TIDMGFV
RNS Number : 8270U
Guinness Flight Venture Cap Tst PLC
30 June 2009
?
Chairman's Statement
The past year has been characterised by the effects of the "credit crunch", a
serious economic downturn and resulting turmoil in the quoted markets. The
Company has by far the majority of its investments in private companies which
are not directly affected by the events in the quoted arena. Generally the
performance of most of the portfolio is in line with expectations and perhaps
better than it could have been in the economic circumstances. It is also a
feature of current market conditions that they do not allow the true reflection
of value of companies that are performing well. Therefore, with the exception of
one investment of medium size which ceased trading, valuations are largely
unaffected. The Company has operated within its means, which has constrained our
ability to invest and diversify the portfolio.
Performance
The Manager has continued to work closely with the portfolio of investee
companies to ensure that the Company maximises its return from each investment.
Interest and dividend income is now being received from a number of investments
in line with investment agreements and a number of repayments of loan capital
have been received. The net asset value of the Company at 28 February 2009 was
41.3p per share compared with 50.08p at 29 February 2008. The decrease in NAV of
17.5% compares with a decrease in the FTSE All Share Index, which fell by 35.9%
over the period, and a decrease of 61.8% in the FTSE AIM All-share Index.
There was a net loss of GBP157,000 on the revenue account for the year compared
to the modest gain of GBP2,000 for the previous year as the one-off successes
achieved during 2008 in collecting arrears of income could not be repeated. A
further reduction in operating costs was achieved. There was an overall loss of
GBP2,224,000 on the capital account as one investment was written off due to its
failure and the value of a number of investments were written down to reflect
current trading and realisation expectations.
A more detailed review of these developments and of the performance of the
portfolio is given in the Investment Manager's Report.
Dividends
As intimated in the Interim report, the Board will not be recommending the
payment of a dividend until there has been a further significant reduction in
the utilisation of the borrowing facility with Bank of Scotland.
Share buybacks
A resolution to give the Board the necessary authority to continue the share
buy-back programme in appropriate circumstances is included in the notice of
meeting for the AGM. In determining whether it is appropriate to buy back shares
for cancellation, the Board has to bear in mind the interests of the company as
a whole. The considerations will include the fact that the portfolio is fully
invested and that it will be in the Company's continuing longer term interest to
use proceeds of sales when they do occur to make new investments in order to
revitalise the portfolio.
Investment Strategy
The Manager's strategy is to build a diversified portfolio of unlisted and AIM
investments that offer excellent growth prospects and therefore the opportunity
for capital gains in the medium and longer term while maintaining VCT qualifying
status. The value in the portfolio remains concentrated in a small number of
relatively mature investments. The Company has the benefit of being able to
co-invest alongside other investment funds managed by the Managers, although new
investment is currently constrained by the need to reduce indebtedness. The
Manager expects, over time, to realise the value from the current portfolio and
reinvest the proceeds in a larger number of smaller investments to give it a
more diversified base which will spread the risk of investing in small
companies. This process will take some time. The value of stakes in private
companies can be maximised only if companies are carefully managed to prepare
them for sale and the sale process is launched at the optimum time in the
companies' business cycles.
Valuation Process
Investments in unquoted companies are valued in accordance with the
International Private Equity and Venture Capital Association Guidelines.
Investments quoted or traded on a recognised stock exchange, including the
Alternative Investment Market (AIM), are valued at their bid price.
Portfolio Developments
A detailed review of the state of the portfolio companies is given in the
Investment Manager's Report. During the course of the year, the final tranche of
proceeds from Mawdsley's (GNS) were received amounting to GBP448,000 as was
reported in last year's Annual Report. The investment in Bridgefilms was
realised for GBP305,000, slightly above the valuation at 29 February 2008, while
repayments of loan capital were received from Espresso and Ashford Colour Press.
The most significant event was the failure of Serrastone to raise additional
capital from its shareholders to continue to fund the development of the
alternative building block which it had been developing. This resulted in the
company being placed in the French equivalent of administration and the complete
write off of the carrying value of the holding. Other changes in valuation are
covered later in the Report. Overall the value of the portfolio decreased by
GBP2.1 million over the course of the year.
Following the year end, the Company realised its investment in Fine Art
Logistics for GBP300,000. As a result, net indebtedness has fallen from its peak
of GBP1.8 million in late 2007 to approximately GBP434,000 at 24 June 2009.
Co-investment Scheme of the Manager
A Co-Investment scheme which allows executive members of the Manager to invest
alongside the Company continued to operate during the year. The scheme operates
through a nominee company which invests alongside the Company in each and every
transaction made by the Company, including any follow-on investments.
The scheme more closely aligns the interests of the executives and the Company's
shareholders while providing an incentive to enable the Manager to retain the
existing skills and capacity of the Manager's investment team in a highly
competitive market.
VCT Qualifying Status
The VCT qualifying status of your Company is monitored on a continuous basis and
I am pleased to confirm that all of the criteria required to maintain VCT status
are being achieved.
Manager
On 9 June 2009, Aberdeen Asset Managers' senior Private Equity team launched
Maven Capital Partners UK LLP and completed a management buy-out of that
business. The Board has ascertained that Maven Capital Partners employs largely
the same team a previously, operating from a network of offices across the UK,
and that there should be no change in the level of investment management,
administrative and company secretarial services provided. The Company has
therefore novated the investment management agreement to Maven Capital Partners.
The Future
Significant progress is being made in reducing indebtedness and one significant
realisation will clear the overdraft. Thereafter, the Company will participate
in the private company transactions being undertaken by the VCT clients of the
Manager, and the Board is confident that these will deliver sustained long-term
performance which will result in a growing NAV and a return to payment of
dividends. In the meantime, the Board continues to keep the VCT market under
review and is looking for opportunities to enhance shareholder value.
Raymond Pierce
Chairman
30 June 2009
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| guinness flight venture capital trust PLC |
| INCOME Statement* |
| For the year ended 28 February 2009 |
+---------------------------------------------------------------------------------------------------+
| | Year ended | Year ended |
| | 28 February 2009 | 29 February 2008 |
| | (audited) | (audited) |
+-----------------------------------+---------------------------------+-----------------------------+
| | Revenue | Capital | Total | Revenue | Capital | Total |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| | | | | | | |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| (Losses)/gains on investments | - | (2,043) | (2,043) | - | 477 | 477 |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| Income from investments | 113 | - | 113 | 309 | - | 309 |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| Other income | 7 | - | 7 | 4 | - | 4 |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| Investment management fees | (36) | (107) | (143) | (61) | (182) | (243) |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| Incentive fees | (24) | (16) | (40) | (80) | (52) | (132) |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| Finance costs | (19) | (58) | (77) | (32) | (95) | (127) |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| Other expenses | (198) | - | (198) | (138) | - | (138) |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| Return on ordinary activities | (157) | (2,224) | (2,381) | 2 | 148 | 150 |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| before taxation | | | | | | |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| Tax on ordinary activities | - | - | - | - | - | - |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| Return on ordinary activities | (157) | (2,224) | (2,381) | 2 | 148 | 150 |
| after taxation | | | | | | |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| | | | | | | |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
| Earnings per share (pence) | (0.58)p | (8.20)p | (8.77)p | 0.01 | 0.54 | 0.55 |
+-----------------------------------+---------+-----------+-----------+---------+---------+---------+
* The total column of this statement is the Profit and Loss Account of the
Company.
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.
+--------------------------------------+---------------------+---------------------+
| guinness flight venture capital trust PLC |
| REconciliation of movements in shareholders' funds |
| For the year ended 28 February 2009 |
+----------------------------------------------------------------------------------+
| | Year ended | Year ended |
| | 28 February 2009 | 29 February 2008 |
| | (audited) | (audited) |
+--------------------------------------+---------------------+---------------------+
| | GBP'000 | GBP'000 |
+--------------------------------------+---------------------+---------------------+
| | | |
+--------------------------------------+---------------------+---------------------+
| Opening Shareholders' funds | 13,590 | 13,440 |
+--------------------------------------+---------------------+---------------------+
| Total gain/(loss) for year | (2,381) | 150 |
+--------------------------------------+---------------------+---------------------+
| Dividends paid | - | - |
+--------------------------------------+---------------------+---------------------+
| Repurchase and cancellation of | - | - |
| shares | | |
+--------------------------------------+---------------------+---------------------+
| Closing Shareholders' funds | 11,209 | 13,590 |
+--------------------------------------+---------------------+---------------------+
+--------------------------------------+--------------+--------------+--------------+------------+
| guinness flight venture capital trust PLC |
| BALANCE SHEET |
| As at 28 February 2009 |
+------------------------------------------------------------------------------------------------+
| | 28 February 2009 | 29 February 2008 |
| | (audited) | (audited) |
+--------------------------------------+-----------------------------+---------------------------+
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+--------------------------------------+--------------+--------------+--------------+------------+
| Investments at fair value through | | 11,882 | | 14,908 |
| profit or loss | | | | |
+--------------------------------------+--------------+--------------+--------------+------------+
| | | | | |
+--------------------------------------+--------------+--------------+--------------+------------+
| Current assets | | | | |
+--------------------------------------+--------------+--------------+--------------+------------+
| Debtors | 87 | | 166 | |
+--------------------------------------+--------------+--------------+--------------+------------+
| Cash and overnight deposits | 206 | | 118 | |
+--------------------------------------+--------------+--------------+--------------+------------+
| | 293 | | 284 | |
+--------------------------------------+--------------+--------------+--------------+------------+
| | | | | |
+--------------------------------------+--------------+--------------+--------------+------------+
| Creditors: amounts falling due | (966) | | (1,602) | |
| within one year | | | | |
+--------------------------------------+--------------+--------------+--------------+------------+
| Net current liabilities | | (673) | | (1,318) |
+--------------------------------------+--------------+--------------+--------------+------------+
| Total net assets | | 11,209 | | 13,590 |
+--------------------------------------+--------------+--------------+--------------+------------+
| | | | | |
+--------------------------------------+--------------+--------------+--------------+------------+
| Capital and reserves | | | | |
+--------------------------------------+--------------+--------------+--------------+------------+
| Called up share capital | | 2,714 | | 2,714 |
+--------------------------------------+--------------+--------------+--------------+------------+
| Special reserve | | 24,022 | | 24,022 |
+--------------------------------------+--------------+--------------+--------------+------------+
| Capital redemption reserve | | 255 | | 255 |
+--------------------------------------+--------------+--------------+--------------+------------+
| Capital reserves - realised | | (18,523) | | (11,234) |
+--------------------------------------+--------------+--------------+--------------+------------+
| Capital reserves - unrealised | | 3,641 | | (1,424) |
+--------------------------------------+--------------+--------------+--------------+------------+
| Revenue reserve | | (900) | | (743) |
+--------------------------------------+--------------+--------------+--------------+------------+
| Net assets attributable to Ordinary | | 11,209 | | 13,590 |
| Shareholders | | | | |
+--------------------------------------+--------------+--------------+--------------+------------+
| | | | | |
+--------------------------------------+--------------+--------------+--------------+------------+
| Net asset value per ordinary share | | 41.3p | | 50.08p |
| (pence) | | | | |
+--------------------------------------+--------------+--------------+--------------+------------+
+--------------------------------------+-------------+-------------+-------------+-------------+
| guinness flight venture capital trust PLC |
| CASH FLOW STATEMENT |
| For the year ended 28 February 2009 |
+----------------------------------------------------------------------------------------------+
| | Year ended | Year ended |
+--------------------------------------+---------------------------+---------------------------+
| | 28 February 2009 | 29 February 2008 |
| | (audited) | (audited) |
+--------------------------------------+---------------------------+---------------------------+
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Net cash outflow from operating | | (350) | | (403) |
| activities | | | | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| | | | | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Taxation | | | | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Corporation tax | | - | | - |
+--------------------------------------+-------------+-------------+-------------+-------------+
| | | | | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Financial investment | | | | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Purchase of investments | (100) | | (820) | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Sale of investments | 1,108 | | 857 | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Net cash inflow from financial | | 1,008 | | 37 |
| investment | | | | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| | | | | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Equity dividends paid | | - | | - |
+--------------------------------------+-------------+-------------+-------------+-------------+
| | | | | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Net cash outflow before financing | | 658 | | (366) |
+--------------------------------------+-------------+-------------+-------------+-------------+
| | | | | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Financing | | | | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Bank loan interest paid | (111) | | (88) | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Repurchase of shares | - | | - | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Net cash outflow from financing | | (111) | | (88) |
+--------------------------------------+-------------+-------------+-------------+-------------+
| | | | | |
+--------------------------------------+-------------+-------------+-------------+-------------+
| Increase/(Decrease) in cash | | 547 | | (454) |
+--------------------------------------+-------------+-------------+-------------+-------------+
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 revaluation of investments, and in
accordance with the Statement of Recommended Practice 'Financial Statements of
Investment Trust Companies' (the SORP) issued in 2005. The disclosures on Going
Concern on page 18 of the Directors' Report form part of these financial
statements.
(b) Income
Dividends receivable on equity shares 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,
the incentive
fee and finance costs have 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 only being recognised if it is considered more
likely than not that there will be suitable profits from which the
future reversal of the underlying timing differences can be deducted. Timing
differences are differences arising between the Company's taxable profits and
its results as stated in the financial statements which are capable of reversal
in one or more subsequent periods.
Deferred tax is measured on a non-discounted basis at the tax rates that are
expected to apply in the periods in which timing differences are expected to
reverse, based on tax rates and laws enacted or substantively enacted at the
balance sheet date.
The tax effect of different items of income/gain and expenditure/loss is
allocated between capital reserves and revenue account on the same basis as the
particular item to which it relates using the Company's effective rate of tax
for the period.
(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 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.
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.
3.1 To obtain a valuation of the total ordinary share capital held by management
and the institutional investors, the value of third party debt, institutional
loan stock, debentures and preference share capital is deducted from the
enterprise value. The effect of any performance related mechanisms is taken into
account when determining the value of the ordinary share capital.
3.2 Preference shares, debentures and loan stock are valued using the Price of
Recent Investment Method. When a redemption premium has accrued, this will only
be valued if there is a reasonable prospect of it being paid. Preference shares
which carry a right to convert into ordinary share capital are valued at the
higher of the Price of Recent Investment Method basis and the price/earnings
basis, both described above.
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 Aberdeen Private Equity'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) 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.
Movement in reserves
+--------------------+-----------+------------+------------+------------+-----------+
| | Special | Capital | Capital | Capital | Revenue |
| | reserve* | redemption | reserves | reserves | reserve |
| | | reserve | realised | unrealised | |
+--------------------+-----------+------------+------------+------------+-----------+
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP000 |
+--------------------+-----------+------------+------------+------------+-----------+
| At 1 March 2008 | 24,022 | 255 | (11,234) | (1,424) | (743) |
+--------------------+-----------+------------+------------+------------+-----------+
| Losses on sales of | - | - | (7,108) | - | - |
| investments | | | | | |
+--------------------+-----------+------------+------------+------------+-----------+
| Decrease in | - | - | - | 5,065 | - |
| unrealised | | | | | |
| depreciation | | | | | |
+--------------------+-----------+------------+------------+------------+-----------+
| Investment | - | - | (107) | - | - |
| management fees | | | | | |
+--------------------+-----------+------------+------------+------------+-----------+
| Incentive fees | - | - | (16) | - | - |
+--------------------+-----------+------------+------------+------------+-----------+
| Finance costs | - | - | (58) | - | - |
+--------------------+-----------+------------+------------+------------+-----------+
| Retained net | - | - | - | - | (157) |
| revenue for period | | | | | |
+--------------------+-----------+------------+------------+------------+-----------+
| At 28 February | 24,022 | 255 | (18,523) | 3,641 | (900) |
| 2009 | | | | | |
+--------------------+-----------+------------+------------+------------+-----------+
*The special reserve was established on cancellation of the share premium
account on 11 June 2001.
Income
+-------------------------------+---------------------+-------------------------------+
| | Year ended | Year ended |
+-------------------------------+---------------------+-------------------------------+
| | 28 February 2009 | 29 February 2008 |
+-------------------------------+---------------------+-------------------------------+
| Income | GBP'000 | GBP'000 |
+-------------------------------+---------------------+-------------------------------+
| Income from investments: | | |
+-------------------------------+---------------------+-------------------------------+
| UK dividends | 12 | 24 |
+-------------------------------+---------------------+-------------------------------+
| UK unfranked investment | 101 | 285 |
| income | | |
+-------------------------------+---------------------+-------------------------------+
| | 113 | 309 |
+-------------------------------+---------------------+-------------------------------+
| Other income: | | |
+-------------------------------+---------------------+-------------------------------+
| Deposit interest | 1 | 4 |
+-------------------------------+---------------------+-------------------------------+
| Other income | 6 | - |
+-------------------------------+---------------------+-------------------------------+
| Total income | 120 | 313 |
+-------------------------------+---------------------+-------------------------------+
| Total income comprises: | | |
+-------------------------------+---------------------+-------------------------------+
| Dividends | 13 | 24 |
+-------------------------------+---------------------+-------------------------------+
| Interest | 107 | 289 |
+-------------------------------+---------------------+-------------------------------+
| | 120 | 313 |
+-------------------------------+---------------------+-------------------------------+
Investments
+-----------------------+------------------+----------------+----------------+
| | Year ended 28 February 2009 |
+-----------------------+----------------------------------------------------+
| | AIM | Unlisted | Total |
+-----------------------+------------------+----------------+----------------+
| Investments | GBP'000 | GBP'000 | GBP'000 |
+-----------------------+------------------+----------------+----------------+
| Movements during the | | | |
| year: | | | |
+-----------------------+------------------+----------------+----------------+
| Valuation at 1 March | 12 | 14,896 | 14,908 |
| 2008 | | | |
+-----------------------+------------------+----------------+----------------+
| Unrealised loss | (882) | (543) | (1,425) |
+-----------------------+------------------+----------------+----------------+
| Cost at beginning of | 894 | 15,439 | 16,333 |
| year | | | |
+-----------------------+------------------+----------------+----------------+
| Purchases | - | 99 | 99 |
+-----------------------+------------------+----------------+----------------+
| Sales proceeds | - | (1,082) | (1,082) |
+-----------------------+------------------+----------------+----------------+
| Realised losses | - | (7,108) | (7,108) |
+-----------------------+------------------+----------------+----------------+
| Cost at 28 February | 894 | 7,348 | 8,242 |
| 2009 | | | |
+-----------------------+------------------+----------------+----------------+
| Unrealised | (890) | 4,530 | 3,640 |
| gain/(loss) | | | |
+-----------------------+------------------+----------------+----------------+
| Valuation at 28 | 4 | 11,878 | 11,882 |
| February 2009 | | | |
+-----------------------+------------------+----------------+----------------+
+-----------------------+------------------+----------------+
| | 28 February 2009 | 28 February |
| | | 2008 |
+-----------------------+------------------+----------------+
| The portfolio | GBP'000 | GBP'000 |
| valuation | | |
+-----------------------+------------------+----------------+
| Held at market | | |
| valuation: | | |
+-----------------------+------------------+----------------+
| AIM investments | 4 | 12 |
+-----------------------+------------------+----------------+
| | 4 | 12 |
+-----------------------+------------------+----------------+
| Unlisted at | | |
| Directors' valuation: | | |
+-----------------------+------------------+----------------+
| Unquoted equities | 9,681 | 11,965 |
+-----------------------+------------------+----------------+
| Unquoted fixed income | 2,197 | 2,931 |
+-----------------------+------------------+----------------+
| | 11,878 | 14,896 |
+-----------------------+------------------+----------------+
| Total | 11,882 | 14,908 |
+-----------------------+------------------+----------------+
| Realised losses on | (7,108) | (443) |
| historical basis | | |
+-----------------------+------------------+----------------+
| Net movement in | 5,065 | 920 |
| unrealised | | |
| depreciation | | |
+-----------------------+------------------+----------------+
| | (2,043) | 477 |
+-----------------------+------------------+----------------+
Derivatives and other financial instruments
The Company's financial instrument comprise securities and other investments,
financial commitments and guarantees, cash balances 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 may
not enter into derivative transactions in the form of forward foreign currency
contracts, futures and options without the written permission of the Directors.
No derivative transactions were entered into during the period.
The main risks the Company faces from it 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
rates, (ii) interest rate risk, and (iii) liquidity risk. In line with the
Company's investment objective, the portfolio comprises only sterling currency
securities and therefore has no director exposure to foreign currency risk.
The Manager's policies for managing these risks are summarised below and have
been applies throughout the period. The numerical disclosures below exclude
short-term debtors and creditors which are included in the balance sheet at fair
value.
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 12. Adherence to investment guidelines and to investment and
borrowing policies set out in the management agreement mitigates the risk of
excessive exposure to any particular type of security or issuer. These powers
and guidelines include investing across a range of industrial and service
sectors at varying stages of development, to closely monitor the progress of
these companies and to appoint a non-executive director to the board of each
company. Further information on the investment portfolio (including sector
concentration and deal type analysis) is set out in the Analysis of Unlisted and
AIM Portfolio, Investment Manager's Review, Investment Portfolio Summary and
Largest Unlisted and AIM Investments on pages 4 to 9.
Interest rate risk
Some of the Company's financial assets are interest-bearing, some of which are
at fixed rates and some at variable. As a result, the Company is subject to
exposure to fair value interest risk due to fluctuations in the prevailing level
of market interest rates.
The interest rate risk profile of financial assets at the balance sheet date was
as follows:
+--------------------------------+--------------+------------+--------------------+
| Ordinary Shares At 28 February | Fixed | Floating | Non-interest |
| 2009 | interest | rate | bearing |
| | | | |
+--------------------------------+--------------+------------+--------------------+
| Sterling | GBP'000 | GBP'000 | GBP'000 |
+--------------------------------+--------------+------------+--------------------+
| AIM investments | - | - | 4 |
+--------------------------------+--------------+------------+--------------------+
| Unlisted investments | 2,197 | - | 9,681 |
+--------------------------------+--------------+------------+--------------------+
| Cash | - | 206 | - |
+--------------------------------+--------------+------------+--------------------+
| Bank overdraft | - | (684) | - |
+--------------------------------+--------------+------------+--------------------+
| | 2,197 | (478) | 9,685 |
+--------------------------------+--------------+------------+--------------------+
+--------------------------------+--------------+-------------+-------------------+
| Ordinary Shares At 29 February | Fixed | Floating | Non-interest |
| 2008 | interest | rate | bearing |
| | | | |
+--------------------------------+--------------+-------------+-------------------+
| Sterling | GBP'000 | GBP'000 | GBP'000 |
+--------------------------------+--------------+-------------+-------------------+
| AIM investments | - | - | 12 |
+--------------------------------+--------------+-------------+-------------------+
| Unlisted investments | 2,931 | - | 11,965 |
+--------------------------------+--------------+-------------+-------------------+
| Cash | - | 118 | - |
+--------------------------------+--------------+-------------+-------------------+
| Bank overdraft | - | (1,143) | - |
+--------------------------------+--------------+-------------+-------------------+
| | 2,931 | (1,025) | 11,977 |
+--------------------------------+--------------+-------------+-------------------+
The unlisted fixed interest assets have a weighted average life of one year
(2008: one year).
The non-interest-bearing assets represent the equity and unit trust element of
the portfolio. All assets and liabilities of the Company are included in the
balance sheet at fair value.
It is the Directors opinion that the carrying amounts of these financial assets
represent the maximum credit risk exposure at the balance sheet date.
The interest rate which determines the interest received on cash balances or
paid on the bank overdraft is the bank base rate.
Credit risk
This is the risk that a counterparty to a financial instrument will fail to
discharge an obligation or commitment that it has.
The Company's financial assets exposed to credit risk amounted to the following:
+-------------------------------+----------------+----------------+
| | 28 February | 29 February |
| | 2009 | 2008 |
+-------------------------------+----------------+----------------+
| | GBP'000 | GBP'000 |
+-------------------------------+----------------+----------------+
| Investments in unlisted debt | 2,197 | 2,931 |
| securities | | |
+-------------------------------+----------------+----------------+
| Cash and cash equivalents | 206 | 118 |
+-------------------------------+----------------+----------------+
| | 2,403 | 3,049 |
+-------------------------------+----------------+----------------+
All fixed interest assets which are traded on a recognised exchange and all the
Company's cash balances are held by JP Morgan Chase (JPM), the Company's
Custodian. Should the credit quality or the financial position of JPM
deteriorate significantly, the Manager will move these assets to another
financial institution.
The Manager evaluates credit risk on unlisted debt securities and financial
commitments and guarantees prior to investment, and as part of the ongoing
monitoring of investments. In doing this, it takes into account the extent and
quality of any security held. Typically, unlisted debt securities have a fixed
charge over the assets of the investee company in order to mitigate the gross
credit risk. The Manager receives management accounts from investee companies,
and members of the investment management team sit on the boards of investee
companies; this enables the close identification, monitoring and management of
investment specific credit risk.
There were no significant concentrations of credit risk to counterparties at 28
February 2009 or 29 February 2008.
Liquidity risk
This is the risk that the Company will encounter difficulty in meeting
obligations associated with financial liabilities. The Company's financial
instruments include unlisted and AIM traded investment which are not traded in
an organised public market and which generally may be illiquid. As a result, the
Company may not be able to liquidate quickly some of its investments at an
amount close to their fair value in order to meet its liquidity requirements.
The Company's investment policy ensures that the Company has sufficient
investment in ash to meet its ongoing obligations. At 28 February 2009 the cash
balance was GBP206,000 (2008: GBP118,000). The Company also continues to utilise
its borrowing facility with RBS.
Directors' responsibility statement
The Directors confirm that, to the best of their knowledge:
* the Financial Statements have been prepared in accordance with the applicable
accounting standards and give a true and fair view of the assets, liabilities
and financial position of the Company as at 28 January 2009 and for the year to
that date; and
* the Directors' Report includes a fair review of the development and performance
of the Company, together with a description of the principal risks and
uncertainties that it faces.
Other information
This Announcement has been prepared on the same basis as the Annual Report for
the year ended 29 February 2008. The Annual Report for the year ended 28
February 2009 will be issued to Shareholders and will shortly be available on
the Company's website at www.mavencp.com/guinnessflight.
The financial information contained within this Announcement does not constitute
the Company's statutory Financial Statements for the year ended 28 February 2009
and has not been delivered to the Registrar of Companies. Statutory financial
statements will be filed with the Registrar of Companies in due course. The
independent auditors' report on the financial statements under section 235 of
the Companies Act 1985 is unqualified and does not contain a statement under
section 237(2) or (3) of the Companies Act 1985.
The financial information for the year ended 29 February 2008 is derived from
the statutory accounts of 2008, which have been delivered to the Registrar of
Companies; the independent auditors' report on the financial statements under
section 235 of the Companies Act 1985 is unqualified and does not contain a
statement under section 237(2) or (3) of the Companies Act 1985.
The Annual General Meeting will be held on 27 August 2009, commencing at 11.00
a.m.
Copies of this announcement will be available to the public at the office of
Maven Capital Partners UK LLP, 149 St Vincent Street, Glasgow; at the registered
office of the Company, One Bow Churchyard, Cheapside, London, and on the
Company's website at www.mavencp.com/guinnessflight.
By Order of the Board
MAVEN CAPITAL PARTNERS UK LLP
SECRETARIES
This information is provided by RNS
The company news service from the London Stock Exchange
END
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