Final Results
Matrix Income & Growth VCT plc
Annual Results Announcement for the year ended 31 December 2010
Investment Objective
Matrix Income & Growth VCT plc ("the VCT" or "MIG VCT") is a Venture Capital
Trust ("VCT") listed on the London Stock Exchange. Its investment portfolio,
which invests primarily in established and profitable unquoted companies, is
managed by Matrix Private Equity Partners LLP ("MPEP").
The Company's objective is to provide investors with a regular income stream,
by way of tax free dividends, and to generate capital growth which, following
portfolio realisations, can be distributed by way of additional tax free
dividends.
Merger with Matrix Income & Growth 3 VCT plc
The Company merged with Matrix Income & Growth 3 VCT plc ("MIG 3 VCT") on 20
May 2010 ("the Merger"). As part of the merger process MIG 3 VCT was placed in
members' voluntary liquidation and its assets and liabilities were transferred
to the Company. 20,572,129 new ordinary shares of 1 penny each in the capital
of the Company were issued on 20 May 2010 at a deemed issue price of 83.2 pence
per share to acquire net assets of £17,111,545 from MIG 3 VCT. Each MIG 3 VCT
shareholder received approximately 1.0655 shares in MIG VCT (rounded down to
the nearest whole number) for each MIG 3 VCT share that they held at the date
of the merger. By way of illustration, a shareholder who previously held 10,000
MIG 3 VCT shares now holds 10,655 shares in the Company. Further details
explaining the basis of the Merger can be found in Note 2 to the accounts
below.
Financial Highlights
The Company acquired the net assets and liabilities of MIG 3 VCT on 20 May
2010. At that date, the net assets of the merged VCT were £34.1 million, which
have increased to £38.5 million at 31 December 2010.
Performance Summary
The net asset value (NAV) per share at 31 December 2010 was 96.7 pence
To help Shareholders who originally invested in the Company and in MIG 3 VCT
understand the recent past performance of their investment, comparative data
for each company is shown below. Total return (NAV basis) comprises NAV per
share plus cumulative dividends paid per share:-
Net NAV Net Total return (NAV Share Total
assets per cumulative basis) per share price2 expense
Share dividends to shareholders ratio
(£m) paid per since launch(p) (p)
(p) share
(p)
MIG VCT
As at 31 December 38.5 96.7 21.3 118.0 84.0 2.8%
2010 1
As at 31 December 17.0 83.3 16.3 99.6 57.0 3.7%
2009
As at 31 December 18.0 86.5 15.3 101.8 74.5 3.8%
2008
MIG 3 VCT
As at 31 December - 103.0 9.5 112.5 - -
2010 1
As at 31 December 17.5 90.0 5.5 95.5 63.0 3.6%
2009
As at 31 December 17.8 88.9 4.8 93.7 80.0 3.7%
2008
1 Thedata at 31 December 2010 shows the return on an initial subscription
price of 100p at the date of inception of each VCT taken from the table
below divided by £10,000.
2 Source: London Stock Exchange.
Return before and after tax relief
The tables below show the total returns (NAV basis) at 31 December 2010 for a
shareholder in each VCT that invested £10,000 at £1 a share at each VCT's
inception.
MIG VCT MIG 3 VCT
2004/05 2005/06
Original investment (10,000 shares at £1 (£) 10,000 10,000
each)
Number of shares held post merger 10,000 10,655
Rate of income tax relief % 40% 40%
Cost net of income tax relief (£) 6,000 6,000
NAV at 31 December 2010 (£) 9,666 10,299
Dividends paid to shareholders since (£) 2,130 955
subscription
Total return (NAV basis) to shareholders (£) 11,796 11,254
since subscription
Profit/(loss) before income tax relief (£) 1,796 1,254
Profit/(loss) after income tax relief 1 (£) 5,796 5,254
1 Total return (NAV basis) minus cost net of income tax relief
Liquidity and DiscountManagement
The Company holds approximately £7.5 million in readily realisable assets that
are available for further investments, dividends and share buy-backs. The
current discount for the Company's shares is 11.6%at today's date. The discount
has therefore narrowed considerably from 38.1% on 20 May 2010 following the
Merger.
Dividend history
In respect of year Dividends paid in each year since launch
ended
Payment date MIG VCT MIG 3 VCT
(p) per share (p) per share
31 December 2005 27 September 2005 0.30 -
(interim)
31 December 2005 16 May 2006 0.70 -
31 December 2006 14 September 2006 0.80 -
(interim)
31 December 2006 18 May 2007 1.40 1.25
31 December 2007 20 September 2007 1.00 1.00
(interim)
31 December 2007 21 May 2008 7.80 1.50
31 December 2008 11 September 2008 3.30 1.00
(interim)
31 December 2008 15 May 2009 1.00 0.80
31 December 2009 21 April 2010 5.00 4.00
(interim)
----------- -----------
Cumulative dividends paid prior to the 21.30 9.55
merger
Dividends paid include distributions from both income and capital.
Dividends proposed
A final dividend of 5.0 pence per share, comprising 4.5 pence from capital and
0.5 pence from income, will be recommended to Shareholders at the Annual
General Meeting of the Company to be held on 4 May 2011 and this dividend, if
approved, will be paid on 27 May 2011 to Shareholders on the Register on 13 May
2011.
Chairman's Statement
I am pleased to present the annual results of MIG VCT plc for the year to 31
December 2010.
Overview
The year under review was dominated by uncertainty in the UK economy, the
impact of the Coalition Government and, more recently, public sector
expenditure cuts and a slowdown in consumer expenditure.
It is therefore encouraging to report a year of solid progress by your Company
despite these challenging conditions. The year saw the successful merger with
MIG 3 VCT and an increase of 18.5% in the total return (NAV basis) per share
over the year as a whole. Given the less uncertain investment outlook for the
VCT portfolio and the Company's healthy liquidity position, your Board
implemented its share buy-back policy so as to reduce significantly the
discount of the share price to NAV to 11.6% as at the date of this report. New
investment activity saw a sharp and welcome increase in the second half of the
year and the Company also launched a linked fundraising with two other Matrix
advised VCTs in November 2010 ("the Joint Offer"). A total of £3.3 million has
been raised for the Company under the Joint Offer to date and 3,465,559 new
shares in the capital of the Company have been issued to subscribers after the
year-end.
Merger with Matrix Income & Growth 3 VCT plc
In the Half-Yearly Report, I reported that the Company had successfully merged
with MIG 3 VCT. The merger created an enlarged company, broadly doubling net
assets to £34.1 million (£38.5 million at the year-end). It has resulted in
material cost savings and simpler administration. The ratio used for the
conversion of MIG 3 VCT shares to shares in MIG VCT was approximately 1.0655.
Shareholders were issued with new share certificates on 26 May 2010.
Performance
The total return (NAV basis) per share, including dividends paid to date, is
now 118.0 pence (2009: 99.6 pence), an increase over the year of 18.5% (2009:
fall of 2.2%). This compares with the initial NAV per share, net of initial
costs, of 94.5 pence representing a positive total return (NAV basis) per share
since inception of 24.9% (2009: 5.4%).
Former MIG 3 VCT Shareholders can refer to the tables included in the Financial
Highlights above for information on the performance of their original
investment including dividend payments.
New investment and portfolio review
The Manager saw an upturn in deal activity in the second half of 2010 and also
in the first quarter of 2011 and is hopeful this will be sustained. Four new
investments were completed towards the end of the year. Three were MBOs: RDL
Recruitment Corporation Limited (RDL), Faversham House Group Limited and
Automated Systems Group plc (ASL). The Company's existing investments in
acquisition vehicles Aust and Apricot Trading were used in respect of the RDL
and ASL investments. The fourth was an investment in AiM listed Omega
Diagnostics plc, a provider of high quality in vitro diagnostics products.
A number of the loan stocks held by the Company, totalling £672,775 in value,
have been partially repaid during the year (including any premiums paid). These
include repayments from DiGiCo Europe, Monsal, Westway and ATG Media. In
addition, payment of £1,205,180 has also been received after the year-end from
Iglu.com in full repayment of its loan stock. Iglu has done particularly well
to increase its cash balances to this extent since investment in December 2009
and it is encouraging to see that all three investments made towards the end of
2009, Iglu, CB Imports (Country Baskets) and Westway, are all valued in excess
of cost, having comfortably exceeded their investment plans.
Against this, a number of companies, particularly those exposed to the building
and construction sectors, are still experiencing difficult trading as the
economy emerges from recession and their valuations reflect this.
Following the year-end, the Company sold its entire investment in Campden Media
for a cash consideration of £836,294.
Further details of these investments and the year's other transactions can be
found in the Investment Manager's Review below.
Review of Results
The performance referred to earlier is reflected in a profit for the year of £
6,321,656 (2009: loss of £564,172). This turnaround is mainly due to the rise
in the valuation of the portfolio of £6,527,412, itself reflecting the good
overall performance of a number of individual companies, as explained in the
Investment Manager's Review. Pleasingly, the revenue return for the year (from
which any income dividends are paid) has improved from £8,797 in 2009 to £
313,297 this year. This is because income has risen, while expenses are
falling, as explained below.
Income has risen from last year, which is only to be expected, as this year's
income includes income from MIG 3 VCT plc investments since the merger.
However, income this year also exceeds the total for both VCTs last year, due
principally to a dividend of £135,189 from DiGiCo and higher loan stock
interest from investee companies.
Revenue is still suffering from the low level of interest rates and those
assets linked to variable interest rates, such as the Company's holdings in
OEIC money-market funds, are continuing to yield considerably lower levels of
income compared to previous periods before the fall in bank interest rates. In
addition, certain of the investee companies are not currently fully servicing
the loans that the Company has made to them. Together, these factors have, and
may continue, to result in lower income dividends for the foreseeable future.
However, the revenue account has started to benefit from the savings in running
costs envisaged as a consequence of the merger, and it is pleasing that a
revenue surplus has been achieved, even after incurring £69,089 of merger
costs.
Dividends
Your Directors are pleased to recommend a final dividend in respect of 2010 of
a total of 5.0 pence per share (2009: 5.0 pence (interim dividend)), comprising
0.5 pence per share from income (2009: 0.5 pence (interim dividend)) and 4.5
pence per share from capital (2009: 4.5 pence (interim dividend)).
Subject to approval by Shareholders, this dividend will be paid on 27 May 2011
to Shareholders on the Register on 13 May 2011. This payment would bring
cumulative dividends paidby MIG VCT since inception to 26.3 pence per share.
Investment in qualifying holdings
The Company has continued to meet the target set by HM Revenue & Customs of
investing not less than 70% of total funds raised in qualifying unquoted and
AiM quoted companies ("the 70% test"). At 31 December 2010, the Company was
80.0% invested in qualifying companies (based upon the tax values, which differ
from the Investment Portfolio Summary below).
Share buy-backs
Prior to the Merger on 20 May 2010, MIG VCT bought back 33,525 of the Company's
own shares at a price of 54.8 pence per share and MIG 3 VCT bought back 103,995
of its own shares at a price of 59.1 pence per share at a total aggregate cost
of £80,279. These shares, representing 0.16% and 0.54% respectively of the
issued share capital of MIG VCT and MIG 3 VCT at the beginning of the year,
were subsequently cancelled by the Company.
Following the Merger, the Company has bought back 1,132,572 of its own shares
at an average price of 76.6 pence per share for a cost of £871,505. Purchases
in the first half of the year were made at discounts to the latest published
NAVs per share ranging between 16% and 38% compared to between 10 and 11% in
the second half of the year. The wide discounts at which the shares were bought
back at the beginning of the year reflected the uncertain economic, financial
and market conditions prevailing at the time. However, the investment portfolio
value has shown resilience and the Company's strong liquidity position enabled
your Board to narrow significantly the level of discount and stabilise it
around 10%.
The Company's shares are listed on the London Stock Exchange and as such they
should be sold in the same way as any other quoted company through a
stockbroker. However, to ensure that they obtain the best price, Shareholders
wishing to sell their shares are advised to contact the Company's stockbroker,
Matrix Corporate Capital, by telephoning 020 3206 7176/7 before agreeing a
price with their stockbroker or placing an order on an online share dealing
system. Shareholders are also advised to discuss their individual tax position
with their financial advisor before deciding to sell their shares.
Ongoing Shareholders, of course, benefit from the difference between the Net
Asset Value and the value at which the Shares are bought back and cancelled.
Fundraising
The Company is participating in a linked fundraising with The Income & Growth
VCT plc and Matrix Income & Growth 4 VCT plc launched on 12 November 2010 to
raise up to £21 million across the three VCTs. The funds raised for the VCT of
up to £7 million will enhance the Company's cash position enabling it to
capitalise on new investment opportunities and spread fixed running costs over
a larger asset base. Details of the Offer have been posted to Shareholders.
This Offer has been well received and so far raised a further £3.3 million for
the Company.
The Offer will remain open until 30 April 2011 (5 April 2011 in respect of the
current tax year) although the Directors of the three VCTs reserve the right to
extend the closing date at their discretion.
The Board
Christopher Moore was appointed the independent Chairman of Matrix Income &
Growth 4 VCT with effect from September 2010. In preparation for this he
resigned from your Board on completion of the Merger with MIG 3 VCT.
I would like to take this opportunity to thank Christopher for the valuable
contribution he made to the Company since its launch and in particular for his
leadership as Chairman of the Investment Committee. His wise guidance and sage
advice were always greatly appreciated.
Communication with shareholders
We aim to communicate regularly with our Shareholders. In addition to the
Half-Yearly and Annual Reports, Shareholders have received a twice-yearly
Investment Manager's Newsletter, approved by the Board. In 2011, the Manager is
intending to replace this with a Newsletter to be circulated to all Matrix VCT
shareholders in June and December of each year. The May AGM will provide a
useful platform for the Board to meet Shareholders and exchange views. Your
Board welcomes your attendance at General Meetings to give you the opportunity
to meet your Directors and representatives of the Manager.
The Manager arranged a successful investor workshop in December 2010 to give
all Matrix-advised VCT Shareholders the opportunity to hear about the Manager's
investment activity in greater depth. Around 100 attendees heard presentations
by the Manager and from two of the successful entrepreneurs of portfolio
companies. It is intended that this will be an annual event to be held each
December, to which Shareholders will be sent an invitation.
Outlook
The outlook for the UK economy remains uncertain and there are many challenges
facing smaller companies. However, the majority of companies in the portfolio
continue to have sound liquidity and are trading profitably. Several are
reporting results ahead of budget. It is encouraging that the portfolio as a
whole remains resilient and that value has increased despite the volatility in
the year. The Manager aims to invest in only those companies with strong
competitive positions in niche markets that they believe will perform strongly
within their sector. Whilst poor quality companies may find conditions
increasingly challenging in 2011, well-managed and well-capitalised smaller
companies with strong sales propositions should still prosper. Prospects for
additional new investment and profitable exit opportunities have improved and
this together with the Company's strong cash position gives your Board
confidence in the future prospects for Shareholders.
Finally, I would like to express my thanks to all Shareholders for their
continuing support of the Company.
Keith Niven
Chairman
Responsibility Statement of the Directors in respect of the Annual Financial
Report
The Annual Report and Accounts contains the following statements regarding
responsibility for the management report and financial statements included in
the Annual Report and Accounts from which the information in this Announcement
has been extracted (references in the following statements are to sections of
the Annual Report and Accounts).
The Directors confirm that to the best of their knowledge:
(a) the financial statements, prepared in accordance with UK Generally Accepted
Accounting Practice and the 2009 Statement of Recommended Practice,
`Financial Statements of Investment Trust Companies and Venture Capital
Trusts' (SORP), give a true and fair view of the assets, liabilities,
financial position and the loss of the Company.
(b) the management report, comprising the Chairman's Statement, Investment
Portfolio Summary, Investment Manager's Review and Directors' Report, includes
a fair review of the development and performance of the business and the
position of the Company, together with a description of the principal risks and
uncertainties that it faces.
Approved by the Board on 23 March 2010 and signed on its behalf by:
Keith Niven
Chairman
Investment Policy
The VCT's policy is to invest primarily in a diversified portfolio of UK
unquoted companies. Investments are usually structured as part loan and part
equity in order to generate regular income and to generate capital gains from
realisations.
Investments are made selectively across a number of sectors, primarily in
management buyout transactions ("MBOs") i.e. to support incumbent management
teams in acquiring the business they manage but do not own. Investments are
primarily made in companies that are established and profitable.
Uninvested funds are held in cash and low risk money market funds.
UK companies
For funds raised before 6 April 2006, the companies in which investments were
made must have had no more than £15 million of gross assets at the time of
investment to be classed as a VCT qualifying holding. The funds raised by the
Company after 6 April 2006 are subject to the £7 million gross assets test for
an investment to be VCT qualifying.
VCT regulation
The investment policy is designed to ensure that the VCT continues to qualify
and is approved as a VCT by HMRC. Amongst other conditions, the VCT may not
invest more than 15% of its investments in a single company and must have at
least 70% by value of its investments throughout the period in shares or
securities comprised in VCT qualifying holdings, of which a minimum overall of
30% by value must be in ordinary shares which carry no preferential rights
(save as may be permitted under VCT rules). In addition, although the VCT can
invest less than 30% of an investment in a specific company in ordinary shares
it must have at least 10% by value of its total investments in each VCT
qualifying company in ordinary shares which carry no preferential rights (save
as may be permitted under VCT rules).
The VCT regulations in respect of funds raised after 6 April 2011 will change,
such that 70% of such funds must be invested in equity.
Asset mix
MIG VCT holds its liquid funds in a portfolio of readily realisable
interest-bearing investments and deposits. The investment portfolio of
qualifying investments has been built up over time with the aim of investing
and maintaining 80% of net funds raised in qualifying investments.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses across
different industry sectors. To reduce the risk of high exposure to equities,
each qualifying investment is structured to maximise the amount which may be
invested in loan stock. Initial investments in VCT qualifying companies are,
subject to formal approval from the MIG VCT Board, generally made in amounts
ranging from £200,000 to £1 million at cost. No holding in any one company will
represent more than 10% of the value of the VCT's investments at the time of
investment. Ongoing monitoring of each investment is carried out by the Manager
generally through taking a seat on the board of each VCT qualifying company.
Co-investment
The VCT aims to invest in larger more mature unquoted companies through
investing alongside three other VCTs advised by MPEP with a similar investment
policy. This enables the VCT to participate in combined investments by the
Manager of up to £5 million.
Borrowing
The VCT's articles permit borrowings of amounts up to 10% of the sum equal to
the aggregate of the amount paid up on the allotted or issued share capital of
the Company and the amount standing to the credit of the capital and revenue
reserves of MIG VCT (whether or not distributable) after adding thereto or
deducting therefrom any balance standing to the credit or debit of the profit
and loss account. However, the VCT has no current plans to undertake any
borrowing.
Management
The Board has overall responsibility for the Company's affairs including the
determination of its investment and share buy-back policies. Investment and
divestment proposals are originated, negotiated and recommended by the Manager
and are then subject to formal approval by the Directors.
Principal risks, management and regulatory environment
The Board believes that the principal risks faced by the Company are:
Economic risk - events such as an economic recession and movement in interest
rates could affect trading conditions for smaller companies and consequently
the value of the Company's qualifying investments.
Loss of approval as a Venture Capital Trust - the Company must comply with
section 274 of the Income Tax Act 2007 which allows it to be exempted from
capital gains tax on investment gains. Any breach of these rules may lead to
the Company losing its approval as a VCT, qualifying Shareholders who have not
held their shares for the designated holding period having to repay the income
tax relief they obtained and future dividends paid by the Company becoming
subject to tax. The Company would also lose its exemption from corporation tax
on capital gains.
Investment and strategic risk - inappropriate strategy or consistently weak VCT
qualifying investment recommendations might lead to under performance and poor
returns to Shareholders.
Regulatory risk - the Company is required to comply with the Companies Acts,
the rules of the UK Listing Authority and United Kingdom Accounting Standards.
Breach of any of these might lead to suspension of the Company's Stock Exchange
listing, financial penalties or a qualified audit report.
Financial and operating risk- inadequate controls might lead to
misappropriation of assets. Inappropriate accounting policies might lead to
misreporting or beaches of regulations. Failure of the Manager's accounting
systems or disruption to its business might lead to an inability to provide
accurate reporting and monitoring.
Market risk - Investment in unquoted companies, by its nature, involves a
higher degree of risk than investment in companies traded on the London Stock
Exchange main market. In particular, smaller companies often have limited
product lines, markets or financial resources and may be dependent for their
management on a smaller number of key individuals.
Asset liquidity risk - The Company's investments may be difficult to realise
especially in the current economic climate.
Market liquidity risk - Shareholders may find it difficult to sell their shares
at a price which is close to the net asset value.
Credit/counterparty risk
A counter party may fail to discharge an obligation or commitment that it has
entered into with the Company.
The Board seeks to mitigate the internal risks by setting policy and by
undertaking a key risk management review at each quarterly Board meeting.
Performance is regularly reviewed and assurances in respect of adequate
internal controls and key risks are sought and received from the Manager on a
six monthly basis. In the mitigation and management of these risks, the Board
applies rigorously the principles detailed in the AIC Code of Corporate
Governance. The Board also has a share buy-back policy to try to mitigate the
Market Liquidity risk. This policy is reviewed at each quarterly Board Meeting.
Investment Manager's Review
Overview
We are pleased to report that the latter part of the year has seen many signs
of improvement in our investment marketplace. This makes us increasingly
confident that the UK economy is starting to generate conditions for greater
volumes of attractively priced new investments. Confidence is improving among
most of the management teams of companies in the portfolio, following an
extended period of challenging trading conditions in most market sectors.
Following a significant pick up in deal flow, our strategy is to select niche
companies with strong market positions within their sectors rather than
targeting specific sectors. However, we remain alert to the potential impact on
the UK economy of the cuts in public spending that are being implemented by the
Coalition Government.
We have been appreciative of the Board's support through a period when we have
thought it prudent to retain funds until economic conditions improved, rather
than make investments of a lower quality. Where we have chosen to invest, our
strategy has been to ensure that the companies were properly capitalised at the
time of investment so that they were well positioned to contend with adverse
market conditions. This, together with our focus on MBOs of established,
profitable companies, has enabled us to build a resilient portfolio which has
weathered the recession well.
It is notable that no further funding has been required by any of the investee
companies, to help them deal with the downturn, during the year. We have been
working actively with the management teams of investee companies encouraging
them to take cost cutting measures and discussing their budgets, forecasts and
cost structure to ensure that their businesses remain as resilient as possible.
The majority of investee companies have managed their cashflow well and remain
cash-generative. Since commencing the investment programme five years ago, just
two investments representing 1.3% of total investment current cost have failed.
In addition to Legion Group which is discussed below, FH Ingredients was put
into Administration and subsequently dissolved in December 2008.
New investment
The last few months have been relatively busy in terms of investment activity
with four new investments completing since the end of October, two of which
used existing acquisition vehicles. In the first of these, the Company used its
investment of £1 million in the acquisition vehicle, Aust, to support the MBO
of RDL Recruitment Corporation, a European recruitment provider within the
pharmaceutical, business intelligence and IT sectors based in London and
Woking. The company, which employs 70 staff, was established in 1992. It
sources staff for over 300 major companies, matching niche professionals with
"hard to fill" contract assignments and staff positions. The VCT's total
investment in this company, which changed its name to Aust Recruitment Group
Limited following the MBO, now stands at £1.6 million.
Secondly, the VCT invested £527,214 in December to support the MBO of Faversham
House Group Limited. Based in Croydon, this is an established, media company
providing magazines, exhibitions and online resources in the environment and
sustainability, visual communications and building services sectors.
Again in December, the VCT invested £305,000 into the AiM listed company Omega
Diagnostics Group Plc. Based in Alva, Scotland this company provides high
quality in vitro diagnostics products for use in hospitals, blood banks,
clinics and laboratories in over 100 countries and specialises in the areas of
food intolerance, autoimmune disease and infectious disease. The share price
has moved up since investment, giving an early uplift from cost of £76,248 by
the year-end.
Finally, also in December, the VCT used its existing acquisition vehicle,
Apricot Trading, to support the MBO of Automated Systems Group plc, a Cambridge
based printer and copier services business with a broad customer base of
schools and SMEs. The VCT's total investment in this company, which changed its
name to ASL Technology Holdings Limited following the MBO now stands at £1.3
million.
Our Operating Partner programme continues to pursue an active search for
investment opportunities and the three remaining acquisition vehicles, Bladon
Castle Management, Fullfield and Vanir Consultants, are all actively seeking
suitable investment opportunities in a variety of sectors including food
manufacturing, retailing, brand management, health and well-being and IT, but
so far have not found sufficiently attractive investment opportunities at the
right price. Each of the acquisition vehicles is headed by an experienced
Chairman, well-known to us, who is working closely with us in seeking to
identify and complete investments in specific sectors relevant to their
industry knowledge and experience.
Realisations
We are pleased to report that a number of companies in the portfolio continue
to be strongly cash generative. As a result of this the Company has received a
total of £672,775 in loan stock repayments during the year (including any
premiums paid). Amongst these, DiGiCo Europe continues to make regular
repayments, the latest amount being £145,239 received in June. Monsal repaid £
130,250 in July; Westway made two repayments totalling £215,496 in September
and November; and ATG Media repaid £181,790 in October.
Since the year-end, Iglu.com has repaid its loan stock in full, realising £
1,205,180 for the Company. It is particularly impressive that Iglu generated
sufficient cash in the short time since investment in December 2009 to make
this repayment possible.
In January 2011, following the year-end, the Company realised its entire
investment in Campden Media for a cash consideration of £836,294, representing
85.8% of the total investment cost of £975,000. Together with interest paid
over the life of the investment the total cash return was £1,016,150,
representing 104.2% of cost.
Portfolio review
As at 31 December 2010, the portfolio comprised twenty-four (2009: twenty-two
in the combined portfolios of the two VCTs) qualifying investments with a cost
of £26.9 million (2009: £27.2 million) and valued at £31.0 million (2009: £23.9
million) representing 115.4% (2009: 87.5%) of cost. Six of these investments
are currently held at cost, eight are valued at below cost and ten above cost.
Realisations during the year generated cash proceeds of £1.1 million.
The three investments made towards the end of 2009 into Westway, CB Imports
(Country Baskets) and Iglu.com, are all now valued above cost as a result of
out-performance of their investment plans. Despite seeing a fall in licence
income, VSI has gained from the relative weakness of sterling against the US
dollar. This company paid a dividend to the VCT of £18,213 in April 2010.
Vectair continues to expand its export business and is making particularly good
progress in the US market. Focus Pharma continues to trade well, comfortably
exceeding its budget for the year to 31 December 2009 and this growth in
profitability has continued during 2010.
The construction and house building sectors remain weak and Youngman, PXP and
Plastic Surgeon continue to trade well below pre-economic downturn levels. Each
business has reduced its costs and managed its cash resources effectively.
Youngman has almost fully repaid its acquisition debt since investment and is
well positioned to benefit from any upturn in its markets. PXP has moved away
from its dependence on private and public sector house builds towards
commercial buildings including hotels, doctor's surgeries and convenience
stores. Plastic Surgeon has diversified into commercial property and insurance
markets.
Monsal is currently trading well behind budget reflecting ongoing project
delays. We have reduced the valuation of this business to cost pending greater
visibility of its upside potential, notwithstanding the substantial investment
made at a higher valuation by a strategic partner during the year,. Blaze Signs
has recovered strongly over the year and enjoyed particularly strong autumn
months. Racoon has continued to recover profitability during 2010.
Disappointingly, Legion Group requested a suspension of trading of its shares
in July 2010 pending clarification of the company's financial position. Legion
had a healthy order book but continued to suffer working capital constraints.
On 6 August 2010, the board appointed administrators and the business was
subsequently sold to OCS Group, culminating in a write off to the Company of £
150,106.
Our strategy remains to invest in strong, profitable companies and we consider
that the prospect of further recovery and progress over the medium term is
good. This is because we believe that the portfolio, taken as a whole, is
resilient and of high quality.
Whilst we cannot be sure of the extent of UK economic recovery, we have been
encouraged by changes in the year and we look forward to a productive new
investment period. Although the coming months are likely to prove more testing
as the public sector cuts begin to take effect, we consider that good quality
companies of the calibre in which we seek to invest, capable of maintaining
competitive advantage, have the potential to succeed in this environment. We
are seeing the confidence of both vendors and sellers return. Having retained
significant uninvested cash, which will be bolstered by the current
fundraising, we consider the Company is very well placed to cover both any
portfolio needs that may arise and to fund attractive new investment
opportunities that should be presented.
Further details of the ten largest investments in the current portfolio,
excluding the three remaining acquisition vehicles (Bladon Castle Management,
Fullfield and Vanir Consultants) which have yet to complete investments and are
held at cost, are outlined below.
DiGiCo Europe Limited
www.digiconsoles.com
Total Ordinary shares Preference shares Loan stock
Cost £1,984,959 £1,765,276 £845 £218,838
Valuation £3,642,210 £3,414,433 £845 £226,932
Basis of valuation: Discounted earnings multiple
Equity % held and voting rights: 12.7%
Business: Designer and manufacturer of digital sound mixing consoles
Location: Chessington, Surrey
History: Management buyout
Income receivable, recognised for the year: £151,521
Audited financial information:
Year ended Turnover Operating profit * Net assets
31 December 2009 £12,922,000 £3,026,000 £5,660,000
British International Holdings Limited
www.islesofscillyhelicopter.com
Total Ordinary shares Preference Loan stock
shares
Cost £2,026,316 £225,000 £1,000 £1,800,316
Valuation £2,989,638 £726,124 £1,750 £2,261,764
Basis of valuation: Discounted earnings multiple
Equity % held and voting rights: 17.5%
Business: Helicopter service operator
Location: Sherborne, Dorset
History: Management buyout
Income receivable, recognised for the year: £31,905
Audited financial information:
Year ended Turnover Operating profit * Net assets
31 December 2009 £16,050,000 £976,000 £2,970,000
CB Imports Group Limited (Country Baskets)
www.countrybaskets.co.uk
Total Ordinary shares Preference Loan stock
shares
Cost £2,000,000 £350,000 - £1,650,000
Valuation £2,655,449 £655,449 - £2,000,000
Basis of valuation: Discounted earnings multiple
Equity % held and voting rights: 12.0%
Business: Importer and distributor of artificial flowers and floral sundries.
Location: East Ardsley, West Yorkshire
History: Management buyout via acquisition vehicle
Income receivable, recognised for the year: £116,814
Audited financial information:
14 months ended Turnover Operating profit Net assets
31 December 2009 £19,755,000 £2,437,000 £8,358,000
The financial information quoted above relates to the operating subsidiary, CB
Imports Limited.
Iglu.com Holidays Limited
www.iglu.com
Total Ordinary shares Preference Loan stock
shares
Cost £1,421,750 £213,263 £3,306 £1,205,181
Valuation £2,328,376 £906,626 £3,306 £1,418,444
Basis of valuation: Discounted earnings multiple
Equity % held and voting rights: 11.6%
Business: On-line ski and cruise travel agent
Location: Wimbledon
History: Management buyout via acquisition vehicle
Income receivable, recognised for the year: £79,128
Audited financial information:
Year ended Turnover Operating profit * Net assets
31 May 2010 £56,617,000 £974,000 £5,151,000
The financial information quoted above relates to the operating subsidiary,
Iglu.com Limited.
ATG Media Holdings Limited
www.antiquestradegazette.com
Total Ordinary shares Preference Loan stock
shares
Cost £1,486,110 £530,871 £1,818 £953,421
Valuation £2,066,951 £1,020,208 £1,818 £1,044,925
Basis of valuation: Discounted earnings multiple
Equity % held and voting rights: 14.0%
Business: Publisher and on-line auction platform operator
Location: London
History: Management buyout via acquisition vehicle
Income receivable, recognised for the year: £71,455
Audited financial information:
Year ended Turnover Operating profit * Net assets
30 September 2009 £6,118,000 £873,000 £2,010,000
Focus Pharma Holdings Limited
www.focuspharmaceuticals.co.uk
Total Ordinary shares Preference Loan stock
shares
Cost £1,370,126 £384,663 £1,953 £983,510
Valuation £1,737,336 £560,676 £1,953 £1,174,707
Basis of valuation: Discounted earnings multiple
Equity % held and voting rights: 4.9%
Business: Licensor and distributor of generic pharmaceuticals
Location: Burton upon Trent, Staffordshire
History: Management buyout
Income receivable, recognised for the year: £80,570
Audited financial information:
Year ended Turnover Operating profit * Net assets
31 December 2009 £16,997,000 £1,151,000 £2,917,000
VSI Limited
www.lightworkdesign.com
Total Ordinary shares Preference Loan stock
shares
Cost £907,993 £440,720 £4,447 £462,826
Valuation £1,698,657 £1,138,102 £4,447 £556,108
Basis of valuation: Discounted earnings multiple
Equity % held and voting rights: 21.8% (20.1% fully diluted)
Business: Provider of software for CAD and CAM vendors
Location: Sheffield
History: Management buyout
Income receivable, recognised for the year: £58,147
Audited financial information:
Year ended Turnover Operating profit Net assets
*
31 December 2009 £4,399,000 £560,000 £976,000
Aust Recruitment Group Limited
www.rdlcorp.com
Total Ordinary shares Preference Loan stock
shares
Cost £1,558,334 £271,044 £1,558 £1,285,732
Valuation £1,558,334 £271,044 £1,558 £1,285,732
Basis of valuation: Cost
Equity % held and voting rights: 14.1%
Business: Recruitment consultants for the pharmaceutical, business intelligence
and IT industries
Location: Woking, Surrey
History: Management buyout via acquisition vehicle
Income receivable, recognised for the year: £22,544
Audited financial information: First audited accounts since the MBO will be for
the year ended 31 December 2010
Blaze Signs Holdings Limited
www.blaze-signs.com
Total Ordinary shares Preference Loan stock
shares
Cost £1,699,507 £472,125 £19,672 £1,207,710
Valuation £1,332,921 - - £1,332,921
Basis of valuation: Discounted earnings multiple
Equity % held and voting rights: 20.8%
Business: Manufacturer and installer of signs
Location: Broadstairs, Kent
History: Management buy-out
Income receivable, recognised for the year: £67,686
Audited financial information:
Year ended Turnover Operating profit * Net assets
31 March 2010 £15,826,000 £414,000 £2,834,000
ASL Technology Holdings Limited (formerly Apricot Trading Limited)
www.aslplc.co.uk
Total Ordinary shares Preference Loan stock
shares
Cost £1,290,479 £452,130 - £838,349
Valuation £1,290,479 £452,130 - £838,349
Basis of valuation: Cost
Equity % held and voting rights: 10.3% (fully diluted)
Business: Supplier of printer and photocopier services
Location: Cambridge
History: Management buyout via acquisition vehicle
Income receivable, recognised for the year: £2,067
Audited financial information: First audited accounts since investment will be
for the year ended 30 September 2011
Further details of the investments in the Company's portfolio may be found on
the Manager's website: www.matrixpep.co.uk.
________________________________________________________________
* Operating profit is stated before charging amortisation of goodwill where
appropriate for all investee companies.
None of our investee companies are in breach of filing deadlines with the
Registrar of Companies.
Investment Portfolio Summary
as at 31 December 2010
Date of Total Valuation % value % of
initial book of net equity
investment cost assets held by
funds
managed
by MPEP*
£'000 £'000
Qualifying investments
AIM quoted investments
Legion Group plc (in Aug-05 150 - 0.0% 2.9%
administration)
Provider of manned guarding,
mobile patrolling, and alarm
response services
Omega Diagnostics Group plc Dec-10 305 381 1.0% 9.8%
In vitro diagnostics for food
intolerance, autoimmune diseases
and infectious diseases
-------- -------- --------
455 381 1.0%
Unquoted investments
DiGiCo Europe Limited Jul-07 1,985 3,642 9.5% 30.0%
Designer and manufacturer of
digital sound mixing consoles
British International Holdings May-06 2,026 2,990 7.8% 34.9%
Limited
Helicopter service operator
CB Imports Group Limited Dec-07 2,000 2,656 6.9% 24.0%
(Country Baskets)
Importer and distributor of
artificial flowers and floral
sundries.
Iglu.com Holidays Limited Oct-07 1,422 2,328 6.0% 35.0%
On-line ski and cruise travel
agent
ATG Media Holdings Limited Oct-08 1,486 2,067 5.4% 40.0%
Publisher and on-line auction
platform operator
Focus Pharma Holdings Limited Oct-07 1,370 1,737 4.5% 13.0%
Licensor and distributer of
generic pharmaceuticals
VSI Limited Apr-06 908 1,699 4.4% 48.9%
Provider of software for CAD and
CAM vendors
Aust Recruitment Group Limited Oct-07 1,558 1,558 4.1% 45.2%
formerly Aust Construction
Investors Limited)
Recruitment consultants for the
pharmaceutical, business
intelligence and IT industries
Blaze Signs Holdings Limited Apr-06 1,700 1,333 3.5% 52.5%
Manufacturer and installer of
signs
ASL Technologies Holdings Mar-08 1,291 1,291 3.3% 34.0%
Limited (formerly Apricot
Trading limited)
Printer and photocopier services
Westway Services Holdings (2010) Jun-09 603 1,182 3.1% 13.0%
Limited (formerly MC440 Limited)
Designer and distributor of air
conditioning units.
Monsal Holdings Limited Dec-07 1,182 1,174 3.1% 30.1%
Supplier of engineering services
to water and waste sectors
Bladon Castle Management Limited Dec-08 1,000 1,000 2.6% 50.0%
Company seeking to acquire
businesses in the retail or
health and well-being products
sector
Fullfield Limited Dec-08 1,000 1,000 2.6% 50.0%
Company seeking to acquire
businesses in food
manufacturing, distribution or
brand management sectors
Vanir Consultants Limited Oct-08 1,000 1,000 2.6% 50.0%
Company seeking to acquire
buisnesses in data management,
mapping, data mapping and
management services
Vectair Holdings Limited Jan-06 560 995 2.6% 24.0%
Designer and distributor of
washroom products
Campden Media Limited Jan-06 975 836 2.2% 28.0%
Magazine publisher and
conference organiser
Racoon International Holdings Dec-06 1,213 760 2.0% 49.0%
Limited
Supplier of hair extensions,
hair care products and training
Youngman Group Limited Oct-05 1,000 701 1.8% 29.7%
Manufacturer of ladders and
access towers
Faversham House Holdings Limited Dec-10 527 527 1.4% 31.4%
Publisher, exhibition organiser
and operator of websites
The Plastic Surgeon Holdings Apr-08 478 186 0.5% 30.0%
Limited
Supplier of snagging and
finishing services to the
domestic and commercial property
markets
PXP Holdings Limited (Pinewood Dec-06 1,164 - 0.0% 37.3%
Structures)
Designer, manufacturer and
supplier of timber-frames for
buildings
-------- -------- --------
26,448 30,662 79.9%
-------- -------- --------
Total qualifying investments 26,903 31,043 80.9%
-------- -------- --------
Non-qualifying investments
Fidelity Institutional Cash Fund 2,168 2,168 5.6%
plc**
Insight Liquidity Funds plc 1,267 1,267 3.3%
(HBOS)**
SWIP Global Liquidity Fund plc (Scottish 1,149 1,149 3.0%
Widows)**
Institutional Cash Series plc 1,040 1,040 2.7%
(BlackRock)**
Institutional Cash Series plc (formerly 847 847 2.2%
BGI)**
Global Treasury Funds plc (Royal Bank of 568 568 1.5%
Scotland)**
GS Funds plc (Goldman Sachs)** 427 427 1.1%
-------- -------- --------
Total non-qualifying investments 7,466 7,466 19.4%
-------- -------- --------
Total investments 34,369 38,509 100.3%
Other assets 346 0.9%
Current liabilities (404) (1.1)%
-------- -------- --------
Net assets 38,451 100.0%
-------- -------- --------
* The other funds managed by MPEP include Matrix Income & Growth 2 VCT plc,
Matrix Income & Growth 4 VCT plc and The Income & Growth VCT plc.
** Disclosed as Investments at fair value within Current assets in the Balance
Sheet.
Income Statement
for the year ended 31 December 2010
Year ended 31 December 2010 Year ended 31 December 2009
Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Unrealised gains/ - 6,527,412 6,527,412 - (161,173) (161,173)
(losses) on
investments
Realised losses on - (75,045) (75,045) - (177,845) (177,845)
investments
Income 934,890 - 934,890 399,661 - 399,661
Recoverable VAT - - - 1,939 5,818 7,757
Investment management (164,619) (493,859) (658,478) (79,923) (239,769) (319,692)
fees
Other expenses (338,661) - (338,661) (312,239) - (312,239)
Merger costs (69,089) - (69,089) - - -
------------ ------------ ------------ ------------ ------------ ------------
Profit/(loss) on 362,521 5,958,508 6,321,029 9,438 (572,969) (563,531)
ordinary activities
before taxation
Tax on profit/(loss) (49,224) 49,851 627 (641) - (641)
on ordinary
activities
------------ ------------ ------------ ------------ ------------ ------------
Profit/(loss) for the 313,297 6,008,359 6,321,656 8,797 (572,969) (564,172)
year
------------ ------------ ------------ ------------ ------------ ------------
-
Basic and diluted 0.95p 18.30p 19.25p 0.04p (2.77)p (2.73)p
earnings per ordinary
share
All the items in the above statement derive from continuing operations of the
Company. This includes the return on the assets and activities of Matrix Income
& Growth 3 VCT plc after they were transferred to the Company on 20 May 2010.
There were no other recognised gains or losses in the year. The total column is
the profit and loss account of the Company. Other than revaluation movements
arising on investments held at fair value through the profit and loss account,
there were no differences between the return as stated above and at historical
cost.
Balance Sheet
as at 31 December 2010
31 December 2010 31 December 2009
£ £
Fixed assets
Investments at fair value 31,043,002 11,779,583
Current assets
Debtors and prepayments 231,222 94,327
Current investments 7,466,137 5,177,570
Cash at bank 114,672 46,253
------------------- -------------------
7,812,031 5,318,150
Creditors: amounts falling due within (404,126) (118,363)
one year
------------------- -------------------
Net current assets 7,407,905 5,199,787
------------------- -------------------
Net assets 38,450,907 16,979,370
------------------- -------------------
Capital and reserves
Called up share capital 397,795 203,735
Capital redemption reserve 29,364 17,703
Share premium account 16,852,849 -
Revaluation reserve 4,290,333 (2,271,608)
Special distributable reserve 16,423,246 17,907,374
Profit and loss account 457,320 1,122,166
------------------- -------------------
Equity shareholders' funds 38,450,907 16,979,370
------------------- -------------------
Basic and diluted net asset value per 96.66p 83.34p
Ordinary Share
Reconciliation of Movements in Shareholders' Funds
for the year ended 31 December 2010
Year ended Year ended
31 December 2010 31 December 2009
£ £
Opening shareholders' funds 16,979,370 17,998,562
Purchase of own shares (890,013) (247,033)
Shares issued upon merger with Matrix 17,111,545 -
Income & Growth 3 VCT plc
Stamp duty on shares issued upon merger (52,975) -
with Matrix Income & Growth 3 VCT plc
Profit/(loss) for the year 6,321,656 (564,172)
Dividends paid in year (1,018,676) (207,987)
------------------- -------------------
Closing shareholders' funds 38,450,907 16,979,370
------------------- -------------------
Cash Flow Statement
for the year ended 31 December 2010
Year ended Year ended
31 December 2010 31 December 2009
£ £ £ £
Operating activities
Investment income received 827,488 398,184
VAT received and interest thereon - 223,249
Investment management fees paid (587,816) (239,743)
Other cash payments (461,372) (357,430)
Payment of merger costs of the (78,636) -
Company
------------- ------------- ------------- -------------
Net cash (outflow)/inflow from (300,336) 24,260
operating activities
Investing activities
Acquisitions of investments (1,124,409) (567,834)
Disposals of investments 1,123,942 1,996,610
------------- ------------- ------------- -------------
Net cash (outflow)/inflow from (467) 1,428,776
investing activities
Taxation
Taxation paid - (106,857)
------------- ------------- ------------- -------------
Net cash outflow from taxation - (106,857)
Equity dividends
Payment of dividends (1,018,676) (207,987)
------------- ------------- ------------- -------------
Cash (outflow)/inflow before (1,319,479) 1,138,192
liquid resource management and
financing
Management of liquid resources
Decrease in current investments (2,288,567) (801,846)
Financing
Share capital raised - -
Cash received on acquisition of 4,561,289
net assets from Matrix Income &
Growth 3 VCT plc
Stamp duty on shares issued to (52,975) -
acquire net assets of Matrix
Income & Growth 3 VCT plc
Payments to meet merger cost of (133,191)
Matrix Income & Growth 3 VCT plc
Share capital bought back (698,658)
------------- ------------- ------------- -------------
3,676,465 (361,905)
------------- ------------- ------------- -------------
Increase/(decrease) in cash for 68,419 (25,559)
the year
------------- ------------- ------------- -------------
Notes
1. Basis of accounting
This announcement of the annual results of the Company for the year ended 31
December 2010 have been prepared using accounting policies consistent with
those adopted in the full audited annual accounts which have been prepared
under UK Generally Accepted Accounting Practice (UK GAAP) and the Statement of
Recommended Practice, `Financial Statements of Investment Trust Companies
and Venture Capital Trusts' ("SORP") issued by the Association of Investment
Companies in January 2009.
2. Acquisition of assets from Matrix Income and Growth 3 VCT plc
On 20 May 2010, the assets and liabilities of Matrix Income & Growth 3 VCT plc
were transferred to the Company in exchange for the issue of a further
20,572,129 Ordinary Shares in the Company, at a total value of £17,111,545. The
income and costs for the period up to 20 May 2010 and the comparable period for
last year reflect the activities of the Company before the acquisition and
after that date reflect those of the Company as enlarged by the acquisition.
The assets acquired comprised:-
Fixed asset Investments 12,801,084
Current asset investments 4,561,289
Other net current (250,828)
liabilities
--------------
17,111,545
Subsequently and on the same day, Matrix Income & Growth 3 VCT plc was placed
into members' voluntary liquidation pursuant to a scheme of reconstruction
under section 110 of the Insolvency Act 1986.
The net asset values (NAV) per share of each fund used for the purposes of
conversion at the calculation date of 19 May 2010, and the resultant conversion
ratios into Ordinary Shares were:
NAV per Conversion ratio applied to Matrix
share Income & Growth 3 VCT plc Ordinary
(pence) Shares to obtain new number of Matrix
Income & Growth VCT plc Ordinary
Shares
Matrix Income & Growth VCT 83.17829000 -
plc
Matrix Income & Growth 3 VCT 88.63097637 1.0655542
plc
Share certificates reflecting the new shareholdings totalling 20,572,129
Ordinary Shares in Matrix Income & Growth VCT plc were sent to shareholders on
26 May 2010.
Based upon estimated total merger costs of £285,000 to merge the Company with
Matrix Income & Growth 3 VCT plc, the Company's share of these costs is £
130,945. This includes £52,975 of stamp duty, charged to the share premium
account. £69,089 is disclosed as merger costs in the Income Statement and the
balance of £8,881 relates to run-off insurance in future periods which is held
within prepayments. Final figures for the costs of the merger are not yet
available as the liquidation of Matrix Income and Growth VCT plc is not yet
finalised. However, at this stage the Board expects that the final costs will
be slightly less than currently estimated in total.
2. Income
2010 2009
£ £
Income from bank deposits 367 919
Income from investments
- from equities 194,226 26,345
- from overseas based OEICs 35,779 37,254
- from loan stock 700,647 315,598
- from VAT recoverable - 15,492
---------------- ----------------
930,652 394,689
Other income 3,871 4,053
---------------- ----------------
Total income 934,890 399,661
---------------- ----------------
Total income comprises
Dividends 230,005 63,599
Interest 701,014 332,009
Other income 3,871 4,053
---------------- ----------------
934,890 399,661
---------------- ----------------
Income from investments comprises
Listed overseas securities 35,779 37,254
Unlisted UK securities 194,226 26,345
Loan stock interest 700,647 315,598
---------------- ----------------
930,652 379,197
---------------- ----------------
Total loan stock interest due but not recognised in the year was £457,084
(2009: £451,904).
3. Basic and diluted net asset value per share
Net asset value per Ordinary share is based on net assets at the end of the
year, and on 39,779,546 (2009: 20,373,514) Ordinary Shares, being the number of
Ordinary Shares in issue on that date.
4. Basic and diluted earnings per share
2010 2009
£ £
Total earnings after taxation: 6,321,656 ( 564,172)
Basic and diluted earnings per share (note a) 19.25p (2.73)p
Revenue profit from ordinary activities after 313,297 8,797
taxation
Basic and diluted revenue earnings per share 0.95p 0.04p
(note b)
Net unrealised capital gains/(losses) on 6,527,412 ( 161,173)
investments
Net realised capital losses on investments ( 75,045) ( 177,845)
Recoverable VAT - 5,818
Capital management fees less taxation ( 444,008) ( 239,769)
--------------- ---------------
Total capital earnings 6,008,359 ( 572,969)
Basic and diluted capital earnings per share 18.30p (2.77)p
(note c)
Weighted average number of shares in issue in 32,833,601 20,648,175
the year
Notes
a) Basic earnings per share is total earnings after taxation divided by the
weighted average number of shares in issue.
b) Revenue earnings per share is the revenue profit after taxation divided by
the weighted average number of shares in issue.
c) Capital earnings per share is the total capital earnings/(loss) after
taxation divided by the weighted average number of shares in issue.
d) There are no instruments that will increase the number of shares in issue in
future. Accordingly, the above figures currently represent both basic and
diluted earnings per share.
7. Dividends paid and payable
The directors have recommended a final dividend in respect of the year ended 31
December 2010 of 5.0 pence per share, comprising 4.5 pence from capital and 0.5
pence from income. If approved at the Annual General Meeting the dividend will
be paid on 27 May 2011 to shareholders on the Register on 13 May 2011.
8. Related party transactions
Bridget Guérin is a shareholder (1.4%) of Matrix Group Limited, which owns 100%
of the equity of:-
1. MPE Partners Limited which has a 50% interest in Matrix Private Equity
Partners LLP ('MPEP'), the Company's Investment Manager.
2. Matrix Securities Limited which previously provided Company Secretarial and
Accountancy Services to the Company under agreements dated 9 July 2004 for
a fee of £35,590 (2009: £88,387) in the period. At the year-end £7 (2009: £
21,861) was due to Matrix Securities Limited. Following a re-organisation
of the Matrix group of companies, MPEP now provides administration services
under the terms of an investment management agreement dated 20 May 2010.
The revised annual fee for all combined services, including investment
management services, is 2% of net assets plus £120,000 per annum, the
latter inclusive of VAT and subject to increase in RPI.
3. Matrix CC Limited which has a 97% interest in Matrix Corporate Capital LLP
("MCC"), the Company's Corporate Broker. Nine (2009: four) share buy-backs
were undertaken by MCC on the Company's instruction, costing £890,013
(2009: £247,033). Fees of £15,863 (2009: £9,161) were paid to MCC during
the year and there was £190,399 (2009: £nil) due to MCC at the year-end in
respect of a purchase by the Company of 228,707 of its own shares on 22
December 2010.
Each of the Directors holds a small number of shares, representing less than
0.015% of the issued share capital in each case, in each of Matrix Income &
Growth 4 VCT plc and The Income & Growth VCT plc which are both also managed by
MPEP,
9.Post balance sheet events
Since the year end the entire holding of Campden Media was sold for total
proceeds of £836,294, which is consistent with the valuation reported in the
accounts.
On 8 February 2011, Iglu.com Holidays Limited repaid all of their loan stock
realising proceeds of £1,428,481 of which £213,262 was premium and £10,037 was
interest due up until the date of repayment.
Under the linked offer for subscription launched on 12 November 2010, the
Company has allotted 3,465,559 shares, raising net funds of £3,275,599 up to
the date of the approval of these accounts.
10. Financial Information
The financial information set out in these statements does not constitute the
Company's statutory accounts for the year ended 31 December 2010 in terms of
section 434 of the Companies Act 2006 but is derived from those accounts.
Statutory accounts for the year ended 31 December 2010 will be delivered to
Companies House following the Company's Annual General Meeting. The auditors
have reported on those accounts: their report was unqualified and did not
contain a statement under Section 498 of the Companies Act 2006.
11.Annual Report
The Annual Report for the year ended 31 December 2010 will shortly be made
available on the Company's website: www.migvct.co.uk. and Shareholders will be
notified of this by email or post or sent a hard copy in the post in accordance
with their instructions. Copies will be available thereafter to members of the
public from the Company's registered office.
12.Annual General Meeting
The Annual General Meeting will be held at 11.00 am on Wednesday, 4 May 2011 at
the offices of Matrix Group Limited, One Vine Street, London W1J 0AH.
Contact details for further enquiries:
Sarah Penfold of Matrix Private Equity Partners LLP (the Company Secretary) on
020 3206 7000 or by e-mail to mig@matrixgroup.co.uk
Mark Wignall or Mike Walker at Matrix Private Equity Partners LLP (the
Investment Manager), on 020 3206 7000 or by e-mail to info@matrixpep.co.uk.