Interim / Quarterly Report • May 31, 2014
Interim / Quarterly Report
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Interim Report For the Six Months Ended 31 May 2014
Maven Income and Growth VCT 3 PLC (formerly known as Aberdeen Growth Opportunities VCT PLC) is a venture capital trust (VCT) and the shares are listed on the Premium segment of the Official List and traded on the main market of the London Stock Exchange. The Company was incorporated on 7 September 2001. Following the conversion of the C Ordinary shares on 28 February 2009, the Company has one class of share.
The Company aims to achieve long term capital appreciation and generate maintainable levels of income for Shareholders.
The Articles of Association require the Directors to put a proposal for the continuation of the Company, in its then form, to Shareholders at the Annual General Meeting to be held in 2020, and thereafter, at five yearly intervals. For such a resolution not to be passed, Shareholders holding at least 25% of the Shares then in issue must vote against the resolution.
The Company currently conducts its affairs so that the shares issued by it can be recommended by independent financial advisers to ordinary retail investors in accordance with the rules of the Financial Conduct Authority (FCA) in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future. The Company's shares are excluded from the FCA's restrictions which apply to non-mainstream investment products because they are shares in a venture capital trust and the returns to investors are predominantly based on investments in private companies or publicly quoted securities.
Shares in the Company can be purchased and sold in the market through a stockbroker. For qualifying investors buying shares on the open market:
• tax regulations and rates of tax may be subject to change;
• VCTs tend to be invested in smaller, unlisted companies with a higher risk profile; and
The broker to the Company is Shore Capital Stockbrokers Limited (020 7647 8132).
Shareholders in a number of UK registered companies have received unsolicited calls from organisations, usually based overseas or using false UK addresses or phone lines routed abroad, offering to buy shares at prices much higher than their current market values or to sell non-tradable, overpriced, high risk or even nonexistent securities. Whilst the callers may sound credible and professional, Shareholders should be aware that their intentions are often fraudulent and high pressure sales techniques may be applied, often involving a request for an indemnity or a payment to be provided in advance.
If you receive such a call, you should exercise caution and, based on advice from the FCA, the following precautions are suggested:
Website: www.actionfraud.police.uk
FCA
Telephone: 0800 111 6768 (freephone)
E-mail: [email protected]
Website: www.fca.org.uk
Register:
www.fca.org.uk/firms/systems-reporting/register Scam warning: www.fca.org.uk/consumers/scams
19 Income Statement
5 Financial Highlights
8 Interim Review
7 Summary of Investment Changes
16 Analysis of Unlisted and Quoted Portfolio
14 Investment Portfolio Summary
22 Notes to the Financial Statements
24 Directors' Responsibility Statement
| 31 May 2014 |
30 November 2013 |
31 May 2013 |
30 November 2012 |
31 May 2012 |
|
|---|---|---|---|---|---|
| Net asset value (NAV ) |
£30,948,000 | £26,838,000 | £26,959,000 | £25,745,000 | £25,980,000 |
| NAV per Ordinary Share |
84.20p | 83.00p | 82.60p | 82.70p | 82.60p |
| Dividends paid to date | 39.70p | 36.45p | 34.45p | 31.45p | 29.45p |
| NAV total return per share (without initial tax relief)A |
123.90p | 119.45p | 117.05p | 114.15p | 112.05p |
| Share priceB | 73.00p | 77.50p | 77.00p | 75.62p | 73.00p |
| Discount to NAV | 13.3% | 6.6% | 6.8% | 8.6% | 11.6% |
| Ordinary Shares in issue | 36,735,590 | 32,336,464 | 32,626,464 | 31,128,892 | 31,471,587 |
A Sum of NAV per share and dividends paid to date
B Mid-market price; source: Bloomberg
The bar chart shows NAV total return per share (NAV plus dividends paid) as at 30 November in each year except for 2014 which is as at 31 May 2014.
Dividends that have been proposed but not yet paid are not deducted from the NAV at the balance sheet date. The bar chart shows net asset value total return (net asset value plus dividends paid) at 30 November for each year since shares were issued except for 2014 which is as at 31 May 2014. Dividends that have been declared but not yet paid are not deducted
| Year ended November | Payment date | Interim/final | Rate (p) |
|---|---|---|---|
| 2003-2008 | 16.95 | ||
| 2009 | 25 August 2009 | Interim | 1.50 |
| 26 May 2010 | Final | 2.50 | |
| 2010 | 24 August 2010 | Interim | 1.50 |
| 25 May 2011 | Final | 2.50 | |
| 2011 | 25 August 2011 | Interim | 1.75 |
| 30 May 2012 | Final | 2.75 | |
| 2012 | 31 August 2012 | Interim | 2.00 |
| 30 May 2013 | Final | 3.00 | |
| 2013 | 30 August 2013 | Interim | 2.00 |
| 30 May 2014 | Final | 3.25 | |
| Total dividends paid | 39.70 | ||
| 2014 | 29 August 2014 | Proposed interim | 2.00 |
| Total dividends paid or declared |
41.70 |
On 28 February 2009, the C Ordinary Shares converted into Ordinary Shares at a ratio of 1.185 for one. By that time, the holders of C Ordinary Shares had received dividends totaling 4.2p per share, which is equivalent to 3.5p per Ordinary Share post-conversion.
For the Six Months Ended 31 May 2014
| 30 November 2013 | Valuation | Net investment/ (disinvestment) |
Appreciation/ (depreciation) |
Valuation 31 May 2014 |
||
|---|---|---|---|---|---|---|
| £'000 | % | £'000 | £'000 | £'000 | % | |
| Unlisted investments | ||||||
| Equities | 8,980 | 33.4 | 522 | 1,639 | 11,141 | 36.0 |
| Preference shares | 7 | - | - | - | 7 | - |
| Loan stock | 15,263 | 56.9 | 1,026 | (137) | 16,152 | 52.2 |
| 24,250 | 90.3 | 1,548 | 1,502 | 27,300 | 88.2 | |
| AIM/ISDX investments | ||||||
| Equities | 568 | 2.1 | (235) | 76 | 409 | 1.3 |
| Listed investments | ||||||
| Equities | 46 | 0.2 | - | 2 | 48 | 0.2 |
| Fixed income | - | - | 1,000 | - | 1,000 | 3.2 |
| Total investments | 24,864 | 92.6 | 2,313 | 1,580 | 28,757 | 92.9 |
| Other net assets | 1,974 | 7.4 | 217 | - | 2,191 | 7.1 |
| Total assets | 26,838 | 100.0 | 2,530 | 1,580 | 30,948 | 100.0 |
The continuing objective for your Company is to achieve long term capital appreciation and generate maintainable levels of income for Shareholders, by investing in a diversified portfolio of laterstage private businesses and AIM/ISDX quoted companies with established revenue streams and strong growth potential. During the six month period to 31 May 2014, a combination of valuation uplifts, investment returns and realisation proceeds has resulted in a further increase in NAV total return, to 123.90p per share.
During the reporting period the Maven team has continued to source suitable investment opportunities in profitable UK businesses, and the asset base now includes 46 private companies, the majority of which are trading in line with or ahead of plan, and paying a regular yield. This revenue is an important component in your Company's ability to sustain an attractive level of tax-free distributions to Shareholders, and consequently your Board is pleased to declare a dividend of 2.00p per share at the half-year.
Several significant new private companies were added to the portfolio during the six month period. In December 2013, Maven led the management buy-out of R&M Engineering, an oil & gas services business, and in the same month a development capital funding package was provided to specialist tyre manufacturer D Mack. In February 2014, Maven supported the management buy-out of SPS from 4imprint Group and drawdowns commenced on the committed first ranking secured mezzanine loan to Maven Capital (Llandudno).
In March 2014, Maven led an investment in London headquartered ISN Solutions Group, an IT support and services business, and in the following month, supported the buy-in/ management buy-out of RMEC Group.
The Board has declared an interim dividend of 2.00p per Ordinary Share, comprising 1.00p of revenue and 1.00p of capital, to be paid on 29 August 2014 to Shareholders on the Register at 8 August 2014. After receipt of the interim dividend, Shareholders who invested in the Company at the outset will have received 41.70p per share in taxfree dividends.
The private equity portfolio has generally performed well, and strong trading results have led to valuation uplifts for a number of companies operating in a range of sectors. Torridon (Gibraltar) has grown to become one of Europe's leading insurers since Maven led a public-to-private transaction in early 2010. Trading through its subsidiary, Elite Insurance, and specialising in legal expenses, professional indemnity and general insurance, the business has demonstrated impressive growth and continues to diversify in the wake of the Jackson Review, which was implemented in April 2013 and impacted on civil litigation costs in England and Wales. The team has successfully expanded the product range, pursuing new lines of general cover such as pet and motor insurance, and expanding into new markets including Germany, France, Italy and Spain.
The financial performance of cash management specialist Cash Bases improved significantly in 2013 on the back of a multi-million pound contract from Tesco PLC for the Company's innovative SMARTtill product. This system provides automated cash management technology and real-time transaction monitoring. Profitability is expected to grow through 2014 as additional orders are placed and new customers are won from a strong pipeline.
NAV total return of 123.90p per share at 31 May 2014, up 4.45p (3.7%) from 30 November 2013
NAV at period end of 84.20p per share after payment of the final dividend of 3.25p
Five new investments added to the portfolio
Interim dividend declared of 2.00p per share (2013: 2.00p) Maven Co-invest Exodus, which is invested in Six Degrees Group, was established in 2011 to implement a buy & build strategy for the group, which has now completed 13 acquisitions in the telecommunications and IT sectors. The company is now a broad based telecommunications service sector business centred on the converging of mobile, fixed-line, broadband, internet and IT technology businesses, which delivered annual sales of £51.5 million for the year ended 31 March 2013.
A follow-on investment was made in Glacier Energy Services Group, an oil & gas service business headquartered in Aberdeen that is focused on growth within its core UK market. This investment funded the acquisition of Professional Testing Services, a business which provides a comprehensive range of nondestructive testing services to the oil & gas and renewable sectors.
During the period your Company participated in five new private equity transactions, alongside follow-on investments supporting the development of existing portfolio companies.
The following investments have been completed during the period:
| Investment | ||||
|---|---|---|---|---|
| Investment | Date | Sector | cost £'000 |
Website |
| Unlisted | ||||
| D Mack Limited | December 2013 | Automobiles & parts |
433 | www.dmacktyres.com |
| Glacier Energy Services Group Limited |
February 2014 | Oil equipment services |
133 | www.glacier.co.uk |
| ISN Solutions Group Limited | March 2014 | Software & computer services |
397 | www.isnsolutions.co.uk |
| Llanllyr Water Company Limited | March 2014 | Beverages | 46 | www.llanllyrwater.com |
| Maven Capital (Llandudno) LLP | February 2014 | Real estate | 274 | No website available |
| Maven Capital (Telfer House) LLP | April 2014 | Real estate | 850 | No website available |
| R&M Engineering Group Limited | December 2013 | Oil & gas | 637 | www.rm-engineering.co.uk |
| RMEC Group Limited | April 2014 | Oil & gas | 446 | www.rmecltd.co.uk |
| SPS (EU) Limited | February 2014 | Support services | 655 | www.spseu.com |
| Total unlisted investment | 3,871 | |||
| Listed fixed income | ||||
| Treasury Bill 16 June 2014 | February 2014 | UK government | 1,999 | |
| Total listed fixed income investment |
1,999 | |||
| Total investment | 5,870 |
At the period end, the portfolio stood at 59 unlisted and quoted investments at a total cost of £24.9 million.
In March 2014, Llanllyr Water Company was sold to a US private company for a combination of cash and secured loan notes, and the mezzanine loan provided to Tuscola (FC100) was repaid in full during May 2014.
The Manager is currently engaged with several investee companies and prospective acquirers at various stages of a potential exit process. This realisation activity reflects the increasing maturity of a number of holdings, but it should be noted that there can be no certainty that these discussions will lead to profitable sales.
The table below gives details of all realisations during the reporting period:
| Year first invested |
Complete/ partial exit |
Cost of shares disposed of £'000 |
Value at 30 November 2013 £'000 |
Sales proceeds £'000 |
Realised gain/(loss) £'000 |
Gain/ (loss) over November 2013 value £'000 |
|
|---|---|---|---|---|---|---|---|
| Unlisted | |||||||
| Airth Capital Limited | 2012 | Complete | 700 | 700 | 700 | - | - |
| Attraction World Holdings Limited |
2010 | Partial | 31 | 31 | 48 | 17 | 17 |
| Ensco 969 Limited (trading as DPP) |
2013 | Partial | 75 | 75 | 75 | - | - |
| Kelvinlea Limited | 2013 | Partial | 57 | 57 | 57 | - | - |
| Llanllyr Water Company Limited |
2002 | Complete | 172 | 74 | 91 | (81) | 17 |
| Maven Capital (Telfer House) LLP¹ |
2014 | Complete | 850 | N/A | 854 | 4 | N/A |
| Torridon (Gibraltar) Limited (formerly Torridon Capital Limited)¹ |
2010 | Partial | 113 | 125 | 113 | - | (12) |
| TPL (Midlands) Limited | 2007 | Complete | - | - | 27 | 27 | 27 |
| Tuscola (FC100) Limited (previously Grangeford (FC100) Limited) |
2012 | Complete | 275 | 275 | 275 | - | - |
| Westway Services Holdings (2010) Limited2 |
2009 | Partial | 83 | 124 | 83 | - | (41) |
| Total unlisted disposals |
2,356 | 1,461 | 2,323 | (33) | 8 | ||
| AIM/ISDX | |||||||
| Brookwell Limited | 2008 | Partial | - | - | 8 | 8 | 8 |
| Chime Communications PLC |
2009 | Partial | 33 | 58 | 60 | 27 | 2 |
| Hasgrove PLC | 2006 | Partial | 13 | 5 | 6 | (7) | 1 |
| Plastics Capital PLC | 2007 | Partial | 131 | 145 | 161 | 30 | 16 |
| Total AIM/ISDX disposals |
177 | 208 | 235 | 58 | 27 | ||
| Listed fixed income | |||||||
| Treasury Bill 16 June 20141 |
2014 | Partial | 999 | N/A | 999 | - | N/A |
| Total listed fixed income disposals |
999 | N/A | 999 | - | N/A | ||
| Total disposals | 3,532 | 1,669 | 3,557 | 25 | 35 |
¹ Holding acquired and realised during the period.
2 Proceeds exclude yield and redemption premiums received, which are disclosed as revenue for financial reporting purposes.
The table above includes the redemption of loan notes by a number of investee companies.
Since 31 May 2014, three follow-on investments have been completed in existing portfolio companies including the provision of funding to enable Kelvinlea to acquire Moriond in a transaction that will create synergies in the marketing process for the sale of the remaining residential properties held by both companies. One new private company asset was added to the portfolio when, in June 2014, Maven led a secondary buy-out of Just Trays from Gresham Private Equity. Just Trays is the UK's leading manufacturer of shower trays and related accessories, with all product design, development and production undertaken at its main facility in Leeds.
The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2013 Annual Report, and are the risks associated with investment in small and medium sized unlisted and AIM/ISDX quoted companies, which by their nature, entail a higher level of risk and lower liquidity than investments in large quoted companies. The valuation of investee companies may be affected by economic conditions and the credit environment, and other risks include legislative, regulatory, adherence to VCT qualifying rules and the effectiveness of the internal controls operated by the Company and the Manager. These risks and procedures are reviewed regularly by your Board and monitored continually by the Manager, and the Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be met.
Whilst your Company and the Manager are registered in England, a number of the investee businesses are located in Scotland, and it is acknowledged that there is some uncertainty arising from the referendum on Scottish independence due to take place on 18 September 2014. Should the vote be for independence, the Board considers that there will be a transition period during which there will be an opportunity to assess the impact and take any appropriate action.
In September 2013, the Company announced that it planned to raise up to £4 million in a joint Offer for Subscription alongside the other Maven VCTs. The first allotment under the Offer took place on 3 February 2014 when 2,872,393 new Ordinary Shares were issued, and a further allotment of 1,526,733 new Ordinary Shares took place on 5 April 2014. The Offer was fully subscribed by 4 April 2014, and closed on 5 April 2014 in relation to the tax year 2013/14. In consideration of certain provisions contained within The Finance Bill 2014, which could have had adverse tax consequences for the Company and its Shareholders, the Board decided to postpone the issue of new shares under the Offer in respect of the 2014/15 tax year until there was certainty that the allotments could take place without contravening the new rules. HM Treasury has now clarified the operation of the proposed changes to regulations, and the Offer was subsequently closed on 30 May 2014. A final allotment of 654,877 new Ordinary Shares took place on 1 July 2014, using the overallotment facility set out in the Prospectus.
The Company may use the money raised under the Offer to pay dividends and general running costs, thereby preserving for investment purposes an equivalent sum of more valuable 'old money' which operates under more advantageous VCT regulations. The proceeds of the Offer will also provide additional liquidity for the Company to make further laterstage investments, and enable it to spread its costs over a larger asset base to the benefit of all Shareholders.
Shareholders have given the Board authority to buy back Shares for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders. The Board notes that the discount to NAV has widened slightly during the 'close period', and is committed to buying back shares, subject to market conditions, available liquidity and the maintenance of the Company's VCT status. It is intended that Shares will be bought back at prices representing a discount in the range of 5% to 10% to the prevailing NAV per share. No Shares were bought back during the period under review.
The AIFM Directive came into force on 21 July 2011 and was implemented within the UK on 22 July 2013. The Board and the Manager have engaged legal advisers to ensure that the impact of the legislation has been considered fully, and the Directors have taken the decision to register Maven Income and Growth VCT 3 PLC as a self-managed registered AIFM. This will enable the Company to take advantage of the reduced reporting requirements available to small investment companies and avoid the direct and indirect costs of appointing a depositary. The application was submitted on 22 January 2014 and the Company was registered on 22 July 2014. Procedures have been put in place to ensure compliance with the Directive.
The Association of Investment Companies (AIC) has participated in a consultation process to ensure the Government's continued long-term support for the VCT sector by addressing concerns from HM Treasury that enhanced shared buy-back (EBB) schemes conflict with the public policy objectives of VCTs. Whilst it is proposed that the buy-back and cancellation of shares will continue to be permitted, it is the Government's intention that EBBs will be prohibited.
HM Treasury has published draft legislation to address its concerns about the use of share premium accounts to return capital to investors, which will prevent VCTs returning capital within three years of the accounting period in which the shares were issued. These changes are effective from 6 April 2014 but, as the provisions might have affected the ability to pay dividends out of reserves created from the reduction of share premium or capital where a VCT had issued shares of the same class before and after 5 April 2014, the AIC sought clarification on this matter. HMRC has confirmed that it is the intention that the new rule will apply only in respect of returns of capital from shares issued on or after 6 April 2014, and that the draft legislation will be amended prior to receiving Royal Assent.
A number of Shareholders have expressed an interest in receiving notification, by post or e-mail, that documents including annual and interim reports are available on the Company's website, rather than in hard copy by post, as provided for under the Articles of Association. A letter of request is included with this Interim Report for Shareholders to complete and return to confirm whether or not they wish to take advantage of this facility. It should be noted that the option to receive hard copies of documents will still be available. Those Shareholders who do not respond will be deemed to have given their consent to receiving only postal notifications that documents are available on the website.
The Directors intend to implement a Dividend Reinvestment Scheme through which Shareholders may elect to have their dividends applied to the purchase of new Ordinary Shares issued by the Company under the standing authority conferred by Shareholders at the Annual General Meeting held on 30 April 2014. Shares so issued qualify for tax relief as they are newly issued shares but have the additional advantage that there is no premium payable as would be the case with the issue of new shares under a prospectus. Details of the scheme and an application form will be issued in advance of the payment of the final dividend for the year ending 30 November 2014.
Your Board has previously intimated its intention to implement a succession plan, and has agreed in principle that it would be advantageous to reduce the number of independent directors by one, from four to three, as part of this process. Atul Devani was appointed to the Board on 5 April 2014, and was subsequently elected as a Director at the Annual General Meeting on 30 April 2014, at which Stephen Wood stood down. Further changes in Board membership are likely to take place within the next two to three years, and confirmation of any future changes to the Board will be communicated fully to Shareholders in due course.
Your Company will continue to focus on investing at attractive entry values in established UK businesses that are capable of generating income and have significant potential for capital appreciation. The Board and the Manager believe this strategy continues to be the optimal approach to support a progressive dividend programme and to deliver consistent growth in Shareholder value.
On behalf of the Board Maven Capital Partners UK LLP Secretary
29 July 2014
As at 31 May 2014
| Investment | Valuation £'000 |
Cost £'000 |
% of total assets |
% of equity held |
% of equity held by other clients¹ |
|---|---|---|---|---|---|
| Unlisted | |||||
| Torridon (Gibraltar) Limited (formerly Torridon Capital Limited) |
2,272 | 400 | 7.4 | 4.5 | 35.5 |
| Maven Co-invest Exodus Limited Partnership and Tosca Penta Exodus Mezzanine Limited Partnership (invested in Six Degrees Group) |
1,857 | 829 | 6.1 | 4.0 | 14.3 |
| Nenplas Holdings Limited | 1,544 | 1,157 | 5.1 | 9.4 | 23.1 |
| Cash Bases Limited (formerly Deckflat Limited) | 1,448 | 193 | 4.8 | 9.5 | 18.9 |
| Ensco 969 Limited (trading as DPP) | 1,302 | 1,302 | 4.2 | 4.8 | 29.7 |
| Steminic Limited (trading as MSIS) | 1,159 | 673 | 3.7 | 9.1 | 26.8 |
| Camwatch Limited | 1,001 | 1,581 | 3.2 | 11.9 | 31.0 |
| CatTech International Limited | 997 | 627 | 3.2 | 6.0 | 24.0 |
| Intercede (Scotland) 1 Limited (trading as EFC Group) |
880 | 298 | 2.8 | 3.2 | 25.3 |
| Glacier Energy Services Group Limited | 834 | 686 | 2.7 | 2.6 | 25.0 |
| Lemac No. 1 Limited (trading as John McGavigan) |
809 | 806 | 2.6 | 10.5 | 26.3 |
| Manor Retailing Limited | 750 | 750 | 2.4 | 12.1 | 37.7 |
| Richfield Engineering Services Limited | 750 | 750 | 2.4 | 12.1 | 37.7 |
| Search Commerce Limited | 750 | 750 | 2.4 | 12.1 | 37.7 |
| HCS Control Systems Group Limited | 746 | 746 | 2.4 | 7.0 | 33.4 |
| Adler & Allan Holdings Limited | 738 | 530 | 2.4 | 1.9 | 4.7 |
| Lambert Contracts Holdings Limited | 738 | 738 | 2.4 | 12.6 | 52.1 |
| SPS (EU) Limited | 655 | 655 | 2.1 | 6.5 | 36.0 |
| TC Communications Holdings Limited |
645 | 980 | 2.1 | 8.3 | 21.7 |
| R&M Engineering Group Limited | 637 | 637 | 2.0 | 8.3 | 62.3 |
| Venmar Limited (trading as XPD8 Solutions) | 625 | 700 | 2.0 | 5.4 | 29.6 |
| Flexlife Group Limited | 597 | 597 | 1.9 | 2.4 | 12.3 |
| Vodat Communications Group Limited | 567 | 567 | 1.8 | 6.6 | 35.2 |
| Martel Instruments Holdings Limited | 563 | 671 | 1.8 | 12.4 | 31.8 |
| Westway Services Holdings (2010) Limited | 540 | 138 | 1.7 | 4.5 | 17.4 |
| RMEC Group Limited | 446 | 446 | 1.4 | 3.4 | 54.9 |
| D Mack Limited | 433 | 433 | 1.4 | 4.8 | 25.2 |
| ISN Solutions Group Limited | 397 | 397 | 1.3 | 4.5 | 50.5 |
| LCL Hose Limited (trading as Dantec Hose) | 358 | 358 | 1.2 | 6.4 | 23.6 |
| Space Student Living Limited | 317 | 317 | 1.0 | 12.6 | 73.4 |
| Attraction World Holdings Limited | 300 | 23 | 1.0 | 6.7 | 31.7 |
| CHS Engineering Services Limited | 291 | 389 | 0.9 | 4.3 | 19.0 |
| Maven Capital (Llandudno) LLP | 275 | 275 | 0.9 | - | - |
As at 31 May 2014
| Investment (continued) | Valuation £'000 |
Cost £'000 |
% of total assets |
% of equity held |
% of equity held by other clients¹ |
|---|---|---|---|---|---|
| Unlisted | |||||
| Lawrence Recycling & Waste Management Limited |
260 | 1,014 | 0.8 | 10.0 | 52.0 |
| Maven Co-invest Fletcher Limited Partnership (invested in Fletcher Shipping Limited) |
212 | 212 | 0.7 | - | - |
| Claven Holdings Limited | 210 | 82 | 0.7 | 14.2 | 35.8 |
| Kelvinlea Limited | 148 | 148 | 0.5 | 9.4 | 40.6 |
| Maven Co-invest Endeavour Limited Partnership (invested in Global Risk Partners Limited) |
118 | 118 | 0.4 | 4.9 | 95.1 |
| Moriond Limited | 81 | 36 | 0.3 | 11.9 | 38.1 |
| Llanllyr Water Company Limited | 46 | 46 | 0.1 | - | - |
| Other unlisted investments | 4 | 1,810 | - | ||
| Total unlisted investments | 27,300 | 23,865 | 88.2 | ||
| Quoted | |||||
| Plastics Capital PLC | 166 | 122 | 0.6 | 0.5 | 1.4 |
| Chime Communications PLC | 68 | 35 | 0.3 | - | - |
| Tangent Communications PLC | 59 | 79 | 0.2 | 0.2 | 1.7 |
| esure | 48 | - | 0.2 | - | - |
| Cello Group PLC | 45 | 54 | 0.1 | 0.1 | 0.4 |
| Work Group PLC | 19 | 201 | - | 0.9 | 2.2 |
| Vianet Group PLC (formerly Brulines Group PLC) |
18 | 31 | 0.1 | 0.1 | 1.4 |
| Brookwell Limited | 14 | 29 | - | - | - |
| Hasgrove PLC | 11 | 30 | - | 0.1 | 0.3 |
| Other quoted investments | 9 | 438 | - | ||
| Total quoted investments | 457 | 1,019 | 1.5 | ||
| Listed fixed income | |||||
| Treasury Bill 16 June 2014 | 1,000 | 999 | 3.2 | ||
| Total investments | 28,757 | 25,883 | 92.9 |
¹ Other clients of Maven Capital Partners UK LLP.
As at 31 May 2014
| Unlisted | Quoted | Total | ||||
|---|---|---|---|---|---|---|
| Industrial sector | valuation £'000 |
% | valuation £'000 |
% | valuation £'000 |
% |
| Support services | 7,207 | 26.0 | 43 | 0.2 | 7,250 | 26.2 |
| Oil & gas | 5,690 | 20.5 | - | - | 5,690 | 20.5 |
| Telecommunication services | 3,426 | 12.4 | 3 | - | 3,429 | 12.4 |
| Insurance | 2,272 | 8.2 | 48 | 0.2 | 2,320 | 8.4 |
| Construction & building materials | 2,282 | 8.2 | - | - | 2,282 | 8.2 |
| Automobiles & parts | 1,242 | 4.5 | - | - | 1,242 | 4.5 |
| Software & computer services | 1,147 | 4.1 | 79 | 0.3 | 1,226 | 4.4 |
| Chemicals | 1,096 | 3.9 | - | - | 1,096 | 3.9 |
| General Retailers | 750 | 2.7 | - | - | 750 | 2.7 |
| Engineering & machinery | 750 | 2.7 | - | - | 750 | 2.7 |
| Electronic & electrical equipment | 563 | 2.0 | - | - | 563 | 2.0 |
| Real estate | 504 | 1.8 | - | - | 504 | 1.8 |
| Banks | 210 | 0.8 | - | - | 210 | 0.8 |
| Household goods & textiles | - | - | 166 | 0.5 | 166 | 0.5 |
| Speciality & other finance | 118 | 0.4 | - | - | 118 | 0.4 |
| Media & entertainment | - | - | 114 | 0.4 | 114 | 0.4 |
| Beverages | 43 | 0.2 | - | - | 43 | 0.2 |
| Investment companies | - | - | 4 | - | 4 | - |
| Total | 27,300 | 98.4 | 457 | 1.6 | 27,757 | 100.0 |
| Deal type | Number | Valuation £'000 |
% |
|---|---|---|---|
| Unlisted | |||
| MBO | 19 | 11,669 | 41.9 |
| Replacement capital | 4 | 3,595 | 13.0 |
| Buy & build | 3 | 3,519 | 12.7 |
| Buy-in/management buy-out | 4 | 2,906 | 10.5 |
| Development capital | 9 | 2,680 | 9.7 |
| Acquisition finance | 4 | 2,398 | 8.6 |
| Mezzanine | 2 | 487 | 1.8 |
| Early stage | 1 | 46 | 0.2 |
| Total unlisted | 46 | 27,300 | 98.4 |
| Quoted | 13 | 457 | 1.6 |
| Total unlisted and quoted | 59 | 27,757 | 100.0 |
| Six months to 31 May 2014 (unaudited) |
Six months to 31 May 2013 (unaudited) |
Year ended 30 November 2013 (audited) |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Gains on investments | - | 1,580 | 1,580 | - | 793 | 793 | - | 1,443 | 1,443 |
| Income from investments | 633 | - | 633 | 663 | - | 663 | 1,425 | - | 1,425 |
| Other income | 2 | - | 2 | 2 | - | 2 | 4 | - | 4 |
| Investment management fees | (70) | (281) | (351) | (64) | (257) | (321) | (131) | (523) | (654) |
| Other expenses | (141) | - | (141) | (137) | - | (137) | (404) | - | (404) |
| Net return on ordinary activities before taxation |
424 | 1,299 | 1,723 | 464 | 536 | 1,000 | 894 | 920 | 1,814 |
| Tax on ordinary activities | (42) | 28 | (14) | (43) | 26 | (17) | (182) | 114 | (68) |
| Return attributable to Equity Shareholders |
382 | 1,327 | 1,709 | 421 | 562 | 983 | 712 | 1,034 | 1,746 |
| Earnings per share (pence) | 1.10 | 3.83 | 4.93 | 1.33 | 1.78 | 3.11 | 2.22 | 3.23 | 5.45 |
A Statement of Total Recognised Gains and Losses has not been prepared, as all gains and losses are recognised in the Income Statement.
All items in the above statement are derived from continuing operations. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.
The total column of this Statement is the Profit and Loss Account of the Company.
| Six months ended 31 May 2014 (unaudited) £'000 |
Six months ended 31 May 2013 (unaudited) £'000 |
Year ended 30 November 2013 (audited) £'000 |
|
|---|---|---|---|
| Opening Shareholders' funds | 26,838 | 25,745 | 25,745 |
| Net Return | 1,709 | 983 | 1,746 |
| Proceeds of share issue | 3,595 | 1,433 | 1,429 |
| Repurchase and cancellation of shares |
- | (221) | (449) |
| Dividends paid - revenue | (367) | (327) | (653) |
| Dividends paid - capital | (827) | (654) | (980) |
| Closing Shareholders' funds | 30,948 | 26,959 | 26,838 |
The accompanying Notes are an integral part of the Financial Statements.
As at 31 May 2014
| 31 May 2014 (unaudited) £'000 |
31 May 2013 (unaudited) £'000 |
30 November 2013 (audited) £'000 |
|
|---|---|---|---|
| Fixed assets | |||
| Investments | 28,757 | 23,047 | 24,864 |
| Current assets | |||
| Debtors | 704 | 721 | 699 |
| Cash and overnight deposits | 1,589 | 3,352 | 1,393 |
| 2,293 | 4,073 | 2,092 | |
| Creditors | |||
| Amounts falling due within one year | (102) | (161) | (118) |
| Net current assets | 2,191 | 3,912 | 1,974 |
| Net assets | 30,948 | 26,959 | 26,838 |
| Capital and reserves | |||
| Called up share capital | 3,673 | 3,263 | 3,233 |
| Share premium account | 9,832 | 6,680 | 6,677 |
| Capital reserve - realised | (4,037) | (1,576) | (2,982) |
| Capital reserve - unrealised | 2,877 | (230) | 1,322 |
| Distributable reserve | 17,128 | 17,356 | 17,128 |
| Capital redemption reserve | 642 | 613 | 642 |
| Revenue reserve | 833 | 853 | 818 |
| Net assets attributable to Ordinary Shareholders |
30,948 | 26,959 | 26,838 |
| Net asset value per Ordinary Share (pence) | 84.2 | 82.6 | 83.0 |
The financial statements of Maven Income and Growth VCT 3 PLC, registered number 04283350, were approved by the Board and were signed on its behalf by:
Gregor Michie Director
29 July 2014
For the Six Months Ended 31 May 2014
| Six months ended 31 May 2014 (unaudited) £'000 |
Six months ended 31 May 2013 (unaudited) £'000 |
Year ended 30 November 2013 (audited) £'000 |
|
|---|---|---|---|
| Operating activities | |||
| Investment income received | 604 | 604 | 1,412 |
| Deposit interest received | 2 | 2 | 4 |
| Investment management fees paid | (351) | (321) | (654) |
| Secretarial fees paid | (52) | (50) | (101) |
| Directors expenses paid | (43) | (33) | (76) |
| Other cash payments | (75) | (54) | (216) |
| Net cash inflow from operating activities |
85 | 148 | 369 |
| Taxation | |||
| Corporation tax | - | - | (106) |
| Financial investment | |||
| Purchase of investments | (5,870) | (12,544) | (16,469) |
| Sale of investments | 3,580 | 10,872 | 13,607 |
| Net cash outflow from financial investment |
(2,290) | (1,672) | (2,862) |
| Equity dividends paid | (1,194) | (981) | (1,633) |
| Net cash outflow before financing | (3,399) | (2,505) | (4,232) |
| Financing | |||
| Issue of ordinary shares | 3,595 | 1,433 | 1,429 |
| Repurchase of ordinary shares | - | (221) | (449) |
| Net cash inflow from financing | 3,595 | 1,212 | 980 |
| Increase/(decrease) in cash | 196 | (1,293) | (3,252) |
For the Six Months Ended 31 May 2014
The financial information for the six months ended 31 May 2014 and the six months ended 31 May 2013 comprises nonstatutory accounts within the meaning of section 435 of the Companies Act 2006. The financial information contained in this report has been prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended 30 November 2013, which have been filed at Companies House and which contained an Auditors' report which was not qualified and did not contain a statement under s498(2) or s498(3) of the Companies Act 2006.
| 2. Movement in Reserves |
Share premium account £'000 |
Capital reserve realised £'000 |
Capital reserve unrealised £'000 |
Distributable reserve £'000 |
Capital redemption reserve £'000 |
Revenue reserve £'000 |
|---|---|---|---|---|---|---|
| At 30 November 2013 | 6,677 | (2,982) | 1,322 | 17,128 | 642 | 818 |
| Gains on sales of investments | - | 25 | - | - | - | - |
| Net increase in value of investments | - | - | 1,555 | - | - | - |
| Investment management fees | - | (281) | - | - | - | - |
| Dividends paid | - | (827) | - | - | - | (367) |
| Tax effect of capital items | - | 28 | - | - | - | - |
| Repurchase and cancellation of shares | - | - | - | - | - | - |
| Share Issue - 2014 | 3,155 | - | - | - | - | - |
| Net return on ordinary activities after taxation |
- | - | - | - | - | 382 |
| At 31 May 2014 | 9,832 | (4,037) | 2,877 | 17,128 | 642 | 833 |
| 3. Returns per Ordinary Share Ordinary Shares |
Six months ended 31 May 2014 £'000 |
Six months ended 31 May 2013 £'000 |
Year ended 30 November 2013 £'000 |
|---|---|---|---|
| The return per ordinary share is based on the following figures: |
|||
| Revenue return | 382 | 421 | 712 |
| Capital return | 1,327 | 562 | 1,034 |
| Total return | 1,709 | 983 | 1,746 |
| Weighted average number of ordinary shares in issue |
34,652,769 | 31,626,786 | 32,046,681 |
| Revenue return per ordinary share | 1.10p | 1.33p | 2.22p |
| Capital return per ordinary share | 3.83p | 1.78p | 3.23p |
| Return per ordinary share | 4.93p | 3.11p | 5.45p |
The Net Asset Value per Ordinary Share has been calculated using the number of shares in issue at 31 May 2014 of 36,735,590.
The Directors confirm that, to the best of their knowledge:
On behalf of the Board Maven Capital Partners UK LLP Secretary
29 July 2014
| Directors | Gregor Michie (Chairman) | ||
|---|---|---|---|
| Alec Craig | |||
| Bill Nixon | |||
| Andrew Murison | |||
| Atul Devani | |||
| Manager and Secretary | Maven Capital Partners UK LLP | ||
| Kintyre House | |||
| 205 West George Street | |||
| Glasgow G2 2LW | |||
| Telephone: 0141 306 7400 | |||
| E-mail: [email protected] | |||
| Registered Office | Fifth Floor | ||
| 1-2 Royal Exchange Buildings | |||
| London | |||
| EC3V 3LF | |||
| Registered in England and Wales C | ompany Registration Number: 04283350 | ||
| Website | www.mavencp.com/migvct3 | ||
| Registrars | Capita Asset Services | ||
| The Registry | |||
| 34 Beckenham Road | |||
| Beckenham | |||
| Kent BR3 4TU | |||
| Website: www.capitaassetservices.com | |||
| Shareholder Portal: www.capitashareportal.com | |||
| Shareholder Helpline: 0871 664 0324 | |||
| (Calls cost 10p per minute plus network extras; | |||
| lines are open 8.30 am until 5.30 pm, Monday to Friday) | |||
| Auditor | Deloitte LLP | ||
| Bankers | J P Morgan Chase Bank | ||
| Stockbrokers | Shore Capital Stockbrokers Limited | ||
| 020 7647 8132 | |||
Maven Capital Partners UK LLP Kintyre House 205 West George Street Glasgow G2 2LW
Tel 0141 306 7400
Authorised and Regulated by The Financial Conduct Authority
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