Half-yearly Report

Mobeus Income & Growth VCT plc ("the Company") Half-Yearly results for the six months ended 30 June 2012 INVESTMENT OBJECTIVE Mobeus Income & Growth VCT plc, formerly Matrix Income & Growth VCT plc ("the Company" or "MIG VCT"), is a Venture Capital Trust ("VCT") listed on the London Stock Exchange. Its investment portfolio, which invests primarily in established and profitable unquoted companies, is managed by Mobeus Equity Partners LLP ("Mobeus" or "the Manager"). The Company's objective is to provide investors with a regular income stream, by way of tax free dividends, and to generate capital growth through portfolio realisations, which can be distributed by way of additional tax free dividends. FINANCIAL HIGHLIGHTS - The Directors have declared an interim dividend of 5.00 pence per share (comprising 4.50 pence from capital and 0.50 pence from income) which will be paid on 20 September 2012 to Shareholders on the Register on 31 August 2012. This will bring cumulative dividends paid per share to 38.05 pence. - Strong liquidity has been further enhanced by a successful fundraising, in which the Company has raised a further £5.168 million. - The Company realised its investment in Iglu.com Holidays in May for an overall return of 2.53 times the original investment cost in two and a half years. PERFORMANCE SUMMARY The net asset value (NAV) per share at 30 June 2012 was 91.08 pence The table below shows the recent past performance of the original funds raised in 2004/05. Performance data for all fundraising rounds and for former Matrix Income & Growth 3 VCT Shareholders is shown in a table at the end of this announcement. Net NAV Share price Net Total return per share to assets per (mid- cumulative shareholders Share market dividends since launch price)1 paid per Share (NAV (Share price basis) basis) basis) (£m) (p) (p) (p) (p) (p) As at 30 June 2012 42.08 91.08 80.50 33.05 124.13 113.55 2 As at 31 December 2011 40.73 95.59 78.75 26.80 122.39 105.55 As at 30 June 2011 39.49 90.84 82.50 26.30 117.14 108.80 1 Source: London Stock Exchange 2 Shareholders in the first fundraising of the Company, invested 100p per Share, which, after applicable income tax relief of 40%, equates to a net cost of 60p per Share. Total return per share comprises either the NAV per share (NAV basis) or the mid-market share price (Share price basis) plus cumulative dividends paid per share. CHAIRMAN'S STATEMENT This Half-Yearly Report covers the six month period ended 30 June 2012. Net asset value (NAV) and total return to Shareholders The net asset value per share as at 30 June 2012 was 91.08 pence compared with the previously reported NAV per share of 95.59 pence at the beginning of the period. However, in order to measure the NAV return over the period on a like for like basis, the final dividend of 6.25 pence paid to shareholders on 22 May 2012, in respect of the year ended 31 December 2011, should be excluded. This reduces the NAV per share at the beginning of the period from 95.59 pence to 89.34 pence. Thus the Company's underlying NAV per share rose by 1.74 pence per share or 1.95% over the period. The cumulative NAV total return per share (being the closing net asset value plus total dividends paid to date) rose by 1.42% during the six month period from 122.39 pence to 124.13 pence. This slight rise in total return largely reflected a small increase in the value of the investment portfolio. To assist Shareholders who originally invested in any of the individual fundraisings (including Matrix Income & Growth 3 VCT plc ("MIG 3 VCT")) to monitor the performance of their investment (including dividend payments) on a consistent basis, a table showing the returns to Shareholders from each allotment has been included at the end of this announcement. Investment portfolio Overall the portfolio recorded a gain of £0.425 million (1.55% of the opening value) during the first half of the year. Apart from one major realisation (Iglu.com) and a new investment following the period-end into Tessella, the Company's portfolio activity was relatively quiet. The Manager's ability to bring transactions to completion was affected by the continued weakness in the economy and more recently by the uncertainty regarding the future direction of VCT tax regulation. These factors combined to make both buyers and sellers cautious when considering potential deals. However, the sale of Iglu.com in May for an overall return of 2.53 times the original investment cost in two and a half years was a pleasing result. We continued to utilise the Operating Partner programme and seven new investments in acquisition vehicles were made during the six-month period totalling £7 million. One of these, Sawrey Limited, was used to support the MBO of Tessella in July and we anticipate that the Operating Partner programme will lead to further new investments during the second half of 2012. Details of investment activity during the six months to 30 June 2012 and a summary of performance highlights in the portfolio can be found in the Manager's Review below. Revenue account and dividends The net revenue return for the period remained at a healthy level of £499k, albeit reduced by £51k from last year. Income itself rose slightly, despite a fall in dividend income from £353k last year to £110k. The main reason for the rise in income was that loan stock interest increased markedly, from £480k to £714k, reflecting initial income from the new investments made last year, notably Motorclean, EMAC and EOTH, and the payment by Blaze of some interest arrears. The fall in dividend income is largely explained by the fact that the dividend of £263k received from DiGiCo last year was not repeated this year as this investment has since been partially realised. Running costs rose slightly as fund management fees increased with rising net assets. Other costs reflect a rise in directors' fees countered by a reduction in trail commission costs. The latter should in the future see a fall from previous years' levels as the ceiling for trail commission has been reached for investments made in the original fundraising. The Directors have declared an interim dividend of 5.00 pence per share (comprising 4.50 pence from capital and 0.50 pence from income) which will be paid on 20 September 2012 to Shareholders on the Register on 31 August 2012. This will bring cumulative dividends paid per share to 38.05 pence per share. Change of company name and change of control at the Manager With effect from 30 June 2012, the Manager, together with all its staff, became a fully independent firm owned by its partners and renamed itself Mobeus Equity Partners LLP ("Mobeus"). The Company has changed its name from Matrix Income & Growth VCT plc to Mobeus Income & Growth VCT plc to be consistent with the Manager's change of name. The Company's investment strategy and its arrangements with Mobeus, in particular the Manager's investment approach and services, remain unchanged. The team continues to be wholly dedicated to the management and administration of VCTs. The Board looks forward to this new phase of working with its fully independent Manager. Linked VCT fundraising The Company participated with Mobeus Income & Growth 4 VCT plc (formerly Matrix Income & Growth 4 VCT plc) and The Income & Growth VCT plc in a linked fundraising that closed on 30 June 2012. A total of £15.505 million across the three VCTs was subscribed for under the Offer, of which £5.168 million was raised by the Company. These new funds will mean that the Company's fixed running costs are spread over a larger asset base and will improve the Company's cash position so that it is better placed to make new investments as attractive opportunities arise. The additional funds will also support the Company's share buy-back policy that helps to provide liquidity in the Company's shares in what is normally an extremely illiquid market. The Board is investigating options for a fundraising in 2012/13. Liquidity The Company held £10.048 million in cash and money market fund balances at 30 June 2012. In addition, the £7 million invested in the Operating Partner acquisition vehicles was also held in liquid assets (reduced to £6 million following the use of Sawrey to support the MBO of Tessella after the period-end). The Company is therefore well-positioned both to take advantage of favourable investment opportunities as they arise and, if required, to make investments to support the existing portfolio. Investment in qualifying holdings The Company is required to meet the target set by HM Revenue & Customs ("HMRC") of investing 70% of the funds raised in qualifying unquoted and AiM quoted companies. The Company exceeded this limit (based on VCT cost as defined in tax legislation which differs from the actual cost given in the Investment Portfolio Summary below) throughout the period. The balance of the portfolio is invested in cash and a selection of readily realisable, money market funds with AAA credit ratings. There has been some uncertainty about the effect of changes to VCT legislation introduced in the Finance Act 2012 on the Company's future operations and policies and we are pleased that the legislation has now been enacted. The principal changes that affect the VCT are that (1) each individual investee company can now receive up to £5 million in VCT funding (and other State Aid sources) in any twelve month rolling period; (2) the gross assets of an investee company must not exceed £15 million at the time of investment and £16 million after investment; and (3) it is no longer possible for the Manager to carry out certain types of MBO transactions using funds raised after 5 April 2012. However, the Company has sufficient funds raised prior to this date to enable it to continue to pursue its current strategy for the foreseeable future. The Manager is investigating options for other types of MBO transactions. Further details on the impact of these changes are included in the footnote to the Company's Investment Policy below. Share buy-backs During the six months ended 30 June 2012, the Company bought back 1,288k of its own shares, representing 3.02% of the issued share capital at the beginning of the period, at an average price, excluding costs, of 83.07 pence per share. These shares were purchased at an average discount of 10.34% to NAV per share. All of the shares bought back in the period were subsequently cancelled by the Company. Continuing Shareholders benefit from the difference between the NAV per share and the price per share at which the shares are bought back and cancelled. Selling your shares The Company's shares are listed on the London Stock Exchange and as such they can be sold in the same way as any other quoted company through a stockbroker. However, to ensure that you obtain the best price, if you wish to sell your shares you are strongly advised to contact the Company's stockbroker, Matrix Corporate Capital, by telephoning 020 3206 7176/7 before agreeing a price with your stockbroker. Shareholders are also advised to discuss their individual tax position with their financial advisor before deciding to sell their shares. Communicating with shareholders The Company maintains a programme of regular communication with Shareholders through newsletters and a dedicated website in addition to the Company's Half-Yearly and Annual Reports. The Manager has established a new Mobeus website: www.mobeusequity.co.uk which will be regularly updated with information on your investments including case studies of portfolio companies and profiles of the investment team. The Company has its own dedicated section on the website which includes performance tables, details of dividends paid and copies of past reports to Shareholders. The Company has adopted electronic communications which enables Shareholders to choose between electing to receive communications by email or as hard copies through the post. Many Shareholders who have not specifically chosen either of these options receive a letter notifying them where to access the reports on the website. We believe that this provides a more efficient way of communicating with Shareholders as well as making savings to the Company on postage and printing costs. If you have not already done so, you are encouraged to register with Computershare's Investor Centre: www.investorcentre.co.uk, which provides the most efficient way of checking information on your accounts and making changes to your instructions. Once you have registered you can use the Centre to check your shareholding and dividend payments and amend your address or bank details. You can also use the site to manage your options for receiving communications from the Company including submitting proxy votes for general meetings. The Board welcomes the opportunity to meet Shareholders at the Company's General Meetings during which representatives of the Manager are present to discuss the progress of the portfolio. The next AGM of the Company will be held in May 2013. The Manager holds an annual VCT workshop for Shareholders in central London. Each workshop includes a presentation on the Mobeus VCTs' investment activity and performance. We have received positive feedback from those attending in previous years. All Shareholders will receive an invitation to the next event nearer to the date. Outlook The UK economy is in the midst of a double-dip recession having contracted in three out of the four last quarters. Although some rebound in activity is now expected, any recovery over the next twelve months is likely to be modest. Meanwhile, uncertainty over the future of the euro and the eurozone, coupled with deteriorating prospects for growth in the US and the rest of the world, are likely to continue to weigh heavily on investor, consumer and corporate confidence. As a result quoted stock markets are likely to remain volatile. Such an environment will present both challenges and opportunities for the Company. Only well-managed and well-financed companies with robust business models will thrive or, indeed, survive. The Company has a strong cash position with which to support portfolio companies where merited and will use the cash-rich acquisition companies to take advantage of attractive new investment opportunities that present themselves. Finally, I would like to thank all of our Shareholders for their continuing support. Keith Niven Chairman RESPONSIBILITY STATEMENT In accordance with Disclosure and Transparency Rule (DTR) 4.2.10 the Directors confirm that to the best of their knowledge: (a) the condensed set of financial statements, which has been prepared in accordance with the statement, "Half-Yearly Reports", issued by the Accounting Standards Board, gives a true and fair view of the assets, liabilities, financial position and profit of the Company, as required by DTR 4.2.4; (b) the interim management report, included within the Chairman's Statement, Investment Policy, Manager's Review and Investment Portfolio Summary includes a fair review of the information required by DTR 4.2.7 being an indication of the important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; (c) a description of the principal risks and uncertainties facing the Company for the remaining six months is set out below, in accordance with DTR 4.2.7; and (d) there are no related party transactions that are required to be disclosed in accordance with DTR 4.2.8. On behalf of the Board Keith Niven Chairman PRINCIPAL RISKS AND UNCERTAINTIES In accordance with DTR 4.2.7, the Board confirms that the principal risks and uncertainties facing the Company have not changed materially since the publication of the Annual Report and Accounts for the year ended 31 December 2011. The Board acknowledges that there is regulatory risk and continues to manage the Company's affairs in such a manner as to comply with section 274 of the Income Tax Act 2007. The principal risks faced by the Company are: - economic risk; - investment and strategic risk; - regulatory risk (including loss of approval as a Venture Capital Trust); - financial and operating risk; - market risk; - asset liquidity risk; - market liquidity risk; - credit/counterparty risk. A more detailed explanation of these can be found in the Directors' Report on pages 17 - 18 and in Note 19 on pages 47 - 53 of the Annual Report and Accounts for the year ended 31 December 2011 copies of which are available on the Manager's website, www.mobeusequity.co.uk or by going direct to: www.migvct.co.uk. GOING CONCERN The Board has assessed the Company's operation as a going concern. The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the interim management report which is included within the Chairman's Statement, Investment Policy, Manager's Review and Investment Portfolio Summary. The Directors have satisfied themselves that the Company continues to maintain a significant cash position. The majority of companies in the portfolio continue to trade profitably and the portfolio taken as a whole remains resilient and well-diversified. The major cash outflows of the Company (namely investments, buy-backs and dividends) are within the Company's control. The Board's assessment of liquidity risk and details of the Company's policies for managing its capital and financial risks are shown in Note 19 on pages 47 - 53 of the Annual Report and Accounts for the year ended 31 December 2011. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the half-yearly report and annual financial statements. CAUTIONARY STATEMENT This report may contain forward looking statements with regards to the financial condition and results of the Company, which are made in the light of current economic and business circumstances. Nothing in this report should be construed as a profit forecast. INVESTMENT POLICY The Company's policy is to invest primarily in a diversified portfolio of UK unquoted companies. Investments are usually structured as part loan and part equity in order to generate regular income and capital gains from realisations. 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 funds raised by the Company after 6 April 2006 are subject to the £7 million gross assets test for an investment to be VCT qualifying. Pre 6 April 2006, the companies in which investments were made must have had 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 Company continues to qualify and is approved as a VCT by HMRC. Amongst other conditions, the Company may not invest more than 15% of its investments in a single company and must have at least 70% by value of its investments throughout the period in shares or securities comprised in VCT qualifying holdings, of which a minimum overall of 30% by value must be in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules). In addition, although the Company 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 VCT qualifying company in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules). The VCT regulations in respect of funds raised after 6 April 2011 changed, such that 70% of qualifying investments must be invested in equity. Asset mix The Company holds its liquid funds in a portfolio of readily realisable interest-bearing investments and deposits. The investment portfolio of qualifying investments has been built up over time with the aim of investing and maintaining around 80% of net funds raised in qualifying investments. 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 to maximise the amount which may be invested in loan stock. Initial investments in VCT qualifying companies are, subject to formal approval from the Board, generally made in amounts ranging from £200,000 to £2 million at cost. No holding in any one company will represent more than 10% of the value of the Company's investments 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 Company aims to invest in larger, more mature unquoted companies through investing alongside three other VCTs advised by Mobeus with a similar investment policy. This enables the Company to participate in combined investments by the Manager of up to £5 million. Borrowing The Company has never borrowed and has no current plans to undertake any borrowing. 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. Impact of recent changes to the VCT tax rules on the Company's investment policy Changes to VCT tax legislation, introduced with effect from 6 April 2012 as part of the Finance Act 2012, will impact on the Company's Investment Policy as follows: (1) The size of companies in which investment can be made has been increased back to pre 6 April 2006 levels of £15 million immediately before and £16 million immediately after the investment. (2) The maximum number of permitted employees for an investee company at the time of investment has been increased from 50 to 250 (this limit does not apply to VCT funds raised before 6 April 2007). (3) The £1 million limit on the amount of investment a VCT may make into a particular company within a tax year has been abolished. A new rule requires that an investee company should not receive more than £5 million from State Aid sources, including VCTs, within any twelve month rolling period ending on the date of the VCT's investment. (4) It is no longer possible for the Manager to carry out certain types of MBO transactions using funds raised after 5 April 2012. However, the Company still intends to use other types of MBO transactions and the Board does not anticipate that this change will have a significant impact on the Company's investment policy. MANAGER'S REVIEW Investment portfolio The venture capital portfolio at 30 June 2012 comprised 31 investments valued at £32.073 million. Overall, the portfolio has achieved gains of £0.425 million (1.55% of the opening value) since the beginning of the year. The UK economy has exhibited little or no growth in real terms over the last twelve to eighteen months. Against this background the performance of the majority of the companies in the portfolio has been encouraging. The portfolio has continued to perform solidly with a number of companies, including ATG Media, DiGiCo and CB Imports, showing good growth in profitability. In the case of ATG this performance, has been reflected in an uplift to this company's valuation. Inevitably, however, some companies, such as those exposed to the consumer and construction sectors, are finding trading more volatile. PXP was the only investee company to require a small follow-on investment, of £114k, which was completed in June 2012. The Company has continued to benefit from the profitability and strong cash position of a number of investee companies and has received partial loan stock repayments in the six months covered by this report totalling £816k from Blaze Signs, Focus and Fullfield. In May 2012, the Company realised its entire investment in Iglu.com Holidays, the specialist online ski-holiday and fast growing cruise-holiday travel agent, for a cash consideration of £2.069 million through a sale to Capital Growth Partners. This realisation contributed to total cash proceeds of £3.598 million to the Company over the two and a half year life of the investment, representing a 2.53 times return on the Company's original investment of £1.422 million. Our strategy is to retain and develop a portfolio of successful companies until they have reached the point judged optimal for a profitable realisation. In the meantime, the portfolio normally benefits from returns of loan stock interest, dividends and loan repayments, during the period an investment is held. Following the period-end, in July 2012, the Company made an investment of £1.679 million to support the MBO of Tessella, an international provider of science-powered technology and consulting services using the Company's existing investment of £1 million in the acquisition vehicle Sawrey and an additional £679k from its cash reserves. Founded in 1980, the company delivers innovative and cost-effective solutions to complex real-world commercial and technical challenges including developing smarter drug trials; preserving the digital heritage of nations across the globe; minimising risk in oil and gas exploration; controlling the orbit and attitude of satellites; and researching fusion energy. We are confident that the Operating Partner programme will continue to generate successful investments for the Company and accordingly seven new investments in acquisition vehicles have been made in the six-month period totalling £7 million. One of these, Sawrey Limited, has already been used following the period-end to support the MBO of Tessella as set out above. Each of these acquisition vehicles is headed by an experienced chairman, well-known to us, who is working closely with us in seeking to identify and complete investments in specific sectors relevant to their industry knowledge and experience. We anticipate that the Operating Partner programme will lead to further new investments during the second half of 2012. Mobeus Equity Partners LLP INVESTMENT PORTFOLIO SUMMARY as at 30 June 2012 Market sector Date of Total Valuation % value initial book of net investment cost* assets £'000 £'000 Qualifying investments AiM quoted investments Omega Diagnostics Group plc Health care, Dec-10 305 343 0.8% In-vitro diagnostics for food equipment and intolerance, services autoimmune diseases and infectious diseases ------ ------ ------ 305 343 0.8% Unquoted investments ATG Media Holdings Limited Media Oct-08 1,486 3,511 8.3% Publisher and on-line auction platform operator CB Imports Group Limited General Dec-07 2,000 2,210 5.3% (Country Baskets) retailers Importer and distributor of artificial flowers and floral sundries Ingleby (1879) Limited (EMaC) Support Nov-11 1,762 1,762 4.2% Service plans for the motor services trade Blaze Signs Holdings Limited Support Apr-06 1,485 1,759 4.2% Manufacturer and installer of services signs Fullfield Limited (Motorclean) Support Dec-08 1,718 1,721 4.1% Provider of vehicle cleaning and services valet services British International Holdings Support May-06 1,683 1,390 3.3% Limited Supplier of helicopter services services RDL Recruitment Limited Support Oct-07 1,558 1,387 3.3% Recruitment consultants for the services pharmaceutical, business intelligence and IT industries ASL Technology Holdings Limited Support Mar-08 1,913 1,232 2.9% Supplier of printer and services photocopier services Focus Pharma Holdings Limited Pharmaceuticals Oct-07 1,043 1,137 2.7% Licensor and distributor of generic pharmaceuticals Ackling Management Limited Acquisition Apr-12 1,000 1,000 2.4% Company preparing to trade in vehicle the food manufacturing, distribution and brand management sectors Almsworthy Trading Limited Acquisition Jan-12 1,000 1,000 2.4% Company preparing to trade in vehicle the specialist construction, building support services, building products and related sectors. Culbone Trading Limited Acquisition Jan-12 1,000 1,000 2.4% Company preparing to trade in vehicle the outsourced sector EOTH Limited (Rab and Lowe General Oct-11 1,000 1,000 2.4% Alpine) Branded outdoor equipment and retailers outdoor clothing Fosse Management Limited Acquisition Apr-12 1,000 1,000 2.4% Company preparing to trade in vehicle the brand management, consumer products and retail sectors Machineworks Software Limited Software and Apr-06 223 1,000 2.4% Software for CAM and machine computer tool vendors services Madacombe Trading Limited Acquisition Jan-12 1,000 1,000 2.4% Company preparing to trade in vehicle the engineering sector Peddars Management Limited Acquisition Apr-12 1,000 1,000 2.4% Company preparing to trade in vehicle the database management and data mapping sectors and in management services to the legal and building industries Sawrey Limited Acquisition Mar-12 1,000 1,000 2.4% Company preparing to trade in vehicle the marketing services and media sectors Youngman Group Limited Support Oct-05 1,000 701 1.7% Manufacturer of ladders and services access towers Westway Services Holdings (2010) Support Jun-09 603 687 1.6% Limited services Installation, maintenance and servicing of air-conditioning systems Racoon International Holdings Personal goods Dec-06 1,213 369 0.9% Limited Supplier of hair extensions, hair care products and training Plastic Surgeon Holdings Support Apr-08 478 365 0.9% Limited, The services Supplier of snagging and finishing services to the domestic and commercial property markets Vectair Holdings Limited Support Jan-06 139 349 0.8% Designer and distributor of services washroom products Lightworks Software Limited Software and Apr-06 223 203 0.5% Software for CAD vendors computer services Faversham House Holdings Limited Media Dec-10 527 189 0.4% Publisher, exhibition organiser and operator of websites Monsal Holdings Limited Support Dec-07 1,299 117 0.3% Supplier of engineering services services to the water and waste sectors PXP Holdings Limited (Pinewood Construction Dec-06 1,278 114 0.3% Structures) Designer, and building manufacturer, supplier and materials installer of timber-frames for buildings Legion Group plc - in Support Aug-05 150 - 0.0% administration services Provider of manned guarding, mobile patrolling, and alarm response services Watchgate Limited Holding company Nov-11 1 - 0.0% Holding company ------ ------ ------ 29,782 28,203 67.3% ------ ------ ------ Total qualifying investments 30,087 28,546 68.1% ------ ------ ------ Non-qualifying investments DiGiCo Global Limited Technology, Jul-07 2,593 2,593 6.2% Designer and manufacturer of hardware and audio mixing desks equipment British International Holdings Support May-06 343 636 1.5% Limited services EOTH Limited (Rab and Lowe General Oct-11 298 298 0.7% Alpine) retailers Cash at Natwest Bank plc 4,904 4,904 11.6% Liquidity funds: SWIP Global Liquidity Fund plc (Scottish Widows) 1,473 1,473 3.5% Institutional Cash Series plc (BlackRock) 1,353 1,353 3.2% Fidelity Institutional Cash Fund plc 1,212 1,212 2.9% GS Funds plc (Goldman Sachs) plc 434 434 1.0% Global Treasury Funds plc (Royal Bank of Scotland) 386 386 0.8% Insight Liquidity Funds plc (HBOS) 276 276 0.7% ------ ------ ------ Total non-qualifying investments 13,272 13,565 32.1% ------ ------ ------ Other assets 237 237 0.5 % Current liabilities (271) (271) (0.7)% ------ ------ ------ Net assets 43,325 42,077 100.0 % ------ ------ ------ * Book cost includes the fair value of the qualifying investments acquired from Matrix Income & Growth 3 VCT plc on 20 May 2010, still held at 30 June 2012, of £4.976 million. UNAUDITED INCOME STATEMENT for the six months ended 30 June 2012 Six months ended 30 June 2012 Six months ended 30 June 2011 (unaudited) (unaudited) Notes Revenue Capital Total Revenue Capital Total £ £ £ £ £ £ Unrealised gains/(losses) on investments held at fair value 9 - 130,229 130,229 - (709,124) (709,124) Net realised gains on investments held at fair value 9 - 294,571 294,571 - 2,953 2,953 Income 3 867,906 - 867,906 864,903 - 864,903 Investment management expense 4 (121,744) (365,233) (486,977) (116,410) (349,229) (465,639) Other expenses (160,731) - (160,731) (145,841) - (145,841) ------ ------ ------ ------ ------ ------ Profit/(loss) on ordinary activities before taxation 585,431 59,567 644,998 602,652 (1,055,400) (452,748) Tax on profit/(loss) on ordinary activities 5 (86,084) 86,084 - (52,464) 52,464 - ------ ------ ------ ------ ------ ------ Profit/(loss) attributable to equity shareholders 499,347 145,651 644,998 550,188 (1,002,936) (452,748) ------ ------ ------ ------ ------ ------ Basic and diluted earnings per share 6 1.12p 0.33p 1.45p 1.30p (2.37)p (1.07)p Year ended 31 December 2011 (audited) Notes Revenue Capital Total £ £ £ Unrealised gains/(losses) on investments held at fair value 9 - 688,724 688,724 Net realised gains on investments held at fair value 9 - 520,219 520,219 Income 3 1,681,991 - 1,681,991 Investment management expense 4 (230,025) (690,074) (920,099) Other expenses (307,214) - (307,214) ------ ------ ------ Profit/(loss) on ordinary activities before taxation 1,144,752 518,869 1,663,621 Tax on profit/(loss) on ordinary activities 5 (181,181) 181,181 - ------ ------ ------ Profit/(loss) attributable to equity shareholders 963,571 700,050 1,663,621 ------ ------ ------ Basic and diluted earnings per share 6 2.25p 1.64p 3.89p 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. UNAUDITED BALANCE SHEET as at 30 June 2012 As at As at As at 30 June 2012 30 June 2011 31 December 2011 (unaudited) (unaudited) (audited) Notes £ £ £ Fixed assets Investments at fair value 1c, 9 32,073,317 27,639,424 27,418,790 Current assets Debtors and prepayments 227,075 1,237,639 329,659 Current Investments 10 5,134,243 8,847,873 11,123,681 Cash at bank 4,913,694 2,088,907 2,085,082 ------ ------ ------ 10,275,012 12,174,419 13,538,422 Creditors: amounts falling due within one year (271,087) (319,446) (231,037) ------ ------ ------ Net current assets 10,003,925 11,854,973 13,307,385 ------ ------ ------ Net assets 42,077,242 39,494,397 40,726,175 ------ ------ ------ Capital and reserves 11 Called up share capital 461,992 434,762 426,061 Capital redemption reserve 69,067 45,769 56,182 Share Premium account 26,661,822 21,881,504 22,034,106 Revaluation reserve 1,876,753 3,329,024 3,455,913 Special distributable reserve 9,761,751 12,620,545 11,161,745 Profit and loss account 3,245,857 1,182,793 3,592,168 ------ ------ ------ Equity shareholders' funds 42,077,242 39,494,397 40,726,175 ------ ------ ------ Net asset value per Ordinary Share 8 91.08p 90.84p 95.59p UNAUDITED RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the six months ended 30 June 2012 Six months ended Six months ended Year ended 30 June 2012 30 June 2011 31 December 2011 (unaudited) (unaudited) (audited) Notes £ £ £ Opening Shareholders' funds 40,726,175 38,450,907 38,450,907 Purchase of own shares (1,075,757) (1,400,202) (2,222,097) Shares issued arising from Linked Offer for Subscription 4,676,532 5,082,027 5,236,341 Profit/(loss) for the period 644,998 (452,748) 1,663,621 Dividends paid in period 7 (2,894,706) (2,185,587) (2,402,597) ------ ------ ------ Closing Shareholders' funds 42,077,242 39,494,397 40,726,175 UNAUDITED SUMMARISED CASH FLOW STATEMENT for the six months ended 30 June 2012 Six months ended Six months ended Year ended 30 June 2012 30 June 2011 31 December 2011 (unaudited) (unaudited) (audited) £ £ £ Operating activities Investment income received 969,894 772,342 1,577,644 Other income - 3,873 3,873 Investment management fees paid (486,977) (449,579) (920,099) Other cash payments (127,265) (118,729) (322,439) Payments of merger costs of the Company - (2,400) (9,555) ------ ------ ------ Net cash inflow from operating activities 355,652 205,507 329,424 Investing activities Acquisitions of investments (7,114,286) (1,541,001) (3,645,194) Disposals of investments 2,884,559 3,319,873 8,478,349 ------ ------ ------ Net cash (outflow)/inflow from investing activities (4,229,727) 1,778,872 4,833,155 Dividends Equity dividends paid (2,894,706) (2,185,587) (2,402,597) ------ ------ ------ Cash (outflow)/inflow before financing and liquid resource management (6,768,781) (201,208) 2,759,982 Management of liquid resources Decrease/(Increase) in current investments 5,989,438 (1,381,736) (3,657,544) Financing Shares issued as part of Joint fundraising offer for subscription 4,676,532 5,082,027 5,236,341 Share capital bought back (1,068,577) (1,524,848) (2,368,369) ------ ------ ------ Net inflow from financing activities 3,607,955 3,557,179 2,867,972 ------ ------ ------ Increase in cash for the period 2,828,612 1,974,235 1,970,410 ------ ------ ------ Reconciliation of profit/(loss) on ordinary activities before taxation to net cash inflow from operating activities for the six months ended 30 June 2012 Six months ended Six months ended Year ended 30 June 2012 30 June 2011 31 December 2011 (unaudited) (unaudited) (audited) £ £ £ Profit/(loss) on ordinary activities before taxation 644,998 (452,748) 1,663,621 Net unrealised (gains)/losses on investments (130,229) 709,124 (520,219) Net gains on realised investments (294,571) (2,953) (688,724) Decrease/(increase) in debtors 102,584 (87,882) (98,437) Increase/(Decrease) in creditors 32,870 39,966 (26,817) ------ ------ ------ Net cash inflow from operating activities 355,652 205,507 329,424 The notes below form part of these half-yearly financial statements. 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 unaudited results cover the six months to 30 June 2012 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 31 December 2011 and the 2009 Statement of Recommended Practice, `Financial Statements of Investment Trust Companies and Venture Capital Trusts' (`the SORP') issued by the Association of Investment Companies in January 2009. The Half-Yearly Report has not been audited, nor has it been reviewed by the auditor 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. 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 in nrealize 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 nrealized 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 nrealized 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 nrealizedn (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the 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 nrealiz loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Manager, will agree the values that represent the extent to which an investment loss has become nrealiz. 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. 2. Capital gains and losses on investments, whether nrealiz or nrealized, are dealt with in the profit and loss and revaluation reserves and movements in the period are shown in the Income Statement. 3. Income Six months ended Six months ended Year ended 30 June 2012 30 June 2011 31 December 2011 (unaudited) (unaudited) (audited) £ £ £ Dividends 110,061 352,826 425,919 Money-market funds 24,841 31,896 59,178 Loan stock interest 714,478 479,770 1,184,015 Bank deposits 18,526 411 12,879 ------ ------ ------ Total Income 867,906 864,903 1,681,991 4. Investment management expense In accordance with the policy statement published under "Management and Administration" in the Company's prospectus dated 9 July 2004, the Directors have charged 75% of the investment management expense to the capital reserve. 5. Taxation There is no tax charge for the period as the Company has tilized tax losses brought forward to reduce taxable profit for the period to nil. 6. Basic and diluted earnings and return per share The basic and diluted earnings, revenue return and capital return per share shown below for each period are respectively based on numerators i)-iii), each divided by the weighted average number of shares in issue in the period - see iv) below. Six months ended Six months ended Year ended 30 June 2012 30 June 2011 31 December 2011 (unaudited) (unaudited) (audited) £ £ £ i) Total earnings after taxation 644,998 (452,748) 1,663,621 Basic and diluted earnings per ordinary share (pence) 1.45p (1.07)p 3.89p ii) Net revenue from ordinary activities after taxation 499,347 550,188 963,571 Basic and diluted revenue earnings per ordinary share (pence) 1.12p 1.30p 2.25p iii) Net nrealized gains/(losses) 130,229 (709,124) 688,724 Net nrealiz capital gains 294,571 2,953 520,219 Capital expenses (net of taxation) (279,149) (296,765) (508,893) ------ ------ ------ Total capital return 145,651 (1,002,936) 700,050 Basic and diluted capital earnings per ordinary share (pence) 0.33p (2.37)p 1.64p iv) Weighted average number of shares in issue in the period 44,470,760 42,451,988 42,820,660 7. Dividends paid Six months ended Six months ended Year ended 30 June 2012 30 June 2011 31 December 2011 (unaudited) (unaudited) (audited) £ £ £ Final income dividend paid for year ended 31 December 2011 of 1.25p per share 578,942 - - Final capital dividend paid for year ended 31 December 2011 of 5p per share 2,315,764 - - Final income dividend paid for year ended 31 December 2010 of 0.5p per share - 218,559 218,436 Final capital dividend paid for year ended 31 December 2010 of 4.5p per share - 1,967,028 1,965,925 Interim income dividend paid for year ended 31 December 2011 of 0.5p per share - - 218,236 ------ ------ ------ 2,894,706 2,185,587 2,402,597 8. Basic and diluted net asset value per ordinary share As at As at As at 30 June 2012 30 June 2011 31 December 2011 (unaudited) (unaudited) (audited) £ £ £ Net assets 42,077,242 39,494,397 40,726,175 Number of shares in issue 46,199,153 43,476,236 42,606,052 Basic and diluted net asset value per share(pence) 91.08p 90.84p 95.59p 9. Summary of non-current investments at fair value during the period Traded Unquoted Unquoted Loan Total on AiM Equity preference stock shares shares £ £ £ £ Valuation at 1 January 2012 260,519 7,164,635 35,061 19,958,575 27,418,790 Purchases at cost - 2,914,286 - 4,200,000 7,114,286 Sales - net proceeds - (2,065,710) (3,306) (815,543) (2,884,559) - net realised gains - 274,213 - 20,358 294,571 Unrealised gains/(losses) 82,604 351,895 1,558 (305,828) 130,229 ------ ------ ------ ------ ----- Valuation at 30 June 2012 343,123 8,639,319 33,313 23,057,562 32,073,317 ------ ------ ------ ------ ----- Book cost at 30 June 2012 305,000 9.965,867 45,303 23,004,813 33,320,983 Unrealised gains/(losses) at 30 June 2012 38,123 (1,326,548) (11,990) 52,749 (1,247,666) ------ ------ ------ ------ ----- Valuation at 30 June 2012 343,123 8,639,319 33,313 23,057,562 32,073,317 ------ ------ ------ ------ ----- Gains on investments Net realised gains based on historical cost - 1,852,447 - 151,513 2,003,960 Less amounts recognised as as unrealised gains in previous years - 1,578,234 - 131,155 1,709,389 Net realised gains based on carrying value at 31 December 2011 - 274,213 - 20,358 294,571 Net movement in unrealised gains/(losses) in the period 82,604 351,895 1,558 (305,828) 130,229 ------ ------ ------ ------ ----- Gains/(losses) on investments for the period ended 30 June 2012 82,604 626,108 1,558 (285,470) 424,800 10. Current Investments at fair value These comprise investments in six Dublin based OEIC money market funds managed by Royal Bank of Scotland, Blackrock Investment Management, Goldman Sachs, Insight Investment Management, Scottish Widows Investment Management and Fidelity Investment Management. All of these sums are subject to same day access. 11. Capital and reserves Called up Capital Share Revaluation Special Profit Total share redemption premium reserve distributable and loss capital reserve reserve reserve account £ £ £ £ £ £ £ At 1 January 2012 426,061 56,182 22,034,106 3,455,913 11,161,745 3,592,168 40,726,175 Shares issued under Linked Offer for Subscription 48,816 - 4,627,716 - - - 4,676,532 Shares bought back (12,885) 12,885 - - (1,075,757) - (1,075,757) Written off to special reserve - - - - (324,237) 324,237 - Realisation of previously unrealised appreciation - - - (1,709,389) - 1,709,389 - Dividend - final for year ended 31 December 2011 - - - - - (2,894,706) (2,894,706) Profit for the period - - - 130,229 - 514,769 644,998 ------ ------ ------ ------ ------ ------ ----- At 30 June 2012 461,992 69,067 26,661,822 1,876,753 9,761,751 3,245,857 42,077,242 ------ ------ ------ ------ ------ ------ ----- 12. Post balance sheet events On 10 July 2012 and 2 August 2012, the Company allotted a further 398,958 ordinary shares under the Mobeus (formerly Matrix) VCTs Linked Offer launched on 20 January 2012, raising net funds of £361k. This Offer closed on 30 June 2012. On 20 July 2012, the Company made an investment of £1.679 million to support the Management buyout of Tessella, an international provider of science- powered technology and consulting services, using the Company's existing investment of £1 million in the acquisition vehicle Sawrey and an additional £679k from its cash resources. 13. Financial statements for the year ended 31 December 2011 The information for the period ended 30 June 2012 does not comprise full financial statements within the meaning of Section 435 of the Companies Act 2006. The financial statements for the year ended 31 December 2011 have been filed with the Registrar of Companies. The auditor has reported on these financial statements and that report was unqualified and did not contain a statement under section 498(2) of the Companies Act 2006. 14. Half-Yearly Report This Half-Yearly Report will shortly be made available on our website: www.migvct.co.uk and will be circulated by post to those shareholders who have requested copies of the Report. Further copies are available free of charge from the Company's registered office, 30 Haymarket, London, SW1Y 4EX or can be downloaded via the website. SHAREHOLDER INFORMATION The Manager completed its buy-out from Matrix Group on 30 June 2012 to become a fully independent firm owned by its partners and changed its name to Mobeus Equity Partners. The name of the Company changed from Matrix Income & Growth VCT plc to be consistent with this change. The team at your Manager remains unchanged and the Company's current investment strategy will continue. Shareholders wishing to follow the Company's progress can visit the Mobeus website at www.migvct.co.uk. The website includes dedicated pages on the Company providing up-to-date details on fund performance and dividends as well as publicly available information on the Company's portfolio of investments and copies of company reports. There is also a link to the London Stock Exchange's website where shareholders can obtain 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. Shareholder enquiries Shareholders are encouraged to take advantage of the online investor services offered by Computershare, the registrars to the Company, by going to their Investor Centre at: www.investorcentre.co.uk/. This provides the most efficient way of checking information on your account and making changes to your instructions. Once you have registered you can use the website to check your shareholding and dividend payments and amend your address or bank details. You can also use the site to manage your options for receiving communications from the Company, including submitting proxy votes for general meetings. Alternatively, you may prefer to contact the registrars by phone or post: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, tel: 0870 702 0010. Dividends 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 from Computershare. Shareholder communications Shareholders receive a regular newsletter published by the Manager for all its VCT Shareholders. The newsletter includes information on the latest investments made by the Company and portfolio news as well as performance data. The Manager holds an annual shareholder workshop which will includes a presentation on the Mobeus VCTs' investment activity and performance. The next AGM of the Company will be held in May 2013. The AGM will include a presentation by the Manager and there will be the opportunity for shareholders to discuss the progress of the portfolio with the Board and the Manager. Annual Report The Board intends to announce the Company's Annual Financial Results in respect of the year ended 31 December 2012 in March 2013 and the Annual Report will be circulated to Shareholders in April 2013. Net asset value per share The Company's NAV per share as at 30 June 2012 was 91.08 pence per share. The Company announces its unaudited NAV on a quarterly basis. Selling your shares The Company's shares are listed on the London Stock Exchange and as such they can be sold in the same way as any other quoted company through a stockbroker. However, to ensure that you obtain the best price, Shareholders wishing to sell their shares are advised to contact the Company's stockbroker, Matrix Corporate Capital, by telephoning 020 3206 7176/7 before agreeing a price with their stockbroker. Shareholders are also advised to discuss their individual tax position with their financial advisor before deciding to sell their shares PERFORMANCE DATA AT 30 JUNE 2012 The following tables show, for all investors in Mobeus Income & Growth VCT plc and the former Matrix Income & Growth 3 VCT plc, how their investments have performed since they were originally allotted shares in each fundraising. Total return data, which includes cumulative dividends paid to date, is shown on both a share price and NAV basis as at 30 June 2012. The NAV basis enables Shareholders to evaluate more clearly the performance of the Manager, as it reflects the underlying value of the portfolio at the reporting date. This is the most widely used measure of performance in the VCT sector. MIG VCT fundraisings Share price as at 30 June 2012 80.50 pence 1 NAV per share as at 30 June 2012 91.08 pence Allotment date(s) Allotment Net Cumulative Total return Total return price allotment dividends per per share to price 2 paid share to shareholders per share 3 shareholders since since allotment allotment (Share price basis) (NAV basis) (p) (p) (p) (p) Funds raised 2004/05 Between 5 October 2004 and 29 June 2005 100.00 60.00 33.05 113.55 124.13 Funds raised 2010/11 21 January 2011 98.00 68.60 11.75 92.25 102.83 28 February 2011 102.30 71.61 11.75 92.25 102.83 22 March 2011 102.30 71.61 11.75 92.25 102.83 1 April 2011 102.30 71.61 11.75 92.25 102.83 5 April 2011 102.30 71.61 11.75 92.25 102.83 10 May 2011 100.60 70.42 11.75 92.25 102.83 6 July 2011 95.30 66.71 6.75 87.25 97.83 Funds raised 2012 8 March 2012 101.20 70.84 6.25 86.75 97.33 4 April 2012 101.20 70.84 6.25 86.75 97.33 5 April 2012 101.20 70.84 6.25 86.75 97.33 10 May 2012 101.20 70.84 6.25 86.75 97.33 10 July 2012 95.50 66.85 - 80.50 91.08 MIG 3 VCT fundraising Share price as at 30 June 2012 85.77 pence NAV per share as at 30 June 2012 97.05 pence Shareholders in the former Matrix Income & Growth 3 VCT plc received approximately 1.0655 shares in the Company for each MIG 3 VCT share that they held on 20 May 2010, when the two VCTs merged. Both the share price and the NAV per share have been adjusted using this merger ratio. Allotment date(s) Allotment Net Cumulative Total return per Total return price allotment dividends share to per share to price 2 paid per shareholders since shareholders share 3 allotment since allotment (Share price basis) (NAV basis) (p) (p) (p) (p) (p) Funds raised 2005/06 Between 24 January 2006 and 5 April 2006 100.00 60.00 22.07 107.84 119.11 1 - Source: London Stock Exchange. 2 - Net allotment price is the allotment price less applicable income tax relief. Income tax relief was 40% from 6 April 2004 to 5 April 2006, and 30% thereafter. 3 -For derivation, see table below. CUMULATIVE DIVIDENDS PAID Funds raised Funds raised Funds raised Funds raised 2004/05 2005/06 2010/11 2012 (p) (p) (p) (p) 27/09/2005 0.30 16/05/2006 0.70 14/09/2006 0.80 18/05/2007 1.40 1.25 20/09/2007 1.00 1.00 21/05/2008 7.80 1.50 11/09/2008 3.30 1.00 15/05/2009 1.00 0.80 21/04/2010 5.00 4.00 20 May 2010 merger of MIG VCT and MIG 3 VCT 27/05/2011 5.00 5.331 5.00 15/09/2011 0.50 0.531 0.50 22/05/2012 6.25 6.661 6.25 6.25 ------ ------ ------ ------ 33.05 22.07 11.75 6.25 1 - The dividends paid to former MIG 3 VCT Shareholders after the merger on 20 May 200 have been restated to reflect the merger conversion ratio of approximately 1.0655.

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