Half Yearly Report

RNS Number : 9153M
Maven Income & Growth VCT 4 PLC
30 August 2013
 

Maven Income and Growth VCT 4 PLC

 

Interim Results

 

The Directors announce the unaudited interim results for the six months ended 30 June 2013.

 

On behalf of your Board I am pleased to announce the financial results for the six months to 30 June 2013 during which the Company successfully completed a share class consolidation and the merger with Ortus VCT PLC on 3 April 2013.

 

The merger enabled your Company to acquire valuable 'old money' which can be invested under more favourable VCT regulations, and is expected to deliver cost savings and administrative efficiency.

 

The six months to 30 June 2013 have been another period of progress for your Company with net assets increasing to £29.4 million, including the proceeds of the successful Offer for Subscription which closed on 30 April 2013.

 

Highlights

Total return on Ordinary Shares of 124.90p per share at 30 June 2013, up 2.15p (1.75%) from 31 December 2012;

NAV of Ordinary Shares at period end of 97.60p per share;

NAV of C Shares at period end of 98.40p per share;

Realisation of Atlantic Foods Group for a total return of 1.8x cost;

Seven new investments made during the period;

Partial exit from Homelux Nenplas alongside a secondary buy-out of the Nenplas business;

Successful IPO of esure; and

Interim dividend declared of 2.00p per Ordinary Share (2012: 1.75p).

 

The most important measure of performance for a VCT is the NAV total return, which is the long term record of dividend payments

out of income and capital gains combined with the current NAV.

 

Dividends

The Board has declared an interim dividend of 2.00p per Ordinary Share, comprising 1.00p of revenue and 1.00p of capital, to be paid on 27 September 2013 to Shareholders on the register on 6 September 2013.

 

Ortus Shareholders received a special dividend of 2.00p per Ortus Ordinary Share on 17 April 2013, paid from cash transferred from Ortus to the C Share pool. By that time, Ordinary, S and Ortus Shareholders who invested at the outset had received dividends totalling 27.30p, 13.35p and 15.41p respectively.

The Board regards the growing level of dividends as an indication of the success of the Company's investment strategy and is committed to improving Shareholder distributions in future years as the portfolio continues to expand and mature.

 

The investment portfolio

During the period your Company participated in seven new private company transactions, as well as six follow-on investments supporting the development of existing portfolio companies. Most of the existing private equity assets are trading acceptably or ahead of plan. Developments within the portfolio are detailed in the Investment Manager's Review

 

Principal risks and uncertainties

The Board has reviewed the principal risks and uncertainties facing the Company, which were set out in full in the 2012 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 mature companies in the United Kingdom.

 

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 qualifying status are met. The Board is pleased to confirm that all tests continue to be met.

 

Valuation process

Investments held by Maven Income and Growth VCT 4 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.

 

VCT regulation

The AIC worked closely with the FSA on Consultation Paper 12-19 (restrictions on the retail distribution of unregulated collective investment schemes and close substitutes) and its applicability to venture capital trusts. 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 was pleased to note the announcement by the FCA (which replaced the FSA) that VCTs have been excluded from the marketing restrictions.

 

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

 

VCT Offers and fund raising

An Offer for subscription was included in the merger documentation, resulting in the issue of 4,324,206 new Ordinary Shares and raising an additional £4,224,749 of share capital. The Offer closed on 30 April 2013.

 

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.

 

Share buy-back policy

Shareholders have given the Board authority to buy back Shares for cancellation when it is in the interests of the Shareholders and the Company as a whole and 195,000 Ordinary Shares and 105,000 C Ordinary Shares were bought back during the period at a cost of £173,440 and £94,825 respectively. Details of the parameters within which the Company may carry out share buy-backs are given in the Directors' Report in the Annual Report.

 

Enhanced Share Buy-back (EBB) Scheme

Within the Shareholder circular and prospectus dated 1 March 2013, the Company announced its intention to offer Shareholders the opportunity to participate in an EBB scheme during 2013. As HM Treasury have recently issued a formal consultation on such schemes a decision will be deferred until the guidelines are available.

 

The future

As a result of the share consolidation, merger and recent Offer your Company is well placed to further develop its portfolio of investments and the Board believes that the selective, later-stage investment strategy pursued by the Manager will continue to drive attractive returns to Shareholders.

 

Ian Cormack

Chairman

30 August 2013

 

Investment Manager's Review

Overview

The continuing focus for your Company is to achieve long-term capital appreciation and to generate maintainable levels of tax-free income for Shareholders through the ongoing expansion of the private equity asset base.

 

The Ordinary and C portfolios combined now include almost 50 later-stage private company investments across a wide range of sectors, the majority of which are trading positively and paying an income to your Company. The portfolio continues to generate strong levels of revenue, which is an important component in your Company's ability to sustain an attractive level of tax-free distributions to Shareholders.

 

The Maven team has continued to seek out suitable investment opportunities in profitable UK companies with established revenue streams and during the period several significant new assets were added to the portfolio.

 

Kelvinlea, a second joint venture residential property development with the same developer as Moriond, was added to the portfolio in January 2013, as that first project moves towards a profitable conclusion. In March 2013 a new company was formed to acquire DPP, an established mechanical and electrical maintenance business, and two new investments into long established businesses completed in June 2013 with the acquisition of HCS Control Systems Group and the buy-out of Lambert Contracts Holdings.  In addition, Maven has incorporated three new companies to invest in the retail, manufacturing and e-commerce sectors.

 

The trend of successful exits seen during the previous financial year has continued, and three profitable realisations were achieved during the period generating capital proceeds of £1.6 million.

 

We are pleased to note a number of awards in recognition of the quality of the Company's unlisted portfolio and Maven's investment management strategy. In April 2013 our investee company, Torridon, was announced as the Midlands regional winner of the Mid-Market Private Equity-Backed Management Team of the Year award at the BVCA Management Team Awards and in the following month Maven was announced as winner of Scottish Investor of the Year at the Acquisition International M&A Awards, which recognise consistent achievement in the private equity/transactional marketplace.

 

Investment activity

During the period the Maven team completed seven new private equity investments on behalf of your Company, alongside six follow-on investments in existing portfolio companies. At the period end, the combined portfolio stood at 64 unlisted and AIM investments at a total cost of £23.6 million.

 

Investments made

 

The following investments have been completed during the period:

 




Investment cost   


 




£'000

£'000


Investment

Date

Sector

Ordinary Shares

C

Ordinary Shares

Website

Unlisted






 

Camwatch Limited

May 2013

Telecommunication  services

62

-

www.camwatch.co.uk

 

Ensco 969 Limited (trading as DPP)

March 2013

Support services

919

-

No website available

 

Glacier Energy Services Group Limited

June 2013

Oil equipment services

375

-

www.glacier.co.uk

 

HCS Control Systems Group Limited

June 2013

Oil & gas

385

-

 www.hcscsl.com

 

Kelvinlea Limited

January 2013

Real estate

185

-

No website available

 

Lambert Contracts Holdings Limited

June 2013

Construction

664

59

www.lambertcontracts.co.uk

 

Lawrence Recycling & Waste Management Limited

January 2013

Support services

105

-

www.lawrenceskiphire.co.uk

 

Lemac No. 1 Limited (trading as John McGavigan Limited)

January 2013

Automobile and parts

43

-

www.mcgavigan.com

 

Manor Retailing Limited

June 2013

RetaiI

600

125

No website available

 

Nenplas Holdings Limited

May 2013

Manufacturing

552

-

No website available

 

Richfield Engineering Services Limited

June 2013

Engineering

600

125

No website available

 

Search Commerce Limited

June 2013

Ecommerce

600

125

No website available

 

TC Communications Holdings Limited

February 2013

Support services

112

-

www.tccommunications.co.uk

 

Total unlisted investment



5,202

434


 







 

Listed fixed income






 

Treasury Bill 24 June 2013

April 2013

UK Government

2,998

-


 

Treasury Bill 23 September 2013

May 2013

UK Government

4,495

-


 

Total listed fixed income

investment



7,493

-


 







 







 

Total listed fixed income

investment






 







 

 

Total investment



12,695

434


 

 

 

Your Company has co-invested in some or all of the above transactions with Maven Income and Growth VCT, Maven Income and Growth VCT 2, Maven Income and Growth VCT 3, Maven Income and Growth VCT 5 and Talisman First Venture Capital Trust. The Company is expected to continue to co-invest with all other Maven VCT clients, which offers the advantage that, in aggregate, they are able to underwrite a wider range and larger size of transaction than would be the case on a stand-alone basis.

 

New investments

Seven private company investments were added to the portfolio during the period under review:

Kelvinlea, a new company established to acquire a small portfolio of residential properties at a discount to market value and carry out a refurbishment and sales programme over an 18 to 24 month period. The transaction provides an 8.5% paid yield and is also forecast to generate a significant capital gain when the project is completed and all assets are sold;

Ensco 969, a new company formed to acquire DPP, an established business that provides planned and reactive mechanical and electrical maintenance services to operators of pubs, restaurants and retail chains, predominantly in the South of England. DPP has strong levels of contractual and recurring revenues and a strong track record of attracting new clients and increasing both the breadth of service and geography within which it is delivered;

Manor Retailing, a new company set up to invest in the retail and leisure sector, where Maven has made a number of successful investments and sees the potential for further opportunities;

Richfield Engineering Services, a new company established with a buy & build strategy targeting engineering businesses with a strong technical service or product; encompassing manufacturing, maintenance and spares & service capabilities;

Search Commerce, a new company set up to invest in a business providing e-commerce platforms focusing on distribution, service and retail businesses;

HCS Control Systems Group, a long established business that designs, manufactures, assembles and tests instrumentation control packages for the onshore and worldwide offshore oil & gas industry. HCS enjoys a large degree of repeat business from a loyal customer base and will focus on growth through internationalisation into key overseas markets. This acquisition was made by Burray Capital, a new company established by Maven in December 2012 to invest in the oil & gas sector; and

Lambert Contracts Holdings, a leading specialist contractor in insurance reinstatement, property maintenance and fire protection that benefits from long term embedded relationships with major insurance companies, loss adjustors and property managers.

 

In June 2013, a follow-on investment was made into Glacier Energy Services Group, an oil & gas service group headquartered in Aberdeen with two operating divisions, Glacier Engineering and Glacier Offshore. Glacier Engineering is a specialist provider of weld overlay and cladding services through the Wellclad trading company. Glacier Offshore sells onsite machining services via two trading companies, Roberts Pipeline Machining and Site Machining Services. Glacier is focused on growth within its core UK market and this investment funded the acquisition of a business that provides heat exchanger repair and refurbishment services for the offshore oil & gas industry.

 

A commitment has also been made to provide a fully secured mezzanine loan to Maven Capital (Llandudno) to fund the refurbishment of a hotel in North Wales with a long lease in place. The transaction will provide an 8.65% running yield following completion of the development.

 

Realisations

In March 2013, Maven led the successful partial exit from Homelux Nenplas via the sale of the Homelux Division to US firm QEP Company Inc. The disposal of Homelux was completed alongside a secondary buy-out of Nenplas by Maven and the existing management team. The remaining business, Nenplas Holdings, will focus on continuing to deliver innovative extruded plastic products and solutions and is expected to grow significantly over the next few years through organic opportunities and by making new acquisitions. Additional funding was provided in May 2013 to support the purchase of a plastic extrusion business based in Worcestershire.

 

Also in March 2013, esure undertook a successful IPO, and a realisation above the carrying value was crystallised in May, with the majority of exit proceeds being received in cash alongside a small element of stock that will be subject to the normal price fluctuations associated with fully listed holdings.

 

There was one notable private company full exit during the period with the sale of Atlantic Foods Group to the US based Flagship Food Group completing in May 2013 for a 1.8 times return on cost.

 

The Manager is currently engaged with investee companies and prospective acquirers at various stages of a potential exit process.  This realisation activity reflects the increasing maturity of a number of holdings, but it should be noted that there can be no certainty that these discussions will lead to profitable sales.

 

Investments realised

The table below gives details of all realisations during the reporting period: 

 

 


Year invested

Complete/ partial exit

Cost of shares disposed of

Sales proceeds

Realised gain/(loss)




£'000

£'000

£'000

Unlisted






Atlantic Foods Group Limited

2008

Complete

326

427

101

Attraction World Holdings Limited*

2010

Partial

196

185

(11)

Homelux Nenplas Limited

2006

Complete

149

564

415

Oliver Kay Holdings Limited

2007

Complete

-

13

13

TC Communications Holdings Limited

2008

Partial

7

7

-

Torridon (Gibraltar) Limited (formerly Torridon Capital Limited)

2010

Partial

63

63

-

Tosca Penta Investments Limited Partnership (trading as esure)

2010

Partial

262

602

340

Westway Services Holdings (2010) Limited*

2009

Partial

68

60

(8)

 

Total unlisted disposals



1,071

1,921

850







AIM/ISDX

 






Brookwell Limited

2011

Partial

7

5

(2)

Chime Communications PLC

2009

Partial

31

46

15

Datong PLC

2005

Complete

151

59

 (92)

 

Total AIM/ISDX disposals



189

110

 (79)







Listed fixed income






Treasury Bill 25 March 2013

2012

Complete

1,997

2,000

3

Treasury Bill 24 June 2013

2013

Complete

2,998

2,999

1







 

Total listed fixed income disposals



4,995

4,999

4













 

Total disposals



6,255

7,030

775













 

*Proceeds exclude yield and redemption premiums received, which are disclosed as revenue for financial reporting purposes.

 

One private company was struck off the Register during the year resulting in a realised loss of £104,000 (cost £104,000). This had no effect on the NAV as a full provision had been made in earlier periods

 

Other material developments

 

Following a serious fire at the Lawrence Recycling and Waste Management plant in June 2013, which has adversely impacted upon the company's trading prospects, the investment has been written down pending further developments. The reduced value is reflected in the statement of NAV at 30 June 2013.

 

Outlook

Your Company will continue to focus on investing at prudent entry multiples in later-stage private companies with strong management teams which are capable of paying regular income and offer significant potential for capital growth. We believe this strategy is the optimal approach to deliver future growth in Shareholder value and to support a progressive dividend programme.

 

Maven Capital Partners UK LLP

Manager

30 August 2013

Directors' Responsibility Statement

 

We confirm that, to the best of our knowledge:

the financial statements have been prepared in accordance with applicable accounting standards and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" issued in January 2009;

the Interim Management Report includes a fair review of the information required by DTR 4.2.7 R in relation to the indication of important events during the   first six months, and of the principal risks and uncertainties facing the Company during the second six months, of the year ending 30 November 2013; and

the Interim Management Report includes adequate disclosure of the information required by DTR 4.2.8 R in relation to related party transactions and any changes to them.

 

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

30 August 2013

 

 

INCOME STATEMENT










For the six months ended 30 June 2013 (unaudited)































Ordinary Shares

 C Ordinary Shares

TOTAL












Revenue

Capital

Total

Revenue

Capital

Total

Revenue

Capital

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000











Gains/(losses) on investments

 -

 907

 907

 -

 (43)

 (43)

 -

 864

 864

Income from investments

 389

 -

 389

 5

 -

 5

 394

 -

 394

Investment management fees

 (78)

(311)

 (389)

 (5)

 (19)

 (24)

 (83)

(330)

 (413)

Other expenses

 (132)

 -

 (132)

 (11)

 -

 (11)

 (143)

 -

 (143)

Net return on ordinary activities before taxation

 179

 596

 775

 (11)

 (62)

 (73)

 168

 534

 702











Tax on ordinary activities

 (16)

 16

 -

 -

 -

 -

 (16)

 16

 -

Return attributable to equity shareholders

 163

 612

 775

 (11)

 (62)

 (73)

 152

 550

 702





















Earnings per share (pence)

 0.9

 3.5

 4.4

 (0.6)

(3.2)

(3.8)

 0.3

0.3

 0.6

 

 

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 (unaudited)

Ordinary Shares


C Ordinary Shares

S Ordinary

Shares

TOTAL




£'000


£'000

£'000

£'000


Opening Shareholders' funds



 8,990



 -

 5,877

14,867


S Ordinary share consolidation to Ordinary



 5,877



 -

 (5,877)

 -


Net Return for year



 775



 (73)

 -

 702


Issue of new Ordinary shares



 6,272



 -

 -

 6,272


Issue of new C Ordinary shares



 -



 3,969

 -

 3,969


Net proceeds of 2013 share issue



 4,171



 -

 -

 4,171


Repurchase and cancellation of shares



 (174)



 (95)

 -

 (269)


Dividends paid - revenue



 (161)



 -

 -

 (161)


Dividends paid - capital



 (183)



 -

 -

 (183)


Closing Shareholders' funds



25,567

 



 3,801

 


 29,368

 






















The accompanying notes are an integral part of the financial statements.









 

INCOME STATEMENT










For the six months ended 30 June 2012 (unaudited)































Ordinary Shares

 S  Ordinary Shares

TOTAL












Revenue

Capital

Total

Revenue

Capital

Total

Revenue

Capital

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Gains on investments

 -

 387

 387

 -

 428

 428

 -

 815

 815

Income from investments

 232

 -

 232

 150

 -

 150

 382

 -

 382

Investment management fees

 (43)

(170)

 (213)

 (13)

 (52)

 (65)

 (56)

(222)

 (278)

Other expenses

 (69)

 -

 (69)

 (43)

 -

 (43)

 (112)

 -

 (112)

Net return on ordinary activities before taxation

 120

 217

 337

 94

 376

 470

 214

 593

 807











Tax on ordinary activities

 (12)

 12

 -

 (5)

 5

 -

 (17)

 17

 -

Return attributable to equity shareholders

 108

 229

 337

 89

 381

 470

 197

 610

 807





















Earnings per share (pence)

 1.2

 2.6

 3.8

 1.7

 7.5

 9.2

 2.9

 10.1

 13.0

 

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 (unaudited)

Ordinary Shares


C Ordinary Shares


TOTAL




£'000


£'000


£'000


Opening Shareholders' funds



 8,231



 5,058


 13,289


Net Return for year



 337



 470


 807


Net proceeds of 2012 share issue



 740



 436


 1,176


Repurchase and cancellation of shares



 -



 (24)


 (24)


Dividends paid - revenue



 (55)



 (68)


 (123)


Dividends paid - capital



 (174)



 -


 (174)












Closing Shareholders' funds



       9,079

 



         5,872

 


 14,951 

 






















The accompanying notes are an integral part of the financial statements.









 

INCOME STATEMENT










For the year ended 31 December 2012 (audited)


































Ordinary Shares

 S Ordinary Shares

TOTAL














Revenue

Capital

Total

Revenue

Capital

Total

Revenue

Capital

Total



£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Gains on investments

 -

 410

 410

 -

 461

 461

 -

 871

 871

Income from investments

 460

 -

 460

 318

 -

 318

 778

 -

 778

Investment management fees

(61)

(241)

(302)

 (21)

 (87)

(108)

 (82)

(328)

(410)

Other expenses

(160)

 -

(160)

 (99)

 -

(99)

 (259)

 -

 (259)

Net return on ordinary activities before taxation

 239

 169

 408

 198

 374

 572

 437

 543

 980






















Tax on ordinary activities

(50)

 50

 -

 (21)

 17

 (4)

(71)

 67

 (4)

Return attributable to equity shareholders

 189

 219

 408

 177

 391

 568

 366

 610

 976























Earnings per share (pence)

 2.1

 2.4

 4.5

 3.4

 7.5

 10.9

 5.5

 9.9

 15.4

 

 

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 (audited)












Ordinary Shares


C Ordinary Shares



TOTAL




£'000


£'000



£'000












Opening Shareholders' funds


 8,231



 5,058




 13,289

Net Return for year


 408



 568




 976

Net proceeds of 2012 share issue


 740



 436




 1,176

Repurchase and cancellation of shares


 -



 (25)




 (25)

Dividends paid - revenue


 (124)



 (108)




 (232)

Dividends paid - capital


 (265)



 (52)




 (317)

Closing Shareholders' funds


 8,990



 5,877




 14,867


































The accompanying notes are an integral part of the financial statements.








 

 

BALANCE SHEET

 










As at 30 June 2013



























30 June 2013

30 June 2012

31 December 2012





(unaudited)

(unaudited)

(audited)


















 Ordinary

  C Ord


 Ordinary

 S Ord


 Ordinary

 S Ord






 Shares

 Shares

 Total

 Shares

 Shares

 Total

 Shares

 Shares

 Total





 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

Fixed assets











Investments at fair value through profit or loss

 

 24,378

 3,697

 28,075

 8,113

 4,936

 13,049

 8,027

 5,223

 13,250














Current assets











Debtors



 420

 9

 429

 260

 140

 400

 234

 131

 365

Cash and overnight deposits

 1,035

 98

 1,133

 831

 808

 1,639

 785

 547

 1,332





 1,455

 107

 1,562

 1,091

 948

 2,039

 1,019

 678

 1,697

Creditors: amounts falling due within one year

 (266)

 (3)

 (269)

 (125)

 (12)

 (137)

 (56)

 (24)

 (80)

Net current assets


 1,189

 104

 1,293

 966

 936

 1,902

 963

 654

 1,617

Total net assets


 25,567

 3,801

 29,368

 9,079

 5,872

 14,951

 8,990

 5,877

 14,867



























Capital and reserves










Called up share capital

 2,621

 386

 3,007

 916

 527

 1,443

 916

 526

 1,442

Share premium account

 10,381

 3,572

 13,953

 663

 393

 1,056

 663

 393

 1,056

Capital reserve - realised

 890

 (114)

 776

 423

 44

 467

 375

 322

 697

Capital reserve - unrealised

 36

 (43)

 (7)

 (458)

 631

 173

 (511)

 311

 (200)

Distributable reserve


 11,038

 -

 11,038

 7,168

 4,125

 11,293

 7,168

 4,124

 11,292

Capital redemption reserve

 67

 11

 78

 37

 10

 47

 37

 11

 48

Revenue reserve


 534

 (11)

 523

 330

 142

 472

 342

 190

 532

Net assets attributable to Ordinary Shareholders

 25,567

 3,801

 29,368

 9,079

 5,872

 14,951

 8,990

 5,877

 14,867














Net asset value per Ordinary Share (pence)

 97.6

 98.4


 99.2

 111.5


 98.2

 111.6









































The Financial Statements were approved by the Board of Directors on 30 August 2013 and were signed on its behalf by:















 I D Cormack











 Chairman






















The accompanying notes are an integral part of the financial statements.

 

CASH FLOW STATEMENT










For the six months ended 30 June 2013











Six months to 30 June 2013

Six months to 30 June 2012

Year to 31 December 2012


(unaudited)

(unaudited)

(audited)


Ordinary

C Ord


Ordinary

S Ord


Ordinary

S Ord



Shares

Shares

Total

Shares

Shares

Total

Shares

Shares

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Operating activities










Investment income received

 338

 (2)

 336

 217

 139

 356

 472

 316

 788

Investment management fees paid

 (258)

 (24)

 (282)

 (182)

 (77)

 (259)

 (345)

 (114)

 (459)

Secretarial fees paid

 (42)

 (4)

 (46)

 (28)

 (17)

 (45)

 (56)

 (35)

 (91)

Directors' fees paid

 (36)

 (4)

 (40)

 (20)

 (12)

 (32)

 (41)

 (25)

 (66)

Other cash payments

 (3)

 (2)

 (5)

 (24)

 (15)

 (39)

 (62)

 (38)

 (100)











Net cash (outflow)/inflow from operating activities

 (1)

 (36)

 (37)

 (37)

 18

 (19)

 (32)

 104

 72











Taxation










Corporation Tax

-

-

-

-

-

-

-

-

-


-

-

-

-

-

-

-

-

-

Financial investment










Purchase of investments

 (17,852)

 (3,740)

 (21,592)

 (1,372)

 (664)

 (2,036)

 (4,380)

 (3,225)

 (7,605)

Sale of investments

 7,631

 -

 7,631

 1,330

 754

 2,084

 4,447

 3,061

 7,508

Net cash (outflow)/inflow from financial investment

 (10,221)

 (3,740)

 (13,961)

 (42)

 90

 48

 67

 (164)

 (97)











Equity dividends paid

 (344)

 -

 (344)

 (229)

 (68)

 (297)

 (389)

 (160)

 (549)











Net cash (outflow)/inflow before financing

 (10,566)

 (3,776)

 (14,342)

 (308)

 40

 (268)

 (354)

 (220)

 (574)











Financing










Issue of Ordinary Shares

 10,443

 3,969

 14,412

 740

 436

 1,176

 740

 436

 1,176

Repurchase of Ordinary Shares

 (174)

 (95)

 (269)

 -

 (24)

 (24)

 -

 (25)

 (25)











Net cash inflow/(outflow) from financing

 10,269

 3,874

 14,143

 740

412

1,152

 740

 411

 1,151

Increase/(decrease) in cash

 (297)

 98

 (199)

 432

 452

 884

 386

 191

 577











 The accompanying notes are an integral part of the financial statements.









 

 

Notes to the Financial Statements















1.

Accounting Policies
















The financial information for the six months ended 30 June 2013 and the six months ended 30 June 2012 comprises non-statutory                                                     

accounts within the meaning of section 435 of the Companies Act 2006.  The financial information contained in this report has been                                                  

prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended                                                    

31 December 2012, which have been filed at Companies House and which contained an Auditors' Report which was not qualified                                                       

and did not contain a statement under s498(2) or s498(3) of the Companies Act 2006.                                                        















Share

Capital

Capital


Capital




premium

reserves

reserves

Distributable

redemption

Revenue

2.

Movement in reserves

account

realised

unrealised

reserve

reserve

reserve


ORDINARY SHARES

£'000

£'000

£'000

£'000

£'000

£'000


At 1 January 2013 - Ordinary

 663

 375

(511)

 

 7,168

 37

 342


At 1 January 2013 - S Ordinary

 393

 322

      311

 

 4,124

 11

 190



 1,056

 697

       (200)

 

 11,292

 48

 532










Gains on sales of investments

 -

 671

 -

 -

 -

 -


Net increase in value of investments

 -

 -

 236

 -

 -

 -


Investment management fees

 -

 (311)

 -

 -

 -

 -


Dividends paid

 -

 (183)

 -

 -

 -

 (161)


Tax effect of capital items

 -

 16

 -

 -

 -

 -


Share Issue - 5 April 2013

 3,196

 -

 -

 -

 -

 -


Share Issue - 30 April 2013

 543

 -

 -

 -

 -

 -


Merger - issue of ordinary shares

 5,773

 -

 -

 -

 -

 -


Merger - S Share consolidation

 -

 -

 -

 (80)

 -

 -


Merger costs

 (187)

 -

 -

 -

 -

 -


Repurchase and cancellation of shares

 -

 -

 -

 (174)

 19

 -


Net return on ordinary activities after taxation

 -

 -

 -

 -

 -

 163


As 30 June 2013

 10,381

 890

 36

 11,038

 67

 534










On 26 March 2013, the S Ordinary Shares converted to Ordinary Shares at a conversion ratio of 1.1528.









Share

Capital

Capital


Capital




premium

reserves

reserves

Distributable

redemption

Revenue


Movement in reserves

account

realised

unrealised

reserve

reserve

reserve


C ORDINARY SHARES

£'000

£'000

£'000

£'000

£'000

£'000










At 1 January 2013








Gains on sales of investments

 -

 -

 -

 -

 -

 -


Net decrease in value of investments

 -

 -

(43)

 -

 -

 -


Investment management fees

 -

   (19)

-

 -

 -

 -


Issue of C ordinary shares

3,572  

-

 -

 -

 -

 -


Repurchase and cancellation of shares

 -

(95)

 -

 -

11

 -


Net return on ordinary activities after taxation

 -

-

 -

 -

 -

(11) 


At 30 June 2013

3,572  

 (114)

(43)

 -

11 

 (11)






















Six months ended

3.

Return per ordinary share





30 June 2013










ORDINARY SHARES








The returns per share have been based on the following figures:






Weighted average number of Ordinary Shares






 17,661,477










Revenue return






£163,000


Capital return






£612,000


Total return






£775,000










 C ORDINARY SHARES








The returns per share have been based on the following figures:






Weighted average number of C Ordinary Shares






     1,902,830

  










Revenue return






(£11,000)


Capital return






(£62,000)


Total return






(£73,000)









 

4.




30 June 2013

 



 



Ordinary Shares


C Ordinary Shares


S Ordinary Shares


 









 



Number

£'000

Number

£'000

Number

£'000

 


At 30 June the authorised share capital comprised:







 


allotted, issued and fully paid:







 


Ordinary Shares of 10p each







 


Balance brought forward

 9,157,406

 916

 -

 -

 5,264,446

 526

 


Repurchased and cancelled in year

 (195,000)

 (19)

 (105,000)

 (11)

 -

 -

 



 8,962,406

 897

 (105,000)

 (11)

 5,264,446

 526

 


S share consolidation

 5,264,446

 526

 -

 -

 (5,264,446)

 (526)

 


Issue of bonus shares to former S shareholders

 804,028

 80

 -

 -

 -

 -

 


Merger - Issue of ordinary shares to Ortus shareholders

 6,853,086

 685

 -

 -

 -

 -

 


Merger - Issue of C ordinary shares

 -

 -

 3,968,876

 397

 -

 -

 


Offer for subscription - Issue of Ordinary Shares

 4,324,206

 433

 -

 -

 -

 -

 



 

26,208,172

     

  2,621 

 

3,863,876

       

386

                   -

                   -

 

 

As a result of the share class consolidation, the former S Shareholders received 1.1528 Ordinary Shares for each S Ordinary Share held.

 

On completion of the merger, each Ortus VCT Shareholder received 0.189778 Ordinary Shares and 0.109907 C Ordinary Shares for each

 

Ortus share held.







 

 

SUMMARY OF INVESTMENT CHANGES






 For the six months ended 30 June 2013








Ordinary Shares

Ordinary


S Ordinary







 Valuation

 Valuation

 Net investment/

 Appreciation/

Valuation


31 December 2012

31 December 2012

(disinvestment)

 (depreciation)


30 June 2013

 


 £'000

 %

£'000

%

£'000


 £'000

£'000

%

 Unlisted investments










 Equities  

 

 2,628

 

 29.2

 

1,605

 

 27.3

 

1,529


 

1,198

 

6,960

    

 27.2

 Preference shares

 

2

 

 -

 

 1

 

 -

                    

 -


         

 -

 

 3

        

  -

 Loan stock

 

4,077

 

45.4

 

2,546

 

43.3

 

6,209


 

(409)

 

12,423

      48.6


 

 6,707

 

74.6

 

4,152

 

70.6

 

7,738


 

789

 

19,386

      75.8











 AIM/ISDX

 

 321

 

3.6

 

 72

 

1.2

 

 (11)


 

111

 

493

 

 1.9

 Listed fixed income investments

 

999

 

11.1

 

 999

 

 17.0

 

2,494


 

 7

 

4,499

 

17.6

 

Total investments

 

 8,027

 

89.3

 

5,223

 

88.8

 

10,221


 

907

 

24,378

 

95.3











 Other net assets  

 

963

 

 10.7

 

654

 

11.2

 

 (428)


 

 -

 

1,189

 

4.7











 Total assets 

 

8,990

 

100.0

 

5,877

 

100.0

 

9,793


 

 907

 

25,567

 

 100.0





















 

 

 For the period ended 30 June 2013















C Ordinary Shares

 Valuation

 Net investment/

 Appreciation/

Valuation


31 December 2012

(disinvestment)

(depreciation)


30 June 2013

 


 £'000

 %

£'000


 £'000

£'000

%

 Unlisted investments

 








 Equities  

 

-

-

2,776


-

2,776

73.0

 Preference shares

 

-

-



-



 Loan stock

 

-

-

500


-

500

13.2


-

-

3,276


-

3,276

86.2


-

-






 AIM/ISDX investments

 

-

-

464


(43)

421

11.1


-

-






 Total investments

 

-

-

3,740


(43)

3,697

97.3


-

-






 Other net assets 

 

-

-

104


-

104

2.7


-

-






Total assets

 

-

-

3,844


(43)

3,801

100.0

 

 

 

Investment Portfolio Summary

 

Investment

Ordinary

Shares

C Ordinary

Shares

% of equity held

% of equity held by


Valuation

£000

Cost

£000

% of total assets

Valuation

£000

Cost

£000

% of total assets

by Fund

other clients










Unlisted Investments









Torridon (Gibraltar) Limited (formerly Torridon Capital Limited)

1,566

779

6.1

 -

 -

 -

3.7

36.3

Espresso Group Limited

 -

 -

 -

1,500

1,500

39.4

7.2

 -

Maven Co-invest Exodus Limited Partnership and Tosca Penta Exodus Mezzanine Limited Partnership (trading as 6 Degrees Group)²

1,459

895

5.7

 -

 -

 -

4.0

8.5

Ensco 969 Limited (trading as DPP)

1,287

1287

5.0

 -

 -

 -

4.6

29.9

Glacier Energy Services Group Limited

870

769

3.4

 -

 -

 -

3.0

22.0

HCS Control Systems Group

836

836

3.3

 -

 -

 -

7.8

32.5

CatTech International Limited

792

498

3.1

 -

 -

 -

4.8

25.3

Intercede (Scotland) 1 Limited (trading as Electro-Flow Controls)

757

338

3.0

 -

 -

 -

2.9

25.6

Manor Retailing Limited

600

600

2.3

125

125

3.3

2.0

38.1

Richfield Engineering Services Limited

600

600

2.3

125

125

3.3

2.0

38.1

Search Commerce Limited

600

600

2.3

125

125

3.3

2.0

38.1

Lambert Contracts Holdings Limited

664

664

2.6

59

 59

1.6

11.3

53.4

Venmar Limited (trading as XPD8 Solutions Limited)

651

651

2.5

 -

 -

 -

6.0

29.0

Westway Services Holdings (2010) Limited

602

330

2.4

 -

 -

 -

3.3

18.7

Higher Nature Limited

 -

 -

 -

600

600

15.8

11.2

 -

Lemac No. 1 Limited (trading as John McGavigan)

594

594

2.3

 -

 -

 -

9.1

27.7

Vodat Communications Group Limited

592

592

2.3

 -

 -

 -

6.9

34.9

Camwatch Limited

571

931

2.2

 -

 -

 -

4.6

52.6

TC Communications Holdings Limited

554

777

2.2

 -

 -

 -

8.1

21.9

Nenplas Holdings Limited

552

552

2.2

 -

 -

 -

4.0

28.5

Flexlife Group Limited

482

482

1.9

 -

 -

 -

1.9

12.7

Networks by Wireless Limited

 -

 -

 -

450

450

11.8

28.3

 -

Airth Capital Limited

450

450

1.8

 -

 -

 -

18.3

81.4

CHS Engineering Services Limited

447

399

1.7

 -

 -

 -

4.2

19.1

Grangeford (FC100) Limited

400

400

1.6

 -

 -

 -

 -

 -

LCL Hose Limited (trading as Dantec)

398

398

1.6

 -

 -

 -

7.1

22.9

Lawrence Recycling and Waste Management Limited

392

854

1.5

 -

 -

 -

8.4

53.6

Adler & Allan Holdings Limited

391

280

1.5

 -

 -

 -

1.0

40.0

Steminic Limited (trading as MSIS)

322

322

1.3

 -

 -

 -

4.3

31.5

Trojan Capital Limited

320

320

1.3

 -

 -

 -

23.6

73.8

Attraction World Holdings Limited

307

127

1.2

 -

 -

 -

6.2

32.2

Moriond Limited

301

274

1.2

 -

 -

 -

10.2

39.8

Lab M Holdings Limited

 -

 -

 -

292

292

7.7

17.6

 -

Kelvinlea Limited

285

285

1.1

 -

 -

 -

13.1

36.9

Space Student Living Limited

220

236

0.9

 -

 -

 -

11.6

74.4

Martel Instruments Holdings Limited

190

227

0.7

 -

 -

 -

4.2

40.0

Claven Holdings Limited

150

88

0.6

 -

 -

 -

10.2

39.9

Training For Travel Group Limited

105

404

0.4

 -

 -

 -

6.0

24.0

Tosca Penta Investments Limited (trading as esure)²

45

 -

0.2

 -

 -

 -

 -

 -

Enpure Holdings Limited

30

100

0.1

 -

 -

 -

0.4

79.2

Other unlisted investments

4

795

 -

 -

 -

 -



Total unlisted investments

19,386

18,734

75.8

3,276

3,276

86.2






























AIM/ISDX









Vectura Group PLC

 -

 -

 -

250

284

6.6

0.1

0.3

Plastics Capital PLC

235

247

0.9

 -

 -

 -

0.9

2.8

Chime Communications PLC

186

161

0.7

 -

 -

 -

0.1

0.1

OMG PLC

 -

 -

 -

72

80

1.9

0.3

 -

Angle PLC

 -

 -

 -

61

66

1.6

0.3

 -

Deltex Medical PLC

 -

 -

 -

38

33

1.0

0.1

 -

Hasgrove PLC

31

49

0.1

 -

 -

 -

0.2

1.5

Work Group PLC

16

151

0.1

 -

 -

 -

0.7

2.5

Brookwell Limited

11

26

 -

 -

 -

 -

 -

 -

Other AM/ISDX investments

14

478

0.1

 -

 -

 -



Total AIM/ISDX investments

493

1,112

1.9

421

463

11.1





















Listed Fixed Income









Treasury Bill 23 September 2013

4,499

4,496

17.6

 -

 -

 -





















Total Investments

24,378

24,342

95.3

3,697

3,739

97.3












 

 

¹ Other clients of Maven Capital Partners UK LLP

² These investments are managed by Penta Capital LLP of which a Director of the Company, Steven Scott, is a partner.

 

The table above includes assets transferred from Ortus VCT as part of the merger.

 

Other information

 

Copies of this announcement will be available to the public at the registered office of the Company, Kintyre House, 205 West George Street, Glasgow G2 2LW, on the Company's website at www.mavencp.com/migvct4, and at the National Storage Mechanism.

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 included in or forms part of this announcement.

 

By Order of the Board

 

Maven Capital Partners UK LLP, Secretary

 

30 August 2013

ENDS

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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