TIDMMIG1
RNS Number : 9347A
Maven Income & Growth VCT PLC
04 June 2021
Maven Income and Growth VCT PLC
Final results for the year ended 28 February 2021
The Directors are pleased to report the Company's financial
results for the year ended 28 February 2021.
Highlights
-- NAV total return at the year end of 144.32p per share (2020: 143.26p)
-- NAV at the year end of 44.41p per share (2020: 46.35p), after
dividend payments totalling 3.00p per share during the year
-- Final dividend of 1.00p per share proposed
-- Offer for Subscription fully subscribed raising GBP20 million
-- Deployment of GBP6.91 million during the year, including new
investments in 20 private and AIM quoted companies
-- GBP3.61 million realised in total from disposals, including
three profitable private company exits
Chairman's Statement
The financial year to 28 February 2021 has been a period of
significant challenge and uncertainty dominated by the COVID-19
pandemic. This public health crisis has had a wide-reaching impact
across our society, and the Directors' thoughts are with all of
those who have been affected.
Despite the economic disruption experienced during the year, it
is encouraging to report that your Company has continued to make
positive progress, with NAV total return increasing to 144.32p per
share. This reflects the strength and resilience of the investee
portfolio, where most companies successfully adjusted their
business models to enable them to continue to operate under the
lockdown restrictions. Further progress was made in the
construction of the portfolio, with the addition of 20 new private
and AIM quoted company holdings, whilst follow-on funding was
provided to several existing investee companies where commercial
progress merited additional support. During the year, your Company
achieved its first material exit from the early stage portfolio
with the realisation of Symphonic Software, which generated a total
return of 2.92 times cost over a holding period of less than two
years. The Directors recognise the importance of tax free
distributions to Shareholders and are pleased to propose a final
dividend of 1.00p per share.
Whilst the pandemic has created a challenging operating
environment, the Directors are encouraged by the progress that has
been achieved in expanding and diversifying the portfolio. This is
central to the long term strategic objective of building a broadly
based portfolio of early stage companies that are capable of
generating sustained growth in Shareholder value. Although the
outbreak of COVID-19 caused a temporary change in approach to one
focused on value preservation and supporting the requirements of
existing portfolio companies, it is pleasing to report that 20 new
private and AIM quoted holdings were added to the portfolio during
the year. Many of these companies operate in sectors that have
defensive characteristics, which have been less impacted by the
economic conditions.
Over the past year, the Manager has adhered to all Government
and local guidelines and in March 2020, ahead of the first
nationwide lockdown, successfully migrated its regional offices and
administration hub to a remote working model. Your Company has
maintained full operational capability throughout this period, with
Maven and all third-party providers continuing to service your
Company, either remotely or from a COVID-secure office
environment.
Maven was swift to respond to the potential economic impact of
COVID-19 and, on 20 March 2020, completed a comprehensive appraisal
of the portfolio to identify the likely impact on each investee
company. Following this review, the Board approved a small number
of specific provisions against those holdings in private companies
with exposure to the consumer facing sectors that were most
immediately impacted. The AIM quoted and listed holdings were
valued at their prevailing market prices. This review resulted in a
6.2% reduction in NAV per share, from 46.35p on 29 February 2020 to
43.49p as at 20 March 2020, which was announced on 26 March 2020.
The Directors are pleased to note that there has been a subsequent
recovery in NAV per share to 44.41p at the year end, which is
stated after the payment of the 2020 final and 2021 interim
dividends, totalling 3.00p per share. This improvement demonstrates
the strength of the underlying portfolio, which has exposure to a
range of defensive sectors such as software, healthcare, data
analytics and training, where the impact of the pandemic has been
less severe. A number of these companies have continued to generate
meaningful growth during the year, which has resulted in uplifts to
valuations to reflect the progress achieved. The recovery in NAV
was also supported by positive performance from the AIM quoted
portfolio, where several holdings, notably those with exposure to
the healthcare and life sciences sectors, have experienced share
price appreciation following positive trading updates.
Throughout the pandemic, the Directors have maintained close
communication with the Manager, receiving regular updates on the
performance of investee companies. The Board has been encouraged by
the measures taken by investee management teams, with Maven taking
an active role and providing assistance on a case-by-case basis.
Whilst there are a small number of portfolio companies that are
operating behind plan, the majority are trading in line with their
revised COVID-19 budgets and, in all cases, cash is being carefully
managed. It is also encouraging to report that several private and
AIM quoted companies have continued to grow, reflecting the level
of innovation and entrepreneurialism across the portfolio. This
includes companies that offer a disruptive technology designed to
take a product or service online, such as training, restaurant food
ordering or prescription dispensing. Several businesses operating
in the specialist biotechnology market have made an active
contribution towards the urgent need for COVID-19 testing or
therapeutics, and those that manufacture devices and products for
medical markets have experienced a surge in demand.
Given the economic uncertainty related to the pandemic, the
Manager maintained a selective approach to new investment, which
resulted in a small number of potential transactions being aborted
due to client attrition caused by the pandemic. It is nevertheless
encouraging to report that 11 new private companies and nine AIM
quoted holdings were added to the portfolio, including several in
the healthcare and life sciences sectors, which are likely to
remain attractive markets for the foreseeable future. During the
year, your Company gained exposure to various new sectors,
including cyber security, data analytics and web archiving, which
the Manager believes have defensive characteristics and good long
term growth prospects. The provision of performance based follow-on
funding remains a key component of the investment strategy, as it
is generally recognised that many earlier stage companies are
likely to require several rounds of capital before they are fully
scaled, and shareholder value can be optimised. Full details on
portfolio developments, and a summary of the investments completed
during the year, can be found in the Investment Manager's Review in
the Annual Report.
The UK formally left the EU on 31 January 2020 and entered an 11
month transition period that ended on 31 December 2020. The EU
(Future Relationship) Act, which was agreed with the EU on 24
December 2020, came into effect on 1 January 2021. The potential
impact of the UK's withdrawal from the EU has been closely
monitored across the portfolio of investee companies and, as at the
date of this Annual Report, there is nothing material to report.
The majority of investee companies have limited direct exposure to
the EU, and those that do have been implementing contingency plans
to mitigate any potential impact. Furthermore, it is not
anticipated that there will be any changes to the legislation
governing VCTs as a result of the UK's departure from the EU.
In June 2020, the partial realisation of the holding in Global
Risk Partners completed, generating a total return of 2.55 times
cost over the life of the investment. In October 2020, there was a
further positive development, when your Company successfully exited
its holding in Symphonic Software through a sale to a US listed
trade acquirer. The exit generated a total return of 2.92 times
cost in a holding period of just under two years. Whilst the
Directors are optimistic that further profitable exits can be
achieved from the early stage portfolio, it may take time for these
companies to achieve scale and for full value to be optimised. The
timing of exits is difficult to predict, and this is particularly
relevant for the early stage portfolio. When younger companies gain
early traction, they may attract interest from a strategic
acquirer, whereas others may need to raise further capital over an
extended period in order to develop to their full potential before
a formal exit process can be initiated.
Proposed Final Dividend
As Shareholders will be aware from recent Interim and Annual
Reports, decisions on distributions take into consideration the
availability of surplus revenue, the realisation of capital gains,
the adequacy of distributable reserves 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 remain committed to paying
dividends whenever possible.
The Directors would like to remind Shareholders that, in line
with the VCT rules, as a greater proportion of the portfolio is
invested in younger companies that may take longer to reach
maturity, there may be fluctuations in the quantum and timing of
dividend payments. Distributions will be more closely linked to
realisation activity and will also reflect the Company's
requirement to maintain its VCT qualifying level. Some larger
distributions may be required as a consequence of exits, however
the Board considers this to be a tax efficient means of returning
value to Shareholders, whilst ensuring ongoing compliance with the
requirements of the VCT legislation.
In respect of the year ended 28 February 2021, your Board is
proposing a final dividend of 1.00p per Ordinary Share to be paid
on 16 July 2021 to Shareholders on the register at 18 June 2021.
This will bring total distributions for the year to 2.00p per
Ordinary Share, representing a yield of 4.88% based on the year end
closing mid-market share price of 41.00p. Since the Company's
launch, and after receipt of the proposed final dividend,
Shareholders will have received 100.91p per share in tax free
distributions. It should be noted that the effect of paying
dividends is to reduce the NAV of the Company by the total cost of
the distribution.
Dividend Investment Scheme (DIS)
Your Company operates a DIS, through which Shareholders may
elect to have their dividend payments utilised to subscribe for new
Ordinary Shares issued by the Company under the standing authority
requested from Shareholders at AGMs. Due to the volatility in
financial markets caused by the initial emergence of the COVID-19
pandemic, the DIS was temporarily suspended on 26 March 2020,
before being fully reinstated on 19 October 2020 ahead of the
payment of the 2021 interim dividend.
Shareholders who wish to participate in the DIS in respect of
future dividends, including the payment of the proposed final
dividend to be paid on 16 July 2021, should ensure that a DIS
mandate or CREST instruction, as appropriate, is received by the
Registrar (Link Group) in advance of 2 July 2021, this being the
next dividend election date. The mandate form, terms &
conditions and full details of the scheme (including information
about tax considerations) are available from the Company's website
at: www.mavencp.com/migvct. Election to participate in the DIS can
also be made through the Registrar's share portal at:
www.signalshares.com. Shares issued under the DIS should qualify
for VCT tax relief applicable for the tax year in which they are
allotted, subject to an individual Shareholder's particular
circumstances. 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
On 23 October 2020, your Company, together with the board of
Maven Income and Growth VCT 5 PLC, launched joint Offers for
Subscription of new Ordinary Shares for up to GBP20 million in
aggregate (GBP10 million for each company), with a combined
over-allotment facility of up to GBP20 million (GBP10 million for
each company). On 24 March 2021, the Directors were pleased to
announce that your Company's Offer was fully subscribed, including
full utilisation of the over-allotment facility.
The allotment of 28,533,898 new Ordinary Shares in respect of
the 2020/21 tax year, was made on 2 March 2021, with a further
14,485,275 new Ordinary Shares allotted on 1 April 2021. The
allotment of 2,026,395 Ordinary Shares for the 2021/22 tax year
took place on 4 May 2021.
This additional liquidity will enable your Company to continue
to expand the portfolio by investing in ambitious, growth focused
private and AIM quoted companies that operate across a range of
market sectors, and which are capable of generating capital gains.
It will also ensure that existing portfolio companies can continue
to be supported through follow- on funding where there is an
ongoing business case that merits support. Furthermore, the funds
raised will allow your Company to maintain its share buy-back
policy, whilst also spreading costs over a wider asset base in line
with the objective of maintaining a competitive total expense ratio
for the benefit of all Shareholders.
Share Buy-backs
Shareholders will be aware that a primary objective for the
Board is to ensure that the Company retains sufficient liquidity
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, therefore, delegated authority to the Manager to
buy back shares in the market for cancellation or to be held in
treasury, subject always to such transactions being in the best
interests of Shareholders. Despite the market volatility in
relation to COVID-19, the Board maintained the view that it was
appropriate to continue to operate the buy-back policy as this is
an important mechanism for ensuring an orderly market in the
Company's shares.
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 5%
and 10% to the prevailing NAV per share.
Regulatory Developments
During the year, there were no further amendments to the rules
governing VCTs. The Chancellor did not issue an Autumn 2020 Budget
as the Treasury's focus at the time was on stimulus packages to
support the economy through the pandemic. The Spring Budget was
delivered on 3 March 2021, with no specific changes proposed to the
regulations governing VCTs.
The requirement of the Finance Act 2018, which increased the
threshold level of qualifying investments a VCT must hold from 70%
to 80%, was comfortably achieved by your Company ahead of 1 March
2020, being the required date of compliance. The qualifying level
continues to be closely monitored by the Manager and reviewed by
the Board of a regular basis.
Following the outbreak of COVID-19, a number of regulatory
changes were implemented to assist companies through the crisis.
The Corporate Insolvency and Governance Act 2020 temporarily
suspended parts of insolvency law in order to support directors,
whose companies continued to trade through the emergency, from the
threat of personal liability for wrongful trading and to protect
companies from creditor action. This suspension was extended until
30 June 2021. In addition, Company Law and other legislation was
amended to provide companies with temporary easements on company
filings and the holding of annual general meetings.
On 27 March 2020, the International Private Equity and Venture
Capital Valuation (IPEV) Guidelines Board issued Coronavirus
Special Valuation Guidance to assist managers applying the IPEV
Valuation Guidelines to their portfolios after March 2020. The
Guidelines were last updated in 2018 and are the prevailing
framework for fair value information in the private equity and
venture capital industry. The Directors and the Manager continue to
apply the IPEV Guidelines as a central methodology for all private
company valuations.
Environmental, Social and Governance (ESG)
The Board recognises the importance of ESG principles and
believes that each portfolio company should behave responsibly
towards the environment and society. The Directors are pleased to
report that the Manager considers ESG matters as part of the
investment appraisal process and ensures that any relevant ESG
issues are identified at an early stage. The Manager is currently
working to develop a framework that will ensure that ESG issues are
carefully managed throughout the period of investment. There is
also close engagement with each portfolio company in relation to
corporate governance practices, and support provided to the
management team to develop or improve policies on the environment,
community engagement, HR and employee relations, corporate
governance and responsible product marketing.
The Directors are aware of the work that the Manager is
undertaking to address the recommendations of the Task Force on
Climate-related Financial Disclosures, which seek to address the
material financial impacts of the global transition to a lower
carbon economy. The Directors are satisfied that the Manager is
taking the appropriate steps to address these requirements, and
will continue to monitor progress.
Annual General Meeting (AGM)
The 2021 AGM will be held in the Glasgow office of Maven Capital
Partners UK LLP on Wednesday 7 July 2021, commencing at 12.00 noon.
The Notice of Annual General Meeting can be found in the Annual
Report.
The Directors are aware that the AGM is a good opportunity for
Shareholders to meet the Board and the Manager but consider the
well-being of Shareholders and other AGM attendees to be their
priority. In light of the current Government advice against all
non-essential travel and public gatherings and uncertainly over the
relaxation of restrictions, unfortunately Shareholders may be
unable to attend the AGM in person and should instead vote using
the Proxy Form. Proxy Forms should be completed and returned in
accordance with the instructions thereon and the latest time for
the receipt of Proxy Forms is 12.00 noon on 5 July 2021. Proxy
votes can also be submitted by CREST or online using the
Registrar's Share Portal at www.signalshares.com .
Shareholders wishing to attend the AGM should notify the Company
in advance by email to: CoSec@mavencp.com or in writing to: The
Company Secretary, Maven Income and Growth VCT PLC, c/o Maven
Capital Partners UK LLP, First Floor, Kintyre House, 205 West
George Street, Glasgow G2 2LW.
Maven Capital Partners UK LLP (Maven)
On 26 May 2021, Mattioli Woods plc announced that it had entered
into a conditional agreement to acquire Maven, subject to
satisfactory completion and the approval of Mattioli Woods'
shareholders. Post completion, Maven will operate as an
independently managed subsidiary of Mattioli Woods, retaining its
regional business model, people and brand in entirety. As a result,
there will be no direct impact for Maven's VCT clients, investors
or investee companies. Mattioli Woods plc is one of the UK's
leading providers of wealth management and financial planning
services, and offers a highly complementary fit with Maven's
existing operations. The key attractions of acquiring Maven include
access to its highly skilled and experienced team, which is one of
the most active VCT investors in the UK. Maven and Mattioli Woods
share a common objective of continuing to expand the enlarged
business under PLC ownership. Both businesses are well known to
each other and there is strong cultural alignment, and a common
focus on providing clients with the best possible service. Further
details on Mattioli Woods can be found at:
www.mattioliwoods.com.
Your Board considers this to be a positive step in the evolution
of Maven and has received confirmation that Bill Nixon will remain
as its Managing Partner and lead VCT fund manager, and further,
there will be no material changes to its staff, operations or
access to capital. In terms of the management of the Company, the
investment managers and support teams providing company
secretarial, accounting and administrative services will all
continue to operate as before. Your Board has given its consent to
the change in control of Maven, which has also been approved by the
FCA. The Board looks forward to continuing its positive
relationship with the Maven team in pursuit of the Company's long
term investment strategy.
The Future
Notwithstanding the significant challenges and economic
disruption that has been a feature of the reporting period, the
Directors are encouraged by the positive progress that has been
achieved. Over recent years, the Manager has been carefully
expanding and transitioning the portfolio to one focused on early
stage, growth companies, which have the potential to generate
significant Shareholder value as they scale and mature. Whilst many
holdings are still relatively early in their stage of development,
the Directors are encouraged by the resilient performance that has
been achieved during the year. As the vaccination rollout continues
to gather momentum, and with greater clarity on the easing of the
remaining restrictions, the Directors are optimistic that there
will be a strong economic recovery during the second half of 2021.
The proceeds from the Offer for Subscription provide your Company
with good levels of liquidity to facilitate a continuation of the
current strategy in the year ahead, with the core objective of
supporting further portfolio growth and continuing improvements in
Shareholder value.
John Pocock
Chairman
4 June 2021
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 venture capital trust 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 GBP1.25 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 28 February 2021 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:
Investment Risk
The majority of the Company's investments are in small and
medium sized unquoted UK companies and AIM/AQSE quoted companies
which, by their nature, carry a higher level of risk and lower
liquidity relative to investments in large quoted companies. The
Board aims to limit the risk attached to the investment portfolio
as a whole by ensuring that a robust and structured selection,
monitoring and realisation process is applied by the Manager. The
Board reviews the investment portfolio with the Manager on a
regular basis.
The Company manages and minimises investment risk by:
-- diversifying across a large number of companies;
-- diversifying across a range of economic sectors;
-- actively and closely monitoring the progress of investee companies;
-- co-investing with other clients of Maven, other VCT managers and co-investment partners;
-- ensuring valuations of underlying investments are made fairly
and reasonably (see Notes 1(e), 1(f) and 16 to the Financial
Statements for further detail);
-- taking steps to ensure that the share price discount is managed appropriately; and
-- choosing and appointing an FCA authorised investment manager
with the appropriate skills, experience and resources required to
achieve the Investment Objective, with ongoing monitoring to ensure
the Manager is performing in line with expectations.
Internal Control Risk
The Board reviews regularly the system of internal controls,
both financial and non-financial, operated by the Company, Maven
and other key third party outsourcers such as the Custodian and
Registrar. These include controls designed to ensure that the
Company's assets are safeguarded, that all records are complete and
accurate and that the third parties have adequate controls in place
to prevent data protection and cyber security failings.
VCT Qualifying Status Risk
The Company operates in a complex regulatory environment and
faces a number of related risks, including:
-- becoming subject to capital gains tax on the sale of its
investments as a result of a breach of Section 274 of the Income
Tax Act 2007;
-- loss of VCT status and consequent loss of tax reliefs
available to Shareholders as a result of a breach of the VCT
Regulations;
-- loss of VCT status and reputational damage as a result of a
serious breach of other regulations such as the FCA Listing Rules
and the Companies Act 2006; and
-- increased investment restrictions resulting from EU State Aid
Rules, incorporated by the Finance (No. 2) Act 2015 and the Finance
Act 2018.
The Board works closely with the Manager to ensure compliance
with all applicable and upcoming legislation, such that VCT
qualifying status is maintained. Further information on the
management of this risk is detailed under other headings in this
Business Report.
Legislative and Regulatory Risk
The Directors strive to maintain a good understanding of the
changing regulatory agenda and consider emerging issues so that
appropriate changes can be implemented and developed in good time.
In order to maintain its approval as a VCT, the Company is required
to comply with VCT legislation in the UK as well as the EU State
Aid Rules. Changes in either legislation could have an adverse
impact on Shareholder investment returns whilst maintaining the
Company's VCT status. 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).
The Company has retained Philip Hare & Associates LLP as VCT
adviser and also uses a number of other VCT advisers on a
transactional basis.
Breaches of other regulations including, but not limited to, the
Companies Act 2006, the FCA Listing Rules, the FCA Disclosure
Guidance and Transparency Rules, the General Data Protection
Regulation (GDPR), or the Alternative Investment Fund Managers
Directive (AIFMD) could lead to a number of detrimental outcomes
and reputational damage. Breaches of controls by service providers
to the Company could also lead to reputational damage or loss.
The AIFMD, which regulates the management of alternative
investment funds, including VCTs, introduced a new authorisation
and supervisory regime for all investment companies in the EU. The
Company is a small registered and internally managed alternative
investment fund under the AIFMD, and its status as such is
unchanged as a result of the UK's departure from the EU. The
Company is also required to comply with tax legislation under the
Foreign Account Tax Compliance Act and the Common Reporting
Standard. The Company has appointed Link Group to act on its behalf
to report annually to HM Revenue & Customs (HMRC) and to ensure
compliance with this legislation.
Political Risk
Although the EU (Future Relationship) Act 2020 came into effect
on 1 January 2021, the full political, economic and legal
consequences of the UK leaving the EU are not yet known. It is
possible that investments in the UK may be more difficult to assess
for suitability of risk, harder to buy or sell and, therefore,
there will be a greater level of subjectivity in their valuations.
In the longer term, there is likely to be a period of uncertainty
as the UK seeks to negotiate its ongoing relationship with the EU
and other global trade partners.
In future, the UK's laws and regulations, including those
relating to investment companies and AIFMs may diverge from those
of the EU. This may lead to changes in the operation of the
Company, the rights of investors, or the territories in which the
shares of the Company may be promoted and sold.
The Board reviews the political situation on a regular basis,
together with any associated changes to the economic, regulatory
and legislative environment, in order to ensure that any risks
arising are mitigated as effectively as possible.
Climate Change and Social Responsibility Risk
The Board recognises that climate change is an important
emerging risk that all companies should take into consideration
within their strategic planning. As referred to elsewhere in this
Strategic Report and in the Statement of Corporate Governance, the
Company has little direct impact on environmental issues. However,
the Company has introduced measures to reduce the cost and
environmental impact of the production and circulation of
Shareholder documentation such as the annual and interim reports.
This has resulted in a significant reduction in the number of
copies being printed and posted, with only 40% of Shareholders now
receiving paper reports.
The Board is also aware that the Manager continues to take into
account environmental, social and governance matters when
considering investment proposals. VCTs in general are regarded as
supporting small and medium sized enterprises, investment in which
helps to create local employment across a range of UK geographical
regions.
Other Key Risks
Governance Risk
The Directors are aware that an ineffective Board could have a
negative impact on the Company and its Shareholders. The Board
recognises the importance of effective leadership and board
composition, and this is ensured by completing an annual evaluation
process, with action being taken if required.
Management Risk
The Directors are aware of the risk that investment
opportunities could fail to complete, or the management of the VCT
could breach the Management and Administration Deed or regulatory
parameters, due to lack of knowledge and/or experience of the
investment professionals acting on behalf of the Company. To manage
this risk, the Board has appointed Maven as investment manager, as
it employs skilled professionals with the required VCT knowledge
and experience. In addition, the Board takes comfort that the
Manager's controls have been updated to ensure compliance with the
Senior Managers and Certification Regime (SMCR).
The Directors are also mindful of the impact that the loss of
the Manager's key employees could have on both investment
opportunities that may be lost or existing investments that may
fail. The Board is reassured by the Manager's approach to
recruitment, incentivising staff, succession planning and ensuring
that adequate notice periods are included in all contracts of
employment.
Financial and Liquidity Risk
As most of the investments require a mid to long term commitment
and are relatively illiquid, the Company retains a portion of the
portfolio in cash and listed investment trusts in order to finance
any new unlisted investment opportunities. The Company has no
direct exposure to currency risk and does not enter into any
derivative transactions.
Economic Risk
The valuation of investment companies may be affected by
underlying economic conditions, such as fluctuating interest rates
and the availability of bank finance, which can be impacted during
times of geopolitical uncertainty and fluctuating markets. The
economic and market environment is kept under constant review and
the investment strategy of the Company adapted, so far as is
possible, to mitigate emerging risks.
Credit Risk
The Company may hold financial instruments and cash deposits and
is dependent on counterparties discharging their agreed
responsibilities. The Directors consider the creditworthiness of
the counterparties to such instruments and seek to ensure that
there is no undue concentration of exposure to any one party.
An explanation of certain economic and financial risks and how
they are managed is also contained in Note 16 to the Financial
Statements.
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 28 February 2021 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 depth and breadth 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 investments in the portfolio and the degree of co-investment
with other clients of the Manager. The tabular analysis of the
unlisted and quoted portfolio in the Annual Report shows that the
portfolio is diversified across a variety of industry sectors and
transaction types. 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
During the year, the net return on ordinary activities before
taxation was GBP898,000 (2020: GBP548,000); gains on investments
were GBP1,249,000 (2020: GBP579,000); and earnings per share were
0.98p (2020: 0.59p).
The Directors also consider a number of APMs to assess the
Company's success in achieving its objective and 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;
-- annual yield;
-- share price discount to NAV;
-- investment income; and
-- operational expenses.
The NAV total return is considered to be a more appropriate
long-term measure of Shareholder value as it includes both the
current NAV per share and total dividends paid to date. The annual
yield is the total dividends paid per share for the financial year,
expressed as a percentage of the share price at the 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 an
investment is lower than its NAV per share.
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 in the Annual Report and the change in the
profile of the portfolio is reflected in the Summary of Investment
Changes in the Annual Report. The Board reviews the Company's
investment income and operational expenses on a quarterly basis, as
the Directors consider that 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.
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. 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 and features
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 International Private Equity and Venture
Capital Valuation Guidelines. Investments quoted or traded on a
recognised stock exchange, including AIM, are valued at their bid
prices.
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 Dividend declarations - the Board recognises the importance
Annual General Meeting - of tax-free dividends to Shareholders and takes this into
under normal circumstances, consideration when making decisions to pay interim and
Shareholders are encouraged propose final dividends for each year. Further details
to attend the AGM and are regarding dividends for the year under review can be found
provided with the opportunity in the Chairman's Statement in the Annual Report.
to ask questions and engage Share buy-back policy - the Directors recognise the importance
with the Directors and the to Shareholders of the Company maintaining an active buy-back
Manager. Shareholders are programme and considered this when establishing the current
also encouraged to exercise policy. Further details can be found in the Chairman's
their right to vote on the Statement in the Annual Report and the Directors' Report
Resolutions proposed at in the Annual Report.
the AGM. However, please Offer for Subscription - in making a decision to launch
refer to the guidance in any Offer for Subscription, the Directors have to consider
the Chairman's Statement that it would be in the interest of Shareholders to continue
in the Annual Report. to expand the portfolio and make further investments across
Shareholder documents - a diverse range of sectors. By growing the Company, costs
the Company reports formally are spread over a wider asset base to promote a competitive
to Shareholders by publishing total expense ratio and is in the interests of Shareholders.
Annual and Interim Reports, In addition, the increased liquidity helps support the
normally in May and October buy-back policy referred to above. Further details regarding
each year. In the instance the latest Offer for Subscription can be found in the
of a corporate action taking Chairman's Statement in the Annual Report.
place, the Board will communicate Liquidity management - in order to generate income and
with Shareholders through add value for Shareholders, the Board has an active liquidity
the issue of a Circular management policy, which has the objective of generating
and, if required, a Prospectus. income from the cash held prior to investment. Further
In addition, significant details regarding the liquidity management policy can
matters or reporting obligations be found in the Investment Manager's Report in the Annual
are disseminated to Shareholders Report.
by way of announcements
to the London Stock Exchange.
The Secretary acts as a
key point of contact for
the Directors and communications
received from Shareholders
are circulated to the whole
Board.
-----------------------------------------------------------------
Environment and society The Directors and the Manager are aware of their duty
The Directors and the Manager to act in the interests of the Company and acknowledge
take account of the social that there are risks associated with investment in companies
environment and ethical that fail to conduct business in a socially responsible
factors impacted by the manner. Further details can be found in the Statement
Company and the investments of Corporate Governance in the Annual Report.
that it makes.
-----------------------------------------------------------------
Portfolio companies The Directors are aware that the exercise of voting rights
Quarterly Board Meetings is key to promoting good corporate governance and, through
- the Manager reports to the Manager, ensures that the portfolio companies are
the Board on the portfolio encouraged to adopt best practice in corporate governance.
companies and the Directors The Board has delegated the responsibility for monitoring
challenge the Manager where the portfolio companies to the Manager and has given it
they feel it is appropriate. discretion to vote in respect of the Company's holdings
The Manager then communicates in the investment portfolio, in a way that reflects the
directly with each portfolio concerns and key governance matters discussed by the Board.
company, normally through From time to time, the management teams of investee companies
the Maven representative give presentations to the Board. The Manager's ESG assessment
who sits on the board of of investee companies focuses heavily on their impact
the portfolio company. on their environment, challenging fundamental aspects
such as energy and emissions usage, and targets an approach
to waste and recycling as well as broader social themes
such as the companies' approach to diversity and inclusion
in the workplace, and their work with charities.
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 is responsible for implementing the investment
Quarterly Board Meetings objective and the strategy agreed by the Board. In making
- the Manager attends every a decision to launch any Offer for Subscription, the Board
Board Meeting and presents needs to consider that the Company requires sufficient
a detailed portfolio analysis liquidity in order to continue to expand and broaden the
and reports on key issues investment portfolio in line with the strategy, including
such as VCT compliance, the provision of follow-on funding.
investment pipeline and
utilisation of any new monies
raised.
-----------------------------------------------------------------
Registrar The Directors review the performance of all third party
Annual review meetings and service providers on an annual basis, including ensuring
control reports. compliance with GDPR.
-----------------------------------------------------------------
Custodian The Directors review the performance of all third party
Regular statements and control providers on an annual basis, including oversight of securing
reports received, with all the Company's assets.
holdings and balances reconciled.
-----------------------------------------------------------------
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, 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 Statement of
Corporate Governance. Additional work is being carried out by the
Manager to establish a framework for the effective capture of ESG
information, consistently across all investee companies. Maven will
be overseeing the collation of this information for the benefit of
the Board but will also be supporting individual investee companies
to identify their ESG risks and opportunities and, where potential
improvements are identified, will work jointly with the business 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.
Independent Auditor
The Company's Independent Auditor is required to report if there
are any material inconsistencies between the content of the
Strategic Report and the Financial Statements. The Independent
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 2022, 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
4 June 2021
Income Statement
For the year ended 28 February 2021
Year ended 28 February Year ended 29 February
2021 2020
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- -------- -------- -------- -------- -------- --------
Gains on investments - 1,249 1,249 - 579 579
Income from investments 804 - 804 966 - 966
Other income 18 - 18 115 - 115
Investment management fees (157) (627) (784) (150) (601) (751)
Other expenses (389) - (389) (361) - (361)
---------------------------------- -------- -------- -------- -------- -------- --------
Net return on ordinary activities
before 276 622 898 570 (22) 548
taxation
Tax on ordinary activities (55) 55 - (106) 106 -
---------------------------------- -------- -------- -------- -------- -------- --------
Return attributable to Equity
Shareholders 221 677 898 464 84 548
---------------------------------- -------- -------- -------- -------- -------- --------
Earnings per share (pence) 0.24 0.74 0.98 0.50 0.09 0.59
---------------------------------- -------- -------- -------- -------- -------- --------
All gains and losses are recognised in the Income Statement.
All items in the above statement are derived from continuing
operations. The Company has only one class of business and one
reportable segment, the results of which are set out in the Income
Statement and Balance Sheet. The Company derives its income from
investments made in shares, securities and bank deposits.
There are no potentially dilutive capital instruments in issue
and, therefore, no diluted earnings per share figures are relevant.
The basic and diluted earnings per share are, therefore,
identical.
The accompanying Notes are an integral part of the Financial
Statements and are included in full in the Annual Report.
Statement of Changes in Equity
For the year ended 28 February 2021
Non-distributable reserves Distributable reserves
Year ended 28 Share Share Capital Capital reserve Capital Special Revenue Total
February capital premium redemption unrealised reserve distributable reserve GBP'000
2021 GBP'000 account reserve GBP'000 realised reserve GBP'000
GBP'000 GBP'000 GBP'000 GBP'000
------------------ --------- -------- ----------- --------------- --------- -------------- --------- ---------
At 29 February
2020 9,299 101 25 (902) - 33,467 1,110 43,100
Net return - - - 1,783 (534) (572) 221 898
Dividends paid - - - - - (2,298) (460) (2,758)
Repurchase and
cancellation
of shares (187) - 187 - - (762) - (762)
Net proceeds of
DIS
issue 16 49 - - - - - 65
------------------ --------- -------- ----------- --------------- --------- -------------- --------- ---------
At 28 February
2021 9,128 150 212 881 (534) 29,835 871 40,543
------------------ --------- -------- ----------- --------------- --------- -------------- --------- ---------
Non-distributable reserves Distributable reserves
Year ended 29 Share Share Capital Capital Capital Special Revenue Total
February capital premium redemption reserve reserve distributable reserve GBP'000
2020* GBP'000 account reserve unrealised realised reserve GBP'000
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------- --------- -------- ----------- ----------- --------- -------------- --------- ---------
At 28 February 2019 5,286 10,253 361 (135) (16,907) 25,746 646 25,250
Net return - - - (192) 771 (495) 464 548
Cancellation of share
premium account - (25,787) - - - 25,787 - -
Cancellation of
capital
redemption reserve - - (475) - - 475 - -
Share premium
cancellation
costs - (12) - - - - - (12)
Dividends paid - - - - - (1,858) - (1,858)
Repurchase and
cancellation
of shares (139) - 139 - - (627) - (627)
Net proceeds of share
issue 4,116 15,536 - - - - - 19,652
Net proceeds of DIS
issue 36 111 - - - - - 147
Transfer between
distributable
reserves* - - - (575) 16,136 (15,561) - -
---------------------- --------- -------- ----------- ----------- --------- -------------- --------- ---------
At 29 February 2020 9,299 101 25 (902) - 33,467 1,110 43,100
---------------------- --------- -------- ----------- ----------- --------- -------------- --------- ---------
The capital reserve unrealised in generally non-distributable,
other than the part of the reserve relating to gains / (losses)
attributable to readily realisable quoted investments that are
distributable.
*Refer to Notes to the Financial Statements.
The accompanying Notes are an integral part of the Financial
Statements and are included in full in the Annual Report.
Balance Sheet
As at 28 February 2021
28 February 2021 29 February 2020*
GBP'000 GBP'000
-------------------------------------- ---------------- -----------------
Fixed assets 30,733 26,182
Investments at fair value through
profit or loss 342 416
Current assets 9,537 16,540
Debtors
Cash
-------------------------------------- ---------------- -----------------
Creditors 9,879 16,956
Amounts falling due within one year (69) (38)
-------------------------------------- ---------------- -----------------
Net current assets 9,810 16,918
-------------------------------------- ---------------- -----------------
Net assets 40,543 43,100
-------------------------------------- ---------------- -----------------
Capital and reserves
Called up share capital 9,128 9,299
Share premium account 150 101
Capital redemption reserve 212 25
Capital reserve - unrealised 881 (902)
Capital reserve - realised (534) -
Special distributable reserve 29,835 33,467
Revenue reserve 871 1,110
-------------------------------------- ---------------- -----------------
Net assets attributable to Ordinary
Shareholders 40,543 43,100
-------------------------------------- ---------------- -----------------
Net asset value per Ordinary Share
(pence) 44.41 46.35
-------------------------------------- ---------------- -----------------
*Refer to Notes to the Financial Statements.
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 its behalf by:
John Pocock
Director
4 June 2021
The accompanying Notes are an integral part of the Financial
Statements and are included in full in the Annual Report.
Cash Flow Statement
For the year ended 28 February 2021
Year ended 28 February Year ended 29 February
2021 2020
GBP'000 GBP'000
-------------------------------------- ---------------------- ----------------------
Net cash flows from operating
activities (307) 39
Cash flows from investing activities (6,907) (8,450)
Purchase of investments 3,666 5,300
Sale of investments
-------------------------------------- ---------------------- ----------------------
Net cash flows from investing
activities (3,241) (3,150)
-------------------------------------- ---------------------- ----------------------
Cash flows from financing activities
Equity dividends paid (2,758) (1,858)
Issue of Ordinary Shares - 19,799
Share premium cancellation costs - (12)
Net proceeds of DIS issue 65 -
Repurchase of Ordinary Shares (762) (627)
-------------------------------------- ---------------------- ----------------------
Net cash flows from financing
activities (3,455) 17,302
-------------------------------------- ---------------------- ----------------------
Net (decrease)/increase in cash (7,003) 14,191
-------------------------------------- ---------------------- ----------------------
Cash at beginning of year 16,540 2,349
Cash at end of year 9,537 16,540
The accompanying Notes are an integral part of the Financial
Statements and are included in full in the Annual Report.
Notes to the Financial Statements
For the year ended 28 February 2021
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, including an assessment of the impact of COVID-19 on the
finances of the Company, as covered 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 October 2019.
Change in presentation of 2019 Statement of Changes in Equity
and Balance Sheet - in previous years, capital expenses and
dividends were recorded through the capital reserve realised. The
nature of this treatment created a large deficit position that
continued to build. In order to improve the transparency of
distributable reserves, capital expenses and dividends are now
recorded through the special distributable reserve. A one-off prior
year reclassification has been reflected in the statement of
changes in equity to clear the originating deficit position. This
disclosure change has no impact on the profit and loss account or
NAV.
(b) Income
Dividends receivable on equity shares and unit trusts are
treated as revenue for the period on an ex-dividend basis. Where no
ex-dividend date is available dividends receivable on or before the
year end are treated as revenue for the period. Provision is made
for any dividends not expected to be received. The fixed returns on
debt securities and non-equity shares are recognised on a time
apportionment basis so as to reflect the effective interest rate on
the debt securities and shares. Provision is made for any income
not expected to be received. Interest receivable from cash and
short term deposits and interest payable are accrued to the end of
the year.
(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.
(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
International Private Equity and Venture Capital Valuation
Guidelines (IPEVCV) 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 in 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
investments are valued using a milestone approach, in particular
where it is considered there are no deemed current or short-term
future maintainable earnings or positive cashflows.
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. In the absence of evidence of a deterioration, or strong
defensible evidence of an increase in value, the fair value is
determined to be that reported at the previous balance sheet
date.
5. All unlisted investments are valued individually by Maven's
portfolio management team. The resultant valuations are subject to
detailed scrutiny and approval by the Directors of the Company.
6. In accordance with normal market practice, investments listed
on AIM or a recognised stock exchange are valued at their bid
market price.
(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 (ie 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 estimates is the
valuation of early stage unlisted investments recognised in Note 8
in the Annual Report 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.
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
non-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.
Capital redemption reserve
The nominal value of shares repurchased and cancelled is
represented in the capital redemption reserve. This reserve is
non-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.
Earnings per share
Year ended 28 February Year ended 29 February
2021 2020
The returns per share have been
based on the
following figures:
Weighted average number of Ordinary
Shares 92,027,117 92,232,124
Revenue return GBP221,000 GBP464,000
Capital return GBP677,000 GBP84,000
------------------------------------ ---------------------- ----------------------
Total return GBP898,000 GBP548,000
------------------------------------ ---------------------- ----------------------
Net asset value per Ordinary Share
Net asset value per Ordinary Share as at 28 February 2021 has
been calculated using the number of Ordinary Shares in issue at
that date of 91,282,823 (2020: 92,988,133).
These Notes are an integral part of the Financial Statements and
are included in full in the Annual Report.
Directors' Responsibility Statement
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 28 February 2021 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 Wednesday 7 July
2021, commencing at 12.00 noon, at the offices of Maven Capital
Partners UK LLP, Kintyre House, 205 West George Street, Glasgow, G2
2LW.
Copies of this announcement, and of the Annual Report and
Financial Statements for the year ended 28 February 2021, will be
available 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, Fifth Floor, 1-2 Royal Exchange
Buildings, London EC3V 3LF and on the Company's website at
www.mavencp.com/migvct.
The Annual Report and Financial Statements for the year ended 28
February 2021 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 29 February 2020 have been delivered
to the Registrar of Companies and contained an audit report that
was unqualified and did not constitute statements under S498(2) or
S498(3) of the Companies Act 2006.
Neither the content 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.
The Annual Report will be submitted to the National Storage
Mechanism and will be available for inspection at:
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
By Order of the Board
Maven Capital Partners UK LLP
Secretary
4 June 2021
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END
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