We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for streaming realtime charts, analysis tools, and prices.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Ortus Vct | LSE:ORT | London | Ordinary Share | GB0003945101 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 25.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Jun 2019 to Jun 2024
TIDMORT
RNS Number : 5726E
Ortus VCT PLC
31 May 2012
Ortus VCT PLC
Annual Financial Report for the year ended 29 February 2012
Chairman's Statement
I am pleased to report that the Company continues to make steady progress towards the goals set out by the Board in 2007. At that time there were serious issues facing Ortus, with around 75% of the portfolio concentrated in four large assets, significant borrowings and a lack of funds for making additional income generating investments and paying dividends.
Considerable improvements have been made since then in several key areas. The inherited private equity assets have been closely managed in order to ensure that they are well positioned for disposal at best value; a number of them have already been sold and the proceeds deployed in constructing a new portfolio of income producing private equity investments. By 29 February 2012, the legacy portfolio had reduced to around 63% of total private equity holdings. To date, the Manager has made twenty new investments and, although they are in smaller unit sizes, overall, they have increased significantly in value. Moreover, costs have been controlled and revenue generation has been improved. The reduction in NAV over the past year is due to write-downs in the legacy portfolio to recognise reduced earnings or a valuation in line with recent trade acquisition interest.
The effectiveness of the Manager's focus on later-stage private equity transactions was highlighted in the Deloitte Buyout Track 100 report published in February 2012, which tracks the performance of the top private equity backed medium-sized companies in Britain over the past two years. Four Maven-backed companies, including two in which Ortus is invested, feature in this report, which is an excellent level of representation for a VCT manager.
A recent AIC (Association of Investment Companies) press release which analysed the significant incidence of VCTs among the top performing investment companies in 2011, highlighted the fact that four Maven VCTs were ranked in the top ten for share price total return during that period. Your Board believes this analysis provides independent confirmation that the investment strategy being pursued by the Manager will deliver positive returns for Ortus shareholders when the current portfolio imbalance is eventually corrected.
Highlights
The key points to note for the year under review are:
-- NAV of 38.7p per share at 29 February 2012 compared with 40.2p at 28 February 2010, a decrease of 3.73%
-- five new investments completed in later-stage private companies capable of generating an immediate paid yield (and two further substantial investments were completed after the year end)
-- a legacy investment, LG&DE, was sold for 1.7 times cost
-- the holding in Walker Technical Resources, was sold for a total return of 3.0 times cost
-- revenues improved by 33% as a result of continuing investment in new later stage yielding assets.
Portfolio Developments
The Company continues to benefit from its ability to co-invest with other Maven clients and has participated in all private equity transactions completed by the Manager during the year, making five new income-generating investments. Two further investments were completed shortly after the year end. The holding in ATR Group was sold for 1.7 times cost after the year end.
The portfolio is now 27.6% invested in new income-generating private company holdings, an increase from 8.8% during the year, and there has been continued improvement in the Company's underlying revenues, which increased from GBP276,000 in the previous year to GBP367,000 in the year ended 29 February 2012.
The new portfolio investments generally carry little or no third party debt and are capable of generating high levels of income from the outset. The majority of new assets are trading at or in some cases above plan, and the Manager has seen encouraging levels of acquisition interest from potential trade and private equity buyers for a number of portfolio companies. Further realisations from the old portfolio will provide liquidity for investment and offer the potential for future distributions to shareholders.
A more detailed review of portfolio activity and performance is set out in the Investment Manager's Review.
Valuation Process
Investments in unquoted companies are valued in accordance with the International Private Equity and Venture Capital Association Guidelines. The three largest investments in the old portfolio are substantial, mature, profitable companies. Nevertheless, it is possible that one or more of these investments could be realised at a gain compared to cost but at lower than carrying value, based on the exit multiples currently being achieved in the relevant sectors. Investments quoted or traded on a recognised stock exchange, including the Alternative Investment Market, are valued at their bid prices.
Dividend Policy
Although the revenue position continues to improve as a result of increasing levels of investment income, it is the Board's view that the Company is not yet in a position to make shareholder distributions. The short to medium term priorities are to continue to reduce the revenue account deficit and to retain funds to enable the Company to participate to an increasing extent in new later-stage private company investments. When the large legacy investments are sold, the process of transforming the portfolio will be accelerated, which will in turn hasten the introduction of a dividend programme.
Co-investment Scheme of the Manager
Maven continued to operate a co-investment scheme during the year, which allows members of the Manager's team to invest alongside the Company. The scheme invests in every transaction, including follow-on investments, and more closely aligns the interests of the Manager's executives and the Company's shareholders while providing an incentive to enable the Manager to retain the skills and capacity of the investment team in a highly competitive market.
Enhanced Share Buyback Scheme
Shareholders may recall that the resolution which proposed to give the Company the authority to buy back shares for cancellation was not approved at the AGM in 2010 or in 2011. Share buybacks can be a useful mechanism for managing the discount of the share price to net asset value, but they also have several disadvantages. In particular, they reduce the Company's assets, which can lead to an increase in the total expense ratio. More importantly for Ortus, share buybacks reduce the amount of scarce capital available to invest in developing the new private equity portfolio, and that is counter to the Board's strategy for improving the asset base and achieving a better balance between revenue and expenditure. For this reason, the Board has decided not to propose a resolution to allow the buyback of shares.
The Board is, however, reviewing the possibility of an enhanced buyback scheme which could enable shareholders to sell some of their shares and to reinvest the proceeds in new shares issued by the Company. Subject to the usual criteria for investment in VCTs, shareholders could receive up to 30% initial tax relief on the amount reinvested provided that they have not invested more than GBP200,000 in VCT shares during the same tax year. This type of scheme would also enable the company to avoid the disadvantages of the standard share buyback scheme.
The Board
Following the retirement of Ray Pierce as chairman and as a director after the AGM in 2011, I would like to thank him for his contribution during his term in office. I look forward to continuing to work with my fellow directors and to continuing the progress made so far in improving the quality of the portfolio. As part of a continuing drive to reduce costs, Ray Pierce has not been replaced and the number of directors has therefore reduced to four.
The Future
The Board is satisfied with progress made to date in repositioning the portfolio and we remain focussed on reducing the large exposure to the three remaining legacy assets. When one or more of these holdings has been sold we will give active consideration to the resumption of dividend payments, and this in turn should help to reduce the significant discount to NAV at which the shares currently trade on the London Stock Exchange.
Although the economic environment looks generally rather weak, the absence of commercial banking support for smaller growth companies will continue to provide your Company with high quality investment opportunities which, as has already been demonstrated, can be developed by the Manager to the best advantage of Ortus shareholders.
Investment Manager's Review
Overview
The prospects for the UK economy remain uncertain, with renewed concern over the threat to Britain's AAA credit rating following the declaration by Moody's of a "negative outlook" based on weaker UK growth prospects and the potential impact of the ongoing Eurozone crisis. This view is consistent with the Government's 2011 Autumn Statement which forecasts that the public sector borrowing requirement will increase over the next five years, and that an extended period of spending restraint will be required in order to ensure that the UK maintains its current rating. This fiscal control and lower discretionary spend capacity is likely to affect both consumer and investor confidence over the medium term.
Despite the challenging economic environment, we are encouraged to note that the majority of assets in your Company's new private equity portfolio are trading in line with expectations and continue to generate improved revenues. New investments are made only at conservative entry prices in businesses with little or no external debt, in transactions structured with a significant element of loan stock in order to generate an immediate yield to the VCT.
Notwithstanding the progress being made in building the new portfolio, your Company remains around 65% invested in large non-yielding legacy assets. We remain focused on realising these holdings for value where possible, in order to release sufficient cash for new investments and rebalance the portfolio.
The core investment strategy pursued by Maven is to use its national presence and local advisory relationships to generate a high level of new transaction introductions each year, and to invest selectively on prudent entry multiples in well managed private companies with reliable earnings. This approach has ensured that the Company has been able to participate in all new private company investments and is improving both diversification and revenue profiles.
There continues to be a steady flow of prospective transactions and investment opportunities in our target private equity market. Maven has been introduced to more than 400 private company transactions around the UK in the past 12 months, mainly by a network of long-established contacts across the corporate finance and business community.
Investment Activity
During the year the Ortus completed five substantial new private equity investments and seven follow-on investments in existing portfolio companies. There were two private company disposals during the year and one exit completed shortly after the year end.
At the year end, the overall portfolio stood at 39 unlisted and AIM investments at a total cost of GBP8.4 million with a VCT qualifying level of 78%. The new private equity portfolio comprises 19 investments, at an aggregate cost of GBP2.6 million, while the Company still holds three sizeable legacy assets, which represent 57% of the total private company portfolio. These larger inherited assets are trading profitably, although Maven continues to seek opportunities to realise the investments.
The Manager takes a proactive approach to portfolio management, with a focus on working with each management team to drive performance, and is involved in all key strategic issues and board appointments.
The following investments have been completed during the period.
Hot Features
Premium
Investment cost
Investment Date Sector GBP'000 Website
------------------------ ---------------- ------------------------ ----------------------- -----------------------
Unlisted
ATR Holdings Limited July 2011 Oil equipment services 4 www.atrgroup.co.uk
Claven Holdings Limited April 2011 Financial services 3 No website available
Glacier Energy Services March 2011 Oil equipment services 99
Group Limited www.glacier.co.uk
Lawrence Recycling & December 2011 Support services 10 www.lawrenceskiphire.c
Waste Management o.uk
Limited
LCL Hose Limited September 2011 Manufacturing 149 www.dantec.ltd.uk
Lemac No.1 Limited July 2011 Automobiles and parts
(trading as John
McGavigan Limited) 125 www.mcgavigan.com
Maven Co-invest Exodus June 2011 Telecommunication No website available
Limited Partnership services 165
Moriond Limited December 2011 Real Estate 150 No website available
Nessco Group Holdings October 2011 Oil equipment services www.nesscogroup.com
Limited 75
Space Student Living June 2011 Support services 99 No website available
Limited
TC Communications May 2011 Support services www.tccommunications.c
Holdings Limited 54 o.uk
Torridon Capital Financial services 74 www.elite-insurance.co
Limited April 2011 .uk
Total unlisted investment 1,007
-----------------------
AIM
Marwyn Management July 2011 Investment company 17 www.marwyn.com
Partners
Total AIM investment 17
-----------------------
Total investment 1,024
=======================
Ortus VCT has co-invested in these new transactions with Maven Income and Growth VCT, Maven Income and Growth VCT 2, Maven Income and Growth VCT 3, Maven Income and Growth VCT 4, Maven Income and Growth VCT 5 (formerly Bluehone AiM VCT2) and Talisman First Venture Capital Trust, and is expected to continue to co-invest in future transactions on this basis. The advantage of this ability to co-invest with other VCTs is that the Company is able to invest in a wider range and larger size of transaction than would be the case on a stand alone basis.
Portfolio Developments
The following new private company investments were added to the portfolio during the period under review.
-- Glacier Energy Services is a profitable oil & gas service group with two specialist trading subsidiaries, Roberts Pipeline Machining and Wellclad. Roberts designs and manufactures on-site portable cutting machines for blue chip oil & gas clients. Wellclad provides services to the European offshore and sub-sea equipment market. Glacier is focused on growth within its core UK market and on promoting its technologies to the international oil & gas market.
-- Space Student Living is a business providing contracted property management services in the student housing sector. Space aims to achieve significant growth across its consultancy services operation and to acquire further long term management contracts.
-- Maven Co-invest Exodus, a new company trading as 6(o) , was established by Penta Capital to implement a buy-and-build strategy in the business telecommunications service sector based on the converging of mobile, fixed-line, broadband, internet and IT technology businesses. Penta is an established private equity firm with which Maven previously co-invested in the successful 2010 management buy-out of esure.
-- LCL Hose, trading as Dantec, is a specialist manufacturer of hand-built composite hoses for the global petrochemical industry. Composite hoses provide the vital flexible connection in many fluid transfer systems, and are used worldwide in applications such as unloading road, rail and marine tankers within chemical and oil plants, and in Formula 1 racing. Dantec exports around 70% of its output and is engaged in a number of significant overseas projects.
-- Moriond, a new company set up to acquire an established residential property portfolio at a significant discount to open market value. Maven will work on a joint venture basis with an experienced developer to break up the portfolio into single lots, carry out minor refurbishment, and then implement a structured sale of the individual assets over an 18-24 month period. The transaction is projected to generate a significant capital gain alongside a 6.5% paid yield through the life of the investment.
Two new private company investments have also been added to the portfolio since the period end.
-- Cat Tech International is a niche industrial services business offering catalyst handling products and services to petrochemical plants operating in the major international markets. The business specialises in servicing equipment used in applications where
operational efficiency is critical and there is an increasing global focus on health and safety issues, and has developed a range of patented and proprietary products and processes to improve the efficiency, speed and safety of catalyst operations.
-- Vodat International is a provider of payment and communications solutions to retailers, which help to reduce costs, boost store productivity and increase sales in an increasingly competitive trading environment. Vodat has consistently improved profitability in recent years and enjoys high levels of recurring revenues from long term service and support contracts.
There were two notable private company exits during the year, and another completed shortly after the year end.
-- LG&DE, a legacy private company holding, was sold in March 2011 for GBP958,000 and realised a capital gain of GBP554,000. Although the proceeds were lower than the previous carrying value they have helped to improve liquidity for further investment in new private company assets.
-- Dalglen 1150 (Walker Technical Resources) was realised in July 2011 with total proceeds over the life of the investment of GBP601,000, representing an overall 3.0x return on the initial investment cost. The exit was via a secondary buy-out, funded by Gresham Private Equity, just two years after Maven originally led the management buy-in in June 2009. Walker, which provides some of the most advanced composite repairs technology available for the global oil & gas industry, had more than doubled earnings during the time of Maven's investment.
During March 2012, Maven also completed the realisation of ATR Group via a secondary buy-out led by the private equity manager NBGI, realising a 1.7x return on cost. ATR provides rental services for specialist plant, equipment and consumables, along with a comprehensive range of added value support services, to offshore and onshore energy services maintenance contractors operating in highly regulated environments.
Maven is also currently engaged in discussions with several prospective acquirers regarding potential exits from portfolio investments. This activity reflects the increasing maturity of the private equity portfolio but, whilst it is encouraging, there can be no certainty that it will ultimately lead to profitable disposals.
The table on page 10 gives details of realisations during the reporting period.
Date Complete/ Cost of Gain/(loss) over
first partial shares Value at 28 Sales Realised 28 February 2011
invested exit disposed of February 2011 proceeds gain/(loss) value
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------- ---------- ----------- ------------- ---------------- ------------- ------------------ -----------------
Unlisted
Atlantic Foods
Group Limited 2008 Partial 48 48 53 5 5
Attraction World
Holdings Limited 2010 Partial 30 30 30 - -
Dalglen (1150)
Limited (trading
as Walker
Technical
Resources) 2009 Complete 199 473 502 303 29
LG & DE Limited 2006 Complete 404 958 958 554 -
Tosca Penta
Investments
Limited
Partnership 2010 Partial 15 15 15 - -
Other unlisted disposals 5 5 5 - -
Total unlisted disposals 701 1,529 1,563 862 34
------------- ---------------- ------------- ------------------ -----------------
AIM
Angle PLC 2006 Partial 1 3 9 8 6
Deltex Medical
Group PLC 2001 Partial 26 54 77 51 23
Praesepe PLC 2008 Complete 21 12 17 (4) 5
Vectura Group PLC 2001 Partial 250 300 273 23 (27)
Total AIM disposals 298 369 376 78 7
------------- ---------------- ------------- ------------------ -----------------
Total disposals 999 1,898 1,939 940 41
============= ================ ============= ================== =================
One AIM company was struck off the register during the year resulting in a realised loss of GBP895,000 (cost GBP895,000). This had no effect on the NAV as a full provision had been made in earlier years.
Outlook
The Manager will continue to focus on improving shareholder returns through a combination of increasing revenues and rebalancing the portfolio. This will be achieved by making further investments in established, income-producing private companies, alongside a reduction in the exposure to large non-yielding legacy assets.
Maven Capital Partners UK LLP
Manager
INCOME STATEMENT
For the year ended 29 February 2012
Year ended 29 February 2012 Year ended 28 February 2011
Notes
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Losses on investments 8 - (266) (266) - (593) (593)
Investment income and deposit
interest 2 367 - 367 276 - 276
Investment management fees 3 (73) (220) (293) (76) (229) (305)
Incentive Fees 3 (41) (123) (164) (29) (39) (68)
Other expenses 4 (184) - (184) (220) - (220)
------------------------------ ------ -------------- ---------------- ---------------- ---------------- ---------------- --------------
Profit/(loss) on ordinary
activities before taxation 69 (609) (540) (49) (861) (910)
Tax on ordinary activities 5 (11) 11 - - - -
------------------------------ ------ -------------- ---------------- ---------------- ---------------- ---------------- --------------
Profit/(loss) on ordinary
activities after taxation 58 (598) (540) (49) (861) (910)
------------------------------ ------ -------------- ---------------- ---------------- ---------------- ---------------- --------------
Earnings per share (pence) 7 0.2 (0.2) - (0.1) (0.3) (0.4)
------------------------------ ------ -------------- ---------------- ---------------- ---------------- ---------------- --------------
A Statement of Total Recognised Gains and Losses
has not been prepared, as all gains and losses are
recognised in the Income Statement.
All items in the above statement are derived from
continuing operations. The Company has only one
class of business and derives its income from investments
made in shares, securities and bank deposits.
The total column of this Statement is the Profit and Loss
Account of the Company.
Year ended Year ended
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 29 February 2012 28 February 2011
For the year ended 29 February 2012
Notes GBP'000 GBP'000
------------------------------------------------------------------ ------- ----------------- -----------------
Opening Shareholders' funds 14,521 15,431
Net return for year (540) (910)
Closing Shareholders' funds 13,981 14,521
---------------------------------------------------------------------------- ----------------- -----------------
The accompanying Notes are an integral part of the Financial Statements.
BALANCE SHEET
As at 29 February 2012
29 February 2012 28 February 2011
Notes GBP'000 GBP'000 GBP'000 GBP'000
Investments at fair value through profit or loss 8 12,792 13,973
Current assets
Debtors 10 753 128
Cash and overnight deposits 16 594 628
------------------------------------------------------ -------- ---------- ---------- --------- ---------
1,347 756
------------------------------------------------------ -------- ---------- ---------- --------- ---------
Creditors
Amounts falling due within one year 11 (158) (208)
------------------------------------------------------ -------- ---------- ---------- --------- ---------
Net current assets 1,189 548
------------------------------------------------------ -------- ---------- ---------- --------- ---------
Net assets 13,981 14,521
------------------------------------------------------ -------- ---------- ---------- --------- ---------
Capital and reserves
Called up share capital 12 3,611 3,611
Special reserve 13 24,022 24,022
Share Premium reserve 13 3,261 3,261
Realised capital reserve 13 (20,733) (20,446)
Unrealised capital reserve 13 4,411 4,722
Capital redemption reserve 13 455 455
Profit and loss account 13 (1,046) (1,104)
Net assets attributable to ordinary shareholders 13,981 14,521
---------------------------------------------------------------- ---------- ---------- --------- ---------
Net Asset Value per Ordinary share (pence) 14 38.7 40.2
------------------------------------------------------ -------- ---------- ---------- --------- ---------
The Financial Statements of Ortus VCT PLC, registered number 3160586, were approved and authorised
for issue by the Board of Directors and were signed on its behalf by:
David Potter
Director
30 May 2012
The accompanying Notes are an integral part of the Financial Statements.
CASH FLOW STATEMENT
For the year ended 29 February 2012
29 February 2012 28 February 2011
Notes GBP'000 GBP'000 GBP'000 GBP'000
Operating activities
Investment income received 301 249
Investment management fees paid (293) (181)
Secretarial fees paid (37) (22)
Directors expenses paid (59) (94)
Other cash payments (294) (121)
------------------------------------- --------- -------------- ---------------- -------------- --------------
Net cash outflow from operating
activities 15 (382) (169)
Taxation
Corporation tax paid - -
------------------------------------- --------- -------------- ---------------- -------------- --------------
- -
Financial investment
Purchase of investments (1,024) (873)
Sale of investments 1,372 821
------------------------------------- --------- -------------- ---------------- -------------- --------------
Net cash inflow/(outflow) from
financial investment 348 (52)
Equity dividends paid - -
------------------------------------- --------- -------------- ---------------- -------------- --------------
Net cash outflow before financing (34) (221)
Decrease in cash 16 (34) (221)
------------------------------------- --------- -------------- ---------------- -------------- --------------
The accompanying Notes are an integral part of
the Financial Statements.
1 Accounting Policies - UK Generally Accepted Accounting Practice
(a) Basis of preparation
The Financial Statements have been prepared under the historical cost convention, modified to include the revaluations of investments, and in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the SORP) issued in 2009. The disclosures on Going Concern on page 27 of the Directors' Report form part of these financial statements.
(b) Income
Dividends receivable on equity shares and unit trusts are treated as revenue for the period on an ex-dividend basis. Where no ex-dividend date is available dividends receivable on or before the year end are treated as revenue for the period. Provision is made for any dividends not expected to be received. The fixed returns on debt securities and non-equity shares are recognised on a time apportionment basis so as to reflect the effective interest rate on the debt securities and shares. Provision is made for any fixed income not expected to be received. Interest receivable from cash and short term deposits and interest payable are accrued to the end of the year.
(c) Expenses
All expenses are accounted for on an accruals basis and charged to the income statement. Expenses are charged through the revenue account except as follows:
- expenses which are incidental to the acquisition and disposal of an investment are charged to capital; and
- expenses are charged to realised capital reserves where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the investment management fee has been allocated 25% to revenue and 75% to realised capital reserves to reflect the Company's investment policy and prospective income and capital growth.
(d) Taxation
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets on being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the financial statements which are capable of reversal in one or more subsequent periods.
Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
The tax effect of different items of income/gain and expenditure/loss is allocated between capital reserves and revenue account on the same basis as the particular item to which it relates using the Company's effective rate of tax for the period.
UK Corporation tax is provided at amounts expected to be paid/recovered using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.
(e) Investments
In valuing unlisted investments the Directors follow the criteria set out below. These procedures comply with the revised International Private Equity and Venture Capital Valuation Guidelines for the valuation of private equity and venture capital investments. Investments are recognised at their trade date and are designated by the Directors as fair value through the profit and loss. At subsequent reporting dates, investments are valued at fair value, which represent the Directors' view of the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction. This does not assume that the underlying business is saleable at the reporting date or that its current shareholders have an intention to sell their holding in the near future.
A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
1. For Investments completed within the 12 months prior to the reporting date and those at an early stage in their development, fair value is determined using the Price of Recent Investment Method, except that adjustments are made when there has been a material change in the trading circumstances of the company or a substantial movement in the relevant sector of the stock market.
2. Whenever practical, recent investments will be valued by reference to a material arm's length transaction or a quoted price.
3. Mature companies are valued by applying a multiple to their fully taxed prospective earnings to determine the enterprise value of the company.
4. Where there is evidence of impairment, a provision may be taken against the previous valuation of the investment.
5. In the absence of evidence of a deterioration, or strong defensible evidence of an increase in value, the fair value is determined to be that reported at the previous balance sheet date.
6. All unlisted investments are valued individually by Maven's Portfolio Management Team. The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company.
7. In accordance with normal market practice, investments listed on the Alternative Investment Market or a recognised stock exchange are valued at their bid market price.
(f) Fair value measurement
Fair value is defined as the price that the Company would receive upon selling an investment in a timely transaction to an independent buyer in the principal or the most advantageous market of the investment. A three-tier hierarchy has been established to maximise the use of observable market data and minimise the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on best information available in the circumstances.
The three-tier hierarchy of inputs is summarised in the three levels listed below.
- Level 1 - quoted prices in active markets for identical investments
- Level 2 - other significant observable inputs (included quoted prices for similar investments, interest rates, prepayment speeds, credit risk etc).
- Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments).
(g) Gains and losses on investments
When the Company revalues its investments during the year, any gains or losses arising are credited/charged to the Income Statement.
Notes to the Financial Statements
For the year ended 29 February 2012
2 Investment income and deposit interest Year ended 29 February 2012 Year ended 28 February 2011
GBP'000 GBP'000
---------------------------------------------- ---------------------------- ----------------------------
Income from investments:
UK franked investment income 13 51
UK unfranked investment income 331 225
Income from unlisted participating interests 23 -
---------------------------------------------- ---------------------------- ----------------------------
367 276
Total income 367 276
----------------------------------------------- ---------------------------- ----------------------------
3 Investment
management fees Year ended 29 February 2012 Year ended 28 February 2011
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- ------------------ ----------------- --------------- ------------------ ------------------ ----------------
Investment
management fees 73 220 293 76 229 305
73 220 293 76 229 305
--------------------- ------------------ ----------------- --------------- ------------------ ------------------ ----------------
Incentive Fees 41 123 164 29 39 68
Total fees 114 343 457 105 268 373
--------------------- ------------------ ----------------- --------------- ------------------ ------------------ ----------------
Details of the fee basis are contained in the Directors' Report.
4 Other
expenses Year ended 29 February 2012 Year ended 28 February 2011
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ----------------- ------------------ ----------------- ----------------- ------------------ -----------------
Secretarial
fees 31 - 31 29 - 29
Directors'
remuneration 59 - 59 66 - 66
Fees to
auditor -
audit
services 16 - 16 16 - 16
Fees to
auditor - tax
services 7 - 7 4 - 4
Miscellaneous
expenses 71 - 71 105 - 105
184 - 184 220 - 220
--------------- ----------------- ------------------ ----------------- ----------------- ------------------ -----------------
5 Tax on ordinary
activities Year ended 29 February 2012 Year ended 28 February 2011
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue Capital Total Revenue Capital Total
Corporation Tax 11 (11) - - - -
-------------------------- ---------------------- -------------------------- ---------------------- ---------------------- -------------------------- ----------------------
Factors affecting the tax charge for the year
The tax charge for the year shown in the Profit and Loss Account is lower than the standard
rate of corporation tax in the UK of 26%. (2011 : 28%). The differences are explained below:
Year ended 29 February 2012 Year ended 28 February 2011
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Profit/(loss) on ordinary
activities before tax 69 (609) (540) (49) (861) (910)
-------------------------- ---------------------- -------------------------- ---------------------- ---------------------- -------------------------- ----------------------
Profit/(loss) on ordinary
activities
multiplied by standard
rate of corporation tax 18 (158) (140) (14) (241) (255)
Non taxable UK dividend
income (3) - (3) (14) - (14)
Losses on investments - 69 69 - 166 166
Movement in excess
management expenses (4) 78 74 28 75 103
11 (11) - - - -
-------------------------- ---------------------- -------------------------- ---------------------- ---------------------- -------------------------- ----------------------
The Company has not recognised a deferred tax asset of GBP1,177,000 (2011: GBP1,300,000) arising
as a result of having unutilised management expenses.
6 Dividends
The Directors have not proposed a dividend for the year ended 29 February
2012 (2011: GBPnil).
7 Earnings per share Year ended 29 February 2012 Year ended 28 February 2011
-------------------------------------------- ------------------------------------- ---------------------------------
The returns per share have been based on the following
figures:
Weighted average number of ordinary shares 36,110,992 36,110,992
Revenue return GBP58,000 (GBP49,000)
Capital return (GBP598,000) (GBP861,000)
Total return (GBP540,000) (GBP910,000)
------------------------------------------------------------------- -------------- ------- ------- ---------------
8 Investments Year ended 29 February 2012
------------------------------------ -------------- --- --------------------------------------------------------------------------------------------
AIM AIM
(quoted (unobservable
prices) inputs) Unlisted Total
GBP'000 GBP'000 GBP'000 GBP'000
Valuation at 1 March 2011 886 - 13,087 13,973
Unrealised loss/(gain) 763 - (5,484) (4,721)
--------------------------------------------------------- ----------------------- ------------------------ ------------------- --------------------
Cost at 1 March 2011 1,649 - 7,603 9,252
Purchases 17 - 1,007 1,024
Sales (376) - (1,563) (1,939)
Realised (loss)/gain (817) - 862 45
--------------------------------------------------------- ----------------------- ------------------------ ------------------- --------------------
Cost at 29 February 2012 473 - 7,909 8,382
Unrealised gain 77 - 4,333 4,410
-----------------------
Valuation at 29 February 2012 550 - 12,242 12,792
--------------------------------------------------------- ----------------------- ------------------------ ------------------- --------------------
29 February 2012 28 February 2011
GBP'000 GBP'000
------------------------------------ -------------- ----------------- ----------------------- --------- ------------------------------------------
Realised gains on historical basis 45 (996)
Net movement in unrealised gain (311) 403
Gains/(losses) on investments (266) (593)
--------------------------------------------------------- ------------ ----------------------- --------- -------------------- --------------------
Note 1(f) defines the three tier hierarchy of investments and the significance of the information
used to determine their fair value that is required by Financial Reporting Standard 29 "Financial
Instruments: Disclosures".
9 Participating
Interests
The principal activity of the Company is to select and hold a portfolio of investments in
unlisted securities. Although the Company
will, in some cases, be represented on the board of the investee company, it will not take
a controlling interest or become involved
In the management. The size and structure of the companies with unlisted securities may result
in certain holdings in the portfolio
representing a participating interest without there being any partnership, joint venture or
management consortium agreement.
At 29 February 2012, the Company held shares amounting to 20% or more of the nominal value
of the equity capital of the following undertakings:
Profit/
Aggregate (loss)
% % Carrying Latest capital and after tax
of class of equity value accounts reserves for period
Investment held held GBP'000 period end GBP'000 GBP'000
----------------------- --------------- --------------- ----------- ------------ ------------ ------------
New Concept
2,179,960 ordinary
shares 30.0 30.0 Nil N/A N/A N/A
PSP/AHC (Dalglen 1148
Limited)
65,333 B ordinary
shares 31.1 23.3 Nil N/A N/A N/A
206.230 loan notes 46.6 Nil
Vyre Limited
59,400 ordinary shares 100.0 29.8 2,437,709 N/A N/A N/A
262,291 loan notes 46.2 262,291
The results of the above companies have not been incorporated in the Income Statement except
to the extent of any income received and receivable.
Other funds managed by members of the Maven Capital Partners are also invested in the above
companies.
No audited accounts are available in respect of New Concept, PSP/AHC (Dalglen 1148 Limited)
and Vyre Limited.
The company also holds shares or units amounting to 3% or more of the nominal value of the
allotted shares or units of any class of certain investee companies.
Details of the equity percentages held are shown in the Investment Portfolio Summary.
Year ended 29 February 2012 Year ended 28 February 2011
10 Debtors GBP'000 GBP'000
-------------------------------- ----------------------------- -----------------------------
Prepayments and accrued income 187 128
Other debtors 566 -
753 128
-------------------------------- ----------------------------- -----------------------------
Year ended 29 February 2012 Year ended 28 February 2011
11 Creditors GBP'000 GBP'000
-------------------------------------- ----------------------------- -----------------------------
Amounts falling due within one year:
Accruals 158 208
158 208
-------------------------------------- ----------------------------- -----------------------------
Year ended 29 February 2012 Year ended 28 February 2011
12 Share capital Number GBP'000 Number GBP'000
At end February the authorised share capital
comprised:
allotted, issued and fully paid:
Ordinary shares of 10p each
Balance brought forward 36,110,992 3,611 36,110,992 3,611
Balance carried forward 36,110,992 3,611 36,110,992 3,611
------------------------------ -------------- -------------- ------------------ ---------------- ------------------
13 Movement
in reserves
Special Share Realised Unrealised Capital Profit
Reserve Premium capital capital redemption and loss
account Account reserve reserve reserve account
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------- ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ----------------------
At 1 March
2011 24,022 3,261 (20,446) 4,722 455 (1,104)
Gain on sale - - 45 - - -
of
investments
Incentive - - (123) - - -
Fee
Investment - - (220) - - -
management
fees
Net increase - - - (311) - -
in value of
investments
Tax effect - - 11 - - -
of capital
items
Profit on
ordinary
activities
after
taxation - - - - - 58
At 29
February
2012 24,022 3,261 (20,733) 4,411 455 (1,046)
------------- ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ----------------------
The special reserve was established on cancellation of the share premium account on 11th June
2001.
14 Net asset value per
Ordinary share
The net asset value per Ordinary share and the Net Asset Value attributable to the Ordinary
shares at the year end calculated in accordance with the Articles of Association were as follows:
Year ended Year ended
29 February 2012 28 February 2011
Net asset Net asset Net asset Net asset
value per value value per value
share attributable share attributable
p GBP'000 p GBP'000
Ordinary shares 38.7 13,981 40.2 14,521
------------------------------- -------------------------- ----------------- ------------------- -----------------
The number of Ordinary shares used in this calculation is
set out in note 12.
15 Reconciliation of net return before taxation Year ended Year ended
to net cash inflow from operating activities 29 February 2012 28 February 2011
GBP'000 GBP'000
------------------------------------------------- --------------------- --------------------
Loss on ordinary activities before taxation (540) (910)
Loss on investments 266 593
(Increase)/decrease in debtors and prepayments (58) 99
(Decrease)/increase in creditors and accruals (50) 49
Net cash outflow from operating activities (382) (169)
-------------------------------------------------- --------------------- --------------------
16 Analysis of changes in net funds At At
1 March Cash 29 February
2011 flows 2012
GBP'000 GBP'000 GBP'000
------------------------------------- ------------------- --------------------- -------------------
Cash and overnight deposits 628 (34) 594
Net funds 628 (34) 594
------------------------------------- ------------------- --------------------- -------------------
At At
1 March Cash 28 February
2010 flows 2011
GBP'000 GBP'000 GBP'000
------------------------------------- ------------------- --------------------- -------------------
Cash and overnight deposits 849 (221) 628
Net funds 849 (221) 628
------------------------------------- ------------------- --------------------- -------------------
17. Capital commitments, contingencies and financial guarantees
There were no capital commitments, contingencies or financial guarantees at 29 February 2012
or at the previous year end.
18 Derivatives and other financial instruments
The Company's financial instruments comprise equity and fixed interest investments, cash balances,
overnight deposits and debtors and creditors that arise directly from its operations, for
example, in respect of sales and purchases awaiting settlement, and debtors for accrued income.
The Company holds financial assets in accordance with its investment policy of investing mainly
in a portfolio of VCT qualifying unquoted and AIM quoted securities. The Company may not enter
into derivative transactions in the form of forward currency contracts, futures and options
without the written permission of the Directors. It is not the Company's policy to enter into
derivative transactions. The purpose of these financial instruments is efficient portfolio
management.
The main risks the Company faces from its financial instruments are (i) market price risk,
being the risk that the value of investment holdings will fluctuate as a result of changes
in market prices caused by factors other than interest rate or currency movement, (ii) interest
rate risk and (iii) liquidity risk. In line with the Company's investment objective, the portfolio
comprises of UK securities and therefore has no exposure to foreign currency risk.
The Manager's policies for managing these risks are summarised below and have been applied
throughout the year. The numerical disclosures below exclude short-term debtors and creditors
which are included in the balance sheet at fair value.
(i) Market price risk
The Company's investment portfolio is exposed to market price fluctuations, which are monitored
by the Manager in pursuance of the investment objective as set out on page 19. Adherence to
investment guidelines and to investment and borrowing powers set out in the Management Agreement
mitigates the risk of excessive exposure to any particular type of security or issuer and,
in particular, no purchase can be made in any one company where this would result in a holding
that would exceed 7.5% of the Company's investments at the time the investment is made.
These powers and guidelines include the requirement to invest in a number of companies across
a range of industrial and service sectors at varying stages of development but with the emphasis
on well established businesses. The Company complied with the stated investment guidelines
and borrowing powers throughout the year ended 29 February 2012.
Further information on the investment portfolio (including sector analysis, concentration
and deal type analysis) is set out in the Analysis of Unlisted and AIM/PLUS Portfolio, the
Investment Manager's Review, the Summary of Investment Changes, the Investment Portfolio Summary
and the Ten Largest Unlisted and AIM Investments.
(ii) Interest rate risk
Non-interest
29 February 2012 Fixed interest Floating rate bearing
Sterling GBP'000 GBP'000 GBP'000
------------------------- -------------------------- -------------------------- --------------------------
Unlisted and AIM/PLUS 3,117 - 10,374
Cash - 594 -
3,117 594 10,374
------------------------- -------------------------- -------------------------- --------------------------
Non-interest
28 February 2011 Fixed interest Floating rate bearing
Sterling GBP'000 GBP'000 GBP'000
------------------------- -------------------------- -------------------------- --------------------------
Unlisted and AIM/PLUS 2,511 - 11,430
Cash - 628 -
2,511 628 11,430
------------------------- -------------------------- -------------------------- --------------------------
Derivatives and other financial instruments (continued)
The floating rate assets consist of cash deposits. These assets are earning interest at prevailing
money market rates. The unlisted
non-interest bearing assets represent the equity element of the portfolio. All assets and
liabilities of the company are included in the
balance sheet at fair value.
Maturity
profile
The maturity profile of the Company's financial assets at the Balance sheet date was as follows:
Within Within Within Within Within More than
1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total
At 29
February
2012 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------- --------------- --------------- --------------- --------------- --------------- ---------------- --------------
Fixed
Interest
Unlisted 490 597 1,326 386 213 105 3,117
490 597 1,326 386 213 105 3,117
----------- --------------- --------------- --------------- --------------- --------------- ---------------- --------------
Within "more than 5 years" there is a figure of GBPnil (2011 : GBP1,000) in respect of preference
shares which have no redemption
date.
It is the Directors' opinion that the carrying amounts of these financial assets represent
the maximum credit risk exposure at the
balance
sheet
date.
Within Within Within Within Within More than
1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total
At 28
February
2011 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------- --------------- --------------- --------------- --------------- --------------- ---------------- --------------
Fixed
Interest
Unlisted 391 239 845 547 448 41 2,511
391 239 845 547 448 41 2,511
----------- --------------- --------------- --------------- --------------- --------------- ---------------- --------------
It is the Directors opinion that the carrying amounts of these financial assets represent
the maximum credit risk exposure at the
balance
sheet
date.
All liabilities are due within one year and, as such, no maturity profile has been provided.
(iii)
Liquidity
risk
Due to their nature, unlisted investments may not be readily realisable and therefore a portfolio
of listed assets and cash is held
to offset this liquidity risk. Note 1(e) details the three-tier hierarchy of inputs used as
at 29 February 2012 in valuing the Company's
investments carried at fair value.
Credit risk and interest rate risk are minimised by acquiring high quality government treasury
stocks or other bonds which have a
relatively short time to maturity (see Investment Portfolio Summary).
The company, generally, does not hold significant cash balances and any cash held is with
reputable banks with high quality
external credit ratings.
Other information
The financial information contained within this Announcement does not constitute the Company's statutory financial statements for the year ended 28 February 2012 and has not been delivered to the Registrar of Companies. The Annual Report for the year ended 28 February 2012 will be issued to Shareholders and will shortly be available on the Company's website at www.mavencp.com/ortus. This Announcement has been prepared on the same basis as the Annual Report for the year ended 28 February 2011 and the financial information for the year ended 28 February 2011 is derived from the statutory accounts for that period, which have been delivered to the Registrar of Companies and which contained an unqualified audit report.
The Annual General Meeting will be held on 11 July 2012, commencing at 11.00 a.m., at the Company's registered office.
MAVEN CAPITAL PARTNERS UK LLP
SECRETARY
ENDS
Neither the content of the Company's website nor the contents of any website accessible from hyperlinks on the company's website (or any other website) is incorporated into, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSBUGDURUXBGDB
1 Year Ortus Vct Chart |
1 Month Ortus Vct Chart |
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
