Half-yearly report

ProVen Growth & Income VCT plc Half-Yearly Report for the six months ended 31 August 2010 Financial Summary   31 Aug 31 Aug 28 Feb 2010 2009 2010 Ordinary shares* Net asset value per share 71.3p n/a 74.1p 'D' shares Net asset value per share 91.9p 93.4p 92.3 *The current ordinary shares were created in October 2009 from the merger of ordinary shares issued in 2000/01 and 2001/02 and C shares issued in 2005/06. Further issues of ordinary shares were made in 2009/10 and 2010/11. Chairman's Statement Introduction I am pleased to present my first report to Shareholders since taking over as Chairman of the Company at the Annual General Meeting in August. On behalf of the other directors and myself, I would like to thank Andrew Davison for his wise counsel throughout the years he chaired the Company and look forward to continuing to hear his views as a result of his ongoing role as chairman of ProVen VCT plc. The six-month period ended 31 August 2010 has seen a reasonably stable overall performance by each of the Company's share pools, with falls in the value of some investments generally being offset by the better performing investments. The uncertain economic outlook has continued to produce a challenging environment for new investment activities, although I am pleased to report an increased level of activity in recent months. Net asset values Ordinary shares As at 31 August 2010, the net asset value ("NAV") per Ordinary share stood at 71.3p, a decrease of 2.8p per share or 3.8% since the year end. 'D' shares As at 31 August 2010, the NAV per 'D' share stood at 91.9p, an increase of 0.4p per share or 0.4% since the year end. Fundraising As reported previously, the Ordinary Share Top-Up Offer raised in conjunction with ProVen VCT plc and ProVen Health VCT plc closed on 28 May 2010 having raised £0.7 million for ProVen Growth and Income VCT plc. The Linked 'D' Share Offer with ProVen VCT plc closed on 29 October 2010 having raised a total of approximately £2.6 million for the Company. Venture capital investments Ordinary share portfolio During the period, the Ordinary share pool made two follow-on investments at a total cost of £489,000 and had one realisation in the form of repayment of Overtis Group loan notes at par. The net effect of investment valuation movements over the period was an unrealised loss of £606,000. 'D' share portfolio The 'D' share pool completed its first investment during the period, being £504,000 into Tossed Limited. Further details of the developments within the investment portfolios are included in the Investment Manager's Report. Results and dividends The Income Statement shows a loss on ordinary activities after taxation for the Company for the period of £803,000 (£7,000 revenue loss and £796,000 capital loss).  Details of how this is analysed between the share pools is shown in the section headed Unaudited Income Statement. No interim dividends will be paid in respect of any class of shares. Share buybacks The Company continues to have a policy of purchasing its own shares that become available in the market in order to help provide liquidity to those Shareholders that need it.  The Company has a current policy of purchasing Ordinary shares at a price equivalent to a 10% discount to the latest published NAV and at a 5% discount in respect of 'D' shares. During the period, the Company purchased 225,885 Ordinary shares at an average price of 66.1p per share and 55,698 'D' shares at an average price of 92.4p per share. These shares were subsequently cancelled. Risk and uncertainties Under the Disclosure and Transparency Directive, the Board is required, in the Company's half-yearly results, to report on principal risks and uncertainties facing the Company over the remainder of the financial year. The Board has concluded that the key risks facing the Company over the remainder of the financial year are as follows:     i.         investment risk associated with investing in small and immature businesses;     ii.       investment risk arising from extremely volatile stock market conditions and their potential effect on investment valuation; and     iii.      failure to maintain approval as a VCT. In the case of (i), the Board is satisfied with the Company's approach. The Investment Manager follows a rigorous process in vetting and careful structuring of new investments and, after an investment is made, close monitoring of the business.  In respect of (ii), the Company seeks to hold a diversified portfolio within the restrictions of the VCT regulations. The Company's compliance with the VCT regulations is continually monitored by the Administrator, who reports regularly to the Board on the current position. The Company also retains PricewaterhouseCoopers to provide regular reviews and advice in this area.  The Board considers that this approach reduces the risk of a breach of the VCT regulations to a minimal level. Outlook Recent economic events have created conditions which are not only presenting barriers to completing good quality new investments at realistic prices but also extending the period it takes to complete them. The Investment Manager has, however, completed three new investments since the period end and I am therefore confident that the Company is well placed to reach its investment targets in the future. Marc Vlessing Chairman 29 October 2010 Investment Manager's Report Introduction We are pleased to present our review of the investment portfolio for the six month period ended 31 August 2010. Against a backdrop of mixed economic news and continuing economic uncertainty we continue to focus on what we can do both to enhance existing portfolio company value and to take advantage of new investment opportunities. We are in regular dialogue with portfolio company management regarding strategy and commercial issues and actively review up-to-date management and financial information; we have reviewed many new investment opportunities and made a number of new and follow-on investments, some of which occurred after the period end but prior to the date of this report. Additionally, some potential investments which, for various reasons, were not suitable or did not proceed, are being monitored so that we are well positioned to consider future investment if the opportunity arises. The following commentary is designed to provide investors with an overview of the portfolio during the period whilst ensuring that sensitive information which could ultimately affect the returns of both portfolio companies and their investors (including the Company), is not disclosed. Portfolio activity and valuation Ordinary share pool At 31 August 2010, the Company's ordinary share portfolio compromised holdings in 25 companies, 21 of which were unquoted and 4 quoted, with a cost of £16.7 million and a valuation of £14.4 million. In addition, the ordinary shares held cash and liquidity funds of £3.1 million. Two follow-on investments were made in the period: £246,000 in Steak Media and a short term loan of £243,000 in Overtis Group. The trading subsidiary of the Vending Corporation went into administration early in the period (as outlined in the annual report to 28 February 2010) and has been treated as realised. The Company redeemed its loan notes in Overtis Group following the disposal of its Solutions division to AIM quoted Digital Barriers plc. Overtis is now focussed on developing its VigilancePro® user activity management software. This software is relevant across all business sectors and is being used, with considerable success, by a number of police forces across the UK where the protection of data is paramount. Espresso Group and Fjordnet together account for approximately 25% of the value of the ordinary share pool. During the period Espresso announced the expansion of its primary school product, Espresso Primary, into the US market through a partnership with a specialist US company called Defined Learning, Inc. The company's UK market continues to hold up well with high renewal rates for the core primary and secondary school products.  Fjordnet is a digital media agency, an area in which we have particular experience. The investment has exceeded our initial expectations and is, we believe, well positioned for future growth. Within the remaining portfolio there have been a number of strongly performing companies across a number of sectors and we are optimistic that there is further value to be achieved over time. The Ordinary share pool decreased in value by £606,000 over the period reflecting both individual portfolio company circumstances and wider changes to market comparables. Notable valuation movements since 28 February 2010 included Donatantonio, Overtis, Steak Media, Path Group and Heritage Partners. 'D' share pool The 'D' share pool made its first investment during the period, a £504,000 investment in healthy eating outlet chain Tossed alongside the Ordinary share pool and ProVen VCT. At the 31 August 2010, the pool held cash and liquidity funds totalling £7.1 million, some of which was utilised by investments completed after the period end and outlined in more detail below. Post period end portfolio activity In the period since 31 August 2010, the Company completed the following new investments from the 'D' share pool:    ·          Monica Vinader Limited, a high end fashion jewellery brand, £138,000;    ·          Senselogix Limited, a provider of energy savings solutions, £69,000; and    ·          Speed-Trap Limited, which provides real time analysis of online customer behaviour, £295,000. Outlook The period since 28 February 2010 to the date of this report has seen a number of new investments and continued support of the existing portfolio. We are also looking at a number of interesting investment opportunities. The full impact of the UK government's spending review announced earlier this month will obviously take time to feed through the economic system but undoubtedly new opportunities will be created for investors. With a significant portion of the 'D' share funds in low risk cash and cash equivalents, the Company is well placed to take advantage of any opportunities that may arise. Beringea LLP 29 October 2010 Unaudited Balance Sheet as at 31 August 2010 Company Total   31 Aug   31 Aug   28 Feb 2010 2009 2010   £'000   £'000   £'000 Fixed assets Investments 14,928   13,624   15,270 Current assets Debtors 92   5,318   969 Current investments 2,500   2,500   2,500 Cash at bank and in hand 7,695   619   5,007 Creditors: amounts falling due within one year (266)   (230)   (1,086) Net current assets 10,021   8,207   7,390 Net assets 24,949   21,831   22,660 Capital and reserves Called up share capital 477   1,105   438 Capital redemption reserve 947   275   943 Share premium account 8,418   4,955   5,167 Special distributable reserve 18,099   20,771   19,381 Capital reserve - realised (105)   139   (35) Unrealised holding losses (2,231)   (5,062)   (2,636) Revenue reserve (656)   (352)   (598) Equity shareholders' funds 24,949   21,831   22,660 Net asset value per share: Ordinary share 71.3p   n/a   74.1p Original ordinary share n/a   43.6p*   n/a 'C' share n/a   70.7p   n/a 'D' share 91.9p   93.4p   92.3p *This does not include the 'C' shares that were converted into Ordinary shares on 26 October 2009 Unaudited Balance Sheet as at 31 August 2010 Ordinary shares   31 Aug   31 Aug   28 Feb 2010 2009* 2010*   £'000   £'000   £'000 Fixed assets Investments 14,424   13,624   15,270 Current assets Debtors 87   126   380 Current investments 1,250   2,500   1,250 Cash at bank and in hand 1,844   803   1,249 Creditors: amounts falling due within one year (209)   (174)   (588) Net current assets 2,972   3,255   2,291 Net assets 17,396   16,879   17,561 Capital and reserves Called up share capital 395   1,052   383 Capital redemption reserve 946   275   943 Share premium account 681   -   - Special distributable reserve 18,099   20,771   19,381 Capital reserve - realised 21   167   34 Unrealised holding losses (2,231)   (5,062)   (2,636) Revenue reserve (515)   (324)   (544) Equity shareholders' funds 17,396   16,879   17,561 Net asset value per Ordinary share 71.3p   43.6p*   74.1p *Includes 'C' shares prior to their conversion into Ordinary shares on 26 October 2009 Unaudited Balance Sheet as at 31 August 2010 'D' shares   31 Aug   31 Aug   28 Feb 2010 2009 2010   £'000   £'000   £'000 Fixed assets Investments 504   -   - Current assets Debtors 5   5,192   589 Current investments 1,250   -   1,250 Cash at bank and in hand 5,851   (184)   3,758 Creditors: amounts falling due within one year (57)   (56)   (498) Net current assets 7,049   4,952   5,099 Net assets 7,553   4,952   5,099 Capital and reserves Called up share capital 82   53   55 Capital redemption reserve 1   -   - Share premium account 7,737   4,955   5,167 Special distributable reserve -   -   - Capital reserve - realised (126)   (28)   (69) Unrealised holding losses -   -   - Revenue reserve (141)   (28)   (54) Equity shareholders' funds 7,553   4,952   5,099 Net asset value per 'D' share 91.9p   93.4p   92.3p Reconciliation of Movements in Shareholders' Funds for the six months ended 31 August 2010   31 Aug 2010   31 Aug   28 Feb 2009 2010   Ordinary   'D' shares shares Total Total Total   £'000   £'000   £'000   £'000   £'000 Opening Shareholders' funds 17,561   5,099   22,660   22,945   22,945 Proceeds from share issues 737   2,749   3,486   5,154   5,526 Share issue costs (40)   (152)   (192)   (146)   (304) Purchase of own shares (151)   (51)   (202)   (3,924)   (4,046) Total recognised gain/(loss) for the year (711) (92) (803) (908) (171) Distributions paid in the period -   -   -   (1,290)   (1,290) Closing Shareholders' funds 17,396   7,553   24,949   21,831   22,660 Unaudited Income Statement for the six months ended 31 August 2010 Company Total   Six months ended 31 August 2010   Revenue   Capital   Total   £'000   £'000   £'000 Income 164   -   164 Gains/(losses) on investments -   (606)   (606)   164   (606)   (442) Investment management fee (63)   (190)   (253) Performance incentive fees -   -   - Recoverable VAT -   -   - Other expenses (108)   -   (108) Return/(loss) on ordinary activities before (7)   (796)   (803) taxation Tax on ordinary activities -   -   - Return/(loss) attributable to equity shareholders (7)   (796)   (803) Basic and diluted return/(loss) per Ordinary share 0.1p   (3.0p)   (2.9p) Basic and diluted return/(loss) per Original n/a   n/a   n/a ordinary share Basic and diluted return/(loss) per 'C' share n/a   n/a   n/a Basic and diluted return/(loss) per 'D' share (0.5p)   (0.7p)   (1.2p)   Six months ended Year ended 28 Feb 2010  31 August 2009   Revenue   Capital   Total Total   £'000   £'000   £'000 £'000 Income 292   -   292 243 Gains/(losses) on investments -   (171)   (171) 967   292   (171)   121 1,210 Investment management fee (66)   (199)   (265) (474) Performance incentive fees (7)   (184)   (191) (191) Recoverable VAT -   -   - 1 Other expenses (573)   -   (573) (717) Return/(loss) on ordinary activities (354)   (554)   (908) (171) before taxation Tax on ordinary activities -   -   - - Return/(loss) attributable to equity (354)   (554)   (908) (171) shareholders Basic and diluted return/(loss) per n/a   n/a   n/a (0.2p) Ordinary share Basic and diluted return/(loss) per 1.0p   (0.4p)   0.6p n/a Original ordinary share Basic and diluted return/(loss) per 'C' (1.7p)   (2.1p)   (3.8p) n/a share Basic and diluted return/(loss) per 'D' (0.7p)   (0.7p)   (1.4p) (2.6p) share Unaudited Income Statement for the six months ended 31 August 2010 Analysed by share class: Ordinary shares   Six months ended 31 August 2010   Revenue   Capital   Total   £'000   £'000   £'000 Income 151   -   151 Gains/(losses) on investments -   (606)   (606)   151   (606)   (455) Investment management fee (44)   (134)   (178) Performance incentive fees -   -   - Recoverable VAT -   -   - Other expenses (78)   -   (78) Return/(loss) on ordinary activities before taxation 29   (740)   (711) Tax on ordinary activities -   -   - Return/(loss) attributable to equity shareholders 29   (740)   (711)   Six months ended Year ended 28 Feb 2010*  31 August 2009*   Revenue   Capital   Total Total   £'000   £'000   £'000 £'000 Income 282   -   282 217 Gains/(losses) on investments -   (171)   (171) 967   282   (171)   111 1,184 Investment management fee (56)   (171)   (227) (382) Performance incentive fees (7)   (184)   (191) (191) Recoverable VAT -   -   - 1 Other expenses (545)   -   (545) (660) Return/(loss) on ordinary activities (326)   (526)   (852) (48) before taxation Tax on ordinary activities -   -   - - Return/(loss) attributable to equity (326)   (526)   (852) (48) shareholders  'D' shares   Six months ended 31 August 2010   Revenue   Capital   Total   £'000   £'000   £'000 Income 13   -   13 Gains/(losses) on investments -   -   -   13   -   13 Investment management fee (19)   (56)   (75) Performance incentive fees -   -   - Recoverable VAT -   -   - Other expenses (30)   -   (30) Return/(loss) on ordinary activities before taxation (36)   (56)   (92) Tax on ordinary activities -   -   - Return/(loss) attributable to equity shareholders (36)   (56)   (92)   Six months ended Year ended 28 Feb 2010  31 August 2009   Revenue   Capital   Total Total   £'000   £'000   £'000 £'000 Income 10   -   10 26 Gains/(losses) on investments -   -   - -   10   -   10 26 Investment management fee (10)   (28)   (38) (92) Performance incentive fees -   -   - - Recoverable VAT -   -   - - Other expenses (28)   -   (28) (57) Return/(loss) on ordinary activities (28)   (28)   (56) (123) before taxation Tax on ordinary activities -   -   - - Return/(loss) attributable to equity (28)   (28)   (56) (123) shareholders *Represents original ordinary shares only prior to merger with 'C' share pool on 26 October 2009 Unaudited Cash Flow Statement for the six months ended 31 August 2010         Six months      Six months ended ended 31 August 31 August Year ended 2010 2009 28 Feb 2010    Note £'000      £'000      £'000 Net cash outflow from operating A activities (140) (4,442)   (543) Capital expenditure Purchase of investments      (993)      -   (643) Disposal of investments      729      147   283 Net cash (outflow)/inflow from      (264)      147   (360) capital expenditure Equity distributions paid      -      (1,290)   (1,290) Management of liquid resources Purchase of current investments   -      -   (1,250) held as liquidity funds Withdrawal from liquidity funds      -      5,050   6,300 Net cash inflow from liquid      -      5,050   5,050 resources Net cash (outfow)/inflow before      (404)      (535)   2,857 financing Financing Proceeds from share issue      3,486      5,008   5,526 Share issue costs      (192)      (902)   (304) Purchase of own shares      (202)      (3,925)   (4,045) Net cash inflow from financing      3,092      181   1,177 Increase/(decrease) in cash B 2,688 (354) 4,034 Notes to the cash flow statement: A    Net cash flow from operating activities  Loss on ordinary activities    (7)      (354)   (599) before taxation  Expenses charged to capital      (190)   (383)   (539)  Decrease/(increase) in debtors    877      (3,804)   544  (Decrease)/increase in    (820)      99   51 creditors    Net cash outflow from      (140)   (4,442)   (543) operating activities B    Analysis of net funds  Beginning of period      5,007      973   973  Net cash inflow/(outflow)      2,688      (354)   4,034  End of period      7,965      619   5,007 Summary of Investment Portfolio as at 31 August 2010 Valuation   % of movement portfolio in by value the Ordinary share pool Cost Valuation period   £'000   £'000 £'000 Ten largest venture capital investments (by value) Espresso Group Limited 1,583   2,381 109   13.7% Fjordnet Limited 1,400   2,044 27   11.7% Donatantonio Limited 1,366   1,293 403   7.4% Charterhouse Leisure Limited 1,000   1,235 -   7.0% Lazurite Limited 1,000   946 (17)   5.4% Prelude Media Limited 1,000   941 (18)   5.4% Overtis Group Limited 607   847 259   4.8% Eagle Rock Entertainment Group Limited 680   776 (404)   4.4% Saffron Media Group Limited 670   773 (117)   4.4% SPC International Limited 625   685 123   3.9%   9,931   11,921 365   68.1% Other venture capital investments 6,725   2,503 (971)   14.3%   16,656   14,424 (606)   82.4% Liquidity fund investments     1,250     7.1% Cash at bank and in hand     1,844     10.5% Ordinary share pool total     17,518     100.0% Valuation   % of movement portfolio in by value the 'D' share pool Cost Valuation period   £'000   £'000   £'000 Venture capital investments (by value) Tossed Limited 504   504   -   6.6%   504   504   -   6.6% Liquidity fund investments     1,250       16.5% Cash at bank and in hand     5,851       76.9% 'D' share pool total     7,605       100.0% All venture capital investments are unquoted unless otherwise stated. Summary of Investment Movements for the six months ended 31 August 2010 Additions Ordinary share portfolio      £'000 Steak Media Limited   246 Overtis Group Limited   243     489 'D' share Portfolio      £'000 Tossed Limited   504 Disposals Ordinary share portfolio Market value at Realised 1 March Disposal Gain/(loss) gain/(loss)   Cost 2010* Proceeds against cost in period   £'000 £'000  £'000  £'000  £'000 The Vending Corporation Limited 1,012 - - (1,012) - Overtis Group Limited 729 729 729 - -   1,741 729 729 (1,012) - *Including additions made during the year No disposals were made by the 'D' share pool in the period. Notes to the Unaudited Financial Statements 1.         The unaudited half yearly results cover the six months to 31 August 2010 and have been prepared in accordance with UK Generally Accepted Accounting Practice ("UK GAAP"). Where presentational guidance set out in the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" revised January 2009 ("SORP") is consistent with the requirements of UK GAAP, the directors have sought to prepare the financial statements on a consistent basis compliant with the recommendations of the SORP. 2.         All revenue and capital items in the Income Statement derive from continuing operations. 3.         There are no recognised gains or losses other than those disclosed in the Income Statement. 4.         The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits. 5.         The comparative figures were in respect of the period ended 31 August 2009 and the year ended 28 February 2010.  6.         Return per share for the period has been calculated on the following: Ordinary   D   shares shares Revenue return per share based on: Net revenue profit/(loss) after taxation (£'000) 29   (36) Weighted average number of shares in issue 24,403,251   7,691,580 Capital return per share based on: Net capital profit/(loss) after taxation (£'000) (740)   (56) Weighted average number of shares in issue 24,403,251   7,691,580  7.         NAV per share for the period has been calculated on the following: Ordinary D   shares   shares Net Assets (£'000) 17,396   7,553 Number of shares in issue at period end 24,385,361   8,218,712 8.         Dividends   31 Aug 2010   31 Aug 2009   28 Feb 2010   Revenue Capital Total   Revenue Capital Total   Total     £'000 £'000 £'000   £'000 £'000 £'000   £'000  Ordinary share dividends paid in period  2009 - - -   34 921 955   955 Final    - - -   34 921 955   955  'C' share dividends paid in period  2009 - - -   212 123 335   335 Final   - - -   212 123 335   335    No dividends have been paid in respect of the 'D' shares to date. 9.         Reserves   Capital Share   Capital Unrealised redemption premium Special reserve - holding Revenue reserve account reserve realised losses reserve   £'000 £'000 £'000 £'000 £'000 £'000 At 1 March 2010 943 5,167 19,381 (35) (2,636) (598) Purchase of own shares 4 - (151) - - (51) Issue of new shares - 3,251 - - - - Expenses capitalised - - - (190) - - Tax relief on capital - - - - - - expenses Gains/(losses) on investments - - - - (606) - Retained revenue - - - - - (7) Transfer between reserves - - (1,131) 120 1,011 - Distributions paid - - - - - - At 31 August 2010 947 8,418 18,099 (105) (2,231) (656) 10.      Contingent liabilities, guarantees and financial commitments    The Company has guaranteed bank borrowings of one of its investments, Donatantonio Limited, amounting to £225,000. A third party has provided a guarantee to the Company amounting to £112,500 in respect of the above guarantee such that the Company's net exposure is £112,500.    Apart from the above, the Company has no contingent liabilities, guarantees and financial commitments.  11.      The unaudited financial statements set out herein do not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985 and have not been delivered to the Registrar of Companies.  The figures for the year ended 28 February 2010 have been extracted from the financial statements for that year, which have been delivered to the Registrar of Companies; the auditors' report on those financial statements was unqualified.  12.      The Directors confirm that, to the best of their knowledge, the half- yearly financial statements have been prepared in accordance with the "Statement: Half-Yearly Financial Reports" issued by the UK Accounting Standards Board and the half-yearly financial report includes a fair review of the information required by:     a.   DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and     b.   DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so.  13.      Copies of the unaudited half-yearly results will be sent to Shareholders. Further copies can be obtained from the Company's Registered Office and will be available for download from www.provenvcts.com and www.downing.co.uk. [HUG#1457313] This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Proven Growth & Income VCT plc via Thomson Reuters ONE
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