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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Foresight Vct Plc | LSE:FTV | London | Ordinary Share | GB00B68K3716 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 3.00 | 3.95% | 79.00 | 77.50 | 80.50 | 79.00 | 79.00 | 79.00 | 1 | 08:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Investors, Nec | 16.88M | 12.7M | 0.0512 | 15.43 | 195.88M |
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FORESIGHT VCT PLC
Final Results
31 December 2018
Foresight VCT plc, managed by Foresight Group CI Limited, today
announces the final results for the year ended 31 December 2018.
These results were approved by the Board of Directors on 10 April 2019.
The Annual Report will shortly be available in full at
www.foresightgroup.eu. All other statutory information can also be found
there.
Highlights
-- Total net assets GBP136.7 million.
-- Net Asset Value per Ordinary Share increased by 3.9% from 80.0p at 31
December 2017 to 83.1p before dividends. After payment of a 5.0p
dividend made on 4 May 2018, NAV per share at 31 December 2018 was
78.1p.
-- The investment portfolio has seen an uplift in valuation of GBP6.8
million during the year.
-- Seven new investments totalling GBP13.2 million and five follow-on
investments totalling GBP4.5 million made during the year.
-- The Company successfully exited ICA Group, Thermotech Solutions and
CoGen realising a total of GBP3.4 million.
-- The Board has declared an interim dividend relating to the year ended
31 December 2018 of 5.0p per share, to be paid on 3 May 2019.
Chairman's Statement
I am pleased to present the Company's Audited Annual Report and Accounts
for the year ended 31 December 2018. In last year's Annual Report, I
provided shareholders with detailed information on the wind-down of both
the Planned Exit and Infrastructure Share classes, which were removed in
January 2018. As a consequence, the issued share capital now consists
solely of Ordinary Shares.
STRATEGY
The Directors, together with the Manager, have been pursuing a long-term
strategy for the Company which includes the following four key
objectives:
-- Increasing and then maintaining the Company's net asset value (NAV)
significantly above GBP150 million;
-- Paying an annual dividend to shareholders of at least 5.0p per share
and endeavouring to maintain, or increase, NAV per share year on year,
after payment of dividends;
-- Completing a significant number of new and follow on qualifying
investments every year; and
-- Offering a programme of regular share buy backs at a discount of
approximately 10% to the prevailing NAV.
The Directors and the Manager believe that these key objectives remain
appropriate and the Company's performance in relation to each of them
over the past year is reviewed more fully below.
NET ASSET VALUE
During the year ended 31 December 2018 the NAV per share rose by 3.1p,
an increase of 3.9%. However, following the payment of a 5.0p per share
dividend on 4 May 2018, which came to a total of GBP8.7 million,
including shares allotted under the dividend reinvestment scheme, the
NAV of the Company decreased from GBP140.4m at 31 December 2017 to
GBP136.7 million as at 31 December 2018. The Directors believe that it
would be beneficial to increase the Company's net assets over the coming
years but with some GBP33.2 million of funds available for investment at
the time of writing, it is not the Board's present intention to seek new
money by way of an offer for subscription.
DIVIDS
The interim dividend of 5.0p per share was paid on 4 May 2018 based on
an ex-dividend date of 19 April 2018, with a record date of 20 April
2018. This is in line with the Board's objective on dividend payments.
The Company has achieved or exceeded its target of paying an annual
dividend of at least 5.0p per share for each of the past eight years.
If you had invested five years ago, your NAV total return per share
would have increased by 14.0%. It is the combined achievement of
dividend payments and the maintenance or increase in NAV per share which
is now at the centre of the Company's current and future portfolio
management.
The Board has declared an interim dividend relating to the year ended 31
December 2018 of 5.0p per share, to be paid on 3 May 2019 based on an
ex-dividend date of 11 April 2019, with a record date of 12 April 2019.
INVESTMENT PERFORMANCE AND PORTFOLIO ACTIVITY
A detailed analysis of the investment portfolio performance over the
period is given in the Manager's Review.
Before the payment of dividends, the Company's NAV increased last year
by GBP5.0 million. The Board believes that this reflects the benefit of
the enlarged and diversified portfolio of qualifying investments which
the Manager has built up over the past few years. The Company started
the current year with nearly 72% of its available resources invested in
a range of unquoted growth capital investments; the Board and Manager
believe that, in aggregate, these investments will continue to mature
and should help improve the future rate of growth in NAV.
During the year under review the Manager completed seven new investments
amounting to GBP13.2 million and two new investments totalling GBP3.7
million have been made since the end of the year. Details of each of
these new portfolio companies can be found in the Manager's Review.
The Manager expects that the current pipeline of opportunities should
support completion of a significantly increased number of new
investments during the current year.
The complexity surrounding qualification for VCT investment inevitably
limits the opportunity for the Company to make new investments and the
Manager's ongoing ability to source new deals is pivotal to the
Company's future performance. As a consequence, investments made under
the new VCT rules will change the risk profile of the portfolio because
the rules now incline us towards investments in earlier stage
businesses.
The Board is aware that Foresight 4 VCT plc ('Foresight 4') has over the
past two years raised a considerable amount of new money, much of which
needs to be invested in the near future. The Company and Foresight 4
have the same Manager and share similar investment policies. The Board
closely monitors the extent and nature of the pipeline of investment
opportunities and is reassured by the Manager's confidence in being able
to increase the level of new investments without compromising quality
during 2019 and beyond, so as to be in a position to satisfy the needs
of both the Company and Foresight 4.
BUYBACKS
During the year the Company repurchased 2.6 million shares for
cancellation at an average discount of 10.1%. The Board and the Manager
consider that the ability to offer to buy back shares at a target
discount of approximately 10% is fair to both continuing and selling
shareholders and is an appropriate way to help underpin the discount to
NAV at which the shares trade.
MANAGEMENT CHARGES, CO-INVESTMENT AND INCENTIVE ARRANGEMENTS
The annual management fee is an amount equal to 2.0% of net assets,
excluding cash balances above GBP20 million, which are charged at a
reduced rate of 1.0%. This has resulted in ongoing charges for the year
ended 31 December 2018 being 2.1% of net assets, which is at the lower
end of the range when compared to competitor VCTs.
Since March 2017, co-investments made by the Manager and individual
members of Foresight Group's private equity team have totalled GBP0.5
million alongside the Company's investments of GBP32.4 million.
Currently the 'Total NAV Return Hurdle', as detailed in note 14 to the
accounts, has not been achieved and no performance incentive payment is
due.
BOARD COMPOSITION
As announced in last year's Annual Report, Peter Dicks, a founder member
of the Board and a past chairman retired at the Annual General Meeting
held in May 2018.
The Board continues regularly to review its own performance and
undertakes succession planning to maintain an appropriate level of
independence, experience, diversity and skills in order to be in a
position to discharge all its responsibilities.
OUTLOOK
Economic uncertainty is, in general, not good for UK businesses and
Brexit has and will continue to cause economic uncertainty for some
time. Notwithstanding this, the Manager and the Directors are confident
in the ability of the current portfolio companies to produce good
returns.
The Board and the Manager believe that the value of investments
currently held within the portfolio should grow further during the
current year and that the pipeline of new investment opportunities will
provide worthwhile new investments in the months ahead. In these
circumstances the Board believes that the Company is well positioned to
work towards meeting its key objectives and in particular to provide
shareholders with regular dividends alongside maintained growth in NAV
per share.
SHAREHOLDER COMMUNICATION
As part of its commitment to high quality investor relations, Foresight
Group continues to host its popular investor forums. In addition to an
annual event in London, several regional investor forums have been or
will be held around the country. Details of regional events will be sent
to shareholders resident in the locality as and when they are organised.
ANNUAL GENERAL MEETING
The Company's Annual General Meeting will take place on 23 May 2019 at
1.00pm. 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 accounts.
John Gregory
Chairman
Telephone: 01296 682751
Email: j.greg@btconnect.com
10 April 2019
Manager's Review
The Company has appointed Foresight Group CI Limited as its manager
("The Manager") to provide investment management and administration
services. Foresight Group CI Limited has appointed Foresight Group LLP
to be its investment adviser. The Manager has also delegated secretarial,
accounting and other administration services to Foresight Group LLP.
References to "the Manager" throughout this report refer to the
activities of Foresight Group CI Limited and include the activities of
Foresight Group LLP when acting as the Manager's investment adviser and
administrative delegate.
Portfolio Summary
As at 31 December 2018 the Company's portfolio comprised 33 actively
managed investments with a total cost of GBP80.5 million and a valuation
of GBP99.1 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 12 to 16 of the accounts.
NEW INVESTMENTS
The Company invested a total of GBP13.2 million in seven new portfolio
companies during 2018: Luminet Networks, a provider of fixed wireless
internet access, Mologic, a health diagnostics company, The Naked Deli,
a Newcastle-based group of 'clean eating' restaurants, Codeplay, a
software developer and consultancy specialising in Artificial
Intelligence, Accrosoft, a software provider with a focus on HR and
education, Fertility Focus, an ovulation monitoring company and most
recently Spektrix, a performing arts software business. Post-year end,
the Company completed a GBP1.3 million investment into sports management
software company, ClubSpark and a GBP2.4 million investment into
Steamforged Games, a developer and retailer of tabletop games.
LUMINET
In April, the Company committed GBP2.4 million to a Foresight Group-led
GBP3.0 million development capital investment into Luminet Networks, an
award-winning provider of connectivity and managed IT services to
businesses. Founded in 2005, Luminet was one of the first companies to
offer commercial wireless broadband solutions to businesses and has
grown its client base to more than 550.
MOLOGIC
Also in April, the Company committed GBP2.4 million to a Foresight
Group-led GBP4.0 million growth capital investment round in
Bedford-based Mologic. The business is a Point of Care diagnostics
company that provides contract research and manufacturing services, as
well as developing proprietary diagnostics.
THE NAKED DELI
In May, the Company completed a GBP1.7 million growth capital investment
in The Naked Deli, a Newcastle based group of 'clean eating' restaurants
offering eat-in casual dining and grab-and-go options. Established in
2014, The Naked Deli serves a tasty range of healthy gluten and
dairy-free, vegan and paleo dishes. The group uses unprocessed whole and
natural state foods, with a clear pathway from origin to plate. Since
investment, management have continued to extend the pipeline of new
potential sites and in December 2018, opened a fifth site in Newcastle
city centre.
CODEPLAY
In July, the Company invested GBP0.7 million in Codeplay, a software
developer specialising in Artificial Intelligence. Building on its
proven expertise in the fields of games and mobile phones, Codeplay has
developed a new technology which supports the deployment of Artificial
Intelligence applications into mass produced devices, with an initial
focus on the automotive sector and, specifically, Advanced Driver
Assistance Systems ("ADAS") and autonomous vehicles.
ACCROSOFT
In August, the Company completed a new investment totalling GBP1.7
million in Accrosoft. Based in Loughborough, Accrosoft offers two
Software as a Service ("SaaS") products, Vacancy Filler, an Applicant
Tracking System which improves the recruitment process for organisations
and Weduc, an engagement tool to enable parent-teacher communication.
The business will use the investment to drive continued growth across
both products through new hires and initiatives.
FERTILITY FOCUS
In December, the Company invested GBP0.9 million in Fertility Focus, a
leading fertility monitoring technology company that has developed
OvuSense, a registered medical device that enables women to predict
ovulation. Fertility Focus was established in 2005 to commercialise the
intellectual property developed by a team from Bristol University that
identified the ability to determine and predict ovulation. The growth
capital investment will be primarily used to invest in sales and
marketing and will also fund a clinical trial to further prove the
benefits of OvuSense as a tool to diagnose ovulatory issues.
SPEKTRIX
Also in December, the Company invested GBP3.4 million in Spektrix, the
UK's leading provider of cloud-based ticketing, marketing and
fundraising software for the arts sector. Founded in 2007, Spektrix was
an early pioneer in bringing cloud technology to the arts. The
investment will be used to accelerate product development and support
Spektrix's international expansion, particularly in North America where
it is already working with nearly 100 arts organisations.
CLUBSPARK
Post-year end the Company made a GBP1.3 million investment into
Sportlabs Technology Limited, trading as ClubSpark, a specialist
software company providing sports management software to sports clubs,
venues, coaches and participants. ClubSpark was founded in 2012 by two
ex-Lawn Tennis Association employees who spotted an opportunity to
develop a platform to manage operations for the LTA member clubs. The
investment will be used to establish an international presence, enhance
the platform and expand into new sports markets.
STEAMFORGED GAMES
In March 2019 the Company invested GBP2.4 million in Steamforged Games,
a developer and retailer of tabletop games with a portfolio of miniature
role playing, board and card games. Founded in 2014, Steamforged Games
has successfully carved out a niche in the market developing tabletop
games based on popular video game titles, as well as their own original
content. The investment will be used to fund growth through product
development and international expansion.
FOLLOW ON INVESTMENTS
Follow-on investments totalling GBP4.5 million were also made in five
existing portfolio companies throughout the year. Further details of
each of these are provided below.
OLLIE QUINN
Portfolio company Ollie Quinn, a branded retailer of prescription
glasses and sunglasses which the Company first committed to in March
2017, received four follow-on funding rounds from the Company throughout
2018, totalling GBP2.7 million. This supported Ollie Quinn's working
capital needs and site optimisation strategy, which focuses on
increasing the footprint in Canada. Management restructured towards the
end of 2018 putting the business in a stronger position to improve
overall site performance and develop its product range across the
stores.
IDIO
During the year the Company made a GBP0.1 million follow-on investment
in data analysis software platform, Idio, as part of a larger funding
round. This additional investment enabled Idio to invest in new
technologies and provided support for further growth.
BIOFORTUNA
In August, molecular diagnostics business, Biofortuna, drew down the
second tranche of the 2017 round of investment, with the Company
providing GBP0.2 million of capital. This investment round was focused
on supporting the growth of a differentiated contract services business,
under new management, and maximising value from the potential product
collaboration with a global diagnostics company.
200 DEGREES
Also in August, the Company provided 200 Degrees, an artisan coffee
chain headquartered in Nottingham, with c. GBP0.5 million of capital.
This was the second tranche of committed capital from the original
investment, approved in November 2017. This additional investment will
support the targeted retail store expansion in the UK and associated
growth in the company's B2B wholesale and B2C subscription offerings.
Since investment, the business has opened two new stores with a pipeline
of new sites to come.
ONLINE POUNDSHOP
In September, the Company made a follow-on investment of GBP0.9 million
into Online Poundshop. This funding followed a management restructuring
in May and enabled Online Poundshop to continue to fund growth, increase
its product lines and stock and make several key hires with a stronger
team in place.
PIPELINE
Foresight Group continues to see a strong pipeline of potential
investments and has started the year with a number of opportunities
under exclusivity or in due diligence. Our investment team currently
consists of 24 experienced private equity professionals operating from
five offices in the UK, due to be expanded to six in 2019. During 2018
we reviewed nearly 1,500 business plans of potential investee companies,
with an increasing number of prospects originated directly by our
investment team, which will continue to be at the core of our investment
sourcing strategy. The Company focuses on SME's in all sectors across
the UK, seeking funding of GBP1-5 million. At the time of writing, the
Company has cash balances of GBP33.2 million, which will be used to fund
new and follow-on investments, buybacks and running expenses.
EXITS AND REALISATIONS
During the year, total proceeds of GBP3.4 million were generated from
the disposal of three investments.
ICA GROUP
In February, ICA, which provides document management solutions to
businesses in London and the South East, was acquired by Automated
Systems Ltd, a large independent print solution business. ICA became
part of the Company's portfolio through the merger with Foresight 2 VCT
plc in December 2015, at a holding value of GBP0.9 million following an
original investment of GBP1 million made in 2009. Overall, including
returns pre-merger, the ICA investment generated a 2.4x return.
THERMOTECH
In May, the Company completed the successful sale of facilities
management provider Thermotech to Servest Group, a global facilities
management group headquartered in South Africa, generating a return of
2.3x original investment of GBP1.5 million. Thermotech, in which the
Company invested in August 2013, provides customised air conditioning
and fire sprinkler systems for retail, commercial and residential
properties, with clients including M&S, John Lewis and Selfridges & Co.
Under the Company's ownership Thermotech was able to expand its
high-quality customer base and develop further recurring maintenance
revenue streams, as well as complete a strategic acquisition.
COGEN
In December, the Company disposed of CoGen, a developer of Waste to
Energy plants in the UK. CoGen, largely financed to date by loans from
other shareholders, carries significant costs and overheads as plants
are developed and built and had been operating at a loss. Further
funding would have been required from other shareholders to continue to
develop the pipeline of new opportunities. In these circumstances, to
avoid further dilution, the investment was realised. The Company
received GBP0.2 million for its holding against a cost of GBP1.6
million.
Foresight Group continues to engage with a range of potential acquirers
of several portfolio companies, with demand for the high growth
businesses demonstrated by both private equity and trade buyers.
DISPOSALS IN THE YEARED 31 DECEMBER 2018
Original Cost/ Realised Valuation at 31
Take-On Value Proceeds (Loss)/Gain December 2017
Company Detail (GBP) (GBP) (GBP) (GBP)
------------------ ------------------ ------------------
Full
CoGen Limited disposal 1,603,491 199,832 (1,403,659) 550,734
Full
ICA Group Limited disposal 885,232 1,200,088* 314,856 1,290,701
Thermotech Solutions Full
Limited disposal 300,000 1,980,206^ 1,680,206 1,915,331
Total disposals 2,788,723 3,380,126 591,403 3,756,766
*In addition GBP158,411 of shareholder loan interest was received on
completion and GBP1,029,671 had been received by Foresight 2 VCT plc
pre-merger.
^GBP1,452,828 had also been received by way of interest and loan
payments in prior years.
Deferred consideration of GBP257,846 was also received by the Company
from the sale of Simulity Labs and GBP51,547 from the sale of O-Gen Acme
Trek.
Final administration proceeds totalling GBP20,320 were received in
relation to the liquidation of Evance Wind Turbines, Closed Loop
Recycling and Global Immersion.
KEY PORTFOLIO DEVELOPMENTS
Overall, the value of investments held rose to GBP99.1 million, driven
by a deployment of GBP17.7 million and an increase in value of the
portfolio by GBP6.8 million including realisations. Material changes in
valuation, defined as increasing or decreasing by GBP1 million or more
since 31 December 2017, are detailed below.
Valuation Change
Company Valuation Methodology (GBP)
----------------------------- ---------------------------- ----------------
Discounted earnings
Itad Limited multiple 1,362,619
Fresh Relevance Limited Discounted revenue multiple 1,281,686
Dhalia Limited Net assets 1,251,150
Discounted earnings
TFC Europe Limited multiple 1,246,184
Discounted earnings
Specac International Limited multiple 1,212,768
Discounted earnings
FFX Group Limited multiple 1,037,397
Powerlinks Media Limited Discounted revenue multiple (1,168,336)
----------------
OUTLOOK
Whilst UK inflation fell to a two-year low, the jobs market remained
robust as the UK reached record levels of employment. The demand for
labour continued to bolster wage growth, as real wages climbed at their
strongest pace since 2016. However, the backdrop of Brexit means that
consumer and business confidence is weakening in the UK amid ongoing
uncertainty over the UK's future trading position with Europe, and
indeed the rest of the world.
At the time of writing, parliament had yet to reach a consensus on how
the UK's departure from the EU is to be realised. Although the majority
of MPs oppose a 'hard Brexit' this remains a near-term possibility, as
does the Government's proposed deal. However, the lack of progress
towards an agreed Brexit route is increasing the likelihood of a general
election and a further delay to Brexit, thereby prolonging and
exacerbating the current uncertainty. We will therefore continue to
support portfolio management teams in planning for a variety of Brexit
scenarios. Whilst the direct impact of a 'hard' or 'soft' Brexit would
vary across the portfolio, some potentially heavily impacted, some
potentially benefitting, a wider recession would inevitably cause
broader issues and there is likely to be a period of volatility ahead.
Nonetheless, we remain positive about the prospects for the existing
portfolio and continues to see encouraging levels of activity from
smaller UK companies seeking growth capital, as well as from potential
acquirers of portfolio companies. We remain focused on targeting
companies in markets with sound fundamentals, with attractive growth
attributes and strong management teams. We will continue to monitor and
adapt to market and regulatory changes to ensure the Company's portfolio
is well-placed to deliver returns to its investors.
Russell Healey
Head of Private Equity
Foresight Group
10 April 2019
Audited Income Statement
for the year ended 31 December 2018
Year ended Year ended
31 December 2018 31 December 2017^
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Realised gains on
investments -- 921 921 -- 12,550 12,550
Investment holding gains -- 5,916 5,916 -- 4,107 4,107
Income 1,398 -- 1,398 1,570 -- 1,570
Investment management
fees (595) (1,784) (2,379) (729) (3,051)* (3,780)
Other expenses (472) -- (472) (1,199) -- (1,199)
Return/ (loss) on ordinary
activities 331 5,053 5,384 (358) 13,606 13,248
Taxation (34) 34 -- -- -- --
Return/ (loss) on ordinary
activities after taxation 297 5,087 5,385 (358) 13,606 13,248
Return/ (loss) per share:
Ordinary Share 0.2p 2.9p 3.1p (0.3)p 6.0p 5.7p
Planned Exit Share -- -- -- (0.4)p 0.3p (0.1)p
Infrastructure Share -- -- -- 0.8p 10.9p 11.7p
^Comparative includes Planned Exit Shares Fund and Infrastructure Shares
Fund.
*Includes GBP863,000 performance incentive fee relating to the
Infrastructure Shares Fund.
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.
Audited Reconciliation of Movements in Shareholders' Funds
Share
Called-up premium Distributable Capital Revaluation
Year ended 31 December share capital account Capital redemption reserve reserve reserve Total
2018 GBP'000 GBP'000 reserve GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------- -------------------- ---------- -------------
As at 1 January 2018 2,194 97,687 455 23,169 4,251 12,673 140,429
Share issues in the
year* 22 1,523 -- -- -- -- 1,545
Removal of shares (439) -- 439 -- -- -- --
Expenses in relation
to share issues** -- (95) -- -- -- -- (95)
Repurchase of shares (26) -- 26 (1,817) -- -- (1,817)
Realised gains on disposal
of investments -- -- -- -- 921 -- 921
Investment holding gains -- -- -- -- -- 5,916 5,916
Dividends paid -- -- -- (8,720) -- -- (8,720)
Management fees charged
to capital -- -- -- -- (1,784) -- (1,784)
Tax credited to capital -- -- -- -- 34 -- 34
Revenue return for the
year -- -- -- 297 --- -- 297
As at 31 December 2018 1,751 99,115 920 12,929 3,422 18,589 136,726
*Relating to the dividend reinvestment scheme.
**Expenses in relation to share issues relate to trail commission for
prior years fund raising.
Total distributable reserves at 31 December 2018 total GBP16,351,000
(2017: GBP27,420,000).
Share
Called-up premium Distributable Capital Revaluation
Year ended 31 December share capital account Capital redemption reserve reserve reserve Total
2017^ GBP'000 GBP'000 reserve GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------- -------------------- ---------- -------------
As at 1 January 2017 1,718 112,541 435 18,543 (5,248) 8,566 136,555
Share issues in the
year 496 42,110 -- -- -- -- 42,606
Expenses in relation
to share issues* -- (1,759) -- (95) -- -- (1,854)
Repurchase of shares (20) -- 20 (1,476) -- -- (1,476)
Cancellation of share
premium -- (55,205) -- 55,205 -- -- --
Realised gains on disposal
of investments -- -- -- -- 12,550 -- 12,550
Investment holding gains -- -- -- -- -- 4,107 4,107
Dividends paid -- -- -- (48,650) -- -- (48,650)
Management fees charged
to capital -- -- -- -- (3,051) -- (3,051)
Revenue loss for the
year -- -- -- (358) -- -- (358)
As at 31 December 2017 2,194 97,687 455 23,169 4,251 12,673 140,429
^Comparative includes Planned Exit Shares Fund and Infrastructures Share
Fund.
*Expenses in relation to share issues include advisor fees (GBP686,000)
and promoters fees (GBP958,000) for the 2017 Ordinary Shares Fund raise
and trail commission for prior years fund raising (GBP115,000).
Audited Balance Sheet
at 31 December 2018
Registered Number: 03421340
As at As at
31 December 31 December
2018 2017
GBP'000 GBP'000
Fixed assets
Investments held at fair value through profit
or loss 99,065 77,963
Current assets
Debtors 542 887
Money market securities and other deposits 34,723 60,482
Cash 2,696 1,517
37,961 62,886
Creditors
Amounts falling due within one year (300) (420)
Net current assets 37,661 62,466
Net assets 136,726 140,429
Capital and reserves
Called-up share capital 1,751 2,194
Share premium account 99,115 97,687
Capital redemption reserve 920 455
Distributable reserve 12,929 23,169
Capital reserve 3,422 4,251
Revaluation reserve 18,589 12,673
Equity Shareholders' funds 136,726 140,429
Net asset value per share:
Ordinary Share 78.1p 80.0p
The financial statements were approved by the Board of Directors and
authorised for issue on 10 April 2019 and were signed on its behalf by:
John Gregory
Chairman
Audited Cash Flow Statement
for the year ended 31 December 2018
Year Year
ended ended
31 December 31 December
2018 2017^
GBP'000 GBP'000
Cash flow from operating activities
Investment income received 1,180 2,457
Deposit and similar interest received 258 113
Investment management fees paid (2,379) (3,797)
Secretarial fees paid (115) (113)
Other cash payments (495) (902)
Net cash outflow from operating activities (1,551) (2,242)
Cash flow from investing activities
Purchase of investments (17,705) (17,869)
Net proceeds on sale of investments 3,380 48,394
Net proceeds on deferred consideration 310 561
Net proceeds on liquidation of investments 20 --
Net cash (outflow)/ inflow from investing activities (13,995) 31,086
Cash flow from financing activities
Proceeds of fund raising -- 39,384
Expenses of fund raising (95) (1,247)
Repurchase of own shares (1,763) (1,336)
Equity dividends paid (7,176) (45,983)
Movement in money market funds 25,759 (29,506)
Net cash inflow/(outflow) from financing activities 16,725 (38,688)
Net inflow/(outflow) of cash in the year 1,179 (9,844)
Reconciliation of net cash flow to movement in net
funds
Increase/(decrease) in cash and cash equivalents for
the year 1,179 (9,844)
Net cash and cash equivalents at start of year 1,517 11,361
Net cash and cash equivalents at end of year 2,696 1,517
^Comparative includes Planned Exit Shares Fund and Infrastructure Shares
Fund.
At 1 January At 31 December
Analysis of changes in net debt 2018 Cashflow 2018
GBP'000 GBP'000 GBP'000
Cash and cash equivalents 1,517 1,179 2,696
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
December 2018, 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 2018 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 December 2018. 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.
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:
https://www.globenewswire.com/Tracker?data=eP9oOOhJItyABtdzO0zaz1B2VkDy6vGdnALg7cF2mu65HkEKVnCsl9m6EXCOLTgYkADBz6jOhigWw5EcgPbTdQZd2-XkcXR2PZyc1K_CYuc=
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
year and on the number of shares in issue at that date.
31 December
2018 31 December 2017
Ordinary Ordinary Planned Infrastructure
Exit
Shares Shares Shares Shares
Fund Fund Fund Fund
Net assets GBP136,726,000 GBP140,429,000 GBPnil GBPnil
No. of shares at
year end 175,051,026 175,601,977 11,404,314 32,495,246
Net asset value per 78.1p 80.0p 0.0p 0.0p
share
5. Return per share
Year ended
31 December
2018 Year ended 31 December 2017
Ordinary Ordinary Planned Exit Infrastructure
Share Share Share Share
GBP'000 GBP'000 GBP'000 GBP'000
Total return after taxation 5,384 9,452 (9) 3,805
Total return per share (note
a) 3.1p 5.7p (0.1)p 11.7p
Revenue return from ordinary
activities after taxation 297 (561) (45) 248
Revenue return per share
(note b) 0.2p (0.3)p (0.4)p 0.8p
Capital return from ordinary
shares after taxation 5,087 10,013 36 3,557
Capital return per share
(note c) 2.9p 6.0p 0.3p 10.9p
Weighted average number of
shares in issue in the year 175,834,593 165,748,167 11,404,314 32,495,246
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 1.00pm on 23 May 2019 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
2018 2017^
GBP'000 GBP'000
Loan stock interest 985 820
Dividends receivable 155 637
Overseas based Open Ended Investments Companies
("OEICs") 241 113
Bank interest received 17 -
--------------------------------------------------
1,398 1,570
^Comparative includes Planned Exit Shares Fund and Infrastructure Shares
Fund
8. Investments
2018 2017
GBP'000 GBP'000
Unquoted investments 99,065 77,963
99,065 77,963
Total
GBP'000
Book cost as at 1 January 2018 65,611
Investment holding gains 12,352
Valuation at 1 January 2018 77,963
Movements in the year:
Purchases at cost 17,705
Disposal proceeds (3,380)
Realised gains* 591
Investment holding gains** 6,186
Valuation at 31 December 2018 99,065
Book cost at 31 December 2018 80,527
Investment holding gains 18,538
Valuation at 31 December 2018 99,065
*Realised gains in the income statement include deferred consideration
received of GBP258,000 (Simulity) and GBP52,000 (O-Gen Acme Trek) as
well as final administration proceeds of GBP10,000 (Evance Wind
Turbines), GBP7,000 (Closed Loop Recycling) and GBP3,000 (Global
Immersion) received in the year.
** Investment holding gains in the income statement have been reduced by
the offset in the deferred consideration debtor of GBP258,000 (Simulity)
and GBP19,000 (O-Gen Acme Trek) and have been increased by an adjustment
to the deferred consideration debtor for Trilogy of GBP7,000.
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 acts as manager of the Company. During the
year, services of a total cost of GBP2,379,000 (2017: GBP3,780,000
including an GBP863,000 performance incentive fee in relation to the
Infrastructure Shares Fund) were purchased by the Company from Foresight
Group CI Limited. At 31 December 2018, the amount due to Foresight Group
CI Limited was GBPnil (2017: GBPnil).
During the year, services of a total cost of GBP117,000 (2017:
GBP113,000) were indirectly delivered to the Company by Foresight Group
LLP. At 31 December 2018, the amount due to Foresight Group LLP was
GBP2,000 (2017: GBPnil).
No amounts have been written off in the year in respect of debts due to
or from the Manager.
END
(END) Dow Jones Newswires
April 10, 2019 11:29 ET (15:29 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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