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Half Yearly Report

28th Sep 2012 14:38

RNS Number : 4879N
Maven Income and Growth VCT 2 PLC
28 September 2012
 



Maven Income and Growth VCT 2 PLC

 

Interim management report for the six months ended 31 July 2012 (unaudited)

 

The Directors announce the unaudited Interim Management Report for the six months ended 31 July 2012.

 

Overview

 

The continuing focus for your Company is on delivering further improvements in Shareholder value through the on-going expansion of the private equity asset base. The Company has a widely diversified portfolio of holdings in established UK businesses, the majority of which pay a yield. The current scarcity of bank finance means that Maven's investment team, operating from six key regional centers throughout the UK, is being introduced to a steady flow of good quality private companies as these businesses look for alternative sources of funding.

 

During the period to 31 July 2012 most of the private company assets have continued to trade positively, despite a difficult economic environment. The portfolio continues to generate strong levels of revenue which is an important component in your Company's ability to sustain a healthy level of dividends. This is reflected in an increased interim dividend compared with the same period last year.

 

We are pleased to note that, since the publication of the Annual Report, there has been a wide range of independent industry recognition of the success of Maven's VCT investment approach and ability to deliver a consistent level of shareholder returns. In August Maven was announced as the winner in the UK Small Buyout House of the Year category for the ACQ Finance Magazine Global Awards 2012. These awards aim to recognise experience and skills demonstrated across UK and international markets, and particularly those managers that have produced exceptional performance levels during the most difficult period that the global economy has experienced for decades.

 

At the same time Maven was short-listed in two categories for the 2012 unquote" British Private Equity Awards, which acknowledge innovation and excellence in the private equity and venture capital sectors. The 3 times cost exit from Walker Technical Resources in 2011 has been nominated for VCT Exit of the Year, whilst Maven is also featured in the VCT House of the Year category which reflects the ability of a manager to achieve consistently high standards across its wider transaction activity.

 

Maven has also been nominated for VCT Fund Manager of the Year as part of the Investor AllStars 2012 awards, which focus on all-round professional excellence in the European venture capital and private equity sector, and your Company and Maven Income and Growth VCT PLC have both been announced as VCT finalists in the annual Investment Company of the Year Awards for close-ended fund management.

 

Highlights for the six months:

 

·; Total return of 80.82p per share at 31 July 2012, up 3.1% over the period;

·; Net Asset Value (NAV) of 59.7p per share after payment of the 2012 final dividend of 1.5p per share;

·; Interim dividend of 1.75p per share declared;

·; Two substantial new investments added to the portfolio, and seven follow-on investments; and

·; Disposal of ATR Holdings, TPL (Midlands) and Nessco Group Holdings for total returns of 2.4, 1.7 and 2.7 times cost respectively.

 

Dividends

 

The Board has declared an increased interim dividend of 1.75p per share (2011: 1.5p), comprising 1.0p of capital and 0.75p of revenue, to be paid on 9 November 2012 to Shareholders on the Register at 12 October 2012.

 

The Company paid dividends totalling 3.0p per share in respect of the year ended 31 January 2012 and this represents a yield of 3.75% per annum to Shareholders who invested at inception, based on their net cost after initial tax relief.

 

Investment activity

 

During the period the Maven team completed two qualifying private equity investments at a cost of £0.62 million on behalf of your Company, and made seven follow-on investments in existing portfolio companies. At the period end, the portfolio was comprised of 57 unlisted and AIM/PLUS quoted investments at a total cost of £13.7 million, with quoted holdings representing 2.6% of the portfolio by value.

  

The following new investments were completed during the period:

 

Investment

Date

Activity

Cost £'000

Website

Unlisted

Camwatch Limited

July 2012

Telecommunication services

146

www.camwatch.co.uk

Cash Bases Limited

April 2012

Support services

335

www.cashbases.co.uk

CatTech International Limited

March 2012

Support services

323

www.cat-tech.com

Glacier Energy Services Group Limited

June 2012

Oil equipment services

34

www.glacier.co.uk

Nessco Group Holdings Limited

March 2012

Oil equipment services

44

www.nesscogroup.com

TC Communications Holdings Limited

July 2012

Support services

17

www.tccommunications.co.uk

Tosca Penta Exodus Mezzanine Limited Partnership (trading as 60 Group)

July 2012

Telecommunication services

109

www.6dg.co.uk

 

Venmar Limited (trading as XPD8 Solutions)

June 2012

Oil and gas

258

www.xpd8solutions.com

Vodat International Holdings Limited

March 2012

Telecommunication services

299

www.vodat-int.com

Total unlisted investment

1,565

Listed

Treasury 4.5% 7 March 2013

June 2012

UK government

987

Treasury Bill 24 December 2012

July 2012

UK government

1,599

Total listed investment

2,586

Total investment

 4,151

 

Two new private company investments were added to the portfolio during the period under review:

 

·; Vodat International Holdings, a provider of payment and communications solutions to high street businesses, which enable retailers to reduce costs, boost store productivity and increase sales in an increasingly competitive trading environment. The company has an established and diverse customer base, has consistently improved profitability in recent years and enjoys high levels of recurring revenue from a number of long-term service and support contracts; and

 

·; CatTech International, a niche industrial services business offering catalyst handling products and services to petro-chemical plants operating in the major international markets. The business specialises in servicing equipment used in applications where operational efficiency is critical and there is an increasing global focus on health and safety issues, and has developed a range of patented products and processes to improve the efficiency, speed and safety of catalyst operations.

 

A number of follow-on investments were made to support the development of existing portfolio businesses and, in the case of Glacier Energy Services Group and 60 Group, to fund acquisitions.

 

Maven Income and Growth VCT 2 has co-invested in some or all of the above transactions with Maven Income and Growth VCT, Maven Income and Growth VCT 3, Maven Income and Growth VCT 4, Maven Income and Growth VCT 5, Talisman First Venture Capital Trust and Ortus VCT. Co-investment allows the Companies to underwrite a wider range and larger size of transaction than would be the case on a stand-alone basis.

 

Realisations

 

There were three significant private company realisations during the period. In March 2012, Maven completed the realisation of ATR Holdings for £19.25 million via a secondary buy-out funded by the private equity manager NBGI, realising a total return of 2.4 times the initial cost. ATR provides rental services for specialist plant, equipment and consumables, along with a comprehensive range of support services, to offshore and onshore energy services maintenance contractors operating in highly regulated environments. At the start of June 2012 the holding in TPL (Midlands) was sold to German engineering group Vossloh Kiepe for a 1.7 times total return on investment cost for your Company. During July 2012 the realisation of the holding in Nessco Group Holdings completed with a sale to NASDAQ listed RigNet Inc. for a 2.7 times return on the cost of investment.

 

The table below gives details of realisations during the reporting period:

 

Date first invested

Complete/partial exit

Cost of shares disposed of

£'000

 

 

 

Value at 31 January 2012 £'000

Sales proceeds

£'000

Realised gain/

(loss)

£'000

Realised gain/

(loss) over January 2012 valuation

£'000

Unlisted

ATR Holdings Limited

2007

Complete

129

176

261

132

85

Dalglen 1150 Limited (trading as Walker Technical Resources)

2009

Complete

-

-

2

2

2

Nessco Group Holdings Limited

2008

Complete

261

381

571

310

190

Oliver Kay Holdings Limited

2007

Partial

4

4

4

-

-

PLM Dollar Group Limited

1999

Complete

135

128

133

(2)

5

Space Student Living Limited

2011

Partial

56

56

56

-

-

TPL (Midlands) Limited

2007

Complete

466

439

736

270

297

Total unlisted disposals

1,051

1,184

1,763

 712

579

AIM/PLUS

Brookwell Limited

2011

Partial

2

1

2

-

1

Total AIM/PLUS disposals

2

1

2

-

1

 

 

 

Listed

Treasury 4.5% 7 March 2013

2012

Complete

987

958

985

(2)

27

Treasury 5.25% 7 June 2012

2011

Complete

1,228

1,241

1,227

(1)

(14)

Total listed disposals

2,215

2,199

2,212

(3)

13

Total disposals

3,268

3,384

3,977

709

593

 

The Manager has continued its policy of disposing of quoted holdings for best possible value in cases where the investments were underperforming. One AIM quoted company was struck off the Register during the year, resulting in a realised loss of £66,000 (cost £66,000). This had no effect on the NAV as a full provision had been made in earlier periods.

 

Principal risks and uncertainties

 

The Board has reviewed the principal risks and uncertainties facing the Company, which are set out fully in the Annual Report. The Company has invested in a broadly based portfolio of UK private company investments. The VCT qualifying status of the Company is reviewed regularly by your Board and is monitored on a continuous basis by the Manager in order to ensure that all of the criteria for VCT status are met. The Board has confirmed that all tests continue to be satisfied.

 

VCT regulation

 

The Manager was pleased to note that the Finance Act received Royal Assent in July, following approval by the European Commission of Government increases to the level of investment in an individual business which qualifies for VCT funding and to the size of business which can benefit. The gross asset limit for investee companies has been raised from £7 million to £15 million, and the maximum number of employees from 50 to 250, while the maximum annual investment has been raised from £2 million to £5 million. These revised limits are consistent with the Maven focus on investing in later-stage companies, and reinforce the position of generalist VCTs as a tax-efficient means of investment in high-growth smaller businesses.

 

Offer for Subscription

 

An Offer for Subscription was made in December 2011 in parallel with similar Offers by Maven Income and Growth VCT PLC, Maven Income and Growth VCT 3 PLC and Maven Income and Growth VCT 4 PLC. The Offer was closed early, having been fully subscribed, on 1 March 2012 and resulted in the issue of 2,103,381 Ordinary Shares at an issue price of 59.37p, raising an additional £1,250,000 of capital, before expenses.

 

Share buy-back policy

 

Shareholders have given the Board authority to buy back shares for cancellation when it is in the interests of the Shareholders and the Company as a whole, and 500,000 shares were bought back during the period at a total cost of £250,916.

 

Shareholders should be aware that the Board's primary objective is for the Company to retain sufficient liquid assets for making investments in line with its stated policy and for the continued payment of dividends. However, the Directors also acknowledge the need to maintain an orderly market in the Company's shares and have delegated authority to the Manager to buy back shares in the market for cancellation, subject always to such transactions being in the best interest of Shareholders. It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, shares will be bought back at prices representing a discount of between 10% and 20% to the prevailing net asset value per share.

 

Outlook

 

During the next six months your Company will continue to focus on investing in attractively priced later-stage private companies which are capable of paying regular income and offer significant potential for capital growth. We believe this is the optimum strategy for the generation of superior Shareholder returns.

 

Maven Capital Partners UK LLP

Manager

28 September 2012

 

Summary of Investment Changes - for the six months ended 31 July 2012

Valuation

31 January 2012

Net investment/ (disinvestment)

Appreciation/ (depreciation)

Valuation

31 July 2012

 £'000

 %

 £'000

 £'000

 £'000

 £'000

Unlisted investments

Equities

4,417

31.0

(161)

1,516

5,772

37.4

Preference shares

23

0.2

(5)

-

18

0.1

Loan stock

7,526

52.8

(32)

(917)

6,577

42.6

Total unlisted investment

11,966

84.0

(198)

599

12,367

80.1

AIM/PLUS investments

Equities

272

1.9

(2)

66

336

2.2

Listed investments

Fixed income

1,241

8.7

360

(2)

1,599

10.4

Total investments

13,479

94.6

160

663

14,302

92.7

Other net assets

767

5.4

352

-

1,119

7.3

Net assets

14,246

 100.0

512

663

15,421

100.0

 

 

Investment Portfolio Summary - as at 31 July 2012

% of equity

% of

% of

held by

Valuation

Cost

total

equity

other

Investments

£'000

£'000

assets

held

clients1

Unlisted

Cash Bases Limited

1,327

385

8.6

18.9

9.5

Homelux Nenplas Limited

1,019

242

6.6

4.9

35.1

Torridon Capital Limited

974

311

6.3

2.2

37.8

Oliver Kay Holdings Limited

828

444

5.4

2.9

17.1

Camwatch Limited

633

845

4.1

8.5

34.4

Maven Co-invest Exodus Limited Partnership and Tosca Penta Exodus Mezzanine Limited Partnership (jointly trading as 60 Group)

592

454

3.8

2.1

6.1

Adler & Allan Holdings Limited

520

374

3.4

1.3

5.6

Venmar Limited (trading as XPD8 Solutions)

457

457

3.0

3.0

32.0

Martel Instruments Holdings Limited

427

490

2.8

9.1

35.2

Steminic Limited

405

405

2.6

5.5

51.7

Westway Services Limited

381

163

2.5

1.8

20.1

Moriond Limited

349

349

2.3

7.1

42.9

Tosca Penta Investments Limited (trading as esure)

344

128

2.2

-

0.2

Llanllyr Water Company Limited

338

774

2.2

42.4

7.5

Flexlife Group Limited

330

249

2.1

1.0

13.6

Lawrence Recycling & Waste Management Limited

327

327

2.1

4.0

58.0

CatTech International Limited

323

323

2.1

3.1

26.9

Vodat International Holdings Limited

299

299

1.9

3.5

38.3

Intercede (Scotland) 1 Limited (trading as Electo-Flow Controls)

288

169

1.9

1.8

26.7

Lemac No. 1 Limited (trading as John McGavigan)

286

286

1.8

4.9

31.9

Attraction World Holdings Limited

257

173

1.7

3.4

35.0

Blackford Capital Limited

240

240

1.5

17.6

66.5

Corinthian Foods Limited

240

240

1.5

15.6

57.3

LCL Hose Limited

219

219

1.4

3.9

26.1

CHS Engineering Services Limited

198

198

1.3

2.2

21.2

Glacier Energy Services Group Limited

178

178

1.1

1.4

23.6

Claven Holdings Limited

149

58

1.0

10.1

39.9

TC Communications Holdings Limited

122

244

0.8

2.6

27.4

Training for Travel Group Limited

102

199

0.7

2.3

27.7

Enpure Holdings Limited

50

100

0.3

0.4

2.2

Other unlisted investments

165

2,611

1.1

Total unlisted investments

12,367

11,934

80.1

AIM/PLUS

Spectrum Interactive PLC

82

98

0.5

0.3

1.3

Plastics Capital PLC

52

74

0.3

0.3

3.4

Tangent Communications PLC

51

98

0.3

0.4

2.5

Work Group PLC

31

251

0.2

1.2

2.1

Hasgrove PLC

27

97

0.2

0.3

1.4

Chime Communications PLC

26

26

0.2

-

0.3

Vianet Group PLC (formerly Brulines Group PLC)

26

31

0.2

0.1

1.4

Cello Group PLC

18

53

0.1

0.1

0.4

Brookwell Limited

10

27

0.1

-

-

Other AIM/PLUS investments

13

1,015

0.1

Total AIM/PLUS investments

336

1,770

2.2

Listed

Treasury Bill - 24 December 12

1,599

1,599

10.4

Total investments

14,302

15,303

92.7

1Other clients of Maven Capital Partners UK LLP.

 

 

 

Maven Income and Growth VCT 2 PLC

Income Statement

Six months ended 31 July 2012 (unaudited)

Revenue

Capital

Total

£'000

£'000

£'000

Gains on investments

-

663

663

Income from investments

401

 -

401

Other income

-

 -

-

Investment management fees

(31)

(277)

(308)

Other expenses

(116)

-

(116)

Net return on ordinary activities before taxation

254

386

640

Tax on ordinary activities

(25)

25

-

Return attributable to Equity Shareholders

229

411

640

Earnings per share (pence)

0.89

1.60

2.49

 

 

Maven Income and Growth VCT 2 PLC

Income Statement

Six months ended 31 July 2011 (unaudited)

Revenue

Capital

Total

£'000

£'000

£'000

Gains on investments

-

515

515

Income from investments

498

 -

498

Other income

5

 -

5

Investment management fees

(17)

(154)

(171)

Other expenses

(123)

-

(123)

Net return on ordinary activities before taxation

363

361

724

Tax on ordinary activities

(15)

15

-

Return attributable to Equity Shareholders

348

376

724

Earnings per share (pence)

1.41

1.53

2.94

 

 

Maven Income and Growth VCT 2 PLC

Income Statement

Year ended 31 January 2012 (audited)

Revenue

Capital

Total

£'000

£'000

£'000

Gains on investments

-

1,151

1,151

Income from investments

766

 -

766

Other income

9

 -

9

Investment management fees

(35)

(316)

(351)

Other expenses

(262)

-

(262)

Net return on ordinary activities before taxation

478

835

1,313

Tax on ordinary activities

(64)

64

-

Return attributable to Equity Shareholders

414

899

1,313

Earnings per share (pence)

1.68

3.66

5.34

A Statement of Total Recognised Gains and Losses has not been prepared, as all gains and losses are recognised in the Income Statement.

All items in the above statement are derived from continuing operations. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.

The total column of this statement is the Profit and Loss Account of the Company.

The accompanying Notes are an integral part of the Financial Statements.

 

 

Maven Income and Growth VCT 2 PLC

Reconciliation of Movements in Shareholders' Funds

Six months

ended

31 July 2012

Six months ended

 31 July 2011

 

Year ended

31 January 2012

(unaudited)

(unaudited)

(audited)

£'000

£'000

£'000

Opening Shareholders' funds

14,246

13,393

13,393

Net return for period

640

724

1,313

Proceeds of share issue

1,181

656

656

Repurchase and cancellation of shares

(251)

(130)

(370)

Dividends paid - revenue

(132)

-

(246)

Dividends paid - capital

(263)

(376)

(500)

Closing Shareholders' funds

15,421

14,267

14,246

The accompanying Notes are an integral part of the Financial Statements.

 

 

Maven Income and Growth VCT 2 PLC

Balance Sheet

31 July

31 July

 31 January

2012

2011

 2012

(unaudited)

(unaudited)

(audited)

£'000

£'000

 £'000

Fixed assets

Investments at fair value through profit or loss

14,302

10,767

13,479

Current assets

Debtors

456

421

474

Cash and overnight deposits

804

3,101

329

1,260

3,522

803

Creditors

Amounts falling due within one year

(141)

(22)

(36)

Net current assets

1,119

3,500

767

Net assets

15,421

14,267

14,246

Capital and reserves

Called up share capital

2,585

2,477

2,425

Share premium

1,588

617

617

Capital reserve - realised

(6,946)

(6,381)

(7,074)

Capital reserve - unrealised

(930)

(2,042)

(950)

Special distributable reserve

18,505

18,996

18,756

Capital redemption reserve

171

69

121

Revenue reserve

448

531

351

Net assets attributable to Equity Shareholders

15,421

14,267

14,246

Net asset value per Ordinary Share (pence)

59.7

57.6

58.8

 

The Financial Statements of Maven Income and Growth VCT 2 PLC, registered number 4135802, were approved and authorised for issue by the Board of Directors on 28 September 2012, and were signed on its behalf by:

 

Charles L Nicolson

Director

 

The accompanying Notes are an integral part of the Financial Statements.

 

  

Maven Income and Growth VCT 2 PLC

Cash Flow Statement

Six months ended

Six months ended

Year ended

31 July 2012

31 July 2011

31 January 2012

(unaudited)

(unaudited)

(audited)

£'000

£'000

£'000

Operating activities

Investment income received

432

490

709

Deposit interest received

-

5

9

Investment management fees paid

(185)

(171)

(351)

Secretarial fees paid

(50)

(48)

(97)

Directors' expenses paid

(37)

(37)

(75)

Other cash payments

(46)

(62)

(95)

Net cash inflow from operating activities

114

177

100

Financial investment

Purchase of investments

(4,151)

(1,343)

(3,531)

Sale of investments

3,977

2,170

2,273

Net cash (outflow)/inflow from financial investment

(174)

 

827

(1,258)

 

Equity dividends paid

(395)

(376)

(746)

Net cash (outflow)/inflow before financing

(455)

 

628

(1,904)

 

Financing

Issue of Ordinary Shares

1,181

656

656

Repurchase of Ordinary Shares

(251)

(240)

(480)

Net cash inflow from financing

930

416

176

Increase/(decrease) in cash

475

1,044

(1,728)

The accompanying Notes are an integral part of the Financial Statements.

 

 

Maven Income and Growth VCT 2 PLC

Notes to the Financial Statements

 

1. Accounting policies

 

The financial information for the six months ended 31 July 2012 and the six months ended 31 July 2011 comprises non-statutory

accounts within the meaning of the Companies Act 2006. The financial information contained in this report has been prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended 31 January 2012, which have been filed at Companies Houses and which contained an Auditor's Report which was not qualified and did not contain a statement under S498(2) or S498(3) of the Companies Act 2006.

 

2. Investment management fees

 

Six months ended

31 July 2012

Six months ended

31 July 2011

Year ended

31 January 2012

Revenue

Capital

Total

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Investment

management fees

19

166

185

17

154

171

35

316

351

Performance related incentive fee

12

111

123

-

-

-

-

-

-

31

277

308

17

154

171

35

316

351

 

Based on the net asset value as at 31 July 2012, the Company became liable to pay to the Manager a performance related

incentive fee, full details of the basis for which are disclosed in the Annual Report.

 

3. Movement in reserves

 

Share

Premium

account

Capital reserve -

realised

Capital reserve -

unrealised

Special

distribut-able reserve

Capital redemption reserve

Revenue reserve

£'000

£'000

£'000

£'000

£'000

£'000

At 31 January 2012

617

(7,074)

(950)

18,756

121

351

Gains on sales of investments

-

643

-

-

-

-

Net increase in value of investments

-

 -

20

-

-

-

Investment management fees

-

(277)

-

-

-

-

Dividends paid

 -

(263)

 -

-

 -

(132)

Tax effect of capital items

-

25

-

-

-

-

Repurchase and cancellation of shares

-

-

-

(251)

50

-

Share Issue - 1 March 2012

614

-

-

-

-

-

Share Issue - 5 April 2012

280

-

-

-

-

-

Share Issue - 18 April 2012

77

-

-

-

-

-

Net return on ordinary activities after taxation

-

-

-

-

-

229

As at 31 July 2012

1,588

(6,946)

(930)

18,505

171

448

 

4. Returns per Ordinary Share

 

The returns per Ordinary Share are based on the following figures:

 

Six months ended

31 July 2012

Weighted average number of Ordinary Shares in issue

25,757,465

Revenue return

£229,000

Capital return

£411,000

 

  

Directors' responsibility statement

 

The Directors confirm that, to the best of their knowledge:

 

·; the Financial Statements for the six months ended 31 July 2012 have been prepared in accordance with applicable accounting standards and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" issued in January 2009;

 

·; the Interim Management Report includes a fair review of the information required by DTR 4.2.7 R in relation to the indication of important events during the first six months, and of the principal risks and uncertainties facing the Company during the second six months, of the year ending 31 January 2013; and

 

·; the Interim Management Report includes adequate disclosure of the information required by DTR 4.2.8 R in relation to related party transactions and any changes therein.

 

Other information

 

The NAV per Ordinary Share has been calculated using the number of Ordinary Shares in issue at 31 July 2012 of 25,850,663.

 

A summary of investment changes for the six months under review and an investment portfolio summary as at 31 July 2012 are included above.

 

A full copy of the Interim Report and Financial Statements will be printed and issued to Shareholders.

 

Copies of this announcement will be available to the public at the office of Maven Capital Partners UK LLP, 205 West George Street, Glasgow G2 5NW and at the registered office of the Company, 9-13 St. Andrew Street, London EC4A 3AF.

 

By order of the Board

 

Maven Capital Partners UK LLP

Secretary

 

28 September 2012

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