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Annual Financial Report

ID: 1009518

(Thomson Reuters ONE) - Chairman's StatementSummaryThe net asset value per Ordinary Share as at 30 September 2009 was 76.7pcompared with 86.2p as at 30 September 2008. The net asset value per C Share asat 30 September 2009 was 102.5p compared with 104.6p at 30 September 2008. * Final dividends of 1.0p per Ordinary Share and 3.0p per C Share will be paid on 9 April 2010. * Six new investments were made in the Ordinary Shares fund during the period totalling £1,555,000: 2K Manufacturing Limited (£500,000), (at)Futsal Limited (£250,000), Diagnos Holdings Limited (£250,000), ICA Group Limited (£250,000), Crumb Rubber Limited (£250,000) and Land Energy Limited (£55,000). * The Ordinary Shares fund provided follow-on funding totalling £1,169,867 for six portfolio companies: Iskra Wind Turbines (£287,500), Aigis Blast Protection (£238,760), SkillsMarket (£196,974), TFC Europe (£175,000), Silvigen (£171,633) and Lynwood Group Holdings (£100,000). * Seven new investments totalling £5,530,007 were made in the C Shares fund during the period: Vertal Limited (£1,000,000), 2K Manufacturing (£1,000,000), ICA Group (£750,000), Diagnos Holdings (£750,000), (at)Futsal (£750,000), Crumb Rubber (£750,000) and O-Gen UK Limited (£530,007). * Eight follow-on investments were made in the C Shares fund during the period totalling £2,181,140: Closed Loop Recycling (£1,000,000), Land Energy (£440,000), O-Gen Acme Trek (£182,467), Silvigen (£171,633), TFC Europe (£125,000), Heritage House Media (£92,456), Iskra Wind Turbines (£86,250), and Lynwood Group Holdings (£83,334). * As a result of the Top-up Offer, launched in October 2008, the Foresight 2 Ordinary Shares fund had raised gross proceeds of £1,349,488 as at 31 May 2009, when the Offer closed. * The Foresight 2 C Shares fund raised gross proceeds of £2,110,900 from its offer for subscription between launch on 12 February 2009 and closed, fully subscribed, on 30 April 2009.IntroductionDuring the last six months of the year under review, stock markets stabilised asa result of the belief that the worst of the banking crisis may be over and thepositive effects of Governmental stimulus packages around the world which havestarted to filter through the economy. Although stock market sentiment isimproving, trading and credit conditions remain difficult in many sectors of theeconomy. Against this background the net asset value total return (includingdividends paid) of the Ordinary Shares fund fell by 8.2% from 91.8p per share at30 September 2008 to 84.3p per share at 30 September 2009 and the net assetvalue total return of the C Shares fund increased by 0.9% from 104.6p per shareat 30 September 2008 to 105.5p per C share at 30 September 2009.Reflecting recent investment gains and income generated from loan stock, a finaldividend of 1.0p per Ordinary Share for the year ended 30 September 2009 will bepaid to the Ordinary shareholders on 9 April 2010 and a final dividend of 3.0pper C Share for the year ended 30 September 2009 will be paid to the Cshareholders on the same day. These dividends will have an ex-date of 10 March2010 and a record date of 12 March 2010. The Company's policy is to maximise thelevel of tax-free dividends, either generated from income or from capitalprofits realised on the sale of investments.The Company has two classes of shares, Ordinary Shares and C Shares, and eachclass of share has its own portfolio of investments.Portfolio Review - Ordinary SharesA combination of difficult economic and trading conditions and the impact oftougher credit conditions has affected a number of Ordinary Share portfoliocompanies and, in general, performance has been mixed.Closed Loop Recycling is raising a further £6 million to enable the company torefinance short-term debt, purchase new capital equipment and provide additionalworking capital required due to delays in full commissioning resulting fromlonger than expected timescales in customer product audits. These product auditsare expected to be completed successfully over the next few months.Reflecting poorer first half trading, a provision of £375,000 (70% in total) hasbeen 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 tosee the company through to break-even. The Company invested £238,760 in AigisBlast Protection during the year.Demand from recruitment companies for SkillsMarket's products and servicessuffered as a consequence of general trading conditions within the recruitmentindustry. Net proceeds of £1.5 million were raised from existing and newshareholders in August 2009, in which Foresight 2 VCT invested £196,974, toprovide ongoing working capital. We continue to carefully monitor the progressof this investment in which a number of management changes have been made and aprovision has been made against this investment of £569,987 (79%).Despite difficult trading conditions, the performance of a number of otherportfolio companies continued to improve, reflecting growing demand and strongsales pipelines, most notably Diagnos Holdings, Trilogy Communications andIxaris Systems.The investment in Diagnos Holdings was made in February this year and thecompany is trading well in terms of both revenues and profitability. DiagnosHoldings develops and sells sophisticated automotive diagnostic software andhardware to independent mechanics and garages to allow them to service andrepair vehicles. As cars become increasingly sophisticated, they also becomemore reliant on the electronic systems to run functions such as fuel injectionand engine management systems. This means that to fix any fault a mechanic needsa diagnostic tool such as those produced by Diagnos to be able to 'talk' to thecomputer running the process or system. The company is currently working on anew range of automotive diagnostic products for the garage market, as well asintroducing its existing products in France and Germany.Trilogy Communications is continuing to build partnerships with largeinternational defence companies and the pipeline of sales opportunities hascontinued to grow. In recognition of the company's progress in foreign markets,Trilogy Communications was recently awarded the Queen's Award for Enterprise inthe International Trade category.Ixaris Systems is increasingly focusing on providing payment solutions toaffiliate networks, which need fast and efficient settlement for commissionpayments. The EntroPay platform enables these affiliate networks to makepayments all over the world, saving money for both the networks and theirmembers.Six new investments were made in the Ordinary Shares fund during the yeartotalling £1,555,000. These were: 2K Manufacturing (£500,000), (at)Futsal(£250,000), Diagnos Holdings (£250,000), ICA Group (£250,000), Crumb Rubber(£250,000) and Land Energy (£55,000).2K Manufacturing is a business that has been established to manufacture aplastic board to replace plywood in many applications including hoarding andconcrete shuttering, where the company has strategic partners and significantdemand. The fully recyclable board is made using novel but proven technology.The boarding product is differentiated by the fact that it can be easilymanufactured from waste plastic material, giving cost benefits and in that it isa composite product moulded in one operation creating a board that is tough,weatherproof and does not delaminate. It can also be made with a wide range ofsurface coatings or finishes as required.(at)Futsal has been established by the founding team of Covion Holdings (thesuccessful Foresight investment sold to Balfour Beatty in 2007 for £33 millionat a multiple of over four times cost) to roll out a chain of indoor footballcentres. Futsal is the fastest growing indoor sport in the world with 30 millionpeople currently playing internationally. The sport has not yet developed in theUK but, as the only form of small sided football supported by the FA, UEFA andFIFA and with the support of major sports brands, it is rapidly gainingmomentum.Established in 1993 the ICA Group has developed into a leading documentmanagement solutions provider servicing SMEs in the South East of England. Itscore business is reselling and maintaining Ricoh and Toshiba office printingequipment, predominantly to the commercial, public and education sectors.Crumb Rubber is a rubber recycling facility, capable of producing 20,000 tonnesof recycled rubber per annum, in Plymouth. The company processes shredded tyrematerial into various grades of rubber particles suitable for displacing virginrubbers and plastics in a wide range of product applications.Land Energy is a new investment in the Ordinary Share fund (but is an existinginvestment of the C Share fund). It was set up to generate renewable power fromvirgin wood and to exploit the growing demand for wood pellets as a renewablefuel, through a series of plants.During the period under review, £1,169,867 was invested in follow-on fundingrounds in six portfolio companies: Iskra Wind Turbines (£287,500), Aigis BlastProtection (£238,760), SkillsMarket (£196,974), TFC Europe (£175,000), Silvigen(£171,633) and Lynwood Group Holdings (£100,000).Iskra Wind Turbines required further capital ascommercialisation of itstree-sized wind turbines took longer than expected, resulting in a shortfall inworking capital. Encouragingly, unit sales of turbines have increased over thelast six months. A further funding round is likely in the near future.Silvigen has positioned itself to supply the biomass fuel needs of the UK powergeneration sector and the developing industrial heat sector, both of which aredriven by a number of regulatory incentives. Silvigen raised £1.2 million inJune 2009, of which Foresight 2 VCT invested £171,633, to provide ongoingworking capital for the business required as a result of operational delays. Thecompany is now in the process of commissioning its wood pelleting plant withfirst production achieved in October 2009.The investment in Lynwood Group Holdings of £100,000 was used to fund anincrease in capacity for i-plas, to satisfy a growing sales pipeline in an areaof plastics recycling which has significant growth potential.The investment of £175,000 into TFC Europe during April and May 2009 wasrequired due to a downturn in activity levels in its core fastener markets as aresult of recessionary pressures and exchange losses on its purchasing ofproducts from the US for distribution in the UK and elsewhere.Across all of the portfolio companies, in light of the current trading climatewe have ensured management are focused on cash conservation and cost management.These actions taken over the last few months should better place the majority ofcompanies to ride out the current downturn and benefit from an improvement intrading conditions in due course.Portfolio Review - C SharesWithin the C Shares fund Datapath achieved operating profits in excess of £3.0million for the year ended 31 March 2009. This holding was valued at £3.3million at 30 September 2009 on the basis of a discounted price earningsmultiple. Following this underlying improvement in its results, Datapath repaid£205,000 of Foresight 2's loan stock investment.The C Share fund continues to progress well and seven new investments were madeduring the year under review: Vertal (£1,000,000), 2K Manufacturing(£1,000,000), ICA Group (£750,000), Diagnos Holdings (£750,000), (at)Futsal(£750,000), Crumb Rubber (£750,000) and O-Gen UK (£530,007).2K Manufacturing, ICA Group, Diagnos Holdings, (at)Futsal and Crumb Rubber areco-investments with the Ordinary Shares fund and details are set out earlier.Vertal is a business established to exploit the significant gap in the UK marketfor processing food waste into a fertilizer material which can be used as adirect replacement by farmers. Vertal secured planning permission for a firstsite in South East London and has built a facility which is operational butstill in the commissioning phase. At full capacity the facility will process70,000 tonnes of food waste per annum.In May 2007 Foresight 2 invested in O-Gen a constructor and operator of plantsthat convert organic matter into combined heat and power. The first plant hasbeen built and should be fully operational in the near future. To facilitateexpansion, the company underwent a reorganisation in December 2008, and demergedinto two new companies, O-Gen Acme Trek, where Foresight 2's existing investmentis held, and O-Gen UK, a new company. Foresight 2 made a follow-on investment of£182,467 in O-Gen Acme Trek to provide further capital as the plant progressesto full operation. O-Gen UK will develop three new sites which have alreadyreceived planning consent and Foresight 2 invested £530,007 in the company inDecember 2008 as part of the planned roll-out of these biomass facilities.Eight follow-on investments totalling £2,181,140 were made during the period:Closed Loop Recycling (£1,000,000), Land Energy (£440,000), O-Gen Acme Trek(£182,467), Silvigen (£171,633), TFC Europe (£125,000), Heritage House Media(£92,456), Iskra Wind Turbines (£86,250) and Lynwood Group Holdings (£83,334).A short-term loan of £1,000,000 was provided to Closed Loop Recycling as thecompany works through commissioning delays and progresses with its £6 millionfurther fund-raising.This second tranche investment into Land Energy was always planned to be in twostages to support the business in establishing multi site operations, with whichthe company is now progressing.An investment of £92,456 was made in Heritage House Media to provide additionalworking capital and to complete the integration of its guide book publishingdivisions. Trading through 2009 has been impacted by the recession. The companyrecently launched a new range of guides for the disabled community.Valuation policyInvestments held bythe Company have been valued in accordance with theInternational Private Equity and Venture Capital (IPEVC) valuation guidelines(September 2009) developed by the British Venture Capital Association and otherorganisations. Through these guidelines investments are valued as defined at'fair value'. Ordinarily, unquoted investments will be valued at cost for alimited period following the date of acquisition, being the most suitableapproximation of fair value unless there is an impairment or significantaccretion in value during the period. Quoted investments and investments tradedon AIM and PLUS (formerly OFEX) are valued at the bid price as at 30 September2009. The portfolio valuations are prepared by Foresight Group and are subjectto approval by the Board.Performance IncentiveAs a result of the 3.0p dividend payment per C Share in April 2009 and the totalreturn of the C Shares fund remaining in excess of 100p per share, ForesightGroup received a performance fee of 15% of the dividend paid out toshareholders, equivalent to £107,030. The performance agreement states that sucha payment should be made in C Shares but in this instance, at the request of themanager, the payment was made in cash. The cost to C shareholders was identical. The payment was reviewed and approved by the Financial Services Authority as isrequired in such circumstances.Share Issues and Share Buy-backsCombined Top-up OffersThe Ordinary Share fund raised gross proceeds of £1,349,488 from its offer forsubscription, launched in October 2008, through the issue of 1,574,643 shares atprices ranging from 86.0p to 91.0p per shareA further 92,446 Ordinary Shares were issued under the Dividend InvestmentScheme at a price of 81.3p per share.C Share OfferThe C Share fund raised gross proceeds of £2,110,900 from its offer forsubscription, launched in February 2009, through the issue of 1,948,455 sharesat prices ranging from 108.0p to 111.0p per share.A further 83,593 C Shares were issued under the Dividend Investment Scheme at aprice of 101.2p per share and 5,500 shares were issued via a placing at 100.0pper share.All of these share issues were under the new VCT provisions that commenced on 6April 2006, namely: 30% upfront income tax relief which can be retained byqualifying investors if the shares are held for the minimum five year holdingperiod.The new funds raised by both the Ordinary and C Share offers will be invested totake advantage of the strong deal flow being generated by Foresight Group, theCompany's Manager.It continues to be the Company'spolicy to consider repurchasing shares when theybecome available in order to provide a degree of liquidity for the sellers ofthe Company's shares. During the period, the Company repurchased 463,635Ordinary Shares for cancellation at a cost of £328,257, and 10,875 C Shares forcancellation at a cost of £9,380.Annual General MeetingThe Company's Annual General Meeting will take place on 23 February 2010. I lookforward to welcoming you to the meeting, which will be held in Sevenoaks.OutlookThe volatility and poor sentiment of the financial markets as well as theincreasing difficulty in raising debt finance have proved a double edged swordfor the Company. On the one hand Foresight Group's deal flow of companiesseeking investment, particularly in the environmental infrastructure sectorwhere it is an established leader, is stronger than ever. In particular,potential investee companies are finding financial institutions currently lessinclined to invest than in the recent past. This is evidenced by the number ofnew and follow-on investments made during the year. On the other hand, generallyand within the portfolio there is evidence of trade sales within the portfoliobeing delayed or terminated as a result of the lack of finance available topotential acquirers. There were no realisations in the period although severalcompanies within the portfolio are in discussions which may or may not lead totrade sales in the year ahead.The Board and Foresight Group are conscious that we are in a period of economicslowdown and tight credit conditions and all investee companies have been andwill continue to be encouraged to keep a tight control on costs and conservecash.Despite the uncertain economic outlook your management believes that theportfolio contains a number of well positioned, growing companies. They are alsooptimistic that some of the more recent investments in the environmentalinfrastructure field may prove to be less affected by general economicconditions.Peter DicksChairman26 January 2010For further information please contact:Gary Fraser, Foresight Fund Managers Limited Tel: 01732 471800The Disclosure and Transparency Rules ("DTR") of the UK Listing Authorityrequire certain disclosures in relation to the annual financial report, asfollows:Principal risks, risk management and regulatory environmentThe Board believes that the principal risks faced by the Company are: * Economic risk - events such as an economic recession and movement in interest rates could affect smaller companies' performance and valuations. * Loss of approval as a Venture Capital Trust - the Company must comply with Section 274 of the Income Tax Act 2007 which allows it to be exempted from capital gains tax on investment gains. Any breach of these rules may lead to: the Company losing its approval as a VCT; qualifying shareholders who have not held their shares for the designated holding period having to repay the income tax relief they obtained; and future dividends paid by the Company becoming subject to tax. * Investment and strategic - inappropriate strategy, poor asset allocation or consistent weak stock selection might lead to under performance and poor returns to shareholders. * Regulatory - the Company is required to comply with the Companies Acts, the rules of the UK Listing Authority and United Kingdom Accounting Standards. Breach of any of these might lead to suspension of the Company's Stock Exchange listing, financial penalties or a qualified audit report. * Reputational - inadequate or failed controls might result in breaches of regulations or loss of shareholder trust. * Operational - failure of the Manager's accounting systems or disruption to its business might lead to an inability to provide accurate reporting and monitoring. * Financial - inadequate controls might lead to misappropriation of assets. Inappropriate accounting policies might lead to misreporting or breaches of regulations. * Market risk - investment in AIM traded, PLUS traded and unquoted companies by its nature involves a higher degree of risk than investment in companies traded on the main market. In particular, smaller companies often have limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals. In addition, the market for stock in smaller companies is often less liquid than that for stock in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such stock. * Liquidity risk - the Company's investments may be difficult to realise. The fact that a share is traded on AIM does not guarantee its liquidity.The Board seeks to mitigate the internal risks by setting policy, regular reviewof performance, enforcement of contractual obligations and monitoring progressand compliance. In the mitigation and management of these risks, the Boardapplies the principles detailed in the 'Turnbull' guidance.Statement of Directors' ResponsibilitiesThe Directors are responsible forpreparing the Directors' Report and thefinancial statements in accordance with applicable law and regulations.Company law requires the Directors to prepare financial statements for eachfinancial year. Under that law the Directors have elected to prepare thefinancial statements in accordance with United Kingdom Generally AcceptedAccounting Practice (United Kingdom Accounting Standards and applicable law).Under company law the Directors must not approve the financial statements unlessthey are satisfied that they give a true and fair view of the state of affairsof the Company and of the profit or loss of the Company for that period.In preparing these financial statements, the Directors are required to:- select suitable accounting policies and then apply them consistently;- make judgements and estimates that are reasonable and prudent; and- state whether applicable accounting standards have been followed, subject toany material departures disclosed and explained in the financial statements.The Directors are responsible for keeping proper accounting records thatdisclose with reasonable accuracy at any time the financial position of theCompany and enable them to ensure that its financial statements comply with theCompanies Act 2006. They are also responsible for safeguarding the assets of theCompany and hence for taking reasonable steps for the prevention and detectionof fraud and other irregularities.Under applicable law and regulations, the Directors are also responsible forpreparing a Directors' Report (including Business Review), Directors'Remuneration Report and Corporate Governance Statement that comply with that lawand those regulations.The Directors are responsible for the maintenance and integrity of the corporateand financial information included on the Company's website. Legislation in theUK governing the preparation and dissemination of financial statements maydiffer from legislation in other jurisdictions.The Financial Statements are published on www.foresightgroup.eu a websitemaintained by Foresight Group. The maintenance and integrity of the website is,so far as it relates to the Company, the responsibility of Foresight Group. Thework carried out by the auditors does not involve consideration of themaintenance and integrity of this website and, accordingly, the auditors acceptno responsibility for any changes that have occurred to the accounts since theywere initially presented on the website. Visitors to the website need to beaware that legislation in the United Kingdom governing the preparation anddissemination of the accounts may differ from legislation in otherjurisdictions.Responsibility Statement of the Directors in respect of the Annual FinancialReportWe confirm that to the best of our knowledge:- the financial statements, prepared in accordance with the applicable set ofaccounting standards, give a true and fair view of the assets, liabilities,financial position and profit or loss of the Company; and- the Directors' Report includes a fair review of the development andperformance of the business and the position of the issuer together with adescription of the principal risks and uncertainties that they face.Unaudited Non-Statutory Analysis of the Ordinary Shares and C Shares Funds Profit and Loss Accounts     Ordinary Shares Fund   C Shares Fund     Revenue Capital Total   Revenue Capital Total     £'000 £'000 £'000   £'000 £'000 £'000 Realised gains on - 110 110   - - - investments Investment holding   (1,589) (1,589)   - 223 223 (losses)/gains Income   435 - 435   923 - 923 Investment management fees   (89) (266) (355)   (128) (491) (619) Other expenses   (155) - (155)   (241) - (241) ------------------------- ----------------------- Return/(loss) on ordinary 191 (1,745) (1,554)   554 (268) 286 activities before taxation Taxation   (54) 72 18   (155) 137 (18) ------------------------- ----------------------- Return/(loss) on ordinary 137 (1,673) (1,536)   399 (131) 268 activities after taxation ------------------------- ----------------------- Transfer to/(from) reserves   137 (1,673) (1,536)   399 (131) 268 ------------------------- ----------------------- Return per share   0.6p (7.8)p (7.2)p   1.7p (0.6)p 1.1p ------------------------- -----------------------Reconciliation of Movements in Shareholders' Funds Capital Capital reserve - Called-up Share reserve investment Capital share premium - holding Distributable redemption   capital account realised losses reserve reserve Total   £'000 £'000 £'000 £'000 £'000 £'000 £'000 Ordinary Shares As at 1 October 205 2,106 2,895 (4,154) 16,587 11 17,650 2008 Share issues in 17 1,439 - - - - 1,456 the period Expenses in relation to - (196) - - - - (196) share issues Repurchase (5) - - - (333) 5 (333) of shares Net realised gain on - - 110 - - - 110 disposal of investments Investment holding - - - (1,589) - - (1,589) losses Dividends - - - - (421) - (421) Management fees - - (266) - - - (266) charged to capital Tax credited to - - 72 - - - 72 capital Revenue return for - - - - 137 - 137 the period ------------------------------------------------------------------------ As at 30 September 217 3,349 2,811 (5,743) 15,970 16 16,620 2009 ------------------------------------------------------------------------ Capital Capital reserve - Called-up Share reserve investment Capital share premium - holding Distributable redemption   capital account realised gains reserve reserve Total   £'000 £'000 £'000 £'000 £'000 £'000 £'000 C Shares As at 1 223 20,814 (282) 1,926 602 - 23,283 October 2008 Share issues in the 20 2,221 - - - - 2,241 period Expenses in relation to - (192) - - - - (192) share issues Repurchase - - - - (9) - (9) of shares Cancellation of share - (22,859) - - 22,859 - - premium Investment holding - - - 223 - - 223 gains Dividends - - - - (713) - (713) Management fees charged - - (491) - - - (491) to capital Tax credited - - 137   - - 137 to capital Revenue return for - - - - 399 - 399 the period ------------------------------------------------------------------------ As at 30 September 243 (16) (636) 2,149 23,138 - 24,878 2009 ------------------------------------------------------------------------ Balance Sheets     Ordinary Shares   Fund   C Shares Fund       £'000 £'000     £'000 £'000 Non-current assets Assets held at fair value through   12,143       14,391 profit and loss - investments -------------- ------------ Current assets Debtors     950       800 Money marketsecurities 3,834       9,755 and other deposits Cash     140       145 ------- -------         4,924       10,700 Creditors Amounts falling due   (447)       (213) within one year -------------- ------------ Net current assets       4,477       10,487 -------------- ------------ Net assets       16,620       24,878 -------------- ------------ Capital and reserves Called-up share capital       217       243 Share premium account       3,349       (16) Capital reserve -   2,811       (636) realised Capital reserve- investment holding   (5,743)       2,149 (losses)/gains Distributable reserve       15,970       23,138 Capital redemption   16        - reserve -------------- ------------ Equity shareholders'   16,620       24,878 funds -------------- ------------ Number of shares in issue       21,682,500       24,279,288 Net asset value per share       76.7p       102.5p -------------- ------------Audited Profit and Loss Accountfor the year ended 30 September 2009   Year to   Year to   30 September 2009   30 September 2008   Revenue Capital Total   Revenue Capital Total   £'000 £'000 £'000   £'000 £'000 £'000 Realised gains on - 110 110   - 3,767 3,767 investments Investment holding losses - (1,366) (1,366)   - (5,138) (5,138) Income 1,358 - 1,358   1,543 - 1,543 Investment management fees (217) (757) (974)    (145)  (435)  (580) Other expenses (396) - (396)    (341) -  (341) ------------------------- ------------------------- Return/(loss) on ordinary 745 (2,013) (1,268)   1,057 (1,806)  (749) activities before taxation Taxation (209) 209 -    (298) 264  (34) ------------------------- ------------------------- Return/(loss) on ordinary 536 (1,804) (1,268)   759 (1,542)  (783) activities after taxation ------------------------- ------------------------- Transfer to/(from) reserves 536 (1,804) (1,268)   759 (1,542)  (783) ------------------------- ------------------------- Return per share Ordinary Shares 0.6p (7.8)p (7.2)p   1.3p (16.4)p (15.1)p ------------------------- ------------------------- C Shares 1.7p (0.6)p 1.1p   2.6p 9.8p 12.4p ------------------------- -------------------------The total column of this statement is the profit and loss account of the Companyand the revenue and capital columns represent supplementary information.All revenue and capital items in the above Profit and Loss Account are derivedfrom continuing operations. No operations were acquired or discontinued in theyear.The Company has no recognised gains or losses other than those shown above,therefore no separate statement of total recognized gains and losses has beenpresented.Audited Reconciliation of Movement in Shareholders' Fundsfor the year ended 30 September 2009 Capital Capital reserve - Called-up Share reserve investment Capital share premium - holding Distributable redemption   capital account realised losses reserve reserve Total   £'000 £'000 £'000 £'000 £'000 £'000 £'000 As at 1 428 22,920 2,613 (2,228) 17,189 11 40,933 October 2008 Share issues in the 37 3,660 - - - - 3,697 period Expenses in relation to - (388) - - - - (388) share issues Repurchase (5) - - - (342) 5 (342) of shares Cancellation of share - (22,859)   - 22,859 - - premium Net realised gain on - - 110 - - - 110 disposal of investments Investment holding - - - (1,366) - - (1,366) losses Dividends - - - - (1,134) - (1,134) Management fees charged - - (757) - - - (757) to capital Tax credited - - 209 - - - 209 to capital Revenue return for - - - - 536 - 536 the period ------------------------------------------------------------------------- As at 30 September 460 3,333 2,175 (3,594) 39,108 16 41,498 2009 -------------------------------------------------------------------------Audited Balance Sheetat 30 September 2009   As at   As at   30 September 2009   30 September 2008   £'000   £'000 Non-current assets Assets held at fair value through profit 26,534   17,608 and loss - investments ------------------- ------------------- Current assets Debtors 1,703   1,151 Money market securities and other 13,589   22,004 deposits Cash 285   576 ------------------- -------------------   15,577   23,731 Creditors Amounts falling due within one year (613)   (406) ------------------- ------------------- Net current assets 14,964   23,325 ------------------- ------------------- Net assets 41,498   40,933 ------------------- ------------------- Capital and reserves Called-up share capital 460   428 Share premium account 3,333   22,920 Capital reserve - realised 2,175   2,613 Capital reserve - investment holding (3,594)   (2,228) losses Distributable reserves 39,108   17,189 Capital redemption reserve 16   11 ------------------- ------------------- Equity shareholders' funds 41,498   40,933 ------------------- ------------------- Net asset value per share of 1p each: Ordinary Shares 76.7 p   86.2 p ------------------- ------------------- C Shares 102.5 p   104.6 p ------------------- -------------------Audited Cash Flow Statementfor the year ended 30 September 2009   Year to   Year to   30 September 2009   30 September 2008   £'000   £'000 Cash flow from operating activities Investment income received 260   345 Deposit and similar interest received 456   886 Investment management fees paid (678)   (875) Secretarial fees paid (171)   (117) Other cash payments (169)   (194) ------------------- ------------------- Net cash (outflow)/inflow from operating (302)   45 activities and returns on investment Taxation -     - ------------------- ------------------- Returns on investment and servicing of finance Purchase of unquoted investments and (10,437)   (4,186) investments quoted on AIM Net proceeds on sale of unquoted 205   5,561 investments Net proceeds from deferred consideration 110   - ------------------- ------------------- Net capital (outflow)/inflow from (10,122)   1,375 financial investment Equity dividends paid (1,134)   (1,027) ------------------- ------------------- Management of liquid resources Movement in money market 8,415   (9,003) ------------------- -------------------   8,415   (9,003) Financing Proceeds of fund raising 3,356   9,417 Expenses of fund raising (322)   (387) Dividends reinvested 160   198 Repurchase of own shares (342)   (659) ------------------- -------------------   2,852   8,569 ------------------- ------------------- Decrease in cash (291)   (41) ------------------- ------------------- Reconciliation of net cash flow to movement in net funds Decrease in cash for the period (291)   (41) Net cash at start of period 576   617 ------------------- ------------------- Net cash at end of period 285   576 ------------------- ------------------- Reconciliation of net income to net cash flow from operating activites Total loss before taxation (1,268)   (749) Investment holding losses 1,366   5,138 Realised gains on investments (110)   (3,767) Increase in debtors (503)   (608) Increase in creditors 213   31 ------------------- ------------------- Net cash (outflow)/inflow from operating (302)   45 activities ------------------- ------------------- Analysis of changes in net debt At 1 October 2008 Cashflow At 31 September 2009   £'000 £'000 £'000 Cash and cash equivalents 576 (291) 285 -------------------------------------------------Notes1.    The audited Annual Financial Report has been prepared on the basis ofaccounting policies set out in the statutory accounts of the Company for theyear ended 30 September 2009.  All investments held by the Company areclassified as 'fair value through the profit and loss'. Unquoted investmentshave been valued in accordance with IPEVC guidelines. Quoted investments arestated at bid prices in accordance with the IPEVC guidelines and GenerallyAccepted Accounting Practice.2.    These are not statutory accounts in accordance with S436 of the CompaniesAct 2006. The full audited accounts for the year ended 30 September 2009, whichwere unqualified and did not contain and statements under S498(2) of CompaniesAct 2006 or S498(3) of Companies Act 2006, will be lodged with the Registrar ofCompanies. Statutory accounts for the year ended 30 September 2009 including anunqualified audit report and containing no statements under the Companies Act2006 will be delivered to the Registrar of Companies in due course.3.    Copies of the Annual Report will be sent to shareholders and will beavailable for inspection at the Registered Office of the Company at ECA Court,South Park, Sevenoaks, Kent TN13 1DU and can be accessed on the followingwebsite:www.foresightgroup.eu 4.    Net asset value per ordinary shareNet asset value per Ordinary Share is based on net assets at the year end of£16,620,000 (2008: £17,650,000), and on 21,682,500 (2008: 20,479,046) OrdinaryShares, being the number of Ordinary Shares in issue at that date.Net asset value per C Share is based on net assets at the year end of£24,878,000 (2008: £23,283,000), and on 24,279,288 (2008: 22,252,615) C Shares,being the number of C Shares in issue at that date.5.    Return per share   Year to Year to   30 September 2009 30 September 2008   Ordinary Share C Share Ordinary Share C Share   £'000 £'000 £'000 £'000 Total return after taxation  (1,536) 268  (3,071) 2,288 Basic return per share (note a)  (7.2)p 1.1p  (15.1)p 12.4p ----------------------------------------------------- Revenue return from ordinary activities after taxation 137 399 275 484 Revenue return per share (note b) 0.6p 1.7p 1.3p 2.6p ----------------------------------------------------- Capital return from ordinary shares after taxation  (1,673)  (131)  (3,346) 1,804 Capital return per share (note c)  (7.8)p  (0.6)p  (16.4)p 9.8p ----------------------------------------------------- Weighted average number of shares in issue in the period 21,214,203 23,350,051 20,349,804 18,383,750The totalloss of the Ordinary Shares (£1,536,000) and total return of the CShares (£268,000) combine to form the loss of (£1,268,000) in the profit andloss account.Notes:a) Total return per share is total return after taxation divided by the weightedaverage number of shares in issue during the period.b) Revenue return per share is net revenue after taxation divided by theweighted average number of shares in issue during the period.c) Capital return per share is total capital return after taxation divided bythe weighted average number of shares in issue during the period.6.    The Annual General Meeting will be held at 2.00pm on 23 February 2010 atECA Court, 24-26 South Park, Sevenoaks, Kent, TN13 1DU.7.    Income   2009 2008   £'000 £'000 Other income: Deposit interest 19 98 Venture capital investments 1,339 1,445 -----------------   1,358 1,543 -----------------8.    Investments   2009 2008   £'000 £'000 Listed investments at market valuation: Investments traded on the Alternative Investment Market (AIM) 876 1,016 Unlisted investments at directors' valuation: Unquoted investments 25,658 16,592 ---------------   26,534 17,608 ---------------   Quoted on AIM Unquoted Total Company £'000 £'000 £'000 Book cost as at 1 October 2008 2,598 17,298 19,896 Investment holding losses (1,582) (706) (2,288) -------------------------------- Valuation at 1 October 2008 1,016 16,592 17,608 Movements in the period: Quoted to unquoted transfer - cost (1,181) 1,181 - Quoted to unquoted transfer - investment 852 (852) - holding loss Purchases at cost - 10,437 10,437 Disposal proceeds - (205) (205) Investment holding gains/(losses) 189 (1,495) (1,306) -------------------------------- Valuation at 30 September 2009 876 25,658 26,534 -------------------------------- Book cost at 30 September 2009 1,417 28,711 30,128 Investment holding losses (541) (3,053) (3,594) -------------------------------- Valuation at 30 September 2009 876 25,658 26,534 --------------------------------   Quoted on AIM Unquoted Total Ordinary Shares £'000 £'000 £'000 Book cost as at 1 October 2008 2,598 12,563 15,161 Investment holding losses (1,582) (2,632) (4,214) -------------------------------- Valuation at 1 October 2008 1,016 9,931 10,947 Movements in the period: Quoted to unquoted transfer - cost (1,181) 1,181 - Quoted to unquoted transfer - investment 852 (852) - holding loss Purchases at cost - 2,725 2,725 Investment holding gains/(losses) 189 (1,718) (1,529) -------------------------------- Valuation at 30 September 2009 876 11,267 12,143 -------------------------------- Book cost at 30 September 2009 1,417 16,469 17,886 Investment holding losses (541) (5,202) (5,743) -------------------------------- Valuation at 30 September 2009 876 11,267 12,143 --------------------------------   Quoted on AIM Unquoted Total C Shares £'000 £'000 £'000 Book cost as at 1 October 2008 - 4,735 4,735 Investment holding gains - 1,926 1,926 -------------------------------- Valuation at 1 October 2008 - 6,661 6,661 Movements in the period: Purchases at cost - 7,712 7,712 Disposal proceeds - (205) (205) Realised gains - - - Investment holding gains - 223 223 -------------------------------- Valuation at 30 September 2009 - 14,391 14,391 -------------------------------- Book cost at 30 September 2009 - 12,242 12,242 Investment holding gains - 2,149 2,149 -------------------------------- Valuation at 30 September 2009 - 14,391 14,391 --------------------------------9.    Related party transactionsForesight Group and Foresight Fund Managers Ltd are considered to be RelatedParties of the Company. £973,165 was due to Foresight Group during the year formanagement fees and carried interest and £210,000 was outstanding at the periodend. Foresight Fund Managers Ltd was due £112,676 in its role as CompanySecretary during the year and £32,394 was outstanding at the year end. Noamounts have been written off in the year in respect of debts due to or from therelated parties. All amounts are, where applicable, stated net of Value AddedTax.END[HUG#1377438]




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Annual Information Update
Bereitgestellt von Benutzer: hugin
Datum: 26.01.2010 - 12:09 Uhr
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