TIDMMIG1
RNS Number : 9995B
Maven Income & Growth VCT PLC
07 June 2023
Maven Income and Growth VCT PLC
Final results for the year ended 28 February 2023
The Directors are pleased to report the Company's financial
results for the year ended 28 February 2023.
Highlights
-- NAV total return at the year end of 147.27p per share (2022: 146.25p)
-- NAV at the year end of 43.01p per share (2022: 44.34p), after
dividend payments totalling 2.35p per share during the year
-- Interim dividend of 1.10p per share paid on 2 December 2022
-- Final dividend of 1.15p per share proposed for payment on 14 July 2023
-- Offer for Subscription closed on 26 May 2023, raising GBP6.74
million of new capital for the 2022/23 and 2023/24 tax years
Chairman's Statement
On behalf of your Board, I am pleased to present the 2023 Annual
Report. Despite the uncertain macroeconomic backdrop, your Company
has made further strategic progress and, in a difficult year for
markets, has recorded a modest increase in NAV total return. This
reflects the strength and diversity of the unlisted portfolio,
where many private companies have continued to deliver revenue
growth and achieve commercial milestones which, in certain cases,
has resulted in uplifts to valuations. In contrast, it has been a
volatile period for listed markets and this has had an impact on
the value of your Company's AIM quoted portfolio. Encouragingly,
your Company maintained a good level of M&A activity and during
the year four profitable private company exits completed. Following
these realisations, and consistent with the objective of
maintaining a programme of regular Shareholder distributions, your
Board is pleased to propose a final dividend of 1.15p per share for
payment in July. This brings the annual yield to 5%, which is in
line with your Company's dividend target.
Overview
During the financial year, the economic landscape has remained
challenging, with hopes of a post-pandemic recovery overshadowed by
the war in Ukraine. In addition to the human cost, the ongoing
conflict has had a significant impact on most global economies,
with the sharp spike in energy prices and disruption to
international supply chains impacting market dynamics and growth
prospects. In the UK, the energy price shock contributed to the
high level of inflation and cost of living crisis which, alongside
rising interest rates, created a difficult operating environment
for many businesses and consumers. It is, however, encouraging to
note that the outlook for the UK is now improving, with the
domestic economy expected to avoid recession during 2023. Against a
more stable backdrop, your Board remains optimistic that the
Company can maintain growth and achieve its investment objective in
the year ahead.
During the financial year, there has been further expansion and
development of the portfolio through the addition of 10 new private
company holdings, with follow-on funding also provided to support
those companies that are achieving commercial targets and require
additional capital to fully scale before progressing to exit. The
Manager continues to see good demand for growth capital from
ambitious and entrepreneurial private companies across its network
of regional offices, and remains well placed to continue to source
and execute high quality VCT qualifying investments.
In October 2022, your Company launched a new Offer for
Subscription, alongside Offers by the other Maven managed VCTs. The
Directors are pleased to confirm that the Offers closed on 26 May
2023, with your Company raising a total of GBP6.74 million. This
additional capital will enable your Company to progress its
investment strategy, which has the core objective of building a
large and sectorally diversified portfolio of high growth private
and AIM quoted companies that are capable of achieving scale and
generating a capital gain on exit. With respect to future fund
raisings, the Board and the Manager welcomed the announcement by
the UK Government in September 2022 that tax relief for the VCT and
EIS schemes would continue beyond 2025. The news that the period
covered by the "sunset" clause will be extended removes uncertainty
for investors and allows entrepreneurial SMEs to continue to access
this important source of growth capital.
This has been a year of further progress for the early stage
unlisted portfolio, where the majority of companies have achieved
strategic and operational growth objectives, which has merited
uplifts to certain valuations to reflect the sustained progress.
Your Company also benefits from a portfolio of later stage private
companies, completed prior to the change in VCT rules, and these
more mature holdings help to counterbalance the risks associated
with earlier stage growth investment. This generally positive
performance has, however, been offset by the volatility that has
affected financial markets throughout the year, and which has
impacted the value of your Company's quoted portfolio, where share
prices have declined in response to negative investor sentiment. In
the AIM market, there has also been limited IPO and new share
issuance activity and, whilst the Manager reviewed a number of
potential investment opportunities, only one new AIM quoted
investment was completed during the year. Your Board continues to
believe that a blended portfolio of private equity and AIM quoted
holdings provides the optimal structure for delivering long term
growth in Shareholder value. However, the Manager will remain
cautious on any further AIM investments until there is clear
evidence of a recovery in this market, and an improvement in the
quality and range of companies seeking VCT investment.
Your Board remains committed to making regular tax free
distributions, and achieving portfolio realisations is central to
this objective. It is, therefore, encouraging to report that four
profitable private company exits were completed during the period.
Whilst the timing of exits is typically hard to predict, the
Directors remain optimistic that further profitable exits can be
achieved in the year ahead.
An update on the developments across the portfolio can be found
in the Investment Manager's Review in the Annual Report. This
includes a summary of the new investments and realisations
completed during the year, as well as updates on the companies that
have delivered a positive performance and the small number of cases
where valuations have been reduced or fully written down. Details
of the principal Key Performance Indicators (KPIs) are highlighted
in the Business Report in the Annual Report and a summary of the
Alternative Performance Measures (APMs) can be found in the
Financial Highlights in the Annual Report.
Liquidity Management
As Shareholders will be aware from recent Annual and Interim
Reports, your Company maintains a proactive approach to liquidity
management, with the objective of generating income from cash
resources held prior to investment in VCT qualifying companies.
This also helps to meet the criteria of the Nature of Income test,
which is a mandatory part of the VCT legislation and requires that
not less than 70% of a VCT's income is derived from shares or
securities. To meet this requirement, the Board had previously
approved the construction of a focused portfolio of permitted,
non-qualifying holdings in carefully selected investment trusts
with strong fundamentals and attractive income characteristics.
During the year, certain holdings from this portfolio were
partially realised, with the proceeds used to fund new VCT
qualifying investments. However, the recent upward trend in
interest rates has required the Board and the Manager to
restructure its approach to funds held prior to investment, in
order to ensure ongoing compliance with the Nature of Income test.
This will allow your Company to maximise interest income on
residual cash held prior to investment and represents a significant
new income stream. The core strategy will be to construct a diverse
portfolio of permitted investment trusts alongside a number of
leading money market funds, which have all been assessed and are
recommended by the Manager. During the reporting period, the first
new investments in support of the liquidity management strategy
were completed and details can be found in the Investments table in
the Annual Report.
Dividend Policy
Decisions on distributions take into consideration a number of
factors, including the realisation of capital gains, the adequacy
of distributable reserves, the availability of surplus revenue and
the VCT qualifying level, all of which are kept under close and
regular review.
The Board and the Manager recognise the importance of tax free
distributions to Shareholders and, subject to the considerations
outlined above, will seek, as a guide, to pay an annual dividend
that represents 5% of the NAV per share at the immediately
preceding year end.
As the portfolio continues to expand, and a greater proportion
of holdings are in younger companies, the timing of distributions
will be more closely linked to realisation activity, whilst also
reflecting the Company's requirement to maintain its VCT qualifying
level. If larger distributions are required as a consequence of
significant exits, this will result in a corresponding reduction in
NAV per share of the Company. However, your Board considers this to
be a tax efficient means of returning value to Shareholders, whilst
ensuring ongoing compliance with the VCT legislation.
Proposed Final Dividend
Your Board is pleased to propose that a final dividend of 1.15p
per Ordinary Share, in respect of the year ended 28 February 2023,
will be paid on 14 July 2023 to Shareholders on the register at 16
June 2023. This will bring total distributions for the financial
year to 2.25p per Ordinary Share, representing a yield of 5.07%
based on the NAV at the immediately preceding year end of 44.34p
per share. Since the Company's launch, and after receipt of the
proposed final dividend, a total of 105.41p per share will have
been paid in tax free Shareholder distributions.
Dividend Investment Scheme (DIS)
Your Company operates a DIS, through which Shareholders can, at
any time, elect to have their dividend payments utilised to
subscribe for new Ordinary Shares 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
relief applicable for the tax year in which they are allotted,
subject to an individual Shareholder's particular
circumstances.
Shareholders can elect to participate in the DIS in respect of
future dividends. In order for the DIS to apply to the final
dividend that is due to be paid on 14 July 2023, a mandate form
must be received by the Registrar (The City Partnership) before 30
June 2023, this being the relevant dividend election date. The
mandate form, terms & conditions and full details of the scheme
(including tax considerations) are available from the Company's
webpage at: mavencp.com/migvct. Election to participate in the DIS
can also be made through the Registrar's online investor hub at:
maven-cp.cityhub.uk.com/login.
If a Shareholder is in any doubt about the merits of
participating in the DIS, or their own tax status, they should seek
advice from a suitably qualified adviser.
Fund Raising and Allotment
On 7 October 2022, your Company, alongside Maven Income and
Growth VCT 3 PLC, Maven Income and Growth VCT 4 PLC and Maven
Income and Growth VCT 5 PLC, launched Offers for Subscription for
up to GBP40 million in aggregate, inclusive of over-allotment
facilities for up to GBP10 million in aggregate. On 26 May 2023,
the Offers closed with your Company having raised a total of
GBP6.74 million for the 2022/23 and 2023/24 tax years.
With respect to the 2022/23 tax year, an allotment of 8,130,478
new Ordinary Shares completed on 3 March 2023, with a further
allotment of 4,986,813 new Ordinary Shares completing on 5 April
2023. An allotment of 2,013,349 new Ordinary Shares in respect of
the 2023/24 tax year took place on 2 June 2023.
Further details regarding the new Ordinary Shares issued under
the Offer for Subscription can be found in Note 12 to the Financial
Statements in the Annual Report.
The Directors are confident that Maven's regional office network
will continue to source attractive investment opportunities in VCT
qualifying companies across a range of sectors, and the additional
liquidity provided by the fundraising will facilitate further
expansion and development of the portfolio in line with the
investment strategy. Furthermore, the funds raised will allow your
Company to maintain its share buy-back policy, whilst also
spreading costs over a wider asset base with the objective of
maintaining a competitive 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 for
the Company to buy back its own shares in the secondary market, for
cancellation or to be held in treasury, subject always to such
transactions being in the best interests of Shareholders.
It is intended that the Company should seek to maintain a share
price discount that is approximately 5% below the latest published
NAV per share, subject to market conditions, availability liquidity
and the maintenance of the Company's VCT qualifying status.
Shareholders should be aware that neither the Company nor the
Manager can execute a direct transaction in the Company's shares.
Any instruction to buy or sell shares on the secondary market must
be directed through a stockbroker. If a Shareholder wishes to buy
or sell shares on the secondary market, they or their broker can
contact the Company's corporate broker, Shore Capital Stockbrokers
on 020 7647 8132, to discuss a transaction. It should, however, be
noted that such transactions cannot take place whilst the Company
is in a closed period, which is the time from the end of a
reporting period (quarter end, half year or full year) until the
announcement of the relevant results, or the release of an
unaudited NAV. A closed period may also be introduced if the
Directors and Manager are in possession of price sensitive
information that may restrict the Company's ability to buy back
shares.
VCT Regulatory Developments
During the period under review, there were no further amendments
to the rules governing VCTs. Shareholders may, however, be aware
that under the VCT scheme approved by the European Commission in
2015, a "sunset" clause was introduced, which stated that income
tax relief would no longer be available on subscriptions for new
shares in VCTs made on or after 6 April 2025, unless the
legislation was renewed by an HM Treasury order. During the
financial year, there has been a considerable level of activity by
industry participants, including The Association of Investment
Companies (AIC), of which the Company is a member, and the Venture
Capital Trust Association (VCTA), of which the Manager is an active
member, to demonstrate the important role of VCT investment in
supporting ambitious SMEs and stimulating economic growth and
regional employment. It is, therefore, encouraging to report that
the UK Government has committed to extend the income tax relief
available on new VCT shares beyond 2025, as confirmed by the
Chancellor in the Autumn 2022 budget statement and reaffirmed in
the Spring 2023 budget. The Manager will remain involved in
discussions regarding the process for implementing this
extension.
Consistent with industry best practice, the Board and the
Manager continue to apply the International Private Equity and
Venture Capital Valuation (IPEV) Guidelines as the central
methodology for all private company valuations. The IPEV Guidelines
are the prevailing framework for fair value information in the
private equity and venture capital industry. Following the invasion
of Ukraine in February 2022, IPEV reiterated the Special Guidance
provided in March 2020 at the outbreak of the COVID-19 pandemic in
the UK, with respect to assessing the fair value of private company
holdings. The Directors and the Manager continue to follow industry
guidelines and adhere to the IPEV Special Guidelines in all private
company valuations.
Environmental, Social and Governance (ESG) Considerations
The Board and the Manager acknowledge the importance of ESG
principles and consider that those portfolio companies that have
ESG aims integrated into their business model are likely to benefit
both society and Shareholders. The Board and the Manager believe
that there is an interconnectivity between profit and purpose, and
that strong ESG credentials can give companies a competitive
edge.
The Board is pleased to report on the continued progress of the
Manager in developing its ESG framework and oversight capabilities.
In order to assist this process, Maven has partnered with a
specialist software provider to enhance its ability to track,
analyse and report key ESG information across the portfolio. The
Manager is further enhancing its range of internal metrics, which
will be measured from year to year with the intention of reducing
carbon footprint and improving key governance and social
outcomes.
The Manager has a comprehensive ESG policy in place, which is
ingrained within the investment process and, as a standard part of
due diligence for any new investment, ESG risks and opportunities
are all fully considered. A number of investee companies are
already very focused on the environment or making improvements to
society and local communities and have set themselves specific ESG
related goals. Where this is not the case, the Manager is able to
support and advise on the value of improving these metrics, and all
investee companies are required to include ESG as a standing board
agenda item in order to encourage regular dialogue on the
topic.
In May 2021, the Manager became a signatory to the
internationally recognised Principles for Responsible Investment,
demonstrating its commitment to include ESG as an integral part of
its investment decision making and ownership. The Manager has also
become a signatory to the Investing in Women Code, which aims to
improve female entrepreneurs' access to tools, resources and
finance, supporting diversity and inclusion in access to
finance.
Although neither the Company nor the Manager are currently
required to disclose climate related financial information in line
with the Task Force on Climate-related Financial Disclosures
(TCFD), they recognise the aims and importance of the TCFD
recommendations in providing a foundation to improve investors'
ability to appropriately assess climate-related risks and
opportunities. Disclosing information against the TCFD
recommendations remains an objective of the Manager as part of its
ESG initiatives, and progress will be monitored by the
Directors.
The Board is aware of the significant steps that the Manager is
taking to assess ESG capability and support ongoing dialogue with
investee companies, with the aim of improving ESG metrics over the
period that your Company is invested. The Board wishes to remind
Shareholders that your Company's investment policy does not
incorporate specific ESG aims, and investee companies are not
required to meet any particular targets.
Shareholder Communications
Twice a year, Maven publishes a VCT newsletter, Creating Value,
which is issued by email or post and includes details of the new
investments and realisations that have been completed by the Maven
VCTs, as well as updates about investee companies, and the launch
of new Maven VCT Offers. Shareholders wishing to receive this
newsletter, and other VCT related information, can register their
email address with the Registrar, The City Partnership, or
subscribe through Maven's website.
Appointment of a New Auditor
Following a formal tender process, Johnston Carmichael LLP
(Johnston Carmichael) was appointed as the new independent Auditor
to the Company with effect from 4 October 2022. Johnston Carmichael
conducted the audit of the Financial Statements for the financial
year to 28 February 2023 and the Independent Auditor's Report can
be found in the Annual Report. Shareholders will be asked to
confirm the appointment of Johnston Carmichael at the forthcoming
AGM.
Annual General Meeting (AGM)
The 2023 AGM will be held in the Glasgow office of Maven Capital
Partners UK LLP at Kintyre House, 205 West George Street, Glasgow,
G2 2LW on 6 July 2023, commencing at 12.00 noon. The Notice of
Annual General Meeting can be found in the Annual Report.
The Future
The strategy of your Company remains firmly focused on
constructing a large and diverse portfolio of UK based growth
companies. The last year has seen the continued successful
execution of that strategy and it is also pleasing to note that, as
the portfolio expands, a number of profitable realisations have
been achieved which helps to underpin the payment of dividends, in
line with the annual 5% target. The Board and the Manager are
confident that this remains the correct path for your Company, and
further expansion of the portfolio is anticipated in the year
ahead.
John Pocock
Chairman
7 June 2023
Business Report
This Business Report is intended to provide an overview of the
strategy and business model of the Company, as well as the key
measures used by the Directors in overseeing its management. The
Board holds at least one meeting per annum at which strategic
matters are discussed. The Company is a VCT and invests in
accordance with the investment objective set out below.
Investment Objective
Under an investment policy approved by the Directors, the
Company aims to achieve long-term capital appreciation and generate
income for Shareholders.
Business Model and Investment Policy
Under an investment policy approved by the Directors, the
Company intends to achieve its objective by:
-- investing the majority of its funds in a diversified
portfolio of shares and securities in smaller, unquoted UK
companies and AIM/AQSE quoted companies that meet the criteria for
VCT qualifying investments and have strong growth potential;
-- investing no more than 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 2023 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.
Operational Risk
The Board is aware of the heightened cyber security risk and
potential consequences of IT failure, particularly in relation to
the increased utilisation of remote working practices by the
Manager and key third parties. A cyber attack or systems failure
not only has the potential to cause a third party to fail to
perform its duties and responsibilities in accordance with the
service level agreements that are in place, but could also result
in it encountering financial difficulties, such that it is unable
to carry on trading and cannot continue to provide services to the
Company.
The Board has closely monitored the systems and controls in
place to prevent or mitigate against a systems or data security
failure, and the overall effectiveness of business continuity
arrangements of the Manager and third parties.
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 developed and implemented 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 AIC, the British Private
Equity and Venture Capital Association (BVCA) and the VCTA.
The Company has retained Philip Hare & Associates LLP as its
principal 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 The City Partnership UK Limited
to act on its behalf to report annually to HM Revenue & Customs
(HMRC) and to ensure compliance with this legislation.
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 in
the Annual Report, the Company has minimal 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 6% of
Shareholders now receiving paper reports.
The Board is aware that the Manager is increasing its efforts in
relation to the identification of environmental risks and
opportunities, and is developing its ESG policy accordingly.
Environmental risk is a fundamental aspect of due diligence and
industry specialists are assigned where there may be specific
concerns in relation to a potential business or sector. The results
are then factored into the decision making process for new
investments. 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 regions.
Ukraine
The conflict in Ukraine, and the global response to it, has
resulted in disruptions to international supply chains,
inflationary pressures and general market uncertainty. It is also
acknowledged that there is an increased cyber security risk and the
Manager has taken steps to mitigate this risk, including oversight
of third parties.
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
FCA's 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 either 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 its 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.
Political Risk
Political changes that result in parties with extreme influence
over policies could lead to instability and uncertainty in the
markets, legislation and the economy.
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.
Economic Risk
The valuation of investment companies may be affected by
underlying economic conditions, such as fluctuating interest rates,
increased fuel and energy costs, and the availability of bank
finance, all of which can be impacted during times of geopolitical
uncertainty and volatile markets, including during the coronavirus
pandemic and the situation in Ukraine. 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 the 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 2023 and its performance during the
year then ended is included in the Chairman's Statement, which also
includes an overview of its strategy and business model.
The management of the investment portfolio has been delegated to
Maven, which also provides company secretarial, administrative and
financial management services to the Company. The Board is
satisfied with the breadth and depth of the Manager's resources and
its network of offices, which supply new deals and enable it to
monitor the geographically widespread portfolio of companies
effectively.
The Investment Portfolio Summary in the Annual Report discloses
the Company's holdings and the degree of co-investment with other
clients of the Manager. The Portfolio Analysis charts in the Annual
Report show the profile of the portfolio by industry sector and by
asset class. They help to show the sectoral diversity of the
portfolio, which is spread between private growth capital
companies, more mature private company holdings, and AIM/AQSE
quoted investments. The level of VCT qualifying investment is
monitored continually by the Manager and reported to the Risk
Committee quarterly, or as otherwise required.
Key Performance Indicators (KPIs)
During the year, the net return on ordinary activities before
taxation was GBP1,392,000 (2022: GBP2,970,000); gains on
investments were GBP2,449,000 (2022: GBP3,817,000); and earnings
per share were 1.01p (2022: 2.22p).
The Directors also consider a number of APMs to assess the
Company's success in achieving its objective and these also enable
Shareholders and prospective investors to gain an understanding of
the Company's business. These APMs are shown in the Financial
Highlights in the Annual Report.
In addition, the Board considers the following to be KPIs:
-- NAV total return;
-- annual yield;
-- share price discount to NAV;
-- investment income; and
-- operational expenses.
The NAV total return is considered to be the most appropriate
long-term measure of Shareholder value as it includes both the
current NAV per share and total dividends paid to date. The annual
yield is the total dividends paid per share for the financial year,
expressed as a percentage of the net asset value at the previous
year end. The Directors seek to pay dividends to provide a yield
and comply with the VCT rules, taking account of the level of
distributable reserves, profitable realisations in each accounting
period and the Company's future cash flow projections. The share
price discount to NAV is the percentage by which the mid- market
price of a share is lower than its NAV.
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. 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, and the
graph in the Annual Report compares the Company's performance
against the FTSE AIM All-Share Index. The Directors also consider
non-financial performance measures, such as the flow of investment
proposals and the Company's ranking within the VCT sector by
independent analysts. In addition, the Directors consider economic,
regulatory and political trends 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 IPEV Guidelines. Following the invasion of
Ukraine in February 2022, IPEV reiterated the Special Guidance
provided in March 2020, at the outbreak of the COVID-19 pandemic in
the UK, with respect to assessing the fair value of private company
holdings. The Directors and the Manager continue to follow these
industry guidelines and adhere to the IPEV Special Guidelines in
all private company valuations. Investments that are quoted or
traded on a recognised stock exchange, including AIM, are valued at
their closing bid prices at the year end.
Share Buy-backs
At the forthcoming AGM, the Board will seek the necessary
Shareholder authority to continue to conduct a share buy-back
programme under appropriate circumstances.
The Board's Duty and Stakeholder Engagement
The Directors recognise the importance of an effective Board and
its ability to discuss, review and make decisions to promote the
long-term success of the Company and protect the interests of its
key stakeholders. As required by Provision 5 of the AIC Code (and
in line with the UK Code), the Board has discussed the Directors'
duty under Section 172 of the Companies Act and how the interests
of key stakeholders have been considered in Board discussions and
decision making during the year. This has been summarised in the
table below.
Form of engagement Influence on Board/Committee decision making
Shareholders Dividend declarations - the Board recognises the
Annual General Meeting importance of tax free distributions to Shareholders
- Shareholders are encouraged and takes this into consideration when making
to attend the AGM and decisions on interim and final dividends for each
are provided with the year. Further details regarding dividends for
opportunity to ask questions the year under review can be found in the Chairman's
and engage with the Directors Statement.
and the Manager. Shareholders Share buy-back policy - the Directors recognise
are also encouraged to the importance to Shareholders of the Company
exercise their right to maintaining an active buy-back programme and considered
vote on the Resolutions this when establishing the current policy. Further
proposed at the AGM. details can be found in the Chairman's Statement
Shareholder documents and the Directors' Report in the Annual Report.
- the Company reports Offers for Subscription - in making the decision
formally to Shareholders to launch the most recent Offer for Subscription,
by publishing Annual and the Directors considered that it would be in the
Interim Reports, normally interest of Shareholders to continue to expand
in May and October each the portfolio and make further investments across
year. In the instance a diverse range of sectors. By growing the Company,
of a corporate action costs are spread over a wider asset base to promote
taking place, the Board a competitive total expense ratio, which is in
will communicate with the interests of Shareholders. In addition, the
Shareholders through the increased liquidity helps support the buy-back
issue of a Circular and, policy referred to above. Further details regarding
if required, a Prospectus. the Offer for Subscription can be found in the
In addition, significant Chairman's Statement.
matters or reporting obligations Liquidity management - in order to generate income
are disseminated to Shareholders and add value for Shareholders, the Board has
by way of announcements an active liquidity management policy, which has
to the London Stock Exchange. the objective of generating income from the cash
The Secretary acts as held prior to deployment in VCT qualifying investments.
a key point of contact Further details regarding the updated approach
for the Directors and to liquidity management can be found in the Chairman's
communications received Statement and in the Investment Manager's Review
from Shareholders are in the Annual Report.
circulated to the whole
Board.
----------------------------------------------------------
Environment and society The Directors and the Manager are aware of their
The Directors and the duty to act in the interests of the Company, and
Manager take account of acknowledge that there are risks associated with
the social, environmental investment in companies that fail to conduct business
and ethical factors impacted in a socially responsible manner.
by the Company and the The Manager's ESG assessment of investee companies
investments that it makes. focuses heavily on their impact on the environment,
challenges fundamental aspects such as energy
usage and emissions, 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. This has been reflected in a number
of recent new investments.
Further details can be found in the Statement
of Corporate Governance, the Chairman's Statement
and the Investment Manager's Review in the Annual
Report.
----------------------------------------------------------
Portfolio companies
Quarterly Board Meetings The Directors are aware that the exercising of
- the Manager reports voting rights is key to promoting good corporate
to the Board on the portfolio governance and, through the Manager, ensures that
companies, in particular the portfolio companies are encouraged to adopt
on the private companies, best practice in corporate governance. The Board
and the Directors challenge has delegated the responsibility for monitoring
the Manager where they the portfolio companies to the Manager and has
feel it is appropriate. given it discretion to vote in respect of the
The Manager then communicates Company's holdings in the investment portfolio,
directly with each private in a way that reflects the concerns and key governance
investee company, normally matters discussed by the Board.
through the Maven representative
who sits on the board The Board is also mindful that, as the portfolio
of the private investee expands and the proportion of early stage investments
company. 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.
From time to time, the management teams of investee
companies give presentations to the Board.
================================== ==========================================================
Manager
Quarterly Board Meetings The Manager is responsible for implementing the
- the Manager attends investment objective and the strategy agreed by
every Board Meeting to the Board. In making a decision to launch any
present a detailed portfolio Offer for Subscription, the Board needs to consider
analysis and report on that the Company requires sufficient liquidity
key issues such as VCT in order to continue to expand and broaden the
compliance, investment investment portfolio in line with the strategy,
pipeline and utilisation including the provision of follow-on funding,
of any new monies raised. as referred to above.
================================== ==========================================================
Registrar
Annual review meetings The Directors review the performance of all third
and control reports. party service providers on an annual basis, including
ensuring compliance with GDPR.
================================== ==========================================================
Custodian
Regular statements and The Directors review the performance of all third
control reports received, party providers on an annual basis, including
with all holdings and oversight of securing the Company's assets.
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, all of whom
are non-executive, and delegates responsibility for diversity to
the Nomination Committee, as explained in the Statement of
Corporate Governance in the Annual Report. The management of the
Company's assets is undertaken by the Manager through members of
its portfolio management team.
The Manager engages with the Company's underlying investee
companies in relation to their corporate governance practices and
in developing their policies on social, community and environmental
matters. Further information may be found in the Statement of
Corporate Governance. The Manager is continuing to focus on
developing its ESG framework and oversight capabilities. Further
details regarding the Manager's approach to ESG and the progress
made on developing its ESG framework can be found in the Chairman's
Statement in the Annual Report.
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 29 February 2024, 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
7 June 2023
Income Statement
For the Year Ended 28 February 2023
Year ended Year ended
28 February 2023 28 February 2022
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- -------- -------- -------- -------- -------- --------
Gains on investments - 2,449 2,449 - 3,817 3,817
Income from investments 587 - 587 764 - 764
Other income 91 - 91 6 - 6
Investment management fees (238) (952) (1,190) (215) (858) (1,073)
Other expenses (545) - (545) (544) - (544)
----------------------------------- -------- -------- -------- -------- -------- --------
Net return on ordinary activities
before taxation (105) 1,497 1,392 11 2,959 2,970
Tax on ordinary activities - - - (14) 14 -
----------------------------------- -------- -------- -------- -------- -------- --------
Return attributable to Equity
Shareholders (105) 1,497 1,392 (3) 2,973 2,970
----------------------------------- -------- -------- -------- -------- -------- --------
Earnings per share (pence) (0.08) 1.09 1.01 - 2.22 2.22
----------------------------------- -------- -------- -------- -------- -------- --------
All gains and losses are recognised in the Income Statement.
The total column of this statement is the Profit & Loss
Account of the Company. The revenue and capital columns are
supplementary to this and are prepared under guidance published by
the AIC. 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 Notes included in the Annual Report are an integral part of
the Financial Statements.
Statement of Changes in Equity
For the Year Ended 28 February 2023
Year ended 28 February 2023
Non-distributable Reserves Distributable Reserves
Share Capital Capital Capital Special
Share premium redemption reserve reserve distributable Revenue
capital account reserve unrealised realised reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- -------- -------- ----------- ----------- --------- -------------- -------- --------
At 28 February 2022
(restated)** 13,532 15,496 370 4,910 (746) 25,777 664 60,003
Net return - - - 1,857 592 (952) (105) 1,392
Dividends paid - - - - - (3,155) (3,155)
Repurchase and
cancellation
of shares (199) - 199 - - (885) - (885)
Net proceeds of DIS
issue* 67 218 - - - - - 285
------------------------- -------- -------- ----------- ----------- --------- -------------- -------- --------
At 28 February 2023 13,400 15,714 569 6,767 (154) 20,785 559 57,640
------------------------- -------- -------- ----------- ----------- --------- -------------- -------- --------
Year ended 28 February 2022
Non-distributable Reserves Distributable Reserves
Share Capital Capital Capital Special
Share premium redemption reserve reserve distributable Revenue
capital account reserve unrealised realised reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- -------- -------- ----------- ----------- --------- -------------- -------- --------
28 February 2021 9,128 150 212 881 (534) 29,835 871 40,543
Net return (restated)** - - - 4,029 (212) (844) (3) 2,970
Dividends paid - - - - - (2,530) (204) (2,734)
Repurchase and
cancellation
of shares (158) - 158 - - (684) - (684)
Net proceeds of share
issue 4,505 15,155 - - - 19,660
Net proceeds of DIS
issue* 57 191 - - - - - 248
------------------------- -------- -------- ----------- ----------- --------- -------------- -------- --------
At 28 February 2022
(restated)** 13,532 15,496 370 4,910 (746) 25,777 664 60,003
------------------------- -------- -------- ----------- ----------- --------- -------------- -------- --------
* DIS represents the Dividend Investment Scheme as detailed in
the Chairman's Statement in the Annual Report.
**See Note 18 in the Annual Report.
The capital reserve unrealised is generally non-distributable
other than the part of the reserve relating to gains/(losses)
attributable to readily realisable quoted investments which are
distributable.
Where all, or an element of the proceeds of sales have not been
received in cash or cash equivalent (as noted in the Realisations
table in the Annual Report), and are not readily convertible to
cash, they do not qualify as realised gains for the purposes of
distributable reserves calculations and, therefore, do not form
part of distributable reserves. The split of unrealised
gains/(losses) for the year is detailed within the portfolio
valuation section of Note 8.
The Notes included in the Annual Report are an integral part of
the Financial Statements.
Balance Sheet
As at 28 February 2023
28 February 2022
28 February 2023 (restated)**
GBP'000 GBP'000
------------------------------------------------- ----------------- ----------------
Fixed assets
Investments at fair value through profit
or loss 47,353 36,237
Current assets
Debtors 699 658
Cash 9,834 23,338
------------------------------------------------- ----------------- ----------------
10,533 23,996
Creditors
Amounts falling due within one year (246) (230)
------------------------------------------------- ----------------- ----------------
Net current assets 10,287 23,766
------------------------------------------------- ----------------- ----------------
Net assets 57,640 60,003
------------------------------------------------- ----------------- ----------------
Capital and reserves
Called up share capital 13,400 13,532
Share premium account 15,714 15,496
Capital redemption reserve 569 370
Capital reserve - unrealised* 6,767 4,910
Capital reserve - realised* (154) (746)
Special distributable reserve 20,785 25,777
Revenue reserve 559 664
------------------------------------------------- ----------------- ----------------
Net assets attributable to Ordinary Shareholders 57,640 60,003
------------------------------------------------- ----------------- ----------------
Net asset value per Ordinary Share (pence) 43.01 44.34
------------------------------------------------- ----------------- ----------------
*See Note 18 in the Annual Report.
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
7 June 2023
The Notes included in the Annual Report are an integral part of
the Financial Statements.
Cash Flow Statement
For the Year Ended 28 February 2023
Year ended Year ended
28 February 2023 28 February 2022
GBP'000 GBP'000
----------------------------------------- ----------------- -----------------
Net cash flows from operating activities (1,083) (752)
Cash flows from investing activities
Purchase of investments (12,145) (9,892)
Sale of investments 3,479 7,955
----------------------------------------- ----------------- -----------------
Net cash flows from investing activities (8,666) (1,937)
----------------------------------------- ----------------- -----------------
Cash flows from financing activities
Equity dividends paid (3,155) (2,734)
Issue of Ordinary Shares - 19,660
Net proceeds of DIS issue 285 248
Repurchase of Ordinary Shares (885) (684)
----------------------------------------- ----------------- -----------------
Net cash flows from financing activities (3,755) 16,490
----------------------------------------- ----------------- -----------------
Net (decrease)/increase in cash (13,504) 13,801
----------------------------------------- ----------------- -----------------
Cash at beginning of year 23,338 9,537
Cash at end of year 9,834 23,338
The Notes included in the Annual Report are an integral part of
the Financial Statements.
Notes to the Financial Statements
For the Year Ended 28 February 2023
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, further details can be found in the Directors' Report in the
Annual Report. The Financial Statements have been prepared under
the historical cost convention, as modified by the revaluation of
investments and in accordance with FRS 102, The Financial Reporting
Standard applicable in the UK and Republic of Ireland, and in
accordance with the Statement of Recommended Practice for
Investment Trust Companies and Venture Capital Trusts (the SORP)
issued by the AIC in July 2022.
(b) Income
Interest income on loan notes and dividends on preference shares
are accrued on a daily basis. Provision is made against this income
where recovery is doubtful. Where the terms of unquoted loan notes
only require interest or a redemption premium to be paid on
redemption, the interest and the redemption premium is recognised
as income once redemption is reasonably certain. Until such date
interest is accrued daily and included within the valuation of the
investment. When a redemption premium is designed to protect the
value of the instrument holder's investment rather than reflect a
commercial rate of revenue return the redemption premium should be
recognised as capital. The treatment of redemption premiums is
analysed to consider if they are revenue or capital in nature on a
company by company basis. A redemption premium of GBP86,214 (2022:
GBP38,718) was received in the year ended 28 February 2023 and
recognised as income. Income from fixed interest securities and
deposit interest is included on an effective interest rate basis.
Dividends on quoted shares are recognised as income when the
related investments are marked ex-dividend and where no dividend
date is quoted, when the Company's right to receive payment is
established.
(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 which are incidental to the acquisition and disposal
of an investment are charged to capital;
-- 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;and
-- share issue costs are charged to the share premium account.
(d) Taxation
Deferred taxation is recognised in respect of all timing
differences that have originated but not reversed at the balance
sheet date, where transactions or events that result in an
obligation to pay more tax in the future or right to pay less tax
in the future have occurred at the balance sheet date. This is
subject to deferred tax assets only being recognised if it is
considered more likely than not that there will be suitable profits
from which the future reversal of the underlying timing differences
can be deducted. Timing differences are differences arising between
the Company's taxable profits and its results as stated in the
Financial Statements which 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 (IPEV) 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. Where relevant, an investee
may be valued on a discounted cash flow basis. Other early stage
companies are valued by applying a multiple to the investee's
revenue to derive the enterprise value of each company.
2. Whenever practical, recent investments will be valued by
reference to a material arm's length transaction or a quoted
price.
3. Mature companies are valued by applying a multiple to their
maintainable earnings to determine the enterprise value of the
company.
To obtain a valuation of the total ordinary share capital held
by management and the institutional investors, the value of third
party debt, institutional loan stock, debentures and preference
share capital is deducted from the enterprise value. The effect of
any performance related mechanisms is taken into account when
determining the value of the ordinary share capital.
4. All unlisted investments are valued individually by the
Manager's portfolio management team. The resultant valuations are
subject to detailed scrutiny and approval by the Directors of the
Company.
5. In accordance with normal market practice, investments listed
on AIM or a recognised stock exchange are valued at their bid
market price.
6. In accordance with normal market practice, the Open-Ended
Investment Company (OEIC) investments value is based on the daily
price generated from the net asset value of their underlying
portfolio assets.
(f) Fair value measurement
Fair value is defined as the price that the Company would
receive upon selling an investment in a timely transaction to an
independent buyer in the principal or the most advantageous market
of the investment. A three-tier hierarchy has been established to
maximise the use of observable market data and minimise the use of
unobservable inputs and to establish classification of fair value
measurements for disclosure purposes. Inputs refer broadly to the
assumptions that market participants would use in pricing the asset
or liability, including assumptions about risk, for example, the
risk inherent in a particular valuation technique used to measure
fair value including such a pricing model and/or the risk inherent
in the inputs to the valuation technique. Inputs may be observable
or unobservable.
Observable inputs are inputs that reflect the assumptions market
participants would use in pricing the asset or liability developed
based on market data obtained from sources independent of the
reporting entity.
Unobservable inputs are inputs that reflect the reporting
entity's own assumptions about the assumptions market participants
would use in pricing the asset or liability developed based on best
information available in the circumstances.
The three-tier hierarchy of inputs is summarised in the three
broad levels listed below.
-- Level 1 - the unadjusted quoted price in an active market for
identical assets or liabilities that the entity can access at the
measurement date.
-- Level 2 - inputs other than quoted prices included within
Level 1 that are observable (i.e. developed using market data) for
the asset or liability, either directly or indirectly.
-- 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
and Note 16 to the Financial Statements in the Annual Report, and
explained in (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 generally
non-distributable, other than the part of the reserve relating to
gains/(losses) attributable to readily realisable quoted
investments that are distributable.
Capital reserve - realised
Gains or losses on investments realised in the year that have
been recognised in the Income Statement are transferred to the
capital reserve realised account on disposal. Furthermore, any
prior unrealised gains or losses on such investments are
transferred from the capital reserve unrealised account to the
capital reserve realised account on disposal. This reserve is
distributable.
Special distributable reserve
The total cost to the Company of the repurchase and cancellation
of shares is represented in the special distributable reserve
account. The special distributable reserve also represents capital
dividends, capital investment management fees and the tax effect of
capital items. This reserve is distributable.
Revenue reserve
The revenue reserve represents accumulated profits retained by
the Company that have not been distributed to Shareholders as a
dividend. This reserve is distributable.
Earnings per share
Year ended Year ended
28 February 2023 28 February 2022
------------------------------------------- ----------------- -----------------
The returns per share have been based on
the following figures:
Weighted average number of Ordinary Shares 137,122,047 134,189,600
Revenue return (GBP105,000) (GBP3,000)
Capital return GBP1,497,000 GBP2,973,000
------------------------------------------- ----------------- -----------------
Total return GBP1,392,000 GBP2,970,000
------------------------------------------- ----------------- -----------------
Net asset value per Ordinary Share
Net asset value per Ordinary Share as at 28 February 2023 has
been calculated using the number of Ordinary Shares in issue at
that date of 134,000,597 (2022: 135,323,293).
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 2023 and for the year to that
date;
-- the Directors' Report includes a fair review of the
development and performance of the Company, together with a
description of the principal and emerging risks and uncertainties
that it faces; and
-- the Annual Report and Financial Statements, taken as a whole,
is fair, balanced and understandable and provides the information
necessary for Shareholders to assess the Company's position and
performance, business model and strategy.
Other Information
The Annual General Meeting will be held on Thursday 6 July 2023,
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 2023, 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, 6th Floor, Saddlers House, 44
Gutter Lane, London, EC2V 6BR and on the Company's webpage at
mavencp.com/migvct.
The Annual Report and Financial Statements for the year ended 28
February 2023 will be issued to Shareholders and filed with the
Registrar of Companies in due course.
The financial information contained within this Announcement
does not constitute the Company's statutory Financial Statements as
defined in the Companies Act 2006. The statutory Financial
Statements for the year ended 28 February 2022 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:
fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
By Order of the Board
Maven Capital Partners UK LLP
Secretary
7 June 2023
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END
ACSSSMFIWEDSEFM
(END) Dow Jones Newswires
June 07, 2023 11:21 ET (15:21 GMT)
Maven Income & Growth Vct (LSE:MIG1)
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Maven Income & Growth Vct (LSE:MIG1)
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