Final Results

RNS Number : 2746A

Maven Income and Growth VCT 5 PLC

18 March 2013

 



Maven Income and Growth VCT 5 PLC

 

Final results for the year ended 30 November 2012

The Directors report the Company's financial results for the year ended 30 November 2012.

Chairman's Statement

I am pleased to report further positive progress during the year in meeting the objectives agreed when Maven Capital Partners UK LLP (Maven) was appointed as Manager in February 2011.

At that time your Board concluded that the interests of Shareholders were best served by engaging the services of a Manager with the resources and experience to expand and broaden the asset base to include a portfolio of attractive, later-stage private company holdings. This strategy was aimed at diversifying the portfolio away from a highly concentrated exposure to AIM, and at the same time improve the level of revenues generated by your Company in support of the Board's desire to implement a progressive dividend programme.

Over the past two years a restructuring of the portfolio has been actively implemented, and a modest resurgence in the appeal of AIM during that period has allowed the Manager to realise certain holdings for value, and re-deploy the capital in income-producing private companies. Your Board firmly believes that a dual strategy of retaining a smaller number of growth focused AIM holdings in tandem with an expanded private company portfolio, will help to deliver steady improvements in Shareholder returns from a more diversified asset base which is less susceptible to movements in the quoted markets. The progress achieved in net asset value (NAV) and the improved final dividend this year are encouraging and tangible early signs that this strategy is beginning to bear fruit.

On a more general note, your Board is pleased that, in the period under review, there has been a wide range of independent industry recognition of the success of your Manager's investment approach and ability to deliver a consistent level of Shareholder returns. Maven was announced as the winner in the UK Small Buyout House of the Year category for the ACQ Finance Magazine Global Awards 2012 and named as winner of VCT Exit of the Year at the 2012 unquote" British Private Equity Awards as well as being a finalist in the VCT House of the Year category. These awards acknowledge innovation and excellence in the private equity and venture capital sectors.

 

Market background

Despite reduced market volatility in recent months, there is continued political and economic uncertainty in parts of the Eurozone and consumers and businesses remain nervous about the possibility of Britain falling back into recession.

The AIM portfolio is exposed to market sentiment as seen with the quoted market's reaction to the agreement on US fiscal policy.

Despite this economic backdrop the Board is pleased to note that the new later-stage private companies are performing broadly to plan and consistently paying a yield to your Company. In addition the reduction of the AIM concentration in the portfolio will help insulate Shareholders from market volatility.

 

Performance

·      NAV total return of 55.58p per share (2011: 52.24p) at the year end, up 6.4% over the period;

·      NAV at period end of 32.08p per share (2011: 30.24p);

·      Investment revenues increased by approximately 56.2% compared to the prior year;

·      Final dividend proposed of 1.15p per share, up from 1.0p per share for the year ended 30 November 2011;

·      Four substantial new later-stage yielding investments added during the year, and ten completed since the Manager was appointed;

·      A total of £2,085,000 of proceeds realised from AIM disposals, generating gains of £471,000 over the carrying value at 30 November 2011; and

·      Liquidity position improved to £2,047,000 from £1,645,000 during the year, providing additional funds for further investment.

The most important measure of performance for a VCT is the NAV total return, being the current NAV combined with the long term record of dividend payments out of income and capital gains. The NAV in isolation is a less important measure of performance as the underlying investments are long-term in nature and not readily realisable.

 

Earnings and dividends

The Board proposes an increased final dividend of 1.15p per share, for payment on 24 May 2013 to Shareholders on the register at close of business on 3 May 2013. The total cost of this distribution would be approximately £671,000 and have the effect of reducing the Company's assets by around 3.6%.

The Company has a record of paying regular dividends and, following payment of the final dividend, will have distributed a total of 24.65p per share to Shareholders. The Board is committed to continuing to work with the Manager to expand the new income producing private equity portfolio, and to position the Company to be able to pay a higher level of dividends in future years.

 

Investment and realisation activity

The past year has seen significant levels of realisations and new investment activity across Maven's network of six regional offices, with new investments completed in four established cash-generative businesses.

As set out in previous Reports a detailed review of the legacy portfolio has been completed by Maven and £5.0 million of cash has already been realised from a number of AIM quoted assets. A further £1.2 million was received in respect of the sale of Infrared Integrated Systems to the US corporation Launchchange Operations, which represented a 2.4 times return on cost over the period since investment in November 2005.

The proceeds of disposals have provided sufficient liquidity to allow the Company to participate in all Maven led private equity transactions since February 2011, with ten new yielding private company assets added to the portfolio. Recent disposals mean that your Company has greater cash reserves than at any point in the past two years and is well positioned to continue with the strategy of generating increased revenues from an underlying portfolio of income-generating private companies.

 

Borrowing powers

It was stated in the Circular to Shareholders, dated 7 March 2011 in respect of the proposed change of investment policy, that the Manager would have the authority to borrow up to 15% of net asset value, on a selective basis, in pursuit of its investment strategy. This authority has not been utilised to date and remains in place as an available option, but neither the Board nor the

Manager anticipates that the Company will require to make use of it in the foreseeable future and no borrowing will be undertaken without Board approval.

 

Valuation process

Investments held by Maven Income and Growth VCT 5 PLC in unquoted companies are valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Investments quoted or traded on a recognised stock exchange, including AIM, are valued at their bid prices. Comments on specific investments can be found in the Investment Manager's Review and the Legacy Portfolio Review.

 

Board of Directors

Three of the four members of the Board, including myself as Chairman, have held office since the Company's launch and it was recognised that it is in the best interests of Shareholders that each of the continuing Directors should retire annually and, if appropriate, seek re-election. The Directors also wished to ensure that the strategic changes made in recent years have been given the opportunity to show improved results, before the implementation of a succession plan with the intention that one or more of the Directors would step down at the Annual General Meetings (AGMs) to be held in 2013 and 2014 to allow new Board members to be appointed. In accordance with this strategy, Mr Humphries, Mr Mitchell and I will each retire and stand for re-election by Shareholders at the 2013 AGM, at which Mr Matheson will stand down and will not seek re-election. Subject to Shareholders approval for his re-election at the 2013 AGM, it is intended that Mr Mitchell will stand down at a date to be agreed, but by no later than the AGM to be held in 2014. The Directors are considering a number of candidates for potential replacements and the appointment of new Directors and the future constitution of the Board will be confirmed and communicated fully to Shareholders in due course, with each new Director being subject to re-election by Shareholders at the subsequent AGM.

I would like to take this opportunity to thank Mr Matheson for the valued contribution that he has made to the deliberations of the Board during his time as a Director and wish him well for the future.

 

Enhanced Share Buy-back (EBB) Scheme

On 16 October 2012 the Board announced that the EBB Scheme, launched on 17 August 2102, had closed. As a result, the Company purchased 6,461,699 Ordinary Shares at a price of 33.1p per share and allotted 6,253,670 Ordinary Shares at 34.2p per share pursuant to the EBB Scheme.

Due to the success of this EBB Scheme the Board may consider further such schemes in the future.

 

VCT Regulation

The Board was pleased to note the recent approval by the European Commission of proposed increases to the size of companies which can receive VCT funding, and of the amount which can be invested in a qualifying business. This was welcome news for investors and reaffirms the attraction of generalist VCTs as a tax-efficient route to investment in high-growth smaller companies.

The AIC has been working closely with the FSA on Consultation Paper CP12-19 (Restrictions on the retail distribution of unregulated collective investment schemes and close substitutes) and its applicability to venture capital trusts. VCTs are listed investment companies, each overseen by an independent board and regulated by the listing rules and company law in the same way that investment trusts are. The Board has supported the AIC in calling on the FSA to exclude VCTs from the proposals, in the same way that investment trusts have been, and the FSA has recently announced that it will be reconsidering its recommendations.

The Manager monitors all potential regulatory changes that are under consideration and keeps the Board informed of any implications for the Company.

New VCT Offers and fund raising

On 23 January 2013 your Board announced an intention to offer an opportunity to acquire new Ordinary Shares in the Company through a top-up Offer aiming to raise £1.0 million before expenses, which is within the maximum permitted under the Prospectus Rules and avoids the higher costs associated with publishing a full prospectus. The Company will not be issuing more than 5,927,710 new Ordinary Shares which is within existing Shareholder authorities. The new Ordinary Shares will be issued at a Subscription Price that represents the latest published NAV per share at the date of issue of the Offers Document adjusted to cover the cost of the Offer, so that existing Shareholders do not suffer any dilution.

The Company made its Offer in parallel with Maven Income and Growth VCT, Maven Income and Growth VCT 2 and Maven Income and Growth VCT 3, each of which was aiming to raise £1.5 million. Each investor's subscription will be split between the four Companies in proportion to the amounts being raised. The Company may use the money raised under the Offer to pay dividends and general running costs, thereby preserving for investment purposes an equivalent sum of more valuable 'old money' which operates under more advantageous VCT regulations. The proceeds of the Offer will provide additional liquidity for the Company to make further later-stage investments, and enable it to spread its costs over a larger asset base to the benefit of all Shareholders.

On 11 February 2013, the Board announced that the Offer had closed, fully subscribed, and that confirmation of the allotments of shares and the scaling back of applications would be provided in due course. An initial allotment of 517,412 Ordinary Shares was made on 4 March 2013, with further allotments expected to take place during April 2013.

 

Principal risks and uncertainties

The Board has reviewed the principal risks and uncertainties facing the Company, which are set out in the Annual Report, and are the risks involved in investment in small and unquoted companies. In order to reduce the exposure to investment risk, the Company has invested in a broadly-based portfolio of investments in unlisted and AIM/ISDX quoted companies in the UK.

The VCT qualifying status of the Company is reviewed regularly by your Board and monitored on a continuous basis by the Manager in order to ensure that all of the criteria for VCT status continue to be satisfied. The Board can confirm that all tests continue to be met.

 

Annual General Meeting

The 2013 AGM will be held in the London office of Maven Capital Partners UK LLP on 16 April 2013, and the Notice of Annual General Meeting can be found on pages 53 to 57 of this Annual Report. In light of the geographic spread of the Company's investor base, the Board has given consideration to changing the location for future AGMs to allow more Shareholders the opportunity to meet the Directors and the Manager. Therefore, with effect from 2014, it is intended to hold AGMs in Glasgow and London in alternate years.

 

Outlook

In tandem with the uplift in NAV, the improvements in liquidity and revenue achieved within the portfolio over the past 12 months have provided your Board with the confidence to increase the final dividend for the first time in five years. Furthermore, with a strong pipeline of prospective new transactions in progress across the Manager's network, your Board looks forward with cautious optimism and believes that the Manager is well positioned to continue the positive developments made to date in implementing its investment mandate and produce further improvement in Shareholder returns.

 

Gordon Brough

Chairman

18 March 2013

 

Maven Income and Growth VCT 5 PLC
Income Statement
For the year ended 30 November 2012
	Year ended 30 November 2012			Year ended 30 November 2011
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Gains/(losses) on investments	-	1,945	1,945	-	(2,147)	(2,147)
Income from investments and deposit interest	303	-	303	194	-	194
Investment management fees	(10)	(32)	(42)	(67)	(201)	(268)
Other expenses	(290)	-	(290)	(298)	-	(298)
Net return on ordinary activities before taxation	3	1,913	1,916	(171)	(2,348)	(2,519)
Tax on ordinary activities	-	-	-	-	-	-
Return attributable to Equity Shareholders	3	1,913	1,916	(171)	(2,348)	(2,519)
Earnings per share (pence)	-	3.23	3.23	(0.29)	(3.96)	(4.25)

A Statement of Total Recognised Gains and Losses has not been prepared, as all gains and losses are recognised in the Income Statement.

All items in the above statement are derived from continuing operations. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.

The total column of this statement is the Profit and Loss Account of the Company.

Reconciliation of Movements in Shareholders' Funds
For the year ended 30 November 2012
	Year ended 30 November 2012		Year ended 30 November 2011
	£'000		£'000
Opening Shareholders' funds	17,925		21,337
Net return for year	1,916		(2,519)
Proceeds of share issue	2,138		-
Share issue expense	(50)		(4)
Repurchase and cancellation of shares	(2,311)		-
Dividends paid - revenue	-		-
Dividends paid - capital	(889)		(889)
Closing Shareholders' funds	18,729		17,925

Maven Income and Growth VCT 5 PLC
Balance Sheet
As at 30 November 2012
	30 November 2012		30 November 2011
	£'000	£'000	£'000	£'000
Fixed assets
Investments at fair value through profit or loss		16,794		16,289
Current assets
Debtors	33		34
Cash and overnight deposits	2,047		1,645
		2,080		1,679
Creditors
Amounts falling due within one year		(145)		(43)
Net current assets		1,935		1,636
Net assets		18,729		17,925
Capital and reserves
Called up share capital		5,838		5,928
Share premium account		2,847		1,384
Capital reserve - realised		(20,402)		(20,735)
Capital reserve - unrealised		(10,307)		(10,998)
Special distributable reserve		38,771		41,082
Capital redemption reserve		3,381		2,666
Revenue reserve		(1,399)		(1,402)
Net assets attributable to Ordinary Shareholders		18,729		17,925
Net asset value per Ordinary Share (pence)		32.08		30.24

Maven Income and Growth VCT 5 PLC
Cash Flow Statement
For the year ended 30 November 2012
	30 November 2012		30 November 2011
	£'000	£'000	£'000	£'000
Operating activities
Investment income received	327		177
Deposit interest and other income received	(6)		1
Investment management fees paid	-		(303)
Secretarial fees paid	(86)		(115)
Directors' expenses paid	(57)		(71)
Other cash payments	(87)		(140)
Net cash inflow/(outflow) from operating activities		91		(451)
Financial investment
Purchase of investments	(3,344)		(1,180)
Sale of investments	4,767		3,680
Net cash inflow from financial investment		1,423		2,500
Equity dividends paid		(889)		(889)
Net cash inflow before financing		625		1,160
Financing
Issue of Ordinary Shares	2,138		-
Expense of share issue	(50)		(4)
Repurchase of Ordinary Shares	(2,311)		-
Net cash (outflow)/inflow from financing		(223)		(4)
Increase in cash		402		1,156

Notes

Accounting Policies - UK Generally Accepted Accounting Practice

(a) Basis of preparation

The Financial Statements have been prepared under the historical cost convention, modified to include the revaluation of investments, and in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the SORP) issued in January 2009. The disclosures on going concern in the Directors' Report form part of these Financial Statements.

(b) Income

Dividends receivable on equity shares and unit trusts are treated as revenue for the period on an ex-dividend basis. Where no ex-dividend date is available dividends receivable on or before the year end are treated as revenue for the period. Provision is made for any dividends not expected to be received. The fixed returns on debt securities and non-equity shares are recognised on a time apportionment basis so as to reflect the effective interest rate on the debt securities and shares. Provision is made for any fixed income not expected to be received. Interest receivable from cash and short term deposits and interest payable are accrued to the end of the year.

(c) Expenses

All expenses are accounted for on an accruals basis and charged to the Income Statement. Expenses are charged through the revenue account except as follows:

·      expenses which are incidental to the acquisition and disposal of an investment are charged to capital; and

·      expenses are charged to realised capital reserves where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the investment management fee has been allocated 25% to revenue and 75% to realised capital reserves to reflect the Company's investment policy and prospective income and capital growth.

(d) Taxation

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the Financial Statements which are capable of reversal in one or more subsequent periods.

Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

The tax effect of different items of income/gain and expenditure/loss is allocated between capital reserves and revenue account on the same basis as the particular item to which it relates using the Company's effective rate of tax for the period.

UK Corporation tax is provided at amounts expected to be paid/recovered using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.

(e) Investments

In valuing unlisted investments the Directors follow the criteria set out below. These procedures comply with the revised International Private Equity and Venture Capital Valuation Guidelines (IPEVCV) for the valuation of private equity and venture capital investments. Investments are recognised at their trade date and are designated by the Directors as fair value through profit and loss. At subsequent reporting dates, investments are valued at fair value, which represents the Directors' view of the amount for which an asset could be exchanged between knowledgeable and willing parties in an arm's length transaction. This does not assume that the underlying business is saleable at the reporting date or that its current shareholders have an intention to sell their holding in the near future.

A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.

1.   For investments completed within the 12 months prior to the reporting date, fair value is determined using the Price of Recent Investment Method, except that adjustments are made when there has been a material change in the trading circumstances of the company or a substantial movement in the relavant sector of the stock market.

2.   Whenever practical, recent investments will be valued by reference to a material arm's length transaction or a quoted price.

3.   Mature companies are valued by applying a multiple to their fully taxed prospective earnings to determine the enterprise value of the company.

3.1        To obtain a valuation of the total ordinary share capital held by management and the institutional             investors, the value of third party debt, institutional loan stock, debentures and preference share capital             is deducted from the enterprise value. The effect of any performance related mechanisms is taken into             account when determining the value of the ordinary share capital.

            3.2        Preference shares, debentures and loan stock are valued using the Price of Recent Investment Method.                         When a redemption premium has accrued, this will only be valued if there is a reasonable prospect of it                         being paid. Preference shares which carry a right to convert into ordinary share capital are valued at the                         higher of the Price of Recent Investment Method basis and the price/earnings basis.

4.   Where there is evidence of impairment, a provision may be taken against the previous valuation of the investment.

5.   In the absence of evidence of a deterioration, or strong defensible evidence of an increase in value, the fair value is determined to be that reported at the previous balance sheet date.

6.   All unlisted investments are valued individually by Maven Capital Partners Portfolio Management Team. The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company.

7.   In accordance with normal market practice, investments listed on the Alternative Investment Market or a recognised stock exchange are valued at their bid market price.

(f) Fair value measurement

Fair value is defined as the price that the Company would receive upon selling an investment in a timely transaction to an independent buyer in the principal or the most advantageous market of the investment. A three-tier hierarchy has been established to maximise the use of observable market data and minimise the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable.

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.

Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on best information available in the circumstances

The three-tier hierarchy of inputs is summarised in the three broad levels listed below.

·      Level 1 - quoted prices in active markets for identical investments;

·      Level 2 - other significant observable inputs (included quoted prices for similar investments, interest rates, prepayment speeds, credit risk etc); and

·      Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments).

(g) Gains and losses on investments

When the Company sells or revalues its investments during the year, any gains or losses arising are credited/charged to the Income Statement.

Movement in reserves

	Share premium account	Capital reserve realised	Capital reserve unrealised	Special distributable reserve	Capital redemption reserve	Revenue reserve
	£'000	£'000	£'000	£000	£000	£'000
At 1 December 2011	1,384	(20,735)	(10,998)	41,082	2,666	(1,402)
Gains on sales of investments	-	1,254	-	-	-	-
Net increase in value of investments	-	-	691	-	-	-
Investment management fees	-	(32)	-	-	-	-
Dividends paid	-	(889)	-	-	-	-
Repurchase and cancellation of shares	-	-	-	(2,311)	715	-
Share issue	1,463	-	-	-	-	-
Net return on ordinary activities	-	-	-	-	-	3
At 30 November 2012	2,847	(20,402)	(10,307)	38,771	3,381	(1,399)

Returns per Ordinary Share

The returns per share are based on the following figures:

	Year ended	Year ended
	30 November 2012	30 November 2011
	£'000	£'000
Weighted average number of Ordinary Shares in issue	59,231,614	59,277,137
Revenue return	£3,000	(£171,000)
Capital return	£1,913,000	(£2,348,000)
Total return	£1,916,000	(£2,519,000)

Net asset value per Ordinary Share

Net asset value per Ordinary Share as at 30 November 2012 has been calculated using the number of Ordinary Shares in issue at that date of 58,379,108 (2011: 59,277,137).

Principal risks and uncertainties

The principal risks facing the Company relate to its investment activities and include market price, interest rate and liquidity risk. An explanation of these risks and how they are managed is contained in Note 18 to the Financial Statements. Additional risks faced by the Company, and the mitigation approach adopted by the Board, are as follows:

·      investment objective: the Board's aim is to achieve long term capital appreciation and generate maintainable levels of income for Shareholders, while managing risk by ensuring an appropriate diversification of investments;

·      investment policy: inappropriate stock selection leading to underperformance in absolute and relative terms is a risk which the Manager mitigates by operating within investment guidelines and regularly monitoring performance against the peer group. The regulations affecting venture capital trusts are central to the Company's investment policy;

·      discount volatility: due to the lack of liquidity in the secondary market, venture capital trust shares tend to trade at discounts to net asset values; and

·      regulatory risk: the Company operates in a complex regulatory environment and faces a number of related risks. A breach of Section 274 of the Income Tax Act 2007 could result in the Company being subject to capital gains tax on the sale of its investments. A breach of the VCT Regulations could result in the loss of VCT status and consequent loss of tax reliefs currently available to Shareholders. A serious breach of other regulations, such as the UKLA Listing Rules or the Companies Act, would lead to suspension of its shares from the Stock Exchange, loss of VCT status and reputational damage. The Board receives quarterly reports from the Manager in order to monitor compliance with regulations.

At least twice each year the Board considers all of the above risks and the measures in place to manage them.

Basis of preparation of the Financial Statements

This Financial Statements included in this Announcement has been prepared on the same basis as the Annual Report and Financial Statements for the year ended 30 November 2011. The Annual Report and Financial Statements for the year ended 30 November 2012 will be filed with the Registrar of Companies and issued to Shareholders in due course.

The financial information contained within this Announcement does not constitute the Company's statutory Financial Statements as defined in the Companies Act 2006. The statutory Financial Statements for the year ended 30 November 2011 have been delivered to the Registrar of Companies and contained an audit report which was unqualified and did not constitute statements under S498(2) or S498(3) of the Companies Act 2006.

Directors' responsibility statement

The Directors confirm that, to the best of their knowledge:

·      the Financial Statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities and financial position of the Company as at 30 November 2012 and for the year to that date; and

·      the Directors' Report includes a fair review of the development and performance of the Company, together with a description of the principal risks and uncertainties that it faces.

Other information

The Annual General Meeting will be held on 16 April 2013, commencing at 10.00 am, at 9-13 St Andrew Street, London EC4A 3AF.

Copies of this announcement, and of the Annual Report and Financial Statements for the year ended 30 November 2012, will be available to the public at the office of Maven Capital Partners UK LLP, 205 West George Street, Glasgow G2 2LW; at the registered office of the Company, 9-13 St Andrew Street, London EC4A 3AF and on the Company's website at www.mavencp.com/migvct5.

Neither the content of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

The Annual Report and the Circular have been submitted to the National Storage Mechanism will be available for inspection at: www.Hemscott.com/nsm.do.

By Order of the Board

Maven Capital Partners UK LLP

Secretary

18 March 2013

 

END

 

 

FR JPMFTMBTBBRJ