Final Results

PROVEN VCT PLC FINAL RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2011 Financial summary   Ordinary 'C' Shares 'D' Shares Shares As at 28 February 2011 2010 2011 2010 2011 2010 pence pence pence pence pence pence Net asset value per share 61.0 54.8 76.8 75.5 90.0 92.2 -------------------------------------------------------------------------------- Dividends paid since launch 101.5 93.4 4.8 4.8 - - -------------------------------------------------------------------------------- Total return 162.5 148.2 81.6 80.3 90.0 92.2 (net asset value plus dividends paid since launch) -------------------------------------------------------------------------------- Year on year change in: VCT total return 9.6%   1.6%   -2.4% FTSE All Share Index total return 17.0%   17.0%   17.0% -------------------------------------------------------------------------------- Chairman's Statement I am pleased to present the Annual Report for ProVen VCT plc for the year ended 28 February 2011. The year to 28 February 2011 saw the formation of a coalition government in the UK which has instigated an austerity programme aimed at improving the UK's budget deficit position. International events have been no less important:  oil and commodity price inflation, political and social unrest in the Middle East and North Africa and Japan's earthquake and tsunami, all impact, directly or indirectly, on the UK consumer. Against this unsettled background, the Company's Ordinary Share pool still saw an uplift in net asset value per share ("NAV") over the year, produced by strong performances by a number of portfolio companies along with one highly profitable disposal.  The 'D' Share pool made a number of new investments as it started to build its investment portfolio. Net asset value Ordinary Shares At 28 February 2011 the Company's Ordinary Share NAV stood at 61.0p per share. This represents an increase of 14.2p or 25.9% since 28 February 2010 after adjusting for the dividends of 8.0p which were paid during the year. The total return (NAV plus dividends paid to date) to Ordinary Shareholders that invested at the Company's launch now stands at 162.5p per Ordinary Share, equivalent to an IRR of 6.1% per annum. 'C' Shares The NAV of the Company's 'C' Shares stood at 76.8p at 28 February 2011, an increase of 1.3p or 1.6 % since 28 February 2010. The total return (NAV plus dividends paid to date) to 'C' Shareholders that invested at the launch of the 'C' Share pool now stands at 81.6p per share. No dividends were paid to 'C' Shareholders during the year. 'D' Shares The NAV of the Company's 'D' Shares stood at 90.0p at 28 February 2011, a decrease of 2.2p or 2.4% since 28 February 2010 . No dividends have been paid to 'D' Shareholders to date. The fall in NAV reflects the fact that uninvested cash produces insufficient income to cover running costs and most recent investments are still valued at original cost. Portfolio activity and valuation Ordinary Share pool The Ordinary Share pool is largely fully invested and consequently had a modest level of investment activity during the year. However, it did realise a substantial gain on the disposal of Saffron Media Group Limited, exiting at more than five times the value of the original investment, which is reflected in the increase in NAV. The Board reviewed the valuations of the unquoted investments at the year-end which produced a net unrealised gain for the year of £1.8 million.  Further details are provided in the Investment Manager's Review and the Review of Investments. 'C' Share pool The 'C' Share pool made seven new and two follow on investments during the year at a total cost of £1.9 million. The Board similarly reviewed the valuations of the unquoted investments in the 'C' Share portfolio at the year end. The net unrealised gain for the year was £1.0 million for the year. 'D' Share pool The 'D' Share pool made seven new investments during the year at a total cost of £1.7 million.  All investments continue to be valued at levels equal to cost, with one exception, where a small provision has been made. Further details are provided in the Investment Manager's Review and the Review of Investments. Results and dividends The total return on ordinary activities for the year was as follows:   Revenue Capital Total   £'000 £'000 £'000 Ordinary Shares 460 3,141 3,601 --------------------------------------------- 'C' Shares 1 183 184 --------------------------------------------- 'D' Shares (43) (203) (246) ---------------------------------------------   418 3,121 3,539 --------------------------------------------- On 27 August 2010, the Company paid a final dividend in respect of the year ended 28 February 2010 of 8.0p per Ordinary Share (2010: 1.0p per Ordinary Share). The Board has declared an interim dividend in respect of the year ended 28 February 2011 of 6.25p per Ordinary Share, payable on 29 July 2011 to Ordinary Shareholders on the register at 3 June 2011. The Board is not proposing to pay final dividends in respect of any share class for the year ended 28 February 2011. Dividend questionnaire At Shareholder meetings and on other occasions, a number of Shareholders have asked about the Company's dividend policy. When the Company first began to make substantial profits on the realisation of investments, it was the Board's policy to pay most of these profits to Shareholders as dividends. The Company also took the opportunity to absorb investment losses into distributable reserves created from the cancellation of share premium accounts in order to maximise the dividends paid under this policy. This approach was thought to be beneficial to all Shareholders because the absence of a well-established secondary market for VCT shareholders means that dividends are an effective way to generate cash returns to all investors, without investors having to sell shares at a discount to net asset value. Additionally, Shareholders who took advantage of deferral relief on capital gains that was available on VCT subscriptions prior to 5 April 2004 potentially face crystallising a significant tax charge if they wish to dispose of some or all of their shares. More recently the Board has sought to provide a more regular dividend stream to Shareholders but they are still paid from gross realised gains without necessarily offsetting realised losses and all other costs. The consequence of the dividend payments is therefore that, for most Ordinary Shareholders, the NAV has fallen below the initial subscription price of the shares. The Company's performance incentive scheme, set out in more detail in the Directors' Report, pays incentive fees based on dividends paid to Shareholders, provided certain hurdles are achieved. In respect of dividends paid out of realisations from the Ordinary Share pool, these hurdles have been met because historically the Ordinary Share pool has been very successful. The Manager therefore currently receives an incentive on all dividends paid from realisations from this pool, although the fall in net asset value after the dividend payment means that its management fee is reduced. In order to try to gauge Shareholders' views on dividend policy, I have arranged for a questionnaire to be prepared.  The questionnaire  asks a small number of questions related to dividends and should give the Board an indication of whether Shareholders would prefer the Company to continue with the same policy or for a different approach to be considered.  The questionnaire is being sent with the Annual Report and I would be very grateful if you would take a few minutes to complete it and return it in the envelope provided. New fundraisings The Linked 'D' Share Offer launched with ProVen Growth and Income VCT plc in November 2009 closed on 29 October 2010 having raised a total of approximately £2.6 million for the Company. The Company also undertook a small Ordinary Share Top - Up Offer at the same time with ProVen Growth and Income VCT plc and ProVen Health VCT plc which raised £0.7 million. On 11 January 2011, the Company launched a further Ordinary Share Top-Up Offer seeking to raise up to approximately £1.5 million. I am pleased to report that the offer has now closed after being fully subscribed. Share buybacks In order to ensure liquidity in the market in the Company's shares, the Company has operated a policy of buying in its own shares that become available in the market. During the year, the Company repurchased 524,829 Ordinary Shares for cancellation at an average price of 47.4p per share, 56,375 'C' Shares for cancellation at an average price of 66.8p per share and 55,698 'D' Shares for cancellation at an average price of 91.0p per share. The Board intends to continue to make purchases of its shares when they become available in the market and has a current policy of purchasing Ordinary Shares and 'C' Shares at a price equivalent to a 10% discount to the latest published NAV and at a 5% discount in respect of 'D' Shares in accordance with the policies set out in the relevant prospectuses. A special resolution to allow the Board to continue to purchase shares for cancellation will be proposed at the forthcoming AGM. Annual General Meeting The Annual General Meeting ("AGM") of the Company will be held in The Forest Room at The Hospital Club, 24 Endell Street, Covent Garden, London WC2H 9HQ at 10:30 a.m. on 24 August 2011.  Notice of the meeting is at the end of this document. Four items of special business will be proposed at the AGM, one resolution in respect of share buybacks, one resolution amending the Articles of Association (as described in the Report of the Directors) and two resolutions in connection with authority for the Directors to allot shares. Shareholder event I would like to draw Shareholders' attention to Proven VCT's annual shareholder presentation which will be held on Wednesday 2 November 2011 at the Royal Institute of British Architects, 66 Portland Place, London, W1B 1AD. This provides Shareholders with an opportunity to meet the Investment Manager and, additionally, to hear directly from some of the portfolio companies and to meet other VCT shareholders. A formal invitation will be sent to Shareholders shortly. The corresponding event in 2010 was very successful and I look forward to welcoming you to this year's event. Outlook The performance of the Ordinary Share pool over the year has further demonstrated the rewards that can be delivered by investments in certain niche sectors as they mature.  The new media sector is one in which the Company has a reasonable level of exposure and one where the Manager has a significant amount of experience.  Although the economic outlook remains uncertain and some portfolio companies will continue to face many challenges presented by the recession, others operate in sectors which are not so directly affected by the general economic conditions or have been resilient enough to continue to make progress. We believe these give the Ordinary Share pool the potential to deliver further good returns to Shareholders. Although the 'C' Share pool has suffered some early losses and the investments are generally less mature than those in the Ordinary Share pool, there is hope that the fall in NAV will be made up in the future. The 'D' Share portfolio is still in the early stages of being built and we expect to see a significant level of new investment activity over the forthcoming year. The Manager reports reasonably strong dealflow and the ongoing lack of appetite by the banks to lend to small businesses is likely to continue to produce additional opportunities.  As with the Ordinary Share pool, the Board believes that a balanced portfolio with a reasonable level of exposure to quality young businesses in the new media and similar sectors can, in the medium-term, produce healthy returns to investors. Looking further ahead, in line with the plans set out at the launch of the 'C' Shares, the Company intends to undertake a partial tender offer in respect of the 'C' Shares in the first half of 2012. Following this, the Ordinary Share pool and 'C' Share pool will be merged. The Board will provide further details nearer the time. Andrew Davison Chairman Investment Manager's Review Introduction Beringea is a specialist venture capital management company, which has been established for 25 years and manages over $400m in the UK and the USA. In the UK, Beringea has a dedicated team focused on managing £85m across four VCTs. Proven VCT plc has been managed by Beringea since its inception in 2000. The Company currently has three share classes: Ordinary Shares, 'C' Shares and 'D' Shares. The share pools are initially kept as separate pools of assets. The Ordinary Share and 'C' Share pools are due to merge in 2012 following a partial tender offer to ,C, Shareholders; the 'D' Shares will continue as a separate pool. Beringea's investment approach We endeavour to give Shareholders an investment in a diverse portfolio of privately held businesses led by entrepreneurial management that are likely to achieve above average returns. In evaluating suitable businesses, we seek to mitigate risk and improve the prospect of higher returns by investing in established and growing businesses in sectors where there will be above market average spend. Such businesses will typically have "best in class" traits and the expectation to ultimately attract a substantial premium on exit. Finding such businesses and helping them prosper and deliver a successful return for investors are the key challenges for Beringea. We do this by nurturing our own talented investment team who each have strong and specific sector expertise, a good network of deal-flow providers and a proven track record of investment success across the UK and the USA. We hope you will be able to join us at the shareholder event on Wednesday 2 November 2011 as mentioned in the Chairman's statement, where we hope to demonstrate our investment approach and give you the opportunity to meet and question both the investment team and CEOs of VCT portfolio companies. Review of the year The Company's investment rate increased during the year with a total of £4.6 million (2010: £3.0 million) being invested across the three share pools including £3.4 million in six investments that were new to the portfolio. In addition, we were also very pleased to realise the Ordinary Share pool's investment in Saffron Media Group generating a gross return of £2.8 million, or more than 5 times the original investment cost, in less than four years. Ordinary share pool - portfolio activity and valuation At 28 February 2011, the Company's Ordinary Share investment portfolio comprised holdings in 16 companies, of which 13 were unquoted and 3 quoted, at a valuation of £11.0 million and original acquisition cost of £10.4 million. In addition, the Ordinary Share pool had cash and liquidity funds of £4.9 million, £2.4 million of this resulting from the sale of Saffron shortly before the year end. The Ordinary Share pool is largely fully invested but one new investment in healthy eating chain, Tossed, was made early in the Company's financial year and a further £0.5 million was invested in Espresso, Overtis and Campden Media. Espresso continues to account for a significant proportion of the Ordinary Share venture capital portfolio (30% by value) and is performing well, particularly in the US market which it is targeting alongside partner Defined Learning Inc. Good progress was also made across a number of other companies including Think, Donatantonio and Fjordnet. The highlight for the Ordinary Share portfolio was, however, the disposal of Saffron Media Group. Saffron, a developer of video delivery platforms was sold to global smartphone producer HTC of Taiwan. The Company invested £480,000 in Saffron in 2007, alongside ProVen Growth and Income VCT, generating a gross return of more than 5 times cost. 'C' Share pool - portfolio activity and valuation At 28 February 2011, the Company's 'C' Share investment portfolio comprised holdings in 19 unquoted companies at a valuation of £8.8 million and original acquisition cost of £7.8 million. In addition, the 'C' Share pool had cash and liquidity funds of £2.3 million. The 'C' Share pool made investments of £1.9 million during the year including £1.4 million in six new investments. These investments included Speed-Trap, a vendor of patented technologies that analyse how users interact with internet applications; Monica Vinader, a high end jewellery brand with high profile customers including Cameron Diaz, Keira Knightley and Cheryl Cole; and Cinergy, the provider of mobile phone comparison service, www.mobilife.com. Whilst the 'C' Share portfolio is largely in a maturation phase, we did realise the Company's investment in Heritage Partners at a loss to the original investment cost and Path Group and The Vending Corporation were both placed into administration and the resulting losses treated as realised in accordance with the Company's accounting policy. Digital media agency, Fjordnet, accounts for 16%, by value, of the 'C' Share venture capital portfolio and continues to perform well. Donatantonio (13% by value of the venture capital portfolio), the supplier of Mediterranean foods, is now showing steady growth following early difficulties coinciding with the first stages of the financial crisis and is now valued above cost. Further investments totalling £393,000 were made after the year end in Campden Media, Overtis Group and SenseLogix. Subsequent to the year end, in May 2011 the Company realised its investment in Steak Media Limited in a sale to a Japanese media agency network Dentsu. This disposal resulted in an initial profit over cost with the possibility of further earnout proceeds in the three year's following the sale. 'D' Share pool - portfolio activity and valuation The 'D' Share pool made its first investments during the year and, at 28 February 2011, £1.7 million had been invested in seven investments, six of which were new to the Company as a whole. The 'D' Share portfolio also had cash and liquidity funds of £5.8 million at the year end. MatsSoft accounted for £650,000, or 40%, of the £1.7 million invested; the company provides powerful and innovative web-based workflow and communications solutions, allowing companies and organisations to drive efficiency gains, cost reductions and service improvements across a whole host of business processes and across a range of business sectors. Investments were also made in Speed- Trap, Tossed, Monica Vinader, Cinergy and SenseLogix. SenseLogix designs and manufactures systems to manage energy usage in commercial and business premises and further follow on funding was provided after the year end. Outlook The outlook for the UK economy remains challenging. Modest GDP growth in the first three quarters of 2010 was followed by a fall in GDP in the fourth quarter of 2010 and only modest growth in the first quarter of 2011. That said, the disposal of Saffron demonstrates that strong returns can be generated from quality businesses. In an age when customers expect more from the businesses they interact with, we believe that a number of the portfolio companies are well positioned for future growth by targeting efficiency savings and/or improving the customer experience through making the best use of new or developing technologies. Beringea LLP Investment activity during the year is summarised as follows: Additions Cost   £'000 Ordinary Share pool Tossed Limited 468 Campden Media Limited 314 -------- Overtis Group Limited 143 -------- Espresso Group Limited 59 --------   984 -------- 'C' Share pool Speed-Trap Holdings Limited 470 Tossed Limited 345 Overtis Group Limited 242 Monica Vinader Limited 224 Steak Media Limited* 181 Cinergy International Limited* 170 -------- MatsSoft Limited** 125 -------- SenseLogix Limited 112 -------- Breeze Tech Limited 16 --------   1,885 -------- 'D' Share pool MatsSoft Limited** 650 Speed-Trap Holdings Limited 300 Fjordnet Limited* 276 Tossed Limited 183 Monica Vinader Limited 138 -------- Cinergy International Limited 115 -------- SenseLogix Limited 69 --------   1,731 -------- Total 4,600 ---------------------------------------- Disposals           Total realised   Market   (Loss)/gain (loss)/gain   value at Disposal against during the Cost 01/03/10  proceeds cost year   £'000 £000 £'000 £'000 £'000 Ordinary Share pool Saffron Media Group Limited 480 637 2,526 2,046 1,889 Overtis Group Limited** 429 429 429 - - Ashford Colour Press Limited 125 125 125 - - Sports Holdings Limited 73 73 73 - - Think Limited 68 68 68 - -   1,175 1,332 3,221 2,046 1,889 ---------------------------------------------------- 'C' Share pool Path Group Limited 1,000 495 - (1,000) (495) Overtis Group Limited** 342 342 342 - - Think Limited 67 67 67 - - Heritage Partners Limited 900 248 98 (802) (150) The Vending Corporation - Limited 1,012 - (1,012) - ----------------------------------------------------   3,321 1,152 507 (2,814) (645) ---------------------------------------------------- Total 4,496 2,484 3,728 (768) 1,244 -------------------------------------------------------------------------------- * Non qualifying investment    ** Partially non-qualifying investment  All of the above investments, with the exclusion of Think Limited were also held by ProVen Growth and income VCT plc. Investment Portfolio - Ordinary Share Pool as at 28 February 2011 Ordinary Share portfolio of investments The following investments were held at 28 February 2011:       Valuation       movement % of   Cost Valuation in year portfolio   £'000 £'000 £'000 by value Top ten venture capital investments (by value) Espresso Group Limited 1,317 3,331 213 21.0% SPC International Limited** 1,618 1,660 956 10.4% Eagle Rock Entertainment Group Limited** 1,010 1,310 (424) 8.2% Campden Media Limited 1,289 1,170 392 7.4% Think Limited** 403 741 338 4.7% Donatantonio Limited 582 728 349 4.6% Tossed Limited 468 468 - 2.9% Pilat Media Global plc** 173 436 130 2.7% Ashford Colour Press Limited 500 433 66 2.7% Fjordnet Limited 200 346 58 2.2%   7,560 10,623 2,078 66.8% Other venture capital investments 2,835 393 (257) 2.5% Total venture capital investments 10,395 11,016 1,821 69.3% Liquidity funds   3,400   21.4% Cash at bank and in hand   1,464   9.3% Total Ordinary Share investments   15,880   100.0% Other venture capital investments at 28 February 2011 comprise: Overtis Group Limited**, UBC Media Group plc, Sports Holdings Limited*, Coolabi plc** and Baby Innovations S.A. t/a Steribottle*. *   Non qualifying investment ** Partially non-qualifying investment With the exclusion of Pilat Media Global plc, UBC Media Group plc and Coolabi plc which are quoted on AIM, all venture capital investments are unquoted. All of the above investments , with the exclusion of Think Limited, were also help by ProVen Growth and Income VCT plc. All venture capital investments are registered in England and Wales with the exception of Baby Innovations S.A., which is registered in Madeira. Investment Portfolio - 'C' Share Pool as at 28 February 2011 'C' Share portfolio of investments The following investments were held at 28 February 2011:       Valuation       movement % of   Cost Valuation in year portfolio   £'000 £'000 £'000 by value Top ten venture capital investments (by value) Fjordnet Limited 800 1,384 232 12.4% Donatantonio Limited** 885 1,107 531 10.0% Lazurite Limited 1,000 968 (32) 8.7% Think Limited** 403 741 338 6.7% Charterhouse Leisure Limited 700 679 (186) 6.1% SPC International Limited 403 605 208 5.4% Steak Media Limited** 456 531 187 4.8% Speed-Trap Holdings Limited 470 470 - 4.2% Chess Technologies Limited 600 455 (204) 4.0% Tossed Limited 345 345 - 3.1%   6,062 7,285 1,074 65.4% Other venture capital investments 1,755 1,548 (87) 13.9% Total venture capital investments 7,817 8,833 987 79.3% Liquidity funds   1,350   12.1% Cash at bank and in hand   950   8.6% Total 'C' Share investments   11,133   100.0% Other venture capital investments at 28 February 2011 comprise Overtis Group Limited**, Eagle Rock Entertainment Group Limited*, Blismobile Limited, Monica Vinader Limited, Cinergy International Limited, Dianomi Limited SenseLogix Limited, MatsSoft Limited** and Isango! Limited. *   Non qualifying investment ** Partially non-qualifying investment All venture capital investments are unquoted unless otherwise stated. All of the above investments ,with the exclusion of Think Limited, were also held by ProVen Growth and Income VCT plc. All venture capital investments are unquoted and are registered in England and Wales. Investment Portfolio - 'D' Share Pool as at 28 February 2011 'D' Share portfolio of investments The following investments were held at 28 February 2011:       Valuation       movement % of   Cost Valuation in year portfolio   £'000 £'000 £'000 by value Venture capital investments (by value) MatsSoft Limited** 650 650 - 8.7% Speed-Trap Holdings Limited 300 300 - 4.0% Fjordnet Limited* 276 186 (90) 2.5% Tossed Limited 183 183 - 2.5% Monica Vinader Limited 138 138 - 1.8% Cinergy International Limited 115 115 - 1.5% SenseLogix Limited 69 69 - 0.9% Total venture capital investments 1,731 1,641 (90) 21.9% Liquidity funds   4,450   59.4% Cash at bank and in hand   1,400   18.7% Total 'D' Share investments   7,491   100.0% *   Non qualifying investment ** Partially non-qualifying investment All venture capital investments are unquoted unless otherwise stated. All of the above investments were also held by ProVen Growth and income VCT plc. All venture capital investments are unquoted and are registered in England and Wales. Statement of Directors' responsibilities The Directors are responsible for preparing the Directors' Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations. They are also responsible for ensuring that the annual report includes information required by the Listing Rules of the Financial Services Authority. Company law requires the Directors to prepare financial statements for each financial year.  Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the Directors are required to: *select suitable accounting policies and then apply them consistently; *make judgments and estimates that are reasonable and prudent; *state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and *prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements, and the Directors' Remuneration Report comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information relating to the Company included on the Managers' websites. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements and other information included in annual reports may differ from legislation in other jurisdictions. Statement as to disclosure of information to the Auditor The Directors in office at the date of the report have confirmed, as far as they are aware, that there is no relevant audit information of which the Auditor is unaware. Each of the Directors has confirmed that they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the Auditor. This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. By order of the Board Grant Whitehouse Secretary 39 Earlham Street London WC2H 9LT Income Statement for the year ended 28 February 2011 Company Position Year ended Year ended   28 February 2011 28 February 2010   Revenue Capital Total Revenue Capital Total   £'000 £'000 £'000 £'000 £'000 £'000 Income 831 - 831 266 - 266 Gains on investments - 3,961 3,961 - 591 591 ----------------------------------------------   831 3,961 4,792 266 591 857 Investment management fees (160) (480) (640) (144) (431) (575) Performance incentive fees - (360) (360) - (53) (53) Recoverable VAT - - - - 1 1 Other expenses (253) - (253) (713) - (713) ---------------------------------------------- Return on ordinary activities before tax 418 3,121 3,539 (591) 108 (483) Tax on ordinary activities - - - - - - ---------------------------------------------- Return attributable to equity shareholders 418 3,121 3,539 (591) 108 (483) ---------------------------------------------- Return per Ordinary Share 1.8p 12.4p 14.2p (0.8p) (1.2p) (2.0p) Return per 'C' Share (0.0p) 1.3p 1.3p (2.3p) 3.1p 0.8p Return per 'D' Share (0.5p) (2.6p) (3.1p) (1.1p) (1.4p) (2.5p) ---------------------------------------------- All revenue and capital movements in the year for the Ordinary Shares, 'C' Shares, and 'D' Shares relate to continuing operations. No operations were acquired or discontinued during the year.  The total column within the Income Statement represents the profit and loss account of the Company, prepared in accordance with the accounting policies. The supplementary revenue and capital columns are presented for information purposes in accordance with the Statement of Recommended Practice issued by The Association of Investment Companies. A Statement of Total Recognised Gains and Losses relating to each class of share has not been prepared as all gains and losses are recognised in the relevant Income Statements in the current and prior year Income Statement for the year ended 28 February 2011 Split as: Ordinary Shares Year ended Year ended   28 February 2011 28 February 2010   Revenue Capital Total Revenue Capital Total   £'000 £'000 £'000 £'000 £'000 £'000 Income 626 - 626 170 - 170 Gains/ (losses) on investments - 3,709 3,709 - (26) (26) --------------------------------------------   626 3,709 4,335 170 (26) 144 Investment management fees (70) (208) (278) (66) (197) (263) Performance incentive fees - (360) (360) - (53) (53) Recoverable VAT - - - - 1 1 Other expenses (96) - (96) (304) - (304) -------------------------------------------- Return on ordinary activities 460 3,141 3,601 (200) (275) (475) before tax Tax on ordinary activities - - - - - - -------------------------------------------- Return attributable to equity 460 3,141 3,601 (200) (275) (475) shareholders -------------------------------------------- 'C' Shares Year ended Year ended   28 February 2011 28 February 2010   Revenue Capital Total Revenue Capital Total   £'000 £'000 £'000 £'000 £'000 £'000 Income 153 - 153 75 - 75 Gains on investments - 342 342 - 617 617 --------------------------------------------   153 342 495 75 617 692 Investment management fees (53) (159) (212) (55) (165) (220) Performance incentive fees - - - - - - Recoverable VAT - - - - - - Other expenses (99) - (99) (355) - (355) -------------------------------------------- Return on ordinary activities before tax 1 183 184 (335) 452 117 Tax on ordinary activities - - - - - - -------------------------------------------- Return attributable to equity shareholders 1 183 184 (335) 452 117 -------------------------------------------- Income Statement for the year ended 28 February 2011 'D' Shares Year ended Year ended   28 February 2011 28 February 2010   Revenue Capital Total Revenue Capital Total   £'000 £'000 £'000 £'000 £'000 £'000 Income 52 - 52 21 - 21 Losses on investments - (90) (90) - - - --------------------------------------------   52 (90) (38) 21 - 21 Investment management fees (37) (113) (150) (23) (69) (92) Performance incentive fees - - - - - - Recoverable VAT - - - - - - Other expenses (58) - (58) (54) - (54) -------------------------------------------- Return on ordinary activities before tax (43) (203) (246) (56) (69) (125) Tax on ordinary activities - - - - - - -------------------------------------------- Return attributable to equity shareholders (43) (203) (246) (56) (69) (125) -------------------------------------------- Reconciliation of Movements in Shareholders' Funds for the year ended 28 February 2011   Year ended 28 February 2011 Year ended 28 February 2010   Ordinary 'C' 'D'   Ordinary 'C' 'D' Shares Shares Shares Total Shares Shares Shares Total   £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Opening shareholders' funds 12,929 10,996 5,097 29,022 13,824 11,053 - 24,877 Issue of shares 1,199 - 2,800 3,999 - - 5,526 5,526 Share issue costs (66) - (154) (220) - - (304) (304) Purchase of own (249) (38) (51) (338) (180) (28) - (208) shares Total recognised gains/ (losses) for the year 3,601 184 (246) 3,539 (475) 117 (125) (483) Distributions (2,036) - - (2,036) (240) (146) - (386) ------------------------------------------------------------- Closing 15,378 11,142 7,446 33,966 12,929 10,996 5,097 29,022 shareholders' funds ------------------------------------------------------------- Balance Sheet as at 28 February 2011   28 February 2011 28 February 2010   Ordinary 'C' 'D'   Ordinary 'C' 'D' Shares Shares Shares Total Shares Shares Shares Total   £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Fixed assets Investments 11,016 8,833 1,641 21,490 9,543 7,114 - 16,657 --------------------------------------------------------------- Current assets Debtors 160 109 19 288 31 9 1 41 Current 3,400 1,350 4,450 9,200 3,190 3,460 3,550 10,200 investments Cash at bank and 1,464 950 1,400 3,814 1,172 519 2,633 4,324 in hand ---------------------------------------------------------------   5,024 2,409 5,869 13,302 4,393 3,988 6,184 14,565 Creditors: amounts falling due (100) (64) (106) (1,087) within one year (662) (826) (1,007) (2,200) --------------------------------------------------------------- Net current 4,362 2,309 5,805 12,476 3,386 3,882 5,097 12,365 assets --------------------------------------------------------------- Total assets less current 15,378 11,142 7,446 33,966 12,929 10,996 5,097 29,022 liabilities/ net assets --------------------------------------------------------------- Capital and reserves Called up share 1,260 3,629 83 4,972 1,179 3,643 55 4,877 capital Capital 211 26 1 238 185 12 - 197 redemption reserve Share premium 1,026 - 7,785 8,811 - - 5,167 5,167 Special reserve 8,247 6,666 - 14,913 8,961 9,676 - 18,637 Capital reserve - 3,700 - (182) 3,518 3,553 - (69) 3,484 realised Revaluation 622 1,016 (90) 1,548 (1,041) (2,139) - (3,180) reserve Revenue reserve 312 (195) (151) (34) 92 (196) (56) (160) --------------------------------------------------------------- Equity 15,378 11,142 7,446 33,966 12,929 10,996 5,097 29,022 shareholders' funds --------------------------------------------------------------- Net asset value 61.0p 76.8p 90.0p   54.8p 75.5p 92.2p per share Cash Flow Statement for the year ended 28 February 2011   Year ended 28 February 2011 Year ended 28 February 2010   Ordinary 'C' 'D'   Ordinary 'C' 'D' Shares Shares Shares Total Shares Shares Shares Total   £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Net cash (outflow) / (582) (264) (1,197) (2,043) (1,463) (198) 961 (700) inflow from operating activities ------------------------------------------------------------------ Capital expenditure Purchase of (984) (1,885) (1,731) (4,600) (1,203) (1,799) - (3,002) investments Sale of 3,220 508 - 3,728 547 21 - 568 investments ------------------------------------------------------------------ Net cash (outflow) / 2,236 (1,377) (1,731) (872) (656) (1,778) - (2,434) inflow from capital expenditure ------------------------------------------------------------------ Equity - - (146) - dividends paid (2,036) (2,036) (240) (386) ------------------------------------------------------------------ Management of liquid resources Purchase of current (210) - (900) (1,110) - (3,550) (3,550) investments held as liquidity funds - Withdrawal - 2,110 - 2,110 1,000 2,550 - 3,550 from liquidity funds ------------------------------------------------------------------ Net cash inflow / (210) 2,110 (900) 1,000 1,000 2,550 (3,550) - (outflow) from liquid resources ------------------------------------------------------------------ Net cash (outflow) / (592) 469 (3,828) (3,951) (1,359) 428 (2,589) (3,520) inflow before financing ------------------------------------------------------------------ Financing Proceeds from 1,199 - 2,800 3,999 - - 5,526 5,526 share issues Share issue (66) - (154) (220) - - (304) (304) costs Purchase of (249) (38) (51) (338) (180) (28) - (208) own shares ------------------------------------------------------------------ Net cash inflow/ 884 (38) 2,595 3,441   (28) 5,222 5,014 (outflow)  (180) from financing ------------------------------------------------------------------ (Decrease)/ 292 431 (1,233) (510) (1,539) 400 2,633 1,494 increase in cash ------------------------------------------------------------------ Notes to the Accounts for the year ended 28 February 2011 1. Accounting policies Basis of accounting The Company has prepared its financial statements under UK Generally Accepted Accounting Practice ("UK GAAP") and in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" revised January 2009 ("SORP"). The financial statements are prepared under the historical cost convention except for the revaluation of certain financial instruments measured at fair value. The Company implements new Financial Reporting Standards ("FRS") issued by the Accounting Practices Board when required. Going Concern The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements Presentation of Income Statement In order to better reflect the activities of an investment company and in accordance with guidance issued by the Association of Investment Companies ("AIC"), supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income statement. The net revenue is the measure the directors believe appropriate in assessing the Company's compliance with certain requirements set out in Part 6 of the Income Tax Act 2007. Fixed assets investments Investments are designated as "fair value through profit or loss" assets due to investments being managed and performance evaluated on a fair value basis.   A financial asset is designated within this category if it is both acquired and managed, with a view to selling after a period of time, in accordance with the Company's documented investment policy.  The fair value of an investment upon acquisition is deemed to be cost.  Thereafter, investments are measured at fair value in accordance with the International Private Equity and Venture Capital Valuation Guidelines ("IPEV Guidelines") together with FRS26 - Financial Instruments: Recognition and Measurements. Publicly traded investments are measured using bid prices in accordance with the IPEV Guidelines. The valuation methodologies used by the Directors for assessing the fair value of unquoted investments are as follows: *Price of recent investment; *Multiples; *Net assets; *Discounted cash flows or earnings (of underlying business); *Discounted cash flows (from the investment); and *Industry valuation benchmarks. The methodology applied takes account of the nature, facts and circumstances of the individual investment and uses reasonable data, market inputs, assumptions and estimates in order to ascertain fair value. Fixed asset investments are derecognised when the contractual rights to the cash flows from the asset expire or it transfers the asset and substantially all the risks and rewards of ownership of the asset to another entity. Where an investee company has gone into receivership or liquidation, or there is little likelihood of a recovery from a company in administration, the loss on the investment, although not physically disposed of, is treated as being realised. Gains and losses arising from changes in fair value are included in the Income Statement for the year as a capital item. It is not the Company's policy to exercise significant influence over investee companies.  Therefore, the results of these companies are not incorporated into the Income Statement except to the extent of any income accrued. This is in accordance with the SORP that does not require portfolio investments to be accounted for using the equity method of accounting. Current assets investments Current asset investments, which comprise investments in liquidity funds with AAA rating, are held at fair value through profit and loss and are marked-to- market. These assets are purchased and redeemed under a contract and the assets are recognised and derecognised on the trade date. These assets are initially measured at cost and subsequently valued at fair value, being the closing price of the fund as issued by the provider. Income Dividend income from investments is recognised when the shareholders' rights to receive payment has been established, normally the ex-dividend date or, where no ex-dividend date is established, when the Company's right to receive payment is established. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable and only where there is reasonable certainty of collection. Income which is not capable of being received within a reasonable period of time is reflected in the capital value of the investments. Expenses All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items presented within the income statement, all expenses have been presented as revenue items except as follows: *expenses which are incidental to the acquisition of an investment are deducted from the Capital Account; *expenses which are incidental to the disposal of an investment are deducted from the disposal proceeds of the investment; and *expenses are split and presented partly as capital items where a connection with the maintenance or enhancement of the value of the investments held can be demonstrated and accordingly the investment management fee has been allocated 25% to revenue and 75% to capital, in order to reflect the Directors' expected long-term view of the nature of the investment returns of the Company. Taxation The tax effects of different items in the Income Statement are allocated between capital and revenue on the same basis as the particular item to which they relate using the Company's effective rate of tax for the accounting period. Due to the Company's status as a venture capital trust and the continued intention to meet the conditions required to comply with Part 6 of the Income Tax Act 2007, no provision for taxation is required in respect of any realised or unrealised appreciation of the Company's investments. Deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted. Other debtors and other creditors Other debtors and other creditors are included within the accounts at amortised cost less provision for impairment. Share issue costs Expenses in relation to share issues are deducted from the Share Premium Account upon allotment of shares. 2. Basic and diluted return per share   Year ended 28 February 2011 Year ended 28 February 2010   Ordinary 'C' 'D' Ordinary 'C' 'D' Shares Shares Shares Shares Shares Shares Revenue return per share based on: Net revenue 460 1 (43) (200) (335) (56) after taxation (£'000) ---------------------------------------------------------------- Weighted average number of 25,260,698 14,524,976 7,964,787 23,857,331 14,610,800 5,077,961  shares in issue ---------------------------------------------------------------- Pence per share 1.8p (0.0p) (0.5p) (0.8p) (2.3p) (1.1p) ---------------------------------------------------------------- Capital return / (loss) per share based on: Net capital gain / (loss) for the 3,141 183 (203) (275) 452 (69) financial year (£'000) ---------------------------------------------------------------- Weighted average number of 25,260,698 14,524,976 7,964,787 23,857,331 14,610,800 5,077,961 shares in issue ---------------------------------------------------------------- Pence per share 12.4p 1.3p (2.6p) (1.2p) 3.1p (1.4p) ---------------------------------------------------------------- As the Company has not issued any convertible securities or share options, there is no dilutive effect on return per share. The return per share disclosed therefore represents both basic and diluted return per share. 3. Basic and diluted net asset value per share     2011 2010   Shares in Issue Net asset value Net asset value         per       per 2011 2010 share £'000 share £'000 Ordinary Shares 25,190,612 23,578,646   61.0p   15,378   54.8p   12,929 'C' Shares 14,514,942 14,571,317   76.8p   11,142   75.5p   10,996 'D' Shares 8,269,911 5,525,501   90.0p   7,446   92.2p   5,097             34,966       29,022 As the Company has not issued any convertible securities or share options, there is no dilutive effect on net asset per share.  The net asset value per share disclosed therefore represents both basic and diluted return per share. 4 Financial instruments The Company's financial instruments comprise equity and loan stock investments in quoted companies and unquoted companies, liquidity funds, cash deposits and short term debtors and creditors arising from its operations.  The main purpose of these financial instruments is to generate cash flow, revenue and capital appreciation for the Company's operations. The Company has no gearing or other financial liabilities apart from short-term creditors and does not use any derivatives. Principal risks and management objectives The Company's investment activities expose the Company to a number of risks associated with financial instruments and the sectors in which the Company invest.  The principal financial risk arising from the Company's operations are: Market risks; Credit risk; and Liquidity risk. The Board regularly reviews these risks and the policies in place for managing them.  There have been no significant changes to the nature of the risks that the Company is exposed to over the year and there have also have been no significant changes to the policies for managing those risks during the year. The risk management policies used by the Company in respect of the principal financial risks and a review of the financial instruments held at the year-end are provided below: Market risks As a VCT, the Company is exposed to market risks in the form of potential losses and gains that may arise on the investments it holds. The management of these market risks is a fundamental part of investment activities undertaken by the Investment Manager and overseen by the Board. The Manager monitors investments though regular contact with management of investee companies, regular review of management accounts and other financial information and attendance at investee company board meetings.  This enables the Manager to manage the investment risk in respect of individual investments. Market risk is also mitigated by holding a portfolio diversified across several business sectors and asset classes. The key market risks to which the Company is exposed are: Market price risk; and Interest rate risk. Market price risk Market price risk arises from uncertainty about the future prices and valuations of financial instruments held in accordance with the Company's investment objectives.  It represents the potential loss that the Company might suffer through market price movements in respect of quoted investments and also changes in the fair value of unquoted investments that it holds. At 28 February 2011, the AIM-quoted portfolio was valued at £622,000  (2010: £537,000). Interest rate risk The Company is exposed to interest rate risk on floating-rate financial assets through the effect of changes in prevailing interest rates.  The Company receives interest on its cash deposits at a rate agreed with its bankers and on liquidity funds at rates based on the underlying investments. Investments in loan stock and fixed interest investments attract interest predominately at fixed rates.  A summary of the interest rate profile of the Company's investments is shown below. There are three categories in respect of interest which are attributable to the financial instruments held by the Company as follows: "Fixed rate" assets represent investments with predetermined yield targets and comprise certain loan note investments and Preference Shares.  "Floating rate" assets predominantly bear interest at rates linked to Bank of England base rate or LIBOR and comprise cash at bank and liquidity fund investments and certain loan note investments. "No interest rate" assets do not attract interest and comprise equity investments, certain loan note investments, loans and receivables (excluding cash at bank) and other financial liabilities. Credit risk Credit risk is the risk that a counterparty to a financial instrument is unable to discharge a commitment to the Company made under that instrument. The Company is exposed to credit risk through its holdings of loan stock in investee companies, investments in liquidity funds, cash deposits and debtors.  Credit risk relating to loan stock investee companies is considered to be part of market risk. The Manager manages credit risk in respect of loan stock with the approach described under 'market risks' above. Similarly the management of credit risk associated with interest, dividends and other receivables is covered within the investment management procedures. Credit risk in respect of investments in liquidity funds is minimised by investing in AAA-rated funds. Cash is mainly held by Bank of Scotland plc and Royal Bank of Scotland plc, both of which are A-rated financial institutions and both also ultimately part-owned by the UK Government.  Consequently, the Directors consider that the risk profile associated with cash deposits is low. There have been no changes in fair value during the year that are directly attributable to changes in credit risk. Liquidity risk Liquidity risk is the risk that the Company encounters difficulties in meeting obligations associated with its financial liabilities. Liquidity risk may also arise from either the inability to sell financial instruments when required at their fair values or from the inability to generate cash inflows as required. The Company generally maintains a relatively low level of creditors (£289,000 at 28 February 2011 excluding unallotted share capital) and has no borrowings. Also, liquidity funds and some quoted investments held by the Company are considered to be readily realisable.  The Company always holds sufficient levels of funds as cash and readily realisable investments in order to meet expenses and other cash outflows as required.  For these reasons, the Board believes that the Company's exposure to liquidity risk is minimal. The Company's liquidity risk is managed by the Investment Manager in line with guidance agreed with the Board and is reviewed by the Board at regular intervals. 5. Post balance sheet events Between 5 April 2011 and the date of this report, the Company issued 2,519,590 Ordinary Shares for an aggregate consideration of £1,537,000. Share issue costs thereon amounted to £85,000. Further investments totalling £393,000 were made after the year end in Campden Media Limited, Overtis Group Limited and SenseLogix Limited. In May 2011, the Company realised its investment in Steak Media Limited in a sale to Japanese media agency network Dentsu. The disposal resulted in an initial profit over cost, with the possibility of further earnout proceeds in the three years following the sale. 6. Controlling party and related party transactions In the opinion of the Directors there is no immediate or ultimate controlling party. Beringea LLP, of which Malcolm Moss is a partner, acted as promoter to the further Linked 'D' Share Offer and the Ordinary Share Top up Offer both launched in November 2009.  Beringea LLP received 5.5% of the gross proceeds of the offers, out of which it paid the costs of the offers including initial commissions. The fees in the year amounted to £154,000 on the 'D' Share Offer and £66,000 on the Ordinary Share Offer. No issue costs were due or outstanding at the year end. Beringea LLP also acted as a promoter to the Ordinary Share Top-up Offer launched in January 2011. Beringea LLP receives 5.5% of the gross proceeds of the offer, out of which it must pay the costs of the offer including the initial commissions. Beringea LLP was also the investment manager during the year. The fees relating to this service, together with performance incentive fees due in the year under the agreement, amounted to £967,000 (2010: £624,000) (inclusive of VAT where applicable), of which £176,000 (2010: £149,000) was outstanding at the year end. Nicholas Lewis (who resigned as director of ProVen VCT plc on 24 August 2010) is a director of Downing Management Services Limited, which provides administration services to the company. The total fee relating to this service during the year was £57,000  (2010: £53,000), inclusive of VAT, of which £14,000 (2010: £12,000) was outstanding at the year end. Downing Corporate Finance Limited was entitled to performance incentive fees during the year totalling £32,000 (2010: £4,000) (inclusive of VAT), of which £5,000 (2010: £4,000) was outstanding at the year end. At the previous year end of 28 February 2010 Malcolm Moss, Nicholas Lewis and Andrew Davison were each directors of the Company and also of ProVen Growth and Income VCT plc. At that date ProVen Growth and Income VCT plc was owed 910,000 in respect of subscription monies for shares. This amount was included within other creditors. ANNOUNCEMENT BASED ON AUDITED ACCOUNTS The financial information set out in this announcement does not constitute the Company's statutory financial statements in accordance with section 434 Companies Act 2006 for the year ended 28 February 2011, but has been extracted from the statutory financial statements for the year ended 28 February 2011 which were approved by the Board of Directors on 30 June 2011 and will be delivered to the Registrar of Companies.  The Independent Auditor's Report on those financial statements was unqualified and did not contain any emphasis of matter nor statements under s 498(2) and (3) of the Companies Act 2006. The statutory accounts for the year ended 28 February 2010 have been delivered to the Registrar of Companies and received an Independent Auditors report which was unqualified and did not contain any emphasis of matter nor statements under s 498(2) and (3) of the Companies Act 2006. A copy of the full annual report and financial statements for the year ended 28 February 2011 will be printed and posted to shareholders shortly. Copies will also be available to the public at the registered office of the Company at 39 Earlham Street, London WC2H 9LT and will be available for download from www.provenvcts.co.uk and www.downing.co.uk 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 VCT plc via Thomson Reuters ONE [HUG#1527522]

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ProVen VCT (PVN)
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