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MavIncGroVCT4 (MAV4)

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Friday 28 August, 2015

MavIncGroVCT4

Half Yearly Report

RNS Number : 4740X
Maven Income & Growth VCT 4 PLC
28 August 2015
 

Maven Income and Growth VCT 4 PLC

 

Interim Results for the Six Months Ended 30 June 2015 (Unaudited)

 

The Directors announce the unaudited interim results for the six months ended 30 June 2015.

 

Highlights

 

·    NAV total return of 135.55p per share at 30 June 2015, an increase of 3.3% from 131.25p at 31 December 2014

·    NAV at period end of 98.63p per share after payment of the final dividend of 2.90p per share

·    Three new investments added to the portfolio

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

·    Disposal of Higher Nature, generating cash proceeds of £300,000

·    Agreement reached for the sale of Six Degrees Group

·    Increased interim dividend declared of 2.20p per share (2014: 2.10p)

 

Interim Review

 

Overview

 

The continuing objective for your Company is to achieve long term capital appreciation and generate maintainable levels of income for Shareholders, by investing in a diversified portfolio of mature private businesses and AIM/ISDX quoted companies with established revenue streams and strong growth potential. During the six month period to 30 June 2015, this strategy has delivered a further increase in NAV total return, to 135.55p per share.

 

During the reporting period the Maven team has continued to source suitable investment opportunities in profitable businesses across the UK and the asset base now includes 49 private companies, the majority of which are trading in line with plan and paying a regular yield. This revenue is an important component in your Company's ability to sustain an attractive level of tax-free distributions to Shareholders and, consequently, your Board is pleased to declare an increased interim dividend of 2.20p per share at the half-year.

 

In June 2015, Maven was named as 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 during the year, including an acknowledgement of their contribution in increasing the value of investee businesses.

 

Maven has also been recognised in two categories at the 2015 Investor Allstars Awards, having been shortlisted for Private Investor Network of the Year while one of its clients has been nominated for VCT of the Year. Investor Allstars, now in its thirteenth year, is one of the leading events in the European entrepreneurial and investment community, aiming to celebrate success across the SME investment space.

 

Dividends

 

The Board has declared an increased interim dividend of 2.20p per share, comprising 1.00p of revenue and 1.20p of capital, to be paid on 25 September 2015 to Shareholders on the Register at 28 August 2015. Since the Company's launch, and after receipt of the interim dividend, Ordinary Shareholders will have received 39.15p per share in tax-free dividends. The effect of paying the dividend will be to reduce the NAV of the Company by the total cost of the distribution.

 

Portfolio Developments

 

The private equity portfolio has generally performed well, and strong trading results have led to valuation uplifts for a number of companies operating in a range of sectors.

 

SPS (EU), the UK's largest provider of promotional merchandise, has experienced excellent growth under private ownership since Maven clients supported the management buy-out in February 2014. In June 2015 SPS completed the self-funded complementary acquisition of High Profile, a manufacturer of bespoke products, increasing the product range and production capability of the business.

 

Westway Services Holdings (2014), a provider of technical facility services, has a proven track record of delivering a reliable and quality service to its clients across a broad range of planned and reactive maintenance projects. The business enjoys a longstanding relationship with M&S and, in light of recent contract wins, the directors expect revenues in the current financial year to exceed £55 million, compared to £39 million in the prior year.



Maven clients first invested in Just Trays (JT), the UK's leading manufacturer of shower trays and related accessories, in June 2014 and subsequently the business has increased its customer base and extended its product range. The JT brand has received a number of industry awards, including being recognised as 'Shower Brand of the Year' at the inaugural Bathroom & Kitchen Update awards in July 2015.

 

A follow-on investment was made in May 2015 to enable Claven Holdings to complete the complementary acquisition of Debt Management Services in a transaction that has created the largest provider of field support services in the UK. The group now has a network of 250 field agents who undertake personal customer visits, using a state-of-the-art case management system, and enables lenders to engage directly with customers to resolve payment arrears.

 

In light of an improvement in trading and the agreement on a sale of the business, which completed after the period end, the Directors have considered it appropriate to increase the valuation of the holding in Lab M Holdings.  However, your Board has also taken the prudent step to reduce the valuation in respect of D Mack in light of its current trading circumstances.

 

New Investments

 

During the period, alongside the provision of funding to support the development of two existing portfolio assets, your Company participated in two new investments in established private companies:

 

•    Flow UK Holdings, a specialist IT security business based in Hertfordshire that provides flexible networking security solutions to customers throughout the UK and Ireland. The business aims to grow organically by increasing its sales team and to add scale through a buy & build strategy; and

 

•    Traceall Global, a data management solutions provider located near Glasgow that delivers a range of tracking, verification and remote sensor monitoring products for the international food and beverage industry.

 

One listed investment was added to the portfolio when, in January 2015, your Company participated in the AIM placing of Ideagen, an information management software company. The funds raised enabled Ideagen to complete the acquisition of Gael, which has strengthened and broadened the product offering whilst adding a number of key new customers.

 

The following investments have been completed during the period:



Investment

Cost


Investment

Date

Sector

£'000

Website

Unlisted





Claven Holdings Limited

May 2015

Speciality & other finance

82

No website available

Flow UK Holdings Limited

March 2015

Software & computer services

598

www.flowcommunications.co.uk

Maven Capital (Llandudno) LLP

January 2015

Real estate

59

No website available

Traceall Global Limited

March 2015

Software & computer services

197

www.traceallglobal.com

Total unlisted investment



936







Quoted





Ideagen PLC

January 2015

Software & computer services

207

www.ideagenplc.com

Total quoted investment



207







UK treasury bills





Treasury Bill 18 May 2015

April 2015

UK government

2,749


Treasury Bill 29 June 2015

April 2015

UK government

1,159


Treasury Bill 20 July 2015

March 2015

UK government

1,798


Treasury Bill 14 September 2015

June 2015

UK government

1,748


Total UK treasury bills investment



7,454







Total investment



8,597


 

At the period end, the portfolio stood at 64 unlisted and quoted investments at a total cost of £23.5 million.

 



 

Realisations

 

In June 2015, Steminic (trading as MSIS) was sold to UK private equity house Primary Capital, achieving a 3.3 times total return on cost over the life of the investment. Maven clients first invested in Steminic in 2007 and provided additional funding in subsequent years to facilitate growth, enabling the business to more than double its revenues and increase profitability three fold during the period of investment. In the same month the legacy holding in Higher Nature, acquired through the Company's merger with Ortus VCT PLC, was sold at greater than carrying value.

 

Also in June, funds affiliated with Boston-based private equity firm Charlesbank Capital Partners entered into an agreement to acquire Six Degrees Group; the exit proceeds, which were received during July 2015, have been reflected in the NAV as at 30 June 2015.

 

As at the date of this report, the Manager is engaged with several other investee companies and prospective acquirers at various stages of a potential exit process. This realisation activity reflects the increasing maturity of a number of holdings, but it should be noted that there can be no certainty that these discussions will lead to profitable sales

 

The table below gives details of all realisations during the reporting period:

 

 


 

 

 

Year first

invested

 

 

 

Complete/ partial

exit

 

Cost of shares disposed of

£'000

 

Value at 31 December 2014

£'000

 

 

 

Sale proceeds

£'000

 

 

Realised gain/ (loss)

£'000

 

Gain/ (loss) over December 2014 value

£'000

Unlisted








Higher Nature Limited

1999

Complete

600

200

300

(300)

100

Manor Retailing Limited

2013

Complete

218

218

218

-

-

Maven Co-invest Endeavour Limited

Partnership (invested in Global Risk

Partners)

2013

Partial

26

26

26

-

-

Nenplas Holdings Limited

2013

Partial

165

165

165

-

-

Richfield Engineering Services Limited

2013

Complete

725

725

725

-

-

Search Commerce Limited

2013

Complete

217

217

217

-

-

Steminic Limited¹

2007

Complete

665

898

1,161

496

263

Total unlisted disposals



2,616

2,449

2,812

196

363









Quoted

 








Angle PLC

2006

Partial

2

3

4

2

1

Ideagen PLC

2015

Partial

1

1

1

-

-

Total quoted disposals



3

4

5

2

1









UK treasury bills








Treasury Bill 16 March 2015

2014

Complete

2,992

2,997

3,000

8

3

Treasury Bill 18 May 2015

2015

Complete

2,749

N/A

2,750

1

N/A

Treasury Bill 29 June 2015

2015

Complete

1,159

N/A

1,160

1

N/A

Total UK treasury bill disposals



6,900

2,997

6,910

10

3









Total disposals



9,519

5,450

9,727

208

367

 

¹Proceeds exclude yield payments and redemption premiums received, which are disclosed as revenue for financial reporting purposes.

 

The table above includes the redemption of loan notes by a number of investee companies.

 

One unlisted investment was struck off the Register during the period, resulting in a realised loss of £404,000 (cost £404,000).  This had no effect on the NAV as a full provision had been made in earlier periods.

 



 

 

Material Developments Since the Period End

 

Since 30 June 2015 one new private company asset has been added to the portfolio.  In July 2015 an investment was completed in Cursor Controls, a manufacturer of trackball pointing solutions which are utilised in a number of industrial applications. Based in Nottinghamshire, Cursor is widely recognised as a global market leader, with over 1,200 trackball variants in its product portfolio.

 

In August 2015 the Manager completed the realisation of Lab M Holdings, the dehydrated culture media specialist, with the aggregate proceeds receivable being marginally above the carrying value of the investment as at 30 June 2015.

 

Principal Risks and Uncertainties

 

The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2014 Annual Report, and are the risks associated with investment in small and medium sized unlisted and AIM/ISDX quoted companies which, by their nature, entail a higher risk and lower liquidity than investments in large quoted companies. The valuation of investee companies may be affected by economic conditions and the credit environment, and other risks include legislation, regulation, adherence to VCT qualifying rules and the effectiveness of the internal controls operated by the Company and the Manager. These risks and procedures are reviewed regularly by the Audit and Risk Committees and reported to your Board. The Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be met.

 

Fund Raising

 

In October 2014 the Company announced that it planned to raise up to £2 million in an Offer for Subscription alongside Offers by four other Maven VCTs. All of the Offers reached their fund raising target ahead of schedule and have now closed. The first allotment under the Offer took place on 20 February 2015, when 1,924,909 new Ordinary Shares were issued, and a further allotment of 149,427 new Ordinary Shares took place on 13 April 2015.

 

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

 

Share Buy-backs

 

Shareholders have given the Board authority to buy back Shares for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders. It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, Shares will be bought back at prices representing a discount of up to 15% to the prevailing NAV per share. During the period under review 447,000 Shares were bought back at a total cost of £382,000.

 

VCT Regulatory Developments

 

The March 2015 Budget announced a package of changes to the VCT scheme, including a new age limit on companies qualifying for investment and a new cap on total EIS/VCT investment that a company can receive. As the limits proposed are higher than those provided for under European Union (EU) requirements, and are therefore subject to State Aid approval, the legislation has not been published in the Finance Bill 2015. A consultation period for comments on the draft legislation closed on 15 May 2015.

 

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

 

This, combined with the statements made in the July 2015 Budget, has resulted in a degree of uncertainty as to whether or not specific new investments made after 6 April 2015 will be VCT qualifying, and may restrict the number and range of later-stage small and medium-sized enterprises that are available for your Company to invest in.

 



 

Management and Administration Fees

 

HMRC has confirmed that VAT is no longer payable on performance and secretarial fees. The Manager has pursued the recovery of amounts paid previously and a total of £275,000 received subsequent to the period end has been reflected in the Financial Statements.

 

Distribution of Annual and Interim Reports

 

Shareholders are able to elect to receive postal or e-mail notifications that documents, including Annual and Interim Reports, are available on the Company's website as an alternative to receiving hard copies by post. A letter of request was provided with the 2014 Interim Report, which Shareholders could complete to confirm whether or not they wished to take advantage of this facility. In the absence of a letter being returned, a Shareholder will have been deemed as having given their consent to receiving only postal notifications that documents are available on the website. Therefore, Shareholders who have previously made an election for postal notification, or who elected not to respond, will have received notification by post of the publication of this Interim Report on the Company's website. Shareholders who wish notifications to be sent by e-mail rather than by post should advise the Registrar via www.capitashareportal.com. Hard copies of all documents are available on request.

 

Dividend Investment Scheme

 

On 20 August 2015 the Board announced that, in light of the investment restrictions proposed in the Government's Summer 2015 Budget, the Directors intended to review the operation of the Company's DIS and reserved the right, under the Terms and Conditions of the Scheme, to suspend or terminate its operation without prior notice and revert to making monetary payments to all Participants. The Board subsequently resolved that, with effect from 24 August 2015, the DIS should be suspended in order to allow the Directors and the Manager to review the final changes to the VCT legislation and to consider the full potential impact of these on the Company's future investment strategy. As a result, the interim dividend payable on 25 September 2015, and all subsequent dividends until further notice, will be paid to Shareholders by either cheque or direct bank transfer using existing mandate instructions.

 

Outlook

 

Your Company will maintain its focus on investing principally in established UK businesses, which are each capable of generating a high level of income and offer the potential to achieve capital appreciation on realisation. The Board and the Manager believe that this strategy, which has been employed over a number of years, will continue to deliver steady growth in Shareholder value and support a progressive dividend programme.

 

 

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

28 August 2015

 

 



 

 

Summary of Investment Changes

For the Six Months Ended 30 June 2015

 


 Valuation

Net investment/

 Appreciation/

 Valuation


  31 December 2014

 (disinvestment)

 (depreciation)

 30 June 2015


 %

 £'000

 £'000

 £'000

 %

 Unlisted investments






 Equities  

     35.4

                (1,284)

                1,208

  10,952

     32.9

 Preference shares

           -

                      (5)

                       2

           -

           -

 Loan stock

  14,792

     47.5

                   (587)

                     72

  14,277

     42.9


     82.9

                (1,876)

                1,282

  25,229

     75.8







 AIM/ISDX investments






 Equities  

       1.5

                    202

                   130

      789

       2.4







 Listed investments






 Equities

       0.1

                        -

                       4

        23

       0.1

 UK treasury bills

    2,997

       9.6

                    544

                       7

    3,548

     10.7

 Total investments

     94.1

                (1,130)

                1,423

  29,589

     89.0







 Other net assets 

       5.9

                 1,811

                        -

    3,653

     11.0







 Total assets

  31,138

    100.0

                    681

                1,423

  33,242

    100.0

 

  

Investment Portfolio Summary                             

As at 30 June 2015


Valuation

Cost

% of total

% of equity

% of equity held by other

Investment

£'000

£'000

assets

held

clients¹

Unlisted






Torridon (Gibraltar) Limited (formerly Torridon Capital Limited)

1,853

682

5.5

3.7

36.3

Maven Co-invest Exodus Limited Partnership and Tosca Penta Exodus Mezzanine Limited Partnership (invested in Six Degrees Group)²

1,645

895

4.9

4.0

8.5

Lab M Holdings Limited

1,260

404

3.8

17.6

-

Glacier Energy Services Holdings Limited

1,141

957

3.4

3.7

23.9

Westway Services Holdings (2014) Limited

1,067

540

3.2

6.9

40.2

Lemac No. 1 Limited (trading as John McGavigan)

987

698

3.0

9.1

27.7

HCS Control Systems Group Limited

957

836

2.9

6.8

29.7

Ensco 969 Limited (trading as DPP)

904

1,217

2.7

4.6

29.9

Nenplas Holdings Limited

875

323

2.6

4.0

28.5

CatTech International Limited

792

498

2.4

4.8

25.3

SPS (EU) Limited

737

647

2.2

6.6

35.9

Lambert Contracts Holdings Limited

723

723

2.2

12.3

52.4

JT Holdings (UK) Limited (trading as Just Trays)

686

522

2.1

5.8

24.2

Venmar Limited (trading as XPD8 Solutions)

651

651

2.0

6.0

29.0

R&M Engineering Group Limited

648

648

1.9

8.7

61.9

Crawford Scientific Holdings Limited

612

612

1.8

7.2

41.0

Assecurare Limited

600

600

1.8

12.0

37.8

Braelaw Limited

600

600

1.8

12.0

37.8

Broadwave Engineering Limited

600

600

1.8

12.0

37.8

Flow UK Holdings Limited

598

598

1.8

15.5

56.3

Vodat Communications Group Limited

592

592

1.8

6.9

34.9

Maven Capital (Llandudno) LLP

575

575

1.7

             -

100.0

Fathom Systems Group Limited

573

573

1.7

7.7

52.3

CB Technology Group Limited

559

559

1.7

11.4

67.6

TC Communications Holdings Limited

554

777

1.7

8.1

21.9

Flexlife Group Limited

482

482

1.4

1.9

12.7

RMEC Group Limited

463

463

1.4

3.5

54.7

Maven Capital (Claremont House) Limited

426

355

1.3

11.8

88.2

ISN Solutions Group Limited

403

403

1.2

4.6

50.4

LCL Hose Limited (trading as Dantec Hose)

398

398

1.2

7.1

22.9

CHS Engineering Services Limited

352

497

1.1

4.2

19.1

Attraction World Holdings Limited

278

98

0.8

6.2

32.2

Claven Holdings Limited

232

170

0.7

9.6

40.4

Endura Limited2

229

229

0.7

0.7

5.2

Traceall Global Limited

197

197

0.6

5.9

9.1

Martel Instruments Holdings Limited

190

227

0.6

4.2

40.0

Kelvinlea Limited

186

186

0.6

13.1

36.9

Space Student Living Limited

168

             -

0.5

10.6

69.4

D Mack Limited

165

504

0.5

4.8

25.2

Lawrence Recycling and Waste Management Limited

135

770

0.4

8.4

53.6

Maven Co-invest Endeavour Limited Partnership (invested in Global Risk Partners)²

133

133

0.4

5.6

94.4

Other unlisted investments

             3

958

             -



Total unlisted investments

25,229

22,397

75.8



 

Investment Portfolio Summary (Continued)          

As at 30 June 2015

 


Valuation

Cost

% of total

% of equity

% of equity held by other


£'000

£'000

assets

held

clients¹

Quoted






Ideagen PLC

254

206

0.9

0.3

2.8

Vectura Group PLC

219

110

0.7

             -

0.1

OMG PLC

96

80

0.3

0.2

             -

Plastics Capital PLC

82

85

0.2

0.2

1.2

Chime Communications PLC

67

56

0.2

             -

             -

Angle PLC

42

27

0.1

0.1

0.5

esure Group PLC

23

             -

0.1

             -

             -

Deltex Medical Group PLC

14

33

             -

0.1

             -

Work Group PLC

8

151

             -

0.7

2.5

Other quoted investments

7

393

             -



Total quoted investments

812

1,141

2.5









UK treasury bills






Treasury Bill 20 July 2015

1,800

1,798

5.4



Treasury Bill 14 September 2015

1,748

1,748

5.3



Total UK treasury bill investments

3,548

3,546

10.7









Total investments

29,589

27,084

89.0



 

¹Other Clients of Maven Capital Partners UK LLP

²These investments are managed by Penta Capital LLP of which a Director of the Company, Steven Scott, is a partner.

 

  

 

Income Statement

For the Six Months Ended 30 June 2015



Ordinary


Shares



(unaudited)


Revenue

Capital

Total


£'000

£'000

£'000

Gains on investments

             -

      1,423

     1,423

Income from investments

675

             -

    675

Investment management fees

 (116)

 (462)

(578)

Other expenses

        (42)

-

(42)

Net Return on ordinary activities before taxation

     517

961

     1,478





Tax on ordinary activities

        (46)

46

-

Return attributable to Equity Shareholders

471

1,007

1,478









Earnings per share (pence)

1.4

          3.0

         4.4

 

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 Six Months Ended 30 June 2015


Ordinary Shares

(unaudited)


£'000

Opening Shareholders' funds

31,138

Net return for period

1,478

Net proceeds of share issue

1,986

Net proceeds of DIS issue

24

Merger costs

(20)

Repurchase and cancellation of shares

(382)

Dividends paid - revenue

(237)

Dividends paid - capital

(745)

Closing Shareholders' funds

33,242

 

The accompanying notes are an integral part of the financial statements.

 



 

Income Statement

For the Six Months Ended 30 June 2014

 


Ordinary

C Ordinary




Shares


Shares



(unaudited)

(unaudited)

TOTAL


Revenue

Capital

Total

Revenue

Capital

Total

Revenue

Capital

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Gains/(losses) on investments

                 -

            275

            275

                 -

           (657)

           (657)

                 -

           (382)

           (382)

Income from investments

560

-

560

31

-

31

591

-

591

Investment management fees

             (84)

(335)

           (419)

               (9)

             (37)

             (46)

             (93)

(372)

           (465)

Other expenses

 (131)

-

 (131)

 (20)

-

 (20)

 (151)

-

 (151)

Net return on ordinary activities before taxation

            345

             (60)

            285

                2

           (694)

           (692)

            347

           (754)

           (407)











Tax on ordinary activities

 (33)

33

-

-

-

 -

 (33)

33

-

Return attributable to equity shareholders

            312

             (27)

            285

                2

           (694)

           (692)

            314

           (721)

           (407)











Earnings per share (pence)

             1.1

(0.1)

             1.0

                 -

(17.9)

(17.9)

             1.1

(18.0)

(16.9)

 

A Statement of Total Recognised Gains and Losses has not been prepared, as all gains and losses are recognised in the Income Statement.

 

All items in the above statement are derived from continuing operations.  The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.

 

The total column of this statement is the Profit and Loss Account of the Company.

 

 

Reconciliation of Movements in Shareholders' Funds

For the Six Months Ended 30 June 2014

 


Ordinary

C Ordinary



Shares

Shares



(unaudited)

(unaudited)

Total


£'000

£'000

£'000

Opening Shareholders' funds

        25,340

          3,631

        28,971

Net return for period

            285

           (692)

 (407)

Net proceeds of share issue

          3,599

                 -

          3,599

Repurchase and cancellation of shares

           (469)

                 -

 (469)

Dividends paid - revenue

           (190)

                 -

 (190)

Dividends paid - capital

           (583)

                 -

 (583)

Closing Shareholders' funds

        27,982

          2,939

        30,921

 

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



 

 

Income Statement

For the Year Ended 31 December 2014


Ordinary



Shares



(audited)


Revenue

Capital

Total


£'000

£'000

£'000

Gains on investments

-

         473

473

Income from investments

1,282

 -

1,282

Investment management fees

 (208)

 (831)

 (1,039)

Other expenses

 (387)

-

 (387)

Net return on ordinary activities before taxation

         687

 (358)

329





Tax on ordinary activities

 (132)

         132

             -

Return attributable to Equity Shareholders

         555

 (226)

329





Earnings per share (pence)

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 2014

 


Ordinary

C Ordinary



Shares

Shares



(audited)

(audited)

Total


£'000

£'000

£'000

Opening Shareholders' funds


     25,340


       3,631

    28,971

C Ordinary Share consolidation to Ordinary Shares


       3,631


      (3,631)

             -

Net return for year


         329


              -

         329

Net proceeds of share issue


       4,093


              -

      4,093

Merger costs


            (3)


              -

           (3)

Repurchase and cancellation of shares


        (861)


              -

        (861)

Dividends paid - revenue


        (484)


              -

        (484)

Dividends paid - capital


        (907)


              -

        (907)

Closing Shareholders' funds


31,138


              -

    31,138

 

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



 

Balance Sheet

As at 30 June 2015

 





 30 June 2015


 30 June 2014


 31 December 2014





 (unaudited)



 (unaudited)


 (audited)





 Ordinary


 Ordinary

 C Ordinary



 Ordinary





 Shares


 Shares

 Shares

 Total


 Shares





 £'000


 £'000

 £'000

 £'000


 £'000

Fixed assets









Investments at fair value through profit or loss

            29,589


         25,504

            2,527

         28,031


                       29,296












Current assets









Debtors



                730


551

195

746


511

Cash



3,319


2,043

238

2,281


1,565





4,049


2,594

433

3,027


2,076

Creditors









Amounts falling due within one year

               (396)


            (116)

               (21)

             (137)


                          (234)

Net current assets


3,653


2,478

412

2,890


1,842

Total net assets


33,242


27,982

2,939

30,921


31,138























Capital and reserves








Called up share capital

3,370


2,887

386

3,273


3,205

Share premium account

19,457


13,577

          3,572

17,149


17,677

Capital reserve - realised

 (2,375)


 (920)

 (296)

 (1,216)


 (1,018)

Capital reserve - unrealised

2,502


1,512

 (602)

910


883

Distributable reserve


9,239


10,122

 (95)

10,027


9,621

Capital redemption reserve

                274


173

11

184


229

Revenue reserve


                775


631

 (37)

594


541

Net assets attributable to Ordinary Shareholders

33,242


         27,982

            2,939

         30,921


                       31,138












Net asset value per Ordinary Share (pence)

               98.6


            96.9

             76.1



                          97.2

 

The Financial Statements were approved and authorised for issue by the Board of Directors on 28 August 2015 and were signed on its behalf by:

 

 

 

 

 

 

Ian Cormack

Director

 

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

 

 



 

 

Cash Flow Statement

For the Six Months Ended 30 June 2015

 


Six months


Year ended


ended

30 June 2015

Six months ended

30 June 2014

31 December 2014


(unaudited)

(unaudited)

(audited)


Ordinary

 C Ordinary


Ordinary


Shares

Shares

Total

Shares


£'000

£'000

£'000

£'000

£'000

Operating activities





Investment income received

680

               31

524

1,323

Deposit interest received

-

                 -

2

2

Investment management fees paid

 (579)

              (46)

 (610)

 (1,092)

Secretarial fees paid

 (39)

                (6)

 (46)

 (93)

Directors' fees paid

 (35)

                (5)

 (39)

 (73)

Other cash payments/receipts

 (80)

 (90)

               24

 (66)

 (20)

Net cash (outflow)/inflow from operating activities

                          (53)

                (2)

            (235)

                             47






Taxation





Corporation tax

 -

 -

                 -

-

-






Financial investment





Purchase of investments

 (8,597)

            (970)

 (9,194)

 (20,941)

Sale of investments

9,778

7,180

             919

8,099

19,367

Net cash inflow/(outflow) from financial investment

1,181

              (51)

 (1,095)

 (1,574)






Equity dividends paid

 (982)

 (773)

                 -

 (773)

 (1,391)






Net cash inflow/(outflow) before financing

                          146

              (53)

         (2,103)

                        (2,918)







Financing





Issue of Ordinary Shares

2,010

                 -

3,599

4,093

Merger costs

 (20)

                 -

-

 (3)

Repurchase of Ordinary Shares

 (382)

                 -

 (469)

 (861)







Net cash inflow from financing

1,608

                 -

3,130

3,229

Increase/(decrease) in cash

1,754

1,080

              (53)

1,027

311

 

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

 

 

 



 

Notes to the Financial Statements

For the Six Months Ended 30 June 2015

 

1.    Accounting Policies

 

The financial information for the six months ended 30 June 2015 and the six months ended 30 June 2014 comprises non-statutory accounts within the meaning of S435 of the Companies Act 2006.  The financial information contained in this report has been prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended 31 December 2014, which have been filed at Companies House and which contained an Auditor's Report which was not qualified and did not contain a statement under S498(2) or S498(3) of the Companies Act 2006.

 

 

2.    Movement in Reserves

 


Share

Capital

Capital


Capital



premium

reserve

reserve

Distributable

redemption

Revenue

Movement in reserves

account

realised

unrealised

reserve

reserve

reserve

Ordinary shares

£'000

£'000

£'000

£'000

£'000

£'000








At 1 January 2015

17,677

 (1,018)

883

             9,621

229

541

Loss on sale of investments

-

 (196)

-

                    -

-

-

Net increase in value of investments

-

-

1,619

                    -

-

-

Investment management fees

-

               (462)

                    -

                    -

                    -

                    -

Dividends paid

-

 (745)

-

                    -

-

 (237)

Tax effect of capital items

-

46

-

                    -

-

-

Share Issue

1,778

-

-

                    -

-

-

DIS Share Issue

22

-

-

                    -

-

-

Merger costs

 (20)

-

-

                    -

-

-

Repurchase and cancellation of shares

                    -

                    -

                    -

               (382)

                  45

                    -

Net return on ordinary activities after taxation

                    -

                    -

                    -

                    -

                    -

                471

As 30 June 2015

19,457

 (2,375)

2,502

9,239

274

775

 

 

3.    Return per Ordinary Share

 




Six months ended



30 June 2015

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



Weighted average number of Ordinary Shares



     33,334,448





Revenue return



£471,000

Capital return



£1,007,000

Total return



£1,478,000

 



 

 

Directors' Responsibility Statement

 

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

 

•      the Financial Statements for the six months ended 30 June 2015 have been prepared in accordance with applicable accounting standards and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies' issued in January 2009;

 

•      the Interim Management Report includes a fair review of the information required by DTR 4.2.7R in relation to the indication of important events during the first six months, and of the principal risks and uncertainties facing the Company during the second six months, of the year ending 31 December 2015; and

 

•      the Interim Management Report includes adequate disclosure of the information required by DTR 4.2.8R in relation to related party transactions and any changes therein.

 

 

Other Information

 

The NAV per Ordinary Share has been calculated using the number of Ordinary Shares in issue at 30 June 2015 of 33,702,502.  A summary of investment changes for the six months under review and an investment portfolio summary as at 30 June 2015 are included above. A full copy of the Interim Report and Financial Statements will be printed and issued to Shareholders.  Copies of this announcement will be available to the public at the registered office of the Company, Kintyre House, 205 West George Street, Glasgow G2 2LW.

 

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.

 

By Order of the Board

 

 

 

Maven Capital Partners UK LLP, Secretary

28 August 2015

 

 


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