Mobeus Inc&Gwth - Annual Financial Report

Gresham House Income & Growth 2 Vct

07/04/2020 07:48

RNS Number : 0322J

Mobeus Income & Growth VCT PLC

07 April 2020

 

mobeus Income & Growth VCT plc

 

Annual Financial Results of the Company for the Year ended 31 December 2019

Mobeus Income & Growth VCT plc (the "Company") today announces its final results for the year ended 31 December 2019. These results were approved by the Board of Directors on 6 April 2020.
You may, in due course, view the Annual Report & Financial Statements, comprising the statutory accounts of the Company by visiting www.migvct.co.uk.
Financial Highlights
As at 31 December 2019:
Net assets: £71.89 million
Net asset value ("NAV") per share: 68.78 pence

 

 

-
Net asset value ("NAV") total return per share for the year was 13.6%.
-
Share price total return per share was 20.5% for the year.
-
Dividends paid and declared in respect of the year total 10.00 pence per share. The cumulative dividends paid to shareholders in respect of the past five years is 57.50 pence per share.
-
The Company received a total of £11.77 million from the sale of investments or repayment of loans, a realised gain in the year of £3.35 million.
-
The Company invested a total of £5.85 million into five new growth capital investments and one follow-on investment during the year.
*
Definitions of key terms and alternative performance measures shown above and throughout this report are shown in the Glossary of terms in the Annual Report.
PERFORMANCE SUMMARY
Cumulative NAV Total return performance over the last 3, 5 and 10 years is 24.2%, 30.0% and 112.8% respectively.
The table below shows the recent cumulative performance since launch as at the end of each of the last five years.
Reporting date
Net
NAV
Share price1
Cumulative
Cumulative total return
Dividends paid
as at
assets
per
dividends
per share to shareholders
and proposed
share
paid per
(NAV
(Share
in respect of
share
each year
basis)
price basis)
(£m)
(p)
(p)
(p)
(p)
(p)
(p)
31
December 2019
71.89
68.78
63.752
124.80
193.58
188.55
10.003
31
December 2018
75.08
70.25
62.00
113.80
184.05
175.80
7.00
31
December 2017
69.90
71.75
63.00
108.80
180.55
171.80
16.00
31
December 2016
63.15
83.53
74.75
89.80
173.33
164.55
14.50
31
December 2015
74.11
97.54
86.50
74.30
171.84
160.80
10.00
1
Source: Panmure Gordon & Co (mid-market price). The discount on the Company's shares at 31 December 2019 was 5.0%, as the share price was based on the NAV per share at 30 September 2019 of 66.96 pence per share, having been adjusted for dividends paid up until 31 December 2019. In prior years the discount was 10.0%.
2
The share price has been adjusted for a 4.00 pence dividend paid after the year end on 8 January 2020 which was ex-div at 31 December 2019.
3
The figure of 10.00 pence includes the third interim dividend of 4.00 pence referred to below. Payment of this dividend will reduce the net asset value per share at 31 December 2019 of 68.78 pence by the amount of the dividend and increase cumulative dividends paid to 128.80 pence per share.
Dividends paid post year end in respect of the year ended 31 December 2019
A third interim dividend of 4.00 pence per share (all capital) was paid to Shareholders on 8 January 2020.
Detailed performance data for all fundraising rounds and for former Matrix Income & Growth 3 VCT shareholders are shown in the Performance Data section towards the end of the Annual Report.


 

CHAIRMAN'S STATEMENT
I am pleased to present the annual results of Mobeus Income & Growth VCT plc for the year ended 31 December 2019.
Overview
This has been a year of excellent performance by the Company. New investments, successful realisations of investments and increases in the value of the existing portfolio have all contributed to this.
The Company has made investments into five new companies, provided follow-on funding to one existing portfolio company and has realised its investment in three portfolio companies, including the Company's first profitable exit of a younger, growth capital, investment. Furthermore, after the year end, the Company achieved its most successful exit to date, Auction Technology Group.
At the time of writing there remains significant uncertainty with regard to the lasting effects on the world economy of COVID-19 although it is clear that UK economic growth will reduce this year. Further information is contained within the Outlook section of my statement, the Investment Adviser's review and Note 10- Post Balance Sheet Events.
We are delighted with the strong support from investors for our 2019/20 fundraising launched on 25 October 2019, which was fully subscribed some three months' ahead of the scheduled close date of 31 March 2020. This liquidity also means that the Company is well placed to support its investments should they require further funding in the coming year. The Board appreciates the continued support from existing Shareholders and extends a warm welcome to new Shareholders.
Performance
As explained more fully within the Strategic Report of the Annual Report, the Company's NAV total return per share for the year ended 31 December 2019 was an exceptional 13.6% (2018: 4.9%) (being the closing NAV plus dividends paid in the year, divided by the opening NAV) while the share price total return was 20.5% (2018: 6.3%) enhanced by the reduction during the year from 10% to 5% (approximately) in the discount to the net asset value at which the shares trade (see Share buybacks section below). As a result of this performance, the NAV cumulative total return per share (being the closing NAV plus total dividends paid to date since launch in 2004) rose during the year by 5.2% from 184.05 pence to 193.58 pence.
This NAV total return for the year was primarily attributable to strong gains in the value of the portfolio of investee companies held at the year end and profitable exits of more mature investments, The Plastic Surgeon and ASL, as well as the maiden profitable exit of a younger growth capital investment, Redline Worldwide.
After the year end, the Company realised its holding in Pattern Analytics Limited (trading as Biosite), generating an overall return of 1.5x the original cost.
Shortly afterwards, Turner Topco Limited (trading as Auction Technology Group), a mature portfolio company, was realised, generating a return of 4.5x the original cost. In isolation and after allowing for tax on the income portion of proceeds, this would result in an uplift of 2.71 pence per share over the 31 December 2019 NAV of 68.78 pence.
Further information on performance during the year is contained in the Investment Adviser's Review on and the Strategic Report within the Annual Report.
Dividends
The dividends paid in respect of the year ended 31 December 2019 total 10.00 pence (2018: 7.00 pence) per share, comprising of:
4.00 pence per share paid on 20 September 2019 comprising 2.50 pence from capital and 1.50 pence from income;
2.00 pence per share paid on 6 December 2019 from capital; and
4.00 pence per share paid on 8 January2020 from capital.
The cumulative dividends paid since inception in 2004 are 128.80 pence (2018:118.80 pence) per share.
The Company's target of paying a dividend of at least 4.00 pence per share in respect of each financial year has been achieved and often exceeded. Whilst the Board still believes this dividend target is attainable, it should be noted that the gradual move of the portfolio to a larger share of younger growth capital investments will lead to a reduction in dividends and interest received from portfolio companies. In turn, dividends in any given year will increasingly depend upon realised profits on sales of portfolio companies, bolstered by any distributions of special reserves, which is likely to result in a greater volatility of dividends.
To the extent that dividends are paid other than out of income or from gains on investments, for instance out of special distributable reserves, Shareholders should note this will result in a reduction in NAV over the period. Total dividends paid and payable in respect of the year are 10.00 pence per share comprising 1.50 pence (income) and 8.50 pence per share (capital) from special distributable reserves.
A full dividend history is contained in the Performance Data appendix in the Annual Report and on the Company's website. www.mobeus.co.uk/investor-area/ vct-investors
On 2 April 2020, the Board declared a 6.00 pence per share Interim dividend in respect of the year ending 31 December 2020 which will be payable on 7 May 2020 to Shareholders on the Register on 14 April 2020.
Investment portfolio
The portfolio was valued at £51.70 million (2018: £48.20 million) at the year-end representing 116.9% of cost (2018: 103.1%).
Nineteen new growth capital investments totalling £22.15 million have been completed since the change in the VCT rules introduced in 2015. At the year end 45.2% (2018: 34.3%) of the portfolio was held in younger growth capital investments, while 54.8% (2018: 65.7%) of the value of the investment portfolio was held in more mature investments made before the rules changed.
During the year, £5.85 million was invested in five new growth capital investments and one existing portfolio company (analysed in the Investment Adviser's Review and explained within Note 8 to the Financial Statements).
The new growth capital investments totalling £5.27 million were made into the following companies:
●●Arkk Consulting, a regulatory and reporting requirement service provider;
●●Parsley Box, a supplier of home delivered ambient ready meals for the elderly;
●●Active Navigation, a provider of enterprise-level file analysis software;
●●IPV, a developer of media asset management software; and
●●Bleach, an established and trusted brand in the hair colourants market.
In addition, one follow-on growth investment of £0.58 million was made into:
●●MPB Group, an online marketplace for used camera and video equipment.
We expect follow-on investments to continue to be a feature of the growth capital investments as they seek to achieve scale.
Cash proceeds totalling £11.77 million for the year were received from portfolio companies that were either sold, repaid loans or settled other capital proceeds. Of this total, £8.88 million was received as cash proceeds from the sales of The Plastic Surgeon, ASL and Redline (the first growth capital investment to be profitably realised). Proceeds of £1.09 million were received from consideration proceeds relating to Entanet, an investment sold in a previous year, and from the partial realisation of Master Removers Group. A further £1.80 million was received as loan repayments.
For the year under review, the portfolio generated a net gain of £3.35 million on these realised investments. Within this, the principal gains were from The Plastic Surgeon, ASL and Redline sales (which were realised at a profit over opening valuations of £0.63 million, £1.64 million and £0.70 million respectively). Further gains of £0.38 million for the year were achieved by receipts of consideration from the sale of Entanet realised in a prior year as well as the partial exit from Master Removers Group.
The portfolio also achieved a net increase of £5.79 million on investments still held at the year-end, with positive increases from Auction Technology Group (subsequently realised as noted below), MPB Group and Proactive partially offset by valuation falls at Wetsuit Outlet, Supercarers and Master Removers Group.
After the year end, the Company realised its holding in Pattern Analytics Limited (trading as Biosite), another of its growth capital investments. The Company received £2.45 million in cash over the life of the investment and generated a return on original cost of 1.5x in the three years that this investment was held. These proceeds were the same as the year-end valuation of this investment.
Also after the year-end, the Company achieved a substantial gain over cost upon the sale of Auction Technology Group, receiving capital proceeds of £6.84 million compared to a value at the year-end of £4.96 million. This further appreciation in capital value of £1.88 million upon sale reflects the strategic premium paid by the acquirer of the business. The Company also received interest owed on completion of £1.78 million that has not been recognised in these 2019 accounts. Over the 11½ yearlife of the investment, total proceeds of £14.77 million have been received, an overall multiple over cost of 4.5x and an IRR of 29%.
These transactions and valuation movements are explained further in the Investment Adviser's Review.
Review of longer-term performance
The Board also regularly reviews the Company's total (income and capital) return performance on both a NAV and Share Price basis compared to its peer group. Based on the statistics prepared by Morningstar at 31 December 2019 over the last five years, the Company was ranked 8th on a NAV total return basis and 1st on a Share Price total return basis out of 38 generalist VCTs, both assuming dividends are reinvested (source: AIC). Additionally, the Company was ranked 2nd on a NAV total return basis and 3rd on a Share Price total return basis, out of 31 generalist VCTs, assuming dividends are reinvested, over the last ten years. The Board believes this to be a commendable performance.
Shareholders who invested in 2004 at the launch of the Company have seen a NAV cumulative total return of 193.58 pence per share compared with their initial investment cost of 100 pence per share, or a net cost of 60 pence per share (after initial income tax relief of 40 pence of their investment). As part of this return, 124.80 pence per share has been paid to Shareholders in dividends up to the year end. This represents an average annual yield on the initial 100 pence investment of 8.2% and 13.6% on the adjusted investment cost of 60 pence. The balance of the total return is the December 2019 NAV of 68.78 pence per share.
Industry and regulatory developments
Although no further changes have emerged in the year, a previous change, already announced, whereby 80% of the Company's total investments must be in qualifying investments, applies to the Company from 1st January 2020. The Board has therefore ensured that this requirement has been met at this year-end.
Fundraising
On 25 October 2019, the Company launched an offer for subscription of £10 million with an over-allotment facility of an additional £5 million, alongside offers from the other Mobeus advised VCTs. I am pleased to report that the Offer experienced strong demand such that the Company received subscriptions amounting to the full amount sought shortly after the Company's year-end in January 2020. In accordance with the Offer's prospectus, the first allotment under the Offer took place on 8 January 2020, which included all applications received up to 20 December 2019 totalling £12.70 million. The balance of subscriptions of £2.30 million will be allotted before the end of the tax year on 2 April 2020.
Share buybacks
On 1 August 2019, the Board changed its share buyback policy objective of maintaining the discount to NAV at which the Company's shares may trade in the market from approximately 10% or less, to approximately 5% or less. This change will have contributed to the share price total return of 20.5%.
During the year, the Company made five purchases of its shares, buying back a total of 2,375,656 shares, allowing Shareholders who wanted to sell their shares to do so. The buybacks represented 2.2% (2018: 1.8%) of the issued share capital of the Company at the beginning of the year. Further details are included in the Strategic Report within the Annual Report. The shares bought back were subsequently cancelled.
Shareholder Event
This year's annual Shareholder Event was held on Tuesday, 4 February 2020 at the National Gallery in Central London. Separate day time and evening session included presentations on the Mobeus advised VCTs' investment activity and performance. We have received positive feedback from many of the circa 400 people who attended this year's event and were pleased to hear that overall they found the day informative and worthwhile.
Fraud Warning
Boiler Room fraud and unsolicited communications to shareholders.
We have been made aware of an increase in the number of Shareholders being contacted in connection with sophisticated but fraudulent financial scams which purport to come from the Company or to be authorised by it. This is often by a phone call or an email usually originating from outside of the UK, often claiming or appearing to be from a corporate finance firm and typically offering to buy your VCT shares at an inflated price.
Further information on boiler room scams and fraud advice plus who to contact, can be found first in the answer to a question "What should I do if I receive an unsolicited offer for my shares?" within the section "A guide to VCTs" itself within the VCT Investor area of the Investment Adviser's website: www.mobeus.co.uk/investor-area and secondly, a link to the FCA's ScamSmart site: www.fca.org.uk/scamsmart
We strongly recommend that you seek financial advice before taking any action if you remain in any doubt. You can also contact the Investment Adviser on 0207 024 7600, or email info@mobeus.co.uk to check whether any claims are genuine.
Shareholders are also encouraged to ensure their personal data is always held securely and that data held by the Registrars of the Company is up to date, to avoid cases of identity fraud.
Annual General Meeting
The next Annual General Meeting ("AGM") of the Company will be held at 2:00 pm on Tuesday, 12 May 2020 at The Clubhouse, 8 St James's Square, London SW1Y 4JU. Shareholders should note that it is likely that the Stay at Home Measures will still be in place at the time of the AGM and therefore gatherings of two people or more will not be permitted and Shareholders not allowed to attend the AGM meeting in person. The Board encourages Shareholders to submit their vote by proxy either by completing and returning the form enclosed or proxy votes may also be submitted electronically via Computershare's Investor Centre at: https://www. computershare.com/uk/individuals/im-a-shareholder/manage-your-shareholdings-online
If the meeting cannot be held, the Company will make an RNS announcement advising of the changes, which will also be added to the Company's website: www.migvct.co.uk to which Shareholders should refer. The Notice of the meeting is included at the end of the Annual Report and an explanation of the resolutions to be proposed can be found in the Directors' Report of the Annual Report
Outlook
While the effects of the COVID-19 outbreak and its recent impact on world economies generally are uncertain, I draw Shareholders' attention to the announcement of an unaudited NAV at 24 March 2020 of 58.95p per share (further details are contained within the Annual Report). The outbreak is already an event of major significance for all economic activity. In conjunction with the Investment Adviser, we will continue to assess the consequences carefully and work to address issues as they arise.
While the short-term outlook for the UK economy is unpredictable, your Board considers that your Company is well positioned, with a portfolio still including relatively mature investments providing an income return, and an increasing proportion of younger, growth capital companies seeking to achieve scale. The strong results achieved for the year reflect the growth and valuationincreases in both elements of the portfolio, underpinned by successful realisations. It is particularly pleasing to report the Company's realisations of two growth capital investments, Redline and Pattern Analytics (trading as Biosite), made since the VCT rule change in 2015.
Your Board again cautions that investing in younger growth capital investments involves increased risk and that returns from them may take longer to emerge and may be more volatile. Shareholders should expect these companies to take time to achieve their desired objectives and scale, but there also exists the potential for significant gains in some cases. although this will hopefully be more than offset by significant longer-term gains in some cases.
The Company still retains a significant portfolio of investments made before the rule change in 2015, many of which have the potential to be realised at a significant profit. The sale of Auction Technology Group after the year end is a particularly strong example. Shareholders are reminded that the Company's investments remain relatively high risk and their returns may remain volatile.
As I referred to in my Overview above,the impact of COVID-19 on the valuation of, and outlook for, companiesin the portfolio is yet to be fullydetermined but, in conjunction with theInvestment Adviser, we will be workingto address issues as they arise.
The successful fundraising in 2019/20 provides the Company with adequate funds to meet its cash needs (bolstered now by the sales of Biosite and Auction Technology Group) and to continue to make growth investments as and when markets stabilise.
Finally, I would like to take this opportunity once again to thank all Shareholders for their continued support.
Clive Boothman
Chairman


 

INVESTMENT POLICY
The Company's policy is to invest primarily in a diverse portfolio of UK unquoted companies. Investments are generally structured as part loan and part equity in order to receive regular income, to generate capital gain upon sale and to reduce the risk of high exposure to equities. To spread the risk further, investments are made in a number of businesses across different industry sectors.
The Company's cash and liquid resources are held in a range of investments which can be of varying maturities, subject to the overriding criterion that the risk of loss of capital be minimised.
The Company seeks to make investments in accordance with the requirements of VCT regulation.
The full text of the Company's Investment Policy is available in Key Policies in the Strategic Report within the Annual Report.
Investment ADVISER'S Review
COVID-19 update after the year end
After the year end, the world has been in the midst of a COVID-19 pandemic. Many of the VCTs' portfolio companies are encountering very challenging trading conditions, the full extent and impact of which will emerge only over time. The Investment Adviser has reviewed and evaluated the impact of COVID-19 on each sector exposure and upon the value of the portfolio. As mentioned in the Chairman's Statement, an initial evaluation of the impact of COVID-19 on the valuation of the portfolio companies resulted in an unaudited NAV of 58.95 pence per share as at 24 March 2020. The Investment Adviser is fully engaged with the portfolio companies to ensure that all steps are being taken to assist each to trade through this crisis and restore and grow value thereafter. As part of this, Mobeus is reviewing the implications for new and follow-on investments with the recent fundraising and relatively high liquidity levels providing a solid foundation for such assessments.
Portfolio review
The portfolio's activity in the year is summarised as follows:
2019
2018
£m
£m
Opening portfolio
48.481
41.52
value
New and further
5.85
7.24
investments
Disposal proceeds
(11.77)
(2.94)
Net realised gains /
3.35
(0.13)
(losses)
Valuation movements
5.79
2.511
Portfolio value at 31 December
51.70
48.20
1 - These figures, for both tables, have been adjusted due to £0.28 million of consideration recognised as a debtor at the prior year-end, but received in this year. See Note 8 to the Financial Statements for further details.
This has been a year of further solid progress building the growth capital portfolio with five investments into new growth businesses totalling £5.27 million and one existing growth portfolio company receiving follow-on funding totalling £0.58 million.
Net cash proceeds of £11.77 million were received, primarily from three realisations. After the end of the year, two further disposals have occurred, realising a further £10.96 million, the latter of which has delivered an exceptionally large return and profit over the life of that investment. This means five significant disposals have been achieved in nine months, which is unlikely to be repeated, in the near-term at least. Details of these movements for each investee company are provided at the end of this Investment Review.
Since the change in the VCT rules in 2015, the Company has invested £22.15 million in younger growth capital investments, bringing the proportion of the portfolio held in growth capital investments made after the rule change in 2015 to 45.2% by value at the year end.
As mentioned in the Chairman's Statement, investing in younger growth capital investments does involve increased risk. Returns from these companies are expected to take longer to materialise and may be more volatile.
The portfolio's contribution to the overall results of the Company is summarised below:
Investment Portfolio
2019
2018
Capital Movement
£m
£m
Increase in the
8.07
6.37
value of unrealised
investments
Decrease in the
(2.28)
(3.86)
value of unrealised
investments
Net increase in the
5.79
2.511
value of unrealised
investments
Realised gains
3.35
0.98
Realised losses
-
(1.11)
Net realised gains /
3.35
(0.13)
(losses) in the year
Net investment
9.14
2.38
portfolio capital
movement in the year
1 - These figures have been adjusted due to £0.28 million of consideration recognised as a debtor at the prior year-end, but received in this year. See Note 8 to the Financial Statements for further details.
Valuation changes of portfolio investments still held
Within the valuation increases of £8.07 million, the principal contributors were: Auction Technology Group - £2.90 million, MPB Group - £1.09 million and Proactive Group - £1.03 million. Auction Technology Group, which the Company part realised in 2014, traded well above budget in 2019 with growth showing in all areas of its business. The sale of this business after the year end concluded an 11½ year partnership with the Company. MPB Group has grown its revenues substantially. In July it secured £9.00 million of further investment at a higher valuation, of which the Company contributed £0.58 million and a total of £2.00 million was provided by the Mobeus VCTs.
A small number of new growth investments (such as Proactive Group) have shown initial uplifts from cost, due in large part to the structure of the Company's investment, but, in some cases, also due to the underlying investee company performance. Proactive Group has made consistent positive progress in all its markets since investment. The principal driver of the value increase over the period however is the preference structure of the investment which allocates a greater share of economic value to the Company at the current stage of the business's development.
Within total valuation decreases of£(2.28) million, the main reductions were: Wetsuit Outlet - £(0.75) million, Supercarers - £(0.44) million and Master Removers Group - £(0.34) million. Wetsuit Outlet continues to disappoint post investment, although it is anticipated that measures recently implemented to restore margins will soon begin to improve profitability. Supercarers is performing well behind plan and is undertaking a restructure of its cost base. Finally, whilst Master Removers Group remains very profitable and cash generative, a slowdown in the London and South East property market over the last few months has impacted recent performance.
Growth capital investing involves companies which often have not achieved profitability, and as a result, have to be measured on other metrics. The table below shows the proportion of the portfolio that is represented by high growth but yet to be profitable companies (often valued by reference to revenue or gross profit multiple), compared with more mature, established companies with a history of profitability and which can therefore be valued on an earnings multiple:
Valuation methodology
2019 £m
2018 £m
Earnings multiple
30.94
33.70
Revenue multiple
14.14
8.91
Gross profit multiple
3.51
3.21
Recent investment price
2.98
0.42
Recent investment price (reviewed for impairment)
0.13
1.80
Other
-
0.16
Total
51.70
48.20
Realised gains and losses from sales of investments
The Company achieved net realised gains on the sale of investments of £3.35 million during the year mainly comprising three significant and profitable exits.
In May, the Company realised its long held investment in The Plastic Surgeon generating a gain in the year of £0.63 million which contributed to total proceeds over the life of the investment of 5.6x the cost of the investment.
Shortly afterwards, in June, ASL Technology Group was sold generating a gain in the year of £1.64 million and, including all proceeds received since investment, a multiple of cost of 2.2x.
In December, the Company realised itsfirst growth capital investment madeunder the new VCT rules, RedlineWorldwide, generating a gain of £0.70million in the year. Over the life that thisinvestment was held, a multiple of 1.6x cost has been achieved to date with furtherproceeds potentially receivable in duecourse. £0.10 million of these proceeds were received following the year end, bringing the multiple on cost achieved to 1.7x
Finally, the Company achieved a furthergain of £0.34 million arising from thedisposal of Entanet in 2017, increasingthe final return on cost to 2.8x, while thepartial realisation of Master RemoversGroup during the year generated a gainof £0.04 million.
After the year end, in February, theCompany exited investments held inPattern Analytics (trading as Biosite) andAuction Technology Group ("ATG").Pattern Analytics (trading as Biosite) wasrealised generating proceeds of £2.45million over the life of the investmentand contributed to a gain over originalcost of 1.5x and ATG generatedproceeds over the life of the investmentof £14.77 million compared to an originalcost of £3.27 million, a multiple on costof 4.5x over the 11 ½ years thisinvestment was held - an exceptionalreturn for Shareholders.
Investment portfolio yield and capital repayments
During the year under review, the Company received the following amounts in loan interest and dividend income:
Investment Portfolio
2019
2018
Yield
£m
£m
Interest received in
2.17
2.36
the year
Dividends received in
0.51
0.70
the year
Total portfolio income
2.68
3.06
in the year1
Portfolio value at 31
51.70
48.20
December
Portfolio Income Yield
(Income as a % of
Portfolio value at 31
December)
5.2%
6.3%
1 Total portfolio income in the year is generated solely from investee companies within the portfolio. See Note 3 of the Financial Statements for all income receivable by the Company.
The Company also received loan stockrepayments of £1.80 million, at cost.
New investment in the year
A total of £5.27 million was invested into five new investments during the year as detailed below:

 

Company
Business
Date of investment
Amount of new investment (£m)
Parsley Box
Home delivered, ambient ready meals for the elderly
May 2019
0.85
Parsley Box is a UK direct to consumer supplier of home delivered, ambient ready meals for the elderly. Founded in 2017, Parsley Box has grown rapidly and has developed a unique meal delivery solution for its customers. The company supplies a diverse range of ambient meals via next day delivery which are easy to store and aim to contribute to a more independent and healthier lifestyle. The investment will scale the company's marketing strategy, enable it to process larger order volumes and continue to build out its team. The company's unaudited accounts for the period ended 31 March 2019 show revenues of £3.08 million and a loss before interest, tax and amortisation of goodwill of £(0.50) million.
Arkk Consulting
Regulatory and reporting requirement service provider
May 2019
1.45
Arkk Consulting (trading as Arkk Solutions) provides services and software to enable organisations to remain compliant with regulatory reporting requirements. Arkk was established in 2009 and currently has over 800 clients across 20 countries. These include more than 80 of the FTSE 350, and half of the largest 20 accountancy firms in the UK. The investment will build on Arkk's reputation and customer base, to target the cloud-based period end reporting market by building the sales and marketing team. The company's audited accounts for the year ended 31 December 2018 show turnover of £3.36 million and a loss before interest, tax and amortisation of goodwill of £(0.34) million.
Active Navigation
File analysis software
November 2019
1.41
Data Discovery Solutions, trading as Active Navigation, is a fi le analysis software solution which makes it easier for companies to clean up network drives, respond to new data protection laws and dispose of redundant and out dated documents. Active Navigation's solution is used by significant blue chip customers, particularly those in highly regulated industries such as energy and professional services, as well as government entities in the USA, Canada, Australia and the UK. Active Navigation will seek to drive continued growth from its fi le analysis platform with the recruitment of experienced sales and professional services staff. The company's audited accounts for the year ended 30 June 2018 show revenues of £5.02 million and a profit before interest, tax and amortisation of goodwill of £1.45 million.
IPV
Media Asset Software
November 2019
0.89
IPV Limited ("IPV") has developed a media asset management software product called 'Curator', enabling enterprise level customers to receive and search hours of video footage, edit into multiple short clips and broadcast to online video platforms (such as YouTube) and company intranets, in a very short time. IPV's impressive list of blue-chip clients, such as Turner Sports, NASA and Sky, are looking to improve efficiency in managing their video content. The company has built an impressive senior management team of proven operators and is targeting a media asset management market in the US and UK worth an estimated £1 billion per annum. The investment will be used to build out a sales and marketing team and to fund lead generation for new direct and partner channels as well as supporting the existing partner network. The company's audited accounts for the year ended 31 December 2018 show revenues of £2.25 million and a loss before interest, tax and amortisation of goodwill of £(1.28) million.
Bleach
Hair colourants brand
December 2019
0.67
Bleach London Holdings ("Bleach") is an established branded, fast growing business which manufactures a range of haircare and colouring products. Bleach is regarded as a leading authority in the hair colourant market having opened one of the world's fi rst salons focused solely on colouring and subsequently launched its fi rst range of products in 2013. The investment was part of a wider £5.60 million investment round alongside Burda Principal Investments and angel investors. The funds will be used to drive continued growth in sales through retailers as well as capitalise on its strong social media presence whilst accelerating its growing direct to consumer channel. The company's unaudited accounts for the year ended 31 December 2018 show revenues of £3.75 million and a loss before interest, tax and amortisation of goodwill of £(0.01 million.

 

Further investments in existing portfolio companies in the year

The Company made a further investment totalling £0.58 million into one existing portfolio company during the year under review, as detailed below:

 

Company
Business
Date of investment
Amount of new investment (£m)
MPB Group
Online marketplace for used camera and video equipment
July 2019
0.58
MPB is Europe's leading online marketplace for used camera and video equipment. Based in Brighton, its custom-designed pricing technology enables MPB to offer both buy and sell services through the same platform and offers a one-stop shop for all its customers. Having expanded into the US (opening a New York offi ce) and German markets as part of the initial VCT investment round, this follow-on investment, alongside funds provided by the Proven VCTs, is to support its continued growth plan. Having more than doubled its sales over the last two years, this investment will help drive the company's objective to create a £100m+ turnover internationally diverse and profitable re-commerce business. The company's audited accounts for the year ended 31 March 2019 show turnover of £31.91 million and a loss before interest, tax and amortisation of goodwill of £(1.73) million.

Realisations during the year

The Company realised its investments in The Plastic Surgeon, ASL and Redline, during the year, generating an aggregate net realised gain for the year of £2.97 million. Net cash proceeds received from the sale of these investments totalled £8.88 million, as detailed below:

 

Company
Business
Period of investment
Total cash proceeds over the life of the investment/
 Multiple over cost
The Plastic Surgeon
Supplier of snagging and finishing services to the property sector
April 2008 to May 2019
£4.15 million
5.6 x cost
The Company sold its remaining investment in The Plastic Surgeon to Polygon Group for £2.32 million (realised gain in the year: £0.63 million), including a preference share repayment of £0.09 million in January 2019. Over the eleven years this investment was held, it generated proceeds of £4.15 million compared to an original investment cost of £0.74 million which is a multiple on cost of 5.6x and an IRR of 20.5%.
ASL
Printer and photocopier services
December 2019 to June 2019
£6.42 million
2.2 x cost
The Company sold its investment in ASL Technology for £5.18 million (realised gain in the year of £1.64 million). Over the eight and a half years this investment was held, it generated proceeds of £6.42 million compared to an original investment cost of £2.94 million, which is a multiple on cost of 2.2x and an IRR of 12.6%.
Redline
Provider of security services to the aviation industry and other sectors
February 2016 to December 2019
£1.78 million
1.6 x cost
The Company sold its investment in Redline Worldwide for £1.38 million (realised gain in the year of £0.70 million). Since investment in 2016, the investment has generated proceeds to date of £1.78 million compared to an original investment cost of £1.10 million, which is a multiple on cost to date of 1.6x and an IRR of 16.0%. Further proceeds may be receivable in due course.
There was a partial realisation of Master Removers Group ("MRG") which generated proceeds of £0.46 million and a realised gain of £0.04 million in the year. This occurred following a reorganisation of MRG's share capital resulting in the Company increasing its equity share in MRG from 5.7% to 8.6%.
Loan stock repayments and other receipts
The Company also received loan repayments totalling £1.80 million, most notably Hollydale Management Limited (£0.59 million), and consideration proceeds from an investment realised in a previous year of £0.63 million.
In addition to net realised gains for the year on the three disposals above of £2.97 million, there were also consideration gains of £0.34 million from an investment realised in a prior year and MRG's realised gain of £0.04 million, to equal the total realised gains for the year of £3.35 million.
Realisations after the year end
After the year end, the Company realised its investments in Biosite and Turner Topco Limited (trading as Auction Technology Group).
Company
Business
Date of investment
Total cash proceeds over the life of the investment/
 Multiple over cost
Biosite
Workforce management and security services
November 2016 to February 2020
£2.45 million
1.5 x cost
The Company sold its investment in Pattern Analytics Limited (trading as Biosite) to ASSA ABLOY for £2.34 million. Since investment in 2016, the investment has generated proceeds of £2.45 million compared to an original investment cost of £1.58 million, which is a multiple on cost of 1.5x and an IRR of 21.0%.
Auction Technology Group
Saas based online auction marketplace platform
October 2008 to February 2020
£14.77 million
4.5 x cost
The Company sold its investment in Turner Topco Limited (trading as Auction Technology Group) to TA Associates for £8.62 million (including £1.78 million loan interest due on completion). This investment generated proceeds of £14.77 million over the life of the investment (including proceeds received following a partial realisation from a sale to ECI Partners in June 2014), compared to an original cost of £3.27 million. These returns generated a multiple on cost of 4.5x and an IRR of 28.9%.
Mobeus Equity Partners LLP
Investment Adviser

 

Market
Date of
Total
Valuation
Like for
% value
% of equity
sector
investment
book
like
of net
held by
cost
valuation
assets
funds
increase/
advised by
£'000
£'000
(decrease)
Mobeus2
Qualifying investments
over year1
Unquoted investments
Tovey Management Limited (trading
Electronic and
Oct-15
2,979
4,435
27.6%
6.1%
43.4%
as Access IS)
electrical
Provider of data capture and scanning
equipment
hardware
MPB Group Limited
General retailers
Jun-16
1,900
3,465
60.7%
4.7%
23.6%
Online marketplace for used
photographic and video equipment
Virgin Wines Holding Company
General retailers
Nov-13
2,439
3,128
4.4%
4.4%
42.0%
Limited
Online wine retailer
Vectair Holdings Limited
Support services
Jan-06
139
2,926
45.0%
4.1%
24.0%
Designer and distributor of washroom
products
Preservica Limited
Software and
Dec-15
2,099
2,705
(1.9)%
3.8%
48.4%
Seller of proprietary digital archiving
computer services
software
EOTH Limited (trading as Equip
General retailers
Oct-11
1,000
2,607
23.5%
3.6%
8.0%
Outdoor Technologies)
Branded outdoor equipment and
clothing
Pattern Analytics Limited (trading as
Software and
Nov-16
1,583
2,341
-
3.3%
23.9%
Biosite)
computer services
Workforce management and security
services for the construction industry
Proactive Group Holdings Inc
General financial
Jan-18
927
2,331
79.1%
3.2%
11.4%
Provider of media services and
investor conferences for companies
primarily listed on secondary public
markets
Vian Marketing Limited (trading as
Leisure goods
Jul-15
1,189
1,768
(3.0)%
2.5%
31.5%
Red Paddle Co)
Design, manufacture and sale
of stand-up paddleboards and
windsurfing sails
CGI Creative Graphics International
General industrials
Jun-14
1,808
1,677
(6.6)%
2.3%
26.9%
Limited
Vinyl graphics to global automotive,recreational vehicle and aerospace
markets


 

Market
Date of
Total
Valuation
Like for
% value
% of equity
sector
investment
book
like
of net
held by
cost
valuation
assets
funds
increase/
advised by
£'000
£'000
(decrease)
Mobeus2
over year1
My TutorWeb Limited
Support services
May-17
1,534
1,534
-
2.1%
30.8%
Digital marketplace connecting
school pupils seeking one-to-one
online tutoring
Ibericos Etc. Limited (trading as
Travel & Leisure
Jan-17
1,245
1,519
12.3%
2.1%
25.0%
Tapas Revolution)
Spanish restaurant chain
Arkk Consulting Limited
Software and
May-19
1,446
1,477
2.1%3
2.1%
33.6%
Provider of services and software
computer services
to enable organisations to remain
compliant with regulatory reporting
requirements
Data Discovery Solutions Limited
Software and
Nov-19
1,413
1,413
New
2.0%
28.5%
(trading as Active Navigation)
computer services
investment
Provides the global market leading
file analysis software for information
governance, security and compliance
Media Business Insight Holdings
Media
Jan-15
2,518
1,407
65.4%
2.0%
67.5%
Limited
A publishing and events business
focused on the creative production
industries
Tharstern Group Limited
Software and
Jul-14
1,377
1,395
3.3%
1.9%
52.5%
Software based management
computer services
information systems
Buster and Punch Holdings Limited
General retailers
Mar-17
668
1,166
34.7%
1.6%
20.0%
Industrial inspired lighting and
interiors retailer
Rota Geek Limited
Support services
Aug-18
571
1,067
19.2%
1.5%
17.1%
Workforce management software
Blaze Signs Holdings Limited
Support services
Apr-06
492
1,054
1.4%
1.5%
52.5%
Manufacturer and installer of signs
Master Removers Group 2019
Support services
Dec-14
418
943
(44.9)%
1.3%
30.5%
Limited (formerly Master Removers
Group Limited) (trading as Anthony
Ward Thomas, Bishopsgate and
Aussie Man & Van)
A specialist logistics, storage and
removals business
Parsley Box Limited
General retailers
May-19
854
900
5.4%3
1.3%
22.0%
Supplier of home delivered, ambient
ready meals for the elderly
IPV Limited
Software and
Nov-19
890
890
New
1.2%
26.6%
Provider of media asset software
computer services
investment
Bleach London Holdings Limited
General retailers
Dec-19
674
674
New
0.9%
15.6%
Hair colourants brand
investment
Kudos Innovations Limited
Software and
Nov-18
421
660
56.7%
0.9%
14.6%
Online platform that provides and
computer services
promotes academic research
dissemination
Manufacturing Services Investment
General retailers
Jul-17
2,174
624
(12.9)%
0.9%
27.5%
Limited (trading as Wetsuit Outlet)
Online retailer in the water sports
market


 

Market
Date of
Total
Valuation
Like for
% value
% of equity
sector
investment
book
like
of net
held by
cost
valuation
assets
funds
increase/
advised by
£'000
£'000
(decrease)
Mobeus2
over year1
RDL Corporation Limited
Support services
Oct-10
1,558
458
(38.6)%
0.6%
45.2%
Recruitment consultant for the
pharmaceutical, business intelligence
and IT industries
Jablite Holdings Limited
Construction and
Apr-15
502
126
(23.2)%
0.2%
40.1%
Manufacturer of expanded
materials
polystyrene products
Veritek Global Holdings Limited
Support services
Jul-13
2,045
-
(100.0)%
0.0%
50.8%
Maintenance of imaging equipment
Racoon International Group Limited
Personal goods
Dec-06
1,213
-
-
0.0%
36.0%
Supplier of hair extensions, hair care
products and training
BookingTek Limited
Software and
Oct-16
771
-
(100.0)%
0.0%
14.9%
Direct booking software for hotels
computer services
Super Carers Limited
Support services
Mar-18
580
-
(100.0)%
0.0%
18.7%
Online platform that connects people
seeking care home from experienced
independent carers
CB Imports Group Limited (trading
General retailers
Dec-09
350
-
-
0.0%
23.2%
as Country Baskets)
Importer and distributor of artificial
flowers and floral sundries
Total qualifying investments
39,777
44,690
62.1%3
Non-qualifying investments
Turner Topco Limited (trading as
Media
Oct-08
2,501
4,957
141.4%
6.9%
15.5%
Auction Technology Group)
SaaS based online auction
marketplace platform
Media Business Insight Limited
Media
Jan-15
764
876
-
1.2%
67.5%
A publishing and events business
focused on the creative production
industries
Manufacturing Services Investment
General retailers
Jul-17
571
571
-
0.8%
27.5%
Limited (trading as Wetsuit Outlet)
Online retailer in the water sports
market
EOTH Limited (trading as Equip
General retailers
Oct-11
298
324
-
0.5%
8.0%
Outdoor Technologies)
Branded outdoor equipment and
clothing (Rab and Lowe Alpine)


 

Market
Date of
Total
Valuation
Like for
% value
% of equity
sector
investment
book
like
of net
held by
cost
valuation
assets
funds
increase/
advised by
£'000
£'000
(decrease)
Mobeus2
over year1
Electronic and
Oct-15
285
285
(100.0)%
0.4%
43.4%
Tovey Management Limited
(trading as Access IS)
electrical
Provider of data capture and
equipment
scanning hardware
H Realisations (2018) Limited
General retailers
Mar-18
27
-
-
0.0%
0.0%
(formerly Hemmels Limited)
Company specialising in sourcing,
selling and servicing of high price
classic cars
Total non-qualifying investments
4,446
7,013
9.8%
Total investment portfolio
44,223
51,703
71.9%
Current asset investments and cash
20,175
20,175
28.1%
at bank3
Total investments
64,398
71,878
100.0%
Other assets
226
0.3%
Current liabilities
(216)
(0.3)%
Net assets
71,888
100.0%
Portfolio split by type
Investment made prior to 2015 VCT rule change
23,875
28,366
54.8%
Investment made after 2015 VCT rule change
20,348
23,337
45.2%
44,223
51,703
100.0%
1 This percentage change in 'like for like' valuations is a comparison of the 31 December 2019 valuations with the 31 December 2018 valuations (or where a new investment has been made in the year, the investment amount), having adjusted for any partial disposals, loan stock repayments or new investments in the year.
2 The other funds advised by Mobeus include Mobeus Income & Growth 2 VCT plc, Mobeus Income & Growth 4 VCT plc and The Income & Growth VCT plc. Details are contained in Note 9 to the accounts.
3 New investment in year.
4 Disclosed as urrent asset investments and Cash at bank within Current assets in the Balance sheet.


 

For further information on the Investment Portfolio, please see the Annual Report and Financial Statements

 

PRINCIPAL RISKS, management and regulatory environment
The Directors acknowledge the Board's responsibilities for the Company's internal control systems and have instigated systems and procedures for identifying, evaluating and managing the significant risks faced by the Company. The Board's risk appetite is cognitive of the risks and rewards of investing in small unquoted companies. A key risk management review takes place at each quarterly Board meeting. The principal risks identified by the Board, a description of the possible consequences of each risk and how the Board manages each risk are set out below:
Risk
Possible consequence
How the Board manages risk
Economic
Events such as the impact of leaving the EU during 2020, an economic recession, a movement in sterling or in interest rates and the impact of COVID-19, could affect trading conditions for smaller companies and consequently the value of the Company's qualifying investments.
· The Board monitors (1) the portfolio as a whole to ensure that the Company invests in a diversified portfolio of companies; and
(2) developments in the macro-economic environment such as movements in interest rates and availability of labour under new immigration plans.
Loss of approval as a Venture Capital Trust
A breach of the VCT Rules, which change on a frequent basis, may lead to the Company losing its approval as a VCT, which would inter alia result in: (1) qualifying shareholders who have not held their shares for the designated period having to repay the income tax relief they obtained; (2) future dividends paid by the Company being subject to tax; and (3) the Company losing its exemption from corporation tax on capital gains.
· The Company's VCT qualifying status is continually reviewed by the Board and the Investment Adviser.
· The Board receives regular reports from its VCT Status Adviser who has been retained by the Board to monitor the VCT's compliance with the VCT Rules.
Investment and strategic
Investment in unquoted small companies involves a higher degree of risk than investment in fully listed companies. Smaller companies often have limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals.
· The Board regularly reviews the Company's Objective and Investment Policy.
· Investments are made across a number of diverse sectors to mitigate risk. Investee companies are carefully selected by the Investment Adviser for recommendation to the Board. The investment portfolio is reviewed by the Board on a regular basis.
Regulatory
The Company is required to meet its legal and regulatory obligations as a VCT, a listed company and its own AIFM. Failure to comply might result in suspension of the Company's Stock Exchange listing, financial penalties, a qualified audit report or loss of its VCT status.
· Regulatory and legislative developments are kept under review by the Company's solicitors, its VCT Status Adviser and the Board. Please see the Chairman's Statement for the latest details of the impact of recent VCT legislation.
Financial and operating
Failure of the systems at any of the third-party service providers that the Company has contracted with could lead to inaccurate reporting or monitoring. Inadequate controls could lead to the misappropriation or insecurity of assets.
· The Board carries out an annual review of the internal controls in place and reviews the risks facing the Company at each quarterly Board meeting and receives reports by exception.
· It reviews the performance of the service providers annually.
Valuations and stock market
The majority of the Company's assets are minority holdings in unquoted companies, which are inherently difficult to value. Changes in valuations
are taken to Profit and Loss account, so any inaccuracy in valuations will affect both the Income Statement and the Balance Sheet.
· The Board receives quarterly valuation reports from the Investment Adviser.
· The Investment Adviser alerts the Board about any adverse movements.
Asset liquidity
The Company's unquoted investments cannot be realised in a short timescale. Under-performing unquoted investments may be difficult to realise on any timescale.
· The Board receives reports from the Investment Adviser and reviews the portfolio at each quarterly board meeting. It carefully monitors investments where a particular risk has been identified.
Market liquidity
As a result of the limited secondary market in VCT shares, shareholders may find it difficult to sell their shares at a price which is close to the net asset value. Whilst demand has always been met to date, it may not be possible for the Company to buy back large percentages of the share capital, other than over several years.
· The Board has a share buyback policy which seeks to mitigate market liquidity risk. This policy is reviewed at each quarterly Board meeting.
Counterparty
A counterparty may fail to discharge an obligation or commitment that it has entered into with the Company.
· The Board regularly reviews and agrees policies for managing these risks. Further details can be found under 'credit risk' in Note 15 to the Financial Statements in the Annual Report.
Key staff
A partner or key member of staff at the Investment Adviser may leave the organisation or the Investment Adviser may fail to maintain adequate levels of experience and expertise in its team. This may have an adverse effect on the standard of service that the Company receives from the Investment Adviser and therefore the performance of the Company.
· The Board maintains regular dialogue with the Investment Adviser to ensure that (1) the team is adequately resourced; and (2) Partners and staff are well-incentivised and trained.


STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial year and the Directors have elected to prepare the Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these Financial Statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether the Financial Statements have been prepared in accordance with United Kingdom accounting standards, subject to any material departures disclosed and explained in the Financial Statements;
• prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business;
• prepare a Strategic Report, a Director's Report and Directors' Remuneration Report which comply with the requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the Annual Report and the Financial Statements are made available on a website. Financial Statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of Financial Statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the Financial Statements contained therein.
Directors' responsibilities pursuant to Disclosure and Transparency Rule 4 of the UK Listing Authority
The Directors confirm to the best of their knowledge that:
(a) The Financial Statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice, give a true and fair view of the assets, liabilities, financial position and the profit of the Company.
(b) The Annual Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
Having taken advice from the Audit Committee, the Board considers the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
Neither the Company nor the Directors accept any liability to any person in relation to the Annual Report except to the extent that such liability could arise under English law.
For and on behalf of the Board
Clive Boothman
Chairman
FINANCIAL STATEMENTS

 

Income Statement for the year ended 31 December 2019

Year ended 31 December 2019
Year ended 31 December 2018
Revenue
Capital
Total
Revenue
Capital
Total
Notes
£
£
£
£
£
£
Net investment portfolio gains
8a
9,144,246
9,144,246
-
2,667,292
2,667,292
-
Income
3
2,854,837
-
2,854,837
3,219,294
-
3,219,294
Investment Adviser's fees
4a
(406,306)
(1,218,918)
(1,625,224)
(390,531)
(1,171,593)
(1,562,124)
Other expenses
4c
(411,005)
-
(411,005)
(387,232)
-
(387,232)
Profit on ordinary activities before taxation
2,037,526
7,925,328
9,962,854
2,441,531
1,495,699
3,937,230
Taxation on profit
on ordinary activities
5
(293,485)
231,594
(61,891)
(331,416)
222,603
(108,813)
Profit for the year
and total comprehensive
income
1,744,041
8,156,922
9,900,963
2,110,115
1,718,302
3,828,417
Basic and diluted earnings per ordinary
Share
7
1.65p
7.71p
9.36p
1.98p
1.62p
3.60p
The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the unrealised gains and realised gains/(losses) on investments and the proportion of the Investment Adviser's fee charged to capital.
The total column is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standards ("FRS"). In order to better reflect the activities of a VCT and in accordance with the 2014 Statement of Recommended Practice ("SORP") (updated in October 2019) by the Association of Investment Companies ("AIC"), supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue column of profit attributable to equity shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Section 274 Income Tax Act 2007.
All the items in the above statement derive from continuing operations of the Company. No operations were acquired or discontinued in the year.


 

Balance Sheet as at 31 December 2019
Company No. 5153931
31 December 2019
31 December 2018
Notes
£
£
Fixed assets
Investments at fair value
8
51,703,161
48,195,051
Current assets
Debtors and prepayments
225,562
793,953
Current asset investments
9
12,914,124
23,310,315
Cash at bank and in hand
9
7,261,618
3,181,475
20,401,304
27,285,743
Creditors: amounts falling due within one year
(216,090)
(402,812)
Net current assets
20,185,214
26,882,931
Net assets
71,888,375
75,077,982
Capital and reserves
Called up share capital
1,045,265
1,068,659
Capital redemption reserve
11,304
32,191
Share premium reserve
-
43,644,698
Revaluation reserve
8,719,606
5,285,632
Special distributable reserve
45,731,919
12,681,614
Realised capital reserve
14,528,747
8,818,475
Revenue reserve
1,851,534
3,546,713
Equity shareholders' funds
71,888,375
75,077,982
Basic and diluted net asset value per ordinary share
68.78p
70.25p


 

The Financial Statements were approved and authorised for issue by the Board of Directors on 25 March 2020 and were signed on its behalf by:

 

Clive Boothman

 

Chairman

 

 

Statement of Changes in Equity for the year ended 31 December 2019

Non-distributable reserves
Distributable reserves
Called up
Capital
Share
Special
Realised
Revenue
share
redemption
premium
Revaluation
distributable
capital
reserve
Notes
capital
reserve
reserve
reserve
reserve
reserve
Total
(note a)
(note b)
(note b)
£
£
£
£
£
£
£
£
At 1 January 2019
1,068,659
32,191
43,644,698
5,285,632
12,681,614
8,818,475
3,546,713
75,077,982
Comprehensive income for
the year
Profit for the year
-
-
-
5,793,216
-
2,363,706
1,744,041
9,900,963
Total comprehensive
income for the year
-
-
-
5,793,216
-
2,363,706
1,744,041
9,900,963
Contributions by and
distributions to owners
Shares issued
under Offer for
Subscription (note c)
363
-
24,637
-
-
-
-
25,000
Shares bought back
(note d)
(23,757)
23,757
-
-
(1,492,825)
-
-
(1,492,825)
Dividends paid
6
-
-
-
-
(8,183,525)
-
(3,439,220)
(11,622,745)
Total contributions by and
distributions to owners
(23,394)
23,757
24,637
-
(9,676,350)
-
(3,439,220)
(13,090,570)
Other movements
Cancellation of
share premium
reserve (note e)
-
(44,644)
(43,669,335)
-
43,713,979
-
-
-
Realised losses
transferred to
special reserve
(note a)
-
-
-
-
(987,324)
987,324
-
-
Realisation
of previously
unrealised
appreciation
-
-
-
(2,359,242)
-
2,359,242
-
-
Total other movements
-
(44,644)
(43,669,335)
(2,359,242)
42,726,655
3,346,566
-
-
At 31 December 2019
1,045,265
11,304
-
8,719,606
45,731,919
14,528,747
1,851,534
71,888,375


 

Note a: The purpose of this reserve is to fund market purchases of the Company's own shares, to write off existing and future losses and for any other corporate purpose. All of this reserve arose from shares issued before 5 April 2014. The transfer of £987,324 to the special reserve from the realised capital reserve above is the total of realised losses incurred by the Company in the year. As at 31 December 2019, the Company has a special reserve of £45,731,919, £21,526,433 of which relates to reserves from shares issued on or before 5 April 2014, or that arise from shares issued more than three years ago. Share issues are not distributable under VCT rules if they are within three years of the end of an accounting period in which shares were issued.

 

Note b: The realised capital reserve and the revenue reserve together comprise the Profit and Loss Account of the Company.

 

Note c: 36,295 new Ordinary Shares were allotted during the year, raising net funds of £25,000 for the Company.

 

Note d: During the year, the Company purchased 2,375,656 of its own shares at the prevailing market price for a total cost of £1,492,825, which were subsequently cancelled. This differs from the figure shown in the Statement of Cash Flows by £122,542 which was a creditor from the previous year.

 

Note e: The cancellation of £43,669,335 from the Share Premium Reserve and £44,644 from the Capital Redemption Reserve (as approved at the General Meeting on 10 May 2019 and by the court order dated 30 July 2019) has increased the Company's special reserve out of which it can fund buybacks of shares as and when it is considered by the Board to be in the interests of the Shareholders, and to absorb any existing and future realised losses, or for other corporate purposes.

 

 

Statement of Changes in Equity for the year ended 31 December 2018

Non-distributable reserves
Distributable reserves
Called up
Capital
Share
Special
Realised
Revenue
share
redemption
premium
Revaluation
distributable
capital
reserve
capital
reserve
reserve
reserve
reserve
reserve
Total
£
£
£
£
£
£
£
£
At 1 January 2018
974,257
15,040
35,856,430
2,786,782
19,058,094
8,147,387
3,061,787
69,899,777
Comprehensive income for
the year
Profit/(loss) for the year
2,796,306
-
(1,078,004)
2,110,115
3,828,417
Total comprehensive income
for the year
-
-
-
2,796,306
-
(1,078,004)
2,110,115
3,828,417
Contributions by and
distributions to owners
Shares issued under Offer for
Subscription (note c)
111,553
-
7,788,268
-
(82,001)
-
-
7,817,820
Shares bought back
(17,151)
17,151
-
-
(1,058,135)
-
-
(1,058,135)
Dividends paid
-
-
-
-
(3,242,978)
(541,730)
(1,625,189)
(5,409,897)
Total contributions by and
distributions to owners
94,402
17,151
7,788,268
-
(4,383,114)
(541,730)
(1,625,189)
1,349,788
Other movements
Realised losses transferred to
special reserve
-
-
-
-
(1,993,366)
1,993,366
-
-
Realisation of previously
unrealised appreciation
-
-
-
(297,456)
-
297,456
-
-
Total other movements
-
-
-
(297,456)
(1,993,366)
2,290,822
-
-
At 31 December 2018
1,068,659
32,191
43,644,698
5,285,632
12,681,614
8,818,475
3,546,713
75,077,982


The composition of each of these reserves is explained below:

 

Called up share capital - The nominal value of shares originally issued, increased for subsequent share issues either via an Offer for Subscription or reduced due to shares bought back by the Company.

 

Capital redemption reserve - The nominal value of shares bought back and cancelled is held in this reserve, so that the Company's capital is maintained.

 

Share premium reserve - This reserve contains the excess of gross proceeds less issue costs over the nominal value of shares allotted under recent Offers for Subscription.

 

Revaluation reserve - Increases and decreases in the valuation of investments held at the year-end are accounted for in this reserve, except to the extent that the diminution is deemed permanent.

 

In accordance with stating all investments at fair value through profit and loss (as recorded in note 8), all such movements through both revaluation and realised capital reserves are shown within the Income Statement for the year.

 

Special distributable reserve - This reserve is created from cancellations of the balances upon the Share premium reserve, which are transferred to this reserve from time to time. The cost of share buybacks and any realised losses on the sale or impairment of investments (excluding transaction costs) are charged to this reserve. 75% of the Investment Adviser fee expense, and the related tax effect, that are charged to the realised capital reserve are transferred to this reserve. This reserve will also be charged any facilitation payments to financial advisers, which arose as part of the Offer for Subscription.

 

Realised capital reserve - The following are accounted for in this reserve:

 

-   Gains and losses on realisation of investments;

 

-   Permanent diminution in value of investments;

 

-   Transaction costs incurred in the acquisition and disposal of investments;

 

-  75% of the Investment Adviser fee expense and 100% of any performance fee payable, together with the related tax effect to this reserve in accordance with the policies; and

 

-   Capital dividends paid.

 

Revenue reserve - Income and expenses that are revenue in nature are accounted for in this reserve, as well as 25% of the Investment Adviser fee together with the related tax effect, as well as income dividends paid that are classified as revenue in nature.

 

Statement of Cash Flows for the year ended 31 December 2019

Year ended
Year ended
Notes
31 December 2019
31 December 2018
£
£
Cash flows from operating activities
Profit after tax for the
financial
year
9,900,963
3,828,417
Adjustments for:
Net investment portfolio gains
(9,144,246)
(2,667,292)
Tax charge for current year
5
61,891
108,813
Decrease in debtors
285,660
12,155
Decrease in creditors
(17,589)
(14,106)
Net cash inflow from
operations
1,086,679
1,267,987
Corporation tax paid
(108,482)
(190,374)
Net cash inflow from
operating activities
978,197
1,077,613
Cash flows from investing activities
Acquisitions of investments
8
(5,853,554)
(7,238,337)
Disposals of investments
8
11,772,421
6,396,046
No change/(increase) in bank deposits with a maturity over three months
-
(130)
Net cash inflow/(outflow) from
investing activities
5,918,867
(842,421)
Cash flows from financing activities
Shares issued as part of Offer for subscription
25,000
8,104,504
Issue costs as part of Offer for
Subscription
-
(286,684)
Equity dividends paid
6
(11,622,745)
(5,409,897)
Share capital bought back
(1,615,367)
(982,450)
Net cash (outflow)/inflow from
financing activities
(13,213,112)
1,425,473
Net (decrease)/increase in cash and cash equivalents
(6,316,048)
1,660,665
Cash and cash equivalents at start of year
25,486,108
23,825,443
Cash and cash equivalents at end of year
19,170,060
25,486,108
Cash and cash equivalents comprise:
Cash equivalents
9
11,908,442
22,304,633
Cash at bank and in hand
9
7,261,618
3,181,475


 

1   Company Information

 

Mobeus Income and Growth VCT plc is a public limited company incorporated in England, registration number 5153931. The registered office is 30 Haymarket, London, SW1Y 4EX.

 

2   Basis of preparation of the Financial Statements

 

A summary of the principal accounting policies, all of which have been applied consistently throughout the year are set out at the start of the related disclosure throughout the Notes to the Financial Statements. All accounting policies are included within an outlined box at the top of each relevant note.

 

These Financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 ("FRS102"), with the Companies Act 2006 and the 2014 Statement of Recommended practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('the SORP') (updated in October 2019) issued by the Association of Investment Companies.

 

3   Income

 

 

Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on unquoted equity shares are brought into account when the Company's right to receive payment is established and there is no reasonable doubt that payment will be received.

 

Interest income on loan stock is accrued on a daily basis. Provision is made against this income where recovery is doubtful or where it will not be received in the foreseeable future. Where the loan stocks only require interest or a redemption premium to be paid on redemption, the interest and redemption premium is recognised as income or capital as appropriate once redemption is reasonably certain. 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 is 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. Accordingly, the redemption premium recognised in the year ended 31 December 2019 has been classified as capital and has been included within gains on investments.

 

2019
2018
£
£
Income from bank deposits
29,674
23,663
Income from investments
- from equities
505,401
699,029
- from OEIC funds
151,532
132,832
- from loan stock
2,161,352
2,321,462
- from interest on preference share dividend arrears
6,878
40,205
2,825,163
3,193,528
Other income
-
2,103
Total income
2,854,837
3,219,294
Total income comprises
Dividends
656,933
831,861
Interest
2,197,904
2,385,330
Other income
-
2,103
2,854,837
3,219,294


 

Total loan stock interest due but not recognised in the year was £580,811 (2018: £905,181).

 

4   Investment adviser's fees and Other expenses

 

 

All expenses are accounted for on an accruals basis

 

                                                                                                                                                                         

a) Investment adviser's fees and performance fees

 

 

25% of the Investment Adviser's fees are charged to the revenue column of the Income Statement, while 75% is charged against the capital column of the Income Statement. This is in line with the Board's expected long-term split of returns from the investment portfolio of the Company.

 

100% of any performance incentive fee payable for the year would be charged against the capital column of the Income Statement, as it is based upon the achievement of capital growth.

 

 

Revenue
Capital
Total
Revenue
Capital
Total
2019
2019
2019
2018
2018
2018
£
£
£
£
£
£
Mobeus Equity Partners LLP
Investment Adviser's fees
406,306
1,218,918
1,625,224
390,531
1,171,593
1,562,124


 

Under the terms of a revised investment management agreement dated 20 May 2010 (amended and restated on 9 November 2016), Mobeus Equity Partners LLP ("Mobeus") provides investment advisory, administrative and company secretarial services to the Company, for a fee of 2% per annum of closing net assets, paid in advance, calculated on a quarterly basis by reference to the net assets at the end of the preceding quarter, plus a fixed fee of £134,168 per annum, the latter inclusive of VAT and subject to annual increases in RPI. In 2013, Mobeus agreed to waive such further increases due to indexation, until otherwise agreed with the Board.

 

The Investment Adviser's fee includes provision for a cap on expenses excluding irrecoverable VAT and exceptional items set at 3.6% of closing net assets at the year end. In accordance with the Investment Management Agreement, any excess expenses are borne by the Investment Adviser. The excess expenses during the year amounted to £nil (2018: £nil). With effect from 1 April 2018, the Investment Adviser's fee upon the net funds raised from use of the over-allotment facility of £10 million under the 2017/18 offer had been reduced from 2% to 1% per annum for one year.

 

The Company is responsible for external costs such as legal and accounting fees, incurred on transactions that do not proceed to completion ("abort expenses") subject to the cap on total annual expenses referred to above. No such costs have been incurred in the current or previous year.

 

In line with common practice, Mobeus retains the right to charge arrangement and syndication fees and directors' or monitoring fees to companies in which the Company invests. The Investment Adviser received fees totalling £425,708 during the year ended 31 December 2019 (2018: £402,777), being £146,336 (2018: £128,406) for arrangement fees and £279,372 (2018: £274,371) for acting as non-executive directors on a number of investee company boards. These fees attributable to MIG VCT are based upon the investment allocation applicable to MIG VCT which applied at the time of each investment. These figures are not part of these financial statements.

 

Incentive agreement

 

Under the Incentive Agreement dated 9 July 2004, and a variation of this agreement dated 20 May 2010, the Investment Adviser is entitled to receive an annual performance-related incentive fee of 20% of the dividends paid in a year in excess of a "Target Rate" comprising firstly, an annual dividend paid in a year target which started at 6.00 pence per share on launch (indexed each year for RPI) and secondly a requirement that any shortfall of cumulative dividends paid in each year beneath the cumulative annual dividend target is carried forward and added to the Target Rate for the next accounting period. Any excess of cumulative dividends paid above the cumulative annual dividend target is not carried forward, whether an incentive fee is payable for that year or not. Payment of a fee is also conditional upon the daily weighted average Net Asset Value ("NAV") per share throughout such year equalling or exceeding the daily weighted average Base NAV per share throughout the same year. The performance fee will be payable annually.

 

At 31 December 2019, the annual dividend target is 8.01 pence per share and as cumulative dividends paid were 11.00 pence, this target was met. However, the average NAV per share was 70.54 pence for the year, which was less than the average base NAV per share for the year of 92.09 pence. Accordingly, no performance incentive fee is payable for the year (2018: nil).

 

b) Offer for subscription fees

 

 

2019
2018
£
£
Funds raised across the four Mobeus VCTs
-
19.64
of which the funds raised by MIG VCT were
-
8.10
Offer costs payable to Mobeus at 3.25% of funds raised by MIG VCT
-
0.26


 

Under the terms of an Offer for Subscription, with the other Mobeus advised VCTs, launched on 6 September 2017, Mobeus was entitled to fees of 3.25% of the investment amount received from investors. This amount (for 2018 only) totalled £0.64 million for the final two allotments during 2018 across all four VCTs (£0.26million for the Company), out of which all the costs associated with the allotment were met, excluding any payments to advisers facilitated under the terms of the Offer.

 

c)  Other expenses

 

 

Expenses are charged wholly to revenue, with the exception of expenses incidental to the acquisition or disposal of an investment, which are written off to the capital column of the Income Statement or deducted from the disposal proceeds as appropriate.

 

 

2019
2018
£
£
Directors' remuneration (including NIC of £7,916 (2018: £8,002)) - note a)
112,916
113,002
IFA trail commission
75,439
81,025
Broker's fees
14,400
14,400
Auditor's fees - Audit of Company (excluding VAT)
29,213
24,088
- audit related assurance services - note b) (excluding VAT)
6,663
4,613
- tax compliance services - note b) (excluding VAT)
1,845
1,922
Registrar's fees
55,221
55,030
Printing
33,095
28,084
Legal & professional fees
24,501
10,422
VCT monitoring fees
9,000
9,000
Directors' insurance
6,644
7,630
Listing and regulatory fees
31,571
29,526
Sundry
10,497
8,490
Other expenses
411,005
387,232


 

Note a): See analysis in the Directors' Remuneration Report within the Annual Report, which excludes the NIC above. The key management personnel are the three non-executive Directors. The Company has no employees.

 

Note b): The audit related assurance services are in relation to the review of the Financial Statements within the Company's Half Year Report. The Audit Committee reviews the nature and extent of these services to ensure that auditor independence carried out by another firm, so are included within legal and professional fees.

 

5   Taxation on profit/(loss) on ordinary activities

 

 

The tax expense for the year comprises current tax and is recognised in profit or loss. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.

Any tax relief obtained in respect of adviser fees allocated to capital is reflected in the realised capital reserve and a corresponding amount is charged against revenue. The tax relief is the amount by which corporation tax payable is reduced as a result of these capital expenses.

 

Deferred tax 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 a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the Financial Statements that arise from the inclusion of gains and losses in the tax assessments in periods different from those in which they are recognised in the Financial Statements.

 

Deferred tax is measured at the average tax rates that are expected to apply in the years in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax is measured on a non-discounted basis.

 

A deferred tax asset would be recognised only to the extent that it is more likely than not that future taxable profits will be available against which the asset can be utilised.

 

 

Tax relief relating to Investment Adviser fees is allocated between revenue and capital where such relief can be utilised. The Company is an Investment Trust and Investment Trust companies are exempt from tax on capital gains if they meet the HMRC criteria set out in section 274 of the ITA.

 

2019
2019
2019
2018
2018
2018
Revenue
Capital
Total
Revenue
Capital
Total
£
£
£
£
£
£
a) Analysis of tax charge:
UK Corporation tax on profits/(losses) for the year
293,485
(231,594)
61,891
331,416
(222,603)
108,813
Total current tax charge/(credit)
293,485
(231,594)
61,891
331,416
(222,603)
108,813
Corporation tax is based on a rate of 19.00%
(2018: 19.00%)
b) Profit
on ordinary activities before tax
2,037,526
7,925,328
9,962,854
2,441,531
1,495,699
3,937,230
Profit on
ordinary activities multiplied by main
company rate of corporation tax in the UK of 19.00%
(2018: 19.00%)
387,129
1,505,813
1,892,942
463,892
284,182
748,074
Effect of:
UK dividends
(96,026)
-
(96,026)
(132,816)
-
(132,816)
Net investment portfolio gains not taxable
-
(1,737,407)
(1,737,407)
-
(506,785)
(506,785)
Expenditure not allowable for tax purposes
2,382
-
2,382
9
-
9
Underprovision in prior period
-
-
-
331
-
331
Actual current tax charge
293,485
(231,594)
61,891
331,416
(222,603)
108,813


 

Deferred taxation

 

No provision for deferred taxation has been made on potential capital gains due to the Company's current status as a VCT under section 274 of the ITA and the Directors' intention to maintain that status.

 

6   Dividends paid and payable

 

 

Dividends payable are recognised as distributions in the Financial Statements when the Company's liability to pay them has been established. This liability is established for interim dividends when they are paid, and for final dividends when they are approved by the shareholders, usually at the Company's Annual General Meeting.

 

A key judgement in applying the above accounting policy is in determining the amount of minimum dividend to be paid in respect of a year. The Company's status as a VCT means it has to comply with Section 259 of the ITA, which requires that no more than 15% of the income from shares and securities in a year can be retained from the revenue available for distribution for the year.

 

Amounts recognised as distributions to equity shareholders in the year:

For year ended
Pence
2019
2018
Dividend
Type
31 December
per share
Date Paid
£
£
Final
Income
2017
1.50p
17 May 2018
-
1,625,190
Final
Capital
2017
0.50p
17 May 2018
-
541,730
Final
Capital
2017
1.00p*
17 May 2018
-
1,083,459
Interim
Capital
2018
2.00p*
21 September 2018
-
2,159,518
Final
Income
2018
1.75p
17 May 2019
1,854,366
-
Final
Capital
2018
3.25p*
17 May 2019
3,443,822
-
Interim
Income
2019
1.50p
20 September 2019
1,584,854
-
Interim
Capital
2019
2.50p*
20 September 2019
2,641,423
-
Interim
Capital
2019
2.00p*
06 December 2019
2,098,280
-
11,622,745
5,409,897
Proposed distributions to equity holders at the year end:
Date Payable
Final
Income
2018
1.75p
17 May 2019
-
1,854,366
Final
Capital
2018
3.25p*
17 May 2019
-
3,443,822
Interim
Capital
2019
4.00p*
8 January 2020
4,183,502
-
4,183,502
5,298,188


 

* These dividends were paid out of the Company's special distributable reserve.

 

On 2 April 2020, the Board declared a 6.00 pence per share Interim dividend in respect of the year ending 31 December 2020 which will be payable on 7 May 2020 to Shareholders on the Register on 14 April 2020.

 

Set out below are the total income dividends payable in respect of the financial year, which is the basis on which the requirements of Section 259 of the ITA concerning the Company not retaining more than 15% of its income from shares and securities, is considered.

Recognised income distributions in the financial statements for the year
For year ended
Pence
2019
2018
Dividend
Type
31 December
per share
Date Paid/Payable
£
£
Revenue available for distribution by way of dividends for the year
1,744,041
2,110,115
Final
Income
2018
1.75p
17 May 2019
-
1,854,366
Interim
Income
2019
1.50p
20 September 2019
1,584,854
-
Total income dividends for the year
1,584,854
1,854,366


 

7                              Basic and diluted earnings per share

 

 

2019
2018
£
£
Total earnings after taxation:
9,900,963
3,828,417
Basic and diluted earnings per share (note a)
9.36p
3.60p
Revenue earnings from ordinary activities after taxation
1,744,041
2,110,115
Basic and diluted revenue earnings per share (note b)
1.65p
1.98p
Net investment portfolio gains
9,144,246
2,667,292
Capital Investment Adviser fees less taxation
( 987,324)
( 948,990)
Total capital earnings
8,156,922
1,718,302
Basic and diluted capital earnings per share (note c)
7.71p
1.62p
Weighted average number of shares in issue in the year
105,785,777
106,350,801


 

Notes

 

a)   Basic earnings per share is total earnings after taxation divided by the weighted average number of shares in issue.

 

b)   Basic revenue earnings per share is the revenue return after taxation divided by the weighted average number of shares in issue.

 

c)   Basic capital earnings per share is the total capital return after taxation divided by the weighted average number of shares in issue.

 

d)   There are no instruments that will increase the number of shares in issue in future. Accordingly, the above figures currently represent both basic and diluted earnings per share.

 

 

8   Investments at fair value

 

 

The most critical estimates, assumptions and judgements relate to the determination of the carrying value of investments at "fair value through profit and loss" (FVTPL). All investments held by the Company are classified as FVTPL and measured in accordance with the International Private Equity and Venture Capital Valuation ("IPEV") guidelines, as updated in December 2018. This classification is followed as the Company's business is to invest in financial assets with a view to profiting from their total return in the form of capital growth and income.

 

Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional. For investments actively traded on organised financial markets, fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the balance sheet date. Where the terms of the disposal state that consideration may be received at some future date and, subject to the conditionality and materiality of the amount of deferred consideration, an estimate of the fair value, discounted for the true value of money, may be recognised through the Income Statement. In other cases, the proceeds will only be recognised once the right to receive payment is established and there is no reasonable doubt that payment will be received.

 

Unquoted investments are stated at fair value by the Directors at each measurement date in accordance with appropriate valuation techniques, which are consistent with the IPEV guidelines:-

 

(i)  Each investment is considered as a whole on a 'unit of account' basis, alongside consideration of:-

 

The price of new or follow on investments made, if deemed to be made as part of an orderly transaction, are considered to be at fair value at the date of the transaction. The inputs that derived the investment price are calibrated within individual valuation models and at every subsequent quarterly measurement date, are reconsidered for any changes in light of more recent events or changes in the market performance of the investee company. The valuation bases used are the following:

 

- a multiple basis. The enterprise value of the investment may be determined by applying a suitable price-earnings ratio, revenue or gross profit multiple to that company's historic, current or forecast post-tax earnings before interest and amortisation, or revenue, or gross profit (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the Investment Adviser compared to the sector including, inter alia, scale and liquidity).

 

or:-

 

- where a company's underperformance against plan indicates a diminution in the value of the investment, provision against the price of a new investment is made, as appropriate.

 

(ii)  Premiums, to the extent that they are considered capital in nature, and that they will be received upon repayment of loan stock investments are accrued at fair value when the Company receives the right to the premium and when considered recoverable.

 

(iii) Where a multiple or the price of recent investment less impairment basis is not appropriate and overriding factors apply, a discounted cash flow, net asset valuation or realisation proceeds basis may be applied.

 

Capital gains and losses on investments, whether realised or unrealised, are dealt with in the profit and loss and revaluation reserves and movements in the period are shown in the Income Statement. All figures are shown net of any applicable transaction costs incurred by the Company.

 

All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the Income Statement.

 

A key judgement made in applying the above accounting policy relates to investments that are permanently impaired. Where the value of an investment has fallen permanently below the price of recent investment, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Investment Adviser, will agree the values that represent the extent to which an investment loss has become realised. This is based upon an assessment of objective evidence of that investment's future prospects, to determine whether there is potential for the investment to recover in value.

 

Accounting standards classify methods of fair value measurement as Levels 1, 2 and 3. This hierarchy is based upon the reliability of information used to determine the valuation. All of the unquoted investments are Level 3, i.e. fair value is measured using techniques using inputs that are not based on observable market data.

 

Movements in investments during the year are summarised as follows:

Unquoted
Unquoted
Unquoted
Total
ordinary
preference
Loan
shares
shares
stock
£
£
£
£
Cost at 31 December 2018
21,631,195
27,663
25,080,727
46,739,585
Net unrealised gains at 31 December 2018
4,053,584
531,544
417,772
5,002,900
Permanent impairment in value of investments
as at 31 December 2018
(3,520,524)
-
(26,910)
(3,547,434)
Valuation at 31 December 2018
22,164,255
559,207
25,471,589
48,195,051
Purchases at cost
5,853,554
-
-
5,853,554
Sale proceeds (note a)
(5,488,953)
(532,089)
(5,751,379)
(11,772,421)
Net realised gains on investments (note a)
3,023,764
-
327,266
3,351,030
Net unrealised gains on investments (note b)
5,414,517
302
661,128
6,075,947
Valuation at 31 December 2019
30,967,137
27,420
20,708,604
51,703,161
Cost at 31 December 2019
23,351,076
27,108
20,845,314
44,223,498
Net unrealised gains/(losses) at 31 December 2019
8,829,094
312
(109,800)
8,719,606
Permanent impairment in cost of investments
as at 31 December 2019 (note c)
(1,213,033)
-
(26,910)
(1,239,943)
Valuation at 31 December 2019
30,967,137
27,420
20,708,604
51,703,161


 

 

Note a) Disposals of investment portfolio companies during the year were:

Company
Type
Investment
Disposal
Valuation at
Realised
cost
proceeds
31 December
gain
2018
in year
£
£
£
£
ASL Technology Holdings Limited
Realisation
2,942,292
5,178,595
3,542,398
1,636,197
The Plastic Surgeon Holdings Limited
Realisation
39,302
2,323,469
1,694,490
628,979
Redline Worldwide Limited
Realisation
1,087,629
1,381,323
676,692
704,631
Master Removers Group Limited
Part Realisation
195,926
463,743
428,080
35,663
Entanet Holdings Limited
Contingent Consideration
-
628,291
-
345,560
Hollydale Management Limited
Realisation
937,920
586,200
586,200
-
Backhouse Management Limited
Realisation
787,020
302,700
302,700
Barham Consulting Limited
Realisation
787,020
302,700
302,700
Creasy Marketing Services Limited
Realisation
787,020
302,700
302,700
McGrigor Management Limited
Realisation
787,020
302,700
302,700
Newquay Helicopters (2013) Limited
Realisation
18,492
-
-
-
8,369,641
11,772,421
8,138,660
3,351,030


Net realised gains on investments of £3,351,030 together with net unrealised gains on investments of £6,075,947 equal net investment portfolio gains of £9,426,977. This figure is more than that shown in the Income Statement of £9,144,246. The difference of £282,731 is the estimated fair value of contingent consideration in relation to the sale of Entanet Holdings in a prior year, recognised at the 31 December 2018 balance sheet date. The full undiscounted value of £314,146 was subsequently received, along with a further sum of £314,146 later in the year.

 

Note b) The major components of the net increase in unrealised valuations of £6,075,947 in the year were increases of £2,903,598 in Turner Topco Limited (trading as Auction Technology Group), £1,091,030 in MPB Group Limited, £1,029,871 in Proactive Group Holdings Inc, £907,590 in Vectair Holdings Limited, and £736,734 in Tovey Management Limited (trading as Access IS). This increase was partly offset by falls of £747,504 in Manufacturing Services Investment Limited (trading as Wetsuit Outlet), £435,016 in Supercarers Limited, £341,480 in Master Removers Group 2019 Limited, £288,308 in RDL Corporation Limited and £192,724 in BookingTek Limited.

 

The increase in unrealised valuations of the loan stock investments above reflects the changes in the entitlement to loan premiums, and/or in the underlying enterprise value of the investee company. The increase does not arise from assessments of credit risk or market risk upon these instruments.

 

Note c) During the year, permanent impairments of the cost of investments have reduced from £3,547,434 to £1,239,943 due to the members' voluntary liquidation of six investee companies in the year, all of which had been permanently impaired previously.

 

The difference of £282,731 is the estimated fair value of contingent consideration in relation to the sale of Entanet Holdings in a prior year, recognised at the 31 December 2018 balance sheet date. The full undiscounted value of £314,146 was subsequently received, along with a further sum of £314,146 later in the year.

 

Net realised gains on investments of £3,351,030 together with net unrealised gains on investments of £6,075,947 equal net investment portfolio gains of £9,426,977.

 

 

9 Current asset investments and Cash at bank

 

 

Cash equivalents, for the purposes of the Statement of Cash flows, comprises bank deposits repayable on up to three months' notice and funds held in OEIC money-market funds. Current asset investments are the same but also include bank deposits that mature after three months. Current asset investments are disposable without curtailing or disrupting the business and are readily convertible into known amounts of cash at their carrying values at immediate or up to three months' notice. Cash, for the purposes of the Statement of Cash Flows is cash held with banks in accounts subject to immediate access. Cash at bank in the Balance Sheet is the same.

 

2019
2018
£
£
OEIC Money market funds
11,908,442
22,304,633
Cash equivalents per Statement of Cash Flows
11,908,442
22,304,633
Bank deposits that mature after three months but are not immediately repayable
1,005,682
1,005,682
Current asset investments
12,914,124
23,310,315
Cash at bank
7,261,618
3,181,475


 

10  Post balance sheet events

 

On 8 January 2020, 19,480,843 new Ordinary Shares were allotted under the Company's Offer for Subscription for applications received and accepted up to and including 20 December 2019, raising net funds of £12.27 million.

 

On 7 February 2020, Pattern Analytics Limited (trading as Biosite) was sold by the Company, realising £2.34 million of proceeds.

 

On 13 February 2020, cash proceeds of £8.62 million were received upon the sale of Turner Topco Limited (trading as Auction Technology Group) by the Company.

 

On 19 March 2020, £0.10 million of further proceeds were received from Redline Worldwide Limited, an investment realised in the previous year.

 

On 2 April 2020, a further 3,752,450 new Ordinary Shares were allotted under the Company's Offer for Subscription raising further net funds of £2.21 million. Following this allotment, the Offer for Subscription was closed. In total, net funds raised from the Offer are £14.48 million.

 

On 2 April 2020, the Board has declared an interim dividend of 6.00 pence per share for the year ending 31 December 2020, payable to shareholders on the register on 14 April 2020, on 7 May 2020.

 

 

COVID-19 Impact

Since the Balance sheet date, the scale of the COVID-19 pandemic began to affect the UK and most other world economies significantly. In line with countries whose infection rates took hold earlier, the UK Government has now prohibited most non-essential movement of people, goods and services. This has severely affected UK trade and business but it remains too early to predict when these restrictions may be eased and thus what the eventual impact of these restrictions will be.

 

The VCT Board and Investment Adviser have nonetheless evaluated the extent of the impact on the Company, its portfolio of investee companies and their future to date. On 26 March 2020, the Company announced an unaudited net asset value ("NAV") based upon an evaluation of available information held as at 24 March 2020, which is shown below:

 

31 December 2019
24 March 2020
%
NAV per share
64.78p1
58.95
(9.0)%

 

1 -  The NAV per share at 31 December 2019 has been reduced from that reported on the Balance sheet by a dividend of 4.00 pence per share paid on 8 January 2020.

 

Due to the rapidly evolving nature of the impact of COVID-19, there will be further information that emerges, while the impact of known information evaluated at 24 March 2020 may have since changed.  Both known and as yet unknown information may affect the portfolio companies further in ways that cannot be predicted with any certainty by the Board or the Investment Adviser. As a result, any further movements in NAV per share from that reported above may occur but the Board is unaware of any matter that will have caused NAV per share to have changed significantly since 24 March 2020.

 

 

11
Statutory information
The financial information set out in these statements does not constitute the Company's statutory accounts for the year ended 31 December 2018 but is derived from those accounts. Statutory accounts will be delivered to the Registrar of Companies after the Annual General Meeting. The auditors have reported on these accounts and their report was unqualified and did not contain a statement under section 498(2) of the Companies Act 2006.
12
Annual Report
The Annual Report will be published on the Company's website at www.migvct.co.uk shortly and shareholders who have not requested a hard copy of the report will shortly receive notification from the Company on how to download a pdf of the Report from the website. Shareholders and members of the public who wish to receive a hard copy of the Annual Report, may request a copy by writing to the Company Secretary, Mobeus Equity Partners LLP, 30 Haymarket (4th floor), London SW1Y 4EX or by email: vcts@mobeus.co.uk.
13
Annual General Meeting
The Company's next Annual General Meeting will be held at 2:00 p.m. on Wednesday 12 May 2020 at The Clubhouse, 8 St James's Square, London SW1Y 4JU. Shareholders should note that the impact of COVID-19 and the Stay at Home Measures currently in place could mean that the AGM cannot be held on 12 May 2020. If this is the case, the Company will make an RNS announcement advising of any changes, which will also be added to the Company's website: www.migvct.co.uk to which Shareholders should refer. A copy of the notice of the meeting can be found towards the rear of the Annual Report. Shareholders are encouraged to submit their votes by proxy rather than attend the meeting in person, a proxy form for the meeting is included with Shareholders' copies of this Annual Report or can be lodged online at www.investcentre.co.uk/eproxy.
DISCLAIMER
Neither the contents 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.

 

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

 

 
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