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<strong>Foresight</strong> 4 VCT plc<br />
Interim Report for the six months<br />
ended 31 August 2004
Objective<br />
The objective of <strong>Foresight</strong> 4 VCT plc (formerly Advent 2 VCT plc) is to provide investors with an<br />
attractive return, principally by maximising the stream of dividend distributions from the income and<br />
capital gains generated by a portfolio of investments mainly in established unquoted companies in<br />
the United Kingdom.<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 40% on subscription into new shares, which is retained by shareholders if the<br />
shares are held for more than three years. This relief is available for the two tax years 2004/05<br />
and 2005/06.<br />
• VCT dividends (including capital distributions of realised gains on investments) are not subject to<br />
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 />
● The Company invested £310,673 in follow-on funding rounds in five portfolio companies: Advanced Visual Technology<br />
(£50,000), EnSeal Systems (£100,018), IPV (£42,222), Nomad Software (£100,000) and Reqio (£18,433).<br />
● A prudent basis of valuation and continuing difficult market conditions for some portfolio companies have contributed<br />
to provisions of £5.96m being made against the previous valuations of twelve investments.<br />
● During the six-month period, upward revaluations were made to three investments totalling £1.13m as a result of<br />
improved trading performance or exit prospects.<br />
● A number of portfolio companies now have stronger sales pipelines and order books, reflecting increased customer<br />
demand.<br />
● Preliminary approaches have been received from possible purchasers or merger partners for certain portfolio<br />
companies, a number of which are being pursued and which could lead to exits being achieved in due course.<br />
● A final dividend is not being recommended.<br />
● The Company continues to exceed the 70% requirement for investment in qualifying holdings set by the Inland Revenue.<br />
Chairman’s Statement<br />
Roger Brooke<br />
Change of Manager, Name and Directors<br />
On 30 June 2004, I wrote to you explaining and seeking<br />
shareholders’ approval to a proposed change of the<br />
manager of the Company and a change of name.<br />
At the Extraordinary General Meeting held on 26 July,<br />
shareholders approved these changes. On 30 July,<br />
<strong>Foresight</strong> Venture Partners took over the management of<br />
the Company from Advent Fund Managers Limited, the<br />
name of the Company was subsequently changed from<br />
Advent 2 VCT plc to <strong>Foresight</strong> 4 VCT plc, the resolution for<br />
continuation as a VCT was deferred for five years and a<br />
new carried interest scheme was introduced for <strong>Foresight</strong><br />
Venture Partners. Sir Peter Williams and Sir David Cooksey<br />
then resigned as directors while Philip Stephens and<br />
I agreed to remain as a Director and Chairman respectively.<br />
Following the appointment of Bernard Fairman and Peter<br />
Dicks, I now welcome both of them to the Board. Bernard<br />
is one of the two founder partners of <strong>Foresight</strong> Venture<br />
Partners, which was established twenty years ago to invest<br />
in the technology sector. <strong>Foresight</strong> Venture Partners has<br />
a well established reputation as a successful manager in<br />
the technology sector, having launched and managed<br />
<strong>Foresight</strong> Technology VCT plc, the most successful VCT<br />
since launch in 1997 and recent winner of the “Investor<br />
All Stars” Venture Capital Trust of the year award. Peter was<br />
a founder director in 1973 of Abingworth PLC, a successful<br />
venture capital company, and is a director of a number of<br />
listed and unquoted companies; he is also Chairman of<br />
<strong>Foresight</strong> Technology VCT plc and Unicorn AIM VCT plc.<br />
I am confident that <strong>Foresight</strong> Venture Partners will help to<br />
improve the prospects for the portfolio and increase the<br />
likelihood of generating positive returns for shareholders.<br />
<strong>Foresight</strong> Venture Partners has plans to raise further funds<br />
for the Company and is being proactive in arranging<br />
banking finance. <strong>Foresight</strong> Venture Partners is currently<br />
developing its strategy to maximise returns from each<br />
portfolio company.<br />
Introduction<br />
I indicated in my last Annual statement in April that our<br />
portfolio companies were experiencing improving market<br />
conditions and that there were clear signs that the recovery<br />
was building further. A number of portfolio companies<br />
have benefited from these conditions but others have still<br />
found trading conditions difficult. A detailed review of<br />
portfolio valuations by <strong>Foresight</strong> Venture Partners as at<br />
31 August 2004 has contributed to a number of changes to<br />
previous valuations – both upwards and downwards – with<br />
the overall effect of substantially reducing the net asset<br />
value of the Company from 44.3p per share as at<br />
29 February 2004 to 30.4p per share as at 31 August 2004.<br />
Investment activity<br />
During this six month period, £310,673 was invested in<br />
follow-on funding rounds in five portfolio companies,<br />
namely Advanced Visual Technology (£50,000), EnSeal<br />
Systems (£100,018), IPV (£42,222), Nomad Software<br />
(£100,000) and Reqio (£18,433) and no new investments<br />
were made. A prudent basis of valuation and continuing<br />
difficult market conditions have contributed to provisions<br />
of £5.96m being made against the previous valuations of<br />
twelve investments. These included provisions of £474,000<br />
against the investment in Adeptra which is making slower<br />
progress than originally expected; £774,000 against the<br />
investment in IPV reflecting its failure to complete a<br />
proposed refinancing; £727,000 against the investment in<br />
PrismTech reflecting the news of a proposed refinancing<br />
and £811,000 against the investment in Reqio which<br />
continues to experience very difficult trading conditions.<br />
<strong>Foresight</strong> 4 VCT plc<br />
1
Chairman’s Statement<br />
However, improved trading and exit prospects enabled<br />
upward revaluations to be made to the investments in<br />
Healthgain Solutions, Snell & Wilcox and DNA Research<br />
Innovations, totalling £1.13m.<br />
The prospects of several portfolio companies continue<br />
to improve gradually. Footfall, INCA Digital Printers, The<br />
Casella <strong>Group</strong> and Healthgain Solutions have all produced<br />
good trading performances. However, whilst EnSeal<br />
Systems and Elam-T have achieved key milestones for their<br />
technologies and are progressing to commercialisation, this<br />
is likely to take considerable further time.<br />
On 28 October 2004, the investment in DNA Research<br />
Innovations Limited was successfully realised when the<br />
company, which has developed and patented its own<br />
DNA purification/extraction technology, was acquired by<br />
Invitrogen Corporation of the USA – one of the largest life<br />
science technology groups in the world. This realised<br />
£1.4m in cash at completion while a further £1.4m may be<br />
realised if certain technical milestones are achieved. This<br />
would then represent a return of nearly three times the<br />
original cost of investment of £1m. The proceeds from this<br />
realisation have reduced the Company’s bank borrowing<br />
requirements appreciably.<br />
Balance sheet<br />
The net asset value per share as at 31 August 2004 was<br />
30.4p compared with 44.3p as at 29 February 2004.<br />
Valuation policy<br />
Unquoted investments have been valued in accordance<br />
with guidelines issued by the British Venture Capital<br />
Association (BVCA) except that listed securities are valued<br />
at mid-market prices with no discount applied.<br />
Dividend<br />
The Company realised no gains and had a low level<br />
of income during the period. The Board is therefore not<br />
recommending a dividend. Gross cumulative dividends<br />
paid since the inception of the Company amount to 21.8p.<br />
Venture Capital Trust Status<br />
<strong>Foresight</strong> 4 VCT plc has been granted approval as a<br />
Venture Capital Trust (VCT) under section 842AA of the<br />
Income and Corporation Taxes Act 1988 and it is intended<br />
that the business of the Company be carried on so as to<br />
maintain its VCT status.<br />
<strong>Foresight</strong> 4 VCT plc<br />
2<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 and it is<br />
hoped that this may be possible in the medium-term.<br />
However, the need to maintain cash resources for follow<br />
on investments has not enabled the Company to<br />
repurchase any shares during this six-month period and<br />
the existence of a loan, as referred to below, further<br />
compounded this situation.<br />
Borrowing<br />
In the last annual report, I highlighted the lack of<br />
cash available within the Company. The Company has a<br />
borrowing facility with its bankers, of which some £1 million<br />
was drawn as at 31 August 2004. Following the realisation<br />
of the investment in DNA Research Innovations Limited the<br />
Company intends to repay its bank debt whilst maintaining<br />
access to ongoing borrowing facilities.<br />
Outlook<br />
A number of portfolio companies are benefiting from<br />
more stable economic conditions after a long period<br />
of difficult trading, careful cost control and cash<br />
preservation. Portfolio companies are now increasing<br />
their sales and marketing efforts and ensuring they have<br />
sufficient resources to manage growing order books<br />
and sales. I believe that a number of companies in the<br />
portfolio have the potential to generate value provided that<br />
circumstances continue to improve, particularly corporate<br />
spending on IT and services. Preliminary approaches have<br />
been received from possible purchasers or merger partners<br />
for certain companies in the portfolio, a number of which<br />
are being pursued and these approaches could lead to<br />
exits being achieved in due course.<br />
The Board is disappointed at the substantial further decline<br />
in the net asset value of the Company but believes that<br />
this represents the application of robust and prudent<br />
valuations in line with BVCA guidelines and that the<br />
recent appointment of <strong>Foresight</strong> Venture Partners, a VCT<br />
manager with a strong performance record, is an important<br />
milestone in building and realising value from the portfolio.<br />
Roger Brooke<br />
Chairman<br />
29 October 2004
Investment Summary<br />
THE VENTURE CAPITAL FUNDS<br />
On 30 July 2004, <strong>Foresight</strong> Venture Partners replaced Advent Fund Managers Limited as the investment manager of the<br />
Company. <strong>Foresight</strong> Venture Partners’ obligations are detailed in an Investment Management Agreement of the same date.<br />
During the six-month period ended 31 August 2004, further investments totalling £310,673 were made in five existing portfolio<br />
companies. The full investment portfolio as at 31 August 2004 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 />
As at 31 August 2004 As at 29 February 2004 Year Ended: 31 December 2003<br />
£’000<br />
Amounts Invested £1,228,828 £1,228,828 Sales £1,390<br />
Valuation £140,000 £614,414 Loss Before Tax (£4,553)<br />
% Equity / Voting Rights 3.2% 3.2% Net Liabilities (£1,576)<br />
Advanced Visual Technology Ltd<br />
develops and markets retail space management software and now has 45 customers worldwide including Tesco, W H 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 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 />
is expected to be incurred.<br />
Dates of Investment: December 1998<br />
February 2000<br />
September 2000<br />
February 2001<br />
May 2004<br />
As at 31 August 2004 As at 29 February 2004 Year Ended: 30 September 2003<br />
£’000<br />
Amounts Invested £1,806,844 £1,756,844 Sales £1,762<br />
Valuation £750,000 £1,317,633 Profit Before Tax £11<br />
% Equity / Voting Rights 34.6% 34.6% Net Assets £207<br />
DNA Research Innovations Ltd<br />
continues to develop its patented, flexible technology for extracting pure DNA from a wide variety of samples and is generating a growing pipeline<br />
of new products. A range of 27 products has now been developed for extracting both DNA and RNA both manually and with robots which are<br />
now being sold through a small sales force, including specific products for: forensics applications, human blood, animal blood and plants. A<br />
number of key accounts have been won while full commercialisation is expected to be achieved through marketing/distribution agreements and<br />
partnerships with major companies. <strong>Foresight</strong> 4’s investment in DNA Research Innovations was acquired by Invitrogen Corporation from the<br />
US on 28 October 2004 for an initial consideration of £1.4 million rising to £2.8 million if certain technical milestones are achieved.<br />
Date of Investment: December 2000<br />
As at 31 August 2004 As at 29 February 2004 Year Ended: 30 June 2004<br />
£’000<br />
Amounts Invested £1,000,000 £1,000,000 Sales 23<br />
Valuation £1,800,000 £1,000,000 Loss Before Tax (£2,035)<br />
% Equity / Voting Rights 8.7% 8.7% Net Assets £2,865<br />
<strong>Foresight</strong> 4 VCT plc<br />
3
Investment Summary<br />
Elam-T Ltd<br />
develops organic emitting display materials targeting the flat-screen display market. Its materials are well suited to small portable devices with bright<br />
clear colours, long lifetimes and low power consumption. The company is working closely with key Far East product manufacturers which have given<br />
positive feedback, however commercial revenues are around twelve months away because of the cycle of building new manufacturing facilities. The<br />
$50bn global display screen market offers strong licence revenue opportunities, however the current valuation has been reduced to reflect the slow<br />
commercial adoption and preference shares held by other investors from more recent funding rounds in which the company did not participate.<br />
Dates of Investment: November 2000<br />
October 2001<br />
As at 31 August 2004 As at 29 February 2004 Year Ended: 31 July 2003<br />
£’000<br />
Amounts Invested £710,000 £710,000 Sales £5<br />
Valuation £20,000 £710,000 Loss Before Tax (£1,971)<br />
% Equity / Voting Rights 6.3% 6.3% Net Assets £1,834<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 />
As at 31 August 2004 As at 29 February 2004 Year Ended: 31 December 2003<br />
£’000<br />
Amounts Invested £961,033 £861,015 Sales £312<br />
Valuation £961,033 £861,015 Loss Before Tax (£320)<br />
% Equity / Voting Rights 75.0% 75.0% Net Liabilities (£264)<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. Eqos has recently<br />
won its first large contract in the USA with a major national retailing group.<br />
Dates of Investment: March 2000<br />
March 2001<br />
May 2001<br />
As at 31 August 2004 As at 29 February 2004 Year Ended: 30 September 2003<br />
£’000<br />
Amounts Invested £1,050,000 £1,050,000 Sales £2,615<br />
Valuation £500,000 £1,050,000 Loss Before Tax (£567)<br />
% Equity / Voting Rights 6.6% 6.6% Net Liabilities (£3,923)<br />
<strong>Foresight</strong> 4 VCT plc<br />
4
Investment Summary<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 2004 As at 29 February 2004 Year Ended: 31 March 2004<br />
£’000<br />
Amounts Invested £1,309,200 £1,309,200 Sales £6,157<br />
Valuation £1,270,403 £1,270,403 Profit Before Tax £386<br />
% Equity / Voting Rights 9.1% 9.1% Net Assets £2,733<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 application, 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 2004 As at 29 February 2004 Year Ended:<br />
Draft<br />
30 April 2004<br />
£’000<br />
Amounts Invested £999,989 £999,989 Sales £2,515<br />
Valuation £1,260,000 £999,989 Loss Before Tax (£418)<br />
% Equity / Voting Rights 40.0% 40.0% Net Liabilities (£887)<br />
INCA Digital Printers Ltd<br />
develops and manufactures large flat bed ink jet printing machines. Reflecting growing confidence in the printing industry, orders for Inca’s Eagle<br />
and the even larger Columbia machines, capable of printing hoarding sized coloured images at high speed on a variety of materials, have grown<br />
appreciably during 2004 from customers in the UK, USA and China. This is now being reflected in improving profitability.<br />
Dates of Investment: May 2000<br />
November 2001<br />
As at 31 August 2004 As at 29 February 2004 Year Ended: 30 April 2004<br />
£’000<br />
Amounts Invested £756,025 £756,025 Sales £14,283<br />
Valuation £1,900,000 £2,334,513 Profit Before Tax £1,020<br />
% Equity / Voting Rights 7.6% 7.6% Net Assets £3,220<br />
<strong>Foresight</strong> 4 VCT plc<br />
5
Investment Summary<br />
IPV Ltd<br />
designs and sells video editing hardware and software to the broadcast industry worldwide. With only a narrow product range and a small number<br />
of key OEM customers, the company was heavily loss-making. A new Chief Executive was appointed in May 2003 and, as part of his turnround<br />
strategy, the product range has now been broadened appreciably, new markets established and the number of partners increased around the<br />
world. The company requires further finance to fully develop these markets and therefore this uncertainty has been reflected in the valuation.<br />
Dates of Investment: December 1999<br />
August 2000<br />
April 2004<br />
As at 31 August 2004 As at 29 February 2004 Year Ended: 31 March 2003<br />
£’000<br />
Amounts Invested £1,562,222 £1,520,000 Sales £1,262<br />
Valuation £28,000 £760,000 Loss Before Tax (£486)<br />
% Equity / Voting Rights 13.3% Net Assets £39<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 />
As at 31 August 2004 As at 29 February 2004 Year Ended:<br />
Draft<br />
31 December 2003<br />
£’000<br />
Amounts Invested £1,174,516 £1,074,516 Sales £3,345<br />
Valuation £550,000 £805,887 Loss Before Tax (£803)<br />
% Equity / Voting Rights 8.8% 8.8% Net Assets £280<br />
Oasis Healthcare plc<br />
is the UK’s leading privately focused dental group with a national chain of 127 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. A new<br />
Chief Executive, Stephen Lambert, was appointed in August 2004.<br />
Date of Investment: January 2003<br />
As at 31 August 2004 As at 29 February 2004 Year Ended: 31 March 2004<br />
£’000<br />
Amounts Invested £474,286 £474,286 Sales £73,911<br />
Valuation £132,800 £181,985 Loss Before Tax (£3,398)<br />
% Equity / Voting Rights 1.2% 1.2% Net Assets £11,762<br />
<strong>Foresight</strong> 4 VCT plc<br />
6
Investment Summary<br />
PrismTech Ltd<br />
develops middleware software based on CORBA open standards that enables enterprise applications to be used over distributed and mobile<br />
networks. The company’s customers include key international and US defence and telecoms businesses. The company’s sales are growing<br />
with £5m revenues this year and the company has reached breakeven profitability run-rate. However, PrismTech will continue to need to invest<br />
in product development to exploit market opportunities, and the valuation has been adjusted to reflect this and a potential funding round.<br />
Dates of Investment: June 2000<br />
August 2001<br />
December 2001<br />
As at 31 August 2004 As at 29 February 2004 Year Ended: 31 March 2003<br />
£’000<br />
Amounts Invested £1,486,000 £1,486,000 Sales £3,643<br />
Valuation £16,000 £743,000 Loss Before Tax (£980)<br />
% Equity / Voting Rights 15.0% 15.0% Net Assets £2,755<br />
Reqio Ltd<br />
continues to secure contracts for its software in the emerging market for catalogue solutions. Recent contract wins include Asite (a services<br />
provider to purchasing organisations) and Kem Edwards (a UK component distributor). Reqio’s software is robust and highly configurable,<br />
but market demand remains weak in the short-term, with many of Reqio’s UK competitors having failed. With a reliable and proven software<br />
solution, the company is focused on its sales and marketing effort, however the valuation has been adjusted to reflect the very poor cash<br />
position and near-term funding round to support working capital requirements.<br />
Dates of Investment: January 2001<br />
September 2001<br />
September 2002<br />
January 2003<br />
June 2004<br />
As at 31 August 2004 As at 29 February 2004 Year Ended: 30 September 2003<br />
£’000<br />
Amounts Invested £1,678,206 £1,659,773 Sales £860<br />
Valuation £37,000 £829,887 Loss Before Tax (£2,378)<br />
% Equity / Voting Rights 9.5% 9.5% Net Assets £722<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<br />
forces 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 2004 As at 29 February 2004 Year Ended: 30 June 2004<br />
£’000<br />
Amounts Invested £1,254,000 £1,254,000 Sales £96<br />
Valuation – – Loss Before Tax (£54)<br />
% Equity / Voting Rights 35.2% 35.2% Net Assets £136<br />
<strong>Foresight</strong> 4 VCT plc<br />
7
Investment Summary<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 2004 As at 29 February 2004 Year Ended: 31 March 2004<br />
£’000<br />
Amounts Invested £839,137 £839,137 Sales £33,266<br />
Valuation £330,000 £261,552 Loss Before Tax (£3,187)<br />
% Equity / Voting Rights 1.6% 1.6% Net Liabilities (£1,027)<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<br />
current year. Three of Casella’s subsidiaries, Stanger, Winton and Hazmat, are considered major brands within their respective niches in the<br />
environmental market.<br />
Dates of Investment: April 2000<br />
November 2002<br />
September 2003<br />
February 2004<br />
As at 31 August 2004 As at 29 February 2004 Year Ended: 30 June 2003<br />
£’000<br />
Amounts Invested £1,596,249 £1,596,249 Sales £38,073<br />
Valuation £1,125,000 £1,596,249 Loss Before Tax (£5,485)<br />
% Equity / Voting Rights 5.5% 5.5% Net Liabilities (£5,493)<br />
VectorCommand 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. The valuation reflects anticipated funding to<br />
enhance the product set and develop international sales, particularly in the USA.<br />
Dates of Investment: September 1999<br />
November 2000<br />
April 2002<br />
As at 31 August 2004 As at 29 February 2004 Year Ended: 31 December 2003<br />
£’000<br />
Amounts Invested £1,468,750 £1,468,750 Sales £1,000<br />
Valuation £1,100,000 £1,101,563 Loss Before Tax (£3)<br />
% Equity / Voting Rights 34.4% 34.4% Net Assets £838<br />
Associated Funds<br />
<strong>Foresight</strong> Venture Partners also advises <strong>Foresight</strong> Technology VCT plc, <strong>Foresight</strong> 2 VCT plc and Trivest plc and manages <strong>Foresight</strong> 3 VCT plc. Investments have been made by<br />
<strong>Foresight</strong> 3 VCT plc in Oasis Healthcare (£1,343,809), IPV (£1,608,074), Elam-T Ltd (£810,000) and DNA Research Innovations Ltd (£521,890).<br />
<strong>Foresight</strong> 4 VCT plc<br />
8
Profit and Loss Account<br />
for the six months to 31 August 2004<br />
6 Months to 6 Months to Year to<br />
31 August 2004 31 August 2003 29 February 2004<br />
(unaudited) (unaudited) (audited)<br />
£'000 £'000 £'000<br />
Investment income and deposit interest 44 90 137<br />
Investment management fees (81) (177) (309)<br />
Other expenses (123) (92) (193)<br />
Finance costs (34) (16) (54)<br />
––––––– ––––––– –––––––<br />
Operating loss (194) (195) (419)<br />
Profit/(loss) on realisation of investments 25 (424) (5,636)<br />
––––––– ––––––– –––––––<br />
Loss on ordinary activities before taxation (169) (619) (6,055)<br />
Tax on ordinary activities – – –<br />
––––––– ––––––– –––––––<br />
Loss on ordinary activities after taxation (169) (619) (6,055)<br />
Dividends – – –<br />
––––––– ––––––– –––––––<br />
Balance transferred from reserves (169) (619) (6,055)<br />
––––––– ––––––– –––––––<br />
Earnings per share (0.5)p (1.7)p (16.9)p<br />
––––––– ––––––– –––––––<br />
Statement of Total Recognised Gains and Losses<br />
for the six months to 31 August 2004<br />
6 Months to 6 Months to Year to<br />
31 August 2004 31 August 2003 29 February 2004<br />
(unaudited) (unaudited) (audited)<br />
£'000 £'000 £'000<br />
Loss for the period (169) (619) (6,055)<br />
Unrealised (losses)/gains on revaluation of investments (4,828) (1,415) 3,643<br />
––––––– ––––––– –––––––<br />
Total recognised losses relating to the period (4,997) (2,034) (2,412)<br />
––––––– ––––––– –––––––<br />
All items in the Profit and Loss account derive from continuing operations. No operations were acquired or discontinued in the<br />
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 2004<br />
As at As at As at<br />
31 August 04 31 August 03 29 February 04<br />
(unaudited) (unaudited) (audited)<br />
£'000 £'000 £'000<br />
Fixed assets<br />
Investments<br />
Quoted 133 733 182<br />
Unquoted 11,788 15,777 16,256<br />
––––––– ––––––– –––––––<br />
Current assets<br />
11,921 16,510 16,438<br />
Debtors 376 162 438<br />
Money market and other deposits – 3 –<br />
Cash 271 156 350<br />
––––––– ––––––– –––––––<br />
Creditors:<br />
Amounts falling due within one year<br />
647 321 788<br />
Bank borrowings (982) (199) (614)<br />
Other creditors (694) (365) (723)<br />
––––––– ––––––– –––––––<br />
Net current liabilities (1,029) (243) (549)<br />
––––––– ––––––– –––––––<br />
Net assets 10,892 16,267 15,889<br />
––––––– ––––––– –––––––<br />
Capital and reserves<br />
Called up share capital 1,793 1,793 1,793<br />
Share premium account 23,581 23,581 23,581<br />
Capital redemption reserve 9 9 9<br />
Revaluation reserve (10,893) (11,123) (6,065)<br />
Profit and loss account (3,598) 2,007 (3,429)<br />
––––––– ––––––– –––––––<br />
Equity shareholders' funds 10,892 16,267 15,889<br />
––––––– ––––––– –––––––<br />
Net asset value per ordinary share 30.4p 45.4p 44.3p<br />
––––––– ––––––– –––––––<br />
<strong>Foresight</strong> 4 VCT plc<br />
10
Summarised Statement of Cashflows<br />
for the six months to 31 August 2004<br />
6 months to 6 months to Year to<br />
31 August 04 31 August 03 29 February 04<br />
(unaudited) (unaudited) (audited)<br />
£'000 £'000 £'000<br />
Net cash (outflow)/inflow from<br />
operating activities (161) 118 (24)<br />
Taxation – – –<br />
Net capital expenditure and financial investment (286) (350) (432)<br />
Equity dividends paid – – –<br />
Net cash outflow before financing and<br />
––––––– ––––––– –––––––<br />
liquid resource management (447) (232) (456)<br />
Financing<br />
Loans drawn down 368 199 614<br />
––––––– ––––––– –––––––<br />
(Decrease)/increase in cash (79) (33) 158<br />
––––––– ––––––– –––––––<br />
Reconciliation of net cashflow to<br />
movement in net debt<br />
(Decrease)/increase in cash for the period (79) (33) 158<br />
Net (debt)/cash at start of period (264) 192 192<br />
Loans drawn down (368) (199) (614)<br />
––––––– ––––––– –––––––<br />
Net debt at end of period (711) (40) (264)<br />
––––––– ––––––– –––––––<br />
Reconciliation of operating loss to net cashflow<br />
from operating activities<br />
Operating loss (194) (195) (419)<br />
Changes in working capital 33 313 395<br />
––––––– ––––––– –––––––<br />
Net cash (outflow)/inflow from operating activities (161) 118 (24)<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 29 February 2004. Unquoted investments have been valued in accordance with<br />
BVCA guidelines. Quoted investments are stated at middle-market prices in accordance with Generally Accepted<br />
Accounting Practice.<br />
2. These are not statutory accounts in accordance with section 240 of the Companies Act 1985 and are neither audited<br />
nor reviewed. The full audited accounts for the year ended 29 February 2004, which were unqualified, have been lodged<br />
with the Registrar of Companies. No statutory accounts in respect of any period after 29 February 2004 have been<br />
reported on by the Company’s auditors or delivered to the Registrar of Companies.<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. Number of shares in issue 35,862,753 (2003: 35,862,753).<br />
5. Earnings for the first six months should not be taken as a guide to the results for the full year.<br />
6. 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 1 March 2004 1,793 23,581 9 (6,065) (3,429) 15,889<br />
Net decrease in the value –<br />
of investments – – – (4,828) – (4,828)<br />
Loss for the period – – – – (169) (169)<br />
––––––– ––––––– ––––––– ––––––– ––––––– –––––––<br />
As at 31 August 2004 1,793 23,581 9 (10,893) (3,598) 10,892<br />
––––––– ––––––– ––––––– ––––––– ––––––– –––––––<br />
7. Summary of investments during the period Quoted Unquoted Total<br />
£'000 £'000 £'000<br />
Book cost as at 1 March 2004 475 22,028 22,503<br />
Unrealised depreciation (293) (5,772) (6,065)<br />
––––––– ––––––– –––––––<br />
Valuation at 1 March 2004 182 16,256 16,438<br />
Movements in the period:<br />
Purchases at cost – 311 311<br />
Disposal proceeds – – –<br />
realised gains/(losses) – – –<br />
Unrealised depreciation (49) (4,779) (4,828)<br />
––––––– ––––––– –––––––<br />
Valuation at 31 August 2004 133 11,788 11,921<br />
––––––– ––––––– –––––––<br />
Book cost at 31 August 2004 475 22,339 22,814<br />
Unrealised depreciation (342) (10,551) (10,893)<br />
––––––– ––––––– –––––––<br />
Valuation at 31 August 2004 133 11,788 11,921<br />
––––––– ––––––– –––––––<br />
<strong>Foresight</strong> 4 VCT plc<br />
12
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 />
Capita IRG (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<br />
of a change of address or other amendment this should be notified to the Company’s registrar, Capita IRG, under the<br />
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 2005 Announcement of annual results for the year ended 28 February 2005<br />
May 2005 Posting of the Annual Report for the year ended 28 February 2005<br />
June 2005 Annual General Meeting<br />
October 2005 Announcement of interim results for the six months to 31 August 2005<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 />
Roger Brooke (Chairman)<br />
Philip Stephens<br />
Peter Dicks<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 />
VCT Tax Adviser<br />
PricewaterhouseCoopers LLP<br />
1 Embankment Place<br />
London WC2N 6RH<br />
Registrar<br />
Capita IRG plc<br />
The Registry<br />
34 Beckenham Road<br />
Beckenham<br />
Kent BR3 4TU<br />
Registrar’s shareholder helpline: 0870 162 3100<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 />
Solicitors<br />
Martineau Johnson<br />
No. 1 Colmore Square<br />
Birmingham B4 6AA<br />
Registered Number<br />
3506579<br />
cover design by johnson banks