TIDMMIG3

RNS Number : 3526V

Maven Income and Growth VCT 3 PLC

20 July 2018

Maven Income and Growth VCT 3 PLC

Interim Results for the Six Months Ended 31 May 2018

Highlights

   --      NAV total return at 31 May 2018 of 143.93p per share 

-- NAV at 31 May 2018 of 67.01p per share after payment of first interim dividend of 5.70p per share

   --      Second interim dividend of 5.25p per share paid on 22 June 2018 
   --      Offer for Subscription raised GBP20 million 
   --      Net asset value increased to over GBP46 million 

-- Four new VCT qualifying private company holdings added to the portfolio, with a further two post the period end

-- Follow-on funding provided to two portfolio companies and a further four post the period end

   --      Healthy pipeline of VCT qualifying investments, with a number in advanced process 
   --      Profitable realisations of Endura, John McGavigan and SPS (EU) 

Overview

Your Company has achieved a positive result in the first half of the year with NAV total return increasing further to 143.93p per share. This reflects generally good performance across the investee company portfolio, resulting in uplifts in the valuation of certain assets, as well as the impact of profitable realisation of some of the larger, more mature holdings. Whilst NAV total return has continued to grow, Shareholders will note that the absolute NAV has declined as a direct result of the enhanced interim dividend payment made during the period, with a further dividend payment also made shortly after the period end. The enhanced level of distributions to Shareholders reflects the build-up in distributable reserves and was required in order to maintain ongoing compliance with the VCT regulations.

The success of the new share issue, which closed at full capacity in early April 2018, provides additional capital to enable your Company to continue to deliver long term growth in Shareholder value. It is encouraging to report that four new private company holdings were added in the period, with follow-on funding also provided to a number of existing portfolio companies.

During the period under review, Maven has continued to focus on building a broadly based portfolio capable of delivering future growth in line with your Company's long term investment objective. The proceeds from the Offer for Subscription provide liquidity to support the continued expansion of the portfolio and, based on the pipeline of live opportunities and level of new business introductions currently being assessed across Maven's nationwide network of offices, it is likely that there will be a healthy rate of new investment during the second half of the financial year. In addition, there is likely to be further follow-on investment activity as earlier stage portfolio companies develop and require additional capital to deliver their business plans.

The strategy remains to invest in carefully selected fast growing UK smaller companies, operating across a diverse range of industries, which offer either compelling proprietary technology or a disruptive business model capable of scalable growth. Maven also has a preference for supporting proven management teams with a successful track record in a previous business. The expansion of Maven's investment team to include a number of executives with specific sector expertise, particularly in early stage technology, is benefiting the initial asset screening and selection process.

Dividends

The Directors considered it necessary to distribute an enhanced level of dividends as a result of recent profitable realisations, and the requirement to ensure ongoing compliance with the VCT regulations.

The first interim dividend in respect of the year ending 30 November 2018, of 5.70p per Ordinary Share, was paid on 13 April 2018 to Shareholders on the register at close of business on 16 March 2018. The second interim dividend of 5.25p per Ordinary Share was paid on 22 June 2018 to Shareholders on the register at close of business on 25 May 2018. The effect of paying dividends is to reduce the NAV of the Company by the total cost of the distributions.

Since the Company's launch, and after receipt of the dividends noted above, Shareholders will have received 82.17p per share in tax-free dividends. Decisions on future distributions will take into consideration the adequacy of reserves, the proceeds from any further realisations and the VCT qualifying levels of the portfolio, all of which are kept under close and regular review by the Board and the Manager.

Fund Raising

On 22 September 2017 the Directors of your Company, together with the Directors of Maven Income and Growth VCT 4 PLC, launched an Offer for Subscription for new Ordinary Shares of up to GBP30 million, in aggregate, with a total over- allotment facility of up to GBP10 million.

On 5 April 2018, your Board was pleased to announce that the Offer was fully subscribed, having raised GBP20 million in total, including the over-allotment facility. During the period, the Company issued 18,433,172 new Ordinary Shares for the 2017/2018 tax year, with a further 3,305,548 new Ordinary Shares issued for the 2018/2019 tax year. This additional liquidity will enable the Manager to continue to expand the portfolio by investing in dynamic, earlier stage VCT qualifying businesses, which are capable of delivering uplifts in shareholder value.

Dividend Investment Scheme (DIS)

Your Company has in place a DIS through which Shareholders may elect to have their dividend payments used to apply for new Ordinary Shares issued by the Company under the standing authority requested from Shareholders at Annual General Meetings. Shares issued under the DIS should qualify for VCT tax reliefs applicable for the tax year in which they are allotted.

Shareholders who have not previously applied to participate in the DIS and who wish to do so in respect of future dividends, should ensure that a mandate form, or CREST instruction if appropriate, is submitted to the Registrar (Link Asset Services). Terms & conditions and full details of the scheme are available from the Company's website, together with a mandate form for making a DIS election. You can also make an election using the Link Asset Services share portal at www.signalshares.com.

Portfolio Developments

During the period, the majority of private companies in the investee portfolio have performed in line with expectations, despite the continued uncertainty within the UK economy surrounding the intended exit from the European Union. Although there are, at present, no specific issues to highlight, the Manager will continue to monitor the situation closely.

It is encouraging to report on the continued improvement in trading within the oil & gas portfolio since the year end. After three years of exceptionally challenging market conditions, the companies with exposure to the sector are reporting an upturn in activity and profitability, compared to the prior year, with forward order books projecting a continuation of this momentum. The improvement in financial and operational performance reflects the cost cutting and restructuring measures, implemented by portfolio companies, with close support from Maven executives, at the onset of the downturn. As a result, each investee company is operating with a lean cost structure and limited or no external debt, which should provide stability as the recovery strengthens.

Elsewhere in the portfolio, a number of the established private company holdings have had their valuations increased to reflect improved performance.

Cursor Controls, a global leader in the design and manufacture of trackballs, trackpads and keyboards for use in specialist industrial applications, including health, defence and marine, continues to deliver good levels of organic growth. Performance was enhanced by the acquisition, in April 2016, of Belgian distributor NSI. The enlarged group continues to trade well, with further commercial and operational synergies identified to support future growth and profitability. The balance sheet remains strong and the business continues to pay down its term debt.

Diversified renewable energy services group GEV has experienced strong growth over the past year, particularly in the US, through its largest division GEV Wind Power, which specialises in wind turbine blade maintenance. The US market opportunity is sizeable and the business is well positioned to capitalise on this over the coming year, having secured contracts with leading providers including MHI Vestas, Eon, Siemens and Invenergy. The management team is also forecasting a strong performance in the UK and Europe in the year ahead.

In 2013, your Company participated in a syndicate led by Penta Capital, to invest in Global Risk Partners, backing a highly experienced management team to pursue a buy & build strategy in the Lloyd's speciality insurance broking and managing general agent markets. Since the investment was made, significant progress has been achieved, including the addition of a commercial and private client division as well as the completion and integration of 28 separate acquisitions. The outlook for the new financial year is encouraging, with a strong pipeline of acquisition opportunities currently under review and further increases in profitability anticipated to feed through from improved margins.

Since Maven clients' 2014 investment in Just Trays, the UK's leading designer and manufacturer of shower trays and related accessories, the business has delivered steady performance. In line with its core objective of new product development and innovation, the company has expanded its customer base and production volumes, as well as extending its product range, and was recently awarded a second 'Gold Award for Innovation in Design' at the prestigious Designer Kitchen and Bathroom Awards.

Vodat Communications Group supplies data networks, IP telephony, wi-fi solutions and fixed line connectivity to retail customers, with a solid blue-chip customer base including Fat Face, Beaverbrooks and Welcome Break. Maven clients supported the management buy-out in 2012 and, since investment, the business has achieved positive growth and added a number of new customer contracts. During the period, Vodat completed the complementary acquisition of Axonex, a provider of specialist IT solutions, services and support specialising in unified communications, data centres, security and network infrastructure. The acquisition, which was funded through cash and bank debt, has created a number of cross selling opportunities to help deliver further growth for the enlarged group.

During the period, follow-on funding was provided to Rockar and QikServe. In both cases your Company invested as part of a syndicate, which included existing shareholders alongside the Maven managed VCTs. Given their stage of development, the requirement to provide further capital to earlier stage qualifying companies was anticipated at the time of initial investment and was reflected in the reduced size of total commitment, and by the strategy of co-investing alongside other VCT houses. In terms of valuation, all new development capital investments will continue to be held at cost, or cost less a provision, until there is clear evidence of measurable progress or a quantifiable event from which a new valuation level can be validated.

The investment trust portfolio has continued to trade well and generate income. This is particularly important in light of the restrictions introduced by the Finance Act 2016, which prevent non-qualifying investments in traditional instruments such as treasury bills or other government securities for liquidity management purposes. With increased cash resources now available following the fundraising, the Board and the Manager remain highly cognisant of the importance of maintaining an effective liquidity management policy and will continue to consider a range of other permitted income generating investment options.

As well as reflecting the positive trading performance highlighted above, your Board has also provided in full against the value of the holding in Lambert Contracts prior to it being placed into administration shortly after the period end.

New Investments

During the period, your Company provided development capital to four VCT qualifying private companies operating in growth markets:

-- Curo Compensation is a developer and provider of a specialist software solution that manages the annual financial compensation cycle for mid-market corporate clients and reduces the complexity of manual processes. The platform provides an integrated solution encompassing budget allocations, eligibility criteria, bonus entitlement and salary benchmarking data, which can then be applied to salary awards, bonus payments and long term incentive plan allocations. The technology is applicable to any sector, but existing clients are mainly in the legal and financial services sectors. The funding will be used to support the sales and marketing function and to further develop the platform.

-- eSafe Global is a provider of on-line monitoring software and services for the education sector, designed to safeguard school and college pupils from inappropriate on-line content, cyber bullying and other risks. Maven has known the eSafe team since 2015 and has developed an in-depth knowledge of the business. The funding will be used to support the organic growth of the business and to further enhance its technology and intellectual property.

-- Lending Works is a provider of a peer-to-peer (P2P) platform that matches private and institutional lenders to individual borrowers. The company is well regarded by customers and partners as a responsible and ethical market leader, being the first major P2P platform to be fully authorised by the FCA, and the first to be authorised to provide an ISA offering. The business was established in 2012 and has grown to become the third largest P2P consumer lender in the UK. The investment by Maven VCT clients will enable the company to accelerate future growth.

-- WaterBear Education has established a private music college specialising in offering university accredited undergraduate and post-graduate courses for the creative arts, primarily catering for musicians, singers, songwriters and those wishing to gain a well-rounded music industry education. The business is led by a high calibre management team with extensive experience of both the industry and music education, having previously founded the British and Irish Modern Music Institute, which has grown to be a market leader in its sector. The investment has been used to establish and launch the college, with Bachelor of Arts and Master of Arts university accredited courses available for student intake from September 2018.

The following investments have been completed during the reporting period:

 
                                                                     Investment 
                                                                           cost 
                                      Date                   Sector     GBP'000                         Website 
-----------------------------  -----------  -----------------------  ----------  ------------------------------ 
Unlisted 
Curo Compensation Limited         December               Software &         149                www.curocomp.com 
                                      2017        computer services 
eSafe Global Limited              December               Software &         248             www.esafeglobal.com 
                                      2017        computer services 
Lending Works Limited           April 2018               Software &         349          www.lendingworks.co.uk 
                                                  computer services 
QikServe Limited                March 2018               Software &         120                www.qikserve.com 
                                                  computer services 
Rockar 2016 Limited               December               Software &          68                  www.rockar.com 
(trading as Rockar)                   2017        computer services 
WaterBear Education               February         Support services         120            www.waterbear.org.uk 
 Limited                              2018 
-----------------------------  -----------  -----------------------  ----------  ------------------------------ 
Total unlisted                                                            1,054 
-------------------------------------------------------------------  ----------  ------------------------------ 
 
  Real estate investment 
  trusts(1) 
  Custodian REIT PLC              May 2018     Investment companies          71           www.custodianreit.com 
Schroder REIT Limited             May 2018     Investment companies         105                  www.srei.co.uk 
Target Healthcare REIT            May 2018     Investment companies          96  www.targethealthcarereit.co.uk 
 Limited 
-----------------------------  -----------  -----------------------  ----------  ------------------------------ 
Total real estate investment 
 trusts                                                                     272 
-------------------------------------------------------------------  ----------  ------------------------------ 
 
Total investments                                                         1,326 
-------------------------------------------------------------------  ----------  ------------------------------ 
 

(1) Part of liquidity management strategy.

At the period end, the portfolio stood at 62 unlisted and quoted investments, at a total cost of GBP22.76 million.

Realisations

In December 2017, the holding in SPS (EU) was exited for a total return of 2.5 times cost over the life of the investment.

Maven clients first invested in SPS in February 2014, supporting the management buy-out from 4Imprint plc. Since investment, the company has successfully acquired and integrated two complementary businesses, implemented a valuable enterprise resource planning system and scaled internationally, particularly in Europe. SPS was sold to PF Concept International, the European subsidiary of US based consolidator PF Concept Group, which will enable the acquirer to expand its product offering throughout Europe and to strengthen its UK market position.

The holding in John McGavigan was also realised in December 2017 for a total return of 4.2 times cost over the life of the investment. Maven clients first invested in John McGavigan in 2010, providing development capital to support the company's expansion plans, which included establishing a manufacturing facility in China to capitalise on the strong level of growth forecast in that market. Since investment, the business has achieved consistently good levels of growth. In light of this performance, the decision was taken to significantly expand the Chinese presence and, given that the VCT qualifying criteria prohibited Maven client VCTs from supporting an investment in a secondary buy-out, the asset was realised at a premium to carrying value.

In February 2018, the holding in Endura was exited for a total return of 1.56 times cost over the holding period. Maven clients first invested in Endura, a leading designer and manufacturer of high performance cycling apparel and accessories, in 2014 as part of a syndicate led by Penta Capital. The company, focusses on the mid to premium end of the market and sells its products in over thirty countries worldwide with the support of a number of world class sponsors. The sale to UK-based Pentland Group, which has a stable of global sports, outdoor and fashion brands including Berghaus, Canterbury, Speedo and Ellesse, represents an excellent strategic fit for Endura and will enable it to continue to expand its global brand and market presence.

In January 2018, following the sale of Elite, its key trading subsidiary, Torridon (Gibraltar) repaid all outstanding Maven client loan notes.

As at the date of this report, the Manager is engaged with several investee companies and prospective acquirers at various stages of the negotiation process, although there can be no certainty that these discussions will result in profitable sales.

The table below gives details of all realisations achieved, and deferred considerations received, during the reporting period:

 
 
                                                     Cost of                                               Gain/(loss) 
                                                      shares       Value at                                    over 30 
                                       Complete/    disposed    30 November       Sales       Realised        November 
                        Year first       partial          of           2017    proceeds    gain/(loss)      2017 value 
                          invested          exit     GBP'000        GBP'000     GBP'000        GBP'000         GBP'000 
-------------------  -------------  ------------  ----------  -------------  ----------  -------------  -------------- 
Unlisted 
CHS Engineering 
 Services 
 Limited                      2010       Partial           2              -           2              -               2 
Endura Limited                2014      Complete         230            230         355            125             125 
FLXG Scotland 
 Limited 
 (formerly Flexlife 
 Group 
 Limited)                     2010       Partial         228            228         228              -               - 
Lemac No.1 Limited 
 (trading as John 
 McGavigan)(1)                2010      Complete         806          2,990       2,845          2,039           (145) 
SPS (EU) Holdings 
 Limited(1)                   2014      Complete         801          1,755       1,674            874            (81) 
Torridon 
 (Gibraltar) 
 Limited(1)                   2010       Partial         399            125         399              -             274 
-------------------  -------------  ------------  ----------  -------------  ----------  -------------  -------------- 
Total unlisted                                         2,466          5,328       5,503          3,038             175 
------------------------------------------------  ----------  -------------  ----------  -------------  -------------- 
 
 Real estate 
 investment 
 trusts(2) 
British Land 
 Company PLC                  2016      Complete          99            104         107              8               3 
Custodian REIT PLC            2016       Partial          99            107         108              9               1 
Schroder REIT 
 Limited                      2016      Complete          99            107         105              6             (2) 
Standard Life 
 Investment 
 Property Income 
 Trust 
 Limited                      2016      Complete          99            105         101              2             (4) 
Target Healthcare 
 REIT 
 Limited                      2016      Complete          99             94          96            (3)               2 
-------------------  -------------  ------------  ----------  -------------  ----------  -------------  -------------- 
Total real estate investment 
 trusts                                                  495            517         517             22               - 
------------------------------------------------  ----------  -------------  ----------  -------------  -------------- 
 
Total disposals                                        2,961          5,845       6,020          3,060             175 
------------------------------------------------  ----------  -------------  ----------  -------------  -------------- 
 

(1) Proceeds exclude yield and redemption premium received, which are disclosed as revenue for financial reporting purposes.

(2) Part of liquidity management strategy.

The table includes the redemption of loan notes by a number of investee companies.

Material Developments Since the Period End

Since 31 May 2018, two new private company holdings have been added to the portfolio.

-- BioAscent Discovery is a drug discovery services business that was founded by former pharmaceutical executives with over 30 years' experience of delivering clinical drug candidates. The business operates from the former Merck Sharpe and Dohme R&D site at Newhouse, Scotland, which is a secure, state-of-the-art facility, housing client compound libraries ranging in size from a few thousand to a few hundred thousand compounds. The funding will be used to add complementary chemistry and biology services to the existing compound management service to create a high-value and highly differentiated integrated drug discovery offering.

-- Bright Networks is a developer and provider of a media technology platform that enables medium and large sized companies to identify, reach and recruit high quality university graduates and young professionals. The platform currently supports a network of over 150,000 candidates and has a customer base of over 250 leading employers including Bloomberg, Marks and Spencer and Vodafone. The Maven client investment will support the development of the technology as well as supporting further business development and sales and marketing activities.

In addition, to assist with further growth, follow-on development capital funding was provided to Growth Capital Ventures, ITS Technology, The GP Service and Whiterock.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2017 Annual Report, and are the risks associated with investment in small and medium sized unlisted and AIM/NEX quoted companies which, by their nature, carry a higher level of risk and are subject to lower liquidity than investments in large quoted companies. The valuation of investee companies may be affected by economic conditions, the credit environment and other risks including legislation, regulation, adherence to VCT qualifying rules and the effectiveness of the internal controls operated by the Company and the Manager. These risks and procedures are reviewed regularly by the Audit & Risk Committee and reported to your Board. The Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be monitored and met.

Share Buy-backs

Shareholders have given the Board authority to buy back shares for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders. It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, shares will continue to be bought back at prices representing a discount of between 5% and 10% of the prevailing NAV per share. During the period under review, 250,000 share were bought back at a total cost of GBP165,000.

Regulatory Developments

As previously outlined VCT legislation continues to move further towards supporting higher risk investments, with recent changes including the introduction of a 'risk to capital' based test, increased measures designed to assist the financing of knowledge-intensive companies and certain sector exclusions. The Finance Act 2018, which received Royal Assent in March 2018, introduced a new requirement that, for accounting dates from 6 April 2019 (from 1 December 2019 in the case of the Company, the percentage of funds a VCT must hold in qualifying investments will increase from 70% to 80%. In order to assist with this, the add-back period on sales will be increased from six to twelve months, with effect from 6 April 2019. The Board and the Manager will continue to consider its implications and take these developments into account when planning future strategy.

The General Data Protection Regulation came into force on 25 May 2018, replacing the Data Protection Act 1998. This regulation enforces the principle of 'privacy by design and by default' and enshrines new rights for individuals, including the right to be forgotten and to data portability. The Manager has worked with the third parties that process Shareholders' personal data to ensure that their rights under the new regulation are respected.

Outlook

Based on the current level of new transaction activity, it is expected that a meaningful number of new investments will be completed during the second half of the financial year, consistent with the Company's strategy of further expanding and diversifying the portfolio. The success of the most recent Offer for Subscription has provided further funds to ensure the delivery of this strategy, and your Board and Manager remain committed to building a large and broadly based portfolio of valuable private companies, that are capable of delivering positive Shareholder returns in the years ahead.

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

20 July 2018

Summary of Investment Changes

For the Six Months Ended 31 May 2018

 
                                 Valuation   Net investment/    Appreciation/        Valuation 
                          30 November 2017   (disinvestment)   (depreciation)      31 May 2018 
                                 GBP'000 %           GBP'000          GBP'000        GBP'000 % 
---------------------  -------------------  ----------------  ---------------  --------------- 
Unlisted investments 
Equities                   10,442     30.7           (2,726)              753     8,469     18.4 
Loan stock                 12,294     36.1           (1,723)            (440)    10,131     22.0 
---------------------  ----------  -------  ----------------  ---------------  --------  ------- 
                           22,736     66.8           (4,449)              313    18,600     40.4 
AIM/NEX investments 
Equities                      423      1.2                 -               21       444      1.0 
 Listed investments 
Equities                       22      0.1                 -              (3)        19        - 
Investment trusts           1,154      3.4             (245)             (19)       890      1.9 
---------------------  ----------  -------  ----------------  ---------------  --------  ------- 
Total investments          24,335     71.5           (4,694)              312    19,953     43.3 
 Other net assets           9,680     28.5            16,509                -    26,189     56.7 
---------------------  ----------  -------  ----------------  ---------------  --------  ------- 
Net assets                 34,015    100.0            11,815              312    46,142    100.0 
---------------------  ----------  -------  ----------------  ---------------  --------  ------- 
 
 

Investment Portfolio Summary

As at 31 May 2018

 
 
                                                                                                % of equity 
                                          Valuation       Cost    % of total    % of equity   held by other 
  Investment                                GBP'000    GBP'000        assets           held      clients(1) 
--------------------------------------  -----------  ---------  ------------  -------------  -------------- 
Unlisted 
Ensco 969 Limited (trading as 
 DPP)                                         1,283      1,133           2.8            4.8            29.7 
Vodat Communications Group Limited            1,024        567           2.2            4.2            22.6 
CatTech International Limited                   982        627           2.1            6.0            24.0 
Martel Instruments Holdings Limited             917      1,026           2.0           12.4            31.8 
GEV Holdings Limited                            868        672           1.9            4.1            31.9 
Maven Co-invest Endeavour Limited 
 Partnership                                    833        417           1.8            8.1            91.9 
(invested in Global Risk Partners)(2) 
JT Holdings (UK) Limited (trading 
 as Just Trays)                                 751        496           1.6            5.3            24.7 
Fathom Systems Group Limited                    710        710           1.5            7.8            52.2 
Horizon Cremation Limited                       688        688           1.5            3.7            18.6 
Glacier Energy Services Holdings 
 Limited                                        686        686           1.5            2.6            25.0 
TC Communications Holdings Limited              645        980           1.4            8.3            21.7 
Castlegate 737 Limited (trading 
 as Cursor Controls)                            606        324           1.3            3.2            44.3 
Flow UK Holdings Limited                        597        597           1.3            7.0            28.0 
R&M Engineering Group Limited                   572        761           1.2            8.3            62.3 
CB Technology Group Limited                     558        558           1.2           11.2            67.7 
Rockar 2016 Limited (trading 
 as Rockar)                                     549        549           1.2            3.0            12.6 
HCS Control Systems Group Limited               539        746           1.2            6.1            30.4 
QikServe Limited                                516        516           1.1            3.5            15.3 
The GP Service (UK) Limited(3)                  496        496           1.1            6.0            26.5 
RMEC Group Limited                              446        446           1.0            2.7            47.4 
ITS Technology Group Limited                    446        446           1.0            3.9            24.3 
Attraction World Holdings Limited               432         23           0.9            6.7            31.7 
ADC Biotechnology Limited                       377        377           0.8            2.8            12.1 
Lending Works Limited                           349        349           0.8            3.3            16.3 
Contego Solutions Limited (trading 
 as NorthRow)                                   347        347           0.8            3.0            12.6 
Chic Lifestyle Limited (trading 
 as Chic Retreats)                              291        291           0.6            8.4            38.4 
Torridon (Gibraltar) Limited                    271          -           0.6            4.5            35.5 
eSafe Global Limited                            248        248           0.5            4.6            27.4 
Whiterock Group Limited                         208        208           0.5            4.4            20.6 
ISN Solutions Group Limited                     205        321           0.4            4.5            50.5 
ebb3 Limited                                    183        183           0.4            4.1            20.4 
Cognitive Geology Limited                       179        179           0.4            2.2            10.2 
 

Investment Portfolio Summary (Continued)

As at 31 May 2018

 
 
                                                                                                % of equity 
                                          Valuation       Cost    % of total    % of equity   held by other 
  Investment (continued)                    GBP'000    GBP'000        assets           held      clients(1) 
--------------------------------------  -----------  ---------  ------------  -------------  -------------- 
Unlisted (continued) 
Growth Capital Ventures Limited                 159        159           0.3            4.4            26.1 
Curo Compensation Limited                       149        149           0.3            1.9            13.5 
Lawrence Recycling & Waste Management 
 Limited                                        130        914           0.3           10.0            52.0 
WaterBear Education Limited                     120        120           0.3            4.5            39.2 
D Mack Limited                                   88        521           0.2            4.8            25.2 
FLXG Scotland Limited                            80        369           0.2            2.4            11.9 
(formerly Flexlife Group Limited) 
Space Student Living Limited                     72          -           0.2           11.5            68.6 
Other unlisted investments                        -      2,712             - 
--------------------------------------  -----------  ---------  ------------  -------------  -------------- 
Total unlisted                               18,600     20,911          40.4 
--------------------------------------  -----------  ---------  ------------  -------------  -------------- 
 
  Quoted 
Byotrol PLC                                     207        197           0.5            1.2             2.4 
Plastics Capital PLC                            140        122           0.3            0.3             1.1 
Cello Group PLC                                  64         54           0.1            0.1             0.4 
Vianet Group PLC (formerly Brulines 
 Group PLC)                                      31         31           0.1            0.1             1.4 
esure Group PLC                                  19          -             -              -               - 
 Other quoted investments                         2        635             - 
--------------------------------------  -----------  ---------  ------------  -------------  -------------- 
Total quoted                                    463      1,039           1.0 
--------------------------------------  -----------  ---------  ------------  -------------  -------------- 
 
  Private equity investment trusts 
HgCapital Trust PLC                             131        100           0.3              -             0.1 
F&C Private Equity Trust PLC                    125        102           0.3            0.1             0.3 
Princess Private Equity Holding 
 Limited                                        119         98           0.2              -             0.1 
Apax Global Alpha Limited                       101         99           0.2              -             0.1 
Standard Life Private Equity 
 Trust PLC                                       54         43           0.1              -               - 
--------------------------------------  -----------  ---------  ------------  -------------  -------------- 
Total private equity investment 
 trusts                                         530        442           1.1 
--------------------------------------  -----------  ---------  ------------  -------------  -------------- 
 

Investment Portfolio Summary (Continued)

As at 31 May 2018

 
 
                                                                                         % of equity 
                                   Valuation       Cost    % of total    % of equity   held by other 
  Investment (continued)             GBP'000    GBP'000        assets           held      clients(1) 
-------------------------------  -----------  ---------  ------------  -------------  -------------- 
Real estate investment trusts 
 Schroder REIT Limited                   104        105           0.2              -             0.1 
Target Healthcare REIT Limited            96         96           0.2              -             0.1 
Regional REIT Limited                     88         99           0.2              -             0.2 
Custodian REIT PLC                        72         71           0.2              -             0.1 
-------------------------------  -----------  ---------  ------------  -------------  -------------- 
Total real estate investment 
 trusts                                  360        371           0.8 
-------------------------------  -----------  ---------  ------------  -------------  -------------- 
 
Total investments                     19,953     22,763          43.3 
-------------------------------  -----------  ---------  ------------  -------------  -------------- 
 

(1) Other clients of Maven Capital Partners UK LLP.

(2) % of equity held in enlarged group is 0.37%

(3) Atul Devani is executive chairman of this company.

Income Statement

For the Six Months Ended 31 May 2018

 
                                      Six months ended              Six months ended                    Year ended 
                                           31 May 2018                   31 May 2017              30 November 2017 
                                           (unaudited)                   (unaudited)                     (audited) 
                           Revenue   Capital     Total   Revenue   Capital     Total   Revenue   Capital     Total 
                           GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
Gains on investments             -       312       312         -        62        62         -       153       153 
Income from investments        621         -       621       530         -       530     1,047         -     1,047 
Other income                    12         -        12         6         -         6        14         -        14 
Investment management        (102)     (410)     (512)      (90)     (362)     (452)     (179)     (717)     (896) 
fees 
Other expenses               (132)         -     (132)     (124)         -     (124)     (291)         -     (291) 
------------------------  --------  --------  --------  --------  --------  --------  --------  --------  -------- 
Net return on 
 ordinary                      399      (98)       301       322     (300)        22       591     (564)        27 
activities before 
 taxation 
 
  Tax on ordinary 
  activities                  (36)        36         -      (56)        56         -     (103)       103         - 
------------------------  --------  --------  --------  --------  --------  --------  --------  --------  -------- 
Return attributable 
 to Equity Shareholders        363      (62)       301       266     (244)        22       488     (461)        27 
------------------------  --------  --------  --------  --------  --------  --------  --------  --------  -------- 
 
  Earnings per 
  share (pence)               0.65    (0.11)      0.54      0.65    (0.60)      0.05      1.20    (1.13)      0.07 
------------------------  --------  --------  --------  --------  --------  --------  --------  --------  -------- 
 

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 and other securities.

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.

Statement of Changes in Equity

For the Six Months Ended 31 May 2018

Six months ended 31 May 2018 (unaudited)

 
                                    Share    Capital        Capital         Special      Capital 
                          Share   premium    reserve        reserve   distributable   redemption    Revenue 
                        capital   account   realised     unrealised         reserve      reserve    reserve      Total 
                        GBP'000   GBP'000    GBP'000        GBP'000         GBP'000      GBP'000    GBP'000    GBP'000 
--------------------  ---------  --------  ---------  -------------  --------------  -----------  ---------  --------- 
At 30 November 2017       4,702    18,035    (5,989)           (62)          15,749          819        761     34,015 
 Net return                   -         -      2,686        (2,748)               -            -        363        301 
Dividends paid                -         -    (3,155)              -               -            -          -    (3,155) 
Repurchase and 
 cancellation 
 of shares                 (25)         -          -              -           (165)           25          -      (165) 
Net proceeds of 
 share 
 issue                    2,174    12,747          -              -               -            -          -     14,921 
Net proceeds of DIS 
 issue                       35       190          -              -               -            -          -        225 
--------------------  ---------  --------  ---------  -------------  --------------  -----------  ---------  --------- 
At 31 May 2018            6,886    30,972    (6,458)        (2,810)          15,584          844      1,124     46,142 
--------------------  ---------  --------  ---------  -------------  --------------  -----------  ---------  --------- 
 

Six months ended 31 May 2017 (unaudited)

 
                                    Share    Capital        Capital         Special      Capital 
                          Share   premium    reserve        reserve   distributable   redemption    Revenue 
                        capital   account   realised     unrealised         reserve      reserve    reserve      Total 
                        GBP'000   GBP'000    GBP'000        GBP'000         GBP'000      GBP'000    GBP'000    GBP'000 
--------------------  ---------  --------  ---------  -------------  --------------  -----------  ---------  --------- 
At 30 November 2016       4,093    13,820    (2,115)          3,499          16,251          752        720     37,020 
 Net return                   -         -      1,719        (1,963)               -            -        266         22 
Dividends paid                -         -      (921)              -               -            -      (614)    (1,535) 
Repurchase and 
 cancellation 
 of shares                 (36)         -          -              -           (285)           36          -      (285) 
--------------------  ---------  --------  ---------  -------------  --------------  -----------  ---------  --------- 
At 31 May 2017            4,057    13,820    (1,317)          1,536          15,966          788        372     35,222 
--------------------  ---------  --------  ---------  -------------  --------------  -----------  ---------  --------- 
 

Year ended 30 November 2017 (audited)

 
                                    Share    Capital        Capital         Special      Capital 
                          Share   premium    reserve        reserve   distributable   redemption    Revenue 
                        capital   account   realised     unrealised         reserve      reserve    reserve      Total 
                        GBP'000   GBP'000    GBP'000        GBP'000         GBP'000      GBP'000    GBP'000    GBP'000 
--------------------  ---------  --------  ---------  -------------  --------------  -----------  ---------  --------- 
At 30 November 2016       4,093    13,820    (2,115)          3,499          16,251          752        720     37,020 
 Net return                   -         -      3,100        (3,561)               -            -        488         27 
Dividends paid                -         -    (6,974)              -               -            -      (447)    (7,421) 
Repurchase and 
 cancellation 
 of shares                 (67)         -          -              -           (502)           67          -      (502) 
Net proceeds of 
 share 
 issue                      650     4,042          -              -               -            -          -      4,692 
Net proceeds of DIS 
 issue                       26       173          -              -               -            -          -        199 
--------------------  ---------  --------  ---------  -------------  --------------  -----------  ---------  --------- 
At 30 November 2017       4,702    18,035    (5,989)           (62)          15,749          819        761     34,015 
--------------------  ---------  --------  ---------  -------------  --------------  -----------  ---------  --------- 
 

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

Balance Sheet

As at 31 May 2018

 
                                        31 May 2018   31 May 2017  30 November 2017 
                                        (unaudited)   (unaudited)         (audited) 
                                            GBP'000       GBP'000           GBP'000 
-------------------------------------  ------------  ------------  ---------------- 
Fixed assets 
 Investments at fair value through 
 profit or loss                              19,953        29,801            24,335 
 
  Current assets 
Debtors                                         940           409               469 
Cash                                         25,320         5,032             9,246 
-------------------------------------  ------------  ------------  ---------------- 
                                             26,260         5,441             9,715 
Creditors 
Amounts falling due within one 
 year                                          (71)          (20)              (35) 
-------------------------------------  ------------  ------------  ---------------- 
Net current assets                           26,189         5,421             9,680 
-------------------------------------  ------------  ------------  ---------------- 
Net assets                                   46,142        35,222            34,015 
-------------------------------------  ------------  ------------  ---------------- 
 
 
  Capital and reserves 
Called up share capital                       6,886         4,057             4,702 
Share premium account                        30,972        13,820            18,035 
Capital reserve - realised                  (6,458)       (1,317)           (5,989) 
Capital reserve - unrealised                (2,810)         1,536              (62) 
Special distributable reserve                15,584        15,966            15,749 
Capital redemption reserve                      844           788               819 
Revenue reserve                               1,124           372               761 
-------------------------------------  ------------  ------------  ---------------- 
Net assets attributable to Ordinary 
 Shareholders                                46,142        35,222            34,015 
-------------------------------------  ------------  ------------  ---------------- 
 
  Net asset value per Ordinary Share 
  (pence)                                     67.01         86.82             72.35 
-------------------------------------  ------------  ------------  ---------------- 
 

The Financial Statements of Maven Income and Growth VCT 3 PLC, registered number 04283350, were approved by the Board and were signed on its behalf by:

Atul Devani

Director

20 July 2018

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

Cash Flow Statement

For the Six Months Ended 31 May 2018

 
                                Six months ended  Six months ended   Year ended 30 
                                     31 May 2018       31 May 2017   November 2017 
                                     (unaudited)       (unaudited)       (audited) 
                                         GBP'000           GBP'000         GBP'000 
------------------------------  ----------------  ----------------  -------------- 
Net cash flows from operating 
 activities                                (604)             (602)         (1,203) 
Cash flows from investing 
 activities 
Investment income received                   593               516             978 
Deposit interest received                     12                 6              14 
Purchase of investments                  (1,326)           (1,436)         (3,212) 
Sale of investments                        6,020             4,099          11,432 
------------------------------  ----------------  ----------------  -------------- 
Net cash flows from investing 
 activities                                5,299             3,185           9,212 
------------------------------  ----------------  ----------------  -------------- 
 
  Cash flows from financing 
  activities 
Equity dividends paid                    (3,155)           (1,535)         (7,421) 
Issue of Ordinary Shares                  14,699                 -           4,891 
Repurchase of Ordinary Shares              (165)             (285)           (502) 
------------------------------  ----------------  ----------------  -------------- 
Net cash flows from financing 
 activities                               11,379           (1,820)         (3,032) 
------------------------------  ----------------  ----------------  -------------- 
 
Net increase in cash                      16,074               763           4,977 
------------------------------  ----------------  ----------------  -------------- 
 
  Cash at beginning of period              9,246             4,269           4,269 
Cash at end of period                     25,320             5,032           9,246 
------------------------------  ----------------  ----------------  -------------- 
 

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

Notes to The Financial Statements

1. Accounting Policies

The financial information for the six months ended 31 May 2018 and the six months ended 31 May 2017 comprises non-statutory accounts within the meaning of S435 of the Companies Act 2006. The financial information contained in this report has been prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended 30 November 2017, which have been filed at Companies House and which contained an Auditor's report which was not qualified and did not contain a statement under S498(2) or S498(3) of the Companies Act 2006.

2. 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.

Capital reserves

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.

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. The capital reserve realised account also represents capital dividends, capital investment management fees and the tax effect of capital items.

Special distributable reserve

The total cost to the Company of the repurchase and cancellation of shares is represented in the special distributable reserve account.

Capital redemption reserve

The nominal value of shares repurchased and cancelled is represented in the capital redemption reserve.

Revenue reserve

The revenue reserve represents accumulated profits retained by the Company that have not been distributed to Shareholders.

 
3. Return per Ordinary Share                            Six months ended 
                                                             31 May 2018 
------------------------------------------------------  ---------------- 
The returns per share have been based on the following        56,043,547 
 figures: 
 Weighted average number of Ordinary Shares                   GBP363,000 
                                                             (GBP62,000) 
 Revenue return 
 Capital return 
------------------------------------------------------  ---------------- 
Total return                                                  GBP301,000 
------------------------------------------------------  ---------------- 
 

Directors' Responsibility Statement

Each Director believes that, to the best of their knowledge:

-- the Financial Statements for the six months ended 31 May 2018 have been prepared in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland;

-- the Interim Management Report includes a fair review of the information required by DTR 4.2.7R in relation to the indication of important events during the first six months, and of the principal risks and uncertainties facing the Company during the second six months, of the year ending 30 November 2018; and

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

Other information

The NAV per Ordinary Share has been calculated using the number of Ordinary Shares in issue at 31 May 2018 which was 68,858,231. A summary of investment changes for the six months under review and an investment portfolio summary as at 31 May 2018 are included above. A full copy of the Interim Report and Financial Statements will be printed and issued to Shareholders in due course. Copies of this announcement will be available to the public at the office of Maven Capital Partners UK LLP, Kintyre House, 205 West George Street, Glasgow, G2 2LW; at the Registered office of the Company at 1 - 2 Royal Exchange Buildings, London, EC3V 3LF; and on the Company's website at: www.mavencp.com/migvct3

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.

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

20 July 2018

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR ZBLFLVDFEBBD

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