Source - RNS
RNS Number : 1745K
Maven Income & Growth VCT 4 PLC
06 April 2018
 

Maven Income and Growth VCT 4 PLC

 

Final results for the year ended 31 December 2017

 

Highlights for the year

 

•      NAV total return of 145.87p per share at the year end (2016:143.40p)

 

•      NAV at year end of 85.97p per share (2016: 99.00p), after payment of dividends totalling 15.50p per share during the year

 

•      Annual dividends 12.45p per share (2016: 5.25p)

 

•      Offer for Subscription launched with £19.22 million of new capital raised to date

 

•      Gains on investments £984,000 (2016: £1,424,000)

 

•      Net return on ordinary activities before taxation £887,000 (2016: £1,008,000)

 

•      Earnings per share 2.67p (2016: 3.04p)

 

Chairman's Statement

On behalf of your Board, I am pleased to report on the progress achieved by your Company in the period under review, which was highly successful in terms of the ongoing construction of the long term portfolio, with the addition of nine new assets, across a wide range of high growth industries and sectors. There were also a number of successful realisations of the more mature holdings during the year, although one of the larger portfolio companies suffered a write down in value, which diluted the overall performance for the financial year.

 

Dividends in respect of the year totalled 12.45p per share, representing a 16.49% yield based on the share price at the year end. Whilst this level of annual distribution is not expected to be sustained, it reflected a number of profitable realisations and was required in order to ensure ongoing compliance with the VCT legislation. Notwithstanding this enhanced level of Shareholder payments, NAV has been increased by the proceeds arising from the Offer for Subscription, which will create a solid foundation for the future growth of the portfolio. Your Board remains committed to making distributions when realisations are achieved, and to the payment of regular tax-free income to Shareholders.

 

In the year to 31 December 2017, your Company delivered positive performance, with a further increase in NAV total return against a backdrop of continuing economic uncertainty, largely related to the ongoing negotiations regarding the UK's intended withdrawal from the European Union (EU) and an ever-changing regulatory environment. The framework under which VCTs operate is becoming increasingly complex, with further legislation announced in the 2017 Autumn Budget Statement. However, your Board believes that the Manager has the depth of experience and breadth of skill to ensure that your Company continues to respond appropriately.

 

The new Offer for Subscription was launched on 22 September 2017 and has, to date, raised £19.22 million of new capital, with 4,367,370 shares allotted prior to the year end and a further 16,714,707 issued subsequently. This provides your Company with significant liquidity to facilitate the continued expansion of the portfolio. The investment programme for deploying these funds has commenced and the Directors are encouraged by the strength of the pipeline of prospective opportunities currently under review across Maven's expanded network of eleven regional offices.

 

It is encouraging to report that most investee companies continued to trade in line with plan and grow in value during the year, as can be seen from the detailed analysis in the Investment Manager's Review in the Annual Report. The continued progress achieved by a number of established private company holdings has enabled the valuations of those assets to be increased. The Board is also pleased to note that, after a number of years of exceptionally challenging market conditions, those portfolio companies with exposure to the oil & gas services sector are seeing an improvement, with financial performance showing an increase over the comparative period in the prior year. The valuations of a number of these assets had previously been reduced in response to market conditions and the conservative valuation of these holdings will be maintained until there is evidence of a sustained market recovery. Elsewhere in the portfolio, there are a small number of investments that are operating behind plan, or where a market adjustment has impacted upon performance and, as a result, the valuations of these assets have been reduced.

 

Investment activity was positive in the financial year, with the addition of nine carefully selected growth oriented companies to the portfolio. The pipeline of new opportunities remains strong and is supported by the Manager's expanded nationwide office network, which is delivering a regular supply of prospective investments. The Board is, however, aware of the challenges that the Manager is facing with regard to securing Advance Assurance from HM Revenue & Customs (HMRC) for new investments, and notes that this has resulted in a number of potential transactions being lost during the year due to slow response times.

 

Given the maturing profile of a number of assets in the portfolio, there has been significant sale and realisation activity during the year. In October 2017, an exit was completed from Crawford Scientific, a leading supplier of chromatography products and services, through a sale to an institutional buyer, achieving a return of 4.5 times cost over the three-year investment period. In December 2017, exits were achieved from SPS (EU), the UK's largest provider of promotional merchandise and John McGavigan, a manufacturer and supplier of plastic components for the global automotive industry delivering total returns, over the life of the investments, of 2.5 times and 4.2 times cost respectively. The Board is aware that discussions are in process regarding further potential exits from a number of the more mature holdings in the portfolio, although there can be no certainty that these will lead to profitable realisations.

 

In light of the evolving legislative environment for VCTs, the Directors believe it is important that Shareholders are aware of the longer term implications arising from the Finance (No. 2) Act 2015 and the forthcoming amendments in the Finance (No. 2) Bill 2017-2019. The changes to the VCT rules that were enacted in November 2015 specifically prohibit participation in management buy-outs or acquisition based transactions. They also restrict the ability of VCTs to support older companies, including existing portfolio holdings, unless certain conditions are met. As a result, VCT managers are required to focus exclusively on the provision of development capital to younger or earlier stage companies which, given their inherent lack of maturity, have a different risk profile. In addition, transaction structures are now required to contain a higher proportion of equity, where previously high levels of interest bearing debt was permitted. As the portfolio evolves, and a greater proportion of holdings are invested in earlier stage companies, there is likely to be an impact on income levels. This could result in dividend payments being subject to variation in terms of quantum and timing, and may ultimately be driven by realisation activity, and the requirement to maintain regulatory compliance with the VCT rules. The Board and the Manager will ensure that this transition is managed carefully in line with your Company's investment objective.

 

Regulatory Developments

During the summer of 2017, the Patient Capital Review was formally extended to consider the effectiveness and value for money provided by the VCT and Enterprise Investment Scheme sector. The Manager contributed to this consultation on behalf of its VCT clients and it was widely anticipated that, as a result of this review, the 2017 Autumn Budget Statement would include a number of amendments.

 

The Directors were encouraged that the measures announced in the 2017 Autumn Budget Statement were intended to preserve the attractive fundamentals of the VCT scheme, which continues to provide a valuable bridge between private capital and the UK SME sector. The availability of long-term patient capital, in line with Government objectives at what is an increasingly important time for the UK economy, gives comfort to small businesses and ensures that entrepreneurial companies can continue to access equity finance, and allows investors to benefit from their success.

 

Whilst there were no changes to tax reliefs or the minimum holding period for these reliefs, and VCT dividends will maintain their tax-free status, a number of less favourable changes were announced, some of which had been anticipated. As expected, the focus is to continue to move towards supporting higher risk investments, and includes the introduction of a 'risk to capital' based test, certain sector exclusions and measures designed to assist the financing of knowledge-intensive companies. The percentage of funds that a VCT must hold in qualifying investments will increase from 70% to 80% from 6 April 2019, with a shorter time period for the investment of newly raised funds. In order to assist with this requirement, the add-back period on sales will be increased from six to twelve months. The Finance (No. 2) Bill 2017-19, is expected to receive Royal Assent in the summer of 2018.

 

The Autumn Budget Statement also announced that HMRC anticipates being able to improve its approval process for Advance Assurance clearance during the early part of 2018. This is a welcome development, as it should help the rate of new investment and allow VCT managers to continue to build their portfolios without unnecessary delay, whilst complying with the new qualifying requirements. The Board and the Manager will continue to consider the implications of the forthcoming Finance Bill and take these developments into account when planning future strategy.

 

In January 2018 two major new pieces of legislation were introduced; the Packaged Retail and Insurance-based Investment Products (PRIIPs) Regulation and the Second Markets in Financial Instruments Directive (MiFID II), and came into force on 1 and 3 January 2018 respectively. PRIIPs required that a Key Information Document (KID) be published by the Company; the form and content of the KID is strictly prescribed and includes specific information on investment risks, performance and costs, which must be provided to all potential investors to enable them to compare the performance of different VCTs. With regard to MiFID II, the main practical change for the Company is the requirement for the Manager to report all transactions in quoted shares, including share buy- backs as well as those in underlying investments, to the Financial Conduct Authority to assist in its continued efforts to combat market abuse.

 

The General Data Protection Regulation comes into force on 25 May 2018, replacing the Data Protection Act 1998. This regulation enforces the principle of 'privacy by design and by default' and enshrines new rights for individuals, including the right to be forgotten and to data portability. The Manager is currently working with the third parties that process Shareholders' personal data to ensure that their rights under the new regulation are respected.

 

Dividends

As previously noted, the Directors considered it necessary to distribute an enhanced level of interim dividends during the financial year. This was a result of a build-up of distributable reserves, including the proceeds from recent profitable realisations, and the requirement to ensure ongoing compliance with the VCT regulations.

 

The first interim dividend in respect of the year ended 31 December 2017, of 3.36p per Ordinary Share and comprising 0.60p of revenue and 2.76p of capital, was paid on 14 July 2017 to Shareholders on the register at close of business on 23 June 2017. The second interim dividend of 3.70p per Ordinary Share, comprising capital only, was paid on 15 September 2017 to Shareholders on the register at close of business on 18 August 2017. The third interim dividend of 5.39p per Ordinary Share, comprising 0.80p of revenue and 4.59p of capital, was paid on 30 November 2017 to Shareholders on the register at close of business on 3 November 2017. No final dividend is proposed and, therefore, total distributions for the full year were 12.45p per Ordinary Share, representing a yield of 16.49% based on the year-end closing mid-market price of 75.50p. The effect of paying dividends is to reduce the NAV of the Company by the total cost of the distribution.

 

Subsequent to the year end, on 8 March 2018 the Company announced an interim dividend in respect of the year ending 31 December 2018 of 8.90p per Ordinary Share, payable on 13 April 2018 to Shareholders on the register on 16 March 2018.

 

Since the Company's launch, including receipt of the above interim dividends, Shareholders will have received 68.80p per share in tax-free dividends. Decisions on future distributions will take into consideration the availability of surplus revenue, the adequacy of reserves, the proceeds from any further realisations and the VCT qualifying levels of the portfolio, all of which are kept under close review by the Board and the Manager.

 

Dividend Investment Scheme

As detailed in the 2017 Interim Report, and announced on 10 August 2017, the Directors resolved to re-introduce the Dividend Investment Scheme (DIS) ahead of the launch of the Offer for Subscription. The DIS was previously suspended on 24 August 2015 due to the uncertainty regarding the potential impact of the Finance (No. 2) Act 2015.

 

Shareholders who had previously elected to participate in the DIS will, unless they advise otherwise, revert to receiving their dividends in the form of new shares. The shares issued under the DIS should 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 available from the Company's website. Shareholders who had not previously applied to participate in the DIS and who wish to do so for future dividends should ensure that a mandate form, or CREST instruction if appropriate, is submitted to the Registrar (Link Asset Services).

 

Fund Raising

On 22 September 2017 the Directors of your Company, together with the Directors of Maven Income and Growth VCT 3 PLC, launched an Offer for Subscription in new Ordinary Shares for up to £30 million, in aggregate, with over-allotment facilities of up to, in aggregate, a further £10 million.

 

The first allotment of 4,367,370 new Ordinary Shares, in respect of the 2017/18 tax year, was made on 21 November 2017 with a further allotment on 6 February 2018 when 5,792,849 new Ordinary Shares were issued. A final allotment for the 2017/18 tax year took place on 5 April 2018, with 10,921,858 new Ordinary Shares being issued, and an allotment for the 2018/19 tax year will take place on or before 20 April 2018. The Board is confident that the additional liquidity will enable your Company to continue to expand the portfolio by investing in dynamic earlier stage VCT qualifying businesses, which are capable of delivering growth in Shareholder value over the medium term.

 

Further details regarding the new Ordinary Shares issued under the Offer can be found in Note 12 to the Financial Statements.

 

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. 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 interests 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% of the prevailing NAV per share.

 

The Future

During the financial year your Company has delivered further growth in Shareholder value against a backdrop of economic uncertainty, relating to the UK's intended exit from the EU, and an increasingly restrictive regulatory environment. Your Board is encouraged by the progress achieved, which demonstrates the Manager's ability to adapt to the prevailing market conditions and to continue to deliver your Company's investment objective.

 

The strategy for the new financial year will continue to focus on portfolio construction, utilising the proceeds from the recent profitable realisations and the new funds raised under the Offer for Subscription. The addition of attractive high growth assets that are capable of generating enhanced returns as they capitalise on market opportunities and reach maturity will, over time, build a platform for long term value creation. In the near term, the existing portfolio of established companies is expected to continue to deliver steady growth and investment income to support Shareholder returns.

 

 

Ian Cormack

Chairman

 

6 April 2018

 

 

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 in this Business Report.

 

Investment Objective

Under an investment policy approved by the Directors, the Company aims to achieve long-term capital appreciation and generate 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/NEX quoted companies which meet the criteria for VCT qualifying investments and have strong growth potential;

•      investing no more than £1 million in any company in one year and no more than 15% of the Company's assets by cost in one business at any time; and

•      borrowing up to 15% 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 unquoted UK companies and AIM/NEX quoted companies which, by their nature, carry 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 that a robust and structured selection, monitoring and realisation process is applied.  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;

•      co-investing with other clients of the Manager;

•      ensuring valuations of underlying investments are made accurately and fairly (see Notes to the Financial Statements 1 (e) and (f) for further detail);

•      taking steps to ensure that share price discount is managed appropriately; and

•      choosing and appointing an FCA authorised investment manager with the appropriate skills, experience and resources required to achieve the investment objectives above, with ongoing monitoring to ensure the Manager is performing in line with expectations.

 

Financial and Liquidity Risk

As most of the investments require a medium to long-term commitment and are relatively illiquid, the Company retains a portion of the portfolio in cash and listed investments in order to finance any new unquoted and listed investments. The Company has only limited 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.

 

The economic and market environment is kept under constant review and the investment strategy of the Company adapted so far as is possible to mitigate emerging risks.

 

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, Maven and other key third party outsourcers such as the Custodian and Registrar. These include controls designed to ensure that the Company's assets are safeguarded, that all records are complete and accurate and that the third parties have adequate controls in relation to the prevention of data protection and cyber security failings.

 

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;

•      loss of VCT status and reputational damage as a result of a serious breach of other regulations such as the FCA Listing Rules and the Companies Act 2006; and

•      increased investment restrictions resulting from EU State Aid Rules, incorporated by the Finance (No. 2) Act 2015 and, in the Summer of 2018, the Finance (No. 2) Bill 2017-19.

 

The Board works closely with the Manager to ensure compliance with all applicable and upcoming legislation, such that VCT qualifying status is maintained. Further information on the management of this risk is detailed under other headings in this Business Report.

 

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 EU State Aid Rules. Changes in the future to either legislation 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 British Venture Capital Association (BVCA).

 

The Company has retained Philip Hare & Associates LLP as its VCT Adviser.

 

Breaches of other regulations including, but not limited to, the Companies Act 2006, the FCA Listing Rules, the FCA Disclosure Guidance and Transparency Rules or the Alternative Investment Fund Managers Directive (AIFMD), could lead to a number of detrimental outcomes and reputational damage. Breaches of controls by service providers to the Company could also lead to reputational damage or loss.

 

The AIFMD, which regulates the management of alternative investment funds, including VCTs, introduced a new authorisation and supervisory regime for all investment companies in the EU. The Company is approved by the FCA as an internally managed small registered UK AIFM under the AIFMD.

 

The Company is also required to comply with tax legislation under the Foreign Account Tax Compliance Act and the Common Reporting Standard. The Company has appointed Link Asset Services to act on its behalf to report annually to HMRC and ensure compliance with this legislation.

 

Political Risk

In a referendum held on 23 June 2016, the UK voted to leave the EU (a process informally known as Brexit). The formal process of implementing this decision exists in Article 50 of the Lisbon Treaty, which was invoked on 29 March 2017. The full political, economic and legal consequences of the referendum vote are not yet known. It is possible that investments in the UK may be more subjective to value, more difficult to assess for suitability of risk, harder to buy or sell, or be subject to greater or more frequent rises and falls in value. In the longer term, there is likely to be a period of uncertainty as the UK seeks to negotiate its exit from the EU. The UK's laws and regulations concerning funds may, in future, diverge from those of the EU. This may lead to changes in the operation of the Company, the rights of investors, or the territories in which the shares of the Company may be promoted and sold.

 

On a regular basis, the Board reviews the political situation together with any associated changes to the economic, regulatory and legislative environment in order to ensure that any risks arising are mitigated as effectively as possible.

 

An explanation of certain economic and financial risks and how they are managed is also contained in Note 16 to the Financial Statements.

 

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 this Annual Report, and from information provided in the Chairman's Statement and in the Investment Manager's Review. A review of the Company's business, its position as at 31 December 2017 and its performance during the year then ended is included in the Chairman's Statement, which also includes an overview of its business model and strategy.

 

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 in the Annual Report 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 industry sectors and deal types. The level of VCT qualifying investments is monitored by the Manager on a daily basis and reported to the Risk Committee quarterly, or as otherwise required.

 

Key Performance Indicators

At each Board Meeting, the Directors consider a number of APMs to assess the Company's success in achieving its investment objective. These APMs are key performance indicators that enable Shareholders and prospective investors to gain an understanding of its business, and are as follows:

 

•      NAV total return;

•      cumulative dividends paid;

•      share price discount to NAV;

•      investment income; and

•      operational expenses.

 

The NAV total return is a measure of Shareholder value that includes the current NAV per share and the sum of dividends paid to date. Cumulative dividends paid is the total amount of both capital and income distributions paid since the launch of the Company. The Directors seek to pay dividends to comply with the VCT rules taking account of the level of distributable reserves, profitable realisations in each accounting period and the Company's future cash flow projections. The share price discount to NAV is the percentage by which the mid-market price of an investment is lower than its net asset value per share.

 

Definitions of these APMs can be found in the Glossary in the Annual Report. A historical record of some 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, and the Board reviews the Company's investment income and operational expenses on a quarterly basis as the Directors consider that both of these elements are important components in the generation of Shareholder returns. Further information can be found in Notes 2 and 4 to the Financial Statements in the Annual Report.

 

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

 

In addition, the Directors will consider economic, regulatory and political trends and factors that may impact on the Company's future development and performance.

 

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

At the forthcoming Annual General Meeting (AGM), the Board will seek the necessary Shareholder authority to continue to conduct a 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. The Board's principal responsibility to Shareholders is to ensure that the investment portfolio is managed and invested properly. As the Company has no employees, it 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.

 

Independent Auditor

The Company's Independent Auditor is required to report if there are any material inconsistencies between the content of the Strategic Report and the Financial Statements. The Independent Auditor's Report can be found in the Annual Report.

 

Future Strategy

The Board and the Manager intend to maintain the policies set out above for the year ending 31 December 2018 as it is believed that these are in the best interests of Shareholders.

 

Approval

The Business Report, and the Strategic Report as a whole, was approved by the Board of Directors and signed on its behalf by:

 

 

Ian Cormack

Director

 

6 April 2018

 

 

Income Statement

 

For the Year Ended 31 December 2017

 

 

Year ended

31 December 2017

Year ended

31 December 2016

 

Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

Gains on investments

-

984

984

-

1,424

1,424

Income from investments

1,182

-

1,182

1,057

-

1,057

Other income

11

-

11

4

-

4

Investment management fees

(201)

(806)

(1,007)

(215)

(862)

(1,077)

Other expenses

(283)

-

(283)

(400)

-

(400)

Net Return on ordinary

709

178

887

446

562

1,008

activities before taxation

 

 

 

 

 

 

Tax on ordinary activities

(128)

128

-

(85)

85

-

Return attributable to Equity Shareholders

581

306

887

361

647

1,008

Earnings per share (pence)

1.75

0.92

2.67

1.09

1.95

3.04

 

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 one reportable segment, the results of which are set out in the Income Statement and Balance Sheet. The Company derives its income from investments made in shares, securities and bank deposits.

 

There are no potentially dilutive capital instruments in issue and, therefore, no diluted earnings per share figures are relevant. The basic and diluted earnings per share are, therefore, identical.

 

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

 

Statement of Changes in Equity

 

For the Year Ended 31 December 2017

 

 

 

 

Share capital

£'000

Share premium account

£'000

Capital reserve realised

£'000

Capital reserve unrealised

£'000

Capital redemption

reserve

£'000

 

Revenue reserve

£'000

 

 

Total

£'000

At 31 December 2016

3,290

19,449

(1,571)

1,874

8,528

354

644

32,568

Net return

-

-

4,005

(3,699)

-

-

581

887

Dividends paid

-

-

(4,545)

-

-

-

(523)

(5,068)

Repurchase and cancellation

of shares

(30)

-

-

-

(257)

30

-

(257)

Net proceeds of share issue

437

3,211

-

-

-

-

-

3,648

Net proceeds of DIS issue

11

85

-

-

-

-

-

96

At 31 December 2017

3,708

22,745

(2,111)

(1,825)

8,271

384

702

31,874

 

 

For the Year Ended 31 December 2016

 

Share  capital

£'000

Share premium account

£'000

Capital reserve realised

£'000

Capital reserve

unrealised

£'000

Special distributable reserve

£'000

Capital redemption reserve

£'000

Revenue reserve

£'000

Total

£'000

At 31 December 2015

3,354

19,449

(697)

1,401

9,096

290

983

33,876

Net return

-

-

174

473

-

-

361

1,008

Dividends paid

-

-

(1,048)

-

-

-

(700)

(1,748)

Repurchase and cancellation of shares

(64)

-

-

-

(568)

64

-

(568)

At 31 December 2016

3,290

19,449

(1,571)

1,874

8,528

354

644

32,568

 

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

 

 

Balance Sheet

 

As at 31 December 2017

 

 

31 December 2017

£'000

31 December 2016

£'000

Fixed assets

 

 

Investments at fair value through profit or loss

20,081

28,108

 

Current assets

 

 

Debtors

456

347

Cash

11,587

4,394

 

12,043

4,741

Creditors

 

 

Amounts falling due within one year

(250)

(281)

Net current assets

11,793

4,460

Net assets

31,874

32,568

 

Capital and reserves

 

 

Called up share capital

3,708

3,290

Share premium account

22,745

19,449

Capital reserve - realised

(2,111)

(1,571)

Capital reserve - unrealised

(1,825)

1,874

Special distributable reserve

8,271

8,528

Capital redemption reserve

384

354

Revenue reserve

702

644

Net assets attributable to Ordinary Shareholders

31,874

32,568

 

Net asset value per Ordinary Share (pence)

 

85.97

 

99.00

 

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 Cormack

6 April 2018

 

 

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

 

 

Cash Flow Statement

 

For the Year Ended 31 December 2017

 

 

Year ended 31 December 2017

£'000

Year ended 31 December 2016

£'000

Net cash flows from operating activities

(1,320)

(1,618)

Cash flows from investing activities

 

 

Investment income received

1,072

1,106

Deposit interest received

11

4

Purchase of investments

(2,615)

(6,441)

Sale of investments

11,626

12,897

Net cash flows from investing activities

10,094

7,566

 

Cash flows from financing activities

 

 

Equity dividends paid

(5,068)

(1,748)

Issue of Ordinary Shares

3,744

-

Repurchase of Ordinary Shares

(257)

(568)

Net cash flows from financing activities

(1,581)

(2,316)

 

 

 

Net increase in cash

7,193

3,632

 

Cash at beginning of year

 

4,394

 

762

Cash at end of year

11,587

4,394

 

The accompanying Notes are an integral part of the Financial Statements

 

 

Notes to the Financial Statements

 

For the Year Ended 31 December 2017

 

1.    Accounting Policies

(a)   Basis of preparation

The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of investments, and in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland, and in accordance with the Statement of Recommended Practice for Investment Trust Companies and Venture Capital Trusts (the SORP) issued by the Association of Investment Companies (the AIC) in November 2014.

 

(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; and

•      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 early stage investments completed in the reporting period, 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 investee company.

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.     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.

5.     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.

6.     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 - the unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date;

•       Level 2 - inputs other than quoted prices included within Level 1 that are observable (ie developed using market data) for the asset or liability, either directly or indirectly; and

•       Level 3 - inputs are unobservable (ie for which market data is unavailable) for the asset or liability.

 

(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.

 

(h)   Critical accounting judgements and key sources of estimation uncertainty

Disclosure is required of judgements and estimates made by the Board and the Manager in applying the accounting policies that have a significant effect on the Financial Statements. The area involving the highest degree of judgement and estimates is the valuation of unlisted investments recognised in Note 8 explained in Note 1 (e) above.

 

In the opinion of the Board and the Manager, there are no critical accounting judgements.

 

Reserves

 

Share premium account

The share premium account represents the premium above nominal value received by the Company on issuing shares net of issue costs.

 

Capital reserves

Gains or losses on investments realised in the year that have been recognised in the Income Statement are transferred to the capital reserve realised account on disposal. Furthermore, any prior unrealised gains or losses on such investments are transferred from the capital reserve unrealised account to the capital reserve realised account on disposal.

 

Increases and decreases in the fair value of investments are recognised in the Income Statement and are then transferred to the capital reserve unrealised account. The capital reserve realised account also represents capital dividends, capital investment management fees and the tax effect of capital items.

 

Special distributable reserve

The total cost to the Company of the repurchase and cancellation of shares is represented in the special distributable reserve account.

 

Capital redemption reserve

The nominal value of shares repurchased and cancelled is represented in the capital redemption reserve.

 

Revenue reserve

The revenue reserve represents accumulated profits retained by the Company that have not been distributed to Shareholders as a dividend.

 

Return per Ordinary Share

 

Year ended 31 December 2017

Year ended 31 December 2016

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

 

 

Weighted average number of Ordinary Shares

33,115,448

33,260,669

Revenue return

£581,000

£361,000

Capital return

£306,000

£647,000

Total return

£887,000

£1,008,000

 

Net asset value per Ordinary Share

The net asset value per Ordinary Share as at 31 December 2017 has been calculated using the number of Ordinary Shares in issue at that date of 37,074,635 (2016: 32,897,502).

 

Directors' Responsibility Statement

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

 

•      the Financial Statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as at 31 December 2017 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 is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's position and performance, business model and strategy.

 

Other information

The Annual General Meeting will be held on Tuesday 15 May 2018, commencing at 10.30am, at the offices of Maven Capital Partners UK LLP, Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF.

 

Copies of this announcement and the Annual Report and Financial Statements for the year ended 31 December 2017, will be available to the public at the registered office of the Company, Kintyre House, 205 West George Street, Glasgow G2 2LW; at the offices of Maven Capital Partners UK LLP, Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF and on the Company's website at www.mavencp.com/migvct4.

 

The Annual Report and Financial Statements for the year ended 31 December 2017 will be issued to Shareholders and filed with the Registrar of Companies 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 2016 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.

 

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 will be submitted to the National Storage Mechanism and will be available for inspection at: www.morningstar.co.uk/uk/NSM 

 

By Order of the Board

 

Maven Capital Partners UK LLP

Secretary

6 April 2018

 

 


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