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Share Name Share Symbol Market Type Share ISIN Share Description
Foresight 4 Vct Plc LSE:FTF London Ordinary Share GB00B07YBS95 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 52.50 51.00 54.00 52.50 52.50 52.50 0.00 00:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Equity Investment Instruments 3.7 2.5 1.3 40.4 103

Foresight 4 VCT Plc Foresight 4 Vct Plc - Annual Financial Report

22/07/2020 4:03pm

UK Regulatory (RNS & others)


 
TIDMFTF 
 
   FORESIGHT 4 VCT PLC 
 
   Final Results 
 
   22 July 2020 
 
   Foresight 4 VCT plc, managed by Foresight Group LLP, today announces the 
final results for the year ended 31 March 2020. 
 
   These results were approved by the Board of Directors on 27 April 2020. 
 
   The Annual Report will shortly be available in full at 
www.foresightgroup.eu. All other statutory information can also be found 
there. 
 
   Summary Financial Highlights 
 
 
   -- Total net assets GBP108.7 million. 
 
   -- Net Asset Value per share decreased by 17.7% from 67.8p at 31 March 2019 
      to 55.8p. Including the payment of a 4.0p dividend made on 16 August 
      2019, NAV total return per share at 31 March 2020 was 59.8p, representing 
      a decrease in total return of 11.8%. 
 
   -- The portfolio has seen a decrease in valuation of GBP16.3 million during 
      the year. 
 
   -- Five new investments totalling c.GBP7.6 million and three follow-on 
      investments totalling GBP0.8 million were made during the year. 
 
   -- C.GBP0.4 million was realised from sales and loan redemptions from two 
      portfolio companies. 
 
   -- A dividend of 4.0p per share was paid on 16 August 2019 based on an 
      ex-dividend date of 25 July 2019 and a record date 26 July 2019. 
 
   -- GBP16.0 million was raised during the year through the issue of shares, 
      bringing the total raised under the June 2018 offer to GBP51.1 million. 
 
   Chairman's statement 
 
   I am pleased to present the audited results for Foresight 4 VCT plc for 
the year ended 31 March 2020. 
 
   PERFORMANCE AND PORTFOLIO ACTIVITY 
 
   During the year Net Asset Value per share decreased by 17.7% from 67.8p 
at 31 March 2019 to 55.8p at 31 March 2020. Including the payment of a 
4.0p dividend made on 16 August 2019, NAV total return per share at 31 
March 2020 was 59.8p, representing a decrease in total return of 11.8%. 
This decrease was primarily driven by the impact of Covid-19 on the 
Company's portfolio. Please refer to the 'Material events during the 
year' section below for more detail on this. 
 
   At the end of the year the Company held 32 investments in UK based 
businesses across a wide range of sectors. The performance of the 
portfolio had, prior to the impact of Covid-19, been steady during the 
year. The impact of Covid-19, however, resulted in a decrease of 
GBP16.3m in value. Positive progress made by companies including Mologic 
Ltd has been offset by lower valuations for Ixaris Group Holdings 
Limited, one of the many companies materially impacted by Covid-19, as 
detailed in the Investment Manager's Review and the Top Ten Investment 
sections of this report. 
 
   Five new investments were completed during the year of c.GBP7.6 million. 
Namely: 
 
 
   -- Fourth Wall Creative Limited (a technology-led sports merchandising 
      business); 
 
   -- Ten Health & Fitness Limited (a group of boutique fitness studios 
      offering physiotherapy, massage therapy and fitness classes); 
 
   -- Roxy Leisure Limited (a games focused bar group); 
 
   -- Rovco Ltd (a provider of subsea surveying services); and 
 
   -- Biotherapy Services Limited (a pharmaceutical biotech company 
      specialising in wound treatment regenerative medicine). 
 
 
   Foresight Group LLP, the Company's investment manager continues to see a 
pipeline of potential investments sourced through its regional networks 
and well-developed relationships with advisors and the SME community, 
however, is also focused on supporting the existing portfolio through 
the Covid-19 pandemic. Following both the successful fundraises launched 
in May 2017 and June 2018, the Company is in a position to fully support 
the portfolio, where appropriate, and exploit potential attractive 
investment opportunities. 
 
   DIVIDS 
 
   An interim dividend of 4.0p per Share was declared on 18 July 2019 based 
on an ex-dividend date of 25 July 2019 and a record date of 26 July 
2019. The dividend was paid on 16 August 2019. 
 
   In light of the change in portfolio towards earlier stage, higher risk 
companies, as required by the new VCT rules, the Board felt it prudent 
to adjust the dividend policy towards a targeted annual dividend yield 
of 5% of NAV per annum. The Board and the Manager hope that this may be 
enhanced by additional 'special' dividends as and when particularly 
successful portfolio exits are made. The impact of Covid-19 will be 
taken into consideration when the Board considers dividends in the near 
term. 
 
   TOP-UP SHARE ISSUES AND SHARE BUY-BACKS 
 
   Share buybacks took place on 12 July 2019 (650,000 shares at 61.0p), 24 
July 2019 (500,000 shares at 61.0p), 30 September 2019 (736,153 shares 
at 57.75p), 27 January 2020 (500,000 shares at 60.4p) and 30 January 
2020 (400,000 shares at 60.4p) all of which have enabled the enlarged 
VCT to achieve its target discount to NAV, which moved to 7.5% following 
the issue of the half-yearly report. 
 
   The dividend reinvestment scheme saw 1,192,686 shares being allotted on 
16 August 2019. 
 
   FUNDRAISING 
 
   The offer for subscription dated 14 June 2018, which sought to raise up 
to GBP50 million (with an over-allotment facility to raise up to a 
further GBP30 million), closed on 12 April 2019 having raised GBP51.1 
million. 
 
   Funds raised under this offer have allowed the Company to take advantage 
of attractive investment opportunities and to increase portfolio 
diversification in line with the ongoing strategy of the Company. 
 
   SHAREHOLDER COMMUNICATION 
 
   As a result of the travel restrictions imposed due to Covid-19, the 
Manager's popular investor forums have been temporarily put on hold. 
Once it is possible to do so, details of both a London event and 
regional events will be sent to shareholders resident in the locality as 
and when they are organised. It is the intention of the Manager to hold 
an investor webinar whilst the investor forums are put on hold, details 
of which will be communicated to investors alongside the mailing of this 
report and included within the report and accounts section of the 
Managers website 
https://www.globenewswire.com/Tracker?data=DA3qUHWog82uK_gPTAfEzLKsRfYBL2UGLC27dUho2Cx_lgRh2822kAYgWPOpGJS6Bw-f67c_H8y8CdKe2ecCjaj8kkm7wBvq5W47Jsjq_BY= 
www.foresightgroup.eu. 
 
   As communicated in the Half-Yearly Report, the Board offered 
shareholders the opportunity to elect the method by which they receive 
shareholder communications. I am pleased to announce that 99% of 
communications to investors will now be provided electronically. The 
Board believe that in addition to further promoting sustainability, a 
key objective of the fund, this shift will result in some overall cost 
savings. 
 
   MATERIAL EVENTS DURING THE YEAR 
 
   The Covid-19 virus has presented the Company and the management of its 
portfolio companies with an unprecedented threat which it is anticipated 
will persist for a considerable time to come. On behalf of the Board I 
would pay tribute to the work which has been undertaken by the Manager, 
both in administering the Company and more particularly in working 
closely with the management of the Company's portfolio companies, in 
order to try to minimise the ongoing impact of this threat. Until this 
virus is brought under worldwide control, it is impossible to assess its 
full impact. However, it is already clear that in the immediate future 
every business in the UK will be materially affected, as can be seen 
through the material fall in valuations during the year. Nevertheless, 
considerable work has and is continuing to be undertaken by the Manager 
alongside the management teams at each and every one of the companies 
within the portfolio to contain the impact so far as possible. 
 
   Prior to the issue of this report, on 15 April 2020 the Board and the 
Manager announced that the unaudited NAV per share as at 15 April 2020 
was 56.1p, reflecting the valuation reductions generally across the 
investments in the portfolio as a result of the impact of the Covid-19 
pandemic up to this date. 
 
   AUDITOR 
 
   The Board launched a tender for its audit contract following the signing 
of the 2019 Annual Report and Accounts. The previous auditor, KPMG LLP, 
was invited to tender alongside several other firms. As announced in the 
Half- Yearly Report, following this tender process, Deloitte LLP was 
appointed as company auditor for the year ended 31 March 2020. The Board 
is pleased with the appointment but would like to record its thanks to 
KPMG LLP for its services and advice over the past eight years. 
 
   OUTLOOK 
 
   The persisting uncertainty over the full impact of Covid-19 and the 
ongoing negotiations in relation to Brexit create truly exceptional 
challenges for every business. The Company invests primarily in 
developing companies which by their nature benefit from general economic 
growth and the current environment places considerable demands upon them 
and their management teams. The Manager's Private Equity team is well 
aware of the management and business needs of each of the companies 
within the investment portfolio and is working closely with them to 
ensure that they are able to make progress during these testing times. 
Nevertheless, the Board and the Manager are optimistic that the existing 
portfolio has the potential to grow once the spread of the virus has 
been successfully contained. 
 
   ANNUAL GENERAL MEETING 
 
   The Company's Annual General Meeting will take place on 10 September 
2020 at 1.15pm. In light of the continuing Covid-19 situation, the 
meeting will be held by way of a closed virtual meeting and shareholders 
will not be permitted to attend. Shareholders are encouraged to vote by 
way of proxy and send any questions to the Manager's Investor Relations 
team as further set out in the notice. Please refer to the formal notice 
on page 72 of the Annual Report and Accounts for further details in 
relation to the format of this year's meeting and the request to observe 
social distancing and travel restrictions in place. 
 
   Raymond Abbott 
 
   Chairman 
 
   22 July 2020 
 
   Manager's Review 
 
   The Company has appointed Foresight Group LLP ("the Manager") to provide 
investment management and administration services. 
 
   The investment management and administration arrangements were 
previously with Foresight Group CI Limited (the Manager's parent 
undertaking), with Foresight Group CI Limited appointing the Manager as 
its investment adviser and delegating administration services to the 
Manager. The investment management and administration arrangements were 
novated and amended to be directly with the Manager on 27 January 2020. 
References to the Manager's activities in this report include those 
activities of Foresight Group CI Limited prior to the change in 
arrangements. 
 
   Portfolio Summary 
 
   As at 31 March 2020 the Company's portfolio comprised 34 investments 
(including the Special Purpose Vehicles "SPVs") with a total cost of 
GBP52.5 million and a valuation of GBP66.2 million. The portfolio is 
diversified by sector, transaction type and maturity profile. Details of 
the ten largest investments by valuation, including an update on their 
performance, are provided on pages 10 to 14 of the Annual Report and 
Accounts. 
 
   NEW INVESTMENTS 
 
   The Company maintained investment momentum throughout the financial year, 
investing a total of c.GBP7.6 million in five new businesses: Fourth 
Wall Creative, a technology-led sports merchandising business; Ten 
Health, a group of boutique fitness studios offering a range of services 
including physiotherapy, massage therapy and fitness classes; Biotherapy 
Services, a pharmaceutical biotech company specialising in wound 
treatment medicine; Rovco, a technology company focused on subsea 
surveying and Roxy Leisure, a group of games orientated bars. 
 
   FOURTH WALL CREATIVE LIMITED 
 
   In April 2019 the Company invested GBP2.0 million in Fourth Wall 
Creative, a technology-led sports merchandising business. Its core 
business is the design and distribution of membership welcome packs on 
behalf of football clubs. The investment will fund growth through the 
development of new services, expanding the customer base and exploring 
other sports opportunities. 
 
   TEN HEALTH & FITNESS LIMITED 
 
   In June 2019 the Company invested GBP1.6 million in Ten Health, a group 
of boutique fitness studios offering a range of services including 
physiotherapy, massage therapy and fitness classes. Ten Health was 
developed to bridge the gap in the market between traditional healthcare 
and mainstream fitness. The investment will be used to further develop 
Ten Health's non-fitness services and to support a roll-out of new 
studios. 
 
   BIOTHERAPY SERVICES LIMITED 
 
   In November 2019, the Company invested GBP1.5 million in Biotherapy 
Services, a pharmaceutical biotech company specialising in wound 
treatment regenerative medicine, with a focus on treating chronic 
diabetic foot ulcers and complex wounds. The investment will support the 
completion of clinical trials and facilitate product development and 
launch. 
 
   ROVCO LTD 
 
   In December 2019, the Company invested c.GBP1.0 million in Rovco, a 
company which provides subsea surveying services. Established in 2015, 
the business seeks to disrupt the industry with new technology that 
significantly increases automation. The investment will support the 
growth of the business's commercial and operational capabilities and its 
international expansion. 
 
   ROXY LEISURE LIMITED 
 
   In December 2019, the Company invested GBP1.5 million in Roxy Leisure, a 
games focused bar group operating eight sites across the Midlands and 
Northern England. Founded in 2013, the sites provide a range of 
entertainment facilities including pool tables, ping-pong, bowling, 
shuffleboard, mini-golf, arcade gaming and karaoke. The investment will 
be used to support the business's expansion. 
 
   FOLLOW ON INVESTMENTS 
 
   Follow-on investments totalling c.GBP0.8 million were also made in three 
existing portfolio companies throughout the year. Further details are 
provided below. 
 
   FERTILITY FOCUS LIMITED 
 
   During the year the Company made a c.GBP0.2 million follow-on investment 
in Fertility Focus, a fertility monitoring device business. This was to 
support new product launches planned for 2020. 
 
   LUMINET NETWORKS LIMITED 
 
   In December 2019 the Company made a c.GBP0.4 million follow-on 
investment in Luminet, providers of fixed wireless internet access to 
businesses across London. The investment was required to help the 
business fulfil its pipeline of new contracts. 
 
   BIOFORTUNA LIMITED 
 
   Also in December 2019, the Company made a GBP0.3 million follow-on 
investment in Biofortuna, a molecular diagnostics business which 
manufactures DNA tests. The investment was required to provide 
additional working capital and support an asset purchase. Biofortuna, 
has also been presented with a number of opportunities to help 
manufacture Covid-19 Polymerase Chain Reaction (PCR) test kits and will 
explore further commercial possibilities in the space. 
 
   PIPELINE 
 
   At 31 March 2020, the Company had cash balances of GBP41.9 million 
available to fund new and follow-on investments, buybacks and running 
expenses. 
 
   Depending on the length and severity of the Covid-19 outbreak and 
associated restrictions, we expect to see a higher proportion of the 
Company's deployment focused on follow-on investments in the short to 
medium term. We anticipate that the onset of a downturn may result in 
lower new investment activity in the coming months and a disciplined 
approach to investment valuations will be maintained. 
 
   As the economy recovers from the worst effects of the virus, we expect 
valuations to be attractive and demand for funding to increase, driving 
some particularly interesting opportunities for investment. 
 
   EXITS AND REALISATIONS 
 
   During the period, proceeds of c.GBP0.4 million were generated from the 
successful exit of one investment. 
 
   In December 2019, the Company completed a successful sale of its holding 
in Flowrite Refrigeration Holdings Limited, a company focused on the 
design, installation and servicing of air conditioning equipment 
throughout the UK, to Airedale Catering Equipment Group Limited. With 
our support, Flowrite has become a market leader in the refrigeration 
and air conditioning service market. The company has an enviable 
customer base, including some of the UK's largest restaurant chains, pub 
groups and retailers. Overall, the investment generated a 1.4x return on 
cash and a double-digit IRR, when taking into account previous proceeds. 
 
   DISPOSALS IN THE YEARED 31 MARCH 2020 
 
 
 
 
                                           Original                           Valuation 
Company                        Detail        Cost/    Proceeds  Gain/(loss)       at 
                                            Take-On                           31 March 
                                             Value      GBP         GBP*        2019 
                                              GBP                                GBP 
      Autologic Diagnostics 
       Group Limited           Dissolved   2,162,787         -  (2,162,787)^          - 
      Evance Wind Turbines 
       Limited                 Dissolved   1,490,420         -  (1,490,420)^          - 
      Vector Command Limited   Dissolved   1,468,750         -  (1,468,750)^          - 
                               Loan 
      The Naked Deli Ltd        Repayment     81,000    81,000             -     81,000 
      Flowrite Refigeration    Full 
       Limited                  disposal     513,368   353,101     (160,267)    352,981 
                          Total disposals  5,716,325   434,101   (5,282,224)    433,981 
 
 
   *In addition to the above, the Company received deferred consideration 
of GBP31,287 (Trilogy Communications Limited). 
 
   ^This loss refers to the transfer on disposal between unrealised and 
realised reserves and has no impact on NAV in the current year. 
 
   KEY PORTFOLIO DEVELOPMENTS 
 
   Overall, the value of investments held reduced from GBP74.6m to GBP66.2m 
during the year, driven by a decrease in value of existing investments 
by GBP16.3 million and balanced by new investments and disposal proceeds 
aggregating to GBP7.9 million. 
 
   Updates on the companies that have seen a material change in valuation 
are included below, or in the Top Ten Investments section on page 10 of 
the Annual Report and Accounts. Valuations, many of which are calculated 
using listed comparable companies, have been impacted in the short-term, 
reflecting the broader effects of the coronavirus outbreak on market 
sentiment. Material changes in valuation are defined as increasing or 
decreasing by over GBP0.5 million since 31 March 2019. 
 
 
 
 
                                                              Valuation Change 
Company                        Valuation Methodology                (GBP) 
-----------------------------  -----------------------------  ---------------- 
Innovation Consulting 
 Group Limited*                Discounted earnings multiple            623,254 
-----------------------------  -----------------------------  ---------------- 
The Naked Deli Ltd             Nil Value                             (669,000) 
-----------------------------  -----------------------------  ---------------- 
Specac International Limited   Discounted earnings multiple          (680,564) 
-----------------------------  -----------------------------  ---------------- 
Procam Television Holdings 
 Limited                       Nil Value                           (1,300,255) 
-----------------------------  -----------------------------  ---------------- 
Biofortuna Limited             Discounted revenue multiple         (1,192,139) 
-----------------------------  -----------------------------  ---------------- 
Datapath Group Limited         Discounted earnings multiple        (2,004,371) 
-----------------------------  -----------------------------  ---------------- 
TFC Europe Limited             Discounted earnings multiple        (3,261,814) 
-----------------------------  -----------------------------  ---------------- 
Ixaris Group Holdings 
 Limited                       Discounted revenue multiple         (6,594,177) 
-----------------------------  -----------------------------  ---------------- 
 
 
   *Formerly known as The Business Advisory Limited. 
 
   BIOFORTUNA 
 
   Biofortuna is a molecular diagnostics business that manufactures 
freeze-dried DNA tests. The drop in valuation can predominately be 
attributed to a slowdown in trading, with two key clients delaying 
projects. Following the Covid-19 outbreak, Biofortuna is exploring 
opportunities to produce testing kits. This should greatly improve the 
business's cash position. 
 
   PROCAM TELEVISION HOLDINGS LIMITED 
 
   Procam Television is a leading broadcast hire company, supplying 
equipment and crew for location TV production. The reduction in 
valuation reflects a challenging year of trading to 31 March 2019, with 
both sales and gross margins lower than budget. 
 
   THE NAKED DELI 
 
   The Naked Deli Limited is a healthy eating food chain predominantly 
targeting lunchtime trade. Prior to COVID-19, the business implemented a 
turnaround plan with a new CEO and a revised menu format to try to 
improve performance. This strategy began to show some positive results 
and the business was able to pay GBP120k of accumulated interest and 
loan note principal to F4. Since March however, The Naked Deli closed 
all its stores in line with government guidance. The outlook for the 
sector is subdued for the longer term with uncertainties regarding 
footfall in town centres, particularly for lunchtime trade with 
employees still working from home. Due to the difficult outlook as well 
as the remaining uncertainty around the business model, the investment 
valuation has been written down to zero pending improved visibility on 
re-opening performance and recovery of the sector. 
 
   OUTLOOK 
 
   Despite a brief improvement in sentiment immediately following the 
election, a significant new threat has emerged in the form of Covid-19. 
We have been working closely with the Company's portfolio to identify 
risk areas and are encouraging businesses to take the necessary 
precautions. Covid-19 will lead to significantly weaker consumer and 
business spending and in many cases, companies missing forecasts. Given 
the above, we are asking our portfolio businesses to stress-test their 
cash positions to ensure that where possible they can withstand a 
significant downturn in trading. We are ensuring that the finance 
directors at our portfolio companies are tightly managing central 
overheads, reducing capital expenditure and preparing both short and 
long-term cost reduction plans. 
 
   A proportion of our portfolio companies are particularly at risk due to 
the sectors they operate in, such as Ixaris in the travel sector or The 
Naked Deli in the consumer and leisure space. We are paying particular 
attention to these, leveraging the experience and skillset of the wider 
investment team to assist the management teams in preserving and 
maximising cash. We are working closely with certain management teams to 
take decisive steps to significantly reduce cash burn in the short and 
medium term. 
 
   There are also a number of companies, namely in the healthcare and life 
sciences sectors, which are trading strongly during this period due to 
the increased demand for the services they offer. Examples of this 
include Mologic, which recently received a grant of c.GBP1m to fund 
Covid related diagnostic development Molecular diagnostics business and 
Biofortuna, has also been presented with a number of opportunities to 
help manufacture Covid-19 Polymerase Chain Reaction (PCR) test kits and 
will explore further commercial possibilities in the space. Another of 
our portfolio companies, Hospital Services Limited, has seen increased 
demand for mobile x-ray machines, as chest x-rays are part of the 
treatment pathway for Covid-19. 
 
   The Company's portfolio is diversified by sector and market, and the SME 
sector has historically proven to be resilient and nimble enough to 
weather periods of volatility. 
 
   Notwithstanding these events, we continue to see encouraging levels of 
activity from smaller UK companies seeking growth capital and expect 
this to increase as companies begin to recover from the impact of 
Covid-19 with requirements for permanent funding to working capital. 
VCTs continue to be viewed by many entrepreneurs as an attractive source 
of capital that provides scale-up funding to businesses at an early 
stage of their growth, when other sources of funding may not be readily 
available or alongside other sources of funding, including the recently 
announced government measures for supporting businesses during Covid-19. 
Despite the current challenges for Covid-19 in the medium and long term 
the UK remains an excellent place to start, scale and sell a business, 
with broad pools of talent and an entrepreneurial culture. 
 
   Russell Healey 
 
   Partner and Head of Private Equity 
 
   Foresight Group LLP 
 
   22 July 2020 
 
   Audited Income Statement 
 
   for the year ended 31 March 2020 
 
 
 
 
                                        Year ended           Year ended 
                                       31 March 2020         31 March 2019 
                                Revenue  Capital    Total    Revenue  Capital   Total 
                                GBP'000  GBP'000   GBP'000   GBP'000  GBP'000  GBP'000 
 
Investment holding (losses)/ 
 gains                                -  (11,081)  (11,081)        -    5,292    5,292 
Realised losses on investments            (5,251)   (5,251)        -    (514)    (514) 
Income                            3,673         -     3,673      744        -      744 
Investment management fees        (545)   (1,633)   (2,178)    (498)  (1,494)  (1,992) 
Other expenses                    (594)         -     (594)    (568)        -    (568) 
 
Profit/ (loss) on ordinary 
 activities before taxation       2,534  (17,965)  (15,431)    (322)    3,284    2,962 
Taxation                              -         -         -        -        -        - 
Profit/ (loss) on ordinary 
 activities after taxation        2,534  (17,965)  (15,431)    (322)    3,284    2,962 
 
Profit/ (loss) per share:          1.3p    (9.2)p    (7.9)p   (0.2)p     2.2p     2.0p 
 
 
   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 comprehensive income has 
been presented. 
 
   The Company has only one class of business and one reportable segment, 
the results of which are set out in the Income Statement and Balance 
Sheet. 
 
   There are no potentially dilutive capital instruments in issue and, 
therefore, no diluted earnings per share figures are relevant. The basic 
and diluted earnings per share are, therefore, identical. 
 
   The notes on pages 56 to 71 of the Annual Report and Accounts form part 
of these financial statements. 
 
   Audited Reconciliation of Movements in Shareholders' Funds 
 
 
 
 
                           Called-up   Share      Capital       Special 
                             share     premium   redemption   distributable   Capital   Revaluation 
    Year ended 31 March     capital    account    reserve       reserve*      reserve*    reserve     Total 
           2020             GBP'000    GBP'000    GBP'000        GBP'000      GBP'000     GBP'000     GBP'000 
As at 1 April 2019             1,736    63,676          475          70,094   (43,106)       24,750   117,625 
Share issues in the 
 year                            240    16,481            -               -          -            -    16,721 
Expenses in relation 
 to share issues                   -     (714)            -               -          -            -     (714) 
Repurchase of shares            (28)         -           28         (1,674)          -            -   (1,674) 
Realised losses on 
 disposal of investments           -         -            -               -    (5,251)            -   (5,251) 
Investment holding 
 losses                            -         -            -               -          -     (11,081)  (11,081) 
Dividends paid                     -         -            -         (7,827)          -            -   (7,827) 
Management fees charged 
 to capital                        -         -            -               -    (1,633)            -   (1,633) 
Revenue loss for 
 the year                          -         -            -           2,534          -            -     2,534 
As at 31 March 2020            1,948    79,443          503          63,127   (49,990)       13,669   108,700 
 
 
   The notes on pages 56 to 71 of the Annual Report and Accounts form part 
of these financial statements. 
 
   *Reserve is available for distribution, total distributable reserves at 
31 March 2020 are GBP13,137,000 (2019: GBP26,988,000). 
 
 
 
 
                           Called-up   Share      Capital       Special 
                             share     premium   redemption   distributable  Capital   Revaluation 
    Year ended 31 March     capital    account    reserve        reserve      reserve    reserve     Total 
           2019             GBP'000    GBP'000    GBP'000        GBP'000      GBP'000    GBP'000     GBP'000 
As at 1 April 2018             1,121    51,186          372          46,898  (41,098)       19,458    77,937 
Share issues in the 
 year                            718    50,748            -               -         -            -    51,466 
Expenses in relation 
 to share issues                   -   (2,125)            -               -         -            -   (2,125) 
Repurchase of shares           (103)         -          103         (6,541)         -            -   (6,541) 
Expenses in relation 
 to tender offer                   -     (133)            -               -         -            -     (133) 
Cancellation of Share 
 Premium                           -  (36,000)            -          36,000         -            -         - 
Realised losses on 
 disposal of investments           -         -            -               -     (514)            -     (514) 
Investment holding 
 gains                             -         -            -               -         -        5,292     5,292 
Dividends paid                     -         -            -         (5,941)         -            -   (5,941) 
Management fees charged 
 to capital                        -         -            -               -   (1,494)            -   (1,494) 
Revenue loss for 
 the year                          -         -            -           (322)         -            -     (322) 
As at 31 March 2019            1,736    63,676          475          70,094  (43,106)       24,750   117,625 
 
   Audited Balance Sheet 
 
   at 31 March 2020                                                                                        Registered number: 03506579 
 
 
 
 
 
 
 
 
 
                                  As at 31 March 
                                       2020       As at 31 March 
                                      GBP'000      2019 GBP'000 
Fixed assets 
Investments held at fair value 
 through profit or loss                   66,206          74,615 
Current assets 
Debtors                                      726          10,331 
Cash and cash equivalents                 41,872          33,185 
                                          42,598          43,516 
Creditors 
Amounts falling due within one 
 year                                      (104)           (506) 
Net current assets                        42,494          43,010 
Net assets                               108,700         117,625 
Capital and reserves 
Called-up share capital                    1,948           1,736 
Share premium account                     79,443          63,676 
Capital redemption reserve                   503             475 
Special distributable reserve             63,127          70,094 
Capital reserve                         (49,990)        (43,106) 
Revaluation reserve                       13,669          24,750 
Equity shareholders' funds               108,700         117,625 
Net asset value per share: 
                                  55.8p           67.8p 
 
 
   The financial statements were approved by the Board of Directors and 
authorised for issue on 22 July 2020 and were signed on its behalf by: 
 
   Raymond Abbott 
 
   Chairman 
 
   22 July 2020 
 
   The notes on pages 56 to 71 of the Annual Report and Accounts form part 
of these financial statements. 
 
   Audited Cash Flow Statement 
 
   for the year ended 31 March 2020 
 
 
 
 
                                               Year ended     Year ended 
                                              31 March 2020  31 March 2019 
                                                 GBP'000        GBP'000 
Cash flow from operating activities 
Loan interest received on investments                   559            549 
Dividends received from investments                   2,835             35 
Deposit and similar interest received                   238            149 
Investment management fees paid                     (2,579)        (2,104) 
Secretarial fees paid                                 (169)          (166) 
Other cash payments                                   (418)          (450) 
 
Net cash inflow/ (outflow) from operating 
 activities                                             466        (1,987) 
 
Cash flow from investing activities 
Purchase of investments                             (8,361)        (8,281) 
Net proceeds on sale of investments                     434          2,082 
Net proceeds on deferred consideration                   31            513 
Net cash outflow from investing activities          (7,896)        (5,686) 
 
Cash flow from financing activities 
Proceeds of fund raising                             25,586         43,562 
Expenses of fund raising                              (336)          (972) 
Repurchase of own shares                            (2,067)        (6,480) 
Equity dividends paid                               (7,066)        (5,907) 
Net cash inflow from financing activities            16,117         30,203 
--------------------------------------------  -------------  ------------- 
Net inflow of cash for the year                       8,687         22,530 
Reconciliation of net cash flow to movement 
 in net funds 
Increase in cash and cash equivalents 
 for the year                                         8,687         22,530 
Net cash and cash equivalents at start 
 of year                                             33,185         10,655 
Net cash and cash equivalents at end of 
 year                                                41,872         33,185 
 
 
 
 
 
 
 
                                    At 1 April                 At 31 March 
                                       2019       Cash flow       2020 
Analysis of changes in net debt      GBP'000       GBP'000       GBP'000 
Cash and cash equivalents                8,687       33,185         41,872 
 
 
   The notes on pages 56 to 71 of the Annual Report and Accounts form part 
of these financial statements. 
 
   Notes 
 
   1. These are not statutory accounts in accordance with S436 of the 
Companies Act 2006. The full audited accounts for the year ended 31 
March 2020, 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 March 2020 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. 
 
   2. 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 March 2020.  All investments held by the Company are 
classified as 'fair value through the profit and loss'. Unquoted 
investments have been valued in accordance with IPEV guidelines. Quoted 
investments are stated at bid prices in accordance with the IPEV 
guidelines and Generally Accepted Accounting Practice. 
 
   3. Copies of the Annual Report will be sent to shareholders and can be 
accessed on the following website: www.foresightgroup.eu. 
 
   4. Net asset value per share 
 
   Net asset value per share is based on net assets at the year end of 
GBP108,700,000 (2019: GBP117,625,000) and on 194,826,224 (2019: 
173,570,806) shares, being the number of shares in issue at that date. 
 
   5. Return per share 
 
 
 
 
                                        Year ended      Year ended 
                                       31 March 2020   31 March 2019 
                                          GBP'000         GBP'000 
Total (loss)/profit after taxation          (15,431)           2,962 
Total (loss)/profit per share 
 (note a)                                     (7.9)p            2.0p 
Revenue profit/(loss) from ordinary 
 activities after taxation                     2,534           (322) 
Revenue profit/(loss) per share 
 (note b)                                       1.3p          (0.2)p 
Capital (loss)/profit from ordinary 
 activities after taxation                  (17,965)           3,284 
Capital (loss)/profit per share 
 (note c)                                     (9.2)p            2.2p 
Weighted average number of shares 
 in issue in the year                    195,581,908     147,007,155 
 
 
   Notes: 
 
 
   1. Total (loss)/profit per share is total (loss)/profit after taxation 
      divided by the weighted average number of shares in issue during the 
      year. 
 
   2. Revenue profit/(loss) per share is revenue profit/(loss) after taxation 
      divided by the weighted average number of shares in issue during the 
      year. 
 
   3. Capital (loss)/profit per share is capital (loss)/profit after taxation 
      divided by the weighted average number of shares in issue during the 
      year. 
 
   6. Annual General Meeting 
 
   The Company's Annual General Meeting will take place on 10 September 
2020 at 1.15pm. In light of the continuing Covid-19 situation, the 
meeting will be held by way of a closed virtual meeting and shareholders 
will not be permitted to attend. Shareholders are encouraged to vote by 
way of proxy and send any questions to the Manager's Investor Relations 
team as further set out in the notice. Please refer to the formal notice 
on page 72 of the Annual Report and Accounts for further details in 
relation to the format of this year's meeting and the request to observe 
social distancing and travel restrictions in place. 
 
   7. Income 
 
 
 
 
                                        Year ended  Year ended 
                                         31 March    31 March 
                                           2020        2019 
                                          GBP'000     GBP'000 
Loan stock interest                            597         560 
Dividends receivable                         2,835          35 
Deposit and similar interest received          241         149 
                                             3,673         744 
 
   8.       Investments held at fair value through profit or loss 
 
 
 
 
                          2020      2019 
                         GBP'000   GBP'000 
Unquoted investments      66,206    74,615 
                          66,206    74,615 
 
 
 
 
 
 
 
                                 GBP'000 
Book cost as at 1 April 2019       49,892 
Investment holding gains           24,723 
Valuation at 1 April 2019          74,615 
Movements in the year: 
Purchases at cost                   8,361 
Disposal proceeds                   (434) 
Realised losses*                  (5,282) 
Investment holding losses**      (11,054) 
Valuation at 31 March 2020         66,206 
Book cost at 31 March 2020         52,537 
Investment holding gains           13,669 
Valuation at 31 March 2020         66,206 
 
   *Realised losses in the income statement include deferred consideration 
received of GBP31,000 (Trilogy Communications Limited). 
 
   **Investment holding losses in the income statement have been reduced by 
the offset in the deferred consideration debtor of GBP27,000 (Trilogy 
Communications Limited) 
 
   9.    Related party transactions 
 
   No Director has an interest in any contract to which the Company is a 
party, other than their appointment as directors. 
 
   10.  Transactions with the manager 
 
   Foresight Group CI Limited, which acted as investment manager to the 
Company until 27 January 2020 when Foresight Group LLP was appointed as 
Manager, earned fees of GBP2,175,000 (2019: GBP1,992,000) , Foresight 
Group LLP, who was appointed as Manager on 27 January 2020 earned fees 
of GBP3,000 up to 31 March 2020 (2019: nil). No performance fee was paid 
or accrued for the period (2019: nil). 
 
   Foresight Group LLP is the Company Secretary (appointed in November 
2017) and received, directly and indirectly, for accounting and company 
secretarial services fees of GBP169,000 (2019: GBP166,000) during the 
year. 
 
   At the balance sheet date there was GBPnil (2019: GBPnil) due to 
Foresight Group CI Limited and GBP452,000 (2019: GBPnil) due from 
Foresight Group LLP as a management fee rebate. No amounts have been 
written off in the year in respect of debts due to or from related 
parties. 
 
   END 
 
 
 
 

(END) Dow Jones Newswires

July 22, 2020 11:03 ET (15:03 GMT)

Copyright (c) 2020 Dow Jones & Company, Inc.

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