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MAVEN INCOME AND GROWTH VCT 3 PLC

Interim / Quarterly Report May 31, 2014

4814_ir_2014-05-31_239fe3c0-09d3-46bc-ab8f-a61bb38de284.pdf

Interim / Quarterly Report

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Maven Income and Growth VCT 3 PLC

Interim Report For the Six Months Ended 31 May 2014

Corporate Summary

Maven Income and Growth VCT 3 PLC (formerly known as Aberdeen Growth Opportunities VCT PLC) is a venture capital trust (VCT) and the shares are listed on the Premium segment of the Official List and traded on the main market of the London Stock Exchange. The Company was incorporated on 7 September 2001. Following the conversion of the C Ordinary shares on 28 February 2009, the Company has one class of share.

Investment Objective

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

Continuation Date

The Articles of Association require the Directors to put a proposal for the continuation of the Company, in its then form, to Shareholders at the Annual General Meeting to be held in 2020, and thereafter, at five yearly intervals. For such a resolution not to be passed, Shareholders holding at least 25% of the Shares then in issue must vote against the resolution.

Recommendation of Non-mainstream Investment Products

The Company currently conducts its affairs so that the shares issued by it can be recommended by independent financial advisers to ordinary retail investors in accordance with the rules of the Financial Conduct Authority (FCA) in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future. The Company's shares are excluded from the FCA's restrictions which apply to non-mainstream investment products because they are shares in a venture capital trust and the returns to investors are predominantly based on investments in private companies or publicly quoted securities.

Share Dealing

Shares in the Company can be purchased and sold in the market through a stockbroker. For qualifying investors buying shares on the open market:

  • • dividends are free of income tax;
  • • no capital gains tax is payable on a disposal of shares;
  • • there is no minimum holding period;
  • • the value of shares, and income from them, can fall as well as rise;
  • • tax regulations and rates of tax may be subject to change;

  • • VCTs tend to be invested in smaller, unlisted companies with a higher risk profile; and

  • • the market for VCT shares can be illiquid.

The broker to the Company is Shore Capital Stockbrokers Limited (020 7647 8132).

Unsolicited Offers for Shares (Boiler Room Scams)

Shareholders in a number of UK registered companies have received unsolicited calls from organisations, usually based overseas or using false UK addresses or phone lines routed abroad, offering to buy shares at prices much higher than their current market values or to sell non-tradable, overpriced, high risk or even nonexistent securities. Whilst the callers may sound credible and professional, Shareholders should be aware that their intentions are often fraudulent and high pressure sales techniques may be applied, often involving a request for an indemnity or a payment to be provided in advance.

If you receive such a call, you should exercise caution and, based on advice from the FCA, the following precautions are suggested:

  • • obtain the name of the individual or organisation calling;
  • • check the FCA register to confirm if the caller is authorised;
  • • call back using the details on the FCA Register to verify the caller's identity;
  • • discontinue the call if you are in any doubt about the intentions of the caller, or if calls persist; and
  • • report any individual or organisation that makes unsolicited calls with an offer to buy or sell shares to the FCA and the City of London Police.

Useful Contact Details:

Action Fraud Telephone: 0300 123 2040

Website: www.actionfraud.police.uk

FCA

Telephone: 0800 111 6768 (freephone)

E-mail: [email protected]

Website: www.fca.org.uk

Register:

www.fca.org.uk/firms/systems-reporting/register Scam warning: www.fca.org.uk/consumers/scams

19 Income Statement

5 Financial Highlights

8 Interim Review

7 Summary of Investment Changes

16 Analysis of Unlisted and Quoted Portfolio

14 Investment Portfolio Summary

  • 19 Reconciliation of Movements in Shareholders' Funds
  • 20 Balance Sheet
  • 21 Cash Flow Statement
  • 22 Notes to the Financial Statements

  • 24 Directors' Responsibility Statement

  • 25 Your Notes

Interim Management Report

  • 5 Financial Highlights
  • 7 Summary of Investment Changes
  • 8 Interim Review
  • 14 Investment Portfolio Summary
  • 16 Analysis of Unlisted and Quoted Portfolio

Financial Highlights

Financial History

31 May
2014
30 November
2013
31 May
2013
30 November
2012
31 May
2012
Net asset value (NAV
)
£30,948,000 £26,838,000 £26,959,000 £25,745,000 £25,980,000
NAV
per
Ordinary Share
84.20p 83.00p 82.60p 82.70p 82.60p
Dividends paid to date 39.70p 36.45p 34.45p 31.45p 29.45p
NAV total return per share
(without initial tax relief)A
123.90p 119.45p 117.05p 114.15p 112.05p
Share priceB 73.00p 77.50p 77.00p 75.62p 73.00p
Discount to NAV 13.3% 6.6% 6.8% 8.6% 11.6%
Ordinary Shares in issue 36,735,590 32,336,464 32,626,464 31,128,892 31,471,587

A Sum of NAV per share and dividends paid to date

B Mid-market price; source: Bloomberg

NAV Total Return Performance

The bar chart shows NAV total return per share (NAV plus dividends paid) as at 30 November in each year except for 2014 which is as at 31 May 2014.

Dividends that have been proposed but not yet paid are not deducted from the NAV at the balance sheet date. The bar chart shows net asset value total return (net asset value plus dividends paid) at 30 November for each year since shares were issued except for 2014 which is as at 31 May 2014. Dividends that have been declared but not yet paid are not deducted

Dividends

Year ended November Payment date Interim/final Rate (p)
2003-2008 16.95
2009 25 August 2009 Interim 1.50
26 May 2010 Final 2.50
2010 24 August 2010 Interim 1.50
25 May 2011 Final 2.50
2011 25 August 2011 Interim 1.75
30 May 2012 Final 2.75
2012 31 August 2012 Interim 2.00
30 May 2013 Final 3.00
2013 30 August 2013 Interim 2.00
30 May 2014 Final 3.25
Total dividends paid 39.70
2014 29 August 2014 Proposed interim 2.00
Total dividends
paid or declared
41.70

On 28 February 2009, the C Ordinary Shares converted into Ordinary Shares at a ratio of 1.185 for one. By that time, the holders of C Ordinary Shares had received dividends totaling 4.2p per share, which is equivalent to 3.5p per Ordinary Share post-conversion.

Summary of Investment Changes

For the Six Months Ended 31 May 2014

30 November 2013 Valuation Net investment/
(disinvestment)
Appreciation/
(depreciation)
Valuation
31 May 2014
£'000 % £'000 £'000 £'000 %
Unlisted investments
Equities 8,980 33.4 522 1,639 11,141 36.0
Preference shares 7 - - - 7 -
Loan stock 15,263 56.9 1,026 (137) 16,152 52.2
24,250 90.3 1,548 1,502 27,300 88.2
AIM/ISDX investments
Equities 568 2.1 (235) 76 409 1.3
Listed investments
Equities 46 0.2 - 2 48 0.2
Fixed income - - 1,000 - 1,000 3.2
Total investments 24,864 92.6 2,313 1,580 28,757 92.9
Other net assets 1,974 7.4 217 - 2,191 7.1
Total assets 26,838 100.0 2,530 1,580 30,948 100.0

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 laterstage private businesses and AIM/ISDX quoted companies with established revenue streams and strong growth potential. During the six month period to 31 May 2014, a combination of valuation uplifts, investment returns and realisation proceeds has resulted in a further increase in NAV total return, to 123.90p per share.

During the reporting period the Maven team has continued to source suitable investment opportunities in profitable UK businesses, and the asset base now includes 46 private companies, the majority of which are trading in line with or ahead of plan, and paying a regular yield. This revenue is an important component in your Company's ability to sustain an attractive level of tax-free distributions to Shareholders, and consequently your Board is pleased to declare a dividend of 2.00p per share at the half-year.

Several significant new private companies were added to the portfolio during the six month period. In December 2013, Maven led the management buy-out of R&M Engineering, an oil & gas services business, and in the same month a development capital funding package was provided to specialist tyre manufacturer D Mack. In February 2014, Maven supported the management buy-out of SPS from 4imprint Group and drawdowns commenced on the committed first ranking secured mezzanine loan to Maven Capital (Llandudno).

In March 2014, Maven led an investment in London headquartered ISN Solutions Group, an IT support and services business, and in the following month, supported the buy-in/ management buy-out of RMEC Group.

Dividends

The Board has declared an interim dividend of 2.00p per Ordinary Share, comprising 1.00p of revenue and 1.00p of capital, to be paid on 29 August 2014 to Shareholders on the Register at 8 August 2014. After receipt of the interim dividend, Shareholders who invested in the Company at the outset will have received 41.70p per share in taxfree dividends.

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. Torridon (Gibraltar) has grown to become one of Europe's leading insurers since Maven led a public-to-private transaction in early 2010. Trading through its subsidiary, Elite Insurance, and specialising in legal expenses, professional indemnity and general insurance, the business has demonstrated impressive growth and continues to diversify in the wake of the Jackson Review, which was implemented in April 2013 and impacted on civil litigation costs in England and Wales. The team has successfully expanded the product range, pursuing new lines of general cover such as pet and motor insurance, and expanding into new markets including Germany, France, Italy and Spain.

The financial performance of cash management specialist Cash Bases improved significantly in 2013 on the back of a multi-million pound contract from Tesco PLC for the Company's innovative SMARTtill product. This system provides automated cash management technology and real-time transaction monitoring. Profitability is expected to grow through 2014 as additional orders are placed and new customers are won from a strong pipeline.

Highlights

NAV total return of 123.90p per share at 31 May 2014, up 4.45p (3.7%) from 30 November 2013

NAV at period end of 84.20p per share after payment of the final dividend of 3.25p

Five new investments added to the portfolio

Interim dividend declared of 2.00p per share (2013: 2.00p) Maven Co-invest Exodus, which is invested in Six Degrees Group, was established in 2011 to implement a buy & build strategy for the group, which has now completed 13 acquisitions in the telecommunications and IT sectors. The company is now a broad based telecommunications service sector business centred on the converging of mobile, fixed-line, broadband, internet and IT technology businesses, which delivered annual sales of £51.5 million for the year ended 31 March 2013.

A follow-on investment was made in Glacier Energy Services Group, an oil & gas service business headquartered in Aberdeen that is focused on growth within its core UK market. This investment funded the acquisition of Professional Testing Services, a business which provides a comprehensive range of nondestructive testing services to the oil & gas and renewable sectors.

New Investments

During the period your Company participated in five new private equity transactions, alongside follow-on investments supporting the development of existing portfolio companies.

  • • D Mack, a business based in Carlisle that designs and sells high performance tyres to the motorsport, truck and passenger markets, and which has already established partnership agreements in 72 countries across the world;
  • • R&M Engineering, a long established business that provides integrated engineering services to the North Sea oil & gas industry, with the ability to undertake a full service offering including design, machining and final fabrication. The business plans to expand into new markets through the development of a laser survey & scanning division, to provide a 3D survey capability using advanced scanning technology and software;
  • • SPS (EU), the UK's market leading supplier of branded promotional merchandise, operating from a modern, well invested site in Blackpool is well placed to expand by developing new products into an improving economy;
  • • ISN Solutions, a business headquartered in London that provides consultancy, project management and outsourced IT services to a niche client base in the upstream exploration and production oil & gas sector; and
  • • RMEC Group, a specialist provider of engineering solutions and pressure control equipment to the oil & gas industry.

The following investments have been completed during the period:

Investment
Investment Date Sector cost
£'000
Website
Unlisted
D Mack Limited December 2013 Automobiles
& parts
433 www.dmacktyres.com
Glacier Energy Services Group
Limited
February 2014 Oil equipment
services
133 www.glacier.co.uk
ISN Solutions Group Limited March 2014 Software &
computer services
397 www.isnsolutions.co.uk
Llanllyr Water Company Limited March 2014 Beverages 46 www.llanllyrwater.com
Maven Capital (Llandudno) LLP February 2014 Real estate 274 No website available
Maven Capital (Telfer House) LLP April 2014 Real estate 850 No website available
R&M Engineering Group Limited December 2013 Oil & gas 637 www.rm-engineering.co.uk
RMEC Group Limited April 2014 Oil & gas 446 www.rmecltd.co.uk
SPS (EU) Limited February 2014 Support services 655 www.spseu.com
Total unlisted investment 3,871
Listed fixed income
Treasury Bill 16 June 2014 February 2014 UK government 1,999
Total listed fixed income
investment
1,999
Total investment 5,870

At the period end, the portfolio stood at 59 unlisted and quoted investments at a total cost of £24.9 million.

Realisations

In March 2014, Llanllyr Water Company was sold to a US private company for a combination of cash and secured loan notes, and the mezzanine loan provided to Tuscola (FC100) was repaid in full during May 2014.

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

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

Year first
invested
Complete/
partial exit
Cost of
shares
disposed of
£'000
Value at
30 November
2013
£'000
Sales
proceeds
£'000
Realised
gain/(loss)
£'000
Gain/
(loss) over
November
2013 value
£'000
Unlisted
Airth Capital Limited 2012 Complete 700 700 700 - -
Attraction World
Holdings Limited
2010 Partial 31 31 48 17 17
Ensco 969 Limited
(trading as DPP)
2013 Partial 75 75 75 - -
Kelvinlea Limited 2013 Partial 57 57 57 - -
Llanllyr Water
Company Limited
2002 Complete 172 74 91 (81) 17
Maven Capital
(Telfer House) LLP¹
2014 Complete 850 N/A 854 4 N/A
Torridon (Gibraltar)
Limited (formerly Torridon
Capital Limited)¹
2010 Partial 113 125 113 - (12)
TPL (Midlands) Limited 2007 Complete - - 27 27 27
Tuscola (FC100) Limited
(previously Grangeford
(FC100) Limited)
2012 Complete 275 275 275 - -
Westway Services
Holdings (2010) Limited2
2009 Partial 83 124 83 - (41)
Total unlisted
disposals
2,356 1,461 2,323 (33) 8
AIM/ISDX
Brookwell Limited 2008 Partial - - 8 8 8
Chime
Communications PLC
2009 Partial 33 58 60 27 2
Hasgrove PLC 2006 Partial 13 5 6 (7) 1
Plastics Capital PLC 2007 Partial 131 145 161 30 16
Total AIM/ISDX
disposals
177 208 235 58 27
Listed fixed income
Treasury Bill
16 June 20141
2014 Partial 999 N/A 999 - N/A
Total listed fixed
income disposals
999 N/A 999 - N/A
Total disposals 3,532 1,669 3,557 25 35

¹ Holding acquired and realised during the period.

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

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

Material Developments Since the Period End

Since 31 May 2014, three follow-on investments have been completed in existing portfolio companies including the provision of funding to enable Kelvinlea to acquire Moriond in a transaction that will create synergies in the marketing process for the sale of the remaining residential properties held by both companies. One new private company asset was added to the portfolio when, in June 2014, Maven led a secondary buy-out of Just Trays from Gresham Private Equity. Just Trays is the UK's leading manufacturer of shower trays and related accessories, with all product design, development and production undertaken at its main facility in Leeds.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2013 Annual Report, and are the risks associated with investment in small and medium sized unlisted and AIM/ISDX quoted companies, which by their nature, entail a higher level of risk and lower liquidity than investments in large quoted companies. The valuation of investee companies may be affected by economic conditions and the credit environment, and other risks include legislative, regulatory, adherence to VCT qualifying rules and the effectiveness of the internal controls operated by the Company and the Manager. These risks and procedures are reviewed regularly by your Board and monitored continually by the Manager, and the Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be met.

Whilst your Company and the Manager are registered in England, a number of the investee businesses are located in Scotland, and it is acknowledged that there is some uncertainty arising from the referendum on Scottish independence due to take place on 18 September 2014. Should the vote be for independence, the Board considers that there will be a transition period during which there will be an opportunity to assess the impact and take any appropriate action.

Fund Raising

In September 2013, the Company announced that it planned to raise up to £4 million in a joint Offer for Subscription alongside the other Maven VCTs. The first allotment under the Offer took place on 3 February 2014 when 2,872,393 new Ordinary Shares were issued, and a further allotment of 1,526,733 new Ordinary Shares took place on 5 April 2014. The Offer was fully subscribed by 4 April 2014, and closed on 5 April 2014 in relation to the tax year 2013/14. In consideration of certain provisions contained within The Finance Bill 2014, which could have had adverse tax consequences for the Company and its Shareholders, the Board decided to postpone the issue of new shares under the Offer in respect of the 2014/15 tax year until there was certainty that the allotments could take place without contravening the new rules. HM Treasury has now clarified the operation of the proposed changes to regulations, and the Offer was subsequently closed on 30 May 2014. A final allotment of 654,877 new Ordinary Shares took place on 1 July 2014, using the overallotment facility set out in the Prospectus.

The Company may use the money raised under the Offer to pay dividends and general running costs, thereby preserving for investment purposes an equivalent sum of more valuable 'old money' which operates under more advantageous VCT regulations. The proceeds of the Offer will also provide additional liquidity for the Company to make further laterstage 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. The Board notes that the discount to NAV has widened slightly during the 'close period', and is committed to buying back shares, subject to market conditions, available liquidity and the maintenance of the Company's VCT status. It is intended that Shares will be bought back at prices representing a discount in the range of 5% to 10% to the prevailing NAV per share. No Shares were bought back during the period under review.

VCT Regulatory Developments

The AIFM Directive came into force on 21 July 2011 and was implemented within the UK on 22 July 2013. The Board and the Manager have engaged legal advisers to ensure that the impact of the legislation has been considered fully, and the Directors have taken the decision to register Maven Income and Growth VCT 3 PLC as a self-managed registered AIFM. This will enable the Company to take advantage of the reduced reporting requirements available to small investment companies and avoid the direct and indirect costs of appointing a depositary. The application was submitted on 22 January 2014 and the Company was registered on 22 July 2014. Procedures have been put in place to ensure compliance with the Directive.

The Association of Investment Companies (AIC) has participated in a consultation process to ensure the Government's continued long-term support for the VCT sector by addressing concerns from HM Treasury that enhanced shared buy-back (EBB) schemes conflict with the public policy objectives of VCTs. Whilst it is proposed that the buy-back and cancellation of shares will continue to be permitted, it is the Government's intention that EBBs will be prohibited.

HM Treasury has published draft legislation to address its concerns about the use of share premium accounts to return capital to investors, which will prevent VCTs returning capital within three years of the accounting period in which the shares were issued. These changes are effective from 6 April 2014 but, as the provisions might have affected the ability to pay dividends out of reserves created from the reduction of share premium or capital where a VCT had issued shares of the same class before and after 5 April 2014, the AIC sought clarification on this matter. HMRC has confirmed that it is the intention that the new rule will apply only in respect of returns of capital from shares issued on or after 6 April 2014, and that the draft legislation will be amended prior to receiving Royal Assent.

Distribution of Annual and Interim Reports

A number of Shareholders have expressed an interest in receiving notification, by post or e-mail, that documents including annual and interim reports are available on the Company's website, rather than in hard copy by post, as provided for under the Articles of Association. A letter of request is included with this Interim Report for Shareholders to complete and return to confirm whether or not they wish to take advantage of this facility. It should be noted that the option to receive hard copies of documents will still be available. Those Shareholders who do not respond will be deemed to have given their consent to receiving only postal notifications that documents are available on the website.

Dividend Reinvestment Scheme

The Directors intend to implement a Dividend Reinvestment Scheme through which Shareholders may elect to have their dividends applied to the purchase of new Ordinary Shares issued by the Company under the standing authority conferred by Shareholders at the Annual General Meeting held on 30 April 2014. Shares so issued qualify for tax relief as they are newly issued shares but have the additional advantage that there is no premium payable as would be the case with the issue of new shares under a prospectus. Details of the scheme and an application form will be issued in advance of the payment of the final dividend for the year ending 30 November 2014.

Board of Directors

Your Board has previously intimated its intention to implement a succession plan, and has agreed in principle that it would be advantageous to reduce the number of independent directors by one, from four to three, as part of this process. Atul Devani was appointed to the Board on 5 April 2014, and was subsequently elected as a Director at the Annual General Meeting on 30 April 2014, at which Stephen Wood stood down. Further changes in Board membership are likely to take place within the next two to three years, and confirmation of any future changes to the Board will be communicated fully to Shareholders in due course.

Outlook

Your Company will continue to focus on investing at attractive entry values in established UK businesses that are capable of generating income and have significant potential for capital appreciation. The Board and the Manager believe this strategy continues to be the optimal approach to support a progressive dividend programme and to deliver consistent growth in Shareholder value.

On behalf of the Board Maven Capital Partners UK LLP Secretary

29 July 2014

Investment Portfolio Summary

As at 31 May 2014

Investment Valuation
£'000
Cost
£'000
% of total
assets
% of
equity
held
% of
equity held
by other
clients¹
Unlisted
Torridon (Gibraltar) Limited
(formerly Torridon Capital Limited)
2,272 400 7.4 4.5 35.5
Maven Co-invest Exodus Limited Partnership and
Tosca Penta Exodus Mezzanine Limited Partnership
(invested in Six Degrees Group)
1,857 829 6.1 4.0 14.3
Nenplas Holdings Limited 1,544 1,157 5.1 9.4 23.1
Cash Bases Limited (formerly Deckflat Limited) 1,448 193 4.8 9.5 18.9
Ensco 969 Limited (trading as DPP) 1,302 1,302 4.2 4.8 29.7
Steminic Limited (trading as MSIS) 1,159 673 3.7 9.1 26.8
Camwatch Limited 1,001 1,581 3.2 11.9 31.0
CatTech International Limited 997 627 3.2 6.0 24.0
Intercede (Scotland) 1 Limited
(trading as EFC Group)
880 298 2.8 3.2 25.3
Glacier Energy Services Group Limited 834 686 2.7 2.6 25.0
Lemac No. 1 Limited
(trading as John McGavigan)
809 806 2.6 10.5 26.3
Manor Retailing Limited 750 750 2.4 12.1 37.7
Richfield Engineering Services Limited 750 750 2.4 12.1 37.7
Search Commerce Limited 750 750 2.4 12.1 37.7
HCS Control Systems Group Limited 746 746 2.4 7.0 33.4
Adler & Allan Holdings Limited 738 530 2.4 1.9 4.7
Lambert Contracts Holdings Limited 738 738 2.4 12.6 52.1
SPS (EU) Limited 655 655 2.1 6.5 36.0
TC
Communications Holdings Limited
645 980 2.1 8.3 21.7
R&M Engineering Group Limited 637 637 2.0 8.3 62.3
Venmar Limited (trading as XPD8 Solutions) 625 700 2.0 5.4 29.6
Flexlife Group Limited 597 597 1.9 2.4 12.3
Vodat Communications Group Limited 567 567 1.8 6.6 35.2
Martel Instruments Holdings Limited 563 671 1.8 12.4 31.8
Westway Services Holdings (2010) Limited 540 138 1.7 4.5 17.4
RMEC Group Limited 446 446 1.4 3.4 54.9
D Mack Limited 433 433 1.4 4.8 25.2
ISN Solutions Group Limited 397 397 1.3 4.5 50.5
LCL Hose Limited (trading as Dantec Hose) 358 358 1.2 6.4 23.6
Space Student Living Limited 317 317 1.0 12.6 73.4
Attraction World Holdings Limited 300 23 1.0 6.7 31.7
CHS Engineering Services Limited 291 389 0.9 4.3 19.0
Maven Capital (Llandudno) LLP 275 275 0.9 - -

Investment Portfolio Summary (continued)

As at 31 May 2014

Investment (continued) Valuation
£'000
Cost
£'000
% of total
assets
% of
equity
held
% of
equity held
by other
clients¹
Unlisted
Lawrence Recycling &
Waste Management Limited
260 1,014 0.8 10.0 52.0
Maven Co-invest Fletcher Limited Partnership
(invested in Fletcher Shipping Limited)
212 212 0.7 - -
Claven Holdings Limited 210 82 0.7 14.2 35.8
Kelvinlea Limited 148 148 0.5 9.4 40.6
Maven Co-invest Endeavour Limited Partnership
(invested in Global Risk Partners Limited)
118 118 0.4 4.9 95.1
Moriond Limited 81 36 0.3 11.9 38.1
Llanllyr Water Company Limited 46 46 0.1 - -
Other unlisted investments 4 1,810 -
Total unlisted investments 27,300 23,865 88.2
Quoted
Plastics Capital PLC 166 122 0.6 0.5 1.4
Chime Communications PLC 68 35 0.3 - -
Tangent Communications PLC 59 79 0.2 0.2 1.7
esure 48 - 0.2 - -
Cello Group PLC 45 54 0.1 0.1 0.4
Work Group PLC 19 201 - 0.9 2.2
Vianet Group PLC
(formerly Brulines Group PLC)
18 31 0.1 0.1 1.4
Brookwell Limited 14 29 - - -
Hasgrove PLC 11 30 - 0.1 0.3
Other quoted investments 9 438 -
Total quoted investments 457 1,019 1.5
Listed fixed income
Treasury Bill 16 June 2014 1,000 999 3.2
Total investments 28,757 25,883 92.9

¹ Other clients of Maven Capital Partners UK LLP.

Analysis of Unlisted and Quoted Portfolio

As at 31 May 2014

Unlisted Quoted Total
Industrial sector valuation
£'000
% valuation
£'000
% valuation
£'000
%
Support services 7,207 26.0 43 0.2 7,250 26.2
Oil & gas 5,690 20.5 - - 5,690 20.5
Telecommunication services 3,426 12.4 3 - 3,429 12.4
Insurance 2,272 8.2 48 0.2 2,320 8.4
Construction & building materials 2,282 8.2 - - 2,282 8.2
Automobiles & parts 1,242 4.5 - - 1,242 4.5
Software & computer services 1,147 4.1 79 0.3 1,226 4.4
Chemicals 1,096 3.9 - - 1,096 3.9
General Retailers 750 2.7 - - 750 2.7
Engineering & machinery 750 2.7 - - 750 2.7
Electronic & electrical equipment 563 2.0 - - 563 2.0
Real estate 504 1.8 - - 504 1.8
Banks 210 0.8 - - 210 0.8
Household goods & textiles - - 166 0.5 166 0.5
Speciality & other finance 118 0.4 - - 118 0.4
Media & entertainment - - 114 0.4 114 0.4
Beverages 43 0.2 - - 43 0.2
Investment companies - - 4 - 4 -
Total 27,300 98.4 457 1.6 27,757 100.0

Valuation by Industry Group

Analysis of Unlisted and Quoted Portfolio (continued) As at 31 May 2014

Deal type Number Valuation
£'000
%
Unlisted
MBO 19 11,669 41.9
Replacement capital 4 3,595 13.0
Buy & build 3 3,519 12.7
Buy-in/management buy-out 4 2,906 10.5
Development capital 9 2,680 9.7
Acquisition finance 4 2,398 8.6
Mezzanine 2 487 1.8
Early stage 1 46 0.2
Total unlisted 46 27,300 98.4
Quoted 13 457 1.6
Total unlisted and quoted 59 27,757 100.0

Valuation by Deal Type

Financial Statements

  • 19 Income Statement
  • 19 Reconciliation of Movements in Shareholders' Funds
  • 20 Balance Sheet
  • 21 Cash Flow Statement
  • 22 Notes to the Financial Statements

Income Statement

For the Six Months Ended 31 May 2014

Six months to 31 May 2014
(unaudited)
Six months to 31 May 2013
(unaudited)
Year ended 30 November 2013
(audited)
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Gains on investments - 1,580 1,580 - 793 793 - 1,443 1,443
Income from investments 633 - 633 663 - 663 1,425 - 1,425
Other income 2 - 2 2 - 2 4 - 4
Investment management fees (70) (281) (351) (64) (257) (321) (131) (523) (654)
Other expenses (141) - (141) (137) - (137) (404) - (404)
Net return on ordinary
activities before taxation
424 1,299 1,723 464 536 1,000 894 920 1,814
Tax on ordinary activities (42) 28 (14) (43) 26 (17) (182) 114 (68)
Return attributable to
Equity Shareholders
382 1,327 1,709 421 562 983 712 1,034 1,746
Earnings per share (pence) 1.10 3.83 4.93 1.33 1.78 3.11 2.22 3.23 5.45

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 31 May 2014

Six months ended
31 May 2014
(unaudited)
£'000
Six months ended
31 May 2013
(unaudited)
£'000
Year ended
30 November 2013
(audited)
£'000
Opening Shareholders' funds 26,838 25,745 25,745
Net Return 1,709 983 1,746
Proceeds of share issue 3,595 1,433 1,429
Repurchase and
cancellation of shares
- (221) (449)
Dividends paid - revenue (367) (327) (653)
Dividends paid - capital (827) (654) (980)
Closing Shareholders' funds 30,948 26,959 26,838

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

Balance Sheet

As at 31 May 2014

31 May 2014
(unaudited)
£'000
31 May 2013
(unaudited)
£'000
30 November 2013
(audited)
£'000
Fixed assets
Investments 28,757 23,047 24,864
Current assets
Debtors 704 721 699
Cash and overnight deposits 1,589 3,352 1,393
2,293 4,073 2,092
Creditors
Amounts falling due within one year (102) (161) (118)
Net current assets 2,191 3,912 1,974
Net assets 30,948 26,959 26,838
Capital and reserves
Called up share capital 3,673 3,263 3,233
Share premium account 9,832 6,680 6,677
Capital reserve - realised (4,037) (1,576) (2,982)
Capital reserve - unrealised 2,877 (230) 1,322
Distributable reserve 17,128 17,356 17,128
Capital redemption reserve 642 613 642
Revenue reserve 833 853 818
Net assets attributable to
Ordinary Shareholders
30,948 26,959 26,838
Net asset value per Ordinary Share (pence) 84.2 82.6 83.0

The financial statements of Maven Income and Growth VCT 3 PLC, registered number 04283350, were approved by the Board and were signed on its behalf by:

Gregor Michie Director

29 July 2014

Cash Flow Statement

For the Six Months Ended 31 May 2014

Six months ended
31 May 2014
(unaudited)
£'000
Six months ended
31 May 2013
(unaudited)
£'000
Year ended
30 November 2013
(audited)
£'000
Operating activities
Investment income received 604 604 1,412
Deposit interest received 2 2 4
Investment management fees paid (351) (321) (654)
Secretarial fees paid (52) (50) (101)
Directors expenses paid (43) (33) (76)
Other cash payments (75) (54) (216)
Net cash inflow from
operating activities
85 148 369
Taxation
Corporation tax - - (106)
Financial investment
Purchase of investments (5,870) (12,544) (16,469)
Sale of investments 3,580 10,872 13,607
Net cash outflow from
financial investment
(2,290) (1,672) (2,862)
Equity dividends paid (1,194) (981) (1,633)
Net cash outflow before financing (3,399) (2,505) (4,232)
Financing
Issue of ordinary shares 3,595 1,433 1,429
Repurchase of ordinary shares - (221) (449)
Net cash inflow from financing 3,595 1,212 980
Increase/(decrease) in cash 196 (1,293) (3,252)

Notes to the Financial Statements

For the Six Months Ended 31 May 2014

1. Accounting Policies

The financial information for the six months ended 31 May 2014 and the six months ended 31 May 2013 comprises nonstatutory accounts within the meaning of section 435 of the Companies Act 2006. The financial information contained in this report has been prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended 30 November 2013, which have been filed at Companies House and which contained an Auditors' report which was not qualified and did not contain a statement under s498(2) or s498(3) of the Companies Act 2006.

2.
Movement in Reserves
Share
premium
account
£'000
Capital
reserve
realised
£'000
Capital
reserve
unrealised
£'000
Distributable
reserve
£'000
Capital
redemption
reserve
£'000
Revenue
reserve
£'000
At 30 November 2013 6,677 (2,982) 1,322 17,128 642 818
Gains on sales of investments - 25 - - - -
Net increase in value of investments - - 1,555 - - -
Investment management fees - (281) - - - -
Dividends paid - (827) - - - (367)
Tax effect of capital items - 28 - - - -
Repurchase and cancellation of shares - - - - - -
Share Issue - 2014 3,155 - - - - -
Net return on ordinary activities
after taxation
- - - - - 382
At 31 May 2014 9,832 (4,037) 2,877 17,128 642 833
3.
Returns per Ordinary Share
Ordinary Shares
Six months ended
31 May 2014
£'000
Six months ended
31 May 2013
£'000
Year ended
30 November 2013
£'000
The return per ordinary share is
based on the following figures:
Revenue return 382 421 712
Capital return 1,327 562 1,034
Total return 1,709 983 1,746
Weighted average number of
ordinary shares in issue
34,652,769 31,626,786 32,046,681
Revenue return per ordinary share 1.10p 1.33p 2.22p
Capital return per ordinary share 3.83p 1.78p 3.23p
Return per ordinary share 4.93p 3.11p 5.45p

The Net Asset Value per Ordinary Share has been calculated using the number of shares in issue at 31 May 2014 of 36,735,590.

General Information

  • 24 Directors' Responsibility Statement
  • 25 Your Notes

Directors' Responsibility Statement

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

  • the Financial Statements for the six months ended 31 May 2014 have been prepared in accordance with applicable accounting standards and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies' issued in January 2009;
  • the Interim Management Report includes a fair review of the information required by DTR 4.2.7R in relation to the indication of important events during the first six months, and of the principal risks and uncertainties facing the Company during the second six months, of the year ending 30 November 2014; and
  • the Interim Management Report includes adequate disclosure of the information required by DTR 4.2.8R in relation to material related party transactions and any changes therein.

On behalf of the Board Maven Capital Partners UK LLP Secretary

29 July 2014

Your Notes

Your Notes

Contact Information

Directors Gregor Michie (Chairman)
Alec Craig
Bill Nixon
Andrew Murison
Atul Devani
Manager and Secretary Maven Capital Partners UK LLP
Kintyre House
205 West George Street
Glasgow G2 2LW
Telephone: 0141 306 7400
E-mail: [email protected]
Registered Office Fifth Floor
1-2 Royal Exchange Buildings
London
EC3V 3LF
Registered in England and Wales C ompany Registration Number: 04283350
Website www.mavencp.com/migvct3
Registrars Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Website: www.capitaassetservices.com
Shareholder Portal: www.capitashareportal.com
Shareholder Helpline: 0871 664 0324
(Calls cost 10p per minute plus network extras;
lines are open 8.30 am until 5.30 pm, Monday to Friday)
Auditor Deloitte LLP
Bankers J P Morgan Chase Bank
Stockbrokers Shore Capital Stockbrokers Limited
020 7647 8132

Maven Capital Partners UK LLP Kintyre House 205 West George Street Glasgow G2 2LW

Tel 0141 306 7400

Authorised and Regulated by The Financial Conduct Authority

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