Maven Income and Growth VCT 4 PLC
Interim Results for the Six Months Ended 30 June 2014 (Unaudited)
The Directors announce the unaudited interim results for the six months ended 30 June 2014.
Highlights
· NAV total return of 128.85p per Ordinary Share at 30 June 2014, up from 127.90p at 31 December 2013;
· NAV at period end of 96.90p per Ordinary Share after payment of the final dividend of 2.65p;
· Four new investments added to the portfolio; and
· Increased interim dividend declared of 2.10p per Ordinary Share (2013:2.00p).
Interim Review
Overview
The continuing objective for your Company is to achieve long term capital appreciation and generate maintainable levels of income for Shareholders, by investing in a diversified portfolio of later-stage private businesses and AIM/ISDX quoted companies with established revenue streams and strong growth potential. During the six month period to 30 June 2014, a combination of valuation uplifts, investment returns and realisation proceeds has resulted in a further increase in NAV total return, to 128.85p per Ordinary Share.
During the reporting period the Maven team has continued to source suitable investment opportunities in profitable UK businesses, and the asset base now includes 50 private companies, the majority of which are trading in line with or ahead of plan, and paying a regular yield. This revenue is an important component in your Company's ability to sustain an attractive level of tax-free distributions to Shareholders, and consequently your Board is pleased to declare an increased interim dividend of 2.10p per Ordinary Share at the half-year.
Several significant new private companies were added to the portfolio during the six month period. In February 2014, Maven supported the management buy-out of SPS (EU) from 4imprint Group and, in March 2014, an investment was completed in London headquartered ISN Solutions Group, an IT support and services business. In the following month, Maven supported the buy-in/management buy-out of Forfar based RMEC Group, and just prior to the period end led a secondary buy-out of Just Trays from Gresham Private Equity. Drawdowns also commenced on the committed first ranking secured mezzanine loan to Maven Capital (Llandudno).
Dividends
The Board has declared an interim dividend of 2.10p per Ordinary Share, comprising 1.00p of revenue and 1.10p of capital, to be paid on 26 September 2014 to Shareholders on the Register at 5 September 2014. After receipt of the interim dividend, Ordinary Shareholders who invested in the Company at the outset will have received 34.05p per share in tax-free dividends. The effect of paying the dividend will be to reduce the NAV of the Company by the total cost of the distribution.
Portfolio Developments
The private equity portfolio has generally performed well, and a number of companies, including several of the most recent investments, are performing ahead of plan and already becoming valuable assets for your Company. Following the initial investment in December 2013, additional funding has been provided to D Mack to develop its range of passenger car tyres. The company's profile has been boosted by very strong performances at the 2014 World Rally Championship events.
Maven Co-invest Exodus, which is invested in Six Degrees Group, was established in 2011 to implement a buy & build strategy for the group, which has now completed 13 acquisitions in the telecommunications and IT sectors. The company is a broad based telecommunications business centred on the converging of mobile, fixed-line, broadband, internet and IT technology businesses, and delivered annual sales of £51.5 million for the year ended 31 March 2013.
A follow-on investment was made in Glacier Energy Services Group, an oil & gas service business headquartered in Aberdeen that is focused on growth within its core UK market. This investment funded the acquisition of Professional Testing Services, a business which provides a comprehensive range of non-destructive testing services to the oil & gas and renewable sectors.
In light of current trading your Board has taken the prudent step of reducing the valuation of the legacy holdings in Networks by Wireless and Higher Nature acquired under the merger with Ortus VCT PLC.
New Investments
During the period your Company participated in four new private equity transactions, alongside follow-on investments supporting the development of existing portfolio companies.
· SPS (EU), the UK's market leading supplier of branded promotional merchandise, operating from a modern, well invested site in Blackpool. The company is well placed to expand by developing new products in an improving economy;
· ISN Solutions Group, a business headquartered in London providing consultancy, project management and outsourced IT services to a niche client base in the upstream exploration and production oil & gas sector;
· RMEC Group, a specialist provider of engineering solutions and pressure control equipment to the oil & gas industry; and
· Just Trays, the UK's leading manufacturer of shower trays and related accessories, with all product design, development and production undertaken at its main facility in Leeds.
The following investments have been completed during the period:
|
|
|
Investment cost |
|
|
|
|
|
£'000 |
£'000 |
|
Investment |
Date |
Sector |
Ordinary Shares |
C Ordinary Shares |
Website |
Unlisted |
|
|
|
|
|
D Mack Limited |
December 2013 |
Automobiles & parts |
209 |
27 |
|
Glacier Energy Services Group Limited |
February 2014 |
Oil equipment services |
188 |
- |
|
ISN Solutions Group Limited |
March 2014 |
Software & computer services |
348 |
55 |
|
JT Holdings (UK) Limited (trading as Just Trays) |
June 2014 |
Household goods & textiles |
448 |
75 |
|
Kelvinlea Limited |
June 2014 |
Real estate |
96 |
- |
No website available |
Maven Capital (Llandudno) LLP |
February 2014 |
Real estate |
243 |
- |
No website available |
Maven Capital (Telfer House) LLP |
April 2014 |
Real estate |
780 |
119 |
No website available |
RMEC Group Limited |
April 2014 |
Oil & Gas |
398 |
65 |
|
SPS (EU) Limited |
February 2014 |
Support services |
517 |
129 |
|
Total unlisted investment |
|
|
3,227 |
470 |
|
|
|
|
|
|
|
Listed fixed income |
|
|
|
|
|
Treasury Bill 16 June 2014 |
February 2014 |
UK Government |
1,998 |
- |
|
Treasury Bill 15 September 2014 |
May 2014 |
UK Government |
2,999 |
500 |
|
Total listed fixed income investment |
|
|
4,997 |
500 |
|
|
|
|
|
|
|
Total investment |
|
|
8,224 |
970 |
|
At the period end, the combined Ordinary and C Share portfolios included 65 unlisted and quoted investments at a total cost of £23.6 million.
Realisations
The mezzanine loan provided to Tuscola (FC100) was repaid in full during May 2014, and in the following month your existing portfolio company Kelvinlea acquired Moriond in a transaction that will create synergies in the marketing process as the remaining residential properties held by both companies are sold.
The Manager is currently engaged with several investee companies and prospective acquirers at various stages of a potential exit process. This realisation activity reflects the increasing maturity of a number of holdings, but it should be noted that there can be no certainty that these discussions will lead to profitable sales.
The table below gives details of all realisations during the reporting period:
Ordinary Shares |
C Ordinary Shares |
|||||||
|
Year first invested |
Complete/ partial exit |
Cost of shares disposed of £'000 |
Sales proceeds £'000 |
Realised gain/(loss) £'000 |
Cost of shares disposed of £'000 |
Sales Proceeds £'000 |
Realised gain/(loss) £'000 |
Unlisted |
|
|
|
|
|
|
|
|
Attraction World Holdings Limited |
2010 |
Partial |
28 |
45 |
17 |
- |
- |
- |
Ensco 969 Limited (trading as DPP) |
2013 |
Partial |
70 |
70 |
- |
- |
- |
- |
Kelvinlea Limited |
2013 |
Partial |
79 |
79 |
- |
- |
- |
- |
Maven Capital (Telfer House) LLP |
2014 |
Complete |
780 |
784 |
4 |
119 |
120 |
1 |
Moriond Limited |
2011 |
Complete |
42 |
79 |
37 |
- |
- |
- |
Torridon (Gibraltar) Limited |
2010 |
Partial |
97 |
92 |
(5) |
- |
- |
- |
Tuscola (FC100) Limited (previously Grangeford (FC100) Limited) |
2012 |
Complete |
400 |
400 |
- |
- |
- |
- |
Westway Services Holdings (2010) Limited¹ |
2009 |
Partial |
68 |
60 |
(8) |
- |
- |
- |
|
|
|
|
|
|
|
|
|
Total unlisted disposals |
|
|
1,564 |
1,609 |
45 |
119 |
120 |
1 |
|
|
|
|
|
|
|
|
|
Quoted
|
|
|
|
|
|
|
|
|
Brookwell Limited |
2008 |
Partial |
- |
4 |
4 |
- |
- |
- |
esure Group PLC |
2010 |
Partial |
- |
30 |
30 |
- |
- |
- |
Hasgrove PLC |
2006 |
Partial |
5 |
3 |
(2) |
- |
- |
- |
Plastics Capital PLC |
2007 |
Partial |
26 |
34 |
8 |
- |
- |
- |
Vectura PLC |
2004 |
Partial |
- |
- |
- |
28 |
49 |
21 |
|
|
|
|
|
|
|
|
|
Total quoted disposals |
|
|
31 |
71 |
40 |
28 |
49 |
21 |
|
|
|
|
|
|
|
|
|
Listed fixed income |
|
|
|
|
|
|
|
|
Treasury Bill 24 March 2014 |
2013 |
Complete |
3,499 |
3,500 |
1 |
750 |
750 |
- |
Treasury Bill 16 June 2014 |
2014 |
Complete |
1,998 |
2,000 |
2 |
- |
- |
- |
|
|
|
|
|
|
|
|
|
Total listed fixed income disposals |
|
|
5,497 |
5,500 |
3 |
750 |
750 |
- |
|
|
|
|
|
|
|
|
|
Total disposals |
|
|
7,092 |
7,180 |
88 |
897 |
919 |
22 |
¹Proceeds exclude yield payments and redemption premiums received, which are disclosed as revenue for financial reporting purposes.
The table above includes the redemption of loan notes by a number of investee companies.
Material Developments Since the Period End
Since 30 June 2014, two follow-on investments have been completed in existing portfolio companies and one new private company asset has been added to the portfolio. In August 2014, a new investment was completed in Crawford Scientific Holdings, a leading supplier of chromatography products and services to blue-chip clients and laboratories across the UK, Europe and the US. The business will look to expand through organic growth and by making strategic bolt-on acquisitions.
Principal Risks and Uncertainties
The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2013 Annual Report, and are the risks associated with investment in small and medium sized unlisted and AIM/ISDX quoted companies, which by their nature, entail a higher level of risk and lower liquidity than investments in large quoted companies. The valuation of investee companies may be affected by economic conditions and the credit environment, and other risks include legislation, regulation, adherence to VCT qualifying rules and the effectiveness of the internal controls operated by the Company and the Manager. These risks and procedures are reviewed regularly by your Board and monitored continually by the Manager, and the Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be met.
As a Scottish registered Company it is acknowledged that there is uncertainty in relation to the referendum on Scottish independence due to take place on 18 September 2014. A number of investee businesses are located in Scotland, whilst the Manager is registered in England, and the Board considers that should the vote be in favour of independence, there will be a transition period during which there will be an opportunity to assess the impact and take any appropriate action.
Fund Raising
In September 2013, the Company announced that it planned to raise up to £4 million in a joint Offer for Subscription alongside the other Maven VCTs. The first allotment under the Offer took place on 3 February 2014 when 2,432,334 new Ordinary Shares were issued, and a further allotment of 1,292,767 new Ordinary Shares took place on 5 April 2014. The Offer was fully subscribed by 4 April 2014, and closed on 5 April 2014 in relation to the tax year 2013/14. In consideration of certain provisions contained within The Finance Bill 2014, which could have had adverse tax consequences for the Company and its Shareholders, the Board decided to postpone the issue of new shares under the Offer in respect of the 2014/15 tax year until there was certainty that the allotments could take place without contravening the new rules. HM Treasury has now clarified the operation of the proposed changes to regulations, and the Offer was subsequently closed on 30 May 2014, with a final allotment of 548,108 new Ordinary Shares taking place on 1 July 2014, using the over-allotment facility set out in the Prospectus.
The Company may use the money raised under the Offer to pay dividends and general running costs, thereby preserving for investment purposes an equivalent sum of more valuable 'old money' which operates under more advantageous VCT regulations. The proceeds of the Offer will also provide additional liquidity for the Company to make further later stage investments, and enable it to spread its costs over a larger asset base to the benefit of all Shareholders.
Share Buy-backs
Shareholders have given the Board authority to buy back Shares for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders. 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 of up to 15% per Ordinary Share, and up to 20% per C Ordinary Share, to the prevailing NAV per share. During the period under review, 545,000 Ordinary Shares were bought back at a cost of £469,000.
Share Consolidation
The Company completed a merger with Ortus VCT PLC on 3 April 2013, details of which were contained in a shareholder circular and prospectus dated 1 March 2013. It was agreed that the common assets be merged into the Ordinary Share pool and, in view of the disproportionately high value of several of the legacy Ortus VCT PLC investments, that these be segregated into a new C Share pool, which would be managed separately for a period of up to two years. The C Shares would then be consolidated into the Ordinary Shares on a relative net asset basis (as provided for in the Articles of Association as amended at the time of the merger). As the C Shares pool investments have been materially realised and the proceeds reinvested alongside the Ordinary Shares pool, the Board has decided to accelerate the consolidation of the C Shares into the Ordinary Shares and create a single class of shares. It is the intention to undertake the share consolidation shortly.
VCT Regulatory Developments
The AIFM Directive came into force on 21 July 2011 and was implemented within the UK on 22 July 2013. The Board and the Manager have engaged legal advisers to ensure that the impact of the legislation has been considered fully, and the Directors have taken the decision to register Maven Income and Growth VCT 4 PLC as a self-managed small registered AIFM. This will enable the Company to take advantage of the reduced reporting requirements and avoid the direct and indirect costs of appointing a depositary. The Company was registered on 22 July 2014; governance and procedures are in place to ensure compliance with the Directive.
The Association of Investment Companies (AIC) has participated in a consultation process to ensure the Government's continued long-term support for the VCT sector by addressing concerns from HM Treasury that enhanced share buy-back (EBB) schemes conflict with the public policy objectives of VCTs. Whilst the buy-back and cancellation of shares will continue to be permitted, EBBs are now prohibited.
HM Treasury had published draft legislation to address its concerns about the use of share premium accounts to return capital to investors, which will prevent VCTs returning capital within three years of the accounting period in which the shares were issued. These changes are effective from 6 April 2014 but, as the provisions may have affected the ability to pay dividends out of reserves created from the reduction of share premium or capital where the VCT had issued shares of the same class before and after 5 April 2014, the AIC sought clarification on this matter. HMRC has confirmed that the new rule will apply only in respect of returns of capital from shares issued on or after 6 April 2014, and the draft legislation was amended prior to receiving Royal Assent in July 2014.
Distribution of Annual and Interim Reports
The Board is aware that 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. The ability to do so is provided for under the Articles of Association. A letter of request is included with this Interim Report for Shareholders to complete and return to confirm whether or not they wish to take advantage of this facility. It should be noted that the option to receive hard copies of documents will still be available. However, should no letter of request be received advising to the contrary, Shareholders will be deemed as having given their consent to receiving only postal notifications that documents are available on the website. This will result in a significant cost saving for your Company.
Dividend Reinvestment Scheme
The Directors intend to implement an optional Dividend Reinvestment Scheme through which Shareholders may elect to have their entitlement to dividend payments used to apply for additional Ordinary Shares issued by the Company under the standing authority conferred by Shareholders at the Annual General Meeting held on 14 May 2014. Details of the scheme and an application form will be issued in advance of the payment of the final dividend for the year ending 31 December 2014.
Outlook
Your Company will continue to focus on investing at attractive entry values in established UK businesses that are capable of generating income and have significant potential for capital appreciation. The Board and the Manager believe this strategy continues to be the optimal approach to support a progressive dividend programme and to deliver consistent growth in Shareholder value.
Directors' Responsibility Statement
The Directors confirm that, to the best of their knowledge:
· the Financial Statements for the six months ended 30 June 2014 have been prepared in accordance with applicable accounting standards and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies' issued in January 2009;
· the Interim Management Report includes a fair review of the information required by DTR 4.2.7R in relation to the indication of important events during the first six months, and of the principal risks and uncertainties facing the Company during the second six months, of the year ending 31 December 2014; and
· the Interim Management Report includes adequate disclosure of the information required by DTR 4.2.8R in relation to material related party transactions and any changes therein.
On behalf of the Board
Maven Capital Partners UK LLP
Secretary
29 August 2014
Summary of Investment Changes (Ordinary Shares)
For the Six Months Ended 30 June 2014
|
Valuation 31 December 2013 |
Net investment/ (disinvestment) |
Appreciation/ (depreciation) |
Valuation 30 June 2014 |
||
|
£'000 |
% |
£'000 |
£'000 |
£'000 |
% |
Unlisted investments |
|
|
|
|
|
|
Equities |
8,070 |
31.8 |
394 |
478 |
8,942 |
32.0 |
Preference shares |
3 |
- |
- |
- |
3 |
- |
Loan stock |
12,305 |
48.6 |
1,224 |
(229) |
13,300 |
47.5 |
|
20,378
|
80.4 |
1,618 |
249 |
22,245 |
79.5 |
|
|
|
|
|
|
|
AIM/ISDX investments |
|
|
|
|
|
|
Equities |
260 |
1.0 |
(41) |
18 |
237 |
0.8 |
|
|
|
|
|
|
|
Listed investments |
|
|
|
|
|
|
Equities |
50 |
0.2 |
(30) |
5 |
25 |
0.1 |
Fixed income |
3,497 |
13.8 |
(503) |
3 |
2,997 |
10.7 |
Total investments |
24,185 |
95.4 |
1,044 |
275 |
25,504 |
91.1 |
|
|
|
|
|
|
|
Other net assets |
1,155 |
4.6 |
1,323 |
- |
2,478 |
8.9 |
|
|
|
|
|
|
|
Total assets |
25,340 |
100.0 |
2,367 |
275 |
27,982 |
100.0 |
Summary of Investment Changes (C Ordinary Shares)
For the Six Months Ended 30 June 2014
|
Valuation 31 December 2013 |
Net investment/ (disinvestment) |
Appreciation/ (depreciation) |
Valuation 30 June 2014 |
||
|
£'000 |
% |
£'000 |
£'000 |
£'000 |
% |
Unlisted investments |
|
|
|
|
|
|
Equities |
1,363 |
37.5 |
93 |
(454) |
1,002 |
34.1 |
Preference shares |
623 |
17.2 |
257 |
(196) |
684 |
23.3 |
Loan stock |
1,986 |
54.7 |
350 |
(650) |
1,686 |
57.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM/ISDX investments |
|
|
|
|
|
|
Equities |
398 |
11.0 |
(49) |
(8) |
341 |
11.6 |
|
|
|
|
|
|
|
Listed investments |
|
|
|
|
|
|
Fixed income |
749 |
20.6 |
(250) |
1 |
500 |
17.0 |
Total investments |
3,133 |
86.3 |
51 |
(657) |
2,527 |
86.0 |
|
|
|
|
|
|
|
Other net assets |
498 |
13.7 |
(86) |
- |
412 |
14.0 |
|
|
|
|
|
|
|
Total assets |
3,631 |
100.0 |
(35) |
(657) |
2,939 |
100.0 |
Investment Portfolio Summary
As at 30 June 2014
Ordinary Shares |
C Ordinary Shares |
|
||||||
|
|
|
|
|
|
|
|
% of equity |
|
Valuation |
Cost |
% of total |
Valuation |
Cost |
% of total |
% of equity |
held by other |
Investment |
£'000 |
£'000 |
assets |
£'000 |
£'000 |
assets |
held |
clients¹ |
Unlisted |
|
|
|
|
|
|
|
|
Torridon (Gibraltar) Limited (formerly Torridon Capital Limited) |
1,853 |
682 |
6.7 |
- |
- |
- |
3.7 |
36.3 |
Maven Co-invest Exodus Limited Partnership and Tosca Penta Exodus Mezzanine Limited Partnership (invested in Six Degrees Group)² |
1,827 |
895 |
6.6 |
- |
- |
- |
4.0 |
8.5 |
Ensco 969 Limited (trading as DPP) |
1,217 |
1,217 |
4.3 |
- |
- |
- |
4.6 |
29.9 |
Glacier Energy Services Group Limited |
1,141 |
957 |
4.1 |
- |
- |
- |
3.7 |
23.9 |
HCS Control Systems Group Limited (previously Burray Capital Limited) |
836 |
836 |
3.0 |
- |
- |
- |
7.8 |
32.5 |
Intercede (Scotland) 1 Limited (trading as EFC) |
792 |
338 |
2.8 |
- |
- |
- |
2.9 |
25.6 |
CatTech International Limited |
792 |
498 |
2.8 |
- |
- |
- |
4.8 |
25.3 |
Nenplas Holdings Limited |
727 |
488 |
2.6 |
- |
- |
- |
4.0 |
28.5 |
Manor Retailing Limited |
600 |
600 |
2.1 |
125 |
125 |
4.3 |
11.7 |
38.1 |
Richfield Engineering Services Limited |
600 |
600 |
2.1 |
125 |
125 |
4.3 |
11.7 |
38.1 |
Search Commerce Limited |
600 |
600 |
2.1 |
125 |
125 |
4.3 |
11.7 |
38.1 |
Lambert Contracts Holdings Limited |
664 |
664 |
2.4 |
59 |
59 |
2.0 |
12.3 |
52.4 |
Lemac No. 1 Limited (trading as John McGavigan) |
701 |
698 |
2.5 |
- |
- |
- |
9.1 |
27.7 |
Venmar Limited (trading as XPD8 Solutions) |
651 |
651 |
2.3 |
- |
- |
- |
6.0 |
29.0 |
R&M Engineering Group Limited |
648 |
648 |
2.3 |
- |
- |
- |
8.7 |
61.9 |
SPS (EU) Limited |
517 |
517 |
1.8 |
129 |
129 |
4.4 |
6.5 |
36.0 |
Camwatch Limited |
632 |
998 |
2.3 |
- |
- |
- |
4.6 |
38.3 |
Lab M Holdings Limited |
- |
- |
- |
600 |
404 |
20.4 |
17.6 |
- |
Vodat Communications Group Limited |
592 |
592 |
2.1 |
- |
- |
- |
6.9 |
34.9 |
Steminic Limited (trading as MSIS) |
554 |
322 |
2.0 |
- |
- |
- |
4.3 |
31.5 |
TC Communications Holdings Limited |
554 |
777 |
2.0 |
- |
- |
- |
8.1 |
21.9 |
JT Holdings (UK) Limited (trading as Just Trays) |
448 |
448 |
1.6 |
75 |
75 |
2.6 |
5.7 |
24.3 |
D Mack Limited |
445 |
445 |
1.6 |
57 |
57 |
1.9 |
4.9 |
25.1 |
Flexlife Group Limited |
482 |
482 |
1.7 |
- |
- |
- |
1.9 |
12.7 |
RMEC Group Limited |
398 |
398 |
1.4 |
65 |
65 |
2.2 |
3.5 |
54.7 |
ISN Solutions Group Limited |
348 |
348 |
1.2 |
55 |
55 |
1.9 |
4.6 |
50.4 |
LCL Hose Limited (trading as Dantec Hose) |
398 |
398 |
1.4 |
- |
- |
- |
7.1 |
22.9 |
Westway Services Holdings (2010) Limited |
393 |
174 |
1.4 |
- |
- |
- |
3.3 |
18.7 |
Adler & Allan Holdings Limited |
391 |
280 |
1.4 |
- |
- |
- |
1.0 |
5.6 |
CHS Engineering Services Limited |
379 |
399 |
1.4 |
- |
- |
- |
4.2 |
19.1 |
Maven Capital (Claremont House) Limited |
284 |
284 |
1.0 |
71 |
71 |
2.4 |
11.9 |
88.1 |
Kelvinlea Limited |
302 |
302 |
1.1 |
- |
- |
- |
13.1 |
36.9 |
Space Student Living Limited |
294 |
236 |
1.1 |
- |
- |
- |
11.6 |
74.4 |
Attraction World Holdings Limited |
278 |
98 |
1.0 |
- |
- |
- |
6.2 |
32.2 |
Maven Capital (Llandudno) LLP |
243 |
243 |
0.9 |
- |
- |
- |
- |
- |
Lawrence Recycling and Waste Management Limited |
219 |
854 |
0.8 |
- |
- |
- |
8.4 |
53.6 |
Higher Nature Limited |
- |
- |
- |
200 |
600 |
6.7 |
11.2 |
- |
Martel Instruments Holdings Limited |
190 |
227 |
0.7 |
- |
- |
- |
4.2 |
40.0 |
Claven Holdings Limited |
150 |
88 |
0.5 |
- |
- |
- |
10.2 |
39.9 |
Maven Co-invest Endeavour Limited Partnership (invested in Global Risk Partners Limited)² |
102 |
102 |
0.4 |
- |
- |
- |
4.3 |
95.7 |
Other unlisted investments |
3 |
911 |
- |
- |
450 |
- |
|
|
Total unlisted investments |
22,245 |
20,295 |
79.5 |
1,686 |
2,340 |
57.4 |
|
|
|
|
|
|
|
|
|
|
|
Quoted |
|
|
|
|
|
|
|
|
Vectura Group PLC |
- |
- |
- |
169 |
115 |
5.7 |
- |
0.1 |
Plastics Capital PLC |
115 |
85 |
0.4 |
- |
- |
- |
0.4 |
1.7 |
Chime Communications PLC |
91 |
56 |
0.4 |
- |
- |
- |
- |
- |
Angle PLC |
- |
- |
- |
86 |
61 |
2.9 |
0.2 |
- |
OMG PLC |
- |
- |
- |
61 |
80 |
2.1 |
0.2 |
- |
Deltex Medical Group PLC |
- |
- |
- |
25 |
33 |
0.9 |
0.1 |
- |
esure Group PLC |
24 |
- |
0.1 |
- |
- |
- |
- |
- |
Work Group PLC |
12 |
151 |
- |
- |
- |
- |
0.7 |
2.5 |
Brookwell Limited |
10 |
21 |
- |
- |
- |
- |
- |
- |
Hasgrove PLC |
4 |
12 |
- |
- |
- |
- |
0.1 |
0.5 |
Other quoted investments |
6 |
372 |
- |
- |
- |
- |
|
|
Total quoted investments |
262 |
697 |
0.9 |
341 |
289 |
11.6 |
|
|
|
|
|
|
|
|
|
|
|
Listed fixed income |
|
|
|
|
|
|
|
|
Treasury Bill 15 September 2014 |
2,997 |
2,999 |
10.7 |
500 |
500 |
17.0 |
|
|
|
|
|
|
|
|
|
|
|
Total investments |
25,504 |
23,991 |
91.1 |
2,527 |
3,129 |
86.0 |
|
|
¹Other Clients of Maven Capital Partners UK LLP
²These investments are managed by Penta Capital LLP of which a Director of the Company, Steven Scott, is a partner.
Income Statement |
|
|
|
|
|
|
|
|
|
For the six months ended 30 June 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares (unaudited) |
C Ordinary Shares (unaudited) |
TOTAL |
||||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
Gains/(losses) on investments |
- |
275 |
275 |
- |
(657) |
(657) |
- |
(382) |
(382) |
Income from investments |
560 |
- |
560 |
31 |
- |
31 |
591 |
- |
591 |
Investment management fees |
(84) |
(335) |
(419) |
(9) |
(37) |
(46) |
(93) |
(372) |
(465) |
Other expenses |
(131) |
- |
(131) |
(20) |
- |
(20) |
(151) |
- |
(151) |
Net Return on ordinary activities before taxation |
345 |
(60) |
285 |
2 |
(694) |
(692) |
347 |
(754) |
(407) |
|
|
|
|
|
|
|
|
|
|
Tax on ordinary activities |
(33) |
33 |
- |
- |
- |
- |
(33) |
33 |
- |
Return attributable to equity shareholders |
312 |
(27) |
285 |
2 |
(694) |
(692) |
314 |
(721) |
(407) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share (pence) |
1.1 |
(0.1) |
1.0 |
- |
(17.9) |
(17.9) |
1.1 |
(18.0) |
(16.9) |
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 six months ended 30 June 2014 |
|
Ordinary Shares (unaudited) |
C Ordinary Shares (unaudited) |
Total |
|
£'000 |
£'000 |
£'000 |
Opening Shareholders' funds |
25,340 |
3,631 |
28,971 |
Net Return for year |
285 |
(692) |
(407) |
Net proceeds of share issue |
3,599 |
- |
3,599 |
Repurchase and cancellation of shares |
(469) |
- |
(469) |
Dividends paid - revenue |
(190) |
- |
(190) |
Dividends paid - capital |
(583) |
- |
(583) |
|
|
|
|
Closing Shareholders' funds |
27,982
|
2,939
|
30,921
|
The accompanying notes are an integral part of the financial statements.
Income Statement |
|
|
|
|
|
|
|
|
|
For the six months ended 30 June 2013 |
|
|
|
|
|
|
|
|
|
|
Ordinary Shares (unaudited) |
C Ordinary Shares (unaudited) |
TOTAL |
||||||
|
|
|
|
|
|
|
|
|
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
Gains/(losses) on investments |
- |
907 |
907 |
- |
(43) |
(43) |
- |
864 |
864 |
Income from investments |
389 |
- |
389 |
5 |
- |
5 |
394 |
- |
394 |
Investment management fees |
(78) |
(311) |
(389) |
(5) |
(19) |
(24) |
(83) |
(330) |
(413) |
Other expenses |
(132) |
- |
(132) |
(11) |
- |
(11) |
(143) |
- |
(143) |
Net Return on ordinary activities before taxation |
179 |
596 |
775 |
(11) |
(62) |
(73) |
168 |
534 |
702 |
|
|
|
|
|
|
|
|
|
|
Tax on ordinary activities |
(16) |
16 |
- |
- |
- |
- |
(16) |
16 |
- |
Return attributable to Equity shareholders |
163 |
612 |
775 |
(11) |
(62) |
(73) |
152 |
550 |
702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share (pence) |
0.9 |
3.5 |
4.4 |
(0.6) |
(3.2) |
(3.8) |
0.3 |
0.3 |
0.6 |
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.
|
Income Statement |
|
|
|
|
|
|
|
|
|
|
For the year ended 31 December 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares (audited) |
C Ordinary Shares (audited) |
TOTAL |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Gains/(losses) on investments |
- |
1,808 |
1,808 |
- |
(120) |
(120) |
- |
1,688 |
1,688 |
|
Income from investments |
1,041 |
- |
1,041 |
18 |
- |
18 |
1,059 |
- |
1,059 |
|
Investment management fees |
(188) |
(753) |
(941) |
(20) |
(84) |
(104) |
(208) |
(837) |
(1,045) |
|
Other expenses |
(358) |
- |
(358) |
(37) |
- |
(37) |
(395) |
- |
(395) |
|
Net return on ordinary activities before taxation |
495 |
1,055 |
1,550 |
(39) |
(204) |
(243) |
456 |
851 |
1,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax on ordinary activities |
(95) |
95 |
- |
- |
- |
- |
(95) |
95 |
- |
|
Return attributable to equity shareholders |
400 |
1,150 |
1,150 |
(39) |
(204) |
(243) |
361 |
946 |
1,307 |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share (pence) |
1.8 |
5.3 |
7.1 |
(1.0) |
(5.2) |
(6.2) |
0.8 |
0.1 |
0.9 |
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 31 December 2013 |
|
Ordinary Shares (audited) |
C Ordinary Shares (audited) |
S Ordinary Shares (audited) |
Total |
£'000 |
£'000 |
£'000 |
£'000 |
|
Opening Shareholders' funds |
8,990 |
- |
5,877 |
14,867 |
S Ordinary Share consolidation to Ordinary |
5,877 |
- |
(5,877) |
- |
Net Return for year |
1,550 |
(243) |
- |
1,307 |
Issue of new Ordinary Shares |
6,272 |
- |
- |
6,272 |
Issue of new C Ordinary Shares |
- |
3,969 |
- |
3,969 |
Net proceeds of share issue |
4,169 |
- |
- |
4,169 |
Merger Costs |
(29) |
- |
- |
(29) |
Repurchase and cancellation of shares |
(621) |
(95) |
- |
(716) |
Dividends paid - revenue |
(423) |
- |
- |
(423) |
Dividends paid - capital |
(445) |
- |
- |
(445) |
Closing Shareholders' funds
|
25,340 |
3,631 |
- |
28,971 |
The accompanying notes are an integral part of the financial statements.
Balance Sheet As At 30 June 2014 |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
30 June 2014 |
30 June 2013 |
31 December 2013 |
|||||||
|
|
|
|
(unaudited) |
(unaudited) |
(audited) |
|||||||
|
|
|
|
Ordinary |
C Ord |
|
Ordinary |
C Ord |
|
Ordinary |
C Ord |
|
|
|
|
|
|
Shares |
Shares |
Total |
Shares |
Shares |
Total |
Shares |
Shares |
Total |
|
|
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Fixed assets |
|
|
|
|
|
|
|
|
|
|
|||
Investments at fair value through profit or loss
|
25,504 |
2,527 |
28,031 |
24,378 |
3,697 |
28,075 |
24,185 |
3,133 |
27,318 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|||
Debtors |
|
|
551 |
195 |
746 |
420 |
9 |
429 |
467 |
214 |
681 |
||
Cash and overnight deposits |
2,043 |
238 |
2,281 |
1,035 |
98 |
1,133 |
963 |
291 |
1,254 |
||||
|
|
|
|
2,594 |
433 |
3,027 |
1,455 |
107 |
1,562 |
1,430 |
505 |
1,935 |
|
|
|
|
|
|
|
|
|
|
|
||||
Creditors: amounts falling due within one year |
(116) |
(21) |
(137) |
(266) |
(3) |
(269) |
(275) |
(7) |
(282) |
||||
Net current assets |
|
2,478 |
412 |
2,890 |
1,293 |
104 |
1,293 |
1,155 |
498 |
1,653 |
|||
Total net assets |
|
27,982 |
2,939 |
30,921 |
29,368 |
3,801 |
29,368 |
25,340 |
3,631 |
28,971 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
|
|
|
||||
Called up share capital |
2,887 |
386 |
3,273 |
2,621 |
386 |
3,007 |
2,569 |
386 |
2,955 |
||||
Share premium account |
13,577 |
3,572 |
17,149 |
10,381 |
3,572 |
13,953 |
10,350 |
3,572 |
13,922 |
||||
Capital reserve - realised |
(920) |
(296) |
(1,216) |
890 |
(114) |
776 |
(123) |
(281) |
(404) |
||||
Capital reserve - unrealised |
1,512 |
(602) |
910 |
36 |
(43) |
(7) |
1,325 |
77 |
1,402 |
||||
Distributable reserve |
|
10,122 |
(95) |
10,027 |
11,038 |
- |
11,038 |
10,591 |
(95) |
10,496 |
|||
Capital redemption reserve |
173 |
11 |
184 |
67 |
11 |
78 |
119 |
11 |
130 |
||||
Revenue reserve |
|
631 |
(37) |
594 |
534 |
(11) |
523 |
509 |
(39) |
470 |
|||
Net assets attributable to Ordinary Shareholders |
27,982 |
2,939 |
30,921 |
25,567 |
3,801 |
29,368 |
25,340 |
3,631 |
28,971 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per Ordinary Share (pence) |
96.9 |
76.1 |
|
97.6 |
98.4 |
|
98.6 |
94.0 |
|
||||
The Financial Statements were approved by the Board of Directors on 29 August 2014 and were signed on its behalf by:
I D Cormack
Chairman
The accompanying notes are an integral part of the financial statements.
Cash Flow Statement |
|
|
|
|
|
|
|
|
|
For the six months ended 30 June 2014 |
|
|
|
|
|
|
|
|
|
|
Six months to 30 June 2014 |
Six months to 30 June 2013 |
Year to 31 December 2013 |
||||||
|
(unaudited) |
(unaudited) |
(audited) |
||||||
|
Ordinary |
C Ord |
|
Ordinary |
C Ord |
|
Ordinary |
C Ord |
|
|
Shares |
Shares |
Total |
Shares |
Shares |
Total |
Shares |
Shares |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Operating activities |
|
|
|
|
|
|
|
|
|
Investment income received |
493 |
31 |
524 |
338 |
(2) |
336 |
946 |
3 |
949 |
Deposit interest received |
2 |
- |
2 |
- |
- |
- |
2 |
- |
2 |
Investment management fees paid |
(564) |
(46) |
(610) |
(258) |
(24) |
(282) |
(744) |
(104) |
(848) |
Secretarial fees paid |
(40) |
(6) |
(46) |
(42) |
(4) |
(46) |
(80) |
(11) |
(91) |
Directors' fees paid |
(34) |
(5) |
(39) |
(36) |
(4) |
(40) |
(68) |
(10) |
(78) |
Other cash payments/receipts |
(90) |
24 |
(66) |
(3) |
(2) |
(5) |
(215) |
(208) |
(423) |
Net cash outflow from operating activities |
(233) |
(2) |
(235) |
(1) |
(36) |
(37) |
(161) |
(330) |
(491) |
|
|
|
|
|
|
|
|
|
|
Taxation |
|
|
|
|
|
|
|
|
|
Corporation Tax |
- |
- |
- |
- |
- |
- |
(4) |
- |
(4) |
|
|
|
|
|
|
|
|
|
|
Financial investment |
|
|
|
|
|
|
|
|
|
Purchase of investments |
(8,224) |
(970) |
(9,194) |
(17,852) |
(3,740) |
(21,592) |
(22,367) |
(1,407) |
(23,774) |
Sale of investments |
7,180 |
919 |
8,099 |
7,631 |
- |
7,631 |
17,797 |
1,459 |
19,256 |
Net cash (outflow)/inflow from financial investment |
(1,044) |
(51) |
(1,095) |
(10,221) |
(3,740) |
(13,961) |
(4,570) |
52 |
(4,518) |
|
|
|
|
|
|
|
|
|
|
Equity dividends paid |
(773) |
- |
(773) |
(344) |
- |
(344) |
(868) |
- |
(868) |
Net cash outflow before financing |
(2,050) |
(53) |
(2,103) |
(10,566) |
(3,776) |
(14,342) |
(5,603) |
(278) |
(5,881) |
|
|
|
|
|
|
|
|
|
|
Financing |
|
|
|
|
|
|
|
|
|
Issue of Ordinary Shares |
3,599 |
- |
3,599 |
10,443 |
3,969 |
14,412 |
4,169 |
- |
4,169 |
Net cash balance acquired from merger |
- |
- |
- |
- |
- |
- |
1,686 |
664 |
2,350 |
Repurchase of Ordinary Shares |
(469) |
- |
(469) |
(174) |
(95) |
(269) |
(621) |
(95) |
(716) |
|
|
|
|
|
|
|
|
|
|
Net cash inflow from financing |
3,130 |
- |
3,130 |
10,269 |
3,874 |
14,143 |
5,234 |
569 |
5,803 |
Increase/(decrease) in cash |
1,080 |
(53) |
1,027 |
(297) |
98 |
(199) |
(369) |
291 |
(78) |
The accompanying notes are an integral part of the financial statements.
Notes to the Financial Statements For the Six Months Ended 30 June 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
Accounting Policies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial information for the six months ended 30 June 2014 and the six months ended 30 June 2013 comprises non-statutory accounts within the meaning of section 435 of the Companies Act 2006. The financial information contained in this report has been prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended 31 December 2013, which have been filed at Companies House and which contained an Auditors' Report which was not qualified and did not contain a statement under s498(2) or s498(3) of the Companies Act 2006.
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2. |
Movement in reserves |
|
|
|
|
|
|
|
|
Share |
Capital |
Capital |
|
Capital |
|
|
|
premium |
reserves |
reserves |
Distributable |
redemption |
Revenue |
|
|
account |
realised |
unrealised |
reserve |
reserve |
reserve |
|
ORDINARY SHARES |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
At 1 January 2014 |
10,350 |
(123) |
1,325 |
10,591 |
119 |
509 |
|
Gains on sales of investments |
- |
88 |
- |
- |
- |
- |
|
Net increase in value of investments |
- |
- |
187 |
- |
- |
- |
|
Investment management fees |
- |
(335) |
- |
- |
- |
- |
|
Dividends paid |
- |
(583) |
- |
- |
- |
(190) |
|
Tax effect of capital items |
- |
33 |
- |
- |
- |
- |
|
Share Issue - 2014 |
3,227 |
- |
- |
- |
- |
- |
|
Repurchase and cancellation of shares |
- |
- |
- |
(469) |
54 |
- |
|
Net return on ordinary activities after taxation |
- |
- |
- |
- |
- |
312 |
|
At 30 June 2014 |
13,577 |
(920) |
1,512 |
10,122 |
173 |
631 |
|
|
|
|
|
|
|
|
|
Movement in reserves |
|
|
|
|
|
|
|
|
Share |
Capital |
Capital |
|
Capital |
|
|
|
premium |
reserves |
reserves |
Distributable |
redemption |
Revenue |
|
|
account |
realised |
unrealised |
reserve |
reserve |
reserve |
|
C ORDINARY SHARES |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
At 1 January 2014 |
3,572 |
(281) |
77 |
(95) |
11 |
(39) |
|
Gains on sales of investments |
- |
22 |
- |
- |
- |
- |
|
Net decrease in value of investments |
- |
- |
(679) |
- |
- |
- |
|
Investment management fees |
- |
(37) |
- |
- |
- |
- |
|
Dividends paid |
- |
- |
- |
- |
- |
- |
|
Tax effect of capital terms |
- |
- |
- |
- |
- |
- |
|
Repurchase and cancellation of shares |
- |
- |
- |
- |
- |
- |
|
Net return on ordinary activities after taxation |
- |
- |
- |
- |
- |
2 |
|
At 30 June 2014 |
3,572 |
(296) |
(602) |
(95) |
11 |
(37) |
|
|
|
|
|
|
|
|
|
Total Reserves |
17,149 |
(1,216) |
910 |
10,027 |
184 |
594 |
|
|
|
|
|
|
|
|
3. |
Return per ordinary share |
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
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|
ORDINARY SHARES |
|
|
|
|
30 June 2014 |
|
|
The returns per share have been based on the following figures: |
|
|
|
|
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|
Weighted average number of Ordinary shares |
|
|
|
|
|
28,098,205 |
|
|
|
|
|
|
|
|
|
Revenue Return |
|
|
|
|
|
£312,000 |
|
Capital Return |
|
|
|
|
|
(£27,000) |
|
Total Return |
|
|
|
|
|
£285,000 |
|
|
|
|
|
|
|
|
|
C ORDINARY SHARES |
|
|
|
|
|
|
|
The returns per share have been based on the following figures: |
|
|
|
|
||
|
Weighted average number of C Ordinary shares |
|
|
|
|
|
3,863,876 |
|
|
|
|
|
|
|
|
|
Revenue Return |
|
|
|
|
|
£2,000 |
|
Capital Return |
|
|
|
|
|
(£694,000) |
|
Total Return |
|
|
|
|
|
(£692,000) |
|
|
|
|
|
|
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Other information
Copies of this announcement will be available to the public at the registered office of the Company, Kintyre House, 205 West George Street, Glasgow G2 2LW, on the Company's website at www.mavencp.com/migvct4, and at the National Storage Mechanism.
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 included in or forms part of this announcement.
By Order of the Board
Maven Capital Partners UK LLP, Secretary
29 August 2014
ENDS