FF&P VENTURE FUNDS PCC LIMITED Interim Report and Unaudited Consolidated Financial Statements For the six month period ended 30 September 2014 FF&P VENTURE FUNDS PCC LIMITED Financial Statements for the period ended 30 September 2014 Contents Page Directors and Administration 2 Statement of Directors' Responsibilities 3 Investment Adviser's Report 4 - 9 Investment Portfolio Statement - (Cell I) 10 Investment Portfolio Statement - (Cell II) 11 - 12 Investment Portfolio Statement - (Cell III) 13 Investment Portfolio Statement - (Cell IV) 14 Investment Portfolio Statement - (Cell V) 15 Investment Portfolio Statement - (Cell VI) 16 Investment Portfolio Statement - (Cell VII) 17 Investment Portfolio Statement - (Cell VIII) 18 Investment Portfolio Statement - FF&P Venture Funds Subsidiary Limited 19 Consolidated Statement of Total Return 20 - 21 Consolidated Statement of Movements in Equity Shareholders' Funds 22 - 23 Consolidated Balance Sheet 24 - 25 Consolidated Cash Flow Statement 26 Notes to the Financial Statements 27 - 43 FF&P VENTURE FUNDS PCC LIMITED Page 2 Directors and Administration Directors: Richard Crowder (Chairman)* Rupert Evans Lewis Grant* All of the current directors are non-executive. With the exception of Richard Crowder, all directors are members of the Audit Committee. * Independent directors Registered Office: 11 New Street St Peter Port Guernsey, GY1 2PF Manager: FF&P Asset Management (Guernsey) Limited 11 New Street St Peter Port Guernsey, GY1 2PF Investment Adviser: FF&P Asset Management Limited 15 Suffolk Street London, SW1Y 4HG Custodian and Banker: Butterfield Bank (Guernsey) Limited Regency Court Glategny Esplanade St Peter Port Guernsey, GY1 3AP Administrator, Secretary and Orangefield Legis Fund Services Limited (foremerly Legis Fund Services Limited) Registrar of the Company: 11 New Street St Peter Port Guernsey, GY1 2PF Independent Auditors: PricewaterhouseCoopers CI LLP Royal Bank Place 1 Glategny Esplanade St Peter Port Guernsey, GY1 4ND Legal Advisers: As to Guernsey Law: As to English Law: Mourant Ozannes Slaughter & May 1 Le Marchant Street 1 Bunhill Row St Peter Port London The scheme particulars, the statues andGuernsey, the annual GY1 4HPand half-yearly reports are obtainableUnited Kingdom, free of EC1Y charge 8YY from the Representative FF&P VENTURE FUNDS PCC LIMITED Page 3 Statements of directors' responsibilities The directors are responsible for preparing the financial statements for each financial period which give a true and fair view of the state of affairs of the Company as at the end of the financial period and of the profit or loss for that period in accordance with applicable Guernsey Law and United Kingdom Accounting Standards. In preparing these financial statements, the directors are required to: * select suitable accounting policies and apply them consistently; * make judgements and estimates that are reasonable and prudent; * state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and * prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors confirm that they have complied with the above requirements in preparing the financial statements. The directors are responsible for keeping proper accounting records which 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 (Guernsey) Law, 2008. 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. FF&P VENTURE FUNDS PCC LIMITED Page 4 INVESTMENT ADVISOR’S REVIEW OF THE PERIOD 1 APRIL 2014 TO 30 SEPTEMBER 2014 INVESTMENT OBJECTIVE Cells I, II and IV The aim of these Funds is to achieve long-term capital appreciation by investing in a diversified portfolio of Venture Capital, Leverage Buyout (LBO) and Opportunistic unquoted funds. Venture Funds I is closed and consists of funds which were largely formed in 2001, 2002 and 2003. Venture Funds I was restructured in November 2007 into Cell I (Portfolio I) and Cell I (Portfolio II). Cell I (Portfolio I) investors elected not to roll their outstanding commitment to the original Cell I programme into the current investment programme, FF&P Venture Funds PCC Limited Cell IV. Cell I (Portfolio II) investors elected to roll their outstanding commitment into Cell IV. Therefore Cell I (Portfolio II) investors have exposure to both the original Cell I and the current Cell IV investment programmes. Venture Funds II consists primarily of funds formed in 2004, 2005 and 2006. Cell IV’s exposure consists of funds primarily formed in 2007, 2008 and 2009. Cell IV invests into underlying funds via FF&P Venture Funds PCC Subsidiary Limited (“the Subsidiary”). At 31 March 2014 the Subsidiary had aggregate investor commitments of $245m. The investor base of the Subsidiary is made up 67% of commitments from Cell IV ($165m), and 33% of commitments from Cell I (Portfolio II) ($80m). The Subsidiary has committed an aggregate of $151.6m to twenty-four underlying funds. In Q2 2009 the Board of FF&P Venture Funds PCC Limited agreed that capital called from Cell I (Portfolio II) and Cell IV investors would not exceed $6.50 per share, which is equal to 65% of their original commitments of $10.00 per share. Cells III and V The aim of these Funds is to achieve long term capital appreciation by investing in unquoted investments. The investments are expected to originate as a result of relationships between the Investment Adviser and the Managers of pooled fund vehicles in which other cells of the company invest. Cells VI and VII The aim of the Fund is to achieve long term capital appreciation by providing development capital to private, unquoted companies. Cells VI and VII are the result of a restructuring that took place during Q4 2012. Each fund was previously structured as a Limited Liability Partnership. The Cell VI programme was established in 2004 and has invested in 13 unquoted companies, 7 of which have been realised. The Cell VII programme was established in 2007 and has made twelve investments. Revaluation under Fair Value principles is carried out half yearly as at 30 September and 5 April. Cell VIII The original objective for Cell VIII’s investments was to achieve an attractive return through investment in unquoted infrastructure funds, with a global mandate. Cell VIIIa committed to unquoted infrastructure funds raised in 2005 and 2006, and Cell VIIIb committed to just one unquoted infrastructure fund, raised in 2008. PERFORMANCE REVIEW AND OUTLOOK Cell I (Portfolio I) As of 30 September 2014 the unaudited Net Asset Value (NAV) was $7.17433 per share. This relates to a $4.00 per share cost base and an audited NAV of $7.47138 per share at 31st March 2014. FF&P VENTURE FUNDS PCC LIMITED Page 5 INVESTMENT ADVISOR’S REVIEW OF THE PERIOD 1 APRIL 2014 TO 30 SEPTEMBER 2014 Cell I (Portfolio I) ceased making new commitments to funds towards the end of 2003. As of 30 September 2014, $8.6m had been called by the underlying 23 funds, leaving only $0.2m uncalled. The portfolio allocation remains unchanged in terms of capital commitments with approximately 20% US Venture Capital, 22% US Private Equity, 10% European Venture Capital, 11% European Private Equity and 37% Opportunistic. The portfolio is now mature and the focus for underlying managers has been on harvesting the remaining investments when appropriate. A number of underlying funds were liquidated during the period, having fully realised the last remaining companies in their portfolio. In other cases, portfolio fund-managers extended the life of their funds in order to dispose of their remaining portfolio companies in an orderly manner. Cash-calls for the period were negligible while the Cell received $0.2m in distributions from its underlying fund portfolio. From a performance perspective, much of Cell I’s original programme has already been successfully exited and the returns are largely ‘baked in’. Approximately 50% of the portfolio at 30 September 2014 was composed of European and North American Venture Capital (VC) funds. These funds have been the longest to mature and, consequently, have shown the lowest IRRs to date across the portfolio. However, the environment for venture capital companies began to improve significantly during 2013 as investors showed increased interest in technology and pharmaceuticals companies. As a result, the portfolio of VC funds showed significant performance improvements during the previous period driven by a number of IPOs, major fund-raising events and company sales within the portfolio. This in term drove the positive twelve month performance for the cell. The Fund Advisor is committed to returning cash to investors. The cell completed its first buy-back in Q4 2008 and, since then has completed a number of further buy-backs. Most recently, the cell completed a tender offer in November 2013. In total, since inception, Cell I (Portfolio I) has returned $4.76 per share to clients compared with an original cost base of $4.00. Including cash returned to investors via buy-backs/tender offers during the period, the NAV of Cell I (Portfolio I) decreased by - 4.0% during the six months to 30 September 2014. This was driven predominantly by the weaker stock market performance of some of the technology holdings of the underlying funds. Following the latest tender offer, the realised multiple of cost is 1.19x and the realised plus unrealised multiple of cost is 1.73x. After the reporting date, the cell initiated a tender-offer which is expected to return further capital to clients in December 2014. Cell I (Portfolio II) As of 30 September 2014 the unaudited NAV was $7.93181 per share. This relates to the $4.00 per share cost base and an audited NAV of $7.81401 per share at 31st March 2014.