Half-yearly Report

Matrix Income & Growth 2 VCT plc ("the Company") Half-Yearly Report for the six months ended 31 October 2008 Investment Objective Matrix Income & Growth 2 VCT plc is a Venture Capital Trust ("VCT") managed by Matrix Private Equity Partners LLP ("MPEP") investing primarily in established, profitable, unquoted companies. The Company's objective is to provide investors with a regular and growing stream of income, arising both from the income generated by the companies selected for the portfolio and from realising capital gains. Financial highlights Half-yearly results for the six months ended 31 October 2008 Ordinary Shares (listed on 11 July 2000) Initial net asset value per Ordinary 94.00 pence Share Initial net assets £12,388,236 31 October 30 April 31 October 2008 2008 2007 Net assets £8,854,954 £11,135,530 £12,263,403 Net asset value per Ordinary Share 77.84 pence 96.91 pence 104.71 pence Total dividends per Ordinary Share 26.79 pence 20.79 pence 20.79 pence paid to date Total return to shareholders since 104.63 pence 117.70 pence 125.50 pence launch per share* (Loss)/earnings per Ordinary Share (13.12) pence (5.38) pence 2.68 pence Total dividends per Ordinary Share 6.00 pence 6.00 pence 6.00 pence paid in the period C Shares (listed on 21 December 2005) Initial net asset value per C Share 94.50 pence Initial net assets £8,648,486 31 October 30 April 31 October 2008 2008 2007 Net assets £8,336,391 £9,007,361 £9,006,727 Net asset value per C Share 91.15 pence 98.48 pence 98.48 pence Total dividends per C Share paid to 4.00 pence 1.50 pence 1.50 pence date Total return to shareholders since 95.15 pence 99.98 pence 99.98 pence launch per share* (Loss)/earnings per C Share (4.84) pence 2.84 pence 2.83 pence Total dividends per C Share paid in 2.50 pence 1.50 pence 1.50 pence the period * Net asset value per share plus cumulative dividends per share. This compares to an original investment cost of 80.00 pence per share for the Ordinary Share Fund and 60.00 pence per share for the C Share Fund after allowing for income tax relief of 20.00 pence and 40.00 pence per share respectively. Investment Policy The VCT's policy is to invest primarily in a diverse portfolio of UK established, profitable, unquoted companies in order to generate capital gains from trade sales and flotations. Investments are structured as part loan and part equity in order to receive regular income and to provide downside protection in the event of under-performance. Investments are made selectively across a number of sectors, primarily in management buyout transactions (MBOs) i.e. to support incumbent management teams in acquiring the business they manage but do not own. Investments are primarily made in companies that are established and profitable. Uninvested funds are held in cash and low risk money market funds. UK Companies The companies in which investments are made must have no more than £15 million of gross assets at the time of investment to be classed as a VCT qualifying holding. VCT regulation The investment policy is designed to ensure that the VCT continues to qualify and is approved as a VCT by HMRC. Amongst other conditions, the VCT may not invest more than 15% of its investments in a single company and must achieve at least 70% by value of its investments throughout the period in shares or securities in qualifying holdings, of which a minimum overall of 30% by value must be ordinary shares which carry no preferential rights. In addition, although the VCT can invest less than 30% of an investment in a specific company in ordinary shares it must have at least 10% by value of its total investments in each qualifying company in ordinary shares which carry no preferential rights. Asset mix The Investment Manager aims to hold approximately 80% by value of the VCT's investments in qualifying holdings. The balance of the portfolio is held in readily realisable interest bearing investments and deposits. Risk diversification and maximum exposures Risk is spread by investing in a number of different businesses across different industry sectors. To reduce the risk of high exposure to equities, each qualifying investment is structured using a significant proportion of loan stock (up to 70% of the total investment in each VCT qualifying company). Initial investments in VCT qualifying companies are generally made in amounts ranging from £200,000 to £1 million at cost. No holding in any one company will represent more than 10% of the value of the VCT's investments, based on cost, at the time of investment. Ongoing monitoring of each investment is carried out by the Manager generally through taking a seat on the Board of each VCT qualifying company. Co-investment The VCT aims to invest alongside four other Income and Growth VCTs advised by the Manager with a similar investment policy. This enables the VCT to participate in combined investments by the Investment Manager of up to £5 million. Borrowing The VCT has no borrowing and does not have any current plans for future borrowings. Chairman's Statement I am pleased to enclose the Half-Yearly Report of Matrix Income & Growth 2 VCT plc (the "Company") for the period from 1 May 2008 to 31 October 2008. Overview Your Company has not been immune to the impact of the deteriorating economic outlook that has become more apparent since I reported to you in the Annual Report. Net asset values per share for both funds have fallen, mainly because some valuations have fallen in response to falls in quoted markets and deteriorating trading, although the trading performance of some investee companies remains encouraging. Our response to these conditions has been to retain liquidity in a period when few investment opportunities have presented themselves. Both funds made an investment in ATG Media Holdings Limited, an MBO transaction, totalling £ 863,895. The C Fund also invested £2 million in two companies that will seek opportunities in two specific sectors. These acquisition vehicles have been established to provide time to seek and complete investment transactions of the right quality on sufficiently favourable terms. Shortly after the end of the period, both funds have made a follow-on loan stock investment totalling £ 163,436 into PXP Holdings Limited. There have been no realisations to report during the period. Bearing in mind the prevailing market conditions, the relative performance of portfolio investments made over the last three years is generally satisfactory, with a number of companies continuing to produce results in line with or better than those anticipated at investment. However, the last six months has revealed several where the reverse is also true. Ordinary Share Fund Inevitably in these economic conditions, this fund has suffered from poorer performance. The Net Asset Value ("NAV") per Ordinary Share at 31 October 2008 was 77.84 pence, a 25.7% decrease when compared with 104.71 pence per share as at 31 October 2007, or 19.9% after adjusting for the 6 pence dividend paid in this period. The Fund's total return since launch is 104.63 pence per share. Further details of the performance of the Ordinary Share Fund investments are set out in the Investment Manager's Review set out below. C Share Fund The NAV per C Share at 31 October 2008 stood at 91.15 pence, a 7.4% decrease on the NAV when compared with 98.48 pence per share as at 31 October 2007, or 4.9% after adjusting for the 2.5 pence dividend paid in this period. This stronger relative performance reflects the fact that the C Fund is not yet fully invested, so held a higher level of assets in cash. The Fund's total return since launch is 95.15 pence per share. Further details of the performance of the C Share Fund investments are set out in the Investment Manager's Review set out below. Return to Shareholders The results for this period are set out on the following pages and show a revenue profit (after tax) attributable to Ordinary Fund Shareholders of 1.09 pence per Ordinary Share (31 October 2007: 0.87 of a penny). The total loss (after tax) attributable to Ordinary Fund Shareholders was 13.12 pence per Ordinary Share (31 October 2007: profit of 2.68 pence). The revenue profit (after tax) attributable to C Fund Shareholders was 1.28 pence per C share (31 October 2007: 1.25 pence). The total loss (after tax) attributable to C Fund Shareholders was 4.84 pence per C share (31 October 2007: profit of 2.83 pence). Both Funds' returns have been increased by the anticipation of VAT recoverable, as a result of recent HMRC policy announcements. These now permit recovery of most of the VAT that has been borne upon Fund management fees in the past three years, at least. At this juncture, the Board is unable to quantify precisely the amount of VAT that will eventually be recovered, but has recognised a prudent amount that should be recoverable. Dividends The Board has already paid interim dividends of 6p per Ordinary Share and 2.5p per C Share for the current year. The Board's objective is, subject to the availability of sufficient reserves and liquidity, to distribute regular and consistent dividends. Since the change in investment strategy in September 2005, four Ordinary Share Fund dividends have now been paid out, each of 6 pence per share. The Board intends to review the level of dividends to be paid at the year-end. British Private Equity Awards 2008 At the recent unquote" British Private Equity Awards 2008, I am delighted to inform you that the Investment Manager won the award for "VCT Manager of the Year". May I congratulate the team on their hard work throughout the year. Outlook Your Board and Investment Manager are paying close attention to current economic indicators which clearly pose substantial risks to many sectors, particularly smaller companies. The Board and the Investment Manager intend to continue their prudent approach to further investments, while remaining alert to the new opportunities that the current downturn will produce. It is for this reason that the Board is seeking to raise new funds for the C Fund, so that the Company is well positioned to invest at a potentially opportune point in the economic cycle. A prospectus will be sent to shareholders in the New Year. I would like to thank all our Shareholders for their continuing support. Nigel Melville Chairman 24 December 2008 Principal risks and uncertainties In accordance with DTR 4.2.7, the Board considers that the principal risks and uncertainties facing the Company remain those identified in the Annual Report and Accounts for the year ended 30 April 2008. A detailed explanation of the principal risks facing the Company can be found in the 2008 Annual Report and Accounts - copies are available from www.mig2vct.co.uk. The Board acknowledges that several of these risks have materialised and have had a negative impact on the Company's financial performance. Related Party Transactions Details of related party transactions in accordance with Disclosure and Transparency Rule 4.2.8 can be found in Note 12 to the Accounts below. Responsibility Statement The Directors confirm that to the best of their knowledge: a. the condensed set of financial statements have been prepared in accordance with UK Generally Accepted Accounting Practice (UK GAAP) and the 2003 Statement of Recommended Practice "Financial Statements of Investment Trust Companies", revised December 2005, and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company, as required by Disclosure & Transparency Rule 4.2.4; and b. the interim management report includes a fair review of the information required by Disclosure & Transparency Rules 4.2.7 - 8 in accordance with Disclosure & Transparency Rule 4.2.10. For and on behalf of the Board: Nigel Melville Chairman Investment Manager's Review Strategy Throughout the period Matrix Private Equity Partners LLP ("MPEP") has continued to pursue its strategy of investing in established, profitable, unquoted companies with its primary focus on investments in MBOs. Your Manager considers that the alignment of interest between management teams and investors created by MBOs continues to offer the most attractive and long-term investment opportunities. New Investment Activity Earlier in the year the differing valuation expectations of buyers and sellers of businesses made for a challenging new investment environment. As the UK economy has slid inexorably into recession there is inevitably greater concern about the achievability of forecast earnings; this has made it still harder to bridge the gap in valuations. As a result your Manager has made just one investment on behalf of the Ordinary Share Fund in the six months to 31 October. In October £509,000 was invested to support the MBO of Metropress which, inter alia, publishes the Antiques Trade Gazette, the dominant weekly newspaper serving the UK antiques trade. This London-based business also offers an on-line auction capability. The Fund now holds 4.5% of the equity. The C Share Fund also invested £355,000 for 3.2% of the equity of Metropress as part of the same transaction; over the period it made two further investments, each of £1,000,000, into two acquisition vehicles. The first, Barnfield Management Investments Limited, has been established to acquire businesses in the food manufacturing, distribution or brand management sectors. The second company, Vanir Consultants Limited, is seeking to acquire companies involved in database management, mapping or data mapping. Importantly, these acquisition vehicles are designed to provide time to find and invest in their chosen target companies at sufficiently attractive prices. As these acquisitions are completed, it is expected that the Ordinary Share Fund will have the opportunity to invest alongside the C Share Fund. In the meantime, your Company retains significant liquid resources available for investment when conditions justify it. Ordinary Share Fund Portfolio Highlights The Ordinary Share Fund comprises investments in 16 companies at cost of £8.44 million and current valuation of £6.40 million; on a like for like basis the portfolio shows a 21.8% fall compared with the valuations prevailing at 30 April 2008. Over the same period the FTSE All Share and FTSE SmallCap indices have fallen 29.6% and 38.6% respectively. A number of the companies in the portfolio, particularly those with either direct or indirect exposure to the construction and housebuilding sectors, have been showing signs of weakness in their markets. These include Youngman, PXP and Plastic Surgeon, all of whom are trailing significantly their budgeted performance. We have reduced their valuations to reflect the difficult conditions in which they are operating. However, many other portfolio companies have continued to perform strongly, although even these are not immune from cost pressures or tightening markets; these include PastaKing and Vectair, both of which reported record profitability during the period, and DiGiCo Europe, where its launches of market leading new products have been well received and have led to performance in excess of budget. VSI too is tracking record annual profits. Elsewhere, however, performance has fallen away during the period. British International has suffered from the worst summer weather in recent memory which has had a significant impact on passenger numbers on the Penzance-Scilly Isles service. The effects of this are, however, mitigated by its long term military contracts which give it a solid earnings base. Campden Media too has had to work hard to maintain its strong position in healthcare publications and events whilst the fallout in the financial sector has held back the development of its wealth management conference business. Blaze Signs has now begun to see the effects of the economic slowdown with its retail clients delaying or postponing new and replacement signage. C Share Fund Portfolio Highlights The C Share Fund now holds investments in 13 companies at a total cost of £6.17 million and a current valuation of £5.82 million. On a like for like basis the portfolio shows a 14.0% fall compared with the valuations prevailing at 30 April 2008. Most of the C Share Fund's investments were made alongside the Ordinary Share Fund. In addition to these, the C Share Fund holds investments in two other companies. Monsal has had a difficult first period since its MBO; major contract awards have been postponed and this has led to losses and an erosion of cash headroom; recent wins have resulted in a much more positive outlook for 2009, including a first contract award in the growing waste management market. Focus Pharma has fared better, although delays in product licensing have had some effect on earnings. British Private Equity Awards 2008 Your Manager was delighted to be awarded the `VCT Manager of the Year' title at this year's unquote" British Private Equity Awards on 27 November 2008. The awards celebrate excellence and innovation in the UK private equity sector and are synonymous with the values that have made unquote" the industry's most trusted source of private equity information. The award categories covered the entire private equity cycle and the Judges praised MPEP's stability and noted the past 12 months' caution and selectivity in a market where such traits are of utmost importance. Outlook Considerable attention is being devoted to ensuring that portfolio companies are responding actively to the downturn by reducing costs as far as possible, reinforcing competitive positions and maximising liquidity; through your Manager's representation on the Boards of the Company's investments, close control of these issues is being ensured. There is, of course, considerable debate regarding the continuing availability of bank funding for UK small businesses. We believe that the portfolio is not significantly exposed to this risk. Importantly, the Company retains resources to support deserving portfolio companies; furthermore in the new investments made over the past two years your Manager has avoided the need for bank debt wherever possible in order to protect against sudden withdrawals of banking facilities in just such circumstances as are prevailing. The depth and length of the recession are difficult to forecast. Nevertheless, your Manager remains confident of the overall quality of the portfolios and believes that high quality investment opportunities will come forward in due course. High private equity returns traditionally flow from investments made in the wake of major economic downturns. Investment Portfolio Summary As at 31 October 2008 Ordinary Share Fund Date of first Total Book Valuation % of net investment cost assets by value £ £ Qualifying investments AiM quoted investments SectorGuard plc August 2005 150,000 64,286 0.7% Provision of manned guarding, mobile patrolling, and alarm response services Vphase plc (formerly Flightstore March 2001 254,586 9,821 0.1% Group plc) Development of energy saving devices for domestic use ---------- ---------- ---------- 404,586 74,107 0.8% Unquoted investments Youngman Group Limited October 2005 1,000,052 1,348,292 15.2% Manufacturer of ladders and access towers PastaKing Holdings Limited June 2006 274,624 838,555 9.5% Supplier to the educational and food service market British International Holdings June 2006 832,827 809,139 9.1% Limited Supplier of helicopter services Blaze Signs Holdings Limited April 2006 791,608 763,319 8.6% Sign writer DiGiCo Europe Limited July 2007 588,886 684,312 7.7% Design and manufacture of audio mixing desks VSI Limited April 2006 231,020 658,646 7.5% Developer and marketer of 3D software ATG Media Holdings Limited October 2008 508,736 508,736 5.8% Antiques publication Vectair Holdings Limited January 2006 243,784 399,278 4.5% A provider of air care and sanitary washroom products PXP Holdings Limited (Pinewood December 2006 588,886 161,595 1.8% Structures) Designer, manufacturer and supplier of timber frames for housing The Plastic Surgeon Holdings April 2008 230,986 115,493 1.3% Limited Snagging and finishing of domestic and commercial properties Campden Media Limited January 2006 975,000 39,048 0.4% Magazine publisher and conference organiser Recite Limited August 2003 1,000,000 - 0.0% Sales support software Racoon International Holdings December 2006 517,350 - 0.0% Limited Supplier of hair extensions, hair care products and training Award International Holdings plc March 2004 250,000 - 0.0% Sales promotion activities ---------- ---------- ---------- 8,033,759 6,326,413 71.4% ---------- ---------- ---------- Total qualifying investments 8,438,345 6,400,520 72.2% 1 Non-qualifying investments Money market funds 2 2,192,457 2,192,457 24.8% Cash 29,424 29,424 0.3% SectorGuard plc 106 37 0.0% ---------- ---------- ---------- Total non-qualifying investments 2,221,987 2,221,918 25.1% Debtors 290,821 3.3% Creditors (58,305) (0.6%) ---------- ---------- Net assets 8,854,954 100.0% ======= ======= 1 As at 31 October 2008, the Company (comprising both share classes) held more than 70% of its total investments in qualifying holdings, and therefore complied with the VCT Investment test. For the purposes of the VCT Investment tests, the Company is permitted to disregard disposals of investments for six months from the date of disposal. 2 Disclosed within Current assets as Investments at fair value in the Balance Sheet. C Share Fund Date of Total Book Valuation % of net first cost assets by investment value £ £ Qualifying investments Unquoted investments Barnfield Management Investments July 2008 1,000,000 1,000,000 12.0% Limited Company seeking to acquire businesses in the food manufacturing, distribution or brand management sectors Vanir Consultants Limited October 2008 1,000,000 1,000,000 12.0% Company seeking to acquire businesses in the database management, mapping or data mapping sectors Focus Pharma Holdings Limited October 2007 660,238 677,211 8.1% Licensing and distribution of generic pharmaceuticals PastaKing Holdings Limited June 2006 191,720 585,412 7.0% Supplier to the educational and food service market Monsal Holdings Limited December 769,000 576,750 6.9% 2007 Engineering services to water and waste sectors Blaze Signs Holdings Limited April 2006 606,890 569,080 6.8% Sign writer DiGiCo Europe Limited July 2007 411,114 477,732 5.7% Design and manufacture of audio mixing desks ATG Media Holdings Limited October 2008 355,159 355,159 4.3% Antiques publication VSI Limited April 2006 77,623 221,306 2.8% Developer and marketer of 3D software British International Holdings June 2006 167,173 162,426 1.9% Limited Supplier of helicopter services PXP Holdings Limited (Pinewood December 411,114 112,813 1.4% Structures) 2006 Designer, manufacturer and supplier of timber frames for housing The Plastic Surgeon Holdings April 2008 161,278 80,639 1.0% Limited Snagging and finishing of domestic and commercial properties Racoon International Holdings December 361,177 - 0.0% Limited 2006 Supplier of hair extensions, hair care products and training ---------- ---------- ---------- 6,172,486 5,818,528 69.9% ---------- ---------- ---------- Total qualifying investments 6,172,486 5,818,528 69.9% 1 Non-qualifying investments Money market funds 2 2,501,903 2,501,903 30.0% Cash 19,867 19,867 0.2% ---------- ---------- ---------- Total non-qualifying investments 2,521,770 2,521,770 30.2% Debtors 130,298 1.5% Creditors (134,205) (1.6%) ---------- ---------- Net assets 8,336,391 100.0% ======= ======= 1 At 31 October 2008, the Company (comprising of both share classes) held more than 70% of its total investments in qualifying holdings, and therefore complied with the VCT Investment test. For the purposes of the VCT Investment tests, the Company is permitted to disregard disposals of investments for six months from the date of disposal. 2 Disclosed within Current assets as Investments at fair value in the Balance Sheet. The other Funds managed by MPEP include Matrix Income & Growth VCT plc (MIG VCT), Matrix Income & Growth 3 VCT plc (MIG3), Matrix Income & Growth 4 VCT plc (MIG4) and The Income and Growth VCT plc (I&G). All of these Funds have co-invested alongside the Company in Blaze Signs Holdings Limited, British International Holdings Limited, Campden Media Limited, PastaKing Holdings Limited, PXP Holdings Limited, Racoon International Holdings Limited, VSI Limited, DiGiCo Europe Limited, Monsal Holdings Limited, Focus Pharma Holdings Limited and Plastic Surgeon Holdings Limited. All of these Funds with the exception of MIG3 have also co-invested alongside the Company in Campden Media Limited, SectorGuard plc, Vectair Holdings Limited and Youngman Group Limited. MIG VCT and MIG3 have co-invested alongside the Company in Barnfield Investment Management Ltd and MIG3 has also co-invested in Vanir Consultants Limited. Unaudited non-statutory analysis between the Ordinary Share and C Share Funds Unaudited Profit and Loss Account For the six months ended 31 October 2008 Ordinary Share Fund C Share Fund Notes Revenue Capital Total Revenue Capital Total £ £ £ £ £ £ Unrealised - (1,644,871) (1,644,871) - ( 562,442) ( 562,442) losses on investments Realised - (29) (29) - - - losses on investments Income 3 239,782 - 239,782 224,829 - 224,829 VAT 4 18,059 54,177 72,236 10,677 32,031 42,708 recoverable Management 5 (18,768) (56,305) (75,073) ( 15,568) ( 46,706) ( 62,274) fees Other (97,691) - (97,691) ( 85,141) - ( 85,141) expenses ----------- ----------- ----------- ----------- ----------- ----------- Profit/ 141,382 (1,647,028) (1,505,646) 134,797 ( 577,117) ( 442,320) (loss) on ordinary activities before taxation Tax on (16,688) 16,688 - ( 17,894) 17,894 - ordinary activities ----------- ----------- ----------- ----------- ----------- ----------- Retained 124,694 (1,630,340) (1,505,646) 116,903 ( 559,223) ( 442,320) profit/ (loss) ======= ======= ======= ======= ======= ======= Return per 6 1.09p (14.21)p (13.12)p 1.28p (6.12)p (4.84)p Share Average 11,473,436 9,145,990 number of shares in issue Total of both Funds (per interim Profit and Loss Account) Notes Revenue Capital Total £ £ £ Unrealised - (2,207,313) (2,207,313) losses on investments Realised losses - ( 29) ( 29) on investments Income 3 464,611 - 464,611 VAT recoverable 4 28,736 86,208 114,944 Management fees 5 ( 34,336) ( 103,011) ( 137,347) Other expenses ( 182,832) - ( 182,832) ----------- ----------- ----------- Profit/(loss) on 276,179 (2,224,145) (1,947,966) ordinary activities before taxation Tax on ordinary ( 34,582) 34,582 - activities ----------- ----------- ----------- Retained profit/ 241,597 (2,189,563) (1,947,966) (loss) ======= ======= ======= Return per Share 6 Average number of shares in issue Unaudited Balance Sheet for each Fund As at 31 October 2008 Ordinary Share Fund C Share Fund Notes £ £ £ £ Non-current assets Assets held at 6,400,557 5,818,528 fair value through profit and loss investments Current assets Debtors and 290,821 130,298 prepayments Investments at 2,192,457 2,501,903 fair value Cash at bank 29,424 19,867 ------------ ------------ ------------ ------------ 2,512,702 2,652,068 ----------- ----------- ----------- Creditors: (58,305) (134,205) amounts falling due within one year ------------ ------------ ------------ ------------ Net current 2,454,397 2,517,863 assets ------------ ------------ Net assets 8,854,954 8,336,391 ======== ======== Capital and reserves Called up share 113,755 91,460 capital Capital 18,051 - redemption reserve Capital reserve (787,894) (353,958) - unrealised Cancelled share 2,471,344 8,256,405 premium account Profit and loss 7,039,698 342,484 account ------------ ------------ 8,854,954 8,336,391 ======== ======== Number of shares 11,375,533 9,145,990 in issue Net asset value 7 77.84 p 91.15 p per share Adjustments Total of both Funds (see note (per interim Balance Sheet) below) Notes £ £ Non-current assets Assets held at 12,219,085 fair value through profit and loss investments Current Assets Debtors and (117,305) 303,814 prepayments Investments at 4,694,360 fair value Cash at bank 49,291 (117,305) 5,047,465 ----------- ----------- Creditors: amounts 117,305 (75,205) falling due within one year ----------- ----------- ----------- Net current assets 4,972,260 ----------- ----------- Net assets - 17,191,345 ======= Capital and reserves Called up share 205,215 capital Capital redemption 18,051 reserve Capital reserve - (1,141,852) unrealised Cancelled share 10,727,749 premium account Profit and loss 7,382,182 account ----------- 17,191,345 ======= Number of shares in issue Net asset value 7 per share Note: The adjustment above nets off the inter-fund debtor and creditor balances. So that the "Total of both funds" balance sheet agrees to the interim Balance Sheet below. Unaudited Profit and Loss Account For the six months ended 31 October 2008 Six months ended 31 October 2008 Year ended 30th April 2008 (unaudited) (audited) Notes Revenue Capital Total Revenue Capital Total £ £ £ £ £ £ Unrealised - (2,207,313) (2,207,313) - (1,311,782) (1,311,782) gains/ (losses) on investments Realised - (29) (29) - 753,267 753,267 (losses)/ gains on investments Income 3 464,611 - 464,611 1,027,023 - 1,027,023 VAT 4 28,736 86,208 114,944 - - - recoverable Management 5 (34,336) (103,011) (137,347) (125,110) (375,329) (500,439) fees Other (182,832) - (182,832) (342,271) - (342,271) expenses ---------- ---------- ---------- ---------- ---------- ---------- Profit/ 276,179 (2,224,145) (1,947,966) 559,642 (933,844) (374,202) (loss) on ordinary activities before taxation Tax on ( 34,582) 34,582 - (102,066) 102,066 - ordinary activities ---------- ---------- ---------- ---------- ---------- ---------- Profit/ 241,597 (2,189,563) (1,947,966) 457,576 (831,778) (374,202) (loss) on ordinary activities after taxation ====== ====== ====== ====== ====== ====== Dividend 1.50p 4.50p 6.00p 0.00p 6.00p 6.00p paid per Ordinary Share Dividend 2.50p 0.00p 2.50p 1.50p 0.00p 1.50p paid per C share Basic and diluted earnings per share Ordinary 6 1.09p (14.21)p (13.12)p 1.82p (7.20)p (5.38)p shares C Shares 6 1.28p (6.12)p (4.84)p 2.65p 0.19p 2.84p Six months ended 31 0ctober 2007 (unaudited) Notes Revenue Capital Total £ £ £ Unrealised - 482,707 482,707 gains/(losses) on investments Realised - 26,436 26,436 (losses)/gains on investments Income 3 501,357 - 501,357 VAT recoverable 4 - - - Management fees 5 (65,247) (195,742) (260,989) Other expenses (171,486) - (171,486) ---------- ---------- ---------- Profit/(loss) 264,624 313,401 578,025 on ordinary activities before taxation Tax on ordinary (46,442) 46,442 - activities ---------- ---------- ---------- Profit/(loss) 218,182 359,843 578,025 on ordinary activities after taxation ====== ====== ====== Dividend paid 0.00p 6.00p 6.00p per Ordinary Share Dividend paid 1.50p 0.00p 1.50p per C share Basic and diluted earnings per share Ordinary shares 6 0.87p 1.81p 2.68p C Shares 6 1.25p 1.58p 2.83p These accounts are unaudited and are not the Company's statutory accounts. The accounts have been prepared using accounting standards and policies adopted at the previous year end. All revenue and capital items in the above statement are derived from continuing operations. No operations were discontinued in the period. Unaudited Balance Sheet As at 31 October 2008 31 October 30 April 31 October 2008 2008 2007 (unaudited) (audited) (unaudited) Notes £ £ £ Non-current assets Assets held at fair value 9 12,219,085 11,562,503 14,672,003 through profit and loss - investments Current Assets Debtors and prepayments 303,814 277,926 157,219 Investments at fair value 10 4,694,360 8,358,174 6,222,419 Cash at bank 49,291 89,754 302,891 ----------- ----------- ----------- 5,047,465 8,725,854 6,682,529 Creditors: amounts falling due within one year Other creditors 197 35,796 18,856 Accruals 75,008 109,670 65,546 ----------- ----------- ----------- (75,205) (145,466) (84,402) ----------- ----------- ----------- Net current assets 4,972,260 8,580,388 6,598,127 ----------- ----------- ----------- Net assets 17,191,345 20,142,891 21,270,130 ======= ======= ======= Capital and reserves 11 Called up share capital 205,215 206,370 208,575 Capital redemption 18,051 16,896 14,691 reserve Capital reserve - (1,141,852) 1,065,461 13,078,402 unrealised Cancelled share premium 10,727,749 10,881,648 3,043,746 account - distributable reserve Profit and loss account 7,382,182 7,972,516 4,924,716 ----------- ----------- ----------- 17,191,345 20,142,891 21,270,130 ======= ======= ======= Net asset value per share Ordinary Shares 7 77.84p 96.91p 104.71p C Shares 7 91.15p 98.48p 98.48p These accounts are unaudited and are not the Company's statutory accounts. Unaudited Reconciliation of Movements in Shareholders' Funds For the six months ended 31 October 2008 Six months Year Six months ended ended ended 31 October 30 April 31 October 2008 2008 2007 (unaudited) (unaudited) Notes £ £ £ Opening shareholders' 20,142,891 21,797,419 21,797,419 funds Net share capital bought (85,470) (420,667) (245,655) back in the year (Loss)/profit for the (1,947,966) (374,202) 578,025 year Dividends paid in year 8 (918,110) (859,659) (859,659) ------------ ------------ ------------ Closing shareholders' 17,191,345 20,142,891 21,270,130 funds ======= ======= ======= Unaudited Cash Flow Statement For the six months ended 31 October 2008 Six months Year Six months ended ended ended 31 October 30 April 31 October 2008 2008 2007 (unaudited) (audited) (unaudited) £ £ £ Operating activities Investment income received 521,393 1,150,492 628,472 Investment management fees (213,765) (632,574) (303,556) paid Other cash payments (233,858) (501,954) (439,542) ---------- ---------- ---------- Net cash inflow/(outflow) 73,770 15,964 (114,626) from operating activities Investing activities Acquisition of investments (3,509,131) (3,821,514) (2,660,250) Disposal of investments 757,966 3,131,438 26,436 ---------- ---------- ---------- Net cash outflow from (2,751,165) (690,076) (2,633,814) investing activities Dividends Dividends paid (918,110) (859,659) (859,659) ---------- ---------- ---------- Net cash outflow before (3,595,505) (1,533,771) (3,608,099) liquid resource management Management of liquid resources Movement in money market 3,663,814 1,930,847 4,066,602 and other deposits Financing Purchase of own shares (108,772) (634,801) (483,091) Share capital raised - - - ---------- ---------- ---------- Net cash outflow from (108,772) (634,801) (483,091) financing ---------- ---------- ---------- Decrease in cash (40,463) (237,725) (24,588) ====== ====== ====== Reconciliation of net cash flow to movement in net funds £ £ £ Net funds at start of 89,754 327,479 327,479 period Decrease in cash for the (40,463) (237,725) (24,588) period ---------- ---------- ---------- Net funds at the end of the 49,291 89,754 302,891 period ====== ====== ====== Reconciliation of (loss)/profit on ordinary activities before taxation to net cash inflow/(outflow) from operating activities Six months ended Year ended Six months ended 31 October 2008 30 April 2008 31 October 2007 (unaudited) (audited) (unaudited) £ £ £ (Loss)/profit on ordinary (1,947,966) (374,202) 578,025 activities before taxation Net unrealised losses/ 2,207,313 1,311,782 (482,707) (gains) on investments Net losses/(gains) on - (753,267) (26,436) realisations on investments Transaction costs 29 (14,996) - (Increase)/decrease in (138,647) 22,571 (9,914) debtors Decrease in creditors (46,959) (175,924) (173,594) ---------- ---------- ---------- Net cash inflow/(outflow) 73,770 15,964 (114,626) from operating activities ====== ====== ====== Notes to the unaudited financial statements 1. Principal accounting policies The following accounting policies have been applied consistently throughout the period. Full details of principal accounting policies will be disclosed in the Annual Report. a. Basis of accounting The accounts have been prepared under UK Generally Accepted Accounting Practice (UK GAAP) and, the Statement of Recommended Practice, `Financial Statements of Investment Trust Companies' ("SORP") issued by the Association of Investments Trust Companies in January 2003 and reviewed in 2005. The Half-Yearly Report has not been audited, nor has it been reviewed by the auditors pursuant to the Auditing Practices Board (APB)'s guidance on Review of Interim Financial Information. b. Presentation of the Profit and Loss Account In order to better reflect the activities of a VCT and in accordance with the SORP, supplementary information which analyses the Profit and Loss Account between items of a revenue and capital nature has been presented alongside the profit and loss account. The revenue column of profit attributable to equity shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Section 274 Income Tax Act 2007. c. Investments Investments are recognised on a trade date basis. All investments held by the Company are classified as "fair value through profit and loss" as the Company's business is to invest in financial assets with a view to profiting from their total return in the form of capital growth and income. For investments actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the balance sheet date. Unquoted investments are stated at fair value by the Directors in accordance with the following rules, which are consistent with the International Private Equity Venture Capital Valuation (IPEVCV) guidelines: i. Investments which have been made in the last 12 months are at fair value which, unless another methodology gives a better indication of fair value, will be at cost. ii. Investments in companies at an early stage of their development are also valued at fair value which, unless another methodology gives a better indication of fair value, will be at cost. iii. Where investments have been held for more than 12 months or have gone beyond the stage in their development in (i) or (ii) above, the shares may be valued by applying a suitable price-earnings ratio to that company's historic, current or forecast post-tax earnings before interest and amortisation (the ratio used being based on a comparable sector but the resulting value being discounted to reflect points of difference identified by the Manager compared to the sector, as well as to reflect lack of marketability). Where overriding factors apply, alternative methods of valuation will be used. These will include the application of a material arms-length transaction by an independent third party, cost less provision for impairment, discounted cash flow, or a net asset basis; iv. Where a value is indicated by a material arms-length transaction by a third party in the shares of a company, this value will be used. v. Unquoted investments will not normally be re-valued upwards for a period of at least twelve months from the date of acquisition. Where a company's underperformance against plan indicates a diminution in the value of the investment, provision against cost is made, as appropriate. Where the value of an investment has become permanently impaired below cost, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The Board assess the portfolio for such investments, and after agreement with the Manager, will agree the values that represent the extent to which an investment has become permanently impaired. This is based upon an assessment of objective evidence of that investment's future prospects, to determine whether there is potential for the investment to recover in value. vi. Premium on loan stock investments are accrued at fair value when the Company receives the right to the premium and when considered recoverable. d. Comparatives Investments in the Dublin based money-market funds disclosed in note 10 as Investments at fair value have been reclassified from fixed assets to current assets to reflect more accurately the nature of the investments. These are liquid funds held pending investment and to meet running costs. 2. The Company revoked its status as an investment company on 7 September 2005, so that it can regard realised capital profits as part of the profits available for distribution. 3. Income Six months ended Year ended Six months ended 31 October 2008 30 April 2008 31 October 2007 (unaudited) (audited) (unaudited) £ £ £ Investment income - from ordinary shares 89,488 48,377 23,215 - from preference shares 1,194 3,045 9,195 - from OEIC money market 184,995 442,520 247,452 funds --------- --------- --------- 275,677 493,942 279,862 Interest receivable - from loan stocks 188,052 524,202 217,707 - from bank deposits 882 8,879 3,788 --------- --------- --------- 188,934 533,081 221,495 --------- --------- --------- Total income 464,611 1,027,023 501,357 ===== ===== ===== 4. VAT recoverable On the basis of information supplied by the Company's Investment Managers, as a result of the European Court of Justice ruling that management fees be exempt for VAT purposes, the Directors consider it reasonably certain that the Company will in the foreseeable future obtain a repayment of VAT of not less than £ 114,944. This amount has been recognised as a separate item in the profit and loss account, allocated 25% to revenue and 75% to capital return and is the same proportion as that in which the irrecoverable VAT was originally charged. It is possible that additional amounts of VAT will be recoverable in due course but the Directors are unable at this stage to quantify the sums involved. 5. In accordance with the Company's prospectus dated 10 May 2000, the Directors have charged 75% of the investment management fees to the capital element of the Profit and Loss Account. 6. Earnings and return per share Six months ended 31 October 2008 Year ended 30 April 2008 (unaudited) (audited) Ordinary C Share Total Ordinary C Share Total Share Fund Fund Share Fund Fund £ £ £ £ £ £ Total earnings (1,505,646) (442,320) (1,947,966) (633,730) 259,528 (374,202) after taxation: Basic earnings (13.12)p (4.84)p (5.38)p 2.84p per share (note a) Revenue profit 124,694 116,903 241,597 214,894 242,682 457,576 from ordinary activities after taxation Revenue return 1.09p 1.28p 1.82p 2.65p per share (note b) Net realised (29) - (29) (1,388,204) 76,422 (1,311,782) capital (losses) /gains on investments Net gains on (1,644,871) (562,442) (2,207,313) 688,893 64,374 753,267 realisations of investments VAT recoverable 54,177 32,031 86,208 - - - Capital (39,617) (28,812) (68,429) (149,313) (123,950) (273,263) management fees less taxation Total capital (1,630,340) (559,223) (2,189,563) (848,624) 16,846 (831,778) profit/(losses) on ordinary activities after taxation Capital return (14.21)p (6.12)p (7.20)p 0.19p per share (note c) Weighted average 11,473,436 9,145,990 11,789,161 9,145,990 number of shares in issue in the year Six months ended 31 October 2007 (unaudited) Ordinary C Share Fund Total Share Fund £ £ £ Total earnings 319,132 258,893 578,025 after taxation: Basic earnings per 2.68p 2.83p share (note a) Revenue profit 104,057 114,125 218,182 from ordinary activities after taxation Revenue return per 0.87p 1.25p share (note b) Net realised 26,436 - 26,436 capital (losses)/ gains on investments Net gains on 273,973 208,734 482,707 realisations on investments VAT recoverable - - - Capital management (85,334) (63,966) (149,300) fees less taxation Total capital 215,075 144,768 359,843 profit/(losses) on ordinary activities after taxation Capital return per 1.81p 1.58p share (note c) Weighted average 11,919,317 9,145,990 number of shares in issue in the year Notes a. Basic earnings per share is total earnings after taxation divided by the weighted average number of shares in issue. b. Revenue return per share is net revenue after taxation divided by the weighted average number of shares in issue. c. Capital return per share is total capital return divided by the weighted average number of shares in issue. 7. Net asset value per share As at As at As at 31 October 2008 30 April 2008 31 October 2007 (unaudited) (audited) (unaudited) Ordinary C Share Ordinary C Share Ordinary C Share Share Fund Fund Share Fund Fund Share Fund Fund £ £ £ £ £ £ Net assets 8,854,954 8,336,391 11,135,530 9,007,361 12,263,403 9,006,727 Number of 11,375,533 9,145,990 11,491,008 9,145,990 11,711,489 9,145,990 shares in issue ---------- ---------- ---------- ---------- ---------- ---------- Net asset 77.84 p 91.15 p 96.91p 98.48p 104.71p 98.48p value per Share (pence) 8. Dividends Six months to Year to Six months to 31 October 2008 30 April 2008 31 October 2007 (unaudited) (audited) (unaudited) £ £ £ Ordinary Share Fund Dividends paid in period - 689,460 722,467 722,467 6 pence per share (30 April 2008: 6 pence; 31 October 2007: nil) C Share Fund Dividends paid in period - 228,650 137,192 137,192 2.5 pence per share (30 April 2008: 1.5 pence; 31 October 2007: nil) Under FRS21, dividends are presented within the Reconciliation of Movement in Shareholders' Funds rather than the Profit and Loss Account, in the period in which they are irrevocably paid. 9. Summary of non-current asset investments at fair value during the period Traded on Unlisted or Preference Qualifying Total AIM traded on Shares loans OFEX £ £ £ £ £ Cost at 1 May 2008 654,692 3,706,117 41,616 7,344,617 11,747,042 Unrealised (losses)/ (287,983) 1,884,517 (1,255) (529,818) 1,065,461 gains at 1 May 2008 Permanent impairment at (250,000) (1,000,000) - - (1,250,000) 1 May 2008 ---------- ---------- ---------- ---------- ---------- Value at 1 May 2008 116,709 4,590,634 40,361 6,814,799 11,562,503 Purchases at cost - 1,380,884 960 2,127,287 3,509,131 Sale proceeds - (273,722) - (371,514) (645,236) Increase in unrealised (42,565) (1,374,665) (2,024) (788,059) (2,207,313) losses ---------- ---------- ---------- ---------- ---------- Cost/valuation at 31 74,144 4,323,131 39,297 7,782,513 12,219,085 October 2008 ====== ====== ====== ====== ====== Book cost at 31 October 654,692 4,813,279 42,576 9,100,390 14,610,937 2008 Unrealised losses at 31 (580,548) (490,148) (3,279) (1,317,877) (2,391,852) October 2008 ---------- ---------- ---------- ---------- ---------- Valuation at 31 October 74,144 4,323,131 39,297 7,782,513 12,219,085 2008 ====== ====== ====== ====== ====== Unrealised (losses)/ (287,983) 1,884,517 (1,255) (529,818) 1,065,461 gains at 1 May 2008 Net movement in (42,565) (1,374,665) (2,024) (788,059) (2,207,313) unrealised appreciation in the period Permanent impairment at (250,000) (1,000,000) - - (1,250,000) 31 October 2008 ---------- ---------- ---------- ---------- ---------- Losses on investments (580,548) (490,148) (3,279) (1,317,877) (2,391,852) at 31 October 2008 ====== ====== ====== ====== ====== Disposals of investments in the Cash Flow Statement are £112,730 more than disclosed above. This is due to cash received in respect of the disposal of Clarity Commerce Solutions plc in the previous period. 10. Investments at fair value These comprise investments in five Dublin based OEIC money market funds, managed by Barclays Global Investors (two funds), Royal Bank of Scotland, Prime Rate Capital Management, Scottish Widows Investment Partnership and Blackrock (formerly Merrill Lynch). £4,655,274 (30 April 2008: £8,319,436; 31 October 2007: £6,184,699) of this sum is subject to same day access, while £39,086 (30 April 2008: £38,738; 31 October 2007: £37,720) is subject to two day access. 11. Capital and reserves for the period ended 31 October 2008 Cancelled Called up Capital Capital share Profit share capital redemption reserve premium and Loss Total reserve (unrealised) account - Account distributable reserve £ £ £ £ £ £ At 1 May 2008 206,370 16,896 1,065,461 10,881,648 7,972,516 20,142,891 Shares bought (1,155) 1,155 - (85,470) - (85,470) back Transfer of - - - (68,429) 68,429 - realised capital losses from Cancelled Share Premium account (see note below) Dividends paid - - - - (918,110) (918,110) (Loss)/profit - - (2,207,313) - 259,347 (1,947,966) for the year --------- --------- --------- --------- --------- --------- At 31 October 205,215 18,051 (1,141,852) 10,727,749 7,382,182 17,191,345 2008 ===== ===== ===== ===== ===== ===== The cancelled share premium account for each Fund provides the Company with a special reserve out of which it can fund buy-backs of each Fund's Shares as and when it is considered by the Board to be in the interests of the Shareholders, and to absorb any existing and future realised losses. Under Resolution 7 of the Annual General Meeting held on 10 September 2008, each class of Shareholders authorised the Company to purchase its own shares pursuant to section 166 of the Companies Act 1985. The authority is limited to a maximum of 14.99% of the issued Ordinary Share Capital of the Company or, as the case maybe, 14.99% of the C Share capital, and will unless previously revoked or renewed expire on the conclusion of the Annual General Meeting of the Company to be held in 2009. The maximum price that may be paid for Ordinary Shares and C Shares will be an amount equal to 105 per cent of the average of the middle market quotation as taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which that Ordinary Share or, as the case maybe, C Share, is purchased. The minimum price that may be paid for Ordinary Shares and C Shares is 1 penny per share. The authority provides that the Company may make a contract to purchase Ordinary Shares or, as the case maybe, C Shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares or C Shares pursuant to such contract. 12. Related party transactions Kenneth Vere Nicoll is a director and shareholder of Matrix Group Limited, which owns Matrix-Securities Limited, MPE Partners Limited and has a 51% interest in Prime Rate Capital Management LLP. MPE Partners Limited has a 50% interest in Matrix Private Equity Partners LLP, the Company's Investment Manager. He is also a director of Matrix-Securities Limited who act as promoter to the Company but received no fees for any of the periods under review, and provided accountancy and company secretarial services to the Company for which it received payment of £46,180 (year ended 30 April 2008: £93,493; 6 months ended 31 October 2007: £44,404) including VAT during the year. £Nil (30 April 2008: £Nil; 31 October 2007: £Nil) was payable to Matrix Securities Limited at the period-end. Matrix Private Equity Partners LLP is the Company's Investment Manager in respect of venture capital investments and earned fees of £141,022 (year ended 30 April 2008: £500,439 including VAT; 6 months ended 31 October 2007: £260,989 including VAT), excluding VAT for the year. The Company has invested £1,028,206 in a liquidity fund managed by Prime Rate Capital Management LLP, and earned income of £28,873 from this fund in the period. Details of co-investments by other Funds managed by MPEP can be found in the Investment Portfolio Summary above. 13. The financial information set out in this report has not been audited and does not comprise full financial statements within the meaning of section 240 of the Companies Act 1985. The audited accounts for the Company for the year ended 30 April 2008, on which the auditors gave an unqualified report, have been delivered to the Registrar of Companies. 14. Copies of this statement are being sent to all Shareholders. Further copies are available free of charge from the Company's registered office, One Vine Street, London, W1J 0AH or from www.mig2vct.co.uk. Shareholder Information Shareholders wishing to follow the Company's progress can visit the Company's website at www.mig2vct.co.uk which contains publicly available information or links to information about our largest investments, the latest NAV and the share price. The London Stock Exchange's website at www.londonstockexchange.com /en-gb/pricesnews provides up to the minute details of the share price and latest NAV announcements, etc. A number of commentators such as Allenbridge at www.taxshelterreport.co.uk provide comparative performance figures for the VCT sector as a whole. The share price is also quoted in the Financial Times. The Company circulates a bi-annual newsletter to Shareholders in the quarters in which it does not publish annual or half-yearly accounts. The next edition will be distributed in March 2009. Net asset value per share The Company's NAV per share as at 31 October 2008 was 77.84 pence per Ordinary Share and 91.15 pence per C Share. The Company announces its unaudited NAV on a quarterly basis. Dividend The Board is not recommending the payment of an interim dividend in respect of the six months ended 31 October 2008 to either Ordinary Shareholders or C Shareholders. The Directors will consider the payment of final dividends in respect of the year-ending 30 April 2009 when they review the full year results. Shareholders who wish to have future dividends paid directly into their bank account rather than sent by cheque to their registered address can complete a mandate for this purpose. Mandates can be obtained by contacting the Company's Registrars, Capita Registrars at the address below. Shareholder enquiries: For enquiries concerning the investment portfolio, please contact the Investment Manager, Matrix Private Equity Partners LLP, on 020 3206 7266 or by e-mail to info@matrixpep.co.uk. For information on your holding, to notify the Company of a change of address or to request a dividend mandate form (should you wish to have future dividends paid directly into your bank account) please contact the Company's Registrars, Capita Registrars, on 0871 664 0300, (calls cost 10p per minute plus network extras - if calling from overseas please dial +44 208 639 3399) or write to them at Northern House, Woodsome Park, Fennay Bridge, Huddersfield, West Yorkshire, HD8 0LA. Alternatively you can contact them via their web site at www.capitaregistrars.com. Corporate Information Directors Nigel Melville (Chairman) Adam Kingdon Sally Leeson Kenneth Vere Nicoll Company's registered office and head office One Vine Street London W1J 0AH Company Registration Number 3946235 Website www.mig2vct.co.uk Secretary Investment Manager Promoter and Company Accountants Matrix-Securities Matrix Private Equity Matrix-Securities Limited Partners LLP Limited One Vine Street One Vine Street One Vine Street London London London W1J 0AH W1J 0AH W1J 0AH e-mail: e-mail: mig2@matrixgroup.co.uk info@matrixpep.co.uk Auditors and Tax Advisers VCT Tax Adviser Solicitors PKF (UK) LLP PricewaterhouseCoopers LLP Martineau Farringdon Place 1 Embankment Place No 1 Colmore Square 20 Farringdon Road London Birmingham London WC2N 6RN B4 6AA EC1M 3AP Also at 35 New Bridge Street London EC4V 6BW Bankers Sponsors and Stockbrokers Registrar Barclays Bank plc Matrix Corporate Capital LLP Capita Registrars PO Box 544 One Vine Street Northern House 54 Lombard Street London Woodsome Park London W1J 0AH Fennay Bridge EC3V 9EX Huddersfield West Yorkshire HD8 0LA

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