Maven Income and Growth VCT 3 PLC
Announcement of Half-yearly Report
Interim Review
Overview
The continuing objective for your Company is to achieve long term capital appreciation and generate maintainable levels of income for Shareholders, by investing in a diversified portfolio of later-stage private businesses and AIM/ISDX quoted companies with established revenue streams and strong growth potential. During the six month period to 31 May 2014, a combination of valuation uplifts, investment returns and realisation proceeds has resulted in a further increase in NAV total return, to
123.90p per share.
During the reporting period the Maven team has continued to source suitable investment opportunities in profitable UK businesses, and the asset base now includes 46 private companies, the majority of which are trading in line with or ahead of plan, and paying a regular yield. This revenue is an important component in your Company's ability to sustain an attractive level of tax-free distributions to Shareholders, and consequently your Board is pleased to declare a dividend of 2.00p per share at the half-year.
Several significant new private companies were added to the portfolio during the six month period. In December 2013, Maven led the management buy-out of R&M Engineering, an oil & gas services business, and in the same month a development capital funding package was provided to specialist tyre manufacturer D Mack. In February 2014, Maven supported the management buy-out of SPS from 4imprint Group and drawdowns commenced on the committed first ranking secured mezzanine loan to Maven Capital (Llandudno).
In March 2014, Maven led an investment in London headquartered ISN Solutions Group, an IT support and services business, and in the following month, supported the buy-in/management buy-out of RMEC Group.
Highlights
• NAV total return of 123.90p per share at 31 May 2014, up 4.45p (3.7%) from 30 November 2013;
• NAV at period end of 84.20p per share after payment of the final dividend of 3.25p;
• Five new investments added to the portfolio; and
• Interim dividend declared of 2.00p per share (2013:2.00p)
Dividends
The Board has declared an interim dividend of 2.00p per Ordinary Share, comprising 1.00p of revenue and 1.00p of capital, to be paid on 29 August 2014 to Shareholders on the Register at 8 August 2014. After receipt of the interim dividend, Shareholders who invested in the Company at the outset will have received 41.70p per share in tax-free dividends.
Portfolio Developments
The private equity portfolio has generally performed well, and strong trading results have led to valuation uplifts for a number of companies operating in a range of sectors. Torridon (Gibraltar) has grown to become one of Europe's leading insurers since Maven led a public-to-private transaction in early 2010. Trading through its subsidiary, Elite Insurance, and specialising in legal expenses, professional indemnity and general insurance, the business has demonstrated impressive growth and continues to diversify in the wake of the Jackson Review, which was implemented in April 2013 and impacted on civil litigation costs in England and Wales. The team has successfully expanded the product range, pursuing new lines of general cover such as pet and motor insurance, and expanding into new markets including Germany, France, Italy and Spain.
The financial performance of cash management specialist Cash Bases improved significantly in 2013 on the back of a multi-million pound contract from Tesco PLC for the Company's innovative SMARTtill product. This system provides automated cash management technology and real-time transaction monitoring. Profitability is expected to grow through 2014 as additional orders are placed and new customers are won from a strong pipeline.
Maven Co-invest Exodus, which is invested in Six Degrees Group, was established in 2011 to implement a buy & build strategy for the group, which has now completed 13 acquisitions in the telecommunications and IT sectors. The company is now a broad based telecommunications service sector business centred on the converging of mobile, fixed-line, broadband, internet and IT technology businesses, which delivered annual sales of £51.5 million for the year ended 31 March 2013.
A follow-on investment was made in Glacier Energy Services Group, an oil & gas service business headquartered in Aberdeen that is focused on growth within its core UK market. This investment funded the acquisition of Professional Testing Services, a business which provides a comprehensive range of non-destructive testing services to the oil & gas and renewable sectors.
New Investments
During the period your Company participated in five new private equity transactions, alongside follow-on investments supporting the development of existing portfolio companies.
· D Mack, a business based in Carlisle that designs and sells high performance tyres to the motorsport, truck and passenger markets, and which has already established partnership agreements in 72 countries across the world;
· R&M Engineering, a long established business that provides integrated engineering services to the North Sea oil & gas industry, with the ability to undertake a full service offering including design, machining and final fabrication. The business plans to expand into new markets through the development of a laser survey & scanning division, to provide a 3D survey capability using advanced scanning technology and software;
· SPS (EU), the UK's market leading supplier of branded promotional merchandise, operating from a modern, well invested site in Blackpool is well placed to expand by developing new products into an improving economy;
· ISN Solutions, a business headquartered in London that provides consultancy, project management and outsourced IT services to a niche client base in the upstream exploration and production oil & gas sector; and
· RMEC Group, a specialist provider of engineering solutions and pressure control equipment to the oil & gas industry.
The following investments have been completed during the period:
Investment |
Date |
Sector |
Investment cost £'000 |
Website |
Unlisted |
|
|
|
|
D Mack Limited |
December 2013 |
Automobiles & parts |
433 |
|
Glacier Energy Services Group Limited |
February 2014 |
Oil equipment services |
133 |
|
ISN Solutions Group Limited |
March 2014 |
Software & computer services |
397 |
|
Llanllyr Water Company Limited |
March 2014 |
Beverages |
46 |
|
Maven Capital (Llandudno) LLP |
February 2014 |
Real estate |
274 |
No website available
|
Maven Capital (Telfer House) LLP |
April 2014 |
Real estate |
850 |
No website available |
R&M Engineering Group Limtied |
December 2013 |
Oil & gas |
637 |
|
RMEC Group Limited |
April 2014 |
Oil & gas |
446 |
|
SPS (EU) Limited |
February 2014 |
Support services |
655 |
|
Total unlisted investment |
|
|
3,871 |
|
|
|
|
|
|
Listed fixed income |
|
|
|
|
Treasury Bill 16 June 2014 |
February 2014 |
UK government |
1,999 |
|
Total listed fixed income investment |
|
|
1,999 |
|
|
|
|
|
|
Total investment |
|
|
5,870 |
|
At the period end, the portfolio stood at 59 unlisted and quoted investments at a total cost of £24.9 million.
Realisations
In March 2014, Llanllyr Water Company was sold to a US private company for a combination of cash and secured loan notes, and the mezzanine loan provided to Tuscola (FC100) was repaid in full during May 2014.
The Manager is currently engaged with several investee companies and prospective acquirers at various stages of a potential exit process. This realisation activity 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.
|
Year first invested |
Complete/ partial exit |
Cost of shares disposed of |
Value at 30 November 2013 |
Sales proceeds |
Realised gain/(loss) |
Gain/(loss) over November 2013 value |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Unlisted |
|
|
|
|
|
|
|
Airth Capital Limited |
2012 |
Complete |
700 |
700 |
700 |
- |
- |
Attraction World Holdings Limted |
2010 |
Partial |
31 |
31 |
48 |
17 |
17 |
Ensco 969 Limited (trading as DPP) |
2013 |
Partial |
75 |
75 |
75 |
- |
- |
Kelvinlea Limited |
2013 |
Partial |
57 |
57 |
57 |
- |
- |
Llanllyr Water Company Limited |
2002 |
Complete |
172 |
74 |
91 |
(81) |
17 |
Maven Capital (Telfer House) LLP1 |
2014 |
Complete |
850 |
N/A |
854 |
4 |
N/A |
Torridon (Gibraltar) Limited (formerly Torridon Capital Limited) |
2010 |
Partial |
113 |
125 |
113 |
- |
(12) |
TPL (Midlands) Limited |
2007 |
Complete |
- |
- |
27 |
27 |
27 |
Tuscola (FC100) Limited (previously Grangeford (FC100) Limited) |
2012 |
Complete |
275 |
275 |
275 |
- |
- |
Westway Services Holdings (2010) Limited2 |
2009 |
Partial |
83 |
124 |
83 |
- |
(41) |
Total unlisted disposals |
|
|
2,356 |
1,461 |
2,323 |
(33) |
8 |
|
|
|
|
|
|
|
|
AIM/ISDX |
|
|
|
|
|
|
|
Brookwell Limited |
2008 |
Partial |
- |
- |
8 |
8 |
8 |
Chime Communications PLC |
2009 |
Partial |
33 |
58 |
60 |
27 |
2 |
Hasgrove PLC |
2006 |
Partial |
13 |
5 |
6 |
(7) |
1 |
Plastics Capital PLC |
2007 |
Partial |
131 |
145 |
161 |
30 |
16 |
Total AIM/ISDX disposals |
|
|
177 |
208 |
235 |
58 |
27 |
|
|
|
|
|
|
|
|
Listed fixed income |
|
|
|
|
|
|
|
Treasury Bill 16 June 20141 |
2014 |
Partial |
999 |
N/A |
999 |
- |
N/A |
Total listed fixed income disposals |
|
|
999 |
N/A |
999 |
- |
N/A |
|
|
|
|
|
|
|
|
Total disposals |
|
|
3,532 |
1,669 |
3,557 |
25 |
35 |
1 Holding acquired and realised during the period.
2 Proceeds exclude yield and redemption premiums received, which are disclosed as revenue for financial reporting purposes.
Material Developments Since the Period End
Since 31 May 2014, three follow-on investments have been completed in existing portfolio companies including the provision of funding to enable Kelvinlea to acquire Moriond in a transaction that will create synergies in the marketing process for the sale of the remaining residential properties held by both companies. One new private company asset was added to the portfolio when, in June 2014, Maven led a secondary buy-out of Just Trays from Gresham Private Equity. Just Trays is the UK's leading manufacturer of shower trays and related accessories, with all product design, development and production undertaken at its main facility in Leeds.
Principal Risks and Uncertainties
The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2013 Annual Report, and are the risks associated with investment in small and medium sized unlisted and AIM/ISDX quoted companies, which by their nature, entail a higher level
of risk and lower liquidity than investments in large quoted companies. The valuation of investee companies may be affected by economic conditions and the credit environment, and other risks include legislative, regulatory, adherence to VCT qualifying rules and the effectiveness of the internal controls operated by the Company and the Manager. These risks and procedures are reviewed regularly by your Board and monitored continually by the Manager, and the Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be met.
Whilst your Company and the Manager are registered in England, a number of the investee businesses are located in Scotland, and it is acknowledged that there is some uncertainty arising from the referendum on Scottish independence due to take place on 18 September 2014. Should the vote be for independence the Board considers that there will be a transition period during which there will be an opportunity to assess the impact and take any appropriate action.
Fund Raising
In September 2013, the Company announced that it planned to raise up to £4 million in a joint Offer for Subscription alongside the other Maven VCTs. The first allotment under the Offer took place on 3 February 2014 when 2,872,393 new Ordinary Shares were issued, and a further allotment of 1,526,733 new Ordinary Shares took place on 5 April 2014.
The Offer was fully subscribed by 4 April 2014, and closed on 5 April 2014 in relation to the tax year 2013/14. In consideration of certain provisions contained within The Finance Bill 2014, which could have had adverse tax consequences for the Company and its Shareholders, the Board decided to postpone the issue of new shares under the Offer in respect of the 2014/15 tax year until there was certainty that the allotments could take place without contravening the new rules. HM Treasury has now clarified the operation of the proposed changes to regulations, and the Offer was subsequently
closed on 30 May 2014. A final allotment of 654,877 new Ordinary Shares took place on 1 July 2014, using the overallotment facility set out in the Prospectus.
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-backs
Shareholders have given the Board authority to buy back Shares for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders. The Board notes that the discount to NAV has widened slightly during the 'close period', and is committed to buying back shares, subject to market conditions, available liquidity and the maintenance of the Company's VCT status. Shares will be bought back at prices representing a discount in the range of 5% to 10% to the prevailing NAV per share. No Shares were bought back during the period under review.
VCT Regulatory Developments
The AIFM Directive came into force on 21 July 2011 and was implemented within the UK on 22 July 2013. The Board and the Manager have engaged legal advisers to ensure that the impact of the legislation has been considered fully, and the Directors have taken the decision to register Maven Income and Growth VCT 3 PLC as a self-managed registered AIFM. This will enable the Company to take advantage of the reduced reporting requirements available to small investment companies and avoid the direct and indirect costs of appointing a depositary. The application was submitted on 22 January 2014 and the Company was registered on 22 July 2014. Procedures have been put in place to ensure compliance with the Directive.
The Association of Investment Companies (AIC) has participated in a consultation process to ensure the Government's continued long-term support for the VCT sector by addressing concerns from HM Treasury that enhanced shared buy-back (EBB) schemes conflict with the public policy objectives of
VCTs. Whilst it is proposed that the buy-back and cancellation of shares will continue to be permitted, it is the Government's intention that EBBs will be prohibited.
HM Treasury has published draft legislation to address its concerns about the use of share premium accounts to return capital to investors, which will prevent VCTs returning capital within three years of the accounting period in which the shares were issued. These changes are effective from 6 April
2014 but, as the provisions might have affected the ability to pay dividends out of reserves created from the reduction of share premium or capital where a VCT had issued shares of the same class before and after 5 April 2014, the AIC sought clarification on this matter. HMRC has confirmed that it is the intention that the new rule will apply only in respect of returns of capital from shares issued on or after 6 April 2014, and that the draft legislation will be amended prior to receiving Royal Assent.
Distribution of Annual and Interim Reports
A number of Shareholders have expressed an interest in receiving notification, by post or e-mail, that documents including annual and interim reports are available on the Company's website, rather than in hard copy by post, as provided for under the Articles of Association. A letter of request is included with this Interim Report for Shareholders to complete and return to confirm whether or not they wish to take advantage of this facility. It should be noted that the option to receive hard copies of documents will still be available. Those shareholders who do not respond will be deemed to have given their consent to receiving only postal notifications that documents are available on the website.
Dividend Reinvestment Scheme
The Directors intend to implement a Dividend Reinvestment Scheme through which Shareholders may elect to have their dividends applied to the purchase of new Ordinary Shares issued by the Company under the standing authority conferred by Shareholders at the Annual General Meeting held on 30 April 2014. Shares so issued qualify for tax relief as they are newly issued shares but have the additional advantage that there is no premium payable as would be the case with the issue of new shares under a prospectus. Details of the scheme and an application form will be issued in advance of the payment of the final dividend for the year ending 30 November 2014.
Board of Directors
Your Board has previously intimated its intention to implement a succession plan, and has agreed in principle that it would be advantageous to reduce the number of independent directors by one, from four to three, as part of this process. Atul Devani was appointed to the Board on 5 April 2014, and was subsequently elected as a Director at the Annual General Meeting on 30 April 2014, at which Stephen Wood stood down. Further changes in Board membership are likely to take place within the next two to three years, and confirmation of any future changes to the Board will be communicated fully to Shareholders in due course.
Outlook
Your Company will continue to focus on investing at attractive entry values in established UK businesses that are capable of generating income and have significant potential for capital
appreciation. The Board and the Manager believe this strategy continues to be the optimal approach to support a progressive dividend programme and to deliver consistent growth in Shareholder value.
Directors' Responsibility Statement
The Directors confirm that to the best of their 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 4.2.7R 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 2014; and
· the Interim Management Report includes adequate disclosure of the information required by DTR 4.2.8R in relation to material related party transactions and any changes to them.
On behalf of the Board
Maven Capital Partners UK LLP
Secretary
29 July 2014
Summary of Investment Changes |
|
|
|
|||
For the six months ended 31 May 2014 |
|
|
|
|||
|
|
|
|
|
||
|
Valuation 30 November 2013 |
Net investment/ (disinvestment) |
Appreciation/ (depreciation) |
Valuation 31 May 2014 |
||
|
£'000 |
% |
£'000 |
£'000 |
£'000 |
% |
Unlisted investments |
|
|
|
|
|
|
Equities |
8,980 |
33.4 |
522 |
1,639 |
11,141 |
36.0 |
Preference shares |
7 |
- |
- |
- |
7 |
- |
Loan stock |
15,263 |
56.9 |
1,026 |
(137) |
16,152 |
52.2 |
|
24,250 |
90.3 |
1,548 |
1,502 |
27,300 |
88.2 |
AIM/ISDX investments |
|
|
|
|
|
|
Equities |
568 |
2.1 |
(235) |
76 |
409 |
1.3 |
|
|
|
|
|
|
|
Listed investments |
|
|
|
|
|
|
Equities |
46 |
0.2 |
- |
2 |
48 |
0.2 |
Fixed income |
- |
- |
1,000 |
- |
1,000 |
3.2 |
|
|
|
|
|
|
|
Total investments |
24,864 |
92.6 |
2,313 |
1,580 |
28,757 |
92.9 |
|
|
|
|
|
|
|
Other net assets |
1,974 |
7.4 |
217 |
- |
2,191 |
7.1 |
Total assets |
26,838 |
100.0 |
2,530 |
1,580 |
30,948 |
100.0 |
Investment Portfolio Summary |
|
|
|
|
|
As at 31 May 2014 |
|
|
|
|
|
|
Valuation |
Cost |
% of total |
% of equity |
% of equity held by other |
Investment |
£'000 |
£'000 |
assets |
held |
clients¹ |
Unlisted |
|
|
|
|
|
Torridon (Gibraltar) Limited (formerly Torridon Capital Limited) |
2,272 |
400 |
7.4 |
4.5 |
35.5 |
Maven Co-invest Exodus Limited Partnership and Tosca Penta Exodus Mezzanine Limited Partnership (invested in Six Degrees Group) |
1,857 |
829 |
6.1 |
4.0 |
14.3 |
Nenplas Holdings Limited |
1,544 |
1,157 |
5.1 |
9.4 |
23.1 |
Cash Bases Limited (formerly Deckflat Limited) |
1,448 |
193 |
4.8 |
9.5 |
18.9 |
Ensco 969 Limited (trading as DPP) |
1,302 |
1,302 |
4.2 |
4.8 |
29.7 |
Steminic Limited (trading as MSIS) |
1,159 |
673 |
3.7 |
9.1 |
26.8 |
Camwatch Limited |
1,001 |
1,581 |
3.2 |
11.9 |
31.0 |
CatTech International Limited |
997 |
627 |
3.2 |
6.0 |
24.0 |
Intercede (Scotland) 1 Limited (trading as EFC Group) |
880 |
298 |
2.8 |
3.2 |
25.3 |
Glacier Energy Services Group Limited |
834 |
686 |
2.7 |
2.6 |
25.0 |
Lemac No. 1 Limited (trading as John McGavigan) |
809 |
806 |
2.6 |
10.5 |
26.3 |
Manor Retailing Limited |
750 |
750 |
2.4 |
12.1 |
37.7 |
Richfield Engineering Services Limited |
750 |
750 |
2.4 |
12.1 |
37.7 |
Search Commerce Limited |
750 |
750 |
2.4 |
12.1 |
37.7 |
HCS Control Systems Group Limited |
746 |
746 |
2.4 |
7.0 |
33.4 |
Adler & Allan Holdings Limited |
738 |
530 |
2.4 |
1.9 |
4.7 |
Lambert Contracts Holdings Limited |
738 |
738 |
2.4 |
12.6 |
52.1 |
SPS (EU) Limited |
655 |
655 |
2.1 |
6.5 |
36.0 |
TC Communications Holdings Limited |
645 |
980 |
2.1 |
8.3 |
21.7 |
R&M Engineering Group Limited |
637 |
637 |
2.0 |
8.3 |
62.3 |
Venmar Limited (trading as XPD8 Solutions) |
625 |
700 |
2.0 |
5.4 |
29.6 |
Flexlife Group Limited |
597 |
597 |
1.9 |
2.4 |
12.3 |
Vodat Communications Group Limited |
567 |
567 |
1.8 |
6.6 |
35.2 |
Martel Instruments Holdings Limited |
563 |
671 |
1.8 |
12.4 |
31.8 |
Westway Services Holdings (2010) Limited |
540 |
138 |
1.7 |
4.5 |
17.4 |
RMEC Group Limited |
446 |
446 |
1.4 |
3.4 |
54.9 |
D Mack Limited |
433 |
433 |
1.4 |
4.8 |
25.2 |
ISN Solutions Group Limited |
397 |
397 |
1.3 |
4.5 |
50.5 |
LCL Hose Limited (trading as Dantec Hose) |
358 |
358 |
1.2 |
6.4 |
23.6 |
Space Student Living Limited |
317 |
317 |
1.0 |
12.6 |
73.4 |
Attraction World Holdings Limited |
300 |
23 |
1.0 |
6.7 |
31.7 |
CHS Engineering Services Limited |
291 |
389 |
0.9 |
4.3 |
19.0 |
Maven Capital (Llandudno) LLP |
275 |
275 |
0.9 |
- |
- |
Lawrence Recycling & Waste Management Limited |
260 |
1,014 |
0.8 |
10.0 |
52.0 |
Maven Co-invest Fletcher Limited Partnership (invested in Fletcher Shipping Limited) |
212 |
212 |
0.7 |
- |
- |
Claven Holdings Limited |
210 |
82 |
0.7 |
14.2 |
35.8 |
Kelvinlea Limited |
148 |
148 |
0.5 |
9.4 |
40.6 |
Maven Co-invest Endeavour Limited Partnership (invested in Global Risk Partners Limited) |
118 |
118 |
0.4 |
4.9 |
95.1 |
Moriond Limited |
81 |
36 |
0.3 |
11.9 |
38.1 |
Llanllyr Water Company Limited |
46 |
46 |
0.1 |
- |
- |
Other unlisted investments |
4 |
1,810 |
- |
|
|
Total unlisted investments |
27,300 |
23,865 |
88.2 |
|
|
|
|
|
|
|
|
Quoted |
|
|
|
|
|
Plastics Capital PLC |
166 |
122 |
0.6 |
0.5 |
1.4 |
Chime Communications PLC |
68 |
35 |
0.3 |
- |
- |
Tangent Communications PLC |
59 |
79 |
0.2 |
0.2 |
1.7 |
esure |
48 |
- |
0.2 |
- |
- |
Cello Group PLC |
45 |
54 |
0.1 |
0.1 |
0.4 |
Work Group PLC |
19 |
201 |
- |
0.9 |
2.2 |
Vianet Group PLC (formerly Brulines Group PLC) |
18 |
31 |
0.1 |
0.1 |
1.4 |
Brookwell Limited |
14 |
29 |
- |
- |
- |
Hasgrove PLC |
11 |
30 |
- |
0.1 |
0.3 |
Other quoted investments |
9 |
438 |
- |
|
|
Total quoted investments |
457 |
1,019 |
1.5 |
|
|
|
|
|
|
|
|
Listed fixed income |
|
|
|
|
|
Treasury Bill 16 June 2014 |
1,000 |
999 |
3.2 |
|
|
|
|
|
|
|
|
Total investments |
28,757 |
25,883 |
92.9 |
|
|
|
|
|
|
|
|
¹Other clients of Maven Capital Partners UK LLP. |
|
|
|
MAVEN INCOME AND GROWTH VCT 3 PLC |
|||||||||
INCOME STATEMENT |
|||||||||
For the six months ended 31 May 2014 |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
Six months to 31 May 2014 |
Six months to 31 May 2013 |
Year ended 30 November 2013 |
||||||
|
(unaudited) |
(unaudited) |
(audited) |
||||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Gains on investments |
- |
1,580 |
1,580 |
- |
793 |
793 |
- |
1,443 |
1,443 |
Income from investments |
633 |
- |
633 |
663 |
- |
663 |
1,425 |
- |
1,425 |
Other income |
2 |
- |
2 |
2 |
- |
2 |
4 |
- |
4 |
Investment management fees |
(70) |
(281) |
(351) |
(64) |
(257) |
(321) |
(131) |
(523) |
(654) |
Other expenses |
(141) |
- |
(141) |
(137) |
- |
(137) |
(404) |
- |
(404) |
Net return on ordinary activities before taxation |
424 |
1,299 |
1,723 |
464 |
536 |
1,000 |
894 |
920 |
1,814 |
|
|
|
|
|
|
|
|
|
|
Tax on ordinary activities |
(42) |
28 |
(14) |
(43) |
26 |
(17) |
(182) |
114 |
(68) |
Return attributable to Equity Shareholders |
382 |
1,327 |
1,709 |
421 |
562 |
983 |
712 |
1,034 |
1,746 |
|
|
|
|
|
|
|
|
|
|
Earnings per share (pence) |
1.10 |
3.83 |
4.93 |
1.33 |
1.78 |
3.11 |
2.22 |
3.23 |
5.45 |
A Statement of Total Recognised Gains and Losses has not been prepared, as all gains and losses are recognised in the Income Statement. |
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
All items in the above statement are derived from continuing operations. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits. |
|||||||||
|
|
|
|
|
|
|
|
|
|
The total column of this Statement is the Profit and Loss Account of the Company. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Reconciliation of Movements in Shareholders' Funds |
|
Six months ended 31 May 2014 |
|
Six months ended 31 May 2013 |
|
Year ended 30 November 2013 |
|||
|
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(audited) |
|
|
|
£'000 |
|
|
£'000 |
|
|
£'000 |
Opening Shareholders' funds |
|
|
26,838 |
|
|
25,745 |
|
|
25,745 |
Net Return |
|
|
1,709 |
|
|
983 |
|
|
1,746 |
Proceeds of share issue |
|
|
3,595 |
|
|
1,433 |
|
|
1,429 |
Repurchase and cancellation of shares |
|
|
- |
|
|
(221) |
|
|
(449) |
Dividends paid - revenue |
|
|
(367) |
|
|
(327) |
|
|
(653) |
Dividends paid - capital |
|
|
(827) |
|
|
(654) |
|
|
(980) |
Closing Shareholders' funds |
|
|
30,948 |
|
|
26,959 |
|
|
26,838 |
BALANCE SHEET |
|
|
|
As at 31 May 2014 |
|
|
|
|
|
|
|
|
31 May 2014 |
31 May 2013 |
30 November 2013 |
|
(unaudited) |
(unaudited) |
(audited) |
|
£'000 |
£'000 |
£'000 |
Fixed assets |
|
|
|
Investments |
28,757 |
23,047 |
24,864 |
|
|
|
|
Current assets |
|
|
|
Debtors |
704 |
721 |
699 |
Cash and overnight deposits |
1,589 |
3,352 |
1,393 |
|
2,293 |
4,073 |
2,092 |
|
|
|
|
Creditors |
|
|
|
Amounts falling due within one year |
(102) |
(161) |
(118) |
Net current assets |
2,191 |
3,912 |
1,974 |
Net assets |
30,948 |
26,959 |
26,838 |
|
|
|
|
|
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
Called up share capital |
3,673 |
3,263 |
3,233 |
Share premium account |
9,832 |
6,680 |
6,677 |
Capital reserve - realised |
(4,037) |
(1,576) |
(2,982) |
Capital reserve - unrealised |
2,877 |
(230) |
1,322 |
Distributable reserve |
17,128 |
17,356 |
17,128 |
Capital redemption reserve |
642 |
613 |
642 |
Revenue reserve |
833 |
853 |
818 |
Net assets attributable to Ordinary Shareholders |
30,948 |
26,959 |
26,838 |
Net asset value per Ordinary Share (pence) |
84.2 |
82.6 |
83.0 |
The financial statements of Maven Income and Growth VCT 3 PLC, registered number 04283350, were approved by the Board and were signed on its behalf by: |
|||
|
|
|
|
Gregor Michie |
|
|
|
Director |
|
|
|
29 July 2014 |
|
|
|
CASH FLOW STATEMENT |
|
|
|
For the six months ended 31 May 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended 31 May 2014 |
Six months ended 31 May 2013 |
Year ended 30 November 2013 |
|
(unaudited) |
(unaudited) |
(audited) |
|
£'000 |
£'000 |
£'000 |
Operating activities |
|
|
|
Investment income received |
604 |
604 |
1,412 |
Deposit interest received |
2 |
2 |
4 |
Investment management fees paid |
(351) |
(321) |
(654) |
Secretarial fees paid |
(52) |
(50) |
(101) |
Directors expenses paid |
(43) |
(33) |
(76) |
Other cash payments |
(75) |
(54) |
(216) |
Net cash inflow from operating activities |
85 |
148 |
369 |
|
|
|
|
Taxation |
|
|
|
Corporation tax |
- |
- |
(106) |
|
|
|
|
Financial investment |
|
|
|
Purchase of investments |
(5,870) |
(12,544) |
(16,469) |
Sale of investments |
3,580 |
10,872 |
13,607 |
Net cash outflow from financial investment |
(2,290) |
(1,672) |
(2,862) |
|
|
|
|
Equity dividends paid |
(1,194) |
(981) |
(1,633) |
Net cash outflow before financing |
(3,399) |
(2,505) |
(4,232) |
|
|
|
|
Financing |
|
|
|
Issue of ordinary shares |
3,595 |
1,433 |
1,429 |
Repurchase of ordinary shares |
- |
(221) |
(449) |
Net cash inflow from financing |
3,595 |
1,212 |
980 |
Increase/(decrease) in cash |
196 |
(1,293) |
(3,252) |
Notes to the financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Accounting Policies |
|
|
|
|
|
|
|
The financial information for the six months ended 31 May 2014 and the six months ended 31 May 2013 comprises non-statutory accounts within the meaning of section 435 of the Companies Act 2006. The financial information contained in this report has been prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended 30 November 2013, which have been filed at Companies House and which contained an Auditors' report which was not qualified and did not contain a statement under s498(2) or s498(3) of the Companies Act 2006. |
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 |
|
|
|
|
|
|
|
At 30 November 2013 |
6,677 |
(2,982) |
1,322 |
17,128 |
642 |
818 |
Gains on sales of investments |
- |
25 |
- |
- |
- |
- |
Net increase in value of investments |
- |
- |
1,555 |
- |
- |
- |
Investment management fees |
- |
(281) |
- |
- |
- |
- |
Dividends paid |
- |
(827) |
- |
- |
- |
(367) |
Tax effect of capital items |
- |
28 |
- |
- |
- |
- |
Repurchase and cancellation of shares |
- |
- |
- |
- |
- |
- |
Share Issue - 2014 |
3,155 |
- |
- |
- |
- |
- |
Net return on ordinary activities after taxation |
- |
- |
- |
- |
- |
382 |
At 31 May 2014 |
9,832 |
(4,037) |
2,877 |
17,128 |
642 |
833 |
3. Returns per Ordinary Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares |
|
|
|
|
|||
|
Six months ended 31 May 2014 |
Six months ended 31 May 2013 |
Year ended 30 November 2013 |
|
|||
|
|
£'000 |
|
£'000 |
|
£'000 |
|
The return per Ordinary Share is based on the following figures: |
|
|
|
|
|
|
|
Revenue return |
|
382 |
|
421 |
|
712 |
|
Capital return |
|
1,327 |
|
562 |
|
1,034 |
|
Total return |
|
1,709 |
|
983 |
|
1,746 |
|
|
|
|
|
|
|
|
|
Weighted average number of Ordinary Shares |
|
34,652,769 |
|
31,626,786 |
|
32,046,681 |
|
in issue |
|
|
|
|
|
|
|
Revenue return per Ordinary Share |
|
1.10p |
|
1.33p |
|
2.22p |
|
Capital return per Ordinary Share |
|
3.83p |
|
1.78p |
|
3.23p |
|
Return per Ordinary Share |
|
4.93p |
|
3.11p |
|
5.45p |
|
|
|
|
|
|
|
|
|
The net asset value per Ordinary Share has been calculated using the number of shares in issue at 31 May 2014 of 36,735,590. |
|
Other information
Copies of this announcement will be available to the public at the registered office of the Company at 1 - 2 Royal Exchange Buildings, London, EC3V 3LF, on the Company's website at www.mavencp.com/migvct3 and at the National Storage Mechanism.
On behalf of the Board
Maven Capital Partners UK LLP
Secretary
29 July 2014
ENDS
Neither the content 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.