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Pin to quick picksMobeus I&g Regulatory News (MIX)

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Mobeus Income & Growth VCT is an Investment Trust

To provide investors with a regular income stream, by way of tax-free dividends, generated from income and capital returns, while continuing at all times to qualify as a VCT.

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Final Results

15 Apr 2014 07:00

RNS Number : 8043E
Mobeus Income & Growth VCT PLC
15 April 2014
 



Mobeus Income & Growth VCT plc ("MIG" or the "Company" or the "VCT")

Annual Results Announcement for the year ended 31 December 2013

 

FINANCIAL HIGHLIGHTS

 

Annual results for the year ended 31 December 2013

 

-

Net Asset Value ("NAV") total return per share for the year was 14.8%.

-

Share price total return per share for the year was 16.2%

-

Shareholders received an interim dividend of 4.00 pence per share in September 2013. Together with the proposed final dividend of 3.25 pence per share, this will bring total dividends paid in respect of the year to 7.25 pence per share.

-

The cash position has been enhanced by the Mobeus VCT Linked Offer in 2013, which raised £8.28 million (before costs) for the Company and the current fundraising, in which the Company has raised a further £8.09 million to date.

-

The Company invested a total of £9.76 million into new investments during the year, including the management buyouts ("MBOs") of Gro-Group, Veritek Global and Virgin Wines and additional investment to enable existing portfolio companies ATG Media and Motorclean to fund strategic acquisitions.

 

PERFORMANCE SUMMARY

 

The net asset value per share of the Company at 31 December 2013 was 102.18 pence.

 

The table below shows the recent performance of the original funds raised in 2004/05. Performance data for all fundraising rounds and for former Matrix Income & Growth 3 VCT shareholders are shown on pages 69 - 70 of the Annual Report.

 

Reporting date

as at

Net assets

 

 

 

 

NAV per share

 

 

 

Share price (mid-market price)1

Cumulative dividends paid per share

 

Cumulative total return per share2

 

Dividends per share in respect of the year

(NAV basis)

(Share price basis)

(£m)

(p)

(p)

(p)

(p)

(p)

(p)

31 December 2013

54.27

102.18

87.50 1

44.05

146.23

131.55

7.25 *

31 December 2012

43.29

94.22

 80.50

38.05

132.27

118.55

7.00

31 December 2011

40.73

95.59

 78.75

26.80

122.39

105.55

6.75

31 December 2010

38.45

96.66

 84.00

21.30

117.96

105.30

5.00

 

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.

3 The discount on the Company's shares at 31 December 2013 was 9.6% based on the NAV per share at 30 September 2013 of 96.75 pence, which was the latest published figure at that time.

 

* Proposed final dividend -The figure in the above table for dividends per share in respect of the year ended 31 December 2013 includes a proposed final dividend of 3.25 pence. This dividend comprises 1.50 pence from capital and 1.75 pence from income and will be recommended to shareholders at the Annual General Meeting of the Company to be held on 7 May 2014. If approved, the dividend will be paid on 14 May 2014 to shareholders on the Register on 22 April 2014 and will bring total dividends paid in respect of the year ended 31 December 2013 to 7.25 pence per share.

 

 

CHAIRMAN'S STATEMENT

 

I am pleased to present the annual results of Mobeus Income & Growth VCT plc for the year ended 31 December 2013.

 

Performance

This has been another positive year for the VCT. The Company produced a NAV total return per share of 14.8% (2012: 10.3%) for the year to 31 December 2013 while the total share price return was 16.2% (2012: 16.5%), continuing the good performance achieved in 2012. The share price has risen over the year from 80.50 pence at 31 December 2012 to 87.50 pence, reflecting the rise in NAV per share. For details of these calculations for the current year, please see the Strategic Report below.

 

Many of the companies in the portfolio have continued to achieve strong growth in their niche markets. The steady performance of your portfolio supports the view that well-managed and prudently financed businesses can succeed in differing market conditions. The portfolio is well-positioned to take advantage of the more promising near term outlook for the UK economy.

 

Dividends

Your Directors are pleased to recommend a final dividend in respect of 2013 of 3.25 pence (2012: 2.00 pence) per share, comprising 1.50 pence (2012: 0.50 pence) per share from capital and 1.75 pence (2012: 1.50 pence) per share from income. Subject to shareholder approval, this dividend will be paid on 14 May 2014 to shareholders on the Register on 22 April 2014.

 

Shareholders received an interim dividend of 4.00 pence per share in September 2013 and this, together with the proposed final dividend, will bring total dividends paid in respect of the year to 7.25 pence (2012: 7.00) per share and cumulative dividends paid since inception to 47.30 pence (2012: 40.05) 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 five years. A table showing the dividends paid in respect of each of the last five years and cumulative dividends paid is included in the Strategic Report on page 9 of the Annual Report.

 

Investment portfolio

During the year under review, the Company has invested a total of £9.76 million (including £5.00 million which was previously held in acquisition vehicles) to support the MBOs of Gro-Group, Veritek Global and Virgin Wines and two substantial strategic acquisitions by existing portfolio companies, Motorclean and ATG Media. This is a record level of new investment and Mobeus, the Company's Investment Adviser ("Adviser"), reports that dealflow continues to be strong. Following the year-end, the VCT has already completed one further new investment in February 2014. This was to support the MBO of Entanet International Limited, a wholesale provider of internet connectivity solutions. The prospects are good for further new investment during the current year.

 

Sale proceeds for the year have totaled £5.87 million, including £2.26 million received from Newquay Helicopters (formerly British International) as part of this company's realisation strategy, £0.40 million received from Faversham House and £3.21 million received from other portfolio companies making partial loan stock repayments. Following the year-end, in April 2014, the VCT received £1.56 million in cash proceeds from the successful realisation of Machineworks. A number of companies are pursuing their options for possible exits and we expect that some of these will complete during 2014.

 

Strategic Report

Shareholders may be aware that a number of significant changes have been introduced by recent legislation which affects the way in which companies are now required to present information in the narrative sections of their annual reports. In particular, you will see that this year's Annual Report contains a Strategic Report for the first time. The purpose of this Report is to inform shareholders and help them to assess how the Directors have performed their duty to promote the success of the Company. The Report sets out the Company's Objective, Investment Policy and Business Model. The Performance section provides information on how, and to what extent, the Company has achieved its Objective during the year and over the longer term, together with a description of the key performance indicators which the Directors monitor in order to measure the success of the Company. That section is followed by the Investment Review, which includes key data on the top ten investments and an analysis of the full investment portfolio. The Report goes on to provide context to this performance, giving information on what the Board regards as the key risks faced by the Company, how those risks are dealt with and the Company's other key policies. In summary this Report should give shareholders an overview of your Company's progress in the year, supported by further detail that you can review, as you wish, in other sections of the Annual Report.

 

To avoid repetition, much of the detail that would previously have been included in the Chairman's Statement can now be found within the Strategic Report. I would be interested to receive shareholders' views on whether you find this new format helpful and informative as well as your suggestions on any improvements you believe could be made.

 

Review of longer term performance

Shareholders who invested in 2004 at the launch of the Company have seen a total return of 146.23 pence per share compared with their initial investment cost of 100 pence per share, or a net cost (after initial income tax relief of 40 pence) of 60 pence per share. As part of this return 44.05 pence in dividends have been received. This is an average annual yield upon that initial 60 pence net investment of 7.9%. The balance of the total return, the underlying net asset value, is 102.18 pence per share.

 

Legislative and regulatory developments

The Finance Bill 2014 ("the Bill") has introduced measures to discourage VCT shareholders from selling their existing shares within six months before or after the date of making a new investment in the same VCT. Investors are now only able to claim income tax relief to the extent that the value of the new shares they subscribe for in respect of that VCT exceeds the proceeds from the shares which were sold. The Bill also contains measures that will prevent VCTs from returning share capital to investors within three years of the end of the accounting period in which the VCT issued the shares. Distributions made from realised profits will not be affected by this change. These changes will apply to shares issued after 6 April 2014.

 

The VCT is required to appoint an Alternative Investment Fund Manager ("AIFM") before July 2014 to comply with new legislation which implements the European Commission's Alternative Investment Fund Managers' Directive. This development has tightened the rules on alternative investments. The Board is considering the Company's options in respect of the new legislation and is seeking clarification of the requirements. However, at the current time, given the information currently available, the nature of the Company's business and the fact that the Adviser has been appointed under a non-discretionary mandate, the Board believes that the most appropriate action will probably be for the Company to appoint itself as its own AIFM to comply with the specific requirements of the legislation. Mobeus will continue to provide investment advisory and administrative services to the Company under the current agreement.

 

Recent changes to the European Commission's Transparency Directive will mean that the Company will shortly no longer be required to publish quarterly Interim Management Statements. However, the Board intends to continue to announce the NAV per share on a quarterly basis.

 

Board of Directors

Following a review of the composition of the Board by the Nomination and Remuneration Committee, the Board intends to appoint a new Director as part of its succession planning shortly.

 

Fundraising

The Company raised £8.28 million (£8.09 million after issue costs) in the Mobeus Linked VCT Offer launched on 29 November 2012, which closed on 30 June 2013. The Company launched a further linked fundraising with the other three Mobeus VCTs on 28 November 2013 to raise up to £24 million, which has since been increased to £34 million, across the four VCTs. The funds raised for the VCT will further improve the Company's liquidity, ensuring it can take part in the expected increased dealflow and enabling it to spread its fixed running costs over a larger asset base. The monies raised will provide a fund of new money which may be used to pay ongoing expenses, including dividends and share buybacks, thus preserving money raised prior to 6 April 2012 to support the Company's strategy of investing in MBO deals. Details of the Offer were posted to shareholders in December 2013. This Offer has been well received and a total of £8.09 million of applications has been received by this VCT to date, representing one quarter of the funds raised.

 

The Offer will remain open until 30 April 2014 although the Directors of the four VCTs reserve the right to extend the closing date at their discretion. It will close earlier if fully subscribed.

The Board is currently of the view that regular fundraisings are needed, to provide adequate levels of capital to enable the Company to pursue its Objective. Therefore, subject to any changes in the regulatory and/or investment environment, the Board is considering a further fundraising to be launched during the 2014/15 tax year.

 

Annual General Meeting

The Annual General Meeting of the Company will be held at 2.00 pm on Wednesday, 7 May 2014 at the offices of SGH Martineau LLP, One America Square, Crosswall, London EC3N 2SG. Both the Board and the Adviser look forward to welcoming shareholders to the meeting which will provide shareholders with the opportunity to ask questions and to receive a presentation from the Adviser on the investment portfolio.

 

Industry award for the Company

We are pleased to report to shareholders that the Company was awarded VCT of the Year 2013 at last year's Investment Week Investment Company Awards. The award recognised the strong and consistent all-round performance of the Company.

 

Future prospects

We have seen clear signs of improvement in the outlook for the UK economy since the end of the half-year in June 2013. Some business surveys reveal a cautious optimism in the corporate sector and the Office for Budget Responsibility is currently forecasting growth of 2.7% for 2014. Against this more optimistic tone, other commentators are concerned about how solid such a recovery may be in the medium term, while others argue that interest rates should be raised sooner rather than later, to prevent certain parts of the economy from overheating.

 

Despite these concerns and the increased tensions between Russia and the West, the Board and the Adviser believe that the recent pick-up in growth in the UK economy will be sustainable and that interest rates and inflation will remain relatively low for the foreseeable future.

 

The Adviser is also of the view that there are many promising new opportunities to invest in established, profitable businesses on attractive terms. In addition, there continue to be several opportunities to provide further finance to certain businesses in the portfolio to enable them to make acquisitions. The VCT's strong cash position will enable it to capitalise on the opportunities for new investment.

 

The Board continues to believe that its Investment Policy mitigates many of the risks inherent in investing in smaller UK companies and that it should continue to generate attractive returns for shareholders.

 

Finally, I would like to express my thanks to all shareholders for their continuing support of the Company.

 

Keith Niven

Chairman

 

 

STRATEGIC REPORT

 

Introduction

The Directors are pleased to present the Strategic Report of the Company for the year ended 31 December 2013. The purpose of this Report is to inform shareholders and help them to assess how the Directors have performed their duty to promote the success of the Company.

 

The Report has been prepared by the Directors in accordance with section 414 of the Companies 2006 ("the Act").

 

Company Objective

The Objective of the Company is to provide investors with a regular income stream, by way of tax-free dividends generated from income and capital returns.

 

The Company and its business model

The Company is a Venture Capital Trust ("VCT"). Its Investment Policy is designed to ensure that the VCT continues to qualify and is approved as a VCT by HM Revenue & Customs ("HMRC") whilst maximising returns to shareholders from both income and capital. One of the rules to remain a VCT is that it must remain a fully listed company on the London Stock Exchange, and thus must also comply with the listing rules governing such companies.

 

The Company is an externally advised fund with a Board comprising non-executive Directors. The Board has overall responsibility for the Company's affairs including the determination of its Investment Policy. Investment advisory and operational support are outsourced to external service providers including the Adviser, Company Secretary and Administrator and Registrar, with the key strategic and operational framework and key policies set and monitored by the Board. Investment and divestment proposals are originated, negotiated and recommended by the Adviser and are then subject to comment and approval by the Directors.

 

Private individuals invest in the Company to benefit from both income and capital returns generated by investment performance. By investing in a VCT they also receive immediate income tax relief (currently 30% of the amount subscribed for new shares by an investor), as well as tax-free dividends received from the Company and are not liable for any capital gains tax upon the eventual sale of the shares.

 

PERFORMANCE

The Board has identified six key performance indicators that it uses in its own assessment of the Company's progress. These are intended to provide shareholders with sufficient information to assess how the Company has performed in 2013 and over the longer term against its Objective, resulting from the application of its investment and other principal policies:

 

1.

Annual and cumulative returns per share for the year

 

Total shareholder returns per share for the year

The NAV and share price total returns per share for the year ended 31 December 2013 were 14.8% and 16.2% respectively, as shown below:

 

NAV basis

(p)

Share price basis

(p)

Closing NAV per share at 31 December 2013

102.18

Closing share price at 31 December 2013

87.50

Plus: dividends paid in year

6.00

Plus: dividends paid in year

6.00

Total

108.18

Total

93.50

Less: opening NAV per share

(94.22)

Less: opening share price

(80.50)

Return for year

+ 13.96

Return for year

+ 13.00

% return for year

+14.8%

% return for year

+16.2%

 

The Board considers both the NAV and share price returns for the year to be satisfactory.

 

For similar performance data to that shown above for each allotment in each fundraising since the inception of the Company (including the former Matrix Income & Growth 3 VCT), please see the Performance Data Appendix in the Annual Report.

 

Review of financial results for the year

 

For the year

2013 £(m)

2012 £(m)

Capital return

4.90

3.24

Revenue return

2.38

1.09

Total profit

7.28

4.33

 

The positive capital return of £4.90 million for the year is due to a healthy uplift in portfolio valuations of a net £4.83 million on investments held at the year-end and gains realised in the year from disposals of £0.73 million. Management fees charged to capital returns were a net £0.66 million.

 

The increase in the revenue return for the year of £1.29 million is mainly due to a rise in income of £1.66 million, from £1.80 million to £3.46 million, explained in the table below:

 

2013 £'000

2012

£'000

%

Change

Reason

Loan interest from investee companies

 

2,724

 

1,483

 

+83.7%

Due to new loan stock investments, and an exceptional receipt from Newquay Helicopters, settling historic arrears.

Dividend income from investee companies

 

577

 

206

 

+180.1%

Higher and maiden dividends received, including preference dividend arrears from Newquay Helicopters.

Returns on cash

158

97

+62.9%

Higher amounts placed on bank deposit.

Other income

-

12

 -

Totals

3,459

1,798

+92.4%

 

2. The VCT's performance compared with its peer group

The Board places emphasis on benchmarking the Company's performance against its peer group of VCTs. Statistics produced by the AIC demonstrate that the Company's total return per share on a NAV basis has been maintained in the first or second quartile of the VCT's peer group on a one, three and five year basis.

 

Industry awards for the Company and the Investment Adviser

The Company was awarded VCT of the Year 2013 at last year's Investment Week Investment Company Awards. The performance of the Adviser was also recognised in the unquote" British Private Equity Awards 2013, where Mobeus was named VCT House of the Year 2013 for the second consecutive year. These awards recognised the high level of consistency achieved by the Company and the Adviser during the year in maintaining high standards in all areas of its activity including deals, exits, portfolio management and fundraising.

 

3. Compliance with VCT legislation

In order to comply with VCT tax legislation, the Company must meet a number of tests set by HMRC as detailed below under VCT Regulation within the Investment Policy. At 31 December 2013, the Company continued to meet these tests.

 

4. Costs

The Board monitors costs using the Ongoing Charges Ratio which is as set out in the table below.

 

2013

2012

Ongoing charges

2.7%

2.8%

Performance fee

0.0%

0.0%

Ongoing charges plus accrued performance fee

2.7%

2.8%

 

The Ongoing Charges Ratio has been calculated using the AIC recommended methodology. This figure shows shareholders the annual percentage reduction in shareholder returns as a result of recurring operational expenses, assuming markets remain static and the portfolio is not traded. Although the ongoing charges figure is based upon historical information, it provides shareholders with an indication of the likely level of costs that will be incurred in managing the fund in the future.

 

The Ongoing Charges Ratio replaces the Total Expense Ratio previously reported, although the latter will still form the basis of any expenses in excess of the expense cap, that would be borne by the Adviser. There was no breach of the expense cap for the year ended 31 December 2013 (2012: £nil).

 

The fall in the ratio over the year reflects the benefit of spreading the element of costs that are fixed across a larger asset base.

 

Management fees and other expenses

In line with the rise in net assets, Adviser fees charged to both revenue and capital have increased from £0.97 million to £1.15 million whilst other expenses have risen slightly from £0.26 million to £0.29 million

 

In addition to its Investment Policy, the Board also monitors the key performance indicators arising from applying its Dividend and Share Buyback Discount Policies. These indicators are respectively dividends paid in respect of each year and the discount to NAV at which shares are bought back by the Company.

 

5. Dividend policy

The Company has a target of paying an annual dividend of at least 4.00 pence per share in respect of each financial year. It has comfortably exceeded this target in each of its last five financial years.

 

However, the ability of the Company to pay dividends in the future cannot be guaranteed and will be subject to performance and available cash and reserves.

 

-

Dividends per share in respect of the financial year ended 31 December 2013 are 7.25 pence, subject to shareholder approval of the proposed final dividend of 3.25 pence per share.

 

-

Cumulative dividends paid to date are 44.05 pence per share. Subject to shareholder approval of the proposed final dividend of 3.25 pence per share, cumulative dividends paid will increase to 47.30 pence per share.

 

6. Share buyback and discount policy

Subject to the Company having sufficient available funds and distributable reserves, it is the Board's current intention to pursue a buyback policy with the objective of maintaining the discount to the latest published NAV at which the shares trade at approximately 10%. Continuing shareholders benefit from the difference between the net asset value and the price at which the shares are bought back and cancelled. The discount of approximately 10% has been maintained for much of the last three years, since the Board stated its intent to target such a discount level.

 

During the year ended 31 December2013, shareholders holding 1.22 million shares expressed their desire to sell their investments. The Company instructed its brokers, Panmure Gordon (UK) Limited ("Panmure Gordon"), to purchase these shares at prices representing discounts of approximately 10% to the previously announced NAV per share. The Company subsequently purchased these shares at prices of between 80.00-87.00 pence per share and cancelled them.

 

In total, the Company has bought back 2.7% of the issued share capital of the Company at the beginning of the year during the year.

 

 

INVESTMENT REVIEW

 

The strong dealflow reported at the half-yearly stage has continued in the second half of the year. The Adviser is increasingly confident that new investment activity will continue at a high rate in 2014. The Adviser believes the healthy level of dealflow reflects both improved business confidence and the continued perception that the UK banking industry remains unable to meet the funding needs of smaller businesses.

 

The valuation of the portfolio has increased by 16.0% during the year on a like-for-like basis. This is due to the strong trading performance of, and repayment of borrowings by, a number of companies in the portfolio.

 

Investments remain diversified across a number of sectors primarily in support services, general retailers, media and technology.

 

New investment

A total of £9.76* million was invested into new deals during the year under review, including substantial new investments to support the MBOs of Gro-Group, Veritek Global and Virgin Wines.

 

The Adviser has also focussed on opportunities for expansion by acquisition within the existing portfolio. As a result of this, the VCT has funded two substantial strategic acquisitions by Motorclean and ATG Media. The additional investment in Motorclean was provided to support its ambitions as a consolidator in its market, increasing its depth and range of geographical coverage. For ATG Media, the acquisition finance enabled it to acquire an established position in the USA and broaden its sector coverage.

 

Principal new investments in the year

 

Company

Business

Month

Amount of new

investment (£m)

Motorclean

Vehicle cleaning and valet services

February

1.34

Motorclean acquired Forward Valeting Services Limited to create the UK's largest provider of car cleaning and valeting services to the motor industry with a turnover in excess of £35 million and around 450 dealership sites across the country. The VCT's total investment in this company is now £2.58 million.

 Gro-Group

Baby sleep products

March

1.93

Devon based Gro-Group created the original, and now internationally renowned, Gro-bag which has become the leading baby sleep bag brand in the UK and Australia. Market penetration of the product has increased to around 90% since the company was founded in 2000 and annual turnover has grown to £11.44 million.

ATG Media

Publisher and online auction platform operator

April

1.64

ATG Media acquired Bidspotter Inc, a US based business engaged in providing live bidding and auction software to industrial and commercial liquidation auctioneers. The VCT's total investment in this company is now £3.12 million.

Veritek Global

Maintenance of imaging equipment

July

2.05

Veritek Global provides technical service, support and maintenance of complex and valuable equipment to world-leading brands throughout the photo imaging, healthcare, digital cinema, digital print and graphics sectors across Europe. The company's latest full year accounts show annual sales of £24.68 million and profit before interest, tax and goodwill of £1.50 million.

Virgin Wines

Online wine retailer

November

2.53

Virgin Wines is an online wine merchant and the Virgin Group Partner with the sole UK rights to use the Virgin brand to source and sell boutique, handcrafted wines from all over the world. The company's latest full year accounts show annual sales of £34.48 million and profit before interest, tax and goodwill of £2.01 million.

 

* Each of the above investments utilised £1 million from one of the Company's acquisition vehicles, totalling £5 million, which is included in the above figures. For further details please see the Investment Portfolio Summary below.

 

Post year-end

The VCT made a new investment to support the MBO of Entanet International Limited, including £1 million from an acquisition vehicle.

 

Company

Business

Month

Amount of new

investment (£m)

Entanet

Wholesale provider of internet connectivity solutions

February 2014

1.71

 

Realisations in the year

 

Company

Business

Date of original investment/

Realisation

Total proceeds over life of investment/

Multiple over cost

Faversham House

Publisher, exhibition organiser and operator

December 2010

December 2013

£0.53 million

0.93 times cost

Faversham's progress had fallen short of expectations and we took the opportunity to agree with management a phased realisation of our holding. In March 2013, the VCT sold part of its loan stock and its entire equity investment. The residual loan stock investment was realised in two phases later in the year. £0.37 million was received in loan stock repayments during the year, as included in the table below.

Partial loan stock repayments

Newquay Helicopters

Helicopter Service Operators

June 2006

Ongoing

£3.30 million

1.97 times cost

Newquay sold its principal operating subsidiary, British International Helicopter Services, to Patriot Aerospace in May 2013 as part of its asset realisation strategy. The VCT had made a further loan of £0.29 million in March 2013 to provide working capital to support this process which is continuing. £2.26 million was received in loan stock repayments during the year, as included in the table below.

Positive cashflow at a number of companies has contributed to a healthy level of loan stock repayments totaling £5.85 million for the year, which figure includes the two companies above, as summarised below:-

 

 

Company

Business

Month

Amount (£m)

Newquay Helicopters

Helicopter service operator

May

2.26

DiGiCo Global

Manufacturer of audio mixing desks

April/July/October

0.98

Focus Pharma

Licensing and distribution of pharmaceuticals

September/November

0.78

Faversham House

Publisher, exhibition organiser and operator

March-December

0.37

EMaC

Provider of service plans to the motor trade

August

0.37

Motorclean

Vehicle cleaning and valet services

February

0.35

Blaze Signs

Signs and sign maintenance

October

0.35

Westway

Installation, service and maintenance of air conditioning systems

April/August

0.25

Tessella

Consultancy

Quarterly

0.10

Monsal

Engineering services

July

0.04

Total

5.85

 

Post year-end

Company

Business

Date of original investment/

Realisation

Total proceeds over life of investment/

Multiple over cost

Machineworks

Software for CAM and machine tool vendors

April 2006

April 2014

£2.39 million

4.09 times cost

 

Investment outlook

The increase in the number and the continuing quality of investment opportunities that we have seen in recent months is encouraging. We see this as a result of the upturn in business confidence as the UK consolidates its emergence from recession. We are being approached by sellers with much more realistic expectations of the value of their businesses and the commitment to see deals through to completion. As a result of our prudent approach to new investment during the downturn, the Company still retains a strong level of liquidity which will enable it to take advantage of this more positive environment. We believe that the current encouraging performance of the portfolio, and the improved outlook for new investment, should create value for shareholders in the medium term.

 

INVESTMENT PORTFOLIO SUMMARY

as at 31 December 2013

 

Market sector

Date of investment

Total book cost

Valuation

Like for like valuation increase/

(decrease) over year 1

% value of net assets

% of equity held by funds advised by Mobeus2

£'000

£'000

Qualifying investments

Unquoted investments

ATG Media Holdings Limited4

Media

Oct-08

3,122

 6,913

31.2%

12.7%

38.4%

Publisher and on-line auction platform operator

Fullfield Limited (trading as Motorclean) 4 Provider of vehicle cleaning and valet services

Support services

Jul-11

2,577

 2,964

10.6%

5.5%

41.0%

Blaze Signs Holdings Limited Manufacturer and installer of signs

Support services

Apr-06

492

 2,613

100.1%

4.8%

52.5%

Culbone Trading Limited (Trading as Virgin Wine Online ) 4 Online Wine retailer

General retailers

Nov-13

2,526

2,526

New investment

4.7%

42.0%

Ingleby (1879) Limited (EMaC)

Provider of service plans for the motor trade

Support services

Nov-11

1,395

 2,372

22.1%

4.4%

30.0%

Tessella Holdings Limited Technology consultancy

Support services

Jul-12

1,559

 2,088

32.0%

3.8%

24.0%

Madacombe Trading Limited (trading as Veritek Global) 4

Support services

Jul-13

2,045

 2,045

New investment

 

3.8%

 

44.0%

Maintenance of imaging equipment

Gro-Group Holdings Limited 4

Baby sleep products

General retailers

Mar-13

1,928

 1,928

New investment

3.6%

37.6%

CB Imports Group Limited (trading as Country Baskets)

General retailers

Dec-09

2,000

 1,746

(29.6)%

3.2%

23.2%

Importer and distributor of artificial flowers and floral sundries.

Focus Pharma Holdings Limited

Pharmaceuticals

Oct-07

 387

1,360

30.0%

2.5%

13.0%

Licensor and distributer of generic pharmaceuticals

ASL Technology Holdings Limited Printer and photocopier services

Support services

Dec-10

1,913

 1,357

80.0%

2.5%

34.0%

Westway Services Holdings (2010) Limited

Support services

Jun-09

395

1,096

59.9%

2.0%

13.0%

Installation, service and maintenance for air conditioning systems

Ackling Management Limited

Acquisition vehicle used following the year-end to support the MBO of Entanet international Limited

Support services

Apr-12

1,000

1,000

-

1.8%

50.0%

EOTH Limited (RAB and Lowe Alpine) Branded outdoor equipment and clothing

General retailers

Oct-11

1,000

 981

(1.9)%

1.8%

8.0%

Machineworks Software Limited

Software and computer services

Apr-06

223

913

(19.9)%

1.7%

45.0%

Provider of software for CAM and machine tool vendors

RDL Corporation Limited

Recruitment consultant for the pharmaceutical, business intelligence and IT industries

Support services

Oct-10

1,558

719

(36.2)%

1.3%

45.2%

Youngman Group Limited

Manufacturer of ladders and access towers

Support services

Oct-05

1,000

701

-

1.3%

29.7%

The Plastic Surgeon Holdings Limited

Supplier of snagging and finishing services to the domestic and commercial property markets

Support services

Apr-08

478

645

20.1%

1.2%

30.0%

Vectair Holdings Limited

Designer and distributor of washroom products

Support services

Jan-06

139

642

39.9%

1.2%

24.0%

Newquay Helicopters (2013) Limited

(formerly British International Holdings Limited) Helicopter service operator

Support services

Jun-06

226

396

31.1%

0.7%

34.9%

Lightworks Software Limited Provider of software for CAD vendors

Software and computer services

Apr-06

223

200

14.4%

0.4%

45.0%

PXP Holdings Limited (trading as Pinewood Structures)

Construction and building materials

Dec-06

1,278

114

-

0.2%

32.9%

Designer, manufacturer and supplier of timber-frames for buildings

Monsal Holdings Limited

Supplier of engineering services to water and waste sectors

Support services

Dec-07

1,259

78

-

0.1%

29.4%

Racoon International Holdings Limited Supplier of hair extensions, hair care products and training

Personal goods

Dec-06

1,213

1

(99.7)%

0.0%

49.0%

Legion Group plc

(in administration)

Provider of manned guarding, mobile patrolling and alarm response services

Support services

Aug-05

150

-

-

0.0%

N/A

Watchgate Limited

Holding company

Support services

Nov-11

1

 -

-

0.0%

100.0%

 Total unquoted investments

30,087

 35,398

65.2%

AiM quoted investments

Omega Diagnostics Group plc

Health care equipment and services

Dec-10

305

 445

9.3%

0.8%

6.0%

In-vitro diagnostics for food intolerance, autoimmune diseases and infectious diseases

Total AIM quoted investments

305

 445

0.8%

Total qualifying investments

30,392

35,843

66.0%

Non-qualifying investments

DiGiCo Global Limited 3

Technology, hardware and equipment

Dec-11

1,612

 2,857

16.2%

5.3%

11.0%

Designer and manufacturer of digital sound mixing consoles

EOTH Limited (Rab and Lowe Alpine)

General retailers

Oct-11

298

 324

0.6%

-

Newquay Helicopters (2013) Limited

Support services

Nov-09

293

293

0.5%

-

Total non-qualifying investments

2,203

3,474

6.4%

Total portfolio investments

32,595

39,317

16.0%

72.4%

 

Current investments and Cash at bank

Cash at NatWest Bank plc 5

5,157

5,157

9.5%

 

Nationwide International 6

2,004

2,004

3.7%

 

Lloyds Bank plc 6

2,003

2,003

3.7%

 

HSBC Bank plc 6

2,002

2,002

3.7%

 

Barclays Bank plc 6

2,000

2,000

3.7%

 

GS Funds plc (Goldman Sachs) 6

430

430

0.8%

 

Global Treasury Funds plc (Royal Bank of Scotland) 6

387

387

0.7%

 

Insight Liquidity Funds plc (HBOS) 5

271

271

0.5%

 

Institutional Cash Series plc (BlackRock) 5

256

256

0.5%

 

SWIP Global Liquidity Fund plc (Scottish Widows)6

176

176

0.3%

 

Fidelity Institutional Cash Fund plc 5

114

114

0.2%

 

Total current investments and cash at bank

 

 

 14,8000

14,800

27.3%

 

 

Total investments

47,395

 54,117

99.7%

 

Other assets

609

1.1%

 

Current liabilities

(458)

(0.8)%

 

Net assets

54,268

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 minus any additions, with the valuation at the start of the year.

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. Details are contained in Note 10 to the Accounts on page 52 of the Annual Report.

3

Original investment was in DiGiCo Europe Limited in July 2007. This was partially realised in December 2011, since when part of the loan stock issued then has also been realised. Therefore, this represents the cost and valuation of the remainder of the continuing investment.

4

Each of these new investments utilised funds of £1,000,000 already held in an acquisition vehicle as follows: Virgin Wine Online Limited via Culbone Trading Limited, Madacombe Trading Limited (trading as Veritek Global) via Madacombe Trading Limited, Gro-Group Holdings Limited via Fosse Management Limited, ATG Media Holdings Limited via Peddars Management Limited and Fullfield Limited (trading as Motorclean) via Almsworthy Trading Limited. The amounts invested into ATG Media Holdings Limited and Fullfield Limited (Motorclean) were additional funds invested into existing portfolio companies and provided those companies with acquisition finance.

5

Disclosed as Cash at bank within Current assets in the Balance Sheet

6

Disclosed as Current investments within Current assets in the Balance Sheet.

 

KEY POLICIES

The Board has put in place the following policies to be applied to meet the Company's overall objective and to cover specific areas of the Company's business.

 

INVESTMENT POLICY

 

The VCT's policy is to invest primarily in a diverse 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, primarily in MBOs i.e. to support incumbent management teams in acquiring the business they manage but do not own. Investments are primarily 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 comprising 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. It must, however, 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).

 

UK Companies

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 VCT 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 around 80% of net funds raised in qualifying investments.

 

Risk diversification and maximum exposures

Risk is reduced 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 similar investment policies. This enables the VCT to participate in combined investments by the Adviser of up to £5 million in each business year.

 

Borrowing

The Company's Articles of Association ("Articles") 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.

 

OTHER KEY POLICIES

 

Cash available for investment and liquidity

The Company's cash and liquid resources are held in a range of instruments of varying maturities including liquid, low risk Money Market Funds and bank deposits, subject to the overriding criterion that the risk of loss of capital be minimised. The Company has participated in the Mobeus VCTs' annual linked fundraising since 2010 in order to maintain a sufficient level of funds that can be deployed in meeting the day-to-day expenses of the Company, dividends distributions and purchases of the Company's own shares. This enables money raised prior to 6 April 2012 to be allocated for future MBO investment.

 

Diversity

The Directors have considered diversity in relation to the composition of the Board and have concluded that its membership is diverse in relation to gender and breadth of experience. The Board comprises two men and one woman.

 

The Company does not have any senior managers or employees. The Board has made a commitment to consider diversity in making future appointments.

 

Further policies

In addition to the Investment Policy above and the policies on payment of dividends and share buybacks which are discussed earlier in this Strategic Report, the Company has adopted a number of further policies relating to:

 

- Human rights

- Anti-bribery policy

- Environmental and social responsibility

- Global greenhouse gas emissions

 

and these are set out in the Directors' Report on page 25 of the Annual Report.

 

 

PRINCIPAL RISKS

 

The Directors acknowledge the Board's responsibilities for the Company's internal control systems and have instigated systems and procedures for identifying, evaluating and managing the significant risks faced by the Company. This includes a key risk management review which takes place at each quarterly Board meeting. Further details of these are contained in the Corporate Governance Statement on pages 35 - 36 of the Annual Report. The principal risks identified by the Board are set out below:

 

Risk

Possible consequences

How the Board manages risk

Economic risk

Events such as an economic recession and movements in interest rates could affect trading conditions for smaller companies and consequently the value of the Company's qualifying investments.

The Board monitors (1) the portfolio as a whole to ensure that the Company invests in a diversified portfolio of companies and (2) developments in the macro-economic environment such as movements in interest rates.

 

Risk of loss of approval as a Venture Capital Trust

 

A breach of the VCT tax rules may lead to the Company losing its approval as a VCT, which would result in qualifying shareholders who have not held their shares for the designated period having to repay the income tax relief they obtained and that future dividends paid by the Company would be subject to tax. The Company would also lose its exemption from corporation tax on capital gains.

 

The Company's VCT qualifying status is continually reviewed by the Adviser.

 

The Board receives regular reports from PricewaterhouseCoopers LLP ("PWC") who has been retained to undertake an independent VCT status monitoring role.

Investment and strategic risk

Investment in unquoted small companies involves a higher degree of risk than investment in fully listed companies. Smaller companies often have limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals.

 

The Board regularly reviews the Company's Objective and investment Policy.

 

Investee companies are carefully selected by the Adviser for recommendation to the Board. The investment portfolio is reviewed by the Board on a regular basis.

 

Regulatory risk

The Company is required to meet its legal and regulatory obligations as a VCT and listed company. Failure to comply might result in suspension of the Company's Stock Exchange listing, financial penalties or a qualified audit report.

 

Regulatory and legislative developments are kept under review by the Company's Solicitors and by the Board.

 

 

Financial and operating risk

Failure of the systems at any of the third party service providers that the Company has contracted with could lead to inaccurate reporting or monitoring. Inadequate controls could lead to the misappropriation or insecurity of assets.

The Board carries out an annual review of the Internal controls in place and reviews the risks facing the Company at each quarterly Board meeting.

 

It reviews the performance of the service providers annually.

 

Market risk

Movements in the valuations of the VCT's investments will, inter alia, be connected to movements in UK Stock Market indices.

The Board receives quarterly valuation reports from the Manager.

 

The Manager alerts the Board about any adverse movements.

 

Asset liquidity risk

The Company's investments may be difficult to realise.

 

The Board receives reports from the Adviser and reviews the portfolio at each quarterly Board meeting. It carefully monitors investments where a particular risk has been identified.

 

Market liquidity risk

 

Shareholders may find it difficult to sell their shares at a price which is close to the net asset value.

The Board has a share buyback policy which seeks to mitigate market liquidity risk. This policy is reviewed at each quarterly Board meeting.

 

Counterparty risk

A counterparty may fail to discharge an obligation or commitment that it has entered into with the Company.

 

The Board regularly reviews and agrees policies for managing these risks. Further details can be found in the discussion on 'credit risk' in Note 19 to the accounts on pages 57 - 58 of the Annual report.

 

 

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 judgments and accounting estimates that are reasonable and prudent;

-

state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business;

-

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, which have been prepared in accordance with UK Generally Accepted Accounting Practice, 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 the Annual Report and Accounts, taken as a whole, are 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 are stated on page 23 of the Annual Report.

 

For and on behalf of the Board:

 

Keith Niven

Chairman

 

FINANCIAL STATEMENTS

 

Income Statement

for the year ended 31 December 2013

 

Year ended 31 December 2013

Year ended 31 December 2012

Revenue

Capital

Total

Revenue

Capital

Total

Notes

£

£

£

£

£

£

Unrealised gains on investments

-

4,832,261

4,832,261

-

3,488,447

3,488,447

Realised gains on investments

-

725,905

725,905

-

286,530

286,530

Income

2

3,459,318

-

3,459,318

1,797,530

-

1,797,530

Investment adviser's fees

3

(286,839)

(860,517)

(1,147,356)

(243,545)

(730,634)

(974,179)

Other expenses

(290,635)

-

(290,635)

(263,893)

-

(263,893)

Profit on ordinary activities before taxation

2,881,844

4,697,649

7,579,493

1,290,092

3,044,343

4,334,435

Tax on profit on ordinary activities

4

(504,213)

200,070

(304,143)

(192,913)

192,913

-

Profit for the year

2,377,631

4,897,719

7,275,350

1,097,179

3,237,256

4,334,435

Basic and diluted earnings per ordinary share

 

6

 

4.56p

 

9.41p

 

13.97p

 

2.42p

 

7.13p

 

9.55p

 

All the items in the above statement derive from continuing operations of the Company. No operations were acquired or discontinued in the year. The total column is the Profit and Loss Account of the Company. There were no other recognised gains and losses in the year.

 

Other than revaluation movements arising on investments held at fair value through the profit and loss account, there were no differences between the return as stated above and at historical cost.

 

 

Balance Sheet

As at 31 December 2013

 

Note

31 December 2013

£

31 December 2012

£

Fixed assets

Investments at fair value

7

39,317,184

34,857,675

Current assets

Debtors and prepayments

609,464

215,525

Current investments

9,642,587

3,632,668

Cash at bank

5,157,499

4,713,008

15,409,550

8,561,201

Creditors: amounts falling due within one year

(458,366)

(130,353)

Net current assets

14,951,184

8,430,848

Net assets

54,268,368

43,288,523

Capital and reserves

Called up share capital

8

531,126

459,465

Capital redemption reserve

8

186,520

75,583

Share premium reserve

8

15,361,612

27,018,629

Revaluation reserve

8

9,867,216

4,886,524

Special distributable reserve

8

25,580,251

8,989,989

Profit and loss account

8

2,741,643

1,858,333

Equity shareholders' funds

8

54,268,368

43,288,523

Basic and diluted net asset value per Ordinary Share

9

102.18p

94.22p

 

Reconciliation of Movements in Shareholders' Funds

for the year ended 31 December 2013

 

Year ended

31 December 2013

Year ended

31 December 2012

 Note

£

£

Opening shareholders' funds

43,288,523

40,726,175

Share capital subscribed for in the year

- net of expenses

8

17,393,270

5,037,328

Share capital bought back in the year

- including expenses

8

(10,474,734)

(1,588,947)

Profit for the year

7,275,350

4,334,435

Dividends paid in year

5

(3,214,041)

(5,220,468)

Closing shareholders' funds

8

54,268,368

43,288,523

 

Cash Flow Statement

for the year ended 31 December 2013

 

Year ended

Year ended

31 December 2013

31 December 2012

Note

£

£

Operating activities

Interest income received

3,066,706

1,880,902

Other income

3,615

11,759

Investment adviser fees paid

(1,147,356)

(974,179)

Other cash payments

(286,453)

(336,669)

Net cash inflow from operating activities

1,636,512

581,813

Investing activities

Acquisition of investments

7

 

 

(4,765,043)

 

 

(7,793,526)

Disposals of investments

7

5,863,541

4,129,618

Net cash inflow/(outflow)from investing activities

1,098,498

(3,663,908)

Equity dividends

Payment of dividends

5

(3,214,041)

(5,220,468)

Cash outflow before liquid resource management and financing

(479,031)

(8,302,563)

Management of liquid resources

(Increase)/decrease in current investments

(6,009,919)

7,491,013

Financing

Shares issued as part of joint fundraising offer for subscription

 

8

 

8,092,536

 

5,037,328

Shares issued as part of the Enhanced Buyback Facility

 

8

250,000

-

Shares bought back as part of Enhanced Buyback Facility (including expenses)

 

8

(388,289)

-

Share capital bought back

(1,020,806)

(1,597,852)

6,933,441

3,439,476

Increase in cash for the year

444,491

2,627,926

 

 

NOTES TO THE ACCOUNTS

 

1

Accounting policies

 

A summary of the principal accounting policies, all of which have been applied consistently throughout the year, is set out below.

 

a)

Basis of accounting

 

The accounts have been prepared under UK Generally Accepted Accounting Practice ("UK GAAP") and the Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ("SORP") issued by the Association of Investment Companies in January 2009. The financial statements are prepared under the historical cost convention except for the measurement of certain financial instruments at fair value which are in accordance with FRS 26.

 

b)

Presentation of the Income Statement

 

In order to better reflect the activities of a VCT and in accordance with the SORP, 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.

 

c)

Investments

 

All investments held by the Company are classified as "fair value through profit and loss" and measured in accordance with the International Private Equity and Venture Capital Valuation ("IPEVCV") guidelines, as updated in September 2009. 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, the following factors will be considered:

 

(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 with 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. 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.

(iii)

Premiums on 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.

 

d)

Current investments

Monies held pending investment are invested in financial instruments with same day access, or repayable within one year and as such are treated as current investments and have been valued at fair value.

 

 

2 Income

Year ended

31 December 2013

Year ended

31 December 2012

£

£

Income from bank deposits

152,013

64,180

Income from investments

- from equities

577,422

206,304

- from overseas based OEICs

6,146

32,373

- from loan stock

2,723,737

1,482,914

3,307,305

1,721,591

Other income

-

11,759

Total income

3,459,318

1,797,530

Total income comprises

Dividends

583,568

238,677

Interest

2,875,750

1,547,094

Other income

-

11,759

3,459,318

1,797,530

Income from investments comprises

Listed overseas securities

6,146

32,373

Unlisted UK securities

577,422

206,304

Loan stock interest

2,723,737

1,482,914

3,307,305

1,721,591

Total loan stock interest due but not considered collectable, and so not recognised in the year was £412,387 (2012: £523,534).

 

 

 

3 Investment Adviser's fees

Year ended 31 December 2013

Year ended 31 December 2012

Revenue

Capital

Total

Revenue

Capital

Total

£

£

£

£

£

£

Mobeus Equity Partners LLP

286,839

860,517

1,147,356

243,545

730,634

974,179

 

Under the terms of a revised Investment Management Agreement dated 20 May 2010, Mobeus Equity Partners LLP 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 £126,225 per annum, the latter inclusive of VAT and subject to annual increases in RPI. In 2013, Mobeus has agreed to waive such further increases due to indexation, until otherwise agreed with the Board.

 

The calculation of the 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 Adviser. The excess expenses during the year amounted to £nil (2012: £nil).

 

Under an incentive agreement dated 9 July 2004, and a variation of this agreement dated 20 May 2010, the Adviser is entitled to receive an annual performance-related incentive fee of 20% of the excess above an agreed hurdle rate in the annual dividends paid to shareholders. At 31 December 2013, this hurdle rate had become 6.95 pence per share (2012: 6.77 pence) and the cumulative shortfall of dividends paid below the annual hurdle rate was 14.99 pence per share at the year end. In addition, the performance fee will only be payable if the average "base net asset value" per share over the period relating to the payment has remained above 97.55 pence per share (2012: 97.71 pence). The base net asset value may change, as a result of any change in share capital, such as the allotment of new shares, in any period.

 

No performance incentive fee is payable to date.

 

Under the terms of a Linked Offer for Subscription launched on 29 November 2012, Mobeus was entitled to fees of 5.5% of gross investment subscriptions up to 30 December 2012 and 3.25% of gross investment subscriptions after 30 December 2012. These amounted to £587,752 across all three VCTs involved in the Offer.

 

Under the terms of a Linked Offer for Subscription launched on 28 November 2013, Mobeus will be entitled to fees of 3.25% of the investment amount received from investors. Based upon a fully subscribed offer of £34 million this would equal £1,105,000, across all four VCTs involved in the Offer, out of which all the costs associated with the Offer will be met.

 

 

4 Tax on profit/(loss) on ordinary activities

 

Year ended 31 December 2013

Year ended 31 December 2012

Revenue

Capital

Total

Revenue

Capital

Total

£

£

£

£

£

£

a) Analysis of tax charge:

UK Corporation tax on profits/(losses) for the year

 

504,213

 

(200,070)

 

304,143

192,913

 

 (192,913)

-

Total current tax charge/(credit)

504,213

(200,070)

304,143

 192,913

 (192,913)

-

 

Corporation tax is based on a rate of 23.25% (2012: 20.00%)

b) Profit on ordinary activities before tax

2,881,844

4,697,649

7,579,493

1,290,092

3,044,343

4,334,435

Profit on ordinary activities multiplied by main company rate of corporation tax in the UK of 23.25% (small company rate 2012: 20.00%)

 

670,029

1,092,204

1,762,233

258,018

608,869

866,887

Effect of:

UK dividends

(134,251)

-

(134,251)

 (41,261)

-

 (41,261)

Unrealised gains not allowable

-

(1,123,501)

(1,123,501)

-

 (697,689)

 (697,689)

Realised gains not taxable

-

(168,773)

(168,773)

-

 (57,306)

(57,306)

Losses brought forward

(31,565)

-

(31,565)

 (70,631)

-

 (70,631)

Marginal rate

-

-

-

46,787

(46,787)

-

Actual current tax charge

504,213

(200,070)

304,143

192,913

(192,913)

-

 

 

Tax relief relating to the Investment Adviser's 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. There is an unrecognised deferred tax asset of £nil (2012: £31,225) in respect of unrelieved surplus management expenses.

 

5 Dividends paid and payable

2013

2012

£

£

Amounts recognised as distributions to equity holders in the year:

Final dividend for the year ended 31 December 2012 of 1.50p (income) (2011: 1.25p); 0.50p (capital) (2011: 5.00p) per ordinary share

 

1,073,757

 

2,894,707

Interim dividend for the year ended 31 December 2013 of 2.00p (income) (2012: 0.50p); 2.00p (capital) (2012: 4.50p) per ordinary share)

 

2,140,284

 

2,325,761

3,214,041

5,220,468

Proposed distributions to equity holders at the year-end:

 

Final dividend for the year ended 31 December 2013 of 1.75p (income) (2012: 1.50p); 1.50p (capital) (2012: 0.50p) per ordinary share

 

 

1,960,470

 

 

960,660

 

Any 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.

 

 

6 Basic and diluted earnings per share

 

2013

2012

£

£

Total earnings after taxation:

7,275,350

4,334,435

Basic and diluted earnings per share (note a)

13.97p

9.55p

Net revenue from ordinary activities after taxation

2,377,631

1,097,179

Basic and diluted revenue return per share (note b)

4.56p

2.42p

Net unrealised capital gains on investments

4,832,261

3,488,447

Net realised capital gains on investments

725,905

286,530

Capital adviser fees less taxation

(660,447)

(537,721)

Total capital return

4,897,719

3,237,256

Basic and diluted capital earnings per share (note c)

9.41p

7.13p

Weighted average number of shares in issue in the year

52,090,673

45,383,141

 

Notes:

a)

Basic earnings per share are total earnings after taxation divided by the weighted average number of shares in issue.

 

b)

Revenue earnings per share are the revenue profit after taxation divided by the weighted average number of shares in issue.

c)

Capital earnings per share are the total capital profit 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.

 

7 Investments at fair value

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 2012

305,000

9,846,540

45,303

22,898,727

33,095,570

Net unrealised gains/(losses) at 31 December 2012

 

101,664

 

2,629,947

 

(10,719)

 

(422,390)

 

2,298,502

Permanent impairment in value of investments

-

 

(438,104)

 

(1,829)

 

(96,464)

 

(536,397)

Valuation at 31 December 2012

406,664

12,038,383

32,755

22,379,873

34,857,675

Purchases at cost

-

1,909

-

4,762,975

4,764,884

Sale proceeds

-

(21,862)

-

(5,852,192)

(5,874,054)

Realised gains

-

21,862

-

714,556

736,418

Reclassification at value

-

(1,619,564)

2,463

1,617,101

-

Net unrealised gains/(losses) for the year

38,125

4,818,088

750

(24,702)

4,832,261

Closing valuation at 31 December 2013

444,789

15,238,816

35,968

23,597,611

39,317,184

Cost at 31 December 2013

305,000

8,028,849

47,766

24,213,431

32,595,046

Net unrealised gains/(losses) at 31 December 2013

139,789

7,911,329

(8,720)

217,137

8,259,535

Permanent impairment in value of investments

-

(701,362)

(3,078)

(832,957)

(1,537,397)

Valuation at 31 December 2013

444,789

15,238,816

35,968

23,597,611

39,317,184

Within net unrealised gains of £4,832,261 for the year, the significant gains were £1,480,407 in Blaze Signs Holdings Limited, £1,255,722 in ATG Media Holdings Limited, £603,032 in ASL Technology Holdings Limited, £529,793 in Tessella Holdings Limited, £503,707 in Westway Services Holdings (2010) Limited, and £495,667 in EMaC Limited; the significant losses were as follows: £735,449 in CB Imports Group Limited, £407,848 in RDL Corporation Limited, £387,101 in Racoon International Limited, and £226,942 in Machineworks Software Limited.

 

 The difference between unrealised gains/(losses) at 31 December 2013 above of £8,259,535 and that shown on note 15 of £9,867,216 is £1,607,681 relating to the current balance of proceeds as received in the form of loan stock as part of the secondary buyout of DiGiCo Europe Limited in December 2011.

 

Reconciliation of investment transactions to cash and income statement movements

The cash flow from investment proceeds shown above of £5,874,054 differs from the sale proceeds shown in the cash flow statement of £5,863,541 due to transaction costs of £10,513. These transaction costs also account for the difference in realised gains between £736,418 shown above and £725,905 disclosed in the Income Statement.

 

The difference between purchases of investments above of £4,764,884 and the outflow of £4,765,043 shown by the Cash Flow Statement is £159. This related to purchasing share options in an investee company that had not completed by the year end.

 

 

8 Movement in share capital and reserves

 

Called

ip

Share

capital

Capital

redemption

reserve

Share

Premium

reserve

Revaluation

reserve

Special

distributable

reserve*

Profit and

loss account*

Total

£

£

£

£

£

£

£

At 1 January 2013

459,465

75,583

27,018,629

4,886,524

8,989,989

1,858,333

43,288,523

Shares issued via Offer for Subscription

86,915

-

8,005,621

-

-

-

8,092,536

Shares issued under Enhanced Buyback Facility (note c)

95,683

-

9,205,051

-

-

-

9,300,734

Shares bought back under Enhanced Buyback Facility (note c)

(98,734)

98,734

-

-

 (9,300,734)

-

(9,300,734)

Expenses of share issued and bought back via Enhanced Buyback Facility (note d)

-

-

-

-

(138,289)

-

(138,289)

Shares bought back

(12,203)

12,203

-

-

(1,035,711)

-

(1,035,711)

Cancellation of Share premium account (note a)

-

-

(28,867,689)

-

28,867,689

-

-

Write off to special reserve (note a)

-

-

-

-

(1,802,693)

1,802,693

-

Realisation of previously unrealised losses

-

-

-

148,431

 -

(148,431)

-

Dividends paid

-

-

-

-

-

(3,214,041)

(3,214,041)

Profit for the year

-

-

-

4,832,261

-

2,443,089

7,275,350

 As at 31 December 2013

531,126

186,520

15,361,612

9,867,216

25,580,251

2,741,643

54,268,368

 

* - These reserves total £28,321,894 (2012: £10,848,322) and are regarded as distributable reserves for the purpose of assessing the Company's ability to pay dividends to shareholders.

 

Note a: The cancellation of £28,867,689 from the share premium account (as approved at the General Meeting held on 22 February 2013 and by order of the Court dated 13 March 2013) has increased the Company's special distributable reserve out of which it can fund buybacks of shares as and when it is considered by the Board to be in the interests of the shareholders, and to absorb an existing and future realised losses. As a result, the Company has a special reserve of £25,580,251. The transfer of £1,802,693 to the special reserve from the realised capital reserve above is the total of realised losses incurred by the Company this year.

Note b: The realised capital reserve and the revenue reserve together comprise the Profit and Loss Account of the Company shown in the Balance Sheet. 

Note c: Reconciliation of the Cash Flow Statement to reserves above

The Cash Flow Statement discloses an inflow of funds of £250,000, and an outflow of funds of £388,289 from shares bought back under the EBF including expenses. The amount of £388,289 is comprised of an initial £250,000 remitted to the Company's broker to finance the EBF and £138,289 of expenses related to the EBF (see note d). With the initial receipt of £250,000 from the Company, the Company's broker and registrars then processed £9,300,734 of shares bought back under the EBF, and £9,300,734 of shares issued under the EBF. As these cash movements did not pass through the Company's bank accounts, the Cash Flow Statement does not reflect the full figures disclosed in the reserve movements above. 

Note d: These are the expenses of the EBF of £138,289. These costs are borne by those shareholders who participated in the EBF. No fees were charged by the Adviser. The EBF transaction was completed in two tranches, on 4 April and 8 April 2013. Across both dates, a total of 9,873,393 ordinary shares were bought back at a price of 94.20 pence per share, and immediately following this 9,568,305 ordinary shares were allotted at a price of 97.20 pence per share.

 

9

Basic and diluted net asset value per share

Net asset value per ordinary share is based on net assets at the end of the year and on 53,112,565 (2012: 45,946,513) ordinary shares, being the number of ordinary shares in issue on that date.

10

Management of capital

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, so that it can continue to provide returns for shareholders and to provide an adequate return to shareholders by allocating its capital to assets commensurately with the level of risk.

By its nature, the Company has an amount of capital, at least 70% (as measured under the tax legislation) of which is, must be and remain invested in the relatively high risk asset class of small UK companies within three years of that capital being subscribed. The Company accordingly has limited scope to manage its capital structure in the light of changes in economic conditions and the risk characteristics of the underlying assets. Subject to this overall constraint upon changing the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets if so required to maintain a level of liquidity to remain a going concern.

Although, as the Investment Policy implies, the Board would consider levels of gearing, there are no current plans to do so. It regards the net assets of the Company as the Company's capital, as the level of liabilities are small and the management of them is not directly related to managing the return to shareholders. There has been no change in this approach from the previous year.

 

 

11

Post balance sheet events

On 16 January 2014, the Company invested £1,143,200 into South West Services Investment Limited, a new acquisition vehicle.

On 28 January 2014, Westway Services Holdings (2010) Limited repaid £107,749 of loan stock (including £33,669 premium).

On 20 February 2014, the Company invested £1,713,522 (including £1,000,000 from Ackling Management Limited, one of the Company's acquisition vehicles) to support the MBO of Entanet International Limited.

On 26 February 2014, the Company invested £1,142,000 into Manufacturing Services Investment Limited, a new acquisition vehicle. 

As approved by the Company's shareholders on 22 February 2013, and confirmed by the Court on 12 March 2014, the Company cancelled the amount of £18,539,073 held in the Company's Share Premium account and Capital Redemption reserve on that date. This balance has been added to the Company's special distributable reserve.

On 20 March 2014, the Company bought back 210,000 of its own shares for cancellation at a price of 87.00 pence per share.

On 4 April 2014, the Company realised its investment in Machineworks Software Limited for cash proceeds of £1,561,985.

Since the year-end, a total of 7,419,575 new ordinary shares were allotted at an average price of 103.82 pence per share raising net funds of £7,405,079 under the Linked Offer for Subscription launched on 28 November 2013.

 

12

Dividends

The Directors have recommended a final dividend of 3.25 pence per share. The dividend will be paid on 14 May 2014 to Shareholders on the Register on 22 April 2014. Shareholders who wish to have their dividends paid directly into their bank account, rather than sent by cheque to their registered address, can complete a mandate for this purpose. Mandates can be obtained by telephoning the Company's Registrars, Computershare Investor Services on 0870 707 1155, or by writing to them at Computershare Investor Services PLC, the Pavilions, Bridgwater Road, Bristol BS99 6ZZ. Alternatively you may visit their website, www-uk.computershare.com/investor.

 

13

Statutory information

 

The financial information set out in these statements does not constitute the Company's statutory accounts for the year ended 31 December 2013 in terms of section 434 of the Companies Act 2006 but is derived from those accounts. Statutory accounts for the year ended 31 December 2013 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.

 

 

14

Annual Report

The Annual Report for the year ended 31 December 2013 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.

 

 

15

Annual General Meeting

 

The Annual General Meeting of the Company will be held at 2.00 pm on Wednesday, 7 May 2014 at the offices of SGH Martineau LLP, One America Square, Crosswall, London EC3N 2SG.

 

Contact details for further enquiries:

Robert Brittain of Mobeus Equity Partners LLP (the Company Secretary) on 020 7024 7600 or by e-mail to migvct@mobeusequity.co.uk.

 

Mark Wignall or Mike Walker at Mobeus Equity Partners LLP (the Investment Manager) on 020 7024 7600 or by e-mail to info@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.

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