TIDMMAV4 TIDMMAVC
RNS Number : 6607D
Maven Income & Growth VCT 4 PLC
30 April 2013
Maven Income and Growth VCT 4 PLC
Annual Financial Report for the year ended 31 December 2012
Chairman's Statement
On behalf of your Board I am pleased to report on a year of
strong progress, with a number of portfolio company holdings being
sold at a healthy profit during the reporting period. I am also
pleased to welcome more than 2,500 new shareholders who have joined
us from Ortus VCT and around 300 who have bought shares in the
current offer for subscription.
As a consequence of these successful disposals there has been an
increase in NAV total return on both the Ordinary and S Share Pool,
and an increase in dividends for shareholders. During the year the
later vintage S Share Pool continued to mature and moved closer to
a similar asset constituency as the Ordinary Pool, providing
sufficient income and capital gains to enable the Board to move
towards greater equality in the dividends paid to both classes of
shareholders prior to the merger.
In October 2012 your Board announced that it had entered
discussions on a potential merger with the board of Ortus VCT PLC.
Following shareholder approval the Ordinary and S share class
consolidation and merger, details of which were contained in the
shareholder circular and prospectus, both dated 1 March 2013, have
now been successfully completed. Details of the transaction are
contained in note 19 of the Financial Statements on page 61. The
merger enabled your Company to acquire valuable 'old money' which
can be invested under more favourable VCT regulations, and is
further expected to deliver cost savings and administrative
efficiency. As a result of the merger and recent Ordinary Share
Offer the fund net assets have grown significantly and now exceed
GBP28 million.
In the year 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 consistent levels 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 was also 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.
Highlights
-- Total return on Ordinary shares of 122.75p per share (2011:
118.5p) at 31 December 2012, up 3.6% over the year and 29.2% since
launch.
-- Net asset value (NAV) of Ordinary shares at the year end of
98.2p per share (2011: 98.2p).
-- Total return on S shares of 123.20p per share (2011: 112.65p)
at 31 December 2012, up 9.4% over the year and 29.7% since
launch.
-- NAV of S shares at the year end of 111.6p per share
(2011:104.1p).
-- Six substantial new investments added to the portfolio during
the year.
-- Four significant exits from ATR Holdings, TPL (Midlands),
Nessco Group Holdings and Oliver Kay Holdings for a total return of
2.4x, 2.0x, 2.7x and 2.4x cost respectively.
-- Second interim dividends declared of 2.75p per Ordinary share
(2011 final: 2.5p) and 1.75p per S share (2011 final: 1.3p).
-- A total of 4.5p declared per Ordinary share and 3.5p per S
share in respect of the year (2011: 4.0p and 2.8p
respectively).
The most important measure of performance for a VCT is the total
return, which is the long term record of dividend payments out of
income and capital gains combined with the current NAV.
Dividends
The Company paid second interim dividends of 2.75p per Ordinary
share and 1.75p per S Ordinary share on 22 March 2013 to
shareholders on the register on 8 March 2013. Including the interim
dividends paid in September 2012, the tax-free yield for the year
is 7.5% on the net cost of investment to Ordinary shareholders and
5.0% to S shareholders taking into account the initial tax relief
available at time of investment.
Since the Company's launch, and after receipt of the second
interim dividend, Ordinary shareholders and S shareholders will
have received 27.3p and 13.35p respectively in tax-free
dividends.
Principal risks and uncertainties
The Board has reviewed the principal risks and uncertainties
facing the Company, which are set out on page 28 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 can confirm that all tests were met throughout
the year.
Investment Strategy
The Manager's investment strategy is to build a large and
diversified portfolio of income producing, later-stage private
companies across a range of sectors and industries. The principal
domicile of these companies will generally be in the UK, although
many have an export dimension or overseas operations.
The Board and the Manager have previously concluded that the
potential returns available from AIM and ISDX quoted investments
are too uncertain, with very limited liquidity in many stocks and
poor dividend yield in comparison with private equity investments.
The Manager has therefore continued to selectively realise the
quoted portfolio for value over the past 12 months, and redeploy
the proceeds into investments in established, income-producing
private companies.
Shareholder value is created through a combination of generating
revenue from loan stock holdings and capital proceeds arising from
profitable realisations. To achieve this goal, new transactions are
typically structured with 70% to 90% in secured, yielding loan
stock, in companies where an equity stake can also be acquired at a
reasonable entry price, and where the Manager perceives an
opportunity to arbitrage a capital profit when the business
achieves greater scale and maturity.
The revised Listing Rules require your Board to ensure that this
and subsequent reports carry additional information on investment
policy, in particular statements concerning asset mix, the spread
of risk and maximum exposures. This information is contained in the
Directors' Report and in the tabular analyses of the portfolio.
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.
Portfolio Developments
During the year your Company participated in six substantial new
private company transactions, as well as eight follow-on
investments supporting the development of existing portfolio
companies. Most of the existing private equity assets are trading
acceptably or ahead of plan. As the private company portfolio has
matured there has been significant interest from trade and private
equity buyers and four profitable exits were achieved during the
year generating capital proceeds of GBP2.3 million.
The investment in ATR Holdings was sold to NBGI Private Equity
at an overall return of 2.4 times the cost of investment. On 1 June
2012 the holding in TPL (Midlands) was sold to German trade buyer
Vossloh Kiepe. On 5 July Nessco Group Holdings was sold to RigNet,
a NASDAQ quoted US Telecoms business, generating a 2.7 times return
on cost of investment and finally on 12 November 2012 Oliver Kay
Holdings was sold to Bidfresh Limited, part of the international
trading and distribution group Bidvest. This sale completed for a
2.4 times return on cost.
There has also been recent acquisition interest in several
portfolio companies and the Manager is currently working on the
potential sale of a number of holdings, although there is no
certainty that these discussions will result in successful exits.
In line with the strategy of reducing the Company's exposure to
AIM, a number of further disposals were made during the period and
the portfolio is now almost exclusively invested in private
companies, with AIM securities representing only 3.6% and 1.2% of
the asset base for the Ordinary Pool and S Pool respectively (2011:
Ordinary Pool 4.2%, S Pool 1.5%). The proceeds of those disposals
are then available for investment in the further growth of the
private equity portfolio. Your Company continues to co-invest in
each transaction with other Maven client funds, which allows the
Manager to invest in a greater range and size of transaction on
behalf of VCT clients than would otherwise be the case.
Constitution of the Board
Following the merger with Ortus VCT on 3 April 2013, we welcomed
Mr David Potter to the Board as a director. Mr Potter is the former
chairman of Ortus VCT and I am confident that he will bring to bear
his considerable experience in the service of shareholders.
Co-Investment Scheme of the Manager
The co-investment scheme, which allows executive members of the
Manager to invest alongside the Company, continued in operation
during the year. The scheme operates through a nominee company
which invests alongside the Company in each and every transaction
made by the Company, including any follow-on investments. The
scheme more closely aligns the interests of the executives and the
Company's shareholders while providing an incentive to enable the
Manager to retain the existing skills and capacity of the
investment team in a competitive market.
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 26,000 shares were bought back
during the year at a cost of GBP24,700. Details of the parameters
within which the Company may carry out share buy-backs are given in
the Directors' Report on page 31.
VCT Regulation
The Board was pleased to note the 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 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. VCTs are listed investment
companies, each overseen by an independent board, regulated by the
UKLA's Listing Rules and governed by the Companies Acts. 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 (now replaced by the FCA) has recently announced that it
will reconsider its recommendations.
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
A top-up Offer allowing subscription for new shares opened in
December 2011 in parallel with similar Offers by Maven Income and
Growth VCT, Maven Income and Growth VCT 2 and Maven Income and
Growth VCT 3, resulting in the issue of 770,817 new Ordinary shares
and 429,437 S Ordinary shares, and raising an additional
GBP1,248,417 of share capital. The Offer was fully subscribed by 29
February 2012 and consequently closed early.
In view of the timing of the share class consolidation and
merger process the decision was taken not to make an offer in
parallel with the other Maven VCTs in January 2013. However, the
Maven VCT Offers closed early due to over-subscription and the
Board decided to take the opportunity to include an offer for
subscription in the merger documentation. As a result 3,643,812 new
Ordinary shares were allotted on 5 April, raising an additional
GBP3,560,000 of share capital. The Offer remains open until 30
April 2013 and the Board may, at its discretion, extend the period
of the Offer to the end of June if appropriate.
The Future
The past year has been a significant period of development, and
following successful conclusion of the merger and Offer your
Company is well positioned with improved liquidity to further build
its portfolio. Against a backdrop of scarcity of capital, the
Manager has demonstrated a sustained ability to source and invest
in a varied range of attractive private companies which meet VCT
criteria and manage these holdings through to profitable exit. The
Board believes that continuation of the selective, later-stage
investment strategy pursued by the Manager, together with the
benefits and efficiencies expected following the merger, will
deliver attractive returns to shareholders in the years ahead.
Investment Manager's Review
Overview
Your Company's portfolio has benefitted from significant
diversification in recent years, with a specific focus on building
an asset base of established and high-yielding UK private
companies. In the year under review the success of this approach
has led to improvments in NAV Total Return and shareholder
dividends being achieved.
As the portfolio has expanded and matured, our core strategy of
investing selectively at conservative entry multiples in
profitable, later-stage businesses only, has been vindicated as a
number of these holdings have attracted trade or private equity
interest during the year, leading to a value event where your
Company has realised its investment at a profit.
Three portfolio companies have exited to trade buyers from
across the globe, including from the US, South Africa and Germany.
One further holding was sold under a secondary transaction to a
private equity buyer.
The current scarcity of bank finance means that Maven's
investment team, operating from six key regional centres throughout
the UK, continue to be introduced to a steady flow of good quality
private companies as these businesses look for alternative sources
of funding.
During the period several significant new assets were added to
the portfolio with Maven completing the management buy-outs of
Vodat and CatTech respectively in March 2012. Both businesses are
performing in line with expectations and are well placed to become
very valuable investments for your Company. In December 2012
mezzanine finance was provided to Grangeford, and during the year
three new companies were established to invest in businesses
operating in the food services and oil and gas sectors. We have
also supported a number of existing portfolio companies by
financing growth or helping to fund complementary and value
accretive acquisitions.
We believe there are continuing positive medium term prospects
for potential deal flow in our target private equity market, as
well resourced generalist VCT managers continue to be introduced to
high quality later-stage private companies seeking capital to
expand. Maven has been introduced to almost 500 new private company
transactions around the UK in the past 12 months, mainly by a
network of long-established contacts across the corporate finance
and business community.
The UK economy continues to be challenging, but we remain
committed to our strategy of investing in a diverse
income-producing portfolio of later-stage and lower risk private
companies in the firm belief this will deliver the optimum
shareholder returns.
Investment Activity
During the year the Maven team completed six substantial new
private equity investments on behalf of your Company, alongside
eight follow-on investments in existing portfolio companies. At the
year end the portfolio stood at 49 unlisted and AIM investments at
a total cost of GBP11.5 million.
Maven Income and Growth VCT 4 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, Talisman First Venture Capital Trust and
Ortus VCT. The Company is expected to continue to co-invest with
all other Maven client VCTs, 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.
Portfolio Developments
Six substantial private company investments were added to the
portfolio during the period under review:
-- CatTech International, a leading provider of industrial
services to oil refineries and petrochemical plants across several
major international markets. The business operates in a sector with
significant barriers to entry, and is well positioned for future
growth given its excellent reputation and established market
presence;
-- Vodat Communications Group, a provider of payment and
communications solutions to high street businesses, which enable
retailers to reduce costs, boost store productivity and increase
sales in an increasingly competitive trading environment. The
company has an established and diverse customer base, has
consistently improved profitability in recent years and enjoys high
levels of recurring revenue from a number of long-term service and
support contracts;
-- Trojan Capital, a new company established to make
acquisitions in the energy services sector, recognising Maven's
expertise in this market. One target oil and gas company was
identified during the year but the transaction aborted during the
final stages of the legal contract negotiations. Trojan continues
to actively seek acquisition opportunities in the sector;
-- Airth Capital, a new company set up to invest in a food
services business, a sector where Maven is active and sees a
large
number of opportunities;
-- Burray Capital, a new company established to invest in the
oil and gas sector. A target manufacturing business has been
identified and discussions are at an early stage; and
-- Grangeford, a company which owns and manages a large
portfolio of ground rents throughout the UK, which are asset backed
yielding investments that provide long term, low risk returns. This
transaction is projected to generate capital gain over a 42 month
term alongside a 9% yield paid throughout the period of
investment.
Follow-on investments in existing portfolio companies during the
period included:
-- John McGavigan, a manufacturer and supplier of decorative
assemblies and interior parts to global automotive manufacturers,
with a significant share of the Western European market. The
strategy continues to be to invest on a phased basis to establish a
low cost manufacturing operation in China, alongside the more
mature trading operations based in the UK;
-- Glacier Energy Services Group, an oil and gas service group
with two specialist trading subsidiaries, Roberts Pipeline
Machining and Wellclad. Roberts designs and manufactures on-site
portable cutting machines for oil and gas clients. Wellclad
provides services to the European offshore and sub-sea equipment
market. Glacier is focused on growth within its core UK market and
the follow on investment funded the acquisition of a complementary
machining business in the North East of England;
-- Venmar, the holding company for energy services business XPD8
Solutions, providers of asset maintenance solutions to a blue chip
client base of oil and gas operators;
-- Tosca Penta Exodus, trading as Six Degrees, which was
established by Penta Capital to implement a buy-and-build strategy
in the business telecommunications service sector based on the
converging of mobile, fixed-line, broadband, internet and IT
technology businesses. Penta is an established private equity firm
with which Maven previously co-invested in the successful 2010
management buy-out of esure. The follow-on investment was provided
as mezzanine loan to fund two additional acquisitions; and
-- Camwatch, a provider of CCTV installation and remote security
monitoring services to a variety of businesses with a particular
focus on the utilities construction and high net worth residential
markets.
Since 31 December 2012 four follow-on investments have been
completed in existing portfolio companies and two new private
company assets were added to the portfolio:
-- Kelvinlea, a new company established to acquire a small
portfolio of residential properties at a discount to market and
carry out a refurbishment and sales programme over an 18-24 month
period. The transaction provides an 8.5% paid yield through the
life of the investment, 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 an excellent track record of attracting new clients
and subsequently increasing both the breadth of service and
geography within which it is delivered.
In a number of cases 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
ultimately lead to profitable sales.
There were four notable private company exits during the
period:
In March 2012 Maven completed the sale of ATR Group for
GBP19.25m via a secondary buy-out funded by the private equity
manager NBGI, realising a total return of 2.4 times the initial
cost. ATR provides rental services for specialist plant, equipment
and consumables, along with a comprehensive range of support
services, to offshore and onshore energy services maintenance
contractors operating in highly regulated environments.
In June 2012 the holding in Transys Projects Limited (TPL) was
sold to German engineering group, Vossloh Kiepe, with a 2.0 times
return on investment cost for your Company and then in July the
realisation of Nessco to RigNet Inc, a NASDAQ quoted US telecoms
business, resulted in a 2.7 times return on the cost of
investment.
In early November 2012 the disposal of Oliver Kay Holdings to
Bidfresh Limited, part of the international trading and
distribution group Bidvest, completed for a 2.4 times return on
investment cost.
Realisations during the reporting period were as follows:
Ordinary Shares S Ordinary Shares
Cost Cost
Date Complete/ of shares of shares
first partial disposed Sales Realised disposed Sales Realised
invested exit of proceeds gain/(loss) of proceeds gain/(loss)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------- ---------- ----------- ---------------- ---------------- ---------------- ---------------- ---------------- ----------------
Unlisted
ATR Holdings
Limited 2007 Complete 62 130 68 35 73 38
Attraction World
Holdings
Limited 2010 Partial 32 32 - 24 24 -
Beckford Capital
Limited 2010 Complete 160 160 - 160 160 -
Blackford Capital
Limited 2010 Complete 75 75 - 200 200 -
Corinthian Foods
Limited 2010 Complete 250 250 - - - -
Cyclotech Limited 2007 Complete - 34 34 - 13 13
Dalglen (1150)
Limited
(trading as Walker
Technical
Resources) 2009 Complete - 2 2 1 1 -
Moriond Limited 2011 Partial 94 94 - 70 70 -
Nessco Group
Holdings
Limited 2008 Complete 187 425 238 298 680 382
Oliver Kay Holdings
Limited 2007 Complete 205 347 142 - - -
Space Student
Living
Limited 2011 Partial 34 34 - 28 28 -
Staffa Capital
Limited 2010 Complete - - - 200 200 -
Tosca Penta
Investments
Limited
Partnership 2010 Partial 14 14 - 14 14 -
TPL (Midlands)
Limited
(formerly Transys
Holdings Limited) 2007 Complete 259 413 154 155 248 93
Total unlisted disposals 1,372 2,010 638 1,185 1,711 526
--------------------------------------------- ---------------- ---------------- ---------------- ---------------- ---------------- ----------------
AIM
Brookwell Limited 2011 Partial 3 2 (1) - - -
DM PLC 2007 Complete 83 11 (72) 42 6 (36)
Hambledon Mining
PLC 2006 Complete 83 17 (66) - - -
Kennedy Ventures
PLC 2006 Complete - - - 47 - (47)
Spectrum
Interactive
PLC 2005 Complete 98 82 (16) - - -
Total AIM disposals 267 112 (155) 89 6 (83)
--------------------------------------------- ---------------- ---------------- ---------------- ---------------- ---------------- ----------------
Listed fixed income
Treasury 4.5% 7
March
2013 2012 Complete 491 490 (1) - - -
Treasury 5.25% 7
June
2012 2011 Complete 586 586 - 244 244 -
Treasury Bill 24
December
2012 2012 Complete 1,247 1,249 2 1,099 1,100 1
Total listed fixed
income disposals 2,324 2,325 1 1,343 1,344 1
--------------------------------------------- ---------------- ---------------- ---------------- ---------------- ---------------- ----------------
Total disposals 3,963 4,447 484 2,617 3,061 444
--------------------------------------------- ---------------- ---------------- ---------------- ---------------- ---------------- ----------------
One unlisted investment and one AIM company were struck off the
Register during the year resulting in realised losses of GBP264,000
(cost GBP264,000) for the Ordinary Share Pool. This had no effect
on the NAV as a full provision had been made in earlier years.
Subsequent to the year end, Maven led the successful partial
exit from Homelux Nenplas Limited via the sale of the Homelux
Division to US firm QEP Company Inc. The disposal of Homelux was
completed alongside a secondary buyout of Nenplas by Maven and the
existing management team. The remaining business, Nenplas Holdings
Limited, will focus on continuing to deliver innovative extruded
plastic products and solutions and is expected to grow
significantly over the next few years through strong organic
opportunities and by making new acquisitions.
In March 2013 esure undertook a successful IPO, and a full
realisation at a modest uplift from the carrying value is
anticipated although an element of this will be subject to the
normal price fluctuations associated with fully listed
holdings.
In respect of AIM holdings the Manager has continued its policy
of disposing of quoted holdings for best possible value in cases
where the investments were underperforming. These disposals
incurred realised losses of GBP155,000 for the Ordinary shares and
GBP83,000 for the S Ordinary shares (cost GBP267,000 and GBP89,000
respectively) during the period. This had no effect on the NAV as a
full provision had been made in earlier periods.
Outlook
The year covered by this report was a very satisfactory year for
exits, all of which were concluded after many months of intensive
negotiations. The challenge now is to replace these assets and
expand the portfolio to continue the upward trend in shareholder
returns consistently achieved in recent years.
Competition among providers of alternative capital for
attractively priced investment transactions has intensified. As one
of the best resourced private equity teams in the UK, Maven are
well placed to invest selectively on prudent entry multiples in
later-stage private companies which are capable of paying regular
income and offer significant potential for capital growth. We
believe the continuation of this strategy is the optimum approach
to create shareholder value and to support a progressive dividend
programme.
Maven Capital Partners UK LLP
Manager
INCOME
STATEMENT
For the year
ended 31
December 2012
Ordinary Shares S Ordinary Shares TOTAL
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------- ------ -------------- -------------- -------------- -------------- -------------- ------------- -------------- -------------- -------------
Gains on
investments 8 - 410 410 - 461 461 - 871 871
Income from
investments 2 460 - 460 318 - 318 778 - 778
Investment
management
fees 3 (61) (241) (302) (21) (87) (108) (82) (328) (410)
Other
expenses 4 (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 5 (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
For the year ended 31 December 2012
Ordinary Shares S Ordinary Shares TOTAL
GBP'000 GBP'000 GBP'000
Opening Shareholders' funds 8,231 5,058 13,289
Net return for year 408 568 976
Net proceeds of 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
----------------------------------------------------- ---------------- ------------------ -------------
INCOME STATEMENT
For the year ended 31 December 2011
Ordinary Shares S Ordinary Shares TOTAL
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------- ------ -------------- -------------- -------------- -------------- -------------- ------------- -------------- -------------- -------------
Gains on
investments 8 - 546 546 - 350 350 - 896 896
Income from
investments 2 393 - 393 240 - 240 633 - 633
Other income 2 1 - 1 - - - 1 - 1
Investment
management
fees 3 (53) (212) (265) (15) (62) (77) (68) (274) (342)
Other
expenses 4 (176) - (176) (102) - (102) (278) - (278)
-------------- ------ -------------- -------------- -------------- -------------- -------------- ------------- -------------- -------------- -------------
Net Return on
ordinary
activities
before
taxation 165 334 499 123 288 411 288 622 910
Tax on
ordinary
activities 5 (32) 32 - (12) 12 - (44) 44 -
-------------- ------ -------------- -------------- --------------
Return
attributable
to Equity
Shareholders 133 366 499 111 300 411 244 666 910
-------------- ------ -------------- -------------- -------------- -------------- -------------- ------------- -------------- -------------- -------------
Earnings per
share
(pence) 1.5 4.3 5.8 2.3 6.1 8.4 3.8 10.4 14.2
-------------- ------ -------------- -------------- -------------- -------------- -------------- ------------- -------------- -------------- -------------
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 of the
Company.
RECONCILIATION OF MOVEMENTS IN
SHAREHOLDERS' FUNDS
For the year ended 31
December 2011
Ordinary Shares S Ordinary Shares TOTAL
GBP'000 GBP'000 GBP'000
Opening Shareholders'
funds 7,964 4,801 12,765
Net return for year 499 411 910
Net proceeds of share
issue 377 - 377
Repurchase and
cancellation of
shares (261) (55) (316)
Dividends paid -
revenue (43) (25) (68)
Dividends paid -
capital (305) (74) (379)
Closing Shareholders'
funds 8,231 5,058 13,289
---------------------- -------------- -------------- -------------- -------------- ----------------------------- ------------------------------ -------------
BALANCE SHEET
As at 31
December 2012
31 December 2012 31 December 2011
Ordinary S Ordinary Ordinary S Ordinary
Shares Shares Total Shares Shares Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- ------- -------------------- -------------------- -------------------- --------------------- --------------------- ---------------------
Fixed assets
Investments at
fair value
through profit
or loss 8 8,027 5,223 13,250 7,697 4,603 12,300
Current assets
Debtors 10 234 131 365 233 125 358
Cash and
overnight
deposits 785 547 1,332 399 356 755
---------------- ------- -------------------- -------------------- -------------------- --------------------- --------------------- ---------------------
1,019 678 1,697 632 481 1,113
Creditors:
Amounts falling
due within one
year 11 (56) (24) (80) (98) (26) (124)
-------------------- -------------------- -------------------- --------------------- --------------------- ---------------------
Net current
assets 963 654 1,617 534 455 989
---------------- ------- -------------------- -------------------- -------------------- --------------------- --------------------- ---------------------
Total net
assets 8,990 5,877 14,867 8,231 5,058 13,289
---------------- ------- -------------------- -------------------- -------------------- --------------------- --------------------- ---------------------
Capital and
reserves
Called up share
capital 12 916 526 1,442 839 486 1,325
Share premium
account 13 663 393 1,056 - - -
Capital reserve
- realised 13 375 322 697 611 - 611
Capital reserve
- unrealised 13 (511) 311 (200) (701) 294 (407)
Distributable
reserve 13 7,168 4,124 11,292 7,168 4,149 11,317
Capital
redemption
reserve 13 37 11 48 37 8 45
Revenue reserve 13 342 190 532 277 121 398
Net assets
attributable
to Ordinary
Shareholders 8,990 5,877 14,867 8,231 5,058 13,289
---------------- ------- -------------------- -------------------- -------------------- --------------------- --------------------- ---------------------
Net asset value
per ordinary
share (pence) 14 98.2 111.6 98.2 104.1
---------------- ------- -------------------- -------------------- -------------------- --------------------- --------------------- ---------------------
The Financial Statements of Maven Income and Growth VCT 4 PLC, registered number SC272568,
were approved by the Board of Directors
and were signed on its behalf by:
Ian D Cormack, Director
The accompanying Notes are an integral part of the Financial Statements.
CASH FLOW STATEMENT
For the year ended 31
December 2012
Year ended 31 December 2012 Year ended 31 December 2011
Ordinary S Ordinary Ordinary S Ordinary
Shares Shares Total Shares Shares Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------- ---------- ------------------------- --------------------- --------------------- --------------------- --------------------- ---------------------
Operating activities
Investment income
received 472 316 788 328 193 521
Deposit interest
received - - - 1 - 1
Investment management
fees paid (345) (114) (459) (200) (71) (271)
Secretarial fees paid (56) (35) (91) (66) (41) (107)
Directors expenses
paid (41) (25) (66) (41) (25) (66)
Other cash payments (62) (38) (100) (85) (48) (133)
---------------------- ---------- ------------------------- --------------------- --------------------- --------------------- --------------------- ---------------------
Net cash
(outflow)/inflow
from operating
activities 15 (32) 104 72 (63) 8 (55)
Taxation
Corporation tax - - - - - -
---------------------- ---------- ------------------------- --------------------- --------------------- --------------------- --------------------- ---------------------
Financial investment
Purchase of
investments (4,380) (3,225) (7,605) (2,284) (1,250) (3,534)
Sale of investments 4,447 3,061 7,508 2,088 999 3,087
---------------------- ---------- ------------------------- --------------------- --------------------- --------------------- --------------------- ---------------------
Net cash
inflow/(outflow)
from financial
investment 67 (164) (97) (196) (251) (447)
Equity dividends paid (389) (160) (549) (348) (99) (447)
---------------------- ---------- ------------------------- --------------------- --------------------- --------------------- --------------------- ---------------------
Net cash outflow
before financing (354) (220) (574) (607) (342) (949)
Financing
Issue of Ordinary
Shares 740 436 1,176 377 - 377
Repurchase of
Ordinary Shares - (25) (25) (261) (55) (316)
Net cash
inflow/(outflow)
from financing 740 411 1,151 116 (55) 61
---------------------- ---------- ------------------------- --------------------- --------------------- ---------------------
Increase/(decrease)
in cash 16 386 191 577 (491) (397) (888)
---------------------- ---------- ------------------------- --------------------- --------------------- --------------------- --------------------- ---------------------
MAVEN INCOME AND GROWTH VCT 4 PLC
Notes to the Financial Statements
For the year ending 31 December 2012
1 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 on page 29 of 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 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.
- 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 20% to revenue and 80% to realised capital reserves to reflect the Company's investment
policy and
prospective income and capital growth.
- share issue costs are charged to the share premium account: and
- expenses are allocated between the original pool or the S share pool depending on the nature
of the expense.
(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 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 or loss. At subsequent reporting dates, investments
are valued at fair value, which
represent the Directors' view of the amount for which an asset could be exchanged between
knowledgeable 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 and those at
an early stage in their
development, 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 relevant 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.
Preference shares, debentures and loan stock are valued using the Price of Recent Investment
3.2 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, both described above.
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 the Portfolio Management Team of Maven
Capital Partners UK LLP.
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 meansurements 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,
credit risk etc).
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.
Year ended Year ended
31 December 2012 31 December 2011
Ordinary S Ordinary Ordinary S Ordinary
Shares Shares Total Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
2 Income
Income from
investments:
UK franked
investment
income 9 2 11 6 1 7
UK unfranked
investment
income 451 316 767 387 239 626
-------------- ------------------- ------------------- ----------------- ------------------ ------------------- ----------------
460 318 778 393 240 633
Other Income:
Deposit
interest - - - 1 - 1
Total income 460 318 778 394 240 634
-------------- ------------------- ------------------- ----------------- ------------------ ------------------- ----------------
Total income
comprises:
Dividends 9 2 11 6 1 7
Interest 451 316 767 388 239 627
460 318 778 394 240 634
-------------- ------------------- ------------------- ----------------- ------------------ ------------------- ----------------
Year ended
31 December 2012
Ordinary Shares S Ordinary Shares TOTAL
Revenue Capital Total Revenue Capital Total Revenue Capital Total
3 Investment
management
fees GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment
management
fees 35 138 173 21 87 108 56 225 281
Performance
fees 26 103 129 - - - 26 103 129
61 241 302 21 87 108 82 328 410
------------- ----------------- ---------------- -------------- ------------------- ------------------- ----------------- --------------- -------------- ---------------
Year ended
31 December 2011
Ordinary Shares S Ordinary Shares TOTAL
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment
management
fees 26 103 129 15 62 77 41 165 206
Performance
fees 27 109 136 - - - 27 109 136
53 212 265 15 62 77 68 274 342
------------- ----------------- ---------------- -------------- ------------------- ------------------- ----------------- --------------- -------------- ---------------
Details of the fee basis are contained in the Director's Report on page 30.
Year ended
31 December 2012
Ordinary Shares S Ordinary Shares TOTAL
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
4 Other
expenses
Secretarial
fees 56 - 56 35 - 35 91 - 91
Directors'
remuneration 41 - 41 25 - 25 66 - 66
Fees to
Auditor -
audit
services 10 - 10 6 - 6 16 - 16
Fees to
Auditor - tax
services 4 - 4 2 - 2 6 - 6
Miscellaneous
expenses 49 - 49 31 - 31 80 - 80
160 - 160 99 - 99 259 - 259
--------------- ------------------ ------------------- ---------------- ------------------ ------------------- ---------------- ---------------- ----------------- -----------------
Year ended
31 December 2011
Ordinary Shares S Ordinary Shares TOTAL
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Secretarial
fees 54 - 54 33 - 33 87 - 87
Directors'
remuneration 41 - 41 25 - 25 66 - 66
Fees to
Auditor -
audit
services 10 - 10 6 - 6 16 - 16
Fees to
Auditor - tax
services 3 - 3 1 - 1 4 - 4
Miscellaneous
expenses 68 - 68 37 - 37 105 - 105
176 - 176 102 - 102 278 - 278
--------------- ----------------------------- ------------------- ---------------- ------------------ ------------------- ---------------- ---------------- ----------------- -----------------
Year ending 31 December 2012
Ordinary Ordinary Ordinary S Ordinary S Ordinary S Ordinary Total
Shares Shares Shares Shares Shares Shares
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
5 Tax on
ordinary
activities
Corporation tax (50) 50 - (21) 17 (4) (71) 67 (4)
----------------- --------------------- -------------------- ------------------------ --------------------- --------------------- --------------------- ------------------ ------------------ ------------------
Year ending 31 December 2011
Ordinary Ordinary Ordinary S Ordinary S Ordinary S Ordinary Total
Shares Shares Shares Shares Shares Shares
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Corporation tax (32) 32 - (12) 12 - (44) 44 -
----------------- --------------------- -------------------- ------------------------ --------------------- --------------------- --------------------- ------------------ ------------------ ------------------
The tax assessed for the period is lower than the standard rate of corporation tax of 24%
(2011: 26%). The differences are explained below:
Year ending 31 December 2012
Ordinary Ordinary Ordinary S Ordinary S Ordinary S Ordinary Total
Shares Shares Shares Shares Shares Shares
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Return on
ordinary
activities
before tax 239 169 408 198 374 572 437 543 980
----------------- --------------------- -------------------- ------------------------ --------------------- --------------------- --------------------- ------------------ ------------------ ------------------
Revenue return
on ordinary
activities 57 41 98 47 90 137 104 131 235
multiplied by standard rate of
corporation tax
Non taxable UK
dividend income (2) - (2) - - - (2) - (2)
Gains on
investments - (98) (98) - (111) (111) - (209) (209)
Utilisation of
taxable losses - - - (22) - (22) (22) - (22)
Smaller
Companies
relief (5) 7 2 (4) 4 - (9) 11 2
50 (50) - 21 (17) 4 71 (67) 4
----------------- --------------------- -------------------- ------------------------ --------------------- --------------------- --------------------- ------------------ ------------------ ------------------
Losses with a tax value of GBPNil (2011: GBP29,742) are available to carry forward against
future trading profits. These have not been recognised as a deferred tax asset as
recoverability
is not
sufficiently
certain.
Year ending 31 December 2011
Ordinary Ordinary Ordinary S Ordinary S Ordinary S Ordinary Total
Shares Shares Shares Shares Shares Shares
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Return on
ordinary
activities
before tax 165 334 499 123 288 411 288 622 910
----------------- --------------------- -------------------- ------------------------ --------------------- --------------------- --------------------- ------------------ ------------------ ------------------
Revenue return
on ordinary
activities 43 87 130 32 75 107 75 162 237
multiplied by standard rate of
corporation tax
Non taxable UK
dividend income (2) - (2) - - - (2) - (2)
Gains on
investments - (142) (142) - (91) (91) - (233) (233)
Utilisation of
taxable losses - - - (16) - (16) (16) - (16)
Smaller
Companies
relief (9) 23 14 (4) 4 - (13) 27 14
32 (32) - 12 (12) - 44 (44) -
----------------- --------------------- -------------------- ------------------------ --------------------- --------------------- --------------------- ------------------ ------------------ ------------------
6 Dividends Year ended Year ended
31 December 2012 31 December 2011
Ordinary S Ordinary Ordinary S Ordinary
Shares Shares Total Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue
dividends
Final revenue
dividend for
the year
ended
31 December
2011 of 0.6p
(2010: Nil)
paid on 30
May 2012 55 - 55 - - -
Final revenue
dividend for
the year
ended
31 December
2011 of 1.3p
(2010: Nil)
paid on 30
May 2012 - 69 69 - - -
Interim
revenue
dividend for
the year
ended
31 December
2012 of
0.75p (2011:
0.5p) paid
on 28
September
2012 69 39 108 43 25 68
124 108 232 43 25 68
-------------- ------------------------ -------------------- ------------------------ --------------------- --------------------- ---------------------
Capital
dividends
Final capital
dividend for
the year
ended
31 December
2011 of 1.9p
(2010: 2.5p)
paid on 30
May 2012 174 - 174 219 - 219
Final capital
dividend for
the year
ended
31 December
2011 of Nil
(2010: 0.5p) - - - - 25 25
Interim
capital
dividend for
the year
ended
31 December
2012 of 1.0p
(2011: 1.0p)
paid on 28
September
2012 91 52 143 86 49 135
265 52 317 305 74 379
-------------- ------------------------ -------------------- ------------------------ --------------------- --------------------- ---------------------
Revenue
dividends
We set out below the total dividends
proposed in respect of the financial
year, which is the
basis on which the requirements of
Section 274 of the Income Tax Act 2007
are considered.
Revenue
available
for
distribution
by way of
dividends
for the year 189 177 366 133 111 244
-------------- ------------------------ -------------------- ------------------------ --------------------- --------------------- ---------------------
2nd Interim
revenue
dividend
proposed for
the year
ended 31
December 69 - 69 - - -
2012 of 0.75p
(2011: Nil)
payable on 22
March 2013
Final revenue
dividend
proposed for
the year
ended 31
December
2012 - - - 51 - 51
of Nil (2011:
0.6p)
2nd Interim
revenue
dividend
proposed for
the year
ended 31
December - 92 92 - - -
2012 of 1.75p
(2011: Nil)
payable on 22
March 2013
Final revenue
dividend
proposed for
the year
ended 31
December
2012 - - - - 64 64
of Nil (2011:
1.3p)
69 92 161 51 64 115
-------------- ------------------------ -------------------- ------------------------ --------------------- --------------------- ---------------------
Capital
dividends
2nd interim
capital
dividend
proposed for
the year
ended 31
December 183 - 183 - - -
2012 of 2.0p
(2011: Nil)
payable on 22
March 2013
Final capital
dividend
proposed for
the year
ended 31
December
2012 - - - 162 - 162
of Nil (2011:
1.9p)
2nd interim
capital
dividend
proposed for
the year
ended 31
December - - - - - -
2012 of Nil
(2011: Nil)
Final capital
dividend
proposed for
the year
ended 31
December 2012 - - - - - -
of Nil (2011:
Nil)
183 - 183 162 - 162
-------------- ------------------------ -------------------- ------------------------ --------------------- --------------------- ---------------------
Year ended Year ended
31 December 2012 31 December 2011
7 Return per
ordinary
share
The returns
per share
have been
based on the
following Ordinary S Ordinary Ordinary S Ordinary
figures: Shares Shares Total Shares Shares Total
Weighted
average
number of
ordinary
shares 8,999,464 5,184,732 14,184,196 8,541,693 4,917,310 13,459,003
Revenue
return GBP189,000 GBP177,000 GBP366,000 GBP133,000 GBP111,000 GBP244,000
Capital
return GBP219,000 GBP391,000 GBP610,000 GBP366,000 GBP300,000 GBP666,000
Total Return GBP408,000 GBP568,000 GBP976,000 GBP499,000 GBP411,000 GBP910,000
-------------- ------------------------ -------------------- ------------------------ --------------------- --------------------- ---------------------
8 Investments
Year ended 31 December 2012
Ordinary Shares S Ordinary Shares Total
Unlisted/
Listed AIM Unlisted/AIM Listed AIM Unlisted/AIM Listed AIM AIM
(quoted (quoted (unobservable (quoted (quoted (unobservable (quoted (quoted (unobservable
prices) prices) inputs) Total prices) prices) inputs) Total prices) prices) inputs) Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Movements
during the
year:
Valuation at
1 January
2012 597 346 6,754 7,697 248 75 4,280 4,603 845 421 11,034 12,300
Unrealised
loss/(gain) 1 962 (262) 701 1 112 (407) (294) 2 1,074 (669) 407
-------------- ----------------------- -------------------- ------------------------- ---------------- ---------------- -------------------- ------------------------- ----------------- ---------------- -------------------- ------------------------- ------------------
Cost at 1
January 2012 598 1,308 6,492 8,398 249 187 3,873 4,309 847 1,495 10,365 12,707
Purchases 2,738 - 1,642 4,380 2,098 - 1,127 3,225 4,836 - 2,769 7,605
Sales
proceeds (2,325) (112) (2,010) (4,447) (1,344) (6) (1,711) (3,061) (3,669) (118) (3,721) (7,508)
Realised
gains 1 (242) 461 220 1 (83) 526 444 2 (325) 987 664
Amortisation
of book cost (13) - - (13) (5) - - (5) (18) - - (18)
-------------- ----------------------- -------------------- ------------------------- ---------------- ---------------- -------------------- ------------------------- ----------------- ---------------- -------------------- ------------------------- ------------------
Cost at 31
December
2012 999 954 6,585 8,538 999 98 3,815 4,912 1,998 1,052 10,400 13,450
Unrealised
(loss)/gain - (633) 122 (511) - (26) 337 311 - (659) 459 (200)
Valuation at
31 December
2012 999 321 6,707 8,027 999 72 4,152 5,223 1,998 393 10,859 13,250
-------------- ----------------------- -------------------- ------------------------- ---------------- ---------------- -------------------- ------------------------- ----------------- ---------------- -------------------- ------------------------- ------------------
Note 1(f) defines the three tier hierarchy of investments, and the significance of the information
used to determine their fair value, that is required by Financial Reporting Standard 29
"Financial
Instruments:
Disclosures".
Year ended 31 December 2011
Ordinary Shares S Ordinary Shares Total
Listed AIM Unlisted/AIM Listed AIM Unlisted/AIM Listed AIM Unlisted/AIM
(quoted (quoted (unobservable (quoted (quoted (unobservable (quoted (quoted (unobservable
prices) prices) inputs) Total prices) prices) inputs) Total prices) prices) inputs) Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Valuation at
1 January
2011 - 710 6,246 6,956 - 162 3,840 4,002 - 872 10,086 10,958
Unrealised
loss/(gain) - 1,087 149 1,236 - 274 (236) 38 - 1,361 (87) 1,274
-------------- ----------------------- -------------------- ------------------------- ---------------- ---------------- -------------------- ------------------------- ----------------- ---------------- -------------------- ------------------------- ------------------
Cost at 1
January 2011 - 1,797 6,395 8,192 - 436 3,604 4,040 - 2,233 9,999 12,232
Purchases 600 71 1,613 2,284 250 29 971 1,250 850 100 2,584 3,534
Sales
proceeds - (387) (1,700) (2,087) - (158) (840) (998) - (545) (2,540) (3,085)
Realised
gains - (173) 184 11 - (120) 138 18 - (293) 322 29
Amortisation
of book cost (2) - - (2) (1) - - (1) (3) - - (3)
-------------- ----------------------- -------------------- ------------------------- ---------------- ---------------- -------------------- ------------------------- ----------------- ---------------- -------------------- ------------------------- ------------------
Cost at 31
December
2011 598 1,308 6,492 8,398 249 187 3,873 4,309 847 1,495 10,365 12,707
Unrealised
(loss)/gain (1) (962) 262 (701) (1) (112) 407 294 (2) (1,074) 669 (407)
Valuation at
31 December
2011 597 346 6,754 7,697 248 75 4,280 4,603 845 421 11,034 12,300
-------------- ----------------------- -------------------- ------------------------- ---------------- ---------------- -------------------- ------------------------- ----------------- ---------------- -------------------- ------------------------- ------------------
31 December 2012 31 December 2011
Ordinary S Ordinary Ordinary S Ordinary
Shares Shares Total Shares Shares Total
The portfolio
valuation GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Held at
market
valuation:
Listed fixed
income 999 999 1,998 597 248 845
AIM quoted
equities 321 72 393 346 75 421
AIM
unobservable
equities - - - - - -
1,320 1,071 2,391 943 323 1,266
-------------- ----------------------- -------------------- ------------------------- ---------------- ---------------- -------------------- -------------------------
Unlisted at
Directors'
valuation:
Unquoted
unobservable
equities 2,628 1,605 4,233 2,403 1,615 4,018
Unquoted
unobservable
fixed income 4,079 2,547 6,626 4,351 2,665 7,016
6,707 4,152 10,859 6,754 4,280 11,034
-------------- ----------------------- -------------------- ------------------------- ---------------- ---------------- -------------------- -------------------------
Total 8,027 5,223 13,250 7,697 4,603 12,300
-------------- ----------------------- -------------------- ------------------------- ---------------- ---------------- -------------------- -------------------------
Realised
gains on
historical
basis 220 444 664 11 18 29
Net movement in unrealised
appreciation 190 17 207 535 332 867
Gains on
investments 410 461 871 546 350 896
-------------- ----------------------- -------------------- ------------------------- ---------------- ---------------- -------------------- -------------------------
9 Participating and significant
interests
The principal activity of the Company is to select and hold a portfolio of investments in
unlisted and AIM securities. Although the Company
will, in some cases, be represented on the board of the investee company, it will not take
a controlling interest or become involved in its
management. The size and structure of the companies with unlisted and AIM securities may result
in certain holdings in the portfolio
representing a participating interest without there being any partnership, joint venture or
management consortium agreement.
At 31 December 2012, the Company held no shares amounting to 20% or more of the equity capital
of any of the unlisted or AIM
undertakings. The Company does hold shares or units amounting to more than 3% or more of the
nominal value of the allotted shares
or units of any class in certain
investee companies.
Details of equity percentages held are shown in the Investment Portfolio Summary
31 December 2012 31 December 2011
Ordinary S Ordinary Ordinary S Ordinary
Shares Shares Total Shares Shares Total
10 Debtors GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Prepayments and accrued income 232 130 362 231 124 355
Other debtors 2 1 3 2 1 3
234 131 365 233 125 358
------------------------------------ ---------------------- ---------------------- --------------- ------------------ --------------------- ---------------------
11 Creditors
Accruals 56 20 76 98 26 124
Corporation Tax - 4 4 - - -
56 24 80 98 26 124
------------------------------------ ---------------------- ---------------------- --------------- ------------------ --------------------- ---------------------
31 December 2012 31 December 2011
Ordinary Shares S Ordinary Shares Ordinary Shares S Ordinary Shares
12 Share capital Number GBP'000 Number GBP'000 Number GBP'000 Number GBP'000
At 31 December the authorised share capital comprised:
allotted, issued and fully paid:
Ordinary Shares of 10p each
Balance brought forward 8,386,589 839 4,861,009 486 8,323,130 832 4,936,009 494
Repurchased and cancelled in year - - (26,000) (3) (368,213) (36) (75,000) (8)
------------------------------------ ---------------------- ---------------------- --------------- ------------------ --------------------- --------------------- --------------------- ----------------
8,386,589 839 4,835,009 483 7,954,917 796 4,861,009 486
Issued during the year 770,817 77 429,437 43 431,672 43 - -
------------------------------------
9,157,406 916 5,264,446 526 8,386,589 839 4,861,009 486
==================================== ====================== ====================== =============== ================== ===================== ===================== ===================== ================
During the year no Ordinary Shares (2011: 368,213) of 10p each were repurchased by the Company
at a cost of Nil (2011: GBP261,977) and cancelled.
During the year 26,000 S Ordinary Shares (2011: 75,000) of 10p each were repurchased by the
Company at a total cost of GBP25,015 (2011: GBP54,866) and
cancelled.
During the year the Company issued 770,817 Ordinary Shares (2011: 431,672) pursuant to the
linked offer at a subscription price of 102.12p per share (2011: 91.7p).
During the year the Company issued 429,437 S Ordinary Shares (2011: Nil) pursuant to the
linked offer at a subscription price of 107.41p per share (2011: Nil).
Following the year end, the Company issued a further 3,643,812 Ordinary Shares at 97.7p per
share pursuant to a public offer for subscription.
Share Capital Capital Capital
premium Distributable reserve reserve redemption Revenue
account reserve realised unrealised reserve reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
13 Reserves
Ordinary Shares
At 1 January 2012 - 7,168 611 (701) 37 277
Gains on sales of
investments - - 220 - - -
Net increase in
value of
investments - - - 190 - -
Investment
management fees - - (241) - - -
Dividends paid - - (265) - - (124)
Tax effect of
capital items - - 50 - - -
Share Issue - 1
March 2012 421 - - - - -
Share Issue - 5
April 2012 192 - - - - -
Share Issue - 18
April 2012 50 - - - - -
Repurchase and
cancellation of
shares - - - - - -
Net return on
ordinary
activities after
taxation - - - - - 189
At 31 December 2012 663 7,168 375 (511) 37 342
-------------------- ---------------------- ---------------------- --------------------- ------------------------ ---------------------- ---------------------
S Ordinary Shares
At 1 January 2012 - 4,149 - 294 8 121
Gains on sales of
investments - - 444 - - -
Net increase in
value of
investments - - - 17 - -
Investment
management fees - - (87) - - -
Dividends paid - - (52) - - (108)
Tax effect of
capital items - - 17 - - -
Share Issue - 1
March 2012 249 - - - - -
Share Issue - 5
April 2012 113 - - - - -
Share Issue - 18
April 2012 31 - - - - -
Repurchase and
cancellation of
shares - (25) - - 3 -
Net return on
ordinary
activities after
taxation - - - - - 177
At 31 December 2012 393 4,124 322 311 11 190
-------------------- ---------------------- ---------------------- --------------------- ------------------------ ---------------------- ---------------------
14 Net asset value
per Ordinary Share
The net asset value per share and the net asset value attributable to the Ordinary Shares
at the year end calculated in accordance with the Articles of
Association were as
follows:
31 December 2012 31 December 2011
Ordinary Shares S Ordinary Shares Ordinary Shares S Ordinary Shares
Net asset Net asset Net asset Net asset Net asset Net asset Net asset Net asset
value per value value per value value per value value per value
share attributable share attributable share attributable share attributable
p GBP'000 p GBP'000 p GBP'000 p GBP'000
Ordinary Shares 98.2 8,990 111.6 5,877 98.2 8,231 104.1 5,058
-------------------- ---------------------- ---------------------- --------------------- ------------------------ ---------------------- --------------------- -------------- -----------------
The number of issued shares used in the above calculation is set
out in note 12.
Year ended Year ended
31 December 2012 31 December 2011
Ordinary S Ordinary Ordinary S Ordinary
Shares Shares Shares Shares
15 Reconciliation of revenue return before
finance costs GBP'000 GBP'000 GBP'000 GBP'000
and taxation to net cash (outflow)/inflow from operating activities
-------------------------------------------------------------------- --------------------- ------------------------ ----------------------
Net return before
taxation 408 572 499 411
Gains on
investments (410) (461) (546) (350)
Increase in accrued
income &
prepayments (1) (6) (65) (47)
(Decease)/increase
in accruals (42) (6) 49 (6)
Amortisation of
fixed income
investment book
cost 13 5 2 1
Tax on unfranked
income - - (2) (1)
Net cash (outflow)/inflow from operating
activities (32) 104 (63) 8
-------------------------------------------- ---------------------- --------------------- ------------------------ ----------------------
Ordinary Shares S Ordinary Shares
16 Analysis of
changes in net
funds At At At At
1 January Cash 31 December 1 January Cash 31 December
2012 flows 2012 2012 flows 2012
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and overnight
deposits 399 386 785 356 191 547
-------------------- ---------------------- ---------------------- --------------------- ------------------------ ---------------------- ---------------------
At At At At
1 January Cash 31 December 1 January Cash 31 December
2011 flows 2011 2011 flows 2011
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and overnight
deposits 890 (491) 399 753 (397) 356
-------------------- ---------------------- ---------------------- --------------------- ------------------------ ---------------------- ---------------------
Year ended Year ended
31 December 2012 31 December 2011
Ordinary S Ordinary Ordinary S Ordinary
Shares Shares Shares Shares
17. Capital
commitments.conting
encies and GBP'000 GBP'000 GBP'000 GBP'000
financial
guarantees
Financial
guarantees - - 244 137
-------------------- ---------------------- ---------------------- --------------------- ------------------------
During the year,
all guarantees
were released
18 Derivatives and other
financial instruments
The Company's financial instruments comprise equity and fixed interest investments, cash balances
and
debtors and creditors that arise directly from its operations, for example, in respect of
sales and purchases
awaiting settlement, and debtors for accrued income. The company holds financial assets in
accordance
with its investment policy of investing mainly in a portfolio of VCT qualifying unquoted and
AIM quoted securities.
The Company may not enter into derivative transactions in the form of forward foreign currency
contracts,
futures and options without the written permission of the Directors. No derivative transactions
were entered
into during
the period.
The main risks the Company faces from its financial instruments are (i) market price risk,
being the risk that
the value of investment holdings will fluctuate as a result of changes in market prices caused
by factors other
than interest rates, (ii) interest rate risk, (iii) liquidity risk and (iv) credit risk. In
line with the Company's investment
objective, the portfolio comprises only sterling currency securities and therefore has no
direct exposure to foreign
currency risk.
The Manager's policies for managing these risks are summarised below and have been applied
throughout
the period. The numerical disclosures below exclude short-term debtors and creditors which
are included
in the Balance
Sheet at fair
value.
Market price
risk
The Company's investment portfolio is exposed to market price fluctuations, which are monitored
by the
manager in pursuance of the investment objective as set out on page 19. Adherence to investment
guidelines
and to investment and borrowing policies set out in the management agreement mitigates the
risk of
excessive exposure to any particular type of security or issuer. These powers and guidelines
include the
requirement to invest in a minimum of 30 companies across a range of industrial and service
sectors at varying
stages of development, to closely monitor the progress of these companies and to appoint a
non executive
director to the board of each company. Further information on the investment portfolio (including
sector
concentration and deal type analysis) is set out in the Analysis of Unlisted and AIM
Portfolio,
Investment Manager's Review, Summary of Investment Changes, Investment Portfolio Summary and
Largest
Unlisted and
AIM
Investments.
Interest rate
risk
The interest rate risk profile of financial assets at the balance sheet date was as
follows:
Ordinary
Shares
At 31 December
2012 Fixed Floating Non interest
Interest rate bearing
GBP'000 GBP'000 GBP'000
--------------- ----------------- ----------------- ----------------- ----------------- ------------------------------------
Sterling
Listed fixed
income - - 999
Unlisted and
AIM/ISDX 4,079 - 2,949
Cash - 785 -
--------------- ----------------- ----------------- ----------------- ------------------------------------
4,079 785 3,948
--------------- ----------------- ----------------- ----------------- ----------------- ------------------------------------
At 31 December
2011 Fixed Floating Non interest
Interest rate bearing
GBP'000 GBP'000 GBP'000
--------------- ----------------- ----------------- ----------------- ----------------- ------------------------------------
Sterling
Listed fixed
income 597 - -
Unlisted and
AIM/ISDX 4,351 - 2,749
Cash - 399 -
--------------- ----------------- ----------------- ----------------- ------------------------------------
4,948 399 2,749
--------------- ----------------- ----------------- ----------------- ----------------- ------------------------------------
The listed fixed interest assets have a weighted average life of Nil (2011: 0.4 years) and
a weighted average
interest rate
of Nil (2011:
5.2%).
The unlisted fixed interest assets have a weighted average life of 2.36 years (2011: 2.8 years)
and a weighted
average interest rate of 9.75% (2011: 10.4%). The non-interest bearing assets represents the
equity
element of the portfolio. All assets and liabilities of the fund are included in the balance
sheet at fair value.
It is the Directors opinion that the carrying amounts of these financial assets represent
the maximum credit risk
exposure at
the balance
sheet date.
The interest rate which determines the interest received on cash balances is the bank base
rate.
S Ordinary
Shares
At 31 December
2012 Fixed Floating Non interest
Interest rate bearing
GBP'000 GBP'000 GBP'000
--------------- ----------------- ----------------- ----------------- ----------------- ------------------------------------
Sterling
Listed Fixed
Income - - 999
Unlisted and
AIM/ISDX 2,547 - 1,677
Cash - 547 -
--------------- ----------------- ----------------- ----------------- ------------------------------------
2,547 547 2,676
--------------- ----------------- ----------------- ----------------- ----------------- ------------------------------------
At 31 December
2011 Fixed Floating Non interest
Interest rate bearing
GBP'000 GBP'000 GBP'000
--------------- ----------------- ----------------- ----------------- ----------------- ------------------------------------
Sterling
Listed Fixed
Income 248 - -
Unlisted and
AIM/ISDX 2,665 - 1,690
Cash - 356 -
--------------- ----------------- ----------------- ----------------- ------------------------------------
2,913 356 1,690
--------------- ----------------- ----------------- ----------------- ----------------- ------------------------------------
The listed fixed interest assets have a weighted average life of Nil (2011: 0.4 years) and
a weighted average
interest rate
of Nil (2011:
5.2%).
The unlisted fixed interest assets have a weighted average life of 2.65 years (2011: 3.2 years)
and a weighted
average interest rate of 10.1% (2011: 10.4%). The non-interest bearing assets represents the
equity element of
the portfolio. All assets and liabilities of the fund are included in the balance sheet at
fair value.
It is the Directors opinion that the carrying amounts of these financial assets represent
the maximum credit risk
exposure at
the balance
sheet date.
The interest rate which determines the interest received on cash balances is the bank base
rate.
Maturity
profile
The interest rate profile of the Company's financial assets at the Balance sheet date was
as follows:
Ordinary
Shares Within Within Within Within Within More than
1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total
At 31 December
2012 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------
Fixed interest
Listed 999 - - - - - 999
Unlisted 780 1,290 812 430 660 107 4,079
1,779 1,290 812 430 660 107 5,078
--------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------
Within "more than 5 years" there is a figure of GBP2,000 (2011 - GBP11,000) in respect of
preference shares which have no redemption date
Ordinary
Shares Within Within Within Within Within More than
1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total
At 31 December
2011 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------
Fixed interest
Listed 597 - - - - - 597
Unlisted 939 452 1,088 1,018 501 353 4,351
1,536 452 1,088 1,018 501 353 4,948
--------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------
S Ordinary
Shares Within Within Within Within Within More than
1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total
At 31 December
2012 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------
Fixed interest
Listed 999 - - - - - 999
Unlisted 299 713 684 325 454 71 2,546
1,298 713 684 325 454 71 3,545
--------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------
Within "more than 5 years" there is a figure of GBP1,000 (2011 - GBP1,000) in respect of preference
shares which have no redemption date
S Ordinary
Shares Within Within Within Within Within More than
1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total
At 31 December
2011 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------
Fixed interest
Listed 248 - - - - - 248
Unlisted 437 90 553 954 370 261 2,665
685 90 553 954 370 261 2,913
--------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------
All liabilities are due within one year and, as such, no maturity profile has been provided.
Liquidity risk
Due to their nature, unlisted investments may not be readily realisable and therefore a portfolio
of listed
assets and cash is held to offset this liquidity risk. Note 8 details the three-tier heirarchy
of inputs used
as at 31 December 2012 in valuing the Company's investments
carried at fair value.
Credit risk and interest rate risk are minimised by acquiring high quality government
treasury
stocks
or other bonds which have a relatively short time to
maturity.
The Company, generally, does not hold significant cash balances and any cash held is
with
reputable
banks with high quality external
credit ratings.
Credit risk
This is the risk that a counterparty to a financial instrument will fail to discharge an obligation
or commitment that it has entered into with the Company.
The Company's financial assets exposed to credit risk amounted to
the following :
31 December 2012 31 December 2011
Ordinary Shares S Ordinary Shares Total Ordinary Shares S Ordinary Shares Total
Investments in
fixed interest
instruments 999 999 1,998 597 248 845
Investments in
unlisted debt
securities 4,079 2,547 6,626 4,351 2,665 7,016
Cash and cash
equivalents 785 547 1,332 399 356 755
5,863 4,093 9,956 5,347 3,269 8,616
------------------- ---------------- ------------------- ------- ------------------- ------------------- -------
Credit risk arising on fixed interest instruments is mitigated by investing in UK Government
Stock.
All assets which are traded on a recognised exchange, are held by JP Morgan Chase (JPM), the
Company's custodian. Cash balances are held by JPM and Clydesdale. Should the credit quality
or the financial position of any of these institutions deteriorate
significantly the Manager will move these assets to another financial institution.
The Manager evaluates credit risk on unlisted debt securities and financial commitments and
guarantees prior to
investment, and as part of the ongoing monitoring of investments. In doing this, it takes
into account the extent and
quality of any security held. Typically, unlisted debt securities have a fixed charge over
the assets of the investee
company in order to mitigate the gross credit risk. The Manager receives management accounts
from investee
companies, and members of the investment management team sit on the boards of investee companies;
this
enables the close identification, monitoring and management of investment specific credit
risk.
There were no significant concentrations of credit risk to counterparties at 31 December 2012
or 31 December 2011.
Price risk
sensitivity
The following details the Company's sensitivity to a 10% increase or decrease in the market
prices of listed
or AIM/ISDX quoted securities, with 10% being the Manager's assessment of a reasonable possible
change
in market prices.
At 31 December 2012, if market prices of AIM/ISDX quoted securities had been 10% higher
or
lower and with all other variables held constant, the increase or decrease in net assets attributable
to Ordinary
Shareholders for the year would have been GBP132,000 (2011: GBP94,000) due to the change on
valuation of financial assets
at fair value
through profit or
loss.
At 31 December 2012, if market prices of listed or AIM/ISDX quoted securities had been
10%
higher or
lower and with all other variables held constant, the increase or decrease in net assets attributable
to S Ordinary
Shareholders for the year would have been GBP107,000 (2011: GBP32,000) due to the change on
valuation of financial assets
at fair value
through profit or
loss.
At 31 December 2012, 74.6% (2011: 82.0%) comprised investments in unquoted companies held
at fair value
attributable to Ordinary Shareholders. The valuation of unquoted investments reflects a number
of factors,
including the performance of the investee company itself and the wider market. Therefore,
it is not considered
meaningful to provide a sensitivity analysis on the net asset position and total return for
the year due to the fact
any such movements would be immaterial to users of Financial
Statements.
At 31 December 2012, 70.6% (2011: 84.6%) comprised investments in unquoted companies held
at fair value
attributable to S Ordinary Shareholders. The valuation of unquoted investments reflects a
number of factors,
including the performance of the investee company itself and the wider market. Therefore,
it is not considered
meaningful to provide a sensitivity analysis on the net asset position and total return for
the year due to the fact
any such movements would be immaterial to users of Financial
Statements.
19 Share Consolidation and Ortus VCT PLC Merger
Share Consolidation
Pursuant to the Company share consolidation, 804,028 new Maven Income and Growth VCT 4 S Shares
were issued to the
holders of S Shares on the Company's register on 25 March 2013 (this being the record date
for the Share Consolidation).
All the S Shares then in issue in the capital of the Company were redesignated as Maven Income
and Growth VCT 4 Ordinary
Shares on a ratio of one to one. As a result, following completion of the Share Consolidation,
holders of S Shares now hold
1.1528 Ordinary Shares for every S Share held on the record date for the Share Consolidation.
Merger
Shareholders approved the acquisition of all of the assets and liabilities of Ortus VCT PLC
which was completed by way of a
Scheme of reconstruction of Ortus pursuant to Section 110 of the Insolvency Act 1986 and the
transfer by Ortus of all of its
assets and liabilities to the Company ("Scheme"), details of which were contained in the Company's
circular to shareholders
("the Circular") and the Company's prospectus ("the Prospectus"), both dated 1 March 2013.
The total number of new Maven Income and Growth VCT 4 Ordinary Shares issued to Ortus shareholders
in connection with
the Scheme was 6,853,086 at a deemed issue price of 94.24p per share and the total number
of new C Shares issued to
Ortus shareholders in connection with the Scheme was 3,968,876 at a deemed issue price of
GBP1.00 per share. Net assets
of GBP6,458,348 and GBP3,968,876 were transferred to the Maven Income and Growth VCT 4 Ordinary
Pool and C Pool
respectively after deducting merger costs and the declared Ortus special dividend of 2 pence
per share.
As a result of the merger each Ortus VCT shareholder received 0.189778 Maven Income and Growth
VCT 4 Ordinary Shares
and 0.109907 Maven Income and Growth VCT 4 C Shares for each Ortus Ordinary Share held. Following
implementation of
the Share Consolidation and Scheme of reconstruction, there were 22,078,966 Ordinary Shares
and 3,968,876 C shares in
in issue in the Company.
Budgeted merger costs were GBP281,000, of which the Company's share was GBP163,000. Final
figures for the costs of the merger
are not yet available as the liquidation of Ortus VCT PLC has not yet been completed, however,
the board expects that the
total costs will be in line with the original estimate.
Gross and net assets of the Company immediately following the merger were GBP25,779,501 and
GBP24,776,094 respectively.
Other information
This announcement has been prepared on the same basis as the
Annual Report and Financial Statements for the year ended 31
December 2012. The Annual Report and Financial Statements for the
year ended 31 December 2012 will be filed with the Registrar of
Companies and issued to Shareholders in due course. References to
page numbers and notes to the financial statements are references
to the Annual Report and Financial Statements for the year ended 31
December 2012. 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 31
December 2011 have been delivered to the Registrar of Companies and
contained an audit report which was unqualified.
Copies of this announcement and of the Annual Report and
Financial Statements for the year ended 31 December 2012 will be
available at the registered office: Kintyre House, 205 West George
Street, Glasgow, G2 2LW, and on the Company's website at
www.mavencp.com/migvct4.
By order of the Board
Maven Capital Partners UK LLP
Secretary
30 April 2013
ENDS
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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