Interim / Quarterly Report • Jun 30, 2016
Interim / Quarterly Report
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Interim Report For the Six Months Ended 30 June 2016
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.
The Company aims to achieve long term capital appreciation and generate maintainable levels of income for Shareholders.
The Company's 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 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.
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:
Action Fraud
Telephone: 0800 111 6768 (freephone)
E-mail: [email protected]
Website: www.the-fca.org.uk
Register: www.the-fca.org.uk/firms
Scam warning: www.the-fca.org.uk/consumers
Income Statement
Financial Highlights
Interim Review
Summary of Investment Changes
Analysis of Unlisted and Quoted Portfolio
Investment Portfolio Summary
Notes to the Financial Statements
Directors' Responsibility Statement
| 30 June 2016 |
31 December 2015 |
30 June 2015 |
|
|---|---|---|---|
| Net asset value (NAV) | £32,684,000 | £33,876,000 | £33,242,000 |
| NAV per Ordinary Share | 98.33p | 101.01p | 98.63p |
| Dividends paid to date | 42.20p | 39.15p | 36.95p |
| NAV total return per share1 | 140.53p | 140.16p | 135.58p |
| Share price2 | 90.00p | 85.50p | 84.00p |
| Discount to NAV | 8.47% | 15.35% | 14.83% |
| Ordinary Shares in issue | 33,239,502 | 33,535,502 | 33,702,502 |
1 Sum of current NAV per share and dividends paid to date (excluding initial tax relief).
2 Mid-market price (Source: Bloomberg).
The chart shows NAV total return per share as at 31 December in each year, except 2016 which is as at 30 June 2016. Dividends that have been declared but not yet paid are included in the NAV at the balance sheet date.
| Year ended December | Payment date | Interim/final | Rate (p) |
|---|---|---|---|
| 2006-2011 | 22.80 | ||
| 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 | |
| 2015 | 25 September 2015 | Interim | 2.20 |
| 6 May 2016 | Final | 3.05 | |
| Total dividends paid | 42.20 | ||
| 2016 | 30 September 2016 | Declared interim | 2.20 |
| Total dividends paid or declared | 44.40 |
The table above records dividend payments made to holders of Ordinary Shares only.
On 25 March 2013, S Shares were re-designated as Ordinary Shares with 804,028 bonus Ordinary Shares being issued. As a result, previous holders of S Shares were allotted 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 Ordinary Shares per C Ordinary Share, rounded down to the nearest whole share).
For the Six Months Ended 30 June 2016
| 31 December 2015 | Valuation | Net investment/ (disinvestment) |
Appreciation/ (depreciation) |
Valuation 30 June 2016 |
||
|---|---|---|---|---|---|---|
| £'000 | % | £'000 | £'000 | £'000 | % | |
| Unlisted investments | ||||||
| Equities | 9,762 | 28.8 | (360) | 388 | 9,790 | 30.0 |
| Preference shares | - | - | - | - | - | - |
| Loan stock | 17,106 | 50.5 | 415 | (127) | 17,394 | 53.2 |
| 26,868 | 79.3 | 55 | 261 | 27,184 | 83.2 | |
| AIM/ISDX investments | ||||||
| Equities | 738 | 2.2 | (18) | (39) | 681 | 2.1 |
| Listed investments | ||||||
| Equities | 23 | 0.1 | - | 3 | 26 | 0.1 |
| UK treasury bills | 5,492 | 16.2 | (2,406) | 12 | 3,098 | 9.5 |
| Total investments | 33,121 | 97.8 | (2,369) | 237 | 30,989 | 94.9 |
| Other net assets | 755 | 2.2 | 940 | - | 1,695 | 5.1 |
| Net assets | 33,876 | 100.0 | (1,429) | 237 | 32,684 | 100.0 |
In the period under review NAV total return increased to 140.53p per share. This is in line with your Company's continuing objective of delivering long term capital appreciation whilst also generating a maintainable level of income for Shareholders.
Your Board and the Manager recognise the importance of dividends to Shareholders and, following the profitable realisations achieved in the period, the Board is pleased to declare an interim dividend of 2.20p per share for the period to 30 June 2016.
The portfolio now extends to more than 60 private and AIM quoted company holdings, many of which are paying a regular yield, offering a combination of income and revenue returns with the aim of underpinning Shareholder value in the years ahead.
During the reporting period Maven has focused on the practical implementation of the new VCT rules, which were enacted in November 2015 and detailed in the latest Annual Report. The revised legislation brings the UK VCT scheme into line with European Union (EU) State Aid Rules for smaller company investment and imposes a number of restrictions on the types of transactions and companies which VCTs are able to invest in, specifically prohibiting participation in management buy-outs or acquisitions, and supporting older companies unless certain criteria are met. Whilst this means that your Company can no longer finance certain transactions, the investment team has a strong track record of investing development capital in companies which meet the revised VCT qualification criteria.
The Board has declared an interim dividend of 2.20p per Ordinary Share, comprising 0.6p of revenue and 1.6p of capital, to be paid on 30 September 2016 to Shareholders on the Register at 2 September 2016. Since the Company's launch, and after receipt of the interim dividend, holders of Ordinary Shares will have received 44.4p 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.
On 24 August 2015 the Board announced that, under the Terms and Conditions of the Company's Dividend Investment Scheme (DIS), 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 would allow the Directors and the Manager to review the changes to the VCT legislation and to consider the potential impact of these on the Company's future investment strategy. As a result, until further notice, all future dividends will be paid to Shareholders by either cheque or direct bank transfer using existing mandate instructions.
The private equity portfolio has generally performed well, with positive trading results having led to valuation uplifts for a number of companies operating across a range of sectors. The Board has, however, elected to take provisions against the values of certain investments in businesses with an exposure to the oil & gas sector.
Nenplas, a manufacturer and distributor of plastic extrusions for a variety of manufacturing applications, has continued to perform ahead of plan due to operational efficiencies achieved through the integration of Polyplas, increased sales volumes, lower raw material costs and favourable market conditions particularly within the leisure and mobile home sectors. The company has repaid all of its senior debt and remains a highly cash generative and valuable portfolio asset.
NAV total return of 140.53p per share at 30 June 2016, compared to 140.16p at 31 December 2015
NAV at 30 June 2016 of 98.33p per share after payment of the final dividend of 3.05p per share
New investment completed in The GP Service (UK)
Exit from Dantec Hose, generating a total return multiple of 2.1 times cost
Interim dividend declared of 2.20p per share (2015: 2.20p)
Cursor Controls, a global leader in the design and niche manufacture of trackball pointing solutions for industrial applications, has performed well since Maven clients invested in July 2015. The business delivered impressive organic growth in the year to 31 December 2015 and is forecast to build on this in the current year. In April 2016 Cursor completed the acquisition of a Belgian distributor, which is expected to be significantly earnings enhancing.
The year to 31 December 2015 was another excellent trading period for John McGavigan, a manufacturer and supplier of technical plastic components and interior parts for the global automotive industry. The first quarter of 2016 has continued this positive trend, with further organic growth in both China and Scotland, enhanced by the benefits of a number of productivity improvement projects. The order book remains strong, providing increased visibility of future revenues for the business.
Crawford Scientific, a leading supplier of chromatography products and services, has traded ahead of plan since Maven clients' initial investment in August 2014. During 2015 the business acquired and successfully integrated analytical services company Hall Analytical Laboratories which, alongside strong trading within the core Crawford business, has contributed to out-performance against the original investment case. The business has fully repaid the debt used to fund the Hall acquisition and the management team is continuing to grow each of Crawford's service and product lines, with organic growth forecast to increase both turnover and earnings in the year to 31 August 2016.
The UK's largest provider of promotional merchandise, SPS (EU), has experienced excellent growth under private ownership since Maven clients invested in February 2014. Operational improvements have enhanced profitability, whilst organic growth has been supplemented through two complementary acquisitions, High Profile Plastic and TEC, both of which were completed in the year to 31 December 2015. The business is forecasting to deliver further growth in the current financial year and make operational efficiencies, as a result of the implementation of a new enterprise resource planning system.
DPP provides planned and reactive mechanical, electrical, maintenance and installation services, mainly to the leisure, hospitality and retail sectors in the south of England and Wales. The company differentiates itself from competitors by employing a large and highly responsive team of skilled engineers. Following the loss of a significant customer in 2014, the company restructured its operations and has now secured a number of new contracts, allowing the business to materially improve its trading performance over the past twelve months.
Maven clients first invested in Just Trays, the UK's leading manufacturer of shower trays and related accessories, in June 2014. Subsequently the business has increased its customer
base and extended its product range, with a number of innovative new products to be launched in the current financial year. Just Trays repaid its bank debt in full during 2015 and is planning to invest in automation in the coming year, which should help improve the production facility and increase operating margins.
As well as reflecting good trading performance across 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. The Manager has worked closely with these companies as they have implemented overhead reduction programmes, targeted at reducing the cost base and closing non-core operations, with a view to conserving cash and positioning the businesses for recovery. Across the energy services sector, budgets have been set conservatively based on the expectation that the remainder of 2016 will continue to be challenging, with recovery starting to feed through in 2017 as the oil price stabilises and the pent up demand for essential maintenance and repair work is released. In response to these market conditions, the valuations of Glacier Energy Services Holdings and HCS Control Systems Group have been reduced. The Board and the Manager believe that the valuations of the remaining portfolio assets with exposure to the energy services sector
remain fair and reasonable and the exit from Dantec Hose, along with a number of other realisations in the previous reporting period, has significantly reduced your Company's exposure to this sector. The remaining assets in this sector are focused on the operational expenditure segment of the industry, rather than being dependent on large capital expenditure programmes or exploration projects.
During the period, one new private company was added to the portfolio:
• The GP Service (UK) (GPS) is a provider of on-line services for general medical consultations and prescriptions, delivered through a web-based platform (www.thegpservice.co.uk), which offers GP consultations via a video link with prescriptions issued to a pharmacy of the user's choice. The investment will enable GPS to accelerate the roll out of its service across new geographic locations and to develop a range of products and services where there are strong market drivers.
In addition, finance was provided to Maven Capital (Marlow), a company formed to fund the acquisition and subsequent refurbishment of a vacant office building in Marlow, Buckinghamshire.
The following investments have been completed during the reporting period:
| Investment cost |
||||
|---|---|---|---|---|
| Date | Sector | £'000 | Website | |
| Unlisted | ||||
| Maven Capital (Marlow) Limited | April 2016 | Real estate | 650 | No website available |
| The GP Service (UK) Limited | April 2016 | Health | 398 | www.thegpservice.co.uk |
| Total unlisted investment | 1,048 | |||
| UK treasury bills | ||||
| Treasury Bill 12 September 2016 | March 2016 | UK government | 3,093 | |
| Total UK treasury bills investment | 3,093 | |||
| Total investment | 4,141 |
At the period end, the portfolio stood at 64 unlisted and quoted investments, at a total cost of £26.8 million.
A number of profitable realisations were achieved in the period. Maven clients funded the management buy-out of Dantec Hose, a manufacturer of flexible composite hoses used by a wide range of industries, in September 2011. The business was acquired by an overseas trade buyer and the sale completed in February 2016, achieving a return of 2.1 times cost over the life of the investment.
In January 2016 deferred consideration of £159,000 was received in respect of the exit from Westway Services Holdings, which completed in December 2015.
Subsequent to the period end, the Manager has been 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 exits.
The table below gives details of all realisations achieved, and deferred considerations received, during the reporting period:
| Year first invested |
Complete/ partial exit |
Cost of shares disposed of £'000 |
Value at 31 December 2015 £'000 |
Sales proceeds £'000 |
Realised gain/(loss) £'000 |
Gain/(loss) over 31 December 2015 value £'000 |
|
|---|---|---|---|---|---|---|---|
| Unlisted | |||||||
| Camwatch Limited | 2007 | Complete | - | - | 4 | 4 | 4 |
| Espresso Group Limited | 2001 | Complete | - | - | 14 | 14 | 14 |
| Kelvinlea Limited | 2013 | Partial | 75 | 75 | 75 | - | - |
| LCL Hose Limited (trading as Dantec Hose)1 |
2011 | Complete | 398 | 607 | 614 | 216 | 7 |
| Maven Capital (Claremont House) Limited |
2013 | Complete | 4 | 75 | 120 | 116 | 45 |
| Maven Co-invest Exodus Limited Partnership and Tosca Penta Exodus Mezzanine Limited Partnership (invested in Six Degrees Group) |
2011 | Complete | - | - | 7 | 7 | 7 |
| Westway Services Holdings (2014) Limited |
2014 | Complete | - | - | 159 | 159 | 159 |
| Total unlisted disposals | 477 | 757 | 993 | 516 | 236 | ||
| Quoted | |||||||
| Ideagen PLC | 2005 | Partial | 11 | 17 | 18 | 7 | 1 |
| Total quoted disposals | 11 | 17 | 18 | 7 | 1 | ||
| UK treasury bills | |||||||
| Treasury Bill 14 March 2016 | 2015 | Complete | 1,496 | 1,499 | 1,500 | 4 | 1 |
| Treasury Bill 21 March 2016 | 2015 | Complete | 1,998 | 1,998 | 2,000 | 2 | 2 |
| Treasury Bill 20 June 2016 | 2015 | Complete | 1,995 | 1,995 | 1,999 | 4 | 4 |
| Total UK treasury bills disposals | 5,489 | 5,492 | 5,499 | 10 | 7 | ||
| Total disposals | 5,977 | 6,266 | 6,510 | 533 | 244 |
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.
Since 30 June 2016, one new private company asset has been added to the portfolio. In July, the Manager completed a transaction, investing alongside NVM Private Equity, in Rockar, an innovative motor retailer with a sector-disruptive technology platform. The investment will enable Rockar to enhance its product offering and finance new dealerships in major shopping centres, working in partnership with brands including Hyundai and other well-known automotive manufacturers.
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, carry 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, the credit environment and other risks including 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 monitored and met.
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 296,000 shares were bought back at a total cost of £266,000.
As detailed in the Annual Report, the July 2015 Budget received Royal Assent on 18 November 2015, bringing into statute a number of material changes to the legislation governing the UK VCT scheme and aligning it with EU State Aid Rules for smaller company investment. The new rules impose specific restrictions on the types of company and transaction that VCTs are able to pursue in order to retain qualifying status. As a further amendment, the March 2016 Budget statement included an announcement that there would be changes to the rules governing non-qualifying investments for VCTs. With effect from 6 April 2016, VCTs are only permitted to make qualifying investments and certain limited investments for liquidity purposes, with other non-qualifying investments now being prohibited. Given the complexity of the new rules, and in order to ensure ongoing compliance, the Company continues to engage the services of an adviser to assist in interpreting the revised legislation in relation to proposed new transactions.
Since the announcement of the new rules Maven, along with other leading VCT managers, has been engaged in a consultation process which, through the industry representative body, the Association of Investment Companies (AIC), has been in discussion with HM Treasury to present the case for permitting an element of replacement capital in certain circumstances in new VCT transactions. This dialogue is ongoing and Shareholders will be kept up to date on any new developments.
On 3 July 2016 the EU's Market Abuse Regulation (MAR) came into force, replacing the Market Abuse Directive (MAD) in the UK, and is now applicable to all UK Listed and AIM quoted companies. The purpose of MAR is to enhance market integrity and investor protection and, although on similar lines to MAD, its scope has been expanded to include financial instruments traded on multilateral trading facilities, organised trading facilities and certain 'over-the-counter' activities. MAR will also introduce new rules on the disclosure of inside information, insider lists and share dealings by persons discharging managerial responsibilities. Maven anticipates that compliance with MAR will not have a significant impact on the activities of its VCT clients, but all relevant policies and procedures have been updated as appropriate.
Shareholders will be aware of the result of the referendum in which the electorate expressed the wish that the UK should leave the EU. Although the full impact of this decision will become clearer over the coming months, the businesses in which your Company has invested will maintain or adapt their growth strategies as appropriate, with many exporters seeing a potential short-term benefit from the devaluation of sterling against several major currencies which has occurred at the date of this report.
The Directors are mindful that the limitations applied by the introduction of the revised legislation have imposed a number of restrictions on the types of business and transaction in which VCTs can invest. This will require the Manager to focus on the provision of development capital or investing in younger businesses with growth capital requirements, at the expense of the management buy-out or acquisition based transactions that have traditionally offered more predictable returns. Your Board remains confident that the experienced investment resource available to the Manager across its national office network remains capable of sourcing high quality opportunities which will comply with the amended rules, whilst continuing to meet Maven's rigorous in-house investment criteria.
Notwithstanding these recent changes in VCT legislation, your Board remains committed to deliver against its core objectives of achieving long term capital appreciation and generating maintainable levels of income for Shareholders from a portfolio of private company holdings which offer the ability to pay a regular yield to your Company along with the prospect of realising a capital gain at exit.
On behalf of the Board Maven Capital Partners UK LLP Secretary
26 August 2016
As at 30 June 2016
| 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 | 5.8 | 3.7 | 36.3 |
| Lemac No. 1 Limited (trading as John McGavigan) |
1,352 | 698 | 4.2 | 9.1 | 27.7 |
| SPS (EU) Limited | 1,211 | 790 | 3.8 | 6.6 | 35.9 |
| Nenplas Holdings Limited | 1,106 | 323 | 3.5 | 4.0 | 28.5 |
| Crawford Scientific Holdings Limited | 1,086 | 612 | 3.4 | 7.2 | 41.0 |
| Ensco 969 Limited (trading as DPP) | 1,011 | 1,217 | 3.1 | 4.6 | 29.9 |
| Glacier Energy Services Holdings Limited | 957 | 957 | 2.9 | 3.7 | 23.9 |
| HCS Control Systems Group Limited | 836 | 836 | 2.6 | 6.8 | 29.7 |
| Lambert Contracts Holdings Limited | 821 | 821 | 2.5 | 12.3 | 52.4 |
| Majenta Logistics Limited | 800 | 800 | 2.4 | 10.6 | 39.2 |
| Onyx Logistics Limited | 800 | 800 | 2.4 | 10.6 | 39.2 |
| Vectis Technology Limited | 800 | 800 | 2.4 | 10.6 | 39.2 |
| Metropol Communications Limited | 730 | 730 | 2.2 | 10.6 | 39.2 |
| CatTech International Limited | 701 | 498 | 2.1 | 4.8 | 25.3 |
| JT Holdings (UK) Limited (trading as Just Trays) | 686 | 522 | 2.1 | 5.8 | 24.2 |
| Fathom Systems Group Limited | 681 | 681 | 2.1 | 7.7 | 52.3 |
| GEV Holdings Limited | 672 | 672 | 2.1 | 4.3 | 31.7 |
| Maven Capital (Marlow) Limited | 650 | 650 | 2.0 | - | 100.0 |
| Assecurare 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 | 7.3 | 27.7 |
| Vodat Communications Group Limited | 592 | 592 | 1.8 | 6.9 | 34.9 |
| R&M Engineering Group Limited | 581 | 774 | 1.8 | 8.7 | 61.9 |
| Maven Capital (Llandudno) LLP | 575 | 575 | 1.8 | - | 100.0 |
| CB Technology Group Limited | 559 | 559 | 1.7 | 11.4 | 67.6 |
| TC Communications Holdings Limited | 554 | 777 | 1.7 | 8.1 | 21.9 |
| Constant Progress Limited | 500 | 500 | 1.5 | 9.8 | 40.0 |
| Equator Capital Limited | 500 | 500 | 1.5 | 9.8 | 40.0 |
| Toward Technology Limited | 500 | 500 | 1.5 | 9.8 | 40.0 |
| CHS Engineering Services Limited | 497 | 497 | 1.5 | 4.2 | 19.1 |
| Flexlife Group Limited | 482 | 482 | 1.5 | 1.9 | 12.7 |
| RMEC Group Limited | 463 | 463 | 1.4 | 2.9 | 47.2 |
| The GP Service (UK) Limited | 398 | 398 | 1.2 | 4.9 | 27.6 |
| Castlegate 737 Limited (trading as Cursor Controls) |
369 | 299 | 1.1 | 3.0 | 44.5 |
| Maven Co-invest Endeavour Limited Partnership (invested in Global Risk Partners)² |
360 | 360 | 1.1 | 10.3 | 89.7 |
Investment (continued) Valuation £'000 Cost £'000 % of total assets % of equity held % of equity held by other clients¹ Unlisted (continued) Martel Instruments Holdings Limited 310 347 0.9 4.2 40.0 Attraction World Holdings Limited 278 98 0.9 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 ISN Solutions Group Limited 207 327 0.6 4.6 50.4 Traceall Global Limited 197 197 0.6 5.9 9.1 Space Student Living Limited 134 - 0.4 10.6 69.4 Lawrence Recycling and Waste Management Limited 109 770 0.3 8.4 53.6 Kelvinlea Limited 7 7 - 13.1 36.9 Other unlisted investments - 1,430 - Total unlisted investments 27,184 25,738 83.2 Quoted Ideagen PLC 276 184 0.9 0.3 2.5 Vectura Group PLC 179 100 0.6 - - OMG PLC 98 80 0.3 0.2 - Plastics Capital PLC 76 85 0.2 0.2 1.2 Angle PLC 28 27 0.1 0.1 0.5 esure Group PLC 26 - 0.1 - - Deltex Medical Group PLC 10 33 - 0.1 - Work Group PLC 8 151 - 0.7 2.5 Other quoted investments 6 393 - Total quoted investments 707 1,053 2.2 UK treasury bills Treasury Bill 12 September 2016 3,098 3,093 9.5 Total UK treasury bills investments 3,098 3,093 9.5 Total investments 30,989 29,884 94.9
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.
As at 30 June 2016
| Unlisted valuation |
Quoted valuation |
Total valuation |
||||
|---|---|---|---|---|---|---|
| Industry sector | £'000 | % | £'000 | % | £'000 | % |
| Support services | 5,502 | 19.7 | 37 | 0.2 | 5,539 | 19.9 |
| Energy services | 3,319 | 11.9 | - | - | 3,319 | 11.9 |
| Insurance | 2,813 | 10.1 | - | - | 2,813 | 10.1 |
| Construction & building materials | 1,926 | 6.9 | - | - | 1,926 | 6.9 |
| Telecommunication services | 1,822 | 6.5 | 3 | - | 1,825 | 6.5 |
| Diversified industrials | 1,353 | 4.9 | - | - | 1,353 | 4.9 |
| Automobiles & parts | 1,352 | 4.8 | - | - | 1,352 | 4.8 |
| Technology | 1,300 | 4.7 | - | - | 1,300 | 4.7 |
| Pharmaceuticals & biotechnology | 1,086 | 3.9 | 179 | 0.6 | 1,265 | 4.5 |
| Real estate | 1,232 | 4.4 | - | - | 1,232 | 4.4 |
| Software & computer services | 795 | 2.9 | 375 | 1.3 | 1,170 | 4.2 |
| Speciality & other finance | 1,032 | 3.7 | 26 | 0.1 | 1,058 | 3.8 |
| Engineering & machinery | 969 | 3.5 | - | - | 969 | 3.5 |
| Electronic & electrical equipment | 870 | 3.1 | - | - | 870 | 3.1 |
| Household goods & textiles | 686 | 2.4 | 76 | 0.3 | 762 | 2.7 |
| Food producers & processors | 500 | 1.8 | - | - | 500 | 1.8 |
| Health | 398 | 1.5 | 10 | - | 408 | 1.5 |
| General retailers | 229 | 0.8 | - | - | 229 | 0.8 |
| Investment companies | - | - | 1 | - | 1 | - |
| Total | 27,184 | 97.5 | 707 | 2.5 | 27,891 | 100.0 |
| Valuation | |||
|---|---|---|---|
| Deal type | Number | £'000 | % |
| Unlisted | |||
| Management buy-out | 14 | 8,623 | 30.9 |
| Acquisition finance | 10 | 5,837 | 20.9 |
| Development capital | 15 | 4,146 | 14.9 |
| Replacement capital | 5 | 3,723 | 13.3 |
| Buy-in/management buy-out | 3 | 2,256 | 8.1 |
| Buy & build | 2 | 1,465 | 5.3 |
| Mezzanine | 1 | 575 | 2.1 |
| Management buy-in | 1 | 559 | 2.0 |
| Total unlisted | 51 | 27,184 | 97.5 |
| Quoted | 13 | 707 | 2.5 |
| Total unlisted and quoted | 64 | 27,891 | 100.0 |
For the Six Months Ended 30 June 2016
| Six months ended 30 June 2016 | (unaudited) | Six months ended 30 June 2015 (unaudited) |
Year ended 31 December 2015 (audited) |
||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Gains on investments | - | 237 | 237 | - | 1,423 | 1,423 | - | 2,866 | 2,866 |
| Income from investments | 421 | - | 421 | 675 | - | 675 | 1,710 | - | 1,710 |
| Investment management fees | (89) | (354) | (443) | (116) | (462) | (578) | (275) | (1,097) | (1,372) |
| Other expenses | (124) | - | (124) | (42) | - | (42) | (200) | - | (200) |
| Net Return on ordinary activities before taxation |
208 | (117) | 91 | 517 | 961 | 1,478 | 1,235 | 1,769 | 3,004 |
| Tax on ordinary activities | (20) | 20 | - | (46) | 46 | - | (219) | 219 | - |
| Return attributable to Equity Shareholders |
188 | (97) | 91 | 471 1,007 1,478 |
1,016 1,988 |
3,004 | |||
| Earnings per share (pence) | 0.57 | 0.29 | 0.86 | 1.41 | 3.02 | 4.43 | 3.03 | 5.94 | 8.97 |
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 30 June 2016 (unaudited) £'000 |
Six months ended 30 June 2015 (unaudited) £'000 |
Year ended 31 December 2015 (audited) £'000 |
|
|---|---|---|---|
| Opening Shareholders' funds | 33,876 | 31,138 | 31,138 |
| Net return for period | 91 | 1,478 | 3,004 |
| Net proceeds of share issue | - | 1,986 | 1,986 |
| Net proceeds of DIS issue | - | 24 | 16 |
| Merger costs | - | (20) | (20) |
| Repurchase and cancellation of shares |
(266) | (382) | (525) |
| Dividends paid - revenue | (500) | (237) | (574) |
| Dividends paid - capital | (517) | (745) | (1,149) |
| Closing Shareholders' funds | 32,684 | 33,242 | 33,876 |
The accompanying Notes are an integral part of the Financial Statements.
As at 30 June 2016
| 30 June 2016 (unaudited) £'000 |
30 June 2015 (unaudited) £'000 |
31 December 2015 (audited) £'000 |
|
|---|---|---|---|
| Fixed assets | |||
| Investments at fair value through profit or loss | 30,989 | 29,589 | 33,121 |
| Current assets | |||
| Debtors | 365 | 730 | 418 |
| Cash | 1,373 | 3,319 | 762 |
| 1,738 | 4,049 | 1,180 | |
| Creditors | |||
| Amounts falling due within one year | (43) | (396) | (425) |
| Net current assets | 1,695 | 3,653 | 755 |
| Net assets | 32,684 | 33,242 | 33,876 |
| Capital and reserves | |||
| Called up share capital | 3,324 | 3,370 | 3,354 |
| Share premium account | 19,449 | 19,457 | 19,449 |
| Capital reserve - realised | (1,015) | (2,375) | (697) |
| Capital reserve - unrealised | 1,105 | 2,502 | 1,401 |
| Distributable reserve | 8,830 | 9,239 | 9,096 |
| Capital redemption reserve | 320 | 274 | 290 |
| Revenue reserve | 671 | 775 | 983 |
| Net assets attributable to Ordinary Shareholders | 32,684 | 33,242 | 33,876 |
| Net asset value per Ordinary Share (pence) | 98.33 | 98.63 | 101.01 |
The Financial Statements were approved by the Board of Directors on 26 August 2016 and were signed on its behalf by:
Ian Cormack Director
The accompanying Notes are an integral part of the Financial Statements.
For the Six Months Ended 30 June 2016
| Six months ended 30 June 2016 (unaudited) £'000 |
Six months ended 30 June 2015 (restated)* (unaudited) £'000 |
Year ended 31 December 2015 (audited) £'000 |
|
|---|---|---|---|
| Net cash flows from operating activities | (954) | (733) | (1,376) |
| Cash flows from investing activities | |||
| Investment income received | 459 | 680 | 1,747 |
| Deposit interest received | 1 | - | 1 |
| Purchase of investments | (4,141) | (8,597) | (24,377) |
| Sale of investments | 6,529 | 9,778 | 23,468 |
| Net cash flows from investing activities | 2,848 | 1,861 | 839 |
| Cash flows from financing activities | |||
| Equity dividends paid | (1,017) | (982) | (1,723) |
| Issue of Ordinary Shares | - | 2,010 | 2,002 |
| Merger costs | - | (20) | (20) |
| Repurchase of Ordinary Shares | (266) | (382) | (525) |
| Net cash flows from financing activities | (1,283) | 626 | (266) |
| Net increase/(decrease) in cash | 611 | 1,754 | (803) |
| Cash at beginning of period | 762 | 1,565 | 1,565 |
| Cash at end of period | 1,373 | 3,319 | 762 |
* The June 2015 cash flow has been restated for the presentational requirements of FRS 102.
The accompanying Notes are an integral part of the Financial Statements.
For the Six Months Ended 30 June 2016
The financial information for the six months ended 30 June 2016 and the six months ended 30 June 2015 comprises non-statutory accounts within the meaning of S435 of the Companies Act 2006. The financial information contained in this report has been prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended 31 December 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 December 2015 | 19,449 | (697) | 1,401 | 9,096 | 290 | 983 |
| Gains on sale of investments | - | 533 | - | - | - | - |
| Net decrease in value of investments | - | - | (296) | - | - | - |
| Investment management fees | - | (354) | - | - | - | - |
| Dividends paid | - | (517) | - | - | - | (500) |
| Tax effect of capital items | - | 20 | - | - | - | - |
| Repurchase and cancellation of shares | - | - | - | (266) | 30 | - |
| Net return on ordinary activities after taxation |
- | - | - | - | - | 188 |
| As 30 June 2016 | 19,449 | (1,015) | 1,105 | 8,830 | 320 | 671 |
| 3. | Return per Ordinary Share | Six months ended 30 June 2016 |
|---|---|---|
| The returns per share have been based on the following figures: |
||
| Weighted average number of Ordinary Shares | 33,400,464 | |
| Revenue return | £188,000 | |
| Capital return | (£97,000) | |
| Total return | £91,000 |
The Directors confirm that, to the best of their knowledge:
By order of the Board Maven Capital Partners UK LLP Secretary
26 August 2016
| 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 | |
| Registrar | 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 9.00am until 5.30pm, Monday to Friday, excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls 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 |
|
| VCT Adviser | Gowling WLG (UK) LLP |
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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