Foresight 4 VCT plc - Annual Financial Report

FORESIGHT 4 VCT PLC Final Results 18 July 2018

Foresight 4 VCT plc, managed by Foresight Group CI Limited, today announces the final results for the year ended 31 March 2018.

These results were approved by the Board of Directors on 18 July 2018.

You may, in due course, view the Annual Report in full at www.foresightgroup.eu . All other statutory information can also be found there.

Financial Summary

·Diversified portfolio of 27 actively managed companies

·Total net assets £77.9 million.

·Net Asset Value per Share increased by 0.1p to 73.6p as at 31 March 2018 after adding back the 4p dividend paid during the year. The portfolio has seen an uplift in valuation of £1.6 million over the year.

·One follow-on investment of £0.7 million was made during the year.

·£9.8 million was realised from sales and loan redemptions from eight portfolio companies.

·On 22 June 2017 Foresight 4 VCT plc acquired the assets and liabilities of Foresight 3 VCT plc.

·Following the merger, there has been a reduction in the management fee, from 2.25% to 2.0% of net assets, and the annual expenses cap has reduced from 3.5% to 2.95% of net assets.

·A special dividend of 4.0p per Share was paid on 17 July 2017 based on an ex-dividend date of 29 June 2017 and a record date 30 June 2017.

·£12 million raised during the year through the issue of Shares.

·A further £17 million raised through the issue of shares post year end bringing the total raised under the offer to £29 million.

·Since the end of the reporting period, the Company has completed three new investments, totalling £2.4 million and exited one investment, realising £1.1 million. £2 million of funds have been raised under the new offer, dated 14 June 2018. Further details are provided in the Manager’s Review on page 6 of the Annual Report and Accounts.

Chairman's statement

I am pleased to present the audited Annual Report for Foresight 4 VCT plc for the year ended 31 March 2018. I would also like to welcome our new shareholders to the Company following a successful share issue.

The Company has transformed over the last year with a number of significant events which are detailed below. This has enabled the Board to recommence dividend payments, share buy­backs and investment into new opportunities. All of these are beneficial to shareholder value and long term performance.

SUCCESSFUL MERGER WITH FORESIGHT 3 VCT PLC The merger of Foresight 4 VCT plc and Foresight 3 VCT plc became effective on 22 June 2017 following approval from the shareholders of both companies. The merger has created a larger portfolio facilitating cost savings and administrative efficiencies. The annual management fee has reduced from 2.25% to 2.0% of net assets and the annual expenses cap has reduced from 3.5% to 2.95% of net assets from 22 June 2017.

In support of the new fundraising referred to below, the Company and Manager ^1. have agreed, subject to raising at least £30 million under the offer, to the annual expenses cap on the normal expenses of the Company being reduced to 2.5% of the Company’s net assets.

The increased scale of the Company also gives it the critical mass to better generate sufficient income and realisations to meet the Board’s expectations of achieving its dividend target of 5% of net asset value per annum, as well as maintaining a regular programme of share buybacks aimed at maintaining an initial discount to NAV in the region of 10%.

DIVIDEND On 12 July 2017 a 4.0p per share dividend, which was conditional on the merger becoming effective, was paid to all shareholders of the enlarged entity as at 30 June 2017. Having completed the merger and paid the dividend, the Company now has net assets of nearly £78 million.

SHARE BUY-BACKS On 21 July 2017, a Tender Offer of up to £5 million was launched, providing investors with an opportunity to sell their shares back to the Company at a discount to NAV of 7.5%. This took place on 22 September for 7,813,537 shares at 63.99p.

Further share buybacks took place which have enabled the enlarged VCT to achieve its target discount to NAV.

• 16 August 2017 (500,000 shares at 62.0p)
• 28 September 2017 (187,600 shares at 62.25p)
• 29 September 2017 (365,564 shares at 62.25p)
• 23 October 2017 (750,000 shares at 62.25p)
• 19 December 2017 (475,000 shares at 62.0p)
• 22 December 2017 (125,000 shares at 62.0p) and
• 29 March 2018 (500,000 shares at 62.25p)

The Board has provided a potential exit event via an additional Tender Offer that was launched on 16 July 2018. The Board has targeted a discount to NAV of 7.5% for up to £5 million of shares. Further details can be found in the circular on Computershare’s website.

As previously disclosed, the Board’s long term target is to reduce the discount to NAV for buybacks to 5%.

FUNDRAISING The offer for subscription dated 19 May 2017, which raised £29 million, closed on 18 May 2018. The Company is currently seeking to raise up to £50 million (with a £30 million over-allotment facility) through the issue of new shares, through another offer for subscription, which will close on 30 April 2019. This will provide existing Shareholders and new investors with the opportunity to invest in the Company and benefit from the tax reliefs available to qualifying investors. As at 18 July 2018, £2 million had been raised.

Funds raised under the offer dated 19 May 2017 have allowed the Company to take advantage of further attractive investment opportunities and increase portfolio diversification in line with the ongoing strategy of the Company. The issue of the new offer will result in further opportunities for the Company. Full details of the new offer can be found in the Prospectus issued by the Company on 14 June 2018, which is also available on Foresight’s website.

DIVIDEND REINVESTMENT SCHEME The Company has recently implemented a dividend reinvestment scheme whereby shareholders can elect to have their dividends reinvested in further shares. Under the scheme, dividends are reinvested at the last published NAV per share prior to allotment (adjusted to take into account the relevant dividend to be paid unless the last published NAV already reflects the dividend to be paid). The scheme will be available in respect of dividends declared after 30 September 2018.

Full terms and conditions of the scheme can be found in the terms and mandate form on Computershare’s website.

BOARD COMPOSITION With effect from 22 June 2017, I was appointed Chairman of Foresight 4 VCT plc. My appointment was made following the approval of the merger and at the same time Peter Dicks retired from the Board. There were no other changes to Board composition during the year.

PERFORMANCE AND PORTFOLIO ACTIVITY

During the period, the net asset value total return per Ordinary Share decreased by 6% to 69.6p from 73.5p, but this is after paying a 4p dividend during the year. At the year end the Company held 27 investments in UK based businesses across a wide range of sectors. The performance of the portfolio has been steady during the year, with a small increase of £1.6 million in value. Positive progress made by companies including Ixaris, Aerospace Tooling and TFC Europe has been offset by lower valuations for CoGen, Procam and Datapath, as detailed in the Manager’s Review and Top Ten Investment sections of this report.

No new investments were completed during the year. One follow-on investment of £674,168 was made in molecular diagnostics business Biofortuna. The Manager, Foresight Group CI Limited, continues to see a strong pipeline of potential investments sourced through its regional networks and well-developed relationships with advisors and the SME community. Following the successful fundraise launched in May 2017, the Company is in a position to fully exploit these attractive investment opportunities.

Post year end the Company invested £600,000 in Luminet Networks Limited, a provider of fixed wireless access across central London, £1,059,000 into Mologic Ltd, a health diagnostics company based in Bedford and completed a £750,000 growth capital investment into The Naked Deli, a Newcastle-based group of ‘clean-eating’ restaurants.

In the year to 31 March 2018, eight realisations took place, generating total proceeds of £9.8 million. Notably, Blackstar Amplification and The Bunker Secure Hosting were sold, realising a combined total of £6.0 million.

Post year end the Company exited its investment in Thermotech realising £1.1 million.

SHAREHOLDER COMMUNICATION

As part of its ongoing commitment to high quality investor relations, the Manager, will continue to host the popular investor Forums. In addition to the annual event in London, the Manager will be holding several regional Investor Forums around the country over the next twelve months. Details will be sent to investors living close to each location later in the year.

ANNUAL GENERAL MEETING

The Company’s Annual General Meeting will take place on 11 October 2018 at 1.00pm. I look forward to welcoming you to the Meeting, which will be held at the offices of Foresight Group in London.

Prior to the formal business of the Annual General Meeting, Foresight Group, the Manager, will give a presentation.

OUTLOOK

Over the last year, the Board believes that the Company has demonstrated the benefits of the Manager’s portfolio management actions, with improving performance providing a platform to fundraise and make new investments, which in turn should contribute to driving future net asset value growth (after adding back the dividend paid). We believe the Company is well positioned to build on this momentum.

During the year the discount to NAV has reduced from 20% to 11%.

Facilitated by the merger with Foresight 3 VCT plc and the liquidity provided by the issue of new shares, the Company will be able to capitalise on the strong pipeline of attractive investment opportunities that the Manager continues to see in smaller, growth businesses across the UK.

Raymond Abbott Chairman 18 July 2018

1. References to the “Manager” or “Investment Manager” are to Foresight Group CI Limited and shall, where the context requires, also include its investment advisor, Foresight Group LLP.

Manager's Review

As at 31 March 2018 the Company’s portfolio comprised 27 actively managed investments with a total cost of £44.7 million and a valuation of £64.1 million. The portfolio is diversified by sector, transaction type, and maturity profile. Details of the top ten largest investments by valuation, including an update on their performance, are provided on page 10 of the Annual Report and Accounts.

NEW INVESTMENTS AND FOLLOW-ON FUNDING

Excluding the purchase of Foresight 3 VCT’s holdings, no investments in new companies were made during the year due to the lack of liquidity prior to the fundraising.

One follow-on investment of £674,168 was made in July 2017, in molecular diagnostics business Biofortuna, bringing the Company’s total investment to £2,729,216. This additional capital was provided to support the development of blood typing products.

Since the end of the reporting period, the Company has completed three new investments, totalling £2.4 million.

LUMINET NETWORKS LIMITED

The Company made a £600,000 development capital investment in Luminet, 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. The investment will be used to scale up the company’s marketing and sales functions, grow the client base and to expand the business’s footprint as well as improve network density by adding additional base stations to the existing infrastructure.

MOLOGIC LTD

The Company committed £1,059,000 to a Foresight-led £4.0 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. Mologic is also developing a broad and promising portfolio of proprietary products, including diagnostics for infectious diseases, respiratory disease exacerbations and sepsis, which affect hundreds of millions of people around the world every year. The investment will enable the management team to focus on expanding the contract research activities and revenues while driving its own products through to commercialisation.

THE NAKED DELI LTD

In May 2018, the Company completed a £750,000 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. This ‘clean eating’ concept has demonstrated attractive growth in recent years, driven by increased health concerns around processed foods. The investment will be used to bolster systems and infrastructure, and continue the rollout of additional sites around the UK.

PIPELINE

Through the offer of subscription launched on 19 May 2017, which raised a total of £28.8 million, the Company is now well positioned to continue pursuing the potential investment opportunities in the manager’s pipeline.

Foresight continues to work hard generating high quality SME deal flow across the UK. Foresight’s strategy is focused on building relationships with advisors and professional service firms, attending and organising networking events as well as approaching businesses directly. This has been bolstered through the recent recruitment of Matthew Evans-Young, previously at Synova Capital and KPMG, as an Origination Manager. Matthew will lead on the establishment of a dedicated direct origination practice within Foresight’s private equity team. The aim of this initiative is to deliver proprietary, off-market deals, through a proactive and structured approach, which will complement the existing intermediary network of the wider team.

EXITS AND REALISATIONS

During the year, total proceeds of £9.8 million were generated from the disposal of eight investments. Of this, the realisation of Blackstar and The Bunker, both in July 2017, returned a total of £6.0 million.

BLACKSTAR AMPLIFICATION

The Company successfully exited its investment in Northampton-based designer and manufacturer of innovative guitar amplifiers Blackstar Amplification generating a return of 1.6x cost. Under the Company’s ownership Blackstar expanded internationally, more than doubled turnover, established itself as the number two amplifier brand in the UK and USA and broadened its product catalogue.

THE BUNKER SECURE HOSTING

The Bunker Secure Hosting, provider of IT infrastructure platforms, was sold to Palatine Private Equity for a return of 1.7x cost. The Company first invested in May 2006, growing annual revenues from £1.8 million to in excess of £9 million. During this time The Bunker scaled its data storage facilities and built an expert reputation in the specialist FinTech space.

MPL SYSTEMS

In August 2017, the Company also exited its investment in leading provider of customer and field service technology mplsystems (previously The Message Pad), generating proceeds of £1.9 million.

AUTOLOGIC In September 2017, the sale of Autologic’s operating subsidiaries was agreed with Opus Group AB, a Swedish company which provides vehicle environmental and safety testing services globally. Although the value of this realisation was in line with the reduced valuation, the sale took total overall returns on this investment to 4.6x initial cost, including the partial sale of the investment to a mid-market private equity firm in 2012.

ICA LIMITED

In the second half of the year, ICA Limited, which provides document management solutions to businesses in London and the South East, was acquired by Automated Systems Ltd, a large independent reprographics print solution supplier, generating proceeds of £1.1 million.

THERMOTECH

Post year end, 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 1.3x. Thermotech 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.

Foresight continues to engage with a range of potential acquirers of several portfolio companies, with demand for these high growth businesses demonstrated by both private equity and trade buyers.

DISPOSALS IN THE YEAR ENDED 31 MARCH 2018

*In addition to the above, deferred consideration of £156,000 was received by the fund from the sale of Provesica Limited, Trilogy Communications Limited and Alaric Systems Limited. A further £9,000 was also received by the fund from the administration of Closed Loop Recycling Limited.

**Based on Foresight 3 VCT plc and Foresight 4 VCT merged figures.

POST PERIOD END DISPOSALS

* Based on Foresight 3 VCT plc and Foresight 4 VCT plc merged figures. ** Compares original cost to proceeds on exit. Excludes interest income, loan repayments and recapitalisations in previous periods.

KEY PORTFOLIO DEVELOPMENTS

Excluding the impact of the merger, the valuation of the portfolio has shown an increase of £1.6 million over the year. Material changes in valuation, defined as increasing or decreasing by £1 million or more since 31 March 2017, are detailed below. Updates on these companies are included in the Top Ten Investments section on the next page.

OUTLOOK Whilst there remains a significant amount of uncertainty as to how the UK will be affected by its exit from the European Union, Foresight Group continues to see a strong pipeline of interesting investment opportunities and inbound interest from potential acquirers for portfolio companies.

In the Autumn Budget 2017 the Government announced an action plan to unlock over £20 billion of patient capital investment in innovative companies with the opportunity for growth. The Government’s response to the Patient Capital Review recognises the positive role that VCTs play in providing long­ term patient capital. The proposed adjustments to the VCT scheme rules fall within the Fund’s existing investment strategy.

Foresight will continue to monitor and adapt to market and regulatory changes to ensure the Company and its portfolio is well-placed to deliver returns to its investors.

Russell Healey Partner and Head of Private Equity Foresight Group 18 July 2018

2. References to “Foresight Group”, “Group” and “Foresight” are to Foresight Group CI Limited and shall, where the context requires, also include its investment advisor, Foresight Group LLP.

Income Statement for the year ended 31 March 2018

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 notes on pages 50 to 65 of the Annual Report and Accounts form part of these financial statements.

Reconciliation of Movements in Shareholders' Funds

The notes on pages 50 to 65 of the Annual Report and Accounts form part of these financial statements. * Of this amount £5,852,000 (2017 restated: £17,490,000) is realised and distributable. Refer to note 21 for further detail on the restatement.                                                                                                                                                                                                                               

Balance Sheet at 31 March 2018

The financial statements were approved by the Board of Directors and authorised for issue on 18 July 2018 and were signed on its behalf by:

Raymond Abbott Chairman

The notes on pages 50 to 65 of the Annual Report and Accounts form part of these financial statements.

Cash Flow Statement for the year ended 31 March 2018

* £211,000 relates to investment income due to Foresight 3 VCT plc which was received after the merger. ** £148,000 relates to deferred consideration due to Foresight 3 VCT plc which was received after the merger. *** Relates to transaction in prior year.

The notes on pages 50 to 65 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 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 March 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 March 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: www.foresightgroup.eu .

4. Net asset value per share

               Net asset value per Ordinary Share is based on Net assets at the year end of £77,937,000 (2017: £42,159,000) and on 112,052,405 (2016: 57,375,499) Ordinary Shares, being the number of Ordinary Shares in issue at that date.

5. Profit per share

Notes: a)  Total profit per share is total profit after taxation divided by the weighted average number of shares in issue during the year. b) Revenue loss 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 Company's Annual General Meeting will take place on 11 October 2018 at 1.00pm at the offices of Foresight Group in London. Details can be found on page 66 of the Annual Report and Accounts.

7.     Income

8.       Investments held at fair value through profit or loss

*Realised gains on investments in the income statement includes deferred consideration (£156,000) and final administration proceeds (£9,000) received in the year. **Investment holding gains in the income statement includes a movement in the pre-merger deferred consideration debtor of £85,000.

9.     Related party transactions

No Director has an interest in any contract to which the Company is a party.

10.  Transactions with the manager

Foresight Group CI Limited, which acts as investment manager to the Company in respect of its investments, earned fees of £1,377,000 during the year (2017: £915,000).

Foresight Fund Managers Limited, Company Secretary until November 2017, received fees of £111,000 (2017: £157,000) during the year. Foresight Group LLP was appointed Company Secretary in November 2017 and received fees of £55,000 (2017: Nil) during the year. The annual secretarial fee (which is payable together with any applicable VAT) is adjusted annually in line with the UK Retail Prices Index.

At the balance sheet date there was £163,000 due to (2017: £3,000 due to) Foresight Group CI Limited and £nil (2017: £nil) due to Foresight Fund Managers Limited and £nil (2017: £nil) due to Foresight Group LLP. No amounts have been written off in the year in respect of debts due to or from related parties.

END