Eclipse VCT 4 plc Final Results 12 November 2008 Eclipse VCT 4 plc (the "Company"), managed by Octopus Investments Limited, today announces the final results for the year ended 31 August 2008. These results were approved by the Board of Directors on 12 November 2008. You may view the Annual Report in full at www.octopusinvestments.com and navigating to the VCT Annual and Interim Reports under the 'Learn More' section. About Eclipse VCT 4 plc Eclipse VCT 4 plc ("Eclipse 4" or "Company") is a venture capital trust ("VCT") which aims to provide shareholders with attractive tax-free dividends and long-term capital growth, by investing in a diverse portfolio of unquoted and AIM-quoted companies. The Company is managed by Octopus Investments Limited ("Octopus" or "Manager"). Eclipse 4 was launched in August 2005 and raised approximately £29.1 million (£28.7 million net of expenses) through an offer for subscription. The Company co-invests with other funds managed by Octopus. This allows Eclipse 4 to invest in a wider range of opportunities and in larger and more developed companies than are typically available to a single VCT. Financial Highlights +-------------------------------------------------------------------+ | | Year to 31 | Year to 31 | | | August 2008 | August 2007 | |---------------------------------------+-------------+-------------| | | | | |---------------------------------------+-------------+-------------| | Net assets (£'000s) | 22,994 | 29,815 | |---------------------------------------+-------------+-------------| | Net (loss)/return after tax (£'000s) | (6,056) | 1,805 | |---------------------------------------+-------------+-------------| | Net asset value per share ("NAV") | 78.0p | 101.1p | |---------------------------------------+-------------+-------------| | Dividends paid and proposed relating | | | | to the year | 2.5p | 2.2p | |---------------------------------------+-------------+-------------| | Cumulative dividends since launch - | | | | paid and proposed | 4.7p | 0.7p | +-------------------------------------------------------------------+ The table below shows the NAV per share and lists the dividends that have been paid since the launch of Eclipse 4: +-------------------------------------------------------------------+ | | | Dividends paid | NAV + cumulative | | Period Ended | NAV | in period* | dividends | |------------------+--------+----------------+----------------------| | 28 February 2006 | 94.9p | - | 94.9p | |------------------+--------+----------------+----------------------| | 31 August 2006 | 95.7p | - | 95.7p | |------------------+--------+----------------+----------------------| | 28 February 2007 | 103.0p | 0.7p | 103.7p | |------------------+--------+----------------+----------------------| | 31 August 2007 | 101.1p | - | 101.8p | |------------------+--------+----------------+----------------------| | 29 February 2008 | 94.1p | 1.5p | 96.3p | |------------------+--------+----------------+----------------------| | 31 August 2008 | 78.0p | 1.0p | 81.2p | +-------------------------------------------------------------------+ *Please note, dividends stated are dividends which have been paid in that period Chairman's Statement I am pleased to present the annual results for the year to 31 August 2008. In the year to 31 August 2008, the total return to shareholders (being the change in the net asset value per share or NAV, added to dividends paid out to shareholders) was -20.2%, falling from 101.8p to 81.2p. In comparison, the FTSE AIM All Share index fell 12.0% and the FTSE Small Cap index fell 31.6% over the same period. In the current economic environment, there has been a significant decline in asset values overall. This reflects a generally cautious view of the valuations of unquoted investments. Since the year end, the AIM market has continued to fall. This has affected the Fund's AIM portfolio which has also fallen in value. We expect to see a recovery in the Fund's NAV when stability returns to the financial markets, though this may be some time. The Fund has, however, fulfilled the requirement for VCTs to be 70% invested at the end of the third accounting period. It is not required to invest further funds in the short term. Consequently at the year end, cash accounted for over 27% of the Fund's net asset value meaning the fund is well placed to take advantage of excellent investment opportunities inherent in the current environment. Further details of investments made and the investment strategy can be found in the Investment Manager's Review which includes a review of the performance of investments. The Board's strategy is to maintain an appropriate level of liquidity in the balance sheet to achieve four aims: * to take advantage of new investment opportunities as they arise; * to support further investment in existing portfolio companies if required; * to assist liquidity in the shares through the buy back facility; and * to support a consistent dividend flow. Given the Board's desire to pay a consistent dividend flow, a final dividend of 1.5p per share has been proposed. Subject to shareholder approval at the annual general meeting, this dividend will be paid on 5 January 2009 to those shareholders on the register on 5 December 2008. This will take dividends for the year ended 31 August 2008 to 2.5p per share. Investment Portfolio The year, particularly the latter half, has been challenging for many businesses, with the impact of the credit crunch being followed by a worsening of the economic environment. Inevitably this has had an impact on the portfolio, particularly reducing company valuations. During the year, ten new investments were made and three investments were fully disposed of. New investments totalled £9.9 million in seven unquoted and three AIM-quoted companies. There were also a number of follow-on investments. A disposal of Gyro International Limited led to crystallising a profit of £619,000. Unfortunately this was more than offset by the realised loss on the disposal of NPI Media Group Limited of £986,000. In addition, as well as the losses on AIM listed companies, it is particularly disappointing to report the full write down in value of our investments in Adrenalin Design Limited and The Grill Group Limited. In both cases the businesses had suffered from falling sales and, with the expectation of continuing market weakness, it was not considered prudent to invest further funds. Experience of previous recessionary periods shows that further financial support for existing investments has to be considered very carefully, and is dependent on having a strong business model and exceptional management team. Whilst valuations across the portfolio have been carefully evaluated, several investments have made significant underlying progress during the period, including Audio Visual Machines Limited, Promotion Space Limited, Hydrobolt Limited and SweetCred Holdings Limited. In the longer term these should lead to positive returns, allowing for the payment of more significant dividends. Further details about the portfolio, including new investments and realisations can be found in the Investment Manager's Review on pages 6 to 14. Change of Name With a wide range of Octopus funds now under management, it is considered appropriate that the name of the Company should reflect the name of Octopus so as to avoid confusion in the marketplace. Therefore it is proposed to change the name of the Company to Octopus Eclipse VCT 4 plc. It should be made clear to shareholders, however, that current directors will remain in office and their independence from Octopus is in no way affected. VAT on Management Fees The Government has announced that VCTs will be exempt from paying VAT on investment management fees with effect from 1 October 2008. This follows a European Court of Justice judgement against the Government in a case relating to VAT payable by investment trusts. It is becoming more certain that a VAT repayment will be obtained for VAT paid on management fees for the last three years. However, the extent and timing of repayments is not yet known. We will follow developments with the help of our advisers. The saving in VAT for the 2008/2009 year should amount to around £83,000. Share Buy-backs At the date of publication, the Company's mid market share price stood at 53p compared to the previously published NAV of 89.9p and the NAV at 31 August 2008 of 78.0p. Whilst the Board, where possible, endeavours to offer a buy-back facility at around a 10% discount to the prevailing NAV, reflecting the economic environment at that time, we hope that as our Fund demonstrates its ability to deliver sustained growth and regular dividends in the future, its discount to NAV will narrow and a more active secondary market will develop. Details of shares issued and bought back in the year can be found in the Directors' Report commencing on page 19. VCT Qualifying Status PricewaterhouseCoopers LLP provides the Board and Investment Manager with advice concerning ongoing compliance with Her Majesty's Revenue & Customs ("HMRC") rules and regulations concerning VCTs. The Board has been advised that Eclipse VCT 4 plc is in compliance with the conditions laid down by HMRC for maintaining approval as a VCT. A key requirement now is to maintain the required 70% qualifying investment level, particularly at a time when we are successfully realising some of our investments and new deal flow is not as great as it has been over the last few years. As at 31 August 2008 over 76% of the portfolio (as measured by HMRC rules) was invested in VCT qualifying investments. Outlook In what has been a difficult period for stock markets generally, and smaller companies in particular, your Board continues to seek a balanced portfolio of investments in smaller, developing companies. The portfolio should provide attractive returns to investors with a medium to long-term horizon. The investment strategy for Eclipse 4 remains focused on the delivery of absolute returns and a regular tax-free dividend stream for investors. Whilst both the unquoted and quoted investment portfolios will not be immune to the wider impact of the credit crunch, the Board does consider that the portfolio as a whole is well positioned to benefit from any improvement in the overall financial climate. Greg Melgaard Chairman 12 November 2008 Investment Manager's Review Personal Service At Octopus, we have a dual focus on managing your investments and keeping you informed throughout the investment process. We are committed to providing our investors with regular and open communication. Our updates are designed to keep you involved about the progress of your investment. During this time of economic upheaval, we consider it particularly important to be in contact with our investors. We are working hard to manage your money in the current climate. We share your goal to make money from your investment, as our money is invested alongside yours. If you have any questions about this review, or if it would help to speak to one of the fund managers, please do not hesitate to contact us on 0800 316 2347. Portfolio Review The performance of the Fund over the last year has been mixed. The overall performance of the portfolio has been affected by that of the stock market and by the weak performance of some of the portfolio companies in adverse economic conditions. Despite the diversity of the unquoted portfolio across sectors, some companies have been impacted by the slowing economy. The Fund sold its investment in Gyro International Limited, crystallising a profit of £619,000. However, this was more than offset by the realised loss on the disposal of NPI Media Group Limited of £986,000. So a loss of £387,000 was crystallised during the year from the disposal of unquoted investments. Furthermore we have written down the value of a number of the companies. In particular it is disappointing to report the full write down of the investments in Adrenalin Design Limited and The Grill Group Limited. These companies both operated in the mid-market consumer sector and experienced severe declines in sales levels. In the circumstances it was not considered appropriate to support either business further. Meanwhile the AIM portfolio, whilst only accounting for around 13% of the investment portfolio by value, has impacted the NAV negatively by around 9p per share. A modest profit of £63,000 was successfully crystallised during the period. Price falls in smaller quoted companies have been severe due to lack of liquidity in some of the stocks. Price falls on the whole reflect market de-ratings rather than stock-specific issues. Portfolio Review Valuation write downs have also been made on a number of unquoted investments where company performance is behind forecast plan. The approach taken to portfolio valuations may be viewed as prudent, and we have been cautious in the current environment about writing up investment values, even where demonstrable progress has been made by the investee company. However, the valuation of the investments is in accordance with the policy stated on page 42 and the valuations represent the fair value of the investments at 31 August 2008. Octopus actively works with all unquoted investee companies to ensure value will be added in due course. Outlook Whilst the economic outlook remains a concern, a majority of the companies in the fund portfolios, in particular the AIM portfolio, are established, profitable companies. Furthermore, many of the investments are engaged in business activities that have demonstrated robust pricing power and will not be reliant on the ebb and flow of the wider economy. With this in mind, whilst there are undoubtedly short term challenges ahead, we remain confident about the longer term prospects of the underlying holdings within the portfolios. A summary of all disposals, new investments and existing portfolio revaluations is set out below. Investment Portfolio +----------------------------------------------------------------------------------------------------------------+ | | | | | | | Carrying| | | | | | | | | | | | value at| | | | | |Unquoted | |Investment| | Unrealised| |31 August| | % equity| | % equity held by all| |Qualifying | | at cost| |profit/(loss)| | 2008| | held by| | funds managed by| |Investments |Sector | (£'000)| | (£'000)| | (£'000)| |Eclipse 4| | Octopus| |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Promotion Space |Media & Marketing | 1,678| | -| | 1,678| | 12.3%| | 38.0%| |Limited |Services | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Sweet Cred |Consumer Products | 1,677| | -| | 1,677| | 7.7%| | 24.5%| |Holdings Limited| | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |The History |Publishing | 1,672| | -| | 1,672| | 15.2%| | 60.0%| |Press Limited | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Hydrobolt |Engineering & | 1,408| | -| | 1,408| | 16.3%| | 48.1%| |Limited |Machinery | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |CSL DualCom |Technology & | 1,168| | 184| | 1,352| | 11.5%| | 45.8%| |Limited |Telecommunications| | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Bruce Dunlop & |Media & Marketing | 1,250| | -| | 1,250| | 9.4%| | 33.4%| |Associates |Services | | | | | | | | | | |Limited | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Vulcan Services |Engineering & | 1,000| | -| | 1,000| | 24.5%| | 49.0%| |Limited |Machinery | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Tristar |Transport Services| 1,000| | -| | 1,000| | 10.0%| | 35.0%| |Worldwide | | | | | | | | | | | |Limited | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Audio Visual |Technology & | 711| | 217| | 928| | 10.8%| | 43.1%| |Machines Limited|Telecommunications| | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |T4 Holdings |Media & Marketing | 1,000| | (347)| | 653| | 11.1%| | 41.7%| |Limited |Services | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Lilestone |General Retail | 375| | -| | 375| | 2.7%| | 23.4%| |Holdings Limited| | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Perfect Pizza |Leisure & Hotels | 372| | -| | 372| | 4.9%| | 34.3%| |Limited | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |The Capital Pub |Leisure & Hotels | 200| | (44)| | 156| | 1.2%| | 8.2%| |Company 2 plc | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Blanc Brasseries|Leisure & Hotels | 55| | (28)| | 27| | 0.7%| | 3.3%| |Holdings plc | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |The Grill Group |Leisure & Hotels | 2,175| | (2,175)| | -| | 15.9%| | 51.6%| |Limited | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Adrenalin Design|General Retail | 947| | (947)| | -| | 11.0%| | 42.9%| |Limited | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Red-M Group |Technology & | 241| | (241)| | -| | 3.6%| | 9.3%| |Limited |Telecommunications| | | | | | | | | | |-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Total unquoted qualifying | 16,929| | (3,381)| | 13,548| | | | | |investments | | | | | | | | | | |-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| | | | | | | | Carrying| | | | | | | | | | | | value at| | | | | |AIM-quoted | |Investment| | Unrealised| |31 August| | % equity| | % equity held by all| |Qualifying | | at cost| |profit/(loss)| | 2008| | held by| | funds managed by| |Investments | Sector| (£'000)| | (£'000)| | (£'000)| |Eclipse 4| | Octopus| |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Hexagon Human |Support Services | 677| | (154)| | 523| | 2.6%| | 16.3%| |Capital plc | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |CBG Group plc |General Financial | 381| | 51| | 432| | 1.9%| | 13.9%| |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Plastics Capital|Engineering & | 500| | (160)| | 340| | 1.9%| | 17.9%| |plc |Machinery | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Hasgrove plc |Media & Marketing | 400| | (77)| | 323| | 1.6%| | 7.7%| | |Services | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Pressure |Engineering & | 165| | 138| | 303| | 1.0%| | 10.9%| |Technologies plc|Machinery | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Healthcare |Support Services | 100| | 118| | 218| | 0.2%| | 2.6%| |Locums plc | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Brulines |Support Services | 148| | 44| | 192| | 0.5%| | 5.5%| |(Holdings) plc | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Northern Bear |Construction & | 299| | (151)| | 148| | 1.1%| | 7.6%| |plc |Materials | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Concateno plc |Support Services | 85| | 63| | 148| | 0.1%| | 0.9%| |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Cohort plc |Engineering & | 68| | 45| | 113| | 0.1%| | 2.4%| | |Machinery | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Vertu Motors plc|General Retail | 250| | (142)| | 108| | 0.4%| | 7.7%| |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Cantono plc |Technology & | 420| | (353)| | 67| | 1.4%| | 9.8%| | |Telecommunications| | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Optimisa plc |Media & Marketing | 195| | (146)| | 49| | 1.0%| | 14.1%| | |Services | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Tanfield Group |Engineering & | 130| | (82)| | 48| | 0.2%| | 3.0%| |plc |Machinery | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Invocas plc |General Financial | 40| | (11)| | 29| | 0.1%| | 1.2%| |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Myhome |Support Services | 350| | (327)| | 23| | 0.8%| | 6.2%| |International | | | | | | | | | | | |plc | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Autoclenz plc |Support Services | 125| | (102)| | 23| | 1.0%| | 12.7%| |-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Total AIM-quoted qualifying | 4,333| | (1,246)| | 3,087| | | | | |investments | | | | | | | | | | |-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Non-qualifying AIM-quoted | 20| | (11)| | 9| | | | | |investments | | | | | | | | | | |-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Non-qualifying unquoted investments| 2| | -| | 2| | | | | |-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Total non-qualifying investments | 22| | (11)| | 11| | | | | |-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Fixed income | | 6,255| | (41)| | 6,214| | | | | |securities | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Total | | 27,539| | (4,679)| | 22,860| | | | | |investments | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Net current | | -| | -| | 134| | | | | |assets | | | | | | | | | | | |----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------| |Total net assets| | | | | | 22,994| | | | | +----------------------------------------------------------------------------------------------------------------+ Please refer to notes 10 & 11 in the Notes to the Financial Statements to provide clarity on the unrealised gain carried forward Review of Investments At 31 August 2008, the Eclipse 4 qualifying portfolio comprised investments in 17 unquoted and 17 AIM-quoted companies. The unquoted investments are in ordinary shares with full voting rights as well as loan notes and other securities. The AIM-quoted investments are in ordinary shares, also with full voting rights. Quoted and unquoted investments are valued in accordance with the accounting policy set out on page 42, which takes account of current industry guidelines for the valuation of venture capital portfolios. Provision against cost is made where an unlisted investment is under-performing significantly, and unlisted investments are not normally revalued upwards within 12 months of acquisition. Disposals During the period, three investments were fully disposed of; Gyro International Limited, NPI Media Group Limited and BBI Holdings plc. Gyro was particularly successful, crystallising a profit of £619,000 for the Fund and returning a 67% IRR. We exited from BBI Holdings plc following an agreed bid for the company at a 99.4% premium to the original book cost. As noted above the Fund suffered the full loss of its investment in Adrenalin Design totaling £947,000, which was placed into administration. Every effort was made to save this investment or recover some value through a sale. However the funds required to secure the company were too high to make this option viable and the ability to sell the business at a reasonable value was limited by current market conditions. As previously disclosed in the interim accounts, NPI Media Limited was disposed of at a loss to a new vehicle, The History Press Limited, in December 2007. Eclipse 4 invested £1.6 million, as part of a £6.1 million investment by Octopus funds, into the new vehicle, set up to acquire NPI through a restructuring process. NPI had performed poorly since the initial investment and had been particularly impacted by its printing operations. Through the restructuring process, initiated by Octopus, The History Press only acquired the publishing assets from NPI and we believe that this will make a more robust and exciting investment for the future. Through the new investment, Eclipse 4 realised just under half its original investment in NPI, the balance being written off. A summary of these realisations is shown below: +--------------------------------------------------------------------+ | | | Cost of| | | | | Initial| investment|Proceeds of| Total| | | investment| realised| investment|gain/(loss)| |Realisations | date| (£'000)| (£'000)| (£'000)| |---------------+------------+---------------+-----------+-----------| |Gyro | | | | | |International | | | | | |Limited |October 2006| 704| 1,323| 619| |---------------+------------+---------------+-----------+-----------| |BBI Holdings | | | | | |plc | May 2006| 64| 127| 63| |---------------+------------+---------------+-----------+-----------| |NPI Media Group| | | | | |Limited |January 2007| 1,898| 912| (986)| |---------------+------------+---------------+-----------+-----------| | | | 2,666| 2,362| (304)| +--------------------------------------------------------------------+ New Investments During the last twelve months, a number of opportunities available in both the unquoted and AIM-quoted markets led to Eclipse making ten new investments and several follow on investments. Details of the new investments are set-out below: Unquoted investments The Grill Group Limited Investment date: September 2007 Cost: £2,175,000 (ordinary shares and loan notes) Valuation: £nil The Grill Group had three restaurant brands: Smollensky's, with nine Bar & Grill and Burgershack sites in London, and the Le Frog Bistros and Pastiche with eight restaurants in the North West and Midlands. In September 2007, Octopus committed £6 million to fund the acquisition of the Smollensky's chain of restaurants by The Shire Group which owned the Le Frog Bistros and Pastiche chains. The investment strategy included the operational turnaround of Smollensky's, followed by the roll-out of the Smollensky's and Le Frog restaurant brands. Whilst considerable progress was made in the period from investment, performance ran well behind plan as the business felt the impact of the consumer downturn. A decision was taken not to invest further funds and we have therefore taken a full impairment to the value as the company has been placed in administration. The History Press Limited Investment date: December 2007 Cost: £1,672,000 (ordinary shares and loan notes) Valuation: £1,672,000 The History Press was incorporated in order to buy the assets of NPI Media Limited which had been placed into administration. It is the UK market leading publisher of distinctive 'local interest' history books. The company is based in Stroud with subsidiary operations in France, Germany, and the US. Further information can be found at the company's website www.thehistorypress.co.uk Bruce Dunlop Associates Limited Investment date: December 2007 Cost: £1,250,000 (ordinary shares and loan notes) Valuation: £1,250,000 Bruce Dunlop Associates provides promotion and design services to broadcasters and advertisers worldwide and also creates brand films and internal communications for leading UK corporations, including Hallmark, Barclays, Discovery and Sony. The company operates from offices in London, Munich, Dubai, Singapore and Sydney. Revenues have grown against the prior year and the management team has been strengthened by the appointment of a new Chairman, introduced by Octopus. The company has recently made a small acquisition of Jago Design Limited. Jago has a strong international reputation for set design, particularly in news sets and there is the potential for cross marketing BDA/Jago services to the respective broadcaster client basis. Further information can be found at the company's website www.brucedunlop.com Tristar Worldwide Limited Investment date: January 2008 Cost: £1,000,000 (ordinary shares and loan notes) Valuation: £1,000,000 Tristar is one of the world's leading chauffeur companies, carrying over 400,000 passengers for 400 clients in 2007 alone. The business operates in 44 countries with its own vehicles in the UK and a rapidly expanding service in the US. It has a blue chip customer base which includes Virgin, Emirates, BP, Goldman Sachs and Merrill Lynch. In the year to May 2008, the business achieved EBITA before deal costs of £2.2m, 36% up on prior year. Further information can be found at the company's website www.tristarworldwide.com Hydrobolt Limited Investment date: April 2008 Cost: £1,408,000 (ordinary shares and loan notes) Valuation: £1,408,000 Eclipse 4 invested in the management buy-out of Hydrobolt Limited in April 2008 as part of a £3.5 million investment across all the Eclipse funds. Hydrobolt is a specialist manufacturer of high integrity fasteners for the oil & gas and energy sectors. The business has progressed well since investment, with year to date sales over 20% ahead of prior year. Further information can be found at the company's website www.hydrobolt.co.uk Vulcan Services Limited Investment date: August 2008 Cost: £1,000,000 (ordinary shares and loan notes) Valuation: £1,000,000 Eclipse 4 has invested in an acquisition vehicle it has formed with an experienced manager to jointly seek strategic acquisitions in the fast growing oil and gas services sector. This is a sector in which Octopus has identified a number of highly profitable, fast growing, niche manufacturing businesses, which benefits from above average oil prices. The management partner in this venture has a track record of identifying successful investments in the sector and currently sits on the board of another Octopus investment called Hydrobolt Limited. Octopus expects to complete the first acquisition in the next six to twelve months. Lilestone Holdings Limited Investment date: August 2008 Cost: £375,000 (ordinary shares and loan notes) Valuation: £375,000 Eclipse 4 invested £375,000 in Lilestone Holdings (the owner of the Myla brand of lingerie) in August 2008. The business remains in the investment phase and has ambitious plans for international growth. Myla has opened a new store in Canary Wharf and a further outlet in the new Westfield shopping centre in West London. In addition the company has plans to extend space in some of the existing concessions and has launched a new internet offering in the US. Further information can be found at the company's website www.myla.com In addition to the new investments noted above, the Company has made follow-on investments in another five of the unquoted portfolio companies as follows: * Sweet Cred Holdings Limited - In January 2008 Eclipse 4 invested an additional £677,000 to fund continued working capital growth. This amount was part of a further £2 million funding from Octopus Funds agreed at the time of the original investment and triggered by achievement of certain profit targets. * Promotion Space Limited - In April 2008 Eclipse 4 invested £951,000 as part of a £2.75 million round from Octopus managed Funds, to finance the acquisition of BrandSpace Limited. Together with the acquisition of Fitting Exposure in 2007, Promotion Space has now become the UK's leading arranger of promotional activities in UK shopping centres. * NPI Media Group Limited - From August 2007 Eclipse 4 made a series of further investments in NPI totalling £137,000, prior to the sale of the business to The History Press in December 2007. Further small follow on investments were also made during the year in CSL Dualcom and Adrenalin Design, in both cases to support the working capital needs of the company. AIM-quoted investments Optimisa plc Investment date: October 2007 Cost: £195,000 Valuation: £49,000 Optimisa plc provides market research and consultancy services. Recently Optimisa completed the earnings enhancing acquisition of EQ Group, a business operating in a similar sector. Historically Optimisa and EQ have competed for contracts and we expect the larger and more diversified group to exploit a number of synergies and cross selling opportunities. Further details of the company may be found at www.optimisaplc.com Plastics Capital plc Investment date: October 2007 Cost: £500,000 Valuation: £340,000 Plastics Capital was set up to build a group of niche plastics manufacturing companies, each with a strong market position and good cash generating characteristics. The group currently comprises three separate businesses with factories located in Knaresborough, Leicester, Dartford and Poole with an aggregate turnover in excess of £20 million. We expect Plastics Capital, which was valued at £19.2 million at the end of August 2008, to achieve a profit before tax of £4.3 million for the year ending March 2009. Further details of the company may be found at www.plasticscapital.com Myhome International plc Investment date: November 2007 Cost: £350,000 Valuation: £23,000 It is extremely disappointing to report that Myhome has commenced insolvency proceedings since the year end with the appointment of administrators. The group have experienced huge difficulties in the light of the credit crisis. Most significantly the ability of franchisees to finance the expansion of their operations was materially curtailed by the restrictive credit terms imposed by their banks. With the expansion of franchisee operations being key to the Myhome business model, the group's bank has since demanded the immediate repayment of their outstanding loan. We are disappointed at the bank's stance but acknowledge that it is symptomatic of the current nervousness within the banking sector and the sentiment towards smaller companies. Ten Largest Holdings Listed below are the ten largest investments by value as at 31 August 2008: Promotion Space Limited Based in Wilmslow, Cheshire, Promotion Space organises promotions, brand awareness campaigns, events and Retail Mobile Unit (RMU) provision in shopping centres across the UK. These activities allow shopping centres to commercialise their unused spaces and generate incremental income. The company also works for brands looking for high quality retail environments to promote their products through face to face marketing or brand awareness events. It has a blue chip customer base including Virgin Media, Sky, Barclaycard and npower. Octopus Private Equity has supported two acquisitions since investment into Promotion Space. The first was the acquisition of the UK's leading provider of changing room media, Fitting Exposure, which completed in November 2007. In April 2008, Promotion Space acquired its main competitor BrandSpace for an undisclosed sum, creating a clear market leader in the sector, with a strong national presence. Further details of the company may be found at www.promotion-space.com Initial investment date: April 2007 Cost: £1,678,000 Valuation: £1,678,000 Valuation basis: Cost Equity held: 12.3% Last audited accounts: 31 March 2008 Profit before interest & tax: £0.3 million Net assets: £4.5 million Sweet Cred Holdings Limited Sweet Cred sells a wide range of products which combine sweets with toys that are themed around the five cartoon characters in the SweetCred gang. The range is sold through distribution partners in Europe, the US and the Middle East. In the UK, distribution is through the main wholesalers and retail distribution through the major multiple retailers, motorway service stations and leading toyshop chains. In March 2007 Octopus committed £5 million to fund working capital relating to the orders pipeline. £3 million was drawn down at completion, and the balance of £2 million was invested on 31 January 2008 after the company had been able to demonstrate significant progress against its business plan. Current trading at Sweet Cred is strong, with increases in both new customer accounts as well as further revenue from existing customers. Sweet Cred products can be purchased in many of the UK's major confectionary retailers including Woolworths, Asda, Sainsbury, Morrisons, Martin McColls and Tesco. Further details of the company may be found at www.sweetcred.com Initial investment date: March 2007 Cost: £1,677,000 Valuation: £1,677,000 Valuation basis: Cost Equity held: 7.7% Last audited accounts: 31 December 2007 Profit before interest & tax: £0.08 million Net assets: £0.3 million The History Press Limited The History Press was incorporated in order to buy the assets of NPI Media Limited which had been placed in administration. It is the UK market leading publisher of distinctive 'local interest' history books. In December 2007 Eclipse invested £1.7 million, as part of a £6.15 million investment by Octopus funds, into a new vehicle, The History Press Limited, set up to acquire NPI through a restructuring process. NPI had performed poorly since the initial investment and had been particularly impacted by its printing operations. Through the restructuring process, initiated by Octopus, The History Press only acquired the publishing assets from NPI and we believe that this will make a more robust and exciting investment for the future. We have been pleased with the progress made by THP since its inception. A considerable amount of time has been put into the investment by Octopus, including strengthening the management team. The company has been through a number of reorganisation exercises, including the outsourcing of the warehouse and distribution facility. Despite challenging market conditions, the company is now in a much stronger position going forward. Further information can be found at the company's website www.thehistorypress.co.uk Initial investment date: December 2007 Cost: £1,672,000 Valuation: £1,672,000 Valuation basis: Cost Equity held: 15.2% Last audited accounts: N/A Hydrobolt Limited Eclipse 4 invested in the management buy-out of Hydrobolt Limited in April 2008 as part of £3.5 million investment across all the Eclipse funds. Hydrobolt is a specialist manufacturer of high integrity fasteners for the oil & gas and energy sectors. The business has progressed well since investment, with year to date sales over 20% ahead of prior year. Further information can be found at the company's website www.hydrobolt.co.uk Investment date: April 2008 Cost: £1,408,000 Valuation: £1,408,000 Valuation basis: Cost Equity held: 16.3% Last audited accounts: 31 December 2007 Profit before interest & tax: £2.7 million Net assets: £3.1 million CSL DualCom Limited CSL DualCom is the UK's leading supplier of dual path signalling devices, which link burglar alarms to the police or a private security firm. The devices communicate using a telephone line and a Vodafone wireless link. Vodafone has been a partner of CSL DualCom since 2000. The business has traded well in the last twelve months, launching 2 new GPRS products and supplementing its senior sales team with the result that monthly unit sales are at record levels and the business is continuing to drive market share gains. Although the reported PBIT has decreased in the year to March 2008 this is due to a change in the depreciation policy. There has been a small uplift in the carrying value of this investment in recognition of the progress the business has made since the initial investment. Further information can be found at the company's website www.csldual.com Initial investment date: June 2006 Cost: £1,168,000 Valuation: £1,352,000 Valuation basis: Earnings Equity held: 11.5% Last audited accounts: 31 March 2008 Profit before interest & tax: £0.2 million Net assets: £0.4 million Bruce Dunlop Associates Limited Bruce Dunlop Associates provides promotion and design services to broadcasters and advertisers worldwide and also creates brand films and internal communications for leading UK corporations, including Hallmark, Barclays, Discovery and Sony. The company operates from offices in London, Munich, Dubai, Singapore and Sydney. Revenues have grown against prior year and the management team has been strengthened by the appointment of a new Chairman, introduced by Octopus. The company has recently made a small acquisition of Jago Design Limited. Jago has a strong international reputation for set design, particularly in news sets and there is the potential for cross marketing BDA/Jago services to the respective broadcaster client basis. Further information can be found at the company's website www.brucedunlop.com Investment date: December 2007 Cost: £1,250,000 Valuation: £1,250,000 Valuation basis: Cost Equity held: 9.4% Last audited accounts: 31 June 2007 Profit before interest & tax: £1.1 million Net assets: £2.8 million Vulcan Services Limited Eclipse 4 has invested in an acquisition vehicle it has formed with an experienced manager to jointly seek strategic acquisitions in the fast growing oil and gas services sector. This is a sector in which Octopus has identified a number of highly profitable, fast growing, niche manufacturing businesses, which benefits from above average oil prices. The management partner in this venture has a track record of identifying successful investments in the sector and currently sits on the board of another Octopus investment called Hydrobolt Limited. Octopus expects to complete the first acquisition in the next six to twelve months. Investment date: August 2008 Cost: £1,000,000 Valuation: £1,000,000 Valuation basis: Cost Equity held: 24.5% Last audited accounts: n/a Tristar Worldwide Limited Tristar is one of the world's leading chauffeur companies, carrying over 400,000 passengers for 400 clients in 2007 alone. The business operates in 44 countries with its own vehicles in the UK and a rapidly expanding service in the US. It has a blue chip customer base which includes Virgin, Emirates, BP, Goldman Sachs and Merrill Lynch. In the year to May 2008, the business achieved EBITA before deal costs of £2.2m, 36% up on prior year. Further information can be found at the company's website www.tristarworldwide.com Investment date: January 2008 Cost: £1,000,000 Valuation: £1,000,000 Valuation basis: Cost Equity held: 10.0% Last audited accounts: 31 May 2008 Profit before interest & tax: £2.2 million Net assets: £2.7 million Audio Visual Machines Limited Audio Visual Machines is a leading audio visual systems integrator and service provider with a blue chip client base. It generates revenue from the installation of the AV system and from providing ongoing maintenance and support to its customers. We backed an MBO team in a buy and build strategy. The company has made three acquisitions since our investment, resulting in a proforma turnover for the year to June 2008 of £43 million. The latest acquisition results in a diversification into the Education and Public Sector markets, which we believe will be resilient in the current climate. Further information can be found at the company's website www.avmachines.com Initial investment date: September 2006 Cost: £711,000 Valuation: £928,000 Valuation basis: Earnings Equity held: 10.8% Last audited accounts: 30 June 2007 Profit before interest & tax: £1.0 million Net assets: £0.6 million T4 Holdings Limited London-based T4 Media is an innovative media company selling advertising space on ticket barriers in railway stations and car park barriers throughout the UK and Ireland. Advertisements placed on ticket machines and barriers enjoy a number of benefits. Most crucially, the advertisements are unavoidable to the consumer as they physically interact with the equipment achieving guaranteed impact. Viewership is also completely accountable as it is independently audited by the number of tickets inserted in the ticket readers. Trading in the first year following investment was behind plan, resulting in a valuation impairment. Recent trading and order levels have been encouraging. Further information can be found at the company's website www.t4media.com Investment date: September 2007 Cost: £1,000,000 (ordinary shares and loan notes) Valuation: £653,000 Valuation basis: Earnings Equity held: 11.4% Last audited accounts: 30 June 2007 Profit before interest & tax: £1.0 million Net assets: £0.6 million If you have any questions on any aspect of your investment, please call one of the team on 020 7710 2800. Simon Rogerson Chief Executive Directors' Responsibility Statement The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare financial statements in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: * select suitable accounting policies and then apply them consistently; * make judgements and estimates that are reasonable and prudent; * state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and * prepare financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors confirm that to the best of their knowledge the financial statements for the year ended 31 August 2008 comply with the requirements set out above and that suitable accounting policies, consistently applied and supported by reasonable and prudent judgement, have been used in their preparation. They also confirm that the annual report includes a fair review of the development and performance of the business together with a description of the principal risks and uncertainties faced by the Company. The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable law and regulations, the Directors are responsible for preparing a Directors' Report (including Business Review), Directors' Remuneration Report and Corporate Governance Statement which comply with that law and those regulations. In so far as the Directors are aware: * there is no relevant audit information of which the Company's auditor is unaware; and * the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. The Company's financial statements are published on the Octopus Investments website. The investment manager is responsible for the maintenance and integrity of the corporate and financial information set out on their website, and not this is not the responsibility of the Company. The work carried out by Grant Thornton UK LLP as independent auditor of the Company does not involve consideration of the maintenance and integrity of the website and accordingly they accept no responsibility for any changes that have occurred to the financial statements since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions. To the best of my knowledge: * the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and * the management report includes a fair review of the development and performance of the business and the provision of the Company, together with a description of the principal risks and uncertainties that it faces. On Behalf of the Board Greg Melgaard Chairman 12 November 2008 Profit and Loss Account Year to 31 August 2008 Revenue Capital Total Notes £'000 £'000 £'000 Gain on disposal of fixed asset investments 10 - 222 222 Gain on disposal of current asset investments 11 - 135 135 Loss on valuation of fixed asset investments 10 - (5,949) (5,949) Loss on valuation of current asset investments 11 - (45) (45) Other income 2 601 - 601 Investment management fees 3 (176) (529) (705) Other expenses 4 (315) - (315) Profit/(loss) on ordinary activities before tax 110 (6,166) (6,056) Taxation on profit/(loss) on ordinary activities 6 - - - Profit/(loss) on ordinary activities after tax 110 (6,166) (6,056) Earnings/(loss) per share - basic and diluted 8 0.4p (20.9)p (20.5)p * the 'Total' column of this statement is the profit and loss account of the Company; the supplementary revenue return and capital return columns have been prepared under guidance published by the Association of Investment Companies. * all revenue and capital items in the above statement derive from continuing operations * the accompanying notes are an integral part of the financial statements * the Company has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds The Company has no recognised gains or losses other than the results for the year as set out above. Profit and Loss Account Year to 31 August 2007 Revenue Capital Total Notes £'000 £'000 £'000 Gain on disposal of fixed asset investments - 940 940 Loss on disposal of current asset investments - (14) (14) Gain on valuation of fixed asset investments - 728 728 Gain on valuation of current asset investments - 95 95 Other income 2 948 - 948 Investment management fees 3 (166) (499) (665) Other expenses 4 (194) - (194) Profit on ordinary activities before tax 588 1,250 1,838 Taxation on profit on ordinary activities 6 (33) - (33) Profit on ordinary activities after tax 555 1,250 1,805 Earnings per share - basic and diluted 8 1.9p 4.2p 6.1p * the 'Total' column of this statement is the profit and loss account of the Company; the supplementary revenue return and capital return columns have been prepared under guidance published by the Association of Investment Companies * all revenue and capital items in the above statement derive from continuing operations * the accompanying notes are an integral part of the financial statements * the Company has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds The Company has no recognised gains or losses other than the results for the year as set out above. Note of Historical Cost Profits and Losses Year ended Year ended 31 August 2008 31 August 2007 £'000 £'000 (Loss)/profit on ordinary activities (6,056) 1,838 before taxation Unrealised loss/(gain) on valuation 5,995 (823) of investments Realisation of prior years' net (518) 138 unrealised gains on investment Historical cost (loss)/profit on (579) 1,153 ordinary activities before taxation Historical cost (loss)/profit on (579) 1,120 ordinary activities after taxation Reconciliation of Movements in Shareholders' Funds Year ended Year ended 31 August 2008 31 August 2007 £'000 £'000 Shareholders' funds at start of year 29,815 28,247 (Loss)/profit on ordinary activities (6,056) after tax 1,805 Cancellation of own shares (28) (30) Dividends paid (737) (207) Balance as at end of year 22,994 29,815 Balance Sheet As at 31 August As at 31 August 2008 2007 Notes £'000 £'000 £'000 £'000 Fixed asset investments 10 16,646 12,535 Current assets: Investments 11 6,214 17,079 Debtors 12 208 238 Cash at bank 53 42 6,475 17,359 Creditors: amounts falling due within one year 13 (127) (79) Net
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