Last checked at 
11 Jun 2010 14:29
Maven Income and Growth VCT PLC
Final results for the year ended 28 February 2010
The Directors are pleased to report the Company's financial results for the year ended 28 February 2010.
Chairman's Statement
I am pleased to report on a year which saw a welcome recovery in financial markets, tempered somewhat by signs of only slow economic recovery and investor sentiment remaining fragile.
Despite the steady recovery in asset values over the last year, the difficulty in raising bank debt, which is an essential component of funding private company transactions to leverage shareholder returns, has been a real issue which has impacted private equity focused funds in 2009 and 2010 to date. As more traditional sources of capital remain closed to many companies, a wider range of private company transactions has become available to the Manager resulting in five new substantial later stage private company holdings being added to the portfolio during the year under review.
During the year the Manager was also able to successfully conclude the profitable sale of two portfolio companies, generating proceeds above carrying value. In both cases the sale transaction was structured to deliver a cash profit, but also retain a financial interest in the future performance of the businesses under their new ownership.
The major features of the year are:
·; Net Asset Value (NAV) total return of 97.4p per share (pps) at year end, up 2.1% over the year;
·; NAV at year end of 62.3pps;
·; two successful exits from unlisted companies during the year generating gains of 2.1pps;
·; net realised gains from AIM stocks of 0.35pps for the year; and
·; proposed final dividend of 3.0pps (comprising 2.0p of capital, 0.5p of revenue and 0.5p in respect of recovered VAT) to make a total of 4.0pps for the year.
Performance
The NAV total return per Ordinary Share at 28 February 2010 was 97.4pps, an increase of 2.1% over the equivalent figure at February 2009. The most important measure for a VCT is the total return, being the long term record of dividend payments out February 2009. The most important measure for a VCT is the total return, being the long term record of dividend payments out of income and capital gains combined with the current NAV. In the short term, the NAV on its own is a less important measure of performance as the underlying investments are long-term in nature and not readily realisable. At 28 February 2010, the NAV per Ordinary Share was 62.3p.
Your Company's portfolio is largely invested in private companies which have survived the challenging economic conditions relatively unscathed, with many continuing to maintain or grow their profits despite the recessionary backdrop over the last few years. Greater focus has been on controlling costs and conserving cash, and we are pleased to note that many portfolio companies have continued to maintain profitability levels and also manage their debt downwards over the last year. This bodes well for the equity sale proceeds achievable when these holdings mature and are realised at exit.
Dividends
The Board is proposing a final dividend of 3.0p per Ordinary Share (comprising 2.0p of capital, 0.5p of revenue and 0.5p in respect of recovered VAT) to be paid on 23 July 2010 to Shareholders on the register on 25 June 2010. All dividends are, of course, paid tax free to Shareholders and, including the interim dividend of 1pps paid on 11 December 2009, the total tax-free yield for the year to a higher-rate tax payer is 11.1% based on a share price of 48.0p. The effect of paying the proposed final dividend of 3.0pps will be to reduce the NAV to 59.3p.
Investment strategy
The principal focus for the foreseeable future will be investment in high yielding private companies, with limited if any investment in the Alternative Investment Market (AIM) where returns have been less attractive and liquidity remains poor.
In recent years the best returns for your Company have been achieved through the Manager investing in later stage private company transactions, including management buy-outs, buy and build projects and acquisitions. Structured with manageable amounts of debt to help leverage returns, these transactions remain very attractive to VCTs.
The Board and the Manager are, therefore, in agreement that the optimum investment strategy for your Company going forward is to continue to concentrate efforts on seeking out suitable private company transactions which offer attractive entry prices and a paid yield to your Company from the outset, via investments mainly constituted as secured loan stock. There will be a continued focus on reducing the AIM portfolio and re-deploying the capital in attractively structured and yielding private company transactions.
With a large and experienced investment team operating nationally the Board is confident that the Manager is well positioned to continue to identify and invest selectively in a number of these higher quality private company transactions each year.
Portfolio developments
There were two further successful exits from unlisted investments during the course of the year. The net gain from these realisations amounted to 2.1p per ordinary share. Details of all investments and divestments during the course of the year are shown in the tables on pages 10 and 11 of the Annual Report. Two unlisted investments that had previously been in administration, and therefore fully provided against, were struck off the Register during the period and, while the loss is shown in the table, it had no effect on NAV.
The Company has also participated in the equity financing of the acquisition of Litcomp Plc by Torridon Capital, the company set up to facilitate the transaction, and has two new unquoted investments under negotiation on terms which are considered to be more attractive than those available before the difficulties in the credit markets emerged.
Opportunities to invest in new IPOs and on the AIM Market were significantly reduced during the year and no such investments were made. Gains of £202,000 did arise from disposals; however, this was offset by realisations of stocks from which little upside was perceived and the opportunity was taken to dispose of these holdings, resulting in losses of £80,000 being realised.
Valuation process
Investments held by Maven Income and Growth VCT in unquoted companies are valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines.
Investments quoted or traded on a recognised stock exchange, including AIM, are valued at their bid prices.
VCT qualifying status
The Company is required to meet the qualifying criteria on a continuous basis. The Board regularly reviews the status of the Company's compliance with the qualifying criteria for a venture capital trust (VCT) and I am pleased to confirm that all tests continue to be met.
Share buy-backs
The Company has bought back a total of 378,088 shares for cancellation during the second half of the year, as some liquidity was available, and the discount has narrowed to below 25%. The Company will again seek the authority to buy shares in the market at the forthcoming AGM.
The Manager and change of Company name
Following the management buy-out from Aberdeen Asset Management PLC (Aberdeen), completed by the senior members of the Manager's team in June 2009, the Company novated the investment management agreement to Maven Capital Partners UK LLP as the team previously responsible for managing the Company had migrated to Maven. As a consequence, the Shareholders agreed to change the name of the Company from Aberdeen Income and Growth VCT PLC to Maven Income and Growth VCT on 10 December 2009.
Recovery of VAT
The Company is entitled to recover VAT paid on management fees for the period from inception until October 2008, when a European Court ruling dictated that such fees were exempt from VAT. This repayment is due from Aberdeen, who are still finalising their extended VAT position with HMRC.
The Company has received an offer to refund £256,926 representing all VAT charged on investment management fees for the period 1 October 2005 to 31 August 2008. This has been recognised within the financial statements and allocated to revenue and capital in accordance with the underlying accounting policy. A partial distribution of this amount to Shareholders has been included in the proposed final dividend for the year ended 28 February 2010.
No account has been taken of any interest due on the above amount or claims for periods prior to 2005 which have still to be agreed with HMRC. It is estimated that a further amount may therefore become receivable, and again this will be allocated to revenue and capital in accordance with the underlying accounting policy once the amount has been agreed.
The company will continue in its endeavours to work with Aberdeen to recover further VAT where possible for the period prior to October 2005.
Co-investment scheme of the Manager
The co-investment scheme which allows executives of the Manager to invest alongside the Company continued to operate during the year. The scheme operates through a nominee company which invests alongside the Company in each and every transaction made by the Company, including any follow-on investments. The scheme more closely aligns the interests of the executives and the Company's shareholders while providing an incentive to enable the Manager to retain the existing skills and capacity of its investment team in a highly competitive market.
Articles of Association
Following the final implementation of the Companies Act 2006, it is advisable to bring the Company's Articles of Association up to date. A Resolution to amend the Company's Articles of Association will be put to the Annual General Meeting (AGM) and the appendix to the Notice of Annual General Meeting explains the proposed changes.
Issue of New Ordinary Shares
Subsequent to the year end, the Company issued a further 3,041,275 shares at an issue price of 61.3p pursuant to the Linked VCT Top-up Offer through which the Manager raised a total of £1,864,302 for the Company.
Distributable reserve
It is the Board's policy for the Company to pay regular dividends to Shareholders, as the Board believes that this is a key source of Shareholder value, and also for the Company to buy back its own shares for cancellation when such purchases are considered to be to the advantage of the Company and its Shareholders as a whole. Dividends can only be paid out of distributable reserves and the purchase of shares by the Company can only be funded through distributable reserves or the proceeds of a fresh issue of shares made for that purpose.
The existing distributable special reserve was created by the reduction of the share premium account in October 2001. However, over time, this distributable special reserve has been utilised for the purchase and cancellation of Ordinary Shares, and for the payment of dividends. Following a review, your Board considered it sensible to cancel the whole of the share premium account and the capital redemption reserve to give the Company greater flexibility in returning funds to Shareholders, whether through the payment of dividends, share buy-backs or other means.
In a Circular to Shareholders dated 19 February 2010, the Board set out proposals for the cancellation of the share premium account and the capital redemption reserve of the Company, and these proposals were approved by Shareholders at a General Meeting held on 17 March 2010. The Companies Court has now sanctioned the cancellation of the share premium account and the capital redemption reserve and the special distributable reserve within the profit and loss account increased by £19,023,000 from the amount standing at the year end.
Constitution of the Board
In the Interim Report to Shareholders, it was noted that the Board was actively reviewing its composition and succession planning. I am delighted that as a result of this review John Pocock (biography on page 18 of the Annual Report) has agreed to take over from me as Chairman at our forthcoming AGM in July. It is my intention to remain a director of the Company until the year ending 28 February 2011, by which time we should have been able to identify another candidate to join the Board. John's extensive experience in the private sector will help to take the company into a new chapter.
Continuation vote
The Company's Articles of Association provide that the Board shall, at the AGM to be held in 2010, propose an Ordinary Resolution to the effect that the Company shall continue in being as a venture capital trust. If, at that Meeting, such a Resolution is not passed, the Board shall, within 12 months, convene an Extraordinary General Meeting to propose a Special Resolution for the reorganisation or reconstruction of the Company and, if that Resolution is not passed, a Special Resolution to wind up the Company voluntarily. If the Shareholders resolve that the Company is to continue as a venture capital trust, similar Resolutions will be proposed at every fifth subsequent AGM, commencing with the AGM to be held in 2015.
In considering the continuation of the Company as a venture capital trust, the Directors draw Shareholders attention to the following:
·; a decision to wind up the Company will crystallise any capital gains deferred by Shareholders at the point when they first invested;
·; the costs of liquidation would reduce the amount available to Shareholders;
·; it is unlikely that the unlisted portfolio can be realised at its book value in the short term; and
·; the level of liquidity in the AIM quoted stocks may mean that, in order to realise the holdings, assets would have to be disposed of in a forced sale, possibly in a falling market, and this would further reduce the proceeds available to Shareholders.
The Board believes the continuation of the Company to be beneficial to Shareholders as it allows them to:
·; participate fully in the long-term prospects for the Company;
·; continue to have access to unlisted assets at a time when there are a number of opportunities emanating from the fund management team; and
·; retain their existing capital gains tax and income tax benefits.
In addition, it should be noted that one of the key attractions of investing in a venture capital trust was the opportunity for investors to defer capital gains tax liabilities.
In considering the vote to continue, Shareholders should be aware that, if the Resolution is not passed, the Company will ultimately lose its venture capital trust status. This would mean that the tax advantage of sheltering capital gains would cease and that capital gains tax liabilities may arise. Shareholders should also be aware that a decision not to continue may set in train a disposal of the portfolio and a subsequent winding up of the Company, which would expose them to the significant risk that the value achieved for their assets may not be sufficient to meet any capital gains tax liabilities due on a capital gain deferred at the point of initial investment.
Further information relating to the continuation of the Company is included in the Directors' Report in the Annual Report. The Board believes that the long term continuation of the Company as a venture capital trust is in the best interests of the Shareholders as a whole and recommends to Shareholders that they vote in favour of the Resolution at the AGM.
Outlook
The Board is encouraged by the quality of new deal flow the manager is seeing across its regional network. One of the effects of recent economic conditions has been an increase in the range of companies seeking capital from alternative sources such as VCTs and your Company is well placed to benefit from these market conditions. The current portfolio is performing well and is mostly invested in profitable and yield producing private companies. Shareholders can anticipate a continuing focus on realising the AIM portfolio unless there is a specific higher value exit potential for those companies through a process identifiable by the Manager in the short to medium term.
The outcome of the general election, where no one party has established a majority, has left us with a hung parliament and the formation of a coalition between the Conservative and Liberal Democrat parties. Clearly there are many issues to be addressed and, most importantly, agreed upon which will be a challenge for the new coalition. It is paramount, from both an economic standpoint and for markets, that clear and decisive actions are taken on a number of key issues, particularly the large budget deficit. The newly formed coalition appears to have this at the top of its priorities, which is encouraging. Whilst economic conditions will clearly impact the performance prospects for individual companies, the key to future success is the quality and strength of the underlying businesses in the portfolio.
Going forward the primary focus will therefore be on continuing to grow the later stage private company asset base with a view to enhancing investor returns. Your Board remains confident that, while there is still short-term economic uncertainty, in the medium to long term the Company will produce good returns for its Shareholders.
Fiona Wollocombe
Chairman
10 June 2010
| Maven Income and Growth VCT PLC | ||||||
| Income Statement* | ||||||
| For the year ended 28 February 2010 | ||||||
|
| Year ended 28 February 2010 | Year ended 28 February 2009 | ||||
|
| Revenue | Capital | Total | Revenue | Capital | Total |
|
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investment income and deposit interest | 1,047 | - | 1,047 | 1,509 | - | 1,509 |
| Investment management fees | (11) | 42) | (53) | (62) | (250) | (312) |
| Other expenses | (287) | - | (287) | (204) | - | (204) |
| Gains/(losses) on investments | - | 114 | 114 | - | (3,000) | (3,000) |
| Net return on ordinary activities before taxation | 749 | 72 | 821 | 1,243 | (3,250) | (2,007) |
|
|
|
|
|
|
|
|
| Tax on ordinary activities | (186) | 11 | (175) | (176) | (46) | (222) |
| Return attributable to Equity Shareholders | 63 | 83 | 646 | 1,067 | (3,296) | (2,229) |
|
|
|
|
|
|
|
|
| Earnings per share (pence) | 1.6 | 0.2 | 1.8 | 3.0 | (9.3) | (6.3) |
A Statement of Total Recognised Gains and Losses has not been prepared, as all gains and losses are recognised in the Income Statement.
\* 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 28 February 2010 |
| ||
|
| Year ended 28 February 2010 | Year ended 28 February 2009 | |
|
| £'000 | £'000 | |
|
|
|
| |
| Opening Shareholders' funds | 22,371 | 25,802 | |
| Net return for year | 646 | (2,229) | |
| Repurchase and cancellation of shares | (160) | (32) | |
| Dividends paid - revenue | (1,060) | (1,170) | |
| Dividends paid - capital | - | - | |
| Closing Shareholders' funds | 21,797 | 22,371 | |
| Maven Income and Growth VCT PLC | ||||
| Balance Sheet | ||||
| As at 28 February 2010 | ||||
|
| 28 February 2010 | 28 February 2009 | ||
|
| £'000 | £'000 | £'000 | £'000 |
| Investments at fair value through profit or loss |
| 18,564
|
| 20,832 |
|
|
|
|
|
|
| Current assets |
|
|
|
|
| Debtors | 765 |
| 802 |
|
| Cash and overnight deposits | 2,775 |
| 1,110 |
|
|
| 3,540 |
| 1,912 |
|
|
|
|
|
|
|
| Creditors |
|
|
|
|
| Amounts falling due within one year |
307 |
|
373 |
|
|
|
|
|
|
|
| Net current assets |
|
3,233 |
|
1,539 |
| Net assets |
|
21,797 |
|
22,371 |
|
|
|
|
|
|
|
|
|
|
|
|
| Capital and reserves |
|
|
|
|
| Called up share capital |
| 3,497 |
| 3,535 |
| Share premium account |
| 17,235 |
| 17,235 |
| Realised capital reserve |
| (1,835) |
| (568) |
| Unrealised capital reserve |
| (6,483) |
| (7,833) |
| Capital redemption reserve |
| 388 |
| 350 |
| Profit and loss account |
| 8,995 |
| 9,652 |
| Net assets attributable to Equity Shareholders |
| 21,797 |
| 22,371 |
|
|
|
|
|
|
| Net Asset Value per Ordinary Share (pence) |
| 62.3
|
| 63.3 |
| Maven Income and Growth VCT PLC |
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| Cash Flow Statement |
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|
| For the year ended 28 February 2010 |
|
|
|
|
|
|
|
|
|
|
|
| 28 February 2010 | 28 February 2009 | ||
|
| £'000 | £'000 | £'000 | £'000 |
| Operating activities |
|
|
|
|
| Investment income received | 1,347 |
| 1,314 |
|
| Deposit interest received | 25 |
| 23 |
|
| Investment management fees paid | (390) |
| (232) |
|
| Secretarial fees paid | (72) |
| (44) |
|
| Directors' expenses paid | (60) |
| (60) |
|
| Other cash payments | (178) |
| (74) |
|
| Net cash inflow from operating activities |
|
672 |
|
927 |
|
|
|
|
|
|
| Taxation |
|
|
|
|
| Corporation tax paid |
|
(232) |
|
(43) |
|
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|
|
|
|
| Financial investment |
|
|
|
|
| Purchase of investments |
(3,288) |
|
(5,349) |
|
| Sale of investments |
5,733 |
|
6,505 |
|
| Net cash inflow from financial investment |
|
2,445 |
|
1,156 |
|
|
|
|
|
|
| Equity dividends paid |
| (1,060) |
|
(1,170) |
|
|
|
|
|
|
| Net cash inflow before financing |
|
1,825 |
|
870 |
|
|
|
|
|
|
| Financing |
|
|
|
|
| Repurchase of Ordinary Shares |
(160) |
|
(32) |
|
| Net cash outflow from financing |
| (160) |
|
(32) |
| Increase in cash |
|
1,665 |
|
838 |
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 revaluations of investments, and in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies' (the SORP) issued in January 2009.
(b) Income
Dividends receivable on equity shares and unit trusts are treated as revenue for the period on an ex-dividend basis. Where no ex-dividend date is available dividends receivable on or before the year end are treated as revenue for the period. Provision is made for any dividends not expected to be received. The fixed returns on debt securities and non-equity shares are recognised on a time apportionment basis so as to reflect the effective interest rate on the debt securities and shares. Provision is made for any fixed income not expected to be received. Interest receivable, from cash and short term deposits, and interest payable are accrued to the end of the year.
(c) Expenses
All expenses are accounted for on an accruals basis and charged to the income statement. Expenses are charged through the revenue account except as follows:
·; expenses which are incidental to the acquisition and disposal of an investment are charged to capital; and
·; expenses are charged to realised capital reserves where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the investment management fee has been allocated 20% to revenue and 80% to realised capital reserves to reflect the Company's investment policy and prospective income and capital growth.
(d) Taxation
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance
sheet date, where transactions or events that result in an obligation to pay more tax in the future, or a 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 that 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.
(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 (IPEVCV) Guidelines for the valuation of private equity and venture capital investments. Investments are recognised at their trade date and are valued at fair value, which represents the Directors' view of the amount for which an asset could be exchanged between knowledgeable willing parties in an arm's length transaction. This does not assume that the underlying business is saleable at the reporting date or that its current shareholders have an intention to sell their holding in the near future.
A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or
expires.
1. For investments completed within the 12 months prior to the reporting date and those at an early stage in their development, fair value is determined using the Price of Recent Investment Method, except that adjustments are made when there has been a material change in the trading circumstances of the company or a substantial movement in the relevant sector of the stock market.
2. Whenever practical, recent investments will be valued by reference to a material arm's length transaction or a quoted price.
3. Mature companies are valued by applying a multiple to their fully taxed prospective earnings to determine the
enterprise value of the company.
3.1 To obtain a valuation of the total ordinary share capital held by management and the institutional investors, the values 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 AIM or a recognised stock exchange are valued at their bid market price.
(f) Fair value measurement
Fair value is defined as the price that the Company would receive upon selling an investment in a timely transaction to an independent buyer in the principal or the most advantageous market of the investment. A three-tier hierarchy has been established to maximise the use of observable market data and minimise the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk; for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed, based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed, based on best information available in the circumstances.
The three-tier hierarchy of inputs is summarised in the three broad levels listed below:
·; Level 1 - quoted prices in active markets for identical investments;
·; Level 2 - other significant observable inputs (included quoted prices for similar investments, interest rates, prepayment speeds, credit risk etc); and
·; Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments).
(g) Gains and losses on investments
When the Company sells or revalues its investments during the year, any gains or losses arising are credited/charged to the Income Statement.
Movement in reserves
|
| Share premium account | Realised capital reserves | Unrealised capital reserves | Capital redemption reserve | Profit and loss account |
|
| £'000 | £'000 | £'000 | £000 | £'000 |
| At 1 March 2009 | 17,235 | (568) | (7,833) | 350 | 9,652 |
| Losses on sales of investments | - | (1,236) | - | - | - |
| Tax effect of capital items | - | 11 | - | - | - |
| Investment management fees | - | (42) | - | - | - |
| Net increase in value of investments | - | - | 1,350 | - | - |
| Dividends paid | - | - | - | - | (1,060) |
| Repurchase and cancellation of shares | - | - | - | 38 | (160) |
| Profit on ordinary activities after taxation | - | - | - | - | 563 |
| At 28 February 2010 | 17,235 | (1,835) | (6,483) | 388 | 8,995 |
Earnings per share
The returns per share are based on the following figures:
|
| Year ended | Year ended |
|
| 28 February 2010 | 28 February 2009 |
|
| £'000 | £'000 |
| Weighted average number of Ordinary Shares in issue | 35,008,842
| 35,461,258 |
| Revenue return | £563,000 | £1,067,000 |
| Capital return | £83,000 | (£3,296,000) |
| Total return | £646,000 | (£2,229,000) |
Net Asset Value per Ordinary Share
Net Asset Value per Ordinary Share as at 28 February 2010 has been calculated using the number of Ordinary Shares in issue at that date of 34,976,983 (2009: 35,355,071).
Principal risks and uncertainties
The principal risks facing the Company relate to its investment activities and include market price, interest rate and liquidity risk. An explanation of these risks and how they are managed is contained in Note 18 to the Financial Statements.
Additional risks faced by the Company, and the mitigation approach adopted by the Board, are as follows:
·; investment objective: the Board's aim is to maximise absolute returns to Shareholders while managing risk by ensuring an appropriate diversification of investments;
·; investment policy: inappropriate stock selection leading to underperformance in absolute and relative terms is a risk which the Manager mitigates by operating within investment guidelines and regularly monitoring performance against the peer group. The regulations affecting Venture Capital Trusts are central to the Company's investment policy;
·; discount volatility: due to the lack of liquidity in the secondary market, venture capital trust shares tend to trade at discounts to net asset values; and
·; regulatory risk: the Company operates in a complex regulatory environment and faces a number of related risks. A breach of Section 274 of the Income Tax Act 2007 could result in the Company being subject to capital gains tax on the sale of its investments. A breach of the VCT Regulations could result in the loss of VCT status and consequent loss of tax reliefs currently available to Shareholders. A serious breach of other regulations, such as the UKLA Listing Rules or the Companies Act, would lead to suspension of its shares from the Stock Exchange, loss of VCT status and reputational damage. The Board receives quarterly reports from the Manager in order to monitor compliance with regulations.
At least twice each year the Board considers all of the above risks and the measures in place to manage them.
Other information
The Annual General Meeting will be held on 8 July 2010, commencing at 2.15 p.m.
This Announcement has been prepared on the same basis as the Annual Report and Financial Statements for the year ended 28 February 2009. The Annual Report and Financial Statements for the year ended 28 February 2010 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 28 February 2009 have been delivered to the Registrar of Companies and contained an audit report which was unqualified and did not constitute statements under Sections 237(2) or (3) of the Companies Act 1985.
Copies of this announcement, and of the Annual Report and Financial Statements Annual Report and Financial Statements for the year ended 28 February 2010, will be available to the public at the office of Maven Capital Partners UK LLP, 149 St Vincent Street, Glasgow G2 5NW; at the registered office of the Company, 9-13 St Andrew Street, London EC4A 3AF and on the Company's website at www.mavencp.com/migvct.
Directors' responsibility statement
The Directors confirm that, to the best of their knowledge:
·; the Financial Statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities and financial position of the Company as at 28 February 2010 and for the year to that date; and
·; the Directors' Report includes a fair review of the development and performance of the Company, together with a description of the principal risks and uncertainties that it faces.
By Order of the Board
Maven Capital Partners UK LLP
Secretary
10 June 2010