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MavIncGroVCT4 (MAV4)

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Wednesday 30 March, 2016

MavIncGroVCT4

Annual Financial Report

RNS Number : 6118T
Maven Income & Growth VCT 4 PLC
30 March 2016
 

Maven Income and Growth VCT 4 PLC

 

Final results for the year ended 31 December 2015

 

Highlights for the year

 

·       NAV total return of 140.15p per share (2014: 131.25p) at the year end, up 6.8% over the year

 

·       NAV at period end of 101.0p per share (2014: 97.2p)

 

·       Four new private equity investments added to the portfolio

 

·       Exit from Westway Services Holdings, generating a total return multiple of 6.45 times cost

 

·       Realisation of Steminic for a total return of 3.3 times cost

 

·       Exit from Six Degrees Group, generating a total return multiple of 2.1 times cost

 

·       Disposal of XPD8 Solutions, delivering a 1.75 times total return on cost

 

·       Increased annual dividend of 5.25p per share (2014: 5.0p), including the proposed final dividend of 3.05p per share

 

Chairman's Statement

On behalf of your Board I am pleased to announce the results for the twelve months to 31 December 2015. During the period your Company has delivered further encouraging growth in Shareholder returns, with NAV total return increasing 6.8% year-on-year driven by a number of profitable realisations, increases in investment income and uplifts in the valuation of certain investments. In recognition of this successful outcome, your Board is proposing an increase in the annual dividend for a fifth consecutive year.

 

In the period under review your Company has achieved success against its primary objectives of delivering long term capital appreciation and sustainable income generation for Shareholders. During the year the Manager has continued to follow the proven strategy of investing in a diversified portfolio of attractive growth businesses, adding four new private equity investments to the portfolio whilst supporting a number of existing investee companies through follow-on funding. In addition, a number of profitable realisations have been achieved, most notably Westway Services Holdings which was sold in December 2015 delivering a 6.45 times return on cost over the life of the investment. The Company also completed full exits from the legacy holdings in Higher Nature and Lab M Holdings, both of which were sold at a premium to carrying value. This has enabled the Board to propose an increase in the final dividend to 3.05p per share, representing a 5.2% increase over the prior year.

 

The majority of investee companies are trading well, as can be seen from the detailed analysis of portfolio developments included in the Investment Manager's Review. Further progress has been achieved by Crawford Scientific, Just Trays, John McGavigan, Nenplas and SPS (EU), which has enabled the Board to increase the valuations of those investments. Others such as ISN Solutions Group, R&M Engineering Group, D Mack and CatTech International have had their valuations reduced in response to challenging trading or market conditions.

 

The Board is also pleased to note that Maven received industry recognition for its performance during the year when it was named Private Equity House of the Year at the 2015 M&A Awards, one of the leading events in the corporate finance calendar. This category recognises private equity managers that have displayed the keenest judgement and opportunism in completing acquisitions or exit transactions, including an acknowledgement of their contribution in increasing the value of investee businesses. Maven was also shortlisted at the 2015 unquote" British Private Equity Awards in the VCT House of the Year category, whilst the 3.8 times cost exit achieved by your Company from EFC Group in 2014 was nominated for VCT Exit of the Year.

 

Shareholders may be aware of the significant legislative changes which were introduced to the UK VCT scheme during the period. The July 2015 Budget announced a number of amendments designed to bring the UK into line with European Union (EU) State Aid rules for smaller company investment. The revised legislation imposes restrictions on the types of transactions and companies which VCTs are able to invest in, with strict limitations around acquisitions (specifically prohibiting the financing of management buy-outs), an age limit on investee companies, restrictions on providing follow-on funding to existing portfolio companies and a lifetime cap on the amount of funding a company can receive.

 

The Board has reviewed the new legislation and, following detailed discussions with the Manager, has concluded that Maven remains well placed to adapt to the new requirements. The Directors believe Maven's track record and experience in sourcing and executing similar transactions for non-VCT clients, for whom over 40 development capital transactions have been completed since 2011, provides the Manager with sufficient flexibility and resources to identify and complete transactions that qualify under the terms of the new legislation.

 

Dividends

The Board recommends that an increased final dividend of 3.05p per Ordinary Share, comprising 1.50p of revenue and 1.55p of capital, be paid on 6 May 2016 to Shareholders on the Register at 8 April 2016. This would bring total dividends for the year to 5.25p per share, an increase of 5.0% over the prior year, representing a yield of 6.1% based on the year end closing mid-market share price of 85.50p.

 

Since the Company's launch, and after receipt of the proposed final dividend, Shareholders will have received 42.20p per share in tax-free dividends. The effect of paying the proposed final dividend would be to reduce the NAV of the Company by the total cost of the distribution.

 

On 24 August 2015 the Board announced that, under the Terms and Conditions of the Company's Dividend Investment Scheme (DIS) which allow the Directors to suspend or terminate its operation without prior notice and revert to making monetary payments to all Participants, the Directors had resolved that, in light of the investment restrictions proposed in the Government's July 2015 Budget, the DIS was to be suspended with immediate effect to allow the Directors and the Manager to review the changes to the VCT legislation and to consider the potential impact of these on the Company's future investment strategy. As a result, until further notice, all future dividends will be paid to Shareholders by either cheque or direct bank transfer using existing mandate instructions.

 

Fund Raising

In October 2014, the Company announced that it planned to raise up to £2.0 million in an Offer for Subscription alongside offers by four other Maven VCTs. The Offer by your Company was fully subscribed by 7 January 2015 and, consequently, closed early. Relevant details regarding shares issued during the year under review in respect of the Offer can be found in Note 12 to the Financial Statements.

 

As the Company currently enjoys significant cash liquidity for new investment, the Board has elected not to raise further funds at present.

 

Share Buy-backs

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

 

It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, shares will be bought back at prices representing a discount of up to 15% to the prevailing NAV per share.

 



 

Management and Administration Fees

HM Revenue & Customs (HMRC) has confirmed that VAT is no longer payable on performance and secretarial fees. The Manager has sought the recovery of amounts paid previously and the total sum of £275,000 received during the year has been reflected in the Financial Statements.

 

Regulatory Developments

The July 2015 Budget received Royal Assent on 18 November 2015, bringing into statute a number of material changes to the legislation governing the UK VCT scheme, aligning it with EU State Aid rules for smaller company investments. The new rules impose specific restrictions on the types of companies and transactions which VCTs are able to pursue in order to retain qualifying status, including on a VCT's ability to finance management buy-outs and acquisitions, limitations on the ability to provide follow-on funding to existing portfolio companies, a lifetime cap on the amount of funding a company can receive and an age restriction for investee companies. In order to ensure ongoing compliance with the new rules, the Manager has engaged the services of investment advisers to assist in interpreting the revised legislation in relation to proposed new transactions.

 

Since the announcement of the new rules, the Manager has been actively involved in a consultation process through the industry representative body the Association of Investment Companies (AIC) which, supported by other leading VCT managers, has engaged with HM Treasury and HMRC on the practical application of the new rules. These discussions are ongoing and the Board will ensure Shareholders are kept up to date on further developments.

 

The 2014 UK Corporate Governance Code introduced a new requirement to include a viability statement regarding the Directors' assessment of the future prospects of the Company. The Board has fully considered the Company's current position, principal risks and future expectations, and the Directors' statement of viability can be found in the Annual Report.

 

With effect from 1 January 2016, new tax legislation under the OECD (Organisation for Economic Co-operation and Development) Common Reporting Standard for Automatic Exchange of Financial Account Information (Common Reporting Standard) is being introduced. The legislation will require investment trusts and VCTs to provide personal information to HMRC on certain investors who purchase shares in investment trusts and VCTs. As a result, the Company will have to provide information annually to the local tax authority on the tax residencies of a number of non-UK based certificated shareholders and corporate entities.

 

All new Shareholders, excluding those whose shares are held in CREST, entered onto the share register from 1 January 2016 will be sent a certification form for the purposes of collecting this information. For further information, please see HMRC's Quick Guide: Automatic Exchange of Information- information for account holders at https://www.gov.uk/government/publications/exchange-of-information-account-holders

 

Constitution of the Board

As intimated in the 2014 Annual Report, and having considered the issues of Board composition and an orderly succession with a view to reducing the number of independent Directors, Andrew Lapping and David Potter stood down at the AGM held on 29 April 2015 and did not seek re-election. I would like to take this opportunity to reiterate my gratitude to Andrew for the valued contribution that he has made to the Board since the inception of your Company and to David for his support since the merger with Ortus VCT PLC, with both carrying our best wishes for the future.

 



 

The Future

The Board acknowledges that the recent legislative changes impose specific restrictions on the types of companies and transactions which VCT managers are able to pursue, including the need to consider investing in earlier-stage businesses with development and growth capital requirements in order to meet the new qualifying criteria. Whilst this will adjust the composition of the portfolio, based on Maven's track record and demonstrable experience in sourcing and executing such transactions for non-VCT clients, the Board remains confident that the Manager can continue to identify attractive VCT qualifying investee companies to enable your Company to meet its investment objective and deliver growth in Shareholder returns.

 

 

Ian Cormack

Chairman

30 March 2016

 

 



 

Business Report

 

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

 

Investment Objective

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

 

Business Model and Investment Policy

Under an Investment Policy approved by the Directors, the Company intends to achieve its objective by:

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

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

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

 

Principal Risks and Uncertainties

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

 

Investment Risk

Many of the Company's investments are in small and medium sized unlisted and AIM/ ISDX quoted companies which, by their nature, entail a higher level of risk and lower liquidity than investments in large quoted companies. The Board aims to limit the risk attaching to the investment portfolio as a whole by ensuring a structured selection, monitoring and realisation process. The Board reviews the investment portfolio with the Manager on a regular basis.

 

The Company manages and minimises investment risk by:

·       diversifying across a large number of companies;

·       diversifying across a range of economic sectors;

·       actively and closely monitoring the progress of investee companies;

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

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

·       not investing in hostile public to private transactions; and

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

 

An explanation of certain risks and how they are managed is contained in Note 16 to the Financial Statements.

 

Financial and Liquidity Risk

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

 

Economic Risk

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

 

Credit Risk

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

 

Internal Control Risk

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

 

VCT Qualifying Status Risk

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

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

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

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

·       increased investment restrictions resulting from the Finance Act 2015.

 

Legislative and Regulatory Risk

In order to maintain its approval as a VCT, the Company is required to comply with current VCT legislation in the UK as well as the EU State Aid rules.

 

Changes in the future to UK legislation or the EU State Aid rules could have an adverse impact on Shareholder investment returns whilst maintaining the Company's VCT status. The Board and the Manager continue to make representations where appropriate, either directly or through relevant industry bodies such as the AIC or the British Venture Capital Association (BVCA).

 

The Company has retained Gowling WLG (UK) LLP as VCT Adviser to the Company.

 

Breaches of other regulations, including the Companies Act 2006, the FCA Listing Rules, the FCA Disclosure and Transparency Rules or the Alternative Investment Fund Managers Directive (AIFMD), could lead to a number of detrimental outcomes and reputational damage. The AIFMD was fully implemented with effect from 22 July 2014 and introduced a new authorisation and supervisory regime for all investment companies in the EU.

 

As referred to in the Chairman's Statement, the Company is also required to comply with new tax legislation under the Common Reporting Standards. The Company has appointed Capita Asset Services to act on its behalf to report annually to HMRC and ensure compliance with this new legislation

 

Statement of Compliance with Investment Policy

The Company is adhering to its stated investment policy and managing the risks arising from it. This can be seen in various tables and charts throughout this Annual Report, and from information provided in the Chairman's Statement and the Investment Manager's Review. A review of the Company's business, its position as at 31 December 2015 and its performance during the year then ended, is included in the Chairman's Statement, which also includes an overview of its strategy and business model.

 

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

 

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

 



 

Key Performance Indicators

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

 

·      NAV total return;

·      dividends growth;

·      investment income; and

·      operational expenses.

 

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

 

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

 

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.

 

Share Buy-backs

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

 

Employee, Environmental and Human Rights Policy

As a venture capital trust, the Company has no direct employee or environmental responsibilities, nor is it responsible for the emission of greenhouse gases. Its principal responsibility to Shareholders is to ensure that the investment portfolio is managed and invested properly. The Company has no employees and, accordingly, has no requirement to report separately on employment matters. The management of the portfolio is undertaken by the Manager through members of its portfolio management team. The Manager engages with the Company's underlying investee companies in relation to their corporate governance practices and in developing their policies on social, community and environmental matters and further information may be found in the Statement of Corporate Governance. In light of the nature of the Company's business, there are no relevant human rights issues and, therefore, the Company does not have a human rights policy.

 

Auditor

The Company's Auditor is required to report if there are any material inconsistencies between the content of the Strategic Report and the Financial Statements.

 

Future Strategy

The Board and Manager intend to maintain the policies set out above for the year ending 31 December 2016 as it is believed that these are in the best interests of Shareholders.

 

 

Ian Cormack

Chairman

30 March 2016

 



 

MAVEN INCOME AND GROWTH VCT 4 PLC

INCOME STATEMENT

For the year ended 31 December 2015

 


Year ended 31 December 2015

Year ended 31 December 2014









Revenue

Capital

Total

Revenue

Capital

Total


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

Gains on investments

             -

2,866

2,866

-

473

473

Income from investments

1,710

-

1,710

1,282

 -

1,282

Investment management fees

 (275)

 (1,097)

(1,372)

 (208)

 (831)

 (1,039)

Other expenses

 (200)

-

(200)

 (387)

-

 (387)

Net Return on ordinary activities before taxation

1,235

        1,769

        3,004

          687

         (358)

          329








Tax on ordinary activities

 (219)

219

-

 (132)

132

-

Return attributable to Equity Shareholders

        1,016

        1,988

        3,004

          555

         (226)

          329








Earnings per share (pence)

3.0

5.9

8.9

1.7

 (0.7)

1.0

 

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 2015

 


Year ended

31 December 2015

Year ended

31 December 2014




 £'000

 £'000








Opening Shareholders' funds



      31,138



      28,971

Net return for year



        3,004



          329

Net proceeds of share issue



        1,986



        4,093

Net proceeds of DIS issue



            16



               -

Merger costs



           (20)



             (3)

Repurchase and cancellation of shares


         (525)



         (861)

Dividends paid - revenue



         (574)



         (484)

Dividends paid - capital



       (1,149)



         (907)

Closing Shareholders' funds



33,876



      31,138

 

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



 

Maven Income and Growth VCT 4 PLC

Balance Sheet

As at 31 December 2015

 


 31 December 2015

 31 December 2014


 £'000

 £'000

Fixed assets



Investments at fair value through profit or loss

                        33,121

                        29,296




Current assets



Debtors

                             418

                             511

Cash

                             762

                          1,565


                          1,180

                          2,076

Creditors:



Amounts falling due within one year

                            (425)

                            (234)

Net current assets

                             755

                          1,842

Total net assets

                        33,876

                        31,138







Capital and reserves



Called up share capital

                          3,354

                          3,205

Share premium account

                        19,449

                        17,677

Capital reserve - realised

                            (697)

                         (1,018)

Capital reserve - unrealised

                             1,401

                             883

Distributable reserve

                          9,096

                          9,621

Capital redemption reserve

                             290

                             229

Revenue reserve

                          983

                             541

Net assets attributable to Ordinary Shareholders

                        33,876

                        31,138




Net asset value per ordinary share (pence)

                            101.0

                            97.2

 

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 Cormack,

Director

30 March 2016

 

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



 

Maven Income and Growth VCT 4 PLC

Cash Flow Statement

For the year ended 31 December 2015

 



 Year ended


Year ended

31 December 2015

 31 December 2014

(restated)1


 £'000

 £'000

Net cash flows from operating activities

(1,376)

(1,278)




Cash flows from investing activities



Investment income received

1,747

1,323

Deposit interest received

1

2

Purchase of investments

(24,377)

 (20,941)

Sale of investments

 23,468

 19,367

Net cash flows from investing activities

839

(249)




Cash flows from financing activities



Equity dividends paid

(1,723)

(1,391)

Issue of Ordinary Shares

2,002

4,093

Merger costs

(20)

(3)

Repurchase of Ordinary Shares

(525)

(861)

Net cash flow from financing activities

(266)

1,838




Net (decrease)/increase in cash

(803)

311

 

Cash at beginning of year

Cash at end of year

 

1 The 2014 cash flow has been restated to meet the presentational requirements of FRS 102.

 

The accompanying Notes are an integral part of the Financial Statements

 



 

Maven Income and Growth VCT 4 PLC

Notes to the Financial Statements

For the year ending 31 December 2015

 

1 Accounting Policies

 

(a)  Basis of Preparation

The Financial Statements have been prepared under FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland and in accordance with the Statement of Recommended Practice for Investment Trust Companies and Venture Capital Trusts (the SORP) issued by the AIC in November 2014. This is the first year that the Company has presented its Financial Statements under the Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council. The date of transition to FRS 102 is 1 January 2014. There are no significant changes to the Company's accounting policies as a result of the adoption of FRS 102 and the SORP.

 

(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; and

·       share issue and merger costs are charged to the share premium account.

 

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

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

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

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

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

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

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

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

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

 

(f)  Fair Value Measurement

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

 

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

 

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

 

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

 

•      Level 1 - the unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date;

•      Level 2 - inputs other than quoted prices included within Level 1 that are observable (ie developed using market data) for the asset or liability, either directly or indirectly; and

•      Level 3 - inputs are unobservable (ie for which market data is unavailable) for the asset or liability.

 

(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

31 December 2015

 Year ended

31 December 2014


 £'000



 £'000

2 Income





Income from investments:





UK franked investment income

           121



             26

UK unfranked investment income

        1,588



        1,254


        1,709



        1,280

Other Income:





Deposit interest

               1



               2

Total income

        1,710



        1,282






Total income comprises:





Dividends

           121



             26

Interest

        1,589



        1,256


        1,710



        1,282

 

 


Year ended

31 December 2015

Year ended

31 December 2014


 Revenue

Capital

 Total

 Revenue

Capital

 Total

3  Investment management fees

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

Investment management fees

162

649

           811

153

611

764

Performance fees

151

600

           751

55

220

275

VAT reclaim on performance fees

 (38)

 (152)

         (190)

 -

 -

 -


275

1,097

1,372

208

831

1,039








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



 



 


 Year ended

31 December 2015

 Year ended

31 December 2014


 Revenue

Capital

 Total

Revenue

Capital

 Total


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

4 Other expenses







Secretarial fees

78

-

78

93

                  -

93

VAT reclaim on secretarial fees

 (85)

-

 (85)

-

                  -

-

Directors' remuneration

61

-

61

77

                  -

77

Fees to Auditor - audit services

18

-

18

17

                  -

17

Fees to Auditor - tax services

5

-

5

5

                  -

5

Bad debts written off

-

-

-

59

                  -

59

Miscellaneous expenses

123

-

123

136

                  -

136


200

-

200

387

-

387

 

 


Year ended

31 December 2015

 Year ended

31 December 2014


 Revenue

Capital

 Total

 Revenue

Capital

 Total


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

5 Tax on ordinary activities







Corporation tax  

 (219)

219

-

 (132)

132

-

 

The tax assessed for the period is at the rate of 20% (2014: 21%).









Year ended

31 December 2015

 Year ended

31 December 2014


 Revenue

 Capital

 Total

 Revenue

 Capital

 Total


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

Return on ordinary activities before tax  

            1,235

           1,769

               3,004

                687

              (358)

                329

Revenue return on ordinary activities multiplied by standard rate of corporation tax

               247

              354

                  601

                144

                (75)

                  69








Non taxable UK dividend income

 (24)

-

 (24)

 (6)

-

 (6)

Gains on investments

-

 (573)

 (573)

-

 (99)

 (99)

Utilisation of taxable losses

 (4)

-

 (4)

-

-

-

Increase in excess management expenses

                    -

                   -

                       -

                  (6)

                  42

36


219

 (219)

-

132

 (132)

 -

 

Losses with a tax value of £98,845 (2014: £120,040) 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.

 



 

 

6 Dividends











 Year ended

31 December 2015

 Year ended

31 December 2014



 £'000


 £'000

Revenue dividends





Final revenue dividend for the year ended 31 December 2014 of 0.7p (2013: 0.65p) paid on 5 June 2015




                      237


                      190






Interim revenue dividend for the year ended 31 December 2015 of 1.0p (2014: 1.0p) paid on 25 September 2015




                      337


                      294








                      574


                      484

Capital dividends





Final capital dividend for the year ended 31 December 2014 of 2.2p (2013: 2.0p) paid on 5 June 2015

                      745


                      583






Interim capital dividend for the year ended 31 December 2015 of 1.2p (2014: 1.1p) paid on 25 September 2015




                      404


                      324








                   1,149


                      907






Dividends





We set out below the final dividends proposed in respect of the financial year, which reflect the requirements of Section 274 of the Income Tax Act 2007.












Revenue available for distribution by way of dividends for the year


                   1,016


                      555






Revenue dividends





Final revenue dividend proposed for the year ended 31 December 2015 of 1.5p (2014: 0.7p) payable on 6 May 2016




                      503


                      225








                      503


                      225






Capital dividends





Final capital dividend proposed for the year ended 31 December 2015 of 1.55p (2014: 2.2p) payable on 6 May 2016




                      520


                      705








                      520


                      705








 

7 Return per ordinary share








The returns per share have been based on the following figures:

 Year ended

31 December 2015

 Year ended

31 December 2014






Weighted average number of ordinary shares


          33,489,492


          31,821,673






Revenue return


£1,016,000


£555,000

Capital return


£1,988,000


(£226,000)

Total Return


£3,004,000


£329,000

 

8 Investments






Year ended 31 December 2015


Listed

(quoted

prices)

£'000

AIM/ISDX

(quoted

prices)

£'000

Unlisted/Listed

(unobservable

inputs)

£'000

Total

£'000

Movements during the year:





Valuation at 1 January 2015

3,016

               457

                 25,823

29,296

Unrealised (gains)/loss

 (24)

               331

                 (1,190)

 (883)

Cost at 1 January 2015

2,992

               788

                 24,633

28,413






Purchases

16,740

               207

                   7,430

24,377

Sales proceeds

 (14,260)

             (133)

(9,025)

 (23,418)

Realised gains

17

                 53

                   2,278

2,348

Cost at 31 December 2015

5,489

               915

                 25,316

31,720

Unrealised gain/(loss)

26

             (177)

                    1,552

1,401

Valuation at 31 December 2015

5,515

               738

                 26,868

33,121

 

Note1(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".

 

Listed and AIM/ISDX securities are categorised as Level 1 and unlisted investments as Level 3. FRS 29 requires disclosure, by class of financial instrument, if the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement. The information used in determination of the fair value of Level 3 investments is chosen with reference to the specific underlying circumstances and position of each investee company. The Directors are of the view that there are no reasonable possible alternative assumptions that will have a significant effect on the current valuation of the unlisted portfolio

 



 

 


 31 December 2015

 31 December 2014

The portfolio valuation

 £'000

 £'000

Held at market valuation:



UK treasury bills

            5,492

              2,997

Listed investments

                 23

                   19

AIM quoted equities

               738

                 457


            6,253

              3,473




Unlisted at Directors' valuation:



Unquoted unobservable equities

            9,762

            11,028

Unquoted unobservable fixed income

          17,106

            14,795


          26,868

            25,823







Total

          33,121

            29,296







Realised gains on historical basis

            2,348

                 992

Net movement in unrealised appreciation

             518

                (519)

Gains on investments

            2,866

                 473




 

9 Participating and significant interests

The principal activity of the Company is to select and hold a portfolio of investments in unlisted and AIM quoted 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 2015, the Company held shares amounting to 20% or more of the equity capital of the following undertakings.

 

 Investment

 % of

 class

 held

 % of

 equity

 held

 Total

 cost

 £'000

Carrying

value

 £'000

 Latest

accounts

 period end

 Aggregate capital &

 reserves

  £'000

 Loss after tax

 for period

  £'000









 Networks by Wireless Limited








 2,948,654 B ordinary shares

40.3

28.3

4

-

30/06/13

 (704)

 (853)

 700,000 ordinary shares

12.6


250

-




 £196,154 secured loan stock

38.3


196

 -




 

The company also holds shares or units amounting to 3% or more of the nominal value of the allotted shares or units of any class of certain investee companies.

 

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



 

 


 31 December 2015

 31 December 2014



 £'000


 £'000

10 Debtors





Prepayments and accrued income


             399


419

Other debtors


               19


92



             418


511

 

 

 

 

 31 December 2015

 31 December 2014



 £'000


 £'000

11 Creditors





Accruals


             425


234



             425


234

 

 


 31 December 2015

 31 December 2014

12 Share capital

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

32,049,188

          3,205

 25,693,172

2,569

Ordinary shares issued during year

2,100,314

             210

   4,273,189

427

C share consolidation

-

                 -

   3,077,827

308

Repurchased and cancelled in year

 (614,000)

             (61)

    (995,000)

 (99)


33,535,502

          3,354

 32,049,188

3,205

 

During the year 614,000 Ordinary Shares (2014: 995,000) of 10p each were repurchased by the Company at a cost of £525,000 (2014: £861,000) and cancelled.  During the year the Company issued 2,074,336 Ordinary Shares (2014: 4,273,189) pursuant to an Offer for Subscription at Subscription Prices ranging from 95.5p to 98.2p per share (2014: 99.07p).  Also during the year, the Company issued 25,978 shares (2014: Nil) under a DIS election at a price of 94.41p per share (2014: Nil).

 

Subsequent to the year end, the Company bought back a further 190,000 Ordinary Shares for cancellation.

 

 



 

 

13 Reserves

 Share

 premium

 account

 £'000

 Capital 

 reserve

 realised

 £'000

 Capital 

 reserve

 unrealised

 £'000

 Distributable

 reserve

 £'000

 Capital

 redemption

 reserve

 £'000

 Revenue

 reserve

 £'000

At 1 January 2015

            17,677

 (1,018)

883

9,621

               229

541

Gains on sales of investments

                      -

             2,348

                    -

                       -

                    -

                      -

Net increase in value of investments

                      -

 -

              518

                       -

                    -

                      -

Investment management fees

                      -

               (1,097)

                    -

                       -

                    -

                      -

Dividends paid

-

 (1,149)

-

-

                    -

 (574)

Tax effect of capital items

-

219

-

-

                    -

-

Repurchase and cancellation of shares

-

-

-

(525)

61

-

Share issue

1,778

-

-

-

                    -

-

DIS share issue

14

-

-

-

                    -

-

Merger costs

 (20)

-

-

-

                    -

-

Net return on ordinary activities after taxation

                      -

 -

                    -

                       -

                    -

               1,016

At 31 December 2015

19,449

 (697)

1,401

9,096

               290

983

 

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 2015

 31 December 2014


 Net asset 

 Net asset

 Net asset 

 Net asset


 value per

 value

 value per

 value


 share

 attributable

 share

 attributable


 p

 £'000

 p

 £'000






Ordinary Shares

               101.0

33,876

              97.2

             31,138

 

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

 


 Year ended

 Year ended


 31 December 2015

 31 December 2014

15. Reconciliation of net return to Cash

 £'000

 £'000

Generated by Operations



Net return

3,004

329

Adjustment for:


                 

Gains on investments

(2,866)

                (473)

Income from investments

(1,710)

(1,282)

Other income

-

-

Operating cash flow before movement in working capital

(1,572)

(1,426)

Decrease/(increase) in prepayments

5

                    (1)

Decrease in debtors

-

                  197

Increase/(decrease) in accruals

191

                  (48)

Cash utilised by operations

(1,376)

                    (1,278)

16 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; (iv) credit risk; and (v) price risk sensitivity.

 

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 year. 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.  Adherence to investment guidelines and to investment and borrowing powers 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 number of companies across a range of industrial and service sectors at varying stages of development, to closely monitor the progress of the investee companies and to appoint a non-executive director to the board of each company. Further information on the investment portfolio (including sector analysis, concentration and deal type analysis) is set out in the Analysis of Unlisted and Quoted Portfolio, the Investment Manager's Review, the Summary of Investment Changes, the Investment Portfolio Summary and the Largest Investments by Valuation.

 

Interest rate risk

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

 

At 31 December 2015

Fixed

Floating

Non interest


Interest

rate

bearing


£'000

£'000

£'000

Sterling




Unlisted and AIM/ISDX

17,106

                -

10,523

UK treasury bills

                -

 -

5,492

Cash

                -

762

                   -


17,106

762

16,015

 

 




At 31 December 2014

Fixed

Floating

Non interest


Interest

rate

bearing


£'000

£'000

£'000

Sterling




Unlisted and AIM/ISDX

14,795

                -

11,504

UK treasury bills

                -

 -

2,997

Cash

                -

1,565

                   -


14,795

1,565

14,501

 

The unlisted fixed interest assets have a weighted average life of 2.50 years (2014: 3.14 years) and a weighted average interest rate of 8.19% (2014: 9.28%).

 

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

At 31 December 2015

 Within

 Within

 Within

 Within

 Within

 More than


 1 year

 1-2 years

 2-3 years

 3-4 years

 4-5 years

 5 years

 Total

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

UK treasury bills

        5,492

                -

                -

                -

                -

                -

      5,492

Unlisted

        4,617

        4,238

        3,395

           883

        3,973

                -

    17,106


      10,109

        4,238

        3,395

           883

        3,973

                -

    22,598










 Within

 Within

 Within

 Within

 Within

 More than



 1 year

 1-2 years

 2-3 years

 3-4 years

 4-5 years

 5 years

 Total

At 31 December 2014

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

UK treasury bills

        2,997

                -

                -

                -

                -

                -

      2,997

Unlisted

        3,518

        1,403

        2,045

        3,846

        1,017

        2,966

    14,795


        6,515

        1,403

        2,045

        3,846

        1,017

        2,966

    17,792

 

Liquidity risk

Due to their nature, unlisted investments may not be readily realisable and therefore a portfolio of listed assets and cash is held to offset this liquidity risk. Note 1(f) details the three-tier hierarchy of inputs used as at 31 December 2015 in valuing the Company's investments carried at fair value.

 

Credit risk and interest rate risk are minimised by acquiring high quality government treasury stocks or other bonds which have a relatively short time to maturity.

 

The Company, generally, does not hold significant cash balances and any cash held is with reputable banks with high quality external credit ratings.

 

Credit risk

This is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company.

 

The Company's financial assets exposed to credit risk amounted to the following:



 31 December 2015

 31 December 2014



 £'000

Investments in unlisted debt securities

      17,106

    14,795

UK treasury bills


        5,492

      2,997

Cash


           762

      1,565



      23,360

    19,357

 



 

All assets which are traded on a recognised exchange, are held by JP Morgan Chase (JPM), the Company's custodian. Cash balances are held by JPM and Clydesdale Bank. Should the credit quality or the financial position of any of these institutions deteriorate significantly the Manager will move these assets to another financial institution.

 

The Manager evaluates credit risk on unlisted debt securities and financial commitments and guarantees prior to investment, and as part of the ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. Typically, unlisted debt securities have a fixed charge over the assets of the investee company in order to mitigate the gross credit risk. The Manager receives management accounts from investee companies, and members of the investment management team sit on the boards of investee companies; this enables the close identification, monitoring and management of investment specific credit risk.

 

There were no significant concentrations of credit risk to counterparties at 31 December 2015 or 31 December 2014.

 

Price Risk Sensitivity

The following details the Company's sensitivity to a 10% increase or decrease in the market prices of listed or AIM/ISDX quoted securities, with 10% being the Manager's assessment of a reasonable possible change in market prices.

 

At 31 December 2015, if market prices of AIM/ISDX quoted securities had been 10% higher or lower and with all other variables held constant, the increase or decrease in net assets attributable to Ordinary Shareholders for the year would have been £76,100 (2014: £47,600) due to the change in valuation of financial assets at fair value through profit or loss.

 

At 31 December 2015, 79.3% (2014: 82.9%) comprised investments in unquoted companies held at fair value attributable to Ordinary Shareholders. The valuation of unquoted investments reflects a number of factors, including the performance of the investee company itself and the wider market. Therefore, it is not considered meaningful to provide a sensitivity analysis on the net asset position and total return for the year due to the fact any such movements would be immaterial to users of Financial Statements.

 

Basis of preparation of the Financial Statements

The Financial Statements included in this Announcement have been prepared in accordance with FRS 102. The Annual Report and Financial Statements for the year ended 31 December 2015 will be filed with the Registrar of Companies and issued to Shareholders in due course.

 

The financial information contained within this Announcement does not constitute the Company's statutory Financial Statements as defined in the Companies Act 2006. The statutory Financial Statements for the year ended 31 December 2014 have been delivered to the Registrar of Companies and contained an audit report which was unqualified and did not constitute statements under S498(2) or S498(3) of the Companies Act 2006.

 

Responsibility Statement of the Directors in respect of the Annual Report and Financial Statements

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

 

·       the Financial Statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as at 31 December 2015 and for the year to that date;

 

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

 

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

 



 

Other information

The Annual General Meeting will be held at 1-2 Royal Exchange Buildings, London EC3V 3LF at 10.30 am on Wednesday 27 April 2016.

 

Copies of this announcement, and of the Annual Report and Financial Statements for the year ended 31 December 2015, will be available to the public at the registered office of the Company, Kintyre House, 205 West George Street, Glasgow G2 2LW; at the office of Maven Capital Partners UK LLP, 1-2 Royal Exchange Buildings, London EC3V 3LF and on the Company's website at www.mavencp.com/migvct4.

 

Neither the content of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 

The Annual Report and the Circular have been submitted to the National Storage Mechanism and will be available for inspection at: www.morningstar.co.uk/uk/NSM.

 

By Order of the Board

Maven Capital Partners UK LLP

Secretary

30 March 2016

 


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