Last checked at 
14 Apr 2016 16:46
MOBEUS Income & Growth VCT plc
Annual Financial Results of the Company for the Year ended 31 DECEMBER 2015
Financial Highlights
Results for the year ended 31 December 2015
- | Net asset value ("NAV") total return per share for the year was 8.1% while the share price total return per share for the year was 12.2%. |
|
|
- | Shareholders received an interim dividend of 3.00 pence per share in September 2015 and are being asked to approve a final dividend of 7.00 pence per share. This dividend, to be paid on 31 May 2016, will bring total dividends paid per share in respect of the year to 10.00 pence. Cumulative dividends paid per share from inception of the Company to date will increase to 81.30 pence. |
|
|
- | The Company invested a total of £10.72 million into a broad range of companies during the year, comprising four new investments into Media Business Insight, Jablite, Tushingham and Access IS and two further investments into existing portfolio companies. |
|
|
- | A total of £6.92 million was received as net cash proceeds from two major realisations, compared with a total cost of £1.53 million. |
|
|
- | A successful fundraising in 2015 raised £15.00 million (before costs) for the Company. |
PERFORMANCE SUMMARY
The net asset value per share of the Company at 31 December 2015 was 97.54 pence
The table below shows the recent past performance of the original fundraising launched in October 2004. Performance data for all fundraising rounds and for former Matrix Income & Growth 3 VCT shareholders will be shown in the Performance Data appendix at the back of the published Annual Report.
Reporting date
| Net assets
| NAV per share
| Share price (mid-market | Cumulative dividends paid per share
| Cumulative total return per share to shareholders 2 | Dividends per share in respect of the year
| |
price)1 | (NAV basis) | (Share Price basis) | |||||
As at 31 December | (£m) | (p) | (p) | (p) | (p) | (p) | (p) |
2015 | 74.11 | 97.54 | 86.50 | 74.30 | 171.84 | 160.80 | 10.00 3 |
2014 | 60.41 | 99.44 | 86.00 | 64.30 | 163.74 | 150.30 | 24.00 |
2013 | 54.27 | 102.18 | 87.50 | 44.05 | 146.23 | 131.55 | 7.25 |
2012 | 43.29 | 94.22 | 80.50 | 38.05 | 132.27 | 118.55 | 7.00 |
2011 | 40.73 | 95.59 | 78.75 | 26.80 | 122.39 | 105.55 | 6.75 |
1 Source: London Stock Exchange.
2 Cumulative total return per share comprises either the NAV per share (NAV basis) or the mid-market price per share (Share Price basis), plus cumulative dividends paid since launch in October 2004.
3 This figure of 10.00 pence includes the proposed final dividend of 7.00 pence per share referred to in the Financial Highlights above, payment of which will reduce the NAV per share from the 31 December 2015 figure of 97.54 pence by the amount of the dividend.
Discount of share price to NAV -The discount to NAV of the Company's share price at 31 December 2015 was 7.9% as the share price was based on the NAV per share at 30 September 2015 of 93.90 pence, which was the latest published figure at that time.
Chairman's Statement
I am pleased to present the annual results of Mobeus Income & Growth VCT plc for the year ended 31 December 2015.
This has been another good year for the Company, due to profitable realisations, relatively strong portfolio performance and a high level of new investment.
The Finance (No 2) Act 2015, which became law last November, requires changes to the type of investments that the Company is now permitted to make. These changes will require the current Investment Policy to be amended which, in turn, will require shareholder approval. For further information please see "Industry developments" and "Changes to the Investment Policy" below.
Performance
The NAV total return per share for the year ended 31 December 2015 was 8.1% (2014: 17.1%) (being the closing NAV plus dividends paid in the year, divided by opening NAV) while the share price total return was 12.2% (2014: 21.4%). As a result of this performance, the NAV cumulative total return per share (being the closing NAV plus total dividends paid to date since launch) rose during the year by 4.9% from 163.74 pence to 171.84 pence.
The positive NAV return for the year was generated by strong performances from a number of portfolio companies notably Entanet, Virgin Wines and Jablite and by substantial realised gains from the sales of Tessella and Westway. These two realisations produced overall returns on original cost of 2.8 times for Tessella and 6.7 times for Westway.
Dividends
Your Company paid an interim dividend of 3.00 pence per share to shareholders on 17 September 2015. The Directors are now proposing a final dividend in respect of 2015 of 7.00 pence per share, comprising 6.00 pence per share from capital and 1.00 penny per share from income. This dividend will be paid on 31 May 2016 to shareholders on the Register on 29 April 2016.
Once this payment has been made, total dividends in respect of the year will be 10.00 pence (2014: 24.00 pence) per share, bringing cumulative dividends paid since inception in 2004 to 81.30 pence (2014: 71.30 pence) per share.
The Company's target of paying a dividend of at least 4.00 pence per share in respect of each financial year has been comfortably exceeded in each of the last six years. A full dividend history will be contained in the Performance Data appendix at the back of the published Annual Report.
Investment portfolio
The VCT maintained a healthy rate of new investment, investing a total of £10.72 million (including £6.81 million which was previously held in five companies preparing to trade). £9.23 million related to investments into four new companies, namely Media Business Insight, Jablite, Tushingham Sails and Access IS. A further £1.49 million was invested into existing portfolio companies. Following the year-end, a new investment of £1.09 million was made into a business called Redline Securities Limited (trading as Redline Assured Security, "Redline").
Full details of all of these transactions are included in the Investment Adviser's Review below.
The Company received cash proceeds in the year of £10.28 million from fifteen companies which were either sold or repaid loans. Within this figure, the two full realisations realised proceeds of £6.92 million, which was £3.78 million greater than their aggregate value at the beginning of the year. Realised gains over the original cost of the two investments sold totalled £5.39 million. The Company's performance also benefitted from net unrealised valuation gains in the year, reflecting progress within the portfolio generally.
The investment portfolio was valued at £51.36 million (2014: £33.36 million) at the year-end, representing 102.6% (2014: 103.4%) of cost.
Review of longer term performance
Shareholders who invested in 2004 at the launch of the Company have seen a cumulative total NAV return of 171.84 pence per share compared with their initial investment cost of 100.00 pence per share, or a net cost (after initial income tax relief of 40.00 pence) of 60.00 pence per share. As part of this return, 74.30 pence per share in dividends has been paid to shareholders. This represents an average annual dividend yield on the initial 100.00 pence investment of 6.6% and 11.0% on the adjusted investment cost of 60.00 pence (net of 40.00 pence of initial income tax relief). The balance of the total return is the underlying NAV of 97.54 pence per share.
The Board also regularly reviews the Company's total (income and capital) return performance on both a NAV and Share Price basis compared to its peer group. Based on the latest statistics prepared by Morningstar at 31 March 2016, the Company was ranked fifth on a NAV total return basis and fifteenth on a Share Price total return basis out of 31 generalist (including planned exit) VCTs monitored by the Association of Investment Companies ("AIC") over the last ten years. The Board believes this to be a satisfactory performance.
Performance incentive arrangements
As reported in the Half-Year Report, a number of clarifications to the existing Performance Incentive Agreement ("the Agreement") were agreed last year between the Board and Mobeus, which have applied from the start of 2015. No incentive fee is payable in respect of 2015 under the Agreement.
Since the Half-Year Report was published, an ex-gratia Performance Bonus Payment of £250,000 to Mobeus was approved by shareholders at a general meeting on 3 September 2015 and has been included in these results. This payment was in recognition of shortcomings in the wording of the Agreement and the exceptional returns and profitable realisations achieved over the eighteen months to the end of 2014.
Industry developments
The Finance (No 2) Act for 2015 became law on 18 November 2015. This has introduced rules designed to ensure that VCTs comply with new European Union ("EU") State Aid rules, while remaining able to provide finance to small and growing businesses ("new VCT Rules").
The UK's VCT scheme must comply with the EU State Aid rules, as the tax relief given to investors is deemed to be State Aid to the companies in which the VCTs invest.
The new VCT Rules have introduced new criteria regarding:
- | the maximum age of companies that are eligible for investments (generally seven years); |
|
|
- | besides an annual limit of £5 million, already in place, there is now also a lifetime cap on the total amount of state aided risk finance investment a company can receive (generally £12 million); and |
|
|
- | a requirement that VCT investment is to be used for growth and development purposes only. |
Impact on the Company's Investment Policy
These new rules apply to all new investments. Accordingly, investments made to finance the purchase of existing business owners' shareholdings and the acquisition of businesses will no longer be permitted. Previous legislation had prevented such transactions by VCTs only if they used funds raised after 5 April 2012. The new VCT Rules have extended this restriction firstly, to apply to previously exempted monies raised prior to 5 April 2012 and secondly, to prevent such investment, even if it would be a non-qualifying holding. Therefore, the new rules will not only reduce the range and size of potential investments but will also prevent the Company's future participation in funding management buyout ("MBO") transactions. However, importantly, such investments that have already been made remain qualifying investments as part of our investment portfolio.
The new VCT Rules now require the VCT to re-adjust its focus for new investments to provide growth capital to younger companies. This will gradually alter the balance of the portfolio of the Company over time. Meanwhile, the UK Government has also announced an intention to permit VCTs to provide some replacement capital finance within investments, subject to agreement with the EU State Aid authorities. If this comes to pass, it would re-enlarge the pool of possible investment opportunities for VCTs compared to the more restricted regime that now applies under the new VCT Rules.
How could these changes affect returns?
In the Board's view, the change in focus to investment in younger, smaller companies requiring growth (and possibly, in the future, some replacement) capital carries not only a higher risk, but also the prospect of more variable returns. Generating the level of consistently high returns achieved over the last six years in particular is likely to be more challenging.
Shareholders should note that the nature of the more restrictive range and size of new potential investments is likely to reduce gradually the overall income yield on the portfolio as a whole, although there should be a commensurate increase in the level of capital returns albeit with a more volatile profile.
However, shareholders should note that the existing portfolio is comprised almost exclusively of MBO investments whose full potential should be realised over the next five years or so and thus changes to the balance of the portfolio and therefore to the risk and reward metrics are likely to be gradual.
How is the Company responding?
In conjunction with the Investment Adviser, the Board has undertaken an in-depth evaluation of the likely size and nature of the potential investment opportunities available to the Company under the new VCT Rules, together with the returns that might be achieved, based on historical evidence. Along with the Investment Adviser, the Board has established that the market size and potential for sourcing investment opportunities under the new VCT Rules is sufficiently large. The Board is very pleased to note, also, that the Investment Adviser is recruiting additional investment personnel who have extensive experience in the provision of growth capital to younger, smaller companies. Based upon these discussions and developments to date, allied to the record of past returns achieved, the Board has concluded that the Investment Adviser should be well placed, over time, to apply its measured approach, taking account of the new VCT Rules, in order to continue to generate attractive returns in the future.
Changes to the Investment Policy
The new VCT legislation discussed above requires revisions to the Company's current Investment Policy (the "Policy") which, in turn, will require the approval by shareholders of an ordinary resolution that will be proposed at the Annual General Meeting. Although the proposed changes to the Policy appear substantial the underlying principles are broadly similar with one main exception. Currently, the Policy makes particular reference to investing in MBO transactions which we propose to remove as VCTs are no longer permitted to fund them. In addition, the proposed Policy removes references to specific VCT legislation. This has been replaced with a commitment that every investment will meet the requirements of the prevailing VCT legislation. This change should obviate the need to amend the Policy each time VCT legislation changes which can be a time consuming and costly process. These amendments should ensure that your Company complies with the new EU State Aid Rules and thereby continues to retain its VCT qualifying status. The potential impact of these amendments on the VCT's portfolio and investment risk are set out in the previous sections under "Industry developments".
The Board is recommending that shareholders approve the new Policy.
Your Directors continue to work closely with Mobeus and our other professional advisers to understand the full implications of the new VCT Rules, so as to apply the revised Policy at a detailed, practical level. There remain many detailed points to be clarified in interpreting the new legislation. We are optimistic that this process will be partly assisted by HM Revenue & Customs' ("HMRC") publication of its Guidelines on the interpretation of the new legislation, which is expected shortly. Practical experience in applying the Guidelines to particular transactions will also be needed.
Board changes
The Board was pleased to appoint Clive Boothman as a non-executive Director of the Company with effect from 1 August 2015. Clive has had extensive and relevant experience of the retail investment market, as can be seen from his biography on the Company's website and to be published in the Annual Report. Shareholders will have the opportunity to ratify his appointment at the forthcoming Annual General Meeting, to be held on 23 May 2016.
Tom Sooke has decided not to seek re-election at the forthcoming Annual General Meeting and will therefore be leaving the Board with effect from the close of the meeting. Tom provided strong and decisive leadership to the Audit Committee from the inception of the Company in October 2004 until he relinquished the chair last year. In recent years, Tom has served, also, as the Senior Independent Director. The Board has benefitted enormously from his wealth of experience and the extensive knowledge which he brought to its discussions and deliberations.
Catherine Wall succeeded Tom Sooke as Chairman of the Audit Committee with effect from 1 July 2015 and the Board has agreed that Bridget Guérin will assume the role of Senior Independent Director on Tom's retirement from the Board.
Buybacks of the Company's own shares
During the year ended 31 December 2015, the Company made one purchase of its shares, buying back 31,723 shares in June 2015. The buyback represented 0.1% of the issued share capital of the Company at the beginning of the year. The shares bought back were subsequently cancelled by the Company.
Fundraising
The Company participated, alongside the other three Mobeus advised VCTs, in a successful 2014/15 fundraising. The Company's Offer closed earlier than planned, on 10 March 2015, having raised the full amount offered for subscription by the Company of £15.00 million.
Annual fundraisings by the Company have provided it with a satisfactory level of liquidity sufficient to pursue its Objective and meet the Company's running costs. The level of cash or near cash resources held by the Company as at 31 December 2015, including the liquidity held by companies preparing to trade, was £35.38 million. Given that the unexpected changes in the VCT Rules are likely now to slow down the rate of new investment, in the short to medium term, the Board regards this level of liquidity as on the high side while noting that the proposed final dividend, if agreed, will reduce cash balances by £5.32 million. Accordingly, the Board is not anticipating that there will be further fundraising until existing levels of liquidity are reduced and the likely level of future deal flow under the new VCT Rules is clearer.
Annual General Meeting
The next Annual General Meeting of the Company will be held at 2.00 pm on Monday, 23 May 2016 at 33 St James's Square, London SW1Y 4JS. Both the Board and the Investment Adviser look forward to welcoming shareholders to the meeting which will include a presentation from the Investment Adviser on the investment portfolio. Shareholders are encouraged to attend and to ask questions of the Board and the Investment Adviser. The business to be considered at the meeting includes a resolution to amend the Company's Investment Policy as referred to above. The Notice of the meeting is included and an explanation of the resolutions to be proposed will be included in the published Annual Report.
Industry awards for the Investment Adviser
We are delighted to report that the Investment Adviser was named VCT Manager of the Year for the fourth consecutive year at the unquote" British Private Equity Awards 2015 and also received the award for Exit of the Year for Focus Pharma. This was in addition to being awarded VCT Manager of the Year by Investor Allstars. These three awards recognise the continuing high level of consistency achieved by the Investment Adviser in maintaining high standards in all areas of its activity including deals, exits, portfolio management and fundraising.
Shareholder event
This year's annual shareholder event was held on Tuesday, 26 January 2016 at the Royal Institute of British Architects in Central London. The event included presentations on the Mobeus advised VCTs' investment activity and performance. There were separate day-time and evening sessions. We have received positive feedback from many of those who attended the event and were pleased to hear that the overall impression of attendees was that they found the day informative and worthwhile.
Future prospects
The global economy is facing a particularly uncertain future at this point in time as has been reflected in the recent turbulence in financial markets. Despite these headwinds and the added uncertainty generated by the forthcoming EU referendum, the outlook for the UK economy continues to look relatively resilient. If the Government's predicted growth rate of 2.0% for the UK economy in 2016 transpires, the existing portfolio should make further steady progress.
It would seem reasonable to expect a reduction in the level of new investment, as the Investment Adviser identifies and evaluates opportunities that comply with the requirements of the new legislation. The Board is therefore pleased to note the completion of the first investment under the new VCT legislation since the year-end, in Redline.
The Board is confident that the Investment Adviser will be able to tailor its investment approach to comply with the new VCT Rules. Meanwhile, the existing portfolio continues to perform well and provide a good foundation for future performance.
Finally, I would like to take this opportunity to thank all shareholders for their continued support.
Keith Niven
Chairman
INVESTMENT ADVISER'S REVIEW
This has been another strong year for the investment portfolio. The market continued to provide a healthy pipeline of good investment opportunities and conditions have been favourable for both new investment and realisations. The portfolio is performing well as is demonstrated by the fact that its valuation has increased by 18.9% during the year on a like-for-like basis. Many of the companies in the portfolio are strongly cash generative and have made partial repayments of their loan stock during the year.
Investments remain spread across a number of sectors, primarily in support services, general retailers, media, fixed-line telecommunications and software and computer services.
The new VCT Rules have required all VCTs to reconsider the type of investments that they can make in future. This process is not yet complete, and we anticipate a phase of familiarisation with the practical application of the rules to prospective opportunities. The new environment in which your Company is now operating is better defined than it was when first announced (but further clarity is needed) and this will support the Company in applying its Investment Policy at a detailed level to be consistent with the new VCT Rules. We have been able to make our first investment under the new VCT Rules in February 2016.
As another part of our response to the changes, we intend to recruit additional investment professionals who will focus primarily upon growth capital transactions and supplement our current resources. We are pleased to have already recruited a senior experienced individual to head up this team, who has a good track record of profitable investments in the VCT and growth capital sector.
The Company made four new investments in the year and two excellent realisations were delivered towards the year-end. Tessella achieved an overall return of 2.8 times original cost over the three and a half year period that the investment was held whilst Westway achieved an overall return of 6.7 times original cost.
New investment
A total of £10.72 million was invested during the year under review. This comprised new investments into Media Business Insight ("MBI"), Jablite, Tushingham and Access IS, and two follow-on investments in Entanet and CGI Creative Graphics International.
Principal new investments in the year
Company | Business | Date of investment | Amount of investment (£m) |
| ||
Media Business Insight | Events and Publishing | January 2015 | 3.28* |
| ||
MBI is a publishing and events business focused on the creative production industries, specifically advertising, TV production and film. Based in Shoreditch, East London, the company comprises four distinct brands. The investment represented an attractive opportunity to invest in a sector-leading company underpinned by strong recurring revenues from subscriptions and events. The company's latest audited accounts for the year ended 31 December 2014 show annual sales of £8.38 million and profit before interest, tax and amortisation of goodwill of £1.14 million. * A further £1.38 million was invested into South West Services Investment ("SWSI"), a company preparing to trade, adding to the Company's earlier investment of £1.14 million. This enabled SWSI to acquire MBI. The Company has also advanced a non-qualifying loan of £0.76 million to MBI. SWSI subsequently changed its name to Media Business Insight Holdings Limited. | ||||||
Jablite | Expanded polystyrene products | April 2015 | 1.50* |
| ||
Jablite is the UK's largest domestic manufacturer of Expanded Polystyrene products operating under two divisions, manufacturing packaging (Styropack) and construction (Jablite) products. The business was acquired from its Dutch parent and operates from five production sites in the UK. For the year ended 31 December 2014, Jablite Limited and Synbra UK Limited, generated annual sales of £32.83 million and £15.17 million respectively and profit before interest, tax and amortisation of goodwill of £2.01 million and £0.34 million respectively. * £1.50 million was invested into Duncary 16, a company preparing to trade, on 2 April 2015. This enabled Duncary 16 to acquire Synbra UK Limited on 23 April 2015. Duncary 16 has subsequently changed its name to Jablite Holdings Limited. | ||||||
Tushingham Sails | Supplier of watersports equipment | July 2015 | 1.19* |
| ||
Tushingham Sails is a supplier of sails to the UK windsurfing market. It has recently moved into the young and rapidly expanding watersport of stand-up paddleboarding, as the manufacturer of its own fast-growing brand called Red Paddle. The company's design ethos and historical market knowledge has enabled Tushingham to penetrate this world market and we are optimistic that its strong growth will continue. The company had a turnover of £7.54 million and generated an adjusted profit before interest, tax and amortisation of goodwill of £1.08 million during the year ended 28 February 2015. * £1.51 million was invested in Vian Marketing, a company preparing to trade, which acquired Tushingham Sails Limited. This resulted in a net repayment to the Company of £0.32 million. | ||||||
Access IS | Data capture and scanning hardware | October 2015 | 3.26* | |||
Access IS is a leading provider of data capture and scanning hardware. The company has a significant share of the worldwide market for this technology in airports and strong positions in the fast growing markets of both ID & Security and Transport & Ticketing. This was an opportunity to acquire a longstanding and profitable business that is well positioned in its niche market. The company's latest audited accounts for the year ended 31 December 2014 show annual sales of £9.95 million and profit before interest, tax and amortisation of goodwill of £1.25 million. * Amounts invested in companies preparing to trade, Knighton Management (£1.47 million) and Tovey Management (£1.51 million), along with a further £0.28 million from the Company, were used for this investment. | ||||||
The VCT also invested a further £10.55 million into new companies preparing to trade in March and April 2015.
Further investments into existing portfolio companies in the year
Company | Business | Date of investment | Amount of further investment (£m) |
Entanet | Wholesale provider of internet connectivity solutions | February 2015 | 1.00 |
Entanet is one of the UK's leading independent wholesale voice and data communications providers. The VCT made a further loan stock investment into this Telford based company in February 2015 as negotiated at the time of the original investment in February 2014. The operating subsidiary of Entanet had a turnover of £29.82 million and generated a profit before interest, tax and amortisation of goodwill of £2.31 million during the year to 31 December 2014. | |||
CGI | Producer of adhesive decorative graphics for vehicles | June 2015 | 0.49 |
CGI Creative Graphics International is a leading specialist provider of adhesive decorative graphics to the automotive, recreational vehicle and airline markets. It operates from two centres, in Bedford, England and Cape Town, South Africa. The VCT made a further loan stock investment in June 2015 which had been negotiated at the time of the original investment in June 2014. The company's latest audited accounts for the year ended 28 February 2015 show annual sales of £9.19 million and profit before interest, tax and amortisation of goodwill of £1.30 million. | |||
A further investment of £1.52 million was also made into an existing company preparing to trade, in July 2015.
New investment following the year-end
Company | Business | Date of investment | Amount of investment (£m) |
Redline Assured Security | Provision of security products | February 2016 | 1.09* |
Redline is a market leader in the provision of security products and training services to airlines and corporate entities. Redline currently operates predominantly in the aviation security market and is at the forefront of counter terrorism training and services. The investment will be applied to enable the Company to grow in its core aviation market and in other sectors. The company's latest accounts for the year ended 31 March 2015 show turnover of £4.81 million and profit before interest, tax and amortisation of goodwill of £0.82 million. * £1.51 million invested in Pound FM, a company preparing to trade, was used for this investment. This resulted in a net repayment of £0.42 million. * £1.13 million held in Pound FM Consultants Limited, a company preparing to trade, was used for this investment. This resulted in a net repayment of £0.29 million. | |||
Realisations
The VCT made two sizeable, profitable realisations during the year under review for cash proceeds of £6.92 million. Other realisations were £0.62 million, including post-sale receipts from investments realised in a previous period referred to below. With the loan stock repayments of £2.74 million, total net cash proceeds for the year amounted to £10.28 million.
Company | Business | Period of investment | Total cash proceeds over the life of the investment/Multiple over cost |
Tessella | Science powered technology and consulting services | July 2012 - December 2015 | £4.73 million 2.8 times cost |
The Company sold its investment in Tessella to the French engineering consultancy, Altran Group plc, for £3.89 million. Founded in 1980, Tessella is now a global business. In 2011, it received the prestigious Queen's Award for Enterprise in Innovation for its work on preserving the integrity of digital information over long periods of time, irrespective of numerous changes in technology. As part of the sale transaction, the Company has retained a small investment in this data archiving business, Preservica, which was previously held within Tessella. The sale returned an IRR of 42% and during the three and a half years of this investment, revenue increased by 43% from £18.5 million in 2012 to £26.5 million forecast for the current financial year. The Company realised a gain, over current cost, of £2.58 million, being 3.40 pence per share. | |||
Westway | Air conditioning systems | June 2009 - December 2015 | £4.05 million 6.7 times cost |
The Company sold its investment in Westway to ABM Industries Inc, one of the largest facility management services providers in the US for £3.03 million. During the period of the investment Westway, which is headquartered in Middlesex and founded in 2001, expanded its range of services from heating, ventilation and air conditioning and now offers other technical services including mechanical and electrical maintenance, energy services, communications, security systems and the servicing of electronic garment picking systems. The sale returned an IRR of 48%. The Company realised a gain over current cost of £2.81 million, being 3.70 pence per share. | |||
In addition to the above, the Company received a further £0.62 million from investments realised in a previous period, principally being £0.25 million from Newquay Helicopters in August 2015 as an interim distribution resulting from the members' voluntary liquidation of that company and £0.14 million received as deferred consideration from Monsal Holdings.
Loan stock repayments
Loan stock repayments totalled £4.74 million for the year, including £2.00 million as part of the proceeds from the companies realised above. Positive cash flow at five other companies contributed to the balance of £2.74 million. These proceeds are summarised below:-
Company | Business | Month | Amount £000's |
Jablite | Expanded polystyrene products | May - November | 1,302 |
Motorclean | Vehicle cleaning and valeting services | February - October | 491 |
Ward Thomas | Logistics, storage and removals business | May - December | 406 |
Vian Marketing | Company preparing to trade | July | 325 |
Tessella | Science powered technology and consultancy services | March - September | 117 |
Tharstern | Software based management information systems | March | 104 |
|
| Total | 2,745 |
Mobeus Equity Partners LLP
INVESTMENT PORTFOLIO SUMMARY
as at 31 December 2015
| Market sector | Date of investment |
| Total book cost |
| Valuation | Like for like valuation increase/ (decrease) over year1 | % value of net assets | % of equity held by funds advised by Mobeus2 | ||||||
Qualifying investments |
|
| £'000 |
| £'000 |
|
|
| |||||||
|
|
|
|
|
|
|
|
|
| ||||||
Unquoted investments |
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
| ||||||
Entanet Holdings Limited | Fixed line Telecommun-ications | Feb-14 |
| 2,713 |
| 4,177 | 8.7% | 5.6% | 42.0% | ||||||
Wholesale communications provider |
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
| ||||||
Virgin Wines Holding Company Limited | General retailers | Nov-13 |
| 2,439 |
| 3,518 | 37.0% | 4.7% | 42.0% | ||||||
Online wine retailer |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
ASL Technology Holdings Limited | Support services | Dec-10 |
| 2,942 |
| 3,401 | 1.9% | 4.6% | 47.5% | ||||||
Printer and photocopier services |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Tovey Management Limited (trading as Access IS) 3 | Software and computer services | Oct-15 |
| 2,979 |
| 2,979 | New Investment | 4.0% | 45.0% | ||||||
Provider of data capture and scanning hardware |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Manufacturing Services Investment Limited | Company preparing to trade | Feb-14 |
| 2,666 |
| 2,666 | - | 3.6% | 50.0% | ||||||
Company seeking to carry on a business in the manufacturing sector |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Veritek Global Holdings Limited | Support services | Jul-13 |
| 2,045 |
| 2,094 | 1.8% | 2.8% | 44.0% | ||||||
Maintenance of imaging equipment |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Media Business Insight Holdings Limited (formerly South West Services Investment Limited) 4 | Media | Jan-15 |
| 2,518 |
| 1,988 | (16.1)% | 2.7% | 67.5% | ||||||
A publishing and events business focused on the creative production industries |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Fullfield Limited (trading as Motorclean) | Support services | Jul-11 |
| 1,718 |
| 1,983 | 5.6% | 2.7% | 46.0% | ||||||
Provider of vehicle cleaning and valet services |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Tharstern Group Limited | Software and computer services | Jul-14 |
| 1,377 |
| 1,915 | 39.2% | 2.6% | 52.5% | ||||||
Software based management information systems |
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
| ||||||
Leap New Co Limited (trading as Anthony Ward Thomas, Bishopsgate and Aussie Man and Van) 5 | Support services | Dec-14 |
| 1,619 |
| 1,784 | 8.1% | 2.4% | 19.0% | ||||||
A specialist logistics, storage and removals business |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Backhouse Management Limited | Company preparing to trade | Apr-15 |
| 1,514 |
| 1,514 | New Investment | 2.0% | 50.0% | ||||||
Company seeking to carry on a business in the motor sector |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Barham Consulting Limited | Company preparing to trade | Apr-15 |
| 1,514 |
| 1,514 | New investment | 2.0% | 50.0% | ||||||
Company seeking to carry on a business in the catering sector |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Chatfield Services Limited | Company preparing to trade | Apr-15 |
| 1,514 |
| 1,514 | New investment | 2.0% | 50.0% | ||||||
Company seeking to carry on a business in the retail sector |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Creasy Marketing Services Limited | Company preparing to trade | Apr-15 |
| 1,514 |
| 1,514 | New investment | 2.0% | 50.0% | ||||||
Company seeking to carry on a business in the textile sector |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
McGrigor Management Limited | Company preparing to trade | Apr-15 |
| 1,514 |
| 1,514 | New Investment | 2.0% | 50.0% | ||||||
Company seeking to carry on a business in the pharmaceutical sector |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Pound FM Consultants Limited | Company preparing to trade | Apr-15 |
| 1,514 |
| 1,514 | New Investment | 2.0% | 50.0% | ||||||
Former company preparing to trade used following the year-end for the Redline investment |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
CGI Creative Graphics International Limited | General Industrials | Jun-14 |
| 1,808 |
| 1,471 | (25.5%) | 2.0% | 26.9% | ||||||
Vinyl graphics to global automotive, recreational vehicle and aerospace markets |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Hollydale Management Limited | Company preparing to trade | Mar-15 |
| 1,465 |
| 1,465 | New Investment | 2.0% | 50.0% | ||||||
Company seeking to carry on a business in the food sector |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Jablite Holdings Limited (formerly Duncary 16 Limited) 6 | Construction and materials | Apr-15 |
| 556 |
| 1,464 | 84.7% | 2.0% | 40.1% | ||||||
Manufacturer of expanded polystyrene products |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Gro-Group Holdings Limited | General retailers | Mar-13 |
| 1,975 |
| 1,425 | (20.3)% | 1.9% | 37.6% | ||||||
Baby sleep products |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
The Plastic Surgeon Holdings Limited | Support services | Apr-08 |
| 478 |
| 1,361 | 47.3% | 1.8% | 37.5% | ||||||
Supplier of snagging and finishing services to the domestic and commercial property markets |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Turner Topco Limited (trading as ATG Media) | Media | Oct-08 |
| 2,501 |
| 1,355 | (45.5)% | 1.8% | 17.1% | ||||||
Publisher and on-line auction platform operator |
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
| ||||||
Blaze Signs Holdings Limited | Support services | Apr-06 |
| 492 |
| 1,292 | 32.6% | 1.7% | 52.5% | ||||||
Manufacturer and installer of signs |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Vian Marketing Limited (trading as Tushingham Sails) 7 | Leisure goods | Jul-15 |
| 1,189 |
| 1,189 | New Investment | 1.6% | 31.5% | ||||||
Design, manufacture and sale of stand-up paddleboards and windsurfing sails |
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
| ||||||
EOTH Limited (trading as Rab and Lowe Alpine) | General retailers | Oct-11 |
| 1000 |
| 1,051 | (3.30)% | 1.4% | 8.0% | ||||||
Branded outdoor equipment and clothing |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
RDL Corporation Limited | Support services | Oct-10 |
| 1,558 |
| 969 | 15.9% | 1.3% | 45.2% | ||||||
Recruitment consultant for the pharmaceutical, business intelligence and IT industries |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Vectair Holdings Limited | Support services | Jan-06 |
| 139 |
| 690 | 62.9% | 0.9% | 24.0% | ||||||
Designer and distributor of washroom products |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Newquay Helicopters (2013) Limited (in creditors' voluntary liquidation) | Support services | Jun-06 |
| 84 |
| 149 | - | 0.2% | 34.9% | ||||||
Helicopter service operator |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Lightworks Software Limited | Software and computer services | Apr-06 |
| 222 |
| 119 | 83.1% | 0.2% | 45.0% | ||||||
Provider of software for CAD vendors |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Racoon International Holdings Limited | Personal goods | Dec-06 |
| 1,213 |
| - | (100.0)% | 0.0% | 47.5% | ||||||
Supplier of hair extensions, hair care products and training |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Preservica Limited8 | Software and computer services | Dec-15 |
| - |
| - | New Investment | 0.0% | 20.2% | ||||||
Seller of proprietary digital archiving software |
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
| ||||||
CB Imports Group Limited (trading as Country Baskets) | General retailers | Dec-09 |
| 350 |
| - | - | 0.0% | 24.0% | ||||||
Importer and distributor of artificial flowers and floral sundries |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Watchgate Limited | Support services | Nov-11 |
| 1 |
| - | - | 0.0% | 100.0% | ||||||
Holding Company |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Total unquoted investments |
|
| 47,131 |
| 49,589 |
| 66.5% |
| |||||||
|
|
|
|
|
|
|
|
|
| ||||||
AIM quoted investments |
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
| ||||||
Omega Diagnostics Group plc | Health care equipment and services | Dec-10 |
| 305 |
| 394 | (14.0)% | 0.6% | 6.0% | ||||||
In-vitro diagnostics for food intolerance, autoimmune diseases and infectious diseases |
|
|
|
|
|
|
|
| |||||||
Total AIM quoted investments |
| 305 |
| 394 |
| 0.6% |
| ||||||||
|
|
|
|
|
|
|
| ||||||||
Total qualifying investments |
| 47,436 |
| 49,983 |
| 67.1% 9 |
| ||||||||
|
|
|
|
|
|
|
|
|
| ||||||
Non-qualifying investments |
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
| ||||||
Media Business insight Limited4 | Media | Jan-15 |
| 764 |
| 764 | New Investment | 1.0% | 67.5% | ||||||
|
|
|
|
|
|
|
|
|
| ||||||
EOTH Limited (trading as Rab and Lowe Alpine) | General retailers | Oct-11 |
| 298 |
| 324 | - | 0.5% | 8.0% | ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Tovey Management Limited (trading as Access IS) 3 | Software and computer services | Oct-15 |
| 285 |
| 285 | New Investment | 0.4% | 45.0% | ||||||
|
|
|
|
|
|
|
|
|
| ||||||
PXP Holdings Limited (no longer trading) | Construction and building materials | Dec-06 |
| 1,278 |
| - | - | 0.0% | 32.9% | ||||||
|
|
|
|
|
|
|
|
|
| ||||||
Total non-qualifying investments |
| 2,625 |
| 1,373 |
| 1.9% |
| ||||||||
|
|
|
|
|
|
|
|
|
| ||||||
Total investment portfolio |
| 50,061 |
| 51,356 |
| 69.0% |
| ||||||||
|
|
|
|
|
|
|
|
|
| ||||||
Current asset investments and cash at bank10 |
| 22,168 |
| 22,168 |
| 30.1% |
| ||||||||
|
|
|
|
|
|
|
|
|
| ||||||
Total investments |
|
| 72,229 |
| 73,524 |
| 99.1% |
| |||||||
Other assets |
|
|
|
|
| 848 |
| 1.2% |
| ||||||
Current liabilities |
|
|
|
| (266) |
| (0.3)% |
| |||||||
Net assets |
|
|
|
|
| 74,106 |
| 100.0% |
| ||||||
1 | This percentage change in 'like for like' valuations is the result of dividing the total of the closing valuation of the investment plus any proceeds in the year from partial disposals, with the valuation at the start of the year or, for a new investment, with the cost of that new investment. |
|
|
2 | The other funds advised by Mobeus include Mobeus Income & Growth 2 VCT plc, Mobeus Income & Growth 4 VCT plc and The Income & Growth VCT plc. Further details will be included in the published Annual Report. |
|
|
3 | £1,465,500 and £1,513,500 was invested into Knighton Management on 31 March 2015 and Tovey Management on 1 April 2015 respectively, both companies preparing to trade. Tovey Management acquired Knighton Management and Azio Limited (the holding company for Access IS) on 2 October 2015. The Company has also advanced a non-qualifying loan of £284,682 to Access IS Limited. |
|
|
4 | A further £1,374,266 was invested into South West Services Investment ("SWSI"), adding to its earlier investment of £1,143,000. This enabled SWSI to acquire Media Business Insight ("MBI"). The Company has also advanced a non-qualifying loan of £764,797 to Media Business Insight Limited. SWSI subsequently changed its name to Media Business Insight Holdings Limited. |
|
|
5 | On 31 July 2015, Leap New Co acquired Aussie Man & Van Limited via a share for share exchange plus a small amount of cash. The figures represent the combined holding which was the position at 31 December 2015. |
|
|
6 | £1,498,364 was invested into Duncary 16 on 2 April 2015, a company preparing to trade. This enabled Duncary 16 to acquire Synbra UK Limited (Jablite) on 23 April 2015. Duncary 16 has subsequently changed its name to Jablite Holdings Limited. |
|
|
7 | £1,188,950 held in Vian Marketing, a company preparing to trade, was used to acquire Tushingham Sails Limited. This resulted in a net repayment to the Company of £324,550. |
|
|
8 | The Company realised its investment in Tessella in December 2015. In addition to the cash consideration received, the Company also received a small shareholding in Preservica Limited, a subsidiary of Tessella Holdings that was demerged as part of the transaction. The fair value of the holding received was deemed to be zero at the date of the transaction and therefore, the investment cost is zero. |
|
|
9 | At 31 December 2015, the Company held more than 70% of its total investments in qualifying holdings, and therefore complied with the VCT qualifying investment test. For the purposes of the VCT qualifying investment test, the Company is permitted to disregard disposals of investments for six months from the date of disposal. It also has up to three years to bring in new funds raised, before these need to be included in the qualifying investment test. |
|
|
10 | Disclosed as Current asset Investments and Cash at Bank within Current assets in the Balance Sheet below. |
INVESTMENT POLICY
The Board will be recommending a revised Investment Policy to shareholders to take account of the new VCT Rules introduced by the Finance Act (No 2) 2015. The text of the proposed policy will be set out in the Directors' Report in the published Annual Report. The current Policy is set out below.
The VCT's policy is to invest primarily in a diversified portfolio of UK unquoted companies. Investments are usually structured as part loan and part equity in order to receive regular income and to generate capital gains from realisations.
Investments are made selectively across a number of sectors, principally in MBOs i.e. to support incumbent management teams in acquiring the business they manage but do not own. Investments are principally made in companies that are established and profitable.
Uninvested funds are held in cash and lower risk money market funds.
VCT regulation
The Investment Policy is designed to ensure that the VCT continues to qualify and is approved as a VCT by HMRC. Amongst other conditions, the VCT may not invest more than 15% of its investments in a single company or group of companies and must have at least 70% by value of its investments throughout the period in shares or securities in VCT qualifying holdings, of which a minimum overall of 30% by value (70% for funds raised on or after 6 April 2011) must be in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules). The VCT can invest less than 30% by value (70% for funds raised on or after 6 April 2011) of an investment in a specific company in ordinary shares but it must have at least 10% by value of its total investments in each VCT qualifying company in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules).
The companies in which investments are made must have no more than £15 million of gross assets at the time of investment and £16 million immediately following the investment to be classed as a VCT qualifying holding.
Asset mix
The Company holds its liquid funds in a portfolio of readily realisable interest-bearing investments and deposits. The investment portfolio of qualifying investments has been built up over time with the aim of investing and maintaining 80% of net funds raised in qualifying investments.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses across different industry sectors. To reduce the risk of high exposure to equities, each qualifying investment is structured to maximise the amount which may be invested in loan stock.
Co-investment
The VCT aims to invest in larger, more mature, unquoted companies through investing alongside three other VCTs advised by Mobeus with a similar investment policy. This enables the VCT to participate in combined investments by the Adviser of up to £5 million in aggregate.
Borrowing
The VCT's articles of association permit borrowings of amounts up to 10% of the adjusted capital and reserves (as defined therein). The VCT has never borrowed and the Board has no current plans to undertake any borrowing.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual 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). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for 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 judgements and accounting estimates that are reasonable and prudent;
• state whether the financial statements have been prepared in accordance with applicable United Kingdom accounting standards 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;
• prepare a Strategic Report, a Directors' Report and Directors' Remuneration Report which comply with the requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and 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.
Website publication
The Directors are responsible for ensuring the Annual Report and the Financial Statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
Directors' responsibilities pursuant to Disclosure and Transparency Rule 4 of the UK Listing Authority
The Directors confirm to the best of their knowledge that:
(a) the Financial Statements have been prepared in accordance with UK Generally Accepted Accounting Practice and give a true and fair view of the assets, liabilities, financial position and the profit of the Company.
(b) the Annual Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
Having taken advice from the Audit Committee, the Board considers that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
Neither the Company nor the Directors accept any liability to any person in relation to the Annual Report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A and schedule 10A of the Financial Services and Markets Act 2000.
The names and functions of the Directors will be stated in the published Annual Report.
For and on behalf of the Board
Keith Niven
Chairman
FINANCIAL STATEMENTS
INCOME STATEMENT
for the year ended 31 December 2015
|
| Year ended 31 December 2015 |
| Year ended 31 December 2014 | |||||||||
Notes | Revenue | Capital |
| Total |
| Revenue | Capital |
| Total |
| |||
|
£ | £ |
| £ |
| £ | £ |
| £ |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
Unrealised gains on investments | 8 | - | 1,766,616 |
| 1,766,616 |
| - | 698,348 |
| 698,348 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Realised gains on investments | 8 | - | 4,538,894 |
| 4,538,894 |
| - | 8,379,750 |
| 8,379,750 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Income | 3 | 2,820,521 | - |
| 2,820,521 |
| 3,624,232 | - |
| 3,624,232 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Investment Adviser's fees | 4a | (391,279) |
(1,173,838) |
| (1,565,117) |
| (342,773) | (1,028,318) |
| (1,371,091) |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Investment Adviser's bonus payment | 4a | - | (250,000) |
| (250,000) |
| - | - |
| - |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Other expenses | 4c | (462,989) | - |
| (462,989) |
| (389,175) |
|
| (389,175) |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Profit on ordinary activities before taxation | 1,966,253 |
4,881,672 |
| 6,847,925 |
| 2,892,284 | 8,049,780 |
| 10,942,064 |
| |||
Tax on profit on ordinary activities | 5 | (369,305) | 289,531 |
| (79,774) |
| (429,911) | 221,088 |
| (208,823) |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Profit for the year and total comprehensive income |
| 1,596,948 | 5,171,203 |
| 6,768,151 |
| 2,462,373 | 8,270,868 |
| 10,733,241 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Basic and diluted earnings per ordinary share | 7 | 2.16p | 6.98p |
| 9.14p |
| 4.15p | 13.94p |
| 18.09p |
| ||
The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the unrealised gains and realised gains on investments and the proportion of the Investment Adviser's fee charged to capital.
The total column is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standards ("FRS"). In order to better reflect the activities of a VCT and in accordance with the Statement of Recommended Practice ("SORP") issued in November 2014 by the Association of Investment Companies ("AIC"), supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue column of profit attributable to equity shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in section 274 Income Tax Act 2007.
All the items in the above statement derive from continuing operations of the Company. No operations were acquired or discontinued in the year.
BALANCE SHEET
as at 31 December 2015
Company No. 5153931
|
| 31 December 2015 | 31 December 2014 | ||||
| Notes | £ | £ | ||||
Fixed assets |
|
|
| ||||
Investments at fair value | 8 | 51,355,611 | 33,358,706 | ||||
Current assets |
|
|
| ||||
Debtors and prepayments |
| 848,390 | 346,127 | ||||
Current asset investments | 9 | 14,946,274 | 8,650,570 | ||||
|
|
|
| ||||
Cash at bank | 9 | 7,221,793 | 18,367,075 | ||||
|
| 23,016,457 | 27,367,772 | ||||
|
|
|
| ||||
Creditors: amounts falling due within one year |
| (266,218) | (316,401) | ||||
Net current assets |
| 22,750,239 | 27,051,371 | ||||
|
|
|
| ||||
Net assets |
| 74,105,850 | 60,410,077 | ||||
|
|
|
| ||||
Capital and reserves |
|
|
| ||||
Called up share capital |
| 759,730 | 607,500 | ||||
Capital redemption reserve |
| 5,685 | 5,367 | ||||
Share premium reserve |
| 19,463,849 | 4,938,201 | ||||
Revaluation reserve |
| 3,785,072 | 3,734,981 | ||||
Special distributable reserve |
| 40,625,822 | 41,911,188 | ||||
Realised capital reserve |
| 7,716,009 | 7,388,319 | ||||
| Revenue reserve | 1,749,683 | 1,824,521 | |||||
Equity shareholders' funds |
| 74,105,850
| 60,410,077 | ||||
Basic and diluted net asset value per ordinary share |
| 97.54p | 99.44p | ||||
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2015
|
| Non-distributable reserves | Distributable reserves |
| ||||||||||
|
|
|
|
|
|
|
|
|
| |||||
|
| Called up | Capital | Share | Revaluation | Special | Realised | Revenue | Total | |||||
|
| share | redemption | premium | reserve | distributable | capital | reserve |
| |||||
|
| capital | reserve | reserve |
| reserve | reserve |
|
| |||||
|
|
|
|
|
| (Note a) | (Note b) | (Note b) |
| |||||
| Notes | £ | £ | £ | £ | £ | £ | £ | £ | ||||||
|
|
|
|
|
|
|
|
|
| |||||
At 1 January 2015 |
| 607,500 | 5,367 | 4,938,201 | 3,734,981 | 41,911,188 | 7,388,319 | 1,824,521 | 60,410,077 | |||||
|
|
|
|
|
|
|
|
|
| |||||
Comprehensive income for the year |
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
| |||||
Profit for the year |
| - | - | - | 1,766,616 | - | 3,404,587 | 1,596,948 | 6,768,151 | |||||
|
|
|
|
|
|
|
|
|
| |||||
Total comprehensive income for the year |
| - | - | - | 1,766,616 | - | 3,404,587 | 1,596,948 | 6,768,151 | |||||
|
|
|
|
|
|
|
|
|
| |||||
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
| |||||
Shares issued under Offer for Subscription (note c) |
| 152,548 | - | 14,525,648 | - | (124,753) | - | - | 14,553,443 | |||||
|
|
|
|
|
|
|
|
|
| |||||
Shares bought back (note d) |
| (318) | 318 | - | - | (26,306) | - | - | (26,306) | |||||
|
|
|
|
|
|
|
|
|
| |||||
Dividends paid | 6 | - | - | - | - | - | (5,927,729) | (1,671,786) | (7,599,515) | |||||
|
|
|
|
|
|
|
|
|
| |||||
Total contributions by and distributions to owners |
| 152,230 | 318 | 14,525,648 | - | (151,059) | (5,927,729) | (1,671,786) | 6,927,622 | |||||
|
|
|
|
|
|
|
|
|
| |||||
Other movements |
|
|
|
|
|
|
|
|
| |||||
Realised losses transferred to special reserve (note a) |
| - | - | - | - | (1,134,307) | 1,134,307 | - | - | |||||
|
|
|
|
|
|
|
|
|
| |||||
Realisation of previously unrealised appreciation |
| - | - | - | (1,716,525) | - | 1,716,525 | - | - | |||||
Total other movements |
| - | - | - | (1,716,525) | (1,134,307) | 2,850,832 | - | - | |||||
At 31 December 2015 |
| 759,730 | 5,685 | 19,463,849 | 3,785,072 | 40,625,822 | 7,716,009 | 1,749,683 | 74,105,850 | |||||
a) | The cancellation of the share premium account and the capital redemption reserve (as approved at the General Meeting held on 22 February 2014 and by order of the Court dated 12 March 2014) has increased the Company's special distributable reserve. The purpose of this reserve is to fund market purchases of the Company's own shares, to write off existing and future losses and for any other corporate purpose. All of this reserve arose from shares issued before 5 April 2014. The transfer of £1,134,307 to the special reserve from the realised capital reserve above is the total of realised losses incurred by the Company in the year. |
b) | The realised capital reserve and the revenue reserve together comprise the Profit and Loss Account of the Company |
|
|
c) | As part of the 2015 Offer for Subscription, a total of 15,254,642 ordinary shares were allotted at average effective offer prices ranging from 96.90 pence to 99.40 pence per share, raising net funds of £14,553,443.
|
d) | During the year, the Company purchased 31,723 of its own shares at the prevailing market price for a total cost of £26,306, which were subsequently cancelled. |
For the year ended 31 December 2014
|
| Non-distributable reserves | Distributable reserves |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| Called up | Capital | Share | Revaluation | Special | Realised | Revenue | Total |
|
| share | redemption | premium | reserve | distributable | capital | reserve |
|
|
| capital | reserve | reserve |
| reserve | reserve |
|
|
|
|
|
|
|
|
|
|
|
|
Notes | £ | £ | £ | £ | £ | £ | £ | £ | |
|
|
|
|
|
|
|
|
|
|
At 1 January 2014 | 531,126 | 186,520 | 15,361,612 | 9,867,216 | 25,580,251 | 1,106,857 | 1,634,786 | 54,268,368 | |
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year |
|
|
|
|
|
|
|
| |
Profit for the year | - | - | - | 698,348 | - | 7,572,520 | 2,462,373 | 10,733,241 | |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
| - | - | - | 698,348 | - | 7,572,520 | 2,462,373 | 10,733,241 | |
Contributions by and distributions to owners |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Shares issued under Offer for Subscription |
| 81,741 | - | 8,115,662 | - | (3,488) | - | - | 8,193,915 |
|
|
|
|
|
|
|
|
|
|
Shares bought back |
| (5,367) | 5,367 | - | - | (480,472) | - | - | (480,472) |
|
|
|
|
|
|
|
|
|
|
Dividends paid | 6 | - | - | - | - | - | (10,032,337) | (2,272,638) | (12,304,975) |
|
|
|
|
|
|
|
|
|
|
Total contributions by and distributions to owners | 76,374 | 5,367 | 8,115,662 | - | (483,960) | (10,032,337) | (2,272,638) | (4,591,532) | |
|
|
|
|
|
|
|
|
|
|
Other movements |
|
|
|
|
|
|
|
|
|
Cancellation of share premium account |
| - | (186,520) | (18,539,073) | - | 18,725,593 | - | - | - |
|
|
|
|
|
|
|
|
|
|
Realised losses written off to special reserve |
| - | - | - | - | (1,910,696) | 1,910,696 | - | - |
|
|
|
|
|
|
|
|
|
|
Realisation of previously unrealised appreciation |
| - | - | - | (6,830,583) | - | 6,830,583 | - | - |
|
|
|
|
|
|
|
|
|
|
Total other movements |
| - | (186,520) | (18,539,073) | (6,830,583) | 16,814,897 | 8,741,279 | - | - |
At 31 December 2014 | 607,500 | 5,367 | 4,938,201 | 3,734,981 | 41,911,188 | 7,388,319 | 1,824,521 | 60,410,077 | |
The composition of each of these reserves is explained below: | |
|
|
Called up share capital | |
The nominal value of shares originally issued, increased for subsequent share issues either via an Offer for Subscription or reduced due to shares bought back by the Company. | |
|
|
Capital redemption reserve | |
The nominal value of shares bought back and cancelled is held in this reserve, so that the company's capital is maintained. | |
| |
Share premium reserve | |
This reserve contains the excess of gross proceeds less issue costs over the nominal value of shares allotted under recent Offers for Subscription. | |
| |
Revaluation reserve | |
Increases and decreases in the valuation of investments held at the year-end are accounted for in this reserve, except to the extent that the diminution is deemed permanent.In accordance with stating all investments at fair value through profit and loss (as recorded in note 8), all such movements through both revaluation and realised capital reserves are shown within the Income Statement for the year. | |
| |
Special distributable reserve | |
The cost of share buybacks is charged to this reserve. In addition, any realised losses on the sale or impairment of investments (excluding transaction costs), and 75% of the Investment Adviser fee expense, and the related tax, are transferred from the realised capital reserve to this reserve. | |
| |
Realised capital reserve | |
The following are accounted for in this reserve: | |
- | Gains and losses on realisation of investments; |
- | Permanent diminution in value of investments; |
- | Transaction costs incurred in the acquisition and disposal of investments; |
- | 75% of the Investment Adviser's fee, 100% of any performance fee payable and related tax in accordance with the policies; and |
- | Capital dividends paid. |
|
|
Revenue reserve | |
Income and expenses that are revenue in nature are accounted for in this reserve together with the related tax effect, as well as income dividends paid that are classified as revenue in nature. | |
CASH FLOW STATEMENT
For the year ended 31 December 2015
|
| Year ended | Year ended |
| ||
|
| 31 December 2015 | 31 December 2014 |
| ||
Notes | £ | £ |
| |||
Cash flows from operating activities |
|
|
|
| ||
Profit for the financial year |
| 6,768,151 | 10,733,241 |
| ||
Adjustments for: |
|
|
|
| ||
Net unrealised gains on investments |
| (1,766,616) | (698,348) |
| ||
Net gains on realisations of investments |
| (4,538,894) | (8,379,750) |
| ||
Tax charge for current year |
| 79,774 | 208,823 |
| ||
(Increase)/decrease in debtors |
| (85,867) | 361,027 |
| ||
Increase in creditors |
| 38,304 | 81,016 |
| ||
Net cash inflow from operations |
| 494,852 | 2,306,009 |
| ||
|
|
|
|
| ||
Corporation tax paid |
| (146,884) | (402,098) |
| ||
Net cash inflow from operating activities |
| 347,968 | 1,903,911 |
| ||
|
|
|
|
| ||
Cashflow from investing activities |
|
|
|
| ||
Acquisitions of investments | 8 | (21,970,561) | (9,731,308) |
| ||
Disposals of investments | 8 | 9,862,770 | 24,670,194 |
| ||
Decrease in bank deposits with a maturity over three months |
| 489,249 | 504,254 |
| ||
Net cash inflow from investing activities |
| (11,618,542) | 15,443,140 |
| ||
|
|
|
|
| ||
Cash flows from financing activities |
|
|
|
| ||
Shares issued as part of offer for subscription |
| 14,553,443 | 8,193,915 |
| ||
Equity dividends paid | 6 | (7,599,515) | (12,304,975) |
| ||
Share capital bought back |
| (47,683) | (510,178) |
| ||
Net cash inflow/(outflow) from financing activities |
| 6,906,245 | (4,621,238) |
| ||
|
|
|
|
| ||
| Net (decrease)/increase in cash and cash equivalents | (4,364,329) | 12,725,813 |
|
| |
| Cash and cash equivalents at start of year | 23,521,645 | 10,795,832 |
|
| |
| Cash and cash equivalents at end of year | 19,157,316 | 23,521,645 |
|
| |
|
|
|
|
|
| |
| Cash and cash equivalents comprise: |
|
|
|
| |
| Cash equivalents | 9 | 11,935,523 | 5,150,570 |
|
|
| Cash at bank and in hand | 9 | 7,221,793 | 18,371,075 |
|
|
Notes
1 | Company Information | ||
| Mobeus Income and Growth VCT plc is a public limited company incorporated in England, registration number 5153931. The registered office is 30 Haymarket, London, SW1Y 4EX. | ||
|
| ||
2 | Basis of preparation of the Financial Statements | ||
| A summary of the principal accounting policies, all of which have been applied consistently throughout the year are set out at the start of the related disclosure throughout the Notes to the Financial Statements. All accounting policies are included within an outlined box at the top of each relevant note. | ||
|
| ||
| These financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 ("FRS102"), with the Companies Act 2006 and the 2014 Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ("the SORP") issued by the Association of Investment Companies. The Company has a number of financial instruments which are disclosed under FRS102 s11/12 as shown in note 15 to the Financial Statements. | ||
|
| ||
| This is the first year in which the financial statements have been prepared under FRS102. There has been no material change in the accounting policies and so there has been no restatement of comparatives, other than in relation to monies held pending investment and current investments. The Company has chosen to apply revised disclosure requirements as set out in Amendments to FRS102 - Fair value hierarchy disclosures issued in March 2016. | ||
|
| ||
3 | Income | ||
| Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on unquoted equity shares are brought into account when the Company's right to receive payment is established and there is no reasonable doubt that payment will be received.
Interest income on loan stock is accrued on a daily basis. Provision is made against this income where recovery is doubtful or where it will not be received in the foreseeable future. Where the loan stocks only require interest or a redemption premium to be paid on redemption, the interest and redemption premium is recognised as income or capital as appropriate once redemption is reasonably certain. When a redemption premium is designed to protect the value of the instrument holder's investment rather than reflect a commercial rate of revenue return the redemption premium is recognised as capital. The treatment of redemption premiums is analysed to consider if they are revenue or capital in nature on a company by company basis. Accordingly, the redemption premium recognised in the year ended 31 December 2015 has been classified as capital and has been included within gains on investments. | ||
|
| ||
|
| 2015 | 2014 |
|
| £ | £ |
| Income from bank deposits | 79,780 | 116,879 |
|
|
|
|
| Income from investments |
|
|
| - from equities | 144,711 | 902,426 |
| - from overseas based OEICs | 8,297 | 6,414 |
| - from loan stock | 2,586,788 | 2,552,507 |
| - from interest on preference share dividend arrears | 945 | 30,287 |
|
| 2,740,741 | 3,491,634 |
|
|
|
|
| Other income | - | 15,719 |
|
|
|
|
| Total income | 2,820,521 | 3,624,232 |
|
|
|
|
| Total income comprises |
|
|
| Dividends | 153,008 | 908,840 |
| Interest | 2,667,513 | 2,699,673 |
| Other income | - | 15,719 |
|
| 2,820,521 | 3,624,232 |
|
|
|
|
| Income from investments comprises |
|
|
| Listed overseas securities | 8,297 | 6,414 |
| Unlisted UK securities | 144,711 | 902,426 |
| Loan stock interest | 2,586,788 | 2,552,507 |
|
| 2,739,796 | 3,461,347 |
|
|
|
|
| Total loan stock interest due but not recognised in the year was £297,027 (2014: £267,271). | ||
4 |
| Investment Adviser's fees and other expenses | ||||||||
|
|
| ||||||||
|
| All expenses are accounted for on an accruals basis | ||||||||
|
| |||||||||
a) | Investment Adviser's fees and performance fees | |||||||||
25% of the Investment Adviser's fees are charged to the revenue column of the Income Statement, while 75% is charged against the capital column of the Income Statement. This is in line with the Board's expected long-term split of returns from the investment portfolio of the Company. 100% of any performance incentive fee payable for the year is charged against the capital column of the Income Statement, as it is based upon the achievement of capital growth. | ||||||||||
|
|
| ||||||||
|
| Revenue | Capital | Total |
| Revenue | Capital | Total | ||
|
| 2015 | 2015 | 2015 |
| 2014 | 2014 | 2014 | ||
|
| £ | £ | £ |
| £ | £ | £ | ||
| Mobeus Equity Partners LLP |
|
|
|
|
|
|
| ||
| Investment Adviser's fees | 391,279 | 1,173,838 | 1,565,117 |
| 342,773 | 1,028,318 | 1,371,091 | ||
|
|
|
|
|
|
|
|
| ||
| Investment Adviser's bonus payment | - | 250,000 | 250,000 |
| - | - | - | ||
|
| 391,279 | 1,423,838 | 1,815,117 |
| 342,773 | 1,028,318 | 1,371,091 | ||
| Under the terms of a revised investment management agreement dated 20 May 2010, Mobeus Equity Partners LLP ("Mobeus") provides investment advisory, administrative and company secretarial services to the Company, for a fee of 2% per annum of closing net assets, paid in advance, calculated on a quarterly basis by reference to the net assets at the end of the preceding quarter, plus a fixed fee of £134,168 per annum, the latter inclusive of VAT and subject to annual increases in RPI. In 2013, Mobeus agreed to waive such further increases due to indexation, until otherwise agreed with the Board.
|
| ||||
| The Investment Adviser's fee includes provision for a cap on expenses excluding irrecoverable VAT and exceptional items set at 3.6% of closing net assets at the year-end. In accordance with the Investment Management Agreement, any excess expenses are borne by the Investment Adviser. The excess expenses during the year amounted to £nil (2014: £nil).
|
| ||||
| The Company is responsible for external costs such as legal and accounting fees, incurred on transactions that do not proceed to completion ("abort expenses") subject to the cap on total annual expenses referred to above.
|
| ||||
| In line with common practice, Mobeus retains the right to charge arrangement and syndication fees and Directors' or monitoring fees to companies in which the Company invests. The Investment Adviser received fees totalling £486,396 during the year ended 31 December 2015 (2014: £429,271), being £268,246 (2014: £190,289) for arrangement fees and £218,150 (2014: £238,982) for acting as non-executive directors on a number of investee company boards. These fees attributable to MIG VCT are based upon the investment allocation applicable to MIG VCT which applied at the time of each investment. These figures are not part of these financial statements.
|
| ||||
| Bonus payment and incentive agreement |
| ||||
| For the year ended 31 December 2014, depending upon the interpretation of the terms contained in the original Incentive Agreement, a performance fee was potentially payable to the Investment Adviser. In light of the absence of sufficient clarity in several parts of the Incentive Agreement, and to recognise the particularly strong returns achieved by the Investment Adviser for the Company during the preceding eighteen months, the Board recommended the payment of an ex-gratis bonus of £250,000 to the Investment Adviser. This payment was approved by shareholders at general meeting on 3 September 2015 and subsequently paid on 30 September 2015. A contribution of £17,325 to the costs of the Circular sent to shareholders before the general meeting was made by the Investment Adviser.
|
| ||||
| Under the Incentive Agreement dated 9 July 2004, and a variation of this agreement dated 20 May 2010, the Investment Adviser is entitled to receive an annual performance-related incentive fee of 20% of the dividends paid in excess of a "Target Rate" comprising firstly, an annual dividend target which started at 6.00 pence per share on launch (indexed each year for RPI) and secondly a requirement that any shortfall of cumulative dividends paid beneath the cumulative annual dividend target is carried forward and added to the Target Rate for the next accounting period. Any excess of cumulative dividends paid above the cumulative annual dividend target is not carried forward, whether an incentive fee is payable for that year or not. Payment of a fee is also conditional upon the average Net Asset Value ("NAV") per share for each such year equalling or exceeding the average Base NAV per share for the same year. The performance fee will be payable annually. |
| ||||
|
At 31 December 2015, the annual dividend target is 7.15 pence per share and there was an excess of cumulative dividends paid over the cumulative annual dividend target of 1.04 pence per share. However, the average NAV per share is 95.46 pence for the year, which was less than the average base NAV per share for the year of 98.48 pence. Accordingly, no performance incentive fee is payable for the year and the excess of cumulative dividends paid over the cumulative annual dividend target of 1.04 pence will not be carried forward.
|
| ||||
| Arising from the identification of areas where the definitions contained in the agreement were open to interpretation, the Board and the Investment Adviser agreed to clarify in more detail a number of principles and interpretations applied to the Agreement. The principal ones are reflected in the paragraphs above and explained below: |
| ||||
|
First, the incentive fee is paid upon dividends paid in a year, not declared and paid in a year, as previously reported. Secondly, the average NAV referred to above is calculated on a daily weighted average basis throughout the year. In turn, this average NAV is compared to a Base NAV that is also calculated on a daily weighted average basis throughout the year. These clarifications have been applied from 1 January 2015.
|
| ||||
b) | Offer for subscription fees | |||||
|
| 2015 | 2014 |
| ||
|
| £ million | £ million |
| ||
| Funds raised across the four Mobeus VCTs | 39.00 | 33.73 |
| ||
| of which the funds raised by MIG VCT were | 15.00 | 8.43 |
| ||
|
|
|
|
| ||
| Offer costs payable to Mobeus at 3.25% of funds raised by MIG VCT | 0.49* | 0.27* |
| ||
|
|
|
|
| ||
| * All costs associated with the Offer were met out of these fees by Mobeus, excluding any payments to advisers facilitated under the terms of the Offer. |
| ||||
c) | Other expenses |
|
| |||
| Expenses are charged wholly to revenue, with the exception of expenses incidental to the acquisition or disposal of an investment, which are written off to the capital column of the Income Statement or deducted from the disposal proceeds as appropriate. | |||||
|
| 2015 | 2014 | |||
|
| £ | £ | |||
| Directors' remuneration (including NIC of £7,449 (2014: £6,615) - (note a) | 137,866 | 124,115 | |||
| IFA trail commission | 90,116 | 70,387 | |||
| Broker's fees | 14,400 | 14,400 | |||
| Auditor's fees - Audit of Company | 27,675 | 24,120 | |||
| - audit related assurance services - (note b) | 4,920 | 4,320 | |||
| - tax compliance services - (note c) | 7,358 | 3,000 | |||
| Registrar's fees | 33,796 | 38,618 | |||
| Printing | 27,475 | 25,742 | |||
| Legal and professional fees | 19,578 | 37,408 | |||
| VCT monitoring fees | 9,300 | 10,200 | |||
| Directors' and officers' liability insurance | 9,248 | 8,056 | |||
| Listing and regulatory fees | 30,229 | 25,986 | |||
| Sundry | 3,442 | 2,823 | |||
| Running costs | 415,403 | 389,175 | |||
| Provision against loan interest receivable (note c) | 47,586 | - | |||
| Other expenses | 462,989 | 389,175 | |||
|
|
|
| |||
| a) | The key management personnel are the five non-executive directors. The Company has no employees.
|
| |||
| b) | The Directors consider the Auditor was best placed to provide the audit related services and tax compliance services disclosed above. The Audit Committee reviews the nature and extent of these services to ensure that auditor independence is maintained.
|
| |||
| c) | Provision against loan interest receivable of £47,586 (2014: £nil) is a provision made against loan stock interest recognised in previous years. |
| |||
| 5 | Tax on profit/(loss) on ordinary activities | ||||||
|
| The tax expense for the year comprises current tax and is recognised in profit or loss. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.
Any tax relief obtained in respect of adviser fees allocated to capital is reflected in the realised capital reserve and a corresponding amount is charged against revenue. The tax relief is the amount by which corporation tax payable is reduced as a result of these capital expenses.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in the tax assessments in periods different from those in which they are recognised in the Financial Statements.
Deferred tax is measured at the average tax rates that are expected to apply in the years in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax is measured on a non-discounted basis.
A deferred tax asset would be recognised only to the extent that it is more likely than not that future taxable profits will be available against which the asset can be utilised. | ||||||
|
|
|
|
|
|
|
|
|
|
|
| 2015 | 2015 | 2015 | 2014 | 2014 | 2014 |
|
|
| Revenue | Capital | Total | Revenue | Capital | Total |
|
|
| £ | £ | £ | £ | £ | £ |
|
| a) Analysis of tax charge: |
|
|
|
|
|
|
|
| UK Corporation tax on profits/(losses) for the year | 369,305 | (289,531) | 79,774 | 429,911 | (221,088) | 208,823 |
|
| Total current tax charge/(credit) | 369,305 | (289,531) | 79,774 | 429,911 | (221,088) | 208,823 |
|
| Corporation tax is based on a rate of 20.08% (2014: 21.5%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| b) Profit on ordinary activities before tax | 1,966,253 | 4,881,672 | 6,847,925 | 2,892,284 | 8,049,780 | 10,942,064 |
|
| Profit on ordinary activities multiplied by main company rate of corporation tax in the UK of 20.08% (2014: 21.5%) | 394,867 | 980,347 | 1,375,214 | 621,841 | 1,730,703 | 2,352,544 |
|
|
|
|
|
|
|
|
|
|
| Effect of: |
|
|
|
|
|
|
|
| UK dividends | (29,061) | - | (29,061) | (194,022) | - | (194,022) |
|
| Unrealised gains not taxable | - | (354,775) | (354,775) | - | (150,145) | (150,145) |
|
| Realised gains not taxable | - | (911,510) | (911,510) | - | (1,801,646) | (1,801,646) |
|
| Unrelieved expenditure | - | - | - | 2,092 | - | 2,092 |
|
| Over provision in prior period | (94) | - | (94) | - | - | - |
| Marginal rate | 3,593 | (3,593) | - | - | - | - | ||
|
| Actual current tax charge | 369,305 | (289,531) | 79,774 | 429,911 | (221,088) | 208,823 |
|
|
|
|
|
|
|
|
|
|
| Tax relief relating to Investment Adviser fees is allocated between revenue and capital where such relief can be utilised.
| ||||||
|
| Investment Trust companies are exempt from tax on capital gains if they meet the HMRC criteria set out in section 274 of the ITA.
| ||||||
|
| Deferred taxation No provision for deferred taxation has been made on potential capital gains due to the Company's current status as a VCT under section 274 of the ITA and the Directors' intention to maintain that status. | ||||||
| 6 | Dividends payable | ||||||||
|
| Dividends payable are recognised as distributions in the Financial Statements when the Company's liability to pay them has been established. This liability is established for interim dividends when they are paid, and for final dividends when they are approved by the shareholders, usually at the Company's Annual General Meeting. A key judgement in applying the above accounting policy is in determining the amount of minimum dividend to be paid in respect of a year. The Company's status as a VCT means it has to comply with Section 259 of the ITA 2007, which requires that no more than 15% of the income from shares and securities in a year can be retained from the revenue available for distribution for the year.
|
| ||||||
|
| Amounts recognised as distributions to equity shareholders in the year:
|
| ||||||
|
| Dividend | Type | For year ended 31 December | Pence per share | Date paid | 2015 £ | 2014 £ |
|
|
| Final | Income | 2013 | 1.75 | 14 May 2014 | - | 1,055,637 |
|
|
| Final | Capital | 2013 | 1.50 | 14 May 2014 | - | 904,833 |
|
|
| Interim | Income | 2014 | 2.00 | 17 September 2014 | - | 1,217,001 |
|
|
| Interim | Capital | 2014 | 15.00 | 17 September 2014 | - | 9,127,504 |
|
|
| Second interim | Income | 2014 | 1.20 | 30 April 2015 | 912,056 | - |
|
|
| Second interim | Capital | 2014 | 5.80 | 30 April 2015 | 4,408,271 | - |
|
|
| Interim | Income | 2015 | 1.00 | 17 September 2015 | 759,730 | - |
|
|
| Interim | Capital | 2015 | 2.00 | 17 September 2015 | 1,519,458 | - |
|
|
|
|
|
|
|
| 7,599,515 | 12,304,975 |
|
|
|
|
|
|
|
|
|
|
|
|
| Proposed distributions to equity holders at the year-end:
|
| ||||||
|
| Dividend | Type | For year ended 31 December | Pence per share | Date payable | 2015 £ |
|
|
|
| Final | Income | 2015 | 1.00 | 31 May 2016 | 759,730 |
|
|
|
| Final | Capital | 2015 | 6.00 | 31 May 2016 | 4,558,377 |
|
|
|
|
|
|
|
|
| 5,318,107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these Financial Statements. |
| ||||||
|
|
|
| ||||||
|
| Set out below are the total income dividends payable in respect of the financial year, which is the basis on which the requirements of section 259 of the ITA are considered. |
| ||||||
|
|
|
| ||||||
|
| Recognised income distributions in the Financial Statements for the year
|
| ||||||
|
| Dividend | Type | For year ended 31 December | Pence per share | Date paid/ payable | 2015 £ | 2014 £ |
|
|
| Revenue available for distribution by way of dividends for the year | 1,596,948 | 2,462,373 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| Interim | Income | 2014 | 2.00 | 17 September 2014 | - | 1,217,001 |
|
|
| Second interim | Income | 2014 | 1.20 | 30 April 2015 | - | 912,056 |
|
|
| Interim | Income | 2015 | 1.00 | 17 September 2015 | 759,730 | - |
|
|
| Proposed final | Income | 2015 | 1.00 | 31 May 2016 | 759,730 | - |
|
|
| Total income dividends for the year | 1,519,460 | 2,129,057 |
| ||||
| 7 | Basic and diluted earnings per share |
|
|
| |||||||||||||||||||||||||||||||||
|
|
| 2015 | 2014 |
| |||||||||||||||||||||||||||||||||
|
|
| £ | £ |
| |||||||||||||||||||||||||||||||||
|
| Total earnings after taxation: | 6,768,151 | 10,733,241 |
| |||||||||||||||||||||||||||||||||
|
| Basic and diluted earnings per share (note a) | 9.14p | 18.09p |
| |||||||||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||||||||
|
| Revenue earnings from ordinary activities after taxation | 1,596,948 | 2,462,373 |
| |||||||||||||||||||||||||||||||||
|
| Basic and diluted revenue earnings per share (note b) | 2.16p | 4.15p |
| |||||||||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||||||||
|
| Net unrealised capital gains on investments | 1,766,616 | 698,348 |
| |||||||||||||||||||||||||||||||||
|
| Net realised capital gains on investments | 4,538,894 | 8,379,750 |
| |||||||||||||||||||||||||||||||||
|
| Capital Investment Adviser's fees less taxation | ( 884,307) | ( 807,230) |
| |||||||||||||||||||||||||||||||||
|
| Investment Adviser's bonus payment | ( 250,000) | - |
| |||||||||||||||||||||||||||||||||
|
| Total capital earnings | 5,171,203 | 8,270,868 |
| |||||||||||||||||||||||||||||||||
|
| Basic and diluted capital earnings per share (note c) | 6.98p | 13.94p |
| |||||||||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||||||||
|
| Weighted average number of shares in issue in the year | 74,063,445 | 59,331,055 |
| |||||||||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||||||||
|
| Notes |
|
|
| |||||||||||||||||||||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||||||
|
| a) | Basic earnings per share is total earnings after taxation divided by the weighted average number of shares in issue. |
| ||||||||||||||||||||||||||||||||||
|
| b) | Revenue earnings per share is the revenue earnings after taxation divided by the weighted average number of shares in issue. |
| ||||||||||||||||||||||||||||||||||
|
| c) | Capital earnings per share is the total capital earnings after taxation divided by the weighted average number of shares in issue. |
| ||||||||||||||||||||||||||||||||||
|
| d) | There are no instruments that will increase the number of shares in issue in future. Accordingly, the above figures currently represent both basic and diluted earnings per share.
|
| ||||||||||||||||||||||||||||||||||
| 8 | Investments at fair value |
| |||||||||||||||||||||||||||||||||||
|
| The most critical estimates, assumptions and judgements relate to the determination of the carrying value of investments at "fair value through profit and loss" ("FVTPL"). All investments held by the Company are classified as FVTPL and measured in accordance with the International Private Equity and Venture Capital Valuation ("IPEVCV") guidelines, as updated in December 2015. This classification is followed as the Company's business is to invest in financial assets with a view to profiting from their total return in the form of capital growth and income.
For investments actively traded on organised financial markets, fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time frame determined by the relevant market. Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional.
Unquoted investments are stated at fair value by the Directors in accordance with the following rules, which are consistent with the IPEVCV guidelines:
All investments are held at the price of a recent investment for an appropriate period where there is considered to have been no change in fair value. Where such a basis is no longer considered appropriate, each investment is considered as a whole on a 'unit of account' basis, alongside the following factors:
|
| |||||||||||||||||||||||||||||||||||
|
| (i)
| Where a value is indicated by a material arms-length transaction by an independent third party in the shares of a company, this value will be used.
|
| ||||||||||||||||||||||||||||||||||
|
| (ii) | In the absence of i) and depending upon both the subsequent trading performance and investment structure of an investee company, the valuation basis will usually move to either:-
|
| ||||||||||||||||||||||||||||||||||
|
|
| a) | an earnings multiple basis. The shares may be valued by applying a suitable price-earnings ratio to that company's historic, current or forecast post-tax earnings before interest and amortisation (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the Investment Adviser compared to the sector including, inter alia, a lack of marketability).
|
| |||||||||||||||||||||||||||||||||
|
|
| Or:- |
|
| |||||||||||||||||||||||||||||||||
|
|
| b) | where a company's underperformance against plan indicates a diminution in the value of the investment, provision against cost is made, as appropriate.
|
| |||||||||||||||||||||||||||||||||
|
| (iii) | Premiums that will be received upon repayment of loan stock investments are accrued at fair value when the Company receives the right to the premium and when considered recoverable.
|
| ||||||||||||||||||||||||||||||||||
|
| (iv) | Where an earnings multiple or cost less impairment basis is not appropriate and overriding factors apply, discounted cash flow or net asset valuation bases may be applied.
|
| ||||||||||||||||||||||||||||||||||
|
| A key judgement made in applying the above accounting policy relates to investments that are permanently impaired. Where the value of an investment has fallen permanently below cost, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Investment Adviser, will agree the values that represent the extent to which an investment loss has become realised. This is based upon an assessment of objective evidence of that investment's future prospects, to determine whether there is potential for the investment to recover in value. None were identified in the year.
|
| |||||||||||||||||||||||||||||||||||
|
| Movements in investments during the year are summarised as follows:
|
|
|
|
| ||||||||||||||||||||||||||||||||
|
|
| Traded on AIM | Unquoted ordinary shares | Unquoted preference shares | Loan stock | Total |
| ||||||||||||||||||||||||||||||
|
|
| £ | £ | £ | £ | £ |
| ||||||||||||||||||||||||||||||
|
| Cost at 31 December 2014 | 305,030 | 8,513,697 | 80,258 | 23,365,601 | 32,264,586 |
| ||||||||||||||||||||||||||||||
|
| Net unrealised gains at 31 December 2014 | 152,485 | 497,318 | 224,253 | 2,860,925 | 3,734,981 |
| ||||||||||||||||||||||||||||||
|
| Permanent impairment in cost of investments as at 31 December 2014 | - | (1,592,791) | (3,078) | (1,044,992) | (2,640,861) |
| ||||||||||||||||||||||||||||||
|
| Valuation at 31 December 2014 | 457,515 | 7,418,224 | 301,433 | 25,181,534 | 33,358,706 |
| ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
|
| Purchases at cost | - | 7,325,131 | 302 | 14,645,287 | 21,970,720 |
| ||||||||||||||||||||||||||||||
|
| Sale proceeds | - | (5,331,524) | (209,222) | (4,738,579) | (10,279,325) |
| ||||||||||||||||||||||||||||||
|
| Net realised gains/(losses) | - | 4,208,001 | (60,440) | 391,333 | 4,538,894 |
| ||||||||||||||||||||||||||||||
|
| Reclassification at value | - | (245,419) | 297 | 245,122 | - |
| ||||||||||||||||||||||||||||||
|
| Net unrealised (losses)/gains for the year (note a) | (63,544) | 2,493,869 | (517) | (663,192) | 1,766,616 |
| ||||||||||||||||||||||||||||||
|
| Valuation at 31 December 2015 | 393,971 | 15,868,282 | 31,853 | 35,061,505 | 51,355,611 |
| ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
|
| Cost at 31 December 2015 | 305,030 | 15,950,6451 | 29,850 | 33,775,769 | 50,061,294 |
| ||||||||||||||||||||||||||||||
|
| Net unrealised gains at 31 December 2015 | 88,941 | 1,360,322 | 5,081 | 2,330,728 | 3,785,072 |
| ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
|
| Permanent impairment in cost of investments as at 31 December 2015 (note b) | - | (1,442,685) | (3,078) | (1,044,992) | (2,490,755) |
| ||||||||||||||||||||||||||||||
|
| Valuation at 31 December 2015 | 393,971 | 15,868,282 | 31,853 | 35,061,505 | 51,355,611 |
| ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
| a) | Within net unrealised gains of £1,766,616 for the year, the significant gains were £951,242 in Virgin Wines Holding Company Limited, £907,969 in Jablite Holdings Limited, £538,159 in Tharstern Group Limited, £436,904 in The Plastic Surgeon Holdings Limited, and £318,532 in Blaze Signs Holdings Limited; the significant unrealised losses were as follows: £1,163,630 in Turner Topco Limited (trading as ATG Media), £530,602 in Media Business Insight Holdings Limited, £362,569 in Gro-Group Holdings Limited, and £336,477 in CGI Creative Graphics International Limited.
|
| |||||||||||||||||||||||||||||||||||
|
| The decrease in unrealised valuations of the loan stock investments above reflects the changes in the entitlement to loan premiums, and/or in the underlying enterprise value of the investee company. The increase does not arise from assessments of credit risk or market risk upon these instruments.
|
| |||||||||||||||||||||||||||||||||||
| b) | During the year, permanent impairments of the cost of investments have reduced from £2,640,861 to £2,490,755. The reduction of £150,106 is due to an investee company being dissolved in the year, which removes the cost and related impairment of this investment from these Financial Statements.
|
| |||||||||||||||||||||||||||||||||||
| Reconciliation of investment transactions to Statement of Cash Flows |
| ||||||||||||||||||||||||||||||||||||
| Purchases above of £21,970,720 are greater than that shown in the Statement of Cash Flows of £21,970,561 by £159. This relates to the purchase of shares via the exercising of options in an investee company, which completed in the year. |
| ||||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||
| The cash flow from investment proceeds shown above of £10,279,325 differs from the sale proceeds shown in the Statement of Cash flows of £9,862,770, by £416,555. This is due to £514,245 of deferred cash sale proceeds not received until after the year-end, against which £97,690 of deferred cash sale proceeds were received during the year relating to a prior year.
|
| ||||||||||||||||||||||||||||||||||||
| 9 | Current asset investments and Cash at bank |
| |||||||||||||||||||||||||||||||||||
|
| Cash equivalents, for the purposes of the Statement of Cash Flows, comprises bank deposits repayable on up to three months' notice and funds held in OEIC money-market funds. Current asset investments are the same but also include bank deposits that mature after three months. Current asset investments are disposable without curtailing or disrupting the business and are readily convertible into known amounts of cash at their carrying values at immediate or up to one year's notice. Cash, for the purposes of the Statement of Cash Flows is cash held with banks in accounts subject to immediate access. Cash at bank in the Balance Sheet is the same. |
| |||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||
|
|
| 2015 | 2014 |
| |||||||||||||||||||||||||||||||||
|
|
| £ | £ |
| |||||||||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||||||||
|
| OEIC Money market funds | 9,434,251 | 1,633,516 |
| |||||||||||||||||||||||||||||||||
|
| Bank deposits that mature within up to three months | 2,501,272 | 3,517,054 |
| |||||||||||||||||||||||||||||||||
|
| Cash equivalents per Statement of Cash Flows | 11,935,523 | 5,150,570 |
| |||||||||||||||||||||||||||||||||
|
| Bank deposits that mature after three months | 3,010,751 | 3,500,000 |
| |||||||||||||||||||||||||||||||||
|
| Current asset investments | 14,946,274 | 8,650,570 |
| |||||||||||||||||||||||||||||||||
|
| Cash at bank | 7,221,793 | 18,371,075 |
| |||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||
| 10 | Post balance sheet events |
| |||||||||||||||||||||||||||||||||||
|
| On 29 January 2016, Leap New Co Limited (trading as Ward Thomas) repaid loan stock of £1.00 million. On 1 February 2016, Fullfield Limited (Motorclean) repaid loan stock of £0.09 million. On 26 February 2016, one of the Company's investments, Pound FM Consultants Limited, a company preparing to trade, provided growth capital of £1.09 million to invest in Redline Securities Limited (trading as Redline Assured Security). On 7 March 2016, the Company received a further £0.60 million deferred consideration as a result of the realisation of Focus Pharma Holdings Limited in a previous year.
|
| |||||||||||||||||||||||||||||||||||
| 11 | Statutory Information |
| |||||||||||||||||||||||||||||||||||
|
| The financial information set out in these statements does not constitute the Company's statutory accounts for the year ended 31 December 2015 in terms of section 434 of the Companies Act 2006 but is derived from those accounts. Statutory accounts for the year ended 31 December 2015 will be delivered to Companies House following the Company's Annual General Meeting. The auditors have reported on those accounts: their report was unqualified and did not contain a statement under Section 498 of the Companies Act 2006. |
| |||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||
| 12 | Annual Report |
| |||||||||||||||||||||||||||||||||||
|
| The Annual Report for the year ended 31 December 2015 will shortly be made available on the Company's website: www.migvct.co.uk and shareholders will be notified of this by email or post or sent a hard copy in the post in accordance with their instructions. Copies will be available thereafter to members of the public from the Company's registered office. |
| |||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||
| 13 | Annual General Meeting |
| |||||||||||||||||||||||||||||||||||
|
| The Annual General Meeting of the Company will be held at 2.00pm on Monday, 23 May 2015 at 33 St James's Square, London, SW1Y 4JS.
|
| |||||||||||||||||||||||||||||||||||
Contact details for further enquiries:
Company Secretary : Robert Brittain
Investment Adviser: Mark Wignall or Mike Walker
Mobeus Equity Partners LLP
Tel: 020 7024 7600
E-mail: vcts@mobeusequity.co.uk.
DISCLAIMER
Neither the contents 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.