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MAVEN INCOME AND GROWTH VCT 3 PLC

Interim / Quarterly Report Jun 30, 2015

4814_ir_2015-06-30_9b93c7f8-6695-40dd-bf4a-b13d31c46c47.pdf

Interim / Quarterly Report

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MAVEN INCOME AND GROWTH VCT 4 PLC

Interim Report For the Six Months Ended 30 June 2015

Corporate Summary

Maven Income and Growth VCT 4 PLC is a venture capital trust (VCT) and its shares are listed on the Premium segment of the Official List and traded on the main market of the London Stock Exchange. It has one class of share and was incorporated on 26 August 2004.

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 Company's 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.

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 Stockbroker to the Company is Shore Capital Stockbrokers (020 7647 8132).

Recommendation of Non-mainstream Investment Products

The Company currently conducts its affairs so that the shares issued by it can be recommended by authorised 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 VCTs and the returns to investors are predominantly based on investments in private companies or publicly quoted securities.

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 that 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

  • 5 Financial Highlights
  • 7 Summary of Investment Changes
  • 8 Interim Review
  • 14 Investment Portfolio Summary
  • 16 Analysis of Unlisted and Quoted Portfolio
  • 19 Income Statement (For the Six Months Ended 30 June 2015) Reconciliation of Movements in Shareholders' Funds (For the Six Months Ended 30 June 2015) 20 Income Statement (For the Six Months Ended 30 June 2014) Reconciliation of Movements in Shareholders' Funds (For the Six Months Ended 30 June 2014) 21 Income Statement (For the Year Ended 31 December 2014) Reconciliation of Movements in Shareholders' Funds (For the Year Ended 31 December 2014) 22 Balance Sheet
  • 23 Cash Flow Statement
  • 24 Notes to the Financial Statements
  • 26 Directors' Responsibility Statement

Interim Review

  • Financial Highlights
  • Summary of Investment Changes
  • Interim Review
  • Investment Portfolio Summary
  • Analysis of Unlisted and Quoted Portfolio

Financial Highlights

Financial History - Ordinary Shares

30 June
2015
31 December
2014
30 June
2014
Net asset value (NAV) £33,242,000 £31,138,000 £27,982,000
NAV per Ordinary Share 98.60p 97.20p 96.90p
Dividends paid to date 36.95p 34.05p 31.95p
NAV total return per share1 135.55p 131.25p 128.85p
Share price2 84.00p 87.00p 88.25p
Discount to NAV 14.81% 10.49% 8.93%
Ordinary Shares in issue 33,702,502 32,049,188 28,873,273

1 Sum of current NAV per share and dividends paid to date (excluding initial tax relief).

2 Mid-market price (Source: Bloomberg).

NAV Total Return Performance – Ordinary Shares

The above chart shows the NAV total return per Ordinary Share as at 31 December in each year, except 2015 which is as at 30 June 2015.

Dividends that have been declared but not yet paid are included in the NAV at the balance sheet date.

Dividends - Ordinary Shares

Year ended December Payment date Interim/final Rate (p)
2006-2010 18.80
2011 27 September 2011 Interim 1.50
30 May 2012 Final 2.50
2012 28 September 2012 Interim 1.75
22 March 2013 Second interim 2.75
2013 27 September 2013 Interim 2.00
30 May 2014 Final 2.65
2014 26 September 2014 Interim 2.10
5 June 2015 Final 2.90
Total dividends paid 36.95
2015 25 September 2015 Declared interim 2.20
Total dividends paid or declared 39.15

On 25 March 2013, S Shares were redesignated as Ordinary Shares with 804,028 bonus Ordinary Shares being issued. As a result, previous holders of S Shares held 1.1528 Ordinary Shares for every S Share held on the relevant record date, rounded down to the nearest whole share.

On 30 September 2014 the C Ordinary Shares were consolidated into Ordinary Shares. As a result, 3,863,876 C Ordinary Shares were re-designated as 3,077,827 Ordinary Shares (based on a conversion ratio of 0.7968 per C Ordinary Share, rounded down to the nearest whole share).

Summary of Investment Changes

For the Six Months Ended 30 June 2015

£'000 Valuation
31 December 2014
%
Net investment/
(disinvestment)
£'000
Appreciation/
(depreciation)
£'000
£'000 Valuation
30 June 2015
%
Unlisted investments
Equities 11,028 35.4 (1,284) 1,208 10,952 32.9
Preference shares 3 - (5) 2 - -
Loan stock 14,792 47.5 (587) 72 14,277 42.9
25,823 82.9 (1,876) 1,282 25,229 75.8
AIM/ISDX investments
Equities 457 1.5 202 130 789 2.4
Listed investments
Equities 19 0.1 - 4 23 0.1
UK treasury bills 2,997 9.6 544 7 3,548 10.7
Total investments 29,296 94.1 (1,130) 1,423 29,589 89.0
Other net assets 1,842 5.9 1,811 - 3,653 11.0
Total assets 31,138 100.0 681 1,423 33,242 100.0

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 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.

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 98.60p 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)

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 reporting 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.flow-communications.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 received during the reporting period:

Year
first invested
Complete/
partial
exit
Cost of
shares
disposed
of
£'000
Value
at 31
December
2014
£'000
Sales
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 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 e15 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 (DIS)

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

Investment Portfolio Summary

As at 30 June 2015

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)
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

Investment Portfolio Summary (continued) As at 30 June 2015

Investment Valuation £'000 Cost £'000 % of total assets % of equity held % of equity held by other clients¹ Unlisted (continued) 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 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.

Analysis of Unlisted and Quoted Portfolio

As at 30 June 2015

Unlisted
valuation
Quoted
valuation
Total
Valuation
Industry sector £'000 % £'000 % £'000 %
Support services 5,394 20.7 51 0.2 5,445 20.9
Energy services 4,340 16.7 - - 4,340 16.7
Insurance 2,586 9.9 23 0.1 2,609 10.0
Telecommunication services 2,237 8.6 2 - 2,239 8.6
Construction & building materials 1,598 6.1 - - 1,598 6.1
Health 1,260 4.8 14 0.1 1,274 4.9
Real estate 1,187 4.6 - - 1,187 4.6
Diversified industrials 1,173 4.5 - - 1,173 4.5
Automobiles & parts 1,152 4.4 - - 1,152 4.4
Software & computer services 795 3.1 352 1.3 1,147 4.4
Pharmaceuticals & biotechnology 612 2.4 219 0.9 831 3.3
Household goods & textiles 686 2.6 82 0.3 768 2.9
Electronic & electrical equipment 750 2.9 - - 750 2.9
Engineering & machinery 600 2.3 - - 600 2.3
Chemicals 398 1.5 - - 398 1.5
Speciality & other finance 232 0.9 - - 232 0.9
General retailers 229 0.9 - - 229 0.9
Media & entertainment - - 67 0.2 67 0.2
Investment companies - - 2 - 2 -
Total 25,229 96.9 812 3.1 26,041 100.0

17 Interim Management Report Valuation Analysis of Unlisted and Quoted Portfolio (continued)

Deal type Number £'000 %
Unlisted
Management buy-out 15 8,124 31.2
Development capital 14 4,039 15.5
Replacement capital 5 3,240 12.4
Acquisition finance 6 2,699 10.4
Buy-in/management buy-out 3 2,560 9.8
Buy & build 3 2,366 9.1
Refinancing 1 1,067 4.1
Mezzanine 1 575 2.2
Management buy-in 1 559 2.2
Total unlisted 49 25,229 96.9
Quoted 15 812 3.1
Total unlisted and quoted 64 26,041 100.0

Valuation by Deal Type

As at 30 June 2015

Management buy-out Development capital Replacement capital Acquisition finance Buy-in/management buy-out Quoted Management buy-in Mezzanine Refinancing Buy & build

Financial Statements

  • 19 Income Statement (For the Six Months Ended 30 June 2015) Reconciliation of Movements in Shareholders' Funds (For the Six Months Ended 30 June 2015)
  • 20 Income Statement (For the Six Months Ended 30 June 2014) Reconciliation of Movements in Shareholders' Funds
  • (For the Six Months Ended 30 June 2014) 21 Income Statement (For the Year Ended 31 December 2014)

Reconciliation of Movements in Shareholders' Funds (For the Year Ended 31 December 2014)

  • 22 Balance Sheet
  • 23 Cash Flow Statement
  • 24 Notes to the Financial Statements

For the Six Months Ended 30 June 2015

Ordinary Shares
(unaudited)
Revenue
£'000
Capital
£'000
Total
£'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

Income Statement

For the Six Months Ended 30 June 2014

Ordinary
Shares
(unaudited)
C Ordinary
Shares
(unaudited)
TOTAL
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Gains/(losses)
on investments
- 275 275 - (657) (657) - (382) (382)
Income from investments 560 - 560 31 - 31 591 - 591
Investment
management fees
(84) (335) (419) (9) (37) (46) (93) (372) (465)
Other expenses (131) - (131) (20) - (20) (151) - (151)
Net return on ordinary
activities before taxation
345 (60) 285 2 (694) (692) 347 (754) (407)
Tax on ordinary activities (33) 33 - - - - (33) 33 -
Return attributable to
equity shareholders
312 (27) 285 2 (694) (692) 314 (721) (407)
Earnings per share (pence) 1.1 (0.1) 1.0 - (17.9) (17.9) 1.1 (18.0) (16.9)

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

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

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

Reconciliation of Movements in Shareholders' Funds

For the Six Months Ended 30 June 2014

Ordinary Shares
(unaudited)
£'000
C Ordinary Shares
(unaudited)
£'000
Total
£'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

Income Statement

For the Year Ended 31 December 2014

Revenue
£'000
Capital
£'000
Ordinary
Shares
(audited)
Total
£'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 Shares
(audited)
£'000
C Ordinary Shares
(audited)
£'000
Total
£'000
Opening Shareholders' funds 25,340 3,631 28,971
C Ordinary Shares 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

Balance Sheet

As at 30 June 2015

30 June 2015
(unaudited)
30 June 2014
(unaudited)
31 December 2014
(audited)
Ordinary
Shares
£'000
Ordinary
Shares
£'000
C Ordinary
Shares
£'000
Total
£'000
Ordinary
Shares
£'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

Cash Flow Statement

For the Six Months Ended 30 June 2015

Six months ended
30 June 2015
(unaudited)
Ordinary
Shares
£'000
Ordinary
Shares
£'000
C Ordinary
Shares
£'000
Six months ended
30 June 2014
(unaudited)
Total
£'000
Year ended
31 December 2014
(audited)
Ordinary
Shares
£'000
Operating activities
Investment income received 680 493 31 524 1,323
Deposit interest received - 2 - 2 2
Investment management fees paid (579) (564) (46) (610) (1,092)
Secretarial fees paid (39) (40) (6) (46) (93)
Directors' fees paid (35) (34) (5) (39) (73)
Other cash payments/receipts (80) (90) 24 (66) (20)
Net cash (outflow)/inflow
from operating activities
(53) (233) (2) (235) 47
Taxation
Corporation tax - - - -
Financial investment
Purchase of investments (8,597) (8,224) (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 (1,044) (51) (1,095) (1,574)
Equity dividends paid (982) (773) - (773) (1,391)
Net cash inflow/(outflow)
before financing
146 (2,050) (53) (2,103) (2,918)
Financing
Issue of Ordinary Shares 2,010 3,599 - 3,599 4,093
Merger costs (20) - - - (3)
Repurchase of Ordinary Shares (382) (469) - (469) (861)
Net cash inflow from financing 1,608 3,130 - 3,130 3,229
Increase/(decrease) in cash 1,754 1,080 (53) 1,027 311

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 nonstatutory 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.

Movement in Reserves
Ordinary Shares
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
Loss on sales 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
At 30 June 2015 19,457 (2,375) 2,502 9,239 274 775
3.
Return per Ordinary Share
Ordinary Shares
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

General Information

26 Directors' Responsibility Statement

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.

On behalf of the Board Maven Capital Partners UK LLP Secretary

28 August 2015

Contact Information

Directors Ian Cormack (Chairman)
Malcolm Graham-Wood
Bill Nixon
Steven Scott
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 Kintyre House
205 West George Street
Glasgow G2 2LW
Registered in Scotland Company Registration Number: SC272568
Website www.mavencp.com/migvct4
Registrars Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Website www.capitaassetservices.com
Shareholder Portal www.capitashareportal.com
Shareholder Helpline: 0333 300 1566
(Lines are open 9 am until 5.30 pm, Monday to Friday excluding
public holidays in England and Wales. Calls are charged at the
standard geographic rate and will vary by provider. Calls from outside
the United Kingdom should be made to +44 208 639 3399 and will
be charged at the applicable international rate.)
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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