Foresight VCT plc - Half-year report FORESIGHT VCT

FORESIGHT VCT PLC

Financial Highlights

•  Total net assets £134.2 million.
• An interim dividend of 5.0p per Ordinary Share was paid on 4 May 2018.
• The portfolio has seen an uplift in valuation of £2.7 million in the last six months.
• Net Asset Value per Ordinary Share increased by 1.5% from 80.0p at 31 December 2017 to 81.2p before dividends. After payment of a 5.0p dividend made on 4 May 2018, NAV at 30 June 2018 was 76.2p.
• Diversified portfolio of 30 actively managed companies.
• Three new investments, totalling £6.5 million were made during the period. Follow on funding of £1.4 million was made to two existing investments during the period.
• Two further new investments were made post period end, totalling £2.4 million.
• The Company successfully exited ICA Group and Thermotech Solutions, realising a total of £3.0 million compared to an investment cost of £1.2 million.

Chairman's Statement
I am pleased to present the Unaudited Half-Yearly Financial Report for Foresight VCT plc for the period ended 30 June 2018. In the Annual Report I provided shareholders with detailed information on the wind-down of both the Planned Exit and Infrastructure Share classes, which were removed shortly after the year end. As a consequence, the Company now consists solely of Ordinary Shares.

STRATEGY

The Directors, together with the Manager, have an agreed enduring strategy for the Company which includes the following four key objectives:

• Increasing and then maintaining the Company’s net asset value (NAV) significantly above £150 million
• Paying an annual dividend to shareholders of at least 5.0p per Ordinary Share and endeavouring to maintain, or increase, NAV per Ordinary Share year on year, after payment of dividends
• Completing a significant number of new and follow on qualifying investments every year
• Offering a programme of regular share buy backs at a discount of approximately 10% to the prevailing NAV.

NET ASSET VALUE

During the period ended 30 June 2018 the NAV per share rose by 1.2p, an increase of 1.5%. However, following the payment of a dividend on 4 May 2018, the NAV of the Company decreased from £140.4m at 31 December 2017 to £134.2 million as at 30 June 2018. It remains the Board’s belief that to support the other key objectives, it would be beneficial to increase the Company’s net assets over the coming years but with some £48.3 million of funds currently available for investment, it is not the Board’s intention to raise more money in the near future.

DIVIDENDS

In line with the Board’s objective on dividend payments, an 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.

The Board notes that the Company has achieved its target of paying an annual dividend of at least 5p per share for each of the past eight years. During this period, however, the total return per share has remained relatively static, rising 5.6% from 207.5p per share on 1 January 2011 to 219.2p per share at 30 June 2018.

INVESTMENT PERFORMANCE AND PORTFOLIO ACTIVITY

A detailed analysis of the investment portfolio performance over the period is given in the Manager’s Review.

The Board feels that the recent increase in NAV is encouraging and believes it reflects the benefit of the enlarged and diversified portfolio of qualifying investments which the Manager has built up over the past few years. However, the rate of increase in NAV per share is still somewhat behind that envisaged in the corporate strategy. The Board and Manager believe this should improve when investments made over the past few years mature and cash currently held for future investment is more fully deployed.

The Board and the Manager believe that it is important for the long-term performance of the Company to identify a regular flow of new investments. The Manager completed three new investments amounting to £6.5 million during the period under review and two further new investments of £2.4 million since the end of the period. Details of these new portfolio companies can be found in the Manager’s Review.

The increasing complexity surrounding qualification for VCT investment inevitably limits the opportunity for the Company to make new investments and the Manager’s ability to source new deals is pivotal to the Company’s future performance. The level of investment activity over the past two years has been encouraging and reflects the Manager’s ongoing ability to source and transact growth capital investment into qualifying companies. The Board closely monitors the extent and nature of the pipeline of investment opportunities and the Manager anticipates being able to increase the level of new investments during the remainder of the year.

BUYBACKS
During the period the Company repurchased 1.5 million Ordinary Shares for cancellation at an average discount of 10%. 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 £20 million which are charged at a reduced rate of 1.0%. This has produced an ongoing charges ratio for the period ended 30 June 2018 of 2.1% of net assets, which is among the lower 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 £0.4 million alongside the Company’s investments of £23.8 million. Currently the ‘fund as a whole’ threshold has not been achieved and no performance incentive payment is due.

BOARD COMPOSITION
As announced in the Annual Report, Peter Dicks, a founder member of the Board and a past Chairman decided to retire at the Annual General Meeting held in May 2018. Peter has been a highly valued member of the Board and the Directors and Manager all wish him a happy retirement.

SHAREHOLDER COMMUNICATION
As part of its ongoing commitment to good investor relations, the Manager continues to host its 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 in the area close to each location later in the year.

OUTLOOK
The Board and the Manager believe that the value of investments currently held within the portfolio should grow further through 2018 and that the current pipeline will provide worthwhile new investment opportunities in the months ahead. Provided the current level and quality of new investment is maintained, the Board believes that the Company will be well positioned to meet its key objectives and provide shareholders with regular dividends and maintained capital growth.

John Gregory
Chairman
Telephone: 01296 682751
Email: j.greg@btconnect.com
31 August 2018

Manager's Review

Portfolio Summary
As at 30 June 2018 the Company’s portfolio comprised 30 actively managed investments with a total cost of £72.4 million and a valuation of £85.4 million. The portfolio is diversified by sector, transaction type, and maturity profile. Details of the ten largest investments by valuation, including an update on their performance, are provided on pages 10 to 14 of the Report.

NEW INVESTMENTS AND FOLLOW-ON FUNDING
The pace of investment set last year has been maintained in the first six months of 2018, with the Company committing a total of £6.5 million. This included three new investments: Luminet Networks, a provider of fixed wireless access, Mologic, a health diagnostics company and The Naked Deli, a Newcastle-based group of ‘clean eating’ restaurants. Follow-on investments totalling £1.4 million were also made in two existing portfolio companies. Further details of each of these are provided below.

LUMINET NETWORKS LIMITED
In April, the Company made a £2.4 million development capital investment in 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. 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 LIMITED
Also in April, the Company committed £2.4 million 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 LIMITED
In May 2018, the Company completed a £1.7 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. 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. This growth is already underway, with the company’s fourth outlet opened in Newcastle Airport during August.

OLLIE QUINN LIMITED
Portfolio company Ollie Quinn, a branded retailer of prescription glasses and sunglasses which the Company first committed to in March 2017, received follow-on investments from the Company in January and April, totalling £1.4 million. This supports Ollie Quinn’s working capital needs and site optimisation strategy, which focuses on addressing issues with underperforming locations. Further funding is anticipated later this year as Ollie Quinn moves towards profitability. Sales and cash movements have tracked broadly in line with plan over the last few months and operational improvements and cost reductions earlier in the year are beginning to have a positive impact. However, due to slower than projected revenue growth, a 25% provision has been made against the cost of this investment.

IDIO LIMITED
In January a small follow-on investment of £52,889 was also made in data analysis software platform, Idio, as part of a larger funding round to support further growth.

Since the end of the period, a further £3.2 million has been invested, including follow-on funding of £0.5 million for 200 Degrees, £0.2 million for Biofortuna and £0.1 million for Idio. Investments totalling £2.4 million have also been completed in two new businesses.

CODEPLAY LIMITED
In July the Company invested £0.7 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 LIMITED
In August, the Company completed one new investment totalling £1.7 million in Accrosoft, which offers Software as a Service (“SaaS”) products targeted at companies in the recruitment and education sectors. Further details will be provided in the Annual Report.

PIPELINE
Foresight Group continues to see a strong pipeline of potential investments. Opportunities are originated by a growing investment team of 19 experienced private equity professionals, operating from five offices in the UK. Typically, around 1,300 business plans are reviewed each year, allowing Foresight Group to select only the highest quality prospects for the Company. The team’s origination strategy is focused on building relationships with advisors and professional service firms at a national and local level, attending and organising networking events, as well as approaching businesses directly. Foresight Group is one of the most active private equity investors in its preferred market, focusing on SMEs in all sectors across the UK, seeking funding of £1-5 million. The number of transactions completed by the team each year supports Foresight Group’s reputation and helps maintain the flow of the deals potentially available for investment by the Company.

At 30 June 2018, the Company had cash in hand of £48.3 million, which together with proceeds received from recent realisations, will be used to fund new and follow-on investments, buybacks and running expenses. The Company remains well positioned to continue pursuing the potential investment opportunities in the pipeline.

REALISATIONS
During the period, total proceeds of £3.0m were generated from the disposal of two investments.

ICA GROUP LIMITED
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 supplier. ICA was acquired during the merger with Foresight 2 VCT plc (“F2”) in December 2015 at F2’s holding value of £885,232. Overall, including returns to F2 pre-merger, the ICA investment generated a 2.4x return.

THERMOTECH SOLUTIONS LIMITED
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 on original investment. Thermotech, acquired 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.

Foresight Group 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 PERIOD ENDED 30 JUNE 2018

*In addition £158,411 of shareholder loan interest was received on completion and £81,224 of deferred consideration was received in May 2018.

**Plus £80,115 of deferred consideration received post-period end.

Deferred consideration of £257,846 was also received by the Company from the sale of Simulity Labs Limited on 21 February 2018.

KEY PORTFOLIO DEVELOPMENTS

The valuation of the portfolio has shown an increase of £2.7 million over the period. Material changes in valuation, defined as increasing or decreasing by £0.5 million or more since 31 December 2017, are detailed below. Updates on these companies are included below, or in the Top Ten Investments section on pages 10 to 14 of the Report.

FRESH RELEVANCE
In March 2017, the Company completed a £2.1 million investment in Fresh Relevance, a high growth, marketing technology business, providing online retailers with marketing tools. Since investment the business has been trading strongly, with increased recurring revenues driving the valuation up by £1.2 million.

AEROSPACE TOOLING LIMITED
Aerospace Tooling is an engineering company specialising in the refurbishment of high-value aerospace and industrial gas turbine components. A sustained improvement has been seen in the year to June 2018 with robust margin performance and EBITDA 20% ahead of the ambitious budget.

ONLINE POUNDSHOP LIMITED
While sales at Poundshop.com, an online-only single price retailer, have doubled since investment in 2017, they remain behind budget and the valuation has been reduced by £575k. Consequently, the management team have been bolstered with an experienced CEO and a new E-commerce Director. A follow-on funding round of £1.0 million, led by the Company, is anticipated shortly to provide further growth capital and take advantage of any opportunities arising from changes in the market landscape.

POWERLINKS MEDIA LIMITED
A 25% provision has been made against the cost of PowerLinks Media, a real-time trading platform for native digital advertisements, reducing the value by £677k. The company experienced a quiet first quarter, but has since won several exciting customers and work is underway to streamline the cost base and convert the large sales pipeline. To help fund growth, PowerLinks is seeking to raise additional funding later this year.

OUTLOOK
Inevitably, the lack of certainty around the outcome of Brexit negotiations remains a preoccupation throughout the UK economy. Nonetheless, Foresight Group remains positive about the prospects of 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. Your investment management team remains focused on targeting companies in markets with sound fundamentals, with attractive growth attributes and strong management teams. Foresight Group 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
Head of Private Equity
Foresight Group
31 August 2018

Unaudited Half-Yearly Results and Responsibility Statements

Principal Risks and Uncertainties

The principal risks faced by the Company are as follows:

• Performance;
• Regulatory;
• Operational; and
• Financial.

The Board reported on the principal risks and uncertainties faced by the Company in the Annual Report and Accounts for the year ended 31 December 2017. A detailed explanation can be found on page 30 of the Annual Report and Accounts which is available on Foresight Group’s website www.foresightgroup.eu or by writing to Foresight Group at The Shard, 32 London Bridge Street, London, SE1 9SG.

In the view of the Board, there have been no changes to the fundamental nature of these risks since the previous report and these principal risks and uncertainties are equally applicable to the remaining six months of the financial year as they were to the six months under review.

Directors' Responsibility Statement
The Disclosure and Transparency Rules (‘DTR’) of the UK Listing Authority require the Directors to confirm their responsibilities in relation to the preparation and publication of the Interim Report and financial statements.

The Directors confirm to the best of their knowledge that:

1. the summarised set of financial statements has been prepared in accordance with FRS 104;
2. the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year);
3. the summarised set of financial statements gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.2.4R; and
4. the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and changes therein).

GOING CONCERN

The Company's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report of the Annual Report. The financial position of the Company, its cash flows, liquidity position and borrowing facilities are described in the Chairman's Statement, Strategic Report and Notes to the Accounts of the 31 December 2017 Annual Report. In addition, the Annual Report includes the Company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk.

The Company has considerable financial resources together with investments and income generated therefrom across a variety of industries and sectors. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully.

The Directors have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

The Half-Yearly Financial Report has not been audited nor reviewed by the auditors.


On behalf of the Board

John Gregory
Chairman
31 August 2018

Unaudited Income Statement
for the six months ended 30 June 2018

*Includes £422,000 accrued performance incentive fee for the Infrastructure Shares Fund.
**Includes £863,000 accrued performance incentive fee for 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 period.

The Company has no recognised gains or losses other than those shown above, therefore no separate statement of total recognised gains and losses has been presented.

Unaudited Balance Sheet

at 30 June 2018  

Registered Number: 03421340

*Company Balance Sheet includes Planned Exit and Infrastructure Shares.

Unaudited Reconciliation of Movements in Shareholders' Funds
for the six months ended 30 June 2018

*Relating to the dividend reinvestment scheme.

 Unaudited Cash Flow Statement

for the six months ended 30 June 2018

Analysis of changes in net debt

Notes to the Unaudited Half-Yearly Results

1. The Unaudited Half-Yearly Financial Report has been prepared on the basis of the accounting policies set out in the statutory accounts of the Company for the year ended 31 December 2017. Unquoted investments have been valued in accordance with IPEV Valuation Guidelines. Quoted investments are stated at bid prices in accordance with the IPEV Valuation Guidelines and UK Generally Accepted Accounting Practice.
2. These are not statutory accounts in accordance with S436 of the Companies Act 2006 and the financial information for the six months ended 30 June 2018 and 30 June 2017 has been neither audited nor formally reviewed. Statutory accounts in respect of the period to 31 December 2017 have been audited and reported on by the Company's auditors and delivered to the Registrar of Companies and included the report of the auditors which was unqualified and did not contain a statement under S498(2) or S498(3) of the Companies Act 2006. No statutory accounts in respect of any period after 31 December 2017 have been reported on by the Company's auditors or delivered to the Registrar of Companies.
3. Copies of the Unaudited Half-Yearly Financial 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.

4. Net asset value per share

The net asset value per share is based on net assets at the end of the period and on the number of shares in issue at the date.

5. Return per share

The weighted average number of shares for the Ordinary Shares, Planned Exit Shares and Infrastructure Shares funds used to calculate the respective returns are shown in the table below.

Earnings for the period should not be taken as a guide to the results for the full year.

6)      Income

7)        Investments at fair value through profit or loss

*Deferred consideration of £258,000 (Simulity) and £81,000 (ICA) was received by the Company during the period and is included within realised gains in the income statement. This was offset by a decrease in the deferred consideration debtor for Simulity (£258,000). Realised gains on investments in the income statement include final administration proceeds of £20,000 received in the period; £10,000 relating to Evance Wind Turbines, £7,000 to Closed Loop Recycling and £3,000 to Global Immersion.
**Deferred consideration debtors relating to the sale of Trilogy were adjusted during the period, generating an unrealised gain of £7,000 and deferred consideration of £80,000 relating to the sale of Thermotech was recognised during the period.

8)        Related party transactions
No Director has, or during the period had, a contract of service with the Company. No Director was party to, or had an interest in, any contract or arrangement (with the exception of Directors' fees) with the Company at any time during the period under review or as at the date of this report.

9)     Transactions with the Manager
Foresight Group CI Limited acts as manager to the Company in respect of its investments. During the period, services of a total value of £1,172,000 (30 June 2017: £1,861,000; 31 December 2017: £3,780,000) were purchased by the Company from Foresight Group CI Limited. At 30 June 2018, the amount due to Foresight Group CI Limited was £nil (30 June 2017: £nil; 31 December 2017: £nil).

Any transaction with Foresight Group LLP, as Secretary of the Company since November 2017, is also considered to be a transaction with the manager. During the period, services of a total value of £56,000 excluding VAT were purchased by the Company from Foresight Group LLP. At 30 June 2018, the amount due to Foresight Group LLP included within creditors was £nil.

END