Half-Yearly Report for the six months ended 30 September 2015
Mobeus Income & Growth 2 VCT plc, ("MIG2", the "Company" or the "Fund") is a Venture Capital Trust ("VCT") advised by Mobeus Equity Partners LLP ("Mobeus"), investing primarily in established, profitable, unquoted companies.
Company Objective
The objective of the Company is to provide investors with a regular income stream, arising both from the income generated by the companies selected for the portfolio and from realising any growth in capital.
Financial Highlights
Results for the six months ended 30 September 2015
· |
Net asset value ("NAV") and share price total return per share was 5.2% and 2.4% respectively for the half-year. |
|
|
· |
A total of £1.83 million was invested in the period into Jablite Holdings and Tushingham Sails and a follow-on investment into CGI Creative Graphics International. After the period-end, £1.95 million was invested in Access IS Limited. |
|
|
· |
Total liquidity following investments after the half-year is £19.38 million. |
Performance Summary
The net asset value (NAV) per share of the Company as at 30 September 2015 was 121.43 pence.
Cumulative total shareholder return per share (NAV basis)*:
The longer term trend of performance on this measure is shown in the table below:-
Period |
Net asset value (NAV) per share |
Cumulative dividends paid per share |
Cumulative total shareholder return per share |
|
|
|
(NAV basis) |
|
(p) |
(p) |
(p) |
As at 30 September 2015 |
121.43 |
42.00 |
163.43 |
As at 31 March 2015 |
115.45 |
42.00 |
157.45 |
As at 31 March 2014 |
120.73 |
23.00 |
143.73 |
As at 30 April 2013 |
106.75 |
18.00 |
124.75 |
As at 30 April 2012 |
98.71 |
14.00 |
112.71 |
As at 30 April 2011 |
96.16 |
10.00 |
106.16 |
As at 30 April 2010 |
87.47 |
5.00 |
92.47 |
As at 30 April 2009 |
86.02 |
4.00 |
90.02 |
As at 30 April 2008 |
98.48 |
1.50 |
99.98 |
As at 30 April 2007 |
97.15 |
1.50 |
98.65 |
*Cumulative NAV total shareholder return is net asset value plus cumulative dividends paid to date on the current share class, launched in 2005.
I am pleased to present the Half-Yearly Report for Mobeus Income & Growth 2 VCT plc for the six months ended 30 September 2015.
Before I report upon the Company's performance and other matters for the half-year, I wish to draw shareholders' attention to the important regulatory developments below.
New VCT legislation
The UK Finance Act 2015, which became law on 18 November 2015, introduced terms designed to ensure that VCTs comply with European Union rules on State Aid. These rules apply to VCTs because the tax relief given to investors is deemed to be State Aid to the companies in which the VCTs invest: they prohibit governments from providing financial assistance to companies which are deemed capable of raising finance from investors, banks and other financial institutions without such assistance.
The most significant rule is that VCT investment is to be used only for growth and development purposes. As a result, VCTs will no longer be permitted to finance the purchase of either established businesses or shares in such businesses and will instead have to focus on investing in younger and less established companies. This may prevent, or at least significantly restrict, VCTs from investing in Management Buyout transactions (MBOs).
The Investment Adviser has a long and successful record of originating and arranging the exit from MBOs. Although not specifically stated, it seems that MBOs already completed will not be affected by the new rules, but it is clear that the Investment Adviser will need to originate the types of transactions which comply with these rules.
Investment Policy
Your directors are working closely with the Investment Adviser and our other professional advisers to understand the full implications of the new rules for our Investment Policy (as set out later). It currently refers to the intention to invest "primarily in MBOs", which is clearly no longer permitted.
Under the rules of the UK Listing Authority, a material change to the Investment Policy requires the approval of shareholders. We intend to draft a revised Investment Policy and invite shareholders to approve it at or before the next annual general meeting.
The current Investment Policy permits both MBOs and growth and development investments. Until a revised Investment Policy is approved, we will cease to fund investments in the former and will instead focus on the latter.
Performance for the six months ended 30 September 2015
The net asset value (NAV) per share increased during the period from 115.45 pence at 31 March 2015 to 121.43 pence per share as at 30 September 2015, a 5.2% NAV return.
This NAV return over the period was primarily due to an increase in the value of the portfolio. A number of portfolio companies have continued to make good progress, which has been demonstrated by increasing profits and making loan stock repayments.
Investment portfolio
In addition to the overall rise in the value of the portfolio, there was a healthy level of loan stock repayments and new investment activity continued at an encouraging pace.
The investment portfolio recorded realised and unrealised gains of £1.97 million for the six months to 30 September 2015. The portfolio was valued at £31.88 million at the period-end.
During the period under review two new investments were made. In April 2015, £0.84 million was invested into Jablite, the UK's largest domestic manufacturer of Expanded Polystyrene ("EPS") products. Jablite has had a promising start as a portfolio company, very quickly returning cash of £0.68 million to date following a particularly strong initial period of cash generation. In July 2015, an investment of £0.72 million was made in Tushingham Sails, a leading supplier of stand up paddleboards. A follow-on investment of £0.27 million was made in June into CGI, an existing portfolio company. Just after the period-end an investment of £1.95 million was made into Access IS Limited, a leading provider of data capture and scanning hardware.
Further details of the investment activity during the six months to 30 September 2015 and a summary of the performance highlights can be found in the Investment Review of this Half-Yearly Report.
Interim dividend
The Board's objective is, subject to the availability of sufficient reserves and liquidity, to distribute regular and consistent dividends. The Board's target is currently not less than 5 pence per annum. The Board intends to review the level of dividends to be paid before the year-end.
Revenue account
The results for the period are set out in the Unaudited Income Statement and show a revenue return (after tax) of 1.28 pence per share (2014: 2.70 pence).
The revenue return for the period of £0.47 million is 58% of last year's first six months' income return of £0.81 million. This was primarily because income this period has fallen. In turn, this was caused by loan stock income and dividends declining, as a result of the substantial disposals of investments last year, on which loan stock interest arrears and dividends were received as these disposals occurred.
Liquidity
The Company continues to seek opportunities to increase returns on the liquid assets of the Company without compromising the overriding requirement that risk to the liquid assets portfolio is minimised. Total liquidity is now £19.38 million (2014: £18.64 million), of which £8.07 million is spread across deposit and term accounts at four UK banks, £7.58 million is held in companies preparing to trade and £3.73 million is held in a selection of money market funds with AAA credit ratings.
VCT fundraising
Having considered the level of liquidity above, the Board has concluded that there is no need to raise further funds in the current tax year.
Investment in qualifying holdings
The Company is required to meet the target set by HM Revenue & Customs ("HMRC") of investing 70% of the funds raised in qualifying unquoted and/or AIM quoted companies. The Company exceeded this level (based on VCT cost as defined in tax legislation which differs from the actual cost given in the Investment Portfolio Summary in the Half-Yearly Report) throughout the period. The balance of the portfolio was invested in non-qualifying investments and cash.
Share buybacks
During the six months ended 30 September 2015, the Company bought back 0.25 million of its own shares, representing 0.7% of the issued share capital at the beginning of the period, at an average price, including costs, of £1.05 per share.
All of the shares bought back in the period were subsequently cancelled by the Company. Continuing shareholders benefit from the difference between NAV per share and the price per share at which the shares are bought back and cancelled.
Industry awards for the Investment Adviser
The Board is pleased to see the Investment Adviser, once again, winning significant industry awards. The Investment Adviser was named VCT Manager of the Year for the fourth consecutive year at the unquote" British Private Equity Award 2015 and also received the award for Exit of the Year for Focus Pharmaceuticals. In addition, Mobeus was named VCT Manager of the Year by Investor Allstars. These three awards recognise again the continuing high level of performance achieved by the Investment Adviser in all areas of its activity including deals, exits, portfolio management and fundraising.
Shareholder Communications
The Adviser holds an annual VCT event for shareholders in central London. Each event includes a presentation on the Mobeus VCTs' investment activity and performance. The next event will be held on Tuesday, 26 January 2016 at the Royal Institute of British Architects in central London. There will be a daytime and a separate evening session. Shareholders have already been sent an invitation to this event with further details. If you have not replied to the invitation, but would like to attend, please visit the Mobeus website to register. The Board looks forward to meeting all shareholders able to attend.
Outlook
The economic prospects in the UK continue to look relatively favourable with economic growth predicted to be 2.4% for the coming year. This should help the existing portfolio deliver continued satisfactory performance.
As I envisaged under "Investment Policy" above, the Company's new investments will be in growth and development capital opportunities. The Investment Adviser reports that they have started the process of identifying suitable additions to the portfolio, which will satisfy the criteria of the new legislation.
Finally, I would like to take this opportunity to thank shareholders for their continued support.
Nigel Melville
Chairman
26 November 2015
Note: As referred to in the Chairman's Statement under the first two sections headed "New VCT legislation" and "Investment Policy" the Investment Policy below is intended to be changed and approved by the Company's shareholders.
Investment Policy
The Company's policy is to invest primarily in a diverse portfolio of UK unquoted companies. Investments are structured as part loan and part equity in order to receive regular income and to generate capital gains from trade sales and flotations of investee companies.
Investments are made selectively across a number of sectors, primarily in management buyout transactions (MBOs) i.e. to support incumbent management teams in acquiring the business they manage but do not yet own. Investments are primarily made in companies that are established and profitable.
The Company's cash and liquid resources may be invested to maximise income returns, subject to the overriding criterion that the risk of loss of capital be minimised.
Size of companies
The companies in which investments are made must have no more than £15 million of gross assets at the time of investment and £16 million immediately following the investment to be classed as a Venture Capital Trust ("VCT") qualifying holding.
VCT regulation
The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue & Customs ("HMRC").
Amongst other conditions, the VCT may not invest more than 15 per cent. of its investments in a single company or group of companies and must have at least 70 per cent. by value of its investments throughout the period in shares or securities comprising VCT qualifying holdings, of which a minimum overall of 30 per cent. by value (70 per cent. for funds raised from 6 April 2011) must be in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules). The VCT can invest less than 30 per cent. by value (70 per cent. for funds raised from 6 April 2011) of an investment in a specific company in ordinary shares. It must, however, have at least 10 per cent. by value of its total investments in each VCT qualifying company in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules).
Asset mix
The Investment Adviser aims to hold approximately 80 per cent. of the Company's net assets by value in qualifying investments. The balance is held in readily realisable interest bearing investments and deposits and in some non-qualifying holdings in the same investee companies in which qualifying investments have been made.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses across different industry sectors. To reduce the risk of high exposure to equities, each qualifying investment is structured using a significant proportion of loan stock (up to 70 per cent. of the total investment in each VCT qualifying company). Initial investments in VCT qualifying companies are generally made in amounts ranging from £200,000 to £2 million at cost, or such amounts as VCT legislation permits. Normally, no holding in any one company will be greater than 10 per cent. (but in any event will not be greater than 15 per cent.) of the value of the Company's investments, based on cost, at the time of investment. Ongoing monitoring of each investment is carried out by the Investment Adviser, generally through taking a seat on the board of each VCT qualifying company.
Co-investment
The Company aims to invest alongside the three other VCTs advised by the Investment Adviser which all have a similar investment policy. This enables the Company to participate in larger combined investments advised on by the Investment Adviser.
Borrowing
The Company's articles of association permit borrowing of amounts up to 10 per cent. of the adjusted capital and reserves (as defined therein), although the Company has never borrowed and the Board has no current plans to undertake any borrowing.
Management
The Board has overall responsibility for the Company's affairs, including the determination of its investment policy. Investment and divestment proposals are originated, negotiated and recommended by the Investment Adviser, Mobeus Equity Partners LLP, and are then subject to formal approval by the Board of Directors. Mobeus Equity Partners LLP also provides Company Secretarial and Accountancy services to the Company.
Investment Review
This has been another encouraging period for new investment and portfolio performance. The market continued to provide a strong pipeline of good investment opportunities and economic conditions have been favourable for both new investment and portfolio development. The portfolio is performing well as a whole and accordingly the valuation of the portfolio as a whole has increased by 8.8% during the period on a like-for-like basis. Many companies in the portfolio are strongly cash generative and have made partial repayments of their loan stocks during the period.
Investments remain spread across a number of sectors, primarily in support services, general retailers, media and fixed line telecommunications.
The current portfolio includes a number of high quality assets which have continued to develop and grow during the period. Future new investment will target growth and development capital opportunities and we have taken steps to focus resource on building this deal pipeline.
New investment
A total of £1.83 million was invested during the six months under review. This included substantial new investments into Jablite and Tushingham and one follow-on investment in CGI Creative Graphics International.
Principal new investments in the half-year
Company |
Business |
Date of investment |
Amount of new investment (£m) |
|
Jablite |
Expanded polystyrene products |
April 2015 |
0.84 *
|
|
Jablite is the UK's largest domestic manufacturer of Expanded Polystyrene ("EPS") products operating under two divisions, manufacturing packaging (Styropak) and construction (Jablite) products. The business was acquired from its Dutch parent and operates from five production sites in the UK. For the year ended 31 December 2014, Jablite Limited and Styropack (UK) Limited, generated annual sales of £32.83 million and £15.17 million respectively and profit before interest, tax and amortisation of goodwill of £2.01 million and £0.33 million respectively. * £0.84 million was invested into Duncary 16, a company preparing to trade, on 2 April 2015. This enabled Duncary 16 to acquire Jablite on 23 April 2015. Duncary 16 has subsequently changed its name to Jablite Holdings Limited.
|
||||
Tushingham Sails |
Supplier of watersports equipment |
July 2015 |
0.72* |
|
Tushingham Sails is a supplier of sails to the UK windsurfing market. It has recently moved into the young and rapidly expanding watersport of stand-up paddleboarding, as the manufacturer of its own fast-growing brand called Red Paddle. The company's design ethos and historic market knowledge has enabled Tushingham to penetrate this world market and we are optimistic that its strong growth will continue. The company had a turnover of £7.54 million and generated an adjusted profit before interest, tax and amortisation of goodwill of £1.08 million during the year ended 28 February 2015. * £0.85 million originally invested in Vian Marketing, a company preparing to trade, was used to acquire Tushingham Sails Limited. This resulted in a net repayment to the Company of £0.13 million.
|
||||
In April and July 2015, the VCT also invested a further £6.94 million into new and existing companies that are preparing to trade. |
||||
Further investment into existing portfolio companies in the half-year
Company |
Business |
Date of investment |
Amount of new investment (£m) |
CGI Creative Graphics International |
Producer of adhesive decorative graphics for vehicles |
June 2015 |
0.27 |
CGI Creative Graphics International is a leading specialist provider of adhesive decorative graphics to the automotive, recreational vehicle and airline markets. It operates from two centres, in Bedford and Cape Town, South Africa. The VCT made a further loan stock investment in June 2015, which had been negotiated at the time of the original investment in June 2014. The company's accounts for the year ended 28 February 2015 show annual sales of £12.12 million and profits before interest, tax and amortisation of goodwill of £1.68 million. |
New investment after the period-end
Company |
Business |
Date of investment |
Amount of new investment (£m) |
Access IS |
Data capture and scanning hardware |
October 2015 |
1.95* |
Access IS is a leading provider of data capture and scanning hardware. The company has a significant share of the worldwide market for this technology in airports and strong positions in the fast growing markets of both ID & Security and Transport & Ticketing. This was an opportunity to acquire a longstanding and profitable business in several growth sectors. The company's latest audited accounts for the year ended 31 December 2014 show annual sales of £9.95 million and profit before interest, tax and amortisation of goodwill of £1.25 million.
* Amounts previously invested into Knighton Management Limited (£0.88 million) and Tovey Management Limited (£0.85 million), both of which were companies preparing to trade, along with a further £0.22 million from the Company, were used to acquire Access IS Limited. |
Further investment into existing portfolio companies post period-end
A further loan of £0.05 million was made into Racoon International in October 2015 to provide additional working capital to enable the business to strengthen its sales team and broaden its product range.
Realisations
The VCT made no investment realisations during the period under review.
Further consideration from investments realised in earlier periods was received from Youngman, Machineworks and EMaC totalling £0.07 million. The Company received £0.14 million from Newquay Helicopters (2013) Limited in August 2015, as an interim distribution resulting from the members' voluntary liquidation of the company. Finally, £0.004 million was received as consideration for shares in Aussie Man & Van Limited.
Loan stock repayments
In addition to the realisations above, loan stock repayments and any associated loan premiums totalled £1.12 million for the half-year. These proceeds are summarised below:-
Company |
Business |
Month |
Amount (£000s) |
Jablite |
Expanded polystyrene products |
May - August |
594 |
Motorclean |
Vehicle cleaning and valeting services |
April-August |
155 |
Leap New Co (Ward Thomas) |
Logistics, storage and removals business |
May-September |
148 |
Vian Marketing |
Company preparing to trade |
July |
131 |
Tessella |
Provider of science powered technology and consulting services |
June-September |
50 |
Aussie Man & Van |
Domestic removals and storage |
May and June |
37 |
|
|
Total |
1,115 |
Loan repayments post period-end
The VCT has also received further loan repayments and any associated loan premiums of £0.12 million from Jablite and Motorclean.
Mobeus Equity Partners LLP
26 November 2015
Investment Portfolio Summary |
|
|||||||||
as at 30 September 2015 |
|
|||||||||
|
Date of first investment / Sector |
Total Book cost at 30 September 2015 |
Valuation at 31 March 2015 |
Additions at cost |
Disposals at valuation |
Change in valuation for period |
Valuation at 30 September 2015 |
% of net assets by value |
|
|
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
Qualifying investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unquoted investments |
|
|
|
|
|
|
|
|
|
|
ASL Technology Holdings Limited |
December 2010 |
2,092,009 |
2,394,873 |
- |
- |
61,572 |
2,456,445 |
5.6% |
|
|
Printer and photocopier services |
Support services |
|
|
|
|
|
|
|
|
|
Entanet Holdings Limited |
January 2012 |
1,444,090 |
2,180,042 |
- |
- |
(1,201) |
2,178,841 |
5.0% |
|
|
Wholesale voice and data communications provider |
Fixed Line Telecommunications |
|
|
|
|
|
|
|
|
|
Tessella Holdings Limited |
July 2012 |
706,818 |
1,179,963 |
- |
(50,325) |
661,936 |
1,791,574 |
4.1% |
|
|
Provider of science powered technology and consulting services |
Support services |
|
|
|
|
|
|
|
|
|
Virgin Wines Holding Company Limited |
March 2012 |
1,284,333 |
1,374,970 |
- |
- |
244,700 |
1,619,670 |
3.7% |
|
|
Online wine retailer |
General retailers |
|
|
|
|
|
|
|
|
|
Manufacturing Services Investment Limited |
February 2014 |
1,608,300 |
608,000 |
1,000,300 |
- |
- |
1,608,300 |
3.7% |
|
|
Company seeking to carry on a business in the manufacturing sector |
Support services |
|
|
|
|
|
|
|
|
|
Media Business Insight Holdings Limited (formerly South West Services Investment Limited) |
January 2014 |
1,447,188 |
1,447,188 |
- |
- |
- |
1,447,188 |
3.3% |
|
|
A publishing and events business focused on the creative production industries |
Media |
|
|
|
|
|
|
|
|
|
Fullfield Limited (trading as Motorclean Limited) |
July 2011 |
1,121,864 |
930,735 |
- |
(154,740) |
328,196 |
1,104,191 |
2.5% |
|
|
Vehicle cleaning and valet services |
Support services |
|
|
|
|
|
|
|
|
|
Tharstern Group Limited |
July 2014 |
789,815 |
789,815 |
- |
- |
303,144 |
1,092,959 |
2.5% |
|
|
Software based management information systems |
Software and Computer Services |
|
|
|
|
|
|
|
|
|
Veritek Global Holdings Limited |
March 2012 |
967,780 |
1,089,947 |
- |
- |
(35,765) |
1,054,182 |
2.4% |
|
|
Maintenance of imaging equipment |
Support services |
|
|
|
|
|
|
|
|
|
Leap New Co Limited (trading as Ward Thomas Removals, Bishopsgate and Aussie Man & Van)1 |
December 2014 |
1,033,315 |
1,221,841 |
- |
(188,526) |
- |
1,033,315 |
2.3% |
|
|
A specialist logistics, storage and removals business |
Support services |
|
|
|
|
|
|
|
|
|
CGI Creative Graphics International Limited |
June 2014 |
999,568 |
731,032 |
268,536 |
- |
23,859 |
1,023,427 |
2.3% |
|
|
Vinyl graphics to global automotive, recreation vehicle and aerospace markets |
General Industrials |
|
|
|
|
|
|
|
|
|
EOTH Limited (trading as Rab and Lowe Alpine) |
October 2011 |
817,185 |
915,779 |
- |
- |
86,692 |
1,002,471 |
2.3% |
|
|
Branded outdoor equipment and clothing |
General retailers |
|
|
|
|
|
|
|
|
|
Turner Topco Limited (trading as ATG Media) |
October 2008 |
1,320,963 |
1,317,247 |
- |
- |
(336,674) |
980,573 |
2.2% |
|
|
Publisher and online auction platform operator |
Media |
|
|
|
|
|
|
|
|
|
Blaze Signs Holdings Limited |
April 2006 |
437,030 |
816,333 |
- |
- |
104,587 |
920,920 |
2.1% |
|
|
Manufacturing and installation of signs |
Support services |
|
|
|
|
|
|
|
|
|
Hollydale Management Limited |
March 2015 |
885,000 |
885,000 |
- |
- |
- |
885,000 |
2.0% |
|
|
Company seeking to carry on a business in the food sector |
Support services |
|
|
|
|
|
|
|
|
|
Knighton Management Limited |
March 2015 |
885,000 |
885,000 |
- |
- |
- |
885,000 |
2.0% |
|
|
Company seeking to carry on a business in the engineering sector |
Support services |
|
|
|
|
|
|
|
|
|
Backhouse Management Limited |
April 2015 |
848,500 |
- |
848,500 |
- |
- |
848,500 |
1.9% |
|
|
Company seeking to carry on a business in the motor sector |
Support services |
|
|
|
|
|
|
|
|
|
Barham Consulting Limited |
April 2015 |
848,500 |
- |
848,500 |
- |
- |
848,500 |
1.9% |
|
|
Company seeking to carry on a business in the catering sector |
Support services |
|
|
|
|
|
|
|
|
|
Chatfield Services Limited |
April 2015 |
848,500 |
- |
848,500 |
- |
- |
848,500 |
1.9% |
|
|
Company seeking to carry on a business in the retail sector |
Support services |
|
|
|
|
|
|
|
|
|
Creasy Marketing Services Limited |
April 2015 |
848,500 |
- |
848,500 |
- |
- |
848,500 |
1.9% |
|
|
Company seeking to carry on a business in the textile sector |
Support services |
|
|
|
|
|
|
|
|
|
McGrigor Management Limited |
April 2015 |
848,500 |
- |
848,500 |
- |
- |
848,500 |
1.9% |
|
|
Company seeking to carry on a business in the pharmaceutical sector |
Support services |
|
|
|
|
|
|
|
|
|
Pound FM Consultants Limited |
April 2015 |
848,500 |
- |
848,500 |
- |
- |
848,500 |
1.9% |
|
|
Company seeking to carry on a business in the construction sector |
Support services |
|
|
|
|
|
|
|
|
|
Tovey Management Limited |
April 2015 |
848,500 |
- |
848,500 |
- |
- |
848,500 |
1.9% |
|
|
Company seeking to carry on a business in the support services sector |
Support services |
|
|
|
|
|
|
|
|
|
Gro-Group Holdings Limited |
January 2012 |
1,123,088 |
695,892 |
- |
- |
141,269 |
837,161 |
1.9% |
|
|
Baby sleep products |
General retailers |
|
|
|
|
|
|
|
|
|
Vian Marketing Limited (trading as Tushingham Sails)2 |
April 2015 |
717,038 |
- |
848,500 |
(131,462) |
- |
717,038 |
1.6% |
|
|
Design, manufacture and sale of stand-up paddleboards and windsurfing sails |
Leisure goods |
|
|
|
|
|
|
|
|
|
RDL Corporation Limited |
October 2010 |
1,000,000 |
607,325 |
- |
- |
12,032 |
619,357 |
1.4% |
|
|
Recruitment consultants for the pharmaceutical, business intelligence and IT industries |
Support services |
|
|
|
|
|
|
|
|
|
The Plastic Surgeon Holdings Limited |
April 2008 |
392,348 |
511,002 |
84 |
- |
86,439 |
597,525 |
1.4% |
|
|
Snagging and finishing of domestic and commercial properties |
Support services |
|
|
|
|
|
|
|
|
|
Bourn Bioscience Limited |
January 2014 |
757,101 |
607,329 |
- |
- |
(33,745) |
573,584 |
1.3% |
|
|
Management of In-vitro fertilisation clinics |
Healthcare Equipment & Services |
|
|
|
|
|
|
|
|
|
Jablite Holdings Limited (formerly Duncary 16 Limited)3 |
April 2015 |
410,310 |
- |
840,015 |
(429,705) |
- |
410,310 |
0.9% |
|
|
Manufacturer of expanded polystyrene products |
Construction and materials |
|
|
|
|
|
|
|
|
|
Vectair Holdings Limited |
January 2006 |
60,293 |
190,542 |
- |
- |
75,054 |
265,596 |
0.7% |
|
|
Designer and distributor of washroom products |
Support services |
|
|
|
|
|
|
|
|
|
Racoon International Holdings Limited |
December 2006 |
998,140 |
119,613 |
- |
- |
- |
119,613 |
0.3% |
|
|
Supplier of hair extensions, hair care products and training |
Personal goods |
|
|
|
|
|
|
|
|
|
Newquay Helicopters (2013) Limited (in liquidation) |
June 2006 |
85,000 |
226,000 |
- |
(141,000) |
- |
85,000 |
0.2% |
|
|
Helicopter service operator |
Support services |
|
|
|
|
|
|
|
|
|
Lightworks Software Limited |
April 2006 |
25,727 |
60,279 |
- |
- |
4,148 |
64,427 |
0.2% |
|
|
Provider of software for CAD and CAM vendors |
Software and Computer Services |
|
|
|
|
|
|
|
|
|
PXP Holdings Limited (Pinewood Structures) |
December 2006 |
1,220,579 |
- |
- |
- |
- |
- |
0.0% |
|
|
Design, manufacture and supply of timber frames for buildings |
Construction and materials |
|
|
|
|
|
|
|
|
|
Legion Group plc (in liquidation) |
August 2005 |
150,106 |
- |
- |
- |
- |
- |
0.0% |
|
|
Provision of manned guarding, mobile patrolling, and alarm response services |
Support Services |
|
|
|
|
|
|
|
|
|
Total unquoted investments |
|
30,719,488 |
21,785,747 |
8,896,935 |
(1,095,758) |
1,726,243 |
31,313,167 |
71.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM quoted investments |
|
|
|
|
|
|
|
|
|
|
365 Agile Group (formerly lafyds plc) |
March 2001 |
254,586 |
- |
- |
- |
10 |
10 |
0.0% |
|
|
Development of energy saving devices for domestic use |
Electronic and electrical equipment |
|
|
|
|
|
|
|
|
|
Total AIM quoted investments |
|
254,586 |
- |
- |
- |
10 |
10 |
0.0% |
|
|
Total qualifying investments |
|
30,974,074 |
21,785,747 |
8,896,935 |
(1,095,758) |
1,726,253 |
31,313,177 |
71.2%4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-qualifying investments |
|
|
|
|
|
|
|
|
|
|
Media Business Insight Limited |
as above |
561,884 |
561,884 |
- |
- |
- |
561,884 |
1.3% |
|
|
Century 3370 plc (formerly Fuse 8 plc) |
March 2004 |
250,000 |
- |
- |
- |
- |
- |
0.0% |
|
|
Promotional goods and services agency |
Support Services |
|
|
|
|
|
|
|
|
|
Legion Group plc (in liquidation) |
as above |
- |
- |
- |
- |
- |
- |
0.0% |
|
|
Total non-qualifying investments |
|
811,884 |
561,884 |
- |
- |
- |
561,884 |
1.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments per note 10 |
|
31,785,958 |
22,347,631 |
8,896,935 |
(1,095,758) |
1,726,253 |
31,875,061 |
72.5% |
|
|
Cash |
|
- |
8,503,568 |
- |
- |
- |
1,356,860 |
3.1% |
|
|
Monies held pending investment5 |
|
- |
4,500,000 |
- |
- |
- |
3,000,000 |
6.8% |
|
|
Current investments6 |
|
- |
6,735,859 |
- |
- |
- |
7,737,618 |
17.5% |
|
|
Total investments including current investments and cash |
|
31,785,958 |
42,087,058 |
8,896,935 |
(1,095,758) |
1,726,253 |
43,969,539 |
99.9% |
|
|
Debtors |
|
- |
180,065 |
- |
- |
- |
183,820 |
0.5% |
|
|
Creditors |
|
- |
(164,306) |
- |
- |
- |
(172,578) |
(0.4)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
31,785,958 |
|
8,896,935 |
(1,095,758) |
1,726,253 |
|
|
|
|
Net assets at the period-end |
|
|
42,102,817 |
|
|
|
43,980,781 |
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Leap New Co Limited (trading as Ward Thomas Removals and Bishopsgate) acquired the VCT's investment in Aussie Man & Van Limited during the period. As a result, these figures contain the combined holding of both investments. |
|
|||||||||
2 £848,500 originally invested in Vian Marketing, a company preparing to trade, was used to acquire Tushingham Sails Limited. This resulted in a net repayment to the Company of £131,462. |
|
|||||||||
3 £840,015 was invested into Duncary 16 Limited, a company preparing to trade, on 2 April 2015. This enabled Duncary 16 to acquire Jablite on 23 April 2015. Duncary 16 has subsequently changed its name to Jablite Holdings Limited. |
|
|||||||||
4 As at 30 September 2015, the Company held more than 70% of its total investments in qualifying holdings and therefore complied with the VCT qualifying test. For the purposes of the VCT qualifying tests, the Company is permitted to disregard disposals of investments for six months from the date of disposal. It also has up to three years before new funds raised need to be included in the qualifying investment test. |
|
|||||||||
5 Disclosed within fixed assets as monies held pending investment in the Balance Sheet. |
|
|
||||||||
6 Disclosed within current assets as current investments in the Balance Sheet. |
|
|
||||||||
Statement of Directors' Responsibilities
Responsibility Statement
In accordance with Disclosure and Transparency Rule (DTR) 4.2.10, Nigel Melville (Chairman and Chairman of the Nominations Committee), Adam Kingdon (Chairman of the Audit Committee), Sally Duckworth (Chairman of the Investment Committee) and Kenneth Vere Nicoll (Chairman of the Remuneration Committee), being the Directors of the Company confirm that to the best of their knowledge:
(a) |
the condensed set of financial statements, which has been prepared in accordance with the statement, "Half-Yearly Reports", issued by the Accounting Standards Board, gives a true and fair view of the assets, liabilities, financial position and profit of the Company, as required by DTR 4.2.4; |
|
|
(b) |
the interim management report, included within the Chairman's Statement, Investment Policy, Investment Review and Investment Portfolio Summary includes a fair review of the information required by DTR 4.2.7, being an indication of the important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; |
|
|
(c) |
a description of the principal risks and uncertainties facing the Company for the remaining six months is set out below, in accordance with DTR 4.2.7; and |
|
|
(d) |
there were no related party transactions in the first six months of the current financial year that are required to be reported, in accordance with DTR 4.2.8. |
Principal risks and uncertainties
The Board acknowledges that there is regulatory risk and continues to manage the Company's affairs in such a manner as to comply with section 274 of the Income Tax 2007. The measures contained in the Finance Act 2015 are likely to require changes to the Company's Investment Policy, once the implications of the new rules are fully understood. There remains a risk that the EU State Aid authorities may challenge the status of MBO investments already completed. Please see the Chairman's Statement.
With these exceptions, the Board confirms in accordance with DTR 4.2.7, that the principal risks and uncertainties facing the Company have not changed materially since the publication of the Annual Report and Accounts for the year ended 31 March 2015, which principal risks faced by the Company were:
- |
loss of approval as a Venture Capital Trust; |
- |
investment and strategic; |
- |
economic; |
- |
regulatory; |
- |
financial and operating; |
- |
market; |
- |
asset liquidity; |
- |
market liquidity; |
- |
credit/counterparty; and |
- |
fraud and dishonesty. |
A detailed explanation of the principal risks facing the Company can be found on pages 20 and 21 and in Note 18 on pages 56 to 63 of the Annual Report and Accounts for the year ended 31 March 2015. Copies are available on the Investment Adviser's website, www.mobeusequity.co.uk or by going directly to the VCT's website: www.mig2vct.co.uk.
Going concern
The Board has assessed the Company's operation as a going concern. The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the interim management report which is included within the Chairman's Statement, Investment Policy, Investment Review and Investment Portfolio Summary. The Directors have satisfied themselves that the Company continues to maintain a significant cash position, the majority of companies in the portfolio continue to trade profitably and the portfolio taken as a whole remains resilient and well-diversified. The major cash outflows of the Company (namely investments, buybacks and dividends) are within the Company's control.
The Board's assessment of liquidity risk and details of the Company's policies for managing its capital and financial risks are shown in Note 18 on pages 56 to 63 of the Annual Report and Accounts for the year ended 31 March 2015. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the half-yearly report and annual financial statements.
Related Party Transactions
There were no related party transactions in the first six months of the current financial year that are required to be reported.
Cautionary Statement
This report may contain forward looking statements with regards to the financial condition and results of the Company, which are made in the light of current economic and business circumstances. Nothing in this report should be construed as a profit forecast.
For and on behalf of the Board
Nigel Melville
Chairman
26 November 2015
Unaudited Income Statement
for the six months ended 30 September 2015
|
|
Six months ended 30 September 2015 |
Six months ended 30 September 2014 |
Year ended 31 March 2015 |
|
|||||||
|
|
(unaudited) |
(unaudited) |
(audited) |
|
|||||||
|
|
|
|
|
|
|||||||
|
Notes |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
||
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
||
|
|
|
|
|
|
|
|
|
|
|
||
Unrealised gains/(losses) on investments held at fair value |
10 |
- |
1,726,253 |
1,726,253 |
- |
797,772 |
797,772 |
- |
(1,032,124) |
(1,032,124) |
||
Realised gains on investments held at fair value |
10 |
- |
239,026 |
239,026 |
- |
1,667,567 |
1,667,567 |
- |
4,618,332 |
4,618,332 |
||
Income |
4 |
837,064 |
- |
837,064 |
1,129,116 |
- |
1,129,116 |
1,901,055 |
- |
1,901,055 |
||
Investment Adviser's fees |
5 |
(121,374) |
(364,123) |
(485,497) |
(108,609) |
(325,828) |
(434,437) |
(222,228) |
(666,684) |
(888,912) |
||
Other expenses |
|
(176,032) |
- |
(176,032) |
(144,485) |
- |
(144,485) |
(293,602) |
- |
(293,602) |
||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Profit on ordinary activities before taxation |
|
539,658 |
1,601,156 |
2,140,814 |
876,022 |
2,139,511 |
3,015,533 |
1,385,225 |
2,919,524 |
4,304,749 |
||
|
|
|
|
|
|
|
|
|
|
|
||
Tax on profit on ordinary activities |
6 |
(72,825) |
72,825 |
- |
(70,525) |
70,525 |
- |
(140,960) |
140,960 |
- |
||
|
|
|
|
|
|
|
|
|
|
|
||
Profit on ordinary activities after taxation |
|
466,833 |
1,673,981 |
2,140,814 |
805,497 |
2,210,036 |
3,015,533 |
1,244,265 |
3,060,484 |
4,304,749 |
||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Basic and diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
||
Ordinary Shares |
7 |
1.28p |
4.60p |
5.88p |
2.70p |
7.40p |
10.10p |
4.02p |
9.88p |
13.90p |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total column of this statement is the Income Statement of the Company. |
|
|||||||||||
|
|
|||||||||||
Unaudited Balance Sheet
as at 30 September 2015
|
|
30 September 2015 |
31 March 2015 |
30 September 2014 |
|
|
(unaudited) |
(audited) |
(unaudited) |
|
Notes |
£ |
£ |
£ |
|
|
|
|
|
Fixed assets |
|
|
|
|
Investments at fair value |
10 |
31,875,061 |
22,347,631 |
21,531,097 |
Monies held pending investment |
11 |
3,000,000 |
4,500,000 |
- |
|
|
34,875,061 |
26,847,631 |
21,531,097 |
|
|
|
|
|
Current assets |
|
|
|
|
Debtors and prepayments |
|
183,820 |
180,065 |
372,812 |
Current Investments |
11 |
7,737,618 |
6,735,859 |
5,730,145 |
Cash at bank and in hand |
|
1,356,860 |
8,503,568 |
11,701,014 |
|
|
9,278,298 |
15,419,492 |
17,803,971 |
|
|
|
|
|
Creditors: amounts falling due within one year |
|
(172,578) |
(164,306) |
(185,377) |
|
|
|
|
|
Net current assets |
|
9,105,720 |
15,255,186 |
17,618,594 |
|
|
|
|
|
Net assets |
|
43,980,781 |
42,102,817 |
39,149,691 |
|
|
|
|
|
Capital and reserves |
|
|
|
|
Called up share capital |
|
362,185 |
364,686 |
299,963 |
Share premium reserve |
|
15,901,497 |
15,901,497 |
8,122,178 |
Capital redemption reserve |
|
82,122 |
79,621 |
78,421 |
Revaluation reserve |
|
2,842,900 |
1,116,647 |
2,972,764 |
Special distributable reserve |
|
8,982,930 |
9,537,078 |
10,782,998 |
Profit and loss account |
|
15,809,147 |
15,103,288 |
16,893,367 |
|
|
|
|
|
Equity shareholders' funds |
|
43,980,781 |
42,102,817 |
39,149,691 |
|
|
|
|
|
Net asset value per share |
8 |
121.43p |
115.45p |
130.51p |
|
|
|
|
|
|
|
|
|
|
Unaudited Statement of Changes in Equity |
|||||||
|
Called up share capital |
Share Premium reserve |
Capital redemption reserve |
Revaluation reserve |
Special distributable reserve |
Profit and loss reserve |
|
|
|
||||||
|
Total |
||||||
For the six months ended 30 September 2015 |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
At 1 April 2015 |
364,686 |
15,901,497 |
79,621 |
1,116,647 |
9,537,078 |
15,103,288 |
42,102,817 |
Comprehensive income for the period |
|
|
|
|
|
|
|
Profit for the period |
- |
- |
- |
1,726,253 |
- |
414,561 |
2,140,814 |
Other comprehensive income for the period |
- |
- |
- |
- |
- |
- |
- |
Total comprehensive income for the period |
- |
- |
- |
1,726,253 |
- |
414,561 |
2,140,814 |
|
|
|
|
|
|
|
|
Contributions by and distributions to owners |
|
|
|
|
|
|
|
Shares issued via Offer for Subscription |
- |
- |
- |
- |
- |
- |
- |
Shares bought back (note a) |
(2,501) |
- |
2,501 |
- |
(262,850) |
- |
(262,850) |
Dividends paid |
- |
- |
- |
- |
- |
- |
- |
Total contributions by and distributions to owners |
(2,501) |
- |
2,501 |
- |
(262,850) |
- |
(262,850) |
|
|
|
|
|
|
|
|
Other movements |
|
|
|
|
|
|
|
Realised losses transferred to special reserve (note a) |
- |
- |
- |
- |
(291,298) |
291,298 |
- |
Realisation of previously unrealised appreciation |
- |
- |
- |
- |
- |
- |
- |
Total other movements |
- |
- |
- |
- |
(291,298) |
291,298 |
- |
|
|
|
|
|
|
|
|
At 30 September 2015 |
362,185 |
15,901,497 |
82,122 |
2,842,900 |
8,982,930 |
15,809,147 |
43,980,781 |
|
|
|
|
|
|
|
|
Note a: The Special distributable reserve provides the Company with a reserve to fund market purchases of the Company's own shares, to absorb any exisiting and future losses and for any other corporate purpose. |
|||||||
Unaudited Statement of Changes in Equity |
|||||||
|
|
|
|
|
|
|
|
|
Called up share capital |
Share Premium reserve |
Capital redemption reserve |
Revaluation reserve |
Special distributable reserve |
Profit and loss reserve |
|
|
|
||||||
|
Total |
||||||
For the six months ended 30 September 2014 |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
At 1 April 2014 |
280,621 |
5,363,551 |
73,413 |
5,930,144 |
11,565,499 |
10,665,151 |
33,878,379 |
Comprehensive income for the period |
|
|
|
|
|
|
|
Profit for the period |
- |
- |
- |
797,772 |
- |
2,217,761 |
3,015,533 |
Other comprehensive income for the period |
- |
- |
- |
- |
- |
- |
- |
Total comprehensive income for the period |
- |
- |
- |
797,772 |
- |
2,217,761 |
3,015,533 |
|
|
|
|
|
|
|
|
Contributions by and distributions to owners |
|
|
|
|
|
|
|
Shares issued via Offer for Subscription |
24,350 |
2,758,627 |
- |
- |
- |
- |
2,782,977 |
Shares bought back |
(5,008) |
- |
5,008 |
- |
(527,198) |
- |
(527,198) |
Dividends paid |
- |
- |
- |
- |
- |
- |
- |
Total contributions by and distributions to owners |
19,342 |
2,758,627 |
5,008 |
- |
(527,198) |
- |
2,255,779 |
|
|
|
|
|
|
|
|
Other movements |
|
|
|
|
|
|
|
Realised losses transferred to special reserve |
- |
- |
- |
- |
(255,303) |
255,303 |
- |
Realisation of previously unrealised appreciation |
- |
- |
- |
(3,755,152) |
- |
3,755,152 |
- |
Total other movements |
- |
- |
- |
(3,755,152) |
(255,303) |
4,010,455 |
- |
|
|
|
|
|
|
|
|
At 30 September 2014 |
299,963 |
8,122,178 |
78,421 |
2,972,764 |
10,782,998 |
16,893,367 |
39,149,691 |
|
|
|
|
|
|
|
|
Unaudited Statement of Cash Flow
for the six months ended 30 September 2015
|
|
Six months ended |
Six months ended |
Year ended |
|
|
30 September 2015 |
30 September 2014 |
31 March 2015 |
|
Notes |
(unaudited) |
(unaudited) |
(audited) |
|
|
£ |
£ |
£ |
Cash flows from operating activities |
|
|
|
|
Profit for the financial period |
|
2,140,814 |
3,015,533 |
4,304,749 |
Adjustments for: |
|
|
|
|
Net unrealised (gains)/losses on investments |
|
(1,726,253) |
(797,772) |
1,032,124 |
Net gains on realisations on investments |
|
(239,026) |
(1,667,567) |
(4,618,332) |
(Increase)/decrease in debtors |
|
(3,839) |
66,594 |
216,588 |
Increase in creditors and accruals |
|
8,097 |
22,880 |
54,945 |
Net cash inflow from operating activities |
|
179,793
|
639,668 |
990,074
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Purchase of investments |
10 |
(8,896,851) |
(1,569,032) |
(7,374,456) |
Disposal of investments |
10 |
1,334,784 |
6,993,445 |
13,145,958 |
Decrease/(increase) in monies held pending investment |
|
1,500,000 |
- |
(4,500,000) |
Net cash (outflow)/inflow from investing activities |
|
(6,062,067) |
5,424,413 |
1,271,502 |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Shares issued as part of Offer for subscription |
|
- |
4,983,297 |
12,782,668 |
Equity dividends paid |
9 |
- |
- |
(6,010,031) |
Purchase of own shares |
|
(262,675) |
(501,735) |
(680,302) |
|
|
|
|
|
Net cash (outflow)/inflow from financing activities |
|
(262,675) |
4,481,562 |
6,092,335 |
|
|
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
(6,144,949) |
10,545,643 |
8,353,911 |
Cash and cash equivalents at start of period |
|
15,239,427 |
6,885,516 |
6,885,516 |
|
|
|
|
|
Cash and cash equivalents at end of period |
|
9,094,478 |
17,431,159 |
15,239,427 |
|
|
|
|
|
Cash and cash equivalents comprise: |
|
|
|
|
Cash at bank and in hand |
|
1,356,860 |
11,701,014 |
8,503,568 |
Cash equivalents |
|
7,737,618 |
5,730,145 |
6,735,859 |
|
|
|
|
|
Notes to the Unaudited Financial Statements
1. |
Company information |
||||||
|
Mobeus Income and Growth 2 VCT plc is a public limited company incorporated in England, registration number 03946235. The registered office is 30 Haymarket, London, SW1Y 4EX. |
||||||
|
|||||||
2. |
Basis of preparation |
||||||
|
|||||||
|
These financial statements prepared in accordance with accounting policies consistent with Financial Reporting Standard 102 ("FRS102"), Financial Reporting Standard 104 ("FRS104") - Interim Financial Reporting, with the Companies Act 2006 and the 2014 Statement of Recommended practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('the SORP') issued by the Association of Investment Companies. The financial statements have been prepared on the historical cost basis except for the modification to a fair value basis for certain financial instruments as specified in the accounting policies below. |
||||||
|
|||||||
|
This is the first period in which the financial statements have been prepared under FRS102. There has been no material change in the accounting policies and so there has been no restatement of comparatives. |
||||||
|
|||||||
3. |
Principal accounting policies |
||||||
|
The following accounting policies have been applied consistently throughout the period. Full details of principal accounting policies will be disclosed in the Annual Report. |
||||||
|
|||||||
|
The Half-Year Report has not been audited, nor has it been reviewed by the auditor pursuant to the Auditing Practices Board (APB)'s guidance on Review of Interim Financial Information. |
||||||
|
|||||||
|
a) Presentation of the Income Statement |
||||||
|
In order to better reflect the activities of a VCT and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue column of profit attributable to equity shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Section 274 Income Tax Act 2007. |
||||||
|
|||||||
|
b) Investments |
||||||
|
All investments held by the Company are classified as "fair value through profit and loss", and measured in accordance with the International Private Equity and Venture Capital Valuation ("IPEVCV") guidelines, as updated in December 2012. This classification is followed as the Company's business is to invest in financial assets with a view to profiting from their total return in the form of capital growth and income. |
||||||
|
|||||||
|
For investments actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time frame determined by the relevant market. Purchase and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional. |
||||||
|
|||||||
|
Unquoted investments are stated at fair value by the Directors in accordance with the following rules, which are consistent with the IPEVCV guidelines: |
||||||
|
|||||||
|
All investments are held at the price of a recent investment for an appropriate period where there is considered to have been no change in fair value. Where such a basis is no longer considered appropriate, the following factors will be considered: |
||||||
|
|||||||
|
(i) |
Where a value is indicated by a material arms-length transaction by an independent third party in the shares of a company, this value will be used. |
|||||
|
|||||||
|
(ii) |
In the absence of i), and depending upon both the subsequent trading performance and investment structure of an investee company, the valuation basis will usually move to either:- |
|||||
|
|
|
|
|
|
|
|
|
|
a) an earnings multiple basis. The shares may be valued by applying a suitable price-earnings ratio to that company's historic, current or forecast post-tax earnings before interest and amortisation (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the Investment Adviser compared to the sector including, inter alia, a lack of marketability). |
|||||
|
|||||||
|
or:- |
||||||
|
|||||||
|
|
b) Where an earnings multiple is not appropriate and overriding factors apply, discounted cash flow or net asset valuation bases may be applied. |
|||||
|
|||||||
|
|
c) where a company's underperformance against plan indicates fair value is lower than cost, and such fall is considered permanent, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Investment Adviser, will agree the values that represent the extent to which an investment loss has become realised. This is based upon an assessment of objective evidence of that investment's future prospects, to determine whether there is potential for the investment to recover in value. |
|||||
|
|||||||
|
(iii) Premiums that will be received upon repayment of loan stock investments are accrued at fair value when the Company receives the right to the premium and when considered recoverable. |
||||||
|
|||||||
|
(iv) Where an earnings multiple or cost less impairment basis is not appropriate and overriding factors apply, discounted cash flow or net asset valuation bases may be applied. |
||||||
|
|||||||
|
Capital gains and losses on investments, whether realised or unrealised, are dealt with in the profit and loss and revaluation reserves and movements in the period are shown in the Income Statement. |
4. Income
|
|
Six months ended 30 September 2015 |
|
Six months ended 30 September 2014 |
|
Year ended 31 March 2015 |
|
|
(unaudited) |
|
(unaudited) |
|
(audited) |
|
|
£ |
|
£ |
|
£ |
Dividends |
|
62,764 |
|
228,712 |
|
286,492 |
Money-market funds |
|
8,490 |
|
7,527 |
|
15,684 |
Loan stock interest |
|
741,030 |
|
882,080 |
|
1,566,646 |
Bank deposit interest |
|
24,780 |
|
7,473 |
|
29,815 |
Interest on preference dividends |
|
- |
|
906 |
|
2,418 |
Other Income |
|
- |
|
2,418 |
|
- |
|
|
|
|
|
|
|
Total Income |
|
837,064 |
|
1,129,116 |
|
1,901,055 |
|
|
|
|
|
|
|
5. Investment Adviser's fees
Under the terms of a revised investment management agreement dated 10 September 2010, Mobeus provides investment advisory, administrative and company secretarial services to the Company, for a fee of 2.0% per annum calculated on a quarterly basis by reference to the net assets at the end of the preceding quarter, plus a fee of £113,589 per annum, the latter being subject to changes in the retail price index each year. In 2013, Mobeus agreed to waive such further increases due to indexation, until otherwise agreed by the Board. In accordance with the policy statement published under "Management and Administration" in the Company's prospectus dated 10 May 2000 the Directors have charged 75% of the investment adviser expenses to the capital account. This is in line with the Board's expectation of the long-term split of returns from the investment portfolio of the Company.
6. Taxation
There is no tax charge in the period as the Company has utilised tax losses brought forward from previous years.
7. Basic and diluted earnings per share
|
Six months ended 30 September 2015 |
Six months ended 30 September 2014 |
Year ended 31 March 2015 |
|
(unaudited) |
(unaudited) |
(audited) |
|
£ |
£ |
£ |
Total earnings after taxation |
2,140,814 |
3,015,533 |
4,304,749 |
|
|
|
|
Basic and diluted earnings per share (note a) |
5.88p |
10.10p |
13.90p |
|
|
|
|
Net revenue from ordinary activities after taxation |
466,833 |
805,497 |
1,244,265 |
|
|
|
|
Basic and diluted revenue earnings per share (note b) |
1.28p |
2.70p |
4.02p |
|
|
|
|
Net unrealised capital gains/(losses) |
1,726,253 |
797,772 |
(1,032,124) |
Net realised capital gains |
239,026 |
1,667,567 |
4,618,332 |
Capital expenses (net of taxation) |
(291,298) |
(255,303) |
(525,724) |
|
|
|
|
Total capital return |
1,673,981 |
2,210,036 |
3,060,484 |
|
|
|
|
Basic and diluted capital earnings per share (note c) |
4.60p |
7.40p |
9.88p |
|
|
|
|
Weighted average number of shares in issue in the period |
36,408,806 |
29,847,901 |
30,966,734 |
Notes
a) Basic and diluted earnings per share is total earnings after taxation divided by the weighted average number of shares in issue.
b) Basic and diluted revenue earnings per share is revenue earnings after taxation divided by the weighted average number of shares in issue.
c) Basic and diluted capital earnings per share is total capital earnings divided by the weighted average number of shares in issue.
8. Net asset value per share
|
As at |
As at 31 March 2015 (audited) |
As at 30 September 2014 |
|
30 September 2015 |
||
|
(unaudited) |
(unaudited) |
|
Net assets |
£43,980,781 |
£42,102,817 |
£39,149,691 |
Number of shares in issue |
36,218,463 |
36,468,632 |
29,996,317 |
|
|
|
|
Net asset value per share (pence) |
121.43p |
115.45p |
130.51p |
9. Dividends
|
Six months ended |
Six months ended 30 September 2014 |
Year ended 31 March 2015 |
|
30 September 2015 |
||
|
(unaudited) |
(unaudited) |
(audited) |
|
£ |
£ |
£ |
Ordinary shares |
|
|
|
Interim capital dividend paid for the year ended 31 March 2015 of 14.00p per share (eleven months ended 31 March 2014: nil p) pence per share |
- |
- |
4,215,829 |
Interim income dividend paid for the year ended 31 March 2015 of 2.75p (eleven months ended 31 March 2014: 4.70p) per share |
- |
- |
986,811 |
Interim capital dividend paid for the year ended 31 March 2015 of 2.25p (eleven months ended 31 March 2014: 0.20p) per share |
- |
- |
807,391 |
Total |
- |
- |
6,010,031 |
10. Summary of fixed asset investments at fair value during the period
All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the Income Statement.
The methods of fair value measurement are classified into a hierarchy based on the reliability of the information used to determine the valuation.
-Level a - Fair value is measured based on quoted prices in an active market.
-Level b - Fair value is measured based on direct observable current market prices or indirectly being derived from market prices.
-Level c - Fair value is measured using valuation techniques using inputs that are not based on observable market data.
The valuation techniques used by the Company are explained in the policies Note 1.
|
Traded on AIM |
Unquoted Ordinary |
Preference |
Qualifying loans |
Total |
|
|||||
|
shares |
shares |
|
|
|
|
£ |
£ |
£ |
£ |
£ |
|
Level a |
Level c |
Level c |
Level c |
|
|
|
|
|
|
|
Cost at 31 March 2015 |
254,586 |
7,914,104 |
23,963 |
15,792,128 |
23,984,781 |
Unrealised (losses)/gains at 31 March 2015 |
- |
(280,955) |
19,974 |
1,377,628 |
1,116,647 |
Permanent impairment at 31 March 2015 |
(254,586) |
(1,688,074) |
(739) |
(810,398) |
(2,753,797) |
Valuation at 31 March 2015 |
- |
5,945,075 |
43,198 |
16,359,358 |
22,347,631 |
Purchases at cost |
- |
2,969,664 |
170 |
5,927,101 |
8,896,935 |
Sale Proceeds |
- |
(218,497) |
(1,000) |
(1,115,287) |
(1,334,784) |
Increase/(decrease) in unrealised gains on investments |
10 |
1,043,245 |
(17,689) |
700,687 |
1,726,253 |
Reclassification at cost/valuation |
- |
(122,725) |
- |
122,725 |
- |
Realised gains on investments |
- |
74,781 |
- |
164,245 |
239,026 |
Valuation at 30 September 2015 |
10 |
9,691,543 |
24,679 |
22,158,829 |
31,875,061 |
Book cost at 30 September 2015 |
254,586 |
10,617,327 |
23,133 |
20,890,912 |
31,785,958 |
Unrealised gains at 30 September 2015 |
10 |
762,290 |
2,285 |
2,078,315 |
2,842,900 |
Permanent impairment at 30 September 2015 |
(254,586) |
(1,688,074) |
(739) |
(810,398) |
(2,753,797) |
Valuation at 30 September 2015 |
10 |
9,691,543 |
24,679 |
22,158,829 |
31,875,061 |
|
|
|
|
|
|
Unrealised (losses)/gains at 1 April 2015 |
(254,586) |
(1,969,029) |
19,235 |
567,230 |
(1,637,150) |
Net movement in unrealised appreciation/(depreciation) in the period |
10 |
1,043,245 |
(17,689) |
700,687 |
1,726,253 |
(Losses)/gains on investments at 30 September 2015 |
(254,576) |
(925,784) |
1,546 |
1,267,917 |
89,103 |
There has been no significant change in the risk analysis as disclosed in Note 18 of the financial statements in the Company's Annual Report.
The increase in unrealised valuations of the loan stock investments above reflects the change in the entitlement to loan premiums, and/or in the underlying enterprise value of the investee company.
The increase does not arise from assessments of credit or market risk upon these investments.
Purchases above of £8,896,935 are higher than that shown in the Statement of Cash Flows of £8,896,851 by £84, which relates to the purchase of shares from exercising options in an investee company which completed in the period.
Level c unquoted equity and loan investments are valued in accordance with IPEVCV guidelines as follows.
|
30 September 2015 |
31 March 2015 |
30 September 2014 |
|
£ |
£ |
£ |
Investment methodology |
|
|
|
Cost (reviewed for impairment) |
9,402,800 |
2,604,000 |
1,441,000 |
Recent investment price |
4,289,348 |
4,871,373 |
5,929,591 |
Earnings multiple |
18,182,903 |
14,872,258 |
12,848,711 |
Realisation proceeds |
- |
- |
1,307,993 |
|
31,875,051 |
22,347,631 |
21,527,295 |
11. Monies held pending investment and current investments at fair value
Monies held pending investment total £3,000,000 (31 March 2015: £4,500,000; 30 September 2014: £nil) held in bank deposit accounts repayable within one year.
Current investments comprise investments of £3,727,300 (31 March 2015: £3,727,300; 30 September 2014: £3,727,300) held in four OEIC money market funds and £4,010,318 (31 March 2015: £3,008,559; 30 September 2014: £2,002,845) held in bank deposits, both subject to immediate access. These sums are treated as cash equivalents in the Statement of Cash Flows.
12. Post balance sheet events
On 2 October 2015, amounts previously invested into Tovey Management Limited (£0.85 million) and Knighton Management Limited (£0.88 million) both of which are companies preparing to trade, along with additional funds from the Company of £0.22 million, were used to make an investment in Access IS Limited.
On 7 October 2015, a further loan of £0.05 million was advanced to Racoon International Holdings Limited.
On 12 October 2015, Fullfield Limited (trading as Motorclean) repaid loan stock of £0.04 million.
On 23 October 2015, Jablite Holdings Limited repaid loan stock of £0.08 million, including £0.02 million of premium.
13. Financial statements for the six months ended 30 September 2015
The financial information set out in this half-yearly financial report does not constitutes statutory accounts as defined in section 434 of the Companies Act 2006. This information for the year ended 31 March 2015 has been extracted from the latest published audited financial statements, which have been filed with the Registrar of Companies. The auditors have reported on these financial statements and that report was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
14. Half-Yearly Report
This Half-Yearly Report is available on, and can be downloaded from, our website: www.mig2vct.co.uk and is circulated by post to those shareholders who have requested copies of the Report. Further copies are also available free of charge from the Company's registered office, 30 Haymarket, London SW1Y 4EX.
Contact details for further enquiries:
Rob Brittain or Jonathan McGuire at Mobeus Equity Partners LLP (the Company Secretary) on 020 7024 7600 or by e-mail on mig2@mobeusequity.co.uk
Mobeus Equity Partners LLP (the Investment Adviser), on 020 7024 7600 or by e-mail on info@mobeusequity.co.uk.
DISCLAIMER
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.