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<strong>Foresight</strong> 4 VCT plc<br />

Interim Report for the six months<br />

ended 31 August 2005


Objective<br />

The objective of <strong>Foresight</strong> 4 VCT plc is to provide private investors with attractive returns from<br />

a portfolio of investments in fast growing unquoted technology-based companies in the<br />

United Kingdom. It is the intention to maximise the tax-free income available to investors from<br />

a combination of dividends and interest received on investments and the distribution of capital<br />

gains arising from trade sales or flotations.<br />

VCT Tax Benefit for Shareholders beyond 6 April 2004<br />

To obtain VCT tax reliefs on subscriptions up to £200,000 per annum, a VCT investor must be a<br />

‘qualifying’ individual over the age of 18 with UK taxable income. The tax reliefs for subscriptions<br />

since 6 April 2004 are:<br />

• Income tax relief of up to 40% on subscription of new shares, which is retained by<br />

shareholders if the shares are held for more than three years. This relief is available for<br />

the two tax years 2004/05 and 2005/06.<br />

• VCT dividends (including capital distributions of realised gains on investments) are not<br />

subject to income tax.<br />

• Capital gains on disposal of VCT shares are tax free, whenever the disposal occurs.<br />

Website: www.foresightvct.com<br />

Contents<br />

Summary and Chairman’s Statement 1<br />

Investment Summary 3<br />

Profit and Loss Account 9<br />

Statement of Total<br />

Recognised Gains and Losses 9<br />

Balance Sheet 10<br />

Summarised Statement of Cashflows 11<br />

Notes to the Interim Report 12<br />

Shareholder Information<br />

Corporate Information


Summary<br />

● As part of plans to raise up to £25m of new share capital, £832,000 was raised from existing shareholders in March 2005<br />

and the share capital was restructured in May 2005 (three ordinary shares of 5p each being consolidated into one new<br />

ordinary share of 1p each). An open offer for subscription to raise up to £24m was announced on 2 September 2005.<br />

● The Company invested £627,000 in follow-on funding rounds in three portfolio companies, namely Advanced Visual<br />

Technology (£200,000 net of a £50,000 loan repayment), Elam-T (£300,000) and EnSeal Systems (£127,000).<br />

● Two new investments were made during the period; £200,000 in alwaysON <strong>Group</strong> (VOiP telephony services) and<br />

£200,000 in Covion Holdings (facilities management).<br />

● During the period INCA Digital Printers was sold realising £2.3m in cash for <strong>Foresight</strong> 4 VCT, generating a return of<br />

three times the original cost of investment.<br />

● During the period The Casella <strong>Group</strong> sold its principal operating subsidiary, enabling Casella to redeem all its bank<br />

borrowings and a significant part of its shareholder loans, including £746,000 to <strong>Foresight</strong> 4 VCT.<br />

● Net asset value per share as at 31 August 2005 was 102.8p (compared to the equivalent 102.0p as at 28 February 2005),<br />

adjusted for the share consolidation in May 2005.<br />

● The Company has a mature portfolio of investments which, depending on their progress, could generate further<br />

successful exits and capital dividends.<br />

● The Company continues to exceed the 70% requirement for investment in qualifying holdings set by HM Revenue<br />

& Customs.<br />

Chairman’s Statement<br />

Peter Dicks<br />

Offers for Subscription, Share Consolidation and<br />

Change of Chairman<br />

During the six months to 31 August 2005, your Company<br />

made significant progress. In line with <strong>Foresight</strong> Venture<br />

Partners’ previously announced plans to raise further funds<br />

of up to £25 million for the Company via two offers, I am<br />

pleased to report that £832,000 was raised in March 2005<br />

through an initial offer for subscription to existing<br />

shareholders.<br />

On 23 June 2005, as previously announced, I replaced<br />

Roger Brooke as Chairman who still remains as a Director<br />

on the Board. I should like to take this opportunity to thank<br />

Roger for all his commitment and effort to the Company<br />

since inception.<br />

On 2 September 2005, following the three for one share<br />

consolidation, the second offer was formally announced,<br />

comprising a linked offer for subscription to the investing<br />

public with <strong>Foresight</strong> 3 VCT plc, another of the five VCTs<br />

managed by <strong>Foresight</strong> Venture Partners, whereby the two<br />

companies would raise up to £48m between them. Under<br />

this linked offer, which is currently open and will remain<br />

open until April 2006 (after which 40% income tax relief<br />

may be withdrawn), subscriptions will be divided equally<br />

between each company, thereby enabling each to raise up<br />

to £24m. With such new funds, your Company will be able<br />

to start a new phase in its life by participating in <strong>Foresight</strong><br />

Venture Partners’ strong deal flow and make new<br />

investments at a time in the economic cycle which is<br />

considered attractive. I consider this offer to be particularly<br />

important as it will increase the size of the Company,<br />

facilitate further investment and share buy backs, enhance<br />

liquidity in the Company’s shares and spread risk and<br />

running costs over a larger asset base while also<br />

increasing the prospects for dividends to recommence.<br />

In line with customary practice within the venture capital<br />

industry, it is proposed that <strong>Foresight</strong> Venture Partners be<br />

granted a performance related incentive as part of the<br />

second offer. Because of Bernard Fairman’s association<br />

with <strong>Foresight</strong> Venture Partners, your Company’s Manager,<br />

the grant of this performance related incentive is subject<br />

to shareholder approval and a circular and notice of<br />

extraordinary general meeting was recently sent to<br />

shareholders to seek such approval. This incentive relates<br />

solely to the new monies raised under this second offer and<br />

the terms are in line with current venture capital industry<br />

practice. I should like to confirm that the prior performance<br />

related incentive over the Company’s present assets will<br />

remain unchanged and unaffected by this new proposed<br />

carried interest incentive.<br />

The prospects of a number of portfolio companies continue<br />

to improve, with stronger order books and sales pipelines,<br />

most notably Footfall and EQOS. Advanced Visual<br />

Technology’s sales pipeline also continues to grow; its<br />

market leading retail space planning software is now being<br />

used by 50 major retailers Worldwide. Vectorcommand,<br />

through its US partner, continues to make good progress in<br />

the USA with its leading emergency simulation and training<br />

software. Other portfolio companies continue to experience<br />

more difficult trading conditions but are actively taking<br />

steps to improve their sales efforts or broaden their ranges<br />

of products or services in order to enhance sales growth.<br />

Investment activity<br />

During this six-month period, £627,000 was invested in<br />

follow-on funding rounds in three portfolio companies,<br />

namely Advanced Visual Technology (£200,000 net of a<br />

£50,000 loan repayment), Elam-T (£300,000) and EnSeal<br />

Systems (£127,000). In August 2005, Elam-T underwent a<br />

capital reorganisation, following which <strong>Foresight</strong> 4 VCT<br />

invested £300,000. The company raised the finance to<br />

continue the commercialisation of its promising organic<br />

light emitting display (OLED) materials, which are forecast<br />

to grow rapidly with applications in mobile phones, car<br />

stereos and MP3 players.<br />

<strong>Foresight</strong> 4 VCT plc<br />

1


Chairman’s Statement<br />

Two new investments were made during the period;<br />

£200,000 in alwaysON <strong>Group</strong>, a Reading based provider<br />

of VOiP telephony services to small and medium sized<br />

companies and £200,000 in Covion Holdings, a fast<br />

growing facilities management group providing a range<br />

of outsourced services to large companies.<br />

In June 2005, INCA Digital Printers was acquired by Dai<br />

Nippon Screen Mfg. Co. of Kyoto, Japan for £30m in cash,<br />

realising £2.3m in cash for <strong>Foresight</strong> 4 VCT and generating<br />

a return of three times the original cost of investment of<br />

£756,000. In May, The Casella <strong>Group</strong> sold its principal<br />

operating subsidiary, Casella Consulting Limited, one of<br />

the UK’s leading environmental consultancies, for £28.8m<br />

to Bureau Veritas, a major international environmental<br />

consultancy. This disposal enabled Casella to redeem all<br />

its bank borrowings and a significant part of its shareholder<br />

loans, including £746,000 to <strong>Foresight</strong> 4 VCT. The<br />

successful sale in October 2004 of DNA Research<br />

Innovations to Invitrogen Corporation of the USA realised<br />

£1.4m in cash at completion plus up to a further £1.4m<br />

if seven technical milestones are achieved, which will if<br />

received represent a return of nearly three times the original<br />

cost of investment of £1m. In August 2005, £144,000 was<br />

received on completion of the first milestone and work on<br />

the other six milestones is progressing satisfactorily.<br />

During the six-month period, upward revaluations were<br />

made to four investments totalling £0.7m as a result of<br />

improved trading performance or exit prospects. These<br />

included Footfall (£333,000) which continues to trade<br />

well and is on track for a possible listing and also EQOS<br />

(£246,000) which continues to win substantial orders<br />

from major retailers Worldwide for its highly regarded<br />

e-collaboration software. Provisions of £0.9m were made<br />

against the previous valuations of six investments. Despite<br />

gaining several major customers over recent years, Reqio<br />

finally succumbed to continuing slow market uptake for its<br />

highly regarded database cataloguing software and was<br />

placed into administration on 31 August, resulting in a<br />

provision of £37,000.<br />

Investment Objective<br />

Following shareholder approval granted on 28 February<br />

2005, the objective of <strong>Foresight</strong> 4 VCT plc is now to provide<br />

private investors with attractive returns from a portfolio of<br />

investments in fast growing unquoted largely technologybased<br />

companies in the United Kingdom. It is the intention<br />

to maximise the tax-free income available to investors from<br />

a combination of dividends and interest received on<br />

investments and the distribution of capital gains arising<br />

from trade sales or flotations.<br />

Net asset value<br />

The net asset value per share as at 31 August 2005 was<br />

102.8p, compared to the equivalent 102.0p as at<br />

28 February 2005 (post the three for one share consolidation).<br />

Valuation policy<br />

Unquoted investments have been valued in accordance<br />

with guidelines co-developed by the British Venture Capital<br />

Association (BVCA). Following changes to Generally<br />

<strong>Foresight</strong> 4 VCT plc<br />

2<br />

Accepted Accounting Practice listed securities are now<br />

valued at the bid price rather than the mid price as in<br />

previous periods with no discount applied.<br />

Dividend<br />

Over the last twelve months the Company has been<br />

successful in realising substantial cash gains on the sale<br />

of DNA Research Innovations and INCA Digital Printers<br />

and the Board is now in a position to recommence dividend<br />

payments. As a result it is proposed that subject to the<br />

approval of shareholders and sanction of the Court, the<br />

remaining share premium account be cancelled and a<br />

dividend of 5.0p per share be paid during December 2005.<br />

Future dividend payments are difficult to forecast but given<br />

the successful progress of the portfolio it is the Board’s<br />

intention to pay regular dividends.<br />

Venture Capital Trust Status<br />

<strong>Foresight</strong> 4 VCT has been granted approval as a Venture<br />

Capital Trust (VCT) under section 842AA of the Income<br />

and Corporation Taxes Act 1988 and it is intended that the<br />

business of the Company be carried on so as to maintain<br />

its VCT status.<br />

Purchase of own shares<br />

It continues to be the Company’s policy to consider<br />

repurchasing shares when they become available in order<br />

to provide liquidity for the Company’s shares. With sufficient<br />

cash resources following the realisations referred to above,<br />

the Company repurchased the equivalent of 406,667 shares<br />

at a cost of £349,600 during this six-month period.<br />

Outlook<br />

The prospects of certain portfolio companies continue to<br />

improve, with stronger order books and sales pipelines<br />

while others are actively taking steps to improve their sales<br />

efforts or broaden their ranges of products or services<br />

in order to enhance sales. This gives me confidence that<br />

the portfolio has the potential to generate value over time<br />

provided that economic circumstances continue to be<br />

stable and corporate investment continues at its present<br />

level. Investor confidence continues to improve as<br />

evidenced by the recent performance of the public<br />

markets. Approaches have been received from possible<br />

purchasers for certain portfolio companies, a number of<br />

which are being pursued and which could lead to exits<br />

in due course.<br />

The Company’s Manager, <strong>Foresight</strong> Venture Partners, is<br />

actively marketing the linked offer with <strong>Foresight</strong> 3 VCT plc<br />

for subscription to the investing public to raise up to £24m<br />

for your Company. As I indicated above, the success of<br />

this offer is important to the future of your Company as it<br />

will then be able to start a new phase in its life. I wish<br />

them every success in this fund raising and look forward<br />

to reporting the results of their efforts in early 2006.<br />

Peter Dicks<br />

Chairman<br />

15 November 2005


Investment Summary<br />

THE VENTURE CAPITAL FUNDS<br />

During the six-month period ended 31 August 2005, further investments totalling £627,000 were made in three existing<br />

portfolio companies: Advanced Visual Technology (£200,000 net of loan repayments), Elam-T (£300,000) and EnSeal Systems<br />

(£127,000). Two new investments were made during the year: alwaysON <strong>Group</strong> (£200,000) and Covion Holdings (£200,000).<br />

During the six-month period, upward revaluations were made to four investments totalling £0.7m as a result of improved<br />

trading performance or exit prospects. A prudent basis of valuation and continuing difficult market conditions for some<br />

portfolio companies have contributed to provisions of £0.9m being made against the previous valuations of six investments.<br />

INCA Digital Printers was sold during the period for £2,278,000 (including accrued interest) a three fold increase on the<br />

investment cost of £756,000. The main trading subsidiary of The Casella <strong>Group</strong> was sold in the year leading to a repayment<br />

of some of the loans and accrued interest. The first part of the earn-out on DNA Research Innovations, which was sold in<br />

October 2004, was received during the period and totalled £144,000 and was paid following the completion of the first<br />

milestone. Work on the other six milestones are progressing satisfactorily.<br />

The investment portfolio as at 31 August 2005 is detailed below:<br />

Adeptra Ltd<br />

develops and markets interactive content based alert services, principally to banks in the USA and UK, for debit and credit card notification where<br />

a transaction may be suspect or where an account is overdue. The company has made initial traction in these markets which provide very strong<br />

growth opportunities. In addition, there are many other potential applications including: share price, sports results and other content based alerts.<br />

The number of customers and volume of alerts are increasing steadily, however the valuation reflects the slower than expected rate of progress<br />

and the weight of prior ranking capital raised in October 2000.<br />

Dates of Investment: December 1999<br />

March 2000<br />

October 2000<br />

February 2005<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 31 December 2004<br />

£’000<br />

Amounts Invested £1,235,900 £1,235,900 Sales £2,611<br />

Valuation £191,968 £153,600 Loss Before Tax (£3,088)<br />

% Equity / Voting Rights 3.2% 3.2% Retained Loss (£2,928)<br />

Net Liabilities (£3,859)<br />

Valuation Methodology: discounted revenue multiple<br />

Advanced Visual Technology Ltd<br />

develops and markets retail space management software and now has 45 customers worldwide including Tesco, WH Smith, Barclays and HMV<br />

in the UK and Office Depot, Staples and KMart in the USA. Its products deliver impressive financial improvements for customers and more<br />

salesmen, partners and resellers have been recruited to increase marketing efforts. In the year to 30 September 2003, AVT achieved its first ever<br />

annual profit but trading in the year to 30 September 2004 has proved more difficult due to slower capital expenditure by customers and a loss<br />

was incurred.<br />

Dates of Investment: December 1998<br />

February 2000<br />

September 2000<br />

February 2001<br />

May 2004<br />

August 2005<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 30 September 2004<br />

£’000<br />

Amounts Invested £2,007,183 £1,806,844 Sales £1,648<br />

Valuation £1,073,477 £831,628 Loss Before Tax (£292)<br />

% Equity / Voting Rights 34.6% 34.6% Retained Loss (£292)<br />

Net Liabilities (£22)<br />

Valuation Methodology: indicative offer<br />

5<br />

<strong>Foresight</strong> 4 VCT plc<br />

3


Investment Summary<br />

alwaysON <strong>Group</strong> Ltd<br />

is a market leading provider of voice over IP (“VOiP”) services to SMEs. Call quality and security issues of VOiP have held back widespread<br />

adoption by SMEs to date, however, alwaysON’s solution addresses these issues by using the company’s own network coupled with proprietary<br />

software.<br />

Date of Investment: June 2005<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 31 March 2004<br />

£’000<br />

Amounts Invested £200,000 – Sales £1,991<br />

Valuation £200,000 – Loss Before Tax (£484)<br />

% Equity / Voting Rights 2.8% – Retained Loss (£417)<br />

Net Assets £183<br />

Valuation Methodology: price of recent funding round<br />

Covlon Holdings Ltd<br />

provides total facilities management services (“TFM”), or in its terminology “Facilities Integrated Services” (“FIS”), to private sector clients in the<br />

office and industrial sectors. Covion manages all the client’s facilities and subcontracts specific services where necessary. It seeks to form unique<br />

and close partnerships with its clients in the form of joint executive boards to which its site-based FIS manager reports. Key clients are Logica,<br />

Anglian Windows and Sara Lee.<br />

Date of Investment: May 2005<br />

<strong>Foresight</strong> 4 VCT plc<br />

4<br />

As at 31 August 2005 As at 28 February 2005<br />

Amounts Invested £200,000 – No audited accounts have<br />

Valuation £200,000 – been produced since<br />

% Equity / Voting Rights 2.4% – incorporation<br />

Valuation Methodology: price of recent funding round<br />

Elam-T<br />

develops organic emitting display materials targeting the flat-screen display market. Its materials are well suited to small portable devices offering<br />

brighter clearer colours, longer lifetimes and low power consumption. The company is working closely with key Far East product manufacturers<br />

which have given positive feedback, however commercial revenues are around twelve months away because of the lead time for building new<br />

manufacturing facilities. The $50bn global display screen market offers strong licence revenue opportunities.<br />

Dates of Investment: November 2000<br />

October 2001<br />

July 2005<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 31 July 2004<br />

£’000<br />

Amounts Invested £1,010,000 £710,000 Sales £12<br />

Valuation £300,000 £200,000 Loss Before Tax (£1,607)<br />

% Equity / Voting Rights 6.3% 6.3% Retained Loss (£1,607)<br />

Net Assets £601<br />

Valuation Methodology: price of recent funding round


Investment Summary<br />

EnSeal Systems Ltd<br />

has developed seal encoding technology for detecting cheque and document fraud. The technology is being used by the US Federal Reserve<br />

Bank and licenced to J P Morgan Chase, Fiserv (a major US banking services provider), an affiliate of Bank of America and HSBC USA. Several<br />

major US banks are keen to adopt this anti-fraud technology to sell as a revenue generating service to their corporate customers.<br />

Dates of Investment: February 2002<br />

February 2003<br />

June 2004<br />

March 2005<br />

June 2005<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 31 December 2004<br />

£’000<br />

Amounts Invested £1,237,783 £1,111,033 Sales £223<br />

Valuation £742,958 £1,111,033 Loss Before Tax (£373)<br />

% Equity / Voting Rights 75.0% 75.0% Retained Loss (£328)<br />

Net Liabilities (£593)<br />

Valuation Methodology: indicative offer less discount<br />

Eqos Ltd<br />

develops and markets e-collaboration and CRM (customer relationship management) software for business to business transactions, principally<br />

sold to major UK retailers for improving the efficiency of their supply chains. A significant proportion of annual sales revenue comes from repeat<br />

orders from existing customers but annual sales growth depends on winning a small number of orders from new customers.<br />

Dates of Investment: March 2000<br />

March 2001<br />

May 2001<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 30 September 2004<br />

£’000<br />

Amounts Invested £1,050,000 £1,050,000 Sales £2,515<br />

Valuation £745,845 £499,733 Profit Before Tax £65<br />

% Equity / Voting Rights 6.6% 6.6% Retained Profit £139<br />

Net Liabilities (£3,784)<br />

Valuation Methodology: revenue based multiple<br />

Footfall Ltd<br />

produces a key index for UK retail performance and is used by the Bank of England Monetary Policy Committee. The company is the UK’s leading<br />

provider of automated counting systems in retail environments and provides managed services to rapidly process and publish individual client<br />

data and national indices. A strong growth in sales during 2003 included prestigious projects such as the Bull Ring in Birmingham. Footfall is<br />

profitable and continues to forecast strong growth based on penetration of the UK and European retail markets.<br />

Dates of Investment: April 2000<br />

September 2001<br />

November 2001<br />

June 2002<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 31 March 2004<br />

£’000<br />

Amounts Invested £1,309,200 £1,309,200 Sales £6,157<br />

Valuation £1,600,000 £1,267,000 Profit Before Tax £386<br />

% Equity / Voting Rights 9.1% 9.1% Retained Profit £719<br />

Net Assets £2,733<br />

Valuation Methodology: indicative offer<br />

<strong>Foresight</strong> 4 VCT plc<br />

5


Investment Summary<br />

Healthgain Solutions Ltd<br />

continues to deliver good revenue growth in a tough market for healthcare contract sales teams. Growth has been achieved on the back of the<br />

company’s reputation for delivering high quality teams for specialist applications, and displacing more well known and larger contract sales team<br />

competitors. The company remains highly regarded for its specialist NHS knowledge and has a growing blue-chip customer base.<br />

Date of Investment: June 2000<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 30 April 2004<br />

£’000<br />

Amounts Invested £999,989 £999,989 Sales £2,511<br />

Valuation £1,260,000 £1,260,000 Loss Before Tax (£431)<br />

% Equity / Voting Rights 40.0% 40.0% Retained Loss (£571)<br />

Net Liabilities (£900)<br />

Valuation Methodology: indicative offer less discount<br />

Nomad Software Ltd<br />

is a London based developer and supplier of retail payments software and systems to the Central and Eastern European retail banking sector.<br />

The software is used in handling and processing of payments via debit and credit cards and ATMs. Reflecting a decline in demand from banks<br />

during 2002, Nomad incurred a substantial loss but in the second half of 2003 won a number of orders from new customers which substantially<br />

reduced the level of losses. This improvement in orders and sales has continued during 2004. In conjunction with IBM, Nomad has recently set<br />

up Debit Direct, a new outsourced debit card service to enable smaller UK financial institutions to issue such cards cost effectively and without<br />

heavy capital investment. Considerable interest has been shown by such institutions and a number of customers have already contracted for this<br />

new service.<br />

Dates of Investment: March 2000<br />

December 2001<br />

April 2004<br />

November 2004<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 31 December 2003<br />

£’000<br />

Amounts Invested £1,319,968 £1,319,968 Sales £3,345<br />

Valuation £701,291 £736,356 Loss Before Tax (£804)<br />

% Equity / Voting Rights 8.7% 8.7% Retained Loss (£736)<br />

Net Assets £280<br />

Valuation Methodology: revenue based multiple<br />

Oasis Healthcare plc<br />

is the UK’s leading privately focused dental group with a national chain of over 120 practices providing a full range of dental services, including<br />

implants and cosmetics. Oasis floated on AIM during 2000 and has since grown by a series of acquisitions. In February 2004, Oasis announced<br />

a profits warning for the year to 31 March 2004 and has since taken a number of steps to improve operational efficiency and profitability.<br />

Date of Investment: January 2003<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 31 March 2005<br />

£’000<br />

Amounts Invested £474,286 £474,286 Sales £74,868<br />

Valuation £108,207 £113,126* Loss Before Tax (£2,885)<br />

% Equity / Voting Rights 1.2% 1.2% Retained Loss (£2,783)<br />

Net Assets £8,979<br />

Valuation Methodology: bid price (February 2005: restated to bid price)<br />

<strong>Foresight</strong> 4 VCT plc<br />

6


Investment Summary<br />

Reqio Ltd<br />

despite proven and robust software in the emerging market for catalogue solutions market demand for Reqio’s software remained weak and as<br />

a result the company went into administration on 31 August 2005.<br />

Dates of Investment: January 2001<br />

September 2001<br />

September 2002<br />

January 2003<br />

June 2004<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 30 September 2003<br />

£’000<br />

Amounts Invested £1,678,206 £1,678,206 Sales £860<br />

Valuation £nil £36,866 Loss Before Tax (£2,378)<br />

% Equity / Voting Rights 9.5% 9.5% Retained Loss (£2,331)<br />

Net Assets £722<br />

Valuation Methodology: nil value<br />

Signum Technologies Ltd<br />

has developed and owns a number of patents relating to the digital watermarking of electronic images to ensure that an original electronic image<br />

has not been manipulated e.g. for scene of crime photographic evidence. Although royalties are generated from licensees including police forces<br />

and photocopier manufacturers, customer demand has been appreciably less than originally expected.<br />

Dates of Investment: January 2000<br />

February 2001<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 30 June 2004<br />

£’000<br />

Amounts Invested £1,254,000 £1,254,000 Sales £96<br />

Valuation £nil £nil Loss Before Tax (£54)<br />

% Equity / Voting Rights 35.2% 35.2% Retained Loss (£54)<br />

Net Assets £136<br />

Valuation Methodology: nil value<br />

Snell & Wilcox (UK) Ltd<br />

is a leading manufacturer of broadcast electronics and a global leader in digital and high definition TV systems. In May 2002, Advent Venture<br />

Partners led a geared institutional buy out of this loss-making company. The new management team has significantly restructured the business,<br />

including making redundancies, cutting costs and improving operational efficiency. The team is now making good progress and has returned the<br />

company to profitability.<br />

Date of Investment: September 2001<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 31 March 2004<br />

£’000<br />

Amounts Invested £839,137 £839,137 Sales £33,266<br />

Valuation £344,309 £344,309 Loss Before Tax (£3,187)<br />

% Equity / Voting Rights 1.6% 1.6% Retained Loss (£4,395)<br />

Net Liabilities (£1,027)<br />

Valuation Methodology: revenue based multiple<br />

<strong>Foresight</strong> 4 VCT plc<br />

7


Investment Summary<br />

The Casella <strong>Group</strong> Ltd<br />

is a leading environmental consultancy, services and instrumentation group. Prior to a change in senior management in late 2002 and a<br />

refinancing, the company was loss-making. Casella’s trading results have improved markedly from losses to significant positive EBITDA (earnings<br />

before interest, tax, depreciation and amortisation) and the group is now looking to achieve further growth in both sales and profits in the current<br />

year. Three of Casella’s subsidiaries, Stanger, Winton and Hazmat, are considered major brands within their respective niches in the environmental<br />

market. In June 2005, Casella’s major subsidiary, Casella Consulting Limited was sold for £28.8 million enabling Casella to repay loans to its<br />

shareholders, including £746,000 to <strong>Foresight</strong> 4 VCT.<br />

Dates of Investment: April 2000<br />

November 2002<br />

September 2003<br />

February 2004<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 30 June 2004<br />

£’000<br />

Amounts Invested £977,416 £1,596,249 Sales £36,141<br />

Valuation £374,177 £1,138,500 Loss Before Tax (£2,431)<br />

% Equity / Voting Rights 5.5% 5.5% Retained Loss (£2,493)<br />

Net Liabilities (£7,987)<br />

Valuation Methodology: indicative offers less discount<br />

Vector Command Ltd<br />

is a globally recognised authority on incident command and continues to secure orders for its core Fire Simulation and Training suites. Thirty-six<br />

UK Fire Brigades and eight Australian Fire Authorities have deployed the system, and other users are based in Europe, the USA, Canada and the<br />

West Indies. The company has over twenty fire scenarios and in partnership with Western government agencies is expanding its product portfolio<br />

with the introduction of multi-agency Emergency Management tools. Early success has been achieved selling these into overseas markets, with<br />

the company believed to be at the leading edge of training and emergency preparation tools.<br />

Dates of Investment: September 1999<br />

November 2000<br />

April 2002<br />

As at 31 August 2005 As at 28 February 2005 Year Ended: 31 December 2004<br />

£’000<br />

Amounts Invested £1,468,750 £1,468,750 Sales £1,270<br />

Valuation £1,938,000 £1,938,000 Profit Before Tax £5<br />

% Equity / Voting Rights 34.4% 34.4% Retained Profit £22<br />

Net Assets £859<br />

Valuation Methodology: price of recent funding round<br />

The above summary does not include Radiant Networks or IPV, which were both in liquidation and valued at £nil at the year end. The results of these companies have not<br />

been incorporated into the profit and loss account. Unless stated to the contrary, all classes of ordinary shares and none of the classes of preference shares have voting rights.<br />

The principal activity of the Company is to select and hold a portfolio of investments. As such, the companies are not treated as associates nor subsidiaries.<br />

Co-Investing Funds<br />

<strong>Foresight</strong> Venture Partners also advises <strong>Foresight</strong> Technology VCT plc, <strong>Foresight</strong> 2 VCT plc and Trivest VCT plc and manages <strong>Foresight</strong> 3 VCT plc. Investments have been<br />

made by <strong>Foresight</strong> 3 VCT plc in Oasis Healthcare (£1,343,809), Elam-T (£1,110,000) and Covion Holdings (£347,000). Investments have been made by <strong>Foresight</strong> Technology VCT<br />

plc in alwaysON <strong>Group</strong> (£300,000), Covion Holdings (£1,000,000), and Elam-T (£400,000). Investments have been made by <strong>Foresight</strong> 2 VCT plc in alwaysON <strong>Group</strong> (£1,000,000),<br />

Covion Holdings (£1,000,000) and Elam-T (£1,000,000).<br />

<strong>Foresight</strong> 4 VCT plc<br />

8


Profit and Loss Account<br />

for the six months to 31 August 2005<br />

6 Months to 6 Months to Year to<br />

31 August 2005 31 August 2004 28 February 2005<br />

(unaudited) (unaudited) (audited)<br />

£'000 £'000 £'000<br />

Investment income and deposit interest 97 44 47<br />

Investment management fees (124) (81) (273)<br />

Other expenses (134) (157) (298)<br />

––––––– ––––––– –––––––<br />

Operating loss (161) (194) (524)<br />

Profit/(loss) on realisation of investments 1,666 25 (1,645)<br />

––––––– ––––––– –––––––<br />

Profit/(loss) on ordinary activities before taxation 1,505 (169) (2,169)<br />

Tax on ordinary activities – – –<br />

––––––– ––––––– –––––––<br />

Profit/(loss) on ordinary activities after taxation 1,505 (169) (2,169)<br />

Dividends – – –<br />

––––––– ––––––– –––––––<br />

Balance transferred to/(from) reserves 1,505 (169) (2,169)<br />

––––––– ––––––– –––––––<br />

Earnings per share (restated for the share consolidation) 12.1p (1.4)p (18.1)p<br />

––––––– ––––––– –––––––<br />

Statement of Total Recognised Gains and Losses<br />

for the six months to 31 August 2005<br />

6 Months to 6 Months to Year to<br />

31 August 2005 31 August 2004 28 February 2005<br />

(unaudited) (unaudited) (audited)<br />

£'000 £'000 £'000<br />

Profit/(loss) for the period 1,505 (169) (2,169)<br />

Unrealised losses on revaluation of investments (1,291) (4,828) (1,523)<br />

––––––– ––––––– –––––––<br />

Total recognised gains/(losses) relating to the period 214 (4,997) (3,692)<br />

––––––– ––––––– –––––––<br />

All items in the Profit and Loss account derive from continuing operations. No operations were acquired or discontinued in<br />

the period.<br />

The Company has only one class of business and derives its income from investments made in shares, securities and bank<br />

deposits. Income from investments is recognised on an accruals basis.<br />

<strong>Foresight</strong> 4 VCT plc<br />

9


Balance Sheet<br />

at 31 August 2005<br />

As at As at As at<br />

31 August 05 31 August 04 28 February 05<br />

(unaudited) (unaudited) (audited)<br />

£'000 £'000 £'000<br />

Fixed assets<br />

Investments<br />

Quoted 108 133 125<br />

Unquoted 9,672 11,788 11,354<br />

––––––– ––––––– –––––––<br />

Current assets<br />

9,780 11,921 11,479<br />

Debtors 996 376 1,073<br />

Money market and other deposits 1,258 – –<br />

Cash 1,494 271 308<br />

––––––– ––––––– –––––––<br />

3,748 647 1,381<br />

Creditors:<br />

Amounts falling due within one year<br />

Bank borrowings – (982) –<br />

Other creditors (726) (694) (663)<br />

––––––– ––––––– –––––––<br />

Net current assets/(liabilities) 3,022 (1,029) 718<br />

––––––– ––––––– –––––––<br />

Net assets 12,802 10,892 12,197<br />

––––––– ––––––– –––––––<br />

Capital and reserves<br />

Called-up share capital 125 1,793 1,793<br />

Share premium account 24,199 23,581 23,581<br />

Capital redemption reserve 1,813 9 9<br />

Revaluation reserve (8,891) (10,893) (7,588)<br />

Profit and loss account (4,444) (3,598) (5,598)<br />

––––––– ––––––– –––––––<br />

Equity shareholders’ funds 12,802 10,892 12,197<br />

––––––– ––––––– –––––––<br />

Net asset value per ordinary share 102.8p 91.1p 102.0p<br />

(restated for 1 for 3 share consolidation) ––––––– ––––––– –––––––<br />

<strong>Foresight</strong> 4 VCT plc<br />

10


Summarised Statement of Cashflows<br />

for the six months to 31 August 2005<br />

6 months to 6 months to Year to<br />

31 August 05 31 August 04 28 February 05<br />

(unaudited) (unaudited) (audited)<br />

£'000 £'000 £'000<br />

Cashflow from operating activities<br />

Investment income received 133 – 30<br />

Deposit and similar interest received 12 1 2<br />

Investment management fees paid (144) (36) (350)<br />

Secretarial fees paid (30) (30) (60)<br />

Other cash (payments)/receipts (72) (96) 59<br />

Net cash outflow from operating activities<br />

––––––– ––––––– –––––––<br />

and returns on investment (101) (161) (319)<br />

––––––– ––––––– –––––––<br />

Taxation – – –<br />

Financial investment<br />

Purchase of unquoted investments and investments (1,077) (311) (613)<br />

quoted on AIM<br />

Net proceeds on sale of unquoted investments 2,946 – 1,479<br />

Net proceeds on deferred consideration 144 – –<br />

Net proceeds on sale of quoted investments – – –<br />

Net proceeds on liquidation of investments – 25 25<br />

Repurchase of own shares (222) – –<br />

––––––– ––––––– –––––––<br />

Net capital inflow/(outflow) from financial investment 1,791 (286) 891<br />

Management of liquid resources<br />

Loans drawn down/(repaid) – 368 (614)<br />

Movement in money market and other deposits (1,258) – –<br />

––––––– ––––––– –––––––<br />

(1,258) 368 (614)<br />

Financing<br />

Proceeds of fund raisings 832 – –<br />

Expenses of fund raisings (78) – –<br />

––––––– ––––––– –––––––<br />

754 – –<br />

––––––– ––––––– –––––––<br />

Increase/(decrease) in cash 1,186 (79) (42)<br />

––––––– ––––––– –––––––<br />

Reconciliation of net cashflow to movement<br />

in net cash/(debt)<br />

Increase/(decrease) in cash for the period 1,186 (79) (42)<br />

Net cash/(debt) at start of period 308 (264) (264)<br />

Loans (drawn down)/repaid – (368) 614<br />

––––––– ––––––– –––––––<br />

Net cash/(debt) at end of period 1,494 (711) 308<br />

––––––– ––––––– –––––––<br />

Reconciliation of operating loss to net<br />

cashflow from operating activities<br />

Operating loss (161) (194) (524)<br />

Changes in working capital 60 33 205<br />

––––––– ––––––– –––––––<br />

Net cash outflow from operating activities (101) (161) (319)<br />

––––––– ––––––– –––––––<br />

<strong>Foresight</strong> 4 VCT plc<br />

11


Notes to the Interim Report<br />

1. The unaudited interim results have been prepared on the basis of accounting policies set out in the statutory accounts<br />

of the Company for the year ended 28 February 2005. Unquoted investments have been valued in accordance with<br />

BVCA guidelines. Quoted investments are stated at bid prices in accordance with the BVCA guidelines and Generally<br />

Accepted Accounting Practice.<br />

2. These are not statutory accounts in accordance with section 240 of the Companies Act 1985 and are neither audited nor<br />

reviewed. The full audited accounts for the year ended 28 February 2005, which were unqualified, have been lodged with<br />

the Registrar of Companies. No statutory accounts in respect of any period after 28 February 2005 have been reported<br />

on by the Company’s auditors or delivered to the Registrar of Companies. The audited accounts to 28 February 2005<br />

have been restated in this publication to reflect the changes in presentation following the introduction of Financial<br />

Reporting Standard (‘FRS’) 25 and FRS 26.<br />

3. Copies of the Interim Report, which has been reviewed by the Company’s auditors, have been mailed to shareholders<br />

and are available for inspection at the Registered Office of the Company at Swiss Life House, South Park, Sevenoaks,<br />

Kent TN13 1DU.<br />

4. The number of shares in issue at 31 August 2005 was 12,453,689 1p ordinary shares (2004: 35,862,753 5p ordinary<br />

shares). The weighted average number of shares in issue during the period was 12,435,810 1p ordinary shares<br />

(2004: 35,862,753 5p ordinary shares). During the period, following shareholder approval, the Company undertook a<br />

restructuring of its share capital which resulted in three ordinary 5p shares being consolidated into one new ordinary<br />

1p share. This effectively trebled the share price but, since shareholders then held only one third of their original number<br />

of shares, did not affect the overall value of their shareholdings.<br />

5. Earnings for the first six months should not be taken as a guide to the results for the full year.<br />

6. Impact of the introduction of FRS 25 and 26<br />

The financial information for the six months ended 31 August 2005 has been prepared in accordance with FRS 25 and<br />

FRS 26. A full restatement, as appropriate, of the results for the year to 28 February 2005 will be shown in the Annual<br />

Report for the year ending 28 February 2006. The introduction of these new standards has had the following impacts:<br />

Valuation:<br />

The assets held at fair value through the profit and loss by the Company are valued at bid price rather than mid-market<br />

price as in prior periods.<br />

Six Months to Year to<br />

31 August 2005 28 February 2005<br />

(unaudited) (unaudited)<br />

£’000 £’000<br />

Valuation at bid price 108 113<br />

Valuation at mid-market price 118 125<br />

––––––– –––––––<br />

Difference (10) (12)<br />

Transaction costs:<br />

––––––– –––––––<br />

Transaction costs incurred when purchasing or selling assets have been written-off to the profit and loss account in the<br />

period they occur since 1 March 2004.<br />

7. Movement in reserves Called-up Share Capital Profit and<br />

share premium redemption Revaluation loss<br />

capital account reserve reserve account Total<br />

£'000 £'000 £'000 £'000 £'000 £'000<br />

As at 28 February 2005<br />

Opening balance adjustments:<br />

1,793 23,581 9 (7,588) (5,598) 12,197<br />

Quoted companies valued at bid price* – – – (12) – (12)<br />

––––––– ––––––– ––––––– ––––––– ––––––– –––––––<br />

As at 1 March 2005 1,793 23,581 9 (7,600) (5,598) 12,185<br />

Share issues in the period 136 696 – – 832<br />

Expenses on share issues – (78) – – – (78)<br />

Share re-organisation (1,777) 1,777 – – –<br />

Shares repurchased in the period (27) – 27 – (351) (351)<br />

Net decrease in the value of investments – – – (1,291) – (1,291)<br />

Profit for the period – – – – 1,505 1,505<br />

––––––– ––––––– ––––––– ––––––– ––––––– –––––––<br />

As at 31 August 2005 125 24,199 1,813 (8,891) (4,444) 12,802<br />

––––––– ––––––– ––––––– ––––––– ––––––– –––––––<br />

* Due to the introduction of FRS 25 and FRS 26 the quoted investment at 28 February 2005 was restated at bid price rather<br />

than the previously recorded mid-market price. The difference between the bid price and the mid-market price has led to<br />

a downwards revaluation of the quoted shares and this loss has been taken to the revaluation reserve.<br />

<strong>Foresight</strong> 4 VCT plc<br />

12


Notes to the Interim Report<br />

8. Summary of investments during the period Quoted Unquoted Total<br />

£'000 £'000 £'000<br />

Book cost as at 28 February 2005 474 18,590 19,064<br />

Unrealised depreciation (349) (7,236) (7,585)<br />

––––––– ––––––– –––––––<br />

Valuation at 28 February 2005 125 11,354 11,479<br />

Opening balance adjustment (12) – (12)<br />

––––––– ––––––– –––––––<br />

Valuation at 1 March 2005 113 11,354 11,467<br />

Movements in the period:<br />

Purchases at cost – 1,077 1,077<br />

Disposal proceeds – (2,946) (2,946)<br />

realised gains – 1,522 1,522<br />

Unrealised depreciation (5) (1,335) (1,340)<br />

––––––– ––––––– –––––––<br />

Valuation at 31 August 2005 108 9,672 9,780<br />

––––––– ––––––– –––––––<br />

Book cost at 31 August 2005 474 18,243 18,717<br />

Unrealised depreciation (366) (8,571) (8,937)<br />

––––––– ––––––– –––––––<br />

Valuation at 31 August 2005 108 9,672 9,780<br />

––––––– ––––––– –––––––<br />

Shareholder Information<br />

Dividends<br />

Interim dividends are ordinarily paid to shareholders in December. Final dividends are ordinarily paid to shareholders in July.<br />

Shareholders who wish to have dividends paid directly into their bank account rather than by cheque to their registered<br />

address can complete a Mandate Form for this purpose. Mandates can be obtained by telephoning the Company’s registrar,<br />

Computershare Investor Services (see over for details).<br />

Share price<br />

The Company’s Ordinary Shares are listed on the London Stock Exchange. The mid-price of the Company’s Ordinary Shares<br />

is given daily in the Financial Times in the Investment Companies section of the London Share Service. Share price<br />

information can also be obtained from many financial websites.<br />

Notification of change of address<br />

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

of address or other amendment this should be notified to the Company’s registrar, Computershare Investor Services, under<br />

the signature of the registered holder.<br />

Trading shares<br />

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

Stock Exchange via a stockbroker. The primary market maker for <strong>Foresight</strong> 4 VCT plc is Teather & Greenwood (see over<br />

for details).<br />

Please call Hazel Gross (see details below) if you or your adviser have any questions about this process.<br />

Indicative financial calendar<br />

April 2006 Announcement of annual results for the year ended 28 February 2006<br />

May 2006 Posting of the Annual Report for the year ended 28 February 2006<br />

June 2006 Annual General Meeting<br />

October 2006 Announcement of interim results for the six months to 31 August 2006<br />

Enquires<br />

Contact Hazel Gross, <strong>Foresight</strong> Venture Partners, VCT Investor Relations Manager for <strong>Foresight</strong> 4 VCT plc:<br />

Telephone: 01732 471803<br />

Fax: 01732 471810<br />

e-mail: hgross@foresightventurepartners.com<br />

website: www.foresightvct.com<br />

<strong>Foresight</strong> 4 VCT plc is managed by <strong>Foresight</strong> Venture Partners, the trading name of VCF LLP, which is Authorised and regulated by the<br />

Financial Services Authority. Past performance is not necessarily a guide to future performance. Stockmarkets and currency movements may<br />

cause the value of investments and the income from them to fall as well as rise and investors may not get back the amount they originally<br />

invested. Where investments are made in unquoted securities and smaller companies, their potential volatility may increase the risk to the<br />

value of, and the income from, the investment.<br />

<strong>Foresight</strong> 4 VCT plc


Corporate Information<br />

Directors<br />

Peter Dicks (Chairman)<br />

Roger Brooke<br />

Philip Stephens<br />

Bernard Fairman<br />

Company Secretary<br />

VCF Fund Managers Limited<br />

Swiss Life House<br />

South Park<br />

Sevenoaks TN13 1DU<br />

Registered Office and<br />

Investment Managers<br />

<strong>Foresight</strong> Venture Partners<br />

Swiss Life House<br />

South Park<br />

Sevenoaks TN13 1DU<br />

Solicitors and<br />

VCT Tax Adviser<br />

Martineau Johnson<br />

No. 1 Colmore Square<br />

Birmingham B4 6AA<br />

Registrar<br />

Computershare Investor Services PLC<br />

PO Box 82<br />

The Pavillions<br />

Bridgwater Road<br />

Bristol BS99 7NH<br />

Shareholder helpline: 0870 703 6292<br />

Sponsors and Stockbrokers<br />

Teather & Greenwood<br />

Beaufort House<br />

15 St Botolph Street<br />

London EC3A 7QR<br />

Auditors and Tax Adviser<br />

Ernst & Young LLP<br />

1 More London Place<br />

London SE1 2AF<br />

Registered Number<br />

3506579<br />

cover design by johnson banks

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