Last checked at 
20 Jul 2018 14:56
Maven Income and Growth VCT 5 PLC
Interim Results for the Six Months Ended 31 May 2018 (Unaudited)
The Directors announce the Chairman's Statement, Investment Manager's Interim Review and the unaudited Financial Statements for the six months ended 31 May 2018.
Highlights
· NAV total return of 77.72p per share at 31 May 2018, up 2.41% since the year end
· NAV at 31 May 2018 of 36.37p per share after payment of 3.70p per share interim dividend
Chairman's Statement
Overview
On behalf of your Board, I am pleased to announce the results for the six months to 31 May 2018, with positive performance resulting in a 2.41% increase in NAV total return to 77.72 per share.
During the reporting period, further progress has been achieved by your Company in line with the long-term investment objective. The portfolio of unlisted companies has, generally, continued to trade positively, resulting in uplifts in the valuation of certain assets. The holdings in Endura and SPS (EU) were exited at premiums to carrying value, reflecting the quality of these mature assets. The strategy remains to reduce the proportion of the portfolio invested in AIM, subject to suitable market conditions and maintaining your Company's VCT qualifying position. Although disposals from the AIM portfolio were completed during the period, they have been more than offset by the appreciation in value of the AIM assets as a whole. In the second half of the financial year, the Manager will continue to seek to reduce exposure to this market within the parameters of your Company's VCT qualifying requirements.
It is encouraging to report that four new private holdings, in companies operating in a range of interesting high-growth sectors, were added during the period, with follow-on funding also provided to existing portfolio companies. Details of portfolio developments can be found in the Investment Manager's Interim Review.
Dividends
The Directors and the Manager recognise the importance of tax-free distributions to investors. As highlighted by the Board in the 2017 Annual Report, Shareholders should be aware that the requirement to support younger and earlier stage businesses may result in less predictable capital gains and income flows. As a result of recent profitable realisations, and to ensure ongoing compliance with the VCT regulations, the Directors considered it necessary to distribute an enhanced interim dividend in April 2018.
Accordingly, an interim dividend in respect of the year ending 30 November 2018, of 3.70p per Ordinary Share, was paid on 13 April 2018 to Shareholders on the register at close of business on 16 March 2018. Since the Company's launch, and after receipt of the interim dividend, Shareholders will have received 41.35p per share in tax-free income. The effect of paying dividends is to reduce the NAV of the Company by the total cost of the distribution.
Decisions on future distributions will take into consideration the adequacy of reserves, the proceeds from any further realisations and the VCT qualifying levels of the portfolio, all of which are kept under close and regular review by the Board and the Manager.
Share Buy-backs
Shareholders have given the Board authority to buy back shares for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders. It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, shares will continue to be bought back at prices representing a discount of between 10% and 15% of the prevailing NAV per share. During the period under review, 783,000 shares were bought back at a total cost of £256,000.
Offer for Subscription
As announced to the market on 18 July 2018, the Directors of your Company, together with the Directors of Maven Income and Growth VCT PLC, have announced their intention to raise up to £30 million, in aggregate, by way of a joint Offer for Subscription in new Ordinary Shares, with over-allotment facilities of up to a further £10 million in aggregate. It is anticipated that new shares will be issued in the 2018/19 and 2019/20 tax years.
Your Board is confident that, given the strength of the current pipeline of private company introductions, the Manager will continue to be able to identify and complete VCT qualifying transactions in line with each Company's investment strategy.
A Prospectus with full detail of the Offers is intended for publication in September 2018.
Dividend Investment Scheme
In light of the Company's announced intention to raise funds, the Directors have also resolved to re-introduce the Dividend Investment Scheme (DIS), which was suspended on 24 August 2015 due to the restrictions imposed by the 2015 Summer Budget, from the date on which the Offer is launched.
This means that, unless Shareholders advise otherwise, those Shareholders who had previously elected to participate in the DIS will revert to receiving new shares. Shares issued under the DIS should qualify for the VCT tax reliefs applicable for the year in which they are allotted. Full details of the scheme, together with a mandate form, will be available from the Company's website. Shareholders who had not previously applied to participate in the DIS and who wish to do so for future dividends should ensure that a mandate form, or CREST transfer as appropriate, is submitted to the Company's Registrars, Link Asset Services.
Principal Risks and Uncertainties
The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2017 Annual Report, and are the risks associated with investment in small and medium sized unlisted and AIM/NEX quoted companies which, by their nature, carry a higher level of risk and are subject to lower liquidity than investments in large quoted companies. The valuation of investee companies may be affected by economic conditions, the credit environment and other risks including legislation, regulation, adherence to VCT qualifying rules and the effectiveness of the internal controls operated by the Company and the Manager. These risks and procedures are reviewed regularly by the Audit and Risk Committees and reported to your Board. The Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be monitored and met.
Regulatory Developments
As previously outlined, VCT legislation continues to move further towards supporting higher risk investments, with recent changes including the introduction of a 'risk to capital' based test, increased measures designed to assist the financing of knowledge-intensive companies and certain sector exclusions. The Finance Act 2018, which received Royal Assent in March 2018, introduced the new requirement that, for accounting dates from 6 April 2019 (from 1 December 2019 in the case of the Company), the percentage of funds a VCT must hold in qualifying investments will increase from 70% to 80%. In order to assist with this, the add-back period on sales will be increased from six to twelve months, with effect from 6 April 2019. The Board and the Manager will continue to consider these developments when planning future strategy.
The General Data Protection Regulation came into force on 25 May 2018, replacing the Data Protection Act 1998. This regulation enforces the principle of 'privacy by design and by default' and enshrines new rights for individuals, including the right to be forgotten and to data portability. The Manager has worked with the third parties that process Shareholders' personal data to ensure that their rights under the new regulation are respected.
Outlook
Your Board is encouraged by the progress achieved during the reporting period and anticipates further growth in the number of holdings within the portfolio during the second half of the year. Your Board and Manager remain committed to building a large and broadly based portfolio that has the potential to generate enhanced returns over time as the assets mature and are realised.
Allister Langlands
Chairman
20 July 2018
Investment Manager's Interim Review
Highlights
· Four new VCT qualifying private company holdings added to the portfolio, with a further two post the period end
· Follow-on funding provided to two portfolio companies and a further four post the period end
· Healthy pipeline of VCT qualifying investments, with a number in advanced process
· Profitable realisations of Endura and SPS (EU)
· £748,000 realised through disposal of AIM assets
Overview
During the period under review, Maven has continued to focus on building a broadly based portfolio of private company investments capable of generating long-term growth in Shareholder value. Given the pipeline of live opportunities, and level of new business introductions currently being assessed across Maven's nationwide network of offices, it is anticipated that there will be a healthy rate of new investment during the second half of the financial year. In addition, there are likely to be further follow-on investments as earlier stage portfolio companies develop and require additional capital to deliver their business plans.
The strategy remains to invest in carefully selected, fast growing UK smaller companies, operating across a diverse range of industries, that offer either compelling proprietary technology or a disruptive business model capable of scalable growth. Maven also has a preference for supporting proven management teams with a successful track record in a previous business. The expansion of Maven's investment team to include a number of executives with specific sector expertise, particularly in early stage technology, is benefiting this initial asset selection and screening process.
Portfolio Developments
Private Company Holdings
During the period, the majority of private companies in the investee portfolio have performed in line with expectations, despite the continued uncertainty within the UK economy surrounding the UK's intended exit from the European Union. Although there are, at present, no specific issues to highlight, the Manager will continue to monitor the situation closely.
It is encouraging to report on the continued improvement in trading within the oil & gas portfolio since the year end. After three years of exceptionally challenging market conditions the companies with exposure to this sector are reporting an upturn in activity and profitability, compared to the prior year, with forward order books projecting a continuation of this trend. The improvement in financial and operational performance reflects the cost cutting and restructuring measures, implemented by portfolio companies, with close support from Maven executives, at the onset of the downturn. As a result, each investee company is operating with a lean cost structure and limited or no external debt, which should provide stability as the recovery strengthens.
Elsewhere in the portfolio, a number of the established private company holdings have had their valuations increased to reflect improved performance.
Cursor Controls, a global leader in the design and manufacture of trackballs, trackpads and keyboards for use in specialist industrial applications, including health, defence and marine, continues to deliver good levels of organic growth. Performance was enhanced by the acquisition, in April 2016, of Belgian distributor NSI. The enlarged group continues to trade well with further commercial and operational synergies identified to support future growth and profitability. The balance sheet remains strong and the business continues to pay down its term debt.
Diversified renewable energy services group GEV has experienced strong growth over the past year, particularly in the US, through its largest division GEV Wind Power, which specialises in wind turbine blade maintenance. The US market opportunity is sizeable and the business is well positioned to capitalise on this over the coming year, having secured contracts with leading providers including MHI Vestas, Eon, Siemens and Invenergy. Management are also forecasting a strong performance in the UK and Europe during the year ahead.
In 2013, your Company participated in a syndicate led by Penta Capital to invest in Global Risk Partners, backing a highly experienced management team to pursue a buy & build strategy in the Lloyd's speciality insurance broking and managing general agent markets. Since the investment was made, significant progress has been achieved, including the addition of a commercial and private client division as well as the completion and integration of 28 separate acquisitions. The outlook for the new financial year is encouraging, with a strong pipeline of acquisition opportunities currently under review and further increases in profitability anticipated to feed through from improved margins.
Since Maven clients' investment in Just Trays in 2014, the UK's leading designer and manufacturer of shower trays and related accessories, the business has delivered steady performance. In line with a core business objective of new product development and innovation, the company has expanded its customer base and production volumes, as well as extending its product range, and was recently awarded a second 'Gold Award for Innovation in Design' at the prestigious Designer Kitchen and Bathroom Awards.
Vodat Communications Group supplies data networks, IP telephony, wi-fi solutions and fixed line connectivity to retail customers, with a solid blue chip customer base including Fat Face, Beaverbrooks and Welcome Break. Maven clients supported the management buy-out in 2012 and, since investment, the business has achieved positive growth and added a number of new customer contracts. During the period, Vodat completed the complementary acquisition of Axonex, a provider of specialist IT solutions, services and support specialising in unified communications, data centres, security and network infrastructure. The acquisition, which was funded through cash and bank debt, has created a number of cross selling opportunities to help deliver further growth for the enlarged group.
During the period, follow-on funding was provided to Rockar and QikServe. In both cases your Company invested as part of a syndicate, which included existing shareholders alongside the Maven managed VCTs. Given their stage of development, the requirement to provide further capital to earlier stage qualifying companies was anticipated at the time of initial investment and was reflected in the reduced size of total commitment, and by the strategy of co-investing alongside other VCT houses. In terms of valuation, all new development capital investments will continue to be held at cost, or cost less provision, until there is clear evidence of measurable progress or a quantifiable event from which a new valuation level can be validated.
As well as reflecting the positive trading performance highlighted above, your Board provided in full against the value of the holding in Lambert Contracts prior to it being placed into administration shortly after the period end. In addition, due to disappointing hotel membership take up at Chic Lifestyle, your Board has provided in full against the value of this holding.
Quoted Company Holdings
During the period, the most notable performers within the AIM portfolio were ClearStar, Ideagen and Water Intelligence where good trading updates have resulted in share price appreciation, generating significant value for your Company.
ClearStar floated on AIM in July 2014 and is a leading technology provider to the multi-billion employee screening and drug/medical testing markets. The company reported results for the full year ended 31 December 2017 that were in line with market expectations, demonstrating further operational and financial progress with revenues increasing
11% to $17.8 million, compared to $16.0 million in the prior year. The current year has started well, with a number of new customers secured and the integration with SAP's SuccessFactors Recruiting solution, which should be a significant new route-to-market for direct services having already delivered new clients. These contract wins underpin market expectations for the full year to 31 December 2018, which forecast the company to be profitable at the earnings line, with growth driven by multiple factors, including the general strength of the economy, government imposed restrictions on illegal workers and overseas expansion.
In the year to 30 April 2018, Ideagen delivered results that were again in line with expectations. The company recorded a 33% increase in revenue to £36.1 million and a 40% increase in adjusted EBITDA to £11.0 million. The organic growth rate of 11% was supplemented by the contribution from the acquisitions of Logen, Covalent, IPI and Pleasetech, which completed in the prior year. The company continued to strengthen the quality of revenues with significant growth in Service-as-a Software (SaaS) business as bookings increased by 174% with recurring revenue now accounting for 62% of turnover (57% in the previous year). This increase in revenue was driven by new and existing customer wins, with notable wins including Scandinavian Airlines, AirAsia, Lockheed Martin, Bayer Pharmaceuticals and Verizon. In addition, the company acquired Medforce, a company that has developed a product suite to support productivity and legal compliance through its workflow and information management tools. This business was acquired for $8.7 million in cash which was payable at completion and funded with a mixture of debt and cash. This acquisition represents Ideagen's first US purchase, a territory that has been identified as a key area of growth and which has generated over 50% of all new logo wins and 70% of all new SaaS wins in the first half of the current financial year.
Servoca reported a strong set of financial results for the year to 30 September 2017 that displayed further progress, with robust top and bottom line growth showing a 15.9% increase in sales to £80.2 million and a £500,000 improvement in adjusted EBITDA to £4.44 million. In addition, there has been operational progress with the establishment of a low cost off-shore capability to de-risk and meet the challenges experienced in NHS supply. The board and shareholders have elected to delist from AIM. This will create significant cost savings that will be utilised to fund future growth.
Water Intelligence continues to perform well, both in terms of share price and financial performance, as evidenced by the annual results for the year ended 31 December 2017. The company generated revenues of $17.6 million, an increase of 45% on $12.18 million last year, driven by the strong performance across all divisions. This delivered an underlying profit before tax of $1.7 million compared to $1.4 million in 2016. During the year, net debt increased to $1.25 million from $763,000 as at 31 December 2016 as the company secured credit from banks to fund acquisitions and a $250,000 working capital facility. Growth was principally organic and supplemented by the continued franchisee buy-backs in line with the company's stated growth strategy. In addition, the company raised £4.2 million in an oversubscribed placing at 195p per share. The funds will be used to finance the acquisition of the Louisville Kentucky franchise for $1.65 million and to provide additional working capital for further acquisition opportunities.
During the interim period, there were a number of corporate actions, with acquisitions completed by several portfolio companies and fund raisings by others including Access Intelligence, AorTech International, Dods Group, Egdon Resources, Ideagen, IGas, Infrastrata, Sinclair IS Pharma, Servoca, Vertu Motors, Vianet Group and Water Intelligence. In addition, Plant Impact was acquired by Croda Europe.
The investment trust portfolio has continued to trade well and generate income. This is particularly important in light of the restrictions introduced by the Finance Act 2016, which prevent non-qualifying investments in traditional instruments such as treasury bills or other government securities for liquidity management purposes.
New Investments
During the period, your Company provided development capital to four VCT qualifying private companies operating in growth markets:
• Curo Compensation is a developer and provider of a specialist software solution that manages the annual financial compensation cycle for mid-market corporate clients and reduces the complexity of manual processes. The platform provides an integrated solution encompassing budget allocations, eligibility criteria, bonus entitlement and salary benchmarking data, which can then be applied to salary awards, bonus payments and long-term incentive plan allocations. The technology is applicable to any sector, but existing clients are mainly in the legal and financial services sectors. The funding will be used to support the sales and marketing function to further develop the platform.
• eSafe Global is a provider of on-line monitoring software and services for the education sector, designed to safeguard school and college pupils from inappropriate on-line content, cyber bullying and other risks. Maven has known the eSafe team since 2015 and has developed an in-depth knowledge of the business. The funding will be used to support the organic growth of the business and to further enhance its technology and intellectual property.
• WaterBear Education has established a private music college specialising in offering university accredited undergraduate and post-graduate courses for the creative arts, primarily catering for musicians, singers, songwriters and those wishing to gain a well-rounded music industry education. The business is led by a high calibre management team with extensive experience of both the industry and music education, having previously founded the British and Irish Modern Music Institute, which has grown to be a market leader in its sector. The investment has been used to establish and launch the college, with Bachelor of Arts and Master of Arts university accredited courses available for student intake from September 2018.
• Lending Works is a provider of a peer-to-peer (P2P) platform that matches private and institutional lenders to individual borrowers. The company is well regarded by customers and partners as a responsible and ethical market leader, being the first major P2P platform to be fully authorised by the FCA, and the first to be authorised to provide an ISA offering. The business was established in 2012 and has grown to become the third largest P2P consumer lender in the UK. The investment by Maven VCT clients will enable the company to accelerate future growth.
The following investments have been completed during the reporting period:
|
Date |
Sector | Investment cost £'000 |
Website |
Unlisted |
|
|
|
|
Curo Compensation Limited | December 2017 | Software & computer services | 124 | www.curocomp.com |
eSafe Global Limited | December 2017 | Software & computer services | 224 | www.esafeglobal.com |
Rockar 2016 Limited (trading as Rockar)
| December 2017 | Software & computer services | 69 | www.rockar.com |
WaterBear Education Limited | February 2018 | Support services | 120 | www.waterbear.org.uk |
QikServe Limited | March 2018 | Software & computer services | 89 | www.qikserve.com |
Lending Works Limited | April 2018 | Software & computer services | 299 | www.lendingworks.co.uk |
Total unlisted
|
|
| 925 | Total unlisted |
Total investments |
|
| 925 |
|
At the period end, the portfolio stood at 84 unlisted and quoted investments, at a total cost of £26.51 million.
Realisations
In December 2017, the holding in SPS (EU) was exited for a total return of 2.5 times cost over the life of the investment. Maven clients first invested in SPS in February 2014, supporting the management buy-out from 4Imprint plc. Since investment, the business has successfully acquired and integrated two complementary businesses, implemented a valuable enterprise resource planning system and scaled internationally, particularly in Europe. SPS was sold to PF Concept International, the European subsidiary of US based consolidator PF Concept Group, which will enable the acquirer to expand its product offering throughout Europe and to strengthen its UK market position.
In February 2018, the holding in Endura was exited for a total return of 1.56 times cost over the holding period. Maven clients first invested in Endura, a leading designer and manufacturer of high performance cycling apparel and accessories, in 2014 as part of a syndicate led by Penta Capital. The company focusses on the mid to premium end of the market and sells its products in over thirty countries worldwide with the support of a number of world class sponsors. The sale to UK-based Pentland Group, which has a stable of global sports, outdoor and fashion brands including Berghaus, Canterbury, Speedo and Ellesse, represents an excellent strategic fit for Endura and will enable it to continue to expand its global brand and market presence.
As at the date of this report, the Manager is engaged with several investee companies and prospective acquirers at various stages of the negotiation process, although there can be no certainty that these discussions will result in profitable sales.
The table below gives details of all realisations achieved, and deferred considerations received, during the reporting period:
|
Year first invested |
Complete/ partial exit |
Cost of shares disposed of £'000 |
Value at 30 November 2017 £'000 |
Sales proceeds £'000 |
Realised gain/(loss) £'000 | Gain/(loss) over 30 November 2017 value £'000 |
Unlisted Endura Limited Martel Instrument Holdings Limited SPS (EU) Holdings Limited1 |
2014 2005 2014 |
Complete Partial Complete |
286 26 486 |
286 26 1,051 |
444 26 1,032 |
158 - 546 |
158 - (19) |
Total unlisted |
|
| 798 | 1,363 | 1,502 | 704 | 139 |
Quoted Bond International Software PLC Ideagen PLC Plant Impact PLC |
2004 2005 2010 |
Complete Partial Complete |
1 40 156 |
- 558 193 |
3 635 110 |
2 595 (46) |
3 77 (83) |
Total quoted |
|
| 197 | 751 | 748 | 551 | (3) |
Real estate investment trusts British Land Company PLC Custodian REIT PLC Schroder REIT Limited Standard Life IPIT Limited Target Healthcare REIT Limited |
2016 2016 2016 2016 2016 |
Complete Partial Complete Complete Complete |
99 36 99 99 98 |
104 38 104 103 98 |
107 38 104 101 96 |
8 2 5 2 (2) |
3 - - (2) (2)
|
Total real estate investment trusts |
|
| 431 | 447 | 446 | 15 | (1) |
|
|
|
|
|
|
|
|
Total disposals |
|
| 1,426 | 2,561 | 2,696 | 1,270 | 135 |
1 Proceeds exclude yield and redemption premiums received, which are disclosed as revenue for financial reporting purposes.
One AIM company was struck off the Register of Companies during the year, resulting in a realised loss of £350,000 (cost £350,000). This had no effect on the NAV of the Company as a full provision had been made against the value of the holding in a previous period.
Material Developments Since the Period End
Since 31 May 2018, two new private company holdings have been added to the portfolio.
• BioAscent Discovery is a drug discovery services business that was founded by former pharmaceutical executives with over 30 years' experience of delivering clinical drug candidates. The business operates from the former Merck Sharpe and Dohme R&D site at Newhouse, Scotland, which is a secure, state-of-the-art facility, housing client compound libraries ranging in size from a few thousand to a few hundred thousand compounds. The funding will be used to add complementary chemistry and biology services to the existing compound management service to create a high-value and highly differentiated integrated drug discovery offering.
• Bright Networks is a developer and provider of a media technology platform that enables medium and large sized companies to identify, reach and recruit high quality university graduates and young professionals. The platform currently supports a network of over 150,000 candidates and has a customer base of over 250 leading employers including Bloomberg, Marks and Spencer and Vodafone. The Maven client investment will support the development of the technology as well as supporting further business development and sales and marketing activities.
In addition, follow-on development capital funding was provided to Growth Capital Ventures, ITS Technology, The GP Service and Whiterock to assist with future growth.
Outlook
Based on the current level of new investment activity, it is expected that a meaningful number of holdings will be added during the second half of the financial year. This is consistent with the Company's strategy of increasing the portfolio by size and breadth to offer investors access to a diversified portfolio of growth companies, at different stages of evolution and development, that have the ability to continue to deliver growth and to generate long-term Shareholder returns.
Maven Capital Partners UK LLP
Manager
20 July 2018
Summary of Investment Changes
For the Six Months Ended 31 May 2018
| Valuation 30 November 2017
| Net investment/ (disinvestment)
| Appreciation/ (depreciation)
| Valuation 31 May 2018 | ||
| £'000 | % | £'000 | £'000 | £'000 | % |
Legacy Portfolio
Unlisted investments
Equities |
351 |
1.2 |
- |
- |
351 |
1.3 |
| 351 | 1.2 | - | - | 351 | 1.3 |
AIM/NEX |
9,279 |
31.7 |
(748) |
1,046 |
9,577 |
34.8 |
Total Legacy Portfolio | 9,630 | 32.9 | (748) | 1,046 | 9,928 | 36.1 |
Maven Portfolio |
|
|
|
|
| |
Unlisted investments |
|
|
|
|
| |
Equities | 5,635 | 19.3 | (401) | 686 | 5,920 | 21.5 |
Loan stocks | 6,393 | 21.9 | (176) | (205) | 6,012 | 21.8 |
| 12,028 | 41.2 | (577) | 481 | 11,932 | 43.3 |
AIM/NEX |
328 |
1.1 |
- |
(54) |
382 |
1.4 |
Investment trusts | 1,155 | 4.0 | (446) | (20) | 689 | 2.5 |
Total Maven Portfolio | 13,511 | 46.3 | (1,023) | 515 | 13,003 | 47.2 |
Total Portfolio |
23,141 |
79.2 |
(1,771) |
1,561 |
22,931 |
83.3 |
Cash |
6,331 |
21.6 |
(1,985) |
- |
4,346 |
15.8 |
Other assets | (234) | (0.8) | 478 | - | 244 | 0.9 |
Net assets | 29,238 | 100.0 | (3,278) | 1,561 | 27,521 | 100.0 |
|
| |||||
Ordinary Shares in issue | 76,461,087 |
|
| 75,677,587 | ||
Net asset value (NAV) per Ordinary Share | 38.24p |
|
| 36.37p | ||
Mid-market price | 32.50p |
|
| 30.90p | ||
Discount to NAV | 15.01% |
|
| 15.04% | ||
Investment Portfolio Summary
As at 31 May 2018
Investment |
Valuation £'000 |
Cost £'000 |
% of total assets |
% of equity held | % of equity held by other clients¹ |
Unlisted |
|
|
|
|
|
JT Holdings (UK) Limited (trading as Just Trays) | 1,062 | 696 | 3.9 | 7.7 | 22.3 |
Glacier Energy Services Holdings Limited | 643 | 643 | 2.3 | 2.5 | 25.2 |
Maven Co-invest Endeavour Limited Partnership | 606 | 303 | 2.2 | 5.9 | 94.1 |
(invested in Global Risk Partners)2 |
|
|
|
|
|
Fathom Systems Group Limited | 593 | 593 | 2.2 | 6.7 | 53.3 |
Ensco 969 Limited (trading as DPP) | 584 | 515 | 2.1 | 2.2 | 32.3 |
Horizon Cremation Limited | 560 | 560 | 2.0 | 3.1 | 19.1 |
Rockar 2016 Limited (trading as Rockar) | 551 | 551 | 2.0 | 3.0 | 12.6 |
CB Technology Group Limited | 521 | 521 | 1.9 | 10.6 | 68.3 |
Castlegate 737 Limited (trading as Cursor Controls) | 519 | 274 | 1.9 | 2.8 | 44.7 |
Flow UK Holdings Limited | 498 | 498 | 1.8 | 6.0 | 29.0 |
The GP Service (UK) Limited | 498 | 498 | 1.8 | 6.2 | 26.3 |
Vodat Communications Group Limited | 476 | 264 | 1.7 | 2.0 | 24.9 |
CatTech International Limited | 468 | 299 | 1.7 | 2.9 | 27.2 |
GEV Holdings Limited | 435 | 336 | 1.6 | 2.1 | 33.9 |
QikServe Limited | 388 | 388 | 1.4 | 2.7 | 16.2 |
Cambridge Sensors Limited | 342 | 1,184 | 1.2 | 13.0 | - |
RMEC Group Limited | 308 | 308 | 1.1 | 2.0 | 48.1 |
Lending Works Limited | 299 | 299 | 1.1 | 2.8 | 16.8 |
ITS Technology Group Limited | 299 | 299 | 1.1 | 2.6 | 25.6 |
Contego Solutions Limited (trading as NorthRow) | 299 | 299 | 1.1 | 2.6 | 13.0 |
ADC Biotechnology Limited | 298 | 298 | 1.1 | 2.2 | 12.7 |
HCS Control Systems Group Limited | 269 | 373 | 1.0 | 3.0 | 33.5 |
R&M Engineering Group Limited | 268 | 357 | 1.0 | 4.0 | 66.6 |
eSafe Global Limited | 224 | 224 | 0.8 | 4.3 | 27.8 |
Whiterock Group Limited | 209 | 209 | 0.8 | 4.5 | 20.5 |
ISN Solutions Group Limited | 159 | 250 | 0.6 | 3.6 | 51.4 |
ebb3 Limited | 150 | 150 | 0.5 | 3.5 | 21.0 |
Cognitive Geology Limited | 149 | 149 | 0.5 | 1.9 | 10.6 |
Growth Capital Ventures Limited | 144 | 144 | 0.5 | 4.0 | 26.5 |
Martel Instruments Holdings Limited | 132 | 132 | 0.5 | - | 44.3 |
Curo Compensation Limited | 124 | 124 | 0.5 | 1.6 | 13.8 |
WaterBear Education Limited | 120 | 120 | 0.4 | 4.5 | 39.2 |
DMack Limited | 45 | 271 | 0.2 | 26.2 | 27.4 |
Space Student Living Limited | 35 | - | 0.1 | 5.6 | 74.5 |
Other unlisted investments | 8 | 2,023 | - |
|
|
Total unlisted | 12,283 | 14,152 | 44.6 |
|
|
Investment Portfolio Summary (Continued)
As at 31 May 2018
Investment |
Valuation £'000 |
Cost £'000 |
% of total assets |
% of equity held | % of equity held by other clients¹ |
Quoted |
|
|
|
|
|
Ideagen PLC (formerly Datum International PLC) | 3,850 | 219 | 14.0 | 1.5 | 0.3 |
Water Intelligence PLC | 1,320 | 309 | 4.7 | 3.8 | - |
Servoca PLC | 470 | 612 | 1.6 | 2.9 | - |
Vianet Group PLC (formerly Brulines Group PLC) | 411 | 405 | 1.5 | 1.2 | 0.3 |
Concurrent Technologies PLC | 390 | 161 | 1.4 | 0.7 | - |
ClearStar Inc | 382 | 435 | 1.4 | 2.1 | - |
K3 Business Technology Group PLC | 350 | 238 | 1.3 | 0.6 | - |
Access Intelligence PLC | 324 | 362 | 1.2 | 2.3 | - |
Synectics PLC (formerly Quadnetics Group PLC) | 283 | 308 | 1.0 | 0.8 | - |
Anpario PLC (formerly Kiotech International PLC) | 281 | 69 | 1.0 | 0.3 | - |
Vectura Group PLC | 263 | 153 | 1.0 | - | - |
Netcall PLC | 210 | 26 | 0.8 | 0.2 | - |
Sinclair Pharma PLC (formerly IS Pharma PLC) | 200 | 405 | 0.7 | 0.2 | - |
Avingtrans PLC | 190 | 54 | 0.7 | 0.5 | - |
Dods Group PLC | 185 | 450 | 0.7 | 0.4 | - |
EKF Diagnostics Holdings PLC | 185 | 85 | 0.7 | 0.1 | - |
Croma Security Solutions Group PLC | 161 | 433 | 0.6 | 0.9 | - |
Sprue Aegis PLC | 98 | 35 | 0.4 | 0.3 | - |
Omega Diagnostics Group PLC | 72 | 130 | 0.3 | 0.5 | - |
Egdon Resources PLC | 69 | 48 | 0.3 | 0.3 | - |
Amerisur Resources PLC | 56 | 53 | 0.2 | - | - |
Premier Oil PLC | 48 | 169 | 0.2 | - | - |
Vertu Motors PLC | 41 | 50 | 0.1 | - | - |
Peninsular Gold Limited | 36 | 300 | 0.1 | 0.7 | - |
AorTech International PLC | 23 | 229 | 0.1 | 1.3 | - |
MBL Group PLC | 17 | 357 | 0.1 | 1.4 | - |
IGas Energy PLC | 17 | 184 | 0.1 | - | - |
Transense Technologies PLC | 13 | 1,188 | - | 0.3 | - |
Infrastrata PLC | 7 | 2,264 | - | 0.5 | - |
Other quoted investments | 7 | 2,024 | - |
|
|
Total quoted | 9,959 | 11,755 | 36.2 |
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Investment Portfolio Summary (Continued)
As at 31 May 2018
Investment |
Valuation £'000 |
Cost £'000 |
% of total assets |
% of equity held | % of equity held by other clients¹ |
Private equity investment trusts HgCapital Trust PLC |
131 |
100 |
0.5 |
- |
0.1 |
F&C Private Equity Investment Trust PLC | 125 | 102 | 0.4 | 0.1 | 0.3 |
Princess Private Equity Holding Limited | 119 | 98 | 0.4 | - | 0.1 |
Apax Global Alpha Limited | 101 | 99 | 0.4 | - | 0.1 |
Standard Life Private Equity Trust PLC | 53 | 43 | 0.2 | - | - |
Total private equity investment trusts | 529 | 442 | 1.9 |
|
|
Real estate investment trusts |
|
|
|
|
|
Regional REIT Limited | 88 | 99 | 0.3 | - | 0.2 |
Custodian REIT PLC | 72 | 64 | 0.3 | - | 0.2 |
Total real estate investment trusts | 160 | 163 | 0.6 |
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|
|
|
|
|
|
|
Total investments | 22,931 | 26,512 | 83.3 |
|
|
¹ Other clients of Maven Capital Partners UK LLP.
2 % of equity held in enlarged group is 0.27%.
Income Statement
For the Six Months Ended 31 May 2018
| Six months ended 31 May 2018 (unaudited) | Six months ended 31 May 2017 (unaudited) | Year ended 30 November 2017 (audited) | ||||||
| Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 |
Gains on investments | - | 1,561 | 1,561 | - | 2,345 | 2,345 | - | 3,636 | 3,636 |
Income from investments | 314 | - | 314 | 362 | - | 362 | 770 | - | 770 |
Other income | 12 | - | 12 | 5 | - | 5 | 11 | - | 11 |
Investment management | (107) | (319) | (426) | (61) | (184) | (245) | (232) | (696) | (928) |
fees |
|
|
|
|
|
|
|
|
|
Other expenses | (122) | - | (122) | (121) | - | (121) | (277) | - | (277) |
Net return on ordinary | 97 | 1,242 | 1,339 | 185 | 2,161 | 2,346 | 272 | 2,940 | 3,212 |
activities before taxation |
|
|
|
|
|
|
|
|
|
Tax on ordinary activities |
(4) |
4 |
- |
(12) |
12 |
- |
(20) |
20 |
- |
Return attributable to Equity Shareholders | 93 | 1,246 | 1,339 | 173 | 2,173 | 2,346 | 252 | 2,960 | 3,212 |
Earnings per share (pence) |
0.12 |
1.64 |
1.76 |
0.22 |
2.82 |
3.04 |
0.33 |
3.85 |
4.18 |
All gains and losses are recognised in the Income Statement.
All items in the above statement are derived from continuing operations. The Company has only one class of business and one reportable segment, the results of which are set out in the Income Statement and Balance Sheet. The Company derives its income from investments made in shares and other securities.
There are no potentially dilutive capital instruments in issue and, therefore, no diluted earnings per share figures are relevant. The basic and diluted earnings per share are, therefore, identical.
The accompanying Notes are an integral part of the Financial Statements.
Statement of Changes in Equity
For Six Months Ended 31 May 2018
Six months ended 31 May 2018 (unaudited)
|
Share capital £'000 | Share premium account £'000 | Capital reserve realised £'000 | Capital reserve unrealised £'000 | Special distributable reserve £'000 | Capital redemption reserve £'000 |
Revenue reserve £'000 |
Total £'000 |
At 30 November 2017 Net return | 7,646 - | 8,816 - | (23,276) 605 | (4,222) 641 | 37,918 - | 3,633 - | (1,277) 93 | 29,238 1,339 |
Dividends paid | - | - | (2,800) | - | - | - | - | (2,800) |
Repurchase and cancellation of shares | (78) | - | - | - | (256) | 78 | - | (256) |
At 31 May 2018 | 7,568 | 8,816 | (25,471) | (3,581) | 37,662 | 3,711 | (1,184) | 27,521 |
Six months ended 31 May 2017 (unaudited)
|
Share capital £'000 | Share premium account £'000 | Capital reserve realised £'000 | Capital reserve unrealised £'000 | Special distributable reserve £'000 | Capital redemption reserve £'000 |
Revenue reserve £'000 |
Total £'000 |
At 30 November 2016 Net return | 7,711 - | 8,816 - | (21,537) 134 | (5,539) 2,039 | 38,137 - | 3,568 - | (1,145) 173 | 30,011 2,346 |
Dividends paid | - | - | (1,156) | - | - | - | (154) | (1,310) |
Repurchase and cancellation of shares | (25) | - | - | - | (86) | 25 | - | (86) |
At 31 May 2017 | 7,686 | 8,816 | (22,559) | (3,500) | 38,051 | 3,593 | (1,126) | 30,961 |
Year ended 30 November 2017 (audited)
|
Share capital £'000 | Share premium account £'000 | Capital reserve realised £'000 | Capital reserve unrealised £'000 | Special distributable reserve £'000 | Capital redemption reserve £'000 |
Revenue reserve £'000 |
Total £'000 |
At 30 November 2016 Net return | 7,711 - | 8,816 - | (21,537) 1,643 | (5,539) 1,317 | 38,137 - | 3,568 - | (1,145) 252 | 30,011 3,212 |
Dividends paid | - | - | (3,382) | - | - | - | (384) | (3,766) |
Repurchase and cancellation of shares | (65) | - | - | - | (219) | 65 | - | (219) |
At 30 November 2017 | 7,646 | 8,816 | (23,276) | (4,222) | 37,918 | 3,633 | (1,277) | 29,238 |
The accompanying Notes are an integral part of the Financial Statements.
Balance Sheet
As at 31 May 2018
| 31 May 2018 (unaudited) £'000 | 31 May 2017 (unaudited) £'000 | 30 November 2017 (audited) £'000 |
Fixed assets Investments at fair value through profit or loss
Current assets Debtors Cash |
22,931
454 4,346 |
27,513
257 3,232 |
23,141
321 6,331 |
| 4,800 | 3,489 | 6,652 |
Creditors |
|
|
|
Amounts falling due within one year | (210) | (41) | (555) |
Net current assets | 4,590 | 3,448 | 6,097 |
Net assets | 27,521 | 30,961 | 29,238 |
Capital and reserves |
|
|
|
Called up share capital | 7,568 | 7,686 | 7,646 |
Share premium account | 8,816 | 8,816 | 8,816 |
Capital reserve - realised | (25,471) | (22,559) | (23,276) |
Capital reserve - unrealised | (3,581) | (3,500) | (4,222) |
Special distributable reserve | 37,662 | 38,051 | 37,918 |
Capital redemption reserve | 3,711 | 3,593 | 3,633 |
Revenue reserve | (1,184) | (1,126) | (1,277) |
Net assets attributable to Ordinary Shareholders | 27,521 | 30,961 | 29,238 |
Net asset value per Ordinary Share (pence) |
36.37 |
40.28 |
38.24 |
The Financial Statements were approved and authorised for issue by the Board of Directors on 20 July 2018 and were signed on its behalf by:
Allister Langlands
Chairman
The accompanying Notes are an integral part of the Financial Statements.
Cash Flow Statement
For the Six Months Ended 31 May 2018
| Six months ended 31 May 2018 (unaudited) £'000 | Six months ended 31 May 2017 (unaudited) £'000 | Year ended 30 November 2017 (audited) £'000 |
Net cash flows from operating activities | (809) | (528) | (927) |
Cash flows from investing activities |
|
|
|
Investment income received | 284 | 309 | 664 |
Deposit interest received | 12 | 5 | 11 |
Purchase of investments | (925) | (1,205) | (2,452) |
Sale of investments | 2,590 | 1,944 | 8,836 |
Net cash flows from investing activities | 1,961 | 1,053 | 7,059 |
Cash flows from financing activities |
|
|
|
Equity dividends paid | (2,800) | (1,310) | (3,766) |
Repurchase of Ordinary Shares | (337) | (86) | (138) |
Net cash flows from financing activities | (3,137) | (1,396) | (3,904) |
|
|
|
|
Net (decrease)/increase in cash | (1,985) | (871) | 2,228 |
Cash at beginning of period |
6,331 |
4,103 |
4,103 |
Cash at end of period | 4,346 | 3,232 | 6,331 |
The accompanying Notes are an integral part of the Financial Statements.
Notes to the Financial Statements
1. Accounting Policies
The financial information for the six months ended 31 May 2018 and the six months ended 31 May 2017 comprises non-statutory accounts within the meaning of the Companies Act 2006. The financial information contained in this report has been prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended 30 November 2017, which have been filed at Companies Houses and which contained an Auditor's Report which was not qualified and did not contain a statement under S498(2) or S498(3) of the Companies Act 2006.
2. Reserves
Share premium account
The share premium account represents the premium above nominal value received by the Company on issuing shares net of issue costs.
Capital reserves
Gains or losses on investments realised in the year that have been recognised in the Income Statement are transferred to the capital reserve realised account on disposal. Furthermore, any prior unrealised gains or losses on such investments are transferred from the capital reserve unrealised account to the capital reserve realised account on disposal.
Increases and decreases in the fair value of investments are recognised in the Income Statement and are then transferred to the capital reserve unrealised account. The capital reserve realised account also represents capital dividends, capital investment management fees and the tax effect of capital items.
Special distributable reserve
The total cost to the Company of the repurchase and cancellation of shares is represented in the special distributable reserve account.
Capital redemption reserve
The nominal value of shares repurchased and cancelled is represented in the capital redemption reserve.
Revenue reserve
The revenue reserve represents accumulated profits retained by the Company that have not been distributed to Shareholders as a dividend.
3. Return per Ordinary Share | Six months ended 31 May 2018 |
The returns per share have been based on the following figures: Weighted average number of Ordinary Shares
Revenue return Capital return |
75,997,098
£93,000 £1,246,000 |
Total return | £1,339,000 |
Directors' Responsibility Statement
The Directors confirm that, to the best of their knowledge:
• the Financial Statements for the six months ended 31 May 2018 have been prepared in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland;
• the Interim Management Report, comprising the Chairman's Statement and the Investment Manager's Interim Review, includes a fair review of the information required by DTR 4.2.7R in relation to the indication of important events during the first six months, and of the principal risks and uncertainties facing the Company during the second six months, of the year ending 30 November 2018; and
• the Interim Management Report includes adequate disclosure of the information required by DTR 4.2.8R in relation to related party transactions and any changes therein.
By order of the Board
Maven Capital Partners UK LLP
Secretary
20 July 2018