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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Proven | LSE:PPE | London | Ordinary Share | GB00B517XC78 | ORD SHS OF 0.1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
TIDMPPE ProVen Health VCT plc Half-Yearly Report for the Six Months Ended 31 July 2011 Financial Summary 31 July 31 July 31 January 2011 2010 2011 Net asset value per share ("NAV") 45.3p 46.9p 48.0p Dividends paid since launch 17.5p 15.5p 16.5p Total return (NAV plus dividends paid since launch) 62.8p 62.4p 64.5p Mid market share price 41.3p 48.0p 42.0p Chairman's Statement Introduction The first part of the Company's financial year to 31 January 2012 has continued in the same vein as last year with economic uncertainty and volatility in global stock markets. If anything the situation is slightly worse with signs of slowing growth across many countries even before key austerity programmes are implemented and with the problems in the Eurozone still to be resolved. Against this backdrop, the Company's investment portfolio has seen a lot of activity with two new investments, three full disposals, one partial disposal, two portfolio companies merging and a significant acquisition by a further portfolio company, in the period up to the date of this statement. Net asset value and portfolio activity As at 31 July 2011, the Company's net asset value per share ("NAV") stood at 45.3p. After adjusting for the dividend of 1p per share paid on 17 June 2011, this represents a decrease of 3.5% over the NAV at 31 January 2011. The FTSE All Share Index was broadly flat over the same period and the FTSE All Share Total Return Index, which includes dividends reinvested, increased by a modest 1%. This, of course, excludes the impact of the wider stock market falls which were experienced in August and September. The total return (NAV plus cumulative dividends paid) to ordinary shareholders who invested at the outset of the Company was 62.8p per share at 31 July 2011 (31 January 2011: 64.5p per share). At 31 July 2011, the Company's investment portfolio comprised holdings in 9 companies, of which 7 were unquoted and 2 were quoted, at a valuation of GBP5.1 million and original acquisition cost of GBP7.4 million. In addition, the Company held GBP3.7 million in cash and liquidity funds. The two new additions, Community Pharmacy Limited and PolyTherics Limited, the realisation of Onyx Scientific Limited and the partial disposal of Vectura Group plc, occurred after the period end and are therefore not reflected in these figures. They did not, however, have a material impact on the reported net asset value. Further detail on all investment activity is provided in the Investment Manager's Report on the following pages. Results and dividend The Income Statement shows a loss on ordinary activities after taxation for the Company for the period of GBP345,000 (comprising a revenue loss of GBP62,000 and a capital loss of GBP283,000). The Company is not, at this time, proposing an interim dividend for the year ending 31 January 2012. Fundraising Between 5 April 2011 and 26 May 2011, the Company issued 480,096 shares for consideration at an average price of approximately 49.7p per share, under a 10% top up offer dated 24 January 2011. The offer closes on 15 December 2011 or earlier at the directors' discretion or if fully subscribed. Share issue costs thereon amounted to GBP8,000. Under the Company's dividend reinvestment scheme, 75,495 shares were issued on 24 June 2011 following the final dividend payment on 17 June 2011. At the date of this report the total number of shares in issue was 19,380,664, including 85,000 shares purchased for cancellation which had not settled at 31 July 2011. Company strategy and development Alongside good corporate governance and ensuring that the Company continues to qualify as a VCT, the focus of the board is on delivering strong returns to investors, through dividends and/or increases in net asset value. Since the new investment manager took over on 1 February 2009, the investment portfolio has delivered a net realised/unrealised gain. However, the effect of the expenses of the fund (albeit capped at 3.6%), share buybacks and dividends, partially offset by small top up fundraisings, have resulted in an overall reduction in net assets from GBP9.95 million at 1 February 2009 to GBP8.78 million at 31 July 2011. This reduction necessarily reduces the funds available for investment in unquoted companies. The Board and the Investment Manager have therefore been looking at ways of increasing the size of the Company and are seeking shareholder input into the process by way of a short survey which is being sent with the half year report. Your responses to this survey would be greatly appreciated and so I would encourage you to take a few minutes to answer the questions and return them to the Company. In view of this survey, the Board has decided that it would be appropriate to defer a decision on future dividend payments to shareholders and a possible enhanced share buyback scheme until after the results of the survey are known. The process will be completed by the end of November and I will be informing shareholders of the outcome of the survey and the Board's discussions in due course. Investor presentation The Investment Manager will be holding its annual VCT shareholder presentation on Wednesday 2 November 2011 at RIBA, 66 Portland Place, London W1B 4AD. This event provides shareholders with the opportunity to meet the Investment Manager, Board directors and other shareholders, and to hear directly from some of the portfolio companies. Shareholders should have received an invitation but if you have not and would like to attend, then please contact the Investment Manager at 39 Earlham Street, London WC2H 9LT or by telephone on 020 7845 7820. Risk and uncertainties Under the Disclosure and Transparency Directive, your Board is required in the Company's half-yearly results, to report on the principal risks and uncertainties facing the Company over the remainder of the financial year. Your Board has concluded that the key risks facing the Company over the remainder of the financial year are as follows: (i) investment risk associated with investing in small and immature businesses; (ii) market risk arising from extremely volatile stock market conditions and their potential effect on investment valuation particularly in the areas of investment permitted by VCT rules; and (iii) compliance risk in failing to maintain approval as a VCT. In the case of (i), your Board is satisfied with the Company's approach. The Investment Manager follows a rigorous process in vetting and structuring new investments and, after an investment is made, close monitoring of the business. In respect of (ii), the Company seeks to hold a diversified investment portfolio, albeit concentrated in the healthcare sector. Your Board is confident that the Investment Manager's investment policy should help to limit this risk whilst remaining within the constraints of the VCT regulations. As far as (iii) is concerned, the Company's compliance with the VCT regulations is continually monitored by the Investment Manager, who reports regularly to your Board on the current and forecast position. The Company also retains PricewaterhouseCoopers to provide regular reviews and advice in this area. Your Board considers that this approach reduces the risk of a breach of the VCT regulations to an acceptable level. Outlook The economic environment continues to provide challenges for consumers and businesses of all sizes. Whilst the healthcare sector's defensive qualities are well justified, companies in the sector face similar challenges to those firms outside it. Quality, well-run companies should, however, perform well over the economic cycle and there remains an external market for them, as the recent sale of Onyx Scientific demonstrates. In addition to the continued development of the existing portfolio, one of the key challenges facing the Company is how to increase its size to take advantage of further investment opportunities. I look forward to reporting to shareholders further in this regard following the results of the shareholder survey and the Board's subsequent deliberations. Charles Pinney Chairman Investment Manager's Report Introduction We have pleasure in presenting our half yearly report to 31 July 2011 for ProVen Health VCT plc. Whilst the broader economic backdrop remains little changed from that described in our full year report to 31 January 2011, with trading conditions continuing to be challenging for both UK smaller companies and UK consumers, the period up to the date of this report has seen a high level of activity for the Company. Portfolio performance and activity At 31 July 2011, the Company's investment portfolio comprised holdings in 9 companies, of which 7 were unquoted and 2 were quoted, at a valuation of GBP5.1 million and original acquisition cost of GBP7.4 million. In addition, the Company held GBP3.7 million in cash and liquidity funds. The two new additions, Community Pharmacy Limited and PolyTherics Limited, the realisation of Onyx Scientific Limited and the partial disposal of Vectura Group plc, occurred after the period end and are therefore not reflected in these figures. The disposals of Biovex Group Inc and Chromogenex Limited occurred in early March and were disclosed in the 2011 Annual Report. The Company made a small loss on the original investment in Biovex but there is an opportunity to generate up to a further $2.1 million, and therefore a significant overall profit, dependent on the achievement of future commercialisation and sales milestones. As the acquirer Amgen Inc is listed on NASDAQ, we are restricted to publicly available information and at present have no visibility over the likelihood and/or potential timing of any of the additional payments. Chromogenex concluded a financial restructuring which led to the Company's ordinary shareholding being acquired by a new investor and proceeds of GBP31,000 being received (the holding was previously fully provided against). In May, the Company's investment holdings were further reduced when two portfolio companies, Sinclair Pharma plc and IS Pharma plc, merged. IS Pharma shareholders received 2.6868 Sinclair Pharma shares for each IS Pharma share held. The newly merged company was renamed Sinclair IS Pharma plc and transferred its stock market listing to AIM in June. The merger has created an international specialty pharmaceutical company with a market capitalisation of over GBP100 million and a strong portfolio of products to treat wounds, dermatological and oral diseases in both developed and emerging markets. The increased size should make it more attractive to potential investors and acquirers. Excluding the impact of disposals, the overall investment portfolio showed a decrease in value of GBP234,000. This was principally due to further provisions being made against the valuations of Population Genetics Technologies and Omni Dental Sciences. These were partially mitigated by increases in value for Digital Healthcare and Vectura Group. Digital Healthcare's recent acquisition of Orion Imaging, a leading provider of management software to the UK's diabetic retinopathy screening programmes, consolidates its position in the sector and as such we felt able to recommend to the Board an uplift to the company's valuation. Vectura's share price made further good progress over the period, increasing to over GBP1 a share at 31 July 2011. We took the opportunity to sell just over one third of the Company's shareholding after the period end at over GBP1 per share thereby crystallising a profit. Post period end investment activity Shortly after the period end, we completed a further three transactions: two new acquisitions and the disposal of Onyx Scientific. The first of the new investments was a GBP375,000 investment into Community Pharmacy Limited (CPL) in August, alongside ProVen VCT plc and ProVen Growth and Income VCT plc. CPL is seeking to establish a new chain of pharmacies and will particularly focus on GP centre-based pharmacies, a fast growing segment in the industry. The team is led by a very experienced founder and manager of pharmacy chains. Further funding by ProVen Health VCT of up to GBP275,000 has been committed to implement the rollout plan and will be drawn down against agreed milestones. In September, an investment of GBP750,000 was made into PolyTherics Limited. PolyTherics is a biotechnology company that applies precision chemistry to develop protein and peptide-based drugs. PolyTheric's technologies can extend the duration of action of these classes of drugs so patients require fewer injections, and can create more efficacious products. This reduces the cost of treatment and improves patient compliance. The company was formed in 2002 with technology that originated at the London School of Pharmacy and Imperial College London. In August, we concluded the sale of Onyx Scientific to Ipca Laboratories from Mumbai. Onyx provides a range of chemical services to the life science industry, in particular scaling up the synthesis of new chemical compounds for use by pharmaceutical companies. The sale generated a capital gain of GBP140,000 on an initial investment of GBP850,000. Outlook The high level of portfolio activity experienced in the period up to the date of this report has happened against the background of considerable market uncertainty and volatility. With wider economic imbalances still to be resolved, we expect this uncertainty to continue. However, we remain optimistic about the potential returns from the unquoted healthcare sector, based on recent portfolio activity and observations of the wider market, both in the UK and the dominant US market where we have an investment presence. Beringea LLP Summary of Investment Portfolio as at 31 July 2011 Unrealised % of gain/(loss) portfolio in the by value Cost Valuation period GBP'000 GBP'000 GBP'000 Top ten venture capital investments Altacor Limited 1,020 1,241 - 14.0% Onyx Research Chemicals Limited 850 990 (7) 11.2% Population Genetics Technologies Limited 1,079 811 (219) 9.2% Vectura Group plc* 482 771 151 8.7% Digital Healthcare Limited 1,010 518 137 5.9% Sinclair Pharmaceuticals plc ** *** 585 440 (56) 5.0% Omni Dental Sciences Limited 750 339 (240) 3.8% 5,776 5,110 (234) 57.8% Other venture capital investments 1,646 - - 0.0% 7,422 5,110 (234) 57.8% Current asset investments - 1,806 20.4% liquidity funds Cash at bank and in hand 1,931 21.8% Total investments 8,847 100.0% All venture capital investments are unquoted unless otherwise stated. * Quoted on the Main Market ** Quoted on AIM *** Sinclair IS Pharma plc was created from the merger of IS Pharma plc and Sinclair Pharma plc in May 2011. Summary of Investment Movements for the six months ended 31 July 2011 Mergers (at cost) GBP'000 IS Pharma plc (366) Sinclair Pharma plc 366 - Disposals Market Realised value at Gain/(loss) gain/ 1 February Disposal against (loss) in Cost 2011 proceeds cost period GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Biovex Group Inc 848 678 661 (187) (17) Chromogenex Limited 253 - 31 (222) 31 1,101 678 692 (409) 14 Unaudited Balance Sheet as at 31 July 2011 31 July 31 July 31 Jan 2011 2010 2011 GBP'000 GBP'000 GBP'000 Fixed assets Investments 5,110 4,938 6,022 Current assets Debtors 15 48 21 Current investments 1,806 1,795 1,800 Cash at bank and in hand 1,931 2,340 1,446 3,752 4,183 3,267 Creditors: amounts falling due within (82) (52) (90) one year Net current assets 3,670 4,131 3,177 Net assets 8,780 9,069 9,199 Capital and reserves Called up share capital 194 193 192 Capital redemption reserve 401 396 398 Share premium account 7,428 7,147 7,170 Special distributable reserve 7,445 7,871 7,586 Capital reserve - realised (3,581) (2,561) (2,914) Capital reserve - unrealised (2,312) (3,329) (2,500) Revenue reserve (795) (648) (733) Total equity shareholders' funds 8,780 9,069 9,199 Basic and diluted net asset value per 45.3p 46.9p 48.0p share Unaudited Income Statement for the six months ended 31 July 2011 Six months ended 31 July 2011 Revenue Capital Total GBP'000 GBP'000 GBP'000 Income 32 - 32 Losses on investments - (220) (220) 32 (220) (188) Investment management fee (21) (63) (84) Other expenses (73) - (73) Loss on ordinary activities before taxation (62) (283) (345) Tax on ordinary activities - - - Loss attributable to equity shareholders (62) (283) (345) Basic and diluted loss per share (0.3p) (1.5p) (1.8p) Six months ended Year ended 31 July 2010 31 Jan 2011 Revenue Capital Total Total GBP'000 GBP'000 GBP'000 GBP'000 Income 21 - 21 44 Losses on investments - (675) (675) (136) 21 (675) (654) (92) Investment management fee (20) (59) (79) (163) Other expenses (86) - (86) (173) Loss on ordinary activities before (85) (734) (819) (428) taxation Tax on ordinary activities - - - - Loss attributable to equity (85) (734) (819) (428) shareholders Basic and diluted loss per share (0.4p) (3.8p) (4.2p) (2.2p) Reconciliation of Movements in Shareholders' Funds 31 July 31 July 31 Jan 2011 2010 2011 GBP'000 GBP'000 GBP'000 Opening shareholders' funds 9,199 10,018 10,018 Proceeds from share issues 271 200 233 Share issue costs (8) (9) (18) Purchase of own shares (141) (126) (219) Total recognised loss for the period (345) (819) (428) Dividends paid (196) (195) (387) Closing shareholders' funds 8,780 9,069 9,199 Unaudited Cash Flow Statement for the six months ended 31 July 2011 Six months Six months Year ended ended ended 31 July 2011 31 July 2010 31 Jan 2011 Note GBP'000 GBP'000 GBP'000 Net cash outflow from operating A activities (167) (199) (292) Capital expenditure Purchase of investments - (143) (688) Disposal of investments 692 1,463 1,463 Net cash inflow from capital 692 1,320 775 expenditure Equity dividends paid (163) (161) (321) Net cash inflow before financing 362 960 162 Financing Proceeds from share issues 238 166 166 Share issue costs (8) (15) (18) Purchase of own shares (107) (129) (222) Net cash inflow/(outflow) from 123 22 (74) financing Increase in cash B 485 982 88 Notes to the cash flow statement: A. Net cash flow from operating activities Loss on ordinary activities (345) (819) (428) before taxation Losses on investments 220 675 136 Re-invested liquidity funds (6) (4) (9) Decrease/(increase) in debtors 6 (39) (11) (Decrease)/increase in creditors (42) (12) 20 Net cash outflow from operating (167) (199) (292) activities B. Analysis of net funds Beginning of period 3,246 3,149 3,149 Net cash inflow 485 982 88 Other non cash changes 6 4 9 End of period 3,737 4,135 3,246 Net funds split as: Beginning of period: Cash at bank and in hand 1,446 1,358 1,358 Liquidity funds 1,800 1,791 1,791 Total funds at beginning of 3,246 3,149 3,149 period End of period: Cash at bank and in hand 1,931 2,340 1,446 Liquidity funds 1,806 1,795 1,800 Total funds at end of period 3,737 4,135 3,246 Notes to the unaudited Financial Statements 1. The unaudited half yearly results cover the six months to 31 July 2011 and have been prepared in accordance with Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" revised January 2009 and in accordance with the accounting policies set out in the statutory accounts for the year ended 31 January 2011, which were prepared under UK Generally Accepted Accounting Practice. 2. All revenue and capital items in the Income Statement derive from continuing operations. 3. There are no recognised gains or losses other than those disclosed in the Income Statement. 4. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits. 5. The comparative figures were in respect of the period ended 31 July 2010 and the year ended 31 January 2011. 6. Basic and diluted return per share for the period has been calculated on 19,436,116 shares, being the weighted average number of shares in issue during the period. 7. Basic and diluted NAV per share for the period has been calculated on 19,380,664 shares, being the number of shares in issue at the period end. 8. Dividends Pence 31 July 31 Jan per 2011 2011 share GBP'000 GBP'000 Paid in the period 2011 final dividend paid on 17 June 2011 1.0 196 - 2011 interim dividend paid on 26 November 2010 1.0 - 192 2010 final dividend paid on 11 June 2010 1.0 - 195 196 387 Split as: Paid directly to shareholders 163 321 Shares issued under dividend re-investment scheme 33 66 196 387 9. Reserves Capital Share Capital Investment redemption premium reserve - holding reserve account Special realised losses Revenue reserve reserve GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 At 1 February 2011 398 7,170 7,586 (2,914) (2,500) (733) Issue of new shares - 267 - - - - Share issue costs - (9) - - - - Purchase of own 3 - (141) - - - shares Expenses capitalised - - - (63) - - Gains/(losses) on investments - - - 14 (234) - Realisation of revaluations from previous years - - - (422) 422 - Transfer between - - - - - - reserves Retained net loss - - - - - (62) Dividends paid in the - - - (196) - - period At 31 July 2011 401 7,428 7,445 (3,581) (2,312) (795) Distributable reserves comprise the special reserve, capital reserve - realised and revenue reserve. At the period end there were GBP757,000 (31 Jan 2011: GBP1,439,000) of reserves available for distribution after deducting the capital reserve - unrealised of GBP2,312,000 (31 Jan 2011: GBP2,500,000). 10. The unaudited financial statements set out herein do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 and have not been delivered to the Registrar of Companies. The figures for the year ended 31 January 2011 have been extracted from the financial statements for that year, which have been delivered to the Registrar of Companies; the Auditor's report on those financial statements was unqualified. 11. The Directors confirm that, to the best of their knowledge, the half-yearly financial statements have been prepared in accordance with the "Statement: Half- Yearly Financial Reports" issued by the UK Accounting Standards Board and the half-yearly financial report includes a fair review of the information required by: a. DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and b. DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so. 12. Copies of the unaudited half yearly results will be sent to shareholders. Further copies can be obtained from the Company's registered office and will be available for download from www.provenvcts.co.uk. This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: ProVen Planned Exit VCT plc via Thomson Reuters ONE [HUG#1550873]
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