Half-yearly report

ProVen VCT plc Half Yearly Financial Report for the Six Months Ended 31 August 2008 RECENT PERFORMANCE SUMMARY 31 Aug 2008 29 Feb 2008 31 Aug 2007 pence Pence pence Net asset value per Ordinary share 77.60 88.50 96.60 Cumulative distributions per 77.95 74.20 68.20 Ordinary share Total return per Ordinary share 155.55 162.70 164.80 Net asset value per 'C' share 81.00 89.60 95.60 Cumulative distributions per 'C' 2.75 1.00 - share Total return per 'C' share 83.75 90.60 95.60 CHAIRMAN'S STATEMENT As Shareholders will be aware, economic conditions have worsened significantly in recent months to such an extent that even major financial institutions are now vulnerable. With the accompanying unprecedented stockmarket volatility and the fact that the Company's investment valuations are heavily influenced by market comparables, it is not surprising that both share classes have seen some falls in their net asset values over the six months ended 31 August 2008. Net Asset Value Ordinary Shares As at 31 August 2008, the Company's Ordinary share net asset value per share ("NAV") stood at 77.6p, a decrease of 7.15p per share or 8.1% since the year end (after adjusting for the dividends of 3.75p paid in the period). 'C' Shares The net asset value per 'C' Share stood at 81.0p at 31 August 2008, a decrease of 6.85p per share or 7.6% since the year end (after adjusting for the dividends of 1.75p paid in the period). Venture Capital Investments Ordinary Share pool The Company made one significant realisation during the period. The investment in ILG Digital Limited was sold as part of a private equity transaction generating proceeds of £4.4 million against an original cost of £1.3 million. The investment was first made in November 2005. The Board congratulates the Investment Manager on achieving another highly profitable disposal, which is even more impressive considering the short length of time between investment and exit. The Ordinary share pool remained active throughout the period in making new investments, investing a total cost of £1.4 million across several companies. The Board reviewed the valuations of the investments held at the period end and made a number of adjustments. The largest adjustment was to the investment in Espresso Group, being a reduction of £1.5 million to £4.5 million. The decline in valuation results from slowing growth in the company's UK primary school business. The Company is however expanding its secondary school and international businesses and remains a good prospect. The net unrealised movement on the portfolio over the period was a decrease of £3.4 million. Further details are included in the Investment Manager's Report. C Share pool The C Share pool is still in the process of building its initial investment portfolio and has therefore been an active investor throughout the six months. The pool made four new investments and two significant follow-on investments at a total cost of 1.9 million. In reviewing the investment valuations at the year end the Board made two significant provisions against investments in businesses which have not been performing to plan. The net unrealised movement on the portfolio was a decrease of £1.2 million for the period. Further details of the investments and investment management activities are included in the Investment Manager's Report below. Liquidity Fund Investments The Company holds a proportion of its surplus funds in AAA rated liquidity funds. At 31 August 2008, the Company held £11.3 million in four such funds. £4.1 million of these funds were in respect of the Ordinary Share pool and £7.2million in respect of the C Share pool. The Board expects to continue to hold these investments until funds are needed for venture capital investments. Results The Income Statement shows a loss on ordinary activities after taxation for the Company for the period of £2,740,000 (£385,000 revenue return and £3,125,000 capital loss). Dividend Ordinary Shares In view of the profitable realisation of ILG Digital, the Board intends to distribute these gains to Ordinary shareholders. An interim dividend of 14.5p per Ordinary share, comprising of 1.0p revenue and 13.5p capital, will be paid on 31 October 2008 to Ordinary Shareholders on the register at 17 October 2008. Following the payment of this dividend, original Ordinary Shareholders will have received 92.45p per share in dividends on an investment with a net of tax relief cost of 80p per share. Assuming other targets are also met at the Company's year end, the payment of the above dividend will trigger a performance incentive fee to the Investment Manager and the original promoter, Downing Corporate Finance Limited, of 2.7p per Ordinary Share. 'C' Shares The Company will also pay an interim dividend of 1.0p per C Share, comprising wholly of revenue. The dividend will be paid on 31 October to C Shareholders on the register at 17 October 2008. This will bring total dividends paid to C Shareholders to 2p per share. Fundraising As reported previously, the small top-up fundraising to the Company's Ordinary Share offer closed on 7 April 2008 having raised £1.1 million net of costs. 1,338,126 Ordinary Share were issued at a price of approximately 90.48p per share. Shares 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 currently buys in shares at approximately a 10% discount to the last published net asset value. During the period, the Company purchased 314,928 Ordinary Shares at an average price of 82.0p per share. These shares were subsequently cancelled. No 'C' Shares were purchased in the period. Risk and uncertainties Under the Disclosure and Transparency Directive, the Board is now required in the Company's half year 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 period are as follows: (i) investment risk associated with a large proportion of the Company's assets being invested in a single investment; (ii) investment risk associated with investing in small and immature businesses; (iii) investment risk arising from extremely volatile stockmarket conditions and their potential effect on investment valuation; and (iv) failure to maintain approval as a VCT. Although having a large proportion of the Company's assets invested in a single investment involves additional risks, this situation is not unusual within the venture capital industry and has arisen as a result of strong growth in the value of one investment. The Board regularly reviews the position to ensure that the potential benefits of continuing to hold this investment outweighs the additional risk. In the case of (ii), the Board is also 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 (iii), the Company seeks to hold a diversified portfolio however the Company's is ability to manage this risk is quite limited, primarily due to the restrictions arising from 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 The uncertain outlook for the economy and severe lack of investor confidence creates a challenging environment for your Company. In order to meet the targets set by the VCT regulations, the Company needs to continue to achieve a good rate of new investment, with the C Share pool having a significant level of funds to invest by 28 February 2010. The Investment Manager reports that dealflow remains strong and that further opportunities may arise as a result of the lack of funds available from banks and other sources of finance. Although investing in this type of climate is more risky than in more stable times, the ultimate rewards can be greater. Andrew Davison Chairman INVESTMENT MANAGER'S REPORT Introduction The six month period to 31 August 2008 and from 1 September 2008 to the date of this report has seen some of the most volatile and notable stockmarket movements in recent memory. Continued concerns over global liquidity and the financial stability of banks and other financial institutions has seen the radical transformation of the US investment banking industry and government and global central bank intervention in the capital markets on a massive scale. The general economic outlook is increasingly uncertain and, in the UK, economic growth slowed to a standstill in the second quarter of 2008. The performance of the Company over the period has not escaped these events. The total returns attributable to the ordinary shares and C shares fell by 4.4% and 7.6% respectively in the six month period to 31 August 2008. This compares to a fall in the total return on the FTSE All Share Index of 2.3% over the same period. The Company has, however, continued its excellent distribution record with dividends of 3.75p per ordinary share and 1.75p per C share paid during the period and further dividends of 14.50p per ordinary share (largely from the profit on the sale of ILG Digital) and 1p per C share to be paid to shareholders on 31 October 2008. Portfolio Activity Ordinary Share Pool The Company invested a further £1.4 million during the period. Investments of more than £50,000 comprised: Acquisitions Cost Description £'000 New Optic Vision 500 Security systems Isango 400 Travel experiences aggregator Follow on SPC International 473 IT repair/refurbishment 1,373 The Company also realised its investment in ILG Digital for £4.3 million, 3.2 times the original cost of the investment. C Share Pool Further progress was made on investing the proceeds of the C Share funds raised in 2007. A total of £1.9 million was invested in four new investments and two existing investments: Acquisitions Cost Description £'000 New Optic Vision 400 Security systems Isango 200 Travel experiences aggregator SPC International * 403 IT repair/refurbishment Chess Technologies 600 Design/manufacture of defence industry components Follow on Heritage Partners 100 Image rights ownership, management and distribution Charterhouse Leisure 165 Restaurants 1,868 *SPC International new to the C Share portfolio Portfolio Valuation Ordinary Share pool At 31 August 2008, the Company's unquoted and quoted Ordinary Share portfolio comprised seventeen investments with a cost of £12.5 million and a valuation of £10.3 million. In addition, the Ordinary Share pool held cash and liquidity funds of £7.9 million. Espresso Group continues to account for a significant proportion of the Net Asset Value ("NAV") of the Ordinary Share fund, approximately 24% at 31 August 2008. Espresso has consolidated its position as the leading provider of educational content to the primary school sector with a UK market share of over 60%. The company launched a product for secondary schools in September 2007. This has been well received and in its first year has been purchased by over 10% of UK secondary schools. The company has also started to expand into international markets. The decline in valuation since 29 February 2008 reflects slowing growth in the UK primary school business. The UK secondary school market and international sales have taken over as the engines of the company's growth. SPC International now accounts for 9% of the Ordinary Share NAV following an additional investment at the beginning of the financial year. The new investment in SPC was made alongside the ProVen VCT 'C' Share fund and ProVen Growth & Income VCT ("the ProVen funds"). This enabled SPC to refinance its existing bank facilities, with the ProVen funds taking a charge over the company's freehold properties. The company has established an operation in Slovakia which is expected to increase overall group profitability. The Company's investments in Campden Media, Optima Data Intelligence Services and Donatantonio have suffered declines in valuation relative to the investment cost. These reductions are due to a combination of challenging trading conditions and/or a fall in market comparables. C Share pool At 31 August 2008, the unquoted and quoted 'C' share investment portfolio comprised twelve investments valued at £4.5 million against an original investment cost of £6.5 million. In addition, the C share pool held cash and liquidity funds of £7.3 million. The majority of the investments are valued at or above cost, either having been made recently and meeting investment expectations or, as in the case of Steak Media, performing better than our initial expectations. The overall decline in valuation relative to investment cost is due largely to the decrease in valuations for The Vending Corporation ("TVC"), Donatantonio and Heritage Partners. Full provision was made against TVC in the last financial year. Donatantonio is a long established business but, shortly after the Company's investment, was hit by rising commodity prices and adverse exchange rate movements which impacted trading. Following significant input from our investment managers and the company's management team, the position has now stabilised. Heritage Partners has struggled to achieve its forecast revenues and is seeking to reduce its cost base before developing new revenue streams. Outlook General economic uncertainty means that trading conditions are likely to remain challenging for many businesses for some time. During this period our investment managers will be working closely with existing portfolio companies to provide additional support where necessary. Periods of economic stress can, however, create opportunities for alert investors and we expect to see some attractive propositions over the next 12 months. We continue to see a good flow of attractive investment opportunities and more realism in the pricing. We continue to adopt the same rigorous investment decision making process and investment management procedures which have made the performance of the Ordinary Shares one of the best of all VCT funds. Beringea Limited INCOME STATEMENT for the six months ended 31 August 2008 Six months ended 31 Aug 2008 Revenue Capital Total £'000 £'000 £'000 Company Total Income 801 - 801 Gains on investments - (2,917) (2,917) 801 (2,917) (2,116) Investment management fees (73) (218) (291) Performance incentive fees (56) (121) (177) Other expenses (142) (14) (156) Return on ordinary activities 530 (3,270) (2,740) Taxation (145) 145 - Return attributable to equity 385 (3,125) (2,740) shareholders Return per Ordinary share 0.9p (8.1p) (7.2p) Return per "C" share 1.1p (8.1p) (7.0p) Ordinary Shares Income 451 - 451 Gains on investments - (1,763) (1,763) 451 (1,763) (1,312) Investment management fees (42) (127) (169) Performance incentive fees (56) (121) (177) Other expenses (62) (9) (71) Return on ordinary activities before 291 (2,020) (1,729) taxation Taxation (73) 73 - Return attributable to equity 218 (1,947) (1,729) shareholders 'C' Shares Income 350 - 350 Gains on investments - (1,154) (1,154) 350 (1,154) (804) Investment management fees (31) (91) (122) Other expenses (80) (5) (85) Return on ordinary activities before 239 (1,250) (1,011) taxation Taxation (72) 72 - Return attributable to equity 167 (1,178) (1,011) shareholders Six months ended Year ended 31 Aug 2007 29 Feb 2008 Revenue Capital Total Total £'000 £'000 £'000 £'000 Company Total Income 583 - 583 1,406 Gains on investments - 1,531 1,531 285 583 1,531 2,114 1,691 Investment management fees (103) (308) (411) (871) Performance incentive fees (46) (653) (699) (929) Other expenses (99) (2) (101) (204) Return on ordinary activities 335 568 903 (313) Taxation (101) 101 - - Return attributable to equity 234 669 903 (313) shareholders Return per Ordinary share 0.2p 3.0p 3.2p 1.0p Return per "C" share 1.4p (0.2p) 1.2p (3.9p) Ordinary Shares Income 249 - 249 695 Gains on investments - 1,531 1,531 1,190 249 1,531 1,780 1,885 Investment management fees (67) (202) (269) (573) Performance incentive fees (46) (653) (699) (929) Other expenses (61) (2) (63) (127) Return on ordinary activities 75 674 749 256 before taxation Taxation (23) 23 - - Return attributable to equity 52 697 749 256 shareholders 'C' Shares Income 334 - 334 711 Gains on investments - - - (905) 334 - 334 (194) Investment management fees (36) (106) (142) (298) Other expenses (38) - (38) (77) Return on ordinary activities 260 (106) 154 (569) before taxation Taxation (78) 78 - - Return attributable to equity 182 (28) 154 (569) shareholders UNAUDITED SUMMARISED BALANCE SHEET as at 31 August 2008 As at As at 31 Aug 29 Feb As at 31 Aug 2008 2007 2008 Ordinary 'C' Shares Shares Total Total Total £'000 £'000 £'000 £'000 £'000 Investments 10,275 4,456 14,731 18,664 18,773 Net current assets 8,463 7,377 15,840 17,707 14,796 Net assets 18,738 11,833 30,571 36,371 33,569 Capital and reserves Called up share capital 1,208 3,654 4,862 4,814 4,811 Capital redemption reserve 156 1 157 138 141 Special reserve 6,308 - 6,308 12,863 8,836 Share premium account 4,836 10,159 14,995 13,920 13,918 Capital reserve - realised 8,198 (97) 8,101 2,214 3,567 Capital reserve - (2,244) (2,059) (4,303) 2,097 1,668 unrealised Revenue reserve 276 175 451 325 628 Equity shareholder's funds 18,738 11,833 30,571 36,371 33,569 Net asset value per: Ordinary Share 77.6p - 77.6p 96.6p 88.5p 'C' Share - 81.0p 81.0p 95.6p 89.6p RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 31 Aug 29 Feb 31 Aug 2008 2007 2008 Ordinary 'C' Shares Shares Total Total Total £'000 £'000 £'000 £'000 £'000 Opening Shareholders' 20,469 13,100 33,569 25,249 25,249 funds Issue of shares 1,210 - 1,210 14,620 14,621 Share issue costs (66) - (66) (804) (804) Repurchase of own shares (260) - (260) (100) (150) Total recognised (losses)/gains for the (1,729) (1,011) (2,740) 903 (313) period Distributions paid in (886) (256) (1,142) (3,497) (5,034) period Closing Shareholders' 18,738 11,833 30,571 36,371 33,569 funds UNAUDITED CASH FLOW STATEMENT for the six months ended 31 August 2008 Six months Six ended months Year 31 Aug 2008 ended ended 31 Aug 29 Feb 2007 2008 Note £'000 £'000 £'000 Cash outflow from operating activities and returns on 1 investments (174) (758) (660) Capital expenditure Purchase of investments (3,274) (4,422) (7,443) Sale of investments 4,366 2,918 4,985 Net cash inflow /(outflow) 1,092 (1,504) (2,458) from capital expenditure Equity distributions paid (1,142) (3,497) (5,034) Management of liquid resources Purchase of current investments - (11,250) (14,550) held as liquidity funds Withdrawal from liquidity 1,100 2,500 6,950 funds Net cash inflow/(outflow) 1,100 (8,750) (7,600) from liquid resources Net cash inflow/(outflow) 876 (14,509) (15,752) before financing Financing Proceeds from share issue 1,004 10,130 10,336 Share issue costs (66) (804) (804) Purchase of own shares (309) (118) (118) Net cash inflow from 629 9,208 9,414 financing Increase/(decrease) in cash 2 1,505 (5,301) (6,338) Notes to the cash flow statement: 1 Cash flow from operating activities and returns on investments Revenue return on ordinary 530 335 956 activities before taxation Expenses charged to capital (353) (963) (1,554) Decrease/(increase) in 1 (85) (290) prepayments and accrued income (Decrease)/increase in (352) (45) 228 accruals and deferred income Net cash outflow from (174) (758) (660) operating activities 2 Analysis of net funds Beginning of period 2,371 8,709 8,709 Net cash inflow/(outflow) 1,505 (5,301) (6,338) End of period 3,876 3,408 2,371 SUMMARY OF INVESTMENT PORTFOLIO as at 31 August 2008 Movement % of in the Cost Valuation portfolio period £'000 £'000 by value £'000 Ordinary Share pool Top ten venture capital investments Espresso Group Limited 2,048 4,513 24.9% (1,502) SPC International Limited 1,619 1,707 9.4% 223 Eagle Rock Entertainment 420 648 3.6% 82 Limited Ashford Colour Press Limited 875 605 3.3% (223) Optic Vision Limited 500 500 2.8% - Saffron Media Group Limited 480 480 2.6% - Optima Data Intelligence 900 417 2.3% (483) Services Limited Isango Limited 400 400 2.2% - UBC Media plc* 1,101 311 1.7% - Campden Media Limited 975 272 1.5% (700) 9,318 9,853 54.3% (2,603) Other venture capital 3,202 422 2.3% (800) investments Total investments 12,520 10,275 56.7% (3,403) Net current assets (including cash and liquidity funds) 7,857 43.3% Ordinary Share pool - Total 18,132 100.0% 'C' Share pool Path Group Limited 1,000 1,000 8.5% - Chess Technologies Limited 600 600 5.1% - Charterhouse Leisure Limited 535 535 4.6% - SPC International Limited 403 418 3.6% 15 Optic Vision Limited 400 400 3.4% - Steak Media Limited 275 368 3.1% (17) Heritage Partners Limited 900 329 2.8% (571) Donatantonio Limited 885 274 2.4% (612) Isango Limited 200 200 1.7% - Breeze Tech Limited 175 175 1.5% - Dianomi Limited 126 157 1.3% 31 The Vending Corporation 1,016 - - - Limited 6,515 4,456 38.0% (1,154) Net current assets (including cash 7,269 62.0% and liquidity funds) 'C' Share pool - Total 11,725 100.0% Company Total 29,857 All venture capital investments are unquoted unless otherwise stated. * Quoted on AIM SUMMARY OF INVESTMENT MOVEMENTS For the six months ended 31 August 2008 Additions £'000 Ordinary Share Portfolio Optic Vision Limited 500 Isango Limited 400 SPC International Limited 472 Coolabi plc 17 Donatantonio Limited 7 1,396 "C" Share Portfolio Chess Technologies Limited 600 Optic Vision Limited 400 SPC International Limited 403 Isango Limited 200 Charterhouse Leisure Limited 165 Heritage Partners Limited 100 Donatantonio Limited 10 1,878 Disposals Market value at Realised 1 March Disposal Gain/(loss) gain/(loss ) Cost 2008 Proceeds against cost in period £'000 £'000 £'000 £'000 £'000 Ordinary Share Portfolio ILG Digital 2,760 Limited 1,345 4,400 3,055 1,640 NOTES TO THE UNAUDITED FINANCIAL STATEMENTS 1. The unaudited half yearly results cover the six months to 31 August 2008 and have been prepared in accordance with the accounting policies set out in the statutory accounts for the year ended 29 February 2008 which were prepared under UK Generally Accepted Accounting Practice ("UK GAAP") and in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" revised December 2005 ("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 2007 and the year ended 29 February 2008 respectively. 6. Net Asset Value per share calculations are based on the following: Ordinary Shares 'C' Shares Net Assets (£'000) 18,738 11,833 Number of shares in issue at period end 24,161,446 14,617,777 7. Return per share calculations are based on the following: Ordinary Shares 'C' Shares Revenue return per share based on: Net revenue profit after taxation 218 167 (£'000) Weighted average number of shares in 24,104,436 14,617,777 issue Capital return per share based on: Net capital loss after taxation (£'000) (1,947) (1,178) Weighted average number of shares in 24,104,436 14,617,777 issue 8. Dividends 31 Aug 2008 31 Aug 2007 29 Feb 2008 Revenue Capital Total Revenue Capital Total Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 Ordinary share dividends Paid in period 2008 Final 306 - 306 - - - - 2008 Second - 580 580 - - - - interim 2008 First - - - - - - 1,391 interim 2007 Second - - - 233 3,264 3,497 3,497 interim 2007 First - - - - - - - interim 306 580 886 233 3,264 3,497 4,888 'C' share dividends Paid in period 2008 Final 256 - 256 - - - - 2008 Interim - - - - - - 146 256 - 256 - - - 146 9. Reserves Capital Special Share Capital Capital Revenue redemption reserve premium reserve reserve - reserve reserve account - unrealised realised £'000 £'000 £'000 £'000 £'000 £'000 At 1 March 141 8,836 13,918 3,567 1,668 628 2008 Issue of new - - 1,143 - - - shares Share issue - - (66) - - - costs Shares 16 (260) - - - - repurchased Expenses - - - (353) - - capitalised Tax relief on capital - - - 145 - - expenses Gains/(losses) on investments - - - 1,640 (4,557) - Realisation of revaluations - - - 1,414 (1,414) - from previous years Distributions - - - (580) - (562) paid Transfer - (2,268) - 2,268 - - between reserves Retained net - - - - - 385 revenue At 31 August 157 6,308 14,995 8,101 (4,303) 451 2008 Capital Special Share Capital Capital Revenue Analysed as: redemption reserve premium reserve reserve - reserve reserve account - unrealised realised Ordinary £'000 £'000 £'000 £'000 £'000 £'000 shares At 1 March 140 8,836 3,759 3,640 2,573 364 2008 Issue of new - - 1,143 - - - shares Share issue - - (66) - - - costs Shares 16 (260) - - - - repurchased Expenses - - - (257) - - capitalised Tax relief on capital - - - 73 - - expenses Gains/(losses) on investments - - - 1,640 (3,403) - Realisation of revaluations - - - 1,414 (1,414) - from previous years Distributions - - - (580) - (306) paid Transfer - (2,268) - 2,268 - - between reserves Retained net - - - - 218 revenue At 31 August 156 6,308 4,836 8,198 (2,244) 276 2008 'C' shares £'000 £'000 £'000 £'000 £'000 £'000 At 1 March 1 - 10,159 (73) (905) 264 2008 Expenses - - - (96) - - capitalised Tax relief on capital - - - 72 - - expenses Losses on - - - - (1,154) - investments Distributions - - - - - (256) paid Retained net - - - - - 167 revenue At 31 August 1 - 10,159 (97) (2,059) 175 2008 The Special Reserve, Capital Reserve - realised and Revenue Reserve are all distributable reserves. 10. Contingent liability 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 £125,000. 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 29 February 2008 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 shortly. Further copies can be obtained from the Company's Registered Office and will be available for download from www.provencts.com and www.downing.co.uk. ---END OF MESSAGE---

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