REG - Maven Inc &Grwth VCT - Final Results
31/05/2024 16:30
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RNS Number : 7170Q Maven Income & Growth VCT PLC 31 May 2024
Maven Income and Growth VCT PLC
Final results for the year ended 29 February 2024
The Directors report the Company's financial results for the year ended 29
February 2024.
Highlights
• NAV total return at the year end of 145.86p per share (2023:
147.27p)
• NAV at the year end of 39.45p per share (2023: 43.01p)
• Final dividend of 1.15p per share proposed for payment on 19 July
2024
• £5.9 million deployed in new and follow-on VCT qualifying
investments
• Offer for Subscription closed on 26 April 2024, raising £6.8
million for the 2023/24 and 2024/25 tax years
Strategic Report
Chairman's Statement
On behalf of your Board, I am pleased to present the results for the year to
29 February 2024. Against a backdrop of economic uncertainty and geopolitical
tension, it is encouraging to report on the resilient performance that has
been achieved. Although NAV total return has reduced modestly, this largely
reflects the general rebasing of valuation multiples across private and public
markets during the financial year, with AIM notably impacted. Your Company
has, nevertheless, made further strategic progress and maintained its focus on
delivering long term growth. In addition to the recent completion of a
fundraising, this has been a good year for new investment with eight private
companies added to the portfolio. These businesses operate across a range of
dynamic and emerging markets, providing further breadth and sector diversity
to your Company's investment portfolio. The Directors understand the
importance of making regular Shareholder distributions and are proposing a
final dividend of 1.15p per share for payment in July 2024. This brings the
annual yield to 5%, which is in line with the stated dividend target.
During the first half of the year, domestic growth prospects were overshadowed
by persistently high inflation and rising interest rates, which impacted both
business and consumer confidence. Over recent months, inflation has continued
to decline steadily and interest rates are predicted to reduce later in 2024,
which should help to stimulate economic growth in the year ahead. For several
years, your Company has been following a strategy focused on constructing a
large, diverse portfolio of ambitious companies that have the potential to
achieve scale as they progressively reach maturity. It is worthwhile noting
that, since 2020, your Company has added over 40 new dynamic and
entrepreneurial private companies to the portfolio, providing access to growth
sectors such as cyber security, data analytics, software and training. During
the year, many of these businesses have continued to deliver revenue growth
and achieve commercial objectives, and your Board is aware that the portfolio
contains a number of high performing companies that have the capability of
achieving superior returns at exit. In recognition of the progress achieved,
the valuations of certain holdings have been uplifted, although the impact of
this movement has been curtailed by the market wide reduction in valuation
multiples, particularly within the technology sector. The rebasing of
valuation multiples across the industry has also led to a modest adjustment in
the valuations of certain larger holdings within the private company
portfolio. This approach is consistent with industry best practice and the
requirement to ensure that private company valuations are a fair reflection of
external market conditions, as well as company specific progress. Consistent
with a large portfolio, there are also a small number of companies that have
encountered challenges, primarily in response to conditions in the wider
economy, and, in these cases, valuations have been reduced accordingly.
This has been a volatile period for listed markets and, as previously noted,
AIM has been particularly affected. In response to the macroeconomic
uncertainty, investors have exercised caution towards smaller listed growth
companies, which has resulted in reduced levels of liquidity and share price
weakness, often irrespective of company specific news flow or developments. In
addition, activity levels across AIM have remained subdued, as those companies
with cash reserves have opted to delay fund raising activity until market
conditions stabilise and valuations improve. Although your Company's exposure
to AIM is small, in part as a result of recent performance, your Board
continues to believe that a portfolio of private equity and selected AIM
quoted holdings is the optimal strategy for delivering consistent returns over
the longer term. However, it is likely that there will be limited new AIM
investment until there is clear evidence of a recovery in this market.
During the year, your Company achieved a healthy rate of investment, deploying
£5.9 million through the addition of eight new private companies to the
portfolio, and with follow-on funding provided to support the growth and
development of 11 existing private portfolio companies, alongside three small
AIM transactions. This highlights the benefits of Maven's regional model,
which enables its investment teams to develop strong relationships within
their local corporate finance communities, ensuring access to a wide pool of
emerging companies. The ability to provide follow-on funding continues to be a
central component of the investment strategy, as it allows your Company to
progressively support growth or to fund specific strategic initiatives that
should help these businesses to achieve scale and ensure that long term value
can be maximised.
Your Board remains committed to future growth and is pleased to confirm that
the Offer for Subscription, which was launched in October 2023, closed on 26
April 2024 having raised a total of £6.8 million. With respect to future fund
raisings, the Board and the Manager welcomed the announcement by the UK
Government in November 2023 that tax relief for VCT and EIS schemes will
continue until 2035. The news that the "sunset clause" will be extended
provides greater clarity for VCT shareholders and, importantly, reassures
entrepreneurial smaller UK companies that access to VCT growth capital will
continue to be available.
The Investment Manager's Review in the Annual Report provides an update on the
key developments across the portfolio, including a summary of the new
investments that have been completed. The principal Key Performance Indicators
(KPIs) are outlined in the Business Report, and a summary of the Alternative
Performance Measures (APMs) is included in the Financial Highlights in the
Annual Report. The Glossary in the Annual Report contains definitions of key
terms.
Treasury Management
During the year, significant focus has been placed on refining your Company's
treasury management strategy, where the objective remains to optimise the
income generated from cash held prior to investment in VCT qualifying
companies, whilst also meeting the requirements of the Nature of Income
condition. This is a mandatory part of the VCT legislation, which stipulates
that not less than 70% of a VCT's income must be derived from shares or
securities. In order to meet this condition, the Board had previously approved
the construction of a diversified portfolio of permitted, non-qualifying
holdings in carefully selected investment trusts with strong fundamentals and
attractive income characteristics, with the remaining cash held on deposit
across four Tier 1 UK banks. Given the rise in interest rates during the year,
the Board and the Manager have revised this approach and adjusted the
composition of this portfolio, whilst ensuring that your Company maintains
appropriate levels of cash for new investment at all times. In this regard,
the Board has approved a revised strategy, focused on constructing a portfolio
of leading money market funds, open-ended investment companies and investment
trusts that will allow your Company to maximise the income receivable on
monies held prior to deployment in VCT qualifying investments, whilst also
ensuring compliance with the Nature of Income condition. The investments
within this portfolio have been selected following a whole of market review by
the Manager, and have been reviewed by the Company's VCT adviser, and further
details can be found in the Investments table in the Annual Report. This
strategy provides your Company with a healthy new stream of income, with a
blended annualised yield of 3.6% currently being achieved from the portfolio
of treasury management holdings and cash. Shareholders should, however, note
that this portfolio will vary in size depending on the rate of new VCT
qualifying investment, investee company realisations and overall liquidity
levels.
Dividend Policy
Decisions on distributions take into consideration a number of factors,
including the realisation of capital gains, the adequacy of distributable
reserves, the availability of surplus revenue and the VCT qualifying level,
all of which are kept under close and regular review. The Board and the
Manager recognise the importance of tax free distributions to Shareholders
and, subject to the considerations outlined above, will seek, as a guide, to
pay an annual dividend that represents 5% of the NAV per share at the
immediately preceding year end.
Your Board would like to remind Shareholders that, as the portfolio continues
to expand and the proportion of holdings in companies with high growth
potential increases, the timing of distributions will be more closely linked
to realisation activity, whilst also reflecting the Company's requirement to
maintain its VCT qualifying level.
Proposed Final Dividend
In keeping with the wider market, 2023 was a quiet year for realisations. The
Directors are, however, pleased to propose that a final dividend of 1.15p per
Ordinary Share, in respect of the year ended 29 February 2024, will be paid on
19 July 2024 to Shareholders who are on the register at 21 June 2024. This
will bring the annual dividend to 2.15p per Ordinary Share, representing a
yield of 5% based on the NAV at the immediately preceding year end. Since the
Company's launch, and after receipt of the proposed final dividend, a total of
107.56p per Ordinary Share will have been paid in tax free distributions.
Dividend Investment Scheme (DIS)
Your Company operates a DIS, through which Shareholders can, at any time,
elect to have their dividend payments utilised to subscribe for new Ordinary
Shares under the standing authority requested from Shareholders at Annual
General Meetings. Ordinary Shares issued under the DIS should qualify for
initial VCT tax relief applicable for the tax year in which they are allotted,
subject to an individual Shareholder's particular circumstances.
Shareholders can elect to participate in the DIS, in respect of future
dividends, by completing the DIS mandate form. In order for the DIS to
apply to the 2024 final dividend, the mandate form must be received by the
Registrar (The City Partnership) before 5 July 2024, this being the relevant
dividend election date. The mandate form, terms & conditions and full
details of the scheme (including tax considerations) are available from the
Company's webpage at: mavencp.com/migvct. (http://mavencp.com/migvct.)
Election to participate in the DIS can also be made through the Registrar's
online investor hub at: maven-cp.cityhub.uk.com/login
(https://maven-cp.cityhub.uk.com/login) .
If a Shareholder is in any doubt about the merits of participating in the DIS,
or their own tax status, they should seek advice from a suitably qualified
adviser.
Fund Raising and Allotments
On 13 October 2023, your Company launched a new Offer for Subscription
alongside Offers by the other three Maven managed VCTs. This Offer closed to
new applications on 26 April 2024, with your Company raising a total of £6.8
million for the 2023/24 and 2024/25 tax years. All shares in respect of this
Offer have been allotted, and Shareholders will find further details in Note
12 to the Financial Statements in the Annual Report.
The Directors are confident that Maven's regional office network has the
capability to continue to source attractive investment opportunities in VCT
qualifying companies across a range of sectors, and that the additional
liquidity provided by the fundraising will facilitate further expansion and
development of the portfolio in line with the investment strategy.
Furthermore, the funds raised will allow your Company to maintain its share
buy-back policy, whilst also spreading costs over a wider asset base, with the
objective of maintaining a competitive ongoing charges ratio for the benefit
of all Shareholders.
Share Buy-backs
The Directors acknowledge the need to maintain an orderly market in the
Company's shares and have, therefore, delegated authority to the Manager to
enable the Company to buy back its own shares in the secondary market for
cancellation or to be held in treasury, subject always to such transactions
being in the best interests of Shareholders.
It is intended that the Company will seek to buy back shares with a view to
maintaining a share price that is at a discount of approximately 5% to the
latest published NAV per share. Any such purchases will be subject to market
conditions, available liquidity and the maintenance of the VCT qualifying
status. It should, however, be noted that such transactions are prohibited
whilst the Company is in a closed period, which is the time from the end of a
reporting period until the announcement of the relevant results or the release
of an unaudited NAV. Additionally, a closed period may be introduced if the
Directors and Manager are in possession of price sensitive information.
Shareholders should note that neither the Company nor the Manager can execute
a transaction in the Company's shares. Any instruction to buy or sell shares
on the secondary market must be directed through a stockbroker. If an investor
wishes to buy or sell shares on the secondary market, they or their broker can
contact the Company's Stockbroker, Shore Capital Stockbrokers on 020 7647
8132, to discuss a transaction.
VCT Regulatory Developments
During the period under review, there were no further amendments to the rules
governing VCTs, and your Company remains fully compliant with the complex
conditions and requirements as set out by HMRC.
Shareholders may recall that under the VCT scheme approved by the European
Commission in 2015, a "sunset clause" was introduced, which stated that income
tax relief would no longer be available on subscriptions for new shares in
VCTs made on or after 6 April 2025, unless the legislation was renewed by an
HM Treasury Order. The Board and the Manager were reassured by the
announcement in the Autumn Statement 2023 that the "sunset clause" would be
extended until April 2035, with relevant legislation to be announced in due
course.
On 22 May 2024, the Prime Minister announced that a General Election would be
held on 4 July 2024. Through the VCT Association, the Manager remains actively
involved in positive dialogue with key political parties to help promote and
reinforce the important role that VCTs play in supporting some of Britain's
brightest and most entrepreneurial smaller companies, whilst also assisting in
job creation across the regions. Based on these discussions, it is widely
anticipated that the proposed extension to the "sunset clause" will progress
as previously announced.
Valuation Methodology
Consistent with industry best practice, the Board and the Manager continue to
apply the International Private Equity and Venture Capital Valuation (IPEV)
Guidelines as the central methodology for all private company valuations. The
IPEV Guidelines are the prevailing framework for fair value assessment in the
private equity and venture capital industry. The most recent update (December
2022) incorporates the special guidance, issued post COVID and following the
invasion of Ukraine which expands on the concept of, and impact on, valuations
of distressed markets, as well as looking at how environmental, social and
governance (ESG) factors impact valuations. The Directors and the Manager
continue to follow industry guidelines and adhere to the IPEV Guidelines in
all private company valuations. In accordance with normal market practice,
investments quoted on AIM, or another recognised stock exchange, are valued at
their closing bid price at the period end. Further details on your Company's
approach to valuing portfolio companies can be found in Note 1 to the
Financial Statements in the Annual Report.
The Consumer Duty
In July 2023, the FCA's Consumer Duty came into effect. This is an enhancement
to the existing concept of "treating customers fairly" and requires firms that
are subject to the new rules to ensure that they are acting to deliver good
outcomes for retail consumers, and that their strategies, governance,
leadership and policies all reflect this. Although the Consumer Duty does not
apply directly to your Company, the Manager, as an FCA authorised firm, is
within its scope. During the year, the Manager has been providing the
Directors with regular updates on the work that has been undertaken to ensure
that good outcomes are being delivered for Shareholders and will continue to
report to the Board on Consumer Duty related activities and ongoing
obligations.
Environmental, Social and Governance (ESG) Considerations
The Board acknowledges the importance of ESG principles and considers that
portfolio companies with ESG aims integrated into their business models are
likely to benefit both society and Shareholders. Whilst your Company does not
have any specific ESG targets, and Maven does not manage any funds with
defined ESG criteria, the Board and the Manager believe that a proactive
approach to ESG is a driver to value creation, which can help the long term
growth and sustainability of these businesses.
During the year, the Manager has made encouraging progress in this evolving
area and has introduced an ESG and Responsible Investment Policy, which is a
best practice approach that is being applied across all portfolio companies.
The Manager has also developed a robust framework for promoting ESG aims by
actively engaging with portfolio companies and taking into consideration
material issues at the investment stage and, thereafter, monitoring progress
throughout the period of investment.
In May 2021, the Manager became a signatory to the internationally recognised
Principles for Responsible Investment (PRI), demonstrating its commitment to
include ESG as an integral part of its investment decision making and
ownership, with the first report submitted in September 2023. Additionally,
the Manager has joined multiple initiatives that aim to increase diversity,
including the Investing in Women Code, which seeks to improve and increase
opportunities for female entrepreneurs.
The ESG regulatory landscape is continually evolving, and the Manager provides
the Board with regular updates on the latest developments. A regulation that
is prominent within the asset management sector, is the Task Force on
Climate-related Financial Disclosures (TCFD). Although neither the Company nor
the Manager are currently required to disclose climate-related financial
information in line with the TCFD, they recognise the aims and importance of
the TCFD recommendations in providing a foundation to improve investors'
ability to appropriately assess climate related risks and opportunities.
Reporting in line with TCFD is, therefore, an objective of the Manager as part
of its approach to ESG. The Manager also reviews and actively engages with new
ESG regulations to understand any new responsibilities and will continue to
update the Board on any requirements that are material to your Company.
Constitution of the Board
The Directors discuss Board composition on a regular basis and recognise the
importance of succession planning. Further to recent discussions, Arthur
MacMillan has decided to retire from the Board following the conclusion of the
2024 AGM and will not stand for re-election. Arthur has served on the Board
and as Chair of the Audit and Risk Committees for a number of years and,
during his tenure, has helped to oversee your Company's growth strategy, which
has included multiple fundraisings alongside the gradual transition of the
portfolio towards one that is focused on younger companies, as required by the
change to the VCT rules in 2015. On behalf of my fellow Directors, and the
Manager, I wish to extend my thanks to Arthur for his valuable contribution
and wish him all the best for the future.
On the recommendation of the Nomination Committee, the Board has confirmed
that Andrew Harrington will succeed Arthur as Chair of the Audit and Risk
Committees. Following the conclusion of the 2024 AGM, it is intended that the
Board will operate with three Non-executive Directors and Shareholders will be
advised of any further changes to its constitution.
Annual General Meeting (AGM)
The 2024 AGM will be held on 11 July 2024 in Maven's London office at: 6th
Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR. The AGM will commence
at 12.00 noon and the Notice of Annual General Meeting can be found in the
Annual Report.
The Future
Following the macroeconomic challenges of 2023, your Board is cautiously
optimistic in the outlook for the year ahead. The new financial period has
started positively, and the Board is aware of the pipeline of potential
investments that the Manager is currently progressing, with several
transactions in due diligence. The strategy to build a large, diversified
portfolio remains unchanged, and it is anticipated that there will be a
healthy rate of investment in the first half of the year. Encouragingly, there
has also been an increased level of M&A activity across the private
company portfolio, with several holdings attracting interest from both trade
and private equity buyers. Maximising value from exits remains a key strategic
objective to help deliver the dividend policy and achieve an annual yield of
5%.
John Pocock
Chairman
31 May 2024
Business Report
This Business Report is intended to provide an overview of the strategy and
business model of the Company, as well as the key measures used by the
Directors in overseeing its management. The Board holds at least one meeting
per annum at which strategic matters are discussed. The Company is a VCT and
invests in accordance with the investment objective set out below.
Investment Objective
Under an investment policy approved by the Directors, the Company aims to
achieve long term capital appreciation and generate income for Shareholders.
Business Model and Investment Policy
Under an investment policy approved by the Directors, the Company intends to
achieve its objective by:
• investing the majority of its funds in a diversified portfolio of
shares and securities in smaller, unquoted UK companies and AIM/AQSE quoted
companies that meet the criteria for VCT qualifying investments and have
strong growth potential;
• investing no more than £1.25 million in any company in one year
and no more than 15% of the Company's assets by cost in one business at any
time; and
• borrowing up to 15% of net asset value, if required and only on a
selective basis, in pursuit of its investment strategy.
The Company had no borrowings as at 29 February 2024 and, as at the date of
this Report, the Board has no intention of utilising the borrowing facility.
Principal and Emerging Risks and Uncertainties
The Board and the Risk Committee have an ongoing process for identifying,
evaluating and monitoring the principal and emerging risks and uncertainties
facing the Company. The risk register and dashboard form key parts of the
Company's risk management framework used to carry out a robust assessment of
the risks, including a significant focus on the controls in place to mitigate
them.
The principal and emerging risks and uncertainties facing the Company are as
follows:
Principal risk Root cause Control measures
Investment risk · The majority of investments are in small and medium sized unquoted UK · The Company appoints an FCA authorised investment manager with the
companies and AIM quoted companies, which carry a higher level of risk and appropriate skills, experience and resources required to achieve the
lower liquidity relative to investments in larger quoted companies. Investment Objective.
· The Board ensures that a robust and structured selection, monitoring
and realisation process is applied by the Manager and regularly reviews the
investment portfolio with the Manager.
· The Company's investment portfolio is diversified across a large
number of companies and a range of economic sectors, and progress is monitored
actively and closely.
Operational risk · Heightened cyber security risk and potential IT failure that could · The Board closely monitors the systems and controls in place to
cause a third party to fail to perform its duties and responsibilities, or prevent or mitigate against a systems or data security failure.
experience financial difficulties such that it is unable to carry on trading
and cannot provide services to the Company.
· The Board reviews control and compliance reports from the Manager,
which includes oversight of third party cyber security arrangements, to ensure
these adequately address systems and data security risks.
· The ability of third parties to operate effective business continuity
plan (BCP) arrangements has been validated.
VCT qualifying status risk · Failure to meet VCT qualifying status could result in Shareholders · The Board works closely with the Manager to ensure compliance with
losing the income tax relief on initial investment and loss of tax relief on all applicable and upcoming legislation, such that VCT qualifying status is
any tax free income or capital gains received. Failure to meet the qualifying maintained.
requirement could result in a loss of listing of the Company's shares.
· Further information on the management of this risk is detailed under
other headings in the Business Report in the Annual Report.
Legislative and regulatory risk · Breaches of regulations including, but not limited to, the Companies · The Board strives to maintain a good understanding of the changing
Act 2006, the FCA Listing Rules, the FCA Disclosure Guidance and Transparency regulatory landscape and consider emerging issues so that appropriate changes
Rules, the General Data Protection Regulation (GDPR), or the Alternative can be developed and implemented in good time.
Investment Fund Managers Directive (AIFMD) by the Company could lead to a
number of detrimental outcomes and reputational damage.
· The Board and the Manager continue to make representations where
appropriate, either directly or through relevant industry bodies such as the
Association of Investment Companies (AIC), the British Private Equity and
Venture Capital Association (BVCA) and the Venture Capital Trust Association
(VCTA) in relation to any changes in legislation.
Emerging risk Root cause Control measures
Inflationary pressures/ · Inflationary pressures, supply chain issues and access to skilled · The Board regularly reviews the investment portfolio with the
workforce disrupting business plans and creating challenges for SMEs within Manager, and the Manager works closely with portfolio companies to identify
cost of living crisis the portfolio. potential issues and support them in the management of economic challenges.
· Cost of living crisis resulting in rising costs within the portfolio · The Board and the Manager are monitoring this risk closely and,
including, but not limited to, the cost of supplies, employee wages and whilst this risk cannot be obviated entirely, the Company's investment
utilities. portfolio is diversified across a large number of companies and a range of
economic sectors, and the progress of investee companies is monitored
actively.
Statement of Compliance with Investment Policy
The Company is adhering to its stated investment policy and managing the risks
arising from it. This can be seen in various tables and charts throughout this
Annual Report, and from information provided in the Chairman's Statement and
in the Investment Manager's Review. A review of the Company's business, its
position as at 29 February 2024, and its performance during the year then
ended, is included in the Chairman's Statement, which also includes an
overview of its strategy and business model.
The management of the investment portfolio has been delegated to Maven, which
also provides company secretarial, administrative and financial management
services to the Company. The Board is satisfied with the breadth and depth of
the Manager's resources and its network of offices, which supply new deals and
enable it to monitor the geographically widespread portfolio of companies
effectively.
The Investment Portfolio Summary in the Annual Report discloses the Company's
holdings and the degree of co-investment with other clients of the Manager.
The Portfolio Analysis chart in the Annual Report shows the profile of the
portfolio by industry sector. This helps to show the sectoral diversity of the
portfolio, which is balanced between private growth capital companies, later
stage investments, and AIM/AQSE quoted investments. The level of VCT
qualifying investment is monitored continually by the Manager and reported to
the Risk Committee quarterly, or as otherwise required.
Key Performance Indicators (KPIs)
During the year, the net return on ordinary activities before taxation was
(£2,132,000) (2023: £1,392,000); losses on investments were £1,483,000
(2023: gain of £2,449,000); and earnings per share were (1.44p) (2023:
1.01p).
The Directors also consider a number of Alternative Performance Measures
(APMs) to assess the Company's success in achieving its objective, and these
also enable Shareholders and prospective investors to gain an understanding of
the Company's business. These APMs are shown in the Financial Highlights in
the Annual Report.
In addition, the Board considers the following to be KPIs:
• NAV total return;
• cumulative dividends paid;
• annual yield;
• share price discount to NAV;
• investment income;
• operational expenses; and
• ongoing charges ratio (OCR).
The NAV total return is considered to be the most appropriate long term
measure of Shareholder value as it includes both the current NAV per share and
total dividends paid to date. Cumulative dividends paid is the total amount of
both capital and income distributions paid since the launch of the Company.
The annual yield is the total dividends paid per share for the financial year,
expressed as a percentage of the net asset value at the previous year end. The
Directors seek to pay dividends to provide a yield and comply with the VCT
rules, taking account of the level of distributable reserves, profitable
realisations in each accounting period and the Company's future cash flow
projections. The share price discount to NAV is the percentage by which the
mid-market price of a share is lower than its NAV per share.
The Board reviews the Company's investment income and operational expenses on
a quarterly basis, as these are both important components in the generation of
Shareholder returns. Further information can be found in Notes 2 and 4 to the
Financial Statements in the Annual Report. The OCR is a measure of the total
cost of a fund to an investor and is the total recurring annual expenses of
the Company, including management fees charged to the capital reserve, as a
percentage of the average net assets attributable to Shareholders over the
year. The Company's OCR for the year ended 29 February 2024 was 2.77% (2023:
2.70%) and is detailed in Note 4 to the Financial Statements in the Annual
Report. Definitions of the APMs can be found in the Glossary in the Annual
Report. A historical record of these measures is shown in the Financial
Highlights, and the change in the profile of the portfolio is reflected in the
Summary of Investment Changes, in the Annual Report.
Your Board continues to believe that a blended portfolio of private equity and
AIM quoted holdings provides the optimal structure for delivering long term
growth in Shareholder value. However, the Manager will remain cautious on any
new AIM investments until there is clear evidence of a recovery in this market
and an improvement in the quality and range of companies seeking VCT
investment.
There is no VCT index against which to compare the financial performance of
the Company. However, for reporting to the Board and Shareholders, the Manager
uses comparisons with the most appropriate index, being the FTSE AIM All-Share
Index, and the graph displayed in the Annual Report compares the Company's
performance against the FTSE AIM All-Share Index. The Directors also consider
non-financial performance measures, such as the flow of investment proposals
and the Company's ranking within the VCT sector by independent analysts. In
addition, the Directors consider economic, regulatory and political trends
that may impact on the Company's future development and performance.
Valuation Process
Investments held by the Company in unquoted companies are valued in accordance
with the IPEV Guidelines, being the prevailing framework for fair value
assessment in the private equity and venture capital industry. The guidelines
were updated in December 2022 and incorporate the special guidance issued post
COVID and following the invasion of Ukraine, and expand on the concept of and
impact on valuations of distressed markets, as well as looking at how ESG
factors impact valuations. The Directors and the Manager continue to follow
the IPEV Guidelines in all private company valuations. Investments that are
quoted or traded on a recognised stock exchange, including AIM, are valued at
their closing bid prices at the year end.
Share Buy-backs
At the forthcoming AGM, the Board will seek the necessary Shareholder
authority to continue to conduct a share buy-back programme under appropriate
circumstances.
The Board's Duty and Stakeholder Engagement
The Directors recognise the importance of an effective Board and its ability
to discuss, review and make decisions to promote the long term success of the
Company, and protect the interests of its key stakeholders. As required by
Provision 5 of the AIC Code (and in line with the UK Code), the Board has
discussed the Directors' duty under Section 172 of the Companies Act and how
the interests of key stakeholders have been considered in Board discussions
and decision making during the year.
This has been summarised in the table below:
Form of engagement Influence on Board/Committee decision making
Shareholders
Shareholders are encouraged to attend and vote at the AGM, and are provided The Board recognises the importance of tax free distributions to Shareholders
with the opportunity to ask questions and engage with the Directors and the and takes this into consideration when making decisions on interim and final
Manager. dividends for each year. Further details regarding dividends for the year
under review can be found in the Chairman's Statement.
The Company reports formally to Shareholders by publishing Annual and Interim
Reports. In the instance of a corporate action taking place, the Board will The Directors recognise the importance to Shareholders of the Company
communicate with Shareholders through the issue of a Circular and, if maintaining an active buy-back policy, with the intention that share buy backs
required, a Prospectus. In addition, significant matters or reporting will be conducted with a view to maintaining a share price that is at a
obligations are disseminated to Shareholders by way of announcements to the discount of approximately 5% to the latest published NAV per share. Further
London Stock Exchange. details can be found in the Chairman's Statement, and the Directors' Report,
in the Annual Report.
The Secretary acts as a key point of contact for the Directors and
communications received from Shareholders are circulated to the whole Board. In making the decision to launch the most recent Offer for Subscription, the
Directors considered that it would be in the interest of Shareholders to
continue to expand the portfolio and make further investments across a diverse
range of sectors. By growing the Company, certain fixed costs are spread over
The Manager also publishes its bi-annual newsletter and provides regular a wider asset base, to promote a competitive OCR, which is in the interests of
portfolio updates by email. Shareholders. In addition, the increased liquidity helps support the buy-back
policy referred to above. Further details regarding the Offer for Subscription
can be found in the Chairman's Statement.
Environment and society
The Directors and the Manager take account of the social, environmental and The Directors and the Manager are aware of their duty to act in the interests
ethical factors impacted by the Company and the investments that it makes. of the Company, and acknowledge that there are risks associated with
investment in companies that fail to conduct business in a socially
responsible manner.
The Manager's ESG assessment of investee companies focuses on their impact on
the environment, as well as broader social themes such as their approach to
diversity and inclusion in the workplace, and their work with charities. This
has been reflected in a number of recent new investments.
Further details can be found in the Chairman's Statement, the Investment
Manager's Review, and in the Statement of Corporate Governance in the Annual
Report.
Portfolio companies
At quarterly Board Meetings, the Manager reports to the Board on the portfolio The Directors are aware that the exercising of voting rights is key to
companies, and the Directors challenge the Manager where they feel it is promoting good corporate governance and, through the Manager, ensures that the
appropriate. The Manager communicates directly with each private investee portfolio companies are encouraged to adopt best practice in corporate
company, governance. The Board has delegated the responsibility for monitoring the
portfolio companies to the Manager and has given it discretion to vote, where
normally through the Maven representative who sits on the board of the private appropriate, in respect of the Company's holdings in the investment portfolio,
investee company. in a way that reflects the concerns and key governance matters discussed by
the Directors.
From time to time, the management teams of the private investee companies give
presentations to the Board. Meeting with the management teams of the private investee companies gives the
Board a better understanding of these businesses.
The Board is also mindful that, as the portfolio expands and the proportion of
early stage investments increases, follow-on funding will represent an
important part of the Company's investment strategy, and this forms a key part
of the Directors' discussions on valuations, risk management and fundraising.
Manager
The Manager attends the quarterly Board Meetings to present a detailed The Board ensures that the Manager implements the investment objective and
portfolio analysis and report on key issues such as VCT compliance, investment strategy, in accordance with the terms of the Management and Administration
pipeline, the utilisation of any new monies raised, share liquidity, and peer Deed, and in compliance with the VCT, and other, regulations. On an annual
group performance. basis, the Board conducts a review of the Manager's performance and management
fee, as part of its discussions on the continued appointment of the Manager.
Information provided by the Manager supports the Board's policies regarding
dividends and share buy-backs, and the decisions made on fundraising.
The Board has an active treasury management policy, which has the objective of
generating income from cash held prior to investment. As detailed in the
Chairman's Statement and in the Investment Manager's Report in the Annual
Report, during the year under review, the treasury management strategy was
refined in response to rising interest rates and to ensure ongoing compliance
with the Nature of Income test. This resulted in an adjustment to the
composition of the portfolio, including the introduction of holdings in money
market funds and an expansion of the portfolio of investment trusts.
Registrar
Annual review meetings and control reports. The Directors review the performance of all third party service providers on
an annual basis, including ensuring compliance with GDPR.
Banks and Custodian
Regular statements and control reports received, with all holdings and The Directors review the performance of all third party providers on an annual
balances reconciled. basis, including oversight of securing the Company's assets.
Employee, Environmental and Human Rights Policy
As a VCT, the Company has no direct employee or environmental
responsibilities, nor is it responsible directly for the emission of
greenhouse gases. The Board's principal responsibility to Shareholders is to
ensure that the investment portfolio is managed and invested properly. As the
Company has no employees, it has no requirement to report separately on
employment matters. The Board comprises one female Director and three male
Directors, all of whom are non-executive, and delegates responsibility for
diversity to the Nomination Committee, as explained in the Statement of
Corporate Governance in the Annual Report. The management of the Company's
assets is undertaken by the Manager through members of its portfolio
management team.
The Manager engages with the Company's underlying investee companies in
relation to their corporate governance practices and in developing their
policies on social, community and environmental matters. Further information
may be found in the Investment Manager's Review, and in the Statement of
Corporate Governance in the Annual Report. The Manager is continuing to focus
on developing its ESG framework and oversight capabilities. Further details
regarding the Manager's approach to ESG and the progress made on developing
its ESG framework can be found in the Chairman's Statement. The Manager will
be overseeing the collation of this information for the Board but will also be
supporting individual companies to identify ESG risks and opportunities and,
where potential improvements are identified, will work with investee
businesses to make positive changes.
In light of the nature of the Company's business, there are no relevant human
rights issues and, therefore, the Company does not have a human rights policy.
Auditor
The Company's Auditor is required to report if there are any material
inconsistencies between the content of the Strategic Report and the Financial
Statements. The Auditor's Report can be found in the Annual Report.
Future Strategy
The Board and Manager intend to maintain the policies set out above for the
year ending 28 February 2025, as it is believed that these are in the best
interests of Shareholders.
Approval
The Business Report, and the Strategic Report as a whole, was approved by the
Board of Directors and signed on its behalf by:
John Pocock
Director
31 May 2024
Income Statement
For the year ended 29 February 2024
Year ended Year ended
29 February 2024 28 February 2023
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
(Loss)/gain on investments - (1,483) (1,483) - 2,449 2,449
Income from investments 858 - 858 587 - 587
Other income 183 - 183 91 - 91
Investment management fees (240) (962) (1,202) (238) (952) (1,190)
Other expenses (488) - (488) (545) - (545)
Net return on ordinary activities before taxation 313 (2,445) (2,132) (105) 1,497 1,392
Tax on ordinary activities - - - - - -
Return attributable to Equity Shareholders 313 (2,445) (2,132) (105) 1,497 1,392
Earnings per share (pence) 0.21 (1.65) (1.44) (0.08) 1.09 1.01
All gains and losses are recognised in the Income Statement.
The total column of this statement is the Profit & Loss Account of the
Company. The revenue and capital return columns are prepared in accordance
with the AIC SORP. All items in the above statement derive from continuing
operations. No operations were acquired or discontinued during the year.
There are no potentially dilutive capital instruments in issue and, therefore,
no diluted earnings per share figures are relevant. The basic and diluted
earnings per share are, therefore, identical.
The Notes are an integral part of the Financial Statements and can be found in
full in the Annual Report.
Statement of Changes in Equity
For the year ended 29 February 2024
Year ended 29 February 2024
Non-distributable reserves Distributable reserves
Share capital Share premium account Capital redemption reserve Capital reserve unrealised Capital reserve realised Special distributable reserve Revenue reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 28 February 2023 13,400 15,714 569 6,767 (154) 20,785 559 57,640
Net return - - - (1,091) (392) (962) 313 (2,132)
Dividends paid - - - - - (3,191) - (3,191)
Repurchase and cancellation of shares (266) - 266 - - (1,034) - (1,034)
Net proceeds of share issue 2,261 7,179 - - - - - 9,440
Net proceeds of DIS issue* 74 226 - - - - - 300
At 29 February 2024 15,469 23,119 835 5,676 (546) 15,598 872 61,023
Year ended 28 February 2023
Non-distributable reserves Distributable reserves
Share capital Share premium account Capital redemption reserve Capital reserve unrealised Capital reserve realised Special distributable reserve Revenue reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 28 February 2022 13,532 15,496 370 4,910 (746) 25,777 664 60,003
Net return - - - 1,857 592 (952) (105) 1,392
Dividends paid - - - - - (3,155) - (3,155)
Repurchase and cancellation (199) - 199 - - (885) - (885)
of shares
Net proceeds of DIS issue* 67 218 - - - - - 285
At 28 February 2023 13,400 15,714 569 6,767 (154) 20,785 559 57,640
*DIS represents the Dividend Investment Scheme as detailed in the Chairman's
Statement in the Annual Report.
The capital reserve unrealised is generally non-distributable, other than the
part of the reserve relating to gains/(losses) attributable to readily
realisable quoted investments that are distributable. The capital reserve
unrealised contains £3,085,000 of losses (2023: £1,488,000) in relation to
level 1 and level 2 investments, that could be converted to cash, and as such,
could be deemed realised.
Where all, or an element of the proceeds of sales have not been received in
cash or cash equivalent (as noted in the Realisations table in the Annual
Report), and are not readily convertible to cash, they do not qualify as
realised gains for the purposes of distributable reserves calculations and,
therefore, do not form part of distributable reserves. The split of unrealised
gains/(losses) for the year is detailed within the portfolio valuation section
of Note 8 in the Annual Report.
The Notes are an integral part of the Financial Statements and can be found in
full in the Annual Report.
Balance Sheet
As at 29 February 2024
29 February 2024 £'000 28 February 2023 £'000
Fixed assets
Investments at fair value through profit or loss 55,384 47,353
Current assets
Debtors 460 699
Cash 5,476 9,834
5,936 10,533
Creditors
Amounts falling due within one year (297) (246)
Net current assets 5,639 10,287
Net assets 61,023 57,640
Capital and reserves
Called up share capital 15,469 13,400
Share premium account 23,119 15,714
Capital redemption reserve 835 569
Capital reserve - unrealised 5,676 6,767
Capital reserve - realised (546) (154)
Special distributable reserve 15,598 20,785
Revenue reserve 872 559
Net assets attributable to Ordinary Shareholders 61,023 57,640
Net asset value per Ordinary Share (pence) 39.45 43.01
The Financial Statements of Maven Income and Growth VCT PLC, registered number
03908220, were approved and authorised for issue by the Board of Directors on
31 May 2024 and signed on its behalf by:
John Pocock
Director
The Notes are an integral part of the Financial Statements and can be found in
full in the Annual Report.
Cash Flow Statement
For the Year Ended 29 February 2024
Year ended Year ended
29 February 2024 £'000 28 February 2023 £'000
Net cash flows from operating activities (706) (1,083)
Cash flows from investing activities
Purchase of investments (15,966) (12,145)
Sale of investments 6,674 3,479
Net cash flows from investing activities (9,292) (8,666)
Cash flows from financing activities
Equity dividends paid (3,191) (3,155)
Issue of Ordinary Shares 9,565 -
Net proceeds of DIS issue 300 285
Repurchase of Ordinary Shares (1,034) (885)
Net cash flows from financing activities 5,640 (3,755)
Net decrease in cash (4,358) (13,504)
Cash at beginning of year 9,834
23,338
Cash at end of year 5,476 9,834
The Notes are an integral part of the Financial Statements and can be found in
full in the Annual Report.
Notes to the Financial Statements
For the Year Ended 29 February 2024
1. Accounting policies
The Company is a public limited company, incorporated in England and Wales,
and its registered office is shown in the Corporate Summary.
(a) Basis of preparation
The Financial Statements have been prepared on a going concern basis, and
further details can be found in the Directors' Report in the Annual Report.
The Financial Statements have been prepared under the historical cost
convention, as modified by the revaluation of investments and in accordance
with FRS 102, The Financial Reporting Standard applicable in the UK and
Republic of Ireland, and in accordance with the Statement of Recommended
Practice for Investment Trust Companies and Venture Capital Trusts (the SORP)
issued by the AIC in July 2022.
(b) Income
Equity income
Dividends receivable on quoted equity shares are recognised on the ex-dividend
date. Dividends receivable on unquoted equity shares are recognised when the
Company's right to receive payment is established and there is no reasonable
doubt that payment will be received.
Unquoted loan stock and other preferred income
Fixed returns on non-equity shares and debt securities are recognised when the
Company's right to receive payment and expected settlement is established.
Where interest is rolled up and/or payable at redemption, it is recognised as
income unless there is reasonable doubt as to its receipt.
Redemption premiums
When a redemption premium is designed to protect the value of the instrument
holder's investment rather than reflect a commercial rate of revenue return,
the redemption premium should be recognised as capital. The treatment of
redemption premiums is analysed to consider if they are revenue or capital in
nature on a company by company basis. A revenue redemption premium of £nil
was received in the year ended 29 February 2024 (2023: £86,214).
Bank interest
Deposit interest is recognised on an accruals basis using the rate of interest
agreed with the bank. Income from unquoted loan stock and deposit interest is
included on an effective interest rate basis.
(c) Expenses
All expenses are accounted for on an accruals basis and charged to the Income
Statement. Expenses are charged through the revenue account, except as
follows:
• expenses that are incidental to the acquisition and disposal of
an investment are charged to capital; and
• expenses are charged to realised capital reserves where a
connection with the maintenance or enhancement of the value of the investments
can be demonstrated. In this respect the investment management fee has been
allocated 20% to revenue and 80% to realised capital reserves to reflect the
Company's investment policy and prospective income and capital growth;
• share issue costs are charged to the share premium account.
(d) Taxation
Deferred taxation is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date, where transactions or
events that result in an obligation to pay more tax in the future or right to
pay less tax in the future have occurred at the balance sheet date. This is
subject to deferred tax assets only being recognised if it is considered more
likely than not that there will be suitable profits from which the future
reversal of the underlying timing differences can be deducted. Timing
differences are differences arising between the Company's taxable profits and
its results as stated in the Financial Statements that are capable of reversal
in one or more subsequent periods.
Deferred tax is measured on a non-discounted basis at the tax rates that are
expected to apply in the periods in which timing differences are expected to
reverse, based on tax rates and laws enacted or substantively enacted at the
balance sheet date.
The tax effect of different items of income/gain and expenditure/loss is
allocated between capital reserves and revenue account on the same basis as
the particular item to which it relates using the Company's effective rate of
tax for the period.
UK corporation tax is provided at amounts expected to be paid/recovered using
the tax rates and laws that have been enacted or substantively enacted at the
balance sheet date.
(e) Investments
In valuing unlisted investments, the Directors follow the criteria set out
below. These procedures comply with the revised IPEV Guidelines for the
valuation of private equity and venture capital investments. Investments are
recognised at their trade date and are designated by the Directors as fair
value through profit and loss. At subsequent reporting dates, investments are
valued at fair value, which represents the Directors' view of the amount for
which an asset could be exchanged between knowledgeable and willing parties in
an arm's length transaction. This does not assume that the underlying business
is saleable at the reporting date or that its current shareholders have an
intention to sell their holding in the near future.
A financial asset or liability is generally derecognised when the contract
that gives rise to it is settled, sold, cancelled or expires.
1. For early stage investments completed during the reporting period,
fair value is determined using the price of recent investment, calibrating for
any material change in the trading circumstances of the investee company.
Other early stage companies are valued by applying a multiple to
the investee's revenue to derive the enterprise value of each company. Where
relevant, an investee may be valued on a discounted cashflow basis.
2. Whenever practical, recent investments will be valued by reference to
a material arm's length transaction or a quoted price.
3. Mature companies are valued by applying a multiple to their
maintainable earnings to determine the enterprise value of the company.
To obtain a valuation of the total ordinary share capital held by
management and the institutional investors, the value of third party debt,
institutional loan stock, debentures and preference share capital is deducted
from the enterprise value. The effect of any performance related mechanisms is
taken into account when determining the value of the ordinary share capital.
4. All unlisted investments are valued individually by Maven's portfolio
management team and discussed by Maven's valuation committee. The resultant
valuations are subject to detailed scrutiny and approval by the Directors of
the Company.
5. In accordance with normal market practice, investments listed on AIM
or a recognised stock exchange are valued at their bid market price at the
year end.
(f) Fair value measurement
Fair value is defined as the price that the Company would receive upon selling
an investment in a timely transaction to an independent buyer in the principal
or the most advantageous market of the investment.
A three-tier hierarchy has been established to maximise the use of observable
market data and minimise the use of unobservable inputs and to establish
classification of fair value measurements for disclosure purposes. Inputs
refer broadly to the assumptions that market participants would use in pricing
the asset or liability, including assumptions about risk, for example, the
risk inherent in a particular valuation technique used to measure fair value
including such a pricing model and/or the risk inherent in the inputs to the
valuation technique. Inputs may be observable or unobservable.
Observable inputs are inputs that reflect the assumptions market participants
would use in pricing the asset or liability developed based on market data
obtained from sources independent of the reporting entity.
Unobservable inputs are inputs that reflect the reporting entity's own
assumptions about the assumptions market participants would use in pricing the
asset or liability developed based on best information available in the
circumstances.
The three-tier hierarchy of inputs is summarised in the three broad levels
listed below:
• Level 1 - the unadjusted quoted price in an active market for
identical assets or liabilities that the entity can access at the measurement
date.
• Level 2 - inputs other than quoted prices included within level
1 that are observable (i.e. developed using market data) for the asset or
liability, either directly or indirectly; and
• Level 3 - inputs are unobservable (i.e. for which market data is
unavailable) for the asset or liability.
(g) Gains and losses on investments
When the Company sells or revalues its investments during the year, any gains
or losses arising are credited/charged to the Income Statement.
(h) Critical accounting judgements and key sources of estimation uncertainty
Disclosure is required of judgements and estimates made by the Board and the
Manager in applying the accounting policies that have a significant effect on
the Financial Statements. The area involving the highest degree of judgement
and estimation is the valuation of unlisted investments recognised in Note 8
and explained in Note 1(e) above.
In the opinion of the Board and the Manager, there are no critical accounting
judgements.
Reserves
Share premium account
The share premium account represents the premium above nominal value received
by the Company on issuing shares net of issue costs, including £125,466 trail
commission. This reserve is non-distributable.
Capital redemption reserve
The nominal value of shares repurchased and cancelled is represented in the
capital redemption reserve. This reserve is non-distributable.
Capital reserve - unrealised
Increases and decreases in the fair value of investments are recognised in the
Income Statement and are then transferred to the capital reserve unrealised
account. This reserve is generally non-distributable, other than the part of
the reserve relating to gains/(losses) attributable to readily realisable
quoted investments, which are distributable.
Capital reserve - realised
Gains or losses on investments realised in the year that have been recognised
in the Income Statement are transferred to the capital reserve realised
account on disposal. Furthermore, any prior unrealised gains or losses on such
investments are transferred from the capital reserve unrealised account to the
capital reserve realised account on disposal. This reserve is distributable.
Special distributable reserve
The total cost to the Company of the repurchase and cancellation of shares is
represented in the special distributable reserve account. The special
distributable reserve also represents capital dividends, capital investment
management fees and the tax effect of capital items. This reserve is
distributable.
Revenue reserve
The revenue reserve represents accumulated profits retained by the Company
that have not been distributed to Shareholders as a dividend. This reserve is
distributable.
Return per Ordinary Share
Year ended Year ended
29 February 2024 28 February 2023
The returns per share have been based on the following figures:
Weighted average number of Ordinary Shares 148,045,903 137,122,047
Revenue return £313,000 (£105,000)
Capital return (£2,445,000) £1,497,000
Total return (£2,132,000) £1,392,000
Net asset value per Ordinary Share
The net asset value per Ordinary Share as at 29 February 2024 has been
calculated using the number of Ordinary Shares in issue at that date of 2024:
154,684,497 (2023: 134,000,597).
Responsibility Statement of the Directors in respect of the Annual Report and
Financial Statements
The Directors believe that, to the best of their knowledge:
• the Financial Statements have been prepared in accordance with the
applicable accounting standards and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company as at 29
February 2024 and for the year to that date;
• the Directors' Report includes a fair review of the development and
performance of the Company, together with a description of the principal and
emerging risks and uncertainties that it faces; and
• the Annual Report and Financial Statements, taken as a whole, is
fair, balanced and understandable and provides the information necessary for
Shareholders to assess the Company's position and performance, business model
and strategy.
Other Information
The Annual General Meeting will be held on Thursday 11 July 2024, commencing
at 12.00 noon at the offices of Maven Capital Partners UK LLP, 6th Floor,
Saddlers House, 44 Gutter Lane, London EC2V 6BR.
The Annual Report and Financial Statements for the year ended 29 February 2024
will be issued to Shareholders and filed with the Registrar of Companies in
due course.
The financial information contained within this announcement does not
constitute the Company's statutory Financial Statements as defined in the
Companies Act 2006. The statutory Financial Statements for the year ended 28
February 2023 have been delivered to the Registrar of Companies and contained
an audit report which was unqualified and did not constitute statements under
S498(2) or S498(3) of the Companies Act 2006.
Copies of this announcement, and of the Annual Report and Financial Statements
for the year ended 29 February 2024, will be available, in due course, to the
public at the offices of Maven Capital Partners UK LLP, Kintyre House, 205
West George Street, Glasgow G2 2LW; at the registered office of the Company,
6th Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR; and on the
Company's webpage mavencp.com/migvct. (http://www.mavencp.com/migvct)
Neither the content of the Company's webpage nor the contents of any website
accessible from hyperlinks on the Company's webpage (or any other website) is
incorporated into, or forms part of, this announcement.
The Annual Report will shortly be submitted to the National Storage Mechanism
and will be available for inspection at:
www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(http://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
.
By Order of the Board
Maven Capital Partners UK LLP
Secretary
31 May 2024
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