FORESIGHT 4 VCT PLC
Final Results
31 July 2017
Foresight 4 plc, managed by Foresight Group CI Limited, today announces the final results for the year ended 31 March 2017.
These results were approved by the Board of Directors on 31 July 2017.
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
ORDINARY SHARES FUND
· Diversified portfolio of 26 actively managed companies
· Total net assets £42.2 million
· Net Asset Value per Ordinary Share increased by 3.1p to 73.5p as at 31 March 2017 (31 March 2016:70.4p).
· The portfolio has seen an uplift in valuation of £2.7 million over the year
· One follow-on investment of £0.2 million was made during the year
· £0.3 million was realised from sales and loan redemptions from three portfolio companies, and a further £0.5 million of deferred consideration
· On 22 June 2017 Foresight 4 VCT plc acquired the assets and liabilities of Foresight 3 VCT plc. The new larger Company, with post-merger assets of £77.0 million, will be better positioned to increase shareholder value, raise funds and progress the investment strategy.
· In July 2017 the Company successfully exited its investments in Blackstar Amplification and
The Bunker Secure Hosting, realising a total of £6.0 million compared to an investment cost of
£2.1 million.
· A special dividend of 4.0p per Ordinary Share was paid on 17 July 2017 based on an ex-dividend date of 29 June 2017 and a record date 30 June 2017
Chairman's statement
During the year, the net asset value per Ordinary Share increased by 4.4% to 73.5p, driven by the positive performance of investments. The Company has now achieved growth in net asset value over several quarters and the Board believes that the underlying portfolio of growing companies is well positioned to maintain this in future periods.
MERGER WITH FORESIGHT 3 VCT PLC
Following the end of the reporting period, the previously proposed merger of Foresight 4 VCT plc and Foresight 3 VCT plc became effective after it received approval from the Shareholders of both companies on 14 and 22 June 2017. We anticipate that your new larger Company, with a portfolio of 26 companies with carrying values and post-merger assets of £77.0 million, will be better positioned to increase shareholder value, raise further funds, and progress the current successful investment strategy. The merger, which has been under discussion since September 2016, is expected to deliver cost savings and other benefits which the Board believes support the strategy to expand the size of the Company. The ability to sustain a significantly wider spread of investments will facilitate risk management by increasing diversification. In addition, the reduced need to maintain liquid assets should allow the enlarged Company to consider making additional returns to Shareholders. The increased scale of the Company gives it the critical mass to generate sufficient income and realisations and expects to meet an attractive dividend target, as well as maintaining a regular programme of share buybacks aimed at maintaining an initial discount to NAV in the region of 10%. Furthermore, a larger company is able to spread the fixed elements of running costs across a wider asset base and, as a result, can reduce costs as a percentage of net assets. Accordingly, the annual management fee will reduce from 2.25% to 2.0% of net assets and the annual expenses cap will reduce from 3.5% to 2.95% of net assets. Full details of the merger can be found in the Circular sent to you on 19 May 2017 which is also available on Foresight's website.
SPECIAL DIVIDEND
It is the Company's policy to provide a flow of tax-free dividends, generated from income and from capital profits realised on the sale of investments. However, distributions are inevitably dependent largely on successful realisations, refinancings and other forms of cash generation, which have been low during the review period. The Board was therefore not able to recommend a dividend during the year. The Board is encouraged by the recent success in generating cash from investments within the portfolio, notably the sale of The Bunker Secure Hosting and Blackstar Amplification in July 2017. Enhanced by the increased size of the Company, this gives the Board confidence that it may be able to initiate future payments of dividends to Shareholders when prudent to do so. The Board therefore declared a Special Dividend of 4.0p per share, payable to shareholders on the register on 30 June 2017. The Special Dividend was paid on 17 July 2017.
TOP-UP SHARE ISSUES AND SHARE BUY-BACKS
During the period under review there were no share buybacks or share issues. However, following the merger, alongside the Special Dividend, the Company is also in a position to provide a partial or full exit event for shareholders by way of a Tender Offer of up £5 million. As announced on 21 July 2017 the offer period will run until 20 September 2017 at a discount to NAV of 7.5%. Full details of the Tender Offer (including application forms for participation) can be found in the Circular sent to you on 21 July 2017, which is also available on Foresight's website. In addition to this tender offer, over time the also Board expects to be in a position to implement a series of share buybacks to enable the enlarged VCT to achieve its target of a discount to NAV in the region of 10%. It remains the Board's intention to provide a potential exit event via a further Tender Offer in 2018.
FUNDRAISING
The Board is also taking the opportunity to raise up to £50 million through the issue of new shares in the Company, through an offer for subscription, launched on 19 May 2017. This will provide Shareholders and new investors with the opportunity to invest in the Company and benefit from the tax reliefs available to qualifying investors. The Board believes that there are attractive opportunities to make further growth investments in order to generate returns for investors as the Manager continues to see strong deal flow and is seeing a significant number of high quality private equity investment opportunities. Funds raised under the offer will allow the Company to take advantage of this flow of attractive investment opportunities and further increase portfolio diversification in line with the ongoing strategy of the Company. Full details of the offer, which will close on 30 April 2018, can be found in the Prospectus issued by the Company on 19 May 2017.
BOARD COMPOSITION
Following the resolutions at the Annual General Meeting in September 2016, and following the merger with Foresight 3 VCT plc, a number of changes have been made to the Board. Upon the retirement of Philip Stephens from the Board with effect from 31 March 2017, Simon Jamieson was appointed as Chairman of Foresight 4 VCT plc. Subsequently I was appointed as Chairman on 22 June 2017. Peter Dicks also indicated his intention to retire from the Board on the earlier of a corporate action or the Annual General Meeting in 2017. To facilitate this, Michael Gray joined the Board as an independent Non-Executive Director on 14 February 2017. Further details of the Board members can be found on page 28-29 of the Annual Report and Accounts. On behalf of the Board, we would like to wish both Philip and Peter well for the future and thank them for their valuable contributions, since the launch of the Company in 1998 in Philip's case and since 2004 for Peter. Read
PERFORMANCE AND PORTFOLIO ACTIVITY
The Board is generally pleased with the increase in net asset value achieved during the year under review. At the year end the Company held 26 investments with carrying values in UK based businesses across a wide range of sectors. The Company has benefited from the solid overall performance within the portfolio and increased valuations of several companies, principally Datapath, Procam, Specac and Protean, which are detailed in the Top Ten Investment section of the Annual Report and Accounts.
The wider VCT sector has begun to see an increase in investment activity as it adapts to the changes in regulation set out in the much delayed publication of HMRC's VCT Guidance Manual in May 2016. However, with limited liquidity available, no new investments were completed by the Company during the year and one follow-on investment of £189,000 was made in molecular diagnostics business Biofortuna. The Investment Manager, Foresight Group, continues to see a strong pipeline of potential investments sourced through its regional networks and well-developed relationships with advisors and the SME community. Assuming the fund raising launched in May 2017 is successful, the Company expects to be in a position to fully exploit these attractive investment opportunities. In the year to 31 March 2017, two small realisations took place and generated total proceeds of £251,000. Trilogy Communications was sold to a US competitor in the professional intercom sector, while the Company reduced its position in AIM listed group, ZOO Digital. Since the end of the period this investment has been fully realised. Furthermore, Blackstar Amplification and The Bunker Secure Hosting have also been successfully sold, realising a combined total of £6.0 million. During the year the Manager has supported and worked with the management teams of the investee companies to maximise value for shareholders. The Board believes that the re-focused portfolio now provides a solid platform to deliver growth, underpin future dividends and enhance Shareholder returns. Further information on the investment portfolio is included within the Investment Manager's Report on page 8 of the Annual Report and Accounts.
SHAREHOLDER COMMUNICATION
As part of its ongoing commitment to high quality investor relations, the Board encourages you to attend one of the popular Investor Forums hosted by the Investment Manager, Foresight Group. Four of these popular events are held annually and we will be in touch later this year about the next opportunity to attend.
ANNUAL GENERAL MEETING
The Company's Annual General Meeting will take place on 28 September 2017 at 10.00am. 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 investment Manager and two investee companies will give presentations.
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 driving Net Asset Value growth. We believe the Company is now well positioned to build on this momentum. Headway has been made in reducing the discount in NAV during the period under review, with the discount dropping to 20%. However, further progress is required. Facilitated by the merger with Foresight 3 VCT plc and the liquidity expected to be provided by the issue of new shares, the Company should 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
31 July 2017
Investment Manager's Review
As at 31 March 2017 the Company's portfolio comprised 26 actively managed investments with a total cost
of £17.7m million and a valuation of £40.5 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 page 12 of the Annual Report and Accounts.
NEW INVESTMENTS AND FOLLOW-ON FUNDING
The Company had current cash in hand of £1.6 million at 31 March 2017. This will be utilised alongside proceeds from the recent realisations and proceeds from the offer for subscription for new and follow on investments, buybacks and ongoing running expenses. No new investments were made during the year to 31 March 2017. In July 2016, a further tranche of £189,000 was invested in molecular diagnostics business Biofortuna as part of a £1.6 million funding round alongside other Foresight VCTs and coinvestors. This additional capital was provided to help finance continuing new product development of its blood group genotyping range. During the year the company has increased the number of customers using the business for manufacturing, providing greater visibility of revenues and a platform for positioning the company for growth next year. I
PIPELINE
Foresight has a focused strategy for generating deal flow across the UK, combining meetings with advisors and professional service firms, attending and organizing networking events and approaching businesses directly. Foresight is deeply connected within the investment community and its efforts are producing positive results. The team typically analyses around 100 new investment opportunities each month, of which only a handful will be deemed of sufficient quality to require full evaluation for a potential investment. Foresight is firmly established as a key player in the investment range of £1m to £5m and is acknowledged for its appetite to transact and support ambitious SME management teams.
EXITS AND REALISATIONS
Total proceeds of £251,000 were generated during the year from the disposal of two investments. In addition four further investments were exited without proceeds.
In August 2016, the Company successfully completed the sale of Trilogy Communications, which provides intercoms solutions to a number of sectors including defence, broadcast and industrials, to California based Clear-Com LLC. The Company received £139,000 following completion (compared with a carrying value of £81,000 at 31 March 2016), with further deferred consideration payable subject to warranty claims and tax claims. This contingent asset is recognised as a debtor within the Company's accounts at 31 March 2017. During the year, a total of 1,108,537 ordinary shares in AIM listed Zoo Digital ("ZOO") were sold, realising £139,000 Further disposals continued post period end and the investment was fully exited on 5 April 2017. ZOO supplies software and services for authored content (e.g. DVD, Blu-ray, iTunes media) to media businesses and post-production firms.
The current environment is supportive of further exits across the portfolio. While exchange rates currently favour international buyers, we continue to witness strong appetite to acquire high quality UK companies from both domestic and international parties.
Following the end of the reporting year, the Company's positions in Blackstar Amplification and The Bunker Secure Hosting were successfully realised, generating total proceeds of £6.0 million compared to an investment cost of £2.1 million. The sale of Autologic's operating subsidiaries was also 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 recently reduced valuation, this sale takes total the 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.
Blackstar Amplification
The Company originally invested in Blackstar Amplification, an award-winning Northamptonbased designer and manufacturer of innovative guitar amplifiers, in 2012. The funding provided growth capital and helped restructure the company's shareholder base. In addition, Foresight introduced Keith Pacey, former Executive Chairman and CEO of Maplin Electronics, as Chairman. Blackstar has expanded internationally and more than doubled turnover over the last four years, established itself as the number two amplifier brand in the UK and USA and broadened its product catalogue. The exit was facilitated by a management buyout, supported by the company's manufacturing and distribution partners, and generated return of c.2x money.
The Bunker Secure Hosting
Having first invested in May 2006, the Company has been a longstanding shareholder in The Bunker, which builds, hosts and manages high security, high availability IT data centres, providing competitive data storage solutions. The growth capital provided by the Company was used to scale The Bunker's data storage facilities materially. The business has experienced a compound annual growth rate of over 14% of recurring revenues for the past three years with annual revenues growing to in excess of £9 million compared to £1.8m at investment, having built an expert reputation in the specialist FinTech space. The Bunker was acquired by Palatine Private Equity, generating an overall return of 2.44x over the life of the investment.
DISPOSALS IN THE YEAR ENDED 31 MARCH 2017
| Company | Detail | Original Cost/ Take-On Value £'000 | Proceeds £'000 | Gain/(loss) £'000 | Exit Multiple | Valuation at 31 March 2016 £'000 |
| Trilogy Communications Holdings Limited | Full disposal | 776 | 138 | (638) | 0.2 | 81 |
| Zoo Digital Group plc | Part disposal | 377 | 112 | (265) | 0.3 | 108 |
| The Skills Group Limited | Dissolved | 789 | 1 | (788) | 0.0 | - |
| Abacuswood Limited | Part disposal | 224 | - | (224) | 0.0 | - |
| Always On Group Limited | Full disposal | 680 | - | (680) | 0.0 | 85 |
| Thermotech Solutions Limited** | Part disposal | 800 | - | (800) | 0.0 | 800 |
| The Fin Machine Company Limited | Dissolved | 3,037 | - | (3,037) | 0.0 | - |
| Total disposals | 6,683 | 251 | (6,432)* | 0.00 | 1,074 |
In addition to the above, deferred consideration of £509,000 was received by the fund from the sale of Amberfin Holdings Limited, O-Gen Acme Limited and DeFaqto Group Limited.
* Of this figure, £5,608,000 of the loss had been recognised in previous years and as such had no impact on the NAV in the current year.
** This investment was restructured in the year.
POST PERIOD END DISPOSALS
| Company | Detail | Original Cost/ Take-On Value £'000* | Proceeds on exit £'000* | Gain/(loss) £'000* | Exit Multiple** | Valuation at 31 March 2017 £'000* |
| Blackstar Amplification Holdings Limited | Full disposal | 1,000 | 1,543 | 543 | 1.5 | 1,535 |
| The Bunker Secure Hosting Limited | Full disposal | 3,260 | 4,431 | 1,171 | 1.4 | 4,425 |
| Autologic Diagnostics Group Limited | Full disposal | 2,000 | 600 | (1,400) | 0.3 | 600 |
| Zoo Digital Group plc | Full disposal | 1,053 | 297 | (756) | 0.3 | 306 |
* 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
The Company has benefitted from solid performance of the underlying portfolio, with a net valuation change of £2.7 million in total. Material changes in valuation, defined as increasing or decreasing by £500,000 or more since 31 March 2016, are detailed below. Each of these companies are detailed in the Top Ten Investments section on the next page, with the exception of Autologic.
Autologic Diagnostics Group provides advanced aftermarket automotive diagnostic services. A switch in strategy towards a recurring revenue model for its software-based diagnostic tools incurred some exceptional costs. Trading has continued to deteriorate recently and the valuation of the company has been reduced accordingly. The investment was subsequently sold after the end of the reporting period in June 2017. The sale takes total overall returns on this investment to 4.6x initial cost.
| Company | Valuation Methodology | Valuation Change (£) |
| Datapath Group Limited | Discounted earnings multiple | 2,312,171 |
| Procam Television Holdings | Discounted earnings multiple | 797,015 |
| Specac International Limited | Discounted earnings multiple | 686,194 |
| Protean Software Limited | Discounted earnings multiple | 590,457 |
| CoGen/Ogen UK Limited | Discounted cash flow | (566,663) |
| Thermotech Solutions Limited | Discounted earnings multiple | (629,219) |
| Autologic Diagnostics Group Limited | Discounted earnings multiple | (1,891,350) |
Outlook
Although the recent UK election has introduced further uncertainty, Foresight believes the outlook for the UK's SME sector remains positive. Foresight continues to see increasing dealflow and a high level of activity with a growing pipeline of suitable investment opportunities. Formal Brexit negotiations have now commenced with details of the initial framework for the UK's exit from the European Union likely to take shape over the coming months. Foresight remains of the view that this will ultimately create new opportunities for well-managed, entrepreneurial SMEs, which will require financing to support their future growth. Furthermore, we expect to see the solid interest from numerous potential acquirers of businesses in the portfolio crystallise into further realisations in the year ahead.
Russell Healey
Partner and Head of Private Equity
Foresight Group
31 July 2017
Income Statement
for the year ended 31 March 2017
| Year ended | Year ended | ||||||
| 31 March 2017 | 31 March 2016 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
| Investment holding gains | - | 8,728 | 8,728 | - | 3,931 | 3,931 | |
| Realised losses on investments | - | (5,941) | (5,941) | - | (10,434) | (10,434) | |
| Income | 383 | - | 383 | 2,570 | - | 2,570 | |
| Investment management fees | (229) | (686) | (915) | (279) | (839) | (1,118) | |
| Other expenses | (424) | - | (424) | (499) | - | (499) | |
| (Loss)/return on ordinary activities before taxation | (270) | 2,101 | 1,831 | 1,792 | (7,342) | (5,550) | |
| Taxation | - | - | - | - | - | - | |
| (Loss)/return on ordinary activities after taxation | (270) | 2,101 | 1,831 | 1,792 | (7,342) | (5,550) | |
| Return per share: | |||||||
| Ordinary Share | (0.6)p | (3.7)p | (3.1)p | 3.1p | (12.7)p | (9.6)p | |
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 recognised gains and losses has been presented.
Reconciliation of Movements in Shareholders' Funds
| Called-up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total | |
| Year ended 31 March 2017 | £'000 | £'000 | £'000 | £'000 | £'000 |
| As at 1 April 2016 | 574 | 5,147 | 265 | 34,379 | 40,365 |
| Expenses in relation to previous share issues* | - | (35) | - | - | (35) |
| Transaction costs | - | - | - | (2) | (2) |
| Loss for the year | - | - | - | 1,831 | 1,831 |
| As at 31 March 2017 | 574 | 5,112 | 265 | 36,208** | 42,159 |
| Called-up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total | |
| Year ended 31 March 2016 | £'000 | £'000 | £'000 | £'000 | £'000 |
| As at 1 April 2015 | 570 | 4,847 | 261 | 47,165 | 52,843 |
| Share issues in the year | 8 | 347 | - | - | 355 |
| Expenses in relation to previous share issues* | - | (47) | - | - | (47) |
| Repurchase of shares | (4) | - | 4 | (266) | (266) |
| Dividends | - | - | - | (6,970) | (6,970) |
| Loss for the year | - | - | - | (5,550) | (5,550) |
| As at 31 March 2016 | 574 | 5,147 | 265 | 34,379** | 40,365 |
* Trail commission payable to financial advisors in the year.
** Of this amount £14,049,000 (2016: £20,949,000) is realised and distributable.
Balance Sheet
at 31 March 2017
| As at | As at | ||||
| 31 March 2017 | 31 March 2016 | ||||
| £'000 | £'000 | ||||
| Fixed assets | |||||
| Investments held at fair value through profit or loss | 40,463 | 37,738 | |||
| Current assets | |||||
| Debtors | 151 | 959 | |||
| Money market securities and other deposits | 838 | 1,773 | |||
| Cash | 790 | 62 | |||
| 1,779 | 2,794 | ||||
| Creditors | |||||
| Amounts falling due within one year | (83) | (167) | |||
| Net current assets | 1,696 | 2,627 | |||
| Net assets | 42,159 | 40,365 | |||
| Capital and reserves | |||||
| Called-up share capital | 574 | 574 | |||
| Share premium account | 5,112 | 5,147 | |||
| Capital redemption reserve | 265 | 265 | |||
| Profit and loss account | 36,208 | 34,379 | |||
| Equity shareholders' funds | 42,159 | 40,365 | |||
| Net asset value per share: | |||||
| Ordinary Share | 73.5p | 70.4p | |||
Cash Flow Statement
for the year ended 31 March 2017
| Year ended | Year ended | |
| 31 March 2017 | 31 March 2016 | |
| £'000 | £'000 | |
| Cash flow from operating activities | ||
| Investment income received | 553 | 563 |
| Dividends received from investments | 10 | 2,117 |
| Deposit and similar interest received | 4 | 24 |
| Investment management fees paid | (915) | (1,118) |
| Secretarial fees paid | (157) | (157) |
| Other cash payments | (284) | (379) |
| Net cash (outflow)/(inflow from operating activities and returns on investment | (789) | 1,050 |
| Returns on investment and servicing of finance | ||
| Purchase of unquoted investments | (189)) | (7,256) |
| Net proceeds on sale of investments | 357 | 717 |
| Net proceeds on deferred consideration | 509 | 7 |
| Net proceeds on liquidation of investments | - | 58 |
| Net capital inflow/(outflow) from financial investment | 677 | (6,474) |
| Equity dividends paid | - | (6,970) |
| Management of liquid resources | ||
| Movement in money market funds | 935 | 2,627 |
| 935 | 2,627 | |
| Financing | ||
| Proceeds of fund raising | - | 355 |
| Expenses of fund raising for previous years | (35) | (47) |
| Repurchase of own shares | (60) | (111) |
| Net cash (outflow)/inflow/inflow from financing activities | (95) | 197 |
| Net inflow /(outflow) of cash for the year | 728) | (9,570) |
| Reconciliation of net cash flow to movement in net funds | ||
| Increase /(decrease) in cash for the year | 728 | (9,570) |
| Net cash at start of year | 62 | 9,632 |
| Net cash at end of year | 790 | 62 |
| Analysis of changes in net debt | |||||
| At 1 April 2016 | Cash flow | At 31 March 2017 | |||
| £'000 | £'000 | £'000 | |||
| Cash and cash equivalents | 62 | 728 | 790 | ||
Notes to the accounts
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 2017, which were unmodified and did not contain any statements under S498(2) of Companies Act 2006 or S498(3) of Companies Act 2006, will be lodged with the Registrar of Companies. Statutory accounts for the year ended 31 March 2017 including an unmodified audit report and containing no statements under the Companies Act 2006 will be delivered to the Registrar of Companies in due course.
2. The disclosures in this announcement have been prepared on the basis of accounting policies set out in the statutory accounts of the Company for the year ended 31 March 2017. 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 £42,159,000 (2016: £40,365,000) and on 57,375,499 (2016: 57,375,499) Ordinary Shares, being the number of Ordinary Shares in issue at that date.
5. Return per share
| Year ended 31 March 2017 | Year ended 31 March 2016 | |
| Ordinary Shares | Ordinary Shares | |
| £'000 | £'000 | |
| Total return/(loss) after taxation | 1,831 | (5,550) |
| Total return/(loss) per share (note a) | 3.1p | (9.6)p |
| Revenue (loss)/return from ordinary activities after taxation | (270) | 1,792 |
| Revenue (loss)/return per share (note b) | (0.6)p | 3.1p |
| Capital return/(loss) from ordinary activities after taxation | 2,101 | (7,342) |
| Capital return/(loss) per share (note c) | 3.7p | (12.7)p |
| Weighted average number of shares in issue in the year* | 57,375,499 | 57,567,321 |
* The weighted average number of shares in 2016 has been adjusted to take account of the O and C Share fund merger on 10 August 2015.
Notes:
a) Total return/(loss) per share is total return after taxation divided by the weighted average number of shares in issue during the year.
b) Revenue (loss)/return per share is revenue return after taxation divided by the weighted average number of shares in issue during the year.
c) Capital return/(loss) 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 28 September 2017 at 10.00am at the offices of Foresight Group in London. Details can be found on page 66 of the Annual Report and Accounts.
Prior to the formal business of the Annual General Meeting, Foresight Group, the investment Manager and two investee companies will give presentations between 10.00am and 10.30am.
7. Income
| Year ended 31 March 2017 | Year ended 31 March 2016 | ||
| £'000 | £'000 | ||
| Loan stock interest | 368 | 428 | |
| Dividends receivable | 11 | 2,117 | |
| Overseas based Open Ended Investment Companies ("OEICS") | 4 | 24 | |
| Bank deposits | - | 1 | |
| 383 | 2,570 | ||
8. Investments held at fair value through profit or loss
| Year ended 31 March 2017 | Year ended 31 March 2016 | ||
| £'000 | £'000 | ||
| Quoted investments | 143 | 282 | |
| Unquoted investments | 40,320 | 37,456 | |
| 40,463 | 37,738 | ||
| Quoted | Unquoted | Total | |
| £'000 | £'000 | £'000 | |
| Book cost at 1 April 2016 | 827 | 27,438 | 28,265 |
| Investment holding (losses)/gains | (545) | 10,018 | 9,473 |
| Valuation at 1 April 2016 | 282 | 37,456 | 37,738 |
| Movements in the year: | |||
| Purchases at cost | - | 189 | 189 |
| Disposal proceeds ** | (112) | (139) | (251) |
| Realised losses* | (264) | (6,168) | (6,432) |
| Investment holding gains * | 237 | 8,982 | 9,219 |
| Valuation at 31 March 2017 | 143 | 40,320 | 40,463 |
| Book cost at 31 March 2017 | 451 | 21,320 | 21,771 |
| Investment holding (losses)/gains | (308) | 19,000 | 18,692 |
| Valuation at 31 March 2017 | 143 | 40,320 | 40,463 |
* Realised losses in the income statement includes £509,000 realised gains in relation to deferred consideration received during the year, and £18,000 realised loss in relation to deferred consideration which was written off during the year. Both were recognised within investment holding gains in the income statement up until the point of receipt / write off.
** Net proceeds in the cash flow statement includes £106,000 received during the current year which was recognised as a debtor in 2016
9. Transactions with the Manager
Foresight Group, which acts as investment manager to the Company in respect of its investments earned fees of £915,000 during the year (2016: £1,118,000).
Foresight Fund Managers Limited, Company Secretary, received fees of £157,000 (2016: £157,000) 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 £3,000 due to (2016: £1,000 due from) Foresight Group and £nil (2016: £nil) due to Foresight Fund Managers Limited. No amounts have been written off in the year in
respect of debts due to or from related parties.