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MIG Mobeus Income & Growth 2 Vct Plc

59.00
0.00 (0.00%)
10 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Mobeus Income & Growth 2 Vct Plc LSE:MIG London Ordinary Share GB00B0LKLZ05 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 59.00 57.50 60.50 59.00 59.00 59.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Trust,ex Ed,religious,charty -7.57M -9.64M -0.0987 -5.98 57.62M

Mobeus Income & Growth 2 VCT PLC Annual Financial Report (1302C)

23/06/2016 4:07pm

UK Regulatory


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TIDMMIG

RNS Number : 1302C

Mobeus Income & Growth 2 VCT PLC

23 June 2016

Mobeus Income & Growth 2 VCT plc

Results announcement for the year ended 31 March 2016

Mobeus Income & Growth 2 VCT plc, ("MIG2", the "Company", "VCT", or the "Fund") is a Venture Capital Trust ("VCT") advised by Mobeus Equity Partners LLP ("Mobeus"), investing primarily in established, unquoted companies.

OBJECTIVE OF COMPANY

The Objective of the Company is to provide investors with a regular income stream, arising both from the income generated by companies selected for the portfolio and from realising any growth in capital, while continuing at all times to qualify as a VCT.

VENTURE CAPITAL TRUST STATUS

Mobeus Income & Growth 2 VCT has satisfied the requirements for full approval as a Venture Capital Trust under section 274 of the Income Tax Act 2017 ("ITA"). It is the Directors' intention to continue to manage the Company's affairs in such a manner as to comply with section 274 of the ITA.

FINANCIAL HIGHLIGHTS

Results for the year ended 31 March 2016

-- Net Asset Value ("NAV") and Share Price Total Return per share for the year was 7.9% and 5.5% respectively.

   --      Shareholders received an interim dividend of 5.00 pence per share on 18 March 2016. 

-- A special interim dividend of 5.00 pence per share for the year ending 31 March 2017 has been declared by the Board, payable on 8 August 2016. This will bring total dividends paid since inception of the current share class* to 52.00 pence per share.

-- GBP4.51 million was invested during the year into four new investments totalling GBP4.19 million with a further GBP0.32 million invested into existing investments.

-- A total of GBP5.00 million was received as net cash proceeds from realisations, compared with a total cost of GBP2.84 million.

   --      Total liquid assets available for investment are GBP20.44 million. 

Note: The above data does not reflect the benefit of income tax relief.

*The first allotment of the former "C" share class, now the current share class, took place on 23 December 2005.

Performance Summary

The NAV per share as at 31 March 2016 was 119.61 pence.

The table below shows the recent past performance of the current share class, first raised in 2005 at an original subscription price of 100p per share before the benefit of income tax relief. Performance data for all fundraising rounds are shown in the tables on pages 69 and 70 of the Annual Report and Financial Statements (the "Annual Report").

 
                                                                                                                                                   Cumulative total return per share 
                                                                                                                                                                        since launch 
----------------------  -----------  ------------------------------------  -------------------------------  ------------------------------------ 
                                                                                                                                                   (NAV basis)   (Share price basis) 
                         Net assets                                         Share price (mid-market price)   Cumulative dividends paid per share        (p)(2)                (p)(3) 
  Reporting date as at      (GBP m)   Net asset value (NAV) per share (p)                           (p)(1)                                   (p) 
----------------------  -----------  ------------------------------------  -------------------------------  ------------------------------------  ------------  -------------------- 
 31 March 2016                43.14                                119.61                           105.25                                 47.00        166.61                152.25 
 31 March 2015                42.10                                115.45                           104.50                                 42.00        157.45                146.50 
 31 March 2014(4)             33.88                                120.73                           103.50                                 23.00        143.73                126.50 
 30 April 2013                25.70                                106.75                            70.30                                 18.00        124.75                 88.30 
 30 April 2012                24.53                                 98.71                            67.00                                 14.00        112.71                 81.00 
 

(1) Source: London Stock Exchange.

(2) NAV as at the reporting date plus cumulative dividends paid since shares were first allotted in the fund in December 2005.

(3) Mid-market share price as at the reporting date plus cumulative dividends paid since shares were first allotted in the fund in December 2005.

(4) Data relates to an 11 month period, as the Company shortened its accounting period by 1 month during the year.

The data in the table above excludes the benefit of any income tax relief.

Chairman's Statement

I am pleased to present the annual results of Mobeus Income & Growth 2 VCT plc for the year ended 31 March 2016.

Overview of performance

It has been a solid year for the Company. The Net Asset Value ("NAV") Total Return was 7.9% (2015:11.4%) for the year.

This year's return benefited from one realisation at a substantial gain over both cost and its valuation at the start of the year, as well as several other partial, profitable realisations. In addition, a number of existing investee companies have returned good performances in the portfolio, causing an increase in their valuations.

At 31 March 2016, your Company was rated 5th out of 31 VCTS, 2nd out of 44 VCTs, 3rd out of 53 VCTs and 21st out of 55 VCTs over the previous 10, 5, 3 and 1 years respectively in the Association of Investment Companies' analysis of NAV Cumulative Total Return for all Generalist VCTs.

Further details of the calculations demonstrating the Company's performance for the year are contained in the Strategic Report in the Annual Report.

Shareholders will have noted that the UK Finance (No2) Act 2015, which became law in November 2015, requires some changes to the type of investment that the VCT is now permitted to make. These regulatory changes will require the Company to amend its Investment Policy. For further explanation, please refer to the Industry developments and Changes to the Investment Policy sections below.

Dividends

The Company paid an interim dividend of 5.00 pence (2015: two interim dividends of 14.00 pence and 5.00 pence) per share on 18 March 2016, meeting the Company's annual dividend target of a minimum of 5.00 pence per share for the year.

Shareholders will be pleased to note that a special interim dividend of 5.00 pence per share in respect of the financial year ending 31 March 2017 has been declared by the Board. It will be paid on 8 August 2016 to shareholders on the register on 1 July 2016. This will bring cumulative dividends paid to 52.00 pence per share since the launch of the current share class.

Investment portfolio

There has been a steady flow of new investments resulting in a total of GBP4.51 million being successfully invested in six new and existing investee companies during the year. GBP4.19 million related to investments into Jablite, Tushingham, Access IS and Redline. A further GBP0.32 million was invested into existing companies.

Cash proceeds totalled GBP5.00 million in the year, reflecting principally GBP2.10 million received from one sale, GBP0.84 million of deferred consideration received from sales in the previous year and GBP2.06 million received from loan repayments from existing companies. Realised gains over the original cost of investments sold or partially sold were GBP2.16 million.

Full details of all of these transactions are included in the Investment Review in the Annual Report.

A number of companies in the portfolio continued to perform well, although several have experienced more mixed results but the performance of the portfolio as a whole remained good. The current portfolio at the year-end was valued at GBP29.33 million (2015: GBP22.35 million). The movement in value is due to new investment of GBP9.16 million (including companies preparing to trade), and an increase in valuations of GBP1.09 million less disposals (at opening valuation) of GBP3.27 million, in the year.

Industry developments

The UK Finance (No 2) Act 2015 became law on 18 November 2015. This introduced rules designed to ensure that VCTs comply with the new European Union ("EU") State Aid rules, while remaining able to provide finance to small and growing businesses.

The UK's VCT scheme must comply with EU State Aid rules, as the tax relief given to investors is deemed to be State Aid to the companies in which the VCTs invest. They prohibit governments from providing State Aid to companies which are deemed capable of raising finance from investors, banks and financial assistance without such support.

The new VCT rules have introduced new criteria regarding:

-- a requirement that VCT investment is to be used for growth and development purposes only; and

-- the maximum age of companies that are eligible for investments (generally seven years); and

-- besides an annual limit of GBP5 million, already in place, there is now also a lifetime cap on the total amount of State Aid risk finance investment a company can receive (generally GBP12 million).

Impact on the Company's Investment Policy

The practical consequences of the application of these EU State Aid rules by the UK Finance (No 2) Act 2015 are that the range and size of potential investments open to generalist VCTs, such as Mobeus Income & Growth 2 VCT plc, will reduce. The Government has decided that VCT investments made to finance the purchase of existing business owners' shareholdings and the acquisition of businesses will no longer be permitted. Previous legislation had prevented such transactions if they used the VCT's funds raised after 5 April 2012. The UK Finance (No 2) Act 2015 has extended this restriction firstly, to apply to previously exempted monies raised prior to 5 April 2012 and secondly, to prevent such investment, even if it would be a non-qualifying holding. The new rules will prevent all VCTs' future participation in funding management buyout ("MBO") transactions. However, such investments that have already been made remain qualifying investments as part of our investment portfolio.

The UK Finance (No 2) Act 2015 requires the VCT to re-adjust its focus for new investments to provide growth capital to younger companies, which is likely to alter the balance of the portfolio of the Company over a number of years. The UK Government has also announced an intention to permit VCTs to provide some replacement capital finance within investments, subject to agreement with the EU State Aid authorities. If this comes to pass, it would enlarge the pool of possible investment opportunities for VCTs compared to the more restricted regime that now applies under the new VCT Rules.

How could these changes affect returns?

The change in focus to investments in younger, smaller companies requiring growth (and possibly replacement) capital carries a higher risk, but also the prospect of higher, but more variable, returns. Generating the level of consistently high returns achieved over the last six years in particular is likely to be more challenging.

Shareholders should note that the nature of the more restrictive range and size of new potential investments is likely to reduce gradually the overall income yield on the portfolio as a whole, although there should be a commensurate increase in the level of capital returns albeit with a more volatile profile. However, shareholders should note that the existing portfolio is comprised almost exclusively of MBO investments whose full potential should be realised over the next five years or so and thus changes to the balance of the portfolio and therefore to the risk and reward metrics are likely to be gradual.

Previously, the Board has set a minimum average return target of 8% per annum that the Company should achieve. The Board is now considering an appropriate target to take account of the changed circumstances outlined above.

How is the Company responding?

Your Board has questioned the Investment Adviser on its ability to comply with the new rules. The Board is pleased to note that recruitment of two senior hires with extensive experience of growth capital has already taken place and further recruitment is planned. The Board has confidence in the Investment Adviser, justified by the past strong returns to shareholders, being able to adapt its investment approach to the new rules so as to generate attractive returns in the future.

Changes to the Investment Policy

The new VCT legislation above requires revisions to this VCT's current Investment Policy (the "Policy") which, in turn, will require the approval by shareholders of an ordinary resolution that will be proposed at the Annual General Meeting. Although the proposed changes to the Policy appear substantial, the underlying investment methodology remains broadly similar with one principal exception. The current Investment Policy makes particular reference to investing in MBO transactions, which we propose to remove as VCTs are no longer permitted to fund them.

The current policy also includes some of the key specific VCT legislative requirements, which we propose are removed, to be replaced by an intent that every investment will meet the requirements of prevailing VCT legislation. This should reduce the requirement to amend the Policy, which can be a costly and time-consuming process, each time VCT legislation changes.

The proposed Policy retains flexibility to enable the Board and the Investment Adviser to consider a wide range of opportunities amongst established businesses to provide growth capital under the new VCT legislative environment. These amendments should also ensure that your Company complies with the new EU State Aid Rules and thereby continues to retain its VCT qualifying status. The potential impact of the changes on the VCT's portfolio and investment risk is set out under Industry developments above.

Further details of the proposed changes to the Policy itself are contained in the Directors' Report, in the Annual Report, explaining the ordinary resolution to approve a revised Policy. The Board strongly recommends that shareholders approve the resolution. If the resolution is not approved, the Company is unlikely to continue to operate under current VCT regulations, and the Board will need to explore alternative strategies which may have a substantial impact on the Company and its shareholders.

Your Directors continue to work closely with Mobeus and our other professional advisers to understand the full implications of the new rules, so as to apply the revised Policy at a practical level. There remain many detailed points to be clarified in interpreting the new legislation. The draft VCT Guidance published by HMRC in May has provided some clarification in respect of the application of the new rules, which the Investment Adviser is now reviewing. Practical experience in applying the Guidance to particular transactions, once the former is finalised, will also be needed.

Share buybacks

During the year ended 31 March 2016, the Company bought back 1.1% (2015: 2.2%) of its share capital in issue at the beginning of the year, maintaining an average discount of 10%. Further details are included in the Strategic Report and the Directors' Report in the Annual Report.

Liquidity

At 31 March 2016, net assets were GBP43.14 million (2015: GBP42.10 million), comprising principally GBP22.60 million (2015: GBP19.97 million) in investments (52.3% of net assets (2015: 47.4 %)) and liquidity of GBP20.44 million (2015: GBP22.12 million) (47.4% of net assets (2015: 52.5%)). GBP6.74 million (2015: GBP2.38 million) of this liquidity was invested in companies preparing to trade. This factor explains why the return on the investment portfolio of 12.6% for the year exceeds the NAV return of 7.9%.

These figures indicate a relatively high level of liquidity currently held by the Company, bolstered by last year's fundraising and substantial realisation proceeds over the last two years. The Board is conscious that this level of liquidity may reduce overall returns in the short term, until further sums are applied to new investments. The unexpected changes in the VCT Rules are likely to slow down the rate of new investment initially. In the meantime, the Company continues to seek opportunities to increase returns on its liquid assets without compromising the overriding requirement that any risk to the liquid assets within the portfolio be minimised. Of the liquidity above, GBP7.38 million is spread across deposit and term accounts at four UK banks and GBP13.06 million is held in a selection of money market funds with AAA credit ratings.

Fundraising

Having considered the level of liquidity above, the Board has concluded that there is no need to raise further funds in the current tax year.

Industry awards for the Investment Adviser

Your Board is pleased to see the Investment Adviser, once again, winning significant industry awards. The Investment Adviser was named VCT House of the Year for the fourth consecutive year at the unquote" British Private Equity Awards 2015 and also received the award for Exit of the Year for Focus Pharmaceuticals. In addition, Mobeus was named VCT Manager of the Year by Investor Allstars. These three awards recognised again the continuing high level of performance achieved by the Investment Adviser in all areas of its activity including deals, exits, portfolio management and fundraising.

Annual General Meeting

The Annual General Meeting of the Company will be held at 11.00 am on Thursday, 15 September 2016 at 33 St James's Square, London SW1Y 4JS. Both the Board and the Investment Adviser look forward to welcoming shareholders to the meeting which will provide shareholders with the opportunity to ask questions and to receive a presentation from the Investment Adviser on the investment portfolio. The Notice of the meeting is included on pages 72 to 74 of the Annual Report, which includes a resolution approving the proposed changes in the Investment Policy, which I referred to above under "Changes to the Investment Policy".

Shareholder Communications

The annual shareholder event was held on Tuesday 26 January 2016 at the Royal Institute of British Architects in central London. This annual event included presentations on the Mobeus advised VCTs' investment activity and performance including presentations by the Chief Executives of Jablite and Plastic Surgeon. There were separate day-time and evening sessions, and feedback from those who attended found it informative and worthwhile.

A similar event will be held on 24 January 2017 once again at the Royal Institute of British Architects in central London. Further details and an invitation will be sent to shareholders in due course.

Future prospects

A number of global uncertainties continue to overshadow investment markets, which in turn could affect the VCT.

As indicated, we are proposing changes to the Company's current Investment Policy at the forthcoming AGM to ensure full compliance with the provisions of the UK Finance (No 2) Act 2015. There may be a reduction in the level of new investment in the shorter term while the Investment Adviser identifies opportunities that comply with the requirements of the new legislation.

The Company and its Investment Adviser are confident that they will be able to adjust to the changes in VCT regulation introduced by the UK Finance (No 2) Act 2015, and still produce attractive returns in the future. The existing portfolio continues to perform well and to provide a good foundation for future performance.

Finally, I would like to express my thanks to all shareholders for their continuing support of the Company.

Nigel Melville

Chairman

23 June 2016

Investment Review

Portfolio review

This has been another positive year for the investment portfolio. The market continued to provide a healthy pipeline of good investment opportunities and conditions have remained favourable for both new investment and realisations. The portfolio is performing well, demonstrated by the fact that the valuation of the portfolio as a whole has increased by 12.6% during the year on a like-for-like basis*. The portfolio continues to be cash generative and many companies made partial repayments of their loan stock during the year.

Investments are spread across a number of sectors, primarily in support services, general retailers, media and fixed line telecommunications and software and computer services.

The Company made four new and two follow-on investments in the year, investing GBP4.51 million in total. Realisations totalled GBP5.00 million, the highlight being the sale of Tessella in December 2015. This realised cash proceeds of GBP2.10 million, and a gain over current cost of GBP1.39 million, being 3.85 pence per share. Total proceeds over the life of the investment were GBP2.55 million, representing a return of 2.8 times the original cost of the investment of GBP0.91 million, over the three and a half years that this investment was held.

Further proceeds from several investments sold in previous years totalled GBP0.84 million. Finally, GBP2.06 million, comprising loan repayments from companies held within the portfolio, make up the balance of total net realisation proceeds of GBP5.00 million.

Further details of the portfolio transactions above are included later under New investment and Realisations.

Impact of changes in VCT Rules

The changes to VCT Rules, introduced by the UK Finance (No2) Act 2015, have required all VCTs to reconsider the type of investments that they can make in future. This process is not yet complete and we anticipate a phase of familiarisation with the practical application of the rules. The new environment in which your Company is now operating is better defined than it was when first announced (but further clarity is needed) and this will support the Company in applying its Investment Policy at a detailed level to be consistent with the new VCT Rules. It is hoped that finalisation of the draft guidance recently published by HMRC will also assist this process. Nevertheless we have been able to make two investments under the new rules, in Redline in February 2016, and in MPB Group Limited after the year end in June 2016.

In response to the changes, we also intend to recruit additional investment professionals, who will focus primarily upon growth capital transactions and supplement our current resources. Mobeus are pleased to have already recruited both a senior experienced individual to head up this team, and another senior experienced individual, who both have a good track record of profitable investments in the VCT growth capital sector.

Mobeus Equity Partners LLP

*"Like for like" basis is calculated by dividing the value of the portfolio at 31 March 2016 plus the proceeds of any realisations that occurred in the year less the total cost of new investments made in the year, with the portfolio valuation at 31 March 2015.

New investment

A total of GBP4.51 million was invested in new deals during the year under review. This included GBP4.19 million in new investments into Jablite, Tushingham, Access IS and Redline and GBP0.32 million in two follow-on investments in CGI Creative Graphics International and Racoon International.

 
 
 

Principal new investments in the year

 
 Company              Business                   Date of        Amount of 
                                                  Investment     new Investment 
                                                                 (GBPm) 
-------------------  -------------------------  -------------  ---------------- 
                        Expanded polystyrene 
 Jablite                      products           April 2015         0.84 * 
-------------------  -------------------------  -------------  ---------------- 
 
   Jablite is the UK's largest domestic manufacturer 
   of Expanded Polystyrene products operating under 
   two divisions manufacturing packaging (Styropack) 
   and construction (Jablite) products. The business 
   was acquired from its Dutch parent and operates 
   from five production sites in the UK. For the 
   year ended 31 December 2014, Jablite Limited 
   and Styropack (UK) Limited generated annual sales 
   of GBP32.83 million and GBP15.17 million respectively 
   and profit before interest, tax and amortisation 
   of goodwill of GBP2.01 million and GBP0.34 million 
   respectively. 
 
   * GBP0.84 million was invested into Duncary 16, 
   a company preparing to trade, on 2 April 2015. 
   This enabled Duncary 16 to acquire Jablite on 
   23 April 2015. Duncary 16 has subsequently changed 
   its name to Jablite Holdings Limited. 
------------------------------------------------------------------------------- 
 Tushingham           Supplier of watersports 
  Sails                equipment                  July 2015          0.72* 
-------------------  -------------------------  -------------  ---------------- 
 Tushingham Sails is a supplier of sails to the 
  UK windsurfing market. It has recently moved 
  into the young and rapidly expanding watersport 
  of stand-up paddleboarding, as the manufacturer 
  of its own fast growing brand called Red Paddle. 
  The Company's design ethos and historical market 
  knowledge have enabled Tushingham to penetrate 
  this world market and we are optimistic that 
  its strong growth will continue. The Company 
  had a turnover of GBP7.54 million and generated 
  an adjusted profit before interest, tax and amortisation 
  of goodwill of GBP1.08 million during the year 
  ended 28 February 2015. 
 
  * GBP0.85 million was invested in Vian Marketing, 
  a company preparing to trade, which acquired 
  Tushingham Sails Limited. This resulted in a 
  net repayment to the Company of GBP0.13 million. 
------------------------------------------------------------------------------- 
                      Data capture and           October 
 Access IS             scanning hardware          2015               1.95* 
-------------------  -------------------------  -------------  ---------------- 
 Access IS is a leading provider of data capture 
  and scanning hardware. The company has a significant 
  share of the worldwide market for this technology 
  in airports and strong positions in the fast 
  growing markets of both ID & Security and Transport 
  & Ticketing. This was an opportunity to invest 
  in a longstanding and profitable business that 
  is well positioned in its niche market. The company's 
  latest audited accounts for the year ended 31 
  December 2014 show annual sales of GBP9.95 million 
  and profit before interest, tax and amortisation 
  of goodwill of GBP1.22 million. 
 
  *GBP0.85 million invested into Tovey Management 
   Limited, a company preparing to trade and GBP0.88 
   million held in Knighton Management Limited, a 
   company preparing to trade held at 31 March 2015, 
   along with GBP0.22 million from the Company, were 
   used for this investment. 
------------------------------------------------------------------------------- 
                      Provision of security      February 
 Redline Worldwide     products and services      2016               0.68* 
-------------------  -------------------------  -------------  ---------------- 
 Redline Worldwide Limited ("Redline") is a market 
  leader in the provision of security consultancy 
  and training services to airlines, governments, 
  institutions, airports and global distribution 
  companies. Redline currently operates predominantly 
  in the aviation security market and is at the 
  forefront of counter terrorism training and services. 
  The investment will be applied to enable the 
  Company to grow in its core aviation market and 
  in other sectors. The company's latest accounts 
  for the year ended 31 March 2015 show turnover 
  of GBP4.81 million and profit before interest, 
  tax and amortisation of goodwill of GBP0.82 million. 
  * GBP0.85 million invested in Pound FM Consultants 
  Limited, a company preparing to trade, was used 
  for this investment. This resulted in a net repayment 
  of GBP0.17 million to the Company. Pound FM Consultants 
  Limited has subsequently changed its name to 
  Redline Worldwide Limited. 
------------------------------------------------------------------------------- 
 

New Investment after the year-end

 
 Company                            Business                   Date of           Amount of 
                                                                Investment        new Investment 
                                                                                  (GBPm) 
---------------------------------  -------------------------  ----------------  ---------------------- 
                                       Online marketplace 
                                         for used photo 
 MPB Group                             and video equipment        June 2016              0.37 
---------------------------------  -------------------------  ----------------  ---------------------- 
 MPB is Europe's leading online marketplace for 
  used photo and video equipment. Based in Brighton, 
  their custom-designed pricing technology enables 
  MPB to offer both buy and sell services through 
  the same platform and offers a one-stop shop 
  for all its customers. The investment is to fund 
  expansion of their platform globally, with launches 
  into both the US and German markets. The company's 
  latest audited accounts for the year ended 31 
  March 2015 show turnover of GBP7.49 million and 
  profit before interest, tax and amortisation 
  of goodwill of GBP0.30 million. 
------------------------------------------------------------------------------------------------------ 
 Company                            Business                   Date of           Amount of 
                                                                Investment        new Investment 
                                                                                  (GBPm) 
---------------------------------  -------------------------  ----------------  ---------------------- 
                                    Producer of adhesive 
                                     decorative graphics 
 CGI                                 for vehicles              June 2015                 0.27 
---------------------------------  -------------------------  ----------------  ---------------------- 
 CGI Creative Graphics International is a leading 
  specialist provider of adhesive decorative graphics 
  to the automotive, recreational vehicle and airline 
  markets. It operates from two centres, in Bedford, 
  England and Cape Town, South Africa. The VCT 
  made a further loan stock investment in June 
  2015 which had been negotiated at the time of 
  the original investment in June 2014. The Company's 
  latest audited accounts for the year ended 28 
  February 2015 show annual sales of GBP9.19 million 
  and profits before interest, tax and amortisation 
  of goodwill of GBP1.30 million. 
------------------------------------------------------------------------------------------------------ 
                                    Hair extension, 
                                     hair care products        October 
 Racoon International                and training               2015                     0.05 
---------------------------------  -------------------------  ----------------  ---------------------- 
 Racoon International is a premier supplier of 
  ethically sourced hair for hair extensions. A 
  small further investment had been made in January 
  2015 with the expectation that this, together 
  with the appointment of a successful sales-orientated 
  Mobeus operating partner to the management team 
  of the business, will add value to a previously 
  unsuccessful investment. A further GBP0.05 million 
  was advanced in October 2015 to provide working 
  capital. Racoon has a GBP1.57 million turnover 
  and generated profit before interest, tax and 
  amortisation of goodwill in the year ended 31 
  March 2015 of GBP0.01 million. 
------------------------------------------------------------------------------------------------------ 
 
   The VCT also invested a further GBP4.25 million 
   into new companies preparing to trade, in April 
   2015 and a further investment of GBP1.00 million 
   into an existing company preparing to trade, 
   in July 2015. 
 
   Realisations 
   As noted in the portfolio review above, the sale 
   of Tessella Holdings Limited generated attractive 
   returns, realising sale proceeds in the year 
   totalling GBP2.10 million. Other capital receipts 
   were GBP0.84 million being a further consideration 
   of GBP0.68 million received in respect of investments 
   realised in earlier periods, most notably Focus 
   Pharma (GBP0.37 million), Monsal Holdings (GBP0.09 
   million) and Youngman (GBP0.07 million), and 
   GBP0.16 million from Newquay Helicopters (2013) 
   Limited, as interim distributions resulting from 
   the members' voluntary liquidation of the company. 
   With the loan repayments of GBP2.06 million (listed 
   below), total net cash proceeds for the year 
   amounted to GBP5.00 million. 
------------------------------------------------------------------------------------------------------ 
 Company                           Business                   Period of          Total cash 
                                                              investment         proceeds 
                                                                                 over the 
                                                                                 life of 
                                                                                 investment/ 
                                                                                 Multiple 
                                                                                 over cost 
--------------------------------  -------------------------  -----------------  ---------------------- 
 Tessella                          Science powered            July 2012          GBP2.55 
                                   technology and             - December          million 
                                   consulting services        2015                2.8 times 
                                                                                  cost 
--------------------------------  -------------------------  -----------------  ---------------------- 
 The VCT sold its investment in Tessella to 
  the French engineering consultancy, Altran 
  Group plc for GBP2.10 million. Founded in 1980, 
  Tessella is now a global business. In 2011 
  the company received the prestigious Queen's 
  Award for Enterprise in innovation for its 
  work on preserving the integrity of digital 
  information over long periods of time, irrespective 
  of numerous changes in technology. As part 
  of the sale transaction, the Company has retained 
  a small investment in this data archiving business, 
  Preservica, which was previously held within 
  Tessella. The sale returned an IRR of 42% and 
  during the three and a half years of this investment, 
  revenue has increased by 43% from GBP18.5 million 
  in 2012 to GBP26.5 million forecast for the 
  current financial year. 
------------------------------------------------------------------------------------------------------ 
 Loan stock repayments 
 
  Loan stock repayments totalled GBP2.74 million 
  for the year, including GBP0.68 million as 
  part of the proceeds from the Tessella realisation 
  above. Positive cash flow at four other companies 
  contributed to the balance of GBP2.06 million, 
  summarised below:- 
 Company                            Business                   Month                    Amount (GBP000's) 
 Leap New Co                        Logistics, storage 
  (Ward Thomas)                      and removals business     May-January                            849 
 
                                    Expanded polystyrene 
 Jablite                             products                  May-November                           730 
 
                                    Vehicle cleaning 
 Motorclean                          and valeting services     April-February                         251 
 
                                    Company preparing 
 Vian Marketing                      to trade                  July                                   131 
 
 Tessella                           Consultancy services       June-September                          50 
 
                                    Company preparing 
 Pound FM Consultants                to trade                  February                                46 
 
 Total                                                                                              2,057 
 
 
 

Investment Portfolio Summary

as at 31 March 2016

 
 
                                             Total 
                                              Book   Valuation                         Valuation     Change      % of 
                                              cost          at                                at         in       net 
                                                at          31  Additions  Disposals          31  valuation    assets 
                                          31 March       March         at         at       March        for        by 
                                              2016        2015       cost  valuation        2016       year     value 
                                               GBP         GBP        GBP        GBP         GBP        GBP 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 
 Qualifying 
  investments 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Unquoted 
 investments 
 ASL Technology 
  Holdings 
  Limited                     December 
  Printer and                     2010 
  photocopier                  Support 
  services                    services   2,092,009   2,394,873          -          -   2,397,086      2,213      5.6% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Entanet Holdings 
  Limited                     February 
  Wholesale                       2014 
  voice and data                 Fixed 
  communications                  Line 
  provider          Telecommunications   1,444,090   2,180,042          -          -   2,045,102  (134,940)      4.7% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Virgin Wines 
  Holding Company             November 
  Limited                         2013 
  Online wine                  General 
  retailer                   retailers   1,284,333   1,374,970          -          -   1,886,136    511,166      4.4% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Tovey Management 
  Limited 
  (trading 
  as Access 
  IS)(1)                       October 
  Provider of                     2015 
  data capture                Software 
  and scanning            and Computer 
  hardware                    Services   1,733,500     885,000    848,500          -   1,733,500          -      4.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Manufacturing 
  Services 
  Investment 
  Limited 
  Company seeking 
  to carry on 
  a business                  February 
  in the                          2014 
  manufacturing                Support 
  sector                      services   1,608,300     608,000  1,000,300          -   1,608,300          -      3.7% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Fullfield 
  Limited 
  (trading as 
  Motorclean 
  Limited) 
  Vehicle 
  cleaning                   July 2011 
  and valet                    Support 
  services                    services   1,025,152     930,735          -    251,452   1,281,548    602,265      3.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Tharstern Group 
  Limited 
  Software based 
  management 
  information                July 2014 
  systems to                  Software 
  the print               and Computer 
  sector                      Services     789,815     789,815          -          -     977,681    187,866      2.3% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Veritek Global 
  Holdings 
  Limited 
  Maintenance                July 2013 
  of imaging                   Support 
  equipment                   services     967,780   1,089,947          -          -     974,052  (115,895)      2.2% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Media Business 
  Insight 
  Holdings 
  Limited 
  (formerly 
  South West 
  Services 
  Investment 
  Limited) 
  A publishing 
  and events 
  business 
  focused 
  on the creative              January 
  production                      2015 
  industries                     Media   1,447,188   1,447,188          -          -     910,360  (536,828)      2.1% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 CGI Creative 
  Graphics 
  International 
  Limited 
  Vinyl graphics 
  to global 
  automotive, 
  recreation 
  vehicle and                June 2014 
  aerospace                    General 
  markets                  Industrials     999,568     731,032    268,536          -     889,634  (109,934)      2.1% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Hollydale 
  Management 
  Limited 
  Company seeking 
  to carry on                    March 
  a business                      2015 
  in the food                  Support 
  sector                      Services     885,000     885,000          -          -     885,000          -      2.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Backhouse 
  Management 
  Limited 
  Company seeking 
  to carry on                    April 
  a business                      2015 
  in the motor                 Support 
  sector                      Services     848,500           -    848,500          -     848,500          -      2.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Barham 
  Consulting 
  Limited 
  Company seeking 
  to carry on                    April 
  a business                      2015 
  in the catering              Support 
  sector                      Services     848,500           -    848,500          -     848,500          -      2.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Chatfield 
  Services 
  Limited 
  Company seeking 
  to carry on                    April 
  a business                      2015 
  in the retail                Support 
  sector                      Services     848,500           -    848,500          -     848,500          -      2.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Creasy Marketing 
  Services 
  Limited 
  Company seeking 
  to carry on                    April 
  a business                      2015 
  in the textile               Support 
  sector                      Services     848,500           -    848,500          -     848,500          -      2.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 McGrigor 
  Management 
  Limited 
  Company seeking 
  to carry on 
  a business                     April 
  in the                          2015 
  pharmaceutical               Support 
  sector                      Services     848,500           -    848,500          -     848,500          -      2.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 EOTH Limited 
  (trading as 
  Rab and Lowe 
  Alpine) 
  Branded outdoor              October 
  equipment and           2011 General 
  clothing                   retailers     817,185     915,779          -          -     842,686   (73,093)      2.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Turner Topco 
  Limited 
  (trading 
  as ATG Media) 
  Publisher and 
  online auction               October 
  platform                        2008 
  operator                       Media   1,320,963   1,317,247          -          -     798,686  (518,561)      1.8% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Jablite Holdings 
  Limited 
  (formerly 
  Duncary 16 
  Limited)(2) 
  Manufacturer                   April 
  of expanded                     2015 
  polystyrene             Construction 
  products               and materials     312,091           -    840,015    527,924     788,021    475,930      1.8% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 The Plastic 
  Surgeon 
  Holdings 
  Limited 
  Snagging and 
  finishing of                   April 
  domestic and                    2008 
  commercial                   Support 
  properties                  services     392,348     511,002         84          -     767,053    255,967      1.8% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Gro-Group 
  Holdings                       March 
  Limited                         2013 
  Baby sleep                   General 
  products                   retailers   1,123,088     695,892          -          -     751,930     56,038      1.7% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Blaze Signs 
  Holdings 
  Limited 
  Manufacturing                  April 
  and                             2006 
  installation                 Support 
  of signs                    services     437,030     816,333          -          -     738,939   (77,394)      1.7% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Vian Marketing 
  Limited 
  (trading 
  as Tushingham 
  Sails)(3) 
  Design, 
  manufacture 
  and sale of 
  stand-up 
  paddleboards               July 2015 
  and windsurfing              Leisure 
  sails                          goods     717,038           -    848,500    131,462     717,038          -      1.7% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Redline 
  Worldwide 
  Limited 
  (formerly 
  Pound FM 
  Consultants)(4) 
  Provider of 
  security                    February 
  services                        2016 
  to the aviation              Support 
  industry                    services     682,222           -    848,500    166,278     682,222          -      1.6% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 RDL Corporation 
  Limited 
  Recruitment 
  consultants 
  for the 
  pharmaceutical, 
  business                     October 
  intelligence                    2010 
  and IT                       Support 
  industries                  services   1,000,000     607,325          -          -     669,057     61,732      1.5% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Bourn Bioscience 
  Limited                      January 
  Management                      2014 
  of In-vitro               Healthcare 
  fertilisation              Equipment 
  clinics                   & Services     757,101     607,329          -          -     626,517     19,188      1.4% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Leap New Co 
  Limited 
  (trading 
  as Anthony 
  Ward Thomas, 
  Bishopsgate 
  and Aussie 
  Man & Van)(5) 
  A specialist 
  logistics,                  December 
  storage and                     2014 
  removals                     Support 
  business                    services     369,625   1,221,841          -    852,216     534,927    165,302      1.2% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Vectair Holdings 
  Limited 
  Designer and                 January 
  distributor                     2006 
  of washroom                  Support 
  products                    services      60,293     190,542          -          -     271,156     80,614      0.6% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Racoon 
  International 
  Holdings 
  Limited 
  Supplier of 
  hair 
  extensions,                 December 
  hair care                       2006 
  products                    Personal 
  and training                   goods   1,045,985     119,613     47,845          -     167,458          -      0.4% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Newquay 
  Helicopters 
  (2013) Limited 
  (in members' 
  voluntary 
  liquidation) 
  Helicopter                 June 2006 
  service                      Support 
  operators                   services      66,169     226,000          -    159,831      66,169          -      0.2% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Lightworks 
  Software 
  Limited                        April 
  Provider of                     2006 
  software for                Software 
  CAD and CAM             and Computer 
  vendors                     Services      25,727      60,279          -          -      65,592      5,313      0.1% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Preservica 
  Limited(6) 
  Seller of                   December 
  proprietary                     2015 
  digital                     Software 
  archiving               and Computer 
  software                    Services           -           -          -          -           -          -      0.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 PXP Holdings 
  Limited (no 
  longer trading) 
  Design, 
  manufacture 
  and supply                  December 
  of timber                       2006 
  frames                  Construction 
  for buildings          and materials   1,220,579           -          -          -           -          -      0.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Tessella 
  Holdings 
  Limited 
  Provider of 
  science powered 
  technology                 July 2012 
  and consulting               Support 
  services                    services           -   1,179,963          -  1,179,963           -          -      0.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Total unquoted 
  investments                           28,866,679  21,785,747  8,944,780  3,269,126  28,318,350    856,949     65.6% 
 -------------------------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 AIM quoted 
  investments 
 365 Agile Group 
  plc (formerly 
  Iafyds plc) 
  Development                    March 
  of energy                       2001 
  saving                    Electronic 
  devices for           and electrical 
  domestic use               equipment     254,586           -          -          -           8          8      0.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Total AIM quoted 
  investments                              254,586           -          -          -           8          8      0.0% 
 -------------------------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 
   Total qualifying 
   investments                          29,121,265  21,785,747  8,944,780  3,269,126  28,318,358    856,957  65.6%(7) 
 -------------------------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 
   Non-qualifying 
   investments 
 Media Business 
  Insight Limited             as above     561,884     561,884          -          -     794,824    232,940      1.8% 
 Tovey Management 
  Limited 
  (trading 
  as Access 
  IS)(8)                      as above     219,873           -    219,873          -     219,873          -      0.5% 
 Century 3370 
  plc (formerly 
  Fuse 8 plc) 
  Promotional                    March 
  goods and                       2004 
  services                     Support 
  agency                      Services     250,000           -          -          -           -          -      0.0% 
 ----------------  -------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Total non-qualifying 
  investments                            1,031,757     561,884    219,873          -   1,014,697    232,940      2.3% 
 -------------------------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Total investments 
  per note 8, 
  page 54 of 
  the Annual 
  Report                                30,153,022  22,347,631  9,164,653  3,269,126  29,333,055  1,089,897     67.9% 
 -------------------------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Cash and current 
  asset investments(9)                  13,702,539  19,739,427          -          -  13,702,539                31.8% 
 -------------------------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Total investments 
  including cash 
  and current 
  asset investments                     43,855,561  42,087,058  9,164,653  3,269,126  43,035,594  1,089,897     99.7% 
 -------------------------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Other assets                              266,308     180,065                           266,308                 0.6% 
 Current liabilities                     (160,890)   (164,306)                         (160,890)               (0.3)% 
 -------------------------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Totals                                 43,960,979              9,164,653  3,269,126 
 -------------------------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
 Net assets 
  at the year 
  end                                               42,102,817                        43,141,012               100.0% 
 -------------------------------------  ----------  ----------  ---------  ---------  ----------  ---------  -------- 
(1) GBP848,500 invested in Tovey Management Limited, 
 a company preparing to trade, was used to acquire 
 Knighton Management Limited, a company preparing 
 to trade held at 31 March 2015, and Access IS, on 
 2 October 2015. 
 (2) GBP840,015 was invested into Duncary 16 Limited 
 on 2 April 2015, a company preparing to trade. This 
 enabled Duncary 16 to acquire Jablite on 23 April 
 2015. Duncary 16 has subsequently changed its name 
 to Jablite Holdings Limited. 
 (3) GBP717,038 invested in Vian Marketing Limited, 
 a company preparing to trade, was used to acquire 
 Tushingham Sails Limited. This resulted in a net 
 repayment to the Company of GBP131,462. 
 (4) GBP682,222 invested in Pound FM Consultants 
 Limited, a company preparing to trade, was used 
 for the investment into Redline Assured Security 
 Limited ("Redline"). This resulted in a net repayment 
 to the Company of GBP166,278. Pound FM Consultants 
 Limited subsequently changed its name to Redline 
 Worldwide Limited. 
 (5) On 31 July 2015, Leap New Co Limited (trading 
 as Ward Thomas and Bishopsgate) acquired Aussie 
 Man & Van Limited via a share for share exchange 
 plus a small amount of cash. The figures represent 
 the combined holding which was the position at 31 
 March 2016. 
 (6) The Company realised its investment in Tessella 
 Holdings Limited in December 2015. As part of the 
 consideration, in addition to cash, the Company 
 received a small share holding in Preservica Limited, 
 a subsidiary of Tessella Holdings that was demerged 
 as part of the transaction. The fair value of the 
 holding received was deemed to be zero at the date 
 of the transaction and therefore, the investment 
 cost is zero. 
 (7) As at 31 March 2016, the Company held more than 
 70% of its total investments in qualifying holdings, 
 and therefore complied with the VCT Qualifying Investment 
 test. For the purposes of the VCT qualifying test, 
 the Company is permitted to disregard disposals 
 of investments for six months from the date of disposal. 
 It also has up to three years to bring in new funds 
 raised, before these need to be included in the 
 qualifying investment test. 
 (8) The Company also advanced a non-qualifying loan 
 of GBP219,873 to Access IS Limited on 20 October 
 2015. 
 (9) Disclosed as Current asset investments and Cash 
 at bank within Current assets in the Balance Sheet 
 on page 43 of the Annual Report. 
 

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year and the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for the Company for that period.

In preparing these financial statements, the Directors are required to:

-- select suitable accounting policies and then apply them consistently;

-- make judgements and accounting estimates that are reasonable and prudent;

-- state whether the financial statements have been prepared in accordance with United Kingdom accounting standards, subject to any material departures disclosed and explained in the financial statements;

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business;

-- prepare a Strategic Report, a Directors' Report and Directors' Annual Remuneration Report which comply with the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Website publication

The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Directors' responsibilities pursuant to Disclosure and Transparency Rule 4 of the UK Listing Authority

The Directors confirm to the best of their knowledge that:

(a) The financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice give a true and fair view of the assets, liabilities, financial position and the profit of the Company.

(b) The Annual Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

The Board considers that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company's performance, business model and strategy.

Neither the Company nor the Directors accept any liability to any person in relation to the Annual Report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A and schedule 10A of the Financial Services and Markets Act 2000.

The names and functions of the Directors are stated on page 25 of the Annual Report.

For and on behalf of the Board

Nigel Melville

Chairman

23 June 2016

FINANCIAL STATEMENTS

Income Statement

for the year ended 31 March 2016

 
                                         Year ended 31 March 
                                                 2016                     Year ended 31 March 2015 
                            Notes     Revenue    Capital      Total    Revenue      Capital        Total 
                                          GBP        GBP        GBP        GBP          GBP          GBP 
--------------------------  -----  ----------  ---------  ---------  ---------  -----------  ----------- 
 
Unrealised gains/(losses) 
 on investments                 8           -  1,089,897  1,089,897          -  (1,032,124)  (1,032,124) 
Realised gains on 
 investments                    8           -  1,732,241  1,732,241          -    4,618,332    4,618,332 
Income                          3   1,736,490          -  1,736,490  1,901,055            -    1,901,055 
Investment Adviser's 
 fees                          4a   (246,651)  (739,953)  (986,604)  (222,228)    (666,684)    (888,912) 
Other expenses                 4b   (302,518)          -  (302,518)  (293,602)            -    (293,602) 
 
Profit on ordinary 
 activities before 
 taxation                           1,187,321  2,082,185  3,269,506  1,385,225    2,919,524    4,304,749 
Taxation on profit 
 on ordinary activities         5   (147,991)    147,991          -  (140,960)      140,960            - 
 
Profit for the year 
 and total comprehensive 
 income                             1,039,330  2,230,176  3,269,506  1,244,265    3,060,484    4,304,749 
 
Basic and diluted 
 earnings per ordinary 
 share:                         7       2.86p      6.14p      9.00p      4.02p        9.88p       13.90p 
 
 

The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the unrealised gains and realised gains on investments and the proportion of the Investment Adviser's fee charged to capital.

The total column is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standards ("FRS"). In order to better reflect the activities of a VCT and in accordance with the Statement of Recommended Practice ("SORP") issued in November 2014 by the Association of Investment Companies ("AIC"), supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue column of profit attributable to equity shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Section 274 Income Tax Act 2007.

All the items in the above statement derive from continuing operations of the Company. No operations were acquired or discontinued in the year.

Balance Sheet

as at 31 March 2016

Company number: 03946235

 
 
                                          31 March     31 March 
                                              2016         2015 
                                Notes          GBP          GBP 
 
Fixed assets 
Investments at fair value           8   29,333,055   22,347,631 
 
Current assets 
Debtors and prepayments                    266,308      180,065 
Current asset investments                9,337,621    8,227,301 
Cash at bank                             4,364,918   11,512,126 
 
                                        13,968,847   19,919,492 
 
Creditors: amounts falling 
 due within one year                     (160,890)    (164,306) 
 
Net current assets                      13,807,957   19,755,186 
 
 
Net assets                              43,141,012   42,102,817 
 
 
Capital and reserves 
Called up share capital                    360,685      364,686 
Share premium reserve                   15,901,497   15,901,497 
Capital redemption reserve                  83,622       79,621 
Revaluation reserve                      1,783,724    1,116,647 
Special distributable reserve            8,524,729    9,537,078 
Realised capital reserve                15,529,419   14,279,820 
Revenue reserve                            957,336      823,468 
 
Equity shareholders' funds              43,141,012   42,102,817 
 
Basic and diluted net asset 
 value per ordinary share                  119.61p      115.45p 
 
 

Statement of Changes in Equity

for the year ended 31 March 2016

 
 
                              Non-distributable reserves                   Distributable reserves 
                      Called 
                          up       Share      Capital                      Special    Realised 
                       share     premium   redemption  Revaluation   distributable     capital    Revenue 
                     capital     reserve      reserve      reserve         reserve     reserve    Reserve        Total 
                                                                             (Note       (Note      (Note 
                                                                                a)          b)         b) 
                         GBP         GBP          GBP          GBP             GBP         GBP        GBP          GBP 
------------------  --------  ----------  -----------  -----------  --------------  ----------  ---------  ----------- 
 
At 1 April 
 2015                364,686  15,901,497       79,621    1,116,647       9,537,078  14,279,820    823,468   42,102,817 
Comprehensive 
 income for 
 the year 
Profit for 
 the year                  -           -            -    1,089,897               -   1,140,279  1,039,330    3,269,506 
 
Total 
 comprehensive 
 income for 
 the year                  -           -            -    1,089,897               -   1,140,279  1,039,330    3,269,506 
 
Contributions 
by and 
distributions 
to owners                                                                                                            - 
Shares bought 
 back (note 
 c)                  (4,001)           -        4,001            -       (420,387)           -          -    (420,387) 
Dividends 
 paid                      -           -            -            -               -   (905,462)  (905,462)  (1,810,924) 
 
Total 
 contributions 
 by and 
 distributions 
 to owners           (4,001)           -        4,001            -       (420,387)   (905,462)  (905,462)  (2,231,311) 
 
Other movements 
Realised 
 losses 
 transferred 
 to special 
 reserve (note 
 a)                        -           -            -            -       (591,962)     591,962          -            - 
Realisation 
 of previously 
 unrealised 
 appreciation              -           -            -    (422,820)               -     422,820          -            - 
 
Total other 
 movements                 -           -            -    (422,820)       (591,962)   1,014,782          -            - 
 
At 31 March 
 2016                360,685  15,901,497       83,622    1,783,724       8,524,729  15,529,419    957,336   43,141,012 
 
 

Notes

a): The cancellation of the formerly named C Share Fund's share premium account (as approved at the Extraordinary General meeting held on 10 September 2008 and by the order of the Court dated 28 October 2009), together with the previous cancellation of the share premium account attributable to the former Ordinary Share Fund and C Shares, has provided the Company with a special distributable reserve. The purpose of this reserve is to fund market purchases of the Company's own shares as and when it is considered by the Board to be in the interests of the Shareholders, and to write-off existing and future losses as the Company must take into account capital losses in determining distributable reserves. The total transfer of GBP591,962 from the special distributable reserve to the realised capital reserve above is the total of realised losses incurred by the Company in the year.

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

c): During the year, the Company purchased 400,169 of its own shares at the prevailing market price for a total cost of GBP420,387, which were subsequently cancelled. The difference between the total cost above of GBP420,387 and that per the Statement of Cash Flows of GBP376,756 is due to a share buyback creditor at 31 March 2016 of GBP43,631.

The composition of each of these reserves is explained below:

Called up share capital

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

Capital redemption reserve

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

Share premium reserve

This reserve contains the excess of gross proceeds less issue costs over the nominal value of shares allotted under Offers for Subscription in 2014 and 2015.

Revaluation reserve

Increases and decreases in the valuation of investments held at the year-end are accounted for in this reserve, except to the extent that the diminution is deemed permanent. In accordance with stating all investments at fair value through profit and loss (as recorded in note 8), all such movements through both revaluation and realised capital reserves are shown within the Income Statement for the year.

Special distributable reserve

The cost of share buybacks is charged to this reserve. In addition, any realised losses on the sale or impairment of investments (excluding transaction costs), and 75% of the Investment Adviser fee expense, and the related tax effect, are transferred from the realised capital reserve to this reserve.

Realised capital reserve

The following are accounted for in this reserve:

   --   Gains and losses on realisation of investments; 
   --   Permanent diminution in value of investments; 
   --   Transaction costs incurred in the acquisition and disposal of investments; 

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

   --   Capital dividends paid. 

Revenue reserve

Income and expenses that are revenue in nature are accounted for in this reserve together with the related tax effect, as well as income dividends paid that are classified as revenue in nature.

Statement of Changes in Equity

for the year ended 31 March 2015

 
 
                             Non-distributable reserves                    Distributable reserves 
                     Called 
                         up       Share      Capital                      Special     Realised 
                      share     Premium   redemption  Revaluation   distributable      capital    Revenue 
                    capital     reserve      reserve      reserve         reserve      reserve    Reserve        Total 
                        GBP         GBP          GBP          GBP             GBP          GBP        GBP          GBP 
-----------------  --------  ----------  -----------  -----------  --------------  -----------  ---------  ----------- 
 
At 1 April 
 2014               280,621   5,363,551       73,413    5,930,144      11,565,499   10,099,137    566,014   33,878,379 
Comprehensive 
 income for 
 the year 
Profit for 
 the year                 -           -            -  (1,032,124)               -    4,092,608  1,244,265    4,304,749 
 
Total 
 comprehensive 
 income for 
 the year                 -           -            -  (1,032,124)               -    4,092,608  1,244,265    4,304,749 
 
Contributions 
by and 
distributions 
to owners                                                                                                            - 
Shares issued 
 via Linked 
 Offer for 
 Subscription        90,273  10,537,946            -            -        (45,871)            -          -   10,582,348 
Shares bought 
 back               (6,208)           -        6,208            -       (652,628)            -          -    (652,628) 
Dividends 
 paid                     -           -            -            -               -  (5,023,220)  (986,811)  (6,010,031) 
 
Total 
 contributions 
 by and 
 distributions 
 to owners           84,065  10,537,946        6,208            -       (698,499)  (5,023,220)  (986,811)    3,919,689 
 
Other movements                                                                                                      - 
Realised 
 losses 
 transferred 
 to special 
 reserve                  -           -            -            -     (1,329,922)    1,329,922          -            - 
Realisation 
 of previously 
 unrealised 
 appreciation             -           -            -  (3,781,373)               -    3,781,373          -            - 
 
Total other 
 movements                -           -            -  (3,781,373)     (1,329,922)    5,111,295          -            - 
 
At 31 March 
 2015               364,686  15,901,497       79,621    1,116,647       9,537,078   14,279,820    823,468   42,102,817 
 
 

Statement of Cash Flows

for the year ended 31 March 2016

 
 
                                               Year ended   Year ended 
                                                 31 March     31 March 
                                                     2016         2015 
                                       Notes          GBP          GBP 
 
Cash flows from operating activities 
Profit for the financial year                   3,269,506    4,304,749 
Adjustments for: 
Net unrealised (gains)/losses 
 on investments                               (1,089,897)    1,032,124 
Net gains on realisations on 
 investments                                  (1,732,241)  (4,618,332) 
(Increase)/decrease in debtors                   (86,327)      216,588 
(Decrease)/increase in creditors 
 and accruals                                    (47,047)       54,945 
 
Net cash inflow from operating 
 activities                                       313,994      990,074 
 
Cash flows from investing activities 
Purchase of investments                    8  (9,164,569)  (7,374,456) 
Disposal of investments                    8    5,001,367   13,145,958 
Increase in bank deposits with 
 a maturity over three months                     (7,061)    (500,000) 
 
Net cash (outflow)/inflow from 
 investing activities                         (4,170,263)    5,271,502 
 
Cash flows from financing activities 
Shares issued as part of Offer 
 for subscription                                       -   12,782,668 
Equity dividends paid                      6  (1,810,924)  (6,010,031) 
Purchase of own shares                          (376,756)    (680,302) 
 
Net cash (outflow)/inflow from 
 financing activities                         (2,187,680)    6,092,335 
 
 
Net (decrease)/increase in cash 
 and cash equivalents                         (6,043,949)   12,353,911 
Cash and cash equivalents at 
 start of year                                 19,239,427    6,885,516 
 
Cash and cash equivalents at 
 end of the year                               13,195,478   19,239,427 
 
Cash and cash equivalents comprise: 
Cash equivalents                                8,830,560    7,727,301 
Cash at bank and in hand                        4,364,918   11,512,126 
 
 

Notes to the Financial Statements

for the year ended 31 March 2016

   1   Company Information 

Mobeus Income and Growth 2 VCT plc is a public limited company incorporated in England, registration number 03946235. The registered office is 30 Haymarket, London, SW1Y 4EX.

   2   Basis of preparation 

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

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

This is the first year in which the financial statements have been prepared under FRS102. There has been no material change in the accounting policies and so there has been no restatement of comparatives, other than in relation to Cash at bank and Current asset investments which was just a presentational change and had no effect on net assets. The Company has elected to apply early the revised disclosure requirements as set out in Amendments to FRS 102 - Fair Value hierarchy disclosures issued in March 2016.

   3   Income 
 
 Dividends receivable on quoted equity shares 
  are brought into account on the ex-dividend date. 
  Dividends receivable on unquoted equity shares 
  are brought into account when the Company's right 
  to receive payment is established and there is 
  no reasonable doubt that payment will be received. 
  Interest income on loan stock is accrued on a 
  daily basis. Provision is made against this income 
  where recovery is doubtful or where it will not 
  be received in the foreseeable future. Where 
  the loan stocks only require interest or a redemption 
  premium to be paid on redemption, the interest 
  and redemption premium is recognised as income 
  or capital as appropriate once redemption is 
  reasonably certain. When a redemption premium 
  is designed to protect the value of the instrument 
  holder's investment rather than reflect a commercial 
  rate of revenue return the redemption premium 
  is recognised as capital. The treatment of redemption 
  premiums is analysed to consider if they are 
  revenue or capital in nature on a company by 
  company basis. Accordingly, the redemption premium 
  recognised in the year ended 31 March 2016 has 
  been classified as capital and has been included 
  within realised gains on investments. 
------------------------------------------------------- 
 
 
 
                                         2016       2015 
                                          GBP        GBP 
----------------------------------  ---------  --------- 
 
Income from bank deposits              49,237     29,815 
 
Income from investments 
- from equities                        87,073    286,492 
- from overseas based OEICs            14,913     10,873 
- from UK based OEICs                   6,493      4,811 
- from loan stock                   1,578,774  1,566,646 
 
                                    1,687,253  1,868,822 
Other income                                -      2,418 
 
Total income                        1,736,490  1,901,055 
 
Total income comprises 
Dividends                             108,479    302,176 
Interest                            1,628,011  1,596,461 
Other                                       -      2,418 
 
                                    1,736,490  1,901,055 
 
 
 
                                         2016       2015 
                                          GBP        GBP 
----------------------------------  ---------  --------- 
 
Income from investments comprises 
----------------------------------  ---------  --------- 
Listed overseas securities             14,913     10,873 
Unlisted UK securities                 93,566    291,303 
Loan stock interest                 1,578,774  1,566,646 
----------------------------------  ---------  --------- 
                                    1,687,253  1,868,822 
----------------------------------  ---------  --------- 
 
 
Total loan stock interest due but not recognised 
 in the year was GBP166,537 (2015: GBP103,565). 
 
   4   Investment Adviser's fees and Other expenses 
 
 All expenses are accounted for on an accruals 
  basis. 
---------------------------------------------- 
 

a) Investment Adviser's fees and performance fees

 
 25% of the Investment Adviser's fees are charged 
  to the revenue column of the Income Statement, 
  while 75% is charged against the capital column 
  of the Income Statement. This is in line with 
  the Board's expected long-term split of returns 
  from the investment portfolio of the Company. 
  100% of any performance incentive fee payable 
  for the year is charged against the capital column 
  of the Income Statement, as it is based upon 
  the achievement of capital growth. 
---------------------------------------------------- 
 
 
 
                                            2016                       2015 
                       Revenue  Capital    Total  Revenue  Capital    Total 
                           GBP      GBP      GBP      GBP      GBP      GBP 
---------------------  -------  -------  -------  -------  -------  ------- 
 
Investment Adviser's 
 Fees                  246,651  739,953  986,604  222,228  666,684  888,912 
 
 

Under the terms of a revised investment management agreement dated 10 September 2010, Mobeus Equity Partners LLP ("Mobeus") provides investment advisory, administrative and company secretarial services to the Company, for a fee of 2% per annum calculated on a quarterly basis by reference to the net assets at the end of the preceding quarter, plus a fee of GBP113,589 per annum, the latter being subject to changes in the retail prices index each year. In 2013, Mobeus has agreed to waive such further increases due to indexation, until otherwise agreed by the Board. In accordance with the policy statement published under "Management and Administration" in the Company's prospectus dated 10 May 2000, the Directors have charged 75% of the investment management expenses to the capital account. This is in line with the Board's expectation of the long-term split of returns from the investment portfolio of the Company.

Under the terms of the management agreement the total Investment Adviser and administration expenses of the Company excluding any irrecoverable VAT, exceptional costs and any performance incentive fee, are linked to a maximum of 3.6% of the value of the Company's closing net assets. For the year ended 31 March 2016, the expense cap has not been breached (2015:GBPnil).

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 accordance with general market practice, the Investment Adviser earned arrangement fees and fees for supplying Directors and/or monitoring services from investee companies. The share of such fees attributable to the investments made by the Company were GBP111,903 (2015: GBP150,817) and GBP124,601 (2015: GBP136,277) respectively. The fees for supplying directors and/or monitoring services were from 26 (2015: 30) investee companies during the year. These figures are not part of these financial statements.

Performance incentive agreement

The following performance incentive fee agreement dated 20 September 2005 continues to be in place, and operated as detailed below:

New Ordinary and former C share fund shares

Basis of Calculation

The performance incentive fee payable is calculated as an amount equivalent to 20 per cent of the excess of a "Target rate" comprising:-

   i)   an annual dividend target (indexed each year for RPI) and 

ii) a requirement that any cumulative shortfalls below the annual dividend target must be made up in later years. Any excess is not carried forward, whether a fee is payable for that year or not.

Payment of a fee is also conditional upon the average Net Asset Value ("NAV") per share for each such year equalling or exceeding the average "Base NAV" per share for the same year. Base NAV commenced at GBP1 per share when C fund shares were first issued in 2005, which is adjusted for subsequent shares issued and bought back.

Any performance fee will be payable annually. It will be reduced to the proportion which the number of "Incentive Fee Shares" represent of the total number of shares in issue at any calculation date. Incentive Fee Shares are the only shares upon which an incentive fee is payable. They will be the number of C fund shares in issue just before the Merger of the two former share classes on 10 September 2010, (which subsequently became Ordinary shares) plus Ordinary shares issued under new fundraisings since the Merger. This total is then reduced by an estimated proportion of the shares bought back by the Company since the Merger, that are attributable to the Incentive Fee Shares.

Position at 31 March 2016

The cumulative dividend shortfall at 31 March 2016 is 7.40p per share (GBP2,085,484 in aggregate, being 78.1% of the total shortfall) at the year-end (where 78.1% is the proportion of Incentive Fee Shares to the total number of shares in issue at the year-end date) and taking into account the target rate of dividends and the dividends paid to shareholders.

The 6p annual dividend hurdle was 7.32p per share at the year-end after adjustment for RPI. The Base NAV was 106.12p per share at the year-end and an average of 106.11p for the year, compared to an average NAV for the year of 119.62p.

Accordingly, no Incentive payment is payable for the year, as there is a cumulative dividend shortfall at the year-end of 7.40p per share.

Clarifications in the year

The Board and the Investment Adviser have agreed to confirm and clarify in more detail a number of principles and interpretations applied to the Agreement. The principal ones are reflected in the paragraphs above and explained below:-

First, the incentive payment is payable upon dividends paid in a year, not declared and paid in a year, as the original agreement stated. Secondly, the average NAV referred to above is calculated on a daily weighted average basis throughout the year. In turn, this average NAV is compared to a Base NAV that is also calculated on a daily weighted average basis throughout the year. Thirdly, the methodologies to account for new shares issued and buybacks of shares, their consequent impact upon the incentive fee calculations and to identify the proportion of Incentive Fee Shares upon which an incentive fee is payable, have been clarified.

Finally, it has been agreed that any excess of cumulative dividends paid over the cumulative annual dividend target is not carried forward, whether a fee is paid for that year or not.

These clarifications have been incorporated into the performance incentive agreement. The Board has been advised that, as these and a number of more minor clarifications, are clarifications of the Incentive Agreement, rather than changes to it, there is no need to seek shareholder approval for them.

b) Other expenses

 
 Expenses are charged wholly to revenue, with 
  the exception of expenses incidental to the acquisition 
  or disposal of an investment, which are written 
  off to the capital column of the Income Statement 
  or deducted from the disposal proceeds as appropriate. 
--------------------------------------------------------- 
 
 
 
                                                              2016      2015 
                                                               GBP       GBP 
 
Directors' remuneration (including 
 NIC) (note a)                                              97,080    92,614 
IFA trail commission                                        27,009    49,642 
Broker's fees                                               12,000    12,000 
Auditors' fees - audit                                      33,537    21,060 
                     - tax compliance services (note 
                      b)                                     4,448     2,160 
                     - audit related assurance services 
                      (note b)                               5,720     5,580 
Registrar's fees                                            26,914    21,662 
Printing                                                    24,194    34,357 
Legal & professional fees                                    6,091     8,772 
VCT monitoring fees                                          7,500    10,320 
Director's insurance                                         8,838     9,063 
Listing and regulatory fees                                 20,810    24,359 
Sundry                                                       3,534     2,013 
 
Running costs                                              277,675   293,602 
Provision against loan interest 
 receivable (note c)                                        24,843         - 
 
Other expenses                                             302,518   293,602 
 
 

a): See analysis in the Directors' emoluments table on page 32 of the Annual Report, which excludes the NIC above. The key management personnel are the four non-executive directors. The Company has no employees.

b): The Directors consider the Auditor was best placed to provide the other services disclosed above. The Audit Committee reviews the nature and extent of these services to ensure that auditor independence is maintained.

c): Provision against loan interest receivable of GBP24,843 (2015: GBPnil) is a provision made against loan stock interest recognised in previous years.

   5   Taxation on ordinary activities 
 
 The tax expense for the year comprises current 
  tax and is recognised in profit or loss. The 
  current income tax charge is calculated on the 
  basis of tax rates and laws that have been enacted 
  or substantively enacted by the reporting date. 
  Any tax relief obtained in respect of Investment 
  Adviser fees allocated to capital is reflected 
  in the capital reserve - realised and a corresponding 
  amount is charged against revenue. The tax relief 
  is the amount by which corporation tax payable 
  is reduced as a result of these capital expenses. 
  Deferred tax is recognised in respect of all 
  timing differences that have originated but not 
  reversed at the balance sheet date where transactions 
  or events that result in an obligation to pay 
  more tax in the future or a right to pay less 
  tax in the future have occurred at the balance 
  sheet date. Timing differences are differences 
  between the Company's taxable profits and its 
  results as stated in the financial statements 
  that arise from the inclusion of gains and losses 
  in the tax assessments in periods different from 
  those in which they are recognised in the Financial 
  Statements. 
  Deferred tax is measured at the average tax rates 
  that are expected to apply in the years in which 
  the timing differences are expected to reverse 
  based on tax rates and laws that have been enacted 
  or substantively enacted at the balance sheet 
  date. Deferred tax is measured on a non-discounted 
  basis. 
  A deferred tax asset would be recognised only 
  to the extent that it is more likely than not 
  that future taxable profits will be available 
  against which the asset can be utilised. 
------------------------------------------------------- 
 
 
 
                                                    2016                             2015 
                           Revenue    Capital      Total    Revenue    Capital      Total 
                               GBP        GBP        GBP        GBP        GBP        GBP 
-----------------------  ---------  ---------  ---------  ---------  ---------  --------- 
 
a) Analysis 
 of tax charge: 
UK Corporation 
 tax on profits 
 for the year              147,991  (147,991)          -    140,960  (140,960)          - 
 
Total current 
 tax charge                147,991  (147,991)          -    140,960  (140,960)          - 
 
Corporation 
 tax is based 
 on a rate of 
 20% (2015: 20%) 
 
b) Profit on 
 ordinary activities 
 before tax              1,187,321  2,082,185  3,269,506  1,385,225  2,919,524  4,304,749 
Profit on ordinary 
 activities multiplied 
 by small company 
 rate of corporation 
 tax in the UK 
 of 20% (2015: 
 20%)                      237,464    416,437    653,901    277,045    583,905    860,950 
Effect of: 
UK dividends              (17,414)          -   (17,414)   (57,298)          -   (57,298) 
Unrealised gains 
 not taxable                     -  (217,979)  (217,979)          -    206,425    206,425 
Realised gains 
 not taxable                     -  (346,449)  (346,449)          -  (923,666)  (923,666) 
Marginal rate 
 relief                          -          -          -      7,624    (7,624)          - 
Utilisation 
 of losses on 
 which deferred 
 tax not recognised       (72,059)          -   (72,059)   (86,411)          -   (86,411) 
 
Actual tax charge          147,991  (147,991)          -    140,960  (140,960)          - 
 
 

Tax relief relating to Investment Adviser 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 (2015: GBPnil). There is an unrecognised deferred tax asset of GBP18,875 (2015: GBP90,934).

   6   Dividends paid and payable 
 
 Dividends payable are recognised as distributions 
  in the financial statements when the Company's 
  liability to pay them has been established. This 
  liability is established for interim dividends 
  when they are paid, and for final dividends when 
  they are approved by the shareholders, usually 
  at the Company's Annual General Meeting. 
  The Company's status as a VCT means it has to 
  comply with Section 259 of the Income Tax Act 
  2007, which requires that no more than 15% of 
  the income from shares and securities in a year 
  can be retained from the revenue available for 
  distribution for the year. Accordingly, the Board 
  is required to determine the amount of minimum 
  income dividend. 
--------------------------------------------------- 
 
 
 
 Amounts recognised as distributions 
  to equity shareholders in the year: 
                        For year 
                           ended       Pence                    2016        2015 
 Dividend   Type        31 March   per share   Date Paid         GBP         GBP 
 
 Interim    Capital         2015      14.00p  20/10/2014           -   4,215,829 
 Interim    Income          2015       2.75p  20/03/2015           -     986,811 
 Interim    Capital         2015       2.25p  20/03/2015           -     807,391 
 Interim    Income          2016       2.50p  18/03/2016     905,462           - 
 Interim    Capital         2016       2.50p  18/03/2016     905,462           - 
 
                                                           1,810,924   6,010,031 
 
 

Any proposed final dividend is subject to approval by shareholders at the Annual General Meeting and 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 year, which is the basis on which the requirements of section 274 of the Income Tax Act 2007 are considered.

 
 
 Recognised income distributions 
  in the financial statements for 
  the year: 
                       For year 
                          ended       Pence                   2016       2015 
 Dividend   Type       31 March   per share   Date Paid        GBP        GBP 
 
 Revenue available for distribution 
  by way of dividends for the year                       1,039,330  1,244,265 
 
 Interim    Income         2015       2.75p  20/03/2015          -    986,811 
 Interim    Income         2016       2.50p  18/03/2016    905,462          - 
 
 Total income dividends for 
  the year                                                 905,462    986,811 
 
 

The Board has declared a special interim dividend of 5.00 pence per share in respect of the year ending 31 March 2017, which is not reflected in any of the figures above.

   7   Basic and diluted earnings per share 
 
 
                                              2016         2015 
                                               GBP          GBP 
-------------------------------------  -----------  ----------- 
 
Total earnings after taxation:           3,269,506    4,304,749 
Basic and diluted earnings per share 
 (note a)                                    9.00p       13.90p 
 
Net revenue earnings from ordinary 
 activities after taxation               1,039,330    1,244,265 
Basic and diluted revenue earnings 
 per share (note b)                          2.86p        4.02p 
 
Unrealised capital gains/(losses)        1,089,897  (1,032,124) 
Realised capital gains                   1,732,241    4,618,332 
Capital expenses (net of taxation)       (591,962)    (525,724) 
 
Total capital earnings                   2,230,176    3,060,484 
Basic and diluted capital earnings 
 per share (note c)                          6.14p        9.88p 
 
Weighted average number of shares 
 in issue in the year                   36,312,815   30,966,734 
 
 

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 return after taxation divided by the weighted average number of shares in issue.

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

   8   Investments at fair value 
 
    The most critical estimates, assumptions and 
     judgments relate to the determination of the 
     carrying value of investments at "fair value 
     through profit and loss" (FVTPL). All investments 
     held by the Company are classified as FVTPL and 
     measured in accordance with the International 
     Private Equity and Venture Capital Valuation 
     ("IPEVCV") guidelines, as updated in December 
     2015. 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 on organised 
     financial markets, fair value is generally determined 
     by reference to Stock Exchange market quoted 
     bid prices at the close of business on the balance 
     sheet date. 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, each investment is considered as 
     a whole on a 'unit of account' basis, alongside 
     the following factors: 
     (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 Adviser 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. 
     (iii) Premiums that will be received upon repayment 
     of loan stock investments are accrued at fair 
     value when the Company receives the right to 
     the premium and when considered recoverable. 
     (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. 
     A key judgement made in applying the above accounting 
     policy relates to investments that are permanently 
     impaired. Where the value of an investment has 
     fallen permanently below 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 Adviser, 
     will agree the values that represent the extent 
     to which an investment loss has become realised. 
     This is based upon an assessment of objective 
     evidence of that investment's future prospects, 
     to determine whether there is potential for the 
     investment to recover in value. None were identified 
     in the year. 
------------------------------------------------------------ 
 

Movements in investments during the year are summarised as follows:

 
 
                                          Unquoted     Unquoted 
                               Traded       equity   preference         Loan 
                               on AIM       shares       shares        Stock        Total 
                                  GBP          GBP          GBP          GBP          GBP 
--------------------------  ---------  -----------  -----------  -----------  ----------- 
 
Cost at 31 March 2015         254,586    7,914,104       23,963   15,792,128   23,984,781 
Permanent impairments 
 at 31 March 2015           (254,586)  (1,688,074)        (739)    (810,398)  (2,753,797) 
Unrealised (losses)/gains 
 at 31 March 2015                   -    (280,955)       19,974    1,377,628    1,116,647 
 
Valuation at 31 March 
 2015                               -    5,945,075       43,198   16,359,358   22,347,631 
 
Purchases at cost                   -    2,969,664          170    6,194,819    9,164,653 
Sale proceeds                       -  (2,264,020)      (1,000)  (2,736,347)  (5,001,367) 
Reclassification at 
 value                              -    (122,903)          178      122,725            - 
Realised gains                      -    1,530,455            -      201,786    1,732,241 
Unrealised gains/(losses) 
 on investments                     8      194,782     (21,011)      916,118    1,089,897 
 
Closing valuation 
 at 31 March 2016                   8    8,253,053       21,535   21,058,459   29,333,055 
 
 
Cost at 31 March 2016         254,586   10,176,306       23,311   19,698,819   30,153,022 
Permanent impairments 
 at 31 March 2016 (note 
 a)                         (254,586)  (1,537,968)        (739)    (810,398)  (2,603,691) 
Unrealised gains/(losses) 
 at 31 March 2016                   8    (385,285)      (1,037)    2,170,038    1,783,724 
 
Valuation at 31 March 
 2016                               8    8,253,053       21,535   21,058,459   29,333,055 
 
 

A breakdown of the increases and the decreases in unrealised valuations of the portfolio is shown in the Investment Portfolio Summary on pages 18 to 20 of the Annual Report.

a) During the year, permanent impairments of the cost of investments have reduced from GBP2,753,797 to GBP2,603,691. The reduction of GBP150,106 is due to an investee company being dissolved in the year, which removes the cost and related impairment of this investment from these accounts.

Reconciliation of investment transactions to Statement of Cash Flows

Purchases above of GBP9,164,653 are greater than that reported in the Statement of Cash Flows of GBP9,164,569 by GBP84. This relates to the purchase of shares through exercising options in an investee company, which completed in the year.

   9     Post balance sheet events 

On 15 June 2016, the Company invested GBP0.37 million in MPB Group Limited.

   10    Statutory information 

The financial information set out in these statements does not constitute the Company's statutory accounts for the year ended 31 March 2016 in terms of section 434 of the Companies Act 2006 but is derived from those accounts. Statutory accounts for the year ended 31 March 2016 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.

   11    Annual Report 

The Annual Report for the year ended 31 March 2016 will shortly be made available on the Company's website: www.mig2vct.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.

   12    Annual General Meeting 

The Annual General Meeting of the Company will be held at 11.00 am on Thursday, 15 September 2016 at 33 St James's Square, London SW1Y 4JY.

Contact details for further enquiries:

Robert Brittain of Mobeus Equity Partners LLP (the Company Secretary) on 020 7024 7600 or by e-mail to vcts@mobeusequity.co.uk.

Mark Wignall or Mike Walker at Mobeus Equity Partners LLP (the Investment Adviser) 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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR FJMITMBATBAF

(END) Dow Jones Newswires

June 23, 2016 11:07 ET (15:07 GMT)

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