Mobeus Income & Growth 4 VCT plc ("MIG4" or the "Company" or the "VCT")
Annual Results Announcement for the eleven months ended 31 December 2012
INVESTMENT OBJECTIVE
Mobeus Income & Growth 4 VCT plc, formerly Matrix Income & Growth 4 VCT plc ("MIG4", the "Company" or the "Fund") is a Venture Capital Trust ("VCT") managed by Mobeus Equity Partners LLP, previously Matrix Private Equity Partners LLP ("Mobeus"), investing primarily in established, profitable, unquoted companies.
The objective of the Company is to provide investors with a regular income stream by way of tax free dividends and to generate capital growth through portfolio realisations which can be distributed by way of additional tax free dividends.
DIVIDEND POLICY
The Company seeks to pay dividends at least annually out of income and capital as appropriate, and subject to fulfilling certain regulatory requirements.
FINANCIAL HIGHLIGHTS
Results for the eleven months ended 31 December 2012
§ - Net Asset Value ("NAV") Total Return per share was 4.8% for the
period.
§ - Interim dividend of 5.5 pence per share for the eleven months
ended 31 December 2012 has been declared by the Directors and
will be payable on 10 May 2013. This will bring cumulative
dividends paid to date to 32.2 pence per share. § § - Strong liquidity has been further enhanced by two successful
fundraisings (one in period, one current), in which the Company
has raised and allotted a further £7.0 million to date, plus £3.0
million of further subscriptions received. § § - The Company realised its investment in Iglu.com Holidays in May
2012 for an overall return of 2.53 times the original investment
cost in two and a half years.
§ - The cumulative NAV Total Return per share at 31 December 2012 was
144.0 pence.
PERFORMANCE SUMMARY
The net asset value (NAV) per share as at 31 December 2012 was 117.31 pence
Performance data for all fundraising rounds are shown in a table on pages 56 and 57 of the Annual Report and Accounts (the "Annual Report" or "Report").
The table below shows the recent past performance
of the original funds raised in 1999.
As at Net assets Net asset Share price Cumulative Cumulative Cumulative
value (mid-market dividends total return total return
(NAV) per price) paid per per Share to per Share to
share share Shareholders Shareholders
(p)1 since launch2 since
(NAV basis) launch2
(Share price
(p) (p) basis) (p)2
(p)2
(£ m)
31 December 33.5 117.3 102.5 26.7 129.2 144.0
2012
31 January 2012 29.4 116.7 100.0 21.7 121.7 138.4
31 January 2011 25.3 112.9 103.5 18.7 122.2 131.6
1 Source: London Stock Exchange 2 Total returns to Shareholders include dividends paid
In the graph below, the NAV and share price total returns to shareholders comprise the NAV and share price respectively, assuming the dividends paid were re-invested on the date on which the shares were quoted ex-dividend in respect of each dividend. The total return figures have been rebased to 100 pence at 31 January 2008.
Total shareholder return for the last five years compared to the FTSE SmallCap and AiM All-Share Indices
graph can be found on page 2 of the Annual Report.
CHAIRMAN'S STATEMENT
I am pleased to present to Shareholders the Annual Report of the Company for the eleven months ended 31December 2012. The Company has moved its year-end forward to 31 December from 31 January, which is why this Report covers eleven months. The reason for this is to simplify linked offer fundraising timetables. It also changed its name from Matrix Income & Growth 4 VCT plc to Mobeus Income & Growth 4 VCT plc on 29 June 2012.
Overview
The period under review was again dominated by continuing concerns about the severity and length of the UK recession. Further concerns revolve around the continuing large UK public debt position, and the possible return of inflation.
Despite this rather gloomy macro- economic background, there is good progress in the portfolio overall. Many companies in our portfolio continue to deliver growth.
Although the rate of investment has been low for the period under review compared to some previous periods, the Investment Manager is currently considering a number of potentially good opportunities. The Board and the Investment Manager continue to adopt a patient and cautious approach of waiting to identify the right opportunities in this challenging market.
The quoted UK equity market as represented by the FTSE All-Share
Index was volatile but ended the 11 months' period up 9.34% on a total return
basis. Many of the portfolio companies are primarily valued by reference to
the valuations of companies trading in similar sectors within the relevant
FTSE All-Share Index. The Company's Net Asset Value per share ("NAV") total
return rose by 4.78% for the period. This is encouraging, given the Company's
strong liquidity position which should be of benefit in the medium term, as
current returns on liquid assets are low.
Performance
As at 31 December 2012 the Company's NAV per share was 117.31 pence(31 January 2012: 116.73 pence). To measure the NAV per share total return over the period on a like for like basis, the interim dividend of 5 pence per share paid to Shareholders on 6 June 2012, in respect of the year ended 31 January 2012, should be added to the closing NAV per share, producing a closing return of 122.31 pence. Comparing this to an opening NAV of 116.73 pence, the Company's underlying NAV per share rose by 5.58 pence or 4.78%.
This compares with an increase of 20.1% in the FTSE SmallCap Total Return Index and a decrease of 6.3% in the FTSE AIM Total Return Index.
The share price total return for the period, being the share price at 31 December 2012 after adding the dividend of 5 pence paid in the period, rose by 7.5% during the eleven month period from 100 pence to 107.5 pence per share.
The increase in returns reflects principally an encouraging uplift in the value of the portfolio companies.
Please note that we have added performance data for each allotment in each fundraising since the inception of the Company, in the Performance Data Appendix on pages 56 - 57 of the Annual Report.
Portfolio review and new investment
The portfolio continues to be dominated by investments in
management buy-outs ("MBOs"), which stand at 64.9% of the portfolio, followed
by 27.5% in acquisition companies, 5.3% in development capital, 1.2% invested
in one AIM investment and the remaining 1.1% of the portfolio being invested
in what were originally development capital and early stage investments of
previous managers. The portfolio is now invested in a range of market sectors
with the largest of those being Support Services at 57.4%.
The Company made one new investment totalling £1,268,647 during the period to support the MBO of Tessella, an international provider of science-powered technology and consulting services. The Company used its existing investment of £1 million in the acquisition vehicle Sawrey to finance the transaction, along with a further £268,647 from the Company's cash reserves. This investment has made a promising start.
After the period end, in February 2013, the Company made a further investment into Fullfield (trading as Motorclean) totalling £683,135 (utilising the acquisition vehicle, Almsworthy) to support Motorclean's acquisition of Forward Valeting Services Limited, a company with a similar business model in the UK car valeting market. This resulted in a repayment of funds to the Company from Almsworthy of £316,865.
On 14 March 2013, the Company invested £1,484,302 (including £1,000,000 from Fosse Management Limited, one of the Company's acquisition companies) to support the MBO of Gro-group, a market leader for baby sleep time products in the UK and Australia.
There have been seven realisations during the period under review, totalling £2.05 million, being both outright disposals and loan repayments from continuing investments. The VCT sold its investment in Iglu.com Holidays in May 2012 for an overall return of 2.53 times the original investment cost. This was a pleasing result in just two and half years since the MBO in December 2009. During the period of our investment, Iglu grew its cruise holiday business to become one of the leading distributors of these holidays in the UK in addition to being the largest independent retailer of ski holidays.
The Letraset stake was also sold, returning a modest 1.51 times the cost of our original investment.
Five loan stocks held by the Company totalling £0.573 million in value were fully or partly repaid (including any premiums due) during the period. Blaze Signs, in particular, repaid a total of £424,794 in three separate payments in the period.
Several investee companies continued to trade well, notably ATG Media, Blaze Signs, DiGiCo and Motorclean. The two investments which completed towards the end of 2011 in EOTH (Equip) and EMaC, have both made good starts and have moved above cost for the first time.
EMaC in particular has recorded a significant uplift.
Further falls in demand led British International to close its scheduled passenger service from Penzance to the Isles of Scilly at the end of October, and performance also suffered from a lack of short-term contract work. In October the company completed the sale of the Penzance heliport to Sainsbury's for redevelopment.
Having added a net £3 million in the period, the portfolio included six acquisition companies actively searching for further investments under the Operating Partner Programme. Two of the acquisition companies were used after the period end as explained above. A number of opportunities are under active consideration.
Further details of transactions in the period and the performance of investee companies are contained in the Investment Manager's Review on pages 8 - 13 of the Annual Report.
Review of results
The Company returned a profit for the period of £1,487,093 (year ended 31January 2012: £1,643,274), comprising a capital return of £1,127,353 (year ended 31 January 2012: £1,212,967) and a revenue return of £359,740 (year ended 31 January 2012: £430,307).
The Company's earnings per Ordinary Share were 5.26 pence per share (year ended 31 January 2012: 6.62 pence per share) comprising 1.27 pence of Income and 3.99 pence of Capital.
The positive capital return is due to the uplift in portfolio valuations. The revenue return for the Company has fallen during the period, from £430,307 to £359,740. This is due principally to only 11 months of income being included, higher expenses and a higher tax charge. Although only 11 months of income is reflected, there has still been an overall increase in income to £973,259, compared to £955,864 for the year to 31 January 2012, for three reasons. Firstly, loan interest from investee companies has increased by £105,456 (15.56%) to £783,053. The rise in loan stock interest reflects the new loan stock investments made over the last year, namely EMaC Limited, DiGiCo Global Limited and most recently Tessella Holdings Limited.
Secondly, in contrast, the Company's dividend income fell by £113,692, principally because the prior year included a dividend from DiGiCo of £135,283, although maiden dividends from Focus and MachineWorks and an increased dividend from ATG Media mitigated this reduction.
Thirdly, interest on bank deposits and money-market funds continued to be modest, rising slightly to £89,667 (year ended 31 January 2012: £71,301) due to higher liquidity following monies raised from the joint offer for subscription and amounts placed on longer-term deposit at a higher rate of interest.
Fund management fees charged to the Income Statement in total have increased by 5.40% to £703,300, in line with the higher net assets than the equivalent period last year. Other expenses have also risen by £60,194 in the period to £362,512 (year ended 31 January 2012: £302,318). This increase was due to higher registrars' fees, printing costs and trail commission costs.
Thirdly, the tax charged against the revenue return rose by £18,752, reflecting higher taxable loan interest, and lower non-taxable dividend income.
Cash available for investment
Cash and liquidity fund balances as at 31 December 2012 amounted to £11.67 million which is advantageous to have at a time of increasing investment opportunities. In the meantime these funds continue to be invested in a number of leading liquidity funds, although two deposits of £1.25 million each have been made in two UK banks, being the Co-operative Bank and Close Brothers. These are fixed for one year at a higher interest rate. A larger sum is also being retained at NatWest to earn a better rate. Despite the frustration of low returns on cash, your Board has taken the view that it would not be prudent to increase counter party or timing exposures unduly for a relatively small overall increase in the return rates. However, the Board continues to keep this policy under active review.
Dividends
Your Board declared an interim dividend of 5 pence per share, made up of a capital dividend of 3.5 pence and an income dividend of 1.5 pence for the year ended 31 January 2012. The dividend was paid on 6 June 2012 to Shareholders on the register on 11 May 2012, bringing cumulative dividends paid per share to 26.70 pence.
The Board is pleased to declare a dividend of 5.5 pence per share which will be paid as an interim dividend, comprising 1 penny from income and 4.5 pence from capital in respect of the period under review. This dividend will be paid on 10 May 2013 to Shareholders on the Register on 12 April 2013.
This payment will bring total cumulative dividends paid and declared since launch to 32.20 pence (31 January 2012: 26.70 pence) per share.
Dividend Investment Scheme
The Scheme is a convenient, easy and cost effective way to build up your shareholding in the Company. Instead of receiving cash dividends, you can elect to receive new shares in the Company. By opting to receive your dividend in this manner, there are three benefits to Shareholders:
- The dividend remains tax free to you;
- Shareholders are allotted new ordinary shares which will, subject to your particular circumstances, attract VCT tax reliefs applicable for the tax year in which the shares are allotted. The tax relief currently available to investors in new VCT shares is 30% for the 2012/13 tax year for investments up to £200,000 in any one tax year; and
- The Scheme also has one other, particular advantage. Under its terms, a member is able to re-invest at an advantageous price, being the average market price of the shares for the five business days prior to the dividend being paid. This price is likely to be at a discount of 10% to the underlying net asset value (provided that this is greater than 70% of the latest published net asset value per share).
Shareholders who wish to participate in the Scheme should contact Capita Registrars, whose contact details can be found on page 61 of the Annual Report. Please note that Shareholders must be registered no later than 15 days prior to the dividend payment date to be eligible for the Scheme.
Change of year-end
As stated above, to facilitate the process of allotting shares arising from any future fund-raisings, the Board decided to amend the Company's accounting reference date to 31 December. Thus these accounts are for the 11 months ended 31 December 2012, but future reports will be for years ending on 31 December.
Investment in qualifying holdings
In order to comply with VCT tax legislation, the Company is
required to meet the target set by HM Revenue & Customs ("HMRC") of investing
70% of the funds raised in qualifying unquoted and AIM quoted companies.
Throughout the period, the Company exceeded this target (based on VCT cost as
defined in tax legislation, which differs from the actual cost given in the
Investment Portfolio Summary on pages 14 - 17 of the Annual Report).
Changes to VCT legislation
The enactment of the Finance Act 2012 has ended a period of
uncertainty in finalising the changes to the tax legislation that will apply
to VCTs in the future. The principal change that affects the Company is that
funds raised after 6 April 2012 can no longer be used by the Investment
Manager to carry out certain types of management buy-out transactions
("MBOs"). However, the Company has a significant amount of cash raised prior
to this date that it will continue to use to pursue its successful strategy of
investing in MBOs of profitable and cash generative companies.
A number of the tests for VCT investment have also been revised by the Finance Act, enabling VCTs to invest in larger companies with up to 250 staff and gross assets of up to £15 million immediately before investment and £16 million immediately after investment. Also, investee companies can now receive up to £5 million in any rolling 12 month period from state-aided sources, which include VCTs.
Share buy-backs
During the period ended 31 December 2012 the Company continued to implement its buy-back policy and bought back 1,095,385 (year ended 31 January 2012: 275,403) Ordinary Shares, representing 4.35% (31 January 2012: 1.23%) of the shares in issue at 1 February 2012 at a total cost of £1,117,828 (year ended 31 January 2012: £280,089). These shares were subsequently cancelled by the Company. The shares above were bought back for an average price of 102.05 pence per share. The share price discount to NAV has narrowed from 11.8% at the start of the period to around 9.9% at the period end, in line with the Board's current policy which is to seek to maintain the discount at which the Company's shares trade at around 10% to the latest announced NAV per share. Remaining Shareholders, of course, will continue to benefit from the difference between the Net Asset Value and the price at which the Shares are bought back and cancelled. Fundraising/Linked offer
The Company raised £5.322 million gross of issue costs in the Mobeus (formerly Matrix) Linked VCT Offer launched on 20 January 2012, which closed on 30 June 2012.
The Company launched a linked fundraising with The Income & Growth VCT plc and Mobeus Income & Growth VCT plc on 29 November 2012 to raise up to £21 million across the three VCTs. The funds raised for the Company of up to £7 million will further improve the Company's liquidity, and spread its fixed running costs over a larger asset base. Further, they will provide a fund of new money which may be used to finance ongoing expenses, dividends and share buy-backs, thus preserving money raised prior to 6 April 2012 to support the Company's successful investment strategy of investing in new MBO deals. Details of the Offer have been posted to Shareholders in December. This Offer has seen a good response and a total of £4.9 million of applications have been received to date for the Company, of which £1.9 million has been allotted.
The Offer will remain open until 30 April 2013 (5 April 2013 in respect of the current tax year) although the Directors of the three VCTs reserve the right to extend the closing date at their discretion.
Selling your shares
The Company's shares are listed on the London Stock Exchange and they can be sold in the same way as any other quoted company through a stockbroker. Shareholders wishing to sell their shares are advised to contact the Company's stockbroker, Panmure Gordon (UK) Limited, by telephoning 020 7886 2716 or 2717 before agreeing a price with your stockbroker. Shareholders are also advised to discuss their individual tax position with their financial advisor before deciding to sell their shares.
Enhanced share buyback facility (EBF)
The Company offered an Enhanced Buyback Facility (EBF) to shareholders in January 2013 by way of a tender offer to purchase from shareholders up to 50% of the issued capital of their VCT. An EBF is a loyalty scheme, whereby the Company buys back some or all of a shareholder's existing shares at the prevailing NAV per share. The resultant proceeds are applied to invest in new shares in the same VCT, at a slightly higher price to cover the costs of the Scheme. Shareholders receive new VCT shares which qualify for upfront income tax reliefs of up to 30% on the amount reinvested. The EBF may not be appropriate for all shareholders particularly if they have not held their shares for a sufficient period to qualify for the upfront tax reliefs.
Shareholders approved this scheme and the associated cancellation of the share premium account at a General Meeting on 22 February 2013. The Court approved the cancellation of the share premium account on 13 March 2013.
Shareholder communication
The Company maintains a programme of regular communication with Shareholders through newsletters and a dedicated website in addition to the Company's Half-Yearly and Annual Reports.
The Board also welcomes the opportunity to meet Shareholders at the Company's General Meetings during which representatives of the Investment Manager are present to discuss the progress of the portfolio. The next AGM of the Company will be held on 10 May 2013.
Shareholder workshop
We received positive feedback from the third shareholder workshop, held on 29 January 2013, which was attended by nearly 140 Mobeus VCT shareholders. The workshops included presentations from the Manager on the portfolio as a whole and from a successful entrepreneur from one of the VCT's investee companies. It is intended that this will be an annual event, to which all shareholders will be invited.
Electronic communication
As we informed Shareholders in the Half-Yearly Report, the Company has adopted electronic communications which enables Shareholders to choose between electing to receive communications by email or as hard copies through the post. This is because we believe that this is the most efficient way of communicating with Shareholders as well as enabling the Company to make savings on postage and printing costs. Accordingly, we have previously informed Shareholders that the principal method of communicating with them would be by email, but offered them the opportunity to elect to continue to receive printed copies of communications through the post. Shareholders who have replied will, depending on the option chosen, receive either an email notifying them that documents have been placed on the Company's website or printed copies of these documents through the post. If they have not replied, they will receive a letter notifying them that documents have been placed on the Company's website but will be given another opportunity to select one of these two communication options in October 2013.
Mobeus website
The Investment Manager has established a new Mobeus website, which can be accessed by going to www.mobeusequity.co.uk. This is regularly updated with information on your investments including case studies of portfolio companies. The Company continues to have its own dedicated section of the website which Shareholders may prefer to access directly by going to www.mig4vct.co.uk. This includes performance tables and details of dividends paid as well as copies of past reports to Shareholders. Presentations and Q & As from the recent investor workshop can also be viewed here.
Industry awards for the Investment Manager
It is pleasing to report that Mobeus won the award for VCT of the Year 2012 at the Investor AllStars Award 2012. It was also named VCT House of the Year 2012 at the Unquote" British Private Equity Awards2012. The citations for these awards recognised Mobeus' outstanding performance in achieving record realisations during the year. The Board is delighted that the work of the Investment Manager has been acknowledged in this way.
Outlook
World stock markets have started the year on the assumption that the global economy is recovering, although key issues such as how the US government resolves its deficit and how Europe moves forward, have yet to be resolved.
The outlook for the UK economy continues to remain uncertain, with the Coalition Government still finding it difficult to formulate a cohesive economic plan for recovery and debt reduction. Minimal economic growth is forecast. Only well-managed and soundly financed companies with robust business models will succeed. The Company has a strong cash position with which to support portfolio companies through a testing period where merited. This is particularly important at a time when UK banks, despite government exhortations, continue to limit, or even withdraw, funds from the smaller company sector.
The Investment Manager continues to investigate a number of investment opportunities at realistic price levels. The Board believes that the VCT's strategy of investing primarily in MBOs and structuring investments to include loan stock will continue to mitigate downside risk. The strategy should contribute to enhancing the Company's performance and help to achieve the objective of attractive dividend payout levels.
Finally, I would like to thank all of our Shareholders for their continuing support.
Christopher Moore Chairman 21 March 2013 INVESTMENT POLICY
The Company's policy is to invest primarily in a diverse portfolio of UK unquoted companies. Investments are structured as part loan and part equity in order to receive regular income and to generate capital gains from trade sales and flotations of investee companies.
Investments are made selectively across a number of sectors, primarily in management buyout transactions (MBOs) i.e. to support incumbent management teams in acquiring the business they manage but do not yet own. Investments are primarily made in companies that are established and profitable.
The Company has a small legacy portfolio of investments in companies from its period prior to 1 August 2006, when it was a multi-manager VCT. This includes investments in early stage and technology companies.
Uninvested funds are held in cash and lower risk money market funds.
VCT regulation
The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue & Customs ("HMRC").
Amongst other conditions, the Company may not invest more than 15% of its investments in a single company or group of companies and must have at least 70% by value of its investments throughout the year in shares or securities comprised in VCT qualifying holdings, of which a minimum overall of 30% by value (70% for funds raised from 6 April 2011) must be in ordinary shares which carry no preferential rights. In addition, although the Company can invest less than 30% (70% for funds raised from 6 April 2011) of an investment in a specific company in ordinary shares it must have at least 10% by value of its total investments in each VCT qualifying company in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules). UK companies
The companies in which investments are made must have no more than £15 million of gross assets at the time of investment and £16 million immediately following the investment to be classed as a VCT qualifying holding.
Asset mix
The Company initially holds its funds in a portfolio of readily realisable interest bearing investments and deposits. The investment portfolio of qualifying investments is built up over a three year period with the aim of investing and maintaining at least 80% of net funds raised in qualifying investments.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses across different industry sectors. To reduce the risk of high exposure to equities, each qualifying investment is structured to maximise the amount which may be investing in loan stock.
Co-investment
The Company aims to invest in larger, more mature unquoted companies through investing alongside three other VCTs advised by Mobeus with a similar investment policy. This enables the Company to participate in combined investments advised on by Mobeus of up to £5 million.
Borrowing
The Company's articles permit borrowings of amounts of up to 10% of the adjusted capital and reserves (as defined herein), however, the Company has never borrowed and the Board has no current plans to undertake any borrowing.
Management
The Board has overall responsibility for the Company's affairs including the determination of its investment policy. Investment and divestment proposals are originated, negotiated and recommended by the Investment Manager and are then subject to formal approval by the Board of Directors. Mobeus Equity Partners LLP also provides Company Secretarial and Accountancy services to the VCT.
INVESTMENT MANAGER'S REVIEW
Overview
During the period under review the Company made one new major investment and one major disposal. The environment for new investment has made it harder to complete new deals, for two principal reasons. Firstly, 2012 saw a second dip into recession which revived uncertainty surrounding the extent and depth of the economic recovery. Secondly, a lack of clarity regarding changes to VCT regulations further depressed a weak corporate finance market. Nonetheless, dealflow has improved in recent months, particularly in terms of the number of deals coming forward, although concluding transactions has continued to be difficult. We are working on a number of promising new investments and are therefore hopeful that the pace of new investment will pick up in 2013 from the earlier quieter period for acquisitions in 2012. Indeed, two deals have completed recently. Uncertainty over the future persists nevertheless, particularly amongst potential sellers of businesses, but our investment approach, combining debt and equity, continues to be compelling to companies seeking investment in a market where availability of bank finance remains patchy at best. This means that management buy out teams are increasingly turning to us as a reliable source of funding for their plans.
The Company's liquidity position at present has strengthened further, so it is well placed to invest. In response, we are broadening the scope of the deals which we target by identifying opportunities to invest more capital to support the expansion of successful businesses in the existing portfolio, including, where appropriate, the deployment of loan funding to support portfolio companies' growth plans.
We continue to believe that the Company's strategy of investing in well-structured MBO deals; supporting highly motivated management teams; focusing on acquiring established, profitable, positive cashflow businesses; and investing partly in income yielding loan stocks substantially increases the degree of downside protection to Shareholders' capital. We have noted the recent change in VCT legislation preventing certain types of MBOs, but also note that this restriction does not apply to the substantial level of funds held by the Company from earlier fundraisings. We have continued to work actively with the management teams of investee companies, encouraging them to take cost cutting measures and discussing their budgets, forecasts and cost structure with them to ensure that their businesses remain as resilient as possible. A number of portfolio companies have made good progress and this is reflected in the valuations of these companies, helping to raise the VCT's NAV per share. The strategy above is executed by retaining and developing a portfolio of successful companies until each has reached the optimal point for a profitable realisation. In the meantime, the portfolio routinely benefits from returns of loan stock interest, dividends and loan repayments, during
the life of an investment. New investment One new investment was completed during the period under review totalling £1,268,647. In July 2012, the Company made the investment to support the MBO of Tessella, an international provider of science-powered technology and consulting services. The Company used its existing investment of £1 million in the acquisition vehicle Sawrey to finance the transaction, along with a further £268,647 from the Company's cash reserves. Founded in 1980, the company delivers innovative and cost-effective solutions to complex real-world commercial and technical challenges such as developing smarter drug trials, and minimising risk in oil and gas exploration. This company has made an encouraging start since investment. We are confident that our Operating Partner programme will continue to generate successful investments for the Company and accordingly £6 million was held in six acquisition vehicles. These companies continue to pursue an active search for investment opportunities. Each of the acquisition vehicles is headed by an experienced Chairman, well known to us, who is working closely with us in seeking to identify and complete investments in specific sectors relevant to their industry knowledge and experience. We have established these companies to provide time for us to identify and invest in suitable target companies at sufficiently attractive valuations.
On 14 March 2013, the Company invested £1,484,302 (including £1,000,000 from Fosse Management Limited, one of the Company's acquisition companies) to support the MBO of Gro-group Limited, a market leader for baby sleep time products in the UK and Australia.
Follow-on investment
Two investee companies received further funds in the 11 months under review. In February 2012, the Company made a follow on investment of £5,275 in Sift. PXP also required a small follow-on investment, of £33,376, which was completed in June 2012 as part of a major re structuring of this company to enable PXP to continue to trade following a period of poor trading in a challenging market. Trading in recent months has started to show improvement. On 18 February 2013, £683,135 held by Almsworthy Trading Limited, one of the Company's acquisition companies, was used to invest further funds into Fullfield Limited (trading as Motorclean) to enable it to acquire rival Company, Forward Valeting Services Limited. This resulted in a repayment of funds to the Company from Almsworthy of £316,865.
Realisations
Against an uncertain economic background, we are pleased to report realisations during the period under review. During the period these have generated net cash of £2.02 million.
In May 2012, the Company realised its entire investment in Iglu.com Holidays, the specialist online ski and cruise holiday travel agent, for net cash proceeds of £1,278,073 through a sale to Growth Capital Partners. This realisation contributed to total cash proceeds of £2,222,323 to the Company over the two and a half year life of the investment, representing a 2.53 times return on the Company's original investment of £878k. We have supported this established online ski agent through a period of rapid growth in its cruise holiday business since the MBO in December 2009. Iglu is now one of the leading distributors of cruise holidays, in the UK, and the largest independent retailer of ski holidays. This company's annual revenues now exceed £90 million. In June 2012, the Company sold its entire investment in Letraset for a cash consideration of £169,343 compared to a valuation of £80,070 at 31 January 2012. Total proceeds to MIG4 VCT over the life of the investment amounted to £0.76 million representing a 1.51 times return on the Company's original investment cost of £0.5 million. The sale of Letraset represented an uplift in the period of 111% over the opening value.
A total of £572,719 (including any premiums paid) has also been received in loan stock repayments from portfolio companies during the 11 months' period to 31 December 2012.
Blaze Signs repaid a total of £424,794 in four separate payments received between May and November 2012, plus interest arrears of £46,741. Fullfield Limited (£85,392) and Tessella Holdings Limited (£18,214) made scheduled payments totalling £103,606 and Duncary 8 Limited repaid a total of £25,000. Finally, Box-it repaid a total of £19,319.
Portfolio review
The Mobeus-invested portfolio at 31 December 2012 comprised 33 investments (31 January 2012: 32) with a cost of £21.6 million (31 January 2012: £18.1 million) and valued at £21.6 million (31 January 2012: £17.8 million), representing 100% of cost (31 January 2012: 98.3%).
The portfolio's performance as a whole has continued to be strong and we are pleased to report that valuations have increased over the year. ATG Media and DiGiCo have again traded well despite the challenges of the economic environment. Blaze has made a steady recovery from the difficulties it experienced during the economic downturn and has benefitted this year from work for the Olympics, enabling it to repay a large part of its loans as noted above. CB Imports continues to trade well despite the general weakness of retail and has grown profitability compared to last year. Focus achieved record results and is performing well on product development and has a healthy pipeline of new products. Fullfield has maintained its solid start and cash generation at this company has been strong, as evidenced by its early partial repayments of its loan stock during the period.
ASL's trading is improving, but the group's overall performance is behind its investment plan. Of the newer investments, EMaC has performed strongly since the MBO in November 2011, despite growing competition in its sector. This Company's valuation has recorded an uplift of 27%. EOTH is continuing to grow despite the difficult market conditions. The Lowe Alpine brand is developing its new clothing range which is due to launch in late 2013. Both companies have moved above cost for the first time due to their promising starts.
British International has had a difficult year. Further falls in demand led British International to close its scheduled passenger service from Penzance to the Isles of Scilly at the end of October, and performance also suffered from a lack of short-term contract work. In October the company completed the sale of the Penzance heliport to Sainsbury for redevelopment.
The continuing downturn in the construction and house building sectors continues to affect the performance of PXP and Plastic Surgeon, although management has worked well to reposition both of these businesses and make the necessary cuts in costs. The market environment for Youngman remains uncertain, although it has traded profitably and is well positioned to benefit from any upturn in its markets. Westway suffered from lower revenues last year but is now growing profits again and has strong customer relationships. RDL has continued to perform below expectations with activity in its IT recruitment business in particular at lower than planned levels. It is however taking measures to improve performance. Faversham has been streamlining its operations although progress is slower than anticipated. Overall, we are encouraged by the strong and resilient performance by most of our investee companies. Our strategy remains to retain investments until they have reached the optimum point for an exit in order to maximise value from each investment.
Outlook
The outlook for the UK economy remains uncertain, but the Company has ample liquidity to pursue its MBO strategy and we are hopeful that we are entering a healthy period of new investment over the coming year. As part of our plans to increase the rate of investment, we are currently pursuing several opportunities to provide further capital for expansion of successful existing investments. The uncertain outlook necessitates that we ensure investee companies take appropriate actions to respond to the challenging environment ahead. We are also maintaining a prudent approach to making new investments and ensuring that the portfolio remains well capitalised. We are confident that good returns can continue to be earned for investors over the medium to long term, if such disciplines are observed. Details of the Company's ten largest investments by value at 31 December 2012 (excluding the six acquisition vehicles in the portfolio (two of which have been utilised since the period-end), which have yet to complete an investment and have a current cost and valuation of £1 million each) are set out below. These represent 43.34% by cost, and 57.25% by value of the portfolio.
TEN LARGEST INVESTMENTS IN THE PORTFOLIO *
ATG Media Holdings Limited DiGiCo Global Limited Ingleby (1879) Limited
(non-qualifying)
www.antiquestradegazette.com www.digico.org www.emac.co.uk
Cost £888,993 Cost £1,334,293 Cost £1,263,817
Valuation £2,321,815 Valuation £1,698,883 Valuation £1,608,925
Basis of valuation Basis of valuation Basis of valuation
Earnings multiple Earnings Earnings
multiple multiple
Equity % held Equity % held Equity % held
8.5% 2.39% 6.32% (fully diluted)
Income receivable in year Income receivable in year Income receivable in year
£95,382 £48,897 £97,142
Business Business Business
Publisher and on-line auction Designer and manufacturer Provider of service plans for the
platform operator of digital audio mixing motor trade
desks
Location Location Location
London Chessington, Crewe
Surrey
History History History
Management buyout Secondary buyout Management buyout
Audited financial information Audited financialAudited financial information
information
Year ended 30 September Year ended 31 December 2011 Year ended 31 December 2011
2012 1
Turnover £10,990,000 Turnover £21,314,000 Turnover £4,990,000
Operating profit £2,704,000 Operating £6,466,000Operating profit £867,000
profit
Net assets £4,612,000 Net assets £7,932,000 Net assets £1,535,000
Year ended 30 September Year ended 31 December 2010 Year ended 31 December 2010
2011 1
Turnover £8,927,000 Turnover £18,757,000 Turnover £4,042,000
Operating profit £1,831,000 Operating £5,501,000Operating profit £1,596,000
profit Net assets £3,179,000 Net assets £8,909,000
Net assets £2,712,000
1 The financial information
quoted above relates to the
operating subsidiary, EMaC
Limited
Tessella Holdings Limited Fullfield Limited CB Imports Group Limited
www.tessella.com www.motorclean.net
www.countrybaskets.co.uk
Cost £1,250,433 Cost £1,110,096 Cost £1,000,000
Valuation £1,250,433 Valuation £1,246,959 Valuation £1,215,002
Basis of valuation Basis of valuation Basis of valuation
Cost Earnings multiple Earnings
multiple
Equity % held Equity % held Equity % held
5.44% 8.75% 5.79%
Income receivable in year Income receivable in year Income receivable in year £41,746
£93,900 £70,237
Business Business Business
Provider of science powered Provider of vehicle Importer and distributor of
technology and consulting cleaning and valet artificial flowers, floral
services services sundries and home décor products.
Location Location Location
Abingdon, Oxfordshire Laindon, East Ardsley, West
Essex Yorkshire
History History History
Management buyout Management buyout Management buyout
Audited financial Audited financial Audited financial information
information information
Year ended 31 March Year ended 31 March Year ended 31 December 2011
20121 20121
Turnover £18,533,000 Turnover £23,818,000 Turnover £23,130,000
Operating £278,000 Operating £1,752,000 Operating £969,000
profit profit profit
Net assets £2,404 ,000 Net assets £9,044 ,000 Net assets £4,421,000
Year ended 31 March Year ended 31 March Year ended 31 December 2010
20111 20111
Turnover £16,941,000 Turnover £22,400,000 Turnover £21,197,000
Operating £346,000 Operating £1,631,000 Operating £2,139,000
profit profit profit
Net assets £2,403,000 Net assets £2,344,000 Net assets £4,259,000
1 The financial information 1 The financial
quoted above relates to the information quoted above
operating subsidiary, relates to the operating
Tessella Limited subsidiary, Motorclean
(previously Tessella plc) Limited
EOTH Limited Focus Pharma Holdings LimitedRDL Corporation Limited
www.equipuk.com www.focuspharmaceuticals.co.uk www.rdlcorp.com Cost £951,471 Cost £605,837 Cost £1,000,000 Valuation £974,934 Valuation £942,787 Valuation £723,122 Basis of valuation Basis of valuation Basis of valuation Earnings multiple Earnings multiple Earnings multiple Equity % held Equity % held Equity % held 1.71% (fully diluted) 3.10% 9.05% Income receivable in year Income receivable in year Income receivable in year £83,598 £39,210 £85,252 Business Business Business Supplier of branded outdoor Licensor and distributor of generic Recruitment consultants for equipment and clothing including pharmaceuticals the pharmaceutical, the Rab and Lowe Alpine brands
business intelligence and
IT industries
Location Location Location
Alfreton, Derbyshire Burton-upon-Trent Woking, Surrey
Stafforrdshire
History History History
Management buyout Management buyout Management buyout
Audited financial information Audited financial information
Audited financial
information
Year ended31 January 2012 Year ended31 December 2011
Year ended 31 December
2011 Turnover £15,504,000 Turnover £22,375,000 Turnover £18,266,000 Operating £1,830,000 Operating profit £1,075,000 Operating £1,214,000 profit
profit
Net assets £6,173,000 Net assets £3,485,000
Net assets £1,501,000
Year ended28 February 2011 1 Year ended31 December 2010
Year ended 31 December
2010 Turnover £13,457,000 Turnover £24,429,000 Turnover £3,700,000 Operating £2,354,000 Operating profit £1,507,000 Operating £279,000 profit
profit
Net assets £4,706,000 Net assets £3,342,000
Net assets £1,846,000
1 The financial information
quoted above relates to the
operating subsidiary, Equip
Outdoor Technologies Limited
Westway Services Holdings
(2010) Limited
www.westwayservices.com
Cost £236,096
Valuation £519,434
Basis of valuation
Earnings multiple
Equity % held
3.15%
Income receivable in year
£19,378
Business
Installation, service and
maintenance of air
conditioning systems
Location
Greenford, Middlesex
History
Management buyout
Audited financial
information
Year ended 28 February
2012
Turnover £23,114,000
Operating £775,000
profit
Net assets £3,444,000
Year ended 28 February
2011
Turnover £27,521,000
Operating £3,942,000
profit
Net assets £3,769,000
The remaining 26 investments in the portfolio (including the six acquisition vehicles in the portfolio at 31 December 2012) had a current cost of £12.603 million and were valued at 31 December 2012 at £9.336 million.
Note: The percentage of equity held disclosed in the ten largest investments above equals the percentage of voting rights held in each of the investee companies.
Further details of the investments in the portfolio may be found on the Mobeus website: www.mobeusequity.co.uk.
----------------
* Excluding the six acquisition vehicles in the portfolio at 31 December 2012
Operating profit is stated before charging amortisation of goodwill where appropriate for all investee companies.
----------------
INVESTMENT PORTFOLIO SUMMARY
as at 31 December 2012
Market sector Date of Total Book Valuation % of % of
investment cost at31 at 30 equity portfolio
December December held by value
2012 2012
£ £ £
Mobeus Equity Partners
Portfolio
ATG Media Holdings
Limited Media Oct-08 888,993 2,321,815 8.50% 10.64%
Publisher and online
auction platform
operator
DiGiCo Global Limited
(formerly Newincco 1124 Technology hardware &
Limited) equipment Dec-11 1,334,293 1,698,883 2.39% 7.78%
Manufacturer of audio
mixing desks
Ingleby (1879) Limited Support services
(trading as EMaC
Limited) Nov-11 1,263,817 1,608,925 6.32% 7.37%
Provider of service
plans for the motor
trade
Tessella Holdings
Limited Support services Jul-12 1,250,433 1,250,433 5.44% 5.73%
Consultancy
Fullfield Limited Support services
(Motorclean Limited) Jul-11 1,110,096 1,246,959 8.75% 5.71%
Vehicle cleaning and
valet services
CB Imports Group
Limited General retailers Dec-09 1,000,000 1,215,002 5.79% 5.56%
Importer and
distributor of
artificial flowers,
floral sundries and
home décor products
Ackling Management Food production and
Limited distribution Jan-12 1,000,000 1,000,000 12.50% 4.58%
Food manufacturing,
distribution and brand
management
Fosse Management
Limited Support services Jan-12 1,000,000 1,000,000 12.50% 4.58%
Brand management,
consumer products and
retail
Peddars Management
Limited Support services Jan-121,000,000 1,000,000 12.50% 4.58% Database management, mapping, data mapping and management services to legal and building industries Almsworthy Trading Limited Support services Mar-12 1,000,000 1,000,000 12.50% 4.58% Specialist construction, building support services, building products and related services Culbone Trading Limited Support services Mar-12 1,000,000 1,000,000 12.50% 4.58% Outsourced services Madacombe Trading Limited Support services Mar-12 1,000,000 1,000,000 12.50% 4.58% Engineering services EOTH Limited (trading as Equip Outdoor Technologies) General retailers Oct-11 951,471 974,934 1.71% 4.46% Distributor of branded outdoor equipment and clothing Focus Pharma Holdings Limited Pharmaceuticals Oct-07 605,837 942,787 3.10% 4.32% Licensor and distributor of generic pharmaceuticals RDL Corporation Limited Support services Jan-10 1,000,000 723,122 9.05% 3.31% Recruitment consultants for the pharmaceutical, business intelligence and IT industries Westway Services Holdings (2010) Limited Support services Jun-09 236,096 519,434 3.20% 2.38% Installation, service and maintenance of air conditioning systems ASL Technology Holdings Support services Dec-10 1,257,133 495,469 6.78% 2.27% Limited Printer and photocopier services Blaze Signs Holdings Limited Support services Apr-06 283,252 432,861 5.72% 1.98% Manufacturer and installer of signs Youngman Group Limited Support services Oct-05 500,026 349,983 4.24% 1.60% Manufacturer of ladders and access towers The Plastic Surgeon Holdings Limited Support services Apr-08 458,837 331,325 6.88% 1.52% Snagging and finishing of domestic and commercial properties British International Holdings Limited Support services Jun-06 295,455 295,455 2.50% 1.35% Helicopter service operator Omega Diagnostics Group plc 1 Pharmaceuticals Dec-10 199,998 266,664 1.96% 1.22% In-vitro diagnostics for food intolerance, autoimmune diseases and infectious diseases Machineworks Software Limited Software and computer services Apr-06 9,329 239,052 4.20% 1.09% Provider of software for CAD and CAM vendors Higher Nature Limited Pharmaceuticals Nov-99 500,127 174,101 10.34% 0.80% Mail order distributor of vitamins and natural medicines Duncary 8 Limited (trading as BG Consulting Limited) Support services Sep-02 101,995 130,307 5.10% 0.60% City-based provider of specialist technical training Racoon International Holdings Limited Personal goods Dec-06 406,805 94,890 5.70% 0.43% Supplier of hair extensions, hair care products and training Vectair Holdings Limited Business services Jan-06
24,732 81,966 2.14% 0.38% Designer and distributor of washroom products Faversham House Holdings Limited media Dec-10 346,488 79,560 6.26% 0.36% Publlisher, exhibition organiser and operator of websites for the environmental, visual communications and building services sectors Monsal Holdings Limited Support services Dec-07 699,444 63,431 6.14% 0.29% Supplier of engineering services to the water and waste sectors Lightworks Software Limited Software and computer services Apr-06 9,329 36,530 4.20% 0.17% Provider of software for CAD and CAM vendors PXP Holdings Limited Construction Dec-06 712,925 15,687 4.39% 0.07% Designer, manufacturer and supplier of timber frames for buildings Legion Group plc (in administration) Business services Aug-05 150,102 - N/A 0.00% Provider of manned guarding, patrolling and alarm response services Watchgate Limited Nov-11 1,000 - 33.33% 0.00% Holding company Iglu.com Holidays Limited General retailers Dec-09 - - N/A 0.00% Online ski and cruise travel agent Letraset Limited Support services Jun-01
- - N/A 0.00% Manufacturer and distributor of graphic art products Box-it Data Management
Limited Support services Feb-10 - - N/A 0.00% Document management and storage Total 21,598,013 21,589,575 98.87% Former Elderstreet Private Equity Portfolio Cashfac Limited Software and computer services Jul-99 260,101 184,074 2.88% 0.84% Provider of virtual banking application software solutions to corporate customers Sparesfinder Limited Software and computer services Aug-99 250,854 60,054 1.70% 0.27% Supplier of industrial spare parts online Sift Group Limited Media Oct-00 135,391 4,464 1.28% 0.02% Developer of business-to-business internet communities Total 646,346 248,592 1.13% Investment Manager's Total 22,244,359 21,838,167 100.00% 1 Quoted on AiM
PRINCIPAL RISKS, MANAGEMENT AND REGULATORY ENVIRONMENT
The Board believes that the principal risks faced by the Company are:
- Economic risk - events such as an economic recession and movement in interest rates could affect trading conditions for smaller companies and consequently the value of the Company's qualifying investments.
- Loss of approval as a Venture Capital Trust - the Company must
comply with section 274 of the Income Tax Act 2007 ("ITA") which allows it to
be exempted from capital gains tax on investment gains. Any breach of these
rules may lead to the Company losing its approval as a Venture Capital Trust
(VCT), qualifying shareholders who have not held their shares for the
designated holding period having to repay the income tax relief they obtained
and future dividends paid by the Company becoming subject to tax. The Company
would also lose its exemption from corporation tax on capital gains. Funds
raised after 5 April 2012 and used by an investee company for the acquisition
of shares in another company are restricted from being qualifying for VCT
purposes. This may reduce the number of investment opportunities for such
funds.
- Investment and strategic risk - inappropriate strategy or consistently weak VCT qualifying investment recommendations might lead to underperformance and poor returns to shareholders.
- Regulatory risk - the Company is required to comply with the Companies Act, the listing rules of the UK Listing Authority and United Kingdom Accounting Standards. Breach of any of these might lead to suspension of the Company's Stock Exchange listing, financial penalties or a qualified audit report. In addition, rules and regulations, or their interpretation, may change from time to time, which may limit the types of investments the Company can make and/or reduce the level of returns which would otherwise be achievable.
- Financial and operating risk - inadequate controls might lead to misappropriation of assets. Inappropriate accounting policies might lead to misreporting or breaches of regulations. Failure of the Investment Manager's and Administrator's accounting systems or disruption to its business might lead to an inability to provide accurate reporting and monitoring.
- Market risk - Investment in unquoted companies, by its nature, involves a higher degree of risk than investment in companies traded on the London Stock Exchange main market. In particular, 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. They may also be more susceptible to changes to political, exchange rate, taxation, economic and other regulatory changes and conditions.
- Asset liquidity risk - The Company's investments may be difficult to realise, especially in the current economic climate.
- Market liquidity risk - Shareholders may find it difficult to sell their shares at a price which is close to the net asset value.
- Counterparty risk - A counterparty may fail to discharge an obligation or commitment that it has entered into with the Company. This may lead to the loss of liquid funds.
- Fraud and dishonesty risk - Fraud may occur involving company assets perpetrated by a third party, the Investment Manager or other service provider.
The Board seeks to mitigate the internal risks by setting policies and by undertaking a key risk management review at each quarterly Board meeting. Performance is regularly reviewed and assurances in respect of adequate internal controls and key risks are sought and received from the Investment Manager on a six monthly basis. In mitigation and in management of these risks, the Board applies rigorously the principles detailed in the AIC Code of Corporate Governance. The Board also has a Share Buy Back policy which seeks to mitigate the Market Liquidity risk. This policy is reviewed at each quarterly Board Meeting.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Directors' Report,
the Directors' Remuneration Report and the financial statements in accordance
with applicable law and regulations. They are also responsible for ensuring
that the Annual Report includes information required by the Listing Rules of
the Financial Services Authority.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law 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 year.
In preparing these financial statements the Directors are required to:
- select suitable accounting policies and then apply them
consistently;
- make judgments and accounting estimates that are reasonable and
prudent;
- state whether applicable UK accounting standards have been
followed, subject to any material departures disclosed and explained in
the financial statements; and
- prepare the financial statements on the going concern basis unlessit is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions, to disclose with reasonable accuracy at any time the financial position of the Company and to 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. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements and other information included in annual reports may differ from legislation in other jurisdictions.
The Directors confirm to the best of their knowledge that:
(a) the financial statements, which have been prepared in accordance with UK Generally Accepted Accounting Practice and the 2009 Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (SORP), give a true and fair view of the assets, liabilities, financial position and the profit of the Company; and (b) the management report, comprising the Chairman's Statement, , Investment Manager's Review, Investment Portfolio Summary and Directors' 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.
The names and functions of the Directors are stated on page 18 of the Annual Report.
For and on behalf of the Board of Directors
Christopher Moore Chairman 21 March 2013 PRIMARY FINANCIAL STATEMENTS Income Statement
for the period ended 31 December 2012
Period ended Year ended
31 December 2012 31 January 2012
Notes Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Unrealised gains on investments 7 - 1,300,844 1,300,844 - 1,409,405 1,409,405
Gains on investments realised 7 - 278,802 278,802 - 247,559 247,559
Income 2 973,259 - 973,259 955,864 - 955,864
Investment management fees 3 (175,825) (527,475) (703,300) (166,809) (500,427) (667,236)
Other expenses (362,512) - (362,512) (302,318) - (302,318)
Profit on ordinary activities before taxation 434,922 1,052,171 1,487,093 486,737 1,156,537 1,643,274
Taxation on ordinary activities 4 (75,182) 75,182
- (56,430) 56,430 -
Profit for the period/year 359,740 1,127,353
1,487,093 430,307 1,212,967 1,643,274
Basic and diluted earnings per ordinary share 6 1.27p 3.99p
5.26p 1.73p 4.89p 6.62p
All the items in the above statement derive from continuing operations of the Company. No operations were acquired or discontinued in the period/year. The total column is the Profit and Loss Account of the Company. There were no other recognised gains and losses in the period/year
Other than revaluation movements arising on investments held at fair value through the profit and loss account, there were no differences between the return as stated above and at historical cost.
The notes below form part of these financial statements.
Balance Sheet
for the period ended 31 December 2012
As at 31 December 2012 As at 31 January 2012
Notes £ £ £ £
Fixed assets
Investments at fair value 7 21,838,167 17,971,357
Current assets
Debtors and prepayments 214,166 200,080
Current investments 9,020,144 8,883,265
Cash at bank 2,645,938 2,511,010
11,880,248 11,594,355
Creditors: amounts falling due within one year (181,144)
(147,047) Net current assets 11,699,104 11,447,308 Net assets 33,537,271 29,418,665 Capital and reserves Called up share capital 8 285,895 252,019 Share premium account 8 12,004,600 6,847,570
Capital redemption reserve 8 905,059 894,105 Revaluation reserve 8 1,529,402 1,204,972 Special distributable reserve 8 12,501,764 14,078,325 Profit and loss account 8 6,310,551 6,141,674 Equity shareholders' funds 8 33,537,271 29,418,665 Basic and diluted net asset value per Ordinary Share 9 117.31p 116.73p
The notes below form part of these financial statements.
Reconciliation of Movements in Shareholders' Funds
for the period ended 31 December 2012
Period ended 31 December 2012 Year ended 31 January 2012
Notes £ £
Opening shareholders' funds 29,418,665 25,345,179
Share capital subscribed 8 5,201,860 3,464,121
Purchase of own shares 8 (1,117,828) (280,089)
Profit for the period/year 1,487,093 1,643,274Dividends paid in period/year 5 (1,452,519)
(753,820)
Closing shareholders' funds 8 33,537,271
29,418,665
The notes below form part of these financial statements.
Cash Flow Statement
for the period ended 31 December 2012
Period ended Year ended
31 December 2012 31 January 2012
Notes £ £
Interest income received 865,212 609,497
Dividend income 136,504 264,438VAT paid and interest thereon - (15,287) Other income 7,264 - Investment management fees paid (768,379) (667,235) Cash payments for other expenses (321,248) (299,720) Net cash outflow from operating activities
(80,647) (108,307) Investing activities Sale of investments 7 2,028,239 7,549,563 Purchase of investments 7 (4,307,298) (4,971,171)
Net cash (outflow)/inflow from investing activities
(2,279,059) 2,578,392 Dividends 7 Equity dividends paid (1,452,519) (753,820)
Cash (outflow)/inflow before liquid resource management and financing (3,812,225) 1,716,265 Management of liquid resources Increase in monies held in current investments
(136,879) (5,238,524) Financing Issue of own shares 5,201,860 5,297,186 Purchase of own shares (1,117,828) (325,081) Increase in cash for the year 134,928 1,449,846
The notes below form part of these financial statements.
NOTES TO THE ACCOUNTS
1 Accounting policies
A summary of the principal accounting policies, all of which have been applied consistently throughout the period, is set out below.
a) Basis of accounting
The accounts have been prepared under UK Generally Accepted
Accounting Practice (UK GAAP) and the Statement of Recommended Practice,
'Financial Statements of Investment Trust Companies and Venture Capital
Trusts' ("the SORP") issued by the Association of Investment Trust Companies
in January 2009. The financial statements are prepared under the historical
cost convention except for the measurement of certain financial instruments at
fair value.
b) Presentation of the Income Statement
In order to better reflect the activities of a VCT and in accordance with the SORP, 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.
c) Change of financial year-end
The Company has changed its financial year end to 31 December and, therefore these financial statements and notes to the accounts relate to the eleven month period to 31 December 2012. The comparatives are for the year to 31 January 2012, and have not been re-stated.
d) Investments
All investments held by the Company are classified as "fair value
through profit and loss", and measured in accordance with the International
Private Equity and Venture Capital Valuation ("IPEVCV") guidelines, as updated
in September 2009. 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.
For investments actively traded in 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. Purchases and sales of quoted investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time frame determined by the relevant market. Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional.
Unquoted investments are stated at fair value by the Directors in accordance with the following rules, which are consistent with the IPEVCV guidelines:
All investments are held at the price of a recent investment for an appropriate period where there is considered to have been no change in fair value. Where such a basis is no longer considered appropriate, the following factors will be considered:
(i) Where a value is indicated by a material arms-length transaction by an independent third party in the shares of a company, this value will be used.
(ii) In the absence of i), and depending upon both the subsequent trading performance and investment structure of an investee company, the valuation basis will usually move to either:-
a) an earnings multiple basis. The shares may be valued by applying a suitable price-earnings ratio to that company's historic, current or forecast post-tax earnings before interest and amortisation (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the Investment Manager compared to the sector including, inter alia, a lack of marketability).
or:-
b) where a company's underperformance against plan indicates a diminution in the value of the investment, provision against cost is made, as appropriate. Where the value of an investment has fallen permanently below cost, 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 Manager, 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.
(iii) Premiums on loan stock investments are accrued at fair value when the Company receives the right to the premium and when considered recoverable.
(iv) Where an earnings multiple or cost less impairment basis is not appropriate and overriding factors apply, discounted cash flow or net asset valuation bases may be applied.
2 Income
Period ended
31 December 2012 Year ended 31 January 2012
£ £
Income from bank deposits 52,568 25,664
Income from investments
- from equities 93,274 206,966
- from overseas based OEICs 37,099 45,637
- from loan stock 783,053 677,597
913,426 930,200
Other income 7,265 -
Total income 973,259 955,864
Total income comprises
Dividends 130,373 252,603
Interest 835,621 703,261
Other income 7,265 -
973,259 955,864
Income from investments comprises
Listed overseas securities 37,099 45,637
Unlisted UK securities 93,274 206,966
Loan stock interest 783,053 677,597
913,426 930,200
Total loan stock interest due but not recognised in the year was £197,941 (31 January 2012: £155,190).
3 Investment Manager's fees
Period ended 31 December 2012
Year ended 31 January 2012
Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Mobeus Equity Partners LLP 175,825 527,475 703,300166,809 500,427 667,236
Under the terms of a revised investment
management agreement dated 12 November 2010, Mobeus Equity Partners LLP
("Mobeus LLP") (formerly Matrix Private Equity Partners LLP ("MPEP") provides
investment advisory, administrative and company secretarial services to the
Company, for a fee of 2% per annum of closing net assets, calculated on a
quarterly basis by reference to the net assets at the end of the preceding
quarter, plus a fixed fee of £112,518 per annum, the latter being subject to
indexation, if applicable.
The investment management fee includes provision for a cap on expenses excluding irrecoverable VAT and exceptional items set at 3.4% of closing net assets at the year-end. In accordance with the investment management agreement, any excess expenses are borne by the Investment Manager. The excess expenses during the period amounted to £nil (year to 31 January 2012: £nil).
Under the terms of a separate agreement dated 1 November 2006, from the end of the accounting period ending on 31 January 2009 and in each subsequent accounting period throughout the life of the company, the Investment Manager will be entitled to receive a performance related incentive fee of 20% of the excess above 6 per cent of the net asset value per share of the annual dividends paid to Shareholders. The performance fee will be payable annually, with any cumulative shortfalls below the 6 per cent hurdle having to be made up in later years. The incentive payment will be shared between the Investment Manager 75% and the Promoter 25%. No incentive fee is payable to date.
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. In line with common practice, Mobeus LLP retain the right to charge arrangement and syndication fees and Directors' or monitoring fees ("deal fees") to companies in which the Company invests.
Under the terms of the Linked Offer for Subscription launched on 20 January 2012 jointly with Mobeus Income & Growth VCT plc and The Income and Growth VCT plc, Mobeus LLP were entitled to 5.5% of gross investment subscriptions, which amounted to £703,097 across all three VCTs involved in the Offer. Under the terms of a similar Linked Offer for Subscription launched on 29 November 2012, Mobeus Equity Partners LLP are entitled to fees of 5.5% of gross investment subscriptions received up to 30 December 2012 and 3.25% of gross investment subscriptions received after 30 December 2012. As at the date of this document, these amounted to £587,752 across all three VCTs involved in the Offer.
4 Taxation on profit on ordinary activities
Period ended 31 December 2012 Year ended 31 January 2012
Revenue CapitalTotal Revenue Capital Total
£ £ £ £ £ £ a) Analysis of tax charge: UK Corporation tax on profits for the period (75,182) 75,182 - (56,430) 56,430 - Total current tax charge (75,182) 75,182 - (56,430) 56,430 - Corporation tax is based on a rate of 20% (2012: 20.17%) b) Profit on ordinary activities before tax 434,922 1,052,171 1,487,093 486,737 1,156,537 1,643,274 Profit on ordinary activities multiplied by small company rate of corporation tax in the UK of 20% (2012: 20.17%) 86,984 210,434 297,418 98,175 233,274 331,449 Effect of: UK dividends (18,655) - (18,655) (41,745) - (41,745) Unrealised gains not taxable - (260,169) (260,169) - (284,075) (284,075) Realised gains not taxable - (55,760) (55,760) - (50,134) (50,134) Marginal relief 6,853 (6,853) - - - - Unrelieved expenditure 37,166 37,166 - 44,505 44,505
Actual current tax charge 75,182 (75,182) - 56,430 (56,430) - Tax relief relating to investment management fees is allocated between revenue and capital where such relief can be utilised. No asset or liability has been recognised for deferred tax in relation to capital gains or losses on revaluing investments as the Company is exempt from corporation tax in relation to capital gains or losses as a result of qualifying as a Venture Capital Trust.
There is no potential liability to deferred tax (year to 31 January 2012: £nil). There is an unrecognised deferred tax asset of £325,046 (31 January 2012: £245,483).
5 Dividends paid and payable
Period ended 31 Year ended 31
December 2012 January 2012
£ £Amounts recognised as distributions to equity holders in the period: Interim income dividend for the year ended 31 January 2012 of 1.5 pence per
435,756 -
Ordinary Share paid 6 June 2012Interim capital dividend for the year ended 31 January 2012 of 3.5 pence per
1,016,763 -
Ordinary Share paid 6 June 2012Final income dividend for the year ended 31 January 2011 of 0.4 pence per Ordinary
- 100,509
Share paid 24 June 2011
Final capital dividend for the year ended 31 January 2011 of 2.6 pence per Ordinary - 653,311
Share paid 24 June 2011
1,452,519* 753,820*
* - Of this amount £164,418 (31 January 2012: £61,301) of new shares were issued as part of the DRIS scheme.
Proposed distributions to equity holders at the period-end: Interim income dividend for the period ended 31 December 2012 of 1.0 pence (year to 302,329
435,756
31 January 2012: 1.5p) per Ordinary share Interim capital dividend for the period ended 31 December 2012 of 4.5 pence (year
1,360,482 1,016,763
to 31 January 2012: 3.5p) per Ordinary share
1,662,811 1,452,519 The interim dividend declared after the period end will be recognised when it is paid to Shareholders and therefore has not been included as a liability in these financial statements.
Set out below are the total income dividends payable in respect of the financial period, which is the basis on which the requirements of section 274 of the Income Tax Act 2007 are considered.
Period ended 31 Year ended 31 January
December 2012 2012
£ £Revenue available for distribution by way of dividends for the period 359,740 430,307
Proposed [interim] income dividend declared for the period ended 31 December
302,329 431,233
2012 of 1 pence (year to 31 January 2012: 1.5 pence) per Ordinary Share
6 Basic and diluted earnings per share
Period ended 31 December Year ended 31 January
2012 2012
£ £Total earnings after taxation: 1,487,093 1,643,274 Basic and diluted earnings per share (note a) 5.26p 6.62p Net revenue from ordinary activities after taxation 359,740 430,307 Basic and diluted revenue return per share (note b)
1.27p 1.73p Net unrealised capital gains 1,300,844 1,409,405 Net realised capital gains 278,802 247,559
Capital expenses (net of taxation) (452,293) (443,997) Total capital return 1,127,353 1,212,967 Basic and diluted capital return per share (note c) 3.99p 4.89p Weighted average number of shares in issue in the period 28,266,790 24,804,482
Notes:
a) Basic earnings per share is total earnings after taxation divided by the weighted average number of shares in issue.
b) Revenue earnings per share is the revenue return after taxation divided by the weighted average number of shares in issue.
c) Capital earnings per share is the total capital profit 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 returns.
7 Investments at fair value
Movements in investments during the period are summarised as
follows:
Traded on AiM Unquoted Unquoted Loan stock Total
equity Shares preference
Shares
£ £ £ £ £
Cost at 31 January 2012 199,998 6,008,914 26,223 12,466,844 18,701,979Unrealised losses at 31 January 2012 (25,000) (2,220) (7,951) (91,759) (126,930) Permanent impairment in value of investments as at 31 January 2012 - (319,319) (1,068) (283,305) (603,692) Valuation at 31 January 2012 174,998 5,687,375
17,204 12,091,780 17,971,357 Purchases at cost - 1,638,651 - 2,668,647 4,307,298 Sale proceeds - (1,473,225) (2,042) (572,719) (2,047,986)
Reclassification at value - (187,955) - 187,955 - Realised gains in the period - 287,335 - 19,319 306,654 Unrealised gains/(losses) in the period 91,666 1,343,418 (1,000) (133,240) 1,300,844 Closing valuation at 31 December 2012 266,664 7,295,599
14,162 14,261,742 21,838,167
Cost at 31 December 2012 199,998 7,689,195 23,113 14,332,053 22,244,359 Unrealised gains/(losses) at 31 December 2012 66,666 (74,277) (7,883) 212,994 197,500 Permanent impairment in value of investments - (319,319) (1,068) (283,305) (603,692) Valuation at 31 December 2012 266,664 7,295,599
14,162 14,261,742 21,838,167
The major components of the increase in unrealised valuations of £1,300,844 in the period were increases of £467,013 in ATG Media Limited, £364,590 in DiGiCo Global Limited, £345,108 in EMaC Limited and £256,044 in Focus Pharma Holdings Limited. These gains were partly offset by falls of £658,748 in ASL Technology Holdings Limited, £211,160 in Faversham House Holdings Limited Limited and £170,420 in RDL Corporation Limited.
Details of investment transactions such as disposal proceeds, valuation movements cost and carrying value at the end of previous period are contained in the Investment Portfolio Summary on pages 14 - 17.
Reconciliation of investment transactions to cash and income statement movements
The difference between sales of investments above of £2,047,986, and the inflow of £2,028,239 shown by the Cash Flow Statement, is £19,747, being transaction costs of £27,852 and an amount receivable at the previous year-end of £8,105. These transaction costs also account for the difference in realised gains between £306,654 shown above and £278,802 disclosed in the Income Statement.
Unrealised gains/(losses) at 31 December 2012 of £197,500 differ to that shown on the Revaluation Reserve of £1,529,402. The difference of £1,331,902 is loan stock received as part of the disposal of DiGiCo Europe Limited in December 2011 which was not recognised as a realised gain in that year.
8 Movement in share capital and reserve s
Called up Share Premium Capital
Revaluation Special Profit and Total
Share redemption reserve distributable loss account
capital reserve reserve * *
£ £ £ £ £ £ £
At 1 February 2012 252,019 6,847,570 894,105 1,204,972 14,078,325 6,141,674 29,418,665
Share buybacks (10,954) - 10,954 - (1,117,828) - (1,117,828)
Shares issued via 1,629 162,789 - - - - 164,418
Dividend re-investment
Scheme
Shares issued via Offer 43,201 4,994,241 - - - - 5,037,442
for Subscriptions
Transfer of realised - - - - (458,733) 458,733 -
losses to Special
distributable reserve
(note)
Realisation of previously - - - (976,414) - 976,414 -
unrealised gains
Dividends paid - - - - - (1,452,519) (1,452,519)
Profit for the period - - - 1,300,844 - 186,249 1,487,093
As at 31 December 2012 285,895 12,004,600 905,059 1,529,402 12,501,764 6,310,551 33,537,271
* - These reserves total £18,812,315 (31 January
2012: £20,219,999) and are regarded as distributable reserves for the purpose
of assessing the Company's ability to pay dividends to shareholders.
The cancellation of the Company's Share Premium Account (as approved by a Special Resolution of the Company passed on 20
June 2001 and confirmed by an Order of the Court dated 5 September 2001) and the cancellation of the share premium on
the further allotted shares (by an Order of the Court dated 19 December 2007) has provided the Company with a special
reserve. One of the purposes of the special reserve is to be treated as distributable profits for the purposes of
funding purchases of the Company's own shares.
The Company is also able to write off existing and future realised capital losses against this reserve, now that the
Company has revoked its investment company status and is obliged to take into account capital losses in determining
distributable reserves. Accordingly, a transfer of £458,733 has been made from the Special Reserve to the Profit and
Loss account, representing current period realised losses.
9 Basic and diluted net asset value per share
Net asset value per Ordinary Share is based on net assets at the end of the period, and on 28,589,452 (31 January 2012: 25,201,906) Ordinary Shares, being the number of Ordinary Shares in issue on that date.
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 net asset value per share.
10 Management of capital
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, so that it can continue to provide returns for shareholders and to provide an adequate return to shareholders by allocating its capital to assets commensurate with the level of risk. By its nature, the Company has an amount of capital, at least 70% (as measured under the tax legislation) of which is and must remain, invested in the relatively high risk asset class of small UK companies within three years of that capital being subscribed. The Company accordingly has limited scope to manage its capital structure in the light of changes in economic conditions and the risk characteristics of the underlying assets. Subject to this overall constraint upon changing the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets if so required to maintain a level of liquidity to remain a going concern.
Although, as the Investment Policy implies, the Board would consider levels of gearing, there are no current plans to do so. It regards the net assets of the Company as the Company's capital, as the levels of liabilities are small and the management of them is not directly related to managing the return to shareholders. There has been no change in this approach from the previous year.
11 Segmental analysis
The operations of the Company are wholly in the United Kingdom, from one class of business.
12 Post balance sheet events
Under the Linked Offer for Subscription launched on 29 November 2012, 1,643,474 new ordinary shares were allotted at a price of 120.1 pence per share raising net funds of £1,869,866, on 14 January 2013.
On 18 February 2013, £683,135 held by Almsworthy Trading Limited, one of the Company's acquisition companies, was used to invest further funds into Fullfield Limited (trading as Motorclean) to enable it to acquire rival Company, Forward Valeting Services Limited. This resulted in a repayment of funds to the Company from Almsworthy of £316,865.
On 13 March 2013, the Court granted authority to the Company to cancel the balance on its share premium account of £13,858,090.
On 14 March 2013, the Company invested £1,484,302 (including £1,000,000 from Fosse Management Limited, one of the Company's acquisition companies) to support the MBO of Gro-group, a market leader for baby sleep time products in the UK and Australia.
13 Dividends
The Directors have declared an interim dividend of 5.5 pence per share. The dividend will be paid on 10 May 2013 to Shareholders on the Register 12 April 2013. Shareholders who wish to have dividends paid directly into their bank account rather than sent by cheque to their registered address can complete a mandate for this purpose. Mandates can be obtained by telephoning the Company's Registrars, Capita Registrars on 0871 664 0300, (lines are open 8.30 am - 5.30 pm Mon - Fri, calls cost 10p per minute plus network extras - if calling from overseas please ring +44 208 639 2157) or by writing to them at Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Alternatively you may visit their website, www.capitaregistrars.com/shareholders.
14 Statutory information
The financial information set out in these statements does not constitute the Company's statutory accounts for the year ended 31 December 2012 in terms of section 434 of the Companies Act 2006 but is derived from those accounts. Statutory accounts for the year ended 31 December 2012 will be delivered to Companies House following the Company's Annual General Meeting. The auditors have reported on those accounts: their report was unqualified and did not contain a statement under Section 498 of the Companies Act 2006.
15 Annual Report
The Annual Report for the year ended 31 December 2012 will shortly be made available on the Company's website: www.mig4vct.co.uk. and Shareholders will be notified of this by email or post or sent a hard copy in the post in accordance with their instructions. Copies will be available thereafter to members of the public from the Company's registered office.
16 Annual General Meeting
The Annual General Meeting of the Company will be held at 12.00 noon on Friday, 10 May 2013 at the offices of Mobeus Equity Partners, 30 Haymarket (4th floor), London, SW1Y 4EX.
Contact details for further enquiries:
Robert Brittain of Mobeus Equity Partners LLP (the Company Secretary) on 020 7024 7600 or by e-mail to mig4@mobeusequity.co.uk.
Mark Wignall or Mike Walker at Mobeus Equity Partners LLP (the Investment Manager) on 020 7024 7600 or by e-mail to info@mobeusequity.co.uk.
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.
