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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Talis.1ST.Vnt | LSE:TFV | London | Ordinary Share | GB00B1BV3Z44 | ORD 50P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 36.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number:1314M
Talisman First Venture Cap Tst PLC
10 June 2003
Talisman First Venture Capital Trust Plc
Report & Accounts
as of 31 March 2003
CHAIRMAN'S STATEMENT
Introduction
The year to 31 March 2003 has seen a continuation of uncertain economic
conditions. This has ensured that the business climate for your Company's
investments, which are typically in small and unquoted companies, has remained
very difficult. The stock market has continued to suffer over this period and,
as a bellweather for corporate valuations, this has had an effect on unquoted
stocks.
Progress
The accounts cover the period from 1 April 2002 to the 31 March 2003. During
this period the Company made two new investments and four follow-on investments.
This brought the total amount invested as venture capital to #4.81 million. The
venture capital investments are carried in the balance sheet at 31 March 2003 at
a valuation of #2.55 million. Full descriptions of all the investments can be
found on pages 10 to 15 of this report and the entire portfolio has been valued
in accordance with BVCA Guidelines for the Valuation and Disclosure of Venture
Capital Portfolios.
The portfolio has grown to 19 investments by 31 March 2003 and is composed of
young companies which are likely to require further rounds of finance as they
grow. It is important that the Company is in a position to contribute to this
funding process, provided the companies concerned have made satisfactory
progress.
The Company took advantage of the rising share price in First Artist Corporation
plc by selling its remaining holding, and realising a profit of #31,452. This
investment produced a total realised gain of #102,000.
The majority of the Company's investments have reported operational results in
line with expectations. Nevertheless the Company has experienced two failures
within its portfolio during the year. Global Money Transfer Holdings Limited,
and Patersons Consulting Limited both went into receivership or liquidation
during 2002 and their investment values have been written off. These investments
had a total value of #612,000 and their failure is equivalent to a reduction of
2.3 p per share in the NAV.
This year the Board has amended its policy by valuing OFEX stocks at middle
market prices. The previous policy was to value OFEX stock at cost. The Board
believes this to be a more appropriate treatment for the investment valuations
and it is in line with current guidelines. The net effect of this adjustment is
a reduction in value of #207,812, equivalent to 0.8 p per share.
Net asset value
Based on the valuation method used at 31 March 2003 the Company's net asset
value per share was 10.05p a fall of 5.42p or 35.0% since the previous year-end.
This compares with a subscription price of 20p and an initial net asset value
(after expenses of issue) of 19p per share. Although disappointing, this
decrease in NAV must be compared with significant reductions in stock market
indices generally. These falls were particularly notable amongst the smaller
company end of the market due to the poor liquidity levels. The FTSE Small Cap
index fell by 35.4% over the period and the FTSE AIM index and FTSE TechMark 100
index fell by 35.5% and 50.8% respectively.
Dividend
The loss on ordinary activities after taxation was #1,439,000 (2002: Restated
loss - #847,000)
Your Board is not proposing to pay a dividend. As stated in the Company's
prospectus it is expected that dividends will principally arise from the
realisation of successful investments offset against administration cost and
losses.
Outlook
The above results have been achieved in a financial year in which economic
conditions have worsened steadily. Whilst the portfolio contains a solid core of
companies whose prospects are good, under the current financial environment the
Directors do not expect to see a rapid increase in the NAV in the short term.
However with funds still available for investment and the well-diversified
portfolio, the Board is firmly of the opinion that your Company has the
potential to show an improved performance in the medium term when economic
conditions do finally improve.
Jonathan D Carr
Chairman
INVESTMENT PORTFOLIO SUMMARY
Investment at Mid Market Balance Sheet Inland Revenue % of net % of Inland
cost Valuation at Valuation at Valuation at assets at Revenue
31 March 2003 31 March 2003 31 March 2003 value at 31 Valuation at
March 2003 31 March 2003
# # #
#
AIM
Bank Restaurant Group Plc 250,000 43,750 43,750 250,000 1.6 5.2
Bioprojects International Plc* 100,000 35,500 35,500 100,000 1.3 2.1
Huveaux Plc 249,000 286,786 286,786 196,429 10.7 4.1
Interactive Digital Solutions 300,000 390,000 390,000 300,000 14.6 6.3
Plc
Lo-Q Plc 350,001 15,113 15,113 335,850 0.6 7.0
Maverick Entertainment Group 126,000 57,960 57,960 126,000 2.2 2.6
Plc
hot Group Plc (ex Rexonline) 124,998 26,041 26,041 124,998 1.0 2.6
Software for Sport Plc 274,186 94,456 94,456 174,186 3.5 3.6
Transport Systems Plc 255,900 81,900 81,900 156,000 3.1 3.3
OFEX
Associated Network Solutions 250,000 102,500 102,500 250,000 3.8 5.2
Plc
Croma Group Plc 144,750 84,438 84,438 144,750 3.1 3.0
UNQUOTED
FlightStore Inflight Retailing 249,998 n/a 249,998 249,998 9.4 5.2
Limited
Fotolec Technologies Plc 250,000 n/a 250,000 250,000 9.4 5.2
Global Money Transfer Holdings 250,000 n/a 0 250,000 0.0 5.2
Limited
Isle of Wight Cable & 221,600 n/a 0 225,600 0.0 4.7
Telephone Co. Limited
Object Support Group Limited 250,000 n/a 0 250,000 0.0 5.2
Patersons Consulting Limited 362,000 n/a 0 484,002 0.0 10.1
Spectral Fusion Technologies 99,992 n/a 99,992 99,992 3.8 2.1
Limited
Barclays Global Investors 701,495 729,611 729,611 711,822 27.4 14.8
Liquidity Fund
Net Current Assets/Cash 120,802 120,802 120,802 120,802 4.5 2.5
Total Net Assets as at 31 4,930,722 2,668,847 4,800,429 100 100
March 2003
* Non-qualifying holding
STATEMENT OF TOTAL RETURN
(Incorporating the Revenue Account)
for the year ended 31 March 2003
Notes 2003 2003 2003 2002 Restated Restated
2002 2002
Revenue Capital Total Revenue
Capital Total
#'000 #'000 #'000 #'000
#'000 #'000
Gains/(losses) on
investments
- realised 8 - 36 36 - 199 199
- unrealised 8 - (1,280) (1,280) - (851) (851)
Income 1 11 - 11 15 - 15
Investment 2 (176) - (176) (169) - (169)
administration fee
Other expenses 3 (30) - (30) (35) - (35)
Return on ordinary
activities before tax
(195) (1,244) (1,439) (189) (652) (841)
Tax on ordinary 5 - - - (6) - (6)
activities
Return on ordinary
activities after tax
(195) (1,244) (1,439) (195) (652) (847)
Dividends 6 - - - - - -
Transfers to reserves (195) (1,244) (1,439) (195) (652) (847)
Basic and diluted 7 (0.73p) (4.69p) (5.42p) (0.73p) (2.46p) (3.19p)
return per share
Notes
The revenue column of this statement is the profit and loss account of the
Company.
The accompanying notes form an integral part of this statement. All revenue and
capital items in the above statement arise from continuing operations.
The Company has only one class of business and derives its income from
investments made in shares, securities and bank deposits.
The notes form an integral part of these Financial Statements.
The comparatives have been restated in accordance with the prior period
adjustment set out in note 14.
Statement of Total Recognised Gains and Losses
Restated
2003 2002
#'000 #'000
Loss for the financial period (1,439) (847)
Prior period adjustment (as explained in note 14) (55) -
Total recognised gains & losses since last report (1,494) (847)
BALANCE SHEET
As at 31 March 2003
Notes Restated
2003 2002
#'000 #'000
Fixed assets
Investments 8 2,548 3,295
Current assets
Debtors 11 12 21
Cash at bank 116 797
128 818
Creditors (amounts falling due within one year) 12 (8) (6)
Net current assets 120 812
Net assets 2,668 4,107
Capital and reserves
Called up share capital 13 2,655 2,655
Share premium 14 2,389 2,389
Capital reserve - realised 14 284 248
Capital reserve - unrealised 14 (2,215) (935)
Revenue reserve 14 (445) (250)
Total equity shareholders' funds 2,668 4,107
Net asset value per share 10.05p 15.47p
The financial statements on pages 27 to 37 were approved by the Board of
Directors on 21 May 2003 and were signed on its behalf by:
J D Carr S J Barclay
Chairman Director
CASH FLOW STATEMENT
For the year ended 31 March 2003
2003 2002
Notes #'000 #'000
Reconciliation of operating profit to net cash outflow from
operating activities
Net revenue from ordinary activities before tax (195) (189)
Decrease/(Increase) in debtors 9 (15)
Increase/(Decrease) in creditors 2 (9)
Cash outflow from operating activities (184) (213)
Taxation
Corporation tax paid - (6)
Capital expenditure and financial investment
Purchase of investments (696) (1,006)
Sale/redemption of investments 199 1,983
(497) 977
(Decrease)/Increase in cash for the period (681) 758
Reconciliation of net cash flow to movement in net funds
(Decrease)/increase in cash for the period (681) 758
Net funds at 31 March 2002 797 39
Net funds at 31 March 2003 17 116 797
NOTES TO THE FINANCIAL STATEMENTS
1. Income
2003 2002
#'000 #'000
Interest receivable 6 5
Dividends receivable 5 10
Investment income 11 15
It is a requirement of the VCT legislation that a VCT's income in an accounting
period has been derived at least 70% from shares and securities. Whilst the note
above shows income of #11,000, only #5,000 is income from shares and securities.
For VCT compliance and tax purposes an additional #27,000 included as an
unrealised gain for accounting purposes within the net unrealised losses on
investments of #1,280,000, is also treated as income from shares and securities
and hence the above requirement has been satisfied for the period.
2. Investment administration fee
2003 2003 2002 2002
#'000 #'000 #'000 #'000
Revenue Capital Revenue Capital
Investment administration fee 150 - 144 -
Irrecoverable VAT 26 - 25 -
176 - 169 -
Seymour Pierce Limited provides investment administration services to the
Company. The agreement was signed originally with City Financial Associates Plc
(formerly Clifton Financial Associates Plc), and formerly a fellow subsidiary of
Seymour Pierce Group Plc, and was novated to Seymour Pierce Private Equity
Limited on 23 March 2000 and to Seymour Pierce Limited on 1 October 2002.
3. Other expenses
2003 2002
#'000 #'000
Other expenses 30 35
30 35
Administrative and secretarial expenses, Directors' remuneration, auditors'
remuneration and legal and professional expenses are paid by the Administrator
on behalf of the Company and reimbursed out of fees received by it. Auditors'
remuneration of #7,000 (2002: #14,000) was paid during the year.
4. Directors and employees
i. The Company had no employees during the year.
ii. Directors' remuneration
The total fees paid by the Company to the Directors were as follows:
2003 2002
Jonathan D Carr 12,500 12,500
Stephen J Barclay 10,000 10,000
John QA Findlater 10,000 10,000
Anne V Higgins 10,000 10,000
David A Horner 10,000 10,000
Brian OJ May 10,000 10,000
John L Scaife 10,000 10,000
72,500 72,500
None of the Directors received any other remuneration, benefit or pension
retirement benefits during the period except as disclosed in these accounts.
5. Tax on ordinary activities
2003 2003 2002 2002
#000 #000 #000 #000
Revenue Capital Revenue Capital
Corporation tax payable at 30% for the current year - - - -
Prior year adjustment - - 6 -
- - 6 -
Tax losses available to be carried forward by the Company at 31 March 2003 are
estimated at #307,000 (2002: #136,000). The deferred tax asset has not been
recognised as it is unlikely that these expenses will be utilised.
6. Dividends
The Directors propose no dividends for the year ended 31 March 2003 (2002: #nil).
7. Return per share
The revenue return per share is based on net loss from ordinary activities after tax of #195,198 (2002: #194,958
loss) and on 26,545,500 shares being the number of shares in issue during the period.
The capital return per share is based on net realised capital profits and unrealised capital losses for the year
of (#1,243,572) (restated 2002: #651,650 loss) and on 26,545,500 shares being the number of shares in issue
during the period.
8. Investments
Restated
2003 2002
#'000 #'000
AIM traded investments 1,031 1,079
OFEX traded investments 187 590
Unquoted investments 1,330 1,626
2,548 3,295
Movements in investments during the period are summarised as follows:
AIM traded OFEX Unquoted Total
traded
#'000 #'000 #'000 #'000
Valuation at 1 April 2002 as previously reported 1,079 645 1,626 3,350
Prior year adjustment - (55) - (55)
At 1 April 2002 as restated 1,079 590 1,626 3,295
Purchases at cost 456 - 240 696
Disposals
- proceeds (146) - (53) (199)
- realised net gains on disposal 31 - 5 36
Change in classification 250 (250) - -
Net unrealised losses (639) (153) (488) (1280)
Valuation at 31 March 2003 1,031 187 1,330 2,548
Book cost at 31 March 2003 2,030 395 2,338 4,763
Unrealised net losses (999) (208) (1,008) (2,215)
Valuation at 31 March 2003 1,031 187 1,330 2,548
The investments made in companies traded on AIM and OFEX, and in unquoted
investments consist of ordinary shares and units in investor liquidity funds.
Disposals of investments during the period were as follows:
Proceeds Cost Net gain on
disposal
#'000 #'000 #'000
Barclays Global Investors Funds 53 48 5
First Artist Corporation Plc 146 115 31
199 163 36
The overall loss on investments for the year shown in the statement of total
return on page 27 is analysed as follows:
Restated
2003 2002
#'000 #'000
Net realised profits on disposal 36 199
Net unrealised losses (1,280) (851)
(1,244) (652)
9. Unquoted investments
2003 2003 2002 2002
#'000 #'000 #'000 #'000
Cost Carrying Cost Carrying
value value
Units held in:
Barclays Global Investors Liquidity Funds 654 730 602 654
Ordinary share held in:
Flightstore Inflight Retailing Limited 250 250 250 250
Fotolec Limited 250 250 250 250
Global Money Transfer Holdings Limited 250 - 250 250
Isle of Wight Cable & Telephone Co. Ltd 222 - 222 -
Object Support Group Limited - Ordinary shares 250 - 250 -
Patersons Consulting Limited 362 - 322 222
Special Fusion Technologies Limited 100 100 - -
2,338 1,330 2,146 1,626
10. Significant interests
Details of shareholdings in those companies where the Company's holding at 31
March 2003 represents (1) more than 10% of the allotted equity share capital of
any class, (2) more than 10% of the total allotted share capital (3) more than
10% of the assets of the Company itself, are given below. All of the companies
named are incorporated in England and Wales.
Company Class of shares Number held Proportion of share capital held
Patersons Consulting Ltd Ordinary shares (5p) 80,667 26%
This investment has not been equity accounted by the Company as the Directors
believe they do not have a significant influence over Patersons Consulting
Limited business. The company went into receivership in January 2003 and the
value of the investment has been written down to nil.
11. Debtors
2003 2002
#'000 #'000
Other debtors 11 21
Prepayments 1 -
12 21
12. Creditors (amounts falling due within one year)
2003 2002
#'000 #'000
Accruals 8 6
8 6
13. Called up equity share capital
2003 2002
#000 #000
Authorised
40,000,000 ordinary shares of 10p 4,000 4,000
Allotted, issued and fully paid 2,655 2,655
26,545,500 ordinary shares of 10p
14. Reserves
Share Capital Capital Revenue
premium reserve Reserve reserve
realised unrealised
#'000s #'000s #'000s #'000s
At 1 April 2002 as previously reported 2,389 248 (880) (250)
Prior year adjustment - - (55) -
At 1 April 2002 as restated 2,389 248 (935) (250)
Net profit on realisation of investments - 36 - -
Unrealised losses - - (1,280) -
Net revenue retained for the year - - - (195)
At 31 March 2003 2,389 284 (2,215) (445)
Prior year adjustment
This amendment has arisen due to a change in accounting policy during the year.
OFEX investments were valued at cost. During the year the accounting policy was
changed to value OFEX investments at middle market prices.
15. Net asset value per share
The calculation of net asset value per share at 31 March 2003 is based on net
assets of #2,668,000 (2002: Restated to #4,107,000) divided by the 26,545,500
ordinary shares in issue at that date.
16. Reconciliation of movements in equity shareholder's funds
Restated
2003 2002
#000 #000
Opening shareholders' funds 4,107 4,954
(originally #4,162,000 before deducting prior year adjustment of #55,000)
Net proceeds of share issues - -
Loss for the financial year (1,439) (847)
At 31 March 2003 2,668 4,107
17. Analysis of changes in net funds
At 1 April 2002 Cash Flows in At 31 March
the year 2003
#'000
#'000 #'000
Cash in hand, at bank 797 (681) 116
18. Financial instruments
Management of risk
As a venture capital trust, the Company's objective is to provide shareholders
with an attractive total return by investing its funds in a broad spread of
quoted and unquoted UK companies, which meet the relevant criteria for venture
capital trusts.
The Company's financial instruments comprise:
* Shares in unquoted and quoted companies, which are held in accordance with
the Company's investment objective; and
* Cash, liquid resources and short-term debtors and creditors that arise
directly from the Company's operations.
The main risks arising from the Company's financial instruments are fluctuations
in market price for quoted investments and fluctuations in valuations, including
the issue of going concern.
Short term debtors and creditors that meet the definition of a financial asset
or liability under FRS 13 have been excluded from the numerical disclosures in
this note.
Market price risk
Market price risk arises mainly from uncertainty about future prices of
financial instruments used in the Company's operations. It represents the
potential loss the Company might suffer through holding market positions in the
face of price movements mitigated by stock selection.
Interest rate risk profile of financial assets
The following analysis sets out the interest rate risk of the Company's
financial assets:
2003 2002
#'000 #'000
Floating rate 846 1,450
Non-interest bearing 4,085 3,591
4,931 5,041
The floating rate financial assets comprise bank and investment deposits earning
interest at rates based on individual bank base rates of LIBOR depending upon
which type of deposit facility is used.
Interest rate risk
The Company finances its operations through share capital raised and retained
profits including both realised and unrealised capital profits.
The cash balances held on deposit rather than in bond markets mitigate in part
the interest rate risk.
At the year end and throughout the year the Company had no liabilities that were
subject to interest rate risk.
Liquidity risk
The funds raised since incorporation are currently used to fund the Company's
primary objective of investing in venture capital opportunities, including AIM
traded companies. Over 81% of the funds raised since incorporation have now been
utilised in this investment process. As at the year end, the Company had no
borrowings.
Foreign currency risk
The functional currency of the Company is Sterling. The Company's profit and
loss and net assets are not affected by foreign currency risk.
Fair values
There is no material difference between the fair value of financial assets and
liabilities and their book value at the balance sheet date.
19. Related party disclosures
Some of the Directors of the Company and members of their close families have
invested in the companies in which the Company has invested.
Related party investment at cost
Connected 2003 2002
Directors #'000 #'000
FlightStore Inflight Retailing Limited 2 190 190
HotGroup Plc 1 20 20
Interactive Digital Solutions Plc 1 10 -
Patersons Consulting Ltd 2 6 5
20* 20*
Spectral Fusion Technologies Limited 1 25
* Convertible Loan Notes
20. Ultimate controlling party
There is no ultimate controlling party.
21. Post balance sheet events
New and follow-on investments
Since 31 March 2003 the Company has made the following new or follow-on
investments:
Company Industry Investment at cost
Software for Sport Plc* Technology #35,265
* shares traded on AIM
Disposals
Company Industry Cost Proceeds Profit/(loss)
#'000 #'000 #'000
BioProjects Biotechnology 100 30 (70)
International Plc
The valuation at 31 March 2003 of this investment was #35,500.
SHAREHOLDER INFORMATION
Annual General Meeting
A notice and proxy form for the Annual General Meeting, which is to be held on
23 July 2003 are set out on pages 39 and 41 of this report. We would be grateful
if completed proxy forms could be returned to Capita Harford Registrars no later
than 9:30 a.m. on 23 July 2003.
Sundry Information
The mid-market price of shares in the Company is reported daily in the Financial
Times and appears under the heading "Investment Companies". It can also be
viewed on the Financial Times website (FT.com) under the code "TFV". Estimates
of the Company's current net asset value are reported on certain days in the
Financial Times. These estimates are not provided by the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR URSRROSRNAAR
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