PROVEN VCT PLC
FINAL RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2008
FINANCIAL HIGHLIGHTS
Ordinary Shares 2008 2007
pence pence
Net asset value (per Ordinary Share) 88.5 108.3
Cumulative gross distributions paid 74.2 53.2
(from launch to 29 Feb 2008)
Total return 162.7 161.5
(net asset value plus cumulative distributions paid and
declared)
Dividends paid/payable in respect of the year ended 29
February 2008:
Interim dividend (per Ordinary Share) 6.00 31.0
(paid on 6 December 2007)
Second interim dividend (per Ordinary Share) 2.50 15.0
(paid on 14 March 2008)
Final proposed dividend (per Ordinary Share) 1.25 -
(payable on 22 July 2008)
9.75 46.0
'C' Shares 2008 2007
pence pence
Net asset value (per 'C' Share) 89.6 n/a
Cumulative gross distributions paid 1.0 n/a
(from launch to 29 Feb 2008)
Total return 90.6 n/a
(net asset value plus cumulative distributions paid and
declared)
Interim dividend (per 'C' Share) 1.00 n/a
(paid on 6 December 2007)
Final proposed dividend (per 'C' Share) 1.75 n/a
(payable on 22 July 2008)
2.75
CHAIRMAN'S STATEMENT
The year to 29 February 2008 has seen a sharp change in investor
confidence led by the "credit crunch" and general fears for the
economic outlook. While, in most cases, the underlying businesses of
the Company's investments have not been greatly affected by the
above, there has been some impact on investment valuations,
particularly of AIM-quoted investments.
Net Asset Value
Ordinary Shares
At the year end, the Company's net asset value per Ordinary Share
("Ordinary NAV") stood at 88.5p, an increase of 1.2p per share or
1.1% over the year after adjusting for the dividends of 21p per
Ordinary Share which were paid during the year.
Total return (Ordinary NAV plus cumulative dividends paid) to
Ordinary Shareholders who invested at the outset of the Company now
stands at 162.7p per share, compared to an original investment, net
of income tax relief, of 80p per share.
At 30 November 2007, the Company announced an Ordinary NAV of 113.5p
per share and a total return of 181.7p. The uplift at 30 November
2007 was primarily due to an increase in the valuation of Espresso
Group. This was based on projections prepared by Espresso using a
forecasting model which subsequently was found to be flawed.
Although the prospects for Espresso remain bright, the valuation of
the investment has been reduced back to a similar level as it was at
the half-year date. The reduction in the Espresso valuation has been
the primary reason for the reduction in the Company's Ordinary NAV
since 30 November 2007.
'C' Shares
At the year end, the Company's net asset value per 'C' Share ("'C'
Share NAV") stood at 89.6p, a decrease of 3.9p per share or 4.1% on
the initial 'C' Share NAV at launch after adjusting for the dividends
of 1.0p per 'C' Share which were paid during the year. Total return
('C' Share NAV plus cumulative dividends paid) to 'C' Shareholders
who invested at the 'C' Share fundraising now stands at 90.6p per
share. The 'C' Share pool has suffered from a full provision that
has been needed against one investment, The Vending Corporation
Limited. The Vending Corporation's business has experienced an
extremely sharp downturn and now faces an uncertain future.
Board change
There was one Board change during the year when David Eberly stepped
down as representative of Beringea, the Investment Manager, on 31
December 2007 and was replaced by Malcolm Moss. I wish to thank
David for his contribution since joining the Board in January 2007
and look forward to continuing to work with him in his role with
Beringea.
Malcolm Moss is a Senior Managing Director and Founder of Beringea
LLC and also sits on the board of Beringea Limited, the Company's
investment manager. Malcolm brings to the Board extensive investment
experience in the media, intellectual property rights and content
sectors.
Ordinary Share top-up issue
In February 2008, the Company launched a small Ordinary Share
fundraising. The Offer closed on 7 April 2008 having raised £1.1
million (net of costs). All shares were allotted after 29 February
2008.
Venture capital investments
It has been a busy year for the Company in terms of investment
activity. The Ordinary Share pool made six new investments and the
'C' Share pool eight new investments.
The Ordinary Share pool also made four major disposals, three of
which produced significant gains over their previous carrying
valuation. Total realised gains for the year were £1.8 million of
which £1.2 million arose from the disposal of Oasis Healthcare.
Overall. the Ordinary Share portfolio produced an unrealised loss of
£626,000 for the year. The loss is explained by a fall in share
prices of two AIM-quoted investments, full provisions made against
two unquoted investments where there is doubt as to whether value can
be recovered and adjustments (both up and down) of carrying values of
other unquoted investments generally based on trading performance.
The 'C' Share pool produced an unrealised loss of £905,000, mainly
explained by a full provision required against the investment in The
Vending Corporation Limited.
Results and dividend
The loss on activities after taxation for the year was £313,000
(2007: gain £7,394,000), comprising a revenue return of £682,000 and
a capital loss of £995,000.
On 6 December 2007, an interim dividend of 6.0p per Ordinary Share
(2007: 31.0p per share) and 1.0p per 'C' Share (2007: nil) was paid
to Shareholders. A second interim dividend of 2.5p per Ordinary Share
was paid on 14 March 2008.
The Board is proposing final dividends as follows:
Ordinary Shares 1.25p per share
'C' Shares 1.75p per share
Subject to Shareholder approval, these dividends will be paid on 22
July 2008 to Shareholders on the register at 4 July 2008.
Repurchase of shares
In order to ensure liquidity in the market in the Company's shares,
the Company operates a policy of buying in its own shares as they
become available in the market.
During the year, the Company repurchased 171,768 Ordinary Shares, at
an average price of 85.4p per share, and 2,677 'C' Shares, at an
average price of 81.5p per share, for cancellation. Generally, share
buybacks are undertaken at a 10% discount to the latest NAV published
by the Company. The Board intends to continue with this policy and
will put a resolution to Shareholders at the AGM.
Articles of Association
At the forthcoming AGM, the Board will seek Shareholder approval to
update the Company's Articles of Association. Resolution 10, which is
a special resolution, proposes the adoption of new Articles of
Association which incorporate a number of changes which are required
as a result of the implementation of the Companies Act 2006. An
explanation of the proposed changes is provided within the Report of
the Directors.
The Board recommends Shareholders vote for Resolution 10 as, in the
Board's opinion, the proposed changes are in the best interests of
Shareholders.
Annual General Meeting
The Annual General Meeting ("AGM") of the Company will be held at 39
Earlham Street, London WC2H 9LT at 11:00 am on 17 July 2008.
Four items of special business will be proposed at the AGM in respect
of share buybacks as mentioned above, two resolutions in connection
with authority for the Directors to allot shares and to change the
Articles of Association also as mentioned above.
Outlook
I am pleased to report that, since the year end, Company has realised
another of the investments held by the Ordinary Share pool. The
investment in ILG Digital was sold at a significant profit against
cost and an uplift against the valuation at 29 February 2008
equivalent to 6.9p per Ordinary Share.
Following the significant number of realisations in the last year and
the recent fundraising, the Ordinary Share pool now has funds
available for investment, as well as the significant level of funds
which the 'C' Share pool still has to invest. The rate of new
investments over the last year has been good, however, with more
uncertain economic conditions, it becomes increasingly important to
ensure that new investments remain of the highest quality.
REVIEW OF INVESTMENTS
ORDINARY SHARE POOL
Ordinary Share portfolio of investments
The following investments were held at 29 February 2008:
Valuation
movement % of
Cost Valuation in year portfolio
£'000 £'000 £'000 by value
Top ten venture capital
investments (by value)
Espresso Group Limited 2,048 6,015 683 29.5%
ILG Digital Limited 1,345 2,760 (591) 13.5%
SPC International Limited 1,145 1,011 (98) 4.9%
Campden Media Limited 975 972 (81) 4.8%
Optima Data Intelligence 900 900 - 4.4%
Services Limited
Ashford Colour Press Limited 875 828 115 4.1%
Donatantonio Limited 575 575 - 2.8%
Eagle Rock Entertainment Limited 420 565 145 2.8%
Saffron Media Group Limited 480 480 - 2.4%
(formerly Harmony Media Group
Limited)
Pilat Media Global plc* 173 320 (328) 1.6%
8,936 14,426 (155) 70.8%
Other venture capital
investments
UBC Media plc* 1,101 311 (228) 1.5%
Coolabi plc* 283 301 18 1.5%
ID Data plc* 263 3 - 0.0%
GB Industries Limited 1,134 - - 0.0%
Baby Innovations S.A. t/a 604 - (114) 0.0%
Steribottle
Sports Holdings Limited 147 - (146) 0.0%
3,532 615 (470) 3.0%
Total venture capital 12,468 15,041 (625) 73.8%
investments
Liquidity funds 4,400 21.6%
Cash at bank and in hand 945 4.6%
Total Ordinary Share investments 20,386 100.0%
All venture capital investments are unquoted unless otherwise stated.
* Quoted on AIM
All venture capital investments are registered in England and Wales
with the exception of Baby Innovations S.A., which is registered in
Madeira.
REVIEW OF INVESTMENTS
C SHARE POOL
'C' Share portfolio of investments
The following investments were held at 29 February 2008:
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