Half Yearly Report

RNS Number : 3649J
Maven Income and Growth VCT 3 PLC
15 July 2013
 



Maven Income and Growth VCT 3 PLC

Announcement of Half-yearly Report

Interim Management Report

 

Overview

 

The continuing focus for your Company is to achieve long-term capital appreciation and to generate maintainable levels of tax free income for Shareholders through the ongoing expansion of the private equity asset base.

 

During the six month period to 31 May 2013 net assets increased by a further 4.7% to £27.0 million, including the proceeds of the successful Offer for Subscription which closed on 11 February 2013. The portfolio now includes 41 later-stage private company investments, the majority of which are trading positively and paying a yield, and continues to generate strong levels of revenue, which is an important component in your Company's ability to sustain an attractive level of distributions to Shareholders. Consequently, your Board is pleased to declare an interim dividend of 2.0p per share.

 

The Maven team has continued to seek out profitable UK companies with established revenue streams. During the period several significant new assets were added to the portfolio and three profitable realisations were achieved, which produced capital gains of £1,584,000.

 

We are pleased to note a number of awards in recognition of the quality of the Company's unlisted portfolio and Maven's investment management strategy. In April 2013 Torridon was announced as the Midlands regional winner of the Mid-Market Private Equity-Backed Management Team of the Year award at the BVCA Management Team Awards. In the following month Maven was announced as winner of Scottish Investor of the Year at the Acquisition International M&A Awards, which recognise consistent achievement in the private equity/transactional marketplace.

 

Highlights

 

•    NAV total return of 117.05p per share at 31 May 2013, up 2.90p (2.5%) from 30 November 2012;

•    NAV at period end of 82.60p per share after payment of the final dividend of 3.00p;

•    Realisation of Atlantic Foods Group for a total return of 1.8x cost;

•    Five new investments added to the portfolio during the period;

•    Partial exit from Homelux Nenplas alongside a secondary buy-out of the Nenplas business; and

•    Successful IPO of esure.

The most important measure of performance for a VCT is the NAV total return, which is the long term record of dividend payments out of income and capital gains combined with the current NAV.

 

Dividends

 

The Board has declared an interim dividend of 2.0p per share, comprising 1.0p of revenue and 1.0p of capital, to be paid on 30 August 2013 to Shareholders on the register on 9 August 2013. Since the Company's launch, and after receipt of the proposed interim dividend, Shareholders who invested at the outset will have received 36.45p per share in tax-free dividends.

 

The Board regards the growing level of dividends as an indication of the success of the Company's investment strategy and is committed to improving Shareholder distributions in future years as the portfolio continues to expand and mature.

 

Investment Activity

 

During the period the Maven team completed five substantial new private equity investments on behalf of your Company, alongside six follow-on investments in existing portfolio companies. At the period end, the portfolio consisted unlisted and AIM investments with a total cost of £22.03 million.

 

The following investments have been completed during the period:

 

Investment

Date

Sector

Investment cost    £'000

Website

Unlisted



700

No website available

700

No website available

165

www.camwatch.co.uk

1,377

No website available

275

No website available

205

No website available

201

www.lawrenceskiphire.co.uk

72

www.mcgavigan.com

4

www.llanllyrwater.com

1,308

No website available

206

www.tccommunications.co.uk

Total unlisted investment

        5,213





Listed fixed income



        2,998


        3,497


Total listed fixed income investment

        6,495





Total investment


      11,708


 

Your Company has co-invested in some or all of the above transactions with Maven Income and Growth VCT, Maven Income and Growth VCT 2, Maven Income and Growth VCT 4, Maven Income and Growth VCT 5 and Talisman First Venture Capital Trust. The Company is expected to continue to co-invest with all other Maven VCT clients, which offers the advantage that together they are able to underwrite a wider range and larger size of transactions than would be the case on a stand-alone basis.

  

 

New investment activity

 

Five private company investments were added to the portfolio during the period under review:

 

·      Airth Capital, a new company set up to invest in a food services business, a sector where Maven has made a number of successful investments and sees the potential for further opportunities;

·      Burray Capital, a new company established to invest in the oil & gas sector, which subsequently acquired a manufacturing business that specialises in instrumentation control packages for the onshore and offshore industries;

·      Grangeford, a company which owns and manages a large portfolio of ground rents throughout the UK, which are asset backed yielding investments that provide long term, low risk returns. This transaction is projected to generate capital gain over a 42 month term alongside a 9% yield;

·      Kelvinlea, a new company established to acquire a small portfolio of residential properties at a discount to market and carry out a refurbishment and sales programme over an 18 to 24 month period. The transaction provides an 8.5% paid yield and is also forecast to generate a significant capital gain when the project is completed and all assets are sold; and

·      Ensco 969, a new company formed to acquire DPP, an established business that provides planned and reactive mechanical and electrical maintenance services to operators of pubs, restaurants and retail chains, predominantly in the South of England. DPP has strong levels of contractual and recurring revenues and a sound track record of attracting new clients and increasing both the breadth of service and geography within which it is delivered.

 

In March 2013 Maven led the successful partial exit from Homelux Nenplas via the sale of the Homelux Division to US firm QEP Company Inc. The disposal of Homelux was completed alongside a secondary buyout of Nenplas by Maven and the existing management team. The remaining business, Nenplas Holdings, will focus on continuing to deliver innovative extruded plastic products and solutions and is expected to grow significantly over the next few years through organic opportunities and by making new acquisitions. Additional funding was provided in May 2013 to support the purchase of a plastic extrusion business based in Worcestershire.

 

A commitment has also been made to provide a fully secured mezzanine loan to Maven Capital (Llandudno) to fund the refurbishment of a hotel in North Wales with a long lease in place. The transaction will provide an 8.65% running yield following completion of the development.

 

Realisations

 

In March 2013 esure achieved a successful IPO, and a realisation at the carrying value was crystallised in May, with the majority of exit proceeds being received in cash alongside a small element of stock that will be subject to the normal price fluctuations associated with fully listed holdings.

 

There was one full exit from a private company investment during the period with the sale of Atlantic Foods Group to the US-based Flagship Food Group, which was completed in May 2013 for a 1.8 times return on cost.

 

The Manager is currently engaged with investee companies and prospective acquirers at various stages of a potential exit process. This reflects the increasing maturity of a number of holdings, but it should be noted that there can be no certainty that these discussions will lead to profitable sales.

 

  

 

The table below gives details of all realisations during the reporting period.

 

 


Date first invested

Complete/ partial exit

Cost of shares disposed of

Value at 30 November 2012

Sales proceeds

Realised gain/(loss)

Gain/(loss) over November 2012 value




£'000

£'000

£'000

£'000

£'000

Unlisted








522

719

746

           224

             27

354

1,484

1,340

           986

(144)

               -

30

77

77

47

               -

               -

40

40

40

13

13

13

               -

               -

113

113

113

               -

               -

173

353

547

374

194

83

124

83

               -

(41)

Total unlisted disposals

1,258

2,836

2,959

1,701

123






AIM/ISDX






10

4

6

(4)

               2

47

58

70

23

             12

Total AIM/ISDX disposals

57

62

76

19

14






Listed fixed income






1,750

1,752

1,752

2

-

2,997

2,999

3,000

3

1

2,249

2,250

2,249

               -

(1)

Total listed fixed income disposals

6,996

7,001

7,001

5

-






Total disposals



8,311

9,899

10,036

1,725

137

 

 

 

One private company was struck off the Register during the period resulting in a realised loss of £103,000 (Cost £103,000). This had no effect on the NAV as a full provision had been made in earlier years.

 

In respect of AIM holdings the Manager has continued its policy of disposing of quoted holdings for best possible value in cases where the investments were underperforming.

 

Material developments since period end

 

Since 31 May 2013 twofollow-on investments have been completed in existing portfolio companies: to enable Glacier Energy Services to complete the acquisition of a complementary energy service business which provides inspection and non-destructive testing services to the oil & gas and renewables industries; and for additional investment by John McGavigan in a low cost manufacturing operation in China. Three new companies were established to invest in the retail, manufacturing and e-commerce sectors.

 

In early June 2013, Burray Capital completed the acquisition of HCS Controls, a long-established business that designs, manufactures, assembles and tests instrumentation control packages for the onshore and worldwide offshore oil & gas industry.  HCS enjoys a large degree of repeat business from a loyal customer base and will focus on growth through internationalisation into key overseas markets.

 

In the same month, Maven completed an investment in Lambert Contracts, a leading specialist contractor in insurance reinstatement, property maintenance and fire protection that benefits from long-term relationships with major insurance companies, loss adjustors and property managers.

 

 

Principal risks and uncertainties

 

The principal risks and uncertainties facing the Company are set out in full in the 2012 Annual Report. These are the risks associated with investment in small and unquoted companies. In order to reduce exposure to investment risk the Company has invested in a broadly-based portfolio of maturing companies in the United Kingdom.

 

The VCT qualifying status of the Company is reviewed regularly by your Board and monitored on a continuous basis by the Manager in order to ensure that all of the criteria for VCT qualifying status are met. The Board has confirmed that all tests continue to be met.

 

VCT Regulation

 

The AIC worked closely with the FSA on Consultation Paper 12-19 (restrictions on the retail distribution of unregulated collective investment schemes and close substitutes) and its applicability to venture capital trusts. The Company has supported the AIC in calling on the FSA to exclude VCTs from the proposals in the same way that investment trusts have been and was pleased to note the announcement by the FCA (which replaced the FSA) that VCTs have been excluded from the marketing restrictions.

 

The Manager monitors all potential regulatory changes that are under consideration and keeps the Board informed of any implications for the Company.

 

VCT Offers and fund raising

 

A top-up Offer was opened on 23 January 2013 in parallel with similar Offers by Maven Income and Growth VCT, Maven Income and Growth VCT 2 and Maven Income and Growth VCT 5. The Offer was oversubscribed and closed early on 11 February 2013 resulting in the issue of 1,781,572 new Ordinary Shares and raising an additional £1.5 million of share capital.

 

The Company may use the money raised under the Offer to pay dividends and general running costs, thereby preserving for investment purposes an equivalent sum of more valuable 'old money' which operates under more advantageous VCT regulations. The proceeds of the Offer will also provide additional liquidity for the Company to make further later-stage investments, and enable it to spread its costs over a larger asset base to the benefit of all Shareholders.

 

Share Buy-back Policy

 

Shareholders have given the Board authority to buy back Shares for cancellation when it is in the interests of the Shareholders. 284,000 Shares were bought back during the period at a cost of £220,543. Details of the parameters within which the Company may carry out share buy-backs are given in the Directors' Report in the Annual Report.

 

Outlook

 

Your Company will continue to focus on investing at prudent entry multiples in later-stage private companies with strong management teams which are capable of paying regular income and offer significant potential for capital growth.

 

We believe this strategy is the optimal approach to deliver growth in Shareholder value and to support a progressive dividend programme.

 

Directors' Responsibility Statement

 

We confirm that to the best of our knowledge:

 

·      the Financial Statements have been prepared in accordance with applicable accounting standards and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" issued in January 2009;

·      the Interim Management Report includes a fair review of the information required by DTR 4.2.7 R in relation to the indication of important events during the first six months, and of the principal risks and uncertainties facing the Company during the second six months, of the year ended 30 November 2013; and

·      the Interim Management Report includes adequate disclosure of the information required by DTR 4.2.8 R in relation to related party transactions and any changes to them.

 

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

15 July 2013

 

 

 

 

Summary of Investment Changes

 For the six months ended 31 May 2013








Valuation

30 November 2012

 Net investment/ (disinvestment)

 Appreciation/ (depreciation)

Valuation

31 May 2013

 £'000

 %

 £'000

 £'000

 £'000

 %

Unlisted investments







   7,464

   29.0

                 (942)

             1,339

     7,861

   29.2

           7

        -

                      -

                    -

            7

        -

 10,684

   41.5

               3,196

              (682)

  13,198

 49.0

 18,155

  70.5

               2,254

                657

   21,066

  78.2

AIM/ISDX investments







    675

    2.6

                  (76)

                132

        731

    2.7








 Listed investments







   1,752

     6.8

                 (506)

                   4

     1,250

    4.6







 Total investments

 20,582

   79.9

               1,672

                793

  23,047

   85.5







   5,163

   20.1

              (1,251)

                    -

     3,912

  14.5

 Total assets

 25,745

100.0

                  421

                793

  26,959

100.0

 

Investment Portfolio Summary

As at 31 May 2013


 Valuation

 Cost

% of total

% of equity

% of equity held by other

Investment

 £'000

 £'000

assets

held

clients¹

Unlisted

       1,920

     513

7.2

4.5

35.5

     1,459

      829

5.4

4.0

14.3

      1,377

   1,377

5.1

4.8

29.7

      1,308

  1,308

4.9

28.5

69.5

         997

      627

3.7

6.0

24.0

         906

   1,475

3.4

11.9

31.0

         842

      298

3.1

3.2

25.3

         827

      330

3.1

4.5

17.4

         738

     530

2.7

1.9

4.7

         700

     700

2.6

5.4

29.6

         700

     700

2.6

28.5

71.2

         700

      700

2.6

28.5

71.2

         686

      686

2.5

10.5

26.3

         673

     673

2.5

9.1

26.8

         663

      193

2.5

9.5

18.9

         645

      980

2.4

8.3

21.7

         597

      597

2.2

2.4

12.3

         571

     254

2.1

6.7

31.7

         567

     567

2.1

6.6

35.2

         563

      671

2.1

12.4

31.8

         466

   1,014

1.7

10.0

52.0

        458

     389

1.7

4.3

19.0

         371

      283

1.4

2.2

22.8

         360

     360

1.3

26.6

70.9

         358

     358

1.3

6.4

23.6

        352

     307

1.3

11.9

38.1

        275

     275

1.0

          -

           -

         238

     317

0.9

12.6

73.4

        210

       82

0.8

14.2

35.8

         205

      205

0.8

9.4

40.6

         145

      721

0.5

8.3

21.7

          76

      168

0.3

7.5

42.4

           59

      200

0.2

0.9

1.7

           45

     -

0.2

          -

           -

             9

  1,504

-



Total unlisted investments

    21,066

 20,191

78.2








AIM/ISDX






         309

      355

1.2

1.3

2.4

        149

      100

0.5

0.1

0.1

           77

      123

0.3

0.4

1.3

           56

      151

0.2

0.9

1.1

            38

79

0.1

0.2

1.6

           28

        54

0.1

0.1

0.4

            23

    31

0.1

0.1

1.4

          16

     201

0.1

0.9

2.2

          15

  36

0.1

          -

            -

          13

       84

-

0.1

0.1

            7

     622

-



Total AIM/ISDX investments

         731

   1,836

2.7









Listed fixed income






      1,250

  1,249

4.6








Total investments

    23,047

 23,276

85.5












 

 

MAVEN INCOME AND GROWTH VCT 3 PLC

INCOME STATEMENT

For the six months ended 31 May 2013





Six months to 31 May 2013

Six months to 31 May 2012

Year ended 30 November 2012

(unaudited)

(unaudited)

(audited)

Revenue

Capital

Total

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

             -

      793

    793

              -

   1,199

 1,199

              -

   1,630

 1,630

         663

         -

    663

          664

         -

    664

       1,400

        -

 1,400

             2

         -

        2

              1

      -

        1

             2

         -

        2

         (64)

    (257)

  (321)

        (62)

    (248)

  (310)

        (126)

    (505)

 (631)

        (137)

          -

  (137)

       (116)

         -

  (116)

        (276)

          -

 (276)

Net return on ordinary activities before taxation

         464

      536

  1,000

          487

      951

1,438

       1,000

  1,125

 2,125











         (43)

        26

    (17)

       (48)

       25

    (23)

        (219)

      113

 (106)

Return attributable to Equity Shareholders

         421

      562

    983

          439

     976

 1,415

          781

 1,238

 2,019










Earnings per share (pence)

        1.33

    1.78

   3.11

         1.42

     3.17

   4.59

         2.51

    3.98

 6.49

 


 





Reconciliation of Movements in Shareholders' Funds


Six months ended

31 May 2013


Six months ended

31 May 2012


Year ended

30 November 2012




(unaudited)



(unaudited)



(audited)



 £'000



 £'000



 £'000


       25,745



      24,457



     24,457


            983



       1,415



       2,019


         1,433



       1,188



       5,035

          (221)



         (207)



      (4,264)

          (327)



         (317)



        (632)

          (654)



         (556)



        (870)

Closing Shareholders' funds

       26,959



      25,980



     25,745

 

BALANCE SHEET

As at 31 May 2013



 31 May 2013

 31 May 2012

 30 November 2012

(unaudited)

(unaudited)

 (audited)

 £'000

 £'000

£'000

 Fixed assets



   23,047

         24,892

20,582




 Current assets




721

745

663

           3,352

456

4,645

4,073

1,201

5,308




 Creditors




 (161)

 (113)

 (145)

 Net current assets 

3,912

1,088

5,163

 Net assets

26,959

 25,980

               25,745










 Capital and reserves




3,263

3,147

3,112

6,680

 2,036

5,426

 (1,576)

 (3,569)

 (2,313)

 (230)

1,907

599

17,356

21,634

17,577

613

93

585

853

732

759

 Net assets attributable to Ordinary Shareholders

26,959

25,980

25,745

 Net asset value per Ordinary Share (pence)

82.6

82.6

82.7

 

 

 Gregor Michie

 Director

 

 

 

CASH FLOW STATEMENT

For the six months ended 31 May 2013




Six months ended

31 May 2013

Six months ended

31 May 2012

Year ended

 30 November 2012

(unaudited)

(unaudited)

 (audited)

£'000

£'000

£'000

 Operating activities




604

559

1,380

2

1

2

(321)

(310)

(631)

(50)

(49)

(98)

(33)

(40)

(78)

(54)

(48)

(100)

 Net cash inflow from operating activities

148

113

475





 Taxation




-

-

 (11)




 Financial investment




(12,544)

(4,707)

(8,140)

10,872

1,945

10,118

 Net cash (outflow)/inflow from financial investment

 (1,672)

 (2,762)

1,978





 Equity dividends paid

(981)

(873)

(1,502)

 Net cash (outflow)/inflow  before financing

(2,505)

 (3,522)

940





 Financing




1,433

1,188

5,035

 (221)

 (182)

(4,302)

 Net cash inflow from financing

1,212

1,006

733

 (Decrease)/increase in cash

 (1,293)

 (2,516)

1,673

 

 

  

Notes to the financial statements

1.   Accounting Policies

 

2.   Movement in reserves

Share

Capital

Capital


Capital


premium

reserve

reserve

Distributable

redemption

Revenue


account

realised

unrealised

reserve

reserve

reserve


£'000

£'000

£'000

£'000

£'000

£'000

      5,426

(2,313)

599

17,577

              585

         759

              -

1,622

                -

                  -

                  -

               -

               -

               -

         (829)

                  -

                  -

               -

               -

(257)

               -

                  -

                  -

               -

              -

(654)

              -

                  -

                  -

        (327)

              -

           26

                -

                  -

                  -

               -

               -

               -

               -

            (221)

               28

               -

          223

              -

               -

                  -

                  -

              -

          840

              -

               -

                  -

                  -

              -

          207

              -

               -

                  -

                  -

              -

          (16)

              -

               -

                  -

                  -

              -

              -

              -

              -

                  -

                  -

421

At 31 May 2013

       6,680

(1,576)

(230)

17,356

613

853

 

 

 

 

3.   Returns per Ordinary Share







Ordinary Shares




Six months ended

31 May 2013

Six months ended

31 May 2012

Year ended

30 November 2012

£'000

£'000

£'000




421

439

781

562

976

1,238

Total return

983


1,415


2,019

31,626,786

30,835,162

31,115,863

1.33p

1.42p

2.51p

1.78p

3.17p

3.98p

3.11p


4.59p


6.49p

 

Other information

 

Issued on behalf of the Board

 

Maven Capital Partners UK LLP

Secretary

15 July 2013

 

 


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