Half-yearly Report

Matrix Income & Growth 2 VCT plc ("the Company") Half-Yearly Report for the six months ended 31 October 2010 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 As at 31 October 2010 - Increase of 6.3% in net asset value (NAV) per Ordinary Share over the six month period - Increase of 7.0% in total Ordinary shareholder return (net asset value basis) over the six month period - Decrease of 0.8% in total Ordinary shareholder return (share price basis) over the six month period Half-yearly results for the six months ended 31 October 2010 Ordinary Shares of 1 pence (formerly C Shares until 10 September 2010) Net Net asset Cumulative NAV total return Share Share price assets value per dividends to shareholders price total return Share paid per since launch per (p)1 to (£ million) (NAV) (p) share (p) Share (p) shareholders (p) Ordinary Share Fund (formerly C Share Fund until 10 September 2010) As at 31 24.5 93.0 6.0 99.0 56.0 62.0 October 2010 As at 30 15.2 87.5 5.0 92.5 57.5 62.5 April 2010 As at 31 14.9 85.4 5.0 90.4 57.5 62.5 October 2009 At close of 8.7 94.5 - - - - Offer for subscription in 2005 Net Net asset Cumulative NAV total return Share Share price assets value per dividends to shareholders price total return Share paid per since launch per (p)1 to (£ million) (NAV) (p) share (p) Share (p) shareholders (p) Former Ordinary Share Fund (raised in 2000/2001) As at 31 - 76.9 26.8 103.7 - - October 2010 * As at 30 8.1 72.1 26.8 98.9 40.5 67.3 April 2010 As at 31 7.5 66.3 26.8 93.1 52.0 78.8 October 2009 At close of 12.4 94.0 - - - - Offer for subscription in 2001 1 Source: London Stock Exchange * The data at 31 October 2010 shows the return on an initial subscription price of 100p at the date of inception of the former Ordinary Share Fund taken from the next table, divided by £10,000. The table below shows the NAV total return at 31 October 2010 for a shareholder that invested £10,000 at £1 per share at the date of launch of a particular fundraising. BEFORE BENEFIT OF INITIAL INCOME TAX RELIEF Fund Number of Net Dividends NAV total Profit/ shares held Asset paid to return to (loss) post-merger Value shareholders shareholders before (NAV) since since income at 31 subscription subscription tax October relief1 2010 (£) (£) (£) (£) Ordinary Share Fund (formerly C Share 10,000 9,299 600 9,899 (101) Fund) 2005/2006 Ordinary Share Fund (formerly C Share Fund) 2008/2009 10,823 10,064 200 10,264 264 (10,823 shares issued for £10,000 at 92.39p per share) Former Ordinary Share Fund (raised 8,2702 7,690 2,679 10,369 369 2000/2001) 1 NAV total return minus initial investment cost (before applicable income tax relief). 2 Number of shares held post-merger has been calculated by multiplying a notional 10,000 former ordinary shares for a £10,000 investment by the merger conversion ratio of 0.827. AFTER BENEFIT OF INITIAL INCOME TAX RELIEF Fund Rate Cost Net Asset Dividends NAV total Profit/ of net of Value paid to return to (loss) Income income (NAV) at shareholders shareholders after tax tax 30 since since income relief relief September subscription subscription tax 2010 relief2 (£) (£) (£) (£) (£) % Ordinary Share Fund (formerly C 40% 6,000 9,299 600 9,899 3,899 Share Fund) 2005 /2006 Ordinary Share Fund (formerly C Share Fund) 2008 /2009 (10,823 30% 7,000 10,064 200 10,264 3,264 shares issued for £10,000 at 92.39p per share) Former Ordinary Share Fund 20% 1 8,000 7,690 2,679 10,369 2,369 (raised 2000/ 2001) 1 Additional capital gains tax deferral relief of up to £4,000 available to qualifying shareholders. 2 NAV total return minus cost net of income tax relief. 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. Uninvestedfunds 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. The additional £7.3 million funds raised by the Company after 6 April 2006 are subject to a £7 million gross assets test for an investment to be VCT qualifying. 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. 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 three 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. Management The Board has overall responsibility for the Company's affairs including the determination of its investment policy. Investment and divestment proposals are originated, negotiated and recommended by the Manager and are then subject to formal approval by the Directors. Matrix Private Equity Partners LLP provides Investment Advisory, Company Secretarial and Accountancy services to the VCT. 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 2010 to 31 October 2010. Overview The first six months of the financial year have seen tentative signs of recovery and a gradual building of market confidence following a period of political and economic uncertainty. However, more recently, signs of volatility and uncertainty have returned in response to public sector spending cuts and worries over European sovereign debt. Against this background, it is pleasing to report that the majority of portfolio companies continue to trade profitably and valuations since 30 April 2010 have increased by 15.8%. The significant contributors to this increase were Iglu.com, British International and ATG Media, which have all been trading ahead of their budgets. During the period, the Company completed one new investment and, shortly after the period end, made three new investments. A small follow-on investment was made in Monsal, and Monsal prepaid part of its loan stock, both at the same time as a third party investment by Four Winds Capital. In October, the Company invested alongside other Matrix-advised VCTs in Aust Recruitment Group Limited to support the management buyout (MBO) of RDL Corporation Limited, a recruitment company specialising in the pharmaceutical, business intelligence and IT sectors. In December, the Company invested in a new fundraising by Omega Diagnostics Group plc, an AIM-quoted in-vitro diagnostics company, Faversham House Holdings Limited, a family owned business to business media company, and Apricot Trading Limited to support the MBO of Automated Systems Group plc, a provider of printer and copier services. ATG Media and DiGiCo prepaid loan stocks plus premia during the six month period. The overall performance of the portfolio remains satisfactory in the current economic circumstances. Several companies, such as DiGiCo, Iglu.com and ATG Media, are continuing to generate record profits, whilst others, which have been badly hit by the recession, are seeing their profits begin to recover. Amongst them are Blaze Signs, British International and Youngman. Further details can be found in the Investment Manager's Review. Share class merger The share class merger completed on 10 September 2010 following shareholder approval at the Extraordinary General Meeting convened the previous day. The original Ordinary Shares were redesignated as 9,311,376 C Shares and 1,947,957 deferred shares, based on a conversion ratio of 0.82701277. The C Shares were redesignated as ordinary shares ("Ordinary Shares") and the 1,947,957 deferred shares arising from the merger were bought back for an aggregate price of 1p. Performance The Net Asset Value ("NAV") per new Ordinary Share at 31 October 2010 was 92.99 pence, an underlying increase of 10.1% when compared with 85.38 pence per C Share as at 31 October 2009 or 7.5% increase when compared to the NAV per C Share of 87.47 pence at 30 April 2010, both after allowing for the payment of a 1p dividend. The NAV total return since launch was 99.0 pence per share (30 April 2010: 92.5 pence per share). To assist shareholders to monitor the performance of their original Ordinary or C Share investment in a particular fundraising on a consistent basis, we have included separate performance data on pages X - X. Return to Shareholders The results for this period are set out on the following pages and show a revenue loss (after tax) of 0.08 pence per new Ordinary Share (31 October 2009: loss of 0.20 pence). The total gain (after tax) was 7.54 pence per new Ordinary Share (31 October 2009: gain of 0.14 pence). Revenue returns continue to be adversely affected by historically low levels of interest rates, whilst a number of investee companies remain unable to pay their loan stock interest. Two investee companies have, however, resumed loan interest payments. The period under review has also been affected by the one-off costs of the share class merger in September, of approximately £59,000. Although the Investment Policy was amended to enable the Company to consider a wider variety of assets for funds awaiting investment, the returns available have not been considered sufficient for the increased risk involved. Liquidity The Company retains significant cash reserves of £10.5 million, having remained cautious for the last two years. In addition, the two acquisition companies retain £1 million each. The Company remains well positioned to make new investments and support deserving portfolio companies if required. Share Buybacks No original Ordinary or C Shares were bought back prior to the merger. Since the merger, 318,470 new Ordinary Shares were bought back for cancellation, at an average price of 54.0 pence per share. Dividends The Board's objective is, subject to the availability of sufficient reserves and liquidity, to distribute regular and consistent dividends. The Board intends to review the level of dividends to be paid at the year-end. Outlook The majority of companies in the portfolio continue to trade profitably and a number are reporting results ahead of budget. However, the economic environment will continue to be tough for small companies and your Board and Investment Manager will continue to monitor economic conditions. It is hoped that a number of attractive investment opportunities will be identified in the remainder of the financial year. I would like to thank all our Shareholders for their continuing support. Nigel Melville Chairman 23 December 2010 PRINCIPAL RISKS AND UNCERTAINTIES In accordance with Disclosure and Transparency Rule (DTR) 4.2.7, the Board considers that the principal risks and uncertainties facing the Company have not materially changed from those identified in the Annual Report and Accounts for the year ended 30 April 2010. The principal risks faced by the Company are: - economic risk; - loss of approval as a Venture Capital Trust; - investment and strategic risk; - regulatory risk; - financial and operating risk; - market risk; - asset liquidity risk; - market liquidity risk; - credit/counterparty risk. A detailed explanation of the principal risks facing the Company can be found in the 2010 Annual Report and Accounts on page 23. Copies are available from www.mig2vct.co.uk. Related Party Transactions Details of related party transactions in accordance with DTR 4.2.8 can be found in Note 13 to the Financial Statements below. Responsibility Statement The Directors confirm that to the best of their knowledge: - the condensed set of financial statements, which have been prepared in accordance with the statement "Half-Yearly Reports" issued by the Accounting Standards Board, give a true and fair view of the assets, liabilities, financial position and profit of the Company as at 31 October 2010, as required by DTR 4.2.4; - the interim management report included within the Chairman's Statement, Investment Manager's Review and Investment Portfolio Summary includes a fair review of the information required by DTR 4.2.7 being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; - a description of the principal risks and uncertainties facing the Company for the remaining six months is set out above, in accordance with DTR 4.2.7; and - the financial statements include a description of the related party transactions in the first six months of the current financial year that have materially affected the financial position or performance of the Company during the period, and any material changes to the related party transactions since the last Annual Report, in accordance with DTR 4.2.8. For and on behalf of the Board: Nigel Melville Chairman 23 December 2010 INVESTMENT MANAGER'S REVIEW Overview The UK private equity market has continued to be challenging and this has been a leading factor affecting new deals and realisations. The period of political and economic uncertainty that has affected the six months under review has meant that there have been very few deals of the right quality coming to market. In addition, vendors' price expectations have, in our view, been unrealistic and unsustainable over the medium term. We are increasingly hopeful that this period of uncertainty is drawing to a close and have begun to see some evidence that more attractively priced opportunities are beginning to emerge. Investment Activity Our new investment activity continues to focus on management buyouts. We seek to capitalise companies conservatively at the time of investment so that they are well positioned to contend with an uncertain macro-economic environment. In October 2010, your Company completed a £1 million investment in Aust Recruitment Group Limited to support the MBO of RDL Corporation Limited (RDL). RDL is a European recruitment provider within the pharmaceutical, business intelligence and IT sectors based in London and Woking. The company, which employs 70 staff, was established in 1992. It sources staff for over 300 major companies, matching niche professionals with demanding contract assignments and staff positions. Three new investments were completed after the period end: Firstly, your Company invested £215,000 for shares in the AIM-listed Omega Diagnostics Group plc. Based in Alva, Scotland this company provides high quality in-vitro diagnostics products for use in hospitals, blood banks, clinics and laboratories in over 100 countries and specialises in the areas of food intolerance, autoimmune and infectious diseases. Secondly, £374,870 was invested to support the MBO of Faversham House Group Limited. Based in Croydon, this is an established, family owned media company providing magazines, exhibitions and online resources in the environment and sustainability, visual communications and building services sectors. Lastly, £917,458 was invested in Apricot Trading Limited to support the MBO of Automated Systems Group plc. The business provides printer and copier services to schools and SMEs around Cambridge, Milton Keynes and East Anglia. DiGiCo Europe continues to trade exceptionally well and ahead of its investment plan. In June, it prepaid £74,747 of loan stock (including premium) and in July paid a dividend of £69,574 to the Company. Monsal completed a second investment round in July that brought in a new investor, FourWinds Capital. The specialist investor, Waste Resources Fund (managed by FourWinds), invested £4 million as part of a total commitment of £ 14 million, at a valuation significantly greater than MIG 2's original cost and previous valuation. At the same time, your Company invested £1,717 for further shares in this investment round, while Monsal prepaid £85,450 of loan stock back to the Company. This company continues to progress a number of waste contracts, exploiting its acknowledged expertise in anaerobic digestion technology. Delays in finalising current projects and commissioning contracts from potential clients have meant that Monsal's revenues continue to be lumpy. As such, its valuation has been reduced from £1,391,033 at 31 July 2010 to cost of £770,717. We remain hopeful that the significant investment by Four Winds will result in higher future returns for the Company. In October 2010, ATG Media prepaid £95,988 of loan stock to the Company. ATG Media has been performing ahead of budget; its online auction technology continues to generate significant interest and its magazine advertising revenues have improved following a reduced spend by auction houses in 2009. Portfolio Highlights At 31 October 2010, the investment portfolio comprised 20companies at a cost of £14.9 million and current valuation of £14.0 million. On a like for like basis the portfolio has increased by 15.8% compared with the valuations prevailing at 30 April 2010. Over the same period the FTSE All-Share and FTSE SmallCap indices have risen by 2.5% and 3.9% respectively. A number of portfolio companies have continued to perform strongly: British International is exceeding its budget for the year. Its helicopter support for the Falkland Islands oil & gas drilling continues and its passenger service between Penzance and Scilly Isles benefited from better summer weather and improved fleet reliability. The company has also agreed terms with Sainsbury for the sale, subject to planning permission, of its Penzance heliport site, which will enable it to invest in new helicopter capacity. Blaze Signs is beginning to see increased demand for its services, having successfully cut costs, and expects to exceed budget in the last two months of 2010. Vectair is trading ahead of budget and making further progress in export markets including the Middle East and India. Racoon's profitability is also ahead of budget, albeit well below pre-investment expectations. Iglu.com has been trading strongly and is ahead of its investment plan. Its valuation at 31 October 2010 has now moved upwards from cost of £1 million to £1,662,778 on an earnings valuation basis. Despite seeing a fall in licence income, VSI has gained from the relative weakness of sterling and is developing a number of strategic relationships. Focus Pharma continues to trade well, with growth in year-on-year sales of all its products. However, the construction and house building sectors remain weak and Youngman, PXP and Plastic Surgeon continue to trade well below pre-economic downturn levels. In response, each business has reduced its costs and managed its cash resources effectively. Youngman has almost fully repaid its acquisition debt since investment and should benefit from an upturn in its markets. PXP has reduced its exposure to private sector house builds and public sector funded housing associations, towards commercial buildings such as hotels and doctors' surgeries. Plastic Surgeon has diversified into commercial property and insurance markets. Disappointingly and, despite issuing a trading update which was only slightly behind market expectations, Legion Group requested a suspension of its shares pending clarification of its working capital position in July. Unfortunately, it was unable to agree a repayment plan with a major creditor and the business was placed into administration in August and the business subsequently sold to OCS Group. In June, Award International announced it had agreed terms for a reverse takeover of Fuse 8 Group Limited, a digital marketing services provider, for an all-share consideration. The business changed its name to Fuse 8 plc and its enlarged share capital was re-admitted to AIM in July. The two acquisition companies, Backbarrow and Vanir Consultants, continue to search for suitable investments in their chosen sectors. Outlook Although the economic environment remains uncertain, we are becoming more confident that the threats to the financial health of our portfolio companies have diminished. A more stable political and economic environment should allow smaller companies to plan for the future and we expect to see increasingly attractive opportunities coming forward. We continue to believe that the portfolio, taken as a whole, is resilient and of high quality and we expect to unlock additional value over time. Having retained significant uninvested cash, the VCT is well placed to support certain portfolio companies should the need arise and to capitalise on attractive new investment opportunities. Matrix Private Equity Partners LLP 23 December 2010 INVESTMENT PORTFOLIO SUMMARY As at 31 October 2010 Date of Total Book cost Valuation % of first net investment assets by value £ £ Qualifying investments AiMquoted investments Fuse 8 plc (formerly Award International Holdings plc) March 2004 250,000 7,500 0.0% Sales promotion activities Vphaseplc (formerly Flightstore Group plc) March 2001 254,586 3,802 0.0% Development of energy saving devices for domestic use ---- ---- ---- 504,586 11,302 0.0% Unquoted investments DiGiCoEurope Limited July 2007 495,651 1,798,711 7.3% Design and manufacture of audio mixing desks Iglu.com Holidays Limited December 2010 1,000,001 1,662,777 6.8% Online ski and cruise travel agent British International Holdings Limited June 2006 1,000,000 1,246,731 5.1% Supplier of helicopter services ATG Media Holdings Limited October 2008 767,907 1,117,307 4.6% Antiques publication AustRecruitment Group Limited October 2010 1,000,000 1,000,000 4.1% Recruitment consultants for the pharmaceutical, business intelligence and IT industries Backbarrow Limited April 2010 1,000,000 1,000,000 4.1% Company seeking to invest in food manufacturing, distribution and brand management Vanir Consultants Limited October 2008 1,000,000 1,000,000 4.1% Company seeking to acquire businesses in the database management, mapping or data mapping sectors VSI Limited April 2006 308,643 938,622 3.8% Developer and marketer of 3D software Focus Pharma Holdings Limited October 2007 660,238 897,783 3.7% Licensing and distribution of generic pharmaceuticals Monsal Holdings Limited December 2007 770,717 770,717 3.1% Engineering services to water and waste sectors Youngman Group Limited October 2005 1,000,052 699,966 2.9% Manufacturer of ladders and access towers Vectair Holdings Limited January 2006 243,784 416,056 1.7% A provider of air care and sanitary washroom products Racoon International Holdings Limited December 2006 878,527 400,825 1.6% Supplier of hair extensions, hair care products and training Campden Media Limited January 2006 975,000 345,728 1.4% Magazine publisher and conference organiser Blaze Signs Holdings Limited April 2006 1,398,498 307,610 1.3% Sign writer The Plastic Surgeon Holdings Limited April 2008 392,264 98,067 0.4% Snagging and finishing of domestic and commercial properties PXP Holdings Limited (Pinewood Structures) December 2006 1,163,436 - 0.0% Designer, manufacturer and supplier of timber frames for housing Legion Group plc (in administration) August 2005 150,000 - 0.0% Provision of manned guarding, mobile patrolling, and alarm response services ---- ---- ---- 14,204,718 13,700,900 56.0% ---- ---- ---- Total qualifying investments 14,709,304 13,712,202 56.0% Non-qualifying investments Money market funds 2 10,419,732 10,419,732 42.5% British International Holdings Limited 160,000 320,000 1.3% Cash 119,290 119,290 0.5% Legion Group plc (in administration) 106 - 0.0% ---- ---- ---- Total non-qualifying investments 10,699,128 10,859,022 44.3% Debtors 100,482 0.4% Creditors (179,829) (0.7%) ---- ---- Net assets 24,491,877 100.0% ==== ==== 1 As at 31 October 2010 the Company 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. UNAUDITED INCOME STATEMENT For the six months ended 31 October 2010 Six months ended 31 October 2010 (unaudited) Notes Revenue Capital Total £ £ £ Unrealised gains/(losses) on investments held at fair value - 1,819,526 1,819,526 Realised (losses)/gains on investments held at fair value - (64,323) (64,323) Income 3 295,154 - 295,154 Recoverable VAT - - - Investment management expense 4 (63,892) (191,675) (255,567) Merger costs 12 (58,797) - (58,797) Other expenses (188,410) - (188,410) ---- ---- ---- (Loss)/profit on ordinary activities before (15,945) 1,563,528 1,547,583 taxation Tax on (loss)/profit on ordinary activities - - - ---- ---- ---- (Loss)/profit on ordinary activities after taxation (15,945) 1,563,528 1,547,583 ==== ==== ==== Basic and diluted earnings per share Ordinary Shares (formerly C Shares) 6 (0.08)p 7.62p 7.54p Ordinary shares 6 - - - Year ended 30 April 2010 (audited) Notes Revenue Capital Total £ £ £ Unrealised gains/(losses) on investments held at fair value - 1,239,386 1,239,386 Realised (losses)/gains on investments held at fair value - (46,352) (46,352) Income 3 383,511 - 383,511 Recoverable VAT 3,399 10,197 13,596 Investment management expense 4 (113,588) (340,765) (454,353) Merger costs 12 - - - Other expenses (412,825) - (412,825) ---- ---- ---- (Loss)/profit on ordinary activities before taxation (139,503) 862,466 722,963 Tax on (loss)/profit on ordinary activities - - - ---- ---- ---- (Loss)/profit on ordinary activities after taxation (139,503) 862,466 722,963 ==== ==== ==== Basic and diluted earnings per share Ordinary Shares (formerly C Shares) 6 (0.57)p 2.74p 2.17p Ordinary shares 6 (0.35)p 3.43p 3.08p Six months ended 31 October 2009 (unaudited) Notes Revenue Capital Total £ £ £ Unrealised gains/(losses) on investments held at fair value - (72,303) (72,303) Realised (losses)/gains on investments held at fair value - 16,188 16,188 Income 3 180,605 - 180,605 Recoverable VAT 3,299 9,897 13,196 Investment management expense 4 (57,813) (173,437) (231,250) Merger costs 12 - - - Other expenses (185,001) - (185,001) ---- ---- ---- (Loss)/profit on ordinary activities before taxation (58,910) (219,655) (278,565) Tax on (loss)/profit on ordinary activities - - - ---- ---- ---- (Loss)/profit on ordinary activities after taxation (58,910) (219,655) (278,565) ==== ==== ==== Basic and diluted earnings per share Ordinary Shares (formerly C Shares) 6 1.28p 0.34p (4.84)p Ordinary shares 6 0.15)p (2.59)p (2.74)p The total column of this statement is the profit and loss account of the Company. All revenue and capital items in the above statement derive from continuing operations. There were no other recognised gains or losses in the period. Other than revaluation movements arising on investments held at fair value through profit and loss there were no differences between the profit/(loss) as stated above and at historical cost. The notes to the unaudited financial statements below form part of these Half-Yearly financial statements. UNAUDITED BALANCE SHEET As at 31 October 2010 31 October 2010 30 April 2010 31 October 2009 (unaudited) (audited) (unaudited) Notes £ £ £ Fixed Assets Assets held at fair value through profit and loss - investments 9 14,032,202 11,531,467 10,607,209 Current Assets Debtors and prepayments 100,482 61,007 63,124 Investments at fair value 10 10,419,732 11,752,413 11,665,160 Cash at bank 119,290 88,424 55,659 ---- ---- ---- 10,639,504 11,901,844 11,783,943 Creditors: amounts falling due within one year (179,829) (142,362) (73,831) ---- ---- ---- Net current assets 10,459,675 11,759,482 11,710,112 ---- ---- ---- Net assets 24,491,877 23,290,949 22,317,321 ==== ==== ==== Capital and reserves 11 Called up share capital 263,392 286,057 286,556 Capital redemption reserve 43,255 20,590 20,091 Share premium account - - 7,208,326 Capital reserve - unrealised (437,102) (2,337,230) (2,785,223) Special distributable reserve 16,896,264 17,411,237 10,398,139 Profit and loss account 7,726,068 7,910,295 7,189,432 ---- ---- ---- 24,491,877 23,290,949 22,317,321 ==== ==== ==== Net asset value per share New Ordinary Shares (formerly C Shares) 7 92.99p 87.47p 85.38p Ordinary Shares 7 - 72.10p 66.29p 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 2010 Six months ended Year ended Six months ended 31 October 2010 30 April 2010 31 October 2009 (unaudited) (audited) (unaudited) Notes £ £ £ Opening shareholders funds 23,290,949 22,319,144 22,319,144 Net share capital issued in the year (net of expenses) - 501,824 501,824 Net share capital bought back (173,192) (78,141) (50,241) Profit/(loss) for the year 1,547,583 722,963 (278,565) Dividends paid in year 8 (173,463) (174,841) (174,841) ---- ---- ---- Closing shareholders' funds 24,491,877 23,290,949 22,317,321 ==== ==== ==== UNAUDITED CASH FLOW STATEMENT for the six months ended 31 October 2010 Six months ended Year ended Six months ended 31 October 2010 30 April 2010 31 October 2009 (unaudited) (audited) (unaudited) £ £ £ Operating activities Investment income received 264,365 367,037 185,626 VAT received and interest thereon - 136,235 120,068 Investment management fees paid (255,567) (457,011) (234,308) Merger costs paid by the Company (28,338) - - Other cash payments (200,416) (364,709) (212,861) ---- ---- ---- Net cash outflow from operating activities (219,956) (318,448) (141,475) Investing activities Acquisition of investments (1,001,717) (1,597,310) - Disposal of investments 256,185 2,155,781 233,580 ---- ---- ---- Net cash (outflow)/inflow from investing activities (745,532) 558,471 233,580 Dividends Dividends paid (173,463) (174,841) (174,841) ---- ---- ---- Net cash (outflow)/inflow before liquid resource management and financing (1,138,951) 65,182 (82,736) Movement in money market and other deposits 1,332,681 (553,651) (466,398) Financing Purchase of own shares (162,864) (78,141) (50,241) Share capital raised (net of expenses) - 593,688 593,688 ---- ---- ---- Net cash (outflow)/inflow from financing (162,864) 515,547 543,447 ---- ---- ---- Increase/(decrease) in cash 30,866 27,078 (5,687) ==== ==== ==== Reconciliation of net cash flow to movement in net funds £ £ £ Net funds at start of period 88,424 61,346 61,346 Increase/(decrease) in cash for the period 30,866 27,078 (5,687) ---- ---- ---- Net funds at the end of the period 119,290 88,424 55,659 ==== ==== ==== Reconciliation of profit/(loss) on ordinary activities before taxation to net cash outflow from operating activities Six months ended Year ended Six months ended 31 October 2010 30 April 2010 31 October 2009 (unaudited) (audited) (unaudited) £ £ £ Profit/(Loss) on ordinary activities before taxation 1,547,583 722,963 (278,565) Net unrealised (gains)/losses on investments (1,819,526) (1,239,386) 72,303 Net losses/(gains) on realisations on investments 64,323 46,352 (16,188) (Increase)/decrease in debtors (39,475) 116,913 54,480 Increase in creditors and accruals 27,139 34,710 26,495 ---- ---- ---- Net cash outflow from operating activities (219,956) (318,448) (141,475) ==== ==== ==== The notes to the unaudited financial statements below form part of these Half-Yearly financial statements. NOTES TO THE UNAUDITED FINANCIAL STATEMENTS 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 unaudited results cover the six months to 31 October 2010 and have been prepared under UK Generally Accepted Accounting Practice (UK GAAP), consistent with the accounting policies set out in the statutory accounts for the year ended 30 April 2010 and the 2009 Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ("the SORP"). The results for the six months to 31 October 2010 reflect the activities of what were previously the Ordinary Share Fund and the C Share Fund of the Company, which were merged on 10 September 2010, for the whole period. 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 Income Statement In order to better reflect the activities of a VCT and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. 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 All investments held by the Company are classified as "fair value through profit and loss", in accordance with the International Private Equity and Venture Capital Valuation ("IPEVCV") guidelines, as updated in September 2009, which have not materially changed the results reported last year. This classification is followed 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 on 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. Purchases and sales of quoted investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time frame determined by the relevant market. Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional. Unquoted investments are stated at fair value by the Directors in accordance with the following rules, which are consistent with the IPEVCV guidelines: All investments are held at the price of a recent investment for an appropriate period where there is considered to have been no change in fair value. Where such a basis is no longer considered appropriate, the following factors will be considered: (i) Where a value is indicated by a material arms-length transaction by an independent third party in the shares of a company, this value will be used. (ii) In the absence of i), and depending upon both the subsequent trading performance and investment structure of an investee company, the valuation basis will usually move to either:- (a) an earnings multiple basis. 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 adjusted to reflect points of difference identified by the Investment Manager compared to the sector including, inter alia, a lack of marketability). Or (b) 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 fallen permanently below cost, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Investment Manager, will agree the values that represent the extent to which an investment loss has become realised. 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. (iii) Premiums on loan stock investments are accrued at fair value when the Company receives the right to the premium and when considered recoverable. (iv) Where an earnings multiple or cost less impairment basis is not appropriate and overriding factors apply, discounted cash flow or net asset valuation bases may be applied. (d) Capital gains and losses Capital gains and losses on investments, whether realised or unrealised, are dealt with in the profit and loss and revaluation reserves and movements in the period are shown in the Income Statement. 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 2010 30 April 2010 31 October 2009 (unaudited) (audited) (unaudited) £ £ £ Income from investments Dividends 71,002 25,173 2,945 Money-market funds 36,726 81,881 45,406 Loan stock interest 187,399 259,774 116,005 Bank deposit and other interest 27 516 82 Interest received on VAT - 16,167 16,167 ---- ---- ---- Total Income 295,154 383,511 180,605 ==== ==== ==== 4. Investment management expense Under the terms of a revised investment management agreement dated 10 September 2010, MPEP provides investment advisory, administrative and company secretarial services to the Company, for a fee of 2.0% per annum calculated on a quarterly basis by reference to the net assets at the end of the preceding quarter, plus a fee of £104,432 per annum, the latter being subject to changes in the retail prices index each year. This agreement replaced the previous agreements with MPEP dated 10 May 2000 and 20 September 2005, both novated to MPEP on 20 October 2006, and the accounting services agreement and the secretarial services agreement with Matrix-Securities Limited both dated 20 September 2005, all of which were terminated on 10 September 2010. In accordance with the policy statement published under "Management and Administration" in the Company's prospectus dated 10 May 2000, the Directors have charged 75% of the investment management expenses to the capital account. This is in line with the Board's expectation of the long-term split of returns from the investment portfolio of the Company. 5. Taxation There is no tax charge in the period, as there were taxable losses in the period as capital gains are not chargeable to corporation tax. 6. Basic and diluted earnings per share Six months ended 31 October 2010 (unaudited) Ordinary Shares Total (formerly C Share Fund) £ Total earnings after taxation: 1,547,583 Basic and diluted earnings per share (note a) 7.54p Revenue (loss)/profit from ordinary activities after taxation (15,945) Basic and diluted revenue earnings per share (note b) (0.08)p Net unrealised capital gains/(losses) on investments 1,819,526 Net (losses)/gains on realisations on investments (64,323) VAT recoverable - Capital management fees less taxation (191,675) Total capital profit/(losses) on ordinary activities after taxation 1,563,528 Basic and diluted capital earnings per share (note c) 7.62p Weighted average number of shares in issue in the period 20,529,194 Year ended 30 April 2010 (audited) Ordinary C Share Total Share Fund Fund £ £ £ Total earnings after taxation: 346,071 376,892 722,963 Basic and diluted earnings per share (note a) 3.08p 2.17p Revenue (loss)/profit from ordinary activities after taxation (39,878) (99,625) (139,503) Basic and diluted revenue earnings per share (note b) (0.35)p (0.57)p Net unrealised capital gains/(losses) on investments 521,924 717,462 1,239,386 Net (losses)/gains on realisations on investments (27,258) (19,094) (46,352) VAT recoverable 6,523 3,674 10,197 Capital management fees less taxation (115,240) (225,525) (340,765) Total capital profit/(losses) on ordinary activities after taxation 385,949 476,517 862,466 Basic and diluted capital earnings per share (note c) 3.43p 2.74p Weighted average number of shares in issue in the period 11,259,333 17,411,523 Six months ended 31 October 2009 (unaudited) Ordinary C Share Total Share Fund Fund £ £ £ Total earnings after taxation: (308,219) 29,654 (278,565) Basic and diluted earnings per share (note a) (2.74)p (4.84)p Revenue (loss)/profit from ordinary activities after taxation (16,544) (42,366) (58,910) Basic and diluted revenue earnings per share (note b) (0.15)p 1.28p Net unrealised capital gains/(losses) on investments (248,485) 176,182 (72,303) Net (losses)/gains on realisations on investments 9,533 6,655 16,188 VAT recoverable 6,223 3,674 9,897 Capital management fees less taxation (58,946) (114,491) (173,437) Total capital profit/(losses) on ordinary activities after taxation (291,675) 72,020 (219,655) Basic and diluted capital earnings per share (note c) (2.59)p 0.34p Weighted average number of shares in issue in the period 11,259,333 20,875,823 Notes a) Basic and diluted earnings per share istotal earnings after taxation divided by the weighted average number of shares in issue. b) Basic and diluted revenue earnings per share is revenue earnings after taxation divided by the weighted average number of shares in issue. c) Basic and diluted capital earnings per share is total capital earnings divided by the weighted average number of shares in issue. 7. Net asset value per share As at 31 October 2010 As at 30 April 2010 As at 31 October 2009 (unaudited) (audited) (unaudited) Ordinary Ordinary C Share Fund Ordinary C Share Fund Shares Share Share (formerly C Fund Fund Shares) £ £ £ £ £ Net assets 24,491,877 8,118,298 15,172,651 7,464,008 14,853,313 Number of shares in issue 26,339,245 11,259,333 17,346,339 11,259,333 17,396,263 ---- ---- ---- ---- ---- Net asset value per share (pence) 92.99 p 72.10 p 87.47 p 66.29 p 85.38 p ==== ==== ==== ==== ==== 8. Dividends Six months to Year to 30 Six months to 31 October 2010 April 2010 31 October 2009 (unaudited) (audited) (unaudited) £ £ £ Ordinary shares (formerly C Share Fund) Dividends paid in period - 1 pence per share (30 April 2010: 1 pence; 31 October 2009: 1 pence) 173,463 174,841 174,841 9. Summary of non-current asset investments at fair value during the period Traded on AiM Unquoted Ordinary Preference Qualifying Total or OFEX shares Shares loans £ £ £ £ £ Cost at 1 May 2010 654,692 3,776,742 43,588 9,643,675 14,118,697 Unrealised losses at 1 May 2010 (337,518) (32,426) (36,046) (1,931,240) (2,337,230) Permanent impairment at 1 May 2010 (250,000) - - - (250,000) ---- ---- ---- ---- ---- Value at 1 May 2010 67,174 3,744,316 7,542 7,712,435 11,531,467 Purchases at cost - 175,649 1,000 825,068 1,001,717 Sale proceeds - - - (256,185) (256,185) Increase in unrealised gains 8,451 1,641,235 1,000 168,840 1,819,526 Realised losses (64,323) - - - (64,323) ---- ---- ---- ---- ---- Cost/valuation at 31 October 2010 11,302 5,561,200 9,542 8,450,158 14,032,202 ==== ==== ==== ==== ==== Book cost at 31 October 2010 654,692 3,952,391 44,588 10,217,739 14,869,410 Unrealised (losses)/gains at 31 October 2010 (243,284) 1,608,809 (35,046) (1,767,581) (437,102) Permanent impairment at 31 October 2010 (400,106) - - - (400,106) ---- ---- ---- ---- ---- Valuation at 31 October 2010 11,302 5,561,200 9,542 8,450,158 14,032,202 ==== ==== ==== ==== ==== Unrealised losses at 1 May 2010 (587,518) (32,426) (36,046) (1,931,240) (2,587,230) Net movement in unrealised appreciation in the period 8,451 1,641,235 1,000 168,840 1,819,526 Permanent impairment in period (150,106) - - - (150,106) Realisation of previously unrealised losses/(gains) 85,783 - - (5,181) 80,602 ---- ---- ---- ---- ---- (Losses)/gains on investments at 31 October 2010 (643,390) 1,608,809 (35,046) (1,767,581) (837,208) ==== ==== ==== ==== ==== 10. Investments at fair value These comprise investments in five OEIC money market funds (four Dublin based and one London based), managed by Blackrock (two funds), Royal Bank of Scotland, Prime Rate Capital Management and Scottish Widows Investment Partnership. £10,418,805 (30 April 2010: £11,751,493; 31 October 2009: £ 11,664,255) of this sum is subject to same day access, while £927 (30 April 2010: £920; 31 October 2009: £905) is subject to two day access. 11. Capital and reserves for the period ended 31 October 2010 Called up Capital Capital Special Profit Total share capital redemption reserve distributable and Loss reserve (unrealised) reserve Account £ £ £ £ £ £ At 1 May 2010 286,057 20,590 (2,337,230) 17,411,237 7,910,295 23,290,949 Shares bought back (3,185) 3,185 - (173,192) - (173,192) Realisation of previously unrealised losses - - 80,602 - (80,602) - Transfer of realised capital losses - - - (341,781) 341,781 - Adjustment of share capital due to share merger (19,480) 19,480 - - - - Dividends paid - - - - (173,463) (173,463) Profit/(loss) for the year - - 1,819,526 - (271,943) 1,547,583 ---- ---- ---- ---- ---- ---- At 31 October 2010 263,392 43,255 (437,102) 16,896,264 7,726,068 24,491,877 ==== ==== ==== ==== ==== ==== The special reserve provides the Company with a reserve out of which it can fund buy-backs of the Company'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 1.7 of the Extraordinary General Meeting held on 9 September 2010, Shareholders authorised the Company to purchase its own shares pursuant to section 701 of the Companies Act 2006. The authority is limited to a maximum of 5,009,353 shares of the Company, and will unless previously revoked or renewed expire on the conclusion of the Annual General Meeting of the Company to be held in 2011. The maximum price that may be paid for Ordinary 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 is purchased. The minimum price that may be paid for Ordinary Shares is 1 penny per share. The authority provides that the Company may make a contract to purchase Ordinary 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 pursuant to such contract. 12. Merger of 'O' and 'C' Share classes On 10 September 2010, the ordinary shares of 1p each in the capital of the Company (" 'O' Shares") were merged with the C ordinary shares of 1p each in the capital of the Company (" 'C' Shares"). A proportion of the 'O' Shares were redesignated as 'C' Shares, calculated by reference to the relative net asset values of each Share class as at 31 July 2010, adjusted for subsequent dividends paid to each class before the merger. The resultant 26,657,715 'C'Shares in issue, being 17,346,339 already in issue plus 9,311,376 created by the conversion, were then re-designated as Ordinary Shares in the capital of the Company. The residual balance of 1,947,957 'O' Fund shares not redesignated as 'C' shares were instead redesignated as deferred shares and bought back by the Company for an aggregate amount of 1p, cancelled as issued and redesignated as Ordinary Shares. The net asset values (NAV) of each Fund used for the purposes of conversion at the calculation date of 9 September 2010, and the resultant conversion ratios into Ordinary Shares were: Conversion ratio applied to 'O' Share to obtain Company NAV per share new number of 'C' Shares 'O' share Fund 75.17 0.82701277 'C' Share Fund 90.89 1.00000000 Share certificates reflecting the new shareholdings totalling 26,657,715 Ordinary Shares in the capital of the Company were sent to shareholders on 24 September 2010. Estimated total merger costs of £58,797 were incurred to merge the 'O' and 'C' Share Funds, principally being legal and professional fees, registrars' fees and printing costs. 13. 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 and Matrix Corporate Capital LLP ("MCC"). 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 provided accountancy and company secretarial services to the Company up to 10 September 2010, for which it received payment of £42,319 (year ended 30 April 2010: £121,501; six months ended 31 October 2009: £60,695) including VAT. Matrix Private Equity Partners LLP is the Company's Investment Manager in respect of venture capital investments, administrator and Company Secretary and earned fees of £255,567 (year ended 30 April 2010: £454,353; six months ended 31 October 2009: £231,450) for the period. The Company has invested £2,827,853 in a liquidity fund managed by Prime Rate Capital Management LLP, and earned income of £12,756 (30 April 2010: £24,845, 31 October 2009: £11,325) from this fund in the period. MCC are the Company's brokers and earned fees of £5,875 (30 April 2010: £11,526, 31 October 2009: £5,692) in the period. Three (30 April 2010: three, 31 October 2009: two) share buybacks were undertaken by MCC on the Company's instruction totalling £ 173,192 (30 April 2010: £78,181, 31 October 2009: £50,241) with £10,327 outstanding at the period end (30 April 2010: £nil, 31 October 2009: £nil). 14. The financial information set out in this half-yearly financial report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The information for the year ended 30 April 2010 has been extracted from the latest published audited financial statements, which have been filed with the Registrar of Companies. The auditors have reported on these financial statements and that report was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. 15. 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 downloaded via the Company's website at 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. Net asset value per share The Company's NAV per share as at 31 October 2010 was 95.34 pence per Ordinary 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 2010 to Ordinary Shareholders. The Directors will consider the payment of final dividends in respect of the year-ending 30 April 2011 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, lines are open 8.30 am - 5.30 pm Mon-Fri. 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) Sally Duckworth Adam Kingdon 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 Auditors and Administrator Tax Advisers Matrix Private Equity Matrix Private Equity Partners LLP PKF (UK) LLP Partners LLP One Vine Street Farringdon Place One Vine Street London 20 Farringdon Road London W1J 0AH London W1J 0AH e-mail: info@matrixpep.co.uk EC1M 3AP e-mail: mig2@matrixgroup.co.uk VCT Tax Adviser Solicitors Registrar PricewaterhouseCoopers Martineau Capita Registrars LLP No 1 Colmore Square Northern House 1 Embankment Place Birmingham Woodsome Park London B4 6AA Fennay Bridge WC2N 6RN Huddersfield Also at West Yorkshire 35 New Bridge Street HD8 0LA London EC4V 6BW Bankers Stockbrokers Barclays Bank plc Matrix Corporate Capital LLP PO Box 544 One Vine Street 54 Lombard Street London London W1J 0AH EC3V 9EX ite accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

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