16
Fore sight VCT Foresight VCT plc Unaudited Half-Yearly Report for the six month period ended 30 June 2009

Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

  • Upload
    others

  • View
    0

  • Download
    0

Embed Size (px)

Citation preview

Page 1: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Unaudited Half-Yearly Report for the six month period ended 30 June 2009

1

Foresight VCT

Foresight VCT plcUnaudited Half-Yearly Reportfor the six month periodended 30 June 2009

16994FORESIGH cvr.indd 116994FORESIGH cvr.indd 1 02/09/2009 11:3302/09/2009 11:33

Page 2: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Foresight VCT plc

1

1

ContentsChairman’s Statement 1

Investment Summary 3

Unaudited Half-Yearly Results and

Responsibility Statements 6

Unaudited Income Statement 7

Unaudited Balance Sheet 8

Unaudited Cash Flow Statement 9

Unaudited Reconciliation of Movements

in Shareholders’ Funds 9

Notes to the Unaudited Financial Statements 10

Shareholder Information 12

Objective

Website: www.foresightgroup.eu

VCT Tax Benefit for Shareholders beyond 6 April 2006

To provide private investors with attractive returns from a portfolio of investments in fast-growing unquoted technology-based companies in the United Kingdom. It is the intention to maximise tax-free income available to investors from a combination of dividends and interest received on investments and the distribution of capital gains arising from trade sales or flotations.

To obtain VCT tax reliefs on subscriptions up to £200,000 per annum, a VCT investor must be a ‘qualifying’ individual over the age of 18 with UK taxable income. The tax reliefs for subscriptions from 6 April 2006 are:

l Income tax relief of 30% on subscription into new shares, which is retained by shareholders if the shares are held for more than five years.

l VCT dividends (including capital distributions of realised gains on investments) are not subject to income tax.

l Capital gains on disposal of VCT shares are tax free, whenever the disposal occurs.

l Summary

l Net asset value per Ordinary Share as at 30 June 2009 was 39.2p compared to 42.2p as at 31 December 2008.

l An interim dividend of 1.0p per Ordinary Share was paid on 29 May 2009.

l Top-up offer launched in October 2008 closed on 31 May 2009 having raised £1.3 million.

l Three new investments were made in: @Futsal (£29,012), a growth capital opportunity; Land Energy (£110,000), an environmental opportunity; and Diagnos Holdings (£750,000), a management buy-out opportunity.

l The Company made five follow-on investments during the period totalling £495,526. These were Silvigen (£171,633), ANT (£128,400), smartFOCUS (£86,250), Clarity Commerce Solutions (£74,900) and SkillsMarket (£34,343).

16994FORESIGH cvr.indd 216994FORESIGH cvr.indd 2 02/09/2009 11:3302/09/2009 11:33

Page 3: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Unaudited Half-Yearly Report for the six month period ended 30 June 2009

01

Peter DicksChairman

l Introduction and ResultsDuring the six months under review, stock marketsstabilised as a result of the belief that the worst of thebanking crisis may be over and the positive effects ofGovernmental stimulus packages around the world, whichhave started to filter through the economy. Althoughstock market sentiment is improving, trading and creditconditions remain difficult in many sectors of the economy.While these market conditions have had an, albeit limited,effect on the unquoted holdings within our portfolio, severalAIM quoted holdings have seen an increase in share priceas a result of the recent market improvement.

Against this background your Company’s net asset value fell to 39.2p per share from 42.2p per share six months earlier. The net asset value at 30 June 2009 was after the payment of a 1.0p per share dividend paid to shareholders in May 2009.

l Portfolio ReviewDuring the six months under review the performance of a number of portfolio companies continued to improve, reflecting growing demand and strong sales pipelines,most notably Alaric Systems, Actimax, Aquasium and Diagnos Holdings.

Alaric is progressing with the refocusing of its sales efforts and increased outsourcing. Sales have increased,costs have been reduced and importantly the company has moved into profitability. Alaric has a strong sales prospect list and the outlook for the year to March 2010 ispromising.

Actimax continued its sales growth in the first six months of 2009 with revenues in excess of £3.1 million and operating profits close to £162,000. This is seen as a particularly strong performance given very difficult markets as a consequence of the recession. Importantly,the business continues to increase its proportion of contracted revenues.

Aquasium generated a group operating profit of£1.15 million on sales of £11.4 million for the year ended 31 December 2008 and revenues have grown in the six months to 30 June 2009 to £6.3 million.

The investment in Diagnos Holdings was only made in February this year and it is trading well both in terms of revenues and profitability. The company is currently working on a new range of automotive diagnostic products for the garage market, due to launch inSeptember, as well as launching its existing products in France and Germany later this year.

To reduce costs, its Board is transitioning Oxonicatowards a low cost, profitable pure royalty business model. Oxonica delisted from AIM on 4 August 2009 and made several redundancies. Partnership discussions are being held for all of its businesses, with the aim ofestablishing profitable relationships, based primarily on royalties from partners’ product sales. Unfortunately, theCourt of Appeal’s decision in favour of Neuftec with regardto the payment by Oxonica of past Envirox royalties has in the short term clouded potential discussions on partnering Envirox.

In its annual results announced on 2 March 2009, ANT announced significantly improved results for the year ended 31 December 2008. The company confirmed that royalty income from licensees continued to grow and, in addition to recently announced contract wins, the company has a strong pipeline of new business opportunities and is seeing encouraging growth in trading in its target markets. The company’s share price has increased from 27.5p per share as at 31 December 2008 to 49.0p per share as at 19 August 2009.

Sarantel, an AIM-listed company, announced that revenuesfor the six months to 31 March 2009 were £1.7 million,which was a 64% increase over the same period a yearearlier resulting in a pre-tax loss of £1.3 million, a 35%reduction in the corresponding period in 2008. Its investmentin high value markets such as military and satellite antennashas resulted in these areas providing 50% (2008: 16%)of sales at higher margins. Despite the current economicclimate, consumer GPS revenues remain stable.

Reflecting poorer first half trading, a provision of £205,000 (34%) has been made against the previous carrying value of Aigis Blast Protection. Management has taken rapid action to reduce its cost base through redundancies, senior management pay cuts as well as other cost-cutting measures in order to see the company though to break-even.

As a result of a new funding round of £3 million at a reducedprice in Nanotecture, in which Foresight VCT did notparticipate, a further provision of approximately £250,000has been made against the original value of the investment.

Across all of the portfolio companies we have, whereappropriate, ensured management are focused on cash conservation and cost reductions in light of the current trading climate. The actions taken over the last few months should better place the majority of companies to ride out the current downturn and benefit from an improvement in trading conditions in due course.

l Investment ActivityThree new investments totalling £889,012 were made in the period in @Futsal (£29,012), a growth capital opportunity; Land Energy (£110,000), an environmental opportunity; and Diagnos Holdings (£750,000), a management buy-out opportunity.

@Futsal Limited has been established by the founding team of Covion (the successful Foresight investment sold

Chairman’s Statement

16994FORESIGH.indd 0116994FORESIGH.indd 01 02/09/2009 11:3802/09/2009 11:38

Page 4: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Foresight VCT plc

02

1 unquoted investments will be valued at cost for the 12 months following the date of acquisition as the most suitable approximation of fair value unless thereis an impairment in value during the period. Quoted investments and investments traded on AIM and PLUS Markets are valued at the bid price as at 30 June 2009. The portfolio valuations are prepared by Foresight Group and are subject to approval by the Board.

l Share Issues and Share Buy-backsThe recent top-up offer raised gross proceeds of£1.3 million between its launch in October 2008 until its close on 31 May 2009. Of this total, £1.1 million was raised in the current period through the issue of 2,648,830 Ordinary Shares at prices ranging from 42.0p to 47.0p pershare. These funds enable your Company to remain an active investor in the current market and take advantage of new opportunities.

Additionally, 58,335 shares were issued under the dividend reinvestment scheme at 39.1p per share raising proceeds of £23,000.

All of these share issues were under the new VCT provisions that commenced on 6 April 2006, namely:30% upfront income tax relief which can be retained by qualifying investors if the shares are held for the minimum five year holding period.

As part of the Company’s active buy-back programme, during the period 317,510 Ordinary Shares werepurchased for cancellation at a cost of £103,000.

l OutlookThe volatility and poor sentiment of the financial markets as well as the increasing difficulty in raising debt finance have proved a double edged sword for the Company. On the one hand Foresight Group’s deal flow of companies seeking investment, particularly in the environmental infrastructure sector, is stronger than ever as potential investee companies are finding financial institutions currently less inclined to invest than in the recent past. Onthe other hand, there is evidence of trade sales within the portfolio being delayed or terminated as a result of the lack of finance available to potential acquirers.

The Board and Foresight Group are conscious that we are in a period of economic slowdown and tight creditconditions. In this environment all investee companies have been and will continue to be encouraged to keep a tight control on costs and conserve cash.

Peter DicksChairman28 August 2009

to Balfour Beatty in 2007 for £33 million at a multiple of over four times cost) to roll out a chain of indoor football centres. Futsal is the fastest growing indoor sport in the World with 30 million people playing internationally. Thesport has not yet developed in the UK but, as the only form of small sided football supported by the FA, UEFAand FIFA and with the support of major sports brands,it is rapidly gaining momentum.

Land Energy has been set up to generate renewable power from virgin wood and to exploit the growing demand for wood pellets as a renewable fuel, through a series of plants countrywide. These plants will generate electricity for sale to the grid and either use heat for pellet production or to supply heat to a nearby user.The company will therefore be both a combined heat and power (“CHP”) generation operator and a pellet producer. The UK Government has identified CHP asa highly efficient form of energy use, which was further incentivised in April 2009 when it became eligible for double Renewable Obligation Certificates.

Diagnos Holdings develops and sells sophisticated automotive diagnostic software and hardware to independent mechanics and garages to allow them to service and repair vehicles. As cars have become increasingly sophisticated, they have become morereliant on electronic systems to run functions such as fuelinjection and engine management systems. To fix any fault a mechanic needs to be able to ‘talk to’ the computer running the process or system. Diagnos Holdings specialises in providing the sophisticated softwareanalysis tools necessary for these tasks.

Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen (£171,633), ANT (£128,400), smartFOCUS (£86,250), Clarity Commerce Solutions (£74,900) and SkillsMarket (£34,343).

Several small market purchases were made in some AIM listed companies currently held in the portfolio which we believe were trading significantly below their underlying real value. These include the amounts invested in ANT plc,smartFOCUS Group plc and Clarity Commerce Solutions plc noted above.

Demand from recruitment companies for SkillsMarket’sproducts and services has suffered as a consequence ofgeneral trading conditions within the recruitment industryand a further provision of £1,026,000 has been madeagainst this investment. A further £1 million was successfullyraised from existing shareholders in two tranches inDecember 2008 and February 2009, in which ForesightVCT participated, to provide ongoing working capital. Wecontinue to carefully monitor the progress of this investment.

Silvigen has positioned itself to supply the importantbiomass fuel needs of the UK power generation sectorand the developing industrial heat sector, both of which aredriven by a number of regulatory incentives. The companyraised £1.2 million in June 2009, of which Foresight VCTinvested £171,633, to provide ongoing working capital forthe business as a result of operational delays.

l Valuation PolicyInvestments held by the Company have been valued in accordance with the International Private Equity and Venture Capital (“IPEVC”) Valuation Guidelines developedby the British Venture Capital Association and other organisations, under which investments are valued, as defined in the guidelines, at “fair value”. Ordinarily,

Chairman’s Statement

16994FORESIGH.indd 0216994FORESIGH.indd 02 02/09/2009 11:3802/09/2009 11:38

Page 5: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Unaudited Half-Yearly Report for the six month period ended 30 June 2009

03

Investment Summary

30 June 2009 31 December 2008

Amount Amount

Investment invested Valuation Valuation Methodology invested Valuation

£ £ £ £

Actimax plc 546,668 1,725,286 * Discounted indicative offer 546,668 1,725,286

DCG Group Limited 938,220 1,550,985 * Discounted revenue multiple 938,220 1,550,985

Aquasium Technology Limited 1,930,000 1,526,355 * Discounted earnings multiple 1,930,000 1,607,022

smartFOCUS Group plc (AIM listed) 821,667 1,156,163 * Bid price 735,417 639,878

Alaric Systems Limited 1,473,372 1,105,029 * Cost less provision 1,473,372 736,686

Closed Loop Recycling Limited 1,000,000 1,000,000 * Cost 1,000,000 1,000,000

Trilogy Communications Limited 825,000 825,000 * Latest funding round 825,000 825,000

Diagnos Holdings Limited 750,000 750,000 * Cost — —

Corero plc (AIM listed) 1,903,116 660,804 * Bid price 1,903,116 685,211

ANT plc (AIM listed) 1,225,600 600,945 * Bid price 1,097,200 424,172

Oxonica plc (AIM listed)† 2,804,473 550,996 Bid price 2,804,473 1,102,146

Camwood Limited 514,090 514,090 Cost 514,090 514,090

iCore Limited 750,000 500,000 Cost less provision 750,000 500,000

SkillsMarket Limited 1,394,831 487,886 Price of recent funding round 1,360,488 1,479,238

less provision

Silvigen Limited 421,633 421,633 Cost 250,000 250,000

FfastFill plc (AIM listed) 850,225 405,279 Bid price 850,225 307,996

Aigis Blast Protection Limited 840,767 400,364 Price of recent funding round 840,767 605,148

less provision

Sarantel Group plc (AIM listed) 3,640,167 359,352 Bid price 3,640,167 197,579

Clarity Commerce Solutions plc 674,900 352,450 Bid price 600,000 138,000

(AIM listed)

Lynwood Group Holdings Limited 300,000 300,000 Cost 300,000 300,000

Nanotecture Group plc 1,000,000 250,000 Cost less provision 1,000,000 499,415

alwaysON Group Limited 315,105 236,329 Cost less provision 315,105 236,329

Infrared Integrated Systems Limited 250,005 218,754 Cost less provision 250,005 187,504

Land Energy Limited 110,000 110,000 Cost — —

@Futsal Limited 29,012 29,012 Cost — —

25,308,851 16,036,712 23,924,313 15,511,685

Companies in liquidation have been excluded from the table above.

* Top ten investments by value shown on pages 4 to 5.

† In the table above, Oxonica plc is valued at the 30 June 2009 bid price of 7.12p per share. On 4 August 2009 the company delisted

from AIM when the bid price was 2.75p per share.

16994FORESIGH.indd 0316994FORESIGH.indd 03 02/09/2009 11:3802/09/2009 11:38

Page 6: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Foresight VCT plc

04

1

Investment Summary Top ten investments by value as at 30 June 2009 are detailed below:

Actimax plc

sells, installs and maintains converged Voice and Data solutions to small and medium sized businesses. Its revenues have grown stronglyover the past three years particularly as a result of specialising in multisite companies that require functions such as remote working, unifiedmessaging and call centre technology. Now over half the revenues are from ongoing contracts with the balance from new system sales.Actimax have recently supplied Wimbledon All England Lawn Tennis and Croquet club with a large converged solution for 1,000 users. OtherActimax customers include the Restaurant Group with 320 nationwide sites linked on a wide area network and The Historic Royal Palacesincluding Hampton Court and the Tower of London.

DCG Group Limited

is a provider of data storage and back-up solutions to corporates either remotely as a managed service or at customers’ premises. The demand for Datapoint’s services is driven by greater compliance requirements for retention and retrieval of data and the ever growingvolume of electronic data produced by organisations. DCG’s growth slowed in the year to March 2009 as enterprise customers reducedtheir IT CAPEX budgets, however the managed services offering continued to win long-term contracts with blue chip customers.

Aquasium Technology Limited

is principally engaged in the design, manufacture, sales and servicing of electron beam welding and vacuum furnace equipment. Thegroup also provides component manufacturing and processing services utilising electron beam welding, laser machining, heat treating,abrasive water jet cutting, conventional welding and machining. Operating profit in the year ended 31 December 2008 was substantially ahead of the previous year.

smartFOCUS Group plc (AIM listed)

has 120 staff in offices in Bristol, Paris, Boston, Amsterdam and Singapore and 600 customers. smartFOCUS provides multi-channel marketing software and services that enable direct marketers to improve efficiency and productivity (including planning, targeting,executing and subsequent analysis) of direct marketing campaigns. The company provides an integrated suite of products at a lower costthan comparable alternative offerings, without sacrificing effective performance speeds or analysis functionality. The business model hassuccessfully changed from unpredictable, lumpy perpetual licence sales to a software as a service (“SaaS”) model which generatesrecurring revenues and improves the quality and visibility of revenues. This broadens the market by lowering investment hurdles andreducing operational costs while mitigating the long sales cycles and seasonality associated with large perpetual licence contracts. Outside the UK, the company operates through a worldwide network of partners, such as marketing services businesses, systemsintegrators and agencies. Results for H1 to 30 June 2009 were stated to be ahead of the Board’s expectations and budget with sales up13% on H1 2008’s sales of £5 million and profits “significantly ahead”. Forty new customer and partner contracts were won in H1,including Sony, Betfair, Virgin Games and Dallas Morning News.

Alaric Systems Limited

develops payment system software, principally credit card authorisation (“Authentic”) and card fraud detection (‘Fractals’) software,which is sold to major financial institutions, card processors and retailers worldwide. Following a strategic review in mid 2008, costs werereduced appreciably and a new office opened in Kuala Lumpur, to which certain activities were transferred and where costs are lower than in London. Since then, the company’s products have gained increasing recognition and traction, resulting in increasing sales andorders. The company made its first ever net profit of £125,000 on sales of £3.6 million for the year to 31 March 2009 and is now well positioned for further growth as a result of entering new geographic regions (such as the Far East) and new markets, particularly retailers.

16994FORESIGH.indd 0416994FORESIGH.indd 04 02/09/2009 11:3802/09/2009 11:38

Page 7: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Unaudited Half-Yearly Report for the six month period ended 30 June 2009

05

Investment Summary

Closed Loop Recycling Limited

is the first plant in the UK to recycle waste PET and HDPE plastic bottles into food grade packaging material. Following a £15 millionprivate and public sector funding issue led by Foresight Group, the 35,000 tonne capacity plant in Dagenham (East London) is now ramping up volumes following commissioning. The company is enjoying very strong market demand and has now announced its secondUK plant in North Wales. The company is delivering food-grade product being used for packaging by various companies including M&S.

Trilogy Communications Limited

is a world class supplier of audio communications and broadcast solutions to the defence, emergency management, industrial andbroadcast sectors. Trilogy counts some of the world’s best known names in broadcast and defence among its customer base includingthe BBC, Sony, Radio France, Raytheon, Northrop Grumman and BAE. The company continues on a strong growth track, with Trilogy’snew Mercury IP system making particularly good progress in the US defence market. During 2009, Trilogy won the Queen’s Award forEnterprise in International Trade.

Diagnos Holdings Limited (trading as Autologic Diagnostics Limited)

was founded in 1999 and develops and sells sophisticated automotive diagnostic software and hardware that enables independentmechanics, dealerships and garages to service and repair vehicles. As cars have become increasingly sophisticated and more relianton electronic systems, mechanics need to be able to communicate to the in-car computer running the process or system, which in turnrequires a diagnostic tool. Diagnos supplies its “Autologic” product to well-known car brands including Land Rover, BMW, Mercedes, Jaguar, VAG (VW, Audi, Skoda) and Porsche.

Corero plc (AIM listed)

designs, develops and delivers market leading software for financial institutions through its Financial Markets division, and forbusiness and education markets through its Business Systems division. The Financial Markets division comprises the BlueCurve and Radica product lines which allow securities and investment houses to improve the production and distribution of their financial research, and address the needs of asset servicing operations for the global banking and securities sector. The Business Systemsdivision comprises the Eclipse and Resource products focused on the public sector, in particular the education market, and on theprofessional services sector, in particular companies using project costings such as architects and engineers. Corero’s resultsfor 2008 showed a significant improvement over those for 2007, with revenues of £5.25 million and a trading profit of £0.27 million.

ANT plc (AIM listed)

develops and licenses embedded application software for use in digital TV related consumer electronic devices, such as set top boxesand broadband and satellite TVs. ANT’s unique combination of proven browser, digital-media management and user application interfacesoftware enables TV operators (whether terrestrial, cable or satellite broadcasters), Telcos and set top and other device manufacturersto deliver digital content and services to end users via branded interfaces across a range of media platforms. ANT’s products can beintegrated quickly and cost effectively into any platform and operating system, across a wide range of devices such as set top boxes, TVs,DVD players and multimedia handhelds and facilitate the introduction of a wide range of new services. ANT software has been extensivelydeployed by customers throughout the World including France Telecom, Chungwha Telecom, Amino, Cisco, Samsung, Pirelli and Sagem.

16994FORESIGH.indd 0516994FORESIGH.indd 05 02/09/2009 11:3802/09/2009 11:38

Page 8: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Foresight VCT plc

06

1

Unaudited Half-Yearly Results and Responsibility Statements

I Principal Risks and UncertaintiesThe principal risks faced by the Company can be divided into various areas as follows:

• Performance;

• Regulatory;

• Operational; and

• Financial.

The Board reported on the principal risks and uncertainties faced by the Company in the Annual Report and Accounts forthe year ended 31 December 2008. A detailed explanation can be found on page 15 of the Annual Report and Accounts which is available on www.foresightgroup.eu or by writing to Foresight Group at ECA Court, South Park, Sevenoaks, Kent, TN13 1DU.

In the view of the Board, there have not been any changes to the fundamental nature of these risks since the previous report and these principal risks and uncertainties are equally applicable to the remaining six months of the financial yearas they were to the six months under review.

I Directors’ Responsibility Statement:The Disclosure and Transparency Rules (“DTR”) of the UK Listing Authority require the Directors to confirm their responsibilities in relation to the preparation and publication of the Interim Report and financial statements.

The Directors confirm to the best of their knowledge that:

(a) the summarised set of financial statements has been prepared in accordance with the pronouncement on interim reporting issued by Accounting Standards Board;

(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year);

(c) the summarised set of financial statements give a true and fair view in accordance with UK GAAP of the state of affairs of the Company and of the profit and loss of the Company for that period and comply with UK GAAP andCompanies Act 2006; and

(d) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and changes therein).

The half-yearly Financial Report has not been audited or reviewed by the auditors.

By order of the Board

Peter DicksChairman28 August 2009

16994FORESIGH.indd 0616994FORESIGH.indd 06 02/09/2009 11:3802/09/2009 11:38

Page 9: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Unaudited Half-Yearly Report for the six month period ended 30 June 2009

07

Six

mo

nths

end

ed30

June

2009

Six

mon

ths

ende

d30

June

2008

Year

ende

d31

Dec

embe

r20

08

(una

udite

d)

(una

udite

d)(a

udite

d)

Rev

enue

Cap

ital

Tota

lR

even

ueC

apita

lTo

tal

Rev

enue

Cap

ital

Tota

l

£’00

0£’

000

£’00

0£’

000

£’00

0£’

000

£’00

0£’

000

£’00

0

Inve

stm

enth

oldi

ngga

ins/

(loss

es)

—3,

280

3,28

0—

(1,6

59)

(1,6

59)

—(6

,332

)(6

,332

)

Rea

lised

loss

eson

inve

stm

ents

—(4

,089

)(4

,089

)—

(301

)(3

01)

—(4

87)

(487

)

Inco

me

181

—18

124

3—

243

490

—49

0

Inve

stm

entm

anag

emen

tfee

s(5

3)(1

59)

(212

)(8

9)(2

67)

(356

)44

131

175

Oth

erex

pens

es(1

54)

—(1

54)

(171

)—

(171

)(3

36)

—(3

36)

(Lo

ss)/

retu

rno

no

rdin

ary

activ

ities

bef

ore

taxa

tion

(26)

(968

)(9

94)

(17)

(2,2

27)

(2,2

44)

198

(6,6

88)

(6,4

90)

Taxa

tion

——

——

——

——

(Lo

ss)/

retu

rno

no

rdin

ary

activ

ities

afte

rta

xatio

n(2

6)(9

68)

(994

)(1

7)(2

,227

)(2

,244

)19

8(6

,688

)(6

,490

)

Ret

urn

per

shar

e(0

.1)p

(2.0

)p(2

.1)p

(0.1

)p(4

.8)p

(4.9

)p0.

4p(1

4.5)

p(1

4.1)

p

The

tota

lcol

umn

ofth

ein

com

est

atem

enti

sth

epr

ofit

and

loss

acco

unto

fthe

Com

pany

.All

reve

nue

and

capi

tali

tem

sin

the

inco

me

stat

emen

tder

ive

from

cont

inui

ngop

erat

ions

.The

rew

ere

nore

cogn

ised

gain

sor

loss

esfo

rth

epe

riod

othe

rth

anth

ose

reco

gnis

edin

the

unau

dite

din

com

est

atem

enta

bove

and

acco

rdin

gly

nost

atem

ento

ftot

alre

cogn

ised

gain

san

dlo

sses

has

been

prep

ared

.

Unaudited Income Statementfor the six months ended 30 June 2009

16994FORESIGH.indd 0716994FORESIGH.indd 07 02/09/2009 11:3802/09/2009 11:38

Page 10: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Foresight VCT plc

08

1

Unaudited Balance Sheetat 30 June 2009

30 June 2009 30 June 2008 31 December 2008

(unaudited) (unaudited) (audited)

£’000 £’000 £’000 £’000 £’000 £’000

Non-current assets

Assets held at fair value through

profit or loss — Investments 16,037 18,353 15,512

Current assets

Debtors 1,610 1,675 1,423

Money market and other investments 692 4,124 2,750

Cash 945 44 94

3,247 5,843 4,267

Creditors: amounts falling due

within one year (177) (466) (209)

Net current assets 3,070 5,377 4,058

Net assets 19,107 23,730 19,570

Capital and reserves

Called-up share capital 488 462 464

Share premium account 11,915 10,631 10,817

Capital redemption reserve 17 — 14

Special distributable reserve 18,631 18,942 19,225

Capital reserve (11,618) (5,790) (10,650)

Revenue reserve (326) (515) (300)

Equity shareholders’ funds 19,107 23,730 19,570

Net asset value per share 39.2p 51.3p 42.2p

16994FORESIGH.indd 0816994FORESIGH.indd 08 02/09/2009 11:3802/09/2009 11:38

Page 11: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Unaudited Half-Yearly Report for the six month period ended 30 June 2009

09

Unaudited Cash Flow Statementfor the six months ended 30 June 2009

Year ended

Six months ended Six months ended 31 December

30 June 2009 30 June 2008 2008

(unaudited) (unaudited) (audited)

£’000 £’000 £’000

Operating activities

Investment income received 86 25 213

Deposit and similar interest received 57 105 248

Investment management fees paid (189) (357) (272)

Secretarial fees paid (58) (29) (59)

Other cash payments (109) (177) (252)

Net cash outflow from operating activities and returns on investment (213) (433) (122)

Taxation — — —

Returns on investment and servicing of finance

Purchase of unquoted investments and investments quoted on AIM (1,385) (825) (2,827)

Net proceeds on sale of unquoted investments — 100 133

Net proceeds on sale of quoted investments — 1,188 1,190

Net proceeds on deferred consideration 110 — —

Net capital (outflow)/inflow from financial investment (1,275) 463 (1,504)

Equity dividends paid (491) (2,282) (2,282)

Management of liquid resources

Movement in money market and other deposits 2,058 1,228 2,470

2,058 1,228 2,470

Financing

Proceeds of fund raisings net of expenses 960 1,000 1,884

Dividends reinvested 23 127 127

Repurchase of own shares (106) (100) (520)

877 1,027 1,491

Increase in cash 956 3 53

Unaudited Reconciliation of Movements in Shareholders’ Fundsfor the six months ended 30 June 2009

Called-up Share Capital Special

share premium redemption distributable Capital Revenue

capital account reserve reserve reserve reserve Total

£’000 £’000 £’000 £’000 £’000 £’000 £’000

As at 1 January 2009 464 10,817 14 19,225 (10,650) (300) 19,570

Share issues in the period 26 1,145 — — — — 1,171

Expenses on share issues — (69) — — — — (69)

Shares repurchased

in the period (3) — 3 (103) — (103)

Dividend paid — — — (491) — — (491)

Dividend reinvested 1 22 — — — — 23

Retained loss

for the period — — — — (968) (26) (994)

As at 30 June 2009 488 11,915 17 18,631 (11,618) (326) 19,107

16994FORESIGH.indd 0916994FORESIGH.indd 09 02/09/2009 11:3802/09/2009 11:38

Page 12: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Foresight VCT plc

10

1

Notes to the Unaudited Financial Statementsfor the six months ended 30 June 2009

1 The unaudited interim results have been prepared on the basis of accounting policies set out in the statutory accounts of the

Company for the year ended 31 December 2008. Unquoted investments have been valued in accordance with IPEVC guidelines.

Quoted investments are stated at bid prices in accordance with the IPEVC guidelines and Generally Accepted Accounting

Practice.

2 These are not statutory accounts in accordance with section 435 of the Companies Act 2006 and are neither audited nor

reviewed. Statutory accounts in respect of the period to 31 December 2008 have been audited and reported on by the

Company’s auditors and delivered to the Registrar of Companies. No statutory accounts in respect of any period after

31 December have been reported on by the Company’s auditors or delivered to the Registrar of Companies. The auditors have

reported on the statutory accounts for the year ended 31 December 2008; their report was unqualified, and did not contain

statements under s498(2) or (3) Companies Act 1985.

3 Copies of the Interim Report will be sent to shareholders and will be available for inspection at the Registered Office of the

Company at ECA Court, South Park, Sevenoaks, Kent, TN13 1DU.

4 Net asset value per share

The net asset value per share is based on net assets at the end of the period and on 48,765,445 Ordinary Shares, being

the number of Ordinary Shares in issue at 30 June 2009 (30 June 2008: 46,235,252 Ordinary Shares, 31 December 2008:

46,375,790 Ordinary Shares).

5 Return per share Year ended

Six months ended Six months ended 31 December

30 June 2009 30 June 2008 2008

(unaudited) (unaudited) (audited)

£’000 £’000 £’000

Total return after taxation (994) (2,244) (6,490)

Basic return per share (note a) (2.1)p (4.9)p (14.1)p

Revenue return from ordinary activities after taxation (26) (17) 198

Revenue return per share (note b) (0.1)p (0.1)p 0.4p

Capital return from ordinary activities after taxation (968) (2,227) (6,688)

Capital return per share (note c) (2.0)p (4.8)p (14.5)p

Weighted average number of shares in issue in the period 46,574,328 46,032,534 46,155,407

Notes:

a) Total return per share is total return after taxation divided by the weighted average number of shares in issue during the period.

b) Revenue return per share is net revenue after taxation divided by the weighted average number of shares in issue during the

period.

c) Capital return per share is total capital return after taxation divided by the weighted average number of shares in issue during the

period.

Earnings for the period should not be taken as a guide to the results for the full year.

16994FORESIGH.indd 1016994FORESIGH.indd 10 02/09/2009 11:3802/09/2009 11:38

Page 13: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Unaudited Half-Yearly Report for the six month period ended 30 June 2009

11

Notes to the Unaudited Financial Statementsfor the six months ended 30 June 2009

6 Income

Six months Six months Year ended

ended ended 31 December

30 June 2009 30 June 2008 2008

(unaudited) (unaudited) (audited)

£’000 £’000 £’000

Loan stock interest 159 105 225

Overseas based OEICS 7 133 210

Bank deposits 7 1 18

Interest received on VAT refunded — — 28

Other 8 4 9

181 243 490

7 Assets held at fair value through profit or loss — Investments

Quoted on

AIM Unquoted Total

£’000 £’000 £’000

Book cost at 1 January 2009 11,631 18,505 30,136

Investment holding losses (8,136) (6,488) (14,624)

Valuation at 1 January 2009 3,495 12,017 15,512

Purchases at cost 290 1,095 1,385

Sale proceeds — — —

Realised losses — (4,199) (4,199)

Investment holding gains 301 3,038 3,339

Valuation at 30 June 2009 4,086 11,951 16,037

Book cost at 30 June 2009 11,921 15,401 27,322

Investment holding losses (7,835) (3,450) (11,285)

Valuation at 30 June 2009 4,086 11,951 16,037

8 Related Parties

Bernard Fairman is the managing partner of Foresight Group, which acts as investment manager to the Company in respect of its

venture capital investments and received fees of £211,841 during the period (12 months to 31 December 2008: £600,496,

6 months to 30 June 2008: £303,560 excluding VAT). Foresight Fund Managers Limited, a subsidiary of Foresight Group,

received £50,000 excluding VAT during the period in respect of accounting and secretarial services (12 months to 31 December

2008: £87,965, 6 months to 30 June 2008: £25,000).

16994FORESIGH.indd 1116994FORESIGH.indd 11 02/09/2009 11:3802/09/2009 11:38

Page 14: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Foresight VCT plc

12

1

Shareholder Information

Dividends

Shareholders who wish to have dividends paid directly into their bank account rather than by cheque to their registered address can

complete a Mandate Form for this purpose. Mandates can be obtained by telephoning the Company’s registrar, Computershare Investor

Services plc (see back cover for details).

Share price

The Company’s Ordinary Shares are listed on the London Stock Exchange. The mid-price of the Company’s Ordinary Shares is given

daily in the Financial Times in the Investment Companies section of the London Share Service. Share price information can also be

obtained from many financial websites.

Notification of change of address

Communications with shareholders are mailed to the registered address held on the share register. In the event of a change of address

or other amendment this should be notified to the Company’s registrar, Computershare Investor Services plc, under the signature of the

registered holder.

Trading shares

The Company’s Ordinary Shares can be bought and sold in the same way as any other quoted company on the London Stock

Exchange via a stockbroker. The primary market makers for Foresight VCT plc are Singer Capital Markets and Matrix Corporate Capital.

Investment in VCTs should be seen as a long-term investment and Shareholders selling their shares within three years of original

purchase (five years post-6 April 2006) may lose any tax reliefs claimed. Investors who are in any doubt about selling their shares should

consult their independent financial adviser.

Please call Foresight Group (see details below) if you or your adviser have any questions about this process.

Indicative financial calendar

April 2010 Announcement of preliminary results for the year ending 31 December 2009.

April 2010 Posting of the annual report for the year ending 31 December 2009.

May 2010 Annual General Meeting.

August 2010 Announcement of Half-Yearly Results for the six months ending 30 June 2010.

Open invitation to meet the Investment Manager

As part of our investor communications policy, shareholders can arrange a mutually convenient time to come and meet the Company’s

investment management team at Foresight Group. If you are interested please call Foresight Group (see details below).

Enquiries

Please contact Foresight Group for any queries regarding Foresight VCT plc:

Telephone: 01732 471800

Fax: 01732 471810

e-mail: [email protected]

website: www.foresightgroup.eu

Foresight VCT plc is managed by Foresight Group which is authorised and regulated by the Financial Services Authority. Past

performance is not necessarily a guide to future performance. Stock markets and currency movements may cause the value of the

investments and the income from them to fall as well as rise and investors may not get back the amount they originally invested. Where

investments are made in unquoted securities and smaller companies, their potential volatility may increase the risk to the value of, and

the income from, the investment.

16994FORESIGH.indd 1216994FORESIGH.indd 12 02/09/2009 11:3802/09/2009 11:38

Page 15: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 616994FORESIGH cvr.indd 316994FORESIGH cvr.indd 3 02/09/2009 11:3302/09/2009 11:33

Page 16: Fore sight VCT · analysis tools necessary for these tasks. Several small follow-on investments totalling £495,526 were also made during the half-year under review. These were Silvigen

16994 02/09/09 Proof 6

Foresight VCTECA CourtSouth ParkSevenoaksKentTN13 1DU

1

Corporate Information

DirectorsPeter Dicks (Chairman)Antony DimentBernard FairmanGordon Humphries

Company SecretaryForesight Fund Managers LimitedECA CourtSouth ParkSevenoaksTN13 1DU

Registered Office and Investment AdvisersForesight GroupECA CourtSouth ParkSevenoaks TN13 1DU

Auditors and Tax AdvisersErnst & Young LLP1 More London PlaceLondon SE1 2AF

BankersLloyds TSB plcMidland and North Wales RegionalCommercial Services Office123 Colmore RowBirminghamB3 2DL

Solicitors and VCT Status AdvisersMartineau No. 1 Colmore SquareBirmingham B4 6AA

Registrar Computershare Investor Services PLCPO Box 82The PavilionsBridgwater RoadBristol BS99 6ZZ

Registered Number 3421340

Contact Numbersl Registrar’s Shareholder Helpline — Computershare (0870 703 6388)l General and Portfolio Queries — Foresight Group (01732 471800)

16994FORESIGH cvr.indd 416994FORESIGH cvr.indd 4 02/09/2009 11:3302/09/2009 11:33