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MAVEN INCOME AND GROWTH VCT 3 PLC

Interim / Quarterly Report Jul 31, 2016

4814_ir_2016-07-31_3bc86b6b-b824-4a85-9d7e-addfa9b2e7cd.pdf

Interim / Quarterly Report

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MAVEN INCOME AND GROWTH VCT 2 PLC

Interim Report For the Six Months Ended 31 July 2016

Corporate Summary

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.

Investment Objective

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

Continuation Date

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 at five yearly intervals thereafter. 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 Broker 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-tradeable, 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]k

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

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

Financial Statements

  • Directors' Responsibility Statement
  • Your Notes

Interim Management Report

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

Financial Highlights

Financial History

31 July
2016
31 January
2016
31 July
2015
Net asset value (NAV) £20,834,000 £21,770,000 £25,701,000
NAV per Ordinary Share 50.97p 53.00p 62.60p
Dividends paid to date 46.72p 44.47p 32.47p
NAV total return per share1 97.69p 97.47p 95.07p
Share price2 46.25p 48.25p 52.25p
Discount to NAV 9.26% 8.96% 16.53%
Ordinary Shares in issue 40,872,617 41,089,617 41,089,617

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 the NAV total return per share as at 31 January in each year, except 2017 which is at 31 July 2016. Dividends that have been declared but not yet paid are included in the NAV at the balance sheet date.

Dividends

Year ended 31 January Payment date Interim/final Rate (p)
2002-2012 Total 21.12
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
2016 30 October 2015 Interim 2.00
30 October 2015 Special 10.00
24 June 2016 Final 2.25
Total dividends paid 46.72
2017 28 October 2016 Interim 2.00
Total dividends paid or declared 48.72

Summary of Investment Changes

For the Six Months Ended 31 July 2016

Valuation
31 January 2016
Net investment/ Appreciation/
(disinvestment)
(depreciation)
Valuation
31 July 2016
£'000 % £'000 £'000 £'000 %
Unlisted investments
Equities 6,412 29.5 433 222 7,067 33.9
Loan stock 10,157 46.7 28 (53) 10,132 48.6
16,569 76.2 461 169 17,199 82.5
AIM/ISDX investments
Equities 114 0.5 (40) 45 119 0.6
Listed investments
Equities 13 0.1 - - 13 0.1
UK treasury bills 4,895 22.5 (2,156) 10 2,749 13.2
Total investments 21,591 99.3 (1,735) 224 20,080 96.4
Other net assets 179 0.7 575 - 754 3.6
Net assets 21,770 100.0 (1,160) 224 20,834 100.0

Interim Review

Overview

In the period under review NAV total return increased to 97.69p per share. This is in line with your Company's continuing objective of delivering long term capital appreciation whilst also generating maintainable levels of income for Shareholders.

Your Board and the Manager recognise the importance of dividends to Shareholders and the Directors are pleased to declare an interim dividend of 2.00p per share for the period to 31 July 2016.

The portfolio now extends to 55 private and AIM listed company holdings, many of which are paying a regular yield, offering a combination of capital and revenue returns with the aim of underpinning Shareholder value in the years ahead. During the period under review, Maven was pleased to complete new investments in The GP Service (UK) and Rockar.

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 2016 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. The rules specifically prohibit participation in management buy-outs or acquisitions, and limit the ability to support older companies unless certain criteria are met. Whilst this means that your Company can no longer finance certain transactions, the Manager's investment team has a strong track record of investing development capital in companies which meet the revised VCT qualification criteria.

Dividends

The Board has declared an interim dividend of 2.00p per Ordinary Share, comprising 0.2p of revenue and 1.8p of capital, to be paid on 28 October 2016 to Shareholders on the Register at 30 September 2016. Since the Company's launch, and after receipt of the interim dividend, Shareholders will have received 48.72p 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.

Portfolio Developments

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 two businesses with an exposure to the oil & gas sector.

Nenplas, a manufacturer and distributor of plastic extrusions for a variety of 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.

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.

Highlights

NAV total return of 97.69p per share at 31 July 2016, compared to 97.47p at 31 January 2016

NAV at 31 July 2016 of 50.97p per share, after payment of the final dividend of 2.25p per share

Interim dividend declared of 2.00p per share (2015: 2.00p)

Exit from Dantec Hose, generating a total return multiple of 2.1 times cost

New investments completed in The GP Service (UK) and Rockar

Strong pipeline of new rule qualifying private equity investments

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.

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 mechanical and 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 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 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.

New Investments

During the period, two new private company assets were added to the portfolio:

The GP Service (UK) is a provider of on-line medical consultation services, delivered through a web-based platform (www.thegpservice.co.uk) and which offers GP consultations via a video link, with prescriptions issued to a pharmacy of the user's choice. The investment will enable The GP Service 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.

Rockar is an innovative motor retailer with a disruptive technology platform led by a team with extensive experience of the sector. The investment will enable Rockar to enhance its product offering and finance new dealerships in major shopping centres, working in partnership with well-known brands including Jaguar Land Rover and Hyundai. The investment completed in July 2016, with Maven clients investing alongside NVM Private Equity.

The following investments have been completed during the reporting period:

Investment
Date Sector cost
£'000
Website
Unlisted
Rockar 2016 Limited
(trading as Rockar)
July 2016 Automobiles
& parts
483 www.rockar.com
The GP Service (UK) Limited April 2016 Health 398 www.thegpservice.co.uk
Total unlisted investments 881
UK treasury bills
Treasury Bill 12 September 2016 March 2016 2,744
Total UK treasury bills investments 2,744
Total investments 3,625

At the period end, the portfolio stood at 55 unlisted and quoted investments, at a total cost of £16.4 million.

Realisations

In February 2016 your Company realised its investment in Dantec Hose through a sale to an overseas trade buyer, achieving a return of 2.1 times cost over the life of the investment. 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.

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 January
2016
£'000
Sales
proceeds
£'000
Realised
gain/(loss)
£'000
Gain/(loss)
over
January 2016
value
£'000
Unlisted
Kelvinlea Limited 2013 Partial 53 53 53 - -
LCL Hose Limited
(trading as Dantec Hose)1
2011 Complete 219 325 338 119 13
Llanllyr Water Company Limited 2002 Complete 20 17 20 - 3
Maven Co-invest Exodus Limited
Partnership (invested in
Six Degrees Group)
2011 Complete - - 4 4 4
Westway Services Holdings
(2014) Limited
2014 Complete - - 5 5 5
Total unlisted disposals 292 395 420 128 25
Quoted
Software Radio Technology PLC 2005 Complete 6 4 9 3 5
Tangent Communications PLC 2007 Complete 99 9 31 (68) 22
Total quoted disposals 105 13 40 (65) 27
UK treasury bills
Treasury Bill 14 March 2016 2015 Complete 1,995 1,999 2,000 5 1
Treasury Bill 21 March 2016 2015 Complete 1,448 1,449 1,450 2 1
Treasury Bill 20 June 2016 2015 Complete 1,447 1,447 1,450 3 3
Total UK treasury bills disposals 4,890 4,895 4,900 10 5
Total disposals 5,287 5,303 5,360 73 57

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.

Material Developments Since the Period End

No new investments have been made since 31 July 2016. However, given the strength of the current pipeline of investment opportunities, the Manager expects to complete a number of VCT qualifying transactions prior to the year-end. Other than a minor repayment of loan notes by DPP, no realisations have taken place subsequent to the period end.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2016 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 are subject to 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 Committee 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.

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 between 10% and 20% to the prevailing NAV per share. During the period under review 217,000 Shares were bought back at a total cost of £101,000.

Regulatory Developments

As detailed in the 2016 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, aligning it with EU State Aid Rules for smaller company investment. The new rules impose specific restrictions on the types of transactions and companies which 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 nonqualifying investments 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, along with other leading VCT managers, Maven has been engaged in a consultation process led by the industry representative body the Association of Investment Companies (AIC). The 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 aim 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, and 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, and all relevant policies and procedures have been updated as appropriate.

Outlook

Shareholders will be aware of the result of the Referendum held on 23 June 2016, 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 already seeing a short-term benefit from the devaluation of sterling against several major currencies that has occurred to the date of this report.

The Directors are mindful that the introduction of the revised legislation has imposed a number of restrictions on the types of businesses and transactions in which VCTs can invest. This will require the Manager to focus on the provision of development capital or investing in businesses with growth finance requirements, at the expense of management buyout or acquisition based transactions which have traditionally offered more predictable returns. Your Board is confident that the experienced investment resource available to the Manager across its national office network remains capable of sourcing high quality opportunities which comply with the amended rules, whilst continuing to meet its rigorous investment quality criteria.

Notwithstanding the impact of recent legislative changes, your Board remains committed to delivering its core objectives of achieving long term capital appreciation and generating maintainable levels of income for Shareholders. The current portfolio of private company holdings offers the ability to maintain a regular yield for your Company and support future Shareholder returns.

On behalf of the Board Maven Capital Partners UK LLP Secretary

23 September 2016

Investment Portfolio Summary

As at 31 July 2016

Valuation
£'000
Cost
£'000
% of
net
assets
% of
equity held
% of
equity held
by other
clients1
Unlisted
Nenplas Holdings Limited 1,797 525 8.7 6.6 25.9
Torridon (Gibraltar) Limited
(formerly Torridon Capital Limited)
1,128 198 5.4 2.2 37.8
Majenta Logistics Limited 750 750 3.6 9.9 39.9
Vectis Technology Limited 750 750 3.6 9.9 39.9
Lemac No. 1 Limited
(trading as John McGavigan)
728 376 3.5 4.9 31.9
Martel Instruments Holdings Limited 685 748 3.3 9.1 35.2
Ensco 969 Limited (trading as DPP) 660 674 3.2 2.5 32.0
SPS (EU) Limited 559 364 2.7 3.0 39.5
Onyx Logistics Limited 500 500 2.4 9.9 39.9
Rockar 2016 Limited (trading as Rockar) 483 483 2.3 2.7 11.1
CatTech International Limited 456 323 2.2 3.1 26.9
Glacier Energy Services Holdings Limited 434 434 2.1 1.7 26.0
HCS Control Systems Group Limited 423 423 2.0 3.4 33.1
Lambert Contracts Holdings Limited 408 408 2.0 6.1 58.6
Constant Progress Limited 400 400 1.9 7.8 42.0
Equator Capital Limited 400 400 1.9 7.8 42.0
Toward Technology Limited 400 400 1.9 7.8 42.0
The GP Service (UK) Limited 398 398 1.9 4.9 27.6
JT Holdings (UK) Limited (trading as Just Trays) 392 298 1.9 3.3 26.7
Flow UK Holdings Limited 374 374 1.8 4.5 30.5
Fathom Systems Group Limited 355 355 1.7 4.0 56.0
CB Technology Group Limited 347 347 1.7 7.1 71.9
GEV Holdings Limited 336 336 1.6 2.1 33.9
Maven Capital (Llandudno) LLP 336 336 1.6 - 100.0
Assecurare Limited 300 300 1.4 6.0 43.8
Broadwave Engineering Limited 300 300 1.4 6.0 43.8
Vodat Communications Group Limited 299 298 1.4 3.5 38.3
Castlegate 737 Limited
(trading as Cursor Controls)
277 224 1.3 2.3 45.2
R&M Engineering Group Limited 268 357 1.3 4.0 66.6
CHS Engineering Services Limited 249 249 1.2 2.2 21.2
RMEC Group Limited 249 249 1.2 1.6 48.5
Flexlife Group Limited 249 249 1.2 1.0 13.6
Claven Holdings Limited 230 139 1.1 9.5 40.5
Maven Co-invest Endeavour Limited Partnership
(invested in Global Risk Partners)
227 227 1.1 6.5 93.5
Metropol Communications Limited 225 225 1.1 9.9 39.9

Investment Portfolio Summary (continued) As at 31 July 2016

Valuation
£'000
Cost
£'000
% of
net
assets
% of
equity held
% of
equity held
by other
clients1
Unlisted (continued)
TC Communications Holdings Limited 180 309 0.9 2.6 27.4
Attraction World Holdings Limited 153 12 0.7 3.4 35.0
Llanllyr Water Company Limited2 123 143 0.6 - -
ISN Solutions Group Limited 115 181 0.6 2.6 52.4
Endura Limited 114 114 0.5 0.3 5.5
Space Student Living Limited 88 - 0.4 7.0 73.1
Lawrence Recycling &
Waste Management Limited
52 367 0.2 4.0 58.0
Other unlisted investments 2 973 -
Total unlisted investments 17,199 15,516 82.5
Quoted
Cello Group PLC 51 53 0.3 0.1 0.4
Plastics Capital PLC 27 25 0.1 0.1 1.4
Vianet Group PLC (formerly Brulines Group PLC) 24 31 0.1 0.1 1.4
Work Group PLC 14 251 0.1 1.1 2.0
esure Group PLC 13 - 0.1 - -
Other quoted investments 3 488 -
Total quoted investments 132 848 0.7
UK treasury bills
Treasury Bill 12 September 2016 2,749 2,744 13.2
Total UK treasury bills investments 2,749 2,744 13.2
Total investments 20,080 19,108 96.4

1 Other clients of Maven Capital Partners UK LLP.

2 Secured loan notes in respect of deferred consideration.

Analysis of Unlisted and Quoted Portfolio

As at 31 July 2016

Unlisted
valuation
Quoted
valuation
Total
valuation
Industry sector £'000 % £'000 % £'000 %
Support services 3,012 17.4 16 0.1 3,028 17.5
Construction & building materials 2,204 12.6 - - 2,204 12.6
Insurance 1,656 9.5 13 0.1 1,669 9.6
Energy services 1,622 9.4 - - 1,622 9.4
Automobiles & parts 1,211 7.0 - - 1,211 7.0
Technology 1,150 6.6 - - 1,150 6.6
Electronic & electrical equipment 1,033 6.0 - - 1,033 6.0
Speciality & other finance 980 5.7 - - 980 5.7
Telecommunication services 924 5.3 - 924 5.3
Diversified industrials 691 4.0 - - 691 4.0
Engineering & machinery 577 3.3 - - 577 3.3
Household goods & textiles 392 2.2 27 0.2 419 2.4
Food producers & processors 400 2.3 - - 400 2.3
Software & computer services 374 2.2 25 0.1 399 2.3
Health 398 2.3 - - 398 2.3
Real estate 339 2.0 - - 339 2.0
Beverages 123 0.7 - - 123 0.7
General retailers 113 0.7 - - 113 0.7
Media & entertainment - - 51 0.3 51 0.3
Total 17,199 99.2 132 0.8 17,331 100.0

Valuation by Industry Group

Analysis of Unlisted and Quoted Portfolio (continued) As at 31 July 2016

Valuation
Deal type Number £'000 %
Unlisted
Management buy-out 13 5,177 29.9
Acquisition finance 10 4,028 23.2
Development capital 10 2,503 14.4
Buy & build 2 2,024 11.7
Replacement capital 4 1,556 9.0
Buy-in/management buy-out 3 1,105 6.4
Management buy-in 1 347 2.0
Mezzanine 1 336 1.9
Early-stage 1 123 0.7
Total unlisted 45 17,199 99.2
Quoted 10 132 0.8
Total unlisted and quoted 55 17,331 100.0

Valuation by Deal Type

Financial Statements

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

Income Statement

For the Six Months Ended 31 July 2016

Six months ended 31 July 2016 (unaudited) Six months ended 31 July 2015
(unaudited)
Year ended 31 January 2016
(audited)
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Gains on investments - 224 224 - 1,915 1,915 - 3,085 3,085
Income from investments 278 - 278 498 - 498 1,025 - 1,025
Other income 1 - 1 - - - - - -
Investment management fees (29) (264) (293) (60) (540) (600) (116) (1,041) (1,157)
Other expenses (121) - (121) (55) - (55) (188) - (188)
Net return on ordinary
activities before taxation
129 (40) 89 383 1,375 1,758 721 2,044 2,765
Tax on ordinary activities (12) 12 - - - - (119) 119 -
Return attributable to
Equity Shareholders
117 (28) 89 383 1,375 1,758 602 2,163 2,765
Earnings per share (pence) 0.29 (0.07) 0.22 1.15 4.11 5.26 1.48 5.33 6.81

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

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

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

Reconciliation of Movements in Shareholders' Funds For the Six Months Ended 31 July 2016

(unaudited)
£'000
(unaudited)
£'000
Year ended 31 January 2016
(audited)
£'000
21,770 20,834 20,834
89 1,758 2,765
- 3,965 3,966
- 26 18
(101) - -
(205) (82) (411)
(719) (800) (5,402)
20,834 25,701 21,770
Six months ended 31 July 2016
Six months ended 31 July 2015

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

Balance Sheet

As at 31 July 2016

31 July 2016
(unaudited)
£'000
31 July 2015
(unaudited)
£'000
31 January 2016
(audited)
£'000
Fixed assets
Investments at fair value through profit or loss 20,080 24,545 21,591
Current assets
Debtors 220 307 221
Cash 577 1,293 688
797 1,600 909
Creditors
Amounts falling due within one year (43) (444) (730)
Net current assets 754 1,156 179
Net assets 20,834 25,701 21,770
Capital and reserves
Called up share capital 4,087 4,109 4,109
Share premium account 9,473 9,480 9,473
Capital reserve - realised (12,194) (11,769) (11,296)
Capital reserve - unrealised 972 5,108 821
Special distributable reserve 17,741 17,842 17,842
Capital redemption reserve 317 295 295
Revenue reserve 438 636 526
Net assets attributable to Equity Shareholders 20,834 25,701 21,770
Net asset value per Ordinary Share (pence) 50.97 62.60 53.00

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 23 September 2016 and were signed on its behalf by:

John Lawrence MBE Director

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

Cash Flow Statement

For the Six Months Ended 31 July 2016

Six months ended
31 July 2016
(unaudited)
£'000
Six months ended
31 July 2015
(restated)*
(unaudited)
£'000
Year ended
31 January 2016
(audited)
£'000
Net cash flows from operating activities (1,098) (630) (1,034)
Cash flows from investing activities
Investment income received 276 473 1,065
Deposit interest received 1 - -
Purchase of investments (3,625) (12,056) (27,006)
Sale of investments 5,360 9,148 28,244
Net cash flows from investing activities 2,012 (2,435) 2,303
Cash flows from financing activities
Equity dividends paid (924) (882) (5,813)
Issue of Ordinary Shares - 3,992 3,984
Repurchase of Ordinary Shares (101) - -
Net cash flows from financing activities (1,025) 3,110 (1,829)
Net (decrease)/increase in cash (111) 45 (560)
Cash at beginning of period 688 1,248 1,248
Cash at end of period 577 1,293 688

*The July 2015 cash flow has been restated for the presentational requirements of FRS 102.

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

Notes to the Financial Statements

For the Six Months Ended 31 July 2016

1. Accounting Policies

The financial information for the six months ended 31 July 2016 and the six months ended 31 July 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 January 2016, 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
Special
distributable
reserve
£'000
Capital
redemption
reserve
£'000
Revenue
reserve
£'000
At 31 January 2016 9,473 (11,296) 821 17,842 295 526
Gains on sale of investments - 73 - - - -
Net increase in value of investments - - 151 - - -
Investment management fees - (264) - - - -
Dividends paid - (719) - - - (205)
Tax effect of capital items - 12 - - - -
Repurchase and cancellation of shares - - - (101) 22 -
Net return on ordinary activities
after taxation
- - - - - 117
As at 31 July 2016 9,473 (12,194) 972 17,741 317 438
3. Returns per Ordinary Share Six months ended
31 July 2016
The returns per share have been based on the
following figures:
Weighted average number of Ordinary Shares 41,042,326
Revenue return £117,000
Capital return (£28,000)
Total return £89,000

General Information

  • Directors' Responsibility Statement
  • Your Notes

Directors' Responsibility Statement

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

  • the Financial Statements for the six months ended 31 July 2016 have been prepared in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland;
  • 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 January 2017; 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.

By order of the Board Maven Capital Partners UK LLP Secretary

23 September 2016

Your Notes

Your Notes

Contact Information

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 & Wales Company Registration Number: 4135802
Website www.mavencp.com/migvct2
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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