REG - Maven Inc &Grwth VCT - Annual Financial Report
07/06/2023 16:30
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RNS Number : 9995B Maven Income & Growth VCT PLC 07 June 2023
Maven Income and Growth VCT PLC
Final results for the year ended 28 February 2023
The Directors are pleased to report the Company's financial results for the
year ended 28 February 2023.
Highlights
· NAV total return at the year end of 147.27p per share (2022:
146.25p)
· NAV at the year end of 43.01p per share (2022: 44.34p), after
dividend payments totalling 2.35p per share during the year
· Interim dividend of 1.10p per share paid on 2 December 2022
· Final dividend of 1.15p per share proposed for payment on 14
July 2023
· Offer for Subscription closed on 26 May 2023, raising £6.74
million of new capital for the 2022/23 and 2023/24 tax years
Chairman's Statement
On behalf of your Board, I am pleased to present the 2023 Annual Report.
Despite the uncertain macroeconomic backdrop, your Company has made further
strategic progress and, in a difficult year for markets, has recorded a modest
increase in NAV total return. This reflects the strength and diversity of the
unlisted portfolio, where many private companies have continued to deliver
revenue growth and achieve commercial milestones which, in certain cases, has
resulted in uplifts to valuations. In contrast, it has been a volatile period
for listed markets and this has had an impact on the value of your Company's
AIM quoted portfolio. Encouragingly, your Company maintained a good level of
M&A activity and during the year four profitable private company exits
completed. Following these realisations, and consistent with the objective of
maintaining a programme of regular Shareholder distributions, your Board is
pleased to propose a final dividend of 1.15p per share for payment in July.
This brings the annual yield to 5%, which is in line with your Company's
dividend target.
Overview
During the financial year, the economic landscape has remained challenging,
with hopes of a post-pandemic recovery overshadowed by the war in Ukraine. In
addition to the human cost, the ongoing conflict has had a significant impact
on most global economies, with the sharp spike in energy prices and disruption
to international supply chains impacting market dynamics and growth prospects.
In the UK, the energy price shock contributed to the high level of inflation
and cost of living crisis which, alongside rising interest rates, created a
difficult operating environment for many businesses and consumers. It is,
however, encouraging to note that the outlook for the UK is now improving,
with the domestic economy expected to avoid recession during 2023. Against a
more stable backdrop, your Board remains optimistic that the Company can
maintain growth and achieve its investment objective in the year ahead.
During the financial year, there has been further expansion and development of
the portfolio through the addition of 10 new private company holdings, with
follow-on funding also provided to support those companies that are achieving
commercial targets and require additional capital to fully scale before
progressing to exit. The Manager continues to see good demand for growth
capital from ambitious and entrepreneurial private companies across its
network of regional offices, and remains well placed to continue to source and
execute high quality VCT qualifying investments.
In October 2022, your Company launched a new Offer for Subscription, alongside
Offers by the other Maven managed VCTs. The Directors are pleased to confirm
that the Offers closed on 26 May 2023, with your Company raising a total of
£6.74 million. This additional capital will enable your Company to progress
its investment strategy, which has the core objective of building a large and
sectorally diversified portfolio of high growth private and AIM quoted
companies that are capable of achieving scale and generating a capital gain on
exit. With respect to future fund raisings, the Board and the Manager welcomed
the announcement by the UK Government in September 2022 that tax relief for
the VCT and EIS schemes would continue beyond 2025. The news that the period
covered by the "sunset" clause will be extended removes uncertainty for
investors and allows entrepreneurial SMEs to continue to access this important
source of growth capital.
This has been a year of further progress for the early stage unlisted
portfolio, where the majority of companies have achieved strategic and
operational growth objectives, which has merited uplifts to certain valuations
to reflect the sustained progress. Your Company also benefits from a portfolio
of later stage private companies, completed prior to the change in VCT rules,
and these more mature holdings help to counterbalance the risks associated
with earlier stage growth investment. This generally positive performance has,
however, been offset by the volatility that has affected financial markets
throughout the year, and which has impacted the value of your Company's quoted
portfolio, where share prices have declined in response to negative investor
sentiment. In the AIM market, there has also been limited IPO and new share
issuance activity and, whilst the Manager reviewed a number of potential
investment opportunities, only one new AIM quoted investment was completed
during the year. Your Board continues to believe that a blended portfolio of
private equity and AIM quoted holdings provides the optimal structure for
delivering long term growth in Shareholder value. However, the Manager will
remain cautious on any further AIM investments until there is clear evidence
of a recovery in this market, and an improvement in the quality and range of
companies seeking VCT investment.
Your Board remains committed to making regular tax free distributions, and
achieving portfolio realisations is central to this objective. It is,
therefore, encouraging to report that four profitable private company exits
were completed during the period. Whilst the timing of exits is typically hard
to predict, the Directors remain optimistic that further profitable exits can
be achieved in the year ahead.
An update on the developments across the portfolio can be found in the
Investment Manager's Review in the Annual Report. This includes a summary of
the new investments and realisations completed during the year, as well as
updates on the companies that have delivered a positive performance and the
small number of cases where valuations have been reduced or fully written
down. Details of the principal Key Performance Indicators (KPIs) are
highlighted in the Business Report in the Annual Report and a summary of the
Alternative Performance Measures (APMs) can be found in the Financial
Highlights in the Annual Report.
Liquidity Management
As Shareholders will be aware from recent Annual and Interim Reports, your
Company maintains a proactive approach to liquidity management, with the
objective of generating income from cash resources held prior to investment in
VCT qualifying companies. This also helps to meet the criteria of the Nature
of Income test, which is a mandatory part of the VCT legislation and requires
that not less than 70% of a VCT's income is derived from shares or securities.
To meet this requirement, the Board had previously approved the construction
of a focused portfolio of permitted, non-qualifying holdings in carefully
selected investment trusts with strong fundamentals and attractive income
characteristics. During the year, certain holdings from this portfolio were
partially realised, with the proceeds used to fund new VCT qualifying
investments. However, the recent upward trend in interest rates has required
the Board and the Manager to restructure its approach to funds held prior to
investment, in order to ensure ongoing compliance with the Nature of Income
test. This will allow your Company to maximise interest income on residual
cash held prior to investment and represents a significant new income stream.
The core strategy will be to construct a diverse portfolio of permitted
investment trusts alongside a number of leading money market funds, which have
all been assessed and are recommended by the Manager. During the reporting
period, the first new investments in support of the liquidity management
strategy were completed and details can be found in the Investments table in
the Annual Report.
Dividend Policy
Decisions on distributions take into consideration a number of factors,
including the realisation of capital gains, the adequacy of distributable
reserves, the availability of surplus revenue and the VCT qualifying level,
all of which are kept under close and regular review.
The Board and the Manager recognise the importance of tax free distributions
to Shareholders and, subject to the considerations outlined above, will seek,
as a guide, to pay an annual dividend that represents 5% of the NAV per share
at the immediately preceding year end.
As the portfolio continues to expand, and a greater proportion of holdings are
in younger companies, the timing of distributions will be more closely linked
to realisation activity, whilst also reflecting the Company's requirement to
maintain its VCT qualifying level. If larger distributions are required as a
consequence of significant exits, this will result in a corresponding
reduction in NAV per share of the Company. However, your Board considers this
to be a tax efficient means of returning value to Shareholders, whilst
ensuring ongoing compliance with the VCT legislation.
Proposed Final Dividend
Your Board is pleased to propose that a final dividend of 1.15p per Ordinary
Share, in respect of the year ended 28 February 2023, will be paid on 14 July
2023 to Shareholders on the register at 16 June 2023. This will bring total
distributions for the financial year to 2.25p per Ordinary Share, representing
a yield of 5.07% based on the NAV at the immediately preceding year end of
44.34p per share. Since the Company's launch, and after receipt of the
proposed final dividend, a total of 105.41p per share will have been paid in
tax free Shareholder distributions.
Dividend Investment Scheme (DIS)
Your Company operates a DIS, through which Shareholders can, at any time,
elect to have their dividend payments utilised to subscribe for new Ordinary
Shares issued by the Company under the standing authority requested from
Shareholders at Annual General Meetings. Shares issued under the DIS should
qualify for VCT tax relief applicable for the tax year in which they are
allotted, subject to an individual Shareholder's particular circumstances.
Shareholders can elect to participate in the DIS in respect of future
dividends. In order for the DIS to apply to the final dividend that is due to
be paid on 14 July 2023, a mandate form must be received by the Registrar (The
City Partnership) before 30 June 2023, this being the relevant dividend
election date. The mandate form, terms & conditions and full details of
the scheme (including tax considerations) are available from the Company's
webpage at: mavencp.com/migvct. Election to participate in the DIS can also be
made through the Registrar's online investor hub at:
maven-cp.cityhub.uk.com/login.
If a Shareholder is in any doubt about the merits of participating in the DIS,
or their own tax status, they should seek advice from a suitably qualified
adviser.
Fund Raising and Allotment
On 7 October 2022, your Company, alongside Maven Income and Growth VCT 3 PLC,
Maven Income and Growth VCT 4 PLC and Maven Income and Growth VCT 5 PLC,
launched Offers for Subscription for up to £40 million in aggregate,
inclusive of over-allotment facilities for up to £10 million in aggregate. On
26 May 2023, the Offers closed with your Company having raised a total of
£6.74 million for the 2022/23 and 2023/24 tax years.
With respect to the 2022/23 tax year, an allotment of 8,130,478 new Ordinary
Shares completed on 3 March 2023, with a further allotment of 4,986,813 new
Ordinary Shares completing on 5 April 2023. An allotment of 2,013,349 new
Ordinary Shares in respect of the 2023/24 tax year took place on 2 June 2023.
Further details regarding the new Ordinary Shares issued under the Offer for
Subscription can be found in Note 12 to the Financial Statements in the Annual
Report.
The Directors are confident that Maven's regional office network will continue
to source attractive investment opportunities in VCT qualifying companies
across a range of sectors, and the additional liquidity provided by the
fundraising will facilitate further expansion and development of the portfolio
in line with the investment strategy. Furthermore, the funds raised will allow
your Company to maintain its share buy-back policy, whilst also spreading
costs over a wider asset base with the objective of maintaining a competitive
total expense ratio for the benefit of all Shareholders.
Share Buy-backs
Shareholders will be aware that a primary objective for the Board is to ensure
that the Company retains sufficient liquidity for making investments in line
with its stated policy, and for the continued payment of dividends. However,
the Directors also acknowledge the need to maintain an orderly market in the
Company's shares and have, therefore, delegated authority to the Manager for
the Company to buy back its own shares in the secondary market, for
cancellation or to be held in treasury, subject always to such transactions
being in the best interests of Shareholders.
It is intended that the Company should seek to maintain a share price discount
that is approximately 5% below the latest published NAV per share, subject to
market conditions, availability liquidity and the maintenance of the Company's
VCT qualifying status.
Shareholders should be aware that neither the Company nor the Manager can
execute a direct transaction in the Company's shares. Any instruction to buy
or sell shares on the secondary market must be directed through a stockbroker.
If a Shareholder wishes to buy or sell shares on the secondary market, they or
their broker can contact the Company's corporate broker, Shore Capital
Stockbrokers on 020 7647 8132, to discuss a transaction. It should, however,
be noted that such transactions cannot take place whilst the Company is in a
closed period, which is the time from the end of a reporting period (quarter
end, half year or full year) until the announcement of the relevant results,
or the release of an unaudited NAV. A closed period may also be introduced if
the Directors and Manager are in possession of price sensitive information
that may restrict the Company's ability to buy back shares.
VCT Regulatory Developments
During the period under review, there were no further amendments to the rules
governing VCTs. Shareholders may, however, be aware that under the VCT scheme
approved by the European Commission in 2015, a "sunset" clause was introduced,
which stated that income tax relief would no longer be available on
subscriptions for new shares in VCTs made on or after 6 April 2025, unless the
legislation was renewed by an HM Treasury order. During the financial year,
there has been a considerable level of activity by industry participants,
including The Association of Investment Companies (AIC), of which the Company
is a member, and the Venture Capital Trust Association (VCTA), of which the
Manager is an active member, to demonstrate the important role of VCT
investment in supporting ambitious SMEs and stimulating economic growth and
regional employment. It is, therefore, encouraging to report that the UK
Government has committed to extend the income tax relief available on new VCT
shares beyond 2025, as confirmed by the Chancellor in the Autumn 2022 budget
statement and reaffirmed in the Spring 2023 budget. The Manager will remain
involved in discussions regarding the process for implementing this extension.
Consistent with industry best practice, the Board and the Manager continue to
apply the International Private Equity and Venture Capital Valuation (IPEV)
Guidelines as the central methodology for all private company valuations. The
IPEV Guidelines are the prevailing framework for fair value information in the
private equity and venture capital industry. Following the invasion of Ukraine
in February 2022, IPEV reiterated the Special Guidance provided in March 2020
at the outbreak of the COVID-19 pandemic in the UK, with respect to assessing
the fair value of private company holdings. The Directors and the Manager
continue to follow industry guidelines and adhere to the IPEV Special
Guidelines in all private company valuations.
Environmental, Social and Governance (ESG) Considerations
The Board and the Manager acknowledge the importance of ESG principles and
consider that those portfolio companies that have ESG aims integrated into
their business model are likely to benefit both society and Shareholders. The
Board and the Manager believe that there is an interconnectivity between
profit and purpose, and that strong ESG credentials can give companies a
competitive edge.
The Board is pleased to report on the continued progress of the Manager in
developing its ESG framework and oversight capabilities. In order to assist
this process, Maven has partnered with a specialist software provider to
enhance its ability to track, analyse and report key ESG information across
the portfolio. The Manager is further enhancing its range of internal metrics,
which will be measured from year to year with the intention of reducing carbon
footprint and improving key governance and social outcomes.
The Manager has a comprehensive ESG policy in place, which is ingrained within
the investment process and, as a standard part of due diligence for any new
investment, ESG risks and opportunities are all fully considered. A number of
investee companies are already very focused on the environment or making
improvements to society and local communities and have set themselves specific
ESG related goals. Where this is not the case, the Manager is able to support
and advise on the value of improving these metrics, and all investee companies
are required to include ESG as a standing board agenda item in order to
encourage regular dialogue on the topic.
In May 2021, the Manager became a signatory to the internationally recognised
Principles for Responsible Investment, demonstrating its commitment to include
ESG as an integral part of its investment decision making and ownership. The
Manager has also become a signatory to the Investing in Women Code, which aims
to improve female entrepreneurs' access to tools, resources and finance,
supporting diversity and inclusion in access to finance.
Although neither the Company nor the Manager are currently required to
disclose climate related financial information in line with the Task Force on
Climate-related Financial Disclosures (TCFD), they recognise the aims and
importance of the TCFD recommendations in providing a foundation to improve
investors' ability to appropriately assess climate-related risks and
opportunities. Disclosing information against the TCFD recommendations remains
an objective of the Manager as part of its ESG initiatives, and progress will
be monitored by the Directors.
The Board is aware of the significant steps that the Manager is taking to
assess ESG capability and support ongoing dialogue with investee companies,
with the aim of improving ESG metrics over the period that your Company is
invested. The Board wishes to remind Shareholders that your Company's
investment policy does not incorporate specific ESG aims, and investee
companies are not required to meet any particular targets.
Shareholder Communications
Twice a year, Maven publishes a VCT newsletter, Creating Value, which is
issued by email or post and includes details of the new investments and
realisations that have been completed by the Maven VCTs, as well as updates
about investee companies, and the launch of new Maven VCT Offers. Shareholders
wishing to receive this newsletter, and other VCT related information, can
register their email address with the Registrar, The City Partnership, or
subscribe through Maven's website.
Appointment of a New Auditor
Following a formal tender process, Johnston Carmichael LLP (Johnston
Carmichael) was appointed as the new independent Auditor to the Company with
effect from 4 October 2022. Johnston Carmichael conducted the audit of the
Financial Statements for the financial year to 28 February 2023 and the
Independent Auditor's Report can be found in the Annual Report. Shareholders
will be asked to confirm the appointment of Johnston Carmichael at the
forthcoming AGM.
Annual General Meeting (AGM)
The 2023 AGM will be held in the Glasgow office of Maven Capital Partners UK
LLP at Kintyre House, 205 West George Street, Glasgow, G2 2LW on 6 July 2023,
commencing at 12.00 noon. The Notice of Annual General Meeting can be found in
the Annual Report.
The Future
The strategy of your Company remains firmly focused on constructing a large
and diverse portfolio of UK based growth companies. The last year has seen the
continued successful execution of that strategy and it is also pleasing to
note that, as the portfolio expands, a number of profitable realisations have
been achieved which helps to underpin the payment of dividends, in line with
the annual 5% target. The Board and the Manager are confident that this
remains the correct path for your Company, and further expansion of the
portfolio is anticipated in the year ahead.
John Pocock
Chairman
7 June 2023
Business Report
This Business Report is intended to provide an overview of the strategy and
business model of the Company, as well as the key measures used by the
Directors in overseeing its management. The Board holds at least one meeting
per annum at which strategic matters are discussed. The Company is a VCT and
invests in accordance with the investment objective set out below.
Investment Objective
Under an investment policy approved by the Directors, the Company aims to
achieve long-term capital appreciation and generate income for Shareholders.
Business Model and Investment Policy
Under an investment policy approved by the Directors, the Company intends to
achieve its objective by:
• investing the majority of its funds in a diversified portfolio
of shares and securities in smaller, unquoted UK companies and AIM/AQSE quoted
companies that meet the criteria for VCT qualifying investments and have
strong growth potential;
• investing no more than £1.25 million in any company in one year
and no more than 15% of the Company's assets by cost in one business at any
time; and
• borrowing up to 15% of net asset value, if required and only on
a selective basis, in pursuit of its investment strategy.
The Company had no borrowings as at 28 February 2023 and, as at the date of
this Report, the Board has no intention of utilising the borrowing facility.
Principal and Emerging Risks and Uncertainties
The Board and the Risk Committee have an ongoing process for identifying,
evaluating and monitoring the principal and emerging risks and uncertainties
facing the Company. The risk register and dashboard form key parts of the
Company's risk management framework used to carry out a robust assessment of
the risks, including a significant focus on the controls in place to mitigate
them. The principal and emerging risks and uncertainties facing the Company
are as follows:
Investment Risk
The majority of the Company's investments are in small and medium sized
unquoted UK companies and AIM/ AQSE quoted companies which, by their nature,
carry a higher level of risk and lower liquidity relative to investments in
large quoted companies. The Board aims to limit the risk attached to the
investment portfolio as a whole by ensuring that a robust and structured
selection, monitoring and realisation process is applied by the Manager. The
Board reviews the investment portfolio with the Manager on a regular basis.
The Company manages and minimises investment risk by:
• diversifying across a large number of companies;
• diversifying across a range of economic sectors;
• actively and closely monitoring the progress of investee
companies;
• co-investing with other clients of Maven, other VCT managers and
co-investment partners;
• ensuring valuations of underlying investments are made fairly
and reasonably (see Notes 1(e), 1(f) and 16 to the Financial Statements for
further detail);
• taking steps to ensure that the share price discount is managed
appropriately; and
• choosing and appointing an FCA authorised investment manager
with the appropriate skills, experience and resources required to achieve the
Investment Objective, with ongoing monitoring to ensure the Manager is
performing in line with expectations.
Operational Risk
The Board is aware of the heightened cyber security risk and potential
consequences of IT failure, particularly in relation to the increased
utilisation of remote working practices by the Manager and key third parties.
A cyber attack or systems failure not only has the potential to cause a third
party to fail to perform its duties and responsibilities in accordance with
the service level agreements that are in place, but could also result in it
encountering financial difficulties, such that it is unable to carry on
trading and cannot continue to provide services to the Company.
The Board has closely monitored the systems and controls in place to prevent
or mitigate against a systems or data security failure, and the overall
effectiveness of business continuity arrangements of the Manager and third
parties.
VCT Qualifying Status Risk
The Company operates in a complex regulatory environment and faces a number of
related risks, including:
• becoming subject to capital gains tax on the sale of its
investments as a result of a breach of Section 274 of the Income Tax Act 2007;
• loss of VCT status and consequent loss of tax reliefs available
to Shareholders as a result of a breach of the VCT Regulations;
• loss of VCT status and reputational damage as a result of a
serious breach of other regulations such as the FCA Listing Rules and the
Companies Act 2006; and
• increased investment restrictions resulting from EU State Aid
Rules, incorporated by the Finance (No. 2) Act 2015 and the Finance Act 2018.
The Board works closely with the Manager to ensure compliance with all
applicable and upcoming legislation, such that VCT qualifying status is
maintained. Further information on the management of this risk is detailed
under other headings in this Business Report.
Legislative and Regulatory Risk
The Directors strive to maintain a good understanding of the changing
regulatory agenda and consider emerging issues so that appropriate changes can
be developed and implemented in good time. In order to maintain its approval
as a VCT, the Company is required to comply with VCT legislation in the UK as
well as the EU State Aid Rules. Changes in either legislation could have an
adverse impact on Shareholder investment returns, whilst maintaining the
Company's VCT status. The Board and the Manager continue to make
representations where appropriate, either directly or through relevant
industry bodies such as the AIC, the British Private Equity and Venture
Capital Association (BVCA) and the VCTA.
The Company has retained Philip Hare & Associates LLP as its principal VCT
adviser and also uses a number of other VCT advisers on a transactional basis.
Breaches of other regulations including, but not limited to, the Companies Act
2006, the FCA Listing Rules, the FCA Disclosure Guidance and Transparency
Rules, the General Data Protection Regulation (GDPR), or the Alternative
Investment Fund Managers Directive (AIFMD) could lead to a number of
detrimental outcomes and reputational damage. Breaches of controls by service
providers to the Company could also lead to reputational damage or loss.
The AIFMD, which regulates the management of alternative investment funds,
including VCTs, introduced a new authorisation and supervisory regime for all
investment companies in the EU. The Company is a small registered and
internally managed alternative investment fund under the AIFMD, and its status
as such is unchanged as a result of the UK's departure from the EU. The
Company is also required to comply with tax legislation under the Foreign
Account Tax Compliance Act and the Common Reporting Standard. The Company has
appointed The City Partnership UK Limited to act on its behalf to report
annually to HM Revenue & Customs (HMRC) and to ensure compliance with this
legislation.
Climate Change and Social Responsibility Risk
The Board recognises that climate change is an important emerging risk that
all companies should take into consideration within their strategic planning.
As referred to elsewhere in this Strategic Report and in the Statement of
Corporate Governance in the Annual Report, the Company has minimal direct
impact on environmental issues. However, the Company has introduced measures
to reduce the cost and environmental impact of the production and circulation
of Shareholder documentation, such as the annual and interim reports. This has
resulted in a significant reduction in the number of copies being printed and
posted, with only 6% of Shareholders now receiving paper reports.
The Board is aware that the Manager is increasing its efforts in relation to
the identification of environmental risks and opportunities, and is developing
its ESG policy accordingly. Environmental risk is a fundamental aspect of due
diligence and industry specialists are assigned where there may be specific
concerns in relation to a potential business or sector. The results are then
factored into the decision making process for new investments. VCTs in general
are regarded as supporting small and medium sized enterprises, investment in
which helps to create local employment across a range of UK regions.
Ukraine
The conflict in Ukraine, and the global response to it, has resulted in
disruptions to international supply chains, inflationary pressures and general
market uncertainty. It is also acknowledged that there is an increased cyber
security risk and the Manager has taken steps to mitigate this risk, including
oversight of third parties.
Other Key Risks
Governance Risk
The Directors are aware that an ineffective Board could have a negative impact
on the Company and its Shareholders. The Board recognises the importance of
effective leadership and board composition, and this is ensured by completing
an annual evaluation process, with action being taken if required.
Management Risk
The Directors are aware of the risk that investment opportunities could fail
to complete, or the management of the VCT could breach the Management and
Administration Deed or regulatory parameters, due to lack of knowledge and/or
experience of the investment professionals acting on behalf of the Company. To
manage this risk, the Board has appointed Maven as investment manager, as it
employs skilled professionals with the required VCT knowledge and experience.
In addition, the Board takes comfort that the Manager's controls have been
updated to ensure compliance with the FCA's Senior Managers and Certification
Regime (SMCR).
The Directors are also mindful of the impact that the loss of the Manager's
key employees could have on either investment opportunities that may be lost
or existing investments that may fail. The Board is reassured by the Manager's
approach to recruitment, incentivising staff, succession planning and ensuring
that adequate notice periods are included in all contracts of employment.
Financial and Liquidity Risk
As most of its investments require a mid to long term commitment and are
relatively illiquid, the Company retains a portion of the portfolio in cash
and listed investment trusts in order to finance any new unlisted investment
opportunities. The Company has no direct exposure to currency risk and does
not enter into any derivative transactions.
Political Risk
Political changes that result in parties with extreme influence over policies
could lead to instability and uncertainty in the markets, legislation and the
economy.
The Board reviews the political situation on a regular basis, together with
any associated changes to the economic, regulatory and legislative
environment, in order to ensure that any risks arising are mitigated as
effectively as possible.
Economic Risk
The valuation of investment companies may be affected by underlying economic
conditions, such as fluctuating interest rates, increased fuel and energy
costs, and the availability of bank finance, all of which can be impacted
during times of geopolitical uncertainty and volatile markets, including
during the coronavirus pandemic and the situation in Ukraine. The economic and
market environment is kept under constant review and the investment strategy
of the Company adapted, so far as is possible, to mitigate emerging risks.
Credit Risk
The Company may hold financial instruments and cash deposits and is dependent
on counterparties discharging their agreed responsibilities. The Directors
consider the creditworthiness of the counterparties to such instruments and
seek to ensure that there is no undue concentration of exposure to any one
party.
An explanation of certain economic and financial risks and how they are
managed is also contained in Note 16 to the Financial Statements.
Statement of Compliance with Investment Policy
The Company is adhering to its stated investment policy and managing the risks
arising from it. This can be seen in various tables and charts throughout the
Annual Report, and from information provided in the Chairman's Statement and
in the Investment Manager's Review. A review of the Company's business, its
position as at 28 February 2023 and its performance during the year then ended
is included in the Chairman's Statement, which also includes an overview of
its strategy and business model.
The management of the investment portfolio has been delegated to Maven, which
also provides company secretarial, administrative and financial management
services to the Company. The Board is satisfied with the breadth and depth of
the Manager's resources and its network of offices, which supply new deals and
enable it to monitor the geographically widespread portfolio of companies
effectively.
The Investment Portfolio Summary in the Annual Report discloses the Company's
holdings and the degree of co-investment with other clients of the Manager.
The Portfolio Analysis charts in the Annual Report show the profile of the
portfolio by industry sector and by asset class. They help to show the
sectoral diversity of the portfolio, which is spread between private growth
capital companies, more mature private company holdings, and AIM/AQSE quoted
investments. The level of VCT qualifying investment is monitored continually
by the Manager and reported to the Risk Committee quarterly, or as otherwise
required.
Key Performance Indicators (KPIs)
During the year, the net return on ordinary activities before taxation was
£1,392,000 (2022: £2,970,000); gains on investments were £2,449,000 (2022:
£3,817,000); and earnings per share were 1.01p (2022: 2.22p).
The Directors also consider a number of APMs to assess the Company's success
in achieving its objective and these also enable Shareholders and prospective
investors to gain an understanding of the Company's business. These APMs are
shown in the Financial Highlights in the Annual Report.
In addition, the Board considers the following to be KPIs:
• NAV total return;
• annual yield;
• share price discount to NAV;
• investment income; and
• operational expenses.
The NAV total return is considered to be the most appropriate long-term
measure of Shareholder value as it includes both the current NAV per share and
total dividends paid to date. The annual yield is the total dividends paid per
share for the financial year, expressed as a percentage of the net asset value
at the previous year end. The Directors seek to pay dividends to provide a
yield and comply with the VCT rules, taking account of the level of
distributable reserves, profitable realisations in each accounting period and
the Company's future cash flow projections. The share price discount to NAV is
the percentage by which the mid- market price of a share is lower than its
NAV.
Definitions of the APMs can be found in the Glossary in the Annual Report. A
historical record of these measures is shown in the Financial Highlights in
the Annual Report and the change in the profile of the portfolio is reflected
in the Summary of Investment Changes. The Board reviews the Company's
investment income and operational expenses on a quarterly basis, as the
Directors consider that these are both important components in the generation
of Shareholder returns. Further information can be found in Notes 2 and 4 to
the Financial Statements in the Annual Report.
There is no VCT index against which to compare the financial performance of
the Company. However, for reporting to the Board and Shareholders, the Manager
uses comparisons with the most appropriate index, being the FTSE AIM All-Share
Index, and the graph in the Annual Report compares the Company's performance
against the FTSE AIM All-Share Index. The Directors also consider
non-financial performance measures, such as the flow of investment proposals
and the Company's ranking within the VCT sector by independent analysts. In
addition, the Directors consider economic, regulatory and political trends and
features that may impact on the Company's future development and performance.
Valuation Process
Investments held by the Company in unquoted companies are valued in accordance
with the IPEV Guidelines. Following the invasion of Ukraine in February 2022,
IPEV reiterated the Special Guidance provided in March 2020, at the outbreak
of the COVID-19 pandemic in the UK, with respect to assessing the fair value
of private company holdings. The Directors and the Manager continue to follow
these industry guidelines and adhere to the IPEV Special Guidelines in all
private company valuations. Investments that are quoted or traded on a
recognised stock exchange, including AIM, are valued at their closing bid
prices at the year end.
Share Buy-backs
At the forthcoming AGM, the Board will seek the necessary Shareholder
authority to continue to conduct a share buy-back programme under appropriate
circumstances.
The Board's Duty and Stakeholder Engagement
The Directors recognise the importance of an effective Board and its ability
to discuss, review and make decisions to promote the long-term success of the
Company and protect the interests of its key stakeholders. As required by
Provision 5 of the AIC Code (and in line with the UK Code), the Board has
discussed the Directors' duty under Section 172 of the Companies Act and how
the interests of key stakeholders have been considered in Board discussions
and decision making during the year. This has been summarised in the table
below.
Form of engagement Influence on Board/Committee decision making
Shareholders
Annual General Meeting - Shareholders are encouraged to attend the AGM and are Dividend declarations - the Board recognises the importance of tax free
provided with the opportunity to ask questions and engage with the Directors distributions to Shareholders and takes this into consideration when making
and the Manager. Shareholders are also encouraged to exercise their right to decisions on interim and final dividends for each year. Further details
vote on the Resolutions proposed at the AGM. regarding dividends for the year under review can be found in the Chairman's
Statement.
Shareholder documents - the Company reports formally to Shareholders by
publishing Annual and Interim Reports, normally in May and October each year. Share buy-back policy - the Directors recognise the importance to Shareholders
In the instance of a corporate action taking place, the Board will communicate of the Company maintaining an active buy-back programme and considered this
with Shareholders through the issue of a Circular and, if required, a when establishing the current policy. Further details can be found in the
Prospectus. Chairman's Statement and the Directors' Report in the Annual Report.
In addition, significant matters or reporting obligations are disseminated to Offers for Subscription - in making the decision to launch the most recent
Shareholders by way of announcements to the London Stock Exchange. Offer for Subscription, the Directors considered that it would be in the
interest of Shareholders to continue to expand the portfolio and make further
investments across a diverse range of sectors. By growing the Company, costs
are spread over a wider asset base to promote a competitive total expense
The Secretary acts as a key point of contact for the Directors and ratio, which is in the interests of Shareholders. In addition, the increased
communications received from Shareholders are circulated to the whole Board. liquidity helps support the buy-back policy referred to above. Further details
regarding the Offer for Subscription can be found in the Chairman's Statement.
Liquidity management - in order to generate income and add value for
Shareholders, the Board has an active liquidity management policy, which has
the objective of generating income from the cash held prior to deployment in
VCT qualifying investments. Further details regarding the updated approach to
liquidity management can be found in the Chairman's Statement and in the
Investment Manager's Review in the Annual Report.
Environment and society
The Directors and the Manager take account of the social, environmental and The Directors and the Manager are aware of their duty to act in the interests
ethical factors impacted by the Company and the investments that it makes. of the Company, and acknowledge that there are risks associated with
investment in companies that fail to conduct business in a socially
responsible manner.
The Manager's ESG assessment of investee companies focuses heavily on their
impact on the environment, challenges fundamental aspects such as energy usage
and emissions, and targets an approach to waste and recycling as well as
broader social themes such as the companies' approach to diversity and
inclusion in the workplace, and their work with charities. This has been
reflected in a number of recent new investments.
Further details can be found in the Statement of Corporate Governance, the
Chairman's Statement and the Investment Manager's Review in the Annual Report.
Portfolio companies
Quarterly Board Meetings - the Manager reports to the Board on the portfolio The Directors are aware that the exercising of voting rights is key to
companies, in particular on the private companies, and the Directors challenge promoting good corporate governance and, through the Manager, ensures that the
the Manager where they feel it is appropriate. The Manager then communicates portfolio companies are encouraged to adopt best practice in corporate
directly with each private investee company, normally through the Maven governance. The Board has delegated the responsibility for monitoring the
representative who sits on the board of the private investee company. portfolio companies to the Manager and has given it discretion to vote in
respect of the Company's holdings in the investment portfolio, in a way that
reflects the concerns and key governance matters discussed by the Board.
The Board is also mindful that, as the portfolio expands and the proportion of
early stage investments increases, follow-on funding will represent an
important part of the Company's investment strategy and this forms a key part
of the Directors' discussions on valuations, risk management and fundraising.
From time to time, the management teams of investee companies give
presentations to the Board.
Manager
Quarterly Board Meetings - the Manager attends every Board Meeting to present The Manager is responsible for implementing the investment objective and the
a detailed portfolio analysis and report on key issues such as VCT compliance, strategy agreed by the Board. In making a decision to launch any Offer for
investment pipeline and utilisation of any new monies raised. Subscription, the Board needs to consider that the Company requires sufficient
liquidity in order to continue to expand and broaden the investment portfolio
in line with the strategy, including the provision of follow-on funding, as
referred to above.
Registrar
Annual review meetings and control reports. The Directors review the performance of all third party service providers on
an annual basis, including ensuring compliance with GDPR.
Custodian
Regular statements and control reports received, with all holdings and The Directors review the performance of all third party providers on an annual
balances reconciled. basis, including oversight of securing the Company's assets.
Employee, Environmental and Human Rights Policy
As a VCT, the Company has no direct employee or environmental
responsibilities, nor is it responsible directly for the emission of
greenhouse gases. The Board's principal responsibility to Shareholders is to
ensure that the investment portfolio is managed and invested properly. As the
Company has no employees, it has no requirement to report separately on
employment matters. The Board comprises one female Director and three male
Directors, all of whom are non-executive, and delegates responsibility for
diversity to the Nomination Committee, as explained in the Statement of
Corporate Governance in the Annual Report. The management of the Company's
assets is undertaken by the Manager through members of its portfolio
management team.
The Manager engages with the Company's underlying investee companies in
relation to their corporate governance practices and in developing their
policies on social, community and environmental matters. Further information
may be found in the Statement of Corporate Governance. The Manager is
continuing to focus on developing its ESG framework and oversight
capabilities. Further details regarding the Manager's approach to ESG and the
progress made on developing its ESG framework can be found in the Chairman's
Statement in the Annual Report.
In light of the nature of the Company's business, there are no relevant human
rights issues and, therefore, the Company does not have a human rights policy.
Independent Auditor
The Company's Independent Auditor is required to report if there are any
material inconsistencies between the content of the Strategic Report and the
Financial Statements. The Independent Auditor's Report can be found in the
Annual Report.
Future Strategy
The Board and Manager intend to maintain the policies set out above for the
year ending 29 February 2024, as it is believed that these are in the best
interests of Shareholders.
Approval
The Business Report, and the Strategic Report as a whole, was approved by the
Board of Directors and signed on its behalf by:
John Pocock
Director
7 June 2023
Income Statement
For the Year Ended 28 February 2023
Year ended Year ended
28 February 2023 28 February 2022
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Gains on investments - 2,449 2,449 - 3,817 3,817
Income from investments 587 - 587 764 - 764
Other income 91 - 91 6 - 6
Investment management fees (238) (952) (1,190) (215) (858) (1,073)
Other expenses (545) - (545) (544) - (544)
Net return on ordinary activities before taxation (105) 1,497 1,392 11 2,959 2,970
Tax on ordinary activities - - - (14) 14 -
Return attributable to Equity Shareholders (105) 1,497 1,392 (3) 2,973 2,970
Earnings per share (pence) (0.08) 1.09 1.01 - 2.22 2.22
All gains and losses are recognised in the Income Statement.
The total column of this statement is the Profit & Loss Account of the
Company. The revenue and capital columns are supplementary to this and are
prepared under guidance published by the AIC. All items in the above statement
are derived from continuing operations. The Company has only one class of
business and one reportable segment, the results of which are set out in the
Income Statement and Balance Sheet. The Company derives its income from
investments made in shares, securities and bank deposits.
There are no potentially dilutive capital instruments in issue and, therefore,
no diluted earnings per share figures are relevant. The basic and diluted
earnings per share are, therefore, identical.
The Notes included in the Annual Report are an integral part of the Financial
Statements.
Statement of Changes in Equity
For the Year Ended 28 February 2023
Year ended 28 February 2023
Non-distributable Reserves Distributable Reserves
Share capital Share premium account Capital redemption reserve Capital reserve unrealised Capital reserve realised Special distributable reserve Revenue reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 28 February 2022 (restated)** 13,532 15,496 370 4,910 (746) 25,777 664 60,003
Net return - - - 1,857 592 (952) (105) 1,392
Dividends paid - - - - - (3,155) (3,155)
Repurchase and cancellation (199) - 199 - - (885) - (885)
of shares
Net proceeds of DIS issue* 67 218 - - - - - 285
At 28 February 2023 13,400 15,714 569 6,767 (154) 20,785 559 57,640
Year ended 28 February 2022
Non-distributable Reserves Distributable Reserves
Share capital Share premium account Capital redemption reserve Capital reserve unrealised Capital reserve realised Special distributable reserve Revenue reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
28 February 2021 9,128 150 212 881 (534) 29,835 871 40,543
Net return (restated)** - - - 4,029 (212) (844) (3) 2,970
Dividends paid - - - - - (2,530) (204) (2,734)
Repurchase and cancellation (158) - 158 - - (684) - (684)
of shares
Net proceeds of share issue 4,505 15,155 - - - 19,660
Net proceeds of DIS issue* 57 191 - - - - - 248
At 28 February 2022 (restated)** 13,532 15,496 370 4,910 (746) 25,777 664 60,003
* DIS represents the Dividend Investment Scheme as detailed in the Chairman's
Statement in the Annual Report.
**See Note 18 in the Annual Report.
The capital reserve unrealised is generally non-distributable other than the
part of the reserve relating to gains/(losses) attributable to readily
realisable quoted investments which are distributable.
Where all, or an element of the proceeds of sales have not been received in
cash or cash equivalent (as noted in the Realisations table in the Annual
Report), and are not readily convertible to cash, they do not qualify as
realised gains for the purposes of distributable reserves calculations and,
therefore, do not form part of distributable reserves. The split of unrealised
gains/(losses) for the year is detailed within the portfolio valuation section
of Note 8.
The Notes included in the Annual Report are an integral part of the Financial
Statements.
Balance Sheet
As at 28 February 2023
28 February 2022
28 February 2023 (restated)**
£'000 £'000
Fixed assets
Investments at fair value through profit or loss 47,353 36,237
Current assets
Debtors 699 658
Cash 9,834 23,338
10,533 23,996
Creditors
Amounts falling due within one year (246) (230)
Net current assets 10,287 23,766
Net assets 57,640 60,003
Capital and reserves
Called up share capital 13,400 13,532
Share premium account 15,714 15,496
Capital redemption reserve 569 370
Capital reserve - unrealised* 6,767 4,910
Capital reserve - realised* (154) (746)
Special distributable reserve 20,785 25,777
Revenue reserve 559 664
Net assets attributable to Ordinary Shareholders 57,640 60,003
Net asset value per Ordinary Share (pence) 43.01 44.34
*See Note 18 in the Annual Report.
The Financial Statements of Maven Income and Growth VCT PLC, registered number
03908220, were approved and authorised for issue by the Board of Directors on
its behalf by:
John Pocock
Director
7 June 2023
The Notes included in the Annual Report are an integral part of the Financial
Statements.
Cash Flow Statement
For the Year Ended 28 February 2023
Year ended Year ended
28 February 2023 28 February 2022
£'000 £'000
Net cash flows from operating activities (1,083) (752)
Cash flows from investing activities
Purchase of investments (12,145) (9,892)
Sale of investments 3,479 7,955
Net cash flows from investing activities (8,666) (1,937)
Cash flows from financing activities
Equity dividends paid (3,155) (2,734)
Issue of Ordinary Shares - 19,660
Net proceeds of DIS issue 285 248
Repurchase of Ordinary Shares (885) (684)
Net cash flows from financing activities (3,755) 16,490
Net (decrease)/increase in cash (13,504) 13,801
Cash at beginning of year 23,338 9,537
Cash at end of year 9,834 23,338
The Notes included in the Annual Report are an integral part of the Financial
Statements.
Notes to the Financial Statements
For the Year Ended 28 February 2023
Accounting policies
The Company is a public limited company, incorporated in England and Wales and
its registered office is shown in the Corporate Summary.
(a) Basis of preparation
The Financial Statements have been prepared on a going concern basis, further
details can be found in the Directors' Report in the Annual Report. The
Financial Statements have been prepared under the historical cost convention,
as modified by the revaluation of investments and in accordance with FRS 102,
The Financial Reporting Standard applicable in the UK and Republic of Ireland,
and in accordance with the Statement of Recommended Practice for Investment
Trust Companies and Venture Capital Trusts (the SORP) issued by the AIC in
July 2022.
(b) Income
Interest income on loan notes and dividends on preference shares are accrued
on a daily basis. Provision is made against this income where recovery is
doubtful. Where the terms of unquoted loan notes only require interest or a
redemption premium to be paid on redemption, the interest and the redemption
premium is recognised as income once redemption is reasonably certain. Until
such date interest is accrued daily and included within the valuation of the
investment. When a redemption premium is designed to protect the value of the
instrument holder's investment rather than reflect a commercial rate of
revenue return the redemption premium should be recognised as capital. The
treatment of redemption premiums is analysed to consider if they are revenue
or capital in nature on a company by company basis. A redemption premium of
£86,214 (2022: £38,718) was received in the year ended 28 February 2023 and
recognised as income. Income from fixed interest securities and deposit
interest is included on an effective interest rate basis. Dividends on quoted
shares are recognised as income when the related investments are marked
ex-dividend and where no dividend date is quoted, when the Company's right to
receive payment is established.
(c) Expenses
All expenses are accounted for on an accruals basis and charged to the income
statement. Expenses are charged through the revenue account except as follows:
• expenses which are incidental to the acquisition and disposal of
an investment are charged to capital;
• expenses are charged to realised capital reserves where a
connection with the maintenance or enhancement of the value of the investments
can be demonstrated. In this respect the investment management fee has been
allocated 20% to revenue and 80% to realised capital reserves to reflect the
Company's investment policy and prospective income and capital growth;and
• share issue costs are charged to the share premium account.
(d) Taxation
Deferred taxation is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date, where transactions or
events that result in an obligation to pay more tax in the future or right to
pay less tax in the future have occurred at the balance sheet date. This is
subject to deferred tax assets only being recognised if it is considered more
likely than not that there will be suitable profits from which the future
reversal of the underlying timing differences can be deducted. Timing
differences are differences arising between the Company's taxable profits and
its results as stated in the Financial Statements which are capable of
reversal in one or more subsequent periods.
Deferred tax is measured on a non-discounted basis at the tax rates that are
expected to apply in the periods in which timing differences are expected to
reverse, based on tax rates and laws enacted or substantively enacted at the
balance sheet date.
The tax effect of different items of income/gain and expenditure/loss is
allocated between capital reserves and revenue account on the same basis as
the particular item to which it relates using the Company's effective rate of
tax for the period.
UK corporation tax is provided at amounts expected to be paid/recovered using
the tax rates and laws that have been enacted or substantively enacted at the
balance sheet date.
(e) Investments
In valuing unlisted investments the Directors follow the criteria set out
below. These procedures comply with the revised International Private Equity
and Venture Capital Valuation Guidelines (IPEV) for the valuation of private
equity and venture capital investments. Investments are recognised at their
trade date and are designated by the Directors as fair value through profit
and loss. At subsequent reporting dates, investments are valued at fair value,
which represents the Directors' view of the amount for which an asset could be
exchanged between knowledgeable and willing parties in an arm's length
transaction. This does not assume that the underlying business is saleable at
the reporting date or that its current shareholders have an intention to sell
their holding in the near future.
A financial asset or liability is generally derecognised when the contract
that gives rise to it is settled, sold, cancelled or expires.
1. For early stage investments completed in the reporting period, fair
value is determined using the price of recent investment, calibrating for any
material change in the trading circumstances of the investee company. Where
relevant, an investee may be valued on a discounted cash flow basis. Other
early stage companies are valued by applying a multiple to the investee's
revenue to derive the enterprise value of each company.
2. Whenever practical, recent investments will be valued by reference to
a material arm's length transaction or a quoted price.
3. Mature companies are valued by applying a multiple to their
maintainable earnings to determine the enterprise value of the company.
To obtain a valuation of the total ordinary share capital held by
management and the institutional investors, the value of third party debt,
institutional loan stock, debentures and preference share capital is deducted
from the enterprise value. The effect of any performance related mechanisms is
taken into account when determining the value of the ordinary share capital.
4. All unlisted investments are valued individually by the Manager's
portfolio management team. The resultant valuations are subject to detailed
scrutiny and approval by the Directors of the Company.
5. In accordance with normal market practice, investments listed on AIM
or a recognised stock exchange are valued at their bid market price.
6. In accordance with normal market practice, the Open-Ended Investment
Company (OEIC) investments value is based on the daily price generated from
the net asset value of their underlying portfolio assets.
(f) Fair value measurement
Fair value is defined as the price that the Company would receive upon selling
an investment in a timely transaction to an independent buyer in the principal
or the most advantageous market of the investment. A three-tier hierarchy has
been established to maximise the use of observable market data and minimise
the use of unobservable inputs and to establish classification of fair value
measurements for disclosure purposes. Inputs refer broadly to the assumptions
that market participants would use in pricing the asset or liability,
including assumptions about risk, for example, the risk inherent in a
particular valuation technique used to measure fair value including such a
pricing model and/or the risk inherent in the inputs to the valuation
technique. Inputs may be observable or unobservable.
Observable inputs are inputs that reflect the assumptions market participants
would use in pricing the asset or liability developed based on market data
obtained from sources independent of the reporting entity.
Unobservable inputs are inputs that reflect the reporting entity's own
assumptions about the assumptions market participants would use in pricing the
asset or liability developed based on best information available in the
circumstances.
The three-tier hierarchy of inputs is summarised in the three broad levels
listed below.
• Level 1 - the unadjusted quoted price in an active market for
identical assets or liabilities that the entity can access at the measurement
date.
• Level 2 - inputs other than quoted prices included within Level
1 that are observable (i.e. developed using market data) for the asset or
liability, either directly or indirectly.
• Level 3 - inputs are unobservable (i.e. for which market data is
unavailable) for the asset or liability.
(g) Gains and losses on investments
When the Company sells or revalues its investments during the year, any gains
or losses arising are credited/charged to the Income Statement.
(h) Critical accounting judgements and key sources of estimation
uncertainty
Disclosure is required of judgements and estimates made by the Board and the
Manager in applying the accounting policies that have a significant effect on
the financial statements. The area involving the highest degree of judgement
and estimates is the valuation of early stage unlisted investments, recognised
in Note 8 and Note 16 to the Financial Statements in the Annual Report, and
explained in (e) above.
In the opinion of the Board and the Manager, there are no critical accounting
judgements.
Reserves
Share premium account
The share premium account represents the premium above nominal value received
by the Company on issuing shares net of issue costs. This reserve is
non-distributable.
Capital redemption reserve
The nominal value of shares repurchased and cancelled is represented in the
capital redemption reserve. This reserve is non-distributable.
Capital reserve - unrealised
Increases and decreases in the fair value of investments are recognised in the
Income Statement and are then transferred to the capital reserve unrealised
account. This reserve is generally non-distributable, other than the part of
the reserve relating to gains/(losses) attributable to readily realisable
quoted investments that are distributable.
Capital reserve - realised
Gains or losses on investments realised in the year that have been recognised
in the Income Statement are transferred to the capital reserve realised
account on disposal. Furthermore, any prior unrealised gains or losses on such
investments are transferred from the capital reserve unrealised account to the
capital reserve realised account on disposal. This reserve is distributable.
Special distributable reserve
The total cost to the Company of the repurchase and cancellation of shares is
represented in the special distributable reserve account. The special
distributable reserve also represents capital dividends, capital investment
management fees and the tax effect of capital items. This reserve is
distributable.
Revenue reserve
The revenue reserve represents accumulated profits retained by the Company
that have not been distributed to Shareholders as a dividend. This reserve is
distributable.
Earnings per share
Year ended Year ended
28 February 2023 28 February 2022
The returns per share have been based on the following figures:
Weighted average number of Ordinary Shares 137,122,047 134,189,600
Revenue return (£105,000) (£3,000)
Capital return £1,497,000 £2,973,000
Total return £1,392,000 £2,970,000
Net asset value per Ordinary Share
Net asset value per Ordinary Share as at 28 February 2023 has been calculated
using the number of Ordinary Shares in issue at that date of 134,000,597
(2022: 135,323,293).
These Notes are an integral part of the Financial Statements and are included
in full in the Annual Report.
Directors' Responsibility Statement
The Directors believe that, to the best of their knowledge:
• the Financial Statements have been prepared in accordance with
the applicable accounting standards and give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company as
at 28 February 2023 and for the year to that date;
• the Directors' Report includes a fair review of the development
and performance of the Company, together with a description of the principal
and emerging risks and uncertainties that it faces; and
• the Annual Report and Financial Statements, taken as a whole, is
fair, balanced and understandable and provides the information necessary for
Shareholders to assess the Company's position and performance, business model
and strategy.
Other Information
The Annual General Meeting will be held on Thursday 6 July 2023, commencing at
12.00 noon, at the offices of Maven Capital Partners UK LLP, Kintyre House,
205 West George Street, Glasgow, G2 2LW.
Copies of this announcement, and of the Annual Report and Financial Statements
for the year ended 28 February 2023, will be available to the public at the
offices of Maven Capital Partners UK LLP, Kintyre House, 205 West George
Street, Glasgow G2 2LW; at the registered office of the Company, 6th Floor,
Saddlers House, 44 Gutter Lane, London, EC2V 6BR and on the Company's webpage
at mavencp.com/migvct.
The Annual Report and Financial Statements for the year ended 28 February 2023
will be issued to Shareholders and filed with the Registrar of Companies in
due course.
The financial information contained within this Announcement does not
constitute the Company's statutory Financial Statements as defined in the
Companies Act 2006. The statutory Financial Statements for the year ended 28
February 2022 have been delivered to the Registrar of Companies and contained
an audit report that was unqualified and did not constitute statements under
S498(2) or S498(3) of the Companies Act 2006.
Neither the content of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.
The Annual Report will be submitted to the National Storage Mechanism and will
be available for inspection at:
fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
By Order of the Board
Maven Capital Partners UK LLP
Secretary
7 June 2023
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