Annual Financial Report

RNS Number : 4311P

Maven Income & Growth VCT PLC

05 June 2015

 

Maven Income and Growth VCT PLC

Final results for the year ended 28 February 2015

The Directors are pleased to report the Company's financial results for the year ended 28 February 2015.

Highlights for the Year

·       NAV total return of 128.7p per share (2014: 123.4p) at the year end, up 4.3% over the year

·       NAV at period end of 67.5p per share (2014: 68.1p) after payment of dividends totalling 5.9p during the year

·       Ten new private equity investments added to the portfolio

·       Realisation of Adler and Allan Holdings for a total return of 2.6 times cost

·       Exit from EFC Group, generating a total return multiple of 3.8 times cost

·       Increased annual dividend of 5.9p per share (2014: 5.7p), including the proposed final dividend of 3.5p per share

Chairman's Statement

This has been another positive year for your Company, during which net assets reached over £36 million through a combination of investment performance and another successful fund raising event. Your Board remains committed to paying an attractive level of dividends, and I am pleased to report that the results for the year to 28 February 2015 have enabled an increased annual dividend to be proposed once again. This has resulted in both NAV total return and the annual dividend rate rising for the sixth year in succession.

The Investment Manager's Review contains details of material developments within the portfolio, and shows that the majority of investee companies are trading well and continuing to generate meaningful levels of revenue for your Company. This is an important component in meeting our objective of seeing the level of Shareholder returns increasing year on year.

A number of companies, such as HCS Control Systems Group, John McGavigan, Nenplas Holdings, Steminic and Westway Services Holdings (2014) have performed well, which has led to an uplift in their valuations, whereas your Board has reduced the values of CHS Engineering Services and DPP in light of trading results. The Board has been mindful of the possible effects of the recent decline in the oil price on those companies in the portfolio that trade in the oil & gas sector, and has worked closely with the Manager to ensure that all valuations of such companies remain fair and reasonable.

During the year, a total of £8.9 million was realised from disposals, including the exits from Adler and Allan Holdings, Camwatch, House of Dorchester and EFC Group and a secondary buy-out of Westway Services Holdings (2010), all at sums greater than carrying value. This allowed a further expansion of the portfolio, with a total of £9.3 million deployed by your Company in new and follow-on investments, which included the addition of one AIM quoted investment.

Dividends

The Board recommends that a final dividend of 3.5p per Ordinary Share, comprising 0.7p of revenue and 2.8p of capital, be paid on 17 July 2015 to Shareholders on the Register at 19 June 2015. This would bring total dividends for the year to 5.9p per share, an increase of 3.5% over the prior year, representing a yield of 9.3% based on the year end closing mid-market share price of 63.5p.

Since the Company's launch, and after receipt of the proposed final dividend, Shareholders will have received 64.7p per share in tax-free dividends. The effect of paying the proposed final dividend would be to reduce the NAV of the Company by the total cost of the distribution.

Dividend Investment Scheme (DIS)

The Directors have agreed to implement a DIS through which Shareholders may elect to have their dividend payments used to apply for additional Ordinary Shares issued by the Company under the standing authority requested from Shareholders at Annual General Meetings. Shares issued under the DIS will qualify for VCT tax reliefs applicable for the tax year in which they are allotted.

Full details of the scheme, together with a mandate form, are being made available alongside this Annual Report to enable Shareholders to take advantage of the DIS in respect of the final dividend for the year ending 28 February 2015.  Shareholders wishing to do so should ensure that a mandate form, or CREST instruction if appropriate, is submitted by no later than the election date of 3 July 2015. Under current VCT legislation, dividends that are invested will be eligible for income tax relief at 30% of the amount invested, subject to an annual investment limit of £200,000, in aggregate, per individual for all investments into new VCT Shares in any tax year.

Fund Raising

Following the success of the £4 million Offer for Subscription that opened in October 2013 and closed on 30 May 2014, in October 2014 the Company announced that it planned to raise up to a further £4 million in a joint Offer for Subscription alongside offers by four other Maven VCTs. The Offer by your Company was fully subscribed by 20 January 2015 and, consequently, closed early.

Allotments under the Offer in respect of the 2014/15 tax year took place on 20 February and 20 March 2015, and a further allotment took place on 13 April 2015 in respect of the 2015/16 tax year. Relevant details regarding shares issued under the Offers can be found in Note 12 to the Financial Statements.

The Company may use the money raised under the Offers to pay dividends (subject to meeting the requirements of the return of capital legislation effective from 6 April 2014) and general running costs, thereby preserving for investment purposes an equivalent sum of more valuable 'old money' which is covered by more advantageous VCT regulations. The proceeds of the Offers will also provide additional liquidity for the Company to make further investments, and enable it to spread its costs over a larger asset base to the benefit of all Shareholders.

Share Buy-backs

Shareholders should be aware that the Board's primary objective is for the Company to retain sufficient liquid assets for making investments in line with its stated policy and for the continued payment of dividends to Shareholders. However, the Directors also acknowledge the need to maintain an orderly market in the Company's shares and have delegated authority to the Manager to buy back shares in the market for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders.

It is intended that, 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.

Alternative Investment Fund Manager's Directive (AIFMD)

The AIFMD regulates the management of alternative investment funds, including VCTs, and the Board has received approval from the FCA as a self-managed small registered UK AIFM under the AIFMD. A new Risk Committee has been established, and information regarding the composition and responsibilities of this committee can be found in the Report by the Audit and Risk Committees.

VCT Regulatory Developments

The Association of Investment Companies (AIC) participated in a consultation process on 'tax-advantaged venture capital schemes' to assist the Government's discussions with the European Commission regarding a review of the State Aid rules for businesses in member countries. The Board supported the AIC's response, in which a number of recommendations were made that we believe would protect the VCT scheme against the imposition of further restrictions on investment and would reduce administrative burdens.

The 2015 Budget announced a package of changes to the VCT scheme, including a new age limit on companies qualifying for investment and a new cap on total EIS/VCT investment that a company can receive. As the limits proposed are higher than the provisions intended to be introduced as a result of EU requirements, and are subject to State Aid approval, the legislation has not been published in the Finance Bill 2015; a consultation period for comments on the draft legislation closed on 15 May 2015.

On 15 April, HM Revenue & Customs (HMRC) published guidance on how it intends to apply the new proposed rule changes to investments made between 6 April 2015 and the date the EU grants State Aid approval, which involves new procedures in particular circumstances where investments exceed the intended basic limits of seven years and €15 million.

The FCA has removed the requirement for listed companies to publish quarterly interim management statements.  However, your Company will continue to announce the NAV per share on a quarterly basis.

Board of Directors

The Directors have been considering the matter of Board constitution and, as a result, Sir Charles Stuart-Menteth Bt has indicated that he will stand down and not seek re-election at the Annual General Meeting (AGM) to be held on 9 July 2015.  The Board believes that the remaining three Directors have the necessary breadth of experience and skills to manage the Company and has, therefore, decided not to appoint a replacement. It is intended that Fiona Wollocombe will replace Sir Charles as Chairman of the Remuneration Committee. I would like to take this opportunity to thank Sir Charles for the considerable contribution that he has made to the Board since the inception of your Company, and to wish him well for the future.

Distribution of Annual and Interim Reports

As detailed in the 2014 Interim Report, 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 as an alternative to receiving hard copies by post. A letter of request was enclosed with the Interim Report for Shareholders to complete and return to confirm whether or not they wished to take advantage of this facility. The letter indicated that, in the absence of a response, a Shareholder would be deemed as having given their consent to receiving only postal notifications that documents are available on the website. Therefore, Shareholders who made an election for postal notification, and those who elected not to respond, will have received notification by post of the publication of this Annual Report on the Company's website. Shareholders who wish notifications to be sent by e-mail rather than by post should complete and return the form enclosed with the Annual Report or advise the Registrar via the Share Portal at www.capitashareportal.com. Hard copies of all documents are available on request.

Annual General Meeting

As indicated in previous Annual Reports, in order to allow a wider range of Shareholders the opportunity to meet the Directors and the Manager, it is intended to hold AGMs in Glasgow and London in alternate years. Therefore, the 2015 AGM will be held in the London office of Maven Capital Partners UK LLP on 9 July 2015, and the Notice of Annual General Meeting can be found on pages 72 to 77 in the Annual Report.

The Future

The Manager has a proven track record of building a portfolio of yielding private company assets, through an ongoing process of selective acquisitions, working closely with investee company management teams to create value and achieving profitable exits. Your Board believes that this strategy will continue to deliver strong results and underpin our objective of steadily increasing Shareholder value, and looks forward with confidence.

John Pocock

Chairman

5 June 2015

Business Report

This Business Report is intended to provide an overview of the strategy and business model of the Company as well as the key measures used by the Directors in overseeing its management. The Company is a venture capital trust which invests in accordance with the investment objective set out below.

Investment Objective

The Company aims to achieve long term capital appreciation and generate maintainable levels of income for Shareholders.

Business Model and Investment Policy

Under an investment policy approved by the Directors, the Company intends to achieve its objective by:

·       investing the majority of its funds in a diversified portfolio of shares and securities in smaller, unquoted UK companies and AIM/ISDX quoted companies which meet the criteria for VCT qualifying investments and have strong growth potential;

·       investing no more than £1 million in any company in one year and no more than 15% of the Company's assets by cost in one business at any time; and

·       borrowing up to 15% of net asset value, if required and only on a selective basis, in pursuit of its investment strategy.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company are as follows:

Investment Risk

Many of the Company's investments are 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 Board aims to limit the risk attaching to the investment portfolio as a whole by ensuring that a structured selection, monitoring and realisation process is applied. The Board reviews the investment portfolio with the Manager on a regular basis.

The Company manages and minimises investment risk by:

·       diversifying across a large number of companies;

·       diversifying across a range of economic sectors;

·       actively and closely monitoring the progress of investee companies;

·       seeking to appoint a non-executive director to the board of each private investee company, provided from the Manager's investment management team or from its pool of experienced independent directors;

·       co-investing with other funds run by the Manager in larger deals, which tend to carry less risk;

·       not investing in hostile public to private transactions; and

·       retaining the services of a Manager that can provide the resources required to achieve the investment objective and meet the criteria stated above.

An explanation of certain risks and how they are managed is contained in Note 17 to the Financial Statements.

Financial and Liquidity Risk

As most of the investments require a mid to long term commitment and are relatively illiquid, the Company retains a portion of the portfolio in cash or cash equivalents in order to finance any new unquoted investment opportunities. The Company has no direct exposure to currency risk and does not enter into any derivative transactions.

Economic Risk

The valuation of investment companies may be affected by underlying economic conditions such as fluctuating interest rates and the availability of bank finance.

Credit Risk

The Company may hold financial instruments and cash deposits and is dependent on counterparties discharging their agreed responsibilities. The Directors consider the creditworthiness of the counterparties to such instruments and seek to ensure that there is no undue concentration of exposure to any one party.

Internal Control Risk

The Board reviews regularly the system of internal controls, both financial and non-financial, operated by the Company and the Manager. These include controls designed to ensure that the Company's assets are safeguarded and that all records are complete and accurate.

VCT Qualifying Status Risk

The Company operates in a complex regulatory environment and faces a number of related risks, including:

·       becoming subject to capital gains tax on the sale of its investments as a result of a breach of Section 274 of the Income Tax Act 2007;

·       loss of VCT status and consequent loss of tax reliefs available to Shareholders as a result of a breach of the VCT Regulations; and

·       loss of VCT status and reputational damage as a result of serious breach of other regulations such as the UKLA Listing Rules and the Companies Act 2006.

Legislative and Regulatory Risk

In order to maintain its approval as a VCT, the Company is required to comply with current VCT legislation in the UK as well as the European Commission's (EC) state aid rules.  Future changes to UK legislation or the EC state aid rules could have an adverse impact on Shareholder investment returns whilst maintaining the Company's VCT status. The Board and the Manager continue to make representations where appropriate, either directly or through relevant industry bodies such as the AIC and the British Venture Capital Association (BVCA).

Statement of Compliance with Investment Policy

The Company is adhering to its stated investment policy and managing the risks arising from it. This can be seen in various tables and charts throughout the Annual Report, and from information provided in the Chairman's Statement and the Investment Manager's Review. A review of the Company's business, its position as at 28 February 2015 and its performance during the year then ended is included in the Chairman's Statement, which also includes an overview of the Company's strategy and business model.

The management of the investment portfolio has been delegated to Maven Capital Partners UK LLP (Maven), which also provides company secretarial, administrative and financial management services to the Company. The Board is satisfied with the depth and breadth of the Manager's resources and its network of offices which supply new deals and enable it to monitor the geographically widespread portfolio of companies effectively.

The Investment Portfolio Summary on pages 30 and 31 discloses the investments in the portfolio and the degree of co-investment with other clients of the Manager. The tabular analysis of the unlisted and quoted portfolio on pages 16 and 17 shows that the portfolio is diversified across a variety of sectors and deal types. The level of VCT qualifying investment is monitored by the Manager on a daily basis and reported to the Risk Committee quarterly.

Key Performance Indicators

At each Board Meeting the Directors consider a number of financial performance measures to assess the Company's success in achieving its objectives, and these also enable Shareholders and investors to gain an understanding of its business. The key performance indicators are as follows:

·       NAV total return;

·       dividend growth;

·       share price discount to NAV;

·       investment income; and

·       operational expenses.

The NAV total return is a measure of the current NAV per share and dividends paid to date. The dividend growth measure shows how much of that Shareholder value has been returned to original investors in the form of dividends. A historical record of these measures is shown in the Financial Highlights on pages 5 and 6 in the Annual Report and the profile of the portfolio is reflected in the Summary of Investment Changes on page 12.  The Board reviews the Company's investment income and operational expenses on a quarterly basis.

There is no meaningful venture capital trust index against which to compare the financial performance of the Company but, for reporting to the Board and Shareholders, the Manager uses comparisons with appropriate indices and the Company's peer group. The Directors also consider nonfinancial performance measures such as the flow of investment proposals and the Company's ranking within the VCT sector by independent analysts.

Valuation Process

Investments held by Maven Income and Growth VCT PLC in unquoted companies are valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Investments quoted or traded on a recognised stock exchange are valued at their bid prices.

Share Buy-backs

The Board will seek the necessary Shareholder authority to continue to conduct a share buy-back programme under appropriate circumstances.

Employee, Environmental and Human Rights Policy

The Company has no direct employee or environmental responsibilities, nor is it responsible for the emission of greenhouse gases. However, the Directors will consider economic, regulatory and political trends and features that may impact on the Company's future development and performance. The Board's principal responsibility to Shareholders is to ensure that the investment portfolio is managed and invested properly. The management of the portfolio is undertaken by the Manager through members of its portfolio management team.

The Manager engages with the Company's underlying investee companies in relation to their corporate governance practices and in developing their policies on social, community and environmental matters and further information may be found in the Statement of Corporate Governance. In light of the nature of the Company's business, there are no relevant human rights issues and, therefore, the Company does not have a human rights policy.

Auditor

The Company's Auditor is required to report if there are any material inconsistencies between the content of the Strategic Report and the Financial Statements.  The Independent Auditor's Report can be found on pages 51 to 54 of the Annual Report.

Future Strategy

The Board and Manager intend to maintain the policies set out above for the year ending 29 February 2016 as it is believed that these are in the best interests of Shareholders.

John Pocock

Chairman

5 June 2015

Maven Income and Growth VCT PLC
Income Statement
For the year ended 28 February 2015
	Year ended 28 February 2015			Year ended 28 February 2014
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Investment income and deposit interest	1,502	-	1,502	1,561	-	1,561
Investment management fees	(122)	(488)	(610)	(83)	(332)	(415)
Other expenses	(355)	-	(355)	(351)	-	(351)
Gains on investments	-	2,173	2,173	-	848	848
Net return on ordinary activities before taxation	1,025	1,685	2,710	1,127	516	1,643
Tax on ordinary activities	(206)	100	(106)	(209)	67	(142)
Return attributable to Equity Shareholders	819	1,785	2,604	918	583	1,501
Earnings per share (pence)	1.7	3.7	5.4	2.2	1.4	3.6

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
For the year ended 28 February 2015
	Year ended 28 February 2015		Year ended 28 February 2014
	£'000		£'000
Opening Shareholders' funds	31,212		28,755
Net return for year	2,604		1,501
Net proceeds of share issue	5,459		3,778
Repurchase and cancellation of shares	(155)		(386)
Dividends paid - revenue	(960)		(854)
Dividends paid - capital	(1,869)		(1,582)
Closing Shareholders' funds	36,291		31,212

Balance Sheet
As at 28 February 2015
	28 February 2015		28 February 2014
	£'000	£'000	£'000	£'000
Investments at fair value through profit or loss	31,255		29,241
Current assets
Debtors	4,749		717
Cash	478		1,481
		5,227		2,198
Creditors
Amounts falling due within one year	191		227
Net current assets		5,036		1,971
Net assets		36,291		31,212
Capital and reserves
Called up share capital		5,380		4,582
Share premium account		10,013		5,349
Capital reserve - realised		(9,609)		(9,289)
Capital reserve - unrealised		3,070		2,834
Special distributable reserve		26,610		26,792
Capital redemption reserve		198		174
Revenue reserve		629		770
Net assets attributable to Shareholders		36,291		31,212
Net asset value per Ordinary Share (pence)		67.5		68.1

Cash Flow Statement
For the year ended 28 February 2015
	28 February 2015		28 February 2014
	£'000	£'000	£'000	£'000
Operating activities
Investment income received	1,680		1,573
Deposit interest received	2		6
Investment management fees paid	(616)		(603)
Secretarial fees paid	(60)		(60)
Directors' expenses paid	(65)		(61)
Other cash payments	(224)		(197)
Net cash inflow from operating activities		717		658
Taxation
Corporation tax paid	(142)		-
		142		-
Financial investment
Purchase of investments	(13,768)		(14,887)
Sale of investments	13,419		13,684
Net cash outflow from financial investment		(349)		(1,203)
Equity dividends paid		(2,829)		(2,436)
Net cash outflow before financing		(2,603)		(2,981)
Financing
Issue of Ordinary Shares	1,755		3,778
Repurchase of Ordinary Shares	(155)		(386)
Net cash inflow from financing		1,600		3,392
(Decrease)/increase in cash		(1,003)		411

Notes

Accounting Policies - UK Generally Accepted Accounting Practice

(a) Basis of Preparation

The Financial Statements have been prepared under the historical cost convention, modified to include the revaluation of investments, and in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the SORP) issued in January 2009. The disclosures on Going Concern on page 33 of the Directors' Report form part of these financial statements.

(b) Income

Dividends receivable on equity shares and unit trusts are treated as revenue for the period on an ex-dividend basis. Where no ex-dividend date is available dividends receivable on or before the year end are treated as revenue for the period. Provision is made for any dividends not expected to be received. The fixed returns on debt securities and non-equity shares are recognised on a time apportionment basis so as to reflect the effective interest rate on the debt securities and shares. Provision is made for any income not expected to be received. Interest receivable from cash and short term deposits and interest payable are accrued to the end of the year.

(c) Expenses

All expenses are accounted for on an accruals basis and charged to the income statement. Expenses are charged through the revenue account except as follows:

·       expenses which are incidental to the acquisition and disposal of an investment are charged to capital; and

·       expenses are charged to realised capital reserves where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the investment management fee has been allocated 20% to revenue and 80% to realised capital reserves to reflect the Company's investment policy and prospective income and capital growth. 

(d) Taxation

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the Financial Statements which are capable of reversal in one or more subsequent periods.

Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

The tax effect of different items of income/gain and expenditure/loss is allocated between capital reserves and revenue account on the same basis as the particular item to which it relates using the Company's effective rate of tax for the period.

UK Corporation tax is provided at amounts expected to be paid/recovered using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.

(e) Investments

In valuing unlisted investments the Directors follow the criteria set out below. These procedures comply with the revised International Private Equity and Venture Capital Valuation Guidelines (IPEVCV) for the valuation of private equity and venture capital investments. Investments are recognised at their trade date and are designated by the Directors as fair value through profit and loss. At subsequent reporting dates, investments are valued at fair value, which represents the Directors' view of the amount for which an asset could be exchanged between knowledgeable and willing parties in an arm's length transaction. This does not assume that the underlying business is saleable at the reporting date or that its current shareholders have an intention to sell their holding in the near future.

A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.

1.    For investments completed prior to the reporting date and those at an early stage in their development, fair value is determined using the Price of Recent Investment Method, except that adjustments are made when there has been a material change in the trading circumstances of the company or a substantial movement in the relevant sector of the stock market.

2.    Whenever practical, recent investments will be valued by reference to a material arm's length transaction or a quoted price.

3.    Mature companies are valued by applying a multiple to their prospective earnings to determine the enterprise value of the company.

3.1     To obtain a valuation of the total ordinary share capital held by management and the institutional investors, the value of third party debt, institutional loan stock, debentures and preference share capital is deducted from the enterprise value. The effect of any performance related mechanisms is taken into account when determining the value of the ordinary share capital.

3.2     Preference shares, debentures and loan stock are valued using the Price of Recent Investment Method. When a redemption premium has accrued, this will only be valued if there is a reasonable prospect of it being paid. Preference shares which carry a right to convert into ordinary share capital are valued at the higher of the Price of Recent Investment Method basis and the price/earnings basis, both described above.

4.    Where there is evidence of impairment, a provision may be taken against the previous valuation of the investment.

5.    In the absence of evidence of a deterioration, or strong defensible evidence of an increase in value, the fair value is determined to be that reported at the previous balance sheet date.

6.    All unlisted investments are valued individually by the Portfolio Management Team of Maven Capital Partners UK LLP. The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company.

7.    In accordance with normal market practice, investments listed on the Alternative Investment Market or a recognised stock exchange are valued at their bid market price.

(f) Fair Value Measurement

Fair value is defined as the price that the Company would receive upon selling an investment in a timely transaction to an independent buyer in the principal or the most advantageous market of the investment. A three-tier hierarchy has been established to maximise the use of observable market data and minimise the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable.

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.

Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on best information available in the circumstances.

The three-tier hierarchy of inputs is summarised in the three broad levels listed below.

• Level 1 -     quoted prices in active markets for identical investments;

• Level 2 -     other significant observable inputs (included quoted prices for similar investments, interest rates, credit risk etc); and

• Level 3 -     significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments).

(g) Gains and Losses on Investments

When the Company sells or revalues its investments during the year, any gains or losses arising are credited/charged to the Income Statement.

Movement in Reserves

	Share premium account	Capital reserve - realised	Capital reserve - unrealised	Special distributable reserve	Capital redemption reserve	Revenue reserve
	£'000	£'000	£'000	£000	£000	£'000
At 1 March 2014	5,349	(9,289)	2,834	26,792	174	770
Gains on sales of investments	-	1,937	-	-	-	-
Net increase in value of investments	-	-	236	-	-	-
Investment management fees	-	(488)	-	-	-	-
Dividends paid	-	(1,869)	-	-	-	(960)
Tax effect of capital items	-	100	-	-	-	-
Repurchase and cancellation of shares	-	-	-	(155)	24	-
Share issue - 2014	1,484	-	-	(27)	-	-
Share issue - 2015	3,180	-	-	-	-	-
Net return on ordinary activities after taxation	-	-	-	-	-	819
At 28 February 2015	10,013	(9,609)	3,070	26,610	198	629

Earnings per Share

The returns per share are based on the following figures:

	Year ended	Year ended
	28 February 2015	28 February 2014
Weighted average number of Ordinary Shares in issue	48,061,685	42,663,834
Revenue return	£819,000	£918,000
Capital return	£1,785,000	£583,000
Total return	£2,604,000	£1,501,000

Net Asset Value per Ordinary Share

Net asset value per Ordinary Share as at 28 February 2015 has been calculated using the number of Ordinary Shares in issue at that date of 53,799,962 (2014: 45,823,754).

Basis of Preparation of the Financial Statements

This Financial Statements included in this Announcement have been prepared on the same basis as the Annual Report and Financial Statements for the year ended 28 February 2014. The Annual Report and Financial Statements for the year ended 28 February 2015 will be filed with the Registrar of Companies and issued to Shareholders in due course.

The financial information contained within this Announcement does not constitute the Company's statutory Financial Statements as defined in the Companies Act 2006. The statutory Financial Statements for the year ended 28 February 2014 have been delivered to the Registrar of Companies and contained an audit report which was unqualified and did not constitute statements under S498(2) or S498(3) of the Companies Act 2006.

Directors' Responsibility Statement

The Directors confirm that, to the best of their knowledge:

·      the Financial Statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as at 28 February 2015 and for the year to that date;

·      the Directors' Report includes a fair review of the development and performance of the Company, together with a description of the principal risks and uncertainties that it faces; and

·      the Annual Report and Financial Statements taken as a whole are fair, balanced and understandable and provide the information necessary to assess the Company's performance, business model and strategy.

Other Information

The Annual General Meeting will be held on 9 July 2015, commencing at 12.00 noon at 5^th Floor, 1-2 Royal Exchange Buildings, London, EC3V 3LF.

Copies of this announcement, and of the Annual Report and Financial Statements for the year ended 28 February 2015, will be available to the public at the office of Maven Capital Partners UK LLP, 205 West George Street, Glasgow G2 2LW; at the registered office of the Company, Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF and on the Company's website at www.mavencp.com/migvct.

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.

The Annual Report and the Circular have been submitted to the National Storage Mechanism will be available for inspection at: www.Hemscott.com/nsm.do.

By Order of the Board

Maven Capital Partners UK LLP

Secretary

5 June 2015

 

END

 

 

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