GHS.L Regulatory News (GHS)

SPARK Ventures plc

Preliminary Announcement of Unaudited Annual Results for the year ended 31 March 2012

SPARK Ventures plc ('SPARK' or the 'Company' or the 'Group'), the investor in early stage digital information and technology companies, is pleased to announce its preliminary results for the year ended 31 March 2012.

Highlights

• Net asset value ("NAV") per share increased by 18% to 16.0p at 31 March 2012 from 13.5p at 31 March 2011 (after the 2011 published NAV is adjusted for the 1p per share shareholder return in September 2011) and is up by 66% since October 2009 (date of MBO).

• £4.1m (1p per share) returned to shareholders in the year making £16.4m (4p per share) in total over 3 years.

• £10.1m profit for the year (2010: £11.0m), principally due to unrealised investment uplifts for notonthehighstreet.com, Kobalt and Aspex.

• notonthehighstreet.com valuation increases by 132% in the year - from £4.7m to £11.0m - following a funding round and the sale of part of SPARK's stake to a third party after the balance sheet date.

• Partial disposal in June 2012 of 28% of SPARK's stake in Kobalt bringing in £3.5m cash imminently at same valuation as used in these accounts. Kobalt on track for 30% revenue growth.

• SPARK's stake in IMImobile fell in value by £7m to £15.9m on the basis of non-trading issues, principally due to a downgrade of the sector in which IMI operates, a repayment of a loan provided by SPARK and a fall in the value of the Indian Rupee against Sterling. The company has continued to demonstrate profitable growth with sales up 14% and EBITDA up 26% year on year.

• Aspex reports revenues of £3.5m and profits before interest and tax of £775k, and is in advanced negotiation with an option holder to sell the business, with completion expected within the coming months.

• Expectation of another substantial shareholder return in the Autumn.

For further information, please contact:

Andrew Betton / David Potter

SPARK Ventures plc

Tel: +44 (0)20 7851 7777

Mark Dickenson / Sebastian Jones

Canaccord Genuity Limited

Tel: +44 (0)20 7523 8350

Chairman's statement

Dear Shareholder,

I am glad to report continued progress in realising the investment portfolio and preparing the remaining companies for exit, pursuant to the Company's stated investment strategy. We continued to achieve the three-pronged success of last year: returning cash to shareholders, realising investments and continuing to increase net asset value ("NAV").

We returned £4.1 million to shareholders during the year and anticipate higher payments during the rest of the year (to March 2013). As you can see from the accounts we have over £4 million in cash and this will have increased since the year end by £5.3m when the £3.5m from Kobalt is received in the near future. We believe that this cash will be further augmented when the exercise of an option over our stake in Aspex is completed. Documentation for this is at a stage such that we have recognised the resultant gain but we are uncertain on the timing of completion and the resulting arrival of cash. The year saw uplifts in valuations in notonthehighstreet.com (associated with a new round of funding that enabled SPARK to realise some of its investment), Aspex and Kobalt. The valuation of our largest investment, IMImobile, has declined due to a combination of loan repayments (which reduce the holding value), negative exchange movements and a lowering of Indian telecoms valuations.

It is not possible at this stage to know how much we will be able to return to shareholders this year, nor the exact timing. As you are aware we return money to shareholders by way of dividend or capital repayment according to their individual preferences. This process is expensive and the Board has therefore decided to wait and call for a General Meeting in the Autumn (at a later date to the Annual General Meeting which has to take place before the end of September), to propose a more significant dividend which at the moment looks as if it will be a minimum of 2p. We believe this approach will be more efficient than returning smaller amounts more frequently.

After adjusting for the return of cash to shareholders effected in October 2011, NAV has shown a further increase of 18% to 16p a share. The market price has been between 7p and 8p range. In a normal investment company we might take steps to try and narrow this discount, but as I mentioned last year, since the aim is to realise the entire portfolio by March 2014 the Board does not consider it to be in shareholders' interest to spend money on this.

Costs have been marginally higher which is mainly due to legal costs involved in finally resolving some legacy issues.

The Board believes that SPARK Venture Management Ltd (the "Investment Manager" or "SVML"), continues to do a good job focussing on exits and ensuring that the remaining investments are carefully monitored. Fortunately the residual investments are showing good progress and, although the timing of the sale of unquoted investments is never certain, the Board remains confident of achieving the goals set by the shareholders in 2009.

I would like to thank all our stakeholders for their continued support.

Yours faithfully

David Potter, Chairman

21 June 2012

Investment Manager's Report

Introduction

We are pleased to report that the Group has again made a significant profit for the period on continuing operations of £10.1m compared with £11.0m in the previous year. This profit is due to net realised and unrealised investment valuation gains of £12.1m being considerably higher than the Group's operating loss of £2.0m. Net Asset Value ("NAV") per share has risen in the period from 14.5p to 16.0p despite paying out 1p per share in the shareholder return approved at the AGM on 28 September 2011. After adjusting for the 1p per share return, NAV per share has risen by 18% in the year and by 66% over the two and a half years following completion of the externalisation of the investment management team in October 2009.

Portfolio valuation performance

In the year to 31 March 2012 the Group has made net unrealised gains of £12.3m comprising a gain of £5.0m from an increase in the valuation of the Group's stake in Kobalt, a gain of £6.3m from an increase in the valuation of the Group's stake in notonthehighstreet.com, a gain of £6.8m from an increase in the valuation of the Group's stake in Aspex Semiconductor partially offset by a reduction of £5.6m in the valuation of the Group's stake in IMImobile ("IMI"). Other valuation changes resulted in net unrealised losses of £0.2m. Disposals in the year included a partial disposal of Mind Candy raising £3.1m of proceeds for SPARK and a repayment of accrued interest and loans by Aspex Semiconductor of £1.2m. Additionally, after the balance sheet date, £0.8m was received from a partial sale of notonthehighstreet.com, an additional £1.0m was received as a further partial repayment of loans to Aspex and £3.5m is due to be received from selling approximately 28% of SPARK's stake in Kobalt. The gain over the previous book value made on Mind Candy was covered in the 2011 Annual Report of SPARK and was reflected in the 31 March 2011 valuations hence there is very little gain or loss from this in the year. Of the 16 portfolio companies existing at 31 March 2011, six have been revalued upwards, three have been revalued downwards, one was sold (Skinkers) with the remainder unchanged. There has been no further funding of any note and IMI repaid all of the remaining balance on their loan from SPARK that was provided to help fund the acquisition of WIN plc.

Progress made in the nine portfolio companies valued at £1m or more is as follows:

IMImobile

IMImobile ('IMI') provides the core technology infrastructure for value-added mobile data, voice and video services and customer life cycle management to mobile operators, media companies and enterprises. IMI's DaVinci Platform™ powers a wide range of services created, delivered and managed by the group which generate revenues for its clients and reduces operational costs by using mobile communications.The IMI group has over 650 employees with offices in Hyderabad, Delhi, Mumbai, London, Dubai, Kuala Lumpur, Athens and Panama and provides services to over 100 operator and blue-chip enterprise customers.

SPARK was the first institutional investor in the company.

The valuation of IMI has decreased in the year by £7.0m from £22.9m to £15.9m. £1.4m of this reduction represents the full repayment of the remaining amount of the £2.5m secured loan provided by SPARK to IMI to help fund the acquisition of WIN plc. A further £2.2m of the reduction is due to the strengthening of Sterling against the Indian Rupee with the balance being due to a reduction in the valuation basis placed on the business. As we reported in our interim report, IMI (along with its competitors and customers) has faced considerable regulatory challenges and uncertainties in the Indian telecom market, which had an effect on its revenues in India in the second half of 2011/2012. We expect IMI, as one of the leading companies in that market, to emerge stronger as medium term prospects for the telecom industry in India remain strong. The company has continued to grow very strongly in Africa and the revenue synergies from its acquisition in the UK are also now beginning to flow.

We have changed the basis of our valuation of IMI from one based on quoted competitors' PE ratios to one based on the EBITDA multiples of actual sales transactions as this was felt to be more appropriate and avoids the large swings that could occur were IMI's value to be based solely on the few quoted competitors in its sector.

IMI's revenues for the year to 31 March 2012 were $63m, an increase of 14% year on year, whilst EBITDA was up by 26% and profit after tax up by 43%. Revenue has now grown by an average of 46% per annum for the last five years. During the year, IMI (Europe) acquired the former SPARK investment, Skinkers, for no upfront consideration. This has enabled IMI to enhance its product offering to clients by bringing in additional development expertise in certain areas.

Kobalt Music

Kobalt is the world's leading independent music publisher offering global copyright administration to music writers, publishers and other rights holders. It uses internally developed unique technology built in house since 2001 which significantly boosts royalty collection timing and amounts. It is headquartered in London but now has a substantial US presence with offices in New York, LA, and Nashville and employs almost 100 people worldwide. It also has successful offices in Stockholm, Berlin and Sydney.

SPARK was the founder investor and led the founding round of investment.

As reported in the Interim Report, we changed the basis of the Kobalt valuation in the year from one based on a relatively out of date funding round in 2008 to a music publishing standard metric. The value of SPARK's stake increased from £7.3m to £11.1m at the date of the Interim Report to £12.3m now after further growth in the revenue and Net Publisher Share of Kobalt. The effective valuation has been confirmed by the sale of approximately 28% of SPARK's stake for £3.5m in June 2012, ahead of a new third party funding round that is expected to close shortly.

In the last few months, Kobalt has successfully launched a new music rights fund which will feed significant new business to them and has also acquired a leading global digital distribution and service provider - Artists without a Label (AWAL). In the core business revenues have continued to grow. The company is currently on target to record approximately 30% year on year growth and is considerably ahead of budget. In the most recently released music publishers market share statistics (Q1 2012) published by BillBoard, Kobalt had a 14.1% share of the US airplay chart and was third overall (for the 3rd time in 4 quarters), ahead of the major publishers, Warner and Sony. In the UK for the same quarter, Kobalt had a 13.8% share of the singles publishing market, representing a 48% increase over the previous year for the equivalent quarter. Recent client wins have included the worldwide number one selling artists Gotye, LMFAO and Bob Dylan. Such is Kobalt's success that it has recently featured on the entire front page of Billboard magazine in the USA, the world's biggest music market.

notonthehighstreet.com

notonthehighstreet.com ('noths') is an internet marketplace for over 2,000 specialised UK based businesses selling a wide variety of unique products. Unlike most online retailers, notonthehighstreet.com holds no stock. notonthehighstreet.com is based in London and employs nearly 100 people.

SPARK was the first outside investor in notonthehighstreet.com.

The valuation of SPARK's stake in noths has increased from £4.5m at September 2011 to £11.0m, an increase of 148%. In May 2012, noths raised new funding from a major institutional investor - Fidelity Investments Ltd. As part of this funding round SPARK sold 7% of its stake for proceeds of £0.8m with the balance being revalued to £10.2m. So far SPARK has received proceeds of £1.8m from noths, and together with the remaining stake, this represents an IRR of 83% - a substantial achievement. We have recouped our original investment cost already.

Noths has continued to grow strongly with top line (TTV) sales value for the year to December 2011 being 73% up on the previous year with further substantial growth forecast for the current year. The company has won many awards and was recently featured in the Daily Telegraph's Top 100 Tech Start-ups for 2011.

Aspex

Aspex is a UK based fabless semiconductor company and employs 30 staff.

The company has been under contract with a major global infrastructure vendor since December 2008 to produce a custom chip. This chip has now been delivered and work has started on a second chip for the same customer. These contracts have helped the company to profitability before interest and tax of £775k, on a turnover of approximately £3.5m

Additionally, we are pleased to report that the option holder has now indicated its wish to buy the business and that the company is in the process of negotiating detailed legal contracts with the purchaser. We have every expectation that a sale will be concluded in the near future and consequently have increased the value of Aspex from £3m at 30 September 2011 to £7m. Additionally SPARK has received £1.2m from Aspex before the year end in the form of interest payments and loan repayments.

Mind Candy

Mind Candy, through its Moshimonsters product range, has become one of the world's leading developers of social multi-player children's games, helping children around the world to play skill enhancing games and connect with each other safely via its unique children's social network. Mind Candy is headquartered in London and has around 140 staff including freelancers. SPARK was a founder investor and led the founding round of investment. We have recouped our original investment cost already.

We have held the valuation of Mind Candy at the price received when we sold half of SPARK's stake in June 2011 to a third party. The remaining stake is valued at £3.2m.

Moshimonsters has continued its exceptional growth in the last six months. Growth in the number of registered users ("adopted monsters") stands at over 60m. However, new product launches have also been very successful. The Moshimonsters' magazine remains the best selling children's magazine in the UK and sells in excess of 160,000 copies per month. The Moshling Zoo Nintendo DS game has sold almost 1m units worldwide making them best sellers in Nintendo children's games in the UK. The business has concluded over $100 million gross value of licencing deals in the last year and is significantly profitable. It is launching mobile versions of its games in many major markets around the world in conjunction with a leading Japanese games company. It has been featured on the full front page of Wired magazine recently.

OpenX

OpenX is a business based on an open source ad-serving platform. It is headquartered in California and employs over 125 staff. The investment in OpenX was originally acquired when the business was spun out of Unanimis in late 2007.

The valuation of £2.5m for SPARK's stake has been maintained over the last six months, and is based on the $20m funding round from SAP Ventures and other investors concluded in May 2011.

The company has again performed impressively in the last 6 months. Trailing 12 month revenues are 182% up on the previous year, which itself was 192% up on the year before that. Additionally the company now operates on a sales run rate in excess of $100m and is now profitable on a quarterly basis.

Firebox.com

Firebox is a retail website selling the latest gadgets, toys and games. Firebox is based in London and employs around 40 staff.

We have reduced the valuation of SPARK's stake in Firebox from £1.1m at 30 September 2011 to £1.0m at 31 March 2012 (having already reduced from £1.8m at 31 March 2011) due to disappointing financial performance in their year to 31 January 2012. Turnover fell 20% on the previous year and consequently the company was loss-making. The majority of the value we attribute to Firebox is due to Firebox's valuable stake in Mind Candy.

DEM Solutions

DEM is a leading provider of particle simulation software (using discrete element modelling) for simulating and analysing industrial processes. DEM is based in Scotland and employs 25 staff.

The valuation continues to be held at cost of £1.7m but this level is supported by a relatively low business valuation given SPARK's preferred position in the capital structure, meaning there is little downside risk. Whilst the company's financial performance for the year to June 2011 was its strongest ever and significantly profitable, performance has been slightly behind budgets since then, therefore we have not yet been able to report an increase in the valuation of SPARK's stake.

Gambling Compliance

Gambling Compliance provides critical regulatory, legal and market analysis to the gaming industry. It is based in London and employs 30 staff.

We have increased the valuation of SPARK's share in the business from £1.4m at 30 September 2011 to £1.8m at 31 March 2012 as a result of the continued growth in the company's sales. The business is valued on a sales multiple and sales for the year to March 2012 were approximately 30% ahead of the previous year.

Capital return and cash balances

Since the change in SPARK's strategic direction in July 2009, SPARK has so far returned 4p per share to shareholders, including 1p per share in the year to 31 March 2012. Since the last shareholder return, SPARK has received proceeds from investments of £1.2m in the year, £1.8m after the year end so far and is due to receive a further £3.5m imminently. Therefore the Board would be in a position to declare a shareholder return in the forthcoming Annual General Meeting that needs to take place before the end of September. However, SPARK expects to be able to distribute substantially more to shareholders before the end of 2012, but will not be in a position to quantify this for certain at the time the notice of AGM will need to be finalised in mid August. Given that the capital return process used to return cash to shareholders is relatively expensive, the Board has decided to hold SPARK'S AGM in September as is required, and to call a separate General Meeting later in the year when the amount of cash that can be returned to shareholders is known. We anticipate this to be at least 2p per share.

At the time of the change in strategic direction approved by SPARK shareholders in August 2009, £6m of cash balances were retained by the Company specifically to support the existing portfolio as and when required. It has not been necessary to use any of this cash reserve in the year, therefore the amount of the reserve that has been utilised remains the same at 31 March 2012 at £3.3m, although £2.5m of this amount has been repaid by IMI. It remains important for the protection of shareholder interests that SPARK maintains sufficient cash reserves to be able to support its portfolio to ensure that ultimate realisation proceeds are maximised.

Operations

Operating losses of £2.0m (2011: £1.9m) have increased slightly in the year. This is mainly due to an increase in the management fee payable to SVML for the management of the SPARK portfolio (as a result of the increase in the portfolio value), increased property costs as a result of the prior year being artificially low (due to rate rebates and the release of unnecessary provisions) and costs of defending (and agreeing to settle after the balance sheet date) a US legal case that relates back to 1996, prior to SPARK buying Globalnet Finanical.com Inc in 2001 when SPARK gave indemnities to the former directors of Globalnet for their prior actions. Although we felt the case had no merit, the costs of defending the case were such that it was better to settle for an agreed sum rather than risk a trial. The performance of the serviced office has improved with revenues of £1.5m compared with £1.2m in the prior year and the office is currently full, however the serviced office business remains loss making.

Conclusion

We believe that these results represent additional confirmation that the change in SPARK's strategy adopted in 2009 has enhanced shareholder value. By providing the Investment Manager with a few years in which to achieve exits, the portfolio has continued to mature and significantly increased in value. Whilst we have not fully realised any investments in the last six months, we are confident that Aspex will be sold shortly and the groundwork has been laid to enable the realisation of SPARK's other significant investments over the next eighteen months.

Since August 2009, shareholders have received 4p per share in cash and continue to hold assets worth a further 16p per share, making a total shareholder return of 20p. At 31 March 2009, the NAV per share was 14.6p, meaning that growth in shareholder value has been 37% over the 3 year period, equating to annual growth of 11% in a period when the economic backdrop has been far from helpful. Furthermore we believe that there remains significant growth in the portfolio which will help in achieving exits from the remaining investments.

SPARK Venture Management Limited

21 June 2012

Group statement of comprehensive income

Year ended 31 March 2012

Group statement of financial position

As at 31 March 2012

Statement of changes in equity

Year ended 31 March 2012

SPARK Ventures plc holds 39,245,220 shares in treasury. The cost of purchasing these shares (£5.076m) has been offset against the revenue reserve. No shares have been purchased for Treasury in either the current or prior years.

There are no other items of comprehensive income other than profit for the year as recorded in the Group Statement of Comprehensive Income.

Group statement of cash flows

Year ended 31 March 2012

Reconciliation of operating income to net cash outflow from operating activities

Notes

1. Basis of preparation

SPARK Ventures plc is a company incorporated in the UK under the Companies Act 1985. The information for the year ended 31 March 2012 and 31 March 2011 does not constitute statutory accounts for the purposes of section 435 of the Companies Act 2006, but is derived from and has been prepared on the same basis as those financial statements.

Statutory accounts for the year ended 31 March 2011, which were prepared under International Financial Reporting Standards, have been delivered to the Registrar of Companies. The auditors' report on those accounts was not qualified and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.

Whilst the financial information included in this unaudited preliminary announcement has been computed in accordance with IFRS, this unaudited preliminary announcement does not itself contain sufficient information to comply with IFRS. The audit of the statutory accounts for the year ended 31 March 2012 is not yet complete. These accounts will be finalised on the basis of the financial information presented by the directors in this unaudited preliminary announcement and will be delivered to the Registrar of Companies following the Company's Annual General Meeting. This unaudited preliminary announcement was approved by the Board on 20 June 2012 for release. This unaudited preliminary announcement has also been prepared in accordance with the accounting policies set out in the 2011 Annual Report and Accounts. There have been no changes in accounting policies since the 2011 Annual Report was published.

The group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Investment Manager's Report. In assessing the group as a going concern, the directors' have considered the forecasts which reflect the directors proposed strategy for portfolio investments and the current uncertain economic outlook. The group's forecasts and projections, taking into account reasonably possible changes in performance, show that the group is able to operate within its available working capital.

After making enquiries, the directors have a reasonable expectation that the company and group have sufficient funds to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

2. Investments at fair value through profit and loss

3. Other expenses