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Pin to quick picksMaven I&g Vct5 Regulatory News (MIG5)

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Maven Income and Growth VCT 5 is an Investment Trust

To invest in a diversified portfolio of later-stage UK private companies to provide long-term capital appreciation and generate maintainable levels of income for shareholders.

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Annual Financial Report

3 Mar 2014 16:13

RNS Number : 3961B
Maven Income and Growth VCT 5 PLC
03 March 2014
 

Maven Income and Growth VCT 5 PLC

 

Final results for the year ended 30 November 2013

 

The Directors report the Company's financial results for the year ended 30 November 2013.

 

Chairman's Statement

 

I am pleased to report on a positive year for your Company, with further progress made in rebalancing the portfolio through the structured realisation of AIM holdings and additional investment in attractive private company assets.

 

Maven Capital Partners UK LLP (Maven) was appointed as Manager to Bluehone AiM VCT 2 plc (now Maven Income and Growth VCT 5 PLC) in February 2011 with a mandate to change the investment policy by implementing the strategy that had proven successful for other Maven managed VCT s. The objective was to improve Shareholder returns in order to develop a progressive dividend programme, by reducing the Company's exposure to AI M and broadening the asset base to include attractive, later-stage private company holdings.

 

During the period under review, the rebalancing of the portfolio has continued and AIM concentration has reduced further, from 69.7% of total assets as at 30 November 2012 to 54.9% at the year end, with the number of quoted holdings having decreased to 54.

 

Over the past three years the Manager has realised in excess of £10 million from selective AIM disposals, where possible taking advantage of opportunities to lock in profits on the back of strong trading performance and share price momentum. Those funds have been partially re-deployed in a diversified portfolio of established, entrepreneurial businesses capable of paying a yield, and consequently income from unlisted investments has increased by 82.5% over the twelve months to 30 November 2013. Total investment revenues are up 26% to £0.38 million in the period and this income, together with the uplift in value of a number of quoted and unlisted holdings, has resulted in NAV total return increasing to 62.39p per share as at 30 November 2013.

 

Subsequently, the Directors announced an increase in the net asset value of the Company to 40.12p per share as at 31 January 2014, with the NAV total return increasing to 65.42p per share as a result. The rise in the NAV over the period following the year end reflects the performance of AIM quoted securities in general and, in particular, certain investments in the Company's portfolio within the energy sector, although it is acknowledged that the share prices of these investments may remain volatile.

 

During the period your Company participated in seven substantial new private company transactions, as well as one follow-on investment in an existing portfolio company to fund a complementary acquisition. Most of the existing private equity assets are trading acceptably or ahead of plan and, although the overall economic environment is still fragile, both the outlook for the UK economy and business confidence have improved. The quoted portfolio has in the main demonstrated a very robust performance during the year, with some encouraging individual investee company performances. Developments within the portfolio are detailed in the Investment Manager's Review on pages 17 to 23.

 

We are also pleased to note that Maven's success as a private equity manager has continued to be acknowledged, with a range of nominations and awards across the UK which recognise the quality of its investment team and the Company's portfolio.

 

Dividends

 

The Board recommends an increased final dividend of 1.35p per Ordinary Share to be paid on 30 May 2014 to shareholders on the Register at 9 May 2014. The effect of paying the proposed dividend would be to reduce the NAV of the Company by the total cost of the distribution.

 

The Company has a record of paying regular dividends and, following payment of the final dividend, will have distributed a total of 26.65p per share to Shareholders. The Board is committed to continuing to work with the Manager to expand further the new private equity portfolio, and to position the Company to be able to pay a steadily increasing level of dividends in future years.

 

New Annual Reporting Requirements

 

Changes have been made to the narrative reporting requirements for annual reports in respect of years ending on or after 30 September 2013 and, as a result, the Annual Report includes a new Strategic Report, a revised format for the Directors' Remuneration Report (including a new Remuneration Policy Report) and a number of consequential changes, including enhanced reporting on the activities of the Audit Committee.

 

 

 

Fund Raising and Share Buy-backs

 

A top-up Offer was launched on 23 January 2013 aiming to raise £1.0 million in parallel with similar Offers by Maven Income and Growth VCT, Maven Income and Growth VCT 2 and Maven Income and Growth VCT 3, each of which was aiming to raise £1.5 million. The Offer was oversubscribed and closed early on 11 February 2013 resulting in the issue of 2,825,317 new Ordinary shares and raising an additional £965,000 of capital, after expenses.

 

In September 2013, the Company announced that it was planning to raise up to £3 million in a joint Offer for Subscription alongside Maven Income and Growth VCT, Maven Income and Growth VCT 2, Maven Income and Growth VCT 3 and Maven Income and Growth VCT 4, each aiming to raise up to £4 million; and Maven Income and Growth VCT 6 aiming to raise up to £1 million. The first allotment under the Offer took place on 3 February 2014 when 4,346,689 new Ordinary Shares were issued.

 

It is anticipated that the Offer will remain open until 5 April 2014 in respect of the 2013/14 tax year and until 30 April 2014 in

respect of the 2014/15 tax year, unless fully subscribed at an earlier date and subject to the Directors' right to close or extend the Offer at any time. The full terms of the Offer, which includes an over-allotment facility to allow the Company to raise a further £0.75 million, are set out in a detailed Prospectus that was issued on 24 October 2013, along with a Circular explaining the necessary authorities required for the Offer to proceed, which were duly confirmed at a General Meeting held on 27 November 2013. On 3 February 2014, as a result of the increase in NAV referred to previously, the Company announced a revised Offer Price in advance on the initial allotment of shares made on that date. A Supplementary Prospectus was issued on 10 February 2014.

 

The Company may use the money raised under these Offers to pay dividends and general running costs, thereby preserving for investment purposes an equivalent sum of more valuable 'old money' which operates under more advantageous VCT regulations. The proceeds of the Offers will also provide additional liquidity for the Company to make further later-stage investments, and enable it to spread its costs over a larger asset base to the benefit of all Shareholders.

 

Shareholders should be aware that the Board's primary objective is for the Company to retain sufficient liquid assets for making investments in line with its stated policy and for the continued payment of dividends to Shareholders. However, the Directors also acknowledge the need to maintain an orderly market in the Company's shares and have delegated authority to the Manager to buy back shares in the market for cancellation, subject always to such transactions being in the best interest of Shareholders. It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, shares will be bought back at prices representing a discount of greater than 20% to the prevailing

NAV per share.

 

VCT Regulatory Developments

 

The AIC worked closely with the Financial Services Authority (FSA) on Consultation Paper 12-19 (restrictions on the retail

distribution of unregulated collective investment schemes and close substitutes) and its applicability to VCT s. The Board

supported the AIC in calling on the FSA to exclude VCT s from the proposals in the same way that investment trusts have

been and was pleased to note the subsequent announcement by the Financial Conduct Authority (FCA, which replaced the

FSA) that VCTs have been excluded from the marketing restrictions.

 

The AIFM Directive came into force on 21 July 2011 and was implemented within the UK on 22 July 2013. The AIC has

published a briefing paper reviewing the key issues, including confirmation that the UK will impose a compliance deadline

of 22 July 2014. The Board and the Manager have engaged legal advisers to ensure that the impact of the legislation

has been considered fully, and the Directors have taken the decision to register Maven Income and Growth VCT 5 PLC

as a self-managed small registered AIFM. This will enable the Company to take advantage of the reduced reporting

requirements and avoid the direct and indirect costs of appointing a depositary. However, it will result in additional

duties to be undertaken by the Directors.

 

The AIC has participated in a consultation process to ensure the Government's continued long-term support for the VCT

sector by addressing concerns from HM Treasury that enhanced shared buy-back schemes conflict with the public policy objectives of VCT s. The principles underpinning the AIC 's response to the consultation are that any legislative response

should: deliver the policy ambitions of VCT s by ensuring that genuine new funds are raised for investment in small and

medium sized enterprises (SMEs) in a way that provides value for money to the taxpayer; be proportionate and not introduce unnecessary complexity; and maintain the commercial flexibility and investment proposition of VCT s, particularly by allowing traditional share buy-backs to continue.

 

Management Fee

 

Central to the appointment of the new Manager in February 2011 was an agreement that Maven would waive the investment management fee for the first two years of the contract. This two year period has now expired, and the first such investment management fees were paid in the twelve month period covered by this report.

 

 

 

 

Board of Directors

 

Your Board has previously intimated its intention to implement a succession plan once the strategic changes made in recent

years had been given the opportunity to show improved results. Jamie Matheson stood down after the last Annual General Meeting (AGM) and Steven Mitchell stood down with effect from 10 October 2013. On 1 June 2013, Allister Langlands and Charles Young were appointed to the Board and their biographies can be seen on page 7 of the Annual Report.

 

Both new Directors will serve on the Company's Audit, Management Engagement, Nomination and Remuneration Committees and will each stand for re-election at the AGM to be held in 2014, being the first following their appointment. I will stand down following the conclusion of the 2014 AGM, from which point Allister will become Chairman of the Board. I would like to take this opportunity to thank both Jamie and Steven for the significant contributions that they made to the deliberations of the Board during their respective periods in office and to wish Allister every success when he takes on the role of Chairman.

 

Annual General Meeting

 

As indicated in last year's Annual Report, in order to allow a wider range of Shareholders the opportunity to meet the Directors and the Manager, it is intended to hold AGMs in Glasgow and London in alternate years. Therefore, the 2014 AGM will be held in the Glasgow office of Maven Capital Partners UK LLP on 22 April 2014, and the Notice of Annual General Meeting can be found on pages 71 to 75 of the Annual Report.

 

Maven intends to hold a separate event in London during 2014 to provide an opportunity for Shareholders to meet

representatives of the Manager.

 

The Future

 

In the period under review, the Company completed its first successful fund raising following the change of Manager, and with total assets in excess of £22 million and a much improved liquidity position, is now able to invest regularly in Maven led

transactions in larger unit sizes than was previously the case. This has resulted in increased income flows to the Company, with a strong pipeline of prospective new transactions in progress, several of which have completed since the year end.

 

The Board firmly believes that the Manager is well placed to continue the development of the current investment strategy,

and that this will lead to a further improvement in Shareholder returns.

 

 

Gordon Brough

Chairman

3 March 2014

 

 

 

 

 

 

 

 

Strategic Report

 

This Strategic Report has been prepared by the Directors in accordance with Section 414 of the Companies Act 2006, as

amended. The Company's Auditor is required to confirm if there are any inconsistencies between this Report and

the Financial Statements. The Independent Auditor's Report can be found on pages 52 and 53 of the Annual Report.

 

The Board

 

The Board, which is responsible for setting and monitoring the Company's strategy, currently consists of four non-executive Directors, all of whom are male. The names and biographies of the Directors, as set out under Your Board on pages 6 and 7 of the Annual Report, indicate their range of investment, commercial and professional experience. Further details are also provided in the Directors' Report on page 35 and the Statement of Corporate Governance on pages 45 to 50.

 

Investment Objective

 

The Company aims to achieve long term capital appreciation and generate maintainable levels of income for Shareholders. Maven Capital Partners UK LLP (Maven or the Manager) was appointed in February 2011 with a view to applying a new investment policy, as set out below, and changing the focus of the portfolio from AIM/ISDX quoted companies to unquoted private company investments.

 

Statement of Investment Policy

 

Under an investment policy approved by Shareholders at a General Meeting held on 30 March 2011, the Company intends to achieve its objective by:

 

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

 

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

 

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

 

Principal Risks and Uncertainties

 

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

 

Investment Risk

 

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

 

The Company manages and minimises investment risk by:

 

· diversifying across a large number of companies;

 

· diversifying across a range of economic sectors;

 

· actively and closely monitoring the progress of investee companies;

 

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

 

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

 

· not investing in hostile public to private transactions; and

 

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

 

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

 

 

 

Financial and Liquidity Risk

 

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

 

Economic Risk

 

The valuation of investment companies may be affected by underlying economic conditions such as fluctuating interest

rates and the availability of bank finance.

 

Credit Risk

 

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

 

Internal Control Risk

 

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

 

VCT Qualifying Status Risk

 

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

 

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

 

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

 

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

 

 

Legislative and Regulatory Risk

 

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

 

Statement of Compliance with Investment Policy

 

The Company is adhering to its stated investment policy and managing the risks arising from it. This can be seen in various

tables and charts throughout the Annual Report, and from information provided in the Chairman's Statement and the

Investment Manager's Review. A review of the Company's business, its position as at 30 November 2013 and its

performance during the year then ended is included in the Chairman's Statement, which also includes an overview of its

strategy and business model.

 

The management of the investment portfolio has been delegated to Maven, which also provides company secretarial,

administrative and financial management services to the Company. The Board is satisfied with the depth and breadth

of the Manager's resources and its network of offices, which supply new deals and enable it to monitor the geographically

widespread portfolio of companies effectively.

 

The Investment Portfolio Summary on pages 30 to 32 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 by industrial sector and deal type on pages 15 and 16 show that the portfolio is diversified across a variety of sectors and deal types. The level of VCT qualifying investment is monitored by the Manager on a daily basis and reported to the Board quarterly.

 

 

 

 

 

 

 

Key Performance Indicators

 

At each Board Meeting, the Directors consider a number of financial performance measures to assess the Company's

success in achieving its objectives, and these also enable Shareholders and investors to gain an understanding of its

business. The key performance indicators are as follows:

 

· the progress being made on the transition of the legacy AIM portfolio to one focused on new unquoted investments;

 

· NAV total return;

 

· dividends per share;

 

· investment income; and

 

· operational expenses.

 

The NAV total return is a measure of Shareholder value that includes both the current NAV per share and the sum of

dividends paid to date. The dividends per share measure shows how much of that Shareholder value has been returned

to original investors in the form of dividends. A historical record of these measures is shown in the Financial Highlights

on page 5. The change in the profile of the portfolio is reflected in the Summary of Investment Changes on page 11. The Board reviews the Company's investment income and operational expenses on a quarterly basis.

 

There is no meaningful venture capital trust index against which to compare the financial performance of the Company,

but, for reporting to the Board and Shareholders, the Manager uses comparisons with appropriate indices and the Company's peer group.

 

The Directors also consider non-financial performance measures such as the flow of investment proposals and ranking of the VCT sector by independent analysts.

 

As mentioned below, the Company has no direct employee or environmental responsibilities but the Directors will consider economic, regulatory and political trends and features that may impact on the Company's future development and performance.

 

Valuation Process

 

Investments held by Maven Income and Growth VCT 5 PLC in unquoted companies are valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Investments quoted or traded on a recognised stock exchange, including AIM, are valued at their bid prices.

 

Share Buy-backs

 

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

circumstances.

 

Employee, Environmental and Human Rights Policy

 

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

 

Future Strategy

 

The Board and Manager intend to maintain the strategic policies set out above for the year ending 30 November 2014 as it is believed that these are in the best interests of Shareholders.

 

 

Gordon Brough

Chairman

3 March 2014

 

Maven Income and Growth VCT 5 PLC

Income Statement

For the year ended 30 November 2013

Year ended

30 November 2013

Year ended

30 November 2012

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

Gains on investments

-

4,548

4,548

-

1,945

 1,945

Income from investments and deposit interest

382

-

382

303

-

303

Investment management fees

(144)

(433)

(577)

(10)

(32)

(42)

Other expenses

(293)

-

(293)

(290)

-

(290)

Net return on ordinary activities before taxation

(55)

4,115

4,060

3

1,913

1,916

 

Tax on ordinary activities

-

-

-

-

-

-

Return attributable to Equity Shareholders

(55)

4,115

4,060

3

1,913

1,916

Earnings per share (pence)

(0.09)

6.86

6.77

-

3.23

3.23

 

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 2013

 

Year ended

30 November 2013

Year ended

30 November 2012

£'000

£'000

Opening Shareholders' funds

18,729

17,925

Net return for year

4,060

1,916

Proceeds of share issue

963

2,138

Share issue expense

(50)

Repurchase and cancellation of shares

(87)

(2,311)

Dividends paid - revenue

-

-

Dividends paid - capital

(1,096)

(889)

Closing Shareholders' funds

22,569

18,729

 

 

 

 

 

Maven Income and Growth VCT 5 PLC

Balance Sheet

As at 30 November 2013

30 November 2013

30 November 2012

 £'000

 £'000

 £'000

 £'000

Fixed assets

Investments at fair value through profit or loss

20,784

16,794

Current assets

Debtors

221

33

Cash and overnight deposits

1,938

2,047

2,159

2,080

Creditors

Amounts falling due within one year

(374)

(145)

Net current assets

1,785

1,935

Net assets

22,569

18,729

Capital and reserves

Called up share capital

6,086

5,838

Share premium account

3,527

2,847

Capital reserve - realised

(19,700)

(20,402)

Capital reserve - unrealised

(7,990)

(10,307)

Special distributable reserve

38,684

38,771

Capital redemption reserve

3,416

3,381

Revenue reserve

(1,454)

 (1,399)

Net assets attributable to Ordinary Shareholders

22,569

18,729

Net asset value per

Ordinary Share (pence)

37.09

32.08

 

 

 

Maven Income and Growth VCT 5 PLC

Cash Flow Statement

For the year ended 30 November 2013

30 November 2013

30 November 2012

£'000

£'000

£'000

£'000

Operating activities

Investment income received

336

327

Deposit interest and other income received

-

 (6)

Investment management fees paid

(290)

 -

Secretarial fees paid

(89)

 (86)

Directors' expenses paid

(59)

 (57)

Other cash payments

(210)

 (87)

Net cash (outflow)/inflow from operating activities

(312)

91

Financial investment

Purchase of investments

(10,400)

(3,344)

Sale of investments

10,823

4,767

Net cash (outflow)/inflow from financial investment

423

1,423

Equity dividends paid

(1,096)

 (889)

Net cash inflow before financing

(985)

625

Financing

Issue of Ordinary Shares

963

 2,138

Expense of share issue

-

 (50)

Repurchase of Ordinary Shares

(87)

 (2,311)

Net cash (outflow)/inflow from financing

876

 (223)

(Decrease)/Increase in cash

(109)

 402

 

Notes

 

Accounting Policies - UK Generally Accepted Accounting Practice

 

(a) Basis of preparation

 

The Financial Statements have been prepared under the historical cost convention, modified to include the revaluation of investments, and in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the SORP) issued in January 2009. The disclosures on going concern in the Directors' Report form part of these Financial Statements.

 

(b) Income

 

Dividends receivable on equity shares and unit trusts are treated as revenue for the period on an ex-dividend basis. Where no ex-dividend date is available dividends receivable on or before the year end are treated as revenue for the period. Provision is made for any dividends not expected to be received. The fixed returns on debt securities and non-equity shares are recognised on a time apportionment basis so as to reflect the effective interest rate on the debt securities and shares. Provision is made for any 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 25% to revenue and 75% 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 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 (IPEVCV) 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 and 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, fair value is determined using the Price of Recent Investment Method, except that adjustments are made when there has been a material change in the trading circumstances of the company or a substantial movement in the relevant sector of the stock market.

 

2. Whenever practical, recent investments will be valued by reference to a material arm's length transaction or a quoted price.

 

3. Mature companies are valued by applying a multiple to their fully taxed prospective earnings to determine the enterprise value of the company.

 

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

 

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.

 

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 Maven Capital Partners Portfolio Management Team. The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company.

 

7. In accordance with normal market practice, investments listed on the Alternative Investment Market or a recognised stock exchange are valued at their bid market price.

 

(f) Fair value measurement

 

Fair value is defined as the price that the Company would receive upon selling an investment in a timely transaction to an independent buyer in the principal or the most advantageous market of the investment. A three-tier hierarchy has been established to maximise the use of observable market data and minimise the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable.

 

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

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

 

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

 

· Level 1 - quoted prices in active markets for identical investments;

 

· Level 2 - other significant observable inputs (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

Capital reserve realised

Capital reserve unrealised

Special distributable reserve

Capital redemption reserve

Revenue reserve

£'000

£'000

£'000

£000

£000

£'000

At 1 December 2012

2,847

(20,402)

(10,307)

38,771

3,381

(1,399)

Gains on sales of investments

-

2,231

-

-

-

-

Net increase in value of investments

-

-

2,317

-

-

-

Investment management fees

-

(433)

-

-

-

-

Dividends paid

-

(1096)

-

-

-

-

Repurchase and cancellation of shares

-

-

-

(87)

35

-

Share issue

680

-

-

-

-

-

Net return on ordinary activities

-

-

-

-

-

(55)

At 30 November 2013

3,527

(19,700)

(7,990)

38,684

3,416

(1,454)

 

 

Returns per Ordinary Share

 

The returns per share are based on the following figures:

 

Year ended

Year ended

30 November 2013

30 November 2012

Weighted average number of Ordinary Shares in issue

59,978,188

59,231,614

Revenue return

(£55,000)

£3,000

Capital return

£4,115,000

£1,913,000

Total return

£4,060,000

£1,916,000

 

Net asset value per Ordinary Share

 

Net asset value per Ordinary Share as at 30 November 2013 has been calculated using the number of Ordinary Shares in issue at that date of 60,855,425 (2012: 58,379,108).

 

Basis of preparation of the Financial Statements

 

This Financial Statements included in this Announcement has been prepared on the same basis as the Annual Report and Financial Statements for the year ended 30 November 2012. The Annual Report and Financial Statements for the year ended 30 November 2013 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 2012 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.

 

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 30 November 2013 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.

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

 

 

 

 

 

 

 

Other information

 

The Annual General Meeting will be held on 22 April 2014, commencing at 10.00 am, at Kintyre House, 205 West George Street, Glasgow G2 2LW.

 

Copies of this announcement, and of the Annual Report and Financial Statements for the year ended 30 November 2013, will be available to the public at the office of Maven Capital Partners UK LLP, 205 West George Street, Glasgow G2 2LW; at the registered office of the Company, Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF and on the Company's website at www.mavencp.com/migvct5.

 

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

 

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

 

By Order of the Board

Maven Capital Partners UK LLP

Secretary

 

3 March 2014

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