Annual Report • Nov 30, 2019
Annual Report
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Annual Report for the year ended 30 November 2019
Maven Income and Growth VCT 3 PLC (the Company) is a public limited company limited by shares. It was incorporated in England and Wales on 7 September 2001 with company registration number 04283350. Its registered office is at Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF.
The Company 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.
The Company is a small registered, internally managed alternative investment fund under the Alternative Investment Fund Managers Directive (AIFMD).
The Company aims to achieve long-term capital appreciation and generate income for Shareholders.
The Articles of Association (Articles) 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 (AGM) to be held in 2025 or, if later, at the AGM following the fifth anniversary of the latest allotment of new shares.
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 Limited (020 7647 8132).
The Company currently conducts its affairs so that the shares issued by it can be recommended by 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 do so for the foreseeable future. The Company's shares are excluded from the FCA's restrictions that apply to non-mainstream investment products because they are shares in a venture capital trust and the returns to investors are predominantly based on investments in private companies or publicly quoted securities.
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 non-existent 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: 0300 123 2040
Website: www.actionfraud.police.uk
FCA
| Financial Highlights | 4 | |
|---|---|---|
| Your Board | 7 | |
| Chairman's Statement | 9 | |
| Business Report | 13 | |
| Analysis of Unlisted and Quoted Portfolio | 19 | |
| Investment Manager's Review | 21 | |
| Largest Investments by Valuation | 31 | |
| Investment Portfolio Summary | 37 |
| Directors' Report | 40 |
|---|---|
| Directors' Remuneration Report | 46 |
| Statement of Corporate Governance | 50 |
| Statement of Directors' Responsibilities | 55 |
| Report of the Audit & Risk Committee | 56 |
| Independent Auditor's Report to the Members of Maven Income and Growth VCT 3 PLC |
60 |
| Income Statement | 67 |
|---|---|
| Statement of Changes in Equity | 68 |
| Balance Sheet | 69 |
| Cash Flow Statement | 70 |
| Notes to the Financial Statements | 71 |
| Notice of Annual General Meeting | 82 |
|---|---|
| Explanatory Notes to the Notice of Annual General Meeting |
88 |
| Glossary | 90 |
As at 30 November 2019
Net asset value (NAV)
£40.7m
Proposed final dividend per Ordinary Share
NAV per Ordinary Share
Dividends paid to date* per Ordinary Share
84.17p
NAV total return1* per Ordinary Share
144.09p
Annual yield2*
7.34%
The above chart shows the NAV total return per Ordinary Share as at the end of November in each year. Dividends that have been declared but not yet paid are included in the NAV at the balance sheet date. The policy for valuing investments is disclosed in Note 1 to the Financial Statements.
| 30 November 2019 |
30 November 2018 |
30 November 2017 |
|
|---|---|---|---|
| NAV | £40,738,000 | £42,409,000 | £34,015,000 |
| NAV per Ordinary Share | 59.92p | 61.49p | 72.35p |
| Dividends paid (or proposed) per Ordinary Share for year |
4.00p | 10.95p | 14.52p |
| Dividends paid per Ordinary Share to date* |
84.17p | 82.17p | 71.22p |
| NAV total return per Ordinary Share1 * |
144.09p | 143.66p | 143.57p |
| Share price3 | 54.50p | 57.00p | 66.50p |
| Discount to NAV* | 9.05% | 7.30% | 8.09% |
| Annual yield2 * |
7.34% | 19.21% | 21.83% |
| Ordinary Shares in issue | 67,983,600 | 68,973,462 | 47,016,945 |
1 Sum of current NAV per Ordinary Share and dividends paid per Ordinary Share to date (excluding initial tax relief).
2Based on dividends paid or proposed for the year and the closing mid-market share price at the year end.
3 Closing mid-market price at the year end (Source: IRESS).
*Definitions of these Alternative Performance Measures (APMs) can be found in the Glossary on page 90. The principal Key Performance Indicators (KPIs) can be found in the Business Report on page 16 of this Annual Report.
| Year ended 30 November | Payment date | Interim/final | Payment (p) | Annual payment (p) |
|---|---|---|---|---|
| 2003 - 2014 | 45.20 | |||
| 2015 | 28 August 2015 | Interim | 2.00 | |
| 29 April 2016 | Final | 3.75 | 5.75 | |
| 2016 | 2 September 2016 | Interim | 2.00 | |
| 28 April 2017 | Final | 3.75 | 5.75 | |
| 2017 | 14 July 2017 | First interim | 2.71 | |
| 15 September 2017 | Second interim | 5.14 | ||
| 30 November 2017 | Third interim | 6.67 | 14.52 | |
| 2018 | 13 April 2018 | First interim | 5.70 | |
| 22 June 2018 | Second interim | 5.25 | 10.95 | |
| 2019 | 30 August 2019 | Interim | 2.00 | |
| Total dividends paid since inception | 84.17 | |||
| 2019 | 17 April 2020 | Proposed final | 2.00 | 4.00 |
| Total dividends paid or proposed since inception |
86.17 |
For the Year Ended 30 November 2019
| Valuation 30 November 2018 £'000 % |
Net investment/ (disinvestment) £'000 |
Appreciation/ (depreciation) £'000 |
Valuation 30 November 2019 % |
|||
|---|---|---|---|---|---|---|
| Unlisted investments | ||||||
| Equities | 9,893 | 23.3 | 3,520 | 877 | 14,290 | 35.1 |
| Loan stock | 9,910 | 23.4 | (483) | (540) | 8,887 | 21.8 |
| 19,803 | 46.7 | 3,037 | 337 | 23,177 | 56.9 | |
| AIM/NEX investments | ||||||
| Equities | 324 | 0.8 | 558 | 23 | 905 | 2.2 |
| Listed investments | ||||||
| Equities | 23 | 0.1 | (23) | - | - | - |
| Investment trusts | 958 | 2.3 | 1,302 | 281 | 2,541 | 6.2 |
| Total investments | 21,108 | 49.9 | 4,874 | 641 | 26,623 | 65.3 |
| Other net assets | 21,301 | 50.1 | (7,186) | - | 14,115 | 34.7 |
| Net assets | 42,409 | 100.0 | (2,312) | 641 | 40,738 | 100.0 |
The Board of Directors is responsible for setting and monitoring the Company's strategy, supervising the management of Maven Income and Growth VCT 3 PLC and looking after the interests of its Shareholders. The Board consists of four non-executive Directors, the majority of whom are independent of the Manager. The biographies set out below indicate the Directors' range of investment, commercial and professional experience. Further details are also provided in the Directors' Report and in the Statement of Corporate Governance.
Atul Devani Chairman and Independent Non-executive Director
David Allan Independent Non-executive Director
Relevant experience and other directorships: Atul has held a number of senior positions in software technology companies operating in various sectors including finance, mobile, telecoms, food & drink, health and pharmaceuticals. He was founder and chief executive officer of AIM listed United Clearing Plc, which was sold to BSG in 2006. He is currently a director of, and an investor in, a number of private limited companies, including The GP Service (UK) Limited, and is also mentor of entrepreneurs at the Company of Information Technologists in the City of London. Atul has a First Class Honours Degree in Electronic Engineering from the University College of North Wales.
Length of service: A Director since 5 April 2014 and Chairman of the Board and Nomination Committee since 13 April 2016.
Re-elected to the Board: 10 April 2019.
Committee Member: Audit & Risk, Management Engagement, Nomination (Chairman) and Remuneration.
Employment by Manager: None.
Shared directorships with other Directors: None.
Shareholding in the Company: 184,607 Ordinary Shares.
Relevant Experience and other Directorships: David is a legally qualified corporate finance practitioner with significant experience in equity investment, M&A, VCTs and AIM. He is currently an executive director of Aridhia Informatics Limited, a private equity backed technology company. He is also a partner of Davidson Chalmers Stewart LLP, a commercial law firm based in Scotland. Prior to this, David was a partner with Biggart Baillie LLP and Brodies LLP.
Length of Service: A Director since 1 March 2017 and Chairman of the Remuneration Committee since 26 October 2017.
Elected to the Board: 27 April 2017.
Committee Member: Audit & Risk, Management Engagement, Nomination and Remuneration (Chairman).
Employment by the Manager: None.
Share Directorships with other Directors: None.
Shareholding in the Company: 14,853 Ordinary Shares.
Bill Nixon Non-executive Director
Length of service: An alternate Director since 1 November 2005; appointed a Director on 10 July 2008.
Re-elected to the Board: 10 April 2019.
Committee Member: Nomination.
Employment by the Manager: Since 2009; with Aberdeen 1999 to 2009.
Shared directorships with other Directors: None.
Shareholding in the Company: 683,444 Ordinary Shares.
Relevant experience and other directorships: Keith is a Fellow of the Institute of Chartered Accountants of England and Wales. He is a partner at Alantra Corporate Finance, formerly Catalyst Corporate Finance, which he founded in 1998 along with two others and where he leads the construction sector team. Over the past twenty years he played a major role in the growth of Catalyst and in September 2017 the business was sold to Alantra Group, the Spanish listed midmarket investment bank. Prior to establishing Catalyst, Keith spent thirteen years at the successor firms of PwC and Deloitte, including a three year period in the Far East, operating out of Hong Kong.
Length of service: A Director since 15 April 2015 and Chairman of the Audit & Risk and Nomination Committees since 13 April 2016.
Re-elected to the Board: 11 April 2018.
Committee Member: Audit & Risk (Chairman), Management Engagement (Chairman), Nomination and Remuneration.
Employment by the Manager: None.
Shared directorships with other Directors: None.
Shareholding in the Company: 99,202 Ordinary Shares.
Keith Pickering Independent Non-executive Director
NAV total return at the year end of 144.09p per share (2018: 143.66p)
NAV at the year end of 59.92p per share (2018: 61.49p), after payment of the interim dividend of 2.00p per share
Final dividend of 2.00p per share proposed
Offer for Subscription closed fully subscribed
Deployment of £6.1 million in total, which includes investments in 16 new private and AIM quoted companies
Two profitable realisations completed during the year, with a further two full exits completing after the period end
Your Board is pleased to report on another year of progress, which has seen NAV total return increase to 144.09p per share. The Directors are encouraged by the strong investment rate that has been achieved during the year, with the acquisition of 16 new portfolio company holdings and the deployment of £6.1 million of investor capital. This is consistent with the strategy of building a large, broadly based portfolio of emerging and fast growing companies to support future growth in Shareholder value. There has also been notable exit activity, with the profitable realisation of two of the more established portfolio holdings. The Directors are cognisant of Shareholders' expectations with respect to dividend payments and, in recognition of the performance achieved in the financial year, are pleased to propose a final dividend of 2.00p per share, making the total dividend for the year 4.00p per share.
Following the success of the 2017/18 fund raising, and with healthy levels of liquidity, a key focus for the reporting period was to maintain momentum in the rate of investment, to ensure effective utilisation of the new capital in line with the regulatory timeframe for deployment. The Board is pleased to report that your Company completed its highest ever number of investments in a single year and comfortably achieved its required target. This successful outturn is testament to Maven's regionally focused investment approach, which has evolved over recent years to focus on early stage investment for its VCT clients. The Board remains committed to further expanding the portfolio to ensure that Shareholders have increasing exposure to a diverse range of attractive, fast growing private company and AIM quoted holdings that are capable of generating capital gains. The ability to invest across both markets is therefore an important differentiator, giving access to a wider range of companies and scope to realise profits earlier.
In order to continue to help increase the size and scale of your Company a top-up Offer for Subscription was launched on 13 November 2019 with the objective of raising up to £7.5 million of new capital. On 28 January 2020, the Board announced that the Company had received subscriptions up to its fundraising limit of £7.5 million and that the Offer was closed for further applications. On 5 February 2020, 11,065,572 new Ordinary Shares were allotted in respect of applications for the 2019/20 tax year. A further allotment in respect of applications for the 2020/21 tax year, will take place as soon as practicable after 6 April 2020.
This additional liquidity will enable your Company to continue to expand its portfolio through the acquisition of new investments across a wide range of sectors, whilst also supporting existing companies that are growing and require additional capital to deliver their plans. As the portfolio evolves and the proportion of early stage companies continues to increase, the ability to provide follow-on funding will become an increasingly important element of the investment strategy, as many of these companies will require several rounds of funding before they reach maturity and value is optimised. The Manager has, therefore, taken the cautious approach of making smaller initial investments, often as part of a syndicate with another VCT house or co-investment partner, as a means of managing portfolio risk. The Board recognises the opportunity to generate significant capital gains from early-stage companies has to be balanced against their inherently different risk profile. Investing through a phased approach provides the opportunity to monitor commercial progress closely and continually assess the merits of investment before committing further financial support.
The Investment Manager's Review on pages 21 to 30 of this Annual Report contains a detailed analysis of portfolio developments and a summary of the investments completed during the year. Whilst political and economic uncertainty continued to dominate the UK's macro-economic outlook throughout the financial year, it is reassuring to report that the portfolio has not been discernibly impacted to date. The majority of the underlying investee companies have limited direct exposure to the EU, and those that do have been implementing contingency plans to mitigate any potential impact.
The continuing positive performance achieved by a number of the more established private companies has enabled the valuations of certain assets to be increased. Those companies that are at an earlier stage of development have generally performed in line with expectations, with most achieving growth in revenue over the previous year, which has, in a small number of cases, warranted uplifts to valuations. Inevitably, however, there are other investments that are operating behind plan or have experienced a market adjustment that has influenced performance and, as a result, the valuations of these assets have been reduced. In addition, one early stage portfolio company was unable to scale in line with the business plan and the value of that holding was fully written down before the business was placed into administration.
Two notable exits completed during the period. In June 2019, the holdings in Just Trays, the UK's leading designer and manufacturer of shower trays and accessories, and wind turbine blade maintenance specialist GEV were realised for total returns of 2.0 times and 2.7 times cost over their respective holding periods. The Board is aware that discussions are underway regarding further potential exits from other portfolio companies, although there can be no certainty that these will result in profitable realisations.
As Shareholders will be aware from recent Interim and Annual Reports, decisions on distributions take into consideration the availability of surplus revenue, the realisation of capital gains, the adequacy of distributable reserves and the VCT qualifying level, all of which are kept under close and regular review by the Board and the Manager. During 2017 and 2018, your Company made a number of enhanced dividend payments, which occurred outwith the normal dividend payment cycle and were the result of a build-up of distributable reserves and the requirement to maintain ongoing compliance with the VCT regulations.
Whilst your Company does not have a specific dividend target, the Board and the Manager recognise the importance of tax-free distributions to Shareholders and, following recent realisation activity, are pleased to propose a final dividend of 2.00p per Ordinary Share, in respect of the year ended 30 November 2019. The dividend will be paid on 17 April 2020 to Shareholders on the register at 20 March 2020. This will bring total distributions for the year to 4.00p per Ordinary Share, representing a yield of 7.34% based on the year end closing mid-market share price of 54.50p. Since the Company's launch, and after receipt of the proposed final dividend, Shareholders will have received 86.17p per share in tax-free distributions. It should be noted that the effect of paying dividends is to reduce the NAV of the Company by the total cost of the distribution.
At the Company's 2019 AGM, Shareholders approved a Special Resolution to cancel the share premium account and the capital redemption reserve, pursuant to the Companies Act 2006, to create a further pool of distributable reserves that could be used for future dividends or any other applicable purpose. On 4 December 2019, the Company announced that the High Court of Justice had confirmed the cancellation of the share premium account and the capital redemption reserve. The Court Order was registered by the Registrar of Companies on 19 November 2019, at which point the cancellation became effective.
Whilst the level of distributable reserves has increased, the Directors would like to remind Shareholders that as the portfolio evolves, and a greater proportion of holdings are invested in young companies with growth capital requirements, there are likely to be fluctuations in the quantum and timing of dividend payments. Distributions will be more closely linked to realisation activity and will also reflect the Company's requirement to maintain its VCT qualifying level. If larger distributions are required this could result in a reduction in NAV per share, however the Board considers this to be a tax efficient means of returning value to Shareholders whilst ensuring ongoing compliance with the requirements of the VCT legislation.
Your Company operates a DIS, through which Shareholders may elect to have their dividend payments used to subscribe for new Ordinary Shares issued by the Company under the standing authority requested from Shareholders at AGMs. Shares issued under the DIS should qualify for VCT tax relief applicable for the tax year in which they are allotted, subject to an individual Shareholder's particular circumstances. If a Shareholder is in any doubt about the merits of participating in the DIS, or their own tax status, they should seek advice from a suitably qualified adviser.
Shareholders who wish to participate in the DIS in respect of future dividends, including the payment of the proposed final dividend, should ensure that a DIS mandate or CREST instruction, as appropriate, is received by the Registrar (Link Market Services) prior to 3 April 2020, this being the next dividend election date. The mandate form, terms & conditions and full details of the scheme (including further details about tax considerations) are available from the Company's website at www.mavencp.com/migvct3. An election to participate in the DIS can also be made through the Registrar's share portal at www.signalshares.com.
On 13 November 2019, the Directors of your Company, together with the board of Maven Income and Growth VCT 4 PLC, launched joint Offers for Subscription of new Ordinary Shares for up to £15 million in aggregate (£7.5 million for each company). Your Company's Offer closed on 28 January 2020, fully subscribed.
The allotment of 11,065,572 new Ordinary Shares, in respect of the 2019/20 tax year, was made on 5 February 2020. The allotment for the 2020/21 tax year will take place as soon as practicable after 6 April 2020.
This additional liquidity will enable your Company to continue to expand the portfolio by investing in ambitious, growth focused private and AIM quoted companies that operate across a range of sectors, and are capable of generating capital gains. It will also ensure that existing portfolio companies can continue to be supported through follow-on funding where there is an ongoing business case and commercial traction that merits support. Furthermore, the funds raised will allow your Company to maintain its share buy-back policy, whilst also spreading costs over a wider asset base in line with the objective of maintaining a competitive total expense ratio for the benefit of all Shareholders.
Further details regarding the new Ordinary Shares issued under the Offer for Subscription can be found in Note 12 to the Financial Statements.
Shareholders will be aware that a primary objective for the Board is to ensure that the Company retains sufficient liquidity for making investments in line with its stated policy, and for the continued payment of dividends. However, the Directors also acknowledge the need to maintain an orderly market in the Company's shares and have, therefore, delegated authority to the Manager to buy back shares in the market 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 5% and 10% to the prevailing NAV per share.
Whilst the 2019 Budget did not introduce further amendments to the rules governing VCTs, a key focus for the financial year has been satisfying the requirements of the Finance Act 2018, which increased the threshold level of qualifying investments that a VCT must hold from 70% to 80%. The Directors are pleased to confirm that this was achieved ahead of 1 December 2019, being the date of compliance for your Company. The qualifying position will continue to be closely monitored by the Manager and reviewed by the Board on a regular basis.
In February 2019, the Association of Investment Companies (AIC) issued an updated version of the AIC Code of Corporate Governance (the AIC Code), reflecting the revised UK Corporate Governance Code (the UK Code), which was published in July 2018. Having considered the implications and reporting obligations under the revised Codes, and consistent with maintaining high standards of corporate governance, the Board has elected to adopt the AIC Code ahead of your Company's required application date, which is 30 November 2020 (being the end of the first accounting period beginning after 1 January 2019). Shareholders will note the inclusion of a number of additional disclosures in this Annual Report, reflecting application of the AIC Code. The notable changes to the revised AIC Code are highlighted in the statement of Corporate Governance on page 50 of this Annual Report.
During the year, the Manager has been working towards the implementation of the Senior Managers and Certification Regime (SMCR) which, for solo regulated firms such as Maven, came into effect on 9 December 2019. The SMCR replaces the FCA's approved person regime and aims to increase transparency and accountability of processes and structures within FCA regulated entities, including Maven. Whilst the introduction of this regime will have no direct impact on the way in which your Company is managed or administered, the Board is pleased to note that all necessary requirements of the SMCR were achieved by Maven ahead of the application date.
The 2020 AGM will be held in the London office of Maven Capital Partners UK LLP on 8 April 2020 commencing at 12.00 noon. The Notice of Annual General Meeting can be found on pages 82 to 87 of this Annual Report.
During the reporting period your Company has made considerable progress in laying the foundations for future growth. Over the past two years the portfolio has experienced a significant level of expansion and diversification with the addition of 25 new private and AIM quoted investments, which complement and balance the portfolio of older, more mature investments. The Board anticipates that the recent strong level of investment activity will continue during the first half of the new financial year, and that a combination of building a larger asset base and raising further capital will leave your Company well positioned to generate positive Shareholder returns in the future.
Atul Devani Chairman 10 March 2020
This Business Report is intended to provide an overview of the strategy and business model of the Company, as well as the key measures used by the Directors in overseeing its management. The Company is a venture capital trust and invests in accordance with the investment objective set out below.
The Company aims to achieve long-term capital appreciation and generate income for Shareholders.
The Company intends to achieve its objective by:
The Board and the Audit & Risk Committee have an ongoing process for identifying, evaluating and monitoring the principal and emerging risks and uncertainties facing the Company. The risk register and dashboard form key parts of the Company's risk management framework used to carry out a robust assessment of the risks, including a significant focus on the controls in place to mitigate them. The principal and emerging risks and uncertainties facing the Company are considered to be as follows:
The majority of the Company's investments are in small and medium sized unquoted UK companies and AIM/NEX quoted companies which, by their nature, carry a higher level of risk and lower liquidity than investments in large quoted companies. The Board aims to limit the risk attached to the investment portfolio as a whole by ensuring that a robust and structured selection, monitoring and realisation process is applied. The Board reviews the investment portfolio with the Manager on a regular basis.
The Company manages and minimises investment risk by:
The Board regularly reviews the system of internal controls, both financial and non-financial, operated by the Company, the Manager and other third party outsourcers such as the Custodian and Registrar. These include controls designed to ensure that the Company's assets are safeguarded, all records are complete and accurate and that the third parties have adequate controls in place to prevent data protection and cyber security failings.
The Company operates in a complex regulatory environment and faces a number of related risks, including:
The Board works closely with the Manager to ensure compliance with all applicable and upcoming legislation, such that VCT qualifying status is maintained. Further information on the management of this risk is detailed under other headings in this Business Report.
The Directors strive to maintain a good understanding of the changing regulatory agenda and consider emerging issues so that appropriate changes can be implemented and developed in good time. In order to maintain its approval as a VCT, the Company is required to comply with current VCT legislation in the UK as well as the EU State Aid Rules. Changes to either legislation could have an adverse impact on Shareholder investment returns, whilst maintaining the Company's VCT status. The Board and the Manager continue to make representations where appropriate, either directly or through relevant industry bodies such as the AIC and the British Venture Capital Association (BVCA).
The Company has retained Philip Hare & Associates LLP as its principal VCT adviser and also uses the services of a number of other VCT advisers on a transactional basis.
Breaches of other regulations including, but not limited to, the Companies Act, the FCA Listing Rules, the FCA Disclosure Guidance and Transparency Rules, the GDPR, or the Alternative Investment Fund Managers Directive (the AIFMD), could lead to a number of detrimental outcomes and reputational damage. Breaches of controls by service providers to the Company could also lead to reputational loss or damage.
The AIFMD, which regulates the management of alternative investment funds, including VCTs, introduced an authorisation and supervisory regime for all investment companies in the EU. The Company is a small registered, internally managed alternative investment fund under the AIFMD.
The Company is also required to comply with tax legislation under the Foreign Account Tax Compliance Act and the Common Reporting Standards. The Company has appointed Link Market Services to act on its behalf to report annually to HMRC and ensure compliance with this legislation.
The full political, economic and legal consequences of the UK leaving the EU are not yet known. It is possible that investments in the UK may be more difficult to value and assess for suitability of risk, harder to buy or sell, and may be subject to greater or more frequent rises and falls in value. In the longer term, there is likely to be a period of uncertainty as the UK seeks to negotiate its ongoing relationship with the EU and other global trade partners.
In the future, UK laws and regulations, including those relating to investment companies and AIFMs, may diverge from those of the EU. This may lead to changes in the operation of the Company, the rights of investors, or the list of territories in which the shares of the Company can be promoted or sold.
The Board regularly reviews the political situation, together with any associated changes to the economic, regulatory and legislative environment, in order to ensure that any risks are mitigated as effectively as possible.
The Board recognises that climate change is an important emerging risk that all companies should take into consideration within their strategic planning. As referred to elsewhere in this Strategic Report and in the Statement of Corporate Governance, the Company has little direct impact on environmental issues. However, the Company has introduced measures to reduce the cost and environmental impact of the production and circulation of Shareholder documentation such as the annual and interim reports. This has resulted in a significant reduction in the number of paper copies being printed and posted, with fewer than 10% of Shareholders now receiving printed reports.
The Board is also aware that the Manager continues to take into account environmental, social and governance matters when considering investment proposals. VCTs in general are regarded as supporting small and medium sized enterprises, which helps to create local employment across a range of UK geographical regions.
The Directors are aware that an ineffective Board could have a negative impact on the Company and its Shareholders. The Board recognises the importance of effective leadership and board composition, and this is ensured by completing an annual evaluation process, with action taken if required.
The Directors are aware of the risk that investment opportunities could fail, or the management of the VCT could breach the Management and Administration Deed or regulatory parameters, due to lack of knowledge and/or experience of the investment professionals acting on behalf of the Company. To manage this risk, the Board has appointed Maven as investment manager, as it employs skilled professionals with the required VCT knowledge and experience. In addition, the Board takes comfort that the Manager's controls have been updated to ensure compliance with the SMCR.
The Directors are also mindful of the impact that the loss of the Manager's key employees could have on both investment opportunities that may be lost or existing investments that may fail. The Board is reassured by the Manager's approach to incentivising staff and ensuring that adequate notice periods are included in all contracts of employment.
As most of the investments require a mid to long term commitment and are relatively illiquid, the Company retains a portion of the portfolio in cash and listed investment trusts in order to finance any new or follow-on investment opportunities. The Company has only limited direct exposure to currency risk and does not enter into any derivative transactions.
The valuation of investment companies may be affected by underlying economic conditions such as fluctuating interest rates and the availability of bank finance, which can be impacted during times of geopolitical uncertainty and fluctuating markets. The economic and market environment is kept under constant review and the investment strategy of the Company is adapted so far as possible to mitigate emerging risks.
The Company may hold financial instruments and cash deposits and is dependent on counterparties discharging their agreed responsibilities. The Directors consider the creditworthiness of the counterparties to such instruments and seek to ensure that there is no undue concentration of exposure to any one party.
An explanation of certain economic and financial risks and how they are managed is contained in Note 16 to the Financial Statements.
The Company is adhering to its stated investment policy and managing the risks arising from it. This can be seen in various tables and charts throughout this Annual Report, from information provided in the Chairman's Statement and in the Investment Manager's Review. A review of the Company's business, its position as at 30 November 2019 and its performance during the year then ended is included in the Chairman's Statement, which also includes an overview of the Company's business model and strategy.
The management of the investment portfolio has been delegated to Maven, which also provides company secretarial, administrative and financial management services to the Company. The Board is satisfied with the depth and breadth of the Manager's resources and its nationwide network of offices, which supply new deals and enable it to monitor the geographically widespread portfolio of companies effectively.
The Investment Portfolio Summary on pages 37 to 39 of this Annual Report discloses the investments in the portfolio and the degree of co-investment with other clients of the Manager. The tabular analysis of the unlisted and quoted portfolio on pages 19 and 20 shows that the portfolio is diversified across a variety of sectors and transaction types. The level of qualifying investments is monitored continually by the Manager and reported to the Audit & Risk Committee quarterly, or as otherwise required.
During the year, the net return on ordinary activities before taxation was £256,000 (2018: £74,000), gains on investment were £641,000 (2018: £521,000) and earnings per share were 0.37p (2018: 0.12p). The Directors also use a number of Alternative Performance Measures (APMs) in order to assess the Company's success in achieving its objectives, and these also enable Shareholders and prospective investors to gain an understanding of its business. The APMs are shown in the Financial Highlights on page 5.
In addition, the Board considers the following to be KPIs:
The NAV total return is considered to be a more appropriate long-term measure of Shareholder value as it includes both the current NAV per share and the sum of dividends paid to date. The annual yield is the total dividends paid for the financial year, expressed as a percentage of the share price at the year end date. The Directors seek to pay dividends to provide a yield and comply with the VCT rules, taking account of the level of distributable reserves, profitable realisations in each accounting period and the Company's future cash flow projections. The share price discount to NAV is the percentage by which the mid-market price of a share is lower than the NAV per share. A historical record of these measures is shown in the Financial Highlights on pages 4 and 5. The change in the profile of the portfolio is reflected in the Summary of Investment Changes on page 6. Definitions of these APMs can be found in the Glossary on page 90. The Board also reviews the Company's investment income and operational expenses on a quarterly basis, as the Directors consider that both of these elements are important components in the generation of Shareholder returns. Further information can be found in Notes 2 and 4 to the Financial Statements on page 73.
There is no VCT index against which to compare the performance of the Company. However, for reporting to the Board and Shareholders, the Manager uses comparisons with the most appropriate index, being the FTSE AIM All-Share Index. The Directors also consider non-financial performance measures such as the flow of investment proposals and ranking of the VCT sector by independent analysts.
In addition, the Directors consider economic, regulatory and political trends and factors that may impact on the Company's future development and performance.
Investments held by Maven Income and Growth VCT 3 PLC in unquoted companies are valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Investments quoted or traded on a recognised stock exchange, including AIM, are valued at their bid prices.
At the forthcoming AGM, the Board will seek the necessary Shareholder authority to continue to conduct share buy-backs under appropriate circumstances.
The Directors recognise the importance of an effective Board and its ability to discuss, review and make decisions to promote the long-term success of the Company and protect the interests of its key stakeholders. As required by provision 5 of the AIC Code (and in line with the UK Code), the Board has discussed the Directors' duty under Section 172 of the Companies Act and how the interests of key stakeholders have been considered in the Board discussions and decision making during the year. This has been summarised in the table below:
| Stakeholder | Form of Engagement | Influence on Board/Committee decision making |
|---|---|---|
| Shareholders | Annual General Meeting - Shareholders are encouraged to attend the AGM and are provided with the opportunity to ask questions and engage with the Directors and the Manager. Shareholders are also encouraged to exercise their right to vote on the resolutions proposed at the AGM. Shareholder Documents – the Company reports formally to Shareholders by publishing Annual and Interim Reports, normally in March and July each year. In the instance of a corporate action taking place, the Board will communicate with Shareholders through the issue of a Circular and, if required, a Prospectus. In addition, significant matters or reporting obligations are disseminated to Shareholders by way of Stock Exchange Announcements. The Company Secretary acts as a key point of contact for the Board and communications received from Shareholders are circulated to the whole Board. |
Dividend Declarations – the Board recognises the importance of tax-free dividends to Shareholders and takes this into consideration when making decisions to pay interim and propose final dividends for each year. Further details regarding dividends for the year under review can be found in the Chairman's Statement on pages 9 and 12. Share Buy-Back Policy – the Directors recognise the importance to Shareholders of the Company maintaining an active buy-back policy and considered this when establishing the current programme. Further details can be found in the Chairman's Statement on page 11 and in the Directors' Report on page 43. Offer for Subscription – in making a decision to launch an Offer for Subscription, the Directors considered that it would be in the interest of Shareholders to continue to grow the portfolio and make investments across a diverse range of sectors. By growing the Company, costs are spread over a wider asset base, which helps to promote a competitive total expense ratio, which is in the interests of Shareholders. In addition, the increased liquidity helps support the buy-back policy referred to above. Further details regarding the Offer for Subscription can be found in the Chairman's Statement on pages 9 to 12. Liquidity Management – as a result of the success of the recent Offer for Subscription, the Company has a strong liquidity position and the Board is conscious that it will take time for the Manager to deploy the funds raised. In order to generate income and add value for Shareholders, the Board has an active liquidity management policy, which has the objective of generating income from the cash held prior to investment. Further details regarding the liquidity management policy can be found in the Investment Manager's Report on page 23. |
| Stakeholder | Form of Engagement | Influence on Board/Committee decision making |
|---|---|---|
| Portfolio Companies |
Quarterly Board Meetings – the Manager reports to the Board on the portfolio companies and the Directors challenge the Manager where they feel it is appropriate. The Manager then communicates directly with each portfolio company, normally through the Maven representative who sits on the board of the |
The Directors are aware that the exercise of voting rights is key to promoting good corporate governance and, through the Manager, ensures that the portfolio companies are encouraged to adopt best practice corporate governance. The Board has delegated the responsibility for monitoring the portfolio companies to the Manager and has given it discretion to vote in respect of the Company's holdings in the investment portfolio, in a way that reflects the concerns and key governance matters discussed by the Board. From time to time, the management teams of investee companies give presentations to the Board. |
| portfolio company. | The Board is also mindful that, as the portfolio expands and the proportion of early-stage investments increases, follow-on funding will represent an important part of the Company's investment strategy and this forms a key part of the Directors' discussions on valuations and also risk management. |
|
| Manager | Quarterly Board Meetings – the Manager attends every Board Meeting and presents a detailed portfolio analysis and reports on key issues such as VCT compliance, investment pipeline and utilisation of any new monies raised. |
The Manager is responsible for implementing the investment objective and the strategy agreed by the Board. In making a decision to launch any Offer for Subscription, the Board needs to consider that the Company requires to have sufficient liquidity to continue to expand and broaden the investment portfolio in line with the strategy, including the provision of follow-on funding. |
| Registrar | Annual review meetings and control reports. |
The Directors review the performance of all third party service providers on an annual basis, including ensuring compliance with GDPR. |
| Custodian | Regular statements and control reports received, with all holdings and balances reconciled. |
The Directors review the performance of all third party providers on an annual basis, including oversight of securing the Company's assets. |
The Company has no direct employee or environmental responsibilities, nor is it responsible directly for the emission of greenhouse gases. The Board's principal responsibility to Shareholders is to ensure that the investment portfolio is managed and invested properly. As the Company has no employees, it has no requirement to report separately on employment matters. The management of the portfolio is undertaken by the Manager through members of its portfolio management team. The Manager engages with the Company's underlying investee companies in relation to their corporate governance practices and in developing their policies on social, community and environmental matters and further information may be found in the Statement of Corporate Governance. In light of the nature of the Company's business, there are no relevant human rights issues and, therefore, the Company does not have a human rights policy.
The Company's Auditor is required to report if there are any material inconsistencies between the content of the Strategic Report and the Financial Statements. The Independent Auditor's Report can be found on pages 60 to 66.
The Board and Manager intend to maintain the policies set out above for the year ending 30 November 2020, as it is believed that these are in the best interests of Shareholders.
The Business Report, and the Strategic Report as a whole, was approved by the Board of Directors and signed on its behalf by:
Atul Devani Director 10 March 2020
As at 30 November 2019
| Industry sector | Unlisted valuation £'000 |
% | Quoted valuation £'000 |
% | Total valuation £'000 |
% |
|---|---|---|---|---|---|---|
| Software & computer services1 | 8,326 | 31.3 | 477 | 1.8 | 8,803 | 33.1 |
| Support services1 | 4,674 | 17.6 | 10 | - | 4,684 | 17.6 |
| Investment companies | 268 | 0.9 | 2,5412 | 9.5 | 2,809 | 10.4 |
| Energy services | 2,693 | 10.1 | - | - | 2,693 | 10.1 |
| Electronic & electrical equipment | 1,729 | 6.5 | - | - | 1,729 | 6.5 |
| Telecommunication services | 1,719 | 6.5 | - | - | 1,719 | 6.5 |
| Insurance | 1,292 | 4.9 | - | - | 1,292 | 4.9 |
| Pharmaceuticals & biotechnology | 551 | 2.1 | 267 | 1.0 | 818 | 3.1 |
| Health | 721 | 2.7 | - | - | 721 | 2.7 |
| Technology | 485 | 1.8 | - | - | 485 | 1.8 |
| Automobiles & parts | 390 | 1.5 | - | - | 390 | 1.5 |
| Diversified industrials | 329 | 1.2 | - | - | 329 | 1.2 |
| Chemicals & materials | - | - | 81 | 0.3 | 81 | 0.3 |
| Media & entertainment | - | - | 70 | 0.3 | 70 | 0.3 |
| Total | 23,177 | 87.1 | 3,446 | 12.9 | 26,623 | 100.0 |
1 The charts below shows the breakdown by end user market.
2 Holdings in investment trusts as part of the liquidity management strategy.
As at 30 November 2019
| Transaction type | Number | Valuation £'000 |
% |
|---|---|---|---|
| Unlisted | |||
| Growth capital - post 20151 | 31 | 12,245 | 46.0 |
| Investments completed - pre 20152 | 23 | 10,932 | 41.1 |
| Total unlisted | 54 | 23,177 | 87.1 |
| Quoted | |||
| Listed3 | 12 | 2,5413 | 9.5 |
| AIM/NEX | 11 | 905 | 3.4 |
| Total quoted | 23 | 3,446 | 12.9 |
| Total unlisted and quoted 4 | 77 | 26,623 | 100.0 |
1 The Finance (No. 2) Act 2015 introduced new qualifying rules governing the types of investments VCTs can make.
2 Includes all investments completed prior to the enactment of The Finance (No. 2) Act 2015.
3 Holdings in investment trusts as part of the liquidity management strategy.
4 Excludes cash balances.
Valuation by Transaction Type - November 2019 Valuation by Transaction Type - November 2018
16 new private and AIM quoted company holdings added to the portfolio during the year, with a further one completed after the period end
Follow-on funding provided to 11 portfolio companies
Healthy pipeline of new investments in process
Realisation of GEV for a total return of 2.7 times cost
Realisation of Just Trays for a total return of 2.0 times cost
Post the period end, realisations of ITS Technology and Attraction World
During the reporting period, a number of new private company and AIM quoted investments were completed, continuing the strategy of increasing the number of investee company holdings, whilst at the same time widening sector exposure. The Manager believes that a carefully constructed and broadly based portfolio of private equity and AIM investments helps to diversify risk and optimise the potential for positive Shareholder returns. Follow-on funding was also provided to those portfolio companies that were able to demonstrate positive commercial traction and the achievement of defined operational or trading milestones.
The holding in Just Trays was sold to a trade acquirer, achieving a total return of 2.0 times cost over the holding period, and GEV was sold to a private equity acquirer, achieving a total return of 2.7 times cost. These two profitable exits helped to underpin the annual dividend.
A key objective for the financial year was to achieve the required rate of investment, in line with the regulatory capital deployment targets. Over the past few years, Maven has expanded its nationwide team through the appointment of a number of highly experienced early stage investment executives and extending its regional presence through the opening of several new offices in key corporate finance regions, to ensure access to the widest possible pool of opportunities. It is pleasing to note that this strategy is delivering tangible results, as evidenced by the positive rate of investment that has been achieved during the reporting period. The new portfolio companies operate across a wide range of attractive sectors, and have typically developed valuable proprietary technology or have a business model that is capable of scalable growth. Full details of the new portfolio additions can be found on pages 24 to 26 of this Annual Report. The Manager has also invested alongside another VCT house or co-investment partner in some of the transactions completed during the year. This approach aims to mitigate the risks associated with growth capital investment and, in some cases, reflects the likely requirement for follow-on funding.
Maven takes a highly selective approach to investment and will only support companies where investment can be secured at an attractive entry price that offers a potential upside commensurate with the stage of the company's development, and the risks associated with early stage investment. Maven strives to build a strong working relationship with each management team post investment, including taking a position on the board of the portfolio company. This allows Maven to maintain close and regular contact with the business, which is particularly important through an extended growth phase where strategic options, such as securing further funding, moving into new markets or pivoting the business model, need to be considered and implemented.
Whilst the bulk of the portfolio is made up of a diverse range of private company holdings, during the year your Company also added a small number of new AIM investments. Working alongside its national private equity team, Maven has a dedicated AIM team with many years' experience in that market, who have developed long standing relationships across the London broking community. The Manager believes that a hybrid investment model focused on both private equity and AIM allows investors to access different markets, and helps to build a portfolio with complementary return and liquidity characteristics. Private company investments are generally held for the medium term and may require several rounds of equity finance before reaching their maximum potential, whereas AIM is a more liquid market, which may allow the Manager to trade out gains in support of the dividend policy, subject at all times to maintaining the required VCT qualifying level for your Company.
During the year, two notable realisations completed. In both cases, a formal sales process was conducted by specialist corporate finance advisers, with competing bids received from interested parties. Subsequently, the realisations of the holdings in GEV and Just Trays both completed in June 2019, achieving exit multiples of 2.7 times and 2.0 times cost respectively over the life of each investment. The Maven team works closely with those portfolio companies that are considering, or are actively engaged in, an exit process, helping to identify the most suitable advisers and potential acquirers that may be willing to pay a premium or strategic price for the business.
The majority of companies in the portfolio have continued to trade in line with expectations over the period. For the established and more mature holdings, performance is measured by a company's ability to meet standard financial and operational targets, in comparison to budget and strategic plan, which are presented and discussed at monthly board meetings. For early stage companies, financial performance does not necessarily give a true reflection of the commercial progress that has been achieved. As such, performance measurement has been adapted to reflect their stage of development, taking into consideration a wide range of metrics to help evaluate progress and assess achievement of milestones. These vary case by case, but can include securing contracts, successfully launching new products or services, opening a new facility or attaining regulatory approval. Growth in monthly recurring revenue, which is regarded as an important measure of customer traction, is also a key element of valuation. Maven maintains a conservative approach to valuing holdings in private companies and, only where there has been a sustained positive performance, may an uplift in valuation be warranted.
Your Company invested in drug discovery services business BioAscent Discovery in June 2018, supporting a highly experienced team of former pharmaceutical executives. Since investment, the business has made encouraging progress across all aspects of the strategic plan, achieving impressive revenue growth and notably securing a second five-year contract as part of the European led ESCulab project, to provide storage and management of chemical compounds for clients. The business has built up an international customer base and recently expanded into the US market. The outlook for the current financial year projects further revenue growth as the business extends its market presence and increases its customer base.
In July 2018, your Company provided growth capital to Bright Network, a media technology platform that connects high quality graduates and young professionals with leading employers. Since investment, the business has made steady progress and now supports a diverse network of over 200,000 student and graduate members, alongside partnerships with more than 300 graduate employers including Aldi, Bloomberg, Clifford Chance, Deloitte, Goldman Sachs, M&S, Skyscanner and Vodafone. The business is currently trading ahead of budget and the outlook for the remainder of the year is positive.
International catalyst handling specialist CatTech International has experienced strong trading over the last 12 months and is expected to exceed the full year forecast. This positive performance is attributed to the success of the US division, which was launched in 2018 and has achieved early success by securing a number of multi-year contracts with high-profile clients.
Specialist electronics manufacturer CB Technology has made considerable progress over the past year, adding a number of notable new clients to augment the existing customer base. Following a period of operational investment, the business is well positioned to deliver growth and is focused on further expanding its client base, with a healthy order book providing good visibility on the outturn for the current financial year.
In 2013, your Company invested in Global Risk Partners, participating in a syndicate to back a highly experienced management team to pursue a buy & build strategy in the speciality insurance and managing general agent markets. Since launch, the business has achieved considerable scale, having completed and successfully integrated over 60 acquisitions, with the enlarged business now achieving annual gross written premium in excess of £750 million. Global Risk Partners is now within the top ten UK insurance brokers and is the second largest independent intermediary. The outlook for the group remains positive, with a strong pipeline of acquisition opportunities. Given the scale achieved, the management team, together with the support of institutional investors, engaged with a specialist corporate finance adviser to market the business for sale. Following a competitive process, an offer for the business was accepted after the year end from a private equity buyer, and the sale is subject to FCA regulatory approval.
Within the oil & gas portfolio, RMEC, a provider of managed solutions for the well intervention and decommissioning sectors, continues to experience strong demand and is trading comfortably ahead of budget and the prior year. Over the past year, the business has made further progress in internationalising and expanding its customer base, the benefits of which are feeding through to the underlying performance. The outlook for the year to 31 March 2020 is positive, and the pipeline for the following year is projected to build on this momentum.
Visual asset management services group Whiterock, continues to make good progress in line with the core objectives identified at the time of original investment in December 2016. Whiterock's ZynQ360 software solution create highdefinition digital images that enable clients to navigate areas of hard to access assets such as offshore platforms, refineries or government buildings, using 360° photography and video. The business has developed its technology platform and secured a number of material contracts with international blue-chip clients in the oil & gas and mining sectors, providing a positive endorsement of the product and its capabilities.
As well as reflecting the good trading performance highlighted above, your Board has also reduced the valuations of a small number of holdings where specific issues have arisen that have impacted performance. In the case of Fathom Systems, the valuation has been reduced following a period of disappointing trading. The valuation of the holding in Attraction World was also reduced, reflecting the partial exposure to customer Thomas Cook, which went into administration during the period. The Manager achieved a full realisation of the holding shortly after the period end at the revised valuation. In addition, a full provision was taken against the value of the holding in Motokiki, the early stage price comparison website for vehicle tyres, which encountered issues scaling the technology platform and was subsequently placed into administration.
The Board and the Manager operate an active policy with respect to liquidity management, with the objective of generating income from cash resources held prior to investment. While the Finance Act 2016 introduced the restriction on holding investments in instruments such as treasury bills, or other government securities for liquidity management purposes, it does permit holding certain other listed securities. Based on the Manager's recommendation, the Board has authorised the Manager to invest in a small portfolio of listed private equity and real estate investment trusts which offer attractive income characteristics. The Manager will continue to consider other permitted liquidity management investment options which have the potential to generate secure income with the prospect of capital appreciation.
This has been a very active period for new investment with the addition of eleven new private company holdings to the portfolio. These companies are active in some of the UK's most dynamic market sectors.
Altra Consultants is building an international Lloyd's of London insurance broking firm that operates across a variety of insurance disciplines, and currently has five specialist teams. Altra was founded in 2017 by two industry executives with an established track record in the sector, having previously worked together growing a successful insurance broking business from inception through to profitable exit. The VCT funding is being used to support the growth strategy as it expands to become a multi-line broker by adding further new teams in complementary insurance disciplines.
AVID Technology is a leader in the design and manufacture of powertrain components and propulsion systems for electric and hybrid vehicles, including the constituent parts for battery systems, power electronics, thermal management systems and traction motors. Given the increasing focus on reducing carbon emissions, and stricter government legislation around the electrification of vehicles, AVID is well positioned to benefit from the growing trend for vehicle manufacturers to fully electrify their product range. The VCT funding is being used to increase headcount, invest in facilities and support the scaling up of the manufacturing capabilities.
Delio designs and builds digital private asset systems that help financial institutions, including banks, wealth managers, family offices, angel networks and investment funds to improve their client reporting processes. Delio helps its clients to build customised whitelabel platforms that allow them to provide secure, compliant and efficient processes whilst optimising the distribution, transacting and reporting of client investment opportunities. Since launch in 2015, Delio has secured an impressive blue-chip customer base that includes Barclays, Coutts and ING. The VCT funding is being used to support the growth of the business as it expands into international markets.
DigitalBridge has developed an easy to use visualisation tool that helps customers to design a new kitchen or bathroom. The virtual design assistant uses computer vision and artificial intelligence (AI) to guide consumers through the entire design process from concept to completion. DigitalBridge's solution is integrated into the retailer's website and simplifies the design and decision making process for consumers, whilst also offering considerable "up-selling" opportunities for the retailer. The white-label software has been operational within B&Q since 2017 and was rolled out to Castorama, a French company that is also part of the Kingfisher Group, in early 2018. The VCT funding is being used to increase headcount, establish an office in the US and add further functionality to the product.
e.fundamentals has developed a B2B insight platform to provide e-commerce analytics that helps brand owners to improve sales. The platform consolidates customer and competitor sales data from multiple sources into a user-friendly framework that can help clients to deliver e-commerce solutions and create more cost-effective online sales strategies designed to aid brand awareness and deliver growth. The business has a strong core client base, including well-known brands such as BirdsEye, McCain, Weetabix and Wilkinson Sword. The VCT funding is being used to support the further development of the technology in order to assist the growth strategy.
Filtered Technologies has developed an AI driven learning and development software solution for corporate and retail clients. The core product, magpie uses a proprietary intelligent learning algorithm to seamlessly integrate a client's internal training tools with selective external resources, providing a tailored training programme that can be accessed by all employees and integrated into relevant work flows. Filtered has a varied client list which includes household names such as the NHS, Procter & Gamble, Royal Mail, Sainsbury's, Shell and Siemens. The VCT funding is being used to support the further development of the technology and product, as well as enhancing the sales and marketing function to help drive future sales and increase the customer base.
GradTouch is a technology platform that offers a complementary range of recruitment services to graduates, designed to streamline the recruitment and hiring process for both applicants and employers. The platform targets the 50,000 SME employers in the UK that hire up to 30 graduates per annum, and currently has a database of over 250,000 student and graduate users. The business has a growing client list, including Barclays, Bloomberg, Virgin Media and a number of Guardian UK 300 Employers (the 300 most popular graduate employers in the UK). The VCT funding is being used to support the recent investment in sales and marketing resource in order to help grow graduate users, as well as providing working capital to support the business as it expands.
Honcho Markets is an insurance market disrupter that has developed an innovative appbased platform which aims to redefine the consumer purchasing process, by providing a cost-effective way of buying car, home, contents, travel or pet insurance. The honcho app uses a reverse auction marketplace that gives insurance companies the opportunity to bid for business in real-time, ensuring a competitive quote that puts the customers' interests first and reduces premiums. The platform has been initially launched in the motor insurance market, and the funding is being used to support the business as it progresses through this initial growth phase.
Mojo Mortgages is an FCA authorised whole-of-market online mortgage broker which provides access to over 90 mortgage lenders. The platform provides a seamless process that allows customers to undertake a full comparison of mortgage providers and their products, both for new applications and re-mortgages, and enables them to complete the entire process from initial enquiry through to completion. The proposition is focused on providing a high level of customer service and specifically seeks to reduce the time mortgage applications take to complete. Since launch, Mojo has attracted positive industry attention and in March 2019 was named Best Mortgage Broker at the British Bank Awards. The VCT funding is being used to support marketing activities, raise the company's profile and recruit additional staff to further develop the technology platform.
Relative Insight has developed an advanced linguistic analysis platform that interprets the way in which a client company's target audience communicates, primarily through social media and online platforms, and analyses this data to provide powerful language-based insight into how the client can best interact with, and appeal to, their target market. The platform is capable of processing large quantities of data to help clients create more effective sales, marketing and influencing campaigns. The company has a high-quality client base including Disney, John Lewis and Unilever, as well as number of creative and media agencies such as Pearson, R/GA and Weber Shandwick. The VCT funding is being used to scale the business in the UK and to build a presence in the US.
Symphonic Software has developed a context-aware authorisation software solution for the identity and access management market, which enables organisations to share sensitive and time-critical information in a secure, compliant manner. The platform enables users to set rules and controls for complex administrative requirements, helping businesses respond to the emerging requirement for sharing data both inside and outwith an organisation, while remaining compliant with internal policies and external regulations. The VCT funding is being used to support the sales and marketing resource, as well as helping the team to improve client service levels.
During the period, five AIM quoted investments were added to the portfolio.
| The table below shows the investments that have been completed during the period: | |
|---|---|
| ----------------------------------------------------------------------------------- | -- |
| Investment | ||||
|---|---|---|---|---|
| Investments | Date | Sector | cost £'000 |
Website |
| New unlisted | ||||
| Altra Consultants Limited | August 2019 | Insurance | 250 | www.parkernorfolk.com |
| AVID Technology Group Limited1 |
February and November 2019 |
Automobile & parts | 390 | www.avidtp.com |
| Delio Limited | July 2019 | Software & computer services (financial services) |
533 | www.deliowealth.com |
| e.fundamentals (Group) Limited |
October 2019 | Software & computer services (marketing) |
133 | www.efundamentals.com |
| Filtered Technologies Limited | July 2019 | Software & computer services (education) |
750 | www.learn.filtered.com |
| GradTouch Limited | November 2019 |
Software & computer services (employment services) |
400 | www.gradtouch.com |
| Honcho Markets Limited | June 2019 | Software & computer services (financial services) |
65 | www.gethoncho.com |
| Life's Great Group Limited (trading as Mojo Mortgages) |
February 2019 | Software & computer services (financial services) |
470 | www.mojomortgages.com |
| Relative Insight Limited | August 2019 | Software & computer services (marketing) |
400 | www.relativeinsight.com |
| Shortbite Limited (trading as DigitalBridge) |
June 2019 | Software & computer services (consumer services) |
225 | www.digitalbridge.com |
| Symphonic Software Limited | March 2019 | Software & computer services (financial services/healthcare) |
350 | www.symphonicsoft.com |
| Total new unlisted | 3,966 |
| Investment cost |
||||
|---|---|---|---|---|
| Investments | Date | Sector | £'000 | Website |
| Follow-on unlisted | ||||
| ADC Biotechnology Limited2 | June and November 2019 |
Pharmaceuticals & biotechnology | 150 | www.adcbio.com |
| Cognitive Geology Limited | April 2019 | Software & computer services (energy services) |
45 | www.cognitivegeology.com |
| Contego Solutions Limited (trading as NorthRow) |
March 2019 | Software & computer services (financial services) |
250 | www.northrow.com |
| Curo Compensation Limited | December 2018 |
Software & computer services (employment services) |
67 | www.curocomp.com |
| ebb3 Limited | April 2019 | Software & computer services (energy services/automotive/ construction) |
75 | www.ebb3.com |
| Lending Works Limited | May 2019 | Software & computer services (financial services) |
43 | www.lendingworks.co.uk |
| Life's Great Group Limited (trading as Mojo Mortgages) |
February 2019 | Software & computer services (financial services) |
200 | www.mojomortgages.com |
| Lydia Limited (trading as Motokiki) |
May 2019 | Software & computer services (automotive) |
150 | www.motokiki.com |
| QikServe Limited2 | May and October 2019 |
Software & computer services (hospitality) |
65 | www.qikserve.com |
| Rockar 2016 Limited (trading as Rockar) |
April 2019 | Software & computer services (automotive) |
29 | www.rockar.digital |
| WaterBear Education Limited | May 2019 | Support services (education) | 250 | www.waterbear.org.uk |
| Total follow-on unlisted | 1,324 | |||
| Total unlisted | 5,290 |
| Investment | ||||
|---|---|---|---|---|
| Investments | Date | Sector | cost £'000 |
Website |
| Quoted | ||||
| New investments | ||||
| C4X Discovery Holdings PLC | October 2019 | Pharmaceuticals & biotechnology | 100 | www.c4xdiscovery.com |
| Diaceutics PLC | March 2019 | Software & computer services (pharmaceutical) |
250 | www.diaceutics.com |
| Entertainment AI PLC | September 2019 |
Software & computer services (media) |
75 | www.entertainment.ai.com |
| MaxCyte Inc | February 2019 | Pharmaceuticals & biotechnology | 250 | www.maxcyte.com |
| Osirium Technologies PLC | October 2019 | Software & computer services (cybersecurity) |
100 | www.osirium.com |
| Total quoted | 775 | |||
| Private equity investment trusts3 |
||||
| Apax Global Alpha Limited | March 2019 | Investment companies | 147 | www.apaxglobalalpha.com |
| BMO Private Equity Trust PLC (formerly F&C Private Equity Trust PLC) |
March 2019 | Investment companies | 130 | www.bmoprivateequitytrust.com |
| HarbourVest Global Private Equity Limited |
February 2019 | Investment companies | 250 | www.hvpe.com |
| HgCapital Trust PLC | March 2019 | Investment companies | 115 | www.hgcapitaltrust.com |
| ICG Enterprise Trust PLC | March 2019 | Investment companies | 270 | www.icg-enterprise.co.uk |
| Pantheon International PLC | March 2019 | Investment companies | 161 | www.piplc.com |
| Princess Private Equity Holding Limited |
March 2019 | Investment companies | 150 | www.princess-privateequity.net |
| Standard Life Private Equity Trust PLC |
March 2019 | Investment companies | 67 | www.slpet.co.uk |
| Total private equity investment trusts |
1,290 | |||
| Real estate investment trusts3 | ||||
| Regional REIT Limited | July 2019 | Investment companies | 12 | www.regionalreit.com |
| Total real estate investment trusts |
12 | |||
| Total investments | 7,367 |
1 Investment made in two stages.
2Follow-on investment made in two stages.
3 Part of liquidity management strategy.
Your Company has co-invested in some or all of the above transactions with the other Maven VCTs. At the period end, the portfolio stood at 77 unlisted and quoted investments, at a total cost of £28.11 million.
During the period under review, two notable exits from more mature portfolio holdings were completed. Renewable energy services group GEV, which specialises in wind turbine blade maintenance, achieved significant growth following Maven's investment in December 2014. In particular, new contracts were secured in the US market with Eon, Invenergy, MHI Vestas and Siemens, as well as key projects in the UK and Europe. Given the positive performance, the management team, with the support of Maven, engaged with a specialist corporate finance adviser and initiated a process to market the business for sale. Following a competitive process, an offer was accepted from Bridges Fund Management, a private equity buyer, with the transaction completing in June 2019 with a total return of 2.7 times cost being realised over the holding period.
In June 2019, your Company also realised its holding in Just Trays, the UK's leading designer and manufacturer of shower trays and accessories. Since the original investment in 2014, Just Trays had continued to deliver growth in line with its strategic objective. Following a formal sales process, led by a specialist corporate finance adviser, an offer to buy the business was accepted from Kartell UK Limited, a trade acquirer. The realisation generated a total return of 2.0 times cost over the holding period, including a deferred element.
As at the date of this Annual Report, further interest remains in a number of portfolio companies, from a range of potential trade and private equity acquirers in the UK and overseas. The Manager is engaged with several investee companies and prospective acquirers at various stages in the negotiation process. However, there can be no guarantee that these discussions will lead to profitable exits.
The table below gives details of all realisations completed during the reporting period:
| Sales | Year first invested |
Complete/ partial exit |
Cost of shares disposed of £'000 |
Value at 30 November 2018 £'000 |
Sales proceeds £'000 |
Realised gain/(loss) £'000 |
Gain/(loss) over 30 November 2018 value £'000 |
|---|---|---|---|---|---|---|---|
| Unlisted | |||||||
| GEV Holdings Limited1 | 2014 | Complete | 672 | 1,254 | 1,557 | 885 | 303 |
| JT Holdings (UK) Limited (trading as Just Trays)1 |
2014 | Complete | 496 | 887 | 715 | 219 | (172) |
| Lambert Contracts Holdings Limited2 |
2013 | Complete | 838 | - | 5 | (833) | 5 |
| Other unlisted investments | 14 | - | 26 | 12 | 26 | ||
| Total unlisted | 2,020 | 2,141 | 2,303 | 283 | 162 | ||
| Quoted | |||||||
| C4X Discovery Holdings PLC | 2019 | Partial | 2 | 7 | 2 | - | (5) |
| Diaceutics PLC | 2019 | Partial | 10 | 10 | 13 | 3 | 3 |
| esure Group PLC | 2010 | Complete | - | 23 | 23 | 23 | - |
| Synnovia PLC (formerly Plastics Capital PLC) |
2007 | Complete | 121 | 125 | 152 | 31 | 27 |
| Total quoted | 133 | 165 | 190 | 57 | 25 | ||
| Total sales | 2,153 | 2,306 | 2,493 | 340 | 187 |
1 Proceeds exclude yield and redemption premiums received, which are disclosed as revenue for financial reporting purposes.
2 Final realisation proceeds. This had no material impact on NAV as a full provision had been taken in a previous period.
During the year, two private companies were struck off the Register of Companies, resulting in a realised loss of £1.27 million (cost £1.27 million). This had no effect on the NAV of the Company as a full provision had been made against the value of the holdings in an earlier period.
Since 30 November 2019, one new private company asset has been added to the portfolio:
• Coniq has developed a market leading customer engagement software platform that is used by shopping malls and destination retail villages to support customer loyalty programmes, which are ultimately designed to increase customer spend. The business has a global presence, with key customers in Europe and the Middle East, where there is a high prevalence of large scale retail malls. The VCT funding will be used to accelerate technical development of the platform, including AI driven capabilities to automate customer loyalty activities, hiring of sales and marketing personnel and international expansion, with offices in Chicago, Warsaw and Barcelona scheduled to open in the near term.
In addition, follow-on funding has been provided to ADC Biotechnology and QikServe. In both cases, this was a part of a tranched investment.
In addition to the disposal of the holding in Attraction World covered on page 23, in December 2019, the holding in ITS Technology was realised, achieving a total return slightly in excess of cost over the holding period.
At the time of publication of this Annual Report, an outbreak of Coronavirus (Covid-19), which appears to have originated in China, has spread to Europe with a number of cases also diagnosed in the UK. Maven has provided advice to its staff on how to minimise the risk of exposure to the virus and has a business continuity plan in place should the situation escalate significantly. To date, the impact on investee companies has been modest and largely limited to those that rely on a global supply chain, in particular goods from China or the Far East. Contingency planning is a matter for each portfolio company board to consider and Maven appointed executives will play an active role in this evaluation and the implementation of any measures required to protect the health of employees, and ensure each business suffers the least possible disruption.
The strategy for the new financial year will remain focused on further expanding and developing the portfolio through a programme of acquiring selected new private company and AIM quoted investments, alongside the provision of follow-on funding to existing portfolio companies that are making good commercial progress and require further capital to continue their growth plan. Whilst the macro-economic outlook is likely to remain uncertain, Maven is optimistic that its established presence across the key corporate finance regions will ensure that it is capable of sourcing some of the most attractive VCT investment opportunities available and, based on the current pipeline, it is anticipated that there will be a healthy rate of new investment during the first half of the new financial year.
Maven Capital Partners UK LLP Manager
10 March 2020
As at 30 November 2019
Southampton
Ensco 969 Limited (trading as DPP)
| Cost (£'000) | 1,133 | |||||
|---|---|---|---|---|---|---|
| Valuation (£'000) | 1,283 | |||||
| Basis of valuation | Earnings | |||||
| Equity held | 4.8% | |||||
| Income received (£'000) |
486 | |||||
| First invested | March 2013 | |||||
| Year end | 31 October | |||||
| 2018 (£'000) | 2017 (£'000) | |||||
| Sales | 10,007 | 10,402 | ||||
| EBITDA1 | 789 | 1,310 | ||||
| Net assets | 2,143 | 2,355 |
DPP provides planned and reactive maintenance to businesses in the leisure, hospitality and retail sectors across the south of England and Wales. DPP has grown from being a heating contractor into a service provider across the mechanical, electrical, HVAC and ventilation sectors, providing maintenance services under medium term contracts alongside project work for minor and major refurbishment programmes.
CatTech International Limited Scunthorpe
| Cost (£'000) | 627 | |||
|---|---|---|---|---|
| Valuation (£'000) | 1,169 | |||
| Basis of valuation | Earnings | |||
| Equity held | 6.0% | |||
| Income received (£'000) |
433 | |||
| First invested | March 2012 | |||
| Year end | 31 December | |||
| 2018 (£'000) | 2017 (£'000) | |||
| Sales | 9,510 | 8,259 | ||
| EBITDA1 | 895 | 1,258 | ||
| Net assets | 97 | 47 |
CatTech provides niche industrial services to oil refineries and petrochemical plants across the major international markets, with offices in the UK, US, China, Singapore and Thailand. The business has developed a range of proprietary products for servicing essential equipment and improving catalyst handling, in sectors where health & safety and the ability to maintain operational efficiency are critical. There are only a limited number of specialists worldwide that have the skilled personnel and equipment to undertake catalyst handling projects.
:
www.dpp.ltd.uk
Other Maven clients invested2 :
Maven Income and Growth VCT PLC Maven Income and Growth VCT 4 PLC Maven Income and Growth VCT 5 PLC Maven Investor Partners
www.cat-tech.com
Other Maven clients invested2
Maven Income and Growth VCT PLC Maven Income and Growth VCT 4 PLC Maven Income and Growth VCT 5 PLC Maven Investor Partners
London
(invested in Global Risk Partners)
| Cost (£'000) | 417 | |||
|---|---|---|---|---|
| Valuation (£'000) | 1,042 | |||
| Basis of valuation | Earnings | |||
| Equity held | 8.9% | |||
| Income received (£'000) |
34 | |||
| First invested | November 2013 | |||
| Year end | 31 March | |||
| 2018 (£'000) | 2017 (£'000) | |||
| Sales | 75,931 | 41,191 | ||
| EBITDA1 | (3,430) | 894 | ||
| Net assets | 219,410 | 93,210 |
Global Risk Partners (GRP) is a buy-and-build acquisition vehicle targeting the global specialty insurance, reinsurance markets and regional commercial insurance markets. GRP is run by a highly experienced management team, including Chairman Peter Cullum, the founder of Towergate, which became the UK's largest independently owned insurance broker. The business is focused on the Lloyd's market, with the aim of acquiring a broad mix of accredited brokers and managing general agents in order to offer an unrivalled concentration of specialist underwriting expertise and knowledge.
www.grpgroup.co.uk
Maven Income and Growth VCT PLC Maven Income and Growth VCT 4 PLC Maven Income and Growth VCT 5 PLC Maven Investor Partners
Vodat Communications Group Limited
Stockport
| Cost (£'000) | 567 | |||
|---|---|---|---|---|
| Valuation (£'000) | 1,024 | |||
| Basis of valuation | Earnings | |||
| Equity held | 4.2% | |||
| Income received (£'000) |
311 | |||
| First invested | March 2012 | |||
| Year end | 31 March | |||
| 2019 (£'000) | 2018 (£'000) | |||
| Sales | 24,053 | 13,269 | ||
| EBITDA1 | 1,802 | 1,600 | ||
| Net assets | 2,723 | 3,246 |
Vodat provides managed network and communications solutions to business customers, with a particular focus on the UK retail sector, and offers a range of products and services including secure real-time data networks, telephone/ VOIP services, card payment solutions, mobile marketing campaigns and disaster recovery. Vodat provides services to over 7,000 retail sites and its products enable retailers to reduce costs, boost store productivity and increase sales. Its established customer base includes Fat Face, Beaverbrooks, Oasis and Welcome Break. In 2017, the company completed the acquisition of Axonex, a complementary specialist IT solutions provider. The acquisition has increased headline turnover and created a number of cross-selling opportunities.
www.vodat-int.com
Maven Income and Growth VCT PLC Maven Income and Growth VCT 4 PLC Maven Income and Growth VCT 5 PLC Maven Investor Partners
Martel Instruments Holdings Limited
Durham
Hull
| Cost (£'000) | 1,026 |
|---|---|
| Valuation (£'000) | 918 |
| Basis of valuation | Earnings |
| Equity held | 12.4% |
| Income received (£'000) |
482 |
| First invested | January 2007 |
| Year end | 31 December |
Year end 31 December 2018 (£'000) 2017 (£'000) Sales 3,663 2,984 EBITDA1 868 690 Net liabilities (3,313) (3,084)
Martel is one of the leading UK manufacturers of custom built compact printer and display units, offering in-house software and tooling design expertise, as well as injection moulding and surface mount capabilities. Martel's global customer base includes companies in the automotive, medical, transport and retail sectors. The business differentiates itself from other printer suppliers by offering a complete design and build service for low volume/high customisation printer solutions.
Rockar 2016 Limited (trading as Rockar)
| 578 | ||||
|---|---|---|---|---|
| 893 | ||||
| Earnings | ||||
| 3.0% | ||||
| 15 | ||||
| July 2016 | ||||
| 31 December | ||||
| 2018 (£'000) | 2017 (£'000) | |||
| 47,855 | 46,631 | |||
| 553 | (1,304) | |||
| 830 | 1,510 | |||
Rockar has developed a disruptive digital car-buying proposition which aims to revolutionise the retail market by giving customers access to all the services of a traditional dealership online. The white label solution helps car manufacturers digitalise their traditional route to market and enables consumers to complete their purchase online, including options for part-exchange and finance.
www.martelinstruments.com
Other Maven clients invested2 : Maven Income and Growth VCT PLC Maven Income and Growth VCT 4 PLC Maven Income and Growth VCT 5 PLC www.rockar.digital
Other Maven clients invested2 :
Maven Income and Growth VCT PLC Maven Income and Growth VCT 4 PLC Maven Income and Growth VCT 5 PLC
CB Technology Group Limited Livingston
| Cost (£'000) | 558 | ||
|---|---|---|---|
| Valuation (£'000) | 811 | ||
| Basis of valuation | Earnings | ||
| Equity held | 11.2% | ||
| Income received (£'000) |
226 | ||
| First invested | December 2014 | ||
| Year end | 31 March | ||
| 2019 (£'000) | 2018 (£'000) | ||
| Sales | 8,162 | 5,260 | |
| EBITDA1 | 832 | 409 | |
| Net liabilities | (334) | (320) |
CB Technology is an established contract electronics manufacturer with a focus on complex manufacturing and testing for deployment in harsh environments. CB predominantly assembles and tests high-end printed circuit boards for use in the industrial and semiconductor sectors, supplying a range of blue-chip customers with complex electronics that must function reliably under extremes of temperature, pressure and vibration.
Filtered Technologies Limited London
| Cost (£'000) | 750 | |||
|---|---|---|---|---|
| Valuation (£'000) | 750 | |||
| Basis of valuation | Revenue | |||
| Equity held | 8.0% | |||
| Income received (£'000) |
Nil | |||
| First invested | July 2019 | |||
| Year end | 31 December | |||
| 2018 (£'000) | 2017 (£'000) | |||
| Net assets | 221 | 195 |
This company produces abbreviated accounts as permitted under the Companies Act 2006 relating to small companies.
Filtered Technologies provides advanced learning & development (L&D) software and skills training courses, to the corporate and retail markets. Filtered has developed the magpie recommendation engine, which uses proprietary intelligent learning algorithms and expert curation to dovetail a client's internal training tools with selected external sources. This provides a personalised L&D resource for individual employees, intelligently placing content into work flow where they are based.
:
www.cbtechnology.co.uk
Maven Income and Growth VCT PLC Maven Income and Growth VCT 4 PLC Maven Income and Growth VCT 5 PLC Maven Investor Partners
www.learn.filtered.com
Other Maven clients invested2
Maven Income and Growth VCT PLC Maven Income and Growth VCT 4 PLC Maven Income and Growth VCT 5 PLC
HCS Control Systems Group Limited
Glenrothes
| Cost (£'000) | 746 | |
|---|---|---|
| Valuation (£'000) | 746 | |
| Basis of valuation | Earnings | |
| Equity held | 6.1% | |
| Income received (£'000) |
124 | |
| First invested | December 2012 | |
| Year end | 31 December | |
| 2018 (£'000) | 2017 (£'000) | |
| Sales | 10,711 | 5,045 |
| EBITDA1 | 685 | (546) |
| Net liabilities | (9,706) | (8,218) |
HCS is a specialist manufacturer of engineered mechanical, hydraulic and electrical systems to service companies, as well as umbilical and project businesses, in the subsea oil & gas sector. HCS undertakes the majority of work in house from a high-tech manufacturing facility, including design, engineering, orbital welding and fabrication processes. The company has built a strong working relationship with its clients, based on the ability to deliver fast track design, manufacture and testing of high quality topside and subsea control systems to a global blue-chip customer base that includes TechnipFMC, Oceaneering and OneSubsea. HCS also owns 51% of a recently formed, fast growing, Aberdeen based, oilfield services and installation company.
www.hcs-control-systems.com
1
2
Maven Income and Growth VCT PLC Maven Income and Growth VCT 4 PLC Maven Income and Growth VCT 5 PLC Maven Investor Partners
Cost (£'000) 690
| 721 | |||
|---|---|---|---|
| Revenue | |||
| 9.4% | |||
| 30 | |||
| April 2016 | |||
| 31 January | |||
| 2019 (£'000) | 2018 (£'000) | ||
| (597) | (242) | ||
The GP Service (UK) Limited London
This company produces abbreviated accounts as permitted under the Companies Act 2006 relating to small companies.
The GP Service (GPS) provides innovative online services for general medical consultations and prescriptions, and is expanding into new geographical locations whilst also enhancing its range of services. The online pharmacy and prescription market is a growth sector, driven by widespread increases in average GP waiting times and inflexible surgery opening times. The GPS platform enables customers to tailor healthcare needs around work and family commitments, by facilitating live GP consultations by video link, with prescriptions issued to a local pharmacy.
:
www.thegpservice.co.uk
Maven Income and Growth VCT PLC Maven Income and Growth VCT 4 PLC Maven Income and Growth VCT 5 PLC
Earnings before interest, tax, depreciation and amortisation. Maven Income and Growth VCT 6 PLC merged with Maven Income and Growth VCT 4 PLC on 18 December 2019.
K. Bristol
As at 30 November 2019
| % of equity held |
|||||
|---|---|---|---|---|---|
| Investment | Valuation £'000 |
Cost £'000 |
% of total assets |
% of equity held |
by other clients1 |
| Unlisted | |||||
| Ensco 969 Limited (trading as DPP) | 1,283 | 1,133 | 3.0 | 4.8 | 29.7 |
| CatTech International Limited | 1,169 | 627 | 2.8 | 6.0 | 24.0 |
| Maven Co-invest Endeavour Limited Partnership (invested in Global Risk Partners) |
1,042 | 417 | 2.6 | 8.9 | 91.1 |
| Vodat Communications Group Limited | 1,024 | 567 | 2.5 | 4.2 | 22.6 |
| Martel Instruments Holdings Limited | 918 | 1,026 | 2.3 | 12.4 | 31.8 |
| Rockar 2016 Limited (trading as Rockar) | 893 | 578 | 2.2 | 3.0 | 12.6 |
| CB Technology Group Limited | 811 | 558 | 2.0 | 11.2 | 67.7 |
| Filtered Technologies Limited | 750 | 750 | 1.8 | 8.0 | 18.6 |
| HCS Control Systems Group Limited | 746 | 746 | 1.8 | 6.1 | 30.4 |
| The GP Service (UK) Limited2 | 721 | 690 | 1.8 | 9.4 | 40.2 |
| ITS Technology Group Limited | 695 | 695 | 1.7 | 5.3 | 31.2 |
| Horizon Cremation Limited | 688 | 688 | 1.7 | 3.7 | 18.6 |
| Glacier Energy Services Holdings Limited | 686 | 686 | 1.7 | 2.6 | 25.0 |
| Life's Great Group Limited (trading as Mojo Mortgages) |
680 | 670 | 1.7 | 9.0 | 26.8 |
| TC Communications Holdings Limited | 645 | 980 | 1.6 | 8.3 | 21.7 |
| RMEC Group Limited | 634 | 446 | 1.6 | 2.7 | 47.4 |
| Contego Solutions Limited (trading as NorthRow) | 597 | 597 | 1.5 | 3.7 | 14.6 |
| Flow UK Holdings Limited | 597 | 597 | 1.5 | 7.0 | 28.0 |
| QikServe Limited | 581 | 581 | 1.4 | 3.4 | 14.5 |
| R&M Engineering Group Limited | 572 | 761 | 1.4 | 8.3 | 62.3 |
| Delio Limited | 533 | 533 | 1.3 | 3.7 | 10.3 |
| ebb3 Limited | 488 | 326 | 1.2 | 7.4 | 48.2 |
| Whiterock Group Limited | 485 | 320 | 1.2 | 5.1 | 24.9 |
| Bright Network (UK) Limited | 418 | 348 | 1.0 | 4.9 | 25.1 |
| Relative Insight Limited | 400 | 400 | 1.0 | 2.3 | 23.1 |
| GradTouch Limited | 400 | 400 | 1.0 | 5.8 | 29.7 |
| Lending Works Limited | 392 | 392 | 1.0 | 3.3 | 16.3 |
| AVID Technology Group Limited | 390 | 390 | 1.0 | 4.4 | 13.0 |
| WaterBear Education Limited | 370 | 370 | 0.9 | 8.7 | 35.0 |
| Symphonic Software Limited | 350 | 350 | 0.9 | 4.2 | 10.2 |
| BioAscent Discovery Limited | 338 | 199 | 0.8 | 5.0 | 35.0 |
| Growth Capital Ventures Limited | 268 | 256 | 0.7 | 6.1 | 32.4 |
| Attraction World Holdings Limited | 264 | 23 | 0.6 | 6.7 | 31.7 |
As at 30 November 2019
| Investment | Valuation £'000 |
Cost £'000 |
% of total assets |
% of equity held |
% of equity held by other clients1 |
|---|---|---|---|---|---|
| Unlisted | |||||
| Boiler Plan (UK) Limited | 250 | 250 | 0.6 | 7.2 | 40.5 |
| Altra Consultants Limited | 250 | 250 | 0.6 | 4.2 | 55.8 |
| eSafe Global Limited | 248 | 248 | 0.6 | 4.6 | 27.4 |
| Fathom Systems Group Limited | 230 | 710 | 0.6 | 7.8 | 52.2 |
| Shortbite Limited (trading as DigitalBridge) | 225 | 225 | 0.6 | 2.0 | 11.2 |
| Curo Compensation Limited | 222 | 216 | 0.5 | 2.4 | 16.6 |
| ADC Biotechnology Limited | 212 | 580 | 0.5 | 3.1 | 15.2 |
| ISN Solutions Group Limited | 205 | 321 | 0.5 | 4.5 | 50.5 |
| e.fundamentals (Group) Limited | 133 | 133 | 0.3 | 2.1 | 8.4 |
| Cognitive Geology Limited | 104 | 223 | 0.3 | 3.6 | 16.3 |
| Optoscribe Limited | 100 | 100 | 0.2 | 1.0 | 9.0 |
| Honcho Markets Limited | 65 | 65 | 0.2 | 1.5 | 23.0 |
| FLXG Scotland Limited | 54 | 369 | 0.1 | 2.4 | 11.9 |
| (formerly Flexlife Group Limited) | |||||
| Space Student Living Limited | 51 | - | 0.1 | 11.5 | 68.6 |
| Other unlisted investments | - | 2,417 | - | ||
| Total unlisted | 23,177 | 24,207 | 56.9 | ||
| Quoted | |||||
| Diaceutics PLC | 291 | 241 | 0.6 | 0.5 | 0.5 |
| MaxCyte Inc | 162 | 250 | 0.4 | 0.3 | 0.3 |
| C4X Discovery Holdings PLC | 105 | 99 | 0.3 | 0.6 | 1.1 |
| Byotrol PLC | 81 | 197 | 0.2 | 1.2 | 2.3 |
| Osirium Technologies PLC | 77 | 100 | 0.2 | 1.5 | 4.4 |
| Entertainment AI PLC | 70 | 75 | 0.2 | 0.4 | 2.2 |
| Cello Health PLC | 70 | 54 | 0.2 | 0.1 | 0.4 |
| Vianet Group PLC (formerly Brulines Group PLC) | 38 | 31 | 0.1 | 0.1 | 1.4 |
| The Ince Group PLC | 10 | 201 | - | - | 0.1 |
| (formerly Gordon Dadds Group PLC) | |||||
| Other quoted investments | 1 | 383 | - | ||
| Total quoted | 905 | 1,631 | 2.2 |
As at 30 November 2019
| Investment | Valuation £'000 |
Cost £'000 |
% of total assets |
% of equity held |
% of equity held by other clients1 |
|---|---|---|---|---|---|
| Private equity investment trusts | |||||
| ICG Enterprise Trust PLC | 373 | 334 | 0.9 | 0.1 | 0.1 |
| HgCapital Trust PLC | 322 | 249 | 0.8 | - | 0.1 |
| HarbourVest Global Private Equity Limited | 306 | 250 | 0.8 | - | 0.1 |
| Apax Global Alpha Limited | 306 | 250 | 0.8 | - | 0.1 |
| Princess Private Equity Holding Limited | 278 | 270 | 0.7 | 0.1 | 0.1 |
| BMO Private Equity Trust PLC (formerly F&C Private Equity Trust PLC) |
260 | 253 | 0.6 | 0.1 | 0.3 |
| Pantheon International PLC | 200 | 180 | 0.5 | - | 0.1 |
| Standard Life Private Equity Trust PLC | 121 | 110 | 0.2 | - | 0.1 |
| Total private equity investment trusts | 2,166 | 1,896 | 5.3 | ||
| Real estate investment trusts | |||||
| Regional REIT Limited | 113 | 101 | 0.3 | - | 0.1 |
| Target Healthcare REIT Limited | 101 | 96 | 0.2 | - | 0.1 |
| Schroder REIT Limited | 93 | 107 | 0.2 | - | 0.1 |
| Custodian REIT PLC | 68 | 71 | 0.2 | - | - |
| Total real estate investment trusts | 375 | 375 | 0.9 | ||
| Total investments | 26,623 | 28,109 | 65.3 |
1 Other clients of Maven Capital Partners UK LLP.
2 Atul Devani is executive chairman of this company.
The Directors submit their Annual Report together with the audited Financial Statements of the Company for the year ended 30 November 2019. A summary of the financial results for the year can be found in the Financial Highlights on pages 4 and 5. The Investment Objective and Investment Policy are disclosed in the Business Report on page 13 and the Board's dividend strategy is summarised in the Chairman's Statement on pages 9 to 12.
The Company's affairs have been conducted, and will continue to be conducted, in a manner to satisfy the conditions to enable it to continue to obtain approval as a venture capital trust under Section 274 of the Income Tax Act 2007.
During the year, the Company maintained its membership of the AIC and its Ordinary Shares are listed on the London Stock Exchange. Further details are provided in the Corporate Summary.
The Company is a small registered, internally managed, alternative investment fund under the AIFMD. As a venture capital trust pursuant to Section 274 of the Income Tax Act 2007, the rules of the FCA in relation to non-mainstream investment products do not apply to the Company.
The Company's business activities, together with the factors likely to affect its future development and performance, are set out in this Directors' Report and within the Strategic Report. The financial position of the Company is described in the Chairman's Statement. In addition, Note 16 to the Financial Statements includes: the Company's objectives, policies and processes for managing its financial risks; details of its financial instruments; and its exposures to market price risk, interest rate risk, liquidity risk, credit risk and price risk sensitivity. The Directors believe that the Company is well-placed to manage its business risks.
Following a detailed review, the Directors have a reasonable expectation that the Company has adequate financial resources to enable it to continue in operational existence for the foreseeable future and, accordingly, they have continued to adopt the going concern basis when preparing the Annual Report and Financial Statements.
In accordance with Provision 31 of the UK Corporate Governance Code, published in July 2018, and Principle 36 of the AIC Code of Corporate Governance, published in February 2019 (the Codes), the Board has considered the Company's prospects and risks for the forthcoming five-year period to 30 November 2024, which is considered appropriate for a VCT business of the Company's size.
In considering and making this statement, the principal and emerging risks faced by the Company, together with the steps taken to mitigate them, were robustly assessed and considered by the Board, as highlighted in the Business Report, including those that might threaten its business model, future performance, solvency or degree of liquidity within the portfolio. The Board concentrated its efforts on the major factors that affect the economic, regulatory and political environment, including the UK's decision to leave the EU and the potential impact on EU State Aid Rules.
The Board also considered the quality of the current portfolio, the Company's ability to raise new funds and the Manager's ability to source and secure new investment opportunities. As highlighted in the Chairman's Statement on page 12, the Board considers the Company's future to be positive.
The Directors have also considered the Company's cash flow projections and underlying assumptions for the five years to 30 November 2024, and regarded them to be realistic and fair.
Therefore, after careful consideration of the Company's current position, its future prospects and, taking into account the Board's attitude to risk and its ongoing review of investment objective and policy, the Board has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the course of the five years ending 30 November 2024.
The Company's financial instruments comprise its investment portfolio, cash balances and debtors and creditors that arise directly from its operations, including accrued income and purchases and sales awaiting settlement. The main risks that the Company faces arising from its financial instruments are disclosed in Note 16 to the Financial Statements.
The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emission producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.
The Statement of Corporate Governance, which supports this Directors' Report, is shown on pages 50 to 54.
Biographies of the Directors who held office at the year end and up to the date of signing this Annual Report are shown in the Your Board section of this Annual Report along with their interests in the shares of the Company, which are also shown below. No Director has a service contract with the Company.
In accordance with the Codes, all Directors will stand for annual re-election.
The Board confirms that, following a formal process of evaluation, the performance of each Director continues to be effective and all Directors have demonstrated commitment to the role.
Atul Devani's effective communication skills enable him to serve the Company as a strong Chairman. His entrepreneurial experience, senior executive positions held on other boards and leadership skills, provide him with the ability required to encourage discussion in the boardroom and ensure that clear decisions are reached and carried out.
Keith Pickering is a qualified accountant and partner of a corporate finance firm, which ensures that he brings recent and relevant financial experience to the Board and is able to lead the Audit & Risk Committee effectively. As its Chairman, he initiates appropriate challenge around valuations, the control environment and engages directly with the Company's Auditor to ensure that the annual audit is performed to a satisfactory level and that the process is completed to the required level of detail.
David Allan is a qualified lawyer and brings his extensive legal experience to the Board. In addition, his background in corporate finance and experience in equity finance, VCTs and AIM, is highly relevant to his role as a Director and allows him to be a valued contributor to Board discussions.
Bill Nixon, as the managing partner of Maven and with over 35 years' experience in banking and private equity, has a wealth of knowledge in the sector in which the Company operates and is a key contributor to all Board discussions. As a participant in various VCT forums, Bill provides the other Directors with valuable insight to the private equity sector.
The Board believes that, for the above reasons, the contribution of each Director continues to be important to the continued long-term success of the Company, as the combined skills and experience ensure a balanced Board of Directors with a wealth of knowledge and understanding in the key areas that are relevant to the Company. It is, therefore, believed to be in the best interests of Shareholders that all Directors be re-elected and resolutions to this effect will be proposed at the 2020 AGM.
The Directors who held office during the year and as at the date of this Annual Report, together with their interests in the share capital of the Company, are as follows:
| 30 November 2019 Ordinary Shares of 10p each |
30 November 2018 Ordinary Shares of 10p each |
|
|---|---|---|
| Atul Devani (Chairman) | 184,607 | 184,607 |
| David Allan | 14,853 | 14,853 |
| Bill Nixon | 600,000 | 600,000 |
| Keith Pickering | 99,202 | 81,465 |
| Total | 898,662 | 880,925 |
Subsequent to the year end, Bill Nixon acquired a further 83,444 shares under the Offer for Subscription. There is no requirement for the Directors to hold shares in the Company.
All of the interests shown above are beneficial and as at 6 March 2020, being the latest practicable date prior to the publication of this Annual Report, there have been no further changes to them since the end of the Company's financial year.
The Company purchases and maintains liability insurance for the Directors and Officers of the Company.
Each Director has a statutory duty to avoid a situation where he has, or could have, a direct or indirect interest that conflicts, or may conflict with the interests of the Company. A Director will not be in breach of that duty if the relevant matter has been authorised by the Board in accordance with the Company's Articles. This includes any co-investment made by the Directors in entities in which the Company also has an interest.
The Board has a protocol for identifying and dealing with conflicts and these are reviewed on a regular basis. As previously reported, the Company is invested in The GP Service (UK) Limited, of which the Chairman, Atul Devani, is executive chairman and has an interest in. The Board has continued to agree that this does not represent a material conflict. No new conflicts or potential conflicts were identified during the year.
At 30 November 2019, the only party known to the Company who, directly or indirectly, were interested in 3% or more of the Company's issued share capital was as follows:
| Number of Ordinary Shares held |
% of issued share capital |
|
|---|---|---|
| Hargreaves Lansdown (Nominees) Limited |
5,532,856 | 8.14% |
At 6 March 2020, being the last practicable date before the publication of this Annual Report, the only party known to the Company who, directly or indirectly, was interested in 3% or more of the Company's issued share capital were as follows:
| Number of Ordinary Shares held |
% of issued share capital |
|
|---|---|---|
| Hargreaves Lansdown (Nominees) Limited |
5,744,043 | 7.33% |
Maven Capital Partners UK LLP (Maven) acted as Manager and Secretary to the Company during the year ended 30 November 2019 and details of the investment management and secretarial fees are detailed in Notes 3 and 4 to the Financial Statements respectively.
The principal terms of the Management and Administration Deed with Maven are as follows:
For the year ended 30 November 2019, the investment management and secretarial fees payable to Maven had been charged on the following basis:
With effect from 1 December 2017, subject to certain criteria being met, Maven is entitled to a performance incentive fee, in respect of each six-month period ending 31 May and 30 November, of an amount equal to 15% of any increase in the total return (before applying any performance incentive fee) as at the end of the relevant six month period to the total return (after accruing for the performance incentive fee payable for that period) compared to the end of the last six-month period on which a performance incentive fee was paid. Payments in relation to any performance incentive fee shall not exceed £890,000 in relation to any rolling twelve-month period ending on the date of the proposed payment. Total return for these purposes means net asset value, adjusted for dividends, share buy-backs and share issues since the period in which the last performance incentive fee was paid. The performance incentive fee will be exclusive of VAT (if any).
The annual running costs of the Company are capped at 3.8% of the average net asset value for the relevant financial period, adjusted annually and excluding performance fees, regulatory and exceptional costs.
The agreement can be terminated, by either the Company or the Manager, by the giving of twelve months' notice.
Furthermore, the Company may terminate the agreement without notice and compensation due if:
During the year, Maven also received the sum of £16,800 (plus VAT) per annum in respect of Bill Nixon's role as a Director of the Company. Maven may also receive fees from investee companies in relation to arranging transactions, monitoring business progress and for providing non-executive directors for their boards.
It should be noted that as at 6 March 2020, Maven Capital Partners UK LLP and certain of its executives held, in aggregate, 1,701,211 of the Company's Ordinary Shares of 10p and that this represented 2.16% of the Company's issued share capital as at that date.
In light of the investment performance achieved by the Manager, together with the standard of company secretarial and administrative services provided, the Board considers that the continued appointment of the Manager and Secretary, on the stated terms, is in the best interests of the Company and its Shareholders.
The Company's Independent Auditor, Deloitte LLP, is willing to continue in office and Resolution 9, to propose its re-appointment, will be put forward at the 2020 AGM, along with Resolution 10, to authorise the Directors to fix its remuneration. Non-audit fees for tax services amounting to £5,000 were paid to Deloitte LLP during the year under review (2018: £5,000). The Directors have received assurances from the Auditor that they remain independent and objective. The Directors have also reviewed the Auditor's procedures in connection with the provision of non-audit services and remain satisfied that objectivity and independence is being safeguarded by Deloitte LLP.
So far as the Directors who held office at the date of approval of this Annual Report are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act) of which the Company's Auditor is unaware, and each of the Directors has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.
During the year ended 30 November 2019, the Company bought back a total of 1,220,000 (2018: 710,000) of its own Ordinary Shares of 10p each for cancellation, being 1.77% of the issued share capital as at 28 February 2019, being the last practicable date before the publication of the previous Annual Report.
Subsequent to the year end, a further 264,572 Ordinary Shares were bought back for cancellation.
A Special Resolution, numbered 13 in the Notice of Annual General Meeting, will be put to Shareholders at the 2020 AGM for their approval to renew the Company's authority to purchase in the market a maximum of 7,878,460 Ordinary Shares (10% of the shares in issue at 6 March 2020). Such authority will expire on the date of the Annual General Meeting in 2021 or after a period of 15 months from the date of the passing of the Resolution, whichever is the earlier.
Purchases of shares will be made within guidelines established from time to time by the Board, but only if it is considered that such purchases would be to the advantage of the Company and its Shareholders when taken as a whole. Purchases will be made in the market at prices below the prevailing NAV per share. Under the FCA Listing Rules, the maximum price that may be paid on the exercise of this authority must not exceed 105% of the average of the mid-market quotations for the shares over the five business days immediately preceding the date of purchase. The minimum price that may be paid is 10p per share. In making purchases, the Company will deal only with member firms of the London Stock Exchange. Any shares which are purchased may be cancelled, or held in treasury.
Purchases of shares by the Company will be made from distributable reserves and will normally be paid out of cash balances held by the Company from time to time. As any purchases will be made at a discount to NAV at the time of purchase, the NAV of the remaining Ordinary Shares in issue should increase as a result of any such purchase. Shares will not be purchased by the Company in the period from the end of the Company's relevant financial period up to and including the earlier of an announcement of all price sensitive information in respect of the relevant period or the release of the full results.
During the year under review 230,138 new Ordinary Shares were allotted (2018: 22,666,517). An Ordinary Resolution, numbered 11 in the Notice of Annual General Meeting will be put to Shareholders at the 2020 AGM for their approval to authorise the Company to issue up to an aggregate nominal amount of £787,846 (equivalent to 7,887,460 Ordinary Shares or 10% of the total issued share capital at 6 March 2020).
Issues of new Ordinary Shares may only be made at, or at a premium to, NAV per share, thus ensuring existing investors will not be disadvantaged by such issues. The proceeds of any issue may be used to purchase the Company's shares in the market or to fund further investments in accordance with the Company's investment policy. This authority shall expire either at the conclusion of the AGM in 2021 or on the expiry of 15 months from the passing of the Resolution, whichever is the first to occur.
When shares are to be allotted for cash, Section 561(1) of the Companies Act provides that existing Shareholders have pre-emption rights and that the new shares are offered first to such Shareholders in proportion to their existing shareholdings. However, Shareholders can, by special resolution, authorise the Directors to allot shares otherwise than by a pro rata issue to existing Shareholders. A Special Resolution, numbered 12 in the Notice of Annual General Meeting, will, if passed, give the Directors power to allot for cash, Ordinary Shares up to an aggregate nominal amount of £787,846 (equivalent to 7,878,460 Ordinary Shares or 10% of the total issued share capital at 6 March 2020) as if Section 561(1) does not apply. This is the same amount of share capital that the Directors are seeking the authority to allot pursuant to Resolution 11. The authority will also expire either at the conclusion of the AGM of the Company in 2021 or on the expiry of 15 months from the passing of the Resolution, whichever is the first to occur.
As at 30 November 2019, the Company's share capital comprised 67,983,600 Ordinary Shares of 10p each. Following the issue of new Ordinary Shares under the Offer for Subscription and the buying back of Ordinary Shares for cancellation, as at 6 March 2020, being the last practicable date prior to the publication of this Annual Report, the Company's share capital amounted to 78,784,600 Ordinary Shares of 10p each.
Further details are included in Note 12 to the Financial Statements.
There are no restrictions on the transfer of Ordinary Shares issued by the Company other than certain restrictions that may be imposed from time to time by the law (for example, the Market Abuse Regulation). The Company is not aware of any agreements between Shareholders that may result in a transfer of securities and/or voting rights.
The rules governing the appointment of Directors are set out in the Statement of Corporate Governance on pages 50 to 54.
The powers of the Directors in relation to the issuing or buying back by the Company of its shares are contained in the Articles and the Companies Act 2006. The Company's Articles may only be amended by a special resolution at a General Meeting of Shareholders.
The Board is not aware of: (i) any significant agreements to which the Company is party, which take effect, alter or terminate upon a change of control of the Company following a takeover and; (ii) any agreements between the Company and its Directors to provide compensation for loss of office that occurs as a result of a takeover bid.
Other than those set out in this Directors' Report there are no further related party transactions that require to be disclosed.
The Directors have proposed a final dividend of 2.00p per Ordinary Share, in respect of the year ended 30 November 2019. The final dividend will be paid on 17 April 2020 to Shareholders on the register at 20 March 2020.
Other than those referred to above, and in the Strategic Report, there have been no events since 30 November 2019 that require disclosure.
An indication of the Company's future developments can be found in the Chairman's Statement on page 12 and in the Investment Manager's Review on page 30, which highlights the Board and Manager's commitment to providing returns to Shareholders and delivering the Company's investment strategy.
The AGM will be held on 8 April 2020, and the Notice of Annual General Meeting is on pages 82 to 87 of this Annual Report. The Notice of Annual General Meeting also contains a Special Resolution (Resolution 14) that seeks authority for the Directors to convene a General Meeting, other than an AGM, on not less than fourteen days' clear notice.
The Directors encourage Shareholders to vote at the AGM and votes can be submitted by hard copy proxy form; via Crest or electronically using the Registrar's share portal service at www.signalshares.com. Please refer to the notes to the Notice of Annual General Meeting on pages 84 to 87 of this Annual Report.
The Directors consider that all of the Resolutions to be put to the AGM are in the best interests of the Company and its Shareholders as a whole. The Directors recommend that Shareholders vote in favour of each Resolution to be put to the AGM.
Authorised for issue by the Board Maven Capital Partners UK LLP Secretary
10 March 2020
The report has been prepared in accordance with the requirements of Section 421 of the Companies Act 2006 and the Enterprise and Regulatory Reform Act 2013. An Ordinary Resolution for the approval of this report, which includes a section on the Company's policy for the remuneration of its Directors, will be put to the members of the Company at the forthcoming AGM. The law requires the Company's Auditor to audit certain disclosures provided. Where disclosures have been audited, they are indicated as such and the Auditor's opinion is included in their report on pages 60 to 66.
The Directors have established a Remuneration Committee comprising the independent Directors, with David Allan as its Chairman. As all the Directors are non-executive, the Principles of the UK Corporate Governance Code in respect of executive directors' remuneration do not apply.
At 30 November 2019 and as at the date of this Annual Report, the Company had four non-executive Directors and their biographies are shown in the Your Board section of this Annual Report. The names of the Directors who served during the year, together with the fees paid during the year, are shown in the table on page 48. The dates of appointment of the Directors in office at 30 November 2019 and the dates on which they will next be proposed for re-election are as follows:
| Date of original appointment |
Date of previous re-election |
Due date for re-election |
|
|---|---|---|---|
| Atul Devani (Chairman) | 5 April 2014 | 10 April 2019 | 8 April 2020 |
| David Allan | 1 March 2017 | 27 April 2017 | 8 April 2020 |
| Bill Nixon | 1 November 2005 | 10 April 2019 | 8 April 2020 |
| Keith Pickering | 15 April 2015 | 11 April 2018 | 8 April 2020 |
During the year ended 30 November 2019, the Board was not provided with advice or services in respect of its consideration of the Directors' remuneration. However, in the application of the Board's policy on Directors' remuneration, defined below, the Board expects, from time to time, to review the fees paid to the directors of other venture capital trusts.
The Remuneration Committee met once during the year ended 30 November 2019 and carried out a review of the Remuneration Policy and the level of Directors' fees and it was recommended that no changes were required.
The Company's Policy is that the remuneration of the Directors should reflect the experience of the Board as a whole and be fair and comparable to that of other venture capital trusts with a similar capital structure and similar investment objectives.
Directors are remunerated in the form of fees, payable quarterly in arrears, to the Director personally, or to a third party specified by him. The fees for the Directors are determined within the limits set out in the Company's Articles, which limit the aggregate of the fees payable to the Directors to £100,000 per annum and the approval of Shareholders in a general meeting would be required to change this limit.
It is intended that the fees payable to the Directors should reflect their duties, responsibilities, the value and amount of time committed to the Company's affairs, and should also be sufficient to enable candidates of a high quality to be recruited and retained. Non-executive Directors do not receive bonuses, pension benefits, share options, long-term incentive schemes or other benefits, and the fees are not specifically related to the Directors' performance, either individually or collectively. A copy of the Remuneration Policy may be inspected by members of the Company at its registered office.
It is the Board's intention that the Remuneration Policy will be put to a Shareholders' vote at least once every three years and, as a Resolution was last approved at the AGM held in 2017, an Ordinary Resolution for its approval will be proposed at the 2020 AGM. At the AGM held on 27 April 2017, the result in respect of the Ordinary Resolution to approve the Directors' Remuneration Policy for the three years to 30 November 2019 was as follows:
| Percentage of | Percentage of | Number of | |
|---|---|---|---|
| votes cast for | votes cast against | votes withheld | |
| Remuneration Policy | 89.44 | 10.56 | 138,048 |
The Company purchases and maintains liability insurance for the Directors and Officers of the Company. This insurance is not a benefit in kind, nor does it form part of the Directors' remuneration.
The Directors' interests in the share capital of the Company are shown in the Directors' Report on page 41. There is no requirement for Directors to hold shares in the Company.
The Board is responsible for the Company's investment strategy and performance, although the management of the Company's investment portfolio is delegated to the Manager through the Management and Administration Deed, as referred to in the Director's Report.
The graph below compares the total returns (excluding any tax relief), on an investment of £100 in the Ordinary Shares of the Company, for each annual accounting period for the ten years to 30 November 2019, assuming all dividends are reinvested, with the total shareholder return on a notional investment of £100 made up of shares of the same kind and number as those by reference to which the FTSE AIM All-Share index is calculated. This index was chosen for comparison purposes as it is the most relevant to the Company's investment portfolio.
Source: Maven Capital Partners UK LLP/London Stock Exchange/IRESS. Please note that past performance is not necessarily a guide to future performance.
The Company does not have any employees and Directors' remuneration comprises solely of Directors' fees. The Directors' fees for the years ended 30 November 2019 and 30 November 2018, and projected fees for the year ending 30 November 2020, are as follows:
| Year ending 30 November 2020 £ |
Year ended 30 November 2019 £ |
Year ended 30 November 2018 £ |
|
|---|---|---|---|
| Atul Devani (Chairman) | 20,500 | 20,500 | 19,500 |
| David Allan | 16,800 | 16,800 | 15,800 |
| Bill Nixon1 | 16,800 | 16,800 | 15,800 |
| Keith Pickering | 16,800 | 16,800 | 15,800 |
| TOTAL | 70,900 | 70,900 | 66,900 |
1 Bill Nixon's remuneration is paid to Maven Capital Partners UK LLP and is subject to VAT
The above amounts exclude any employers' national insurance contributions, if applicable. No other forms of remuneration were received by the Directors and no Director has received any taxable expenses, compensation for loss of office or noncash benefits for the year ended 30 November 2019 (2018: £nil).
The chart below shows, for the years ended 30 November 2018 and 30 November 2019, the cost of Directors' fees compared with the level of dividend distribution: Relative Cost of Directors' Remuneration
As noted in the Strategic Report, all the Directors are non-executive, therefore, the Company does not have a chief executive officer, nor does it have any employees. In the absence of a chief executive officer or employees, there is no related information to disclose.
Directors do not have service contracts but new Directors are provided with a letter of appointment which is available for inspection by members at the Company's AGM. The terms of appointment provide that Directors should retire and be subject to election at the first AGM after their appointment. Thereafter, all Directors will be subject to annual re-election, in line with the new requirements under the Codes. There is no notice period and no provision for compensation upon early termination of appointment, save for any arrears of fees which may be due.
During the year ended 30 November 2019, no communication had been received from Shareholders regarding Directors' remuneration.
An Ordinary Resolution to approve this Directors' Remuneration Report will be put to Shareholders at the 2020 AGM. At the AGM held on 10 April 2019, the results in respect of an Ordinary Resolution to approve the Directors' Remuneration Report for the year ended 30 November 2018 were as follows:
| Percentage of | Percentage of | Number of | |
|---|---|---|---|
| votes cast for | votes cast against | votes withheld | |
| Remuneration Report | 96.57 | 3.43 | 169,870 |
The Directors' Remuneration Report was approved by the Board of Directors and signed on its behalf by:
David Allan Director 10 March 2020
The Company is committed to, and is accountable to the Company's Shareholders for, a high standard of corporate governance. The Board has put in place a framework for corporate governance that it believes is appropriate for a venture capital trust and which enables it to comply with the UK Code of Corporate Governance (the UK Code). The UK Code is available from the website of the Financial Reporting Council (FRC) at www.frc.org.uk.
During the year under review, the Company was a member of the AIC, which published a revised version of its own Code of Corporate Governance (the AIC Code) in February 2019 and applies to accounting periods commencing on or after 1 January 2019. The Board wishes to align with the AIC Code and is, therefore, adopting its principles and reports on compliance with these below. The AIC Code provides a comprehensive guide to best practice in certain areas of governance where the specific characteristics of investment trusts or venture capital trusts suggest alternative approaches to those set out in the UK Code.
The key notable changes to the AIC Code include:
The AIC Code is available from the AIC website at www.theaic.co.uk. This Statement of Corporate Governance forms part of the Directors' Report.
This statement describes how the main principles identified in the AIC Code have been applied by the Company throughout the year, as is required by the Listing Rules of the FCA. The Board has considered the Principles and Provisions of the AIC Code, which address the Principles and Provisions set out in the UK Code, as well as setting out additional Provisions on issues that are of specific relevance to the Company. The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the FRC, provides more relevant information to Shareholders. The endorsement by the FRC means that by reporting against the AIC Code, the Company is meeting its obligations under the UK Code and the associated disclosure requirements of the Listing Rules, and as such does not need to report further on issues contained in the UK Code which are irrelevant to them. These include:
The Board is of the opinion that the Company has complied fully with the main principles identified in the AIC Code, except as set out below:
The Board currently consists of four male Directors, all of whom are non-executive and the majority of whom are considered to be independent of the Manager, (Maven Capital Partners UK LLP or Maven). Bill Nixon is not considered to be independent because of his position as the managing partner of Maven.
The biographies of the Directors appear in the Your Board section of this Annual Report and indicate their high level and range of investment, industrial, commercial and professional experience.
The Board sets the Company's values and objectives and ensures that its obligations to Shareholders are met. It has formally adopted a schedule of matters which are required to be brought to it for decision, thus ensuring that it maintains full and effective control over appropriate strategic, financial, operational and compliance issues. These matters include:
As required by the Companies Act and permitted by the Articles, Directors notify the Company of any situation which might give rise to the potential for a conflict of interest so that the Board may consider and, if appropriate, approve such situations. A register of the potential conflicts of interest for Directors is reviewed regularly by the Board and the Directors notify the Company whenever there is a change in the nature of a registered conflict, or whenever a new conflict situation arises.
Atul Devani is executive chairman of, and has an interest in, The GP Service (UK) Limited, in which the Company is invested. However, this potential conflict was authorised by the Board as outlined in the Conflicts of Interest section of the Directors' Report on page 42.
David Allan was formerly a partner of a legal firm that has provided legal advice to the Manager in the past. Nevertheless, it is expected that David will perform his duties as a Director in a way that will display his independence and the Board regard him as being independent.
Following implementation of the Bribery Act 2010, the Board adopted appropriate procedures.
There is an agreed procedure for Directors to take independent professional advice, if necessary, at the Company's expense.
The Directors have access to the advice and services of the Secretary through its appointed representatives who are responsible to the Boards for:
An induction meeting will be arranged by the Manager on the appointment of any new Director, covering details about the Company, the Manager, legal responsibilities and venture capital trust industry matters. Directors are provided, on a regular basis, with key information regarding the Company's policies, regulatory and statutory requirements and internal controls. Changes affecting Directors' responsibilities are advised to the Board as they arise.
Atul Devani is Chairman of the Company and also the Nomination Committee. Atul was independent of the Manager at the time of his appointment as a Director on 5 April 2014 and as Chairman on 13 April 2016 and continues to be so by virtue of his lack of connection with the Manager and the absence of cross-directorships with his fellow Directors. Keith Pickering is the Chairman of the Audit & Risk and Management Engagement Committees, as the other Directors consider that he has the skills and experience relevant to these roles. David Allan is Chairman of the Remuneration Committee.
During the year ended 30 November 2019, the Board held four quarterly Board Meetings. The primary focus of quarterly Board Meetings is a review of investment performance and related matters including asset allocation, peer group information and industry issues. A further four meetings of the Board took place by telephone. Between meetings, the Board maintains contact with the Manager and has access to senior members of the management team and to the company secretarial team. In addition to the Board Meetings, there were also five meetings of the Audit & Risk Committee and one meeting of each of the Nomination, Remuneration and Management Engagement Committees.
| Director | Board | Board Committee |
Audit & Risk Committee |
Nomination Committee |
Remuneration Committee |
Management Engagement Committee |
|---|---|---|---|---|---|---|
| Atul Devani | 4 (4) | 4 (4) | 5 (5) | 1 (1) | 1 (1) | 1 (1) |
| David Allan | 3 (4) | 4 (4) | 4 (5) | 1 (1) | 1 (1) | 0 (1) |
| Bill Nixon2 | 4 (4) | 4 (4) | n/a | 1 (1) | n/a | n/a |
| Keith Pickering | 4 (4) | 4 (4) | 5 (5) | 1 (1) | 1 (1) | 1 (1) |
Directors have attended Board and Committee Meetings during the year ended 30 November 20191 as follows:
1 The number of meetings which the Directors were eligible to attend is in brackets.
2 Bill Nixon is not a member of the Audit & Risk, Remuneration or Management Engagement Committees.
To enable the Board to function effectively and allow Directors to discharge their responsibilities, full and timely access is given to all relevant information. In the case of Board Meetings, this consists of a comprehensive set of papers, including the Manager's review and discussion documents regarding specific matters. The Directors make further enquiries when necessary.
The Board and its Committees have undertaken a process for their annual performance evaluation, using questionnaires and discussion to ensure that Directors have devoted sufficient time and contributed adequately to the work of the Board and its Committees and to consider each Director's independence.
In addition, the Board also uses the process to asses and monitor its culture and behaviour, to ensure it is aligned with the Company's purpose, values and strategy.
All non-executive Directors were appointed for an initial period of three years and in accordance with the Articles, stood for election at the first AGM following their appointment. Nothwithstanding the Articles, which state that Directors must offer themselves for re-election at least once every three years, in accordance with the Codes, all Directors will stand for annual re-election.
The Board subscribes to the view expressed in the AIC Code that long-serving Directors should not be prevented from forming part of an independent majority. It does not consider that a Director's tenure necessarily reduces his ability to act independently and, following formal performance evaluations, believes that each Director is independent in character and judgement and that there are no relationships or circumstances which are likely to affect the judgement of any Director.
The Board's policy on tenure is that continuity and experience are considered to add significantly to the strength of the Board and, as such, no limit on the overall length of service of any of the Company's Directors, including the Chairman, has been imposed. The policy on tenure and the independence of each Director is reviewed on an annual basis, before the re-election of any Director is recommended and the Board considers the need for regular refreshment of the Directors prior to doing so. The Company has no executive Directors or employees.
Each of the Committees have been established with written terms of reference, which are available on request from the Registered Office of the Company, and are reviewed and re-assessed for their adequacy at each Meeting.
The Audit & Risk Committee is chaired by Keith Pickering. Information regarding the composition, responsibilities and activities of the Audit & Risk Committee is detailed in the Report of the Audit & Risk Committee on pages 56 to 59.
The Management Engagement Committee, which is comprised of all independent Directors and is chaired by Keith Pickering, is responsible for the annual review of the management contract with the Manager, details of which are shown in the Directors' Report. One meeting of the Committee was held during the year ended 30 November 2019, at which the Committee recommended the continued appointment of Maven Capital Partners UK LLP as Manager of the Company.
The Nomination Committee is comprised of the full Board, the majority of members being independent, and is chaired by Atul Devani. In line with the requirements of the AIC Code, the terms of reference state that the Chairman will not chair the Committee when it is dealing with the appointment of his successor. The Committee met once during the year. The Committee makes recommendations to the Board on the following matters:
At its meeting in October 2019, the Committee reviewed the knowledge, experience and skills of all Directors. The Board noted that each of the Directors were valued and that they were deemed to enhance the skills and knowledge base of the Board, enabling it to carry out its functions more effectively and each Director contributing to the long-term success of the Company. The Committee recommended to the Board that all Directors be nominated for re-election and accordingly, Resolutions 5 to 8 will be put to the 2020 AGM.
Although the Company does not have a formal policy on diversity, as detailed above, consideration of Board diversity and inclusion forms part of the responsibilities of the Committee.
No external search consultancy was used by the Company during the year ended 30 November 2019.
Where a venture capital trust has only non-executive directors, the UK Code principles relating to directors' remuneration do not apply. However, in line with the requirements of the AIC Code, the Company does have a Remuneration Committee, comprised of all independent Directors, which is chaired by David Allan. The Committee met once during the year ended 30 November 2019 to review the policy for and the level of Directors' remuneration. Further information about Directors' remuneration can be found in the Directors' Remuneration Report on pages 46 to 49.
The level of remuneration for the Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of the Company. Details of the remuneration of each Director and of the Company's policy on Directors' Remuneration are provided in the Directors' Remuneration Report.
The Board has contractually delegated certain services to external agencies including custodial services (which include the safeguarding of assets) and registration services. The Board has delegated responsibility for the day to day accounting and company secretarial requirements to the Manager. In addition, the Board has delegated its portfolio management responsibilities to the Manager. Each of these contracts was entered into after full and proper consideration by the Board of the quality and cost of services offered. The Board receives and considers reports from the Manager and other external agencies on a regular basis. In addition, ad hoc reports and information are supplied to the Board as requested.
The FRC first published the UK Stewardship Code (the Stewardship Code) for institutional shareholders on 2 July 2010 and issued an updated version in September 2012. The revised UK Stewardship Code 2020 was published in October 2019 and takes effect for reporting periods beginning on or after 1 January 2020. The Board is considering the implications of the revised code and will look to report against it in future. The purpose of the Stewardship Code is to enhance the quality of engagement between institutional investors and companies to help improve long-term returns to shareholders and assist institutional investors in the efficient exercise of their governance responsibilities.
The Board is aware of its duty to act in the interests of the Company and the Directors believe that the exercise of voting rights lies at the heart of regulation and the promotion of good corporate governance. The Directors, through the Manager, encourage companies in which investments are made to adhere to best practice in the area of corporate governance. The Manager believes that, where practicable, this can best be achieved by entering into a dialogue with investee company management teams to encourage them, where necessary, to improve their governance policies. Therefore, the Board has delegated responsibility for monitoring the activities of portfolio companies to the Manager and has given it discretionary powers to vote in respect of the holdings in the Company's investment portfolio.
The Directors and the Manager are aware of their duty to act in the interests of the Company and acknowledge that there are risks associated with investment in companies that fail to conduct business in a socially responsible manner. Therefore, the Directors and the Manager take account of the social environment and ethical factors that may affect the performance or value of the Company's investments. Maven and the Directors believe that a company run in the long-term interests of its shareholders should manage its relationships with its employees, suppliers and customers and behave responsibly towards the environment and society as a whole.
The Company places a great deal of importance on communication with its Shareholders, all of whom are encouraged to attend and participate in the AGM, as it is the key forum for communication with Shareholders. The Notice of Annual General Meeting sets out the business of the AGM and the Resolutions are explained more fully in the Explanatory Notes to the Notice of Annual General Meeting as well as in the Directors' Report and in the Directors' Remuneration Report. Separate Resolutions are proposed for each substantive issue and Shareholders have the opportunity to put questions to the Board and the Manager. The results of proxy voting are relayed to Shareholders after the Resolutions have been voted on by a show of hands. Nominated persons, often the beneficial owners of shares held for them by nominee companies, may attend Shareholder meetings and are invited to contact the registered Shareholder, normally a nominee company, in the first instance in order to be nominated to attend the Meeting and to vote in respect of the shares held for them. In general, a venture capital trust has few major shareholders.
The Annual Report is normally posted to Shareholders at least twenty business days before the AGM. Annual and Interim Reports and Financial Statements are distributed to Shareholders and other parties who have an interest in the Company's performance.
Shareholders and potential investors may obtain up-to-date information on the Company through the Manager and the Secretary, and the Company responds to letters and emails from Shareholders on a wide range of issues. In order to ensure that the Directors develop an understanding of the views of Shareholders, correspondence between Shareholders and the Manager or the Chairman is copied to the Board. See Contact Information for details on how to contact the Manager or Company Secretary.
The Company's web pages are hosted on the Manager's website, and can be visited at www.mavencp.com/migvct3 from where Annual and Interim Reports, London Stock Exchange Announcements and other information can be viewed, printed or downloaded. Access to further information about the Manager can be gained from www.mavencp.com.
The Statement of Directors' Responsibilities in respect of the Financial Statements is on page 55, the Statement of Going Concern and the Viability Statement are included in the Directors' Report on page 40. The Independent Auditor's Report is on pages 60 to 66.
Authorised for issue by the Board Maven Capital Partners UK LLP Secretary
10 March 2020
Company law requires the Directors to prepare Financial Statements for each financial year. Under that law, the Directors have elected to prepare the Financial Statements in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland. The Financial Statements are required by law to give a true and fair view of the state of affairs of the Company and of the net return of the Company for that period.
In preparing these Financial Statements, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with the Companies Act. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report (including a report on remuneration policy) and Statement of Corporate Governance that comply with applicable law and regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's web pages, which are hosted on the Manager's website. Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.
The Directors are also responsible for ensuring that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's position and performance, business model and strategy.
Each Director believes that, to the best of their knowledge:
Atul Devani Director 10 March 2020
The Board is satisfied that at least one member of the Committee has recent and relevant financial experience and that the Committee, as a whole, has competence relevant to the sector in which the Company operates.
The principal responsibilities of the Committee include:
The Board of Directors has overall responsibility for the Company's system of internal control and risk management and procedures, and for reviewing their effectiveness. However, as the Directors have delegated the investment management, company secretarial and administrative functions of the Company to the Manager, the Board considers that it is appropriate for the Company's internal controls to be monitored by the Manager, rather than by the Company itself.
The principal responsibilities of the Committee include the ongoing review of the effectiveness of the internal control environment of the Company and the review of the Company's risk management systems which allow the Company to identify, measure, manage and monitor all risks on a continuous basis. The Committee keeps the effectiveness of the Company's internal control and risk management systems and procedures under review. The Directors confirm that there is an ongoing process to identify, measure, manage and monitor the principal and emerging risks faced by the Company. This robust process has been in place up to the date of approval of this Annual Report and is reviewed regularly by the Board to ensure that it accords with internal control guidance issued by the FRC.
Through the Audit & Risk Committee, the Board reviews the effectiveness of the system of internal control at least twice each year. In particular, the process for identifying and evaluating the principal and emerging risks affecting the Company, and the policies and procedures by which these risks are managed, are reviewed and considered by the Board. The Directors have delegated the portfolio management of the Company's assets to the Manager. Such delegation is in accordance with the delegation requirements of the AIFMD. The delegation embraces implementation of the Manager's system of internal control, including financial, operational and compliance controls and risk management. Internal control systems are monitored and supported by the compliance function of the Manager, which undertakes periodic examination of business processes, including compliance with the terms of the Management and Administration Deed, and ensures that recommendations to improve controls are implemented.
Risks are identified through the Company's risk management framework of each function within the Manager's activities. Risk is considered in the context of the guidance issued by the FRC and includes financial, regulatory, market, operational and reputational risk. This helps the Manager's model identify those functions most appropriate for review. Any errors or weaknesses identified are reported to the Company and timetables are agreed for implementing improvements to systems. The implementation of any remedial action required is monitored and feedback is provided to the Board.
The key components designed to provide effective internal control for the year under review, and up to the date of this report are:
The internal control systems are intended to meet the Company's particular needs and the risks to which it is exposed. Accordingly, these systems are designed to manage, rather than eliminate, the risk of failure to achieve business goals and, by their nature, can provide reasonable, but not absolute, assurance against material misstatement or loss.
In terms of the assessment of the risks facing the Company, it is recognised that the investment portfolio forms a significant element of its assets. The recognition, ownership and valuation of the investment portfolio is, therefore, an area of particular attention by the Committee. Specifically, the risk is that investments are not recognised and measured in line with the Company's stated accounting policy on the valuation of investments as set out in Note 1(e) to the Financial Statements on pages 71 and 72.
Another risk is that the Company does not recognise income in line with its stated policy on revenue recognition. The maintenance of VCT status is another risk that the Company has to address and the approach to address each of these risks is set out below.
The Company uses the services of an independent custodian (JPMorgan Chase Bank) to hold the quoted investment assets of the Company. An annual internal control report is received from the Custodian, which provides details of the Custodian's control environment. The investment portfolio is reconciled regularly by the Manager and the reconciliation is also reviewed by the Independent Auditor. The portfolio is reviewed and verified by the Manager on a regular basis and management accounts, including a full portfolio listing, are prepared quarterly and considered at the quarterly meetings of the Board. The portfolio is also audited annually by the Independent Auditor.
The valuation of investments is undertaken in accordance with the Company's stated accounting policy as set out in Note 1(e) to the Financial Statements on pages 71 and 72. Unquoted investments are valued by the Manager and are subject to scrutiny and approval by the Directors. Investments listed on a recognised stock exchange are valued at their closing bid market price.
The Committee considered and challenged the assumptions and significant judgements in relation to the valuation of each quoted and unquoted investment and was satisfied that they were appropriate. The Committee also satisfied itself that there were no issues associated with the existence and ownership of the investments that required to be addressed.
The recognition of dividend income and loan stock interest is undertaken in accordance with accounting policy Note 1(b) to the Financial Statements on page 71. The management accounts are reviewed by the Board on a quarterly basis and discussion takes place with the Manager at the quarterly Board Meetings regarding the revenue generated from dividend income and loan stock. The Directors are satisfied that the levels of income recognised are in line with revenue estimates. The Committee concluded that there were no issues associated with revenue recognition that required to be addressed.
Compliance with the VCT regulations is monitored continually by the Manager and is reviewed by the Committee on a quarterly basis. The Committee concluded that there were no issues associated with the maintenance of VCT status that required to be addressed.
The principal and emerging risks and uncertainties faced by the Company and the Board's strategy for managing these risks are covered in the Business Report on pages 13 to 15.
The Committee met five times during the year and, at four of those Meetings, considered the risks detailed above and the corresponding internal control and risk reports provided by the Manager, which included the Company's risk management framework. No significant weaknesses in the control environment were identified. It was also noted that there had not been any adverse comment from the Auditor and that the Auditor had not identified any significant issues in its Audit Report. In addition, there had been no interaction with the FRC, through their Corporate Reporting Review or the Audit Quality Review teams during the period. The Committee, therefore, concluded that there were no significant issues that required to be reported to the Board.
At its meeting in January 2019, the Committee reviewed, for recommendation to the Board, the Audit Report from the Independent Auditor and the draft Annual Report and Financial Statements for the year ended 30 November 2018. The Committee concluded that it was satisfied with the performance of Deloitte LLP (Deloitte) and recommended its continued appointment.
At its meeting in June 2019, the Committee reviewed the Half Yearly Report for the six months ended 31 May 2019 and also considered the independence, tenure and performance of Deloitte as Auditor.
Subsequent to 30 November 2019, at its meeting in January 2020, the Committee considered the draft Annual Report and Financial Statements for the year ended 30 November 2019, and provided advice to the Board that it considered that the Annual Report and Financial Statements, taken as a whole, was fair, balanced and understandable and provided the information necessary for Shareholders to assess the Company's position and performance, business model and strategy.
As part of its annual review of audit services, the Committee considers the performance, effectiveness and general relationship with the Independent Auditor. In addition, the Committee reviews the independence and objectivity of the Independent Auditor. Key elements of these reviews include: discussions with the Manager regarding the audit service provided; separate meetings with the Independent Auditor; consideration of the completeness and accuracy of Deloitte reporting; and a review of the relationship the Independent Auditor has with the Manager.
The Company first appointed Deloitte as Auditor on 3 October 2007 and subsequently re-appointed them as Auditor during the year ended 30 November 2016, following the completion of an audit tender process. It should be noted that Deloitte rotates the Senior Statutory Auditor responsible for the audit every five years and Chris Hunter was appointed as the Senior Statutory Auditor during the year ended 30 November 2017.
The Independent Auditor's Report is on pages 60 to 66. Details of the amounts paid to the Auditor during the year for audit and non-audit services are set out in Note 4 to the Financial Statements. The Company reviews its approach for governing and controlling the provision of non-audit services by the Independent Auditor, so as to safeguard its independence and objectivity.
Shareholders are asked to approve the re-appointment, and the Directors' authority to fix the remuneration, of the Auditor at each AGM. Any non-audit work requires the specific approval of the Audit & Risk Committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited. There are currently no contractual obligations that restrict the Committee's choice of Independent Auditor. The Committee has concluded that Deloitte is independent of the Company and recommended that a Resolution for the re-appointment of Deloitte as Independent Auditor should be put to the 2020 AGM.
Keith Pickering Director 10 March 2020
In our opinion the Financial Statements of Maven Income and Growth VCT 3 PLC (the Company):
We have audited the Financial Statements which comprise:
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the Financial Statements section of our report.
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the 'FRC's') Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that the non-audit services prohibited by the FRC's Ethical Standard were not provided to the Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
| Key audit matters | The key audit matter that we identified in the current year was the valuation of early stage unlisted investments. |
|---|---|
| Materiality | The materiality that we used in the current year was £814,000 (2018: £848,000) which was determined on the basis of 2% of the net asset value of the Company at year end. |
| Scoping | Audit work to respond to the risks of material misstatement was performed directly by the engagement team. |
| Significant changes in our approach |
In the current year, we have deemed that the existence of listed and unlisted investments and the compliance with VCT regulations are no longer key audit matters due to our knowledge of the internal control environment. In addition, due to the high level of un-deployed cash at year-end, we adopted a lower materiality threshold for the audit of unlisted investments. |
We have reviewed the Directors' statement in the Directors' Report about whether they considered it appropriate to adopt the going concern basis of accounting in preparing the Annual Report and Financial Statements and their identification of any material uncertainties to the Company's ability to continue to do so over a period of at least twelve months from the date of approval of the Financial Statements.
We considered as part of our risk assessment the nature of the Company, its business model and related risks including where relevant the impact of Brexit, the requirements of the applicable financial reporting framework and the system of internal control. We evaluated the Directors' assessment of the Company's ability to continue as a going concern, including challenging the underlying data and key assumptions used to make the assessment, and evaluated the Directors' plans for future actions in relation to their going concern assessment.
We are required to state whether we have anything material to add or draw attention to in relation to that statement required by Listing Rule 9.8.6R(3) and report if the statement is materially inconsistent with our knowledge obtained in the audit.
Based solely on reading the Directors' statements and considering whether they were consistent with the knowledge we obtained in the course of the audit, including the knowledge obtained in the evaluation of the Directors' assessment of the Company's ability to continue as a going concern, we are required to state whether we have anything material to add or draw attention to in relation to:
We are also required to report whether the Directors' statement relating to the prospects of the Company required by Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Statements of the current period, and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The existence of listed and unlisted investments and compliance with the VCT regulations were identified as key audit matters in the prior year. We have re-assessed these in the current year and we will no longer report on these as key audit matters.
We confirm that we have nothing material to report, add or draw attention to in respect of these matters.
We confirm that we have nothing material to report, add or draw attention to in respect of these matters.
| Key audit matter | Refer to Note 1(e) of Accounting Policies on pages 71 and 72, Note 8 of the Notes to the Financial Statements on page 76 and the Assessment of Risks section of the Report of the Audit & Risk Committee on pages 57 and 58. |
|---|---|
| The Company holds unlisted investments that are valued in accordance with the revised International Private Equity and Venture Capital Valuation (IPEVCV) Guidelines. These unlisted investments represent £23.2 million or 56.9% (2018: £19.8 million or 46.7%) of the entity's net assets. |
|
| Under the VCT regulations, investments are more likely to be in earlier stage unlisted companies, which lack financial performance history. The valuation of these early stage unlisted companies are therefore exposed to a greater deal of judgement. |
|
| In particular, where a follow-on investment has been made in an early stage unlisted company there is a risk that the price of the recent investment may not be reflective of an independent market value due to the existing relationship between the investee company and the VCT. Furthermore, where the early stage unlisted company has not been revalued in the current year, there is a risk that indicators of a change in fair value, such as investee company performance being ahead or behind milestones, have not been adequately factored in the re-measurement. |
|
| This risk has been identified as a potential fraud risk as incorrect valuations could result in a material misstatement of the net asset value of the Company. |
|
| How the scope | Our testing included: |
| of our audit responded to the key audit matter |
• review of the initial or revised investment planning documents related to the investee company and identification of the key milestones that underpin the company's anticipated growth and development. |
| • enquiring with the individual deal executives to understand current performance of the company against milestones, its challenges and opportunities. |
|
| • scrutiny of management accounts, with a particular emphasis on current cash position and cash flow forecasts for the next 12 months, and assessing whether any additional funding is anticipated. |
|
| • assessment of the assumptions used in the performance of the entity against management accounts and other available market data, including any impact of Brexit. For those early stage investments now valued using a revenue or earnings multiple approach, this included the assumed maintainability of the revenue/earnings. If this performance was not reflected in the valuation of the investee company, this was challenged with the relevant deal executive. |
|
| Key observations | Based on our testing, we conclude that the valuation of the early stage unlisted investments is reasonable. |
NAV Materiality
We define materiality as the magnitude of misstatement in the Financial Statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the Financial Statements as a whole as follows:
| Materiality | £814,000 (2018: £848,000) |
|---|---|
| Basis for determining materiality |
2% (2018: 2%) of net asset value. |
| Rationale for the benchmark applied |
Net assets is the primary measure used by the Shareholders in assessing the performance of the Company, and this is a generally accepted auditing benchmark used for entities in this industry. |
| NAV £40,738,000 | Materiality £814,000 |
Audit & Risk Committee reporting threshold £40,000
We agreed with the Audit & Risk Committee that we would report to the Committee all audit differences in excess of
unlisted investment balance, which results in a specific materiality of £463,000. This is because the NAV of the VCT is significantly inflated due to the cash levels that are held that have not yet been deployed from previous capital raises, meaning a significant amount of cash is held as of the year-end date. However, the cash balance will carry a different risk profile to that of unlisted investments and, therefore, these investments should be tested at a lower materiality level.
Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control, and assessing the risks of material misstatement.
Based on that assessment, we focused our audit scope primarily on the key audit matter described above. The investment management and accounting and reporting operations were undertaken by the Manager, whilst the safeguarding of assets resides with the Manager and the Custodian. We have obtained an understanding of the Manager's systems of internal controls and reviewed the Custodian's service organisation report, and undertaken a combination of procedures, all of which are designed to target the Company's identified risks of material misstatements in the most effective manner possible.
| The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the Financial Statements and our Auditor's Report thereon. |
We have nothing to report in respect of these |
|---|---|
| Our opinion on the Financial Statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
matters. |
| In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. |
|
| If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the Financial Statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. |
|
| In this context, matters that we are specifically required to report to you as uncorrected material misstatements of the other information include where we conclude that: |
|
| • Fair, balanced and understandable – the statement given by the Directors that they consider the Annual Report and Financial Statements taken as a whole is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's position and performance, business model and strategy, is materially inconsistent with our knowledge obtained in the audit; or |
|
| • Audit Committee reporting – the section describing the work of the Audit & Risk Committee does not appropriately address matters communicated by us to the Audit & Risk Committee; or |
|
| • Directors' statement of compliance with the UK Corporate Governance Code – the parts of the Directors' statement required under the Listing Rules relating to the Company's compliance with the UK Corporate Governance Code containing provisions specified for review by the auditor in accordance with Listing Rule 9.8.10R(2) do not properly disclose a departure from a relevant provision of the UK Corporate Governance Code. |
As explained more fully in the Statement of Directors' Responsibilities, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.
Details of the extent to which the audit was considered capable of detecting irregularities, including fraud are set out below. A further description of our responsibilities for the audit of the Financial Statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
We identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
As a result of performing the above, we identified the valuation of early stage unlisted investments as a key audit matter. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
In our opinion the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Strategic Report or the Directors' Report.
| Adequacy of explanations received and accounting records Under the Companies Act 2006 we are required to report to you if, in our opinion: • we have not received all the information and explanations we require for our audit; or • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or • the Financial Statements are not in agreement with the accounting records and returns. |
We have nothing to report in respect of these matters. |
|---|---|
| Directors' remuneration | We have nothing |
| Under the Companies Act 2006 we are also required to report if, in our, opinion certain disclosures | to report in |
| of Directors' remuneration have not been made or the part of the Directors' Remuneration Report | respect of these |
| to be audited is not in agreement with the accounting records and returns. | matters. |
Following the recommendation of the Audit & Risk Committee, we were re-appointed as Auditor in July 2016 by the Board of Directors to audit the Financial Statements for the year ended 30 November 2016 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 13 years, covering the years ending 30 November 2007 to 30 November 2019.
Our audit opinion is consistent with the additional report to the Audit & Risk Committee we are required to provide in accordance with ISAs (UK).
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Chris Hunter CA (Senior Statutory Auditor) For and on behalf of Deloitte LLP Statutory Auditor Edinburgh, United Kingdom
10 March 2020
For the Year Ended 30 November 2019
| Notes | Revenue £'000 |
Year ended 30 November 2019 Capital £'000 |
Total £'000 |
Revenue £'000 |
Year ended 30 November 2018 Capital £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|---|
| Gains on investments | 8 | - | 641 | 641 | - | 521 | 521 |
| Income from investments | 2 | 922 | - | 922 | 984 | - | 984 |
| Other income | 2 | 60 | - | 60 | 35 | - | 35 |
| Investment management fees | 3 | (213) | (854) | (1,067) | (214) | (854) | (1,068) |
| Other expenses | 4 | (300) | - | (300) | (398) | - | (398) |
| Net return on ordinary activities before taxation |
469 | (213) | 256 | 407 | (333) | 74 | |
| Tax on ordinary activities | 5 | (78) | 78 | - | (71) | 71 | - |
| Return attributable to Equity Shareholders | 7 | 391 | (135) | 256 | 336 | (262) | 74 |
| Earnings per share (pence) | 0.57 | (0.20) | 0.37 | 0.54 | (0.42) | 0.12 |
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 one reportable segment, the results of which are set out in the Income Statement and Balance Sheet. The Company derives its income from investments made in shares, securities and bank deposits.
There are no potentially dilutive capital instruments in issue and, therefore, no diluted earnings per share figures are relevant. The basic and diluted earnings per share are, therefore, identical.
For the Year Ended 30 November 2019
| Share capital |
Share premium account |
Capital reserve realised |
Capital reserve unrealised |
Special distributable reserve |
Capital redemption reserve |
Revenue reserve |
Total | ||
|---|---|---|---|---|---|---|---|---|---|
| Year ended 30 November 2019 | Notes | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| At 30 November 2018 | 6,897 | 31,285 | (9,784) | (3,058) | 15,323 | 890 | 856 | 42,409 | |
| Net return | - | - | (1,707) | 1,572 | - | - | 391 | 256 | |
| Cancellation of share premium account | - | (31,379) | - | - | 31,379 | - | - | - | |
| Cancellation of capital redemption reserve | - | - | - | - | 977 | (977) | - | - | |
| Share premium cancellation costs | - | (2) | - | - | - | - | - | (2) | |
| Dividends paid | 6 | - | - | (1,367) | - | - | - | - | (1,367) |
| Repurchase and cancellation of shares | 12 | (122) | - | - | - | (677) | 122 | - | (677) |
| Net proceeds of DIS issue | 23 | 96 | - | - | - | - | - | 119 | |
| At 30 November 2019 | 6,798 | - | (12,858) | (1,486) | 47,002 | 35 | 1,247 | 40,738 |
| Year ended 30 November 2018 | Notes | Share capital £'000 |
Share premium account £'000 |
Capital reserve realised £'000 |
Capital reserve unrealised £'000 |
Special distributable reserve £'000 |
Capital redemption reserve £'000 |
Revenue reserve £'000 |
Total £'000 |
|---|---|---|---|---|---|---|---|---|---|
| At 30 November 2017 | 4,702 | 18,035 | (5,989) | (62) | 15,749 | 819 | 761 | 34,015 | |
| Net return | - | - | 2,734 | (2,996) | - | - | 336 | 74 | |
| Dividends paid | 6 | - | - | (6,529) | - | - | - | (241) | (6,770) |
| Repurchase and cancellation of shares | 12 | (71) | - | - | - | (426) | 71 | - | (426) |
| Net proceeds of share issue | 2,174 | 12,793 | - | - | - | - | - | 14,967 | |
| Net proceeds of DIS issue | 92 | 457 | - | - | - | - | - | 549 | |
| At 30 November 2018 | 6,897 | 31,285 | (9,784) | (3,058) | 15,323 | 890 | 856 | 42,409 |
As at 30 November 2019
| Notes | 30 November 2019 £'000 |
30 November 2018 £'000 |
|
|---|---|---|---|
| Fixed assets | |||
| Investments at fair value through profit or loss | 8 | 26,623 | 21,108 |
| Current assets | |||
| Debtors | 10 | 333 | 358 |
| Cash | 16 | 13,822 | 20,979 |
| 14,155 | 21,337 | ||
| Creditors | |||
| Amounts falling due within one year | 11 | (40) | (36) |
| Net current assets | 14,115 | 21,301 | |
| Net assets | 40,738 | 42,409 | |
| Capital and reserves | |||
| Called up share capital | 12 | 6,798 | 6,897 |
| Share premium account | 13 | - | 31,285 |
| Capital reserve - realised | 13 | (12,858) | (9,784) |
| Capital reserve - unrealised | 13 | (1,486) | (3,058) |
| Special distributable reserve | 13 | 47,002 | 15,323 |
| Capital redemption reserve | 13 | 35 | 890 |
| Revenue reserve | 13 | 1,247 | 856 |
| Net assets attributable to Ordinary Shareholders | 40,738 | 42,409 | |
| Net asset value per Ordinary Share (pence) | 14 | 59.92 | 61.49 |
The Financial Statements of Maven Income and Growth VCT 3 PLC, registered number 04283350, were approved by the Board of Directors and signed on its behalf by:
Atul Devani Director 10 March 2020
For the Year Ended 30 November 2019
| Notes | Year ended 30 November 2019 £'000 |
Year ended 30 November 2018 £'000 |
|
|---|---|---|---|
| Net cash flows from operating activities | 15 | (292) | (335) |
| Cash flows from investing activities | |||
| Purchase of investments | (7,367) | (3,904) | |
| Sale of investments | 2,429 | 7,652 | |
| Net cash flows from investing activities | (4,938) | 3,748 | |
| Cash flows from financing activities | |||
| Equity dividends paid | 6 | (1,367) | (6,770) |
| Issue of Ordinary Shares | 119 | 15,516 | |
| Share premium cancellation costs | (2) | - | |
| Repurchase of Ordinary Shares | (677) | (426) | |
| Net cash flows from financing activities | (1,927) | 8,320 | |
| Net (decrease)/increase in cash | (7,157) | 11,733 | |
| Cash at beginning of year | 20,979 | 9,246 | |
| Cash at end of year | 13,822 | 20,979 |
For the Year Ended 30 November 2019
The Company is a public limited company, incorporated in England and Wales and its registered office is shown on the Corporate Summary.
The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of investments and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland, and in accordance with the Statement of Recommended Practice for Investment Trust Companies and Venture Capital Trusts (the SORP) issued by the AIC in November 2014.
Dividends receivable on equity shares and unit trusts are treated as revenue for the period on an ex-dividend basis. Where no ex-dividend date is available dividends receivable on or before the year end are treated as revenue for the period. Provision is made for any dividends not expected to be received. The fixed returns on debt securities and non-equity shares are recognised on a time apportionment basis so as to reflect the effective interest rate on the debt securities and shares. Provision is made for any income not expected to be received. Interest receivable from cash and short term deposits and interest payable are accrued to the end of the year.
All expenses are accounted for on an accruals basis and charged to the income statement. Expenses are charged through the revenue account except as follows:
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the Financial Statements which are capable of reversal in one or more subsequent periods.
Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
The tax effect of different items of income/gain and expenditure/loss is allocated between capital reserves and revenue account on the same basis as the particular item to which it relates using the Company's effective rate of tax for the period.
UK corporation tax is provided at amounts expected to be paid/recovered using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.
In valuing unlisted investments, the Directors follow the criteria set out below. These procedures comply with the revised International Private Equity and Venture Capital Valuation Guidelines (IPEVCV) for the valuation of private equity and venture capital investments. Investments are recognised at their trade date and are designated by the Directors as fair value through profit and loss. At subsequent reporting dates, investments are valued at fair value, which represents the Directors' view of the amount for which an asset could be exchanged between knowledgeable and willing parties in an arm's length transaction. This does not assume that the underlying business is saleable at the reporting date or that its current shareholders have an intention to sell their holding in the near future.
A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
Fair value is defined as the price that the Company would receive upon selling an investment in a timely transaction to an independent buyer in the principal or the most advantageous market of the investment. A three-tier hierarchy has been established to maximise the use of observable market data and minimise the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable.
Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.
Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on best information available in the circumstances.
The three-tier hierarchy of inputs is summarised in the three broad levels listed below:
When the Company sells or revalues its investments during the year, any gains or losses arising are credited/charged to the Income Statement.
Disclosure is required of judgements and estimates made by the Board and the Manager in applying the accounting policies that have a significant effect on the Financial Statements. The area involving the highest degree of judgement and estimates is the valuation of early-stage unlisted investments recognised in Note 8 and explained in Note 1(e) above.
In the opinion of the Board and the Manager, there are no critical accounting judgements, and there are no reasonable possible alternative assumptions and estimates that will have a significant effect on the valuation of the rest of the unlisted portfolio.
| 2. Income | Year ended 30 November 2019 £'000 |
Year ended 30 November 2018 £'000 |
|---|---|---|
| Income from investments: | ||
| UK franked investment income | 60 | 32 |
| UK unfranked investment income | 862 | 952 |
| 922 | 984 | |
| Other income: | ||
| Deposit interest | 60 | 35 |
| Total income | 982 | 1,019 |
| 3. Investment management fees | Year ended 30 November 2019 | Year ended 30 November 2018 | ||||
|---|---|---|---|---|---|---|
| Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Investment management fees | 210 | 841 | 1,051 | 204 | 813 | 1,017 |
| Performance management fees | 3 | 13 | 16 | 10 | 41 | 51 |
| 213 | 854 | 1,067 | 214 | 854 | 1,068 |
Details of the fee basis are contained in the Directors' Report on page 42.
| 4. Other expenses | Year ended 30 November 2019 Revenue Capital Total £'000 £'000 £'000 |
Revenue £'000 |
Year ended 30 November 2018 Capital £'000 |
Total £'000 |
||
|---|---|---|---|---|---|---|
| Secretarial fees | 97 | - | 97 | 94 | - | 94 |
| Directors' remuneration | 74 | - | 74 | 70 | - | 70 |
| Fees to Auditor - audit of financial statements | 24 | - | 24 | 19 | - | 19 |
| Fees to Auditor - tax compliance services | 5 | - | 5 | 5 | - | 5 |
| Bad debts written off | - | - | - | 93 | - | 93 |
| Miscellaneous expenses | 100 | - | 100 | 117 | - | 117 |
| 300 | - | 300 | 398 | - | 398 |
| 5. Tax on ordinary activities | Year ended 30 November 2019 | Year ended 30 November 2018 | |||||
|---|---|---|---|---|---|---|---|
| Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
||
| Corporation tax | (78) | 78 | - | (71) | 71 | - |
The tax assessed for the period is at the rate of 19% (2018: 19%).
| Year ended 30 November 2019 Revenue Capital Total £'000 £'000 £'000 |
Revenue £'000 |
Year ended 30 November 2018 Capital Total £'000 £'000 |
|||||
|---|---|---|---|---|---|---|---|
| Net return on ordinary activities before taxation | 469 | (213) | 256 | 407 | (333) | 74 | |
| Net return on ordinary activities before taxation multiplied by standard rate of corporation tax |
89 | (40) | 49 | 77 | (63) | 14 | |
| Non taxable UK dividend income Increase in excess management expenses |
(11) - |
- 84 |
(11) 84 |
(6) - |
- 91 |
(6) 91 |
|
| Gains on investments | - | (122) | (122) | - | (99) | (99) | |
| 78 | (78) | - | 71 | (71) | - |
Losses with a tax value of £190,126 (2018: £114,334) are available to carry forward against future trading profits.
| 6. Dividends | Year ended 30 November 2019 £'000 |
Year ended 30 November 2018 £'000 |
|---|---|---|
| Amounts recognised as distributions to Shareholders in the year: |
||
| Revenue dividends | ||
| First interim revenue dividend for the year ended 30 November 2019 of Nil (2018: Nil) |
- | - |
| Second interim revenue dividend for the year ended 30 November 2019 of Nil (2018: 0.35p) |
- | 241 |
| - | 241 | |
| Capital dividends First interim capital dividend for the year ended 30 November 2019 of 2.00p paid on 30 August 2019 (2018: 5.70p) |
1,367 | 3,155 |
| Second interim capital dividend for the year ended 30 November 2019 of Nil (2018: 4.90p) |
- | 3,374 |
| 1,367 | 6,529 | |
| We set out below the final dividends proposed in respect of the financial year, which reflect the requirements of Section 274 of the Income Tax Act 2007 |
||
| Revenue available for distribution by way of dividends for the year |
391 | 336 |
| Revenue dividends Final revenue dividend proposed for the year ended 30 November 2019 of 0.50p (2018: Nil) |
340 340 |
- - |
| Capital dividends Final capital dividend proposed for the year ended 30 November 2019 of 1.50p (2018: Nil) |
1,020 | - |
| 1,020 | - |
| 7. Return per Ordinary Share | Year ended 30 November 2019 | Year ended 30 November 2018 |
|---|---|---|
| The returns per share have been based on the following figures: |
||
| Weighted average number of Ordinary Shares | 68,673,884 | 62,607,303 |
| Revenue return | £391,000 | £336,000 |
| Capital return | (£135,000) | (£262,000) |
| Total return | £256,000 | £74,000 |
| 8. Investments | Year ended 30 November 2019 | ||||
|---|---|---|---|---|---|
| Listed (quoted prices) £'000 |
AIM/NEX (quoted prices) £'000 |
Unlisted (unobservable inputs) £'000 |
Total £'000 |
||
| Valuation at 30 November 2018 | 981 | 324 | 19,803 | 21,108 | |
| Unrealised (gain)/loss | (12) | 715 | 2,355 | 3,058 | |
| Cost at 30 November 2018 | 969 | 1,039 | 22,158 | 24,166 | |
| Movements during the year: | |||||
| Transfers during the year | - | (50) | 50 | - | |
| Purchases | 1,302 | 775 | 5,290 | 7,367 | |
| Sales proceeds | (23) | (167) | (2,303) | (2,493) | |
| Realised gain/(loss) | 23 | 34 | (988) | (931) | |
| Cost at 30 November 2019 | 2,271 | 1,631 | 24,207 | 28,109 | |
| Unrealised gain/(loss) | 270 | (726) | (1,030) | (1,486) | |
| Valuation at 30 November 2019 | 2,541 | 905 | 23,177 | 26,623 |
Note 1(f) defines the three tier hierarchy of investments, and the significance of the information used to determine their fair value, which is required by Financial Reporting Standard 102 Section 11 "Basic Financial Instruments". Listed and AIM/ NEX securities are categorised as Level 1 and unlisted investments as Level 3.
FRS 102 requires disclosure, by class of financial instrument, if the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement. The information used in determination of the fair value of Level 3 to the specific underlying investments is chosen with reference to the circumstances and position of each investee company.
Milamber Ventures, which was an AIM quoted stock, was transferred to the unlisted portfolio during the year.
| 30 November 2019 £'000 |
30 November 2018 £'000 |
|
|---|---|---|
| Realised (loss)/gain on historical basis | (931) | 3,517 |
| Net increase/(decrease) in value of investments |
1,572 | (2,996) |
| Gains on investments | 641 | 521 |
The principal activity of the Company is to select and hold a portfolio of investments in unlisted securities. Although the Company will, in some cases, be represented on the board of the investee company, it will not take a controlling interest or become involved in the management. The size and structure of the companies with unlisted securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement.
At 30 November 2019, the Company held no shares amounting to 20% or more of the equity capital of any of the unlisted or quoted undertakings. The Company does hold shares or units amounting to more than 3% or more of the nominal value of the allotted shares or units of any class in certain investee companies.
Details of equity percentages held are shown in the Investment Portfolio Summary on pages 37 to 39.
| 10. Debtors | 30 November 2019 £'000 |
30 November 2018 £'000 |
|---|---|---|
| Current taxation | 8 | 4 |
| Other debtors | 64 | - |
| Prepayments and accrued income | 261 | 354 |
| 333 | 358 |
| 11. Creditors | 30 November 2019 £'000 |
30 November 2018 £'000 |
|---|---|---|
| Accruals | 40 | 36 |
| 40 | 36 |
| 12. Share capital | 30 November 2019 | 30 November 2018 | ||
|---|---|---|---|---|
| Number | £'000 | Number | £'000 | |
| At 30 November the authorised share capital comprised: allotted, issued and fully paid Ordinary Shares of 10p each: |
||||
| Balance brought forward | 68,973,462 | 6,897 | 47,016,945 | 4,702 |
| Ordinary Shares repurchased during the year | (1,220,000) | (122) | (710,000) | (71) |
| Ordinary Shares issued during year | 230,138 | 23 | 22,666,517 | 2,266 |
| 67,983,600 | 6,798 | 68,973,462 | 6,897 |
During the year 1,220,000 Ordinary Shares (2018: 710,000) of 10p each were repurchased by the Company at a total cost of £677,225 (2018: £425,430) and cancelled.
During the year the Company issued no new Ordinary Shares (2018: 21,738,720) pursuant to an Offer for Subscription. In the prior year Subscription Prices ranged from 67.26p to 73.83p per share.
Also during the year, the Company issued 230,138 new Ordinary Shares (2018: 927,797) under a DIS election at price of 59.97p per share (2018: 66.65p and 61.34p).
Subsequent to the year end, the Company issued 11,065,572 new Ordinary Shares under an Offer for Subscription at subscription prices varying from 59.92p to 62.59p per share and bought back a total of 264,572 Ordinary Shares for cancellation.
The share premium account represents the premium above nominal value received by the Company on issuing shares net of issue costs. This reserve is non-distributable.
Gains or losses on investments realised in the year that have been recognised in the Income Statement are transferred to the capital reserve realised account on disposal. Furthermore, any prior unrealised gains or losses on such investments are transferred from the capital reserve unrealised account to the capital reserve realised account on disposal.
Increases and decreases in the fair value of investments are recognised in the Income Statement and are then transferred to the capital reserve unrealised account. The capital reserve realised account also represents capital dividends, capital investment management fees and the tax effect of capital items. This reserve is distributable.
The total cost to the Company of the repurchase and cancellation of shares is represented in the special distributable reserve account. This reserve is distributable.
The nominal value of shares repurchased and cancelled is represented in the capital redemption reserve. This reserve is non-distributable.
The revenue reserve represents accumulated profits retained by the Company that have not been distributed to Shareholders as a dividend. This reserve is distributable.
The net asset value per Ordinary Share and the net asset value attributable to the Ordinary Shareholders at the year end, calculated in accordance with the Articles, were as follows:
| 30 November 2019 | 30 November 2018 | |||
|---|---|---|---|---|
| Net asset Net asset |
Net asset | Net asset | ||
| value per | value | value per | value | |
| share | attributable | share | attributable | |
| p | £'000 | p | £'000 | |
| Ordinary Shares | 59.92 | 40,738 | 61.49 | 42,409 |
The number of shares used in the above calculation is set out in Note 12.
| 15. Reconciliation of net return to cash utilised by operations |
Year ended 30 November 2019 £'000 |
Year ended 30 November 2018 £'000 |
|---|---|---|
| Net return | 256 | 74 |
| Adjustment for: | ||
| Gains on investments | (641) | (521) |
| Operating cash flow before movement in working capital | (385) | (447) |
| Decrease/(increase) in prepayments | 2 | (1) |
| Increase in accruals | 4 | 1 |
| Decrease in debtors | 87 | 112 |
| Cash utilised by operations | (292) | (335) |
The Company's financial instruments comprise equity and fixed interest investments, cash balances, debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income. The Company holds financial assets in accordance with its investment policy of investing mainly in a portfolio of VCT qualifying unlisted and AIM/NEX quoted securities. The Company may not enter into derivative transactions in the form of forward foreign currency contracts, futures and options without the written permission of the Directors. No derivative transactions were entered into during the period.
The main risks the Company faces from its financial instruments are: (i) market price risk, being the risk that the value of investment holdings will fluctuate as a result of changes in market prices caused by factors other than interest rates; (ii) interest rate risk; (iii) liquidity risk; (iv) credit risk; and (v) price risk sensitivity. In line with the Company's investment objective, the portfolio comprises mainly sterling currency securities and therefore foreign currency risk is minimal.
The Manager's policies for managing these risks are summarised below and have been applied throughout the period. The numerical disclosures below exclude short-term debtors and creditors which are included in the Balance Sheet at fair value.
The Company's investment portfolio is exposed to market price fluctuations, which are monitored by the Manager in pursuance of the investment objective set out on page 13. Adherence to investment guidelines and to investment and borrowing powers set out in the Management and Administration Deed mitigates the risk of excessive exposure to any particular type of security or issuer. These powers and guidelines include the requirement to invest in a number of companies across a range of industrial and service sectors at varying stages of development, to closely monitor the progress of the investee companies and to appoint a non-executive director to the board of each company. Further information on the investment portfolio (including sector analysis, concentration and deal type analysis) is set out in the Analysis of Unlisted and Quoted Portfolio, the Investment Manager's Review, the Summary of Investment Changes, the Investment Portfolio Summary and the Largest Investments by Valuation.
Some of the Company's financial assets are interest bearing, some of which are at fixed rates and some at variable. As a result, the Company is subject to exposure to fair value interest rate risk due to fluctuations in the prevailing levels of market interest rates.
The interest rate risk profile of financial assets at the balance sheet date was as follows:
| At 30 November 2019 | Fixed interest £'000 |
Floating rate £'000 |
Non interest bearing £'000 |
|---|---|---|---|
| Sterling | |||
| Unlisted and AIM/NEX | 8,887 | - | 15,195 |
| Investment trusts | - | - | 2,541 |
| Cash | - | 7,650 | 6,172 |
| 8,887 | 7,650 | 23,908 |
| At 30 November 2018 | Fixed interest £'000 |
Floating rate £'000 |
Non interest bearing £'000 |
|---|---|---|---|
| Sterling | |||
| Unlisted and AIM/NEX | 9,910 | - | 10,240 |
| Investment trusts | - | - | 958 |
| Cash | - | 13,278 | 7,701 |
| 9,910 | 13,278 | 18,899 |
The unlisted fixed interest assets have a weighted average life of 1.68 years (2018: 1.77 years) and a weighted average interest rate of 10.10% (2018: 10.13%). The floating rate assets consist of cash. These assets are earning interest at prevailing money market rates. The non-interest bearing assets represent the equity element of the portfolio. All assets and liabilities of the Company are included in the Balance Sheet at fair value.
The floating rate investments only comprise cash held on interest bearing deposit accounts. The benchmark rate that determines the rate of interest receivable on cash is the bank base rate, which was 0.75% at 30 November 2019 (2018: 0.75%). A 0.25% increase or decrease in the base rate would mean an increase or decrease of interest received in the year of £19,125 (2018: £33,195). The impact of a change of 0.25% has been selected as this is considered reasonable given the current level of the Bank of England base rates and market expectations for future movement.
The maturity profile of the Company's financial assets at the balance sheet date was as follows:
| At 30 November 2019 | Within 1 year £'000 |
Within 1-2 years £'000 |
Within 2-3 years £'000 |
Within 3-4 years £'000 |
Within 4-5 years £'000 |
Total £'000 |
|---|---|---|---|---|---|---|
| Unlisted | 4,362 | 3,237 | 1,011 | 109 | 168 | 8,887 |
| 4,362 | 3,237 | 1,011 | 109 | 168 | 8,887 |
| At 30 November 2018 | Within 1 year £'000 |
Within 1-2 years £'000 |
Within 2-3 years £'000 |
Within 3-4 years £'000 |
Within 4-5 years £'000 |
Total £'000 |
|---|---|---|---|---|---|---|
| Unlisted | 4,936 | 3,523 | 207 | 1,153 | 91 | 9,910 |
| 4,936 | 3,523 | 207 | 1,153 | 91 | 9,910 |
Due to their nature, unlisted investments may not be readily realisable and therefore a portfolio of listed assets and cash is held to offset this liquidity risk. Note 8 details the three-tier hierarchy of inputs used as at 30 November 2019 in valuing the Company's investments carried at fair value.
The Company, generally, does not hold significant cash balances and any cash held is with reputable banks with high quality external credit ratings.
This is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company.
The Company's financial assets exposed to credit risk amounted to the following :
| 30 November 2019 £'000 |
30 November 2018 £'000 |
|
|---|---|---|
| Investments in unlisted debt securities | 8,887 | 9,910 |
| Investment trusts | 2,541 | 958 |
| Cash | 13,822 | 20,979 |
| 25,250 | 31,847 |
All assets that are traded on a recognised exchange are held by JPMorganChase Bank (JPM), the Company's custodian. Cash balances are held by JPM, Clydesdale Bank, RBSI and Barclays Bank. Should the credit quality or the financial position of any of these institutions deteriorate significantly the Manager will move these assets to another financial institution.
The Manager evaluates credit risk on unlisted debt securities and financial commitments and guarantees prior to investment, and as part of the ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. Typically, unlisted debt securities have a fixed charge over the assets of the investee company in order to mitigate the gross credit risk. The Manager receives management accounts from investee companies, and members of the investment management team sit on the boards of investee companies; this enables the close identification, monitoring and management of investment specific credit risk.
There were no significant concentrations of credit risk to counterparties at 30 November 2019 or 30 November 2018.
The following details the Company's sensitivity to a 10% increase and decrease in the market prices of AIM/NEX quoted securities, with 10% being the Manager's assessment of a reasonable possible change in market prices.
At 30 November 2019, if market prices of listed AIM/NEX quoted securities had been 10% higher or lower with all other variables held constant, the increase or decrease in net assets attributable to Shareholders for the year would have been £90,000 (2018: £35,000), due to the change in valuation of financial assets at fair value through profit or loss.
At 30 November 2019, if prices of unlisted securities had been 10% higher or lower with all other variables held constant, the increase or decrease in net assets attributable to Shareholders for the year would have been £2,318,000 (2018: £1,980,000), due to the change in valuation of financial assets at fair value through profit or loss.
At 30 November 2019, 56.9% (2018: 46.7%) comprised investments in unlisted securities held at fair value. The valuation of unlisted securities reflects a number of factors, including the performance of the investee company itself and the wider market, and any uncertainty surrounding Brexit.
Notice is hereby given that the Annual General Meeting of Maven Income and Growth VCT 3 PLC (the Company: Registered in England and Wales with registered number 04283350) will be held at the offices of Maven Capital Partners UK LLP, Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF at 12.00 noon on Wednesday, 8 April 2020 for the purposes of considering and, if thought fit, passing the following Resolutions:
By order of the Board Maven Capital Partners UK LLP Secretary Fifth Floor 1-2 Royal Exchange Buildings London EC3V 3LF
10 March 2020
1) To be entitled to attend and vote at the Meeting (and for the purposes of the determination by the Company of the votes that may be cast in accordance with Regulation 41 of the Uncertified Securities Regulations 2001), only those members registered in the Company's register of members at close of business on 6 April 2020 (or, if the Meeting is adjourned, close of business on the date which is two business days before the adjourned Meeting) shall be entitled to attend and vote at the Meeting. Changes to the register of members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
2) Information regarding the Meeting, including the information required by Section 311A of the Act, is available from www.mavencp.com/migvct3.
3) If you wish to attend the Meeting in person, please bring some form of identification.
9) A proxy form is enclosed with this document. The notes to the proxy form explain how to direct your proxy to vote or withhold their vote on each Resolution. To appoint a proxy using the proxy form, the form must be completed, signed and sent or delivered to the Company's Registrars, Link Market Services, at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to be received by Link Market Services no later than 12.00 noon on 6 April 2020 or by close of business on a date two business days prior to that appointed for any adjourned Meeting or, in the case of a poll taken subsequent to the date of the Meeting or adjourned Meeting, so as to be received no later than 24 hours before the time appointed for taking the poll. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. For the purposes of determining the time for delivery of proxies, no account has been taken of any part of a day that is not a working day.
10) You may submit your proxy electronically using the Share Portal service at www.signalshares.com. Shareholders can use this service to vote or appoint a proxy on-line. The same voting deadline of 48 hours (excluding non-working days) before the time of the meeting applies as if you were using your personalised form of proxy to vote or appoint a proxy by post to vote for you. Shareholders will need to use the unique personal identification Investor Code printed on your share certificate. Shareholders should not show this information to anyone unless they wish to give proxy instructions on their behalf.
11) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available from https://www.euroclear.com/site/ public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID: RA10) by 12.00 noon on 6 April 2020.
For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.
In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
12) In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding, the first-named being the most senior.
13) To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off times for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard- copy proxy form, please contact Link Market Services at the address shown in note 9. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
14) In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Link Market Services, at the address shown in note 9. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed, or a duly certified copy of such power or authority, must be included with the revocation notice.
The revocation notice must be received by Link Market Services no later than 48 hours before the Meeting. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
15) A corporation that is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
16) As at 6 March 2020, the Company's issued share capital comprised 78,784,600 Ordinary Shares of 10p each. Each Ordinary Share carries the right to one vote at a General Meeting of the Company and, therefore, the total number of voting rights in the Company on 6 March 2020 is 78,784,600. The website referred to in note 2 will include information on the number of shares and voting rights.
Where the Company is required to publish such a statement on its website:
19) In order to be able to exercise the members' right to require the Company to publish audit concerns (see note 18), the relevant request must be made by a member or members having a right to vote at the Meeting and holding at least 5% of total voting rights of the Company, or at least 100 members having a right to vote at the Meeting and holding, on average, at least £100 of paid up share capital. For information on voting rights, including the total number of voting rights, see note 16 above and the website referred to in note 2.
22) Copies of the letters of appointment of the Directors of the Company and a copy of the Articles of the Company will be available for inspection at the registered office of the Company and at Kintyre House, 205 West George Street, Glasgow G2 2LW from the date of this notice until the end of the Meeting.
An explanation of the Resolutions to be proposed at the AGM is set out below. Resolutions 1 to 11 will be proposed as Ordinary Resolutions requiring the approval of more than 50% of the votes cast and Resolutions 12 to 14 will be proposed as Special Resolutions, requiring the approval of 75% or more of the votes cast.
The Directors seek approval to receive the Directors' Report and audited Financial Statements for the year ended 30 November 2019, which are included within the Annual Report.
The Board seeks approval to receive the Directors' Remuneration Report for the year ended 30 November 2019, which is also included within the Annual Report.
The Board seeks approval to receive the Directors' Remuneration Policy for the three years ending 30 November 2022.
The Company's Shareholders will be asked to approve the payment of a final dividend of 2.00p per Ordinary Share for the year ended 30 November 2019, to be paid on 17 April 2020 to Shareholders on the register at the close of business on 20 March 2020.
Atul Devani will retire at the AGM and is proposed for re-election by the Company's Shareholders.
David Allan will retire at the AGM and is proposed for re-election by the Company's Shareholders.
Bill Nixon will retire at the AGM and is proposed for re-election by the Company's Shareholders.
Keith Pickering will retire at the AGM and is proposed for re-election by the Company's Shareholders.
The Company must appoint an auditor at each general meeting at which accounts are presented to Shareholders to hold office until the conclusion of the next such meeting. Resolution 9 seeks Shareholder approval to reappoint Deloitte LLP as the Company's Auditor. In accordance with normal practice,
Resolution 10 seeks authority for the Directors to determine the Auditor's remuneration.
Resolution 11, if passed, will authorise the Directors to allot shares or rights to subscribe for them up to an aggregate nominal value of £787,846. This amounts to 7,878,460 Ordinary Shares, representing approximately 10% of the issued share capital of the Company in issue as at 6 March 2020 (this being the latest practicable date prior to the publication of this Annual Report). The Directors authority will expire at the conclusion of the next AGM of the Company or on the expiry of 15 months from the passing of the Resolution, whichever is the first to occur.
Resolution 12, if passed, would allow the Board to allot new shares, up to 10% of the current share capital, without implementing pre-emption rights. The authority conferred by Resolution 12 will expire at the conclusion of the next AGM of the Company or on the expiry of 15 months from the passing of the Resolution, whichever is the first to occur.
The Board may use the authorities conferred until Resolutions 11 and 12 to allot further Ordinary Shares or rights to subscribe for them.
Under Resolution 13 the Company's Shareholders are being asked to renew the Directors' authority to make market purchases of up to 7,878,460 Ordinary Shares of the Company (representing approximately 10% of the issued share capital as at 6 March 2020, this being the latest practicable date prior to the publication of this Annual Report). The Resolution sets out the minimum and maximum prices that can be paid, exclusive of expenses. Any Ordinary Shares in the Company purchased pursuant to the authority sought under Resolution 13 may be either cancelled, and not be available for reissue, or held in treasury. Once held in treasury, such shares may be sold for cash or cancelled. At the date of this notice the Company does not hold any Ordinary Shares in the capital of the Company in treasury. The authority conferred by Resolution 13 will expire at the conclusion of the next AGM or on the passing of 15 months from the passing of the Resolution, whichever is the first to occur. The Board may use this authority to allow the Company to continue to operate its share buy-back policy.
Resolution 14, which would be effective until the Company's next AGM, seeks approval to allow the Company to call general meetings, other than annual general meetings, on 14 days' clear notice. Such authority will only be exercised under exceptional circumstances. The Company will also need to meet the requirements for electronic voting before it can call a general meeting on 14 days' notice.
| Alternative Performance Measures (APMs) |
Measures of performance that are in addition to the statutory measures reported in the Financial Statements. The APMs used by the Company are marked * in this Glossary. The table in the Financial Highlights section on page 5 shows the movement in net asset value and NAV total return per Ordinary Share over the past three financial years, and shows the dividends declared in respect of each of the past three financial years and on a cumulative basis since inception. |
|---|---|
| Annual yield* | The total dividends paid for the financial year expressed as a percentage of the share price at the year end date. |
| Discount /premium to NAV* | A discount is the percentage by which the mid-market price of an Ordinary Share is lower than the net asset value per Ordinary Share. A premium is the percentage by which the mid-market price exceeds the net asset value per Ordinary Share. |
| Distributable reserves | Comprises capital reserve (realised), revenue reserve and special distributable reserve. |
| Dividend per Ordinary Share | The total of all dividends per Ordinary Share paid by the Company in respect of the year. |
| Earnings per Ordinary Share (EPS) |
The net income after tax of the Company divided by the weighted average number of shares in issue during the year. In a venture capital trust this is made up of revenue EPS and capital EPS. |
| Ex-dividend date (XD date) | The date set by the London Stock Exchange, normally being the business day preceeding the record date. |
| Index or indices | A market index calculates the average performance of its constituents, normally on a weighted basis. It provides a means of assessing the overall state of the economy and provides a comparison against which the performance of individual investments can be assessed. |
| Investment income | Income from investments as reported in the Income Statement. |
| NAV per Ordinary Share | Net assets divided by the number of Ordinary Shares in issue. |
| NAV total return per Ordinary Share* |
Net assets divided by the number of Ordinary Shares in issue, plus cumulative dividends paid per Ordinary Share to date. |
| Net assets attributable to Ordinary Shareholders or Shareholders' funds (NAV) |
Total assets less current and long-term liabilities. |
| Operational expenses | The total of investment management fees and other expenses as reported in the Income Statement. |
| Realised gains/losses | The profit/loss on the sale of investments during the year. |
| Record date | The date on which an investor needs to be holding a share in order to qualify for a forthcoming dividend. |
| Revenue reserves | The total of undistributed revenue earnings from prior years. This is available for distribution to Shareholders by way of dividend payments. |
| Total return | The theoretical return, including reinvesting each dividend in additional shares in the Company at the closing mid-market price on the day that the shares go ex-dividend. The NAV total return involves investing the same net dividend at the NAV of the Company on the ex- dividend date. |
| Unrealised gains/losses | The profit/loss on the revaluation of the investment portfolio at the end of the year. |
| Directors | Atul Devani (Chairman) David Allan Bill Nixon Keith Pickering |
|---|---|
| Manager and Secretary and Principal Place of Business |
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: 04283350 Legal Entity Identifier: 213800WT2ILF5PBCB432 TIDM: MIG3 ISIN: GBOO31153769 |
| Website | www.mavencp.com/migvct3 |
| Registrars | Link Market Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU |
| Website: www.linkmarketservices.com | |
| Shareholder Portal: www.signalshares.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 rates used for 01 and 02 UK geographic numbers and will vary by provider. Calls from outside the United Kingdom should be made to +44 371 664 0300 and will be charged at the applicable international rate.) |
|
| Auditor | Deloitte LLP |
| Bankers | JPMorgan Chase Bank |
| Stockbrokers | Shore Capital Stockbrokers Limited Telephone: 020 7647 8132 |
| VCT Adviser | Philip Hare & Associates 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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