Half-yearly Report
Mobeus Income & Growth VCT plc ("the Company")
Half-Yearly results for the six months ended 30 June 2013
INVESTMENT OBJECTIVE
Mobeus Income & Growth VCT plc ("the Company" 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 Mobeus Equity Partners LLP ("Mobeus" or "the
Manager").
The Company's objective is to provide investors with a regular
income stream, by way of tax free dividends, and to generate capital growth
through portfolio realisations, which can be distributed by way of additional
tax free dividends.
FINANCIAL HIGHLIGHTS
- Net asset value (NAV) total return per share for the period was 9.00%.
- A total of £5.12 million was invested in the period, including the MBO of
Gro-Group and two acquisitions by two existing portfolio companies, ATG Media
and Fullfield (Motorclean).
- An interim dividend of 4.00 pence per share has been declared. This payment
will bring total cumulative dividends paid to Shareholders since launch to
44.05 pence per share.
- Strong liquidity has been enhanced by a successful fundraising in 2013 from
which new funds of £8.28 million were raised by the Company.
PERFORMANCE SUMMARY
The net asset value per share of the Company at 30 June 2013 was 100.70 pence
The table below shows the recent past performance of the original funds raised
in 2004/05. Performance data for all fundraising rounds and for former Matrix
Income & Growth 3 VCT Shareholders is shown in the Performance Data table at the
end of this announcement.
Net NAV Share Cumulative Cumulative total return
assets per price dividends per
share (mid- paid per share to Shareholders
market share since launch 2
price)1
(NAV basis) (Share price
basis)
(£m) (p) (p) (p) (p) (p)
As at 30 June 2013 54.00 100.70 86.00 40.05 140.75 126.05
As at 31 December 43.29 94.22 80.50 38.05 132.27 118.55
2012
As at 30 June 2012 42.08 91.08 80.50 33.05 124.13 113.55
1 Source: London Stock Exchange.
2 Total return per share comprises either the NAV per share (NAV basis) or the
mid-market price per share (share price basis), plus cumulative dividends paid
per share.
Interim dividend
An interim dividend of 4.00 pence per share, comprising 2.00 pence
from income and 2.00 pence from capital, has been declared by the Directors
and will be paid on 18 September 2013 to Shareholders on the Register on 23
August 2013. This payment will bring cumulative dividends paid to date to
44.05 pence per share.
Investment portfolio
The VCT's investment portfolio was valued at
£37.33 million at 30 June 2013 having achieved a gain of £3.5 million since 31
December 2012. This portfolio value includes £3 million invested in
acquisition vehicles at the period-end.
Liquidity
The Company holds approximately £16.56 million in cash, cash deposits and readily
realisable assets that are available for further investments, dividends and share
buybacks.
CHAIRMAN'S STATEMENT
This Half-Yearly Report covers the six month period ended 30 June
2013.
Net asset value (NAV) and total return to Shareholders
The net asset value per share as at 30 June 2013 was 100.70 pence
compared with the previously reported NAV per share of 94.22 pence as at 31
December 2012.
The Company's total return for the half-year (NAV basis) was 9.00%
(2012: 1.82%), after allowing for the final dividend of 2.00 pence per share
in respect of the year ended 31 December 2012 which was paid in this period.
The cumulative NAV total return per share (being the closing net asset value
plus total dividends paid to date since launch) rose during the six month
period from 132.27 pence to 140.75 pence. This encouraging rise in NAV return
over the period was largely due to unrealised gains across the portfolio
notably increases in the valuations of Tessella, Westway, Fullfield (trading
as Motorclean) and ATG Media. In addition, the sale of Newquay Helicopters'
(formerly British International) principal subsidiary to Patriot Aerospace in
May resulted in a realised gain of £461k on repayment of loan stocks and
previously unaccrued interest payments of £748k.
To assist Shareholders who originally invested in any of the
individual fundraisings (including Matrix Income & Growth 3 VCT plc "MIG 3
VCT") to monitor the performance of their investment (including dividend
payments) on a consistent basis, a table showing the returns to Shareholders
from each allotment has been included at the end of this announcement.
Investment portfolio
Overall the investment portfolio recorded a gain of £3.50 million
(10.03% of the opening value) during the first half of the year and was valued
at £37.33 million at the period-end.
A total of £5.12 million (including funds from the acquisition
vehicles Almsworthy, Fosse and Peddars) was invested during the period.
Firstly, in February 2013, the VCT invested a further £1.34 million (using the
acquisition vehicle Almsworthy) to finance Motorclean's acquisition of Forward
Valeting Services in a deal that created the UK's largest provider of car
valeting services. Secondly, a new investment totalling £1.86 million
(including £1 million from the Company's existing investment in the
acquisition vehicle Fosse Management) was made in March 2013 to support the
MBO of Gro-Group. Based in Devon, Gro-Group is the market leader for baby
sleep time products in the UK and Australia. Finally, in April 2013, the VCT
invested £1.64 million (via the acquisition vehicle Peddars Management) to
enable ATG to acquire Bidspotter, a US company providing live bidding and
auction software to industrial and commercial auctioneers.
Shortly after the period-end, in July 2013, the VCT completed a
further new investment of £2.05 million (including the VCT's existing
investment of £1 million in the acquisition vehicle, Madacombe Trading) to
support the MBO of Veritek Global Limited, a Europe-wide provider of
installation, maintenance and support services for blue-chip owners of
printing equipment.
Net cash proceeds received during the period from portfolio
realisations amounted to £3.14 million. This figure included the partial sale
of Faversham House, and loan stock repayments received from Newquay
Helicopters, Fullfield (Motorclean), DiGiCo, Tessella and Westway.
Details of all these transactions and a summary of the performance
highlights in the portfolio can be found in the Manager's Review below.
Revenue account and dividends
The net revenue return for the period rose sharply from £499k at at
this stage last year to £1,216k for this half-year. This was mainly because
income increased by £949k, primarily due to an exceptional level of loan
interest of £752k from Newquay Helicopters which repaid its two principal loan
stocks, together with premiums, interest and arrears. It was the main
contributor to a total rise in loan stock interest of £861k for the half year,
which also reflected the impact of interest from new loan investments
outweighing that foregone from loan repayments. Dividend income rose by £46k
to £156k, principally due to dividends received from Machineworks and Focus
Pharmaceuticals. Income from cash balances rose by a net amount of £42k, as
more cash was retained in bank deposits which paid higher rates of interest
than those available from money market funds.
Running costs rose slightly as fund management fees charged to
revenue rose by £15k due to rising net assets. Other costs also rose by £10k,
due to a rise in directors', professional and registrar's fees countered by a
reduction in trail commission costs.
The rise in income has caused a consequent rise in the taxation
charge attributable to the revenue return, from £86k to £293k. Income from
loan stock is taxable and could mean the Company has a corporation tax
liability at the year-end.
The Directors have declared an interim dividend of 4.00 pence per
share (comprising 2.00 pence from income and 2.00 pence from capital) which
will be paid on 18 September 2013 to Shareholders on the Register on 23 August
2013. This payment will bring cumulative dividends paid per share to 44.05
pence.
Cancellation of the share premium account
Further to a special resolution passed on 22 February 2013, the
Company applied to the High Court to cancel the amount standing to the credit
of its share premium account on 25 January 2013 of £28.87 million. The
cancellation of the share premium account was confirmed by an Order of the
Court on 13 March 2013.
Linked VCT fundraising
The Company participated with Mobeus Income & Growth 4 VCT plc and
The Income & Growth VCT plc in a successful linked fundraising that closed on
30 April 2013. A total of £24.85 million (in excess of the original target of
£21 million) was subscribed for under the Offer across the three VCTs, of
which £8.28 million (£8.09 million after costs) was raised by the Company.
Periodic fundraisings by the Company enable it to maintain a consistent level
of new cash to meet its running costs, fund dividend payments and support the
Company's share buy-back policy which helps to provide liquidity in the
Company's shares in what is normally an extremely illiquid market. The new
funds also mean that the Company's fixed running costs are spread over a
larger asset base.
Liquidity
The Company has diversified its portfolio of cash investments
during the year as it is no longer adding to its investment in money market
funds in response to a change in VCT regulations. It continues to hold £1.63
million in a selection of money market funds with AAA credit ratings at 30
June 2013. The balance of cash and current asset investments of £14.93 million
is held in current and deposit accounts. Given that risks still remain within
the banking sector, these accounts are spread across a number of well-known
financial institutions and across a range of maturities. In addition, the £3
million invested in the Operating Partner acquisition vehicles is also held in
money market funds (reduced to £2 million following the use of Madacombe to
support the MBO of Veritek Global after the period-end). The Company is
currently well-positioned both to take advantage of favourable investment
opportunities as they arise and, if required, to make investments to support
the existing portfolio.
Investment in qualifying holdings
The Company is required to meet the target set by HM Revenue &
Customs ("HMRC") of investing 70% of the funds raised in qualifying unquoted
and AIM quoted companies. The Company exceeded this limit (based on VCT cost
as defined in tax legislation which differs from the actual cost given in the
Investment Portfolio Summary below) throughout the period. The balance of the
portfolio was invested in non-qualifying investments and cash.
Enhanced buyback facility (EBF)
The VCT offered an EBF to Shareholders in January 2013 and this
took place in April 2013. A total of 9.87 million shares were bought-back in
respect of the two tax years 2012/13 and 2013/14 (representing 21.49% of the
shares in issue at the date of launch of the EBF) and 9.57 million new shares
were allotted by the VCT under the EBF. The costs of the EBF were solely borne
by the Shareholders who participated in it.
Share buy-backs
During the six months ended 30 June 2013, the Company bought back a
further 0.71 million of its own shares, representing 1.54% of the issued share
capital at the beginning of the period, at an average price, including costs,
of 83.36 pence per share.
All of the shares bought back in the period were subsequently
cancelled by the Company.
Continuing Shareholders benefit from the difference between the NAV
per share and the price per share at which the shares are bought back and
cancelled.
Selling your shares
The Company's shares are listed on the London Stock Exchange and as
such they can be sold in the same way as any other quoted company through a
stockbroker. However, to ensure that you obtain the best price, if you wish to
sell your shares you are strongly advised to contact the Company's
stockbroker, Panmure Gordon, by telephoning 7886 2716/7 before agreeing a
price with your stockbroker.
Shareholders are also advised to discuss their individual tax
position with their financial advisor before deciding to sell their shares.
Auditor
With effect from 28 March 2013, the Company's auditor, PKF (UK) LLP
merged with BDO LLP to become part of BDO LLP ("BDO"). The Board has
subsequently appointed BDO as the Company's auditor to fill the vacancy
arising as a result of the merger. The Company wrote to Shareholders on 20
June 2013 informing them of this change.
Industry developments
The European Union's Alternative Investment Fund Managers Directive
("AIFMD" ) came into force in the UK on 22 July 2013 with the effect that
investment companies will be subject to further regulatory oversight. Under
the Directive, the Company will be required to appoint an AIFM by 22 July
2014. The Board is currently considering its options. The Board will update
Shareholders on this matter in the Annual Report for the year ending 31
December 2013.
Communicating with Shareholders
The Company maintains a programme of regular communication with
Shareholders through
twice-yearly VCT newsletters produced by the Manager, its
half-yearly and annual reports and the Manager's website:
www.mobeusequity.co.uk
The website is regularly updated with information on your
investments including case studies of portfolio companies and profiles of the
investment team. The Company has its own dedicated section on the website
which includes performance tables, details of dividends paid and copies of
past reports to Shareholders.
The Company has adopted electronic communications which enables
Shareholders to choose between electing to receive communications by email or
as hard copies through the post. Many Shareholders who have not specifically
chosen either of these options receive a letter notifying them where to access
the reports on the website. We believe that this provides a more efficient way
of communicating with Shareholders as well as making savings to the Company on
postage and printing costs.
If you have not already done so, you are encouraged to register
with Computershare's Investor Centre:
www-uk.computershare.com/Investor
which provides the most efficient way of checking information on
your accounts and making changes to your instructions. Once you have
registered you can use the Centre to check your shareholding and dividend
payments and amend your address or bank details. You can also use the site to
manage your options for receiving communications from the Company including
submitting proxy votes for general meetings.
The Board welcomes the opportunity to meet Shareholders at the
Company's General Meetings during which representatives of the Manager are
present to discuss the progress of the portfolio. The next AGM of the Company
will be held in May 2014.
Shareholder workshop - 21 January 2014
The Manager holds an annual VCT workshop for
Shareholders in Central London. Each workshop includes a presentation on the
Mobeus VCTs' investment activity and performance. The Board and the Manager
welcomes feedback from Shareholders and we have been pleased to receive
positive comments from those attending in previous years. The Manager has
taken many of the comments received on board as part of a process of
continuous improvement. The next workshop will be held on Tuesday, 21 January
2014 at the Royal College of Surgeons in central London and Shareholders will
receive an invitation to this event nearer to the date.
Industry awards for the Manager
I reported in the Annual Report that the Manager had been awarded
VCT house of the year in 2012 at both the Investor Allstars and unquote"
British Private Equity Awards. As a further accolade, the Board was pleased to
note that Mobeus was recently voted Private Equity House of the Year at the
Insider South West Dealmakers Awards 2013 by the corporate finance community.
Outlook
Recent data on the UK economy appears to indicate that a recovery
from the financial crisis is underway, and business surveys reveal a cautious
optimism in the corporate sector.
The Manager continues to report that it is being presented with and
is evaluating a high level of good quality investment opportunities. The
Manager will continue to adopt a cautious approach to selecting well-run
profitable companies operating in niche markets and specifically structuring
the terms of deals so as to minimise the downside risk to Shareholders. We
believe that this strategy underpins the quality of the investment portfolio
currently held within the VCT.
Finally, I would like to thank all of our Shareholders for their
continuing support.
Keith Niven
Chairman
Responsibility Statement of the Directors in respect of the
Half-Yearly financial report
In accordance with Disclosure and Transparency Rule (DTR) 4.2.10,
Keith Niven (Chairman), Bridget Guérin (Chairman of the Nominations &
Remuneration Committee) and Tom Sooke (Chairman of the Audit Committee), the
Directors of the Company, confirm that to the best of their knowledge:
(a) the condensed set of financial statements, which has been prepared in
accordance with the statement, "Half-Yearly Reports", issued by the Accounting
Standards Board, gives a true and fair view of the assets, liabilities, financial
position and profit of the Company, as required by DTR 4.2.4;
(b) the Half-Yearly Management Report, included within the Chairman's Statement,
Investment Policy, Manager's Review and Investment Portfolio Summary includes a
fair review of the information required by DTR 4.2.7 being an indication of
the important events that have occurred during the first six months of the
financial year and their impact on the condensed set of financial statements;
(c) a description of the principal risks and uncertainties facing the Company for
the remaining six months is set out below, in accordance with DTR 4.2.7; and
(d) there are no related party transactions that are required to be disclosed in
accordance with DTR 4.2.8.
On behalf of the Board
Keith Niven
Chairman
Principal risks and uncertainties
In accordance with DTR 4.2.7, the Board confirms that the principal
risks and uncertainties facing the Company have not changed materially since
the publication of the Annual Report and Accounts for the year ended 31
December 2012. The Board acknowledges that there is regulatory risk and
continues to manage the Company's affairs in such a manner as to comply with
section 274 of the Income Tax Act 2007. The principal risks faced by the
Company are:
- economic risk;
- loss of approval as a Venture Capital Trust;
- investment and strategic risk;
- regulatory risk;
- financial and operating risk;
- market risk;
- asset liquidity risk;
- market liquidity risk;
A more detailed explanation of these risks can be found in the
Directors' Report on pages 16 - 17 and in Note 19 on pages 45 - 52 of the
Annual Report and Accounts for the year ended 31 December 2012, copies of
which are available on the Manager's website, www.mobeusequity.co.uk or by
going direct to : www.migvct.co.uk.
Going Concern
The Board has assessed the Company's operation as a going concern.
The Company's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Half
Yearly Management Report which is included within the Chairman's Statement,
Investment Policy, Manager's Review and Investment Portfolio Summary. The
Directors have satisfied themselves that the Company continues to maintain a
significant cash position, the majority of companies in the portfolio continue
to trade profitably and the portfolio taken as a whole remains resilient and
well-diversified. The major cash outflows of the Company (namely investments,
buy-backs and dividends) are within the Company's control. The Board's
assessment of liquidity risk and details of the Company's policies for
managing its capital and financial risks are shown in Note 19 on pages 45 - 52
of the Annual Report and Accounts for the year ended 31 December 2012.
Accordingly, the Directors continue to adopt the going concern basis of
accounting in preparing the half-yearly report and annual financial
statements.
Cautionary Statement
This report may contain forward looking statements with regards to
the financial condition and results of the Company, which are made in the
light of current economic and business circumstances. Nothing in this report
should be construed as a profit forecast.
INVESTMENT POLICY
The VCT's policy is to invest primarily in a diverse portfolio of
UK unquoted companies. Investments are usually structured as part loan and
part equity in order to receive 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 lower risk money market
funds.
VCT regulation
The investment policy is designed to ensure that the VCT continues
to qualify and is approved as a VCT by HM Revenue & Customs (HMRC). Amongst
other conditions, the VCT may not invest more than 15% of its investments in a
single company or group of companies and must have at least 70% by value of
its investments throughout the period in shares or securities comprised of VCT
qualifying holdings, of which a minimum overall of 30% by value (70% for funds
raised on or after 6 April 2011) must be in ordinary shares which carry no
preferential rights (save as may be permitted under VCT rules). The VCT can
invest less than 30% by value (70% for funds raised on or after 6 April 2011)
of an investment in a specific company in ordinary shares. It must, however,
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).
UK Companies
The companies in which investments are made must have no more than
£15 million of gross assets at the time of investment and £16 million
immediately following the investment to be classed as a VCT qualifying
holding.
Asset Mix
The 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 around 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.
Co-investment
The VCT aims to invest in larger, more mature, unquoted companies
through investing alongside three other VCTs advised by Mobeus with similar
investment policies. 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
adjusted capital and reserves (as defined therein). The VCT has never borrowed
and the Board 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 policy. Investment and
divestment proposals are originated, negotiated and recommended by the Manager
and are then subject to formal approval by the Directors.
MANAGER'S REVIEW
Overview
The six months to 30 June 2013 have been a period of strong
performance for many of the companies in the portfolio. We believe that this
is a result of focussing on selecting well-run, profitable companies operating
in niche markets and structuring deals to minimise downside risk to
Shareholders.
Portfolio review
At 30 June 2013 the portfolio comprised 29 investments with a cost
of £32.39 million valued at £37.33 million. Overall, the portfolio has
performed well, achieving a gain of £3.50 million over the last six months.
ATG, Fullfield, Tessella and Westway have contributed strongly to
this increase in the overall value of the portfolio over the six month period.
All these companies are trading well; in the cases of ATG and Fullfield, the
valuations have benefitted from attractively-priced acquisitions made during
the period and we are confident that these acquisitions will help in driving
values still further. Westway has recovered well from a dip in trading in the
prior year. Tessella, having made an encouraging start since the MBO in July
2012, has now been valued on an earnings basis for the first time which has
resulted in a significant uplift from cost.
Blaze Signs has continued its impressive recovery having benefitted
from some high profile contract gains, including work on the Olympics site in
2012. DiGiCo Global has continued to grow revenues, and has recently launched
a new range of products. Focus has begun to benefit from the high level of new
product development expenditure over the past year. The valuation of EMaC has
increased further above cost, reflecting this company's pleasing performance
since investment. Against these positive performances, CB Imports, while
trading satisfactorily, is performing slightly below expectations. The
building and construction sector remains weak, causing Youngman and PXP to
find it difficult to establish a solid path to recovery, although the
valuation of Plastic Surgeon is beginning to reflect signs of a recovery.
RDL's performance remains disappointing.
Taken as a whole, the portfolio is performing well and we are
encouraged by the strong and resilient performances of those companies that
are outperforming expectations.
Investment activity
In March 2013, the Company completed a new investment of £1.86
million, to support the MBO of Gro-Group Holdings Limited. The amount invested
included £1 million from the Company's existing investment in the acquisition
vehicle Fosse Management. Devon based Gro-Group created the original, and now
internationally renowned, Gro-bag which has become the number one baby sleep
bag brand in the UK and Australia. Market penetration of the product has
increased from zero to around 90% since the company was founded in 2000 and
turnover has grown to £12 million.
Shortly after the period-end in July 2013, the VCT completed a
further new investment of £2.05 million (including the VCT's existing
investment of £1 million in the seed company, Madacombe Trading) to support
the MBO of Veritek Global Limited, a Europe-wide provider of installation,
maintenance and support services for blue-chip owners of printing equipment.
As mentioned earlier, the VCT has funded strategic acquisitions by
Fullfield and ATG Media in the period. Both transactions have improved the
trading position of these companies and offer good potential for further
growth. In February 2013, the VCT provided an additional £1.34 million, via
the acquisition vehicle Almsworthy Trading, to finance Fullfield's (trading as
Motorclean) acquisition of Forward Valeting Services. The transaction created
the UK's largest provider of car valeting services and brought the VCT's total
investment in this company to £2.58 million. In April 2013, a further £1.64
million was invested into ATG Media, using the VCT's existing investment of £1
million in the acquisition vehicle Peddars Management, to enable it to acquire
Bidspotter Inc., a US business engaged in providing live bidding and auction
software to industrial and commercial liquidation auctioneers, bringing the
VCT's total investment in this company to £3.12 million.
These transactions were specifically structured to enhance the
value of existing successful investments. We are conscious that a materially
lower investment risk is likely to be involved when we back what we know are
successful management teams within the portfolio, compared to a first
investment into a new portfolio company.
A further loan of £293k was advanced to support the working capital
requirements of Newquay Helicopters (formerly British International). This was
used to provide working capital pending the disposal of the company's major
trading subsidiary, which has now occurred. The company has now repaid the
principal and premium of the first two loan stocks, together with all interest
arrears, for total cash proceeds of £3.01 million. The capital proceeds of
£2.26 million compare with an investment cost of £1.8 million. This is a
pleasing outcome and there is the prospect of further returns of capital as
the company realises its remaining assets and activities.
In March 2013, the VCT sold part of its loan stock and its entire
equity investment in Faversham House for net proceeds of £207k. Faversham's
progress has fallen short of expectations and we took the opportunity to agree
with management a phased realisation of our holding. The Company continues to
hold a loan stock investment in this company, valued at 30 June 2013 at £157k.
The total of these figures, £364k, shows a loss when compared with the total
original cost of £527k. However, this partial disposal was in excess of the
valuation of Faversham House at the beginning of the period and has
contributed to the increase in the portfolio's value at the period-end.
The Company has continued to benefit from the profitability and
strong cash position of a number of investee companies and has received
partial loan stock repayments totalling £674k in the six months covered by
this report, from DiGiCo Global, Tessella, Fullfield and Westway in addition
to the partial realisations of Newquay Helicopters and Faversham House
mentioned above.
Outlook
The outlook for the UK economy appears to have improved recently,
with a greater sense of optimism starting to assert itself. The overall
environment still holds uncertainties, but we are experiencing many more good
quality opportunities for new investment. We are much more confident of
deploying higher levels of capital into new investments in 2013 than in
previous years. The majority of our existing portfolio companies should
continue to make good progress.
We are encouraged by the portfolio's performance over the six
months. Combined with a higher level of investment in new opportunities, we
are optimistic that performance should be able to be sustained and that the
portfolio will yield good returns over the medium term.
Mobeus Equity Partners LLP
INVESTMENT PORTFOLIO SUMMARY
as at 30 June 2013
Market sector Date of Total Valuation %
investment book value of
cost* net
assets
Qualifying investments £'000 £'000
AiM quoted investments
Omega Diagnostics Group plc Health care, Dec-10 305 419 0.8%
equipment and
services
In-vitro diagnostics for food
intolerance, autoimmune
diseases and infectious
diseases
-------- -------- --------
Total AiM quoted qualifying investments 305 419 0.8%
-------- -------- --------
Unquoted investments
ATG Media Holdings Limited Media Oct-08 3,122 6,076 11.3%
Publisher and on-line auction
platform operator
Fullfield Limited (Motorclean) Support Jul-11 2,577 3,229 6.0%
Provider of vehicle cleaning services
and valet services
Ingleby (1879) Limited (EMaC) Support Nov-11 1,762 2,452 4.5%
Service plans for the motor trade services
CB Imports Group Limited (Country Baskets) General Dec-09 2,000 2,319 4.3%
Importer and distributor of retailers
artificial flowers and floral
sundries
Tessella Holdings Limited Support Jul-12 1,607 2,148 4.0%
Technology consultancy services
Gro-Group Holdings Limited General Mar-13 1,858 1,858 3.4%
Baby sleep products retailers
Blaze Signs Holdings Limited Support Apr-06 727 1,774 3.3%
Manufacturer and installer of services
signs
Focus Pharma Holdings Pharmaceuticals Oct-07 1,043 1,706 3.2%
Limited
Licensor and distributor of
generic pharmaceuticals
Machineworks Software Software and Apr-06 223 1,304 2.4%
Limited computer
Software for CAM and services
machine tool vendors
Westway Services Holdings Support Jun-09 513 1,201 2.2%
(2010) Limited services
Installation, maintenance and
servicing of air-conditioning
systems
EOTH Limited (Rab and Lowe General Oct-11 1,000 1,080 2.0%
Alpine) retailers
Branded outdoor equipment and outdoor clothing
Ackling Management Limited Acquisition Apr-12 1,000 1,000 1.9%
Company preparing to trade in vehicle
the food manufacturing,
distribution and brand
management sectors
Culbone Trading Limited Acquisition Mar-12 1,000 1,000 1.9%
Company preparing to trade in vehicle
the outsourced sector
Madacombe Trading Limited Acquisition Mar-12 1,000 1,000 1.9%
Acquisition vehicle used to vehicle
complete the MBO of Veritek
Global following the period-end
RDL Corporation Limited Support Oct-10 1,558 967 1.8%
services
Recruitment consultants for
the pharmaceutical, business
intelligence and IT industries
ASL Technology Holdings Support Dec-10 1,913 814 1.5%
Limited services
Supplier of printer and
photocopier services
Plastic Surgeon Holdings Support Apr-08 478 709 1.3%
Limited, The services
Supplier of snagging and
finishing services to the
domestic and commercial
property markets
Youngman Group Limited Support Oct-05 1,000 701 1.3%
services
Manufacturer of ladders and
access towers
Vectair Holdings Limited Support Jan-06 139 481 0.9%
services
Designer and distributor of
washroom products
Newquay Helicopters (2013) Support Jun-06 226 396 0.7%
Limited services
(formerly British International
Holdings Limited)
Supplier of helicopter services
Racoon International Holdings Personal Dec-06 1,213 384 0.7%
Limited goods
Supplier of hair extensions,
hair care products and training
Lightworks Software Limited Software and Apr-06 223 255 0.5%
Software for CAD vendors computer
services
Faversham House Holdings Dec-10 157 157 0.3%
Limited Media
Publisher, exhibition organiser
and operator of websites
Support Dec-07 1,299 117 0.2%
Monsal Holdings Limited services
Supplier of engineering
services to the water and waste sectors
PXP Holdings Limited Construction Dec-06 1,278 114 0.2%
(Pinewood Structures) and building
Designer, manufacturer, materials
supplier and installer of timber-
frames for buildings
Legion Group plc Support Aug-05 150 - 0.0%
- in administration services
Provider of manned guarding,
mobile patrolling, and alarm
response services
Watchgate Limited Holding Nov-11 1 1 - 0.0%
company
Holding company
-------- -------- --------
Total unquoted qualifying
investments 29,067 33,242 61.7%
-------- -------- --------
Total qualifying investments 29,372 33,661 62.5%
-------- -------- --------
Non-qualifying investments
DiGiCo Global Limited Technology, Dec-11 2,429 3,082 5.7%
Designer and manufacturer of hardware and
audio mixing desks equipment
General Oct-11 298 298 0.6%
EOTH Limited retailers
Support Mar-13 293 293 0.5%
Newquay Helicopters (2013) Limited services
-------- -------- --------
Total portfolio investments 32,392 37,334 69.3%
-------- -------- --------
Cash at Natwest Bank plc 6,928 6,928 12.8%
Lloyds TSB Bank plc 2,000 2,000 3.7%
Nationwide Building Society 2,000 2,000 3.7%
HSBC Bank plc 2,000 2,000 3.7%
The Co-operative Bank 2,000 2,000 3.7%
GS Funds plc (Goldman Sachs) 429 429 0.7%
Global Treasury Funds plc (Royal Bank of Scotland) 387 387 0.7%
Insight Liquidity Funds plc (HBOS) 271 271 0.5%
Institutional Cash Series plc (BlackRock) 256 256 0.5%
SWIP Global Liquidity Fund plc (Scottish Widows) 176 176 0.3%
Fidelity Institutional Cash Fund plc 114 114 0.2%
Other assets 500 500 0.9 %
Current liabilities (390) (390) (0.7)%
-------- -------- --------
Net assets 49,063 54,005 100.0%
-------- -------- --------
* Book cost includes the fair value of the qualifying investments acquired from
Matrix Income
& Growth 3 VCT plc on 20 May 2010, still held at 30 June 2012, of £3,999,453.
UNAUDITED INCOME STATEMENT
for the six months ended 30 June 2013
Six months ended 30 June 2013 Six months ended 30 June 2012
(unaudited) (unaudited)
Notes Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Unrealised gains
on investments 9 - 2,890,482 2,890,482 - 130,229 130,229
Net realised
gains on investments 9 - 605,461 605,461 - 294,571 294,571
Income 3 1,816,882 - 1,816,882 867,906 - 867,906
Investment
management fees 4 (136,480) (409,440) (545,920) (121,744) (365,233) (486,977)
Other expenses (170,922) - - (170,922) (160,731) - (160,731)
------ ------ ------ ------ ------ ------
Profit on ordinary
activities before
taxation 1,509,480 3,086,503 4,595,983 585,431 59,567 644,998
Tax on
profit/(loss) on
ordinary activities 5 (293,043) 131,406 (161,637) (86,084) 86,084 -
------ ------ ------ ------ ------ ------
Profit attributable
to equity shareholders 1,216,437 3,217,909 4,434,346 499,347 145,651 644,998
------ ------ ------ ------ ------ ------
Basic and diluted
earnings per share 6 2.40p 6.35p 8.75p 1.12p 0.33p 1.45p
Year ended 31 December 2012
(audited)
Notes Revenue Capital Total
£ £ £
Unrealised gains
on investments 9 - 3,488,447 3,488,447
Net realised
gains on investments 9 - 286,530 286,530
Income 3 1,797,530 - 1,797,530
Investment
management
fees 4 (243,545) (730,634) (974,179)
Other expenses (263,893) - (263,893)
------ ------ ------
Profit on ordinary
activities before
taxation 1,290,092 3,044,343 4,334,435
Tax on
profit/(loss) on
ordinary activities 5 (192,913) 192,913 -
------ ------ ------
Profit attributable
to equity
shareholders 1,097,179 3,237,256 4,334,435
------ ------ ------
Basic and diluted
earnings per
share 6 2.42p 7.13p 9.55p
The total column of this statement is the Profit and Loss account
of the Company.
All revenue and capital items in the above statement derive from
continuing operations.
There were no other recognised gains or losses in the period.
Other than revaluation movements arising on investments held at
fair value through profit and loss, there were no differences
between the profit/(loss) as stated above and at historical cost.
UNAUDITED BALANCE SHEET
as at 30 June 2013
30 June 2013 30 June 2012 31 December 2012
(unaudited) (unaudited) (audited)
Notes £ £ £
Non-current assets
Investments at fair value 1c, 9 37,334,097 32,073,317 34,857,675
Current assets
Debtors and prepayments 500,094 227,075 215,525
Current investments 10 9,632,916 5,134,243 3,632,668
Cash at bank 6,927,943 4,913,694 4,713,008
------ ------ ------
17,060,953 10,275,012 8,561,201
Creditors: amounts
falling due within one year (389,830) (271,087) (130,353)
------ ------ ------
Net current assets 16,671,123 10,003,925 8,430,848
------ ------ ------
Net assets 54,005,220 42,077,242 43,288,523
------ ------ ------
Capital and reserves 11
Called up share capital 536,273 461,992 459,465
Capital redemption reserve 181,372 69,067 75,583
Share Premium account 15,361,612 26,661,822 27,018,629
Revaluation reserve 7,903,451 1,876,753 4,886,524
Special distributable reserve 27,383,210 9,761,751 8,989,989
Profit and loss account 2,639,302 3,245,857 1,858,333
------ ------ ------
54,005,220 42,077,242 43,288,523
------ ------ ------
Net asset value per ordinary share 8 100.70p 91.08p 94.22p
UNAUDITED RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
for the six months ended 30 June 2013
Six months ended Six months ended Year ended
30 June 2013 30 June 2012 31 December 2012
(unaudited) (unaudited) (audited)
Notes £ £ £
Opening Shareholders' funds 43,288,523 40,726,175 40,726,175
Purchase of own shares (10,032,939) (1,075,757) (1,588,947)
Shares issued 17,393,269 4,676,532 5,037,328
Profit for the period 4,434,346 644,998 4,334,435
Dividends paid in period 7 (1,077,979) (2,894,706) (5,220,468)
------ ------ ------
Closing Shareholders' funds 54,005,220 42,077,242 43,288,523
------ ------ ------
UNAUDITED SUMMARISED CASH FLOW STATEMENT
for the six months ended 30 June 2012
Six months ended Six months ended Year ended
30 June 2013 30 June 2012 31 December 2012
(unaudited) (unaudited) (audited)
£ £ £
Operating activities
Investment income received 1,700,362 969,894 1,880,902
Other income - - 11,759
Investment management fees paid (545,920) (486,977) (974,179)
Other cash payments (131,504) (127,265) (336,669)
------ ------ ------
Net cash inflow from operating
activities 1,022,938 355,652 581,813
Investing activities
Acquisitions of investments (2,123,350) (7,114,286) (7,793,526)
Disposals of investments 3,142,871 2,884,559 4,129,618
------ ------ ------
Net cash inflow/(outflow) from
investing activities 1,019,521 (4,229,727) (3,663,908)
Dividends
Equity dividends paid (1,077,979) (2,894,706) (5,220,468)
------ ------ ------
Cash inflow/(outflow) before financing
and liquid resource management 964,480 (6,768,781) (8,302,563)
Management of liquid resources
(Increase)/decrease in current
investments (6,000,248) 5,989,438 7,491,013
Financing
Shares issued as part of Joint
Fundraising offer for subscription 7,922,677 4,676,532 5,037,328
Shares issued as part of the Enhanced
Buyback Facility 9,300,734 - -
Shares bought back as part of
Enhanced Buyback Facility (including
expenses) (9,412,459) - -
Share capital bought back (560,249) (1,068,577) (1,597,852)
------ ------ ------
Net inflow from financing activities 7,250,703 3,607,955 3,439,476
------ ------ ------
Increase in cash for the period 2,214,935 2,828,612 2,627,926
------ ------ ------
Reconciliation of profit/(loss) on ordinary activities before taxation to net
cash inflow from operating activities
for the six months ended 30 June 2013
Six months ended Six months ended Year ended
30 June 2013 30 June 2012 31 December 2012
(unaudited) (unaudited) (audited)
£ £ £
Profit/(loss) on ordinary activities before taxation 4,595,983 644,998 4,334,435
Net unrealised gains on investments (2,890,482) (130,229) (286,530)
Net gains on realisations of investments (605,461) (294,571) (3,488,447)
Decrease/(increase) in debtors (114,710) 102,584 114,134
Increase/(Decrease) in creditors 37,608 32,870 (91,779)
------ ------ ------
Net cash inflow from operating activities 1,022,938 355,652 581,813
------ ------ ------
The notes below form part of these half-yearly financial statements.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
1. Principal accounting policies
The following accounting policies have been applied consistently throughout
the period. Full details of principal accounting policies will be disclosed
in the Annual Report.
a) Basis of accounting
The unaudited results cover the six months to 30 June 2013 and have been
prepared under UK Generally Accepted Accounting Practice (UK GAAP),
consistent with the accounting policies set out in the statutory accounts
for the year ended 31 December 2012 and the 2009 Statement of Recommended
Practice, `Financial Statements of Investment Trust Companies and Venture
Capital Trusts' ('the SORP') issued by the Association of Investment
Companies. The financial statements are prepared under the historical cost
convention except for the measurement of certain investments at fair value.
The Half-Yearly Report has not been audited, nor has it been reviewed by the
auditor pursuant to the Auditing Practices Board (APB)'s guidance on Review
of Interim Financial Information.
b) Presentation of the Income Statement
In order to better reflect the activities of a VCT and in accordance with
the SORP, supplementary information which analyses the Income Statement
between items of a revenue and capital nature has been presented alongside
the Income Statement. The revenue column of profit attributable to equity
shareholders is the measure the Directors believe appropriate in assessing
the Company's compliance with certain requirements set out in Section 274
Income Tax Act 2007.
c) Investments
Investments are accounted for on a trade date basis.
All investments held by the Company are classified as "fair value through
profit and loss", in accordance with the International Private Equity and
Venture Capital Valuation ("IPEVCV") guidelines, as updated in September
2009. This classification is followed as the Company's business is to invest
in financial assets with a view to profiting from their total return in the
form of capital growth and income.
For investments actively traded in organised financial markets, fair value
is generally determined by reference to Stock Exchange market quoted bid
prices at the close of business on the balance sheet date. Purchases and
sales of quoted investments are recognised on the trade date where a
contract of sale exists whose terms require delivery within a time frame
determined by the relevant market. Purchases and sales of unlisted
investments are recognised when the contract for acquisition or sale becomes
unconditional.
Unquoted investments are stated at fair value by the Directors in accordance
with the following rules, which are consistent with the IPEVCV guidelines:
All investments are held at the price of a recent investment for an
appropriate period where there is considered to have been no change in fair
value. Where such a basis is no longer considered appropriate, the following
factors will be considered:
(i) Where a value is indicated by a material arms-length transaction by an
independent third party in the shares of a company, this value will be used.
(ii) In the absence of i), and depending upon both the subsequent trading
performance and investment structure of an investee company, the valuation
basis will usually move to either:-
a) an earnings multiple basis. The shares may be valued by applying a
suitable price-earnings ratio to that company's historic, current or
forecast post-tax earnings before interest and amortisation (the ratio used
being based on a comparable sector but the resulting value being adjusted to
reflect points of difference identified by the Manager compared to the
sector including, inter alia, a lack of marketability).
or:-
b) where a company's underperformance against plan indicates a diminution in
the value of the investment, provision against cost is made, as appropriate.
Where the value of an investment has fallen permanently below cost, the loss
is treated as a permanent impairment and as a realised loss, even though the
investment is still held. The Board assesses the portfolio for such
investments and, after agreement with the Manager, will agree the values
that represent the extent to which an investment loss has become realised.
This is based upon an assessment of objective evidence of that investment's
future prospects, to determine whether there is potential for the investment
to recover in value.
(iii) Premiums on loan stock investments are accrued at fair value when the
Company receives the right to the premium and when considered recoverable.
(iv) Where an earnings multiple or cost less impairment basis is not
appropriate and overriding factors apply, discounted cash flow or net asset
valuation bases may be applied.
2. Capital gains and losses on investments, whether nrealiz or nrealized, are
dealt with in the profit and loss and revaluation reserves and movements in
the period are shown in the Income Statement.
3. Income
Six months ended Six months ended Year ended
30 June 2013 30 June 2012 31 December 2012
(unaudited) (unaudited) (audited)
£ £ £
Dividends 156,094 110,061 206,304
Money-market funds 2,999 24,841 32,373
Loan stock interest 1,575,288 714,478 1,482,914
Bank deposits 82,501 18,526 64,180
Other Income - - 11,759
------ ------ ------
Total Income 1,816,882 867,906 1,797,530
------ ------ ------
Investment management expense
4.
In accordance with the policy statement published under "Management and
Administration" in the Company's prospectus dated 9 July 2004, the Directors
have charged 75% of the investment management expense to the capital reserve.
5. Taxation
There is a tax charge for the period as the Company has taxable income in
excess of deductible expenses, and has now utilised all available tax losses
brought forward that had previously reduced taxable profit.
Six months ended 30 June 2013 (unaudited)
Revenue Capital Total
£ £ £
a) Analysis of tax charge:
UK Corporation tax on profits/(losses) for the period 293,043 (131,406) 161,637
------ ------ ------
Total current tax charge/(credit) 293,043 (131,406) 161,637
------ ------ ------
Corporation tax is based on a rate of 20% (2012:
20%)
b) Profit on ordinary activities before tax 1,509,480 3,086,503 4,595,983
Profit on ordinary activities multiplied by small
company rate of corporation tax in the UK of 20% (2012: 20%) 301,896 617,300 919,196
Effect of:
UK dividends (31,219) - (31,219)
Unrealised gains not allowable - (578,096) (578,096)
Realised gains not taxable - (121,092) (121,092)
Losses brought forward (27,152) - (27,152)
Marginal rate 49,518 (49,518) -
------ ------ ------
Actual current tax charge 293,043 (131,406) 161,637
------ ------ ------
Six months ended 30 June 2012 (unaudited)
Revenue Capital Total
£ £ £
a) Analysis of tax charge:
UK Corporation tax on profits/(losses) for the period (86,084) 86,084 -
------ ------ ------
Total current tax charge/(credit) (86,084) 86,084 -
------ ------ ------
Corporation tax is based on a rate of 20% (2012:
20%)
b) Profit on ordinary activities before tax 499,347 145,651 644,998
Profit on ordinary activities multiplied by small company rate of corporation
tax in the UK of 20% (2012: 20%) 99,869 29,130 128,999
Effect of:
UK dividends (22,012) - (22,012)
Unrealised gains not allowable - (26,046) (26,046)
Realised gains not taxable - (58,914) (58,914)
Losses brought forward (22,027) - (22,027)
Marginal rate 30,254 (30,254) -
------ ------ ------
Actual current tax charge 86,084 (86,084) -
------ ------ ------
Year ended 31 December 2012 (audited)
Revenue Capital Total
£ £ £
a) Analysis of tax charge:
UK Corporation tax on profits/(losses) for the period (192,913) 192,913 -
------ ------ ------
Total current tax charge/(credit) (192,913) 192,913 -
------ ------ ------
Corporation tax is based on a rate of 20% (2012:
20%)
b) Profit on ordinary activities before tax 1,290,092 3,044,343 4,334,435
Profit on ordinary activities multiplied by small company rate of corporation
tax in the UK of 20% (2012: 20%) 258,018 608,869 866,887
Effect of:
UK dividends (41,261) - (41,261)
Unrealised gains not allowable - (697,689) (697,689)
Realised gains not taxable - (57,306) (57,306)
Losses brought forward (70,631) - (70,631)
Marginal rate 46,787 (46,787) -
------ ------ ------
Actual current tax charge 192,913 (192,913) -
------ ------ ------
6. Basic and diluted earnings and return per share
The basic and diluted earnings, revenue return and capital return per share
shown below for each period are respectively based on numerators i)-iii), each
divided by the weighted average number of shares in issue in the period - see
iv) below.
Six months ended Six months ended Year ended
30 June 2013 30 June 2012 31 December 2012
(unaudited) (unaudited) (audited)
£ £ £
i) Total earnings after taxation 4,434,346 644,998 4,334,435
Basic and diluted earnings per
ordinary share 8.75p 1.45p 9.55p
ii) Net revenue from ordinary activities after taxation 1,216,437 499,347 1,097,179
Basic and diluted earnings per ordinary share 2.40p 1.12p 2.42p
iii) Net unrealised gains 2,890,482 130,229 3,488,447
Net realised capital gains 605,461 294,571 286,530
Capital expenses (net of taxation) (278,034) (279,149) (537,721)
------ ------ ------
3,217,909 145,651 3,237,256
6.35p 0.33p 7.13p
------ ------ ------
iv) Weighted average number of
shares in issue in the period 50,681,548 44,470,760 45,383,141
------ ------ ------
7. Dividends paid
Six months ended Six months ended Year ended
30 June 2013 30 June 2012 31 December 2012
(unaudited) (unaudited) (audited)
£ £ £
Final income dividend paid for
year ended 31 December 2011 of
1.25p per share - 578,942 578,942
Final capital dividend paid for year
ended 31 December 2011 of 5p
per share - 2,315,764 2,315,765
Interim income dividend paid for
year ended 31 December 2012 of
0.5p per share - - 232,576
Interim capital dividend paid for
year ended 31 December 2012 of
4.5p per share - - 2,093,185
Final income dividend paid for
year ended 31 December 2012 of
1.5p per share 808,484 - -
Final capital dividend paid for year
ended 31 December 2012 of 0.5p
per share 269,495 - -
------ ------ ------
1,077,979 2,894,706 5,220,468
------ ------ ------
8. Basic and diluted net asset value per ordinary share
As at As at As at
30 June 2013 30 June 2012 31 December 2012
(unaudited) (unaudited) (audited)
£ £ £
Net assets 54,005,220 42,077,242 43,288,523
Number of shares in issue 53,627,282 46,199,153 45,946,513
Basic and diluted net asset value
per share (pence) 100.70p 91.08p 94.22p
9. Summary of non-current investments at fair value during the period
Traded Unquoted Unquoted Loan Total
on AiM equity preference stock
shares shares
£ £ £ £ £
Valuation at 1 January 2013 406,664 12,038,383 32,755 22,379,873 34,857,675
Purchases at cost - 1,909 - 2,121,441 2,123,350
Sales - proceeds - (21,862) - (3,131,067) (3,152,929)
- realised gains - 21,862 - 593,657 615,519
Reclassification at valuation - (932,522) 837 931,685 -
Unrealised gains 12,708 2,397,616 750 479,408 2,890,482
------ ------ ------ ------ ------
Valuation at 30 June 2013 419,372 13,505,386 34,342 23,374,997 37,334,097
------ ------ ------ ------ ------
Book cost at 30 June 2013 305,000 8,715,891 46,140 23,324,644 32,391,675
Permanent impairment in
value of investments - (438,104) (1,829) (96,464) (536,397)
Unrealised gains/(losses) at
30 June 2013 114,372 5,227,599 (9,969) 146,817 5,478,819
------ ------ ------ ------ ------
Valuation at 30 June 2013 419,372 13,505,386 34,342 23,374,997 37,334,097
------ ------ ------ ------ ------
Gains on investments
Net realised (losses)/gains
based on historical cost - (178,174) - 667,248 489,074
Less amounts recognised as
unrealised losses in previous
years - (200,036) - 73,591 (126,445)
------ ------ ------ ------ ------
Net realised gains based on
carrying value at 31
December 2012 - 21,862 - 593,657 615,519
Net movement in unrealised
gains in the period 12,708 2,397,616 750 479,408 2,890,482
------ ------ ------ ------ ------
Gains on investments for the
six months ended 30 June
2013 12,708 2,419,478 750 1,073,065 3,506,001
------ ------ ------ ------ ------
Reconciliation to Cash Flow Statement
Sales proceeds above of £3,152,929 differs to that shown in the Cash Flow
Statement of £3,142,871 by transaction costs of £10,058. These transaction
costs also account for the difference between realised gains above of £615,519
and that shown in the Income Statement of £605,461.
Unrealised gains/(losses) at 30 June 2013 of £5,478,819 differ to that shown
in the Revaluation Reserve of £7,903,451. The difference of £2,424,632 is loan
stock received (net of a £163,390 repayment made during the period) as part of
the disposal of DiGiCo Europe Limited in December 2011 which was not
recognised as a realised gain in that year.
10. Current Investments at fair value
These comprise investments of £1,632,916 in six OEIC money market funds (five
Dublin based and one London based) subject to immediate access, and £8,000,000
in four bank deposit accounts or overnight money market funds, repayable
within one year.
11. Capital and reserves
Called Capital Share Revaluation Special Profit Total
up share redemption premium reserve distributable and loss
capital reserve reserve reserve account
£ £ £ £ £ £ £
At 1 January
2013 459,465 75,583 27,018,629 4,886,524 8,989,989 1,858,333 43,288,523
Shares
issued under
Linked Offer
for
Subscription 86,914 - 8,005,621 - - - 8,092,535
Shares
bought back (7,056) 7,056 - - (588,141) - (588,141)
Shares
issued under
Enhanced
Buyback
Facility (note a) 95,683 - 9,205,051 - - - 9,300,734
Shares
bought back
under
Enhanced
Buyback
Facility
(note a) (98,733) 98,733 - - (9,444,798) - (9,444,798)
Cancellation
of share
premium
account (note
b) - - (28,867,689) - 28,867,689 - -
Written off to
special reserve - - - - (441,529) 441,529 -
Realisation of
previously
unrealised
depreciation - - - 126,445 - (126,445) -
Dividend paid - - - - - (1,077,979) (1,077,979)
Profit for the
period - - - 2,890,482 - 1,543,864 4,434,346
------ ------ ------ ------ ------ ------ ------
At 30 June
2013 536,273 181,372 15,361,612 7,903,451 27,383,210 2,639,302 54,005,220
------ ------ ------ ------ ------ ------ ------
Note a: Within this figure are the expenses of the Enhanced Buyback Facility
("EBF") of £144,094. These costs are borne by those shareholders who
participated in the EBF. No fees were charged by the Manager. The EBF
transaction was completed in two tranches, on 4 April 2013 and 8 April 2013.
Across both dates, a total of 9,873,393 Ordinary shares were bought back at
a price of 94.2 pence per share, and immediately following this, 9,568,305
Ordinary shares were allotted at a price of 97.2 pence per share.
Note b: The cancellation of £28,867,689 from the share premium account (as
approved at the General Meeting held on 22 February 2013 and by order of the
Court dated 13 March 2013) has increased the Company's special
distributution reserve. The purpose of this reserve is to fund market
purchases of the Company's own Shares, and to write off existing and future
losses.
As part of the 2013 Linked Offer for Subscription, a total of 8,691,440
Ordinary shares were allotted at prices ranging from 94.6 pence to 99.8
pence per share, raising net funds of £8,092,535.
12. Post balance sheet events
On 26 July 2013, the Company made an investment of £2.05 million to support
the Management buyout of Veritek Global Limited, using the Company's
existing investment of £1 million in the acquisition vehicle Madacombe
Trading Limited and an additional £1.05 million from its cash resources.
13. Statutory information
The information for the period ended 30 June 2013 does not comprise full
financial statements within the meaning of Section 435 of the Companies Act
2006. The financial statements for the year ended 31 December 2012 have been
filed with the Registrar of Companies. The auditor has reported on these
financial statements and that report was unqualified and did not contain a
statement under section 498(2) of the Companies Act 2006.
14. Half-Yearly Report
This Half-Yearly Report will shortly be made available on our website:
www.migvct.co.uk and will be circulated by post to those shareholders who
have requested copies of the Report. Further copies are available free of
charge from the Company's registered office, 30 Haymarket, London, SW1Y 4EX
or can be downloaded via the website.
CONTACT DETAILS FOR ENQUIRIES
Rob Brittain or Sarah Penfold at Mobeus Equity Partners LLP (the
Company Secretary) on 020 7024 7600 or by e-mail on mig@mobeusequity.co.uk
Mark Wignall or Mike Walker at Mobeus Equity Partners LLP (the
Investment Manager), on 020 7024 7600 or by e-mail on info@mobeusequity.co.uk.
DISCLAIMER
Neither the contents of the Company's website nor the contents of
any website accessible from hyperlinks on the Company's website (or any other
website) is incorporated into, or forms part of, this announcement.
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