TIDMFTV
FORESIGHT VCT PLC
Summary Financial Highlights
-- Net asset value per Ordinary Share at 31 December 2016 was 83.6p after
payment of a 7.0p dividend (31 December 2015: 87.5p).
-- Net asset value per Planned Exit Share at 31 December 2016 was 25.9p
after a payment of a 14.0p dividend (31 December 2015: 36.8p).
-- Net asset value per Infrastructure Share at 31 December 2016 was 81.7p
after payment of 14.5p in dividends (31 December 2015: 92.4p).
Ordinary Shares fund
-- An interim dividend for the year ended 31 December 2015 of 7.0p per
Ordinary Share was paid on 1 April 2016.
-- An interim dividend for the year ended 31 December 2016 of 5.0p per
Ordinary Share was paid on 3 April 2017.
-- The fund realised GBP0.6 million from the sale of two portfolio
companies.
-- The fund invested GBP4.8 million in two new portfolio companies.
-- A further GBP37.0 million was raised through the issue of shares from the
2016 offer which closed on 23 December 2016.
-- The Manager agreed to lower its annual management fee for the Ordinary
Shares fund to 1% in respect of any cash above GBP20 million held within
the fund.
Planned Exit Shares fund
-- An interim dividend for the year ended 31 December 2016 of 14.0p per
Planned Exit Share was paid on 14 October 2016.
-- An interim dividend for the year ended 31 December 2017 of 18.0p per
Planned Exit Share was paid on 13 April 2017.
-- The fund realised GBP1.4 million from the sale of Trilogy Communications.
-- AlwaysOn was sold after the year end, realising GBP2.0 million.
Infrastructure Shares fund
-- An interim dividend for the year ended 31 December 2015 of 2.5p per
Infrastructure Share was paid on 11 March 2016.
-- An interim dividend for the year ended 31 December 2016 of 12.0p per
Infrastructure Share was paid on 23 September 2016.
-- The fund realised GBP4.0 million from the sale of FS Pentre.
-- Three portfolio companies were restructured following the merger with
Foresight 2 VCT, generating GBP3.2 million.
Chairman's Statement
The following statement is divided into three sections, each dealing
with the performance of specific share funds within the Company.
1. The Ordinary Shares Fund
Introduction and Strategy
During the period under review, the net assets of the Ordinary Shares
fund increased to GBP107.0 million at 31 December 2016 from GBP75.8
million at 31 December 2015 following a successful new fund raise. The
net asset value per share at 31 December 2016 was 83.6p, which, after
taking into account the 7.0p per share dividend paid in April last year,
is an increase of 3.5% on the 87.5p per share at 31 December 2015.
The Directors believe that the Ordinary Shares fund is beginning to
demonstrate the benefits of actions taken over the past five years to
significantly expand the size of the fund and refocus its investments on
developing businesses. At the year end the fund held 28 investments in
UK based businesses across a wide spread of sectors and had over GBP39
million of cash available for further investment.
The Directors believe that it is in the best interests of Ordinary
Shareholders for the Company to continue to pursue its existing strategy
which includes the following four key objectives:
-- Further increase of the net assets of the Ordinary Shares fund to a level
in excess of GBP150 million.
-- Entering into a significant number of new and follow on qualifying
investments every year.
-- Paying an annual dividend to Shareholders of at least 5.0p per share and
at the same time aiming to maintain or increase net asset value per
share.
-- Offering a programme of regular share buy backs at a discount in the
region of 10% to the prevailing net asset value.
Investment Opportunities
The Directors believe that central to the Company being able to achieve
its objectives in the future is the ability of Foresight Group, the
Company's manager (the "Manager"), to source and complete attractive new
qualifying investment opportunities. This task has not been made easier
by the changes to VCT legislation which (amongst other requirements)
place greater emphasis on growth or development capital investment into
younger companies.
The Company is fortunate, however, in that it has pursued a policy of
seeking growth capital investments for several years with the Manager
having established a successful track record in this area. Foresight
Group was recently awarded 'VCT House of the Year 2016' at the Unquote
awards in recognition of investments made and the achievements of team
members and the Manager as a whole throughout 2016.
In addition to its established reputation in the area of growth and
development capital investment, the Manager has been developing a number
of UK regional funds supporting early stage businesses. The first two
funds which are based in Nottingham and Manchester are already proving a
useful source of attractive new investment leads for the Company. The
Company completed two new investments amounting to GBP4.8 million last
October and has concluded three further transactions totalling GBP6.8
million in 2017. Taking into account the current pipeline of new
investment opportunities, it is the Manager's expectation that it will
be able to increase the level of new investments over the coming year
and beyond.
Cash Availability and Charges
By the time it closed last December, the Company's 2016 share offer
raised approximately GBP37 million. In line with its strategy for the
expansion of the overall size of the fund, the Board and the Manager are
looking to build on that success and raise further funds to support the
Company's investment programme. A prospectus offer to raise GBP20
million was launched on 2 February 2017 and was rapidly oversubscribed.
The Board utilised the over-allotment facility for a further GBP20
million and capacity was reached, with the offer closing to further
applications on 20 March 2017.
At the year end, the Ordinary Shares fund had cash and liquid resources
of GBP39.4 million with the 2017 share offer adding significantly to
this sum. The Directors believe that it is right to hold substantial
funds available for future investment but in order to mitigate the full
cost impact of this, the Manager recently agreed to lower the annual
management charge to 1% in respect of any cash above GBP20 million held
within the fund. This reduced rate will be reviewed by the Board on an
annual basis.
Annual Running Costs
The annual management fee of the Ordinary Shares fund is 2.0% of net
assets including cash balances up to GBP20 million. The average ongoing
charges of the Ordinary Shares fund for the period to 31 December 2016,
at 2.1% of net assets, compares favourably with its VCT peer group and
is subject to a cap at 2.4% of net assets, which is amongst the lowest
for any generalist VCT with total assets in excess of GBP20 million.
The Board remains committed to keeping the Company's operating costs as
low as possible and the funds raised under the Offer will serve to
increase the Company's net assets overall while allowing the Company's
fixed administrative costs to be spread across a wider asset base, thus
reducing costs per share.
Performance Incentive
As stated at the time of the merger with Foresight 2 VCT, the Directors
consider that a performance incentive scheme should help to incentivise
the Manager to deliver above average value for Shareholders. In addition,
the Directors believe it to be advantageous to align the interests of
the Manager with those of Shareholders. New arrangements were approved
by Shareholders on 8 March 2017 and have been entered into whereby
individual members of the Manager's private equity team and the Manager
will invest alongside the Ordinary Shares fund, and may become entitled
to performance incentive payments, subject to the achievement of 'per
investment' and 'fund as a whole' performance hurdles.
Details of these arrangements can be found on page 60 of the Annual
Report and Accounts.
Dividends
The Board is pleased that the Company has been able to maintain its
annual dividend payments at or above its target of 5.0p per Ordinary
Share for the past six years and expects to maintain this in the future.
The Company's dividend policy is, and will remain wherever practical, to
maintain a steady flow of tax-free dividends, generated from income or
capital profits realised on the sale of investments.
In accordance with this policy an interim dividend of 5.0p was paid on 3
April 2017 based on an ex-dividend date of 16 March 2017 and a record
date of 17 March 2017.
Buybacks
The Board and the Manager consider that the ability to offer to buyback
shares at a discount in the region of 10% is a benefit to Shareholders
as a whole and an appropriate way to help manage the share price
discount to NAV at which the Ordinary Shares trade.
Outlook
The Directors are optimistic that investments currently within the
Company's Ordinary Shares fund have the potential to show further growth
over the coming year and that new investment opportunities being sourced
by the Manager will add to this potential. The fund is well positioned
to provide Shareholders with regular dividends and sustained capital
value in the future.
2. Planned Exit Shares Fund
During the period under review, the net assets of the Planned Exit
Shares fund decreased to GBP2,949,000 at 31 December 2016 from
GBP4,248,000 at 31 December 2015. The net asset value per share at 31
December 2016 was 25.9p which, after taking into account the 14.0p per
share dividend paid on 14 October 2016 is an increase of 8.4% on the
36.8p per share at 31 December 2015. Total return since launch, however,
remains significantly behind expectations.
The Board was particularly pleased with the realisation of Trilogy
Communications, which was sold in August 2016, as it represented a
significant turnaround in Trilogy's fortunes and demonstrates the
benefit of active asset management for private equity style investments.
Details of the sale can be found in the Manager's Report.
Cash Availability
At the year end, the Planned Exit Shares fund had cash and liquid
resources of GBP135,000.
Running Costs
The annual management fee of the Planned Exit Shares fund is 1.0% of net
assets. The average ongoing charges ratio of the Planned Exit Shares
fund for the period ended 31 December 2016 was 1.9% of net assets.
Dividends
It continues to be the Company's policy to provide a flow of dividends
which will be tax-free to qualifying shareholders, generated from income
and from capital profits realised on the sale of investments.
Distributions, however, will inevitably be dependent on cash being
generated from portfolio investments and successful realisations.
In accordance with this policy an interim dividend of 18.0p per Planned
Exit Share was paid on 13 April 2017 based on an ex-dividend date of 30
March 2017 and a record date of 31 March 2017.
Buybacks
The Board and the Manager consider share buybacks to be an effective way
to manage the share price discount to NAV at which the Planned Exit
Shares trade.
Outlook
The original objective of the Planned Exit Shares fund was to return
investors 110p per share through a combination of dividends and share
buybacks by the sixth anniversary of the closure of the original offer,
which was June 2016.
Following the sale of AlwaysOn in January 2017, there is now one final
investment held within the Planned Exit Shares portfolio and it
continues to be the Board's policy to manage this investment in order to
maximise the return for Shareholders.
The total return for Shareholders if the fund realised the remaining
investment at current valuation would be 82.9p (comprising 57.0p in
dividends paid to date and 25.9p representing the remaining NAV at 31
December 2016). To deliver the target return of 110p per share, a
significant increase on the current valuation of the remaining
investment would need to be achieved on disposal. The Directors consider
that it is highly unlikely that the present total return will improve
materially.
3. Infrastructure Shares Fund
During the period under review, the net assets of the Infrastructure
Shares fund decreased to GBP26.6 million at 31 December 2016 from
GBP30.0 million at 31 December 2015. The net asset value per share at 31
December 2016 was 81.7p which, after taking into account the 2.5p per
share dividend paid on 11 March 2016 and the 12.0p per share dividend
paid on 23 September 2016, represented an increase of 4.1% over the year
on the 92.4p per share at 31 December 2015.
Following the merger with Foresight 2 VCT plc in December 2015, the
Company had a controlling holding in four of the five currently
qualifying Infrastructure Shares fund investments. Left unaddressed
these holdings would have become non-qualifying under VCT rules relating
to control. A one year grace period was allowed to remedy this
situation. Partial or complete disposals of these four investments to
reduce ownership of each of holding to below 50% were completed during
the year. Details of these disposals can be found in the Manager's
Report.
Cash Availability
At the year end the Infrastructure Shares fund had cash and liquid
resources of GBP2.8 million as a result of the partial disposals made in
December 2016.
Running Costs
The annual management fee of the Infrastructure Shares fund is 1% of net
assets. The ongoing charges ratio of the fund for the period ended 31
December 2016 was 1.7% of net assets.
Dividends
The Company's original objective was to provide an annual flow of
dividends of 5.0p per share, tax-free to qualifying shareholders,
generated from income and from capital profits realised on the sale of
investments. Distributions are inevitably dependent on cash being
generated from portfolio investments and successful realisations. Whilst
the underlying capital value of each investment remains largely
unaltered, they are not able to generate sufficient cashflows to satisfy
an annual 5.0p per share dividend at current yields.
Buybacks
The Board and the Manager consider share buybacks to be an effective way
to help manage the share price discount to NAV at which the
Infrastructure Shares trade.
Outlook
The Board is conscious of the intention stated in the original
Infrastructure Shares fund prospectus to offer Shareholders the
opportunity to exit their investment after the end of the initial five
year holding period and is writing to Infrastructure Shareholders
regarding this intent.
Brexit
There are two principal areas where the implementation of Brexit could
impact the Company:
1. Investee Companies - there has been much debate on the possible impact on
trade between Europe and the UK following the Brexit vote and how this
will impact UK businesses. It is too early to estimate the impact that
this may have;
2. Regulation - recent additions to the current VCT legislation have
resulted from EU State Aid Directives, but we do not believe that post
Brexit the amending of VCT legislation will be a priority for the UK
Government.
Annual General Meeting
The Company's Annual General Meeting will take place on 23 May 2017 at
10.00am. I look forward to welcoming you to the Meeting, which will be
held at the offices of Foresight Group in London. Details can be found
on page 70 of the Annual Report and Accounts.
Outlook
The Ordinary Shares fund is now of a size that the Directors believe
should more easily achieve the objectives of regular dividend payments
and continuing new investment. The Directors believe sound future
investment is fundamental to underpin long term performance. We are
encouraged by the performance of the portfolio over the last year and
pleased with the progress made by several recent investments. In
addition, the pipeline of potential investments contains a number of
interesting opportunities.
The Board is looking to realise and distribute the final investment in
the Planned Exit Shares fund as soon as practical and has already
embarked upon an exit strategy for the Infrastructure Shares fund
portfolio.
John Gregory
Chairman
Telephone: 01296 682751
Email: j.greg@btconnect.com
24 April 2017
Manager's Report
Fund raising for the Ordinary Shares Fund
On 18 January 2016, the Board launched a full prospectus to raise up to
GBP30 million by the issue of new Ordinary Shares. The issue was well
received by both new and existing investors, and the offer was increased,
raising a total of GBP37 million by the closing date of 23 December
2016.
While the VCT market adjusted to the changes in regulation announced in
2015, as noted in previous reports, investment activity was relatively
quiet in the first half of the year. Foresight Group, however, has
continued to see a flow of investment opportunities from small high
quality companies and subsequently, in late 2016 and early 2017, we have
seen a particularly strong pick-up in the pipeline. With the UK and US
economies continuing their recovery, we believe that investing in
growing, well managed private companies should, based on past experience,
generate attractive returns over the longer term.
To address the large number of high quality private equity investment
opportunities, we have continued to expand our private equity team,
which is now based in London, Manchester and Nottingham. The team now
totals 17 investment professionals with combined industry experience of
more than 220 years. Foresight Group has invested in more than 20 small
companies since 2012 with more than 20 follow-on investments made to
fund further growth.
All members of the team spend significant time connecting with SME
networks around the country, targeting advisers and marketing directly
to businesses to identify high quality opportunities across a diverse
range of market segments. Foresight Group's focus remains on identifying
strong management teams with growing businesses across a range of
sectors. The enlarged team enables efficient deal execution while
maintaining and developing the flow of new opportunities via both
intermediary referrals and direct targeting.
To take advantage of current investment opportunities, on 2 February
2017, the Board launched a further full prospectus to raise up to GBP20
million with a facility to increase by a further GBP20 million. The
offer was closed to further applications on 20 March 2017, raising the
full GBP40 million.
Portfolio Review: Ordinary Shares Fund
New Investments
Company GBP
Idio Limited 782,500
Simulity Labs Limited 4,000,000
Total 4,782,500
In October 2016, the Company invested GBP782,500 in content intelligence
platform Idio, a high growth, recurring revenue-led, enterprise Software
as a Service ("SaaS") business.
Also in October 2016 the Company completed a GBP4 million growth capital
investment in Simulity Labs, a specialist technology business based in
Bangor, North Wales, powering the future of connected devices and the
Internet of Things (IOT) through its embedded communications software
for SIM, eSIM and next generation connected products.
The Ordinary Shares fund continues to focus on new opportunities,
although uncertainty following the changes to VCT rules and HMRC delays
on providing advance assurances resulted in a delay in the completion of
new deals. Following the year end, however, a further three new
investments totalling GBP6.8 million were completed in Poundshop.com,
the UK's largest online pound shop, Ollie Quinn Limited, a designer and
retailer of subscription glasses and sunglasses and Fresh Relevance, an
ecommerce platform for online retailers. We are currently in exclusivity
and in due diligence on one new investment for the Ordinary Shares fund,
with offers on funding under negotiation for several other investments.
Follow-on funding
The final GBP94,503 tranche of an investment round to finance the
development of Biofortuna's new molecular diagnostics products was drawn
down in July 2016.
Realisations
Realisations totalling GBP673,176 were completed during the year.
These included the Company's interest in O-Gen Acme Trek, which was sold
in March 2016 to Blackmead Infrastructure Limited, a subsidiary of
Foresight's Inheritance Tax Solution, at book value for an initial cash
consideration of GBP45,442 and a deferred consideration element due when
certain conditions are met. The majority of this deferred consideration
was received in January 2017.
In August 2016, the Company successfully completed the sale of Trilogy
Communications Limited to California based Clear-Com LLC. The Ordinary
Shares fund received GBP575,667 in cash following completion (as
compared with a carrying value of GBP337,264 at 31 March 2016), with
further deferred consideration payable subject to warranty claims and
tax claims.
During the year, 56,538 ordinary shares in AIM listed ZOO Digital were
sold, realising GBP5,036.
A short term loan of GBP45,000 was repaid to the fund by Specac
International.
Loan repayments of GBP2,030 were received from the administrators of The
Skills Group Limited, formerly AtFutsal Group Limited.
The final tranche of deferred consideration was received from iCore
Limited, totalling GBP51,247.
Provisions to a level below cost (including take-on cost) in the year
Company GBP
Autologic Diagnostics Group Limited (3,268,957)
alwaysON Group Limited (547,620)
Hospital Services Group Limited (402,747)
Positive Response Communications Limited (328,662)
TFC Europe Limited (230,337)
ICA Group Limited (186,648)
ABL Investments Limited (57,889)
Total (5,022,860)
Material valuation uplifts in the year
Company GBP
Datapath Group Limited 3,614,255
Specac International Limited 2,047,328
Protean Software Limited 1,585,450
Procam Television Holdings Limited 1,167,624
Itad Limited 757,914
The Business Advisory Limited 582,014
FFX Group Limited 381,220
Total 10,135,805
Further investee company details are provided in the Portfolio
Highlights section.
Portfolio Review: Planned Exit Shares Fund
In line with the fund's objective at this time, no new or follow-on
investments were made during the year.
In August 2016 the Company successfully completed the sale of Trilogy
Communications Limited to California based Clear-Com LLC. The Planned
Exit Shares fund received GBP1,374,912 in cash following completion
(compared with a carrying value of GBP799,029 at 31 March 2016), with
further deferred consideration payable subject to warranty claims and
tax claims. This result represents a remarkable turnaround in Trilogy's
fortunes and demonstrates the benefit of active asset management by the
Foresight Group investment management team.
The final tranche of deferred consideration was received from Channel
Safety Systems Limited, totalling GBP13,367.
Following the year end the Company sold its investment in alwaysOn Group
Limited, realising a further GBP2,032,608 for the Planned Exit Shares
fund.
Material Provisions to a level below cost (including take-on cost) in
the year
Company GBP
Industrial Engineering Plastics Limited 831,658
Total 831,658
Slower than expected progress in the turnaround of Industrial
Engineering Plastics has led to a further reduction in the holding value
of the investment. This is the final investment held in the fund and we
continue to work on securing a realisation which will maximise value for
investors.
Portfolio Review: Infrastructure Shares Fund
As a consequence of the merger of the Company and Foresight 2 VCT in
December 2015, at the beginning of 2016 the Infrastructure Shares Fund
held controlling positions in four of its five qualifying investments.
To avoid these investments becoming non-qualifying under VCT regulations,
complete and partial disposals were successfully concluded within the
twelve month grace period.
On 1 July 2016, the fund successfully completed the sale of FS Pentre
Limited, the holding company of the Pentre solar farm project, for
GBP4.0 million, which represented a premium of GBP0.4 million above book
value. Pentre was sold to a Foresight Group managed investment vehicle
for this attractive premium reflecting an independent third party
valuation.
In December 2016, partial disposals of the three remaining qualifying
holdings were made to a fund managed by Foresight Group at an
independently verified valuation. This reduced the fund's shareholding
to below the qualification threshold in the Drumglass High School PFI
project in Northern Ireland, and two ground mounted solar projects, FS
Tope and FS Hayford Farm.
Proceeds
Investee Company (GBP) Fully Diluted Ownership 31 December 2016
Drumglass HoldCo Limited 1,361,685 49.99%
FS Hayford Farm Limited 388,948 49.99%
FS Pentre Limited 3,996,337 -
FS Tope Limited 1,491,673 49.99%
Total 7,238,643
Following the fifth anniversary of the last allotment of shares in the
fund in July 2017 it is proposed to offer Shareholders the opportunity
to realise their holdings.
The Board and Manager have given consideration to current investment
opportunities and whether any sale proceeds should be reinvested. It was
concluded that any sales proceeds should (subject to VCT implications
for both the Company and Shareholders) be distributed to Shareholders.
The rationale being that the asset type which can be held within the
fund is of a nature suited to longer term investment. The Board and
Manager believe that Shareholders individually are in the best position
to decide on what form of future investment is most suited to their
needs.
Portfolio Highlights
ABL Investments Limited ("ABL"), based in Wellingborough, Northants and
with a manufacturing subsidiary in Serbia, manufactures and distributes
office power supplies and distributes monitor arms, cable tidies and CPU
holders to office equipment manufacturers and distributors across the
UK. The company has continued to achieve strong growth and good
profitability. Production facilities have largely been brought in house,
enabling the Serbian operation to expand its production offering. ABL
continues to improve its sales reach by expanding its dealer network and
its range of products. The reduced valuation reflects the updated
valuation methodology, which is now based on a multiple of the company's
earnings. Held in the Ordinary Shares fund.
Aerospace Tooling Corporation ("ATL") provides repair, refurbishment and
remanufacturing services for components in high-specification aerospace
and turbine engines, serving the aerospace, military, marine and
industrial markets. In September 2014 the company effected a
recapitalisation and dividend distribution which returned the entire
initial GBP1.5 million cost of this investment to the Ordinary Shares
fund while retaining the original equity shareholding. Subsequently, ATL
faced reduced orders from its two largest customers in 2015 and incurred
significant EBITDA losses for its financial year to June 2016. This poor
trading was reflected in the reduction in value during the year. In
January 2016, a new experienced CEO was appointed, who has made solid
progress, returning the company to positive EBITDA during the second
half of calendar 2016. Held in the Ordinary Shares fund.
alwaysOn Group provides data backup services, connectivity and
Microsoft's Skype for Business collaboration software to SMEs and larger
enterprises. For the financial year to 30 June 2016, a small EBITDA loss
was incurred on reduced sales of GBP5.5 million. Given the company's
cash constraints, a decision was made to seek an exit rather than fund
further losses. Despite challenging trading conditions the sale was
completed in January 2017, with proceeds of GBP2.033 million going to
the Planned Exit Fund. Held in the Ordinary Shares and Planned Exit
Shares funds.
Aquasium Technology designs, manufactures and markets bespoke electron
beam welding and vacuum furnace equipment and related services. The
company has continued to perform well in its core markets, and there is
good visibility over the pipeline for the current financial year. The
company has continued the development of its disruptive reduced pressure
vacuum electron beam welding technology, Ebflow. The sales cycle for
this disruptive technology is protracted in nature, requiring further
investment in marketing and business development activities. The
investment in Aquasium has to date returned GBP3.8 million, representing
a multiple of over 2.0x cost. Held in the Ordinary Shares fund.
Autologic Diagnostics Group produces software-based automotive
diagnostic tools. In May 2015, a new business model was launched to
generate recurring revenues and improve the quality of the company's
earnings from a new product, Assist Plus, and associated Assist Plus
service. This change in strategy towards a pure recurring revenue model
resulted in certain exceptional costs being incurred, impacting EBITDA
during 2015 and 2016. It is likely that profits will remain depressed
until revenues from the new software focused model can be delivered,
which is anticipated to occur later this year. Accordingly, the
valuation of the company has been reduced significantly. Held in the
Ordinary Shares fund.
Biofortuna is a molecular diagnostics business based in the North West
which develops and sells its own proprietary freeze dried DNA tests as
well as developing and manufacturing products on behalf of customers. A
funding round was completed in August 2013, in which the Ordinary Shares
fund invested GBP99,066 and a further GBP50,929 invested in April 2014.
To finance the development of new products, a GBP1.6 million round was
concluded in January 2015, of which GBP890,000 was committed by the
Foresight VCTs. The Ordinary Shares fund invested GBP128,002 in the
first tranche. The final tranche for this round, totaling GBP94,503, was
drawn down in July 2016. For the year to 31 March 2016, trading was
ahead of budget, with the profitable Contract Manufacturing division
helping offset investment in the proprietary products being developed by
the Molecular Diagnostics division. To finance continuing growth and
product development, a further funding round is expected during 2017.
Held in the Ordinary Shares fund.
Blackstar Amplification Holdings is the number two guitar amplifier
brand by units sold in the UK and USA. The company currently has a
presence in over 35 countries and its products are stocked in over 2,500
stores globally. During the year, the company has been strengthening its
international distributor network, and continued to invest heavily into
new product development, which, while impacting short term profitability,
should result in improved trading performance towards the end of this
fiscal year. The company's valuation has been reduced to reflect this
short term impact. Held in the Ordinary Shares fund.
O-Gen UK is a leading developer of Advanced Conversion Technology waste
to energy projects. In March 2015, O-Gen UK and Una Group combined their
two teams into a new company, CoGen Limited to develop their pipeline of
projects. In April 2016, the company bought 42.5% of the sub-debt and
21.25% of the equity in an existing plant in Avonmouth, redeveloping the
site using technology provided by Nexterra, a medium size technology
provider in which the company holds 50% of the shares, while retaining
the 2 ROC accreditation. The Birmingham Bio Power plant, a 9MW waste
wood gasification plant in which the company holds shares, reached take
over in July 2016 and is now in the optimisation and testing period.
Construction is substantially complete on the GBP53 million Welland
project and cold commissioning is taking place. The building and civils
works are also essentially complete at the GBP98 million Ince Park
project enabling installation work to begin. CoGen is actively working
on its pipeline of other projects and funding relationships, with active
support from Foresight Group and the Bioenergy Infrastructure Group
("BIG") of which Foresight is a sponsor. Held in the Ordinary Shares
fund.
Derby-based Datapath Group is a world leading innovator in the field of
computer graphics and video-wall display technology utilised in a number
of international markets. In November 2015, prior to the merger with
Foresight 2 VCT, Datapath paid dividends of GBP6.3 million, split
equally between Foresight 2 VCT, Foresight 3 VCT and Foresight 4 VCT,
such that each fund has now received back 3x the original investment.
The company is performing well across all product ranges, geographies
and end markets, driven by the recently implemented product range
refresh, and strengthening of the sales function following the
recruitment of a new head of sales. Held in the Ordinary Shares fund.
FFX Group Limited is a Folkestone-based multi-channel distributor of
power tools, hand tools, fixings and other building products. Since
launching its e-commerce channel in 2011, FFX has grown rapidly
supplying a wide range of tools to builders and tradesmen nationally.
The company continues to benefit from the successful relocation to a
larger warehouse in early 2016. Following the post-Brexit fall in
sterling FFX anticipates passing price increases onto customers in line
with the market. FFX's own brand range of fixings was launched in early
2017 and the team is optimistic about its potential. Held in the
Ordinary Shares fund.
Flowrite Refrigeration Holdings provides refrigeration and air
conditioning maintenance and related services nationally, principally to
leisure and commercial businesses such as hotels, clubs, pubs and
restaurants. In July 2015, the company completed another
recapitalisation taking total cash returned on this investment to 85% of
cost. Following the appointment of a new senior team, the company has
reduced costs and is delivering operational improvements. Held in the
Ordinary Shares fund.
Hospital Services Limited ("HSL"), based in Belfast and Dublin,
distributes, installs and maintains high quality healthcare equipment as
well as supplying related consumables. HSL has delivered organic growth
through service revenues and accessory sales as well as capital sales.
In July 2016, the company acquired Eurosurgical, a specialist in
surgical equipment, instruments and devices. Held in the Ordinary Shares
fund.
ICA Group is a document management solutions provider in the South East
of England, reselling and maintaining office printing equipment to
customers in the commercial and public sectors. Trading in the year to
31 January 2016 was in line with expectations and reflected continuing
investment in developing the sales team. A new chairman, well-known to
Foresight Group and with a strong sales and marketing background, joined
the board in November 2016. Held in the Ordinary Shares fund.
Industrial Efficiency II provides energy efficiency fuel switching
services, enabling customers to make significant cost savings and reduce
emissions and the company receives a percentage of these savings.
Following the successful completion of all sites, energy savings are
broadly in-line with expectations at the time of investment, and the
company is now generating revenues in line with forecasts. Held in the
Ordinary Shares fund.
Industrial Engineering Plastics ("IEP") is a long established plastics
distributor and fabricator supplying a wide range of industries
nationally, principally supplying ventilation and pipe fittings, plastic
welding rods, hygienic wall cladding, plastic tanks and sheets.
Following increased competition in its plastics distribution and
industrial fabrication markets, performance deteriorated during 2014 and
a new Chairman and experienced turnaround CEO were appointed.
Performance subsequently improved due to an increased focus on higher
margin fabrication work. IEP continues to operate in a market where
distribution sales remain under pressure due to significant competition,
limited differentiation and low margin products. Reflecting this, the
valuation has been reduced by GBP831,658, while Foresight Group
continues to work with management to explore options for the business.
Following the sale of alwaysOn in January 2017, the company is the final
investment held in the Planned Exit Shares fund. Held in the Planned
Exit Shares fund.
Itad Limited is a long established consulting firm which monitors and
evaluates the impact of international development and aid programmes,
largely in developing countries. Customers include the UK Government's
Department for International Development, other European governments,
philanthropic foundations, charities and international NGOs. The company
continues to make strong progress, is trading ahead of budget, and has
good visibility over future revenues due to the long term nature of some
projects. The company has benefited from exchange rate changes following
the Brexit vote and the team has carefully managed overhead increases.
Held in the Ordinary Shares fund.
Ixaris Systems has developed EntroPay, a web-based global prepaid
payment service using the VISA network. Ixaris also offers its Systems
product to enable enterprises to develop their own customised global
payment applications. The company has seen strong progress in both
business areas, with the Systems division growing rapidly in the year
and the Entropay business continuing to generate high levels of EBITDA.
Held in the Ordinary Shares fund.
Positive Response Communications monitors the safety of people and
property through its 24 hour monitoring centre. Customers include
several major restaurant and retail chains. Following disappointing
performance, a new CEO with a background in the security industry was
appointed in January 2017, alongside a new FD. A review of the cost base
of the business has been undertaken, with actions taken to bring the
company back to positive EBITDA. Held in the Ordinary Shares fund.
Procam Television Holdings, headquartered in London with operations in
Manchester and Scotland, is one of the UK's leading broadcast hire
companies, supplying equipment and crews to broadcasters and production
companies including BskyB, the BBC and ITV. Procam has acquired True
Lens Services (2014), HotCam New York (2015) and the trading assets of
the film division of Take 2 Films (2016). Revenues and profits have
grown strongly following the introduction of new camera formats,
acquisitions in both the UK and USA and increased sales and marketing
efforts. The London headquarters have been successfully moved to a
larger facility to support the ongoing growth of the business. Held in
the Ordinary Shares fund.
Protean Software develops and sells business management and field
service management software, together with related support and
maintenance services across sectors including elevator installation,
facilities management and heating, ventilation and air conditioning
("HVAC"). Protean continues to trade well, and will be launching its
SaaS product during 2017. As the business sells more licences on a
subscription basis, revenues, cash and operating profit will decrease in
the near term but this should materially benefit medium-long term
performance and shareholder value. Held in the Ordinary Shares fund.
In November 2016, the Company completed a GBP4 million growth capital
investment in Simulity Labs, a specialist technology business, powering
the future of connected devices and the Internet of Things (IOT) through
its embedded communications software for SIM, eSIM and next generation
connected products. The company has seen rapid growth, with revenues
increasing eight fold in the past four years. The Company's investment
will support Simulity's expansion into new markets which are
complementary to its existing mobile network operator customers. Held in
the Ordinary Shares fund.
Specac International, based in Kent, is a long established, leading
scientific instrumentation accessories business, manufacturing sample
analysis and preparation equipment used in testing, research and quality
control laboratories. The company's products are primarily focused on
supporting IR Spectroscopy, an important analytical technique widely
used in research and commercial/ industrial laboratories. Trading in the
year to 31 March 2016 exceeded expectations with profit growth ahead of
forecast, reflecting the increased focus on sales and costs, with this
positive momentum continuing in the current year. Held in the Ordinary
Shares fund.
Trading at TFC Europe, a leading distributor of technical fasteners in
the UK and Germany, suffered in the year to 31 March 2016 due to a
general downturn in the UK manufacturing sector, most particularly the
oil and gas industry. In the current financial year, however, the
company is trading ahead of budget and prior year. A new, experienced
Chairman joined in January 2016 and key initiatives have included
strengthening the sales team, development of new product ranges and
supplier price renegotiations. Improvements to a number of the company's
facilities are planned for Q1 2017 including larger, better located
premises and the opening of a new branch in the South East to service
existing customers and target new clients. Held in the Ordinary Shares
fund.
The Bunker Secure Hosting, which operates two ultra-secure data centres,
continues to deliver solid performance and the pipeline remains healthy
for both new and existing clients. The Bunker commenced its core network
upgrade project in the period which involved a major capex programme to
be able to support customers with more resilient control systems within
the data centres. The projects are now largely complete with minimal
issues encountered. Held in the Ordinary Shares fund.
The Business Advisory Limited provides advice and support services to
UK-based small businesses seeking to gain access to Government
incentives, such as R&D tax credits. The company enjoys a high level of
recurring income and good visibility on future revenues. The company has
made good progress in improving its internal processes and the
indicators are positive for the current year. Held in the Ordinary
Shares fund.
Thermotech Solutions is a facilities management provider that designs,
installs and services air conditioning and fire sprinkler systems for
retail, commercial and residential properties. Since investment, good
progress has been made in diversifying and rebalancing the spread of
revenues, with greater emphasis placed on service and maintenance. In
July 2016, Thermotech acquired Oakwood, a well-respected local
competitor which continues to perform well. The combined group benefits
from greater scale, a national footprint and a reduction in customer
concentration. Held in the Ordinary Shares fund.
Russell Healey
Head of Private Equity
Foresight Group
24 April 2017
Strategic Report
Introduction
This Strategic Report, on pages 20 to 26 of the Annual Report and
Accounts, has been prepared in accordance with the requirements of
Section 414 of the Companies Act 2006 and best practice. Its purpose is
to inform the members of the Company and help them to assess how the
Directors have performed their duty to promote the success of the
Company, in accordance with Section 172 of the Companies Act 2006.
Foresight VCT plc Ordinary Shares Fund
Foresight VCT plc originally raised GBP10.9 million through an Ordinary
Share issue in the 1997/98 tax year. At 31 December 2016, this fund had
investments and assets totalling GBP107.2 million, of which a
significant portion was held in cash and was available to make new
investments. The number of Ordinary Shares in issue at 31 December 2016
was 127,985,288.
Foresight VCT plc Planned Exit Shares fund
In the 2009/10 tax year, GBP12 million was raised through a linked offer
for the Planned Exit Shares fund, the proceeds of which were divided
equally between Foresight VCT plc and Foresight 2 VCT plc. These Funds
comprised separate share classes within Foresight VCT plc and Foresight
2 VCT plc with their own investments and income streams, and were
combined following the merger in December 2015.
The number of Planned Exit shares in the Company in issue at 31 December
2016 was 11,404,314.
Foresight VCT plc Infrastructure Shares fund
In the 2011/2012 tax year, GBP33 million was raised through a linked
offer for the Infrastructure Shares fund, the proceeds of which were
divided equally between Foresight VCT plc and Foresight 2 VCT plc. These
Funds comprised separate share classes within Foresight VCT plc and
Foresight 2 VCT plc with their own investments and income streams, and
were combined following the merger in December 2015.
The number of Infrastructure Shares in the Company in issue at 31
December 2016 was 32,495,246.
Summary of the Investment Policy
The Company will target investments in UK unquoted companies which it
believes will achieve the objective of producing attractive returns for
Shareholders.
Investment Objectives
Ordinary Shares fund
The investment objective of the Ordinary Shares fund is to provide
private investors with attractive returns from a portfolio of
investments in fast-growing unquoted companies in the United Kingdom.
Planned Exit Shares fund
The investment objective of the Planned Exit Shares fund is to combine
greater security of capital than is normal within a VCT with the
enhancement of investor returns through the VCT tax benefits - income
tax relief of 30% of the amount invested, and tax-free distribution of
income and capital gains. The key objective of the Planned Exit Shares
fund is to distribute 110p per share through a combination of tax-free
income, buy-backs and tender offers before the sixth anniversary of the
closing date of the original offer.
Infrastructure Shares fund
The investment objective of the Infrastructure Shares fund is to invest
in companies which own and operate essential assets and services which
enjoy long-term contracts with strong counterparties or through
government concessions. To ensure VCT qualification, the Manager will
focus on companies where the provision of services is the primary
activity and which generate long-term contractual revenues, thereby
facilitating the payment of regular and predictable dividends to
investors.
Performance and Key Performance Indicators (KPIs)
The Board expects the Manager to deliver a performance which meets the
objectives of the three classes of shares. The KPIs covering these
objectives are growth in net asset value per share and dividend payments,
which, when combined, give net asset value total return. An additional
key performance indicator reviewed by the Board includes the total
expenses as a proportion of shareholders' funds.
A record of some of these indicators is contained on the following page.
The ongoing charges ratio for the period for the Company as a whole was
2.0% of net assets. Share buy-backs have been completed at discounts
ranging from 10.1% to 11.5% for Ordinary Shares, 7.7% to 9.1% for
Planned Exit Shares and 0.7% for Infrastructure Shares.
A review of the Company's performance during the financial period, the
position of the Company at the period end and the outlook for the coming
year is contained within the Manager's Report. The Board assesses the
performance of the Manager in meeting the Company's objective against
the primary KPIs highlighted above.
Clearly, in the Ordinary Share fund, investments in unquoted companies
at an early stage of their development may disappoint. Investing the
funds raised in companies with high growth characteristics, however,
with the potential to become strong performers within their respective
fields creates an opportunity for enhanced returns to Shareholders.
31 December 2016 31 December 2015
Planned Planned
Ordinary Exit Infrastructure Ordinary Exit Infrastructure
Shares Shares Shares Shares Shares Shares
Net asset value per share 83.6p 25.9p 81.7p 87.5p 36.8p 92.4p
Net asset value total return 216.7p 82.9p 103.7p 215.5p 79.8p 99.9p
Planned Planned
Ordinary Exit Infrastructure Ordinary Exit Infrastructure
Shares Shares Shares Shares Shares Shares
Share price 75.7p 26.0p 75.0p 80.0p 41.0p 90.0p
Share price total return 213.7p 83.0p 97.0p 212.6p 84.0p 97.5p
Planned Planned
Ordinary Exit Infrastructure Ordinary Exit Infrastructure
Shares Shares Shares Shares Shares Shares
Dividends paid* 184.8p 57.0p 22.0p 182.1p 43.0p 7.5p
Dividends paid in the year 7.0p 14.0p 14.5p 6.0p 22.5p 2.5p
Dividend yield % 9.2 53.8^ 19.3 7.5 54.9^ 2.8
* From inception to 31 December 2016
^In realisation mode.
Ordinary Shares fund
Share price discount to NAV at 31 December 2016 9.4%
Average discount on buybacks 10.4%
Shares bought back during the year under review 1,322,684
Increase in net asset value during year (after adding
back 7.0p dividend) 3.5%
Ongoing charges ratio (based on net assets at 31 December
2016) 2.1%
Planned Exit Shares fund
Share price premium to NAV at 31 December 2016 0.4%
Average discount on buybacks 8.5%
Shares bought back during the year under review 122,773
Increase in net asset value during year (after adding
back 14.0p dividend) 8.4%
Ongoing charges ratio (based on net assets at 31 December
2016) 1.9%
Infrastructure Shares fund
Share price discount to NAV at 31 December 2016 8.2%
Average discount on buybacks 0.7%
Shares bought back during the year under review 14,978
Increase in net asset value during year (after adding
back 14.5p dividend) 4.1%
Ongoing charges ratio (based on net assets at 31 December
2016) 1.7%
Strategies for achieving objectives
Investment Policy
The Company will target UK unquoted companies which it believes will
achieve the objective of producing attractive returns for Shareholders.
Investment securities
The Company invests in a range of securities including, but not limited
to, ordinary and preference shares, loan stock, convertible securities,
fixed-interest securities and cash. Unquoted investments are usually
structured as a combination of ordinary shares and loan stocks, while
AiM investments are primarily held in ordinary shares. Pending
investment in unquoted and AiM listed securities, cash is primarily held
in interest bearing accounts as well as in a range of permitted
liquidity investments.
UK companies
Investments are primarily made in companies which are substantially
based in the UK, although many will trade overseas. The companies in
which investments are made must satisfy a number of tests set out in
Part 6 of the Income Tax Act 2007 to be classed as VCT qualifying
holdings.
Asset mix
The Company aims to be significantly invested in growth businesses,
subject always to the quality of investment opportunities and the timing
of realisations. Any uninvested funds are held in cash and a range of
permitted liquidity investments. It is intended that the significant
majority (no less than 70%) of any funds raised by the Company will
ultimately be invested in VCT qualifying investments.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses within
different industry sectors at different stages of development, using a
mixture of securities. The maximum amount invested in any one company
including any guarantees to banks or third parties providing loans or
other investment to such a company, is limited to 15% of the Company's
investments by VCT value at the time of investment.
Investment style
Investments are selected in the expectation that value will be enhanced
by the application of private equity disciplines, including an active
management style for unquoted companies through the placement of an
investor director on investee company boards.
Borrowing powers
The Company has a borrowing limit of an amount not exceeding an amount
equal to the adjusted capital and reserves (being the aggregate of the
amount paid up on the issued share capital of the Company and the amount
standing to the credit of its reserves). Whilst the Company does not
currently borrow, its policy allows it to do so.
Co-investment
The Company invests alongside other funds managed or advised by the
Manager and Foresight Group. Where more than one fund is able to
participate in an investment opportunity, allocations will generally be
made in proportion to the net cash raised for each such fund, other than
where a fund has a pre-existing investment where the incumbent fund will
have priority. Implementation of this policy will be subject to the
availability of monies to make the investment and other portfolio
considerations, such as the portfolio diversity and the need to maintain
VCT status.
VCT regulation
The investment policy is designed to ensure that the Company continues
to qualify and is approved as a VCT by HM Revenue & Customs. Amongst
other conditions, the Company may not invest more than 15% of its total
investments at the time of making any investment in a single company and
must have at least 70% by value of its investments throughout the period
in shares or securities in qualifying holdings, of which 70% by value in
aggregate must be in ordinary shares which carry no preferential rights
(although only 10% of any individual investment needs to be in the
ordinary shares of that Company).
Management
The Board has engaged Foresight Group CI Limited as manager. Foresight
Fund Managers Limited also provides or procures the provision of company
secretarial, administration and custodian services to the Company. The
Manager prefers to take a lead role in the companies in which it
invests. Larger investments may be syndicated with other investing
institutions, or strategic partners with similar investment criteria. In
considering a prospective investment in a company, particular regard
will be paid to:
Ordinary Shares fund
-- Evidence of high-margin products or services capable of addressing
fast-growing markets;
-- The company's ability to sustain a competitive advantage;
-- The strength of the management team;
-- The existence of proprietary technology;
-- The company's prospects of being sold or achieving a flotation within
three to five years.
Planned Exit Shares fund
-- Security of income and capital;
-- Asset backing;
-- The company's ability to provide an attractive yield for the fund;
-- The prospects of achieving an exit within five years;
-- The strength of the management team.
Infrastructure Shares fund
-- Long-term contracts with Governmental or strong counter-parties;
-- Protection from competition;
-- Inflation-linked revenues over 10-50 year contract durations.
Environmental, Human Rights, Employee, Social and Community Issues
The Board recognises the requirement under Section 414 of the Act to
provide information about environmental matters (including the impact of
the Company's business on the environment), employee, human rights,
social and community issues; including information about any policies it
has in relation to these matters and effectiveness of these policies. As
the Company has no employees or policies in these matters this
requirement does not apply.
Gender diversity
The Board currently comprises four male Directors. The Board is, however,
conscious of the need for diversity and will consider both male and
female candidates when appointing new Directors.
The Manager has an equal opportunities policy and currently employs 86
men and 59 women.
Dividend policy
A proportion of realised gains will normally be retained for
reinvestment and to meet future costs. Subject to this, the Company will
endeavour to maintain a flow of dividend payments of the order of 5p per
share across all share classes, although a greater or lesser sum may be
paid in any year. It is the intention to maximise the Company's tax-free
income for investors from a combination of dividends and interest
received on investments and the distribution of capital gains arising
from trade sales or flotations.
Purchase of own shares
It is the Company's policy, subject to adequate cash availability, to
consider repurchasing shares when they become available in order to help
provide liquidity to the market in the Company's shares.
Principal risks, risk management and regulatory environment
The Board carries out regular reviews of the risk environment in which
the Company operates. The principal risks and uncertainties identified
by the Board which might affect the Company's business model and future
performance, and the steps taken with a view to their mitigation, are as
follows:
Economic risk: events such as economic recession or general fluctuation
in stock markets and interest rates may affect the valuation of investee
companies and their ability to access adequate financial resources, as
well as affecting the Company's own share price and discount to net
asset value. Mitigation: The Company invests in a diversified portfolio
of investments spanning various industry sectors and maintains
sufficient cash reserves to be able to provide additional funding to
investee companies where appropriate and to repurchase its own shares.
VCT qualifying status risk: the Company is required at all times to
observe the conditions laid down in the Income Tax Act 2007 for the
maintenance of approved VCT status. The loss of such approval could lead
to the Company losing its exemption from corporation tax on capital
gains, to investors being liable to pay income tax on dividends received
from the Company and, in certain circumstances, to investors being
required to repay the initial income tax relief on their investment.
Mitigation: Legal advice is taken for each deal to ensure all
investments are qualifying. Advance assurance, where appropriate, is
sought from HMRC ahead of completion. The Manager keeps the Company's
VCT qualifying status under continual review, seeking to take
appropriate action to maintain it where required, and its reports are
reviewed by the Board on a quarterly basis. The Board has also retained
Shakespeare Martineau LLP to undertake an independent VCT status
monitoring role.
Investment and liquidity risk: many of the Company's investments are in
small and medium-sized unquoted companies which are VCT qualifying
holdings, and which by their nature entail a higher level of risk and
lower liquidity than investments in larger quoted companies. Mitigation:
the Manager aims to limit the risk attaching to the portfolio as a whole
by careful selection, close monitoring and timely realisation of
investments, by carrying out rigorous due diligence procedures and
maintaining a spread of holdings in terms of industry sector. The Board
reviews the investment portfolio with the Manager on a regular basis.
Legislative and regulatory risk: in order to maintain its approval as a
VCT, the Company is required to comply with current VCT legislation in
the UK, which reflects the European Commission's State aid rules.
Changes to the UK legislation or the State aid rules in the future could
have an adverse effect on the Company's ability to achieve satisfactory
investment returns whilst retaining its VCT approval. Mitigation: The
Board and the Manager monitor political developments and where
appropriate seek to make representations either directly or through
relevant trade bodies.
Internal control risk: the Company's assets could be at risk in the
absence of an appropriate internal control regime. This could lead to
theft, fraud, and/or an inability to provide accurate reporting and
monitoring. Mitigation: the Board carries out regular reviews of the
system of internal controls, both financial and non-financial, operated
by the Company and the Manager. These include controls designed to
ensure that the Company's assets are safeguarded and that proper
accounting records are maintained.
Financial risk: inappropriate accounting policies might lead to
misreporting or breaches of regulations. Mitigation: the Manager is
continually reviewing accounting policies and regulations, and its
reports are reviewed by the Board on a quarterly basis and at least
annually by the auditor.
Market risk: All investments are impacted by market risk. Investments
quoted on the London Stock Exchange or AIM will potentially be subject
to more immediate market fluctuations and volatility upwards and
downwards. External factors such as terrorist activity can negatively
impact stock markets worldwide. In times of adverse sentiment there can
be very little, if any, market demand for shares in smaller companies
quoted on AIM. Mitigation: The Board keeps the portfolio under regular
review.
Credit risk: the Company holds a number of financial instruments and
cash deposits and is dependent on the counterparties discharging their
commitment. Mitigation: the directors and Manager review the
creditworthiness of the counterparties to these instruments and cash
deposits and seek to ensure there is no undue concentration of credit
risk with any one party.
Viability Statement
In accordance with principle 21 of the AIC Code of Corporate Governance
published by the AIC in February 2015, the Directors have assessed the
prospects of the Company over the three year period to 31 December 2019.
This three year period is used by the Board during the strategic
planning process and is considered reasonable for a business of its
nature and size.
In making this statement, the Board carried out an assessment of the
principal risks facing the Company, including those that might threaten
its business model, future performance, solvency, or liquidity.
The Board also considered the ability of the Company to raise finance
and deploy capital. This assessment took account of the availability and
likely effectiveness of the mitigating actions that could be taken to
avoid or reduce the impact of the underlying risks, including the
Manager adapting its investment process to take account of the more
restrictive VCT investment rules.
This review has considered the principal risks which were identified by
the Board. The Board concentrated its efforts on the major factors that
affect the economic, regulatory and political environment.
The Directors have also considered the Company's income and expenditure
projections and underlying assumptions for the next three years and
found these to be realistic and sensible.
Based on the Company's processes for monitoring cash flow, share price
discount, ongoing review of the investment objective and policy, asset
allocation, sector weightings and portfolio risk profile, the Board has
concluded that there is a reasonable expectation that the Company will
be able to continue in operation and meet its liabilities as they fall
due over the three years to 31 December 2019.
Performance-related incentives
Shareholders approved a co-investment scheme and performance incentive
arrangements at a General Meeting held on 8 March 2017, effective from
31 March 2017. Details can be found in note 15 of the Annual Report and
Accounts. There were no such arrangements in place during 2016.
Valuation Policy
Investments held by the Company have been valued in accordance with the
International Private Equity and Venture Capital Valuation ("IPEVCV")
guidelines (December 2015) developed by the British Venture Capital
Association and other organisations. Through these guidelines,
investments are valued as defined at 'fair value'. Ordinarily, unquoted
investments will be valued at cost for a limited period following the
date of acquisition, being the most suitable approximation of fair value
unless there is an impairment or significant accretion in value during
the period. Quoted investments and investments traded on AiM and ISDX
Growth Market (formerly PLUS) are valued at the bid price as at 31
December 2016. The portfolio valuations are prepared by Foresight Group,
reviewed and approved by the Board quarterly and subject to annual
review by the auditors.
VCT Tax Benefit for Shareholders
To obtain VCT tax reliefs on subscriptions up to GBP200,000 per annum, a
VCT investor must be a 'qualifying' individual over the age of 18 with
UK taxable income. The tax reliefs for subscriptions since 6 April 2006
are:
-- Income tax relief of 30% on subscription for new shares, which is
forfeit by Shareholders if the shares are not held for more than five
years;
-- VCT dividends (including capital distributions of realised gains on
investments) are not subject to income tax in the hands of qualifying
holders;
-- Capital gains on disposal of VCT shares are tax-free, whenever the
disposal occurs.
Venture Capital Trust Status
Foresight VCT plc has been granted approval as a Venture Capital Trust
(VCT) under S274-S280A of the Income Tax Act 2007 for the year ended 31
December 2015. The next complete review will be carried out for the year
ended 31 December 2016. It is intended that the business of the Company
be carried on so as to maintain its VCT status.
The Directors and the Manager have managed, and continue to manage, the
business in order to comply with the legislation applicable to VCTs. The
Board has appointed Shakespeare Martineau LLP to monitor and provide
continuing advice in respect of the Company's compliance with applicable
VCT legislation and regulation. As at 31 December 2016 the Company had
75.4% (by VCT valuation) of its funds in such VCT qualifying holdings.
Future Strategy
The Board and the Manager believe that the strategy of focusing on
growth private equity investments is currently in the best interests of
Ordinary Shareholders and the historical information reproduced in this
report is evidence of positive recent performance in this area. It is
intended that the Planned Exit and Infrastructure Shares funds will be
closed and funds returned to Shareholders in the medium term.
The Company's performance relative to its peer group and benchmarks will
depend on the Manager's ability to allocate the Company's assets
effectively, make successful investments and manage its liquidity
appropriately.
John Gregory
Director
24 April 2017
Statement of Directors' Responsibilities
Statement of Directors' Responsibilities in respect of the Annual Report
and Financial Statements
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for
each financial year. Under that law they have elected to prepare the
financial statements in accordance with UK Accounting Standards and
applicable law (UK Generally Accepted Accounting Practice) including FRS
102, the Financial Reporting Standard applicable in the UK and Republic
of Ireland.
Under company law the directors must not approve the financial
statements unless they are satisfied they give a true and fair view of
the state of affairs of 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;
-- state whether applicable UK Accounting Standards have been followed,
subject to any material departures disclosed and explained in the
financial statements; and
-- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the company's transactions and
disclose with reasonable accuracy at any time the financial position of
the Company and enable them to ensure that the financial statements
comply with the Companies Act 2006. They have general responsibility for
taking such steps as are reasonably open to them to safeguard the assets
of the Company and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also responsible
for preparing the Strategic Report, Directors' Report, Directors'
Remuneration Report and Corporate Governance Statement that complies
with that law and those regulations.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website
(which is delegated to Foresight Group and incorporated into their
website). Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation in
other jurisdictions.
Statement of Directors' in respect of the Annual Financial Report
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with the applicable
accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company; and
-- the Directors' Report and Strategic Report include a fair review of the
development and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties that the Company faces.
We consider the annual report and accounts, taken as a whole, are fair,
balanced, and understandable and provide the necessary information for
Shareholders to assess the Company's position and performance, business
model and strategy.
On behalf of the Board
John Gregory
Chairman
24 April 2017
Unaudited Non-Statutory Analysis of the Share Classes
Income Statements
for the year ended 31 December 2016
Ordinary Shares Fund Planned Exit Shares Fund Infrastructure Shares Fund
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Realised
losses on
investments - (2,651) (2,651) - (51) (51) - (560) (560)
Investment
holding
gains - 6,851 6,851 - 408 408 - 1,020 1,020
Income 1,412 - 1,412 68 - 68 1,436 - 1,436
Investment
management
fees (451) (1,351) (1,802) (9) (27) (36) (74) (223) (297)
Other
expenses (436) - (436) (19) - (19) (141) - (141)
Return on
ordinary
activities
before
taxation 525 2,849 3,374 40 330 370 1,221 237 1,458
Taxation (102) 170 68 (8) 5 (3) (110) 45 (65)
Return on
ordinary
activities
after
taxation 423 3,019 3,442 32 335 367 1,111 282 1,393
Return per 0.4p 2.8p 3.2p 0.3p 2.9p 3.2p 3.4p 0.9p 4.3p
share
Balance Sheets
at 31 December 2016
Ordinary Planned Exit Infrastructure
Shares Fund Shares Fund Shares Fund
GBP'000 GBP'000 GBP'000
Fixed assets
Investments held at fair value
through profit or loss 66,151 2,541 23,525
Current assets
Debtors 1,733 283 229
Money market securities and other
deposits 30,901 75 -
Cash 8,454 60 2,847
41,088 418 3,076
Creditors
Amounts falling due within one
year (193) (10) (41)
Net current assets 40,895 408 3,035
Net assets 107,046 2,949 26,560
Capital and reserves
Called-up share capital 1,280 114 324
Share premium account 96,071 2,095 14,375
Capital redemption reserve 431 3 1
Distributable reserve 5,247 1,705 11,591
Capital reserve (3,770) (362) (1,116)
Revaluation reserve 7,787 (606) 1,385
Equity Shareholders' funds 107,046 2,949 26,560
Number of shares in issue 127,985,288 11,404,314 32,495,246
Net asset value per share 83.6p 25.9p 81.7p
At 31 December 2016 there was an inter-share debtor/creditor of
GBP52,000 which has been eliminated on aggregation.
Reconciliations of Movements in Shareholders' Funds
for the year ended 31 December 2016
Called-up Capital
share redemption Distributable
capital Share premium account reserve reserve Capital reserve Revaluation reserve Total
Ordinary Shares Fund GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January 2016 866 60,383 418 13,133 62 936 75,798
Share issues in the
year 427 37,312 - - - - 37,739
Expenses in relation to
share issues* - (1,624) - - - - (1,624)
Repurchase of shares (13) - 13 (939) - - (939)
Realised losses on
disposal of
investments - - - - (2,651) - (2,651)
Investment holding
gains - - - - - 6,851 6,851
Dividends - - - (7,370) - - (7,370)
Management fees charged
to capital - - - - (1,351) - (1,351)
Tax credited to capital - - - - 170 - 170
Revenue return for the
year - - - 423 - - 423
As at 31 December 2016 1,280 96,071 431 5,247 (3,770) 7,787 107,046
*Expenses in relation to share issues include adviser fees (GBP820,000)
and promoters fees (GBP755,000) for the 2016 fund raise and trail
commission in relation to prior year fund raises (GBP49,000).
Called-up Capital
share redemption Distributable
Planned Exit capital Share premium account reserve reserve Capital reserve Revaluation reserve Total
Shares Fund GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January
2016 115 2,118 2 3,316 (289) (1,014) 4,248
Trail
commission in
relation to
prior year
share issues - (23) - - - - (23)
Repurchase of
shares (1) - 1 (39) - - (39)
Realised losses
on disposal of
investments - - - - (51) - (51)
Investment
holding gains - - - - - 408 408
Dividends - - - (1,604) - - (1,604)
Management fees
charged to
capital - - - - (27) - (27)
Tax credited to
capital - - - - 5 - 5
Revenue return
for the year - - - 32 - - 32
As at 31
December 2016 114 2,095 3 1,705 (362) (606) 2,949
Called-up Share Capital
share premium redemption Distributable Capital Revaluation
capital account reserve reserve reserve reserve Total
Infrastructure
Shares Fund GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January
2016 324 14,515 1 15,205 (378) 365 30,032
Trail
commission in
relation to
prior year
share issues - (140) - - - - (140)
Repurchase of
shares - - - (13) - - (13)
Realised losses
on disposal of
investments - - - - (560) - (560)
Investment
holding gains - - - - - 1,020 1,020
Dividends - - - (4,712) - - (4,712)
Management fees
charged to
capital - - - - (223) - (223)
Tax credited to
capital - - - - 45 - 45
Revenue return
for the year - - - 1,111 - - 1,111
As at 31
December 2016 324 14,375 1 11,591 (1,116) 1,385 26,560
Audited Income Statement
for the year ended 31 December 2016
Year ended
31 December 2015
Year ended Revenue Capital
31 December 2016 GBP'000 GBP'000
Revenue Capital Total Total
GBP'000 GBP'000 GBP'000 GBP'000
Realised losses on
investments - (3,262) (3,262) - (8,649) (8,649)
Investment holding gains - 8,279 8,279 - 5,183 5,183
Income 2,916 - 2,916 1,561 - 1,561
Investment management fees (534) (1,601) (2,135) (319) (958) (1,277)
Other expenses (596) - (596) (616) - (616)
Return/(loss) on ordinary
activities before taxation 1,786 3,416 5,202 626 (4,424) (3,798)
Taxation (220) 220 - (52) 52 -
Return/(loss) on ordinary
activities after taxation 1,566 3,636 5,202 574 (4,372) (3,798)
Return/(loss) per share:
Ordinary Share 0.4p 2.8p 3.2p 0.7p (7.4)p (6.7)p
Planned Exit Share 0.3p 2.9p 3.2p (3.1)p (4.4)p (7.5)p
Infrastructure Share 3.4p 0.9p 4.3p 2.2p 0.7p 2.9p
The total column of this statement is the profit and loss account of the
Company and the revenue and capital columns represent supplementary
information.
All revenue and capital items in the above Income Statement are derived
from continuing operations. No operations were acquired or discontinued
in the year.
The Company has no recognised gains or losses other than those shown
above, therefore no separate statement of total recognised gains and
losses has been presented.
Audited Reconciliation of Movements in Shareholders' Funds
Capital
Year ended Called-up redemption Distributable
31 December share capital Share premium account reserve reserve Capital reserve Revaluation reserve Total
2016 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1
January
2016 1,305 77,016 421 31,654 (605) 287 110,078
Share issues
in the
year 427 37,312 - - - - 37,739
Expenses in
relation to
share
issues - (1,787) - - - - (1,787)
Repurchase
of shares (14) - 14 (991) - - (991)
Realised
losses on
disposal of
investments - - - - (3,262) - (3,262)
Investment
holding
gains - - - - - 8,279 8,279
Dividends - - - (13,686) - - (13,686)
Management
fees
charged to
capital - - - - (1,601) - (1,601)
Tax credited
to capital - - - - 220 - 220
Revenue
return for
the year - - - 1,566 - - 1,566
As at 31
December
2016 1,718 112,541 435 18,543 (5,248) 8,566 136,555
Called-up Share Capital
share premium redemption Distributable Capital Revaluation
capital account reserve reserve reserve reserve Total
Year ended
31 December
2015 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1
January
2015 671 21,032 403 37,295 8,950 (4,896) 63,455
Share issues
in the
year 652 56,674 - - - - 57,326
Expenses in
relation to
share
issues - (690) - - - - (690)
Repurchase
of shares (18) - 18 (1,418) - - (1,418)
Net realised
losses on
disposal of
investments - - - - (8,649) - (8,649)
Investment
holding
gains - - - - - 5,183 5,183
Dividends - - - (4,797) - - (4,797)
Management
fees
charged to
capital - - - - (958) - (958)
Tax credited
to capital - - - - 52 - 52
Revenue
return for
the year - - - 574 - - 574
As at 31
December
2015 1,305 77,016 421 31,654 (605) 287 110,078
Audited Balance Sheet
at 31 December 2016
Registered Number: 03421340
As at As at
31 December 31 December
2016 2015
GBP'000 GBP'000
Fixed assets
Investments held at fair value through profit or loss 92,217 92,237
Current assets
Debtors 2,193 1,416
Money market securities and other deposits 30,976 14,888
Cash 11,361 2,881
44,530 19,185
Creditors
Amounts falling due within one year (192) (1,344)
Net current assets 44,338 17,841
Net assets 136,555 110,078
Capital and reserves
Called-up share capital 1,718 1,305
Share premium account 112,541 77,016
Capital redemption reserve 435 421
Distributable reserve 18,543 31,654
Capital reserve (5,248) (605)
Revaluation reserve 8,566 287
Equity Shareholders' funds 136,555 110,078
Net asset value per share:
Ordinary Share 83.6p 87.5p
Planned Exit Share 25.9p 36.8p
Infrastructure Share 81.7p 92.4p
The financial statements on pages 45 to 67 of the Annual Report and
Accounts were approved by the Board of Directors and authorised for
issue on 24 April 2017 and were signed on its behalf by:
John Gregory
Director
Audited Cash Flow Statement
for the year ended 31 December 2016
Year Year
ended ended
31 December 31 December
2016 2015
GBP'000 GBP'000
Cash flow from operating activities
Investment income received 2,768 1,762
Deposit and similar interest received 98 71
Investment management fees paid (2,118) (1,277)
Secretarial fees paid (110) (100)
Other cash payments (848) (340)
Net cash (outflow)/inflow from operating activities (210) 116
Returns on investing activities
Purchase of unquoted investments (4,877) (16,028)
Net proceeds on sale of investments 9,287 4,415
Net proceeds on deferred consideration 64 725
(Return)/receipt of cash held on behalf of investee
companies (548) 213
Net cash inflow/(outflow) from investing activities 3,926 (10,675)
Financing
Proceeds of fund raising 36,028 18,936
Expenses of fund raising (886) (517)
Repurchase of own shares (1,329) (1,068)
Equity dividends paid (12,961) (4,690)
Movement in money market funds (16,088) (7,732)
Cash acquired on merger with Foresight 2 VCT plc - 1,159
Net cash inflow from financing activities 4,764 6,088
Net inflow/(outflow) of cash in the year 8,480 (4,471)
Reconciliation of net cash flow to movement in net
funds
Increase/(decrease) in cash and cash equivalents for
the year 8,480 (4,471)
Net cash and cash equivalents at start of year 2,881 7,352
Net cash and cash equivalents at end of year 11,361 2,881
Analysis of changes in net debt
At 1 January 2016 Cashflow At 31 December 2016
GBP'000 GBP'000 GBP'000
Cash and cash equivalents 2,881 8,480 11,361
Notes
1. The audited Annual Financial Report has been prepared on the basis of
accounting policies set out in the statutory accounts of the Company for
the year ended 31 December 2016. All investments held by the Company are
classified as 'fair value through the profit and loss'. Unquoted
investments have been valued in accordance with IPEVC guidelines. Quoted
investments are stated at bid prices in accordance with the IPEVC
guidelines and Generally Accepted Accounting Practice.
2. These are not statutory accounts in accordance with S436 of the
Companies Act 2006. The full audited accounts for the year ended 31
December 2016, which were unqualified and did not contain statements
under S498(2) of the Companies Act 2006 or S498(3) of the Companies Act
2006, will be lodged with the Registrar of Companies. Statutory accounts
for the year ended 31 December 2016 including an unqualified audit
report and containing no statements under the Companies Act 2006 will be
delivered to the Registrar of Companies in due course.
3. Copies of the Annual Report will be sent to shareholders and will be
available for inspection at the Registered Office of the Company at The
Shard, 32 London Bridge Street, London, SE1 9SG and can be accessed on
the following website: www.foresightgroup.eu.
4.
Net asset value per share
The net asset value per share is based on net assets at the end of the
period and on the number of shares in issue at that date.
31 December 2016 31 December 2015
Ordinary Planned Infrastructure Ordinary Planned Infrastructure
Shares Exit Shares Shares Shares Exit Shares Shares
Fund Fund Fund Fund Fund Fund
Net
assets GBP107,046,000 GBP2,949,000 GBP26,560,000 GBP75,798,000 GBP4,248,000 GBP30,032,000
No. of
shares
at year
end 127,985,288 11,404,314 32,495,246 86,593,790 11,527,087 32,510,224
Net asset 83.6p 25.9p 81.7p 87.5p 36.8p 92.4p
value
per
share
5. Return per share
Year ended 31 December 2016 Year ended 31 December 2015
Planned
Ordinary Planned Infrastructure Ordinary Exit Infrastructure
Share Exit Share Share Share Share Share
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Total return after taxation 3,442 367 1,393 (3,823) (472) 497
Total return per share (note a) 3.2p 3.2p 4.3p (6.7)p (7.5)p 2.9p
Revenue return from ordinary activities after
taxation 423 32 1,111 391 (197) 380
Revenue return per share (note b) 0.4p 0.3p 3.4p 0.7p (3.1)p 2.2p
Capital return from ordinary shares after taxation 3,019 335 282 (4,214) (275) 117
Capital return per share (note c) 2.8p 2.9p 0.9p (7.4)p (4.4)p 0.7p
Weighted average number of shares in issue in the
year 109,561,757 11,488,663 32,502,653 56,855,338 6,256,492 17,169,610
Notes:
a) Total return per share is total return after taxation divided by the
weighted average number of shares in issue during the year.
b) Revenue return per share is revenue return after taxation divided by
the weighted average number of shares in issue during the year.
c) Capital return per share is capital return after taxation divided by
the weighted average number of shares in issue during the year.
6. Annual General Meeting
The Annual General Meeting will be held at 10.00am on 23 May 2017 at the
offices of Foresight Group LLP, The Shard, 32 London Bridge Street,
London, SE1 9SG.
7. Income
Year ended Year ended
31 December 31 December
2016 2015
GBP'000 GBP'000
Loan stock interest 2,133 1,435
Dividends 685 55
Overseas based Open Ended Investment Companies ("OEICs") 98 71
2,916 1,561
8. Investments
2016 2015
Company GBP'000 GBP'000
Quoted investments 54 47
Unquoted investments 92,163 92,190
92,217 92,237
Quoted Unquoted Total
Company GBP'000 GBP'000 GBP'000
Book cost as at 1 January 2016 44 92,105 92,149
Investment holding gains 3 85 88
Valuation at 1 January 2016 47 92,190 92,237
Movements in the year:
Purchases at cost - 4,877 4,877
Disposal proceeds (5) (9,282) (9,287)
Realised gains/(losses)* 1 (3,327) (3,326)
Investment holding gains** 11 7,705 7,716
Valuation at 31 December 2016 54 92,163 92,217
Book cost at 31 December 2016 40 84,373 84,413
Investment holding gains 14 7,790 7,804
Valuation at 31 December 2016 54 92,163 92,217
Quoted Unquoted Total
Ordinary Shares Fund GBP'000 GBP'000 GBP'000
Book cost as at 1 January 2016 44 57,331 57,375
Investment holding gains 3 734 737
Valuation at 1 January 2016 47 58,065 58,112
Movements in the year:
Purchases at cost - 4,877 4,877
Disposal proceeds (5) (668) (673)
Realised gains/(losses)* 1 (2,703) (2,702)
Investment holding gains** 11 6,526 6,537
Valuation at 31 December 2016 54 66,097 66,151
Book cost at 31 December 2016 40 58,837 58,877
Investment holding gains 14 7,260 7,274
Valuation at 31 December 2016 54 66,097 66,151
*Deferred consideration of GBP51,000 was received by the Ordinary Shares
fund in the year and is included within realised losses in the income
statement. This was offset by a decrease in the deferred consideration
debtor of GBP50,000.
** Deferred consideration of GBP364,000 was recognised in the year and
is included in investment holding gains in the income statement.
Quoted Unquoted Total
Planned Exit Shares Fund GBP'000 GBP'000 GBP'000
Book cost as at 1 January 2016 - 4,836 4,836
Investment holding losses - (1,014) (1,014)
Valuation at 1 January 2016 - 3,822 3,822
Movements in the year:
Disposal proceeds - (1,376) (1,376)
Realised losses* - (64) (64)
Investment holding gains** - 159 159
Valuation at 31 December 2016 - 2,541 2,541
Book cost at 31 December 2016 - 3,396 3,396
Investment holding losses - (855) (855)
Valuation at 31 December 2016 - 2,541 2,541
* Deferred consideration of GBP13,000 was received by the Planned Exit
Shares fund in the year and is included within realised losses in the
income statement.
** A deferred consideration debtor of GBP249,000 was recognised in the
year and is included in investment holding gains in the income
statement.
Quoted Unquoted Total
Infrastructure Shares Fund GBP'000 GBP'000 GBP'000
Book cost as at 1 January 2016 - 29,938 29,938
Investment holding gains - 365 365
Valuation at 1 January 2016 - 30,303 30,303
Movements in the year:
Disposal proceeds - (7,238) (7,238)
Realised losses - (560) (560)
Investment holding gains - 1,020 1,020
Valuation at 31 December 2016 - 23,525 23,525
Book cost at 31 December 2016 - 22,140 22,140
Investment holding gains - 1,385 1,385
Valuation at 31 December 2016 - 23,525 23,525
9. Related party transactions
No Director has an interest in any contract to which the Company is a
party.
10. Transactions with the manager
Foresight Group CI Limited, which acts as manager to the Company in
respect of all its investments, earned fees of GBP2,135,000 during the
year (2015: GBP1,227,000). Foresight Fund Managers Limited, Company
Secretary, received fees excluding VAT of GBP110,000 (2015: GBP100,000)
during the year.
At the balance sheet date, there was GBP17,000 (2015: GBPnil) due to
Foresight Group CI Limited and GBPnil (2015: GBPnil) due to Foresight
Fund Managers Limited. No amounts have been written off in the year in
respect of debts due to or from the related parties.
END
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Foresight VCT PLC via Globenewswire
http://www.foresightgroup.eu/
(END) Dow Jones Newswires
April 24, 2017 12:22 ET (16:22 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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