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1 Mar 2011 16:01
Maven Income and Growth VCT 3 PLC
Annual Financial Report for the year ended 30 November 2010
The Directors announce the audited Annual Financial Report for the year ended 30 November 2010 as follows.
Chairman's Statement
The recovery in stock markets continued throughout 2010 and the FTSE 100 index breached 6000 in December. Indices throughout the world have now seen significant rises since the lows experienced in 2008 when the difficulties in global credit markets first emerged. However, this recovery in financial markets is arguably ahead of the underlying macro economic conditions where the UK continues to experience weak growth, falling house prices and high levels of consumer debt. The economy is not yet clear of the threat of a 'double-dip' recession and inflation is increasingly in evidence with RPI at 4.4% in the year to 30 November 2010. The next year will also be critical on the path towards long term recovery for the UK as public sector spending cuts begin to have an impact on the wider economy.
Against this background conditions for investment in private companies have nevertheless remained relatively benign over the past year and the Manager has successfully completed a number of income producing, later stage private company transactions across a range of defensive sectors.
The major features of the year are:
·; Total Return on Ordinary shares of 100.34p per share at year end, up 4.7% over the year.
·; Net Asset Value (NAV) of Ordinary shares at year end of 77.9p.
·; Net realised gains from AIM stocks of 0.9p (2009:0.6p) per Ordinary share for the year.
·; Final dividend proposed of 2.5p making a total of 4.0p per Ordinary share in respect of the year.
Performance
The Total Return per Ordinary Share at 30 November 2010 was 100.34p, an increase of 4.7% over the equivalent figure at November 2009. This is the most important measure for a VCT, 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 the performance as the underlying investments are long-term in nature and not readily realisable.
Dividends
The Company paid an interim dividend of 1.5pps to Shareholders on 24 August 2010. The Board is now proposing a final dividend of 2.5p per Ordinary Share to be paid on 26 May 2011 to shareholders on the register on 06 May 2010. All dividends are of course paid tax free to shareholders and the total dividend for the year of 4.0p is equivalent to a yield of 6.7% from an equity investment to a higher rate taxpayer on an effective investment of 80.0p when the initial tax relief of 20% is taken into account. For former C Ordinary shareholders the equivalent yield is 10.5%. Since the Company's launch, and after receipt of the final dividend, Ordinary shareholders will have received 24.95p in tax free dividends. The effect of paying the proposed final dividend of 2.5p will be to reduce the NAV to 75.39p.
Shareholder Issues
Turnover in the Company's shares has been relatively modest and it is encouraging that there are signs of increased activity in the secondary market. With interest rates remaining low and a new top rate of income tax of 50% the advantages of tax exempt income are expected to draw further investors towards VCTs as an attractive source of high-yielding, relatively stable, assets.
The Board continues to keep under review the principal risks and uncertainties facing the Company, which has invested in a broadly-based portfolio of investments in private and AIM/PLUS quoted companies in the United Kingdom. As at 30th November the portfolio contained a total of 68 investments spread across a broad range of sectors.
VCT Qualifying Status
The Company is required to meet the 70% qualifying and other tests on a continuous basis. The Board regularly reviews the status of the criteria that have to be met to continue to qualify as a VCT and I am pleased to confirm that all tests continue to be met.
Investment Strategy
The investment strategy remains to build a large and diversified portfolio of holdings in profitable later stage private companies. The Manager has a national network of offices and consequently is introduced to a large number of potential opportunities across the UK every year. This resource is leveraged by your company to gain access at attractive entry multiples to well managed businesses across a range of sectors where a yield is available from the outset via an investment constituted principally as secured loan stock.
In recent years the board and the Manager have concluded that the returns available from the AIM market are too uncertain, with poor liquidity in many stocks and little or no yield via dividend income in comparison to private equity structures. As is evident from the realisations achieved over the last 12 months, the Manager is realising its AIM portfolio as reasonable value is offered in the market, to redeploy the proceeds in income producing private companies.
The revised Listing Rules require your board to ensure that this and subsequent reports carry additional information on investment policy, in particular statements concerning asset mix, the spread of risk and maximum exposures. This information is contained in the Directors' Report and in the tabular analyses of the portfolio.
Valuation Process
Investments held by Maven Income and Growth VCT 3 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 the Alternative Investment Market (AIM) are valued at their bid prices.
Portfolio Developments
There were five new investments and six follow on investments completed during the financial year. The manager has also invested in four unlisted companies seeking acquisitions in specific sectors, and has successfully completed a further three qualifying investments during December, after the year end.
The existing private equity portfolio is performing well, with most companies trading acceptably or in certain cases better than plan. Encouragingly, the increasing maturity of a number of holdings is leading to the emergence of M&A interest and the Manager is currently working on the potential sale of several companies, although there can be no certainty these will ultimately lead to a successful exit.
Details of all investments and divestments during the course of the year are shown in the table on pages 10 and 12.
Linked top-up fundraising
Between January and April 2010 the Company participated in a successful linked VCT top-up offer in conjunction with the other three Maven Income and Growth VCTs. In November 2010 the Board decided to raise further top-up funds, through a similar linked offer across the same four Maven Income and Growth VCTs. The £6.4m Maven Linked VCT Offer 2 allows the Company to raise new funds, without incurring the higher costs associated with a full prospectus, which can be used to make further new private company investments and take advantage of the significant levels of deal flow being seen across the UK by the Manager. The increased funds will also enable the Company to spread its costs over a larger asset base to the benefit of all Shareholders. Investors will benefit from up to 30% income tax relief on their subscriptions, for one or both of the tax years 2010/11 and 2011/12.
Recovery of VAT
The company received an offer from Aberdeen Asset Managers (the Manager from inception until the buyout by Maven Capital Partners in June 2009) to refund £275,718 representing all VAT charged on investment management fees for the period from 1 October 2005 to 31 August 2008. This offer was accepted by the directors subject to reserving the Company's rights over sums not repaid in respect of earlier periods and on interest arising. The amount received has been recognised within the financial statements and allocated to revenue and capital in accordance with the underlying accounting policy.
Distributable Reserve
On 20 October 2010, the Court approved the reduction in share premium account and capital redemption reserve voted for by shareholders at the General Meeting on 1st September 2010. The purpose of the reduction is to provide the Company with greater flexibility in returning funds to shareholders, whether through the payment of dividends, share buy-backs or other means.
Co-Investment Scheme of the Manager
The co-investment scheme which allows executive members of the Manager to invest alongside the Company continued in operation during the year. The scheme operates through a nominee company investing alongside the Company in each and every transaction made by the Company, including any follow-on investments. The scheme more closely aligns the interests of the executives and the Company's shareholders while providing an incentive to enable the Manager to retain the existing skills and capacity of the Manager's investment team in a competitive market.
The Outlook
The scarcity of bank debt for good quality private companies will continue to drive opportunities for well managed generalist VCTs for the foreseeable future. Whilst economic conditions in the UK and beyond remain a concern, your company is focussing on attractively priced private companies with modest levels of debt, to protect the downside risk should there be a deterioration in the UK economy. The investment portfolio is being constructed with a high level of loan stock based instruments with the aim of growing the revenue profile of your company in order to enhance revenue. Over the last year the number of income producing private company holdings has increased, and your company intends to build on this investment strategy throughout 2011 and beyond.
Investment Manager's Review
Overview
The Manager ('Maven') operates from five UK regional offices in Glasgow, London, Aberdeen, Manchester and Birmingham and is introduced to a large number of potential transactions every year, mainly from a range of contracts across the corporate finance and business community. In terms of asset selection Maven employs a highly selective process, investing only in private companies which meet strict quality criteria, where access can be gained at attractive entry prices under investment structures which generate income for our client funds from the outset. Maven generally avoids businesses at an early stage of their development, where the company has significant external borrowings, or where the trading activity is overly reliant on a concentrated customer base or a single product, in favour of companies with established revenue streams.
Post-investment Maven executives remain closely involved in the strategic direction of each portfolio company, and actively work with the executive management to ensure the business realises its full potential and ultimately achieves the best possible returns on exit, normally through a trade sale. Maven has representation on the board of most portfolio companies.
During the year the strength and quality of this approach was recognised by industry professionals. In July Maven won the BVCA London & Southeast Portfolio Company Management Award for Exit Team of the Year, for the successful sale of Cyclotech in November 2009. This award acknowledged the quality of managers in supporting fast growing and innovative companies in the most challenging of economic times.
In November Maven was named Small Buyout House of the Year 2010 at the unquote British Private Equity Awards, as judged by corporate finance and private equity professionals across the UK, which recognise managers who demonstrate strategic vision and consistently high standards across their wider investment activity.
Investment Activity
During the year ended 30 November 2010 the Maven team completed five new significant private equity investments, alongside six follow-on investments in existing portfolio companies. Maven also invested in four new companies established to seek out acquisitions in a range of sectors where our investments executives have relevant industry knowledge and awareness of suitable target investments. At the year end, the portfolio stood at 68 unlisted and AIM investments at a total cost of £19.8 million.
Investment | Date | Sector | Investment cost £'000 |
Unlisted | |||
Ailsa Craig Capital Limited | Oct-10 | Consumer Goods | 50 |
Beckford Capital Limited | May-10 | Consumer Goods | 360 |
Blackford Capital Limited | May-10 | Consumer Goods | 630 |
Camwatch Limited | Jun-10 | Telecommunications | 81 |
Corinthian Foods Limited | Nov-10 | Consumer Goods | 630 |
Countcar Limited (trading as Aberdeen Tool and Rental Holdings Limited) | Oct-10 | Oil and Gas | 123 |
Flexlife Group Limited | Oct-10 | Oil and Gas | 597 |
Intercede (Scotland) 1 Limited (trading as Electroflow Controls Limited) | Dec-09 | Oil and Gas | 298 |
Lawrence Recycling & Waste Management Limited | Apr-10 | Basic Materials | 99 |
PLM Dollar Group Limited | Sep-10 | Consumer Services | 39 |
Riverdale Publishing Limited | Feb-10 | Basic Materials | 31 |
Staffa Capital Limited | Nov-10 | Consumer Goods | 640 |
TC Communications Holdings Limited | May-10 | Basic Materials | 118 |
Torridon Capital Limited | Jan-10 | Financials | 846 |
Tosca Penta Investments Limited (trading as esure Holdings Limited) | Feb-10 | Financials | 250 |
Venmar Limited (trading as XPD8 Solutions Limited) | Jun-10 | Oil and Gas | 358 |
Others | 6 | ||
Total Unlisted investment | 5,156 | ||
Total | 5,156 |
\* The transfer to Riverdale was in settlement of a guarantee to support deferred consideration liabilities.
Maven Income and Growth VCT 3 has co-invested in some or all of the above transactions with Maven Income and Growth VCT, Maven Income and Growth VCT 2, Maven Income and Growth VCT 4, Talisman First Venture Capital Trust and Ortus VCT. Your Company is expected to continue to co-invest with these as well as other Maven clients, with the advantage that in aggregate the funds are able to underwrite a wider range and larger size of transaction than would be the case on a stand-alone basis.
Portfolio Developments
Five new substantial unlisted investments were added to the portfolio during the year:
·; Intercede (Scotland) 1 Limited, the holding company for a new oil services group formed through the acquisition and merger of Electro-Flow Controls and Celeris Engineering, providing integrated products and services to a niche global energy services customer base;
·; Torridon Capital, the holding company of LitComp plc, a highly profitable specialist insurance business which has a market leading position in the rapidly expanding After the Event Insurance market, where Maven led one of the first public-to-private acquisitions by a mainstream VCT manager;
·; esure, one of the largest and pioneering online providers of general and motor insurance in the UK, and with a portfolio of high profile insurance brands, where Maven client funds participated in the syndicate which funded the acquisition from Lloyds Banking Group Plc;
·; Venmar, the holding company for XPD8 Solutions, a highly profitable asset integrity business operating in a defensive sub-sector of the energy services industry, providing asset maintenance solutions to a blue-chip international customer base; and
·; Flexlife, an award winning flexible pipe specialist, which employs patented ultrasonic scanning technology to provide subsea asset integrity solutions to energy sector clients as their global market places ever greater emphasis on maintaining critical infrastructure and sustained field production.
There have also been a number of additional investments made since the year end, namely:
·; Attraction World Holdings, which offers ticketing solutions to the worldwide travel sector. The business enjoys exclusive trading partnerships with key UK travel organisations and provides travel agents with integrated access to the ticketing systems of major global theme parks;
·; CHS Engineering Services, a market leading provider of condition monitoring and maintenance services for domestic and international airport terminal operators and major clients in the distribution and materials handling sector; and
·; McGavigans, a manufacturer and supplier of decorative assemblies and interior parts to global automotive manufacturers, with a strong share of the Western European market and a strategy to establish a low cost manufacturing operation in China, where it can leverage the overseas experience of its management team to serve the wider Asian markets.
One AIM and two unlisted companies were struck off the Register during the year resulting in a realised loss of £575,000 (cost £591,000). This had no effect on the NAV as a full provision had been made in earlier years.
Repayments of loan stock were received from some of the investee companies as shown on the table on page 12.
In respect of AIM assets/holdings the Manager has continued its policy of structured exits from this part of the portfolio. An overall net gain of £248,000 was achieved, including the impact of disposals where either Maven had lost confidence in a specific holding or a mandatory sale process or bid event was in evidence. There was no impact on the NAV as realisations were achieved close to carrying values.
Investments in the unlisted portfolio are generally trading well and increased valuations have been achieved where appropriate.
Outlook
The underlying investment portfolio has seen a significant diversification and improvement over the past two years, with an emphasis on identifying and investing in later stage private companies with attractive yield characteristics. There is significant demand for this type of asset by providers of alternative capital, and the market for private equity transactions has therefore become more competitive notwithstanding the shortage of capital available from more traditional sources. In this operating environment Maven will leverage its UK network and experience to continue to construct a high quality and income producing portfolio of assets diversified across a range of sectors on behalf of its VCT client investors.
Realisations made during the year
Date first invested | Complete/ Partial Exit | Cost of shares disposed of | Value at 30 November 2009 | Sales Proceeds | Realised Gain/Loss | Gain/(Loss) over November 2009 value | |
£'000 | £'000 | £'000 | £'000 | £'000 | |||
Unlisted | |||||||
Armannoch Investments Limited | 2008 | Complete | 700 | - | 700 | - | - |
Cash Bases Limited (formerly Deckflat Limited) | 2004 | Partial | 30 | 30 | 36 | 6 | 6 |
Cyclotech Limited | 2007 | Complete | - | - | 17 | 17 | 17 |
Driver Hire Investments Group Limited | 2004 | Partial | 12 | 4 | 1 | (11) | (3) |
IRW Systems | 2009 | Complete | 45 | 8 | 21 | (24) | (13) |
PLM Dollar Group Limited | 1999 | Partial | 32 | 32 | 32 | - | - |
Torridon Capital Limited | 2010 | Partial | 505 | 505 | 505 | - | - |
Valkyrie Capital Limited | 2008 | Complete | 700 | 700 | 700 | - | - |
Westway Services Limited | 2009 | Partial | 67 | 67 | 67 | - | - |
2,091 | 1,346 | 2,079 | (12) | 7 | |||
AIM | |||||||
Animalcare PLC | 2008 | Partial | 232 | 401 | 444 | 212 | 43 |
Avanti Communications Group PLC | 2004 | Complete | 39 | 119 | 134 | 95 | 15 |
Brookwell Limited | 2008 | Partial | 6 | 3 | 3 | (3) | - |
Melorio PLC | 2007 | Complete | 394 | 591 | 607 | 213 | 16 |
Mount Engineering PLC | 2007 | Complete | 161 | 115 | 187 | 26 | 72 |
OPG Power Ventures PLC | 2008 | Partial | 3 | 3 | 4 | 1 | 1 |
Software Radio Technology PLC | 2005 | Partial | 252 | 175 | 349 | 97 | 174 |
Litcomp PLC | 2005 | Complete | 151 | 0 | 87 | (64) | 87 |
Neuropharm Group PLC | 2007 | Complete | 100 | 8 | 9 | (91) | 1 |
Neutrahealth PLC | 2005 | Complete | 89 | 42 | 55 | (34) | 13 |
SDI Group PLC | 2007 | Complete | 74 | 3 | 4 | (70) | 1 |
Sport Media Group PLC | 2006 | Complete | 138 | 5 | 4 | (134) | (1) |
1,639 | 1,465 | 1,887 | 248 | 422 |
Income Statement
For the year ended 30 November 2010
2010 | 2009 | ||||||
Revenue | Capital | Total | Revenue | Capital | Total | ||
Notes | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Gain on investments | 8 | - | 1,439 | 1,439 | - | 76 | 76 |
Income from investments | 2 | 664 | - | 664 | 1,088 | - | 1,088 |
Other income | 2 | 3 | - | 3 | 14 | - | 14 |
Investment management fees | 3 | (93) | (371) | (464) | (106) | (426) | (532) |
Other expenses | 4 | (447) | - | (447) | (262) | - | (262) |
Net return/(loss) on ordinary activities | 127 | 1,068 | 1,195 | 734 | (350) | 384 | |
before taxation | |||||||
Tax on ordinary activities | 5 | (25) | 23 | (2) | (144) | 89 | (55) |
Return attributable to equity shareholders | 7 | 102 | 1,091 | 1,193 | 590 | (261) | 329 |
Return per Ordinary share (pence) | 7 | 0.36 | 3.80 | 4.16 | 2.15 | (0.95) | 1.20 |
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 30 November 2010
2010 | 2009 | ||
Total | Total | ||
Notes | £'000 | £'000 | |
Opening Shareholders' funds | 21,244 | 22,070 | |
Movements in the year | |||
Shares Allotted during year | 1,787 | - | |
Share buy backs during year | (400) | - | |
Total return for the year | 1,193 | 329 | |
Dividends paid - revenue | 6 | (441) | (962) |
Dividends paid - capital | 6 | (736) | (193) |
Closing Shareholders' funds | 22,647 | 21,244 |
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.
Balance Sheet
As at 30 November 2010
30 November 2010 | 30 November 2009 | ||
Notes | £'000 | £'000 | |
Fixed assets | |||
Investments at fair value through profit or loss | 8 | 18,283 | 18,180 |
Current assets | |||
Debtors | 10 | 1,846 | 1,879 |
Cash and overnight deposits | 2,721 | 1,287 | |
4,567 | 3,166 | ||
Creditors: amounts falling due within one year | 11 | (203) | (102) |
Net current assets | 4,364 | 3,064 | |
Total net assets | 22,647 | 21,244 | |
Capital and reserves | |||
Called up share capital | 12 | 2,907 | 2,746 |
Share premium | 13 | - | 17,396 |
Distributable reserve | 13 | 22,033 | 3,371 |
Capital redemption reserve | 13 | 33 | 73 |
Capital reserve - realised | 13 | (1,135) | 289 |
Capital reserve - unrealised | 13 | (1,422) | (3,201) |
Revenue reserve | 13 | 231 | 570 |
Equity shareholders' interest | 22,647 | 21,244 | |
Net asset value per ordinary share (pence) | 14 | 77.9 | 77.4 |
The accompanying notes are an integral part of the financial statements.
The financial statements of Maven Income and Growth VCT 3 PLC, registered number 4283350, were approved by the Board of Directors and were signed on its behalf by:
Gregor Michie
Director
28 February 2011
Cash Flow Statement
For the year ended 30 November 2010
Year ended | Year ended | ||
30 November 2010 | 30 November 2009 | ||
Notes | £'000 | £'000 | |
Operating activities | |||
Investment income received | 622 | 1,297 | |
Deposit interest received | 3 | 15 | |
Investment management fees paid | (132) | (532) | |
Secretarial fees paid | (65) | (85) | |
Cash paid to and on behalf of Directors | (77) | (89) | |
Other cash payments | (127) | (102) | |
Net cash inflow from operating activities | 15 | 224 | 504 |
Taxation | |||
Corporation tax | (59) | (32) | |
Financial investment | |||
Purchase of investments | (4,027) | (3,982) | |
Sale of investments | 5,086 | 5,810 | |
Net cash inflow from financial investment | 1,059 | 1,828 | |
Equity dividends paid | (1,177) | (1,155) | |
Net cash inflow before financing | 47 | 1,145 | |
Financing | |||
Share allotment | 1,787 | - | |
Repurchase of ordinary shares | (400) | - | |
Net cash inflow from financing | 1,387 | 1,145 | |
Increase in cash | 16 | 1,434 | 1,145 |
Notes to the Financial Statements
For the year ended 30 November 2010
1. | Accounting Policies - UK Generally Accepted Accounting Practice | ||||
(a) | Basis of preparation | ||||
The financial statements have been prepared in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies' (the SORP) issued in 2005, amended October 2009. The disclosures on Going Concern on page 28 of the Directors' Report form part of these financial statements.
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(b) | Income | ||||
Dividends receivable on equity shares are treated as revenue for the year 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 year. 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.
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(c) | Expenses | ||||
All expenses are accounted for on an accruals basis and charged through the Income Statement. Expenses are charged through the revenue account except as follows:
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- | 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 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 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 subsequently enacted at the balance sheet date.
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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.
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(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 and loss. At subsequent reporting dates, investments 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.
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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.
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A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
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2. | Whenever practical, recent investments will be valued by reference to a material arm's length transaction or a quoted price.
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3. | Mature companies are valued by applying a multiple to their fully taxed prospective earnings to determine the enterprise value of the company.
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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.
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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 be valued only 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.
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4. | Where there is evidence of impairment, a provision may be taken against the previous valuation of the investment.
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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.
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6. | All unlisted investments are valued individually by Maven Capital Partners' Portfolio Management Team. The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company.
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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 value.
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(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 (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk etc) - Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments)
(g) When the Company sells or revalues its investments during the year, any gains or losses arising are credited/charged to the Income Statement.
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Year ended | Year ended | |||
30 November 2010 | 30 November 2009 | |||
2 | Income | |||
Income from investments: | £'000 | £'000 | ||
UK dividends | 21 | 43 | ||
UK unfranked investment income | 643 | 1,045 | ||
664 | 1,088 | |||
Interest: | ||||
Deposit interest | 3 | 14 | ||
Total income | 667 | 1,102 |
Year ended 30 November 2010 |
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Ordinary Shares
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Revenue | Capital | Total |
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3 | Investment management fees | £'000 | £'000 | £'000 |
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Investment management fees at 2.5% | 109 | 437 | 546 |
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Reclaimed VAT | (16) | (66) | (82) |
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93 | 371 | 464 |
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Year ended 30 November 2009 |
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Ordinary Shares
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Revenue | Capital | Total |
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£'000 | £'000 | £'000 |
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Investment management fees at 2.5% | 106 | 426 | 532 |
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Reclaimed VAT | - | - | - |
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106 | 426 | 532 |
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Details of the fee basis are contained in the Director's Report on page 22. | ||||||||
Year ended 30 November 2010 | ||||
Revenue | Capital | Total | ||
4 | Other expenses | £'000 | £'000 | £'000 |
Secretarial fees | 87 | - | 87 | |
Directors' remuneration | 68 | - | 68 | |
Audit remuneration - audit services | 15 | - | 15 | |
- tax services | 3 | - | 3 | |
Bad debts written off | 158 | - | 158 | |
Miscellaneous expenses | 116 | - | 116 | |
447 | - | 447 | ||
Year ended 30 November 2009 | ||||
Revenue | Capital | Total | ||
£'000 | £'000 | £'000 | ||
Secretarial fees | 85 | - | 85 | |
Directors' remuneration | 68 | - | 68 | |
Audit remuneration - audit services | 14 | - | 14 | |
- tax services | 4 | - | 4 | |
Bad debts written off | 24 | - | 24 | |
Miscellaneous expenses | 67 | - | 67 | |
262 | - | 262 | ||
Year ended 30 November 2010 |
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Revenue | Capital | Total |
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£'000 | £'000 | £'000 |
| ||||||||
5 | Tax on ordinary activities |
| |||||||||
Corporation tax | 25 | (23) | 2 |
| |||||||
Charge for year | 25 | (23) | 2 |
| |||||||
| |||||||||||
| |||||||||||
Year ended 30 November 2009 |
| ||||||||||
| |||||||||||
Revenue | Capital | Total |
| ||||||||
£'000 | £'000 | £'000 |
| ||||||||
| |||||||||||
Corporation tax | 144 | (89) | 55 |
| |||||||
Charge for year | 144 | (89) | 55 |
| |||||||
The tax assessed for the period is lower than the standard rate of corporation tax 28% (2009: 28%). The differences are explained below: |
| ||||||||||
Year ended | Year ended | ||||||||||
30 November 2010 | 30 November 2009 | ||||||||||
Revenue | Capital | Total | Revenue | Capital | Total | ||||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||||||
Return on ordinary activities before tax | 127 | 1,068 | 1,195 | 734 | (350) | 384 | |||||
Revenue return on ordinary activities multiplied by standard rate of corporation tax | 36 | 299 | 335 | 206 | (98) | 108 | |||||
Non taxable UK dividend income | (6) | - | (6) | (12) | - | (12) | |||||
Gain on investments | - | (403) | (403) | - | (21) | (21) | |||||
Adjustment from 2009 | 2 | - | 2 | - | - | - | |||||
Smaller Companies relief | (7) | 81 | 74 | (50) | 30 | (20) | |||||
Relief from capital | - | - | - | - | - | ||||||
25 | (23) | 2 | 144 | (89) | 55 | ||||||
No provision for tax has been made in the current or prior accounting period.
The Company has an unrecognised deferred tax asset of £15,555 (2009: nil) arising as a result of having unutilised management expenses.
Dividends | ||
Year ended | Year ended | |
30 November 2010 | 30 November 2009 | |
Amounts recognised as distributions to Shareholders in the year: | ||
£'000 | £'000 | |
Revenue dividends | ||
Interim revenue dividend for the year end 30 November 2009 1.5p paid on 24 August 2009 | - | 413 |
Final revenue dividend for the year end 30 November 2008 2.0p paid on 30 April 2009 | - | 549 |
Final revenue dividend for the year end 30 November 2009 0.5p paid on 26 May 2010 | 147 | - |
Interim revenue dividend for the year end 30 November 2010 1.0p paid on 24 August 2010 | 294 | - |
441 | 962 | |
| ||
Capital dividends | ||
Final capital dividend for the year end 30 November 2008 0.7p | - | 193 |
paid on 30 April 2009 | ||
Final capital dividend for the year end 30 November 2009 2.00p | 589 | - |
paid on 26 May 2010 | ||
Interim capital dividend for the year end 30 November 2010 0.5p | 147 | - |
paid on 24 August 2010 | ||
736 | 193 |
6 | Dividends (continued) | ||
We set out below the total revenue dividends paid and proposed in respect of the financial year, which is the basis on which the requirements of Section 274 of the Income Tax Act 2007 are considered. | |||
Year ended 30 November 2010 | Year ended 30 November 2009 | ||
Revenue dividends | |||
Revenue available for distribution by way of dividends for the year | 102 | 590 | |
Interim revenue dividend for the year ended 30 November 2010 of 1.0p paid on 31 July 2010 | 294 | 413 | |
Final revenue dividend for the year ended 30 November 2010 of nil (2009: nil) | - | - | |
Capital Dividends | |||
Final capital dividend proposed for the year ended 30 November 2010 of 2.5p (2009: 2.0p) payable on 26 May 2011 | 727 | 589 | |
7 | Return per ordinary share | ||
The returns per share have been based on the following figures: | |||
Weighted average number of ordinary shares | 28,707,938 | 27,460,383 | |
Revenue return | £102,000 | £590,000 | |
Capital return | £1,091,000 | (£261,000) | |
Total return | £1,193,000 | £329,000 |
Year ended | |||||
30 November 2010 | |||||
Listed | AIM | Unlisted | Total | ||
(Quoted Prices) | (Quoted Prices) | (Unobservable Inputs) | |||
8 | Investments | £'000 | £'000 | £'000 | £'000 |
Valuation brought forward | 2,514 | 2,438 | 13,228 | 18,180 | |
Unrealised gain/(loss) | 3 | (2,588) | (616) | (3,201) | |
Cost at 30 November 2009 | 2,511 | 5,026 | 13,844 | 21,381 | |
Movements during the year: | |||||
Purchases | - | - | 5,156 | 5,156 | |
Sales proceeds | (2,510) | (1,887) | (2,095) | (6,492) | |
Realised gains/(loss) | (1) | 98 | (437) | (340) | |
Amortisation of book cost | - | - | - | ||
Cost at 30 November 2010 | - | 3,237 | 16,468 | 19,705 | |
Unrealised gain/(loss) | - | (2,242) | 820 | (1,422) | |
Valuation at 30 November 2010 | - | 995 | 17,288 | 18,283 |
30 November 2010 | 30 November 2009 | |||
Ordinary Shares | ||||
£'000 | £'000 | |||
Realised gains on historical basis | (340) | 150 | ||
Net decrease in value of investments | 1,779 | (74) | ||
Gains on investments | 1,439 | 76 | ||
As at 30 November 2010 £16,000 was held with lawyers pending investment and is excluded from the purchase of investments above. £1,145,000 representing monies held with lawyers as at 30 November 2009 is included. Sale proceeds include outstanding settlements as at 30 November 2010 of £1,406,000. |
9 | Participating and significant interests | |
The principal activity of the Company is to select and hold a portfolio of investments in unlisted & AIM securities. Although the Company will, in some cases, be represented on the board of the investee company, it will not take a controlling interest or become involved in its management. The size and structure of the companies with unlisted and AIM securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement. | ||
At 30 November 2010 the Company held shares amounting to 20% or more of the equity capital of Ailsa Craig Capital Limited, Blackford Capital Limited, Beckford Capital Limited, Corinthian Foods Limited, Dunning Capital Limited, Staffa Capital Limited and Shiskine Capital Limited. | ||
The Company also holds shares amounting to more than 3% or more of the nominal value of the allotted shares or units of any class of certain investee companies. | ||
Details of equity percentages held are shown in the Investment Portfolio Summary on page 14. |
30 November 2010 | 30 November 2009 | |||
10 |
| |||
Debtors | £'000 | £'000 |
| |
Prepayments and accrued income | 424 | 541 |
| |
Other debtors | - | 193 |
| |
Monies held pending investment | 16 | 1,145 |
| |
Balance at Brokers | 1,406 | - |
| |
1,846 | 1,879 |
| ||
30 November 2010 | 30 November 2009 | ||||
| |||||
11 | Creditors | £'000 | £'000 |
| |
Amounts falling due within one year: |
| ||||
Current taxation | 6 | 63 |
| ||
Accruals | 197 | 39 |
| ||
203 | 102 |
| |||
30 November 2010 | 30 November 2009 | |||||||
Ordinary Shares | Ordinary Shares | |||||||
12 | Share capital | Number | £'000 | Number | £'000 | |||
At 30 November the authorised share capital comprised: | ||||||||
allotted, issued and fully paid: | ||||||||
Ordinary shares of 10p each | ||||||||
Balance brought forward 30 November 2009 | 27,460,383 | 2,746 | 9,744,243 | 974 | ||||
C ordinary shares converted into ordinary shares on 28 February 2009 | 14,954,494 | 1,495 | ||||||
Ordinary shares issued during year | 2,373,582 | 237 | 2,766,646 | 277 | ||||
Ordinary shares repurchased during the year | (759,569) | (76) | (5,000) | - | ||||
29,074,396 | 2,907 | 27,460,383 | 2,746 | |||||
On 1 February 2011, 342,246 new Ordinary shares were allotted in respect of applications under the Maven Linked VCT Offer. | ||||||||
Share | Capital | Capital | Capital | ||||
premium | Distributable | redemption | reserve | reserve | Revenue | ||
account | reserve | reserve | realised | unrealised | reserve | ||
13 | Reserves | £'000 | £'000 | £000 | £'000 | £'000 | £'000 |
At 30 November 2009 | 17,396 | 3,371 | 73 | 289 | (3,201) | 570 | |
Share Allotment | 1,550 | - | - | - | - | ||
Share buy backs | - | (400) | 76 | - | - | - | |
Gains on sales of investments | - | - | - | (340) | - | - | |
Net decrease in value of investments | - | - | - | - | 1,779 | - | |
Investment management fees | - | - | - | (371) | - | - | |
Tax effect of capital items | - | - | - | 23 | - | - | |
Cancellation of share premium account | (18,946) | 18,946 | - | - | - | - | |
Cancellation of capital redemption reserve | - | 116 | (116) | - | - | - | |
Retained net revenue for year | - | - | - | - | - | 102 | |
Dividends paid | - | - | - | (736) | - | (441) | |
At 30 November 2010 | - | 22,033 | 33 | (1,135) | (1,422) | 231 |
On 20 October 2010, the Court approved the reduction in share premium and capital redemption reserve. Share premium of £18,946,000 and capital redemption reserve of £116,000 were cancelled and the relevant sums transferred to the distributable reserve. |
14 | Net asset value per Ordinary share | 30 November 2010 | 30 November 2009 | ||
Ordinary shares | Ordinary shares | ||||
Net asset | Net asset | Net asset | Net asset | ||
value per | value | value per | value | ||
share | attributable | share | attributable | ||
p | £'000 | p | £'000 | ||
77.89 | 22,647 | 77.4 | 21,244 | ||
The number of shares used in the above calculation is set out in note 12. | ||||||
Year ended | Year ended | |||||
30 November 2010 | 30 November 2009 | |||||
15 | Reconciliation of total return before finance costs | £'000 | £'000 | |||
and taxation to net cash inflow from operating activities | ||||||
Total return before taxation | 1,195 | 384 | ||||
(Gains) on Investments | (1,439) | (76) | ||||
Decrease/(Increase) in accrued income | 115 | 159 | ||||
Decrease/(Increase) in prepayments | 2 | 1 | ||||
Increase in other debtors | 193 | 17 | ||||
Increase in accruals | 158 | (15) | ||||
Decrease in other creditors | - | (13) | ||||
Amortisation of fixed income investment book cost | - | 47 | ||||
Net cash inflow from operating activities | 224 | 504 | ||||
16 | Analysis of changes in net funds | |||
At | At | |||
30 November | Cash | 30 November | ||
2009 | flows | 2010 | ||
£'000 | £'000 | £'000 | ||
Cash and overnight deposits | 1,287 | 1,434 | 2,721 | |
At | At | |||
30 November | Cash | 30 November | ||
2008 | flows | 2009 | ||
£'000 | £'000 | £'000 | ||
Cash and overnight deposits | 142 | 1,145 | 1,287 |
At 30 November 2010 | At 30 November 2009 | |||
17 | Capital commitments, contingencies and financial guarantees | £'000 | £'000 | |
Financial guarantees | 718 | 725 | ||
These financial guarantees represent potential further investment in unlisted securities. |
18 | Derivatives and other financial instruments | |||||||||
The Company's financial instruments comprise equity and fixed interest investments, cash balances and debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income. The company holds financial assets in accordance with its investment policy of investing mainly in a portfolio of VCT-qualifying unquoted and AIM-quoted securities. The Company may not enter into derivative transactions in the form of forward foreign currency contracts, futures and options without the written permission of the Directors. No derivative transactions were entered into during the period. The purpose of these financial instruments is efficient portfolio management. |
| |||||||||
The main risks the Company faces from its financial instruments are (i) market price risk, being the risk that the value of investment holdings will fluctuate as a result of changes in market prices caused by factors other than interest rates, (ii) interest rate risk, (iii) liquidity risk and (iv) credit rate risk. In line with the Company's investment objective, the portfolio comprises only sterling currency securities and therefore has no exposure to foreign currency risk. |
| |||||||||
The Manager's policies for managing these risks are summarised below and have been applied throughout the period. The numerical disclosures below exclude short-term debtors and creditors. |
| |||||||||
| ||||||||||
Market price risk | ||||||||||
The Company's investment portfolio is exposed to market fluctuations, which are monitored by the Manager in pursuance of the investment objective as set out on page x. Adherence to investment guidelines and to investment and borrowing policies set out in the management agreement mitigates the risk of excessive exposure to any particular type of security or issuer. These powers and guidelines include the requirement to invest in up to 50 companies across a range of industrial and service sectors at varying stages of development, to closely monitor the progress of these companies and to appoint a non executive director to the board of each company. Further information on the investment portfolio is set out in the Investment Manager's Review on pages 9 to 12. |
| |||||||||
Price risk sensitivity |
| |||||||||
The following details the Company's sensitivity to a 10% increase and decrease in the market prices of AIM/PLUS quoted securities, with 10% being the Manager's assessment of a reasonably possible change in market prices. |
| |||||||||
At 30 November 2010, if market prices of listed AIM/PLUS quoted securities had been 10% higher or lower with all other variables held constant, the increase or decrease in net assets attributable to Shareholders for the year would have been £100,000 (2009: £244,000), due to the change in valuation of financial assets at fair value through profit or loss. |
| |||||||||
At 30 November 2010, 93.8% (2009: 62.3%) comprised investments in unquoted companies held at fair value. The valuation methods used by the Company include cost and realisable value. Therefore, it is not considered meaningful to provide a sensitivity analysis on the net asset position and total return for the year due to the fact any such movements would be immaterial to users of financial statements. |
| |||||||||
Interest rate risk | ||||||||||
Some of the Company's financial assets are interest bearing, some of which are at fixed rates and some at variable. As a result, the Company is subject to exposure to fair value interest rate risk due to fluctuations in the prevailing levels of market interest rates. |
| |||||||||
The interest rate risk profile of financial assets at the balance sheet date was as follows: | ||||||||||
| ||||||||||
At 30 November 2010 | Fixed | Floating | Non interest |
| ||||||
Interest | rate | bearing |
| |||||||
Sterling | £'000 | £'000 | £'000 |
| ||||||
Listed | - | - | - |
| ||||||
AIM/PLUS | - | - | 995 |
| ||||||
Unlisted | 11,165 | - | 5,858 |
| ||||||
Cash | - | 2,721 | - |
| ||||||
11,165 | 2,721 | 6,974 |
| |||||||
| ||||||||||
At 30 November 2009 | Fixed | Floating | Non interest |
| ||||||
Interest | rate | bearing |
| |||||||
Sterling | £'000 | £'000 | £'000 |
| ||||||
Listed | 2,514 | - | - |
| ||||||
AIM/PLUS | - | - | 2,438 |
| ||||||
Unlisted | 10,519 | - | 2,709 |
| ||||||
Cash | - | 1,287 | - |
| ||||||
13,033 | 1,287 | 5,147 |
| |||||||
| ||||||||||
The listed fixed interest assets matured on 8th December 2009. The unlisted fixed interest assets have a weighted average life of 2.84 years (2009: 3.16 years) and weighted average interest rate of 10.33% (2009: 8.41%) per annum. Floating rate assets are cash balances held in interest bearing accounts. The interest rate received on the interest bearing cash balances was 0.5% (2009: nil). The non-interest bearing assets represent the equity element of the portfolio. All assets and liabilities of the Company are included in the balance sheet at fair value.
Maturity profile | ||||||||
The interest rate profile of the Company's financial assets at the balance sheet date was as follows: | ||||||||
Within | Within | Within | Within | Within | More than | |||
1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | 5 years | Total | ||
At 30 November 2010 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Fixed interest | ||||||||
Listed | - | - | - | - | - | - | - | |
Unlisted | 1,724 | 2,016 | 645 | 3,974 | 2,753 | 53 | 11,165 | |
1,724 | 2,016 | 645 | 3,974 | 2,753 | 53 | 11,165 | ||
Within | Within | Within | Within | Within | More than | |||
1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | 5 years | Total | ||
At 30 November 2009 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Fixed interest | ||||||||
Listed | 2,514 | - | - | - | - | - | 2,514 | |
Unlisted | 2,048 | 1,054 | 1,691 | 735 | 3,411 | 1,580 | 10,519 | |
4,562 | 1,054 | 1,691 | 735 | 3,411 | 1,580 | 13,033 | ||
In "More than 5 years" column the figure of £53,000 (2009: £73,000) is in respect of preference shares which have no redemption date. It is the Directors' opinion that the carrying amounts of these financial assets represent the maximum credit risk exposure at the balance sheet date.
Liquidity risk
This is the risk that the Company will encounter difficulty in meting obligations associated with financial liabilities. The Company's financial instruments include unlisted and AIM/PLUS traded investments which are not traded in an organised public market and which generally may be illiquid. As a result, the Company may not be able to liquidate quickly some of its investments at an amount close to their fair value in order to meet its liquidity requirements. Note 1 (f) details the three-tier hierarchy of inputs used as at 30 November 2010 in valuing the Company's investments carried at fair value.
The Company's investment policy ensures that the Company has sufficient investment in cash and readily realisable securities to meet its ongoing obligations. At 30 November 2010 these investments including cash held were £2,721,000 (2009: £3,801,000).
The Company has the power to take out borrowings, which gives it access to additional funding when required.
Credit risk
This is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company.
The Company's financial assets exposed to credit risk amounted to the following:
30 November 2010 | 30 November 2009 | |
£'000 | £'000 | |
Investments in fixed interest instruments | - | 2,514 |
Cash and cash equivalents | 2,721 | 1,287 |
2,721 | 3,801 |
All assets which are traded on a recognised exchange and all the Company's cash balances are held by JP Morgan Chase (JPM), the Company's custodian. Should the credit quality or the financial position of JPM deteriorate significantly the Manager will move these assets to another financial institution.
There were no significant concentrations of credit risk to counterparties at 30 November 2010 or 30 November 2009.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report, Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards) and applicable law. The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the net return of the Company for that period. In preparing these financial statements the Directors are required to:
·; select suitable accounting policies and then apply them consistently
·; make judgments and estimates that are reasonable and prudent
·; state whether applicable UK Accounting Standards have been followed, subject to any
material departures disclosed and explained in the financial statements
·; prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the company will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Other information
This announcement has been prepared on the same basis as the Annual Report and Financial Statements for the year ended 30 November 2010. The Annual Report and Financial Statements for the year ended 30 November 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 30 November 2009 have been delivered to the Registrar of Companies and contained an audit report which was unqualified.
Copies of this announcement and of the Annual Report and Financial Statements for the year ended 30 November 2010 will be available to the public at the office of Maven Capital Partners, 149 St Vincent Street, Glasgow; at the registered office of the Company, 9-13 St Andrew Street, London, and on the Company's website at www.mavencp.com/migvct3.
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.
By order of the Board
Maven Capital Partners UK LLP
Secretary
1 March 2011
ENDS