TIDMMAV4 TIDMTTM

RNS Number : 3514I

Maven Income & Growth VCT 4 PLC

24 March 2015

Maven Income and Growth VCT 4 PLC

Final results for the year ended 31 December 2014

Chairman's Statement

On behalf of your Board I am pleased to announce the results for the twelve months to 31 December 2014. During the year, improved income derived from the investment portfolio combined with the proceeds of a number of profitable realisations resulted in a further increase in NAV total return and enabled your Company to propose an increased annual dividend for the fourth year in succession.

The majority of investee businesses are trading well, and a number of notable performances by, amongst others, Nenplas Holdings, HCS Control Systems Group and John McGavigan has enabled the Board to write up their values, whilst the valuations of CHS Engineering Services and DPP have been reduced during the year. There has been ongoing interest in various portfolio companies from trade and private equity buyers, and pleasingly several profitable exits have been achieved, most significantly the full realisations of our investments in Adler and Allan Holdings and EFC Group.

The Manager has continued to invest in a varied range of private companies which generate an income to your Company and, as a result of this strategy, investment income has increased by 21% over the year. As at the period end, and including the benefit of another successful fund raising, net assets have risen to GBP31 million.

In line with the policy of reducing exposure to AIM, the Manager has continued to dispose of holdings for optimum value as opportunities arose and listed equities now account for a modest 1.6% of the asset base. Developments within the portfolio are detailed in the Investment Manager's Review.

Your Company was also able to complete the final stage of the 2013 merger with Ortus VCT PLC, and accelerate the consolidation of the two separate share classes that have been in place since that time. When the merger occurred, the Boards of both Companies agreed that the common assets would merge into the Ordinary Share pool and the legacy investments would be segregated into a new C Share pool, which would be managed separately until the assets were sold or could be merged into the Ordinary Share pool.

At the half-year, your Board reduced the valuation of the former Ortus holdings in Higher Nature and Networks by Wireless to reflect trading performance, which had the effect of reducing the NAV of the C Share pool to 76.10p per Share. The valuations of all remaining legacy assets were reviewed prior to the share consolidation taking place and, being considered to be a fair reflection of value, were left unchanged.

As a result of the merger and share class consolidation, in tandem with a series of successful fund raisings, your Company has grown materially in scale in recent years and is now well positioned to build a larger and more diverse portfolio.

Highlights for the year

-- NAV total return of 131.25p per share (2013: 127.90p) at the year end, up 2.6% over the year

   --      NAV at period end of 97.20p per share (2013: 98.60p) 
   --      Eleven new private equity investments added to the portfolio 
   --      Realisation of Adler and Allan Holdings for a total return of 2.6 times cost 
   --      Exit from EFC Group, generating a total return multiple of 3.8 times cost 

-- Increased final dividend proposed of 2.90p per share, making the full year dividend 5.00p per share (2013:4.65p)

Dividends

The Board recommends that an increased final dividend of 2.90p per Ordinary Share, comprising 0.70p of revenue and 2.20p of capital, be paid on 5 June 2015 to Shareholders on the Register at 8 May 2015. This brings total dividends for the year to 5.00p per share, representing a yield of 5.7% based on the year end closing mid-market share price of 87.00p.

Since the Company's launch, and after receipt of the proposed final dividend, Shareholders will have received 36.95p per share in tax-free dividends. The effect of paying the proposed final dividend would be to reduce the NAV of the Company by the total cost of the distribution.

Dividend Investment Scheme (DIS)

The Directors have agreed to implement a DIS through which Shareholders may elect to have their dividend payments used to apply for additional Ordinary Shares issued by the Company under the standing authority requested from Shareholders at Annual General Meetings. Shares issued under the DIS will qualify for VCT tax reliefs applicable for the tax year in which they are allotted.

Full details of the scheme, together with a mandate form, are being made available alongside this Annual Report to enable Shareholders to take advantage of the DIS in respect of the final dividend for the year ending 31 December 2014. Shareholders wishing to do so should ensure that a mandate form, or CREST instruction if appropriate, is submitted by no later than the election date of 22 May 2015. Under current VCT legislation, dividends that are invested will be eligible for income tax relief at 30% of the amount invested, subject to an annual investment limit of GBP200,000, in aggregate, per individual for all investments into new VCT Shares in a tax year.

Fund Raising

Following the success of the GBP4 million Offer for Subscription that opened in October 2013 and closed on 30 May 2014, in October 2014 the Company announced that it planned to raise up to GBP2

million in a joint Offer for Subscription alongside four other Maven VCTs. That Offer in respect of your Company was fully subscribed by 7 January 2015 and, consequently, closed early. Maven Income and Growth VCT, Maven Income and Growth VCT 2, Maven Income and Growth VCT 3 and Maven Income and Growth VCT 5 have each also raised their maximum target of GBP4 million.

The first allotment under the Offer took place on 20 February 2015, and it is anticipated that a further allotment will take place in early April 2015 in respect of the 2015/16 tax year. Relevant details regarding shares issued in respect of the Offers can be found in note 12 to the Financial Statements.

The Company may use the money raised under the Offers to pay dividends (subject to meeting the requirements of the return of capital legislation effective from 6 April 2014) 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 Offers will also provide additional liquidity for the Company to make further investments, and enable it to spread its costs over a larger asset base to the benefit of all Shareholders.

Share Buy-backs

Shareholders should be aware that the Board's primary objective is for the Company to retain sufficient liquid assets for making investments in line with its stated policy and for the continued payment of dividends to Shareholders. However, the Directors also acknowledge the need to maintain an orderly market in the Company's shares and have delegated authority to the Manager to buy back shares in the market for cancellation or to be held in treasury, subject always to such transactions being in the best interest of Shareholders.

It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, shares will be bought back at prices representing a discount of up to 15% to the prevailing NAV per share.

Share Consolidation

The Company completed a merger with Ortus VCT PLC on 3 April 2013, details of which were contained in a shareholder circular and prospectus dated 1 March 2013. It was agreed that the common assets be merged into the Ordinary Share pool and, in view of the disproportionately high value of several of the legacy Ortus VCT PLC investments, that these be segregated into a new C Share pool, which would be managed separately for a period of up to two years. The C Shares would then be consolidated into the Ordinary Shares on a relative net asset basis (as provided for in the Articles of Association as amended at the time of the merger). As the C Shares pool investments had been materially realised and the proceeds reinvested alongside the Ordinary Shares pool, the Board decided to accelerate the consolidation of the C Shares into the Ordinary Shares and create a single class of shares, and accordingly the share consolidation was implemented on 30 September 2014. Details of the transaction are contained in note 18 to the Financial Statements.

Alternative Investment Fund Manager's Directive (AIFMD)

The AIFMD regulates the management of alternative investment funds, including VCTs, and the Board has received approval as a self-managed small registered UK AIFM under the AIFMD from the FCA. A new Risk Committee has been established, and information regarding the composition and responsibilities of this committee can be found in the Report by the Audit and Risk Committees.

VCT Regulatory Developments

The Association of Investment Companies (AIC) participated in a consultation process on 'tax-advantaged venture capital schemes' to assist the Government's discussions with the European Commission regarding a review of the State Aid rules for businesses in member countries. The Board supported the AIC's response, in which a number of recommendations were made that we believe would protect the VCT scheme against the imposition of further restrictions on investment

and would reduce administrative burdens.

The FCA has removed the requirement for listed companies to publish quarterly interim management statements. However, your Company will continue to announce the NAV

per share on a quarterly basis.

Board of Directors

The merger with Ortus VCT PLC led to a temporary increase in the number of directors, and as previously intimated, it was the intention as set out in the merger prospectus that the size of the Board would return to previous levels when the C Share pool was merged and your Company had a single class of shares. Your Board has also been considering the issue of Board composition and orderly succession, and has agreed in principle that it would be advantageous to reduce the number of independent directors from five to three. Accordingly, Andrew Lapping and David Potter have indicated that they will stand down and not seek re-election at the AGM to be held on 29 April 2015.

Further changes in Board membership are likely to take place within the next few years, and the future constitution of the Board will be confirmed and communicated fully to Shareholders in due course, with each new Director being subject to re-election by Shareholders at the AGM immediately following their appointment.

I would like to take this opportunity to thank Andrew for the valued contribution that he has made to the Board since the inception of your Company, and David for his support since the merger with

Ortus VCT PLC. I wish both of them well for the future.

Your Board recognises that the UK Code of Corporate Governance recommends that all non-executive directors who have served for a period of longer than nine years should be subject to annual re-election. As the majority of the current members of the Board, including myself as Chairman, have held office for periods in excess of nine years, it has been resolved to adopt this practice with effect from the 2015 AGM.

Distribution of Annual and Interim Reports

As detailed in the 2014 Interim Report, a number of Shareholders have expressed an interest in receiving notification, by post or e-mail, that documents, including Annual and Interim reports, are

available on the Company's website as an alternative to receiving hard copies by post. A letter of request was enclosed for Shareholders to complete and return to confirm whether or not they wished to take advantage of this facility, and indicating that, if it was not returned, they would be deemed as having given their consent to receiving only postal notifications that documents are available on the website. As a result, if no such letter of request was returned, Shareholders will have received notification by post of the publication of this Annual Report on the Company's website. Shareholders who wish notifications to be sent by e-mail rather than by post should complete and return the form enclosed or advise the Registrar via the Share Portal at www.capitashareportal.com. Hard copies of all documents are available on request.

The Future

The Board believes that the continuation of the proven later-stage investment policy adopted by the Manager, combined with the benefits and efficiencies that will come from having a simplified share capital structure, will deliver continued growth in Shareholder value in the years ahead.

Ian Cormack

Chairman

24 March 2015

Business Report

This Business Report is intended to provide an overview of the strategy and business model of the Company as well as the key measures used by the Directors in overseeing its management. The Company is a venture capital trust which invests in accordance with the investment objective set out below.

Investment Objective

The Company aims to achieve long term capital appreciation and generate maintainable levels of income for Shareholders.

Business Model and Investment Policy

Under an investment policy approved by the Directors, the Company intends to achieve its objective by:

-- investing the majority of its funds in a diversified portfolio of shares and securities in smaller, unquoted UK companies and AIM/ISDX quoted companies which meet the criteria for VCT qualifying investments and have strong growth potential;

-- investing no more than GBP1 million in any company in one year and no more than 15 per cent of the Company's assets by cost in one business at any time; and

-- borrowing up to 15 per cent of net asset value, if required and only on a selective basis, in pursuit of its investment strategy.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company are as follows:

Investment Risk

Many of the Company's investments are in small and medium sized unlisted and AIM/ISDX quoted companies which, by their nature, entail a higher level of risk and lower liquidity than investments in large quoted companies. The Board aims to limit the risk attaching to the investment portfolio as a whole by ensuring a structured selection, monitoring and realisation process. The Board reviews the investment portfolio with the Manager on a regular basis.

The Company manages and minimises investment risk by:

   --      diversifying across a large number of companies; 
   --      diversifying across a range of economic sectors; 
   --      actively and closely monitoring the progress of investee companies; 

-- seeking to appoint a non-executive director to the board of each private investee company, provided from the Manager's investment management team or from its pool of experienced independent directors;

-- co-investing with other funds run by the Manager in larger deals, which tend to carry less risk;

   --      not investing in hostile public to private transactions; and 

-- retaining the services of a Manager that can provide the resources required to achieve the investment objective and meet the criteria stated above.

An explanation of certain risks and how they are managed is contained in Note 17 to the Financial Statements.

Financial and Liquidity Risk

As most of the investments require a mid to long term commitment and are relatively illiquid, the Company retains a portion of the portfolio in cash or cash equivalents in order to finance any new unquoted investment opportunities. The Company has no direct exposure to currency risk and does not enter into any derivative transactions.

Economic Risk

The valuation of investment companies may be affected by underlying economic conditions such as fluctuating interest rates and the availability of bank finance.

Credit Risk

The Company may hold financial instruments and cash deposits and is dependent on counterparties discharging their agreed responsibilities. The Directors consider the creditworthiness of the counterparties to such instruments and seek to ensure that there is no undue concentration of exposure to any one party.

Internal Control Risk

The Board reviews regularly the system of internal controls, both financial and non-financial, operated by the Company and the Manager. These include controls designed to ensure that the Company's assets are safeguarded and that all records are complete and accurate.

VCT Qualifying Status Risk

The Company operates in a complex regulatory environment and faces a number of related risks, including:

-- becoming subject to capital gains tax on the sale of its investments as a result of a breach of Section 274 of the Income Tax Act 2007;

-- loss of VCT status and consequent loss of tax reliefs available to Shareholders as a result of a breach of the VCT Regulations; and

-- loss of VCT status and reputational damage as a result of serious breach of other regulations such as the UKLA Listing Rules and the Companies Act 2006.

Legislative and Regulatory Risk

In order to maintain its approval as a VCT, the Company is required to comply with current VCT legislation in the UK as well as the European Commission's (EC) state aid rules. Changes in the future to UK legislation or the EC state aid rules could have an adverse impact on Shareholder investment returns whilst maintaining the Company's VCT status. The Board and the Manager continue to make representations where appropriate, either directly or through relevant industry bodies such as the AIC or the British Venture Capital Association (BVCA).

Statement of Compliance with Investment Policy

The Company is adhering to its stated investment policy and managing the risks arising from it. This can be seen in various tables and charts throughout the Annual Report, and from information provided in the Chairman's Statement and the Investment Manager's Review. A review of the Company's business, its position as at 31 December 2014 and its performance during the year then ended, is included in the Chairman's Statement, which also includes an overview of its strategy and business model.

The management of the investment portfolio has been delegated to Maven, which also provides company secretarial, administrative and financial management services to the Company. The Board is satisfied with the depth and breadth of the Manager's resources and its network of offices, which supply new deals and enable it to monitor the geographically widespread portfolio of companies effectively.

The Investment Portfolio Summary discloses the investments in the portfolio and the degree of co-investment with other clients of the Manager. The tabular analysis of the unlisted and quoted portfolio shows that the portfolio is diversified across a variety of sectors and deal types. The level of qualifying investments is monitored by the Manager on a daily basis and reported to the Risk Committee quarterly.

Key Performance Indicators

At each Board Meeting, the Directors consider a number of financial performance measures to assess the Company's success in achieving its objectives and these also enable Shareholders and investors to gain an understanding of its business. The key performance indicators are as follows:

   --      NAV total return; 
   --      dividends per share; 
   --      investment income; and 
   --      operational expenses. 

The NAV total return is a measure of the current NAV per share and the sum of dividends paid to date. The dividends per share measure shows how much of that Shareholder value has been returned to original investors in the form of dividends. A historical record of these measures is shown in the Financial Highlights. The change in the profile of the portfolio is reflected in the Summary of Investment Changes. The Board reviews the Company's investment income and operational expenses on a quarterly basis.

There is no meaningful venture capital trust index against which to compare the financial performance of the Company, but, for reporting to the Board and Shareholders, the Manager uses comparisons with appropriate indices and the Company's peer group. The Directors also consider non-financial performance measures such as the flow of investment proposals and ranking of the VCT sector by independent analysts.

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.

Share Buy-backs

The Board will seek the necessary Shareholder authority to continue the share buy-back programme under appropriate circumstances.

Employee, Environmental and Human Rights Policy

As a venture capital trust, the Company has no direct employee or environmental responsibilities, nor is it responsible for the emission of greenhouse gases. Its principal responsibility to Shareholders is to ensure that the investment portfolio is managed and invested properly. The Company has no employees and, accordingly, has no requirement to report separately on employment matters. The management of the portfolio is undertaken by the Manager through members of its portfolio management team. The Manager engages with the Company's underlying investee companies in relation to their corporate governance practices and in developing their policies on social, community and environmental matters and further information may be found in the Statement of Corporate Governance. In light of the nature of the Company's business, there are no relevant human rights issues and, therefore, the Company does not have a human rights policy.

Future Strategy

The Board and Manager intend to maintain the policies set out above for the year ending 31 December 2015 as it is believed that these are in the best interests of Shareholders.

Ian Cormack

Chairman

24 March 2015

Maven Income and Growth VCT 4 PLC

Income Statement

For the Year Ended 31 December 2014

 
                                         Ordinary Shares 
 
                             Revenue   Capital     Total 
                             GBP'000   GBP'000   GBP'000 
-------------------------   --------  --------  -------- 
 Gains on investments              -       473       473 
 Income from 
  investments                  1,282         -     1,282 
 Investment management 
  fees                         (208)     (831)   (1,039) 
 Other expenses                (387)         -     (387) 
--------------------------  --------  --------  -------- 
 Net Return on 
  ordinary activities 
  before taxation                687     (358)       329 
 
 Tax on ordinary 
  activities                   (132)       132         - 
--------------------------            -------- 
 Return attributable 
  to Equity Shareholders         555     (226)       329 
--------------------------  --------  --------  -------- 
 
 Earnings per 
  share (pence)                1.7      (0.7)      1.0 
--------------------------  --------  --------  -------- 
 
 

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

For the year ended 31 December 2014

 
                                          Ordinary       C Ordinary 
                                            Shares           Shares           TOTAL 
                                           GBP'000          GBP'000         GBP'000 
 
 Opening Shareholders' 
  funds                                     25,340            3,631          28,971 
 C Ordinary share consolidation 
  to Ordinary                                3,631          (3,631)               - 
 Net return for year                           329                -             329 
 Net proceeds of share 
  issue                                      4,093                -           4,093 
 Merger costs                                  (3)                -             (3) 
 Repurchase and cancellation 
  of shares                                  (861)                -           (861) 
 Dividends paid - revenue                    (484)                -           (484) 
 Dividends paid - capital                    (907)                -           (907) 
 Closing Shareholders' 
  funds                                     31,138                -          31,138 
---------------------------------  ---------------  ---------------  -------------- 
 

The accompanying Notes are an integral part of the Financial Statements.

Income Statement

For the year ended 31 December 2013

 
 
 
                                 Ordinary Shares                              C 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 
----------------  -------------  ---------------  -------------  --------------  ---------------  --------  -------------  ---------------  ------------- 
 Gains/(losses) 
  on investments              -            1,808          1,808               -            (120)     (120)              -            1,688          1,688 
 Income 
  from 
  investments             1,041                -          1,041              18                -        18          1,059                -          1,059 
 Investment 
  management 
  fees                    (188)            (753)          (941)            (20)             (84)     (104)          (208)            (837)        (1,045) 
 Other 
  expenses                (358)                -          (358)            (37)                -      (37)          (395)                -          (395) 
----------------  -------------  ---------------  -------------  --------------  ---------------  --------  -------------  ---------------  ------------- 
 Net Return 
  on ordinary 
  activities 
  before 
  taxation                  495            1,055          1,550            (39)            (204)     (243)            456              851          1,307 
 
 Tax on 
  ordinary 
  activities               (95)               95              -               -                -         -           (95)               95              - 
----------------                 ---------------                                 ---------------                           --------------- 
 Return 
  attributable 
  to Equity 
  Shareholders              400            1,150          1,550            (39)            (204)     (243)            361              946          1,307 
----------------  -------------  ---------------  -------------  --------------  ---------------  --------  -------------  ---------------  ------------- 
 
 
 Earnings 
  per share 
  (pence)                   1.8              5.3            7.1           (1.0)            (5.2)     (6.2)            0.8              0.1            0.9 
----------------  -------------  ---------------  -------------  --------------  ---------------  --------  -------------  ---------------  ------------- 
 
 

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

For the year ended 31 December 2013

 
                                            Ordinary       C Ordinary       S Ordinary 
                                              Shares           Shares           Shares           TOTAL 
                                             GBP'000          GBP'000          GBP'000         GBP'000 
 
 Opening Shareholders' 
  funds                                        8,990                -            5,877          14,867 
 
   S Ordinary share consolidation 
   to Ordinary                                 5,877                -          (5,877)               - 
 Net return for year                           1,550            (243)                -           1,307 
 Issue of new Ordinary 
  shares                                       6,272                -                -           6,272 
 Issue of new C Ordinary 
  shares                                           -            3,969                -           3,969 
 Net proceeds of share 
  issue                                        4,169                -                -           4,169 
 Merger costs                                   (29)                -                -            (29) 
 Repurchase and cancellation 
  of shares                                    (621)             (95)                -           (716) 
 Dividends paid - revenue                      (423)                -                -           (423) 
 Dividends paid - capital                      (445)                -                -           (445) 
 Closing Shareholders' 
  funds                                       25,340            3,631                -          28,971 
-----------------------------------  ---------------  ---------------  ---------------  -------------- 
 
 

Maven Income and Growth VCT 4 PLC

Balance Sheet

As at 31 December 2014

 
                                       31 December 
                                              2014                                                   31 December 2013 
 
                                          Ordinary              Ordinary             C Ordinary 
                                            Shares                Shares                 Shares                 Total 
                                           GBP'000               GBP'000                GBP'000               GBP'000 
---------------  ---------------------------------  --------------------  ---------------------  -------------------- 
 Fixed assets 
 Investments at 
  fair value 
  through 
  profit or 
  loss                                      29,296                24,185               3,133                   27,318 
 
 Current assets 
 Debtors                                       511                   467                  214                     681 
 Cash                                        1,565                   963                  291                   1,254 
---------------  ---------------------------------  --------------------  ---------------------  -------------------- 
                                             2,076                 1,430                  505                   1,935 
 Creditors: 
 Amounts 
  falling 
  due within 
  one 
  year                                       (234)                 (275)                    (7)                 (282) 
                 ---------------------------------  --------------------  ---------------------  -------------------- 
 Net current 
  assets                                     1,842                 1,155                  498                   1,653 
---------------  ---------------------------------  --------------------  ---------------------  -------------------- 
 Total net 
  assets                                    31,138                25,340               3,631                   28,971 
---------------  ---------------------------------  --------------------  ---------------------  -------------------- 
 
 
 Capital and 
 reserves 
 Called up 
  share 
  capital                                    3,205                 2,569                  386                   2,955 
 Share premium 
  account                                   17,677                10,350               3,572                   13,922 
 Capital 
  reserve 
  - realised                               (1,018)                 (123)                 (281)                  (404) 
 Capital 
  reserve 
  - unrealised                                 883                 1,325                   77                   1,402 
 Distributable 
  reserve                                    9,621                10,591                  (95)                 10,496 
 Capital 
  redemption 
  reserve                                      229                   119                   11                     130 
 Revenue 
  reserve                                      541                   509                  (39)                    470 
 Net assets 
  attributable 
  to Ordinary 
  Shareholders                              31,138                25,340               3,631                   28,971 
---------------  ---------------------------------  --------------------  ---------------------  -------------------- 
 
 Net asset 
  value 
  per ordinary 
  share (pence)                               97.2                  98.6                 94.0 
---------------  ---------------------------------  --------------------  ---------------------  -------------------- 
 
 

Maven Income and Growth VCT 4 PLC

Cash Flow Statement

For the year ended 31 December 2014

 
                                                           Year ended                                                          Year ended 
                                                          31 December 
                                                                 2014                                                    31 December 2013 
 
                                                             Ordinary               Ordinary            C Ordinary 
                                                               Shares                 Shares                Shares                  Total 
                                                              GBP'000                GBP'000               GBP'000                GBP'000 
---------------------   ---------------------------------------------  ---------------------  --------------------  --------------------- 
 Operating activities 
 Investment income 
  received                                                      1,323                    946                     3                    949 
 Deposit interest 
  received                                                          2                      -                     -                      - 
 Investment management 
  fees paid                                                   (1,092)                  (744)                 (104)                  (848) 
 Secretarial fees 
  paid                                                           (93)                   (80)                  (11)                   (91) 
 Directors fees paid                                             (73)                   (68)                  (10)                   (78) 
 Other cash payments                                             (20)                  (215)                 (208)                  (423) 
----------------------  ---------------------------------------------  ---------------------  --------------------  --------------------- 
 Net cash 
  inflow/(outflow) 
  from operating 
  activities                                                       47                  (161)                 (330)                  (491) 
 
 Taxation 
 Corporation tax                                                    -                    (4)                     -                    (4) 
----------------------  ---------------------------------------------  ---------------------  --------------------  --------------------- 
 
 Financial investment 
 Purchase of 
  investments                                                (20,941)               (22,367)               (1,407)               (23,774) 
 Sale of investments                                           19,367                 17,797                 1,459                 19,256 
----------------------  ---------------------------------------------  ---------------------  --------------------  --------------------- 
 Net cash 
  (outflow)/inflow 
  from financial 
  investment                                                  (1,574)                (4,570)                    52                (4,518) 
 
 Equity dividends 
  paid                                                        (1,391)                  (868)                     -                  (868) 
----------------------  ---------------------------------------------  ---------------------  --------------------  --------------------- 
 
 Net cash outflow 
  before financing                                            (2,918)                (5,603)                 (278)                (5,881) 
 
 Financing 
 Issue of Ordinary 
  Shares                                                        4,093                  4,169                     -                  4,169 
 Net cash balance 
  acquired from merger                                              -                  1,686                   664                  2,350 
 Merger costs                                                     (3)                      -                     -                      - 
 Repurchase of 
  Ordinary 
  Shares                                                        (861)                  (621)                  (95)                  (716) 
 
 Net cash inflow 
  from financing                                                3,229                  5,234                   569                  5,803 
----------------------  ---------------------------------------------  ---------------------  -------------------- 
 Increase/(decrease) 
  in cash                                                         311                  (369)                   291                   (78) 
----------------------  ---------------------------------------------  ---------------------  --------------------  --------------------- 
 

Notes

Accounting Policies - UK Generally Accepted Accounting Practice

(a) Basis of preparation

The Financial Statements have been prepared under the historical cost convention modified to include the revaluation of investments and in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies' and Venture Capital Trusts (the SORP) issued in January 2009.

The disclosures on Going Concern on page 35 of the Directors' Report form part of the 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 and merger costs are charged to the share premium account. 

(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 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 prospective earnings to determine the enterprise value of the company.

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

3.2 Preference shares, debentures and loan stock are valued using the Price of Recent Investment Method. When a redemption premium has accrued, this will only be valued if there is a reasonable prospect of it being paid. Preference shares which carry a right to convert into ordinary share capital are valued at the higher of the Price of Recent Investment Method basis and the price/earnings basis, 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 measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable.

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

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

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

   --        Level 1 - quoted prices in active markets for identical investments. 

-- Level 2 - other significant observable inputs (includes 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.

Reserves

 
                                   Share                 Capital                Capital                                           Capital 
                                 Premium                 Reserve                Reserve             Distributable              redemption                Revenue 
                                 account                realised             unrealised                   reserve                 reserve                reserve 
 Ordinary 
 Shares                          GBP'000                 GBP'000                GBP'000                   GBP'000                 GBP'000                GBP'000 
 
 At 1 January 
  2014 - 
  Ordinary                        10,350                   (123)                  1,325                    10,591                     119                    509 
 At 1 January 
  2014 - C 
  Ordinary                         3,572                   (281)                     77                      (95)                      11                   (39) 
---------------  -----------------------  ----------------------  ---------------------  ------------------------  ----------------------  --------------------- 
                                  13,922                   (404)                  1,402                    10,496                     130                    470 
 Gains on sales 
 of investments                        -                     992                      -                         -                       -                      - 
 Net decrease 
 in value of 
 investments                           -                       -                  (519)                         -                       -                      - 
 Investment 
 management 
 fees                                  -                   (831)                      -                         -                       -                      - 
 Dividends paid                        -                   (907)                      -                         -                       -                  (484) 
 Tax effect of 
  capital items                        -                     132                      -                         -                       -                      - 
 Share Issue - 
  2014                             3,679                       -                      -                      (14)                       -                      - 
 Merger - C 
 share 
 consolidation                        79                       -                      -                         -                       -                      - 
 Merger costs                        (3)                       -                      -                         -                       -                      - 
 Repurchase and 
  cancellation 
  of shares                            -                       -                      -                     (861)                      99                      - 
 Net return on 
  ordinary 
  activities 
  after 
  taxation                             -                       -                      -                         -                       -                    555 
 At 31 December 
  2014                            17,677                 (1,018)                    883                     9,621                     229                    541 
---------------  -----------------------  ----------------------  ---------------------  ------------------------  ----------------------  --------------------- 
 

Return per Ordinary Share

 
                                Year ended                                      Year ended 
                               31 December 
                                      2014                                31 December 2013 
 
 The returns per 
  share have been 
  based on the following          Ordinary        Ordinary       C Ordinary 
 figures:                           Shares          Shares           Shares          Total 
 
 Weighted average 
  number of ordinary 
  shares                        31,821,673      21,811,660        3,894,337     25,705,997 
 
 Revenue return                 GBP555,000      GBP400,000      (GBP39,000)     GBP361,000 
 Capital return               (GBP226,000)    GBP1,150,000     (GBP204,000)     GBP946,000 
 Total Return                   GBP329,000    GBP1,550,000     (GBP243,000)   GBP1,307,000 
--------------------------  --------------  --------------  ---------------  ------------- 
 

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 2014                                                             31 December 2013 
                                                                                                                        C Ordinary 
                                      Ordinary Shares                         Ordinary Shares                               Shares 
 
                                                                                                           Net 
                      Net asset             Net asset            Net asset          Net asset            asset           Net asset 
                          value                                      value                               value 
                            per                 value                  per              value              per               value 
                          share          attributable                share       attributable            share        attributable 
                              p               GBP'000                    p            GBP'000                p             GBP'000 
 
 Ordinary 
  Shares                   97.2                31,138                 98.6             25,340             94.0               3,631 
----------  -------------------  --------------------  -------------------  -----------------  ---------------  ------------------ 
 

Basis of preparation of the Financial Statements

The Financial Statements included in this Announcement have been prepared on the same basis as the Annual Report and Financial Statements for the year ended 31 December 2013. The Annual Report and Financial Statements for the year ended 31 December 2014 will be filed with the Registrar of Companies and issued to Shareholders in due course.

The financial information contained within this Announcement does not constitute the Company's statutory Financial Statements as defined in the Companies Act 2006. The statutory Financial Statements for the year ended 31 December 2013 have been delivered to the Registrar of Companies and contained an audit report which was unqualified and did not constitute statements under S498(2) or S498(3) of the Companies Act 2006.

Responsibility Statement of the Directors in respect of the Annual Report and Financial Statements

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

-- the Financial Statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as at 31 December 2014 and for the year to that date;

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

-- the Annual Report and Financial Statements taken as a whole are fair, balanced and understandable and provide the information necessary to assess the Company's performance, business model and strategy.

Other information

The Annual General Meeting will be held at 1-2 Royal Exchange Buildings, London EC3V 3LF at 10.30 am on Wednesday 29 April 2015.

Copies of this announcement, and of the Annual Report and Financial Statements for the year ended 31 December 2014, will be available to the public at the registered office of the Company, Kintyre House, 205 West George Street, Glasgow G2 2LW; at the office of Maven Capital Partners UK LLP, 1-2 Royal Exchange Buildings, London EC3V 3LF and on the Company's website at www.mavencp.com/migvct4.

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

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

By Order of the Board

Maven Capital Partners UK LLP

Secretary

24 March 2015

This information is provided by RNS

The company news service from the London Stock Exchange

END

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