Interim / Quarterly Report • Jul 31, 2015
Interim / Quarterly Report
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Interim Report For the Six Months Ended 31 July 2015
Maven Income and Growth VCT 2 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 4 January 2001.
The Company aims to achieve long term capital appreciation and generate maintainable levels of income for Shareholders.
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.
Shares in the Company can be purchased and sold in the market through a stockbroker. For qualifying investors buying shares on the open market:
The Broker to the Company is Shore Capital Stockbrokers (020 7647 8132).
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.
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:
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
Analysis of Unlisted and Quoted Portfolio
Income Statement
Notes to the Financial Statements
Directors' Responsibility Statement
Financial History
| 31 July 2015 |
31 January 2015 |
31 July 2014 |
|
|---|---|---|---|
| Net asset value (NAV) | £25,701,000 | £20,834,000 | £20,339,000 |
| NAV per Ordinary Share | 62.60p | 60.80p | 59.20p |
| Dividends paid to date | 32.47p | 30.32p | 28.47p |
| NAV total return per share1 | 95.07p | 91.12p | 87.67p |
| Share price2 | 52.25p | 54.00p | 53.88p |
| Discount to NAV | 16.53% | 11.18% | 8.99% |
| Ordinary Shares in issue | 41,089,617 | 34,243,932 | 34,338,964 |
1 Sum of current NAV per share and dividends paid to date (excluding initial tax relief).
2 Mid-market price (Source: Bloomberg).
The above chart shows the NAV total return per share as at 31 January in each year, except 2016 which is at 31 July 2015. Dividends that have been declared but not yet paid are included in the NAV at the balance sheet date.
| Year ended 31 January | Payment date | Interim/final/special | Rate (p) |
|---|---|---|---|
| 2002-2011 | Total | 18.12 | |
| 2012 | 11 November 2011 | Interim | 1.50 |
| 22 June 2012 | Final | 1.50 | |
| 2013 | 9 November 2012 | Interim | 1.75 |
| 21 June 2013 | Final | 1.75 | |
| 2014 | 1 November 2013 | Interim | 1.85 |
| 20 June 2014 | Final | 2.00 | |
| 2015 | 31 October 2014 | Interim | 1.85 |
| 26 June 2015 | Final | 2.15 | |
| Total dividends paid | 32.47 | ||
| 2016 | 30 October 2015 | Declared interim | 2.00 |
| 30 October 2015 | Declared special | 10.00 | |
| Total dividends paid or declared | 44.47 |
For the Six Months Ended 31 July 2015
| Valuation 31 January 2015 |
Net investment/ (disinvestment) |
Appreciation/ (depreciation) |
Valuation 31 July 2015 |
|||
|---|---|---|---|---|---|---|
| £'000 | % | £'000 | £'000 | £'000 | % | |
| Unlisted investments | ||||||
| Equities | 9,806 | 47.1 | (1,457) | 1,887 | 10,236 | 39.8 |
| Preference shares | 4 | - | (6) | 3 | 1 | - |
| Loan stock | 8,688 | 41.7 | 375 | 27 | 9,090 | 35.4 |
| 18,498 | 88.8 | (1,088) | 1,917 | 19,327 | 75.2 | |
| AIM/ISDX investments | ||||||
| Equities | 167 | 0.8 | - | (10) | 157 | 0.6 |
| Listed investments | ||||||
| Equities | 11 | 0.1 | - | 3 | 14 | 0.1 |
| UK treasury bills | 1,000 | 4.8 | 4,042 | 5 | 5,047 | 19.6 |
| Total investments | 19,676 | 94.5 | 2,954 | 1,915 | 24,545 | 95.5 |
| Other net assets | 1,158 | 5.5 | (2) | - | 1,156 | 4.5 |
| Total assets | 20,834 | 100.0 | 2,952 | 1,915 | 25,701 | 100.0 |
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 July 2015, this strategy has delivered a further increase in NAV total return, to 95.07p per share.During the
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 45 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 2.00p 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 shortlisted at the 2015 unquote" British Private Equity Awards in the VCT House of the Year category, whilst the 3.8 times cost exit from EFC Group achieved for your Company has been nominated for VCT Exit of the Year.
The Board has declared an increased interim dividend of 2.00p per Ordinary Share, comprising 0.80p of revenue and 1.20p of capital, to be paid on 30 October 2015 to Shareholders on the Register at 2 October 2015. Following a number of profitable recent realisations, the Directors are pleased to declare a special dividend of 10.0p for payment alongside the interim dividend.
Since the Company's launch, and after receipt of the interim and special dividends, Shareholders will have received 44.47p per share in tax-free dividends. The effect of paying these dividends will be to reduce the NAV of the Company by the total cost of the distributions.
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.
The financial performance of cash management specialist Cash Bases Group improved significantly in 2013 on the back of a multi-million pound contract from Tesco PLC for the company's innovative SMARTtill product, which provides automated cash management technology and real-time transaction monitoring. Profitability levels were maintained throughout 2014, and several SMARTtill trials and pilots are taking place in both the UK and Europe which management are confident will result in further customers being secured. An offer for the business, the sale of which completed subsequent to the period end, resulted in an uplift in the valuation of the investment.
Westway Services Holdings, 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
NAV total return of 95.07p per share at 31 July 2015, up from 91.12p at 31 January 2015
NAV at period end of 62.60p per share after payment of the final dividend of 2.15p per share
Five new investments added to the portfolio
Realisation of Steminic for a total return of 3.3 times cost
Exit from Six Degrees Group generating a total return multiple of 2.1 times cost
Increased interim dividend declared of 2.00p per share (2014: 1.85p) along with a special dividend of 10.00p per share.
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 BKU awards in July 2015.
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.
A follow-on investment was made in May 2015 to support the expansion strategy of Claven Holdings, which is now the largest provider of field support services in the UK. The group has a network of 250 field agents who undertake personal customer visits, using a state-of-the-art case management system, and enable lenders to engage directly with customers to resolve payment arrears.
In light of strong trading performance across the larger and more valuable assets, your Board has taken the opportunity to apply some prudent minor provisions against a small number of investments within the portfolio. Your Board and the Manager continue to be mindful of the possible effects of the enduring low oil price on those companies that operate in the oil & gas market and believe that the valuations of such companies remain fair and reasonable. Following the profitable sale of Steminic during the reporting period your Company's exposure to this sector has been reduced.
During the period, alongside the provision of funding to support the development of an existing portfolio asset, your Company participated in two new investments in established private companies:
Additionally, your Company invested in three businesses incorporated by Maven in the food producers & processors, telecommunication services and technology sectors.
The following investments have been completed during the reporting period:
| Investment cost |
||||
|---|---|---|---|---|
| Investment | Date | Sector | £'000 | Website |
| Unlisted | ||||
| Castlegate 737 Limited (trading as Cursor Controls) |
July 2015 | Engineering & machinery | 225 | www.cursorcontrols.com |
| Claven Holdings Limited | May 2015 | Speciality & other finance | 81 | No website available |
| Constant Progress Limited | July 2015 | Food producers & processors | 400 | No website available |
| Equator Capital Limited | July 2015 | Telecommunication services | 400 | No website available |
| Flow UK Holdings Limited | March 2015 | Software & computer services | 374 | www.flow-communications.co.uk |
| Toward Technology Limited | July 2015 | Technology | 400 | No website available |
| Total unlisted investment | 1,880 | |||
| UK treasury bills | ||||
| Treasury Bill 18 May 2015 | April 2015 | UK government | 1,000 | |
| Treasury Bill 29 June 2015 | April 2015 | UK government | 583 | |
| Treasury Bill 20 July 2015 | March 2015 | UK government | 3,547 | |
| Treasury Bill 14 September 2015 | June 2015 | UK government | 5,046 | |
| Total UK treasury bills investment |
10,176 | |||
| Total investment | 12,056 |
At the period end, the portfolio stood at 58 unlisted and quoted investments at a total cost of £14.4 million.
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 threefold during the period of investment.
Also in June, funds affiliated with Boston-based private equity firm Charlesbank Capital Partners entered into an agreement to acquire Six Degrees Group; exit proceeds were received just prior to the period end, achieving a 2.1 times total return over the holding period.
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 and deferred considerations received during the reporting period:
| Year first invested |
Complete/ partial exit |
Cost of shares disposed of £'000 |
Value at 31 January 2015 £'000 |
Sales proceeds £'000 |
Realised gain/ (loss) £'000 |
Gain/(loss) over January 2015 value £'000 |
|
|---|---|---|---|---|---|---|---|
| Unlisted | |||||||
| Box Holdco Limited | 2009 | Complete | 4 | 4 | 17 | 13 | 13 |
| Llanllyr Water Company Limited | 2002 | Complete | 20 | 17 | 20 | - | 3 |
| Manor Retailing Limited | 2013 | Complete | 110 | 110 | 110 | - | - |
| Maven Co-invest Endeavour Limited Partnership (invested in Global Risk Partners) |
2013 | Partial | 17 | 17 | 17 | - | - |
| Maven Co-invest Exodus Limited Partnership and Tosca Penta Exodus Mezzanine Limited Partnership (invested in Six Degrees Group)¹ |
2011 | Complete | 454 | 1,018 | 804 | 350 | (214) |
| Nenplas Holdings Limited | 2013 | Partial | 268 | 268 | 268 | - | - |
| Richfield Engineering Services Limited | 2013 | Complete | 365 | 365 | 365 | - | - |
| Search Commerce Limited | 2013 | Complete | 110 | 110 | 110 | - | - |
| Steminic Limited¹ | 2007 | Complete | 634 | 926 | 1,257 | 623 | 331 |
| Total unlisted disposals | 1,982 | 2,835 | 2,968 | 986 | 133 | ||
| UK treasury bills | |||||||
| Treasury Bill 16 March 2015 | 2014 | Complete | 998 | 999 | 1,000 | 2 | 1 |
| Treasury Bill 18 May 2015 | 2015 | Complete | 1,000 | N/A | 1,000 | - | N/A |
| Treasury Bill 29 June 2015 | 2015 | Complete | 583 | N/A | 584 | 1 | N/A |
| Treasury Bill 20 July 2015 | 2015 | Complete | 3,547 | N/A | 3,550 | 3 | N/A |
| Total UK treasury bill disposals | 6,128 | 999 | 6,134 | 6 | 1 | ||
| Total disposals | 8,110 | 3,834 | 9,102 | 992 | 134 |
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 £198,000 (cost £198,000). This had no effect on the NAV as a full provision had been made in earlier periods.
In August 2015, Maven realised the investment in Cash Bases Group following its merger with US company APG Cash Drawer LLC (APG), achieving a 7.1 times total return over the holding period. Maven clients funded the management buy-out of Cash Bases in 2004 and the Manager has worked closely with the management team to accelerate the company's growth by targeting new customers and expansion into overseas markets. The union with APG has created a global and market leading cash management solutions business that will be able to deliver innovative technologies to an international client base. The aggregate proceeds received have been reflected in the NAV as at 31 July 2015.
The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2015 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.
In October 2014 the Company announced that it planned to raise up to £4 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 6,125,498 new Ordinary Shares were issued, and a further allotment of 675,940 new Ordinary Shares took place on 13 April.
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 Offer 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.
Shareholders have given the Board authority to buy back Ordinary 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, Ordinary Shares will be bought back at prices representing a discount of between 10% and 20% to the prevailing NAV per share. No Ordinary Shares were bought back during the period under review.
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 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. The Manager is engaged in a consultation process with HM Treasury alongside other leading VCT managers and the AIC.
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 the total of £181,000 received has been reflected in the Financial Statements.
Shareholders are able to elect to receive postal or e-mail notification 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 notification 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 notification 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.
On 24 August 2015 the Board announced that, under the Terms and Conditions of the Company's DIS which allow the Directors to suspend or terminate its operation without prior notice and revert to making monetary payments to all Participants, the Directors had resolved that, in light of the investment restrictions proposed in the Government's July 2015 Budget, the DIS was to be suspended with immediate effect. This will 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, until further notice, all future dividends will be paid to Shareholders by either cheque or direct bank transfer using existing mandate instructions.
Your Board has previously intimated its intention to implement a succession plan and, having confirmed his intention to do so in the 2015 Annual Report, Charles Nicolson stood down as a Director at the conclusion of the Annual General Meeting held on 17 June 2015, with John Lawrence succeeding him in the role of Chairman. David MacLellan stood down as a Director with effect from 16 September 2015, with Peter Linthwaite being appointed in his place. Peter is managing partner of 350 Investment Partners LLP, an FCA authorised and regulated venture capital fund management company, and is also advisor to The Royal London Mutual Insurance Society Limited for its private equity investments. Previously, he held a consultancy role advising the British Venture Capital Association and was its chief executive from 2005 to 2007. Peter will stand for reelection at the AGM to be held in 2016, being the first following his appointment.
Your Board and the Manager would like to take this opportunity to thank Charles and David for the valued contributions that they have made since the inception of your Company, and to wish them both well for the future.
Your Company will continue to 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 30 September 2015
As at 31 July 2015
| Investment | Valuation £'000 |
Cost £'000 |
% of total assets |
% of equity held |
% of equity held by other clients¹ |
|---|---|---|---|---|---|
| Unlisted | |||||
| Cash Bases Group Limited | 5,257 | 385 | 20.4 | 18.9 | 9.5 |
| Nenplas Holdings Limited | 1,423 | 525 | 5.4 | 6.6 | 25.9 |
| Torridon (Gibraltar) Limited (formerly Torridon Capital Limited) |
1,128 | 198 | 4.3 | 2.2 | 37.8 |
| Westway Services Holdings (2014) Limited | 599 | 304 | 2.2 | 2.1 | 24.3 |
| Lemac No. 1 Limited (trading as John McGavigan) |
532 | 376 | 2.1 | 4.9 | 31.9 |
| Glacier Energy Services Holdings Limited | 527 | 434 | 2.1 | 1.7 | 26.0 |
| CatTech International Limited | 515 | 323 | 2.0 | 3.1 | 26.9 |
| Ensco 969 Limited (trading as DPP) |
506 | 674 | 2.0 | 2.5 | 32.0 |
| HCS Control Systems Group | 484 | 423 | 1.9 | 3.4 | 33.1 |
| Venmar Limited (trading as XPD8 Solutions) |
457 | 457 | 1.8 | 3.0 | 32.0 |
| Martel Instruments Holdings Limited | 427 | 490 | 1.7 | 9.1 | 35.2 |
| Constant Progress Limited | 400 | 400 | 1.6 | 7.8 | 42.0 |
| Equator Capital Limited | 400 | 400 | 1.6 | 7.8 | 42.0 |
| Toward Technology Limited | 400 | 400 | 1.6 | 7.8 | 42.0 |
| JT Holdings (UK) Limited (trading as Just Trays) |
392 | 298 | 1.5 | 3.3 | 26.7 |
| Flow UK Holdings Limited | 374 | 374 | 1.5 | 4.5 | 30.5 |
| SPS (EU) Limited | 350 | 298 | 1.4 | 3.0 | 39.5 |
| CB Technology Group Limited | 347 | 347 | 1.4 | 7.1 | 71.9 |
| Maven Capital (Llandudno) LLP | 336 | 336 | 1.3 | - | 100.0 |
| Assecurare Limited | 300 | 300 | 1.2 | 6.0 | 43.8 |
| Braelaw Limited | 300 | 300 | 1.2 | 6.0 | 43.8 |
| Broadwave Engineering Limited | 300 | 300 | 1.2 | 6.0 | 43.8 |
| Fathom Systems Group Limited | 299 | 299 | 1.2 | 4.0 | 56.0 |
| Vodat Communications Group Limited | 299 | 298 | 1.2 | 3.5 | 38.3 |
| Lambert Contracts Holdings Limited | 251 | 359 | 1.0 | 6.1 | 58.6 |
| RMEC Group Limited | 249 | 249 | 1.0 | 1.9 | 56.3 |
| Flexlife Group Limited | 249 | 249 | 1.0 | 1.0 | 13.6 |
| Claven Holdings Limited | 230 | 139 | 0.9 | 9.5 | 40.5 |
| Castlegate 737 Limited (trading as Cursor Controls) |
225 | 225 | 0.9 | 2.3 | 45.2 |
| LCL Hose Limited (trading as Dantec Hose) | 219 | 219 | 0.9 | 3.9 | 26.1 |
% of equity held Valuation Cost % of total % of equity by other Investment £'000 £'000 assets held clients¹ Unlisted (continued) R&M Engineering Limited 210 299 0.8 4.0 66.6 TC Communications Holdings Limited 180 309 0.7 2.6 27.4 ISN Solutions Group Limited 158 224 0.6 2.6 52.4 Llanllyr Water Company Limited² 158 186 0.6 - - Attraction World Holdings Limited 153 12 0.6 3.4 35.0 CHS Engineering Services Limited 140 249 0.5 2.2 21.2 Kelvinlea Limited 115 115 0.4 6.9 43.1 Endura Limited 114 114 0.4 0.3 5.5 Space Student Living Limited 88 - 0.3 7.0 73.1 D Mack Limited 88 271 0.3 2.6 27.4 Maven Co-invest Endeavour 84 84 0.3 3.5 96.5 Limited Partnership (invested in Global Risk Partners) Lawrence Recycling & Waste Management Limited 64 367 0.2 4.0 58.0 Other unlisted investments - 825 - Total unlisted investments 19,327 13,434 75.2 Quoted Cello Group PLC 54 53 0.2 0.1 0.4 Plastics Capital PLC 30 25 0.1 0.1 1.4 Vianet Group PLC (formerly Brulines Group PLC) 22 31 0.1 0.1 1.4 Tangent Communications PLC 17 98 0.1 0.3 1.6 Work Group PLC 14 251 0.1 1.1 2.0 esure Group PLC 13 - 0.1 - - Chime Communications PLC 12 6 - - 0.1 Software Radio Technology PLC 6 6 - - 0.1 Other quoted investments 3 488 - Total quoted investments 171 958 0.7 UK treasury bills Treasury Bill 14 September 2015 5,047 5,046 19.6 Total investments 24,545 19,438 95.5
¹Other clients of Maven Capital Partners UK LLP
²Secured loan notes in respect of deferrred consideration.
As at 31 July 2015
| Industry sector | Unlisted valuation £'000 |
% | Quoted valuation £'000 |
% | Total valuation £'000 |
% |
|---|---|---|---|---|---|---|
| Support services | 7,903 | 40.4 | 17 | 0.1 | 7,920 | 40.5 |
| Energy services | 2,175 | 11.1 | - | - | 2,175 | 11.1 |
| Construction & building materials | 1,782 | 9.1 | - | - | 1,782 | 9.1 |
| Insurance | 1,512 | 7.8 | 12 | 0.1 | 1,524 | 7.9 |
| Electronic & electrical equipment | 774 | 4.0 | - | - | 774 | 4.0 |
| Telecommunication services | 699 | 3.6 | 6 | - | 705 | 3.6 |
| Automobiles & parts | 620 | 3.2 | - | - | 620 | 3.2 |
| Diversified industrials | 599 | 3.1 | - | - | 599 | 3.1 |
| Engineering & machinery | 524 | 2.7 | - | - | 524 | 2.7 |
| Real estate | 451 | 2.3 | - | - | 451 | 2.3 |
| Household goods & textiles | 392 | 2.0 | 30 | 0.2 | 422 | 2.2 |
| Software & computer services | 374 | 1.9 | 39 | 0.2 | 413 | 2.1 |
| Food producers & processors | 400 | 2.1 | - | - | 400 | 2.1 |
| Technology | 400 | 2.1 | - | - | 400 | 2.1 |
| Speciality & other finance | 230 | 1.2 | - | - | 230 | 1.2 |
| Chemicals | 219 | 1.1 | - | - | 219 | 1.1 |
| Beverages | 158 | 0.8 | - | - | 158 | 0.8 |
| General retailers | 115 | 0.6 | - | - | 115 | 0.6 |
| Media & entertainment | - | - | 66 | 0.3 | 66 | 0.3 |
| Investment companies | - | - | 1 | - | 1 | - |
| Total | 19,327 | 99.1 | 171 | 0.9 | 19,498 | 100.0 |
| Deal type | Number | Valuation £'000 |
% |
|---|---|---|---|
| Unlisted | |||
| Management buy-out | 17 | 10,199 | 52.2 |
| Acquisition finance | 7 | 2,215 | 11.4 |
| Buy & build | 2 | 1,507 | 7.7 |
| Development capital | 8 | 1,417 | 7.3 |
| Replacement capital | 4 | 1,289 | 6.6 |
| Buy-in/management buy-out | 3 | 1,260 | 6.5 |
| Refinancing | 1 | 599 | 3.1 |
| Management buy-in | 1 | 347 | 1.8 |
| Mezzanine | 1 | 336 | 1.7 |
| Early stage | 1 | 158 | 0.8 |
| Total unlisted | 45 | 19,327 | 99.1 |
| Quoted | 13 | 171 | 0.9 |
| Total unlisted and quoted | 58 | 19,498 | 100.0 |
Management buy-out Acquisition finance Buy & build Development capital Replacement capital Buy-in/management buy-out Refinancing Management buy-in Mezzanine Quoted Early stage
For the Six Months Ended 31 July 2015
| Six months ended 31 July 2015 | Six months ended 31 July 2014 | Year ended 31 January 2015 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenue £'000 |
Capital £'000 |
(unaudited) Total £'000 |
Revenue £'000 |
Capital £'000 |
(unaudited) Total £'000 |
Revenue £'000 |
Capital £'000 |
(audited) Total £'000 |
|
| Gains on investments | - | 1,915 | 1,915 | - | 431 | 431 | - | 2,070 | 2,070 |
| Income from investments | 498 | - | 498 | 277 | - | 277 | 764 | - | 764 |
| Other income | - | - | - | 1 | - | 1 | 2 | - | 2 |
| Investment management fees | (60) | (540) | (600) | (23) | (207) | (230) | (88) | (789) | (877) |
| Other expenses | (55) | - | (55) | (117) | - | (117) | (383) | - | (383) |
| Net return on ordinary activities before taxation |
383 | 1,375 | 1,758 | 138 | 224 | 362 | 295 | 1,281 | 1,576 |
| Tax on ordinary activities | - | - | - | (13) | 13 | - | (57) | 57 | - |
| Return attributable to Equity Shareholders |
383 | 1,375 | 1,758 | 125 | 237 | 362 | 238 | 1,338 | 1,576 |
| Earnings per share (pence) | 1.15 | 4.11 | 5.26 | 0.38 | 0.72 | 1.10 | 0.71 | 3.97 | 4.68 |
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.
| Six months ended 31 July 2015 (unaudited) £'000 |
Six months ended 31 July 2014 (unaudited) £'000 |
Year ended 31 January 2015 (audited) £'000 |
|
|---|---|---|---|
| Opening Shareholders' funds | 20,834 | 16,723 | 16,723 |
| Net return for period | 1,758 | 362 | 1,576 |
| Net proceeds of share issue | 3,965 | 4,120 | 4,087 |
| Net proceeds of DIS share issue | 26 | - | - |
| Repurchase and cancellation of shares |
- | (190) | (241) |
| Dividends paid - revenue | (82) | (169) | (341) |
| Dividends paid - capital | (800) | (507) | (970) |
| Closing Shareholders' funds | 25,701 | 20,339 | 20,834 |
The accompanying Notes are an integral part of the Financial Statements.
As at 31 July 2015
| Six months ended 31 July 2015 (unaudited) £'000 |
Six months ended 31 July 2014 (unaudited) £'000 |
Year ended 31 January 2015 (audited) £'000 |
|
|---|---|---|---|
| Fixed assets | |||
| Investments at fair value through profit or loss | 24,545 | 19,139 | 19,676 |
| Current assets | |||
| Debtors | 307 | 408 | 352 |
| Cash | 1,293 | 808 | 1,248 |
| 1,600 | 1,216 | 1,600 | |
| Creditors: | |||
| Amounts falling due within one year | (444) | (16) | (442) |
| Net current assets | 1,156 | 1,200 | 1,158 |
| Net assets | 25,701 | 20,339 | 20,834 |
| Capital and reserves | |||
| Called up share capital | 4,109 | 3,434 | 3,424 |
| Share premium account | 9,480 | 6,206 | 6,174 |
| Capital reserve - realised | (11,769) | (10,740) | (11,223) |
| Capital reserve - unrealised | 5,108 | 2,866 | 3,987 |
| Special distributable reserve | 17,842 | 17,893 | 17,842 |
| Capital redemption reserve | 295 | 286 | 295 |
| Revenue reserve | 636 | 394 | 335 |
| Net assets attributable to Equity Shareholders | 25,701 | 20,339 | 20,834 |
| Net asset value per Ordinary Share (pence) | 62.6 | 59.2 | 60.8 |
The Financial Statements of Maven Income and Growth VCT 2 PLC, registered number 4135802, were approved and authorised for issue by the Board of Directors on 30 September 2015 and were signed on its behalf by:
John Lawrence MBE Director
The accompanying Notes are an integral part of the Financial Statements.
For the Six Months Ended 31 July 2015
| Six months ended | 31 July 2015 (unaudited) |
Six months ended 31 July 2014 (unaudited) |
Year ended 31 January 2015 (audited) |
|||
|---|---|---|---|---|---|---|
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Operating activities | ||||||
| Investment income received | 473 | 299 | 926 | |||
| Deposit interest received | - | 1 | 2 | |||
| Investment management fees paid | (569) | (719) | (972) | |||
| Secretarial fees paid | 37 | (40) | (80) | |||
| Directors' fees paid | (42) | (40) | (74) | |||
| Other cash payments | (56) | (67) | (243) | |||
| Net cash outflow from operating activities | (157) | (566) | (441) | |||
| Financial investment | ||||||
| Purchase of investments | (12,056) | (4,775) | (9,801) | |||
| Sale of investments | 9,148 | 2,340 | 8,400 | |||
| Net cash outflow from financial investment | (2,908) | (2,435) | (1,401) | |||
| Equity dividends paid | (882) | (676) | (1,311) | |||
| Net cash outflow before financing | (3,947) | (3,677) | (3,153) | |||
| Financing | ||||||
| Issue of Ordinary Shares | 3 ,992 | 4 ,120 | 4 ,087 | |||
| Repurchase of Ordinary Shares | - | (190) | (241) | |||
| Net cash inflow from financing | 3,992 | 3,930 | 3,846 | |||
| Increase in cash | 45 | 253 | 693 |
The accompanying Notes are an integral part of the Financial Statements.
For the Six Months Ended 31 July 2015
The financial information for the six months ended 31 July 2015 and the six months ended 31 July 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 January 2015, 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 | Share premium account £'000 |
Capital reserve realised £'000 |
Capital reserve unrealised £'000 |
Distributable reserve £'000 |
Capital redemption reserve £'000 |
Revenue reserve £'000 |
|---|---|---|---|---|---|---|
| At 31 January 2015 | 6,174 | (11,223) | 3,987 | 17,842 | 295 | 335 |
| Gain on sales of investments | - | 794 | - | - | - | - |
| Net increase in value of investments |
- | - | 1,121 | - | - | - |
| Investment management fees | - | (540) | - | - | - | - |
| Dividends paid | - | (800) | - | - | - | (82) |
| Share issue | 3,285 | - | - | - | - | - |
| DIS share issue | 21 | - | - | - | - | - |
| Tax effect of capital items | - | - | - | - | - | - |
| Repurchase and cancellation of shares |
- | - | - | - | - | - |
| Net return on ordinary activities after taxation |
- | - | - | - | - | 383 |
| At 31 July 2015 | 9,480 | (11,769) | 5,108 | 17,842 | 295 | 636 |
| 3. | Return per Ordinary Share | Six months ended 31 July 2015 |
|---|---|---|
| The returns per share have been based on the following figures: |
||
| Weighted average number of Ordinary Shares | 33,435,627 | |
| Revenue return | £383,000 | |
| Capital return | £1,375,000 |
The Directors confirm that, to the best of their knowledge:
On behalf of the Board Maven Capital Partners UK LLP Secretary
30 September 2015
| Directors | John Lawrence MBE (Chairman) | |
|---|---|---|
| The Hon Robert Kissin | ||
| Peter Linthwaite | ||
| Bill Nixon | ||
| 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 | Company Registration Number: 4135802 | |
| Website | www.mavencp.com/migvct2 | |
| 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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