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MavIncGroVCT4 (MAV4)

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Tuesday 30 April, 2013

MavIncGroVCT4

Annual Financial Report

RNS Number : 6607D
Maven Income & Growth VCT 4 PLC
30 April 2013
 

Maven Income and Growth VCT 4 PLC

Annual Financial Report for the year ended 31 December 2012

Chairman's Statement

On behalf of your Board I am pleased to report on a year of strong progress, with a number of portfolio company holdings being sold at a healthy profit during the reporting period. I am also pleased to welcome more than 2,500 new shareholders who have joined us from Ortus VCT and around 300 who have bought shares in the current offer for subscription.

 

As a consequence of these successful disposals there has been an increase in NAV total return on both the Ordinary and S Share Pool, and an increase in dividends for shareholders. During the year the later vintage S Share Pool continued to mature and moved closer to a similar asset constituency as the Ordinary Pool, providing sufficient income and capital gains to enable the Board to move towards greater equality in the dividends paid to both classes of shareholders prior to the merger.

 

In October 2012 your Board announced that it had entered discussions on a potential merger with the board of Ortus VCT PLC. Following shareholder approval the Ordinary and S share class consolidation and merger, details of which were contained in the shareholder circular and prospectus, both dated 1 March 2013, have now been successfully completed. Details of the transaction are contained in note 19 of the Financial Statements on page 61. The merger enabled your Company to acquire valuable 'old money' which can be invested under more favourable VCT regulations, and is further expected to deliver cost savings and administrative efficiency. As a result of the merger and recent Ordinary Share Offer the fund net assets have grown significantly and now exceed £28 million.

 

In the year under review there has been a wide range of independent industry recognition of the success of your Manager's investment approach and ability to deliver consistent levels of shareholder returns. Maven was announced as the winner in the UK Small Buyout House of the Year category for the ACQ Finance Magazine Global Awards 2012 and was also named as winner of VCT Exit of the Year at the 2012 unquote" British Private Equity Awards as well as being a finalist in the VCT House of the Year category. These awards acknowledge innovation and excellence in the private equity and venture capital sectors.

 

Highlights

• Total return on Ordinary shares of 122.75p per share (2011: 118.5p) at 31 December 2012, up 3.6% over the year and 29.2% since launch.

• Net asset value (NAV) of Ordinary shares at the year end of 98.2p per share (2011: 98.2p).

• Total return on S shares of 123.20p per share (2011: 112.65p) at 31 December 2012, up 9.4% over the year and 29.7% since launch.

• NAV of S shares at the year end of 111.6p per share (2011:104.1p).

• Six substantial new investments added to the portfolio during the year.

• Four significant exits from ATR Holdings, TPL (Midlands), Nessco Group Holdings and Oliver Kay Holdings for a total return of 2.4x, 2.0x, 2.7x and 2.4x cost respectively.

• Second interim dividends declared of 2.75p per Ordinary share (2011 final: 2.5p) and 1.75p per S share (2011 final: 1.3p).

• A total of 4.5p declared per Ordinary share and 3.5p per S share in respect of the year (2011: 4.0p and 2.8p respectively).

 

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

 

Dividends

The Company paid second interim dividends of 2.75p per Ordinary share and 1.75p per S Ordinary share on 22 March 2013 to shareholders on the register on 8 March 2013. Including the interim dividends paid in September 2012, the tax-free yield for the year is 7.5% on the net cost of investment to Ordinary shareholders and 5.0% to S shareholders taking into account the initial tax relief available at time of investment.

 

Since the Company's launch, and after receipt of the second interim dividend, Ordinary shareholders and S shareholders will have received 27.3p and 13.35p respectively in tax-free dividends.

 

Principal risks and uncertainties

The Board has reviewed the principal risks and uncertainties facing the Company, which are set out on page 28 and are the risks involved in investment in small and unquoted companies. In order to reduce the exposure to investment risk the Company has invested in a broadly-based portfolio of mature companies in the United Kingdom.

 

The VCT qualifying status of the Company is reviewed regularly by your Board and monitored on a continuous basis by the Manager in order to ensure that all of the criteria for VCT qualifying status are met. The Board can confirm that all tests were met throughout the year.

 

Investment Strategy

The Manager's investment strategy is to build a large and diversified portfolio of income producing, later-stage private companies across a range of sectors and industries. The principal domicile of these companies will generally be in the UK, although many have an export dimension or overseas operations.

 

The Board and the Manager have previously concluded that the potential returns available from AIM and ISDX quoted investments are too uncertain, with very limited liquidity in many stocks and poor dividend yield in comparison with private equity investments. The Manager has therefore continued to selectively realise the quoted portfolio for value over the past 12 months, and redeploy the proceeds into investments in established, income-producing private companies.

 

Shareholder value is created through a combination of generating revenue from loan stock holdings and capital proceeds arising from profitable realisations. To achieve this goal, new transactions are typically structured with 70% to 90% in secured, yielding loan stock, in companies where an equity stake can also be acquired at a reasonable entry price, and where the Manager perceives an opportunity to arbitrage a capital profit when the business achieves greater scale and maturity.

 

The revised Listing Rules require your Board to ensure that this and subsequent reports carry additional information on investment policy, in particular statements concerning asset mix, the spread of risk and maximum exposures. This information is contained in the Directors' Report and in the tabular analyses of the portfolio.

 

Valuation Process

Investments held by Maven Income and Growth VCT 4 PLC in unquoted companies are valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Investments quoted or traded on a recognised stock exchange, including AIM, are valued at their bid prices.

 

Portfolio Developments

During the year your Company participated in six substantial new private company transactions, as well as eight follow-on investments supporting the development of existing portfolio companies. Most of the existing private equity assets are trading acceptably or ahead of plan. As the private company portfolio has matured there has been significant interest from trade and private equity buyers and four profitable exits were achieved during the year generating capital proceeds of £2.3 million.

 

The investment in ATR Holdings was sold to NBGI Private Equity at an overall return of 2.4 times the cost of investment. On 1 June 2012 the holding in TPL (Midlands) was sold to German trade buyer Vossloh Kiepe. On 5 July Nessco Group Holdings was sold to RigNet, a NASDAQ quoted US Telecoms business, generating a 2.7 times return on cost of investment and finally on 12 November 2012 Oliver Kay Holdings was sold to Bidfresh Limited, part of the international trading and distribution group Bidvest. This sale completed for a 2.4 times return on cost.

 

There has also been recent acquisition interest in several portfolio companies and the Manager is currently working on the potential sale of a number of holdings, although there is no certainty that these discussions will result in successful exits. In line with the strategy of reducing the Company's exposure to AIM, a number of further disposals were made during the period and the portfolio is now almost exclusively invested in private companies, with AIM securities representing only 3.6% and 1.2% of the asset base for the Ordinary Pool and S Pool respectively (2011: Ordinary Pool 4.2%, S Pool 1.5%). The proceeds of those disposals are then available for investment in the further growth of the private equity portfolio. Your Company continues to co-invest in each transaction with other Maven client funds, which allows the Manager to invest in a greater range and size of transaction on behalf of VCT clients than would otherwise be the case.

 

Constitution of the Board

Following the merger with Ortus VCT on 3 April 2013, we welcomed Mr David Potter to the Board as a director. Mr Potter is the former chairman of Ortus VCT and I am confident that he will bring to bear his considerable experience in the service of shareholders.

 

Co-Investment Scheme of the Manager

The co-investment scheme, which allows executive members of the Manager to invest alongside the Company, continued in operation during the year. The scheme operates through a nominee company which invests alongside the Company in each and every transaction made by the Company, including any follow-on investments. The scheme more closely aligns the interests of the executives and the Company's shareholders while providing an incentive to enable the Manager to retain the existing skills and capacity of the investment team in a competitive market.

 

Share Buy-back Policy

Shareholders have given the Board authority to buy back shares for cancellation when it is in the interests of the shareholders and the Company as a whole and 26,000 shares were bought back during the year at a cost of £24,700. Details of the parameters within which the Company may carry out share buy-backs are given in the Directors' Report on page 31.

 

VCT Regulation

The Board was pleased to note the approval by the European Commission of proposed increases to the size of companies which can receive VCT funding, and of the amount which can be invested in a qualifying business. This was welcome news for investors and reaffirms the attraction of generalist VCTs as a tax-efficient route to investment in high growth smaller companies.

 

The AIC has worked closely with the FSA on Consultation Paper 12-19 (Restrictions on the retail distribution of unregulated collective investment schemes and close substitutes) and its applicability to venture capital trusts. VCTs are listed investment companies, each overseen by an independent board, regulated by the UKLA's Listing Rules and governed by the Companies Acts. The Board has supported the AIC in calling on the FSA to exclude VCTs from the proposals in the same way that investment trusts have been and the FSA (now replaced by the FCA) has recently announced that it will reconsider its recommendations.

 

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

 

VCT Offers and fund raising

A top-up Offer allowing subscription for new shares opened in December 2011 in parallel with similar Offers by Maven Income and Growth VCT, Maven Income and Growth VCT 2 and Maven Income and Growth VCT 3, resulting in the issue of 770,817 new Ordinary shares and 429,437 S Ordinary shares, and raising an additional £1,248,417 of share capital. The Offer was fully subscribed by 29 February 2012 and consequently closed early.

 

In view of the timing of the share class consolidation and merger process the decision was taken not to make an offer in parallel with the other Maven VCTs in January 2013. However, the Maven VCT Offers closed early due to over-subscription and the Board decided to take the opportunity to include an offer for subscription in the merger documentation. As a result 3,643,812 new Ordinary shares were allotted on 5 April, raising an additional £3,560,000 of share capital. The Offer remains open until 30 April 2013 and the Board may, at its discretion, extend the period of the Offer to the end of June if appropriate.

 

The Future

The past year has been a significant period of development, and following successful conclusion of the merger and Offer your Company is well positioned with improved liquidity to further build its portfolio. Against a backdrop of scarcity of capital, the Manager has demonstrated a sustained ability to source and invest in a varied range of attractive private companies which meet VCT criteria and manage these holdings through to profitable exit. The Board believes that continuation of the selective, later-stage investment strategy pursued by the Manager, together with the benefits and efficiencies expected following the merger, will deliver attractive returns to shareholders in the years ahead.

 

 

Investment Manager's Review

 

Overview

Your Company's portfolio has benefitted from significant diversification in recent years, with a specific focus on building an asset base of established and high-yielding UK private companies. In the year under review the success of this approach has led to improvments in NAV Total Return and shareholder dividends being achieved.

 

As the portfolio has expanded and matured, our core strategy of investing selectively at conservative entry multiples in profitable, later-stage businesses only, has been vindicated as a number of these holdings have attracted trade or private equity interest during the year, leading to a value event where your Company has realised its investment at a profit.

 

Three portfolio companies have exited to trade buyers from across the globe, including from the US, South Africa and Germany. One further holding was sold under a secondary transaction to a private equity buyer.

 

The current scarcity of bank finance means that Maven's investment team, operating from six key regional centres throughout the UK, continue to be introduced to a steady flow of good quality private companies as these businesses look for alternative sources of funding.

 

During the period several significant new assets were added to the portfolio with Maven completing the management buy-outs of Vodat and CatTech respectively in March 2012. Both businesses are performing in line with expectations and are well placed to become very valuable investments for your Company. In December 2012 mezzanine finance was provided to Grangeford, and during the year three new companies were established to invest in businesses operating in the food services and oil and gas sectors. We have also supported a number of existing portfolio companies by financing growth or helping to fund complementary and value accretive acquisitions.

 

We believe there are continuing positive medium term prospects for potential deal flow in our target private equity market, as well resourced generalist VCT managers continue to be introduced to high quality later-stage private companies seeking capital to expand. Maven has been introduced to almost 500 new private company transactions around the UK in the past 12 months, mainly by a network of long-established contacts across the corporate finance and business community.

 

The UK economy continues to be challenging, but we remain committed to our strategy of investing in a diverse income-producing portfolio of later-stage and lower risk private companies in the firm belief this will deliver the optimum shareholder returns.

 

Investment Activity

During the year the Maven team completed six substantial new private equity investments on behalf of your Company, alongside eight follow-on investments in existing portfolio companies. At the year end the portfolio stood at 49 unlisted and AIM investments at a total cost of £11.5 million.

 

Maven Income and Growth VCT 4 has co-invested in some or all of the above transactions with Maven Income and Growth VCT, Maven Income and Growth VCT 2, Maven Income and Growth VCT 3, Maven Income and Growth VCT 5, Talisman First Venture Capital Trust and Ortus VCT. The Company is expected to continue to co-invest with all other Maven client VCTs, which offers the advantage that, in aggregate, they are able to underwrite a wider range and larger size of transaction than would be the case on a stand-alone basis.

 

Portfolio Developments

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

 

• CatTech International, a leading provider of industrial services to oil refineries and petrochemical plants across several major international markets. The business operates in a sector with significant barriers to entry, and is well positioned for future growth given its excellent reputation and established market presence;

 

• Vodat Communications Group, a provider of payment and communications solutions to high street businesses, which enable retailers to reduce costs, boost store productivity and increase sales in an increasingly competitive trading environment. The company has an established and diverse customer base, has consistently improved profitability in recent years and enjoys high levels of recurring revenue from a number of long-term service and support  contracts;

 

• Trojan Capital, a new company established to make acquisitions in the energy services sector, recognising Maven's expertise in this market. One target oil and gas company was identified during the year but the transaction aborted during the final stages of the legal contract negotiations. Trojan continues to actively seek acquisition opportunities in the sector;

 

• Airth Capital, a new company set up to invest in a food services business, a sector where Maven is active and sees a large

number of opportunities;

 

• Burray Capital, a new company established to invest in the oil and gas sector. A target manufacturing business has been identified and discussions are at an early stage; and

 

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

 

Follow-on investments in existing portfolio companies during the period included:

 

• John McGavigan, a manufacturer and supplier of decorative assemblies and interior parts to global automotive manufacturers, with a significant share of the Western European market. The strategy continues to be to invest on a phased basis to establish a low cost manufacturing operation in China, alongside the more mature trading operations based in the UK;

 

• Glacier Energy Services Group, an oil and gas service group with two specialist trading subsidiaries, Roberts Pipeline Machining and Wellclad. Roberts designs and manufactures on-site portable cutting machines for oil and gas clients. Wellclad provides services to the European offshore and sub-sea equipment market. Glacier is focused on growth within its core UK market and the follow on investment funded the acquisition of a complementary machining business in the North East of England;

 

• Venmar, the holding company for energy services business XPD8 Solutions, providers of asset maintenance solutions to a blue chip client base of oil and gas operators;

 

• Tosca Penta Exodus, trading as Six Degrees, which was established by Penta Capital to implement a buy-and-build strategy in the business telecommunications service sector based on the converging of mobile, fixed-line, broadband, internet and IT technology businesses. Penta is an established private equity firm with which Maven previously co-invested in the successful 2010 management buy-out of esure. The follow-on investment was provided as mezzanine loan to fund two additional acquisitions; and

 

• Camwatch, a provider of CCTV installation and remote security monitoring services to a variety of businesses with a particular focus on the utilities construction and high net worth residential markets.

 

Since 31 December 2012 four follow-on investments have been completed in existing portfolio companies and two new private company assets were added to the portfolio:

 

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

 

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

 

In a number of cases the Manager is currently engaged with 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 ultimately lead to profitable sales.

 

There were four notable private company exits during the period:

 

In March 2012 Maven completed the sale of ATR Group for £19.25m via a secondary buy-out funded by the private equity manager NBGI, realising a total return of 2.4 times the initial cost. ATR provides rental services for specialist plant, equipment and consumables, along with a comprehensive range of support services, to offshore and onshore energy services maintenance contractors operating in highly regulated environments.

 

In June 2012 the holding in Transys Projects Limited (TPL) was sold to German engineering group, Vossloh Kiepe, with a 2.0 times return on investment cost for your Company and then in July the realisation of Nessco to RigNet Inc, a NASDAQ quoted US telecoms business, resulted in a 2.7 times return on the cost of investment.

 

In early November 2012 the disposal of Oliver Kay Holdings to Bidfresh Limited, part of the international trading and distribution group Bidvest, completed for a 2.4 times return on investment cost.

 

Realisations during the reporting period were as follows:




Ordinary Shares

S Ordinary Shares


Date first invested

Complete/ partial exit

Cost of shares disposed of

Sales proceeds

Realised gain/(loss)

Cost of shares disposed of

Sales proceeds

Realised gain/(loss)




£'000

£'000

£'000

£'000

£'000

£'000

Unlisted









ATR Holdings Limited

2007

Complete

62

130

68

35

73

38

Attraction World Holdings Limited

2010

Partial

32

32

               -

24

24

               -

Beckford Capital Limited

2010

Complete

160

160

               -

160

160

               -

Blackford Capital Limited

2010

Complete

75

75

               -

200

200

               -

Corinthian Foods Limited

2010

Complete

250

250

               -

               -

               -

               -

Cyclotech Limited

2007

Complete

               -

34

34

               -

13

13

Dalglen (1150) Limited (trading as Walker Technical Resources)

2009

Complete

               -

2

2

1

1

               -

Moriond Limited

2011

Partial

94

94

               -

70

70

               -

Nessco Group Holdings Limited

2008

Complete

187

425

238

298

680

382

Oliver Kay Holdings Limited

2007

Complete

205

347

142

               -

               -

               -

Space Student Living Limited

2011

Partial

34

34

               -

28

28

               -

Staffa Capital Limited

2010

Complete

               -

               -

               -

200

200

               -

Tosca Penta Investments Limited Partnership

2010

Partial

14

14

               -

14

14

               -

TPL (Midlands) Limited (formerly Transys Holdings Limited)

2007

Complete

259

413

154

155

248

93

Total unlisted disposals



1,372

2,010

638

1,185

1,711

526










AIM









Brookwell Limited

2011

Partial

3

2

(1)

               -

               -

               -

DM PLC

2007

Complete

83

11

(72)

42

               6

(36)

Hambledon Mining PLC

2006

Complete

83

17

(66)

               -

               -

               -

Kennedy Ventures PLC

2006

Complete

               -

               -

               -

47

               -

(47)

Spectrum Interactive PLC

2005

Complete

98

82

(16)

               -

               -

               -

Total AIM disposals



267

112

(155)

89

6

(83)










Listed fixed income









Treasury 4.5% 7 March 2013

2012

Complete

491

490

(1)

               -

               -

               -

Treasury 5.25% 7 June 2012

2011

Complete

586

586

               -

244

244

               -

Treasury Bill 24 December 2012

2012

Complete

1,247

1,249

2

1,099

1,100

1

Total listed fixed income disposals



2,324

2,325

1

1,343

1,344

1










Total disposals



3,963

4,447

484

2,617

3,061

444

 

 

One unlisted investment and one AIM company were struck off the Register during the year resulting in realised losses of £264,000 (cost £264,000) for the Ordinary Share Pool. This had no effect on the NAV as a full provision had been made in earlier years.

 

Subsequent to the year end, Maven led the successful partial exit from Homelux Nenplas Limited via the sale of the Homelux Division to US firm QEP Company Inc. The disposal of Homelux was completed alongside a secondary buyout of Nenplas by Maven and the existing management team. The remaining business, Nenplas Holdings Limited, will focus on continuing to deliver innovative extruded plastic products and solutions and is expected to grow significantly over the next few years through strong organic opportunities and by making new acquisitions.

 

In March 2013 esure undertook a successful IPO, and a full realisation at a modest uplift from the carrying value is anticipated although an element of this will be subject to the normal price fluctuations associated with fully listed holdings.

 

In respect of AIM holdings the Manager has continued its policy of disposing of quoted holdings for best possible value in cases where the investments were underperforming. These disposals incurred realised losses of £155,000 for the Ordinary shares and £83,000 for the S Ordinary shares (cost £267,000 and £89,000 respectively) during the period. This had no effect on the NAV as a full provision had been made in earlier periods.

 

Outlook

The year covered by this report was a very satisfactory year for exits, all of which were concluded after many months of intensive negotiations. The challenge now is to replace these assets and expand the portfolio to continue the upward trend in shareholder returns consistently achieved in recent  years.

 

Competition among providers of alternative capital for attractively priced investment transactions has intensified. As one of the best resourced private equity teams in the UK, Maven are well placed to invest selectively on prudent entry multiples in later-stage private companies which are capable of paying regular income and offer significant potential for capital growth. We believe the continuation of this strategy is the optimum approach to create shareholder value and to support a progressive dividend programme.

 

Maven Capital Partners UK LLP

Manager

 

 



 

INCOME STATEMENT











For the year ended 31 December 2012



































Ordinary Shares

 S Ordinary Shares

TOTAL














Revenue

Capital

Total

Revenue

Capital

Total

Revenue

Capital

Total


Notes

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Gains on investments

8

             -

         410

         410

             -

         461

461

             -

         871

        871

Income from investments

2

         460

 -

         460

         318

 -

318

         778

 -

        778

Investment management fees

3

         (61)

        (241)

       (302)

         (21)

         (87)

(108)

         (82)

(328)

(410)

Other expenses

4

        (160)

             -

       (160)

         (99)

             -

(99)

        (259)

             -

       (259)

Net Return on ordinary activities before taxation


         239

         169

         408

         198

         374

        572

         437

         543

        980












Tax on ordinary activities

5

         (50)

           50

             -

         (21)

           17

          (4)

         (71)

           67

          (4)

Return attributable to Equity Shareholders


         189

         219

         408

         177

         391

        568

         366

         610

976























Earnings per share (pence)


2.1

          2.4

         4.5

          3.4

          7.5

       10.9

          5.5

          9.9

       15.4

 

 

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 2012














Ordinary Shares


S Ordinary Shares



TOTAL




£'000


£'000



£'000












Opening Shareholders' funds




      8,231



     5,058



    13,289

Net return for year




         408



        568



        976

Net proceeds of share issue




         740



        436



     1,176

Repurchase and cancellation of shares




             -



         (25)



         (25)

Dividends paid - revenue




       (124)



       (108)



       (232)

Dividends paid - capital




       (265)



         (52)



       (317)

Closing Shareholders' funds




      8,990



     5,877



    14,867

 

INCOME STATEMENT











For the year ended 31 December 2011











 



Ordinary Shares

 S Ordinary Shares

TOTAL













Revenue

Capital

Revenue

Capital

Total

Revenue

Capital

Total


Notes

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Gains on investments

8

             -

         546

             -

         350

350

             -

         896

        896

Income from investments

2

         393

 -

         240

 -

240

         633

 -

        633

Other income

2

             1

 -

             -

 -

            -

             1

 -

            1

Investment management fees

3

         (53)

        (212)

         (15)

         (62)

(77)

         (68)

(274)

(342)

Other expenses

4

        (176)

             -

       (176)

        (102)

             -

(102)

        (278)

             -

       (278)

Net Return on ordinary activities before taxation


         165

         334

         123

         288

        411

         288

         622

        910











Tax on ordinary activities

5

         (32)

           32

         (12)

           12

            -

         (44)

           44

            -

Return attributable to Equity Shareholders


         133

         366

         499

         111

         300

        411

         244

         666

910





















Earnings per share (pence)


1.5

          4.3

         5.8

          2.3

          6.1

         8.4

          3.8

        10.4

       14.2

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 of the Company.







RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS









For the year ended 31 December 2011














Ordinary Shares


S Ordinary Shares



TOTAL




£'000


£'000



£'000












Opening Shareholders' funds




      7,964



     4,801



    12,765

Net return for year




         499



        411



        910

Net proceeds of share issue




         377



            -



        377

Repurchase and cancellation of shares




       (261)



         (55)



       (316)

Dividends paid - revenue




         (43)



         (25)



         (68)

Dividends paid - capital




       (305)



         (74)



       (379)

Closing Shareholders' funds




      8,231



     5,058



    13,289

 

 

 

BALANCE SHEET








 

As at 31 December 2012








 




 31 December 2012



 31 December 2011


 









 



Ordinary

 S Ordinary


Ordinary

 S Ordinary


 



Shares

 Shares

 Total

Shares

 Shares

 Total

 


 Notes

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 

Fixed assets








 

Investments at fair value through profit or loss

8

             8,027

             5,223

           13,250

             7,697

             4,603

           12,300

 









 

Current assets








 

Debtors

10

                234

                131

                365

                233

                125

                358

 

Cash and overnight deposits


                785

                547

             1,332

                399

                356

                755

 



             1,019

                678

             1,697

                632

                481

             1,113

 

Creditors:








 

Amounts falling due within one year

11

                (56)

                (24)

                (80)

                (98)

                (26)

               (124)

 

Net current assets


                963

                654

             1,617

                534

                455

                989

 

Total net assets


             8,990

             5,877

           14,867

             8,231

             5,058

           13,289

 









 









 

Capital and reserves








 

Called up share capital

12

                916

                526

             1,442

                839

                486

             1,325

 

Share premium  account

13

                663

                393

             1,056

                    -

                    -

                    -

 

Capital reserve - realised

13

                375

                322

                697

                611

                    -

                611

 

Capital reserve - unrealised

13

               (511)

                311

               (200)

               (701)

                294

               (407)

 

Distributable reserve

13

             7,168

             4,124

           11,292

             7,168

             4,149

           11,317

 

Capital redemption reserve

13

                  37

                  11

                  48

                  37

                    8

                  45

 

Revenue reserve

13

                342

                190

                532

                277

                121

                398

 

Net assets attributable to Ordinary Shareholders


             8,990

             5,877

           14,867

             8,231

             5,058

           13,289

 









 

Net asset value per ordinary share (pence)

14

               98.2

             111.6


               98.2

             104.1


 

The Financial Statements of Maven Income and Growth VCT 4 PLC,  registered number SC272568, were approved by the Board of Directors


 

and were signed on its behalf by:








 









 

Ian D Cormack, Director








 

 

The accompanying Notes are an integral part of the Financial Statements.








 

 

CASH FLOW STATEMENT








 

For the year ended 31 December 2012








 



Year ended 31 December 2012

Year ended 31 December 2011

 









 



Ordinary

S Ordinary


Ordinary

S Ordinary


 



Shares

Shares

Total

Shares

Shares

Total

 


 Notes

£'000

£'000

£'000

£'000

£'000

£'000

 

Operating activities








 

Investment income received


                472

                316

                788

                328

                193

                521

 

Deposit interest received


                    -

                    -

                    -

                    1

                    -

                    1

 

Investment management fees paid


               (345)

               (114)

               (459)

               (200)

                 (71)

               (271)

 

Secretarial fees paid


                 (56)

                 (35)

                 (91)

                 (66)

                 (41)

               (107)

 

Directors expenses paid


                 (41)

                 (25)

                 (66)

                 (41)

                 (25)

                 (66)

 

Other cash payments


                 (62)

                 (38)

               (100)

                 (85)

                 (48)

               (133)

 

Net cash (outflow)/inflow from operating activities

15

                 (32)

                104

                  72

                 (63)

                    8

                 (55)

 









 

Taxation








 

Corporation tax


                    -

                    -

                    -

                    -

                    -

                    -

 









 

Financial investment








 

Purchase of investments


            (4,380)

            (3,225)

            (7,605)

            (2,284)

            (1,250)

            (3,534)

 

Sale of investments


             4,447

             3,061

             7,508

             2,088

                999

             3,087

 

Net cash inflow/(outflow) from financial investment


                  67

               (164)

                 (97)

               (196)

               (251)

               (447)

 









 

Equity dividends paid


               (389)

               (160)

               (549)

               (348)

                 (99)

               (447)

 









 

Net cash outflow before financing


               (354)

               (220)

               (574)

               (607)

               (342)

               (949)

 









 

Financing








 

Issue of Ordinary Shares


                740

                436

             1,176

                377

                    -

                377

 

Repurchase of Ordinary Shares


                    -

                 (25)

                 (25)

               (261)

                 (55)

               (316)

 









 

Net cash inflow/(outflow) from financing


                740

                411

             1,151

                116

                 (55)

                  61

 

Increase/(decrease) in cash

16

                386

                191

                577

               (491)

               (397)

               (888)

 









 

MAVEN INCOME AND GROWTH VCT 4 PLC






Notes to the Financial Statements







For the year ending 31 December 2012


















  1

Accounting Policies - UK Generally Accepted Accounting Practice















 (a)

Basis of preparation









The Financial Statements have been prepared under the historical cost convention modified to include the



revaluation of investments and in accordance with the Statement of Recommended Practice




'Financial Statements of Investment Trust Companies' and Venture Capital Trusts (the SORP) issued in January 2009.


The disclosures on Going Concern on page 29 of the Directors' Report form part of these financial statements.


 (b)

Income











Dividends receivable on equity shares and unit trusts are treated as revenue for the period on an ex-dividend



basis.   Where no ex-dividend date is available dividends receivable on or before the year end are treated



as revenue for the period. Provision is made for any dividends not expected to be received.  The fixed returns



on debt securities and non-equity shares are recognised on a time apportionment basis so as to reflect the



effective interest rate on the debt securities and shares.  Provision is made for any income not expected to be



received.  Interest receivable from cash and short term deposits and interest payable are accrued to the end of



the year.





















 (c)

Expenses










All expenses are accounted for on an accruals basis and charged to the income statement.  Expenses are



charged through the revenue account except as follows:

















- expenses which are incidental to the acquisition and disposal of an investment are charged to capital.














- expenses are charged to realised capital reserves where a connection with the maintenance or enhancement of


the value of the investments can be demonstrated.  In this respect the investment management fee has been



allocated 20% to revenue and 80% to realised capital reserves to reflect the Company's investment policy and



prospective income and capital growth.



















- share issue costs are charged to the share premium account: and
















- expenses are allocated between the original pool or the S share pool depending on the nature of the expense.













 (d)

Taxation











Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the



balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or



right to pay less tax in the future have occurred at the balance sheet date.  This is subject to deferred tax assets



only being recognised if it is considered more likely than not that there will be suitable profits from which the future


reversal of the underlying timing differences can be deducted.  Timing differences are differences arising between


the Company's taxable profits and its results as stated in the Financial Statements which are capable of reversal in


one or more subsequent periods. 



















Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods



in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively



enacted at the balance sheet date. 



















The tax effect of different items of income/gain and expenditure/loss is allocated between capital reserves and



revenue account on the same basis as the particular item to which it relates using the Company's effective rate



of tax for the period.




















UK Corporation tax is provided at amounts expected to be paid/recovered using the tax rates and laws that have



been enacted or substantively enacted at the balance sheet date.




 (e)

Investments





















In valuing unlisted investments the Directors follow the criteria set out below. These procedures comply with the



revised International Private Equity and Venture Capital Valuation Guidelines for the valuation of private equity



and venture capital investments. Investments are recognised at their trade date and are designated by the



Directors as fair value through profit or loss.  At subsequent reporting dates, investments are valued at fair value, which


represent the Directors' view of the amount for which an asset could be exchanged between knowledgeable willing


parties in an arm's length transaction. This does not assume that the underlying business is saleable at the reporting


date or that its current shareholders have an intention to sell their holding in the near future.















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


or expires.






















1. For Investments completed within the 12 months prior to the reporting date and those at an early stage in their



development, fair value is determined using the Price of Recent Investment Method, except that adjustments are



made when there has been a material change in the trading circumstances of the company or a substantial movement in


the relevant sector of the stock market.



















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




transaction or a quoted price.



















3. Mature companies are valued by applying a multiple to their fully taxed prospective earnings to 




determine the enterprise value of the company.


















3.1

To obtain a valuation of the total ordinary share capital held by management and





the institutional investors, the value of third party debt, institutional loan stock, debentures and




preference share capital is deducted from the enterprise value. The effect of any performance




related mechanisms is taken into account when determining the value of the ordinary share




capital.




















3.2

Preference shares, debentures and loan stock are valued using the Price of Recent Investment Method.



When a redemption premium has accrued, this will only be valued if there is a reasonable prospect of it being paid.



Preference shares which carry a right to convert into ordinary share capital are valued at the higher of the Price of



Recent Investment Method basis and the price/earnings basis, both described above.















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













 5. In the absence of evidence of a deterioration, or strong defensible evidence of an increase in value, the fair value


 is determined to be that reported at the previous balance sheet date.
















 6. All unlisted investments are valued individually by the Portfolio Management Team of Maven Capital Partners UK LLP.


 The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company.














 7. In accordance with normal market practice, investments listed on the Alternative Investment Market or



 a recognised stock exchange are valued at their bid market price.





 

 

 

 

 

 










 (f)

Fair Value Measurement









Fair value is defined as the price that the Company would receive upon selling an investment in a timely transaction


to an independent buyer in the principal or the most advantageous market of the investment.  A three-tier hierarchy


has been established to maximise the use of observable market data and minimise the use of unobservable inputs


and to establish classification of fair value meansurements for disclosure purposes.  Inputs refer broadly to the



assumptions that market participants would use in pricing the asset or liability, including assumptions about risk,



for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing


model and/or the risk inherent in the inputs to the valuation technique.  Inputs may be observable or unobservable.


Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or



liability developed based on market data obtained from sources independent of the reporting entity. 




Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions



market participants would use in pricing the asset or liability developed based on best information available in



the circumstances.




















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
















 -

Level 1 - quoted prices in active markets for identical investments.





 -

Level 2 - other significant observable inputs (included quoted prices for similar investments, interest rates,



credit risk etc).









 -

Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair



value of investments).


















 (g)

 Gains and losses on investments








 When the company sells or revalues its investments during the year, any gains or losses arising are credited/



 charged to the Income Statement.


















 


 Year ended

 Year ended


31 December 2012

31 December 2011









 Ordinary

 S Ordinary


 Ordinary

 S Ordinary



 Shares

 Shares

 Total

 Shares

 Shares

 Total


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 

 

 

2 Income







Income from investments:







UK franked investment income

                 9

                 2

             11

                 6

                 1

               7

UK unfranked investment income

             451

             316

           767

             387

             239

           626


             460

             318

           778

             393

             240

           633

Other Income:







Deposit interest

                  -

                  -

                -

                 1

                  -

               1

Total income

             460

             318

           778

             394

             240

           634








Total income comprises:







Dividends

                 9

                 2

             11

                 6

                 1

               7

Interest

             451

             316

           767

             388

             239

           627


             460

             318

           778

             394

             240

           634

 



 Year ended


 



31 December 2012













Ordinary Shares

S Ordinary Shares

TOTAL


 Revenue

Capital

 Total

 Revenue

Capital

 Total

 Revenue

Capital

 Total

3  Investment management fees

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

Investment management fees

               35

             138

           173

               21

               87

           108

             56

           225

            281

Performance fees

               26

             103

           129

                  -

                  -

                -

             26

           103

            129


               61

             241

           302

               21

               87

           108

             82

           328

            410

 



 Year ended


 



31 December 2011













Ordinary Shares

S Ordinary Shares

TOTAL


 Revenue

Capital

 Total

 Revenue

Capital

 Total

 Revenue

Capital

 Total


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

Investment management fees

               26

             103

           129

               15

               62

             77

             41

           165

            206

Performance fees

               27

             109

           136

                  -

                  -

                -

             27

           109

            136


               53

             212

           265

               15

               62

             77

             68

           274

            342











Details of the fee basis are contained in the Director's Report on page 30.






 

 


Year ended


31 December 2012












Ordinary Shares

S Ordinary Shares

TOTAL


 Revenue

Capital

 Total

 Revenue

Capital

 Total

 Revenue

Capital

 Total


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

4 Other expenses










Secretarial fees

               56

                  -

             56

               35

                  -

             35

             91

                -

              91

Directors' remuneration

               41

                  -

             41

               25

                  -

             25

             66

                -

              66

Fees to Auditor - audit services

               10

                  -

             10

                 6

                  -

               6

             16

                -

              16

Fees to Auditor - tax services

                 4

                  -

               4

                 2

                  -

               2

               6

                -

                6

Miscellaneous expenses

               49

                  -

             49

               31

                  -

             31

             80

                -

              80


             160

                  -

           160

               99

                  -

             99

           259

                -

            259











 


Year ended


31 December 2011












Ordinary Shares

S Ordinary Shares

TOTAL


 Revenue

Capital

 Total

 Revenue

Capital

 Total

 Revenue

Capital

 Total


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000











Secretarial fees

               54

                  -

             54

               33

                  -

             33

             87

                -

              87

Directors' remuneration

               41

                  -

             41

               25

                  -

             25

             66

                -

              66

Fees to Auditor - audit services

               10

                  -

             10

                 6

                  -

               6

             16

                -

              16

Fees to Auditor - tax services

                 3

                  -

               3

                 1

                  -

               1

               4

                -

                4

Miscellaneous expenses

                           68

                  -

             68

               37

                  -

             37

           105

                -

            105


             176

                  -

           176

             102

                  -

           102

           278

                -

            278

 


Year ending 31 December 2012












 Ordinary

 Ordinary

 Ordinary

 S Ordinary

 S Ordinary

 S Ordinary

 Total


 Shares

 Shares

 Shares

 Shares

 Shares

 Shares





 Revenue

Capital

 Total

 Revenue

Capital

 Total

 Revenue

Capital

 Total


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

5 Tax on ordinary activities










Corporation tax  

                (50)

                50

                       -

                (21)

                  17

                  (4)

             (71)

              67

               (4)






















Year ending 31 December 2011












 Ordinary

 Ordinary

 Ordinary

 S Ordinary

 S Ordinary

 S Ordinary

 Total


 Shares

 Shares

 Shares

 Shares

 Shares

 Shares





 Revenue

Capital

 Total

 Revenue

Capital

 Total

 Revenue

Capital

 Total


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000











Corporation tax  

                (32)

                32

                       -

                (12)

                  12

                    -

             (44)

              44

                 -





















The tax assessed for the period is lower than the standard rate of corporation tax of 24% (2011: 26%).  The differences are explained below:










Year ending 31 December 2012












 Ordinary

 Ordinary

 Ordinary

 S Ordinary

 S Ordinary

 S Ordinary

 Total


 Shares

 Shares

 Shares

 Shares

 Shares

 Shares





 Revenue

 Capital

 Total

 Revenue

 Capital

 Total

 Revenue

Capital

 Total


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000











Return on ordinary activities before tax  

               239

              169

                  408

                198

                374

                572

            437

            543

            980











Revenue return on ordinary activities

                 57

                41

                    98

                  47

                  90

                137

            104

            131

            235

multiplied by standard rate of corporation tax



















Non taxable UK dividend income

                  (2)

                   -

                     (2)

                    -

                    -

                    -

               (2)

                 -

               (2)

Gains on investments

                    -

               (98)

                   (98)

                    -

              (111)

              (111)

                 -

           (209)

           (209)

Utilisation of taxable losses

                    -

                   -

                       -

                (22)

                    -

                (22)

             (22)

                 -

             (22)

Smaller Companies relief

                  (5)

                  7

                      2

                  (4)

                    4

                    -

               (9)

              11

                2


                 50

               (50)

 -

                  21

                (17)

                    4

              71

             (67)

                4











 Losses with a tax value of £Nil (2011: £29,742) are available to carry forward against future trading profits.  These have not been recognised as a deferred tax asset as

 recoverability is not sufficiently certain.





















Year ending 31 December 2011












 Ordinary

 Ordinary

 Ordinary

 S Ordinary

 S Ordinary

 S Ordinary

 Total


 Shares

 Shares

 Shares

 Shares

 Shares

 Shares





 Revenue

 Capital

 Total

 Revenue

 Capital

 Total

 Revenue

Capital

 Total


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000











Return on ordinary activities before tax  

               165

              334

                  499

                123

                288

                411

            288

            622

            910











Revenue return on ordinary activities

                 43

                87

                  130

                  32

                  75

                107

              75

            162

            237

multiplied by standard rate of corporation tax



















Non taxable UK dividend income

                  (2)

                   -

                     (2)

                    -

                    -

                    -

               (2)

                 -

               (2)

Gains on investments

                    -

             (142)

                 (142)

                    -

                (91)

                (91)

                 -

           (233)

           (233)

Utilisation of taxable losses

                    -

                   -

                       -

                (16)

                    -

                (16)

             (16)

                 -

             (16)

Smaller Companies relief

                  (9)

                23

                    14

                  (4)

                    4

                    -

             (13)

              27

              14


                 32

               (32)

 -

                  12

                (12)

 -

              44

             (44)

 -











 

 

 

 

 

6 Dividends

 Year ended

 Year ended


31 December 2012

31 December 2011









Ordinary

S Ordinary


Ordinary

S Ordinary



 Shares

Shares

 Total

 Shares

Shares

 Total









 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

Revenue dividends














Final revenue dividend for the year ended







31 December 2011 of 0.6p (2010: Nil) paid on 30 May 2012

                    55

                   -

                    55

                    -

                    -

                    -








Final revenue dividend for the year ended







31 December 2011 of 1.3p (2010: Nil) paid on 30 May 2012

                       -

                69

                    69

                    -

                    -

                    -








Interim revenue dividend for the year ended







31 December 2012 of 0.75p (2011: 0.5p) paid on 28 September 2012

                    69

                39

                  108

                  43

                  25

                  68









                  124

              108

                  232

                  68

Capital dividends














Final capital dividend for the year ended







31 December 2011 of 1.9p (2010: 2.5p) paid on 30 May 2012

                  174

                   -

                  174

                219

                    -

                219








Final capital dividend for the year ended







31 December 2011 of Nil (2010: 0.5p)

                       -

                   -

                       -

                    -

                  25

                  25








Interim capital dividend for the year ended







31 December 2012 of 1.0p (2011: 1.0p) paid on 28 September 2012

                    91

                52

                  143

                  86

                  49

                135









                  265

                52

                  317

                379

 

 

 

 

 

 







Revenue dividends







We set out below the total dividends proposed in respect of the financial year, which is the






basis on which the requirements of Section 274 of the Income Tax Act 2007 are considered.













Revenue available for distribution by way of dividends for the year

                  189

              177

                  366

                133

                111

                244








2nd Interim revenue dividend proposed for the year ended 31 December

                    69

                   -

                    69

                    -

                    -

                    -

2012 of 0.75p (2011: Nil) payable on 22 March 2013














Final revenue dividend proposed for the year ended 31 December 2012

                       -

                   -

                       -

                  51

                    -

                  51

of Nil (2011: 0.6p)














2nd Interim revenue dividend proposed for the year ended 31 December

 -

                92

                    92

 -

                    -

                    -

2012 of 1.75p (2011: Nil) payable on 22 March 2013














Final revenue dividend proposed for the year ended 31 December 2012

                       -

                   -

                       -

                    -

                  64

                  64

of Nil (2011: 1.3p)















                    69

                92

                  161

                115








Capital dividends







2nd interim capital dividend proposed for the year ended 31 December

                  183

                   -

                  183

                    -

                    -

                    -

2012 of 2.0p (2011: Nil) payable on 22 March 2013














Final capital dividend proposed for the year ended 31 December 2012

                       -

                   -

                       -

                162

                    -

                162

of Nil (2011: 1.9p)














2nd interim capital dividend proposed for the year ended 31 December

                       -

                   -

                       -

                    -

                    -

                    -

2012 of Nil (2011: Nil)














Final capital dividend proposed for the year ended 31 December 2012

                       -

                   -

                       -

                    -

                    -

                    -

of Nil (2011: Nil)















                  183

                   -

                  183

                162
















Year ended

Year ended


31 December 2012

31 December 2011

7 Return per ordinary share







The returns per share have been based on the following

Ordinary

S Ordinary


Ordinary

S Ordinary


figures:

 Shares

Shares

 Total

 Shares

Shares

 Total








Weighted average number of ordinary shares

        8,999,464

    5,184,732

14,184,196

8,541,693

      4,917,310

13,459,003








Revenue return

£189,000

£177,000

£366,000

£133,000

£111,000

£244,000

Capital return

£219,000

£391,000

£610,000

£366,000

£300,000

£666,000

Total Return

£408,000

£568,000

£976,000

£910,000

 

8 Investments















 Year ended 31 December 2012















Ordinary Shares

S Ordinary Shares

Total















Listed

AIM

Unlisted/AIM


Listed

AIM

Unlisted/AIM


Listed

AIM

Unlisted/

AIM



(quoted

(quoted

(unobservable


(quoted

(quoted

(unobservable


(quoted

(quoted

(unobservable



prices)

prices)

inputs)

Total

prices)

prices)

inputs)

Total

prices)

prices)

inputs)

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Movements during the year:













Valuation at 1 January 2012

                 597

               346

                6,754

       7,697

          248

                75

                4,280

        4,603

          845

              421

              11,034

        12,300

Unrealised loss/(gain)

                     1

               962

                  (262)

          701

              1

              112

                  (407)

          (294)

              2

           1,074

                  (669)

             407

Cost at 1 January 2012

                 598

            1,308

                6,492

       8,398

          249

              187

                3,873

        4,309

          847

           1,495

              10,365

        12,707














Purchases

              2,738

                   -

                1,642

       4,380

       2,098

                   -

                1,127

        3,225

       4,836

                   -

                2,769

          7,605

Sales proceeds

             (2,325)

             (112)

(2,010)

      (4,447)

      (1,344)

                 (6)

               (1,711)

       (3,061)

      (3,669)

             (118)

               (3,721)

         (7,508)

Realised gains

                     1

             (242)

                   461

          220

              1

               (83)

                   526

           444

              2

             (325)

                   987

             664

Amortisation of book cost

                  (13)

                   -

                        -

           (13)

             (5)

                   -

                        -

              (5)

           (18)

                   -

                        -

              (18)

Cost at 31 December 2012

                 999

               954

                6,585

       8,538

          999

                98

                3,815

        4,912

       1,998

           1,052

              10,400

        13,450

Unrealised (loss)/gain

                      -

             (633)

                   122

         (511)

               -

               (26)

                   337

           311

               -

             (659)

                   459

            (200)

Valuation at 31 December 2012

                 999

               321

                6,707

       8,027

          999

                72

                4,152

        5,223

       1,998

              393

              10,859

        13,250














Note 1(f) defines the three tier hierarchy of investments, and the significance of the information used to determine their fair value, that is required by Financial Reporting Standard 29




"Financial Instruments: Disclosures".















 Year ended 31 December 2011















Ordinary Shares

S Ordinary Shares

Total















Listed

AIM

Unlisted/AIM


Listed

AIM

Unlisted/AIM


Listed

AIM

Unlisted/AIM



(quoted

(quoted

(unobservable


(quoted

(quoted

(unobservable


(quoted

(quoted

(unobservable



prices)

prices)

inputs)

Total

prices)

prices)

inputs)

Total

prices)

prices)

inputs)

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000














Valuation at 1 January 2011

                      -

               710

                6,246

       6,956

               -

              162

                3,840

        4,002

               -

              872

              10,086

        10,958

Unrealised loss/(gain)

                      -

            1,087

                   149

       1,236

               -

              274

                  (236)

             38

               -

           1,361

                    (87)

          1,274

Cost at 1 January 2011

                      -

            1,797

                6,395

       8,192

               -

              436

                3,604

        4,040

               -

           2,233

                9,999

        12,232














Purchases

                 600

                 71

                1,613

       2,284

          250

                29

                   971

        1,250

          850

              100

                2,584

          3,534

Sales proceeds

                      -

             (387)

(1,700)

      (2,087)

               -

             (158)

                  (840)

          (998)

               -

             (545)

               (2,540)

(3,085)

Realised gains

                      -

             (173)

184

            11

               -

             (120)

                   138

             18

               -

             (293)

                   322

29

Amortisation of book cost

                    (2)

                   -

                        -

             (2)

             (1)

                   -

                        -

              (1)

             (3)

                   -

                        -

(3)

Cost at 31 December 2011

                 598

            1,308

                6,492

       8,398

          249

              187

                3,873

        4,309

          847

           1,495

              10,365

        12,707

Unrealised (loss)/gain

                    (1)

             (962)

                   262

         (701)

             (1)

             (112)

                   407

           294

             (2)

          (1,074)

                   669

            (407)

Valuation at 31 December 2011

                 597

               346

                6,754

       7,697

          248

                75

                4,280

        4,603

          845

              421

              11,034

        12,300




























31 December 2012

31 December 2011





















Ordinary

S Ordinary


Ordinary

S Ordinary









Shares

Shares

Total

Shares

Shares

Total






The portfolio valuation


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000






Held at market valuation:













Listed fixed income


999

999

1,998

597

248

845






AIM quoted equities


321

72

393

346

75

421






AIM unobservable equities


 -

                        -

               -

 -

                   -

                        -








1,320

1,071

2,391

943

323

1,266



















Unlisted at Directors' valuation:













Unquoted unobservable equities


2,628

1,605

4,233

2,403

1,615

4,018






Unquoted unobservable fixed income


4,079

2,547

6,626

4,351

2,665

7,016








6,707

4,152

10,859

6,754

4,280

11,034
































Total


8,027

5,223

13,250

7,697

4,603

12,300
































Realised gains on historical basis


220

444

664

11

18

29






Net movement in unrealised appreciation

190

17

207

535

332

867






Gains on investments


410

461

871

546

350

896



















 

9 Participating and significant interests









 

The principal activity of the Company is to select and hold a portfolio of investments in unlisted and AIM securities.  Although the Company



 

will, in some cases, be represented on the board of the investee company, it will not take a controlling interest or become involved in its



 

management.  The size and structure of the companies with unlisted and AIM securities may result in certain holdings in the portfolio



 

representing a participating interest without there being any partnership, joint venture or management consortium agreement.




 










 

At 31 December 2012, the Company held no shares amounting to 20% or more of the equity capital of any of the unlisted or AIM



 

undertakings.  The Company does hold shares or units amounting to more than 3% or more of the nominal value of the allotted shares



 

 

or units of any class in certain investee companies.









 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 









Details of equity percentages held are shown in the Investment Portfolio Summary






 










 










 


31 December 2012

31 December 2011



 










 


 Ordinary

 S Ordinary


 Ordinary

 S Ordinary




 


 Shares

Shares

 Total

 Shares

Shares

 Total



 










 

10 Debtors

£'000

£'000

£'000

£'000

£'000

£'000



 

Prepayments and accrued income

232

130

362

231

124

355



 

Other debtors

2

1

3

2

1

3



 


234

131

365

233

125

358



 










 










 

11 Creditors









 

Accruals

56

20

76

98

26

124



 

Corporation Tax

                     -

4

4

                 -

                    -

                    -



 


56

24

80

98

26

124



 










 










 


31 December 2012

31 December 2011

 


 Ordinary Shares

 S Ordinary Shares

 Ordinary Shares

 S Ordinary Shares

 

12 Share capital

Number

£'000

Number

£'000

Number

£'000

Number

£'000

 

At 31 December the authorised share capital comprised:








 

allotted, issued and fully paid:









 

Ordinary Shares of 10p each









 

Balance brought forward

      8,386,589

                839

   4,861,009

             486

     8,323,130

                832

      4,936,009

          494

 

Repurchased and cancelled in year

                     -

                     -

       (26,000)

               (3)

       (368,213)

                (36)

         (75,000)

             (8)

 


      8,386,589

                839

   4,835,009

             483

     7,954,917

                796

      4,861,009

          486

 

Issued during the year

         770,817

                  77

      429,437

               43

        431,672

                  43

                    -

               -

 


      9,157,406

                916

   5,264,446

             526

     8,386,589

                839

      4,861,009

          486

 










 

 

 

During the year no Ordinary Shares (2011: 368,213) of 10p each were repurchased by the Company at a cost of Nil (2011: £261,977) and cancelled.



 










 

 During the year 26,000 S Ordinary Shares (2011: 75,000) of 10p each were repurchased by the Company at a total cost of £25,015 (2011: £54,866) and



 

 cancelled.









 










 

 During the year the Company issued 770,817 Ordinary Shares (2011: 431,672) pursuant to the linked offer at a subscription price of 102.12p per share (2011: 91.7p).


 

 

 During the year the Company issued 429,437 S Ordinary Shares (2011: Nil) pursuant to the linked offer at a subscription price of 107.41p per share (2011: Nil).

 

 Following the year end, the Company issued a further 3,643,812 Ordinary Shares at 97.7p per share pursuant to a public offer for subscription.


 










 










 

 


 Share


 Capital 

 Capital 

 Capital





 premium

 Distributable

 reserve

 reserve

 redemption

 Revenue




 account

 reserve

 realised

 unrealised

 reserve

 reserve




 £'000

 £'000

 £'000

 £'000

 £'000

 £'000



13 Reserves









Ordinary Shares









At 1 January 2012

                     -

             7,168

               611

                 (701)

                  37

               277



Gains on sales of investments

                     -

                     -

               220

                       -

                     -

                    -



Net increase in value of investments

                     -

 -

                    -

                  190

                     -

                    -



Investment management fees

                     -

 -

              (241)

                       -

                     -

                    -



Dividends paid

                     -

 -

              (265)

                       -

                     -

              (124)



Tax effect of capital items

                     -

 -

                 50

                       -

                     -

                    -



Share Issue - 1 March 2012

                 421

                     -

                    -

                       -

                     -

                    -



Share Issue - 5 April 2012

                 192

                     -

                    -

                       -

                     -

                    -



Share Issue - 18 April 2012

                   50

                     -

                    -

                       -

                     -

                    -



Repurchase and cancellation of shares

                     -

                     -

                    -

                       -

                     -

                    -



Net return on ordinary activities after taxation

                     -

 -

                    -

                       -

                     -

               189



At 31 December 2012

                 663

             7,168

               375

                 (511)

                  37

               342



 

 

 

 

 

 

 

 

 

 

 

 


















S Ordinary Shares









At 1 January 2012

                     -

             4,149

                    -

                  294

                    8

               121



Gains on sales of investments

                     -

                     -

               444

                       -

                     -

                    -



Net increase in value of investments

                     -

 -

                    -

                    17

                     -

                    -



Investment management fees

                     -

 -

                (87)

                       -

                     -

                    -



Dividends paid

                     -

 -

                (52)

                       -

                     -

              (108)



Tax effect of capital items

                     -

 -

                 17

                       -

                     -

                    -



Share Issue - 1 March 2012

                 249

                     -

                    -

                       -

                     -

                    -



Share Issue - 5 April 2012

                 113

                     -

                    -

                       -

                     -

                    -



Share Issue - 18 April 2012

                   31

                     -

                    -

                       -

                     -

                    -



Repurchase and cancellation of shares

                     -

                 (25)

                    -

                       -

                    3

                    -



Net return on ordinary activities after taxation

                     -

 -

                    -

                       -

                     -

               177



At 31 December 2012

                 393

             4,124

               322

                  311

                  11

               190





















14 Net asset value per Ordinary Share









The net asset value per share and the net asset value attributable to the Ordinary Shares at the year end calculated in accordance with the Articles of


Association were as follows:



















31 December 2012

31 December 2011











Ordinary Shares

 S Ordinary Shares

Ordinary Shares

 S Ordinary Shares











 Net asset 

 Net asset

 Net asset 

 Net asset

 Net asset 

 Net asset

 Net asset 

 Net asset


 value per

 value

 value per

 value

 value per

 value

 value per

 value


 share

 attributable

 share

 attributable

 share

 attributable

 share

 attributable


 p

 £'000

 p

 £'000

 p

 £'000

 p

 £'000










Ordinary Shares

                98.2

             8,990

            111.6

               5,877

               98.2

            8,231

         104.1

            5,058










The number of issued shares used in the above calculation is set out in note 12.

 

 

 

 



























 Year ended

 Year ended






31 December 2012

31 December 2011






 Ordinary

 S Ordinary

 Ordinary

 S Ordinary






 Shares

 Shares

 Shares

 Shares




15 Reconciliation of revenue return before finance costs

 £'000

 £'000

 £'000

 £'000




and taxation to net cash (outflow)/inflow from operating activities







Net return before taxation


                408

               572

                  499

                411




Gains on investments


               (410)

              (461)

                 (546)

               (350)




Increase in accrued income & prepayments


                   (1)

                  (6)

                   (65)

                 (47)




(Decease)/increase in accruals


                 (42)

                  (6)

                    49

                   (6)




Amortisation of fixed income investment book cost


                  13

                   5

                      2

                    1




Tax on unfranked income


                     -

                    -

                     (2)

                   (1)




Net cash (outflow)/inflow from operating activities

                 (32)

               104

                   (63)

                    8























Ordinary Shares

S Ordinary Shares



16 Analysis of changes in net funds

At


At

At


At




1 January

Cash

31 December

1 January

Cash

31 December




2012

flows

2012

2012

flows

2012




£'000

£'000

£'000

£'000

£'000

£'000












Cash and overnight deposits

                 399

                386

785

                  356

                191

547













At


At

At


At




1 January

Cash

31 December

1 January

Cash

31 December




2011

flows

2011

2011

flows

2011




£'000

£'000

£'000

£'000

£'000

£'000












Cash and overnight deposits

                 890

               (491)

399

                  753

               (397)

356



 

 

 

 

 

 

 

 



















Year ended

Year ended






31 December 2012

31 December 2011






 Ordinary

 S Ordinary

 Ordinary

 S Ordinary






 Shares

 Shares

 Shares

 Shares





17. Capital commitments.contingencies and

 £'000

 £'000

 £'000

 £'000





financial guarantees


















Financial guarantees

                     -

                     -

               244

                  137














During the year, all guarantees were released


















 

18 Derivatives and other financial instruments






The Company's financial instruments comprise equity and fixed interest investments, cash balances and


debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases


awaiting settlement, and debtors for accrued income. The company holds financial assets in accordance


with its investment policy of investing mainly in a portfolio of VCT qualifying unquoted and AIM quoted securities.

The Company may not enter into derivative transactions in the form of forward foreign currency contracts,


futures and options without the written permission of the Directors.  No derivative transactions were entered 


into during the period.














The main risks the Company faces from its financial instruments are (i) market price risk, being the risk that


the value of investment holdings will fluctuate as a result of changes in market prices caused by factors other


than interest rates, (ii) interest rate risk, (iii) liquidity risk and (iv) credit risk.  In line with the Company's investment

objective, the portfolio comprises only sterling currency securities and therefore has no direct exposure to foreign

currency risk.














The Manager's policies for managing these risks are summarised below and have been applied throughout


the period.  The numerical disclosures below exclude short-term debtors and creditors which are included


in the Balance Sheet at fair value.







 

 

 

 

 

 







Market price risk

 







The Company's investment portfolio is exposed to market price fluctuations, which are monitored by the


manager in pursuance of the investment objective as set out on page 19.  Adherence to investment guidelines

and to investment and borrowing policies set out in the management agreement mitigates the risk of


excessive exposure to any particular type of security or issuer.  These powers and guidelines include the


requirement to invest in a minimum of 30 companies across a range of industrial and service sectors at varying

   

stages of development, to closely monitor the progress of these companies and to appoint a non executive


director to the board of each company. Further information on the investment portfolio (including sector 


concentration and deal type analysis) is set out in the Analysis of Unlisted and AIM Portfolio,



Investment Manager's Review, Summary of Investment Changes, Investment Portfolio Summary and Largest


Unlisted and AIM Investments.







 

 

Interest rate risk







The interest rate risk profile of financial assets at the balance sheet date was as follows:










Ordinary Shares







At 31 December 2012

Fixed


Floating


Non interest



Interest


rate


bearing



£'000


£'000


£'000


Sterling







Listed fixed income

                -


 -


999


Unlisted and AIM/ISDX

4,079


                -


2,949


Cash

                -


785


                   -



4,079


785


3,948









At 31 December 2011

Fixed


Floating


Non interest



Interest


rate


bearing



£'000


£'000


£'000


Sterling







Listed fixed income

597


 -


                   -


Unlisted and AIM/ISDX

4,351


                -


2,749


Cash

                -


399


                   -



4,948


399


2,749









The listed fixed interest assets have a weighted average life of Nil (2011: 0.4 years) and a weighted average


interest rate of Nil (2011: 5.2%).














The unlisted fixed interest assets have a weighted average life of 2.36 years (2011: 2.8 years) and a weighted


average interest rate of 9.75% (2011: 10.4%).  The non-interest bearing assets represents the equity


element of the portfolio.  All assets and liabilities of the fund are included in the balance sheet at fair value.









It is the Directors opinion that the carrying amounts of these financial assets represent the maximum credit risk


exposure at the balance sheet date.














The interest rate which determines the interest received on cash balances is the bank base rate.









S Ordinary Shares







At 31 December 2012

Fixed


Floating


Non interest



Interest


rate


bearing



£'000


£'000


£'000


Sterling







Listed Fixed Income

                -


                -


999


Unlisted and AIM/ISDX

2,547


                -


1,677


Cash

                -


547


                   -



2,547


547


2,676









At 31 December 2011

Fixed


Floating


Non interest



Interest


rate


bearing



£'000


£'000


£'000


Sterling







Listed Fixed Income

248


                -


                   -


Unlisted and AIM/ISDX

2,665


                -


1,690


Cash

                -


356


                   -



2,913


356


1,690









The listed fixed interest assets have a weighted average life of Nil (2011: 0.4 years) and a weighted average


interest rate of Nil (2011: 5.2%).







 

 

 

 







The unlisted fixed interest assets have a weighted average life of 2.65 years (2011: 3.2 years) and a weighted


average interest rate of 10.1% (2011: 10.4%).  The non-interest bearing assets represents the equity element of

the portfolio.  All assets and liabilities of the fund are included in the balance sheet at fair value.










It is the Directors opinion that the carrying amounts of these financial assets represent the maximum credit risk


exposure at the balance sheet date.














The interest rate which determines the interest received on cash balances is the bank base rate.


Maturity profile








The interest rate profile of the Company's financial assets at the Balance sheet date was as follows:










Ordinary Shares