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Sgr & Frdlndr AIM 3 (VICT)

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Tuesday 15 April, 2003

Sgr & Frdlndr AIM 3

Final Results - Replacement

Singer & Friedlander AIM 3 VCT PLC
15 April 2003

Singer & Friedlander AIM 3 VCT plc

The following details were omitted from the Preliminary Announcement released
today at 11.13 am under RNS number 0548k.

The payment of the final dividend of 0.80p per ordinary share in respect of the
year ended 31st January 2003 will be paid on 19th June 2003 to shareholders who
appear on the register of members at the close of business on 23rd May 2003.

All other details remain the same, the full announcement is as follows:-

Preliminary Announcement of Audited Results for the year ended 31st January 2003

Performance Summary

Total net assets of £24,775,064 (2002: £31,493,019)

Net dividends of £263,527 for the year (2002: £560,845)

Dividend return per ordinary share 0.80 pence (2002: 1.70 pence)

Qualifying investments 56.49% of the current investment portfolio (2002: 28.42%)

Chairman's Statement

The market background has deteriorated further during the second half of our
financial year. As reported at the Interim stage this has consistently been the
case since the Trust's launch in early 2001. During the year to 31st January
2003 the Alternative Investment Market (AIM) fell by 33.1%, and your Net Asset
Value (NAV) declined by a relatively resilient but still disappointing 21.2%.
Since the Trust's launch the AIM Index has fallen by 57.3% whereas the NAV has
declined by 20.8% after allowing for last year's 1.7p dividend payment.

At 31st January 2003 we had invested £18.0m in VCT qualifying investments
representing 56.49% of the portfolio at book cost. We are required to invest at
least 70% of the Company's total investments in this way by January 2004, and
the Directors are confident that this will be achieved. In the meantime the
balance of our assets are invested in bonds and cash deposits pending

As previously mentioned your Board believes the investment climate that we have
experienced will eventually prove to have been helpful in terms of the valuation
levels at which we have invested and continue to invest. It is, however, likely
that markets will continue to be nervous until the situation in Iraq has been
resolved and investors regain confidence in the timing of economic recovery.

The Directors are recommending a dividend payment of 0.80p per share in respect
of the year to 31st January 2003.

Due to additional business commitments Mr Richard Bernays resigned from the
Company on 10th March 2003. The Board would like to thank Mr Bernays for the
contribution he has made in the early stages of the Trusts development. A new
chairman will be appointed shortly.

J M Edelson
Acting Chairman
15th April 2003

Manager's Report

We have built a well diversified portfolio of 38 companies operating in many
different sectors and industries. The portfolio has been acquired at valuation
levels which we believe are likely in due course to prove low; owing to the
significant weakness in the Alternative Investment Market in particular and
other markets in general since we commenced our investment programme, this has
not yet become apparent. Following the fall of over 75% in the AIM Index since
its peak in early 2000, market valuations are low by historic standards and have
significant potential to expand when sentiment eventually improves.

Our portfolio is made up of 28 shares quoted on AIM, 3 traded on OFEX and the
remaining 7 are currently unquoted.

Recent price falls in many smaller company shares including some of our own
investments have been caused by relatively modest trading volumes wholly out of
proportion to the resultant change in the respective company's market
capitalisation. This poor liquidity is an unfortunate fact of life for small
company investors and whilst frustrating and illogical, is likely to have a
disproportionately positive effect when buyers return and we and other investors
will benefit accordingly.

A N Banks
Singer & Friedlander Investment Management Limited
15th April 2003

Investment Portfolio Summary

AIM quoted companies   Sector                 Nature of business               Cost at  Valuation Percentage  Percentage
                                                                           acquisition         at         of          of
                                                                                             31st  portfolio     company
                                                                                          January             managed by
                                                                                             2003             Investment
                                                                                     £          £          %           %

AERO Inventory         Aerospace & defence    Distribution of aircraft         481,041    838,470       3.38       10.17
Blooms of Bressingham  General retailers      Garden centres                   470,000     91,526       0.37        8.30
Capcon Holdings *      Speciality & other     Audit, stocktaking and           700,000    592,813       2.39       13.53
                       finance                commercial investigation
Cardpoint              Speciality & other     Independent ATM deployer         245,000    347,083       1.40        3.84
Centurion Electronics  Automobiles & parts    Conception, design,              400,000    500,000       2.02        6.35
                                              marketing & distribution of
                                              in-car audio-visual products
Comeleon               Support services       Graphical imaging onto 3D        737,403    156,419       0.63        6.35
First Artist Corp      Media & entertainment  Sports management company        400,000     70,000       0.28        5.51
Fulcrum                Pharmaceuticals &      Customised global drug           279,532    249,148       1.01        2.67
Pharmaceuticals        biotechnology          development solutions
Glisten                Food producers &       Manufacturer of                  355,143    415,074       1.68        9.59
                       processors             confectionery products
Huveaux                Media & entertainment  Aims to build a broadly          483,000    393,300       1.59        8.99
                                              based media and related
                                              services group by means of
ID Data                Information technology Provider of corporate smart      373,125    206,250       0.83        6.45
                       hardware               cards
Imprint Search &       Support services       Recruitment services             480,000    249,000       1.01        3.46
Kuju                   Software & computer    Developer of interactive         399,999    200,000       0.81        4.97
                       services               games software
Lloyds British Testing Support services       Provision of lifting             362,400    353,561       1.43        7.83
                                              equipment testing services
Lo-Q                   Leisure & hotels       Theme park guest services        760,000    148,200       0.60        7.26
Medal Entertainment &  Media & entertainment  Creation & exploitation of       404,806    470,006       1.90        9.37
Media                                         intellectual property rights
                                              through acquisition
Mediwatch              Health                 Design, manufacturing and        596,950     72,306       0.29       13.96
                                              marketing of medical
                                              diagnostic services
Monotub Industries**   Household goods &      Washing machine manufacturer     260,000          -                      -
Oasis Healthcare       Health                 Dental healthcare provider       631,180    252,472       1.02       10.49
PM Group               Transport              Design, manufacture &            729,232  1,057,386       4.27        7.95
                                              service of on board vehicle
                                              weighting systems
Prezzo                 Leisure & hotels       Restaurant operator              245,000    179,450       0.73        3.35
Proactive Sports       Media & entertainment  Football management and          390,000     91,650       0.37        1.49
                                              marketing services
Recycled Waste***      Support services       Environmental control            374,994          -          -           -
Ringprop               Engineering &          Production & marketing of        444,999    528,864       2.13        5.85
                       machinery              new marine propeller
Synergy Healthcare     Health                 Medical support services         481,280    417,360       1.68        3.09
Tikit Group            Software & computer    IT consultancy services and      400,000    283,478       1.14        2.96
                       services               IT solutions
Tissue Science         Health                 Medical device company for       744,600    433,500       1.75        2.31
Laboratories                                  surgical implants
UBC Media Group        Media & entertainment  Content supplier to radio,       409,908    300,530       1.21        1.69
                                              internet & digital tv
Vianet Group           Information technology Remote monitoring of vending     250,000    162,500       0.66       10.63
                       hardware               machines
Xpertise               Support services       Provision of IT training         375,179    375,179       1.51       12.74

All investments are in ordinary shares unless otherwise stated

OFEX Quoted         Sector                 Nature of business                  Cost at  Valuation Percentage  Percentage
Companies                                                                  acquisition         at         of          of
                                                                                             31st  portfolio     company
                                                                                          January             managed by
                                                                                             2003             Investment
                                                                                     £          £          %           %

Aquilo              Speciality & other     Accident management services        589,375    251,329       1.01       11.78
Coinmaster Gaming   Leisure & hotels       Production of electronic            350,000    117,727       0.48        5.03
                                           gaming machines
Flying Scotsman     Leisure & hotels       Owner of a steam locomotive         250,800    260,700       1.05        5.73

All investments are in ordinary shares unless otherwise stated

*Part of this holding represent placing shares not yet admitted to trading on
AIM as at 31st January 2003. Admission of these shares onto AIM occurred on 20th
February 2003.

**This stock is in liquidation, it is shown within the Investment Portfolio
Summary since it counts towards the VCT investment test which states that 70% of
the Company's assets will be invested in VCT qualifying investments by January

***This stock is currently suspended and the Directors consider it appropriate
to value the stock at zero.

Private Companies    Sector                Nature of business                  Cost at  Valuation Percentage  Percentage
                                                                           acquisition         at         of  of company
                                                                                             31st  portfolio  managed by
                                                                                          January             Investment
                                                                                             2003                Manager
                                                                                     £          £          %           %

Checkout Holdings    Software & computer   Provider of EPOS systems            408,819    408,819       1.65        7.83
Checkout Holdings    Software & computer   Provider of EPOS systems             45,000     45,000       0.18       34.63
(loan                services
Eurobenefits         Software & computer   Employee benefits &                 517,500    129,375       0.52        3.14
                     services              financial services
Exertris             Software & computer   Developer of exercise bikes         503,445    503,445       2.03       12.02
Firmgrowth**         Software & computer   Student careers directory &         250,000          -          -           -
                     services              internet portal
ITS Ecco             Support services      Electronic trading software         150,000    150,000       0.61        5.61
Lilestone            General retailers     Lingerie design and retail          280,000    280,000       1.13       16.95
Stanhope Telecom     Telecommunication     Telecom products                    500,000    252,640       1.02        2.02
U4EA                 Information           Data transfer management            374,989     36,201       0.15        1.50
                     technology hardware
U4EA (preference     Information           Data transfer management            164,406    167,406       0.67       12.30
shares)              technology hardware
                                                                             3,194,159  1,972,886

All investments are in ordinary shares unless otherwise stated

Fixed interest      Sector                 Nature of business                  Cost at  Valuation Percentage  Percentage
securities                                                                 acquisition         at         of  of company
                                                                                             31st  portfolio  managed by
And other                                                                                 January             Investment
non-qualifying                                                                               2003                Manager
                                                                                     £          £          %           %
Debentures and loan

BK NED Gemeenten****                                                         1,530,154  1,575,225       6.36        0.59
6.375% MTN 30/3/

Euro Inv Bank****                                                            2,136,124  2,220,540       8.96        0.14
6.125% BDS 7/12/

KFW INTL Finance****                                                         1,987,805  2,044,300       8.25        0.91
5.5% GTD MTN 18/6/

Lloyds TSB Bank                                                              2,023,445  2,054,900       8.29        1.87
6% NTS 7/6/2004

UK Government loans
Treasury 6.5% stock                                                            463,375    460,620       1.86        0.30

Treasury 5% stock                                                            3,738,793  3,819,000      15.42        0.64
                                                                            11,879,696 12,174,585      49.14

Aquilo Loan Notes   Speciality & other     Accident management services         62,500     62,500       0.25       50.00
Blooms of           General retailers      Garden centres                      384,993    149,850       0.60        8.30
Blooms of           General retailers      Garden centres                       20,007      8,910       0.04       21.32
Global Money        Speciality & other     Money transfer service              300,000          -          -           -
Transfer (loan      finance
Medal Entertainment Media & entertainment  Creation & exploitation of           39,794    123,853       0.50        9.31
&                                          intellectual property rights
                                           through acquisition
Media (warrants)
                                                                               807,294    345,113       1.39

Summary                                                                               Cost at  Valuation at   Percentage
                                                                                  acquisition  31st January of portfolio
                                                                                            £             £            %

Total qualifying portfolio                                                         18,049,105    12,038,167        48.59
Fixed interest/non-qualifying portfolio                                            12,686,990    12,519,698        50.53
Sub total                                                                          30,736,095    24,557,865        99.12
Net current assets                                                                                  217,199         0.88
Total                                                                              30,736,095    24,775,064       100.00

**These stocks are in liquidation, they are shown within the Investment
Portfolio Summary since they count towards the VCT investment test which states
that 70% of the Company's assets will be invested in VCT qualifying investments
by January 2004.

****The investments listed above are incorporated and quoted within the UK with
the exception of these holdings. BK NED Gemeenten 6.375% MTN 30/3/2005 is
incorporated in the Netherlands and quoted in Luxembourg. KFW INTL Finance 5.5%
GTD MTN 18/6/2004 is incorporated in the USA and quoted in Luxembourg. Euro Inv
Bank 6.125% BDS 7/12/2005 is incorporated in the UK and quoted in Luxembourg.

Table of largest ten investments by value.
Name of undertaking                         Percentage    Percentage      Profit/       Retained  Net asset   Accounting
                                                    of       held by       (loss)        profit/      value    reference
                                             portfolio       company   before tax   (accumulated                    date
                                                     %             %       £000's         £000's     £000's       £000's

Treasury 5% stock 2004                           15.42         0.050            -              -          -            -
Euro Inv Bank 6.125% BDS 7/12/2005                8.96         0.135            -              -          -            -
Lloyds TSB Bank 6% NTS 7/6/2004*                  8.29         0.800            -              -          -            -
KFW INTL Finance 5.5% GTD MTN 18/6/2004           8.25         0.308            -              -          -            -
BK NED Gemeenten 6.375% MTN 30/3/2005             6.36         0.150            -              -          -            -
PM Group                                          4.27          5.83        1,025            552      4,989     30/06/02
AERO Inventory                                    3.38          1.91        1,617            948      7,741     30/06/02
Medal Entertainment & Media                       2.40          6.95        (121)          (121)      1,238     31/03/02
Capcon Holdings                                   2.39          5.87          105            171      2,919     30/09/02
Ringprop**                                        2.13          5.78            -              -          -            -

The aggregate value of these top ten holdings is £15,325,357.

All figures are taken from the most recently available audited accounts of the
underlying entity.

**Figures are not available for Ringprop as it has not yet completed an audited
financial year.

*All the above fixed interest investments are AAA rated except for Lloyds TSB
Bank which has a split rating.

Sector analysis                                                                     Cost at    Valuation at   Percentage
                                                                                acquisition    31st January of portfolio
                                                                                          £               £            %

Aerospace & defence                                                                 481,041         838,470         3.38
Automobiles & parts                                                                 400,000         500,000         2.02
Engineering & machinery                                                             444,999         528,864         2.13
Food producers & processors                                                         355,143         415,074         1.68
General retailers                                                                 1,155,000         530,286         2.14
Health                                                                            2,454,010       1,175,638         4.74
Household goods & textiles                                                          260,000               -            0
Information technology hardware                                                   1,162,520         572,357         2.31
Leisure & hotels                                                                  1,605,800         706,077         2.86
Media & entertainment                                                             2,127,508       1,449,339         5.85
Pharmaceuticals & biotechnology                                                     279,532         249,148         1.01
Software & computer services                                                      2,524,763       1,570,117         6.33
Speciality & other finance                                                        1,596,875       1,253,725         5.05
Support services                                                                  2,479,976       1,284,159         5.19
Telecommunications services                                                         500,000         252,640         1.02
Transport                                                                           729,232       1,057,386         4.27
Fixed interest investments                                                       12,179,696      12,174,585        49.14
Sub total
Net current assets                                                                        -         217,199         0.88
Total                                                                            30,736,095      24,775,064       100.00

AERO Inventory

The company is primarily engaged in procurement and inventory management for the
aerospace industry. The company has continued to win new business since its
listing on AIM. Profits in the year to June 2002 were up threefold to over
£1.6m. The aerospace industry continues to focus on costs and improving
efficiency which should lead to a continuation of new business wins.

Aquilo (formerly Accidentcare Group)

Aquilo has been formed from the merger of Ecom Group and Accidentcare.
Accidentcare provides a wide range of motor accident management related services
to individuals via brokers, affinity groups and insurers. It also provides
outsource claims management services to insurers and corporates. Ecom
specialises in providing smart IT solutions to the financial services sector.
Its services include academic research and development, consultancy, project
management and systems design/ build.

Blooms of Bressingham

Blooms operates 10 retail garden centres with a total area of nearly 90 acres
and over 200,000 square feet of retail space. It also has one greenfield site
awaiting development. Blooms is also active in the development of new plant
varieties, having won a total of 24 gold medals at Chelsea.

Capcon Holdings

Capcon provide audit, stocktaking and investigation services. The company came
to AIM last year with an experienced management whose strategy is to grow both
organically and via acquisition. The company has so far made two acquisitions,
VSA last year and Argen in January this year.


Cardpoint operates in the growing independent ATM market, which is benefiting
from demand for more conveniently located cash machines. The group concentrates
on sites with potential for high transaction volumes and where traditional
operators are not present. The company has an installed base of over 400
machines in the UK.

Centurion Electronics

Centurion is a UK market leader in the field of in-car audio-visual
entertainment. It focuses on the design, marketing and distribution of product
comprising DVD, video and the latest LCD monitors. The systems can be fully
integrated and sold through car dealers or manufacturers or may also be portable
'plug and play' products.

Checkout Holdings

The company offers electronic point of sale terminals primarily for the licensed
trade and for fast food restaurant operators. The company has a 'blue chip'
client base and has recently reached agreement with a FTSE100 company to replace
its systems. Currently unlisted, the company intends either coming to the market
when conditions allow or seeking a trade buyer.

Coinmaster Gaming

The company designs, manufactures and sells gaming machines to more than 30
countries world-wide. It supplies many of the big UK casino operators as well as
casinos and gaming arcades around the world. It has three core products in
roulette, bingo and a video horse game. Electronic machines currently have a
very small market share of the casino market but the opportunities to grow this
given the benefit to operators are significant.


Comeleon is a technology company which has developed a process to apply full
colour images to 3-dimensional objects. It is targeting the global market for
personalisation, through customisation of mass produced consumer products. One
of Comeleon's key customers is Nokia for which it is producing decorated mobile
phone covers.


The company has developed a platform to manage and communicate employee benefit
and financial services information to individuals or their advisers. These
services enable employers to reduce costs and improve employee communication and
understanding. The company has recently sold the UK rights to the product to
Aegon but retains rights to other territories.


The company has developed and is now actively selling an exercise bike which
incorporates a PC and monitor which allows the user to play computer games
whilst exercising. The amount of effort put in on the machine controls what
happens on the computer screen. The machine is, therefore, more interesting and
addictive than conventional exercise products and is proving to be a success
with health club operators. The shares are currently unlisted.


Firmgrowth was the owner of a student careers directory and database but went
into administration following the failure to raise additional funding.

First Artist Corp

First Artist is a leading European management and representation company looking
after the commercial interests of footballers and other high profile
personalities in the football and television market. The company has over 400
clients primarily in the UK and around Continental Europe.

Flying Scotsman

The group owns the famous steam locomotive built in 1923 and recently restored
to original condition. The asset is used for rail excursions whilst the brand
name is also exploited for merchandise and other licensing opportunities. In
addition the company is planning to exhibit the locomotive at a permanent
exhibition in Edinburgh.

Fulcrum Pharmaceuticals

Fulcrum Pharma offers global virtual drug development and strategic outsourcing
services to the pharmaceutical and biotechnology industries. The company has
offices in the UK, USA and Japan offering global solutions across the full
length of the drug development value chain.


The company was admitted to AIM in June 2002 with the objective of building a
food group focusing on niche sectors. The acquisition of Glisten Confectionery
based in Blackburn was made at this time. It is a manufacturer of chocolate and
sugar based confectionery, edible decorations and ingredients. It serves a wide
range of customers including many high street retailers and the foodservice and
export sectors.

Global Money Transfer

Global Money was founded to build a network of retail money transfer outlets. We
have written off the value of our investment following the appointment of
administrators last October after the failure of a funding round.


Huveaux listed on AIM in December 2001 with the intention of making acquisitions
in the media sector. The experienced management team acquired Vacher Dodd, the
leading publisher of parliamentary directories last July. The company has just
bought educational publisher Lonsdale which produces revision guides for

ID Data

ID Data is a supplier of secure transaction systems and services to the
international telephone, banking and retail industries. Exporting to more than
30 countries, ID Data is a leading UK based manufacturer of smart cards.

Imprint Search & Selection

Imprint is establishing a business in the high value permanent recruitment
market. The founders of the business have impressive track records in this
market, having previously built up and sold a similar business. The company is
aiming to establish itself in several different industries including financial
services, marketing and accounting.

ITS Ecco

The company is a leading supplier of electronic trading software to electronic
exchanges and trading companies in the derivatives market. Eccoware is a
flexible set of products designed to fulfil the specific requirements of traders
and brokers, connecting transparently via a generic interface to major
electronic exchanges.


Kuju is a leading interactive entertainment developer, producing games on a
range of platforms including PC, console (Playstation2, Xbox and GameCube),
mobile phones and interactive TV. Current titles include Warhammer, Fireblade
and Train Simulator.


Lilestone has established the Myla brand of lingerie. The company is designing
its own brand products as well as sourcing product from other designers
throughout the world. The products are being sold via mail order, the internet
and through conventional retail channels such as Selfridges and the company's
own shop in Notting Hill. The shares are currently unlisted.

Lloyds British Testing

Lloyds British is one of the leading companies within the field of lifting
equipment engineering. It is active in inspection and testing, short-term supply
repair and renovation crane and lift maintenance, and training. It has 19
locations in the UK.


Lo-Q has developed a queue management system that places visitors to theme parks
in 'virtual queues', reducing the time that customers spend physically waiting
in line for key rides to a few minutes, enabling them to enjoy, and spend money
on the other attractions in the park.

Medal Entertainment & Media

Medal was established by an experienced management team to build a group
actively participating in the creation, exploitation and ownership of
audio-visual copyrights. The company currently has 2 subsidiaries, Leisureview,
a specialist video/DVD publisher and Fountain Television, the largest fully
equipped independent TV studio in the UK.


Mediwatch is a medical diagnostic equipment company that is developing high
speed urological screening equipment. The company's products are designed to
enable early detection of prostate and bladder cancers for the fast growing
primary care market. The company has chosen Bard as its marketing partner for
the Portascan product.

Monotub Industries

Monotub developed the Titan washing machine. Whilst the machine has several
advantages over conventional products significant problems with production and
reliability were experienced. The company is in liquidation and has sold the
rights to the machine to the inventor of the product for a nominal sum and
royalties on future sales. The shares have been delisted from AIM and are valued
at zero.

Oasis Healthcare

Oasis has built up an estate of dental practices in the UK and following the
acquisition of Dencare now has 124 sites and 500 clinicians serving over 800,000
patients. The company is now experiencing the benefits of scale and has
annualised turnover of approximately £70m.

PM Group

The group is a leader in the design, manufacture and service of onboard weighing
systems and associated software for the bulk haulage and waste management
industries. The company has a significant market position in the bulk haulage
market but new legislation in the waste management area should mean that this
area will provide strong growth.


Prezzo owns and operates a chain of restaurants based in and around London and
trading in 2 different formats, Jonathans and Prezzo. The food offering consists
of pizza and pasta with Prezzo also selling rotisserie chicken. At the end of
September the company had 9 restaurants.

Proactive Sports

Proactive is a leading sports management and marketing agency with a particular
emphasis on football. The company has an international network of offices and
football agents and represents nearly 400 players.

Recycled Waste

The company is a waste technology business using reverse polymerisation
processes to deal with difficult wastes such as medical and tyre refuse. The
technology can help reduce future environmental damage and can also produce
valuable by-products and even surplus energy.


Ringprop owns the rights to a marine propeller technology. As the name suggests
the propeller is enclosed by a ring which delivers certain performance and
safety advantages over conventional products. Due to the inherent strength the
design provides the propeller can be made of lighter, composite materials giving
cost advantages as well as being safer for marine and human life when in use.

Stanhope Telecom

Stanhope is a telecommunications company offering both fixed and mobile services
primarily to business users. On the mobile side the company has won the Service
Provider of the Year Award for the last two years. Conditions in its market have
been very competitive and initial profit expectations are unlikely to be met, as
a result we have written down the valuation of the company by approximately 50
%. The shares are currently unlisted.

Synergy Healthcare

Synergy is a specialist provider of out-sourced medical support services to the
NHS. It is the largest private sector provider of sterile instrumentation
services and linen products. The company has several long-term contracts with
different NHS Trusts and hospitals around the UK.

Tikit Group

The company is a provider of consultancy services and software solutions
primarily to the legal profession. The company concentrates on the top 200 law
firms in the UK and has a very good reputation for quality of service and 'best
of breed' solutions. Applications cover time recording, document management,
customer relationship management and knowledge management.

Tissue Science Laboratories

Tissue Science is a medical devices company specialising in human tissue
replacement and repair products derived from porcine dermis. The company has
proprietary core technology, which has many applications in a rapidly growing
market. It has marketing agreements with C R Bard to sell various products.


U4EA is a specialist provider of solutions for data transfer management by large
corporates. This has particular implications in improving the performance of
transfers of large amounts of data across networks.

UBC Media Group

UBC is a content and programme producer for the radio industry. It is the
largest independent supplier of programming to the BBC. In addition, the company
is at the forefront in the development of digital radio with a stake in the
'Oneworld Radio' consortium which has had considerable success bidding for new
digital licenses.

Vianet Group

Vianet is a provider of telemetry-based solutions for maintaining and supplying
automatic vending machines. The company offers the machine operators and brand
owners a data management service to improve machine usage and profitability.
Several contracts are being negotiated with major industry players.


Xpertise is a leader in providing accredited technical IT training to business
customers from centres in the North West, the North East, the Midlands and the
recently acquired London Site. The company has a profitable core business and
the acquisition of Power Education should enable the elimination of duplicated
overheads while adding significantly to revenues.

Financial Statements
Statement of Total Return
(incorporating the revenue account*) for the year ended 31st January 2003
                                                 Year ended                         Period from 10th January 2001
                                              31st January 2003                         to 31st January 2002
                                    Revenue       Capital         Total        Revenue       Capital          Total
                                       £             £              £             £             £               £

(Losses)/gains on investments          -        (6,530,296)    (6,530,296)        -          286,688         286,688
Income                              999,885          -           999,885      1,328,748         -           1,328,748
Administrative expenses
Investment management fees         (136,557)     (409,669)      (546,226)     (128,044)     (384,131)       (512,175)
Other expenses                     (257,295)         -          (257,295)     (253,366)         -           (253,366)
Return on ordinary activities       606,033     (6,939,965)    (6,333,932)     947,338       (97,443)        849,895
before taxation
Tax on ordinary activities         (210,185)      128,731       (81,454)      (267,620)      124,843        (142,777)
Return on ordinary activities       395,848     (6,811,234)    (6,415,386)     679,718        27,400         707,118
after taxation for the financial
Dividends in respect of equity     (263,527)         -          (263,527)     (560,845)         -           (560,845)
Transfer to/(from) reserves         132,321     (6,811,234)    (6,678,913)     118,873        27,400         146,273
Basic and diluted return per         1.20p        (20.66)p      (19.46)p        2.49p         0.10p           2.59p
ordinary share

* The revenue column of this statement is the profit and loss account of the

All revenue and capital items in the above statement derive from continuing

No operations were acquired or discontinued in the year.

Balance Sheet
                                                                            As at                     As at
                                                                     31st January              31st January
                                                                             2003                      2002
                                                                                £                         £
Fixed assets
Qualifying investments                                                 12,038,167                 9,334,290
Fixed interest securities and other non-qualifying                     12,519,698                21,985,171

                                                                       24,557,865                31,319,461
Current assets
Debtors                                                                   295,271                   672,275
Cash at bank                                                              765,950                   568,778
                                                                        1,061,221                 1,241,053
Creditors: amounts falling due within one year                          (844,022)               (1,067,495)
Net current assets                                                        217,199                   173,558
Net assets                                                             24,775,064                31,493,019
Capital and reserves
Called-up share capital                                                 1,647,043                 1,649,543
Share premium account                                                   2,721,969                29,697,203
Special reserve                                                        26,936,192                         -
Capital redemption reserve                                                  2,500                         -
Capital reserve - realised                                              (605,604)                 (284,990)
Capital reserve - unrealised                                          (6,178,230)                   312,390
Revenue reserve                                                           251,194                   118,873
Equity shareholders' funds                                             24,775,064                31,493,019
Net asset value per ordinary share                                         75.21p                    95.46p

Cash Flow Statement
                                                                         Year ended             Period ended
                                                                       31st January             31st January
                                                                               2003                     2002
                                                                                  £                        £
Operating activities
Investment income received                                                1,102,620                  586,316
Deposit interest received                                                    27,732                  321,707
Underwriting commission received                                                237                        -
Investment management fees paid                                           (708,323)                (309,036)
Other expenses paid                                                       (280,806)                 (93,382)
Net cash inflow from operating activities                                   141,460                  505,605

Corporation tax paid                                                      (176,501)                        -
Net cash outflow from taxation                                            (176,501)                        -

Capital expenditure and financial investment
Purchase of investments                                                 (9,127,627)             (37,604,918)
Disposals of investments                                                  9,959,727                6,321,345
Net cash inflow/(outflow) from capital expenditure and                      832,100             (31,283,573)
financial investment

Equity dividends paid                                                     (560,845)                        -

Net cash inflow/(outflow) before financing                                  236,214             (30,777,968)

Proceeds of ordinary share issue                                                  -               32,990,860
Issue of redeemable preference shares                                             -                   12,500
Redemption of redeemable preference shares                                        -                 (12,500)
Expenses of ordinary share issue                                                  -              (1,644,114)
Cost of ordinary shares purchased for cancellation                         (39,042)                        -
Net cash (outflow)/ inflow from financing                                  (39,042)               31,346,746
Increase in cash for the period                                             197,172                  568,778

Notes to the Financial Statements

Accounting policies

A summary of the principal accounting policies, all of which have been applied
consistently throughout the year, is set out below.

Basis of accounting

The financial statements have been prepared under the historical cost
convention, modified to include the revaluation of fixed asset investments. The
financial statements have been prepared in accordance with applicable accounting
standards and are in compliance with the statement of recommended practice
'Financial Statements of Investment Trust Companies'.

Comparative accounting period

The Company was incorporated on 10th January 2001 and commenced operations on
the 11th April 2001. The comparative results are therefore for the period 10th
January 2001 to 31st January 2002.


Listed investments and investments traded on AIM and OFEX are stated at mid
market prices at the year end. Unquoted investments are stated at the Directors'
valuation with reference to the British Venture Capital Association ('BVCA')
guidelines where appropriate. The Directors' policy in valuing unquoted
investments is to carry them at cost except in the following circumstances:

    - Where a company's under performance against plan indicates a diminution in
    the value of the investment, provision against cost is made as appropriate
    in bands of 25%;

    - Where a company is well established and profitable, the shares may be
    valued by applying a suitable price-earnings ratio to the company's historic
    post-tax earnings. The ratio used is based on a comparable listed company or
    sector but discounted to reflect lack of marketability;

    - Where a value is indicated by a material arms-length transaction by a
    third party in the shares of a company.

    Unquoted investments will not normally be revalued upwards for a period of
    at least twelve months from the date of acquisition. Where trading in the
    securities of an investee company is suspended, the investment is valued at
    the Board's estimate of its net realisable value.

    Capital gains and losses on investments, whether realised or unrealised, are
    dealt with in the capital reserve.


Dividends receivable on listed and quoted equity shares are brought into account
on the ex-dividend date. Dividends receivable on unquoted equity shares are
brought into account when the Company's right to receive payment is established
and there is no reasonable doubt that payment will be received. Fixed returns on
non-equity shares and debt securities are recognised on a time apportionment
basis so as to reflect the effective yield, provided there is no reasonable
doubt that payment will be received in due course. Underwriting commission and
interest receivable are included in the accounts on an accruals basis.


All expenses are accounted on an accruals basis. Expenses are charged through
the revenue account except as follows:

    - expenses which are incidental to the acquisition of an investment are
    included within the cost of the investment;

    - expenses which are incidental to the disposal of an investment are
    deducted from the disposal proceeds on an investment.

    - expenses are charged to capital reserve - realised where a connection with
    the maintenance or enhancement of the value of the investments can be
    demonstrated. In this respect the investment management fee has been
    allocated 75% to capital reserve and 25% to revenue account, in line with
    the Board's expected long-term split of returns, in the form of capital
    gains and income respectively, from the investment portfolio of the Company.


Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future have occurred
at the balance sheet date. Timing differences are differences between the
Company's taxable profits and its results as stated in the financial statements.

Deferred tax is measured at the average tax rates that are expected to apply in
the periods in which the timing differences are expected to reverse, based on
tax rates and laws that have been enacted or substantially enacted by the
balance sheet date. Deferred tax is measured on a non-discounted basis.

Any tax relief obtained in respect of management fees allocated to capital is
reflected in the capital reserve - realised and a corresponding amount is
charged against revenue. The tax relief is the amount by which corporation tax
payable is reduced as a result of these capital expenses.

Capital Reserve


    The following are accounted for as realised returns:

    - Gains and losses on realisation of investments;

    - Realised exchange differences of a capital nature;

    - Expenses and finance costs, together with the related tax effect to this
    reserve in accordance with the policies; and

    - Realised gains and losses on transactions undertaken to hedge an exposure
    of a capital nature.


The following are accounted for as unrealised returns:

    - Increases and decreases in the valuation of investments held at the year

    - Unrealised exchange differences of a capital nature, and

    - Unrealised gains and losses on transactions undertaken to hedge an
    exposure of a capital nature.

Dividends in respect of equity shares
                                                                               Year ended           10th January 2001 to
                                                                        31st January 2003              31st January 2002
                                                                                        £                              £

Ordinary final proposed
of 0.80p per share (2002: 1.70p)                                                  263,527                        560,845
Total                                                                             263,527                        560,845

The Directors recommend the payment of a Final Dividend of 0.80p per ordinary
share in respect of the year ended 31st January 2003 (Final Dividend in respect
of the period ended 31st January 2002: 1.70p per ordinary share). The dividend
will be paid on 19th June 2003 to shareholders who appear on the register of
members at the close of business on 23rd May 2003.

Return per ordinary share

Basic and diluted revenue return per ordinary share is based on the net revenue
on ordinary activities after taxation of £395,848

(2002: £679,718) and on 32,967,572 (2002: 27,249,556) ordinary shares, being the
weighted average number of ordinary shares in issue during the year.

Basic and diluted capital return per ordinary share is based on net capital
losses for the financial year of £6,811,234 (2002: net capital gains: £27,400)
and on 32,967,572 (2002: 27,249,556) ordinary shares, being the weighted average
number of ordinary shares in issue during the year.

Annual General Meeting

The Annual General Meeting of the Company will be held at 21 New Street,
Bishopsgate, London EC2M 4HR on Thursday 12th June 2003 at 11.30 am.

Statutory Report and Accounts

The financial information set out above does not constitute the Company's
statutory accounts for the year ended 31st January 2003. Statutory accounts for
2003 will be finalised on the basis of the financial information presented by
the directors in this preliminary announcement and will be delivered to the
Registrar of Companies following the Company's Annual General Meeting.

The Company will be circulating the full Report and Accounts to shareholders
shortly and copies will be available from the Registered Office of the Company,
21 New Street, Bishopsgate, London EC2M 4HR.

                      This information is provided by RNS
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