Upload
others
View
0
Download
0
Embed Size (px)
Citation preview
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
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
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
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
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
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
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
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
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
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
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
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
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
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
16994 02/09/09 Proof 616994FORESIGH cvr.indd 316994FORESIGH cvr.indd 3 02/09/2009 11:3302/09/2009 11:33
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