Mobeus Income
& Growth 4 VCT plc
A Venture Capital Trust
Annual Report & Financial Statements
for year ended 31 December 2022
Mobeus Income & Growth 4 VCT plc (the “Company”) is a Venture Capital Trust (“VCT”)
advised by Gresham House Asset Management Limited (“Gresham House” or “Investment
Adviser”) investing primarily in established, unquoted companies.
The Objective of the Company is to provide investors with a regular income stream by way of
tax-free dividends and to generate capital growth through portfolio realisations which can be
distributed by way of additional tax-free dividends, while continuing at all times to qualify as a
VCT.
DIVIDEND POLICY
The Company seeks to pay dividends at least annually out of income and capital as
appropriate, and subject to fulfilling certain regulatory requirements.
Contents
Financial Highlights 1
Chair’s Statement 2
Strategic Report 6
- Objective 6
- Summary of Investment Policy 6
- Summary of VCT Legislation 6
- The Company and its Business Model 7
- Performance and Key Performance Indicators 8
- Investment Adviser’s Review 12
- Principal Investments in the Portfolio at 31 December 2022 by valuation 18
- Investment Portfolio Summary 22
- Key Policies 28
- Investment Policy 28
- Stakeholder Engagement and Directors’ Duties 29
- Principal and emerging risks, management and regulatory environment 32
Reports of the Directors 35
- Board of Directors 35
- Directors’ Report 36
- Corporate Governance Statement 40
- Report of the Audit & Risk Committee 43
- Directors’ Remuneration Report 45
- Statement of Directors’ Responsibilities 49
Independent Auditor’s Report 50
Financial Statements 55
Information for Shareholders 77
- Shareholder Information 77
- Notice of the Annual General Meeting 79
- Glossary of terms 82
- Corporate Information 83
Results for the year ended 31 December 2022
Net assets: £83.54 million
Net asset value (“NAV”) per share: 80.05 pence
➤ Net asset value (“NAV”) total return
1
per share of (15.5)%.
➤ Share price total return
1
per share of (8.4)%.
➤ Dividends paid in respect of the year totalled 10.00 pence per share.
Cumulative dividends paid
1
to date stand at 153.20 pence per share.
➤ £3.78 million was invested into four new growth capital investments and six
existing portfolio companies during the year.
➤ Net unrealised losses of £(15.45) million in the year
➤ The Company realised investments totalling £8.70 million of cash proceeds
and generated net realised gains in the year of £0.74 million.
Cumulative total return
1
per share (NAV basis)
The longer term trend of performance on this measure is shown in the chart below:-
Cumulative total return per share (NAV basis)
160
150
130
180
190
200
210
220
230
240
250
170
140
120
110
100
80
90
60
70
50
30
10
40
20
0
31/12/2021
31/12/2022
Pence
per
share
124.20
74.90
134.20
81.50
139.20
111.27
153.20
80.05
189.99 199.10 215.70 250.47
105.20
84.79
233.25
31/12/2018
31/12/2019
31/12/2020
Net Asset Value
Cumulative dividends paid to date
1
- Definitions of key terms and alternative performance measures shown above and throughout this report are shown in the Glossary of
terms on page 82.
The chart above shows the recent past performance of the original funds raised in 1999. The original subscription price was 200 pence
per share before the benefit of income tax relief. Subscription prices from subsequent fundraisings and historic performance data from
2008 are shown in the Investor Performance Appendix on the Company’s website, www.mig4vct.co.uk, where they can be downloaded
by clicking on “table” under “Reviewing the performance of your investment” on the home page.
On 1 July 2006, Mobeus Equity Partners LLP became sole Investment Adviser to the Company. The Investment Adviser novated to
Gresham House on 1 October 2021. The cumulative total return per share (NAV basis) at this date was 122.51 pence.
1
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Financial Highlights
Financial Highlights
2
Report & Accounts 2015
2
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
I present the Annual Report of
Mobeus Income & Growth 4
VCT plc for the year ended
31 December 2022.
Overview
The high point for many technology and
growth markets was seen towards the
end of 2021 - after which they were
impacted by global events such as the
Russian invasion of Ukraine, the highest
rates of inflation for over a decade and
accompanying interest rate increases,
political turmoil in the UK and across
Europe and the increasing cost of living.
The recent UK Budget sought to stimulate
the economy, but we can expect
continuing challenges for portfolio
companies particularly with respect to
increased costs and subdued consumer
demand.
The Mobeus VCTs’ joint fundraise which
was launched in January 2022 reached
its application capacity in less than 24
hours. Given the level of investor
demand, and a continuing pipeline of
investment opportunities, your Board
agreed later in that year, that a further
fundraise would be appropriate. This was
issued across all four Mobeus VCTs in
October 2022 and also reached its
capacity in a short timeframe, securing
£16 million for the Company (including the
£5 million over-allotment facility) early in
November 2022. This outstanding level
of support is a very encouraging
demonstration of the confidence that
investors have in the Company and your
Board is delighted to welcome an equal
mix of further investment from our valued
existing Shareholders and also from new
investors in the Company. These
additional cash resources will enable the
Company to take advantage of new and
follow-on investment opportunities as
previous experience has shown that
investing through the cycle can create
excellent returns over time.
It appears that higher inflation and the
Russian war in Ukraine have now become
daily news events. Post the year-end
inflation remained stubbornly high
although, against almost all predictions,
the UK economy has so far avoided going
into recession.
Challenges for portfolio companies are
expected to continue during 2023, with a
combination of inflationary pressures and
lower customer demand. Your Company
is well prepared for most scenarios with
its strong liquidity available to support the
portfolio and from the extensive planning
and preparation with each of the portfolio
company’s management teams by
Gresham House. The Company has
continued to provide finance to new and
existing investee companies with two
notable exit events during the year under
review in the form of Media Business
insight (MBI) and Equip Outdoor
Technologies (EOTH). The recent equity
disposal of EOTH in November
contributing to a 6.9x return to date was a
particular high point as we anticipate a
quieter exit environment in 2023 than in
previous years.
The Board was pleased to hear of the UK
Government’s commitment to extend the
VCT ‘sunset clause’ beyond the end date
of 5 April 2025. Without an extension,
investor income tax relief on new VCT
share subscriptions will expire after that
date. Shareholders should note however
that, to date, the VCT industry has seen
no further detail on this subject and any
extension of the date will probably
require parliamentary approval.
Performance
For the year ended 31 December 2022,
the Company experienced a negative
NAV total return per share of (15.5)% (2021:
+42.7%) and a negative share price total
return of (8.4)% (2021: +50.4%). The
difference between the share price and
NAV total returns arises principally due to
the timing of NAV announcements which
are usually made on a date later than the
date to which they relate and is explained
more fully under Performance in the
Strategic Report on pages 8 to 11. The
negative NAV total return for the year was
principally a result of the unrealised loss
in the value of investments still held,
partially offset by realised gains achieved
above previous carrying values.
The reduction in net asset value resulted
from falls in the valuation of the portfolio
over the financial year. This has primarily
been driven by lower benchmark market
comparables and, more recently, by
softening investee company trading
performance. As is usually the case,
markets quickly factored in the expected
impact of inflation and higher interest
rates on consumer spending and
business investment. The full extent of
the impact of these on portfolio company
trading will emerge over time.
At the end of the year under review the
Company was ranked 4th over five years
and 9th over ten years periods (out of 37
and 31 Generalist VCTs respectively) in
the Association of Investment Companies’
analysis of NAV Cumulative Total Return.
Shareholders should note that the AIC’s
rankings are based on the latest available
published NAVs and therefore do not fully
reflect the NAV per share decrease
reported by the Company up to 31
December 2022. Nevertheless, it is
pleasing that your Company has shown
resilience over the medium and longer
terms when measured against other
sector participants. For further details on
the performance of the Company, please
refer to the Strategic Report on pages 6
to 34.
Dividends
The Board continues to be committed to
providing an attractive dividend stream to
Shareholders and was pleased to
announce an interim dividend of 4.00
pence per share which was paid on 8July
2022 to Shareholders on the register on
6 June 2022. A second interim dividend
of 6.00 pence per share, was paid on
7 November 2022 to Shareholders on the
register on 23September 2022 and
together, this brings the total dividends
paid in respect of the financial year ended
31 December 2022 to 10.00 pence per
share. To date, cumulative dividends paid
since inception total 153.20 pence per
share. The Company has now met or
exceeded the Board’s dividend target of
paying at least 4.00 pence per share in
respect of each financial year over the
last ten years.
As Shareholders have been advised
previously, the reorientation of the
portfolio under the VCT rules to younger
growth capital investments as well as the
realisations of older, more mature
companies that have formerly provided a
good income yield, are likely to make
dividends harder to achieve from income
alone in any given year. The Board aims
to distribute realised profits (such as
income and gains from realisations)
achieved in a year as dividends but notes
that a reduction in contracted loan
interest income was seen during the year
by the Company. The Board, therefore,
continues to monitor the sustainability of
the annual dividend target. Shareholders
should also note that there may continue
to be circumstances where the Company
is required to pay dividends in order to
maintain its regulatory status as a VCT, for
example, to stay above the minimum
percentage of assets required to be held
in qualifying investments. Such dividends
paid in excess of net income and capital
gains achieved will cause the Company’s
NAV per share to reduce by a
corresponding amount.
Dividend Investment Scheme
The Company’s Dividend Investment
Scheme (“DIS”) provides Shareholders
with the opportunity to reinvest their cash
dividends into new shares in the
Company at the latest published NAV per
share. New VCT shares attract the same
tax reliefs as shares purchased through
an Offer for Subscription. As part of the
Chair’s Statement
Chair’s Statement
3
Report & Accounts 2015
3
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
4.00 pence per share dividend paid on 8
July 2022, 586,156 Ordinary shares were
allotted to participants of the DIS at a
price of 98.96 pence per share. For the
further 6.00 pence per share dividend
paid on 7 November 2022, 1,129,699
Ordinary shares were allotted at a price of
80.50 pence per share to DIS members.
Shareholders wishing to take advantage of
the scheme for any future dividends can
join the DIS by completing a mandate form
available on the Company’s website,
under the ‘Dividends’ heading, at:
www.mig4vct.co.uk, or alternatively,
existing DIS members can opt-out by
contacting Link Group, using their details
provided under Corporate Information on
page 83.
Investment portfolio
The portfolio movements across the
year were as follows:
2022
£m
2021
£m
Opening portfolio value 65.58 41.68
New and further investments 3.78 6.23
Disposal proceeds (8.70) (12.23)
Net realised gains 0.74 4.19
Valuation movements (15.45) 25.71
Net investment portfolio
(losses)/gains (14.71) 29.90
Portfolio value at
31 December 45.95 65.58
A number of investee companies have
experienced a decline in consumer
confidence with the resultant impact on
trading during the recent challenging
environment. There was a fall of £14.71
million in the overall value of the portfolio
across the year to 31 December 2022
(2021: increase of £29.90 million), or a fall
of 22.4% on a like-for-like basis compared
to the value of the portfolio at the start of
the year.
Notably, a significant amount of the fall of
£14.71 million relates to Virgin Wines which
declined by £6.89 million. Virgin Wines is
an AIM-listed investment, which has
suffered from the negative sentiment of
its sector, despite positive news flows
and the relative outperformance versus
its peers by the company itself. It is worth
noting that in addition to the unrealised
equity holding, the Company has
received over 1.7x its original investment
in realised returns to date.
The negative NAV total return for the year
principally comprised unrealised falls in the
value of investments still held of £15.45
million, (primarily Virgin Wines, Buster and
Punch and MyTutor) which were partially
mitigated by an uplift in Tharstern together
with the exit proceeds received from EOTH
and MBI, which contributed to net realised
gains of £0.74 million.
During the year, the Company invested a
total of £3.78 million into four new and six
existing portfolio companies (2021: £6.23
million; four new, nine existing). New
investments totalling £2.03 million were
made into:
Proximity Insight: retail technology
software;
Bidnamic: a marketing
technology business;
FocalPoint: a GPS enhancement
software supplier;
and
Orri: an intensive day care
provider for adults
with eating disorders
Additional portfolio funding totalling £1.75
million was provided to six existing
portfolio companies:
Caledonian a provider of UK
Leisure: leisure and
experience breaks;
Northern Bloc: a dairy and allergen-
free ice cream brand
RotaGeek: a workforce
management
software system
Andersen EV: a provider of premium
EV chargers
Vivacity: an AI and Urban
Traffic Control
business
Bleach London: a hair colourants
brand
The Company generated total proceeds
of £8.70 million in the year to
31 December 2022 comprising £8.25
million from full or partial realisations as
well as other capital receipts of £0.45
million. Further details are provided
below:
In June 2022, the Company realised its
investment in MBI generating proceeds of
£3.98 million from the sale (including
deferred proceeds and loan repayments
made earlier in the year) resulting in a
realised gain in the year of £0.42 million.
This exit contributed to returns received
over the life of the investment of £6.11
million, which is a 2.2x multiple of cost
and an IRR of 13.8%.
In October 2022, Andersen EV, the
electric vehicle charger provider, entered
into administration as a result of a
substantial deterioration in its trading
conditions which resulted in a realised
loss of £0.44 million being recognised
during the year. This was particularly
disappointing as the Company made a
follow-on investment into the company in
May 2022 alongside the other Mobeus
VCTs. The company had secured some
impressive clients and funding was
provided to drive product development in
a premium brand which operated in the
emerging electric car charging market.
Over the summer months however, a
combination of global supply issues,
inflationary cost increases and the
removal of Government consumer
support for the purchase of EV chargers
swiftly impacted the company’s ability to
continue trading and so necessitated the
appointment of administrators.
In a similarly disappointing development,
in December 2022, following repeated
and substantial falls in its share price,
Parsley Box Group PLC delisted from the
AIM market and the shares were
cancelled. It has subsequently re-
registered as a private company.
More positively, the end of the year
brought an equity realisation of EOTH,
trading as both RAB and Lowe Alpine,
with amounts received on completion of
£5.05 million (including preference share
dividends) generating a realised gain in
the year of £0.36 million. Total proceeds
received over the life of this investment
are £6.56 million to date, a 6.9x multiple
of cost and an IRR of 23.2%. The
Company has retained its interest yielding
loan stock to continue to generate
income in the future.
Also received in the year were deferred
proceeds from Red Paddle and Vectair,
both investments realised in a previous
year generating further realised gains
totalling £0.40 million.
During these challenging times, the
management of the portfolio is
undeniably critical, and the Investment
Adviser has been, and is, focused on
deploying its Talent Management team to
support the investments. Follow-on
investments are expected to remain a
significant feature of growth capital
investee companies as they seek to
achieve scale and move to profitability.
Follow-on investment requests are
always subject to the same scrutiny as
new deals and both rely on certain criteria
being met, including the HMRC Financial
Health Test.
In respect of the Financial Health Test,
Shareholders should be advised that a
tightening by HMRC of policy and
practice in a technical aspect of the VCT
financing rules is now resulting in the
restriction of potential follow-on
investments to support certain portfolio
companies, where more than half their
subscribed share capital has been lost. In
Chair’s Statement
4
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Chair’s Statement
respect of some portfolio companies, this
may result in the Company not being able
to make follow-on investments even
where a compelling business case exists,
which in turn could impact the prospects
of these businesses. The Board continues
to monitor developments in the
interpretation of this area of legislation
carefully.
Further details of the Company’s
investment activity and the performance
of the portfolio are contained in the
Investment Adviser’s Review and the
Investment Portfolio Summary on pages
12 to 27.
Since the year-end, the Company has
invested a total of £0.75 million into two
new investment companies, Connect
Earth and Cognassist in March 2023. Also
following the year-end, again in March
2023, the sale of the Company’s
investment in Tharstern Group Limited
was completed achieving a 2.6x return
against cost over the life of the
investment.
Liquidity & Fundraising
Cash and cash equivalents held by the
Company as at 31 December 2022
amounted to £37.71 million, or 45.1% of net
assets. The Board continues to prioritise
the security and protection of the
Company’s capital by monitoring credit
risk in respect of its cash and near cash
resources.
In January 2022, the Company completed
a fundraise of £7.5 million for the
2021/2022 tax year which was fully
subscribed in less than 24 hours. This
level of demand was very pleasing
although the Board became aware that a
number of investors were not able to
subscribe before the fundraise closed
and were therefore disappointed. Later in
the year, on considering the future cash
requirements of the Company and the
potential demand for the Company’s
shares, the Board approved a fundraise
for the 2022/23 tax year. Having provided
a period of time between the launch of
the prospectus and acceptance of
applications, the Board was pleased that
the initial amount of £11 million (including
an over-allotment facility of a further £5
million), launched on 5 October 2022,
was fully subscribed by 8 November
2022. Shares were allotted on 16
November 2022 and on 6February 2023
and your Company extends a warm
welcome to both existing and new
Shareholders.
The fundraising that was launched in
October 2022 was to ensure that the
Company retained adequate levels of
liquidity to continue to take advantage of
new investment opportunities, support
the existing portfolio, and fund further
expansion of the businesses in its
investment portfolio where required. The
funds will also assist the delivery of
attractive returns for its Shareholders,
including the payment of dividends over
the medium term as well as to help
facilitate share buybacks for those
Shareholders who wished to sell shares.
Further details of the Company’s
investment activity and the performance
of the portfolio are contained in the
Investment Adviser’s Review and the
Investment Portfolio Summary on pages
12 to 27.
Share buy-backs
During the year, the Company bought
back and cancelled 1,796,536 of its own
shares (2021: 1,303,349), representing
2.2% of the shares in issue at the
beginning of the year (2021: 1.6%), at a
total cost of £1.46 million, inclusive of
expenses (2021: £1.23 million). It is the
Company’s policy to cancel all shares
bought back in this way. The Board
reviews its buyback policy quarterly and
currently seeks to maintain the discount
at which the Company’s shares trade at
no more than 5% below the latest
published NAV.
Shareholder Communications &
Annual General Meeting
May I remind you that the Company has
its own website which is available at:
www.mig4vct.co.uk.
Following the well-received virtual
Shareholder Event held on 25 February
2022, the Investment Adviser held
another successful virtual Shareholder
Event with a live Q&A session on
23 March 2023. Numbers either viewing
or participating online were close to totals
attending such events in person before
the Covid pandemic, and a recording is
available on the Company’s website for
those who were not able to see the event
live.
Your Board is pleased to be able to hold
the next Annual General Meeting (“AGM”)
of the Company at 2.30pm on
Wednesday, 24 May 2023 at the offices of
Shoosmiths LLP, 1 Bow Churchyard,
London, EC4M 9DQ. The Board is aware
that a number of Shareholders hold
shares in the Company and another
Mobeus VCT, Mobeus Income & Growth
VCT plc (MIG VCT). To aid shareholder
attendance at the AGMs of both
companies, given the common financial
year-ends, the Boards of the companies
have decided to hold both AGMs on the
same day with a presentation from the
companies’ Investment Adviser taking
place in between the two meetings,
during which a light lunch will be
available. The MIG VCT AGM will take
place earlier on 24 May 2023
commencing at 1.00 pm and will be
followed by the joint Investment Adviser
presentation at 1.30 pm. Shareholders are
welcome to join us for the Investment
Adviser presentation if not already
attending the earlier MIG VCT AGM.
A webcast will also be available from
1.30 pm for those Shareholders who
cannot attend in person. However, please
note that you will not be able to vote at
the AGM via this method and you are
encouraged to return your proxy form
before the deadline of 22 May 2023.
Information setting out how to join the
meeting by virtual means will be shown
on the Company’s website. For further
details, please see the Notice of the
Meeting which can be found at the end of
this Annual Report & Financial
Statements, on pages 79 to 81.
Votes Against Dis-application of
Pre-emption Rights
At the General Meeting of the Company
held on 12 October 2022, over 20% of the
votes received were lodged against the
composite resolution to approve the
allotment of shares and disapply
pre-emption rights to support the
2022/2023 fundraise. It appears that we
did not make it sufficiently clear that the
proposed dis-application of the pre-
emption rights was in respect of the
fundraise only. The resulting feedback
received will be taken into consideration
for future fundraises and communications.
The General Meeting resolution was in
addition to the already approved
dis-application of pre-emption rights
given at the AGM held on 17 May 2022
because the funds being raised under the
2022/23 offer exceeded the previous
authorities obtained and therefore
additional Shareholder authority was
required as well as providing authority to
allot the greater number of shares.
As required under the AIC Code of
Corporate Governance Code, those
Shareholders that voted against the
resolution were contacted to ascertain
their reasons. I thank those Shareholders
who responded to my request for their
reasons for voting against the resolution.
It became clear that the key factor was
Shareholders’ concern about new
shareholders being added to the Register
of Members thereby diluting their holding
and potential dividend income. By the
issuance of shares to new investors, this:
●● maximises the pool of potential VCT
investors thereby increasing the
probability that the full offer amount is
raised allowing the Company:
5
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
●● to continue to take advantage of new
investment opportunities and to
support existing portfolio companies
as deemed appropriate; and
●● seeks the delivery of attractive
returns for its Shareholders, including
the payment of dividends over the
medium-term.
The Board is of the opinion that the
benefit to the Company’s Shareholders in
having sufficient liquidity to meet its
investment objectives and the potential to
generate enhanced returns in the future,
as well as the ability to make dividend
payments, greatly outweighs any
potential short-term dilutive impact of
individual shareholder returns.
The allotments in November 2022 and
February 2023 saw a roughly equal
balance of existing and new investors and
all existing Shareholders were able to
subscribe for shares as the Offer
remained open for applications from
17 October to 8 November 2022 when it
became fully subscribed. A small number
of applicants who applied thereafter were
unable to be accommodated in the final
allotment on 6 February 2023.
We will once again, at the Annual General
Meeting of the Company, propose a
resolution to dis-apply pre-emption rights
although this authority is not expected to
be utilised except in respect of the
Dividend Investment Scheme.
Fraud Warning
Shareholders continue to be contacted in
connection with sophisticated but
fraudulent financial scams which purport to
come from or to be authorised by the
Company. This is often by a phone call or
an email usually originating from outside
the UK, claiming or appearing to be from a
corporate finance firm offering to buy your
shares at an inflated price.
The Board strongly recommends
Shareholders take time to read the
Company’s Fraud warning section,
including details of who to contact,
contained within the Information for
Shareholders section on pages 77 to 78.
Board Composition
At the start of the year under review, the
Board comprised four directors prior to
Helen Sinclair’s retirement after the AGM
in February 2022. On 1 March 2022, Chris
Burke was appointed as a member of
both the Audit & Risk Committee and the
Nomination & Remuneration Committees,
he was also appointed as Chair of the
Investment Committee. After considering
and reviewing its composition at that time,
the Board agreed that the recruitment of
another Non-Executive Director was not
necessary.
In the Half-Year Report dated
13September 2022, I stated my intention
to retire as a director and Chair of the
Company following the conclusion of the
Company’s Annual General Meeting in
May 2023. The Board intends to appoint
Graham Paterson as Chair of the
Company to succeed me. An in-depth
third party led recruitment process
commenced at the latter end of the year
to secure a Non-Executive Director to
succeed Graham as Chair of the Audit &
Risk and Nomination and Remuneration
Committees following the AGM. Having
given careful consideration to the
diversity of skills, experience, gender and
background of the wider Board, we were
delighted that Lindsay Dodsworth agreed
to join as a director and she was
appointed on 1 January 2023. Lindsay will
stand for election at the forthcoming
AGM.
The directors remain committed to
increasing diversity of representation and
will take this fully into account alongside
the skills required to serve Shareholders
well in the specialist VCT sector for any
future appointments.
Environmental, Social and
Governance (“ESG”)
The Board and the Investment Adviser
believe that the consideration of
environmental, social and corporate
governance (“ESG”) factors throughout
the investment cycle will contribute
towards enhanced Shareholder value.
Gresham House has a team which is
focused on sustainability and the Board
views this as an opportunity to enhance
the Company’s existing protocols and
procedures through the adoption of the
highest industry standards.
The future FCA reporting requirements
consistent with the Task Force on
Climate-related Financial Disclosures,
which commenced on 1 January 2021
currently do not apply to the Company
but will be kept under review, the Board
being mindful of any recommended
changes.
Consumer Duty
The Directors are cognisant of the
Investment Adviser’s obligations to
comply with the FCA’s Consumer Duty
rules and principles introduced in 2022
and coming into force in 2023.
Companies that are subject to Consumer
Duty must ensure they are acting to
deliver good outcomes and that this is
reflected in their strategies, governance,
leadership and policies. The Investment
Adviser is currently undergoing a review
of its existing practices in order to ensure
these fulfil the Consumer Duty principles.
The Company is not directly captured by
Consumer Duty, however we are working
together with the Investment Adviser to
achieve the forthcoming obligations.
Outlook
Significant uncertainties lie ahead due to
multiple geopolitical and economic
factors, and this was exemplified by the
recent rescue of Silicon Valley Bank
(SVB”) based in California which had a UK
subsidiary. One of the VCT’s portfolio
companies had funds deposited with SVB
in the UK but these were unaffected
following SVB UK’s acquisition by HSBC.
The quantum of the investee’s deposit
was not material to the overall value of
the portfolio. Nevertheless, across the
whole VCT sector and beyond, the event
has underpinned the importance of
spreading liquidity risk. Notwithstanding
the foregoing, challenging and uncertain
times can give rise to opportunities for
efficient investment into businesses with
significant potential for the future. Further
to the successful realisation of EOTH in
November, and Tharstern in March of this
year, the exit environment is likely to
become more restrained. This is not seen
as a significant issue given that the
Company is not time-limited. The
combined impact of high inflation, high
interest rates and Government spending
restrictions can be expected to impact
both consumer and business confidence.
We therefore anticipate that further
stresses will become evident across
UK-based businesses over the
forthcoming year. Your Company is
invested in a diverse portfolio of
businesses managed by a resourceful
and professional investment team.
Notwithstanding the challenges already
described, the Company is well
positioned to take advantage of
investment opportunities to deliver
attractive returns over the medium and
longer term.
I would like to once again thank all our
Shareholders for their continued support.
Jonathan Cartwright
Chair
5 April 2023
Chair’s Statement
Company Objective and
Business Model
Objective
The Objective of the Company is to
provide investors with a regular income
stream by way of tax-free dividends and
to generate capital growth through
portfolio realisations which can be
distributed by way of additional tax-free
dividends, while continuing at all times
to qualify as a VCT.
Summary of Investment Policy
The Company’s policy is to invest
primarily in a diverse portfolio of UK
unquoted companies. Investments are
generally structured as part loan and
part equity in order to receive regular
income, to generate capital gains upon
sale and to reduce the risk of high
exposure to equities. To spread the risk
investments are made in a number of
businesses across different industry
sectors.
The Company’s cash and liquid
resources are held in a range of
investments which can be of varying
maturities, subject to the overriding
criterion that the risk of loss of capital be
minimised.
The Company seeks to make
investments in accordance with the
requirements of VCT legislation. A
summary of this is set out below.
The full text of the Company’s
Investment Policy is available on page
28 of this Strategic Report.
The Company and its Business
Model
The Company is a Venture Capital
Trust. Its Objective and its Investment
Policy are designed to ensure that the
Company continues to qualify and is
approved as a VCT by HM Revenue &
Customs (“HMRC”) whilst maximising
returns to Shareholders from both
income and capital.
Summary of VCT Legislation
To maintain its status as a VCT, the
Company must meet a number of
conditions, the most important of which
are that:
●● the Company must hold at least
80%, by VCT tax value
1
, of its total
investments (shares, securities and
liquidity) in VCT qualifying holdings,
within approximately three years of
a fundraising;
●● all qualifying investments made by
VCTs after 5 April 2018, together
with qualifying investments made
by funds raised after 5 April 2011
are, in aggregate, required to
comprise at least 70% by VCT tax
value in “eligible shares”, which
carry no preferential rights (save as
may be permitted under VCT rules);
●● no investment in a single company
or group of companies may
represent more than 15% (by VCT
tax value) of the Company’s total
investments at the date of
investment;
●● the Company must pay sufficient
levels of income dividend from its
revenue available for distribution so
as not to retain more than 15% of its
income from shares and securities
in a year;
●● the Company’s shares must be
listed on the London Stock
Exchange or a regulated European
stock market;
●● non-qualifying investments cannot
be made, except for certain
exemptions in managing the
Company’s short-term liquidity;
●● VCTs are required to invest 30% of
funds raised in an accounting
period beginning on or after 6 April
2018 in qualifying holdings within
12months of the end of the
accounting period; and
●● the period for reinvestment of
proceeds on disposal of qualifying
investments is 12 months.
To be a VCT qualifying holding, new
investments must be in companies:
●● which carry on a qualifying trade;
●● which have no more than £15 million
of gross assets at the time of
investment and no more than £16
million immediately following
investment from VCTs;
●● whose maximum age is generally
up to seven years (ten years for
knowledge intensive businesses);
●● that receive no more than an annual
limit of £5 million and a lifetime limit
of £12 million (for knowledge
intensive companies the annual
limit is £10 million and the lifetime
limit is £20 million), from VCTs and
similar sources of State Aid funding;
and
●● that use the funds received from
VCTs for growth and development
purposes.
In addition, VCTs may not:
●● offer secured loans to investee
companies, and any returns on loan
capital above 10% must represent
no more than a commercial return
on the principal; and
●● make investments that do not meet
the ‘risk to capital’ condition (which
requires a company, at the time of
investment, to be an
entrepreneurial company with the
objective to grow and develop, and
where there is a genuine risk of loss
of capital).
1
VCT tax value means as valued in
accordance with prevailing VCT legislation.
The calculation of VCT tax value is arrived
at using tax values, based on the cost of the
most recent purchase of an investment
instrument in a particular company, which
may differ from the actual cost of each
investment shown in the Investment
Portfolio Summary on pages 22 to 27.
6
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
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Strategic Report
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Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Strategic Report
The Company and its
business model
The Company is a Venture Capital Trust
and its Objective and Investment Policy
are designed to ensure that it continues
to qualify as a VCT, and continues to be
approved as such by HM Revenue &
Customs, whilst maximising returns to
Shareholders from both income and
capital. A summary of the most important
rules that determine VCT approval is
contained in the panel headed
“Summary of VCT Regulation” on page 6.
As a fully listed company on the London
Stock Exchange, the Company is
required to comply with the listing rules
governing such companies. The listing
also fulfils a requirement for VCT
approval and to maintain its VCT status.
The Company is an externally advised
VCT with a Board comprising Non-
Executive Directors only. The Board has
overall responsibility for the Company’s
affairs including the determination of its
Investment Policy (material changes to
which are subject to approval by
Shareholders). Investment advice and
operational support are outsourced to
external service providers (including the
Investment Adviser, Company Secretary
and Administrator and Registrar), with
the key strategic and operational
framework and key policies set and
monitored by the Board. Investment and
divestment proposals are originated,
negotiated and recommended by the
Investment Adviser and are then subject
to comment, approval or rejection by the
Directors. Further details are contained
in the Stakeholder Engagement and
Directors’ Duties section on pages 29 to
31.
The Company usually co-invests
alongside the Baronsmead VCTs and the
other Mobeus VCTs managed and
advised by Gresham House in new
unquoted VCT qualifying investments in
proportion to the relative net assets of
each VCT (excluding direct AIM
investments).
The total percentage of equity held in
each investment by all funds advised by
the Investment Adviser is shown in Note
9 - Significant Interests on page 67.
Private individuals invest in the Company
to benefit from both income and capital
returns from the portfolio. By subscribing
for shares in a VCT they also receive
immediate income tax relief (currently
30% of the amount subscribed by an
investor). Investors receive tax-free
dividends from the Company and incur
no capital gains tax upon the eventual
sale of the shares. These tax benefits are
subject to the Company maintaining its
approved VCT status and the shares
being held for a minimum of five years
from the date of subscription.
The Company’s business model is set out in the diagram below.
8
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Strategic Report
Performance and Key Performance Indicators
The Board has identified six key performance indicators that are used in its own assessment of the Company’s progress. Some of
these are classified as alternative performance measures (“APMs”) in line with Financial Reporting Council (“FRC”) guidance. See
Glossary of terms for details on page 82. APMs are measures of performance that are in addition to the data reported in the
Financial Statements. It is intended that these will provide Shareholders with sufficient information to assess how the Company
has performed against its Objective in the year to 31 December 2022, and over the longer-term, through the application of its
investment and other principal policies:
1. Annual and cumulative returns per share for the year
The Company’s Objective is to generate long-term growth in capital and income. To assess this, the Board monitors the
growth in total returns per share, both on a NAV basis and a share price basis, adjusted for dividends paid in the year. NAV basis
reflects the net assets of the Company and share price basis reflects the price at which a Shareholder could expect to sell their
shares. These are the most widely used measures of performance in the VCT sector.
Total returns per share for the year
The Net Asset Value and share price total returns per share for the year ended 31 December 2022 were (15.5)% (2021: 42.7%) and
(8.4)% (2021: 50.4%) respectively, as shown below:
NAV basis
(p)
Share price
basis
(p)
Total
return
(p)
Closing NAV per share 80.05
Closing share price 76.50
Plus: dividend paid in year (Note 1) 14.00
Plus: dividend paid in year (Note 1) 14.00
NAV Total return for year 94.05
Share price Total return for year 90.50
Less: opening NAV per share (111.27)
Less: opening share price (98.75)
Decrease in NAV Total return for year
per share (Note 2) (17.22)
Decrease in Share price Total return for
year per share (8.25)
% NAV Total return for year* (15.5)%
% share price Total return for year* (8.4)%
* The Share Price total return differs from the NAV Total return because the share price at the year end and previous year end is by
reference to the latest announced NAV per share at the time. For example, the share price at 31 December 2022 is by reference to the
latest announced NAV per share, being 80.50 pence as at 30 September 2022 adjusted for a 6.00 pence dividend paid on
7 November 2022.
Note 1: The dividends paid in the year were interim dividends in respect of the year ended 31 December 2021 of 4.00 pence per share
paid on 7 January 2022, and in respect of the year ended 31 December 2022, 4.00 pence paid on 8 July 2022 and 6.00 pence per
share paid on 7 November 2022.
Note 2: NAV Total return per share for the year is comprised of:
Year ended 31 December 2022
(p)
2021
(p)
Gross portfolio capital returns (14.09) 35.86
Gross income returns 1.90 1.62
Costs (including tax charge) (2.35) (2.62)
Other movements (2.68) (0.09)
NAV Total return for the year as above (2022 only) (17.22) 34.77
The contributions from portfolio returns and income are shown before deducting attributable costs. They are explained below
under review of financial performance for the year. Costs are referred to in section 6 on page 11.
Review of financial performance for the year
For the year ended 31 December 2022
£m
2021
£m
Capital return (16.12) 28.64
Revenue return 0.94 0.44
Total return (15.18) 29.08
The capital loss for the year of £(16.12) million ((15.44) pence of NAV return for the year per share, plus costs charged to capital) is
primarily due to a net decrease in the unrealised valuation of portfolio companies. There were realised gains from the sale of
Media Business Insight Holdings Limited, and EOTH Limited as well as proceeds received from investments realised in a
previous year. The fall in capital returns from £28.64 million to a loss of £16.12 million is principally due to unrealised losses of
values of existing portfolio companies compared to 2021 (£41.16 million decrease) compounded by a lower level of realised gains
(£3.46 million decrease). The revenue profit for the year of £0.94 million (0.90 pence of NAV return for the year per share, net of
costs charged to revenue) is derived from income, primarily loan interest and preference share dividends, outweighing revenue
expenses. The reason for the increase over the year is mainly due to a large preference share dividend received from EOTH as
well as an increase in income received from liquidity fund balances. This higher income outweighed higher expenses charged to
revenue (mainly due to higher Investment Adviser fees arising from higher net assets over the year) as well as higher
subscriptions and registrar fees.
Cumulative total returns per share for the year
NAV basis
(p)
Share price basis
(p)
Closing NAV per share 80.05
Closing share price 76.50
Plus: cumulative dividends paid to date 153.20
Plus: cumulative dividends paid to date 153.20
Closing cumulative total return 233.25
Closing cumulative total return 229.70
Less: opening cumulative total return (250.47)
Less: opening cumulative total return (237.95
)
Decrease in cumulative
total return for year (17.22)
Decrease in cumulative
total return for year (8.25)
Taking into account initial income tax relief, founder Shareholders who invested in 1999 have now seen, as at 31 December 2022,
an overall gain on net investment cost of 45.8% (2021: 56.5%) since the launch of the Company. This is calculated as closing
cumulative total return per share of 233.25 pence, as a percentage of net investment cost of 160.00 pence per share after initial
income tax relief of 40.00 pence per share (both figures restated for the 2 for 1 share consolidation in 2006). Original
Shareholders who also took advantage of the enhanced buyback offer made in 2013 have now seen an overall gain over net
investment cost on this basis of 88.6%.
The Company does not consider it appropriate to set a specific annual and cumulative return per share target for the year.
However, Shareholders should note that the Board assesses these returns against the Company’s ability to meet its current
annual dividend target of 4.00 pence per share.
Both NAV and share price returns for the year are considered to be disappointing, but are heavily influenced reflective of the
external economic factors outlined in the Chairman’s Statement. It is the Board’s opinion that the nature of VCT investing reflects
a medium to long-term horizon particularly by reference to the five year hold period for investors to be eligible for upfront income
tax relief.
Cumulative
total
return (p)
9
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Strategic Report
Internal rate of return (“IRR”)
Original
investment cost
(pence per share) Income tax relief
Cost net of
income tax (p)
Internal
Rate of Return
With benefit of Income Tax Relief
2006/7 Shareholders 120.9 30% 84.6 9.0%
1999 Shareholders 200.0 20% 160.0 1.9%
Without benefit of Income Tax Relief
2006/7 Shareholders 120.9 n/a n/a 5.4%
1999 Shareholders 200.0 n/a n/a 0.8%
The table above shows the Internal rate of return of Shareholders’ investment for those founder Shareholders who invested in 1999
beneath those Shareholders who invested in 2006/7, shortly after the date at which Mobeus (now Gresham House) took over as
sole Investment Adviser.
2. The Company’s performance compared with its peer group (Benchmarking)
The Board places emphasis on the Company’s performance against a peer group of VCTs and has a target of being ranked in
the top half of Generalist VCTs. Using the benchmark of NAV total return (assuming dividends are reinvested) on an investment
of £100, the Company is ranked 5th out of 39 (2021: 3rd out of 40) over three years, and 2nd out of 37 (2021: 4th out of 38) over
five years amongst generalist VCTs by the AIC (based on statistics prepared by Morningstar) at 31 December 2022. The Board is
pleased with the relative performance of the Company.
3. Dividends paid compared with the dividend target
The Company has an annual target dividend of paying not less than 4.00 pence per share in respect of each financial year. It
has met or exceeded this target in respect of its last thirteen financial years. However, the Board continues to review the
sustainability of this target. The ability of the Company to pay dividends in the future cannot be guaranteed and will be
subject to performance and available cash and reserves. While the Board still believes in the attainment of the dividend target,
the gradual move of the portfolio to growth capital investments is likely to result in annual ordinary dividend payments being
more volatile and, at least over the medium-term, may be lower than have been paid in the recent past.
During the year, the Company paid an interim dividend of 4.00 pence per share on 8 July 2022 and an interim dividend of 6.00
pence per share on 7 November 2022 in respect of the year ended 31 December 2022.
On 7 January 2022, the Company paid a second interim dividend of 4.00 pence in respect of the year ended 31 December 2021.
For details on the capital and revenue breakdown of these dividends for the year, please see Note 7 on page 64.
20.00
0.00
P
ence
per
share
120.00
140.00
160.00
100.00
80.00
60.00
40.00
31/12/2018 31/12/2019 31/12/2020 31/12/2021 31/12/2022
8.00
109.20
19.00
128.20
6.00
134.20
9.00
143.20
10.00
153.20
Dividends paid/payable in
respect of the financial year
Cumulative dividends paid/payable
in respect of the financial year
Dividends totalling 10.00 pence
per share were paid in respect of
the year ended 31 December
2022. Cumulative dividends paid
to date since launch are 153.20
pence.
10
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Strategic Report
4. Compliance with VCT legislation
In making their investment in a VCT, Shareholders become eligible for several tax benefits under VCT tax legislation, as long
as the Company also complies with VCT tax legislation. To achieve this, the Company must meet a number of tests set by the
VCT tax legislation. The principal tests are summarised in the panel entitled ‘Summary of VCT Legislation’ on page 6. In respect
of the year ended 31 December 2022, the Company continued to meet these tests.
5. Management of share price discount to NAV
The Board recognises that Shareholders may wish to sell their shares from time to time and that the secondary market for
VCT shares can be limited. The impact of this secondary market is that the Company’s share price will typically trade at a
level which is less than the Company’s latest published NAV per share. Subject to the Company having sufficient available
funds and distributable reserves, it is the Board’s intention to pursue a buyback policy with the objective of managing the
discount to the latest published NAV per share.
This buyback policy provides a mechanism for the Company to enhance the liquidity of its shares and seek to manage the level
and volatility of the discount to NAV at which its shares may trade as market liquidity in VCTs is normally very restricted.
Continuing Shareholders benefit from the difference between the NAV and the price at which the shares are bought back and
cancelled.
Shareholders granted the Directors authority to buyback up to 12.6 million of the Company’s shares, representing 14.99% of the
shares in issue at the date of the notice of the meeting, at the AGM held on 17 May 2022. Shares bought back under this authority
are cancelled and the Directors do not intend to exercise this authority unless they believe to do so would result in an increase in
net assets per share which would be in the interests of Shareholders generally. A resolution to renew this authority will be
proposed at the forthcoming AGM in May 2023. The resolution will grant authority for the Company to buyback up to 14.99% of
the Company’s own Ordinary shares in issue, and will normally expire at the AGM to be held in 2024.
During the year ended 31 December 2022, Shareholders holding 1,796,536 shares expressed their desire to sell their holdings.
The Company instructed its brokers, Panmure Gordon, to purchase these shares at prices representing discounts of
approximately 5% to the previously announced NAV per share. The Company subsequently purchased these shares at prices of
between 76.48 and 97.56 pence per share and cancelled them.
The discount for the Company’s shares at 31 December 2022 was 5.0% (2021: 4.7%) based on the share price shown in the table
on page 8 and the NAV at 30 September 2022 of 80.50 pence adjusted for a 6.00 pence dividend paid on 7 November 2022.
In total, the Company bought back 2.2% of the issued share capital of the Company, at the beginning of the year, as calculated by
reference to the issued share capital on 1 January 2022.
6. Costs
Shareholders will be aware there are a number of costs involved in operating a VCT. Although Shareholders do not bear
costs in excess of the expense cap of 3.4%, the Board monitors its costs carefully and seeks to maintain an Ongoing Charges
Ratio well below 3.4%.
The Board monitors costs using the Ongoing Charges Ratio
1
, which is as follows:
2022 2021
Ongoing charges 2.70% 2.39%
Performance fee 0.00% 0.00%
Ongoing charges plus accrued performance fee 2.70% 2.39%
1
The Ongoing Charges Ratio has been calculated, using the AIC recommended methodology.
The Ongoing Charges Ratio replaces the Total Expense Ratio reported previously. The Total Expense Ratio still forms the basis
of any expense cap that may be borne by the Investment Adviser. For the purpose of calculating this ratio, actual running costs
are capped at 3.4% of closing net assets but exclude any irrecoverable VAT and exceptional costs. There was no breach of the
expense cap for the year ended 31 December 2022 (2021: £nil).
The Ongoing Charges Ratio for the year has increased from last year as a result of the combined impact of an increase in
expenses (details below) and a decrease in average net assets over the year.
Investment Adviser fees and other expenses
Investment Adviser fees charged to both revenue and capital have increased by £0.17 million to £1.88 million. Other expenses (all
charged to revenue) have increased by £0.14 million to £0.60 million. This increase was due to a rise in subscription, registrar fees
and director recruitment fees as well as a provision against loan interest regarded as receivable in the previous year. These
increases were partially offset by a fall in Directors fees compared to 2021 as one Director retired during the year. Further details
of these expenses are contained in the Financial Statements on pages 55 to 76 of this Annual Report.
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Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Strategic Report
Portfolio Review
In the year to 31 December 2022 many
quoted market values have declined
significantly and the current economic
conditions continue to create challenging
circumstances. UK business has seen both
demand and operating margins come under
pressure in the face of widely reported
increases in inflation, interest rates and the
associated threat of recession. The impact
of this is now being seen on consumer
confidence and business investment.
In the early half of 2022 portfolio value
change was therefore characterised by
declining market multiples with relatively
stable company level trading performance
carried over in part by the momentum
gained during 2021. However, in the latter
part of 2022 and into 2023, the situation has
reversed. Markets and multiples appear to
be stabilising while value change has been
driven by the challenging economic
conditions which have started to feed
through to portfolio company trading
performance. The Company’s investment
values have been insulated partially from
market movements by the defensive
investment structures employed in many of
the portfolio companies. These act to
moderate valuation swings and the net
result is a more modest decline in portfolio
value.
Whilst inflation is moderating following the
rises in base rates, it is still at a very high
level and therefore a recession risk remains
in the UK during 2023 – albeit recent
comment suggests this may be shallower
and shorter than originally feared. There
are also early signs that supply chains are
returning to normality, that the labour
market is easing and that there are pockets
of positive market sentiment. In February
2023, the FTSE 100 index reached an
all-time high, although this should be
viewed with caution as many large
companies included in that index generate
substantial earnings overseas. The outlook
is therefore mixed, and the emphasis is
therefore on robust funding structures and
on being prepared for all foreseeable
eventualities. The Gresham House
non-executive directors who sit on each
portfolio company board have responded
by working with their boards to ensure that
appropriate scenario planning has been
done to achieve the best results during
these uncertain times. There is also now a
greater focus on cash management and
capital efficiency. With ample liquidity
following the recent fundraise, the
Company is also well placed to support
portfolio companies with follow-on funding
where it is appropriate and can be done on
attractive terms.
There are some specific highs in the
portfolio such as Preservica which
continues to see strong trading and is
out-performing budget. The partial exit
from EOTH was also an excellent result
after a long running process which had to
negotiate numerous economic and
geo-political hurdles. By contrast, there
were also some significant falls. The largest
was at Virgin Wines, where market
sentiment shifted heavily against the whole
sector despite Virgin Wines itself
outperforming its peers. MyTutor was also
impacted by declining sector multiples
combined with slower than anticipated
growth over the year.
During the year, the Company made four
new growth capital investments totalling
£2.03 million and made follow-on
investments into six portfolio companies
totalling £1.75 million, a breakdown of these
is included later in this Review. The £2.03
million of new investments represent the
Company’s allocated investment share
across all six VCTs managed or advised by
Gresham House, including the two
Baronsmead VCTs.
Two strong exits were achieved during the
year from MBI and EOTH. On MBI, the
Company received a total of £3.98 million in
proceeds during the year generating a
realised gain of £0.42 million. For EOTH the
Company received a total of £4.27 million in
proceeds during the year producing a
realised gain of £0.36 million and the
interest yielding loan stock was also
retained. These were both extremely
successful investments which, over their
lifetime, produced returns of 2.2x and 6.9x
as a multiple of the original investment cost.
As well as these successes, it was
disappointing that Andersen EV went into
administration towards the end of the year
despite securing some large clients such as
Porsche and JLR. Andersen encountered
very difficult trading conditions with
substantially reduced demand, supply chain
issues, cost pressures and the removal of
government consumer support for the
purchase of EV chargers. A realised loss of
£0.44 million was recognised during the
financial year as a result.
The portfolio’s valuation changes in the year are summarised as follows:
Investment Portfolio Capital Movement 2022
£m
2021
£m
Increase in the value of unrealised investments 1.08 27.19
Decrease in the value of unrealised investments (16.53) (1.48)
Net (decrease)/increase in the value of unrealised investments
(15.45) 25.71
Realised gains 1.18 4.26
Realised losses (0.44) (0.07)
Net realised gains in the year 0.74 4.19
Net investment portfolio movement in the year (14.71) 29.90
The portfolio movements in the year are summarised as follows:
2022
£m
2021
£m
Opening portfolio value 65.58 41.68
New and follow-on investments 3.78 6.23
Disposal proceeds (8.70) (12.23)
Net investment portfolio movement in the year (14.71) 29.90
Portfolio value at 31 December 45.95 65.58
12
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Strategic Report
Investment Adviser’s Review
New Investments during the year
The Company made four new investments totalling £2.03 million during the year, as detailed below:
Company Business Date of
investment
Amount of new
investment (£m)
Proximity Insight Retail software
February
2022
0.61
Proximity Insight (
proximityinsight.com
) is a retail technology business that offers a ‘Super-App’ that is used by the customer-
facing teams of brands and retailers to engage, inspire and transact with customers. Headquartered in London with offices in
New York and Sydney, Proximity Insight has a global client base that includes over 20 brands, boutiques and department
stores in fashion, beauty, jewellery, electronics and homewares. These clients use Proximity Insight’s platform to integrate the
lines between physical and digital retail, enhancing the customer experience and improving the lifetime value of their
customers by upwards of 35%. The business grew annual recurring revenue by 117% to £2.2 million in 2021, and the
investment will support Proximity Insight’s continued product development and international growth.
Bidnamic Marketing technology May 2022 0.48
Lads Store Limited, trading as “Bidnamic” (
bidnamic.com
) is a marketing technology business that offers a Software-as-a-
Service (“SaaS”) platform for online retailers to manage their search engine marketing spend. The technology was all
developed internally and uses bespoke machine learning algorithms to automate the management and optimisation of online
retail customers’ Google shopping spend. The ARR of the business has grown substantially over the last two years and this is
projected to continue. The investment round will be used to further enhance the product’s capabilities and drive continued
ARR growth through expanding the sales & marketing team and building a presence in North America.
FocalPoint
GPS enhancement
software provider
September
2022
0.50
Focal Point Positioning Limited (
focalpointpositioning.com
) is a deep tech business with a growing IP and software portfolio. Its
proprietary technology applies advanced physics and machine learning to dramatically improve the satellite-based location
sensitivity, accuracy, and security of devices such as smartphones, wearables and vehicles and reduce costs.
Orri
Specialists in eating
disorder support
September
2022
0.44
Orri Limited (
orri-uk.com
) is an intensive day care provider for adults with eating disorders. Orri provides an alternative to
expensive residential in-patient treatment and lighter-touch outpatient services by providing highly structured day and half
day sessions either online or in-person at its clinic on Hallam Street, London. Orri opened its current clinic on Hallam Street,
London in February 2019 which provides a homely environment in a converted 4-storey house but which is operating at
capacity. The plan sees a larger site being leased nearby with Hallam Street being used to provide a step-down outpatient
service.
Further investments during the year
A total of £1.75 million was invested into six existing portfolio companies during the year, as detailed below:
Company Business Date of
investment
Amount of further
investment (£m)
Caledonian Leisure
UK Leisure and
experience breaks
January /
February 2022
0.22
Caledonian Leisure works with accommodation providers, coach businesses and other experienced providers (such as
entertainment destinations and theme parks) to deliver UK-based leisure and experience breaks to its customers. It comprises
two brands, Caledonian Travel (
caledoniantravel.com
) and UK Breakaways (
ukbreakaways.com
). The domestic leisure and
experience travel market was devastated by the COVID-19 pandemic, but the company was well-placed to expand as
lockdown and travel restrictions eased. A series of planned investment tranches has helped the company prepare for and
capitalise on the strong demand for UK staycation holidays.
13
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Strategic Report
Company Business Date of
investment
Amount of further
investment (£m)
Northern Bloc
Dairy and allergen-Free
ice cream producer
April 2022 0.12
Northern Bloc Ice Cream (
northern-bloc.com
) is an established food brand in the emerging and rapidly growing vegan market.
By focusing on chef quality and natural ingredients, Northern Bloc has carved out an early mover position in the dairy and
allergen-free ice cream sector. The company’s focus on plant-based alternatives has strong environmental credentials as well
as it being the first ice cream brand to move wholly into sustainable packaging. Following the initial investment in December
2020, Northern Bloc has grown and strengthened its prospects against a challenging market backdrop. This further
investment provides additional working capital and funds a new production facility to increase its resilience, flexibility and
margins in the future.
Andersen EV Premium EV chargers May 2022 0.24
Muller EV Limited (trading as Andersen EV) (
andersen-ev.com
) was a design-led manufacturer of premium electric vehicle (EV)
chargers. Incorporated in 2016, this business secured high profile partnerships with household brands, establishing an
attractive niche position in charging points for the high-end EV market. This follow-on funding was to further support its
premium brand and product positioning whilst ensuring all new and existing products met the most recent and highest safety
and compliance standards. Unfortunately, external factors caused its market and trading prospects to worsen rapidly,
including substantially reduced demand, global supply chain issues, inflation and the removal of government consumer
support for the purchase of EV chargers. The company therefore entered administration before the year-end.
RotaGeek
Workforce management
software
June 2022 0.22
RotaGeek (
rotageek.com
) is a provider of cloud-based enterprise software to help larger retail, leisure and healthcare
organisations to schedule staff effectively. RotaGeek has proven its ability to solve the scheduling issue for large retail clients
effectively competing due to the strength of its technologically advanced proposition. The company has made significant
commercial progress since the VCTs first investment nearly doubling Annual Recurring Revenues (ARR). This investment aims
to boost ARR and enable the company to take advantage of further large client opportunities.
Vivacity
Provider of artificial
intelligence & urban traffic
control systems
July 2022 0.62
Vivacity (
vivacitylabs.com
) develops camera sensors with on-board video analytics software that enables real-time
anonymised data gathering of road transport system usage. It offers city transport authorities the ability to manage their road
infrastructure more effectively, enabling more efficient monitoring of congestion and pollution levels as well as planning for
other issues, such as the changing nature of road usage (e.g. the increasing number of cyclists). The technology and software
represent a significant leap forward for local planning authorities which have traditionally relied upon manual data collection
methods. This further investment will help boost the company’s revenues through development of new functionality to
enhance its product suite which can also be installed into the existing asset base.
Bleach Hair Colourants brand August 2022 0.33
Bleach London Holdings (“Bleach”) (
bleachlondon.com
) is an established brand which develops and markets a range of
innovative haircare and colouring products. Bleach is regarded as a leading authority in the hair colourant market having
opened one of the world’s first salons focused on colouring and subsequently launched its first range of products in 2013.
This further investment was part of a wider £5.5 million investment round alongside existing shareholders and a strategic
partner. The funds will be used to drive further expansion into the strategically important North American market and to
consolidate the brand’s position in the UK.
14
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Strategic Report
Portfolio valuation movements
Across the portfolio, comparable market
multiples that are used as the basis of
valuation have declined over the year,
some by over 30%, but the levels at the
year-end reflect a degree of stabilisation
over the final quarter of 2022. Together
with several downward revisions to
trading forecasts in the latter half of the
year, this has driven a general decline in
investee company values. As noted, the
defensive investment structures used in
many of the portfolio companies serve to
moderate the impact of such company
value movements on VCT value. The
need to protect and develop value going
forwards in such an uncertain
environment underlines the need for
portfolio readiness and planning, robust
funding and close monitoring by the
Gresham House team.
The main reductions within total valuation
decreases of £(16.53) million, were:
●● Virgin Wines – £(6.89) million
●● MyTutor – £(1.73) million
●● Buster and Punch – £(1.30) million
●● Wetsuit Outlet – £(1.15) million
●● Active Navigation – £(1.01) million
Virgin Wines has suffered its sector’s
negative sentiment notwithstanding the
outperformance of its peers. More
recently, it also experienced some short
term operational difficulties particularly in
the last quarter of the 2022. MyTutor’s
growth has slowed post COVID coupled
with a decline in market multiples. Buster
and Punch and Wetsuit Outlet are both
consumer facing businesses that have
experienced challenging trading
conditions which resulted in profit
downgrades. ActiveNav has developed a
new business line which has gained
significant traction and offers potential but
the core business has grown more slowly
than planned which has led to an overall
reduction in its valuation.
The uplifts within the total valuation
increase of £1.08 million were:
●● Tharstern – £0.44 million
●● Bella & Duke – £0.30 million
●● Orri – £0.22 million
●● Preservica – £0.12 million
Tharstern has continued to deliver strong
trading performance. Bella & Duke has
seen improvements in revenues.
Preservica continues to build its high
retention, long contract term SaaS
business, improving recurring revenues
year on year. Orri is performing as
planned and the valuation uplift simply
reflects the first time recognition of the
preferential investment structure.
Portfolio Realisations during the year
The Company realised two investments, one of which was a partial realisation, as detailed below:
Company Business Period of
investment
Total cash proceeds over
the life of the investment/
Multiple over cost
MBI
Publishing and events
business
January 2015
to
June 2022
£6.11 million
2.2x cost
The Company realised its whole investment in MBI for £3.98 million (realised gain in the year: £0.42 million) including deferred
proceeds received since completion. Total proceeds received over the life of the investment were £6.11 million compared to an
original investment cost of £2.72 million, representing a multiple on cost of 2.2x and an IRR of 13.8%.
EOTH
Branded clothing (RAB
and Lowe Alpine)
October 2011
to
November 2022
£6.56 million
6.9x cost
The Company realised its equity investment in EOTH for £5.05 million (realised gain in the year: £0.36 million) including
preference dividends. Total proceeds received to date over the life of the investment were £6.56 million compared to an original
investment cost of £0.95 million, representing a multiple on cost of 6.9x and an IRR of 23.2%. The Company has retained its
interest yielding loan stock investment. Once repaid, this should increase the multiple on cost to 7.9x.
Loan stock repayments and other
gains/(losses) during the year
The Company also received loan
repayments totalling £0.05 million from
Jablite Holdings Limited.
In addition, deferred consideration
totalling £0.40 million in realised gains
was received in respect of investments
realised in a previous year. Conversely, as
discussed earlier, Muller EV (trading as
Andersen EV) generated a realised loss
in the year of £(0.44) million.
Portfolio income and yield
In the year under review, the Company received the following amounts in loan interest and dividend income:
Investment Portfolio Yield 2022
£m
2021
£m
Interest received in the year 0.71 0.98
Dividends received in the year 0.93 0.35
Total portfolio income in the year
1
1.64 1.33
Portfolio Value at 31 December 45.95 65.58
Portfolio Income Yield (Income as a % of Portfolio value at 31 December) 3.6% 2.0%
1
Total portfolio income in the year is generated solely from investee companies within the portfolio.
15
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Strategic Report
New investment made after the year-end
£0.75 million was invested into a new investment after the year-end, as detailed below:
Company Business Date of
investment
Amount of new
investment (£m)
Connect Earth
Environmental data
provider
March 2023 0.25
Founded in 2021, Connect Earth (connect.earth) is a London-based environmental data company that democratises easy
access to sustainability data. With its carbon tracking API technology, Connect Earth supports financial institutions in offering
their customers transparent insights into the climate impact of their daily spending and investment decisions. Connect Earth’s
defensible and scalable product platform suite has the potential to be a future market winner in the nascent but rapidly growing
carbon emission data market, for example, by enabling banks to provide end retail and business customers with carbon
footprint insights of their spending. This funding round is designed to facilitate the delivery of the technology and product
roadmap to broaden the commercial reach of a proven product.
Cognassist
Education and neuro-
inclusion software
March 2023 0.50
Cognassist (cognassist.com) is an education and neuro-inclusion solutions company that provides a Software-as-a-Service
(SaaS) platform focused on identifying and supporting individuals with hidden learning needs. The business is underpinned by
extensive scientific research and a vast cognitive dataset. Founded in 2019 by Chris Quickfall, Cognassist has scaled its
underlying business within the education market, enabling apprentices to unlock government funding and helping diverse
minds to thrive. This investment will empower Cognassist to continue its growth within the education market and penetrate the
enterprise market, where demand for neuro-inclusive solutions to adequately support employees is rapidly emerging.
Realisations after the year end
Company Business Period of
investment
Total cash proceeds over
the life of the investment/
Multiple over cost
Tharstern
Software based
management
information systems
July 2014
to
March 2023
£3.01 million
2.6x cost
The Company realised its investment in Tharstern Group for £2.14 million. Total proceeds received over the life of the investment
were £3.01 million compared to an original cost of £1.16 million, representing a multiple on cost of 2.6x and an IRR of 15.0%.
Environmental, Social and
Governance considerations
The Board and the Investment Adviser
believe that the consideration of
environmental, social and corporate
governance (“ESG”) factors throughout
the investment cycle should contribute
towards enhanced shareholder value.
The Investment Adviser has a team
which is focused on sustainability as well
as the Investment Adviser’s
Sustainability Committee who provide
oversight and accountability for the
Investment Adviser’s approach to
sustainability across its operations and
investment practices. This is viewed as
an opportunity to enhance the
Company’s existing protocols and
procedures through the adoption of the
highest industry standards. Each
investment executive is responsible for
setting and achieving their own
individual ESG objectives in support of
the wider overarching ESG goals of the
Investment Adviser. The Investment
Adviser’s Private Equity division has its
own Sustainable Investment Policy, in
which it commits to:
●● Ensuring its team understands the
imperative for effective ESG
management and is equipped to
carry this out through management
support and training.
●● Conduct regular monitoring of ESG
risks, opportunities and performance
in its investments.
●● Incorporate ESG into its monitoring
processes.
Outlook
With inflation, political uncertainty and
the threat of recession impacting
consumer confidence and business
investment, the number of UK
businesses experiencing financial stress
is set to increase. This will impact all
sectors and businesses to varying
degrees and may present attractive
opportunities for a selective investor
with the advantage of being able to take
a longer term view, such as your
Company. However, the economic
backdrop will also impact our existing
portfolio companies and would present
a challenge to less experienced
management teams and their advisers.
Markets are volatile and uncertain and
business planning is acutely difficult. As
such, the experience of seasoned
investment managers will be
increasingly important in the coming
year as they seek to support their
portfolio management teams in
navigating through some particularly
challenging short-term trading
conditions. In this respect, Gresham
House feels well placed in having one of
the largest and most experienced
portfolio teams in the industry with an
average of over 18 years relevant
industry experience. The Company has
ample liquidity to provide further
support to its portfolio businesses
through this period and is keen to make
such investments where there is a
commercial case to do so over the
medium to long-term.
Gresham House Asset Management
Limited
Investment Adviser
5 April 2023
16
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Strategic Report
17
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Strategic Report
Investments by market sector
Investments by value remain spread across a number of sectors, primarily in software and computer services, retailers and
industrial support services. Although the portfolio appears concentrated on three main sectors, the range of companies
contained within these sectors is considered to be very diverse and the Investment Adviser continues to target further
investments to complement these sectors.
31 December 202231 December 2021
0% 40% 50%
60%
20%10% 30%
5.5%
0.1%
1.0%
1.4%
0.0%
1.4%
1.6%
3.3%
12.7%
13.8%
31.3%
44.3%
44.2%
32.8%
0.1%
0.0%
0.8%
0.7%
0.6%
0.8%
2.2%
1.4%
Construction and materials
Media
Food producers
General industrials
Travel and leisure
Consumer services
Healthcare services
Technology, hardware & equipment
Industrial support services
Retailers
Software and computer services
Age of the portfolio by value
< 1 year
1 - 2 years
2 - 3 years
3 - 4 years
Growth Capital
AIM
MBO
Legacy
4 - 5 years
> 5 years
4.5%
88.5%
5.7%
1.3%
6.3%
4.9%
7.3%
69.8%
10.4%
1.3%
2022
2022
75.1%
15.1%
8.4%
1.4%
9.4%
4.4%
5.7%
61.8%
17.4%
1.3%
2021
2021
Type of investment transaction by value
< 1 year
1 - 2 years
2 - 3 years
3 - 4 years
Growth Capital
AIM
MBO
Legacy
4 - 5 years
> 5 years
4.5%
88.5%
5.7%
1.3%
6.3%
4.9%
7.3%
69.8%
10.4%
1.3%
2022
2022
75.1%
15.1%
8.4%
1.4%
9.4%
4.4%
5.7%
61.8%
17.4%
1.3%
2021
2021
Growth Capital contains all investments made after the 2015 rule change which are young businesses using the Company’s
investment for growth and development purposes (as defined under VCT legislation). This category also contains a small number
of growth capital style investments made before the 2015 VCT rule change under the Investment Adviser’s MBO strategy.
MBO contains MBO type investments made under the Investment Adviser’s previous MBO strategy. This typically includes
companies which are more mature compared to those invested under the growth capital strategy.
* All of the retail investments have branded online direct-to-consumer businesses with no physical high street retail presence,
being Bella & Duke, Bleach London, Buster and Punch, EOTH (trading as RAB and Lowe Alpine), MPB Group, Parsley Box, Wetsuit
Outlet, and Virgin Wines.
18
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Preservica Limited
www.preservica.com
Cost £3,398,000
Valuation £11,182,000
Basis of valuation
Revenue multiple
Equity % held
13.1%
Income receivable in year
£62,477
Business
Seller of proprietary digital
archiving software
Location
Abingdon, Oxfordshire
Original transaction
Growth capital
Audited financial information
Year ended 31 March 2022
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Net liabilities £(1,001,000)
Year ended 31 March 2021
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Net liabilities £(3,057,000)
Additions/disposals during the year
None.
Principal investments in the portfolio at 31 December 2022 by valuation
MPB Group Limited
www.mpb.com
Cost £1,095,000
Valuation £5,134,000
Basis of valuation
Revenue multiple
Equity % held
3.2%
Income receivable in year
Nil
Business
Online marketplace for
photographic equipment
Location
Brighton
Original transaction
Growth capital
Audited financial information
Year ended 31 March 2022
Turnover £97,793,000
Operating loss £(4,959,000)
Net assets £25,624,000
Year ended 31 March 2021
Turnover £64,888,000
Operating loss £(911,000)
Net assets £31,267,000
Additions/disposals during the year
None.
My Tutorweb Limited
www.mytutor.co.uk
Cost £2,465,000
Valuation £3,287,000
Basis of valuation
Revenue multiple
Equity % held
5.3%
Income receivable in year
Nil
Business
Digital marketplace connecting
school pupils seeking one-to-one
online tutoring with tutors
Location
London
Original transaction
Growth capital
Audited financial information
Year ended 31 December 2021
Turnover £17,152,000
Operating profit/(loss) £(7,482,000)
Net assets £11,247,000
Year ended 31 December 2020
1
Turnover £7,246,000
Operating profit/(loss) £(2,379,000)
Net assets £3,242,000
1
The financial information quoted for
2020 is restated.
Additions/disposals during the year
None.
Strategic Report
Financial information above and opposite is derived from publicly available Report and accounts. The valuation of each investee
company is derived in line with the valuation methodology detailed in Note 9 and is typically based upon each investee
company’s latest management accounts information not yet disclosed to public sources.
Further details of the investments in the portfolio may be found on the Gresham House ventures website:
www.greshamhouseventures.com
Operating profit is stated before charging depreciation and amortisation of goodwill where appropriate for all investee companies.
19
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Master Removers Group 2019
Limited (trading as Anthony
Ward Thomas, Bishopsgate
and Aussie Man & Van)
www.ward-thomas.co.uk
Cost £349,000
Valuation £2,986,000
Basis of valuation
Earnings multiple
Equity % held
6.6%
Income receivable in year
£152,110
Business
A specialist logistics, storage and
removals business
Location
London
Original transaction
Growth capital
Audited financial information
Year ended 30 September 2021
Turnover £38,530,000
Operating profit £8,694,000
Net assets £16,378,000
Year ended 30 September 2020
Turnover £26,984,000
Operating profit £4,143,000
Net assets £14,286,000
Additions/disposals during the year
None.
Virgin Wines UK plc
www.virginwines.co.uk
Cost £46,000
Valuation £2,591,000
Basis of valuation
Bid price (AIM quoted)
Equity % held
8.3%
Income receivable in year
Nil
Business
Online wine retailer
Location
Norwich
Original transaction
Management buyout
Audited financial information
Period ended 1 July 2022
Turnover £69,152,000
Operating profit £6,164,000
Net assets £22,073,000
Period ended 2 July 2021
Turnover £73,634,000
Operating profit £3,468,000
Net assets £17,627,000
Additions/disposals during the year
None.
Further details of the investments in the portfolio may be found on the Gresham House ventures website:
www.greshamhouseventures.com
Operating profit is stated before charging depreciation and amortisation of goodwill where appropriate for all investee companies.
Strategic Report
Bella & Duke Limited
www.bellaandduke.com
Cost £877,000
Valuation £2,353,000
Basis of valuation
Revenue multiple
Equity % held
4.4%
Income receivable in year
Nil
Business
A premium frozen raw dog food
provider
Location
Edinburgh
Original transaction
Growth capital
Audited financial information
Year ended 31 March 2022
Turnover £19,271,000
Operating loss £(2,024,000)
Net assets £2,998,000
Year ended 31 March 2021
Turnover £11,230,000
Operating loss £(1,861,000)
Net assets £1,024,000
Additions/disposals during the year
None.
20
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Arkk Consulting Limited
www.arkksolutions.com
Cost £1,599,000
Valuation £1,669,000
Basis of valuation
Revenue multiple
Equity % held
6.7%
Income receivable in year
£36,889
Business
Provider of services and software
to enable organisations to remain
compliant with regulatory reporting
requirements
Location
London
Original transaction
Growth capital
Audited financial information
Year ended 31 December 2021
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Net liabilities £(1,056,000)
Year ended 31 December 2020
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Net liabilities £(428,000)
Additions/disposals during the year
None.
End Ordinary Group Limited
(trading as Buster and Punch)
www.busterandpunch.com
Cost £1,497,000
Valuation £2,003,000
Basis of valuation
Earnings multiple
Equity % held
7.8%
Income receivable in year
Nil
Business
Industrial inspired lighting and
interiors retailer
Location
Stamford, Lincolnshire
Original transaction
Growth capital
Audited financial information
Year ended 31 March 2022
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Net assets £5,614,000
Year ended 31 March 2021
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Net assets £5,614,000
Additions/disposals during the year
None.
Principal investments in the portfolio at 31 December 2022 by valuation
Strategic Report
Tharstern Group Limited
www.tharstern.com
Cost £1,092,000
Valuation £1,645,000
Basis of valuation
Earnings multiple
Equity % held
12.7%
Income receivable in year
£88,720
Business
MIS & Commercial print software
solutions
Location
Lancashire
Original transaction
Management buyout
Audited financial information
Year ended 31 January 2022
Turnover £4,519,000
Operating profit £351,000
Net liabilities £(1,679,000)
Year ended 31 January 2021
Turnover £4,365,432
Operating profit £585,000
Net liabilities £(1,298,000)
Additions/disposals during the year
None.
Financial information above and opposite is derived from publicly available Report and accounts. The valuation of each investee
company is derived in line with the valuation methodology detailed in Note 9 and is typically based upon each investee
company’s latest management accounts information not yet disclosed to public sources.
Further details of the investments in the portfolio may be found on the Gresham House ventures website:
www.greshamhouseventures.com
Operating profit is stated before charging depreciation and amortisation of goodwill where appropriate for all investee companies.
21
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Data Discovery Solutions
Limited (trading as ActiveNav)
www.activenav.com
Cost £1,409,000
Valuation £1,610,000
Basis of valuation
Revenue multiple
Equity % held
7.1%
Income receivable in year
Nil
Business
Provider of a global market leading
file analysis software for information
governance, security and
compliance
Location
Winchester
Original transaction
Growth capital
Audited financial information
Year ended 29 June 2022
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Net assets £4,305,000
Year ended 29 June 2021
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Net assets £3,940,000
Additions/disposals during the year
None.
Strategic Report
Further details of the investments in the portfolio may be found on the Gresham House ventures website:
www.greshamhouseventures.com
Operating profit is stated before charging depreciation and amortisation of goodwill where appropriate for all investee companies.
22
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Ordinary shares
Other investments
1
(loan stock/preference shares)
Total
cost at
31 December
2022
£
Total
valuation at
31 December
2021
£
Total
additional
investments
£
Total
valuation at
31 December
2022
£
Unrealised
gains/(losses)
in year
£
Net realised
gains/(losses)
in year
£
Net
proceeds
in year
£
% of
equity
held
% of
portfolio
by value
Cost at
31 December
2022
£
Valuation at
31 December
2022
£
Cost at
31 December
2022
£
Valuation at
31 December
2022
£
Preservica Limited
Seller of proprietary digital archiving software
1,359,179 9,026,730 2,038,566 2,155,261 3,397,745 11,056,628 - 11,181,991 125,363 - - 13.1% 24.3%
MPB Group Limited
Online marketplace for used photographic equipment
1,095,252 5,133,801 - - 1,095,252 5,764,694 - 5,133,801 (630,893) - - 3.2% 11.2%
My TutorWeb Limited (trading as MyTutor)
Digital marketplace connecting school pupils seeking one-to-one
online tutoring
2,464,757 3,287,020 - - 2,464,757 5,015,751 - 3,287,020 (1,728,731) - - 5.3% 7.2%
Master Removers Group 2019 Limited (trading as Anthony Ward
Thomas, Bishopsgate and Aussie Man & Van)
A specialist logistics, storage and removals business
348,641 2,985,557 - - 348,641 3,001,004 - 2,985,557 (15,447) - - 6.6% 6.5%
Virgin Wines UK plc²
Online wine retailer
45,915 2,591,357 - - 45,915 9,486,219 - 2,591,357 (6,894,862) - - 8.3% 5.6%
Bella & Duke Limited
A premium frozen raw dog food provider
877,381 2,353,105 - - 877,381 2,050,122 - 2,353,105 302,983 - - 4.4% 5.1%
End Ordinary Group Limited (trading as Buster and Punch)
Industrial inspired lighting and interiors retailer
1,496,785 2,002,576 - - 1,496,785 3,305,392 - 2,002,576 (1,302,816) - - 7.8% 4.4%
Arkk Consulting Limited
Provider of services and software to enable organisations to
remain compliant with regulatory reporting requirements
671,090 671,090 928,355 997,946 1,599,445 1,680,942 - 1,669,036 (11,906) - - 6.7% 3.6%
Tharstern Group Limited
MIS & Commercial print software solutions
338,861 566,149 753,025 1,078,760 1,091,886 1,204,783 - 1,644,909 440,126 - - 12.7% 3.6%
Data Discovery Solutions Limited (trading as Active Navigation)
Provider of global market leading file analysis software for
information governance, security and compliance
1,408,640 1,610,356 - - 1,408,640 2,624,447 - 1,610,356 (1,014,091) - - 7.1% 3.5%
Vivacity Labs Limited
Provider of artificial intelligence & urban traffic control systems
1,531,122 1,531,122 - - 1,531,122 914,754 616,369 1,531,123 - - - 5.5% 3.3%
Manufacturing Services Investment Limited (trading as Wetsuit
Outlet)
Online retailer in the water sports market
1,166,551 12,272 1,166,551 1,166,551 2,333,102 2,331,133 - 1,178,823 (1,152,310) - - 6.4% 2.6%
EOTH Limited (trading as Equip Outdoor Technologies)
Distributor of branded outdoor equipment and clothing including
the RAB and Lowe Alpine brands
95,147 - 855,255 931,159 950,402 4,847,187 - 931,159 - 357,442 4,273,470 1.7% 2.0%
Bleach London Holdings Limited
Hair colourants brand
960,057 834,129 - - 960,057 791,477 330,285 834,129 (287,633) - - 4.1% 1.8%
Legatics Holdings Limited
SaaS LegalTech software provider
663,011 663,011 - - 663,011 663,011 - 663,011 - - - 6.0% 1.4%
Orri Limited
An intensive day care provider for adults with eating disorders
438,200 653,845 - - 438,200 - 438,200 653,845 215,645 - - 3.6% 1.4%
Pets’ Kitchen Limited (trading as Vet’s Klinic)
Veterinary clinics
360,640 360,640 270,480 270,480 631,120 631,120 - 631,120 - - - 4.5% 1.4%
IPV Limited
Provider of media asset software
619,487 619,487 - - 619,487 619,487 - 619,487 - - - 5.5% 1.3%
Rota Geek Limited
Workforce management software
874,000 397,064 218,500 218,500 1,092,500 765,890 218,500 615,564 (368,826) - - 4.1% 1.3%
Investment Portfolio Summary
as at 31 December 2022
Notes
1
‘Other investments’ comprise principally loan stock instruments, and/or relatively small amounts of preference shares.
² Quoted on AIM.
Strategic Report
23
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Ordinary shares
Other investments
1
(loan stock/preference shares)
Total
cost at
31 December
2022
£
Total
valuation at
31 December
2021
£
Total
additional
investments
£
Total
valuation at
31 December
2022
£
Unrealised
gains/(losses)
in year
£
Net realised
gains/(losses)
in year
£
Net
proceeds
in year
£
% of
equity
held
% of
portfolio
by value
Cost at
31 December
2022
£
Valuation at
31 December
2022
£
Cost at
31 December
2022
£
Valuation at
31 December
2022
£
Preservica Limited
Seller of proprietary digital archiving software
1,359,179 9,026,730 2,038,566 2,155,261 3,397,745 11,056,628 - 11,181,991 125,363 - - 13.1% 24.3%
MPB Group Limited
Online marketplace for used photographic equipment
1,095,252 5,133,801 - - 1,095,252 5,764,694 - 5,133,801 (630,893) - - 3.2% 11.2%
My TutorWeb Limited (trading as MyTutor)
Digital marketplace connecting school pupils seeking one-to-one
online tutoring
2,464,757 3,287,020 - - 2,464,757 5,015,751 - 3,287,020 (1,728,731) - - 5.3% 7.2%
Master Removers Group 2019 Limited (trading as Anthony Ward
Thomas, Bishopsgate and Aussie Man & Van)
A specialist logistics, storage and removals business
348,641 2,985,557 - - 348,641 3,001,004 - 2,985,557 (15,447) - - 6.6% 6.5%
Virgin Wines UK plc²
Online wine retailer
45,915 2,591,357 - - 45,915 9,486,219 - 2,591,357 (6,894,862) - - 8.3% 5.6%
Bella & Duke Limited
A premium frozen raw dog food provider
877,381 2,353,105 - - 877,381 2,050,122 - 2,353,105 302,983 - - 4.4% 5.1%
End Ordinary Group Limited (trading as Buster and Punch)
Industrial inspired lighting and interiors retailer
1,496,785 2,002,576 - - 1,496,785 3,305,392 - 2,002,576 (1,302,816) - - 7.8% 4.4%
Arkk Consulting Limited
Provider of services and software to enable organisations to
remain compliant with regulatory reporting requirements
671,090 671,090 928,355 997,946 1,599,445 1,680,942 - 1,669,036 (11,906) - - 6.7% 3.6%
Tharstern Group Limited
MIS & Commercial print software solutions
338,861 566,149 753,025 1,078,760 1,091,886 1,204,783 - 1,644,909 440,126 - - 12.7% 3.6%
Data Discovery Solutions Limited (trading as Active Navigation)
Provider of global market leading file analysis software for
information governance, security and compliance
1,408,640 1,610,356 - - 1,408,640 2,624,447 - 1,610,356 (1,014,091) - - 7.1% 3.5%
Vivacity Labs Limited
Provider of artificial intelligence & urban traffic control systems
1,531,122 1,531,122 - - 1,531,122 914,754 616,369 1,531,123 - - - 5.5% 3.3%
Manufacturing Services Investment Limited (trading as Wetsuit
Outlet)
Online retailer in the water sports market
1,166,551 12,272 1,166,551 1,166,551 2,333,102 2,331,133 - 1,178,823 (1,152,310) - - 6.4% 2.6%
EOTH Limited (trading as Equip Outdoor Technologies)
Distributor of branded outdoor equipment and clothing including
the RAB and Lowe Alpine brands
95,147 - 855,255 931,159 950,402 4,847,187 - 931,159 - 357,442 4,273,470 1.7% 2.0%
Bleach London Holdings Limited
Hair colourants brand
960,057 834,129 - - 960,057 791,477 330,285 834,129 (287,633) - - 4.1% 1.8%
Legatics Holdings Limited
SaaS LegalTech software provider
663,011 663,011 - - 663,011 663,011 - 663,011 - - - 6.0% 1.4%
Orri Limited
An intensive day care provider for adults with eating disorders
438,200 653,845 - - 438,200 - 438,200 653,845 215,645 - - 3.6% 1.4%
Pets’ Kitchen Limited (trading as Vet’s Klinic)
Veterinary clinics
360,640 360,640 270,480 270,480 631,120 631,120 - 631,120 - - - 4.5% 1.4%
IPV Limited
Provider of media asset software
619,487 619,487 - - 619,487 619,487 - 619,487 - - - 5.5% 1.3%
Rota Geek Limited
Workforce management software
874,000 397,064 218,500 218,500 1,092,500 765,890 218,500 615,564 (368,826) - - 4.1% 1.3%
Strategic Report
24
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Ordinary shares
Other investments
1
(loan stock/preference shares)
Total
cost at
31 December
2022
£
Total
valuation at
31 December
2021
£
Total
additional
investments
£
Total
valuation at
31 December
2022
£
Unrealised
gains/(losses)
in year
£
Net realised
gains/(losses)
in year
£
Net
proceeds
in year
£
% of
equity
held
% of
portfolio
by value
Cost at
31 December
2022
£
Valuation at
31 December
2022
£
Cost at
31 December
2022
£
Valuation at
31 December
2022
£
Proximity Insight Holdings Limited
Super-App used by customer-facing teams of brands and retailers
to engage, inspire and transact with customers
608,000 608,000 - - 608,000 - 608,000 608,000 - - - 2.5% 1.3%
Caledonian Leisure Limited
Provider of UK leisure and experience breaks
328,502 336,953 219,000 172,528 547,502 695,000 219,000 509,481 (404,519) - - 6.6% 1.1%
Focal Point Positioning Limited
A positioning technology company
500,612 500,612 - - 500,612 - 500,612 500,612 - - - 0.6% 1.1%
Lads Store Limited (trading as Bidnamic)
SaaS platform for optimisation of search engine marketing spend
480,538 47 7,345 - - 480,538 - 480,538 47 7,345 (3,193) - - 1.1% 1.0%
CGI Creative Graphics International Limited
Vinyl graphics to global automotive, recreation vehicle and
aerospace markets
476,612 7,780 973,134 369,512 1,449,746 397,434 - 377,292 (20,142) - - 6.3% 0.8%
Northern Bloc Ice Cream Limited
Dairy-free ice cream producer
425,670 319,253 - - 425,670 498,768 121,620 319,253 (301,135) - - 6.3% 0.7%
Connect Childcare Group Limited
Nursery management software provider
423,007 - 423,000 211,500 846,007 994,110 - 211,500 (782,610) (1,269) (1,269) 3.0% 0.5%
Spanish Restaurant Group Limited (trading as Tapas Revolution)
Spanish restaurant chain
406,396 - 812,700 116,100 1,219,096 739,557 - 116,100 (623,457) - - 6.7% 0.3%
RDL Corporation Limited
Recruitment consultants for the pharmaceutical, and IT industries
173,932 - 826,068 57,831 1,000,000 317,413 - 57,831 (259,582) - - 8.9% 0.1%
Parsley Box Group plc (formerly Parsley Box Limited)
2
Supplier of home delivered, ambient ready meals targeting the
over 60s
631,003 39,144 - - 631,003 417,536 - 39,144 (378,392) - - 1.8% 0.1%
Muller EV Limited (trading as Andersen EV) (in liquidation)
Provider of premium electric vehicle (EV) chargers
585,598 - - - 585,598 195,200 243,998 - - (439,198) - 8.8% 0.0%
Kudos Innovations Limited
Online platform that provides and promotes academic research
dissemination
328,950 - - - 328,950 81,979 - - (81,979) - 2.4% 0.0%
Jablite Holdings Limited (in members’ voluntary liquidation)
Manufacturer of expanded polystyrene products
339,974 - 227 - 340,201 49,597 - - - - 49,597 9.1% 0.0%
Veritek Global Holdings Limited
Maintenance of imaging equipment
43,527 - 1,576,559 - 1,620,086 - - - - - - 15.4% 0.0%
BookingTek Limited
Software for hotel groups
582,300 - - - 582,300 - - - - - - 3.5% 0.0%
Racoon International Group Limited
Supplier of hair extensions, hair care products and training
419,959 - 64,388 - 484,347 - - - - - - 8.0% 0.0%
Disposals in year
Media Business Insight Holdings Limited
A publishing and events business focused on the creative
production industries
- - - - - 3,560,047 - - - 415,421 3,975,468 0.0% 0.0%
Oakheath Limited (in members’ voluntary liquidation)
Online platform that connects people seeking care home from
experienced independent carers
- - - - - - - - - - - 0.0% 0.0%
Investment Portfolio Summary
as at 31 December 2022
Strategic Report
Notes
1
‘Other investments’ comprise principally loan stock instruments, and/or relatively small amounts of preference shares.
2
Parsley Box Group plc was delisted from AIM in December 2022, the company changed its name on 11 January 2023 to Parsley Box Group
Limited.
25
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Ordinary shares
Other investments
1
(loan stock/preference shares)
Total
cost at
31 December
2022
£
Total
valuation at
31 December
2021
£
Total
additional
investments
£
Total
valuation at
31 December
2022
£
Unrealised
gains/(losses)
in year
£
Net realised
gains/(losses)
in year
£
Net
proceeds
in year
£
% of
equity
held
% of
portfolio
by value
Cost at
31 December
2022
£
Valuation at
31 December
2022
£
Cost at
31 December
2022
£
Valuation at
31 December
2022
£
Proximity Insight Holdings Limited
Super-App used by customer-facing teams of brands and retailers
to engage, inspire and transact with customers
608,000 608,000 - - 608,000 - 608,000 608,000 - - - 2.5% 1.3%
Caledonian Leisure Limited
Provider of UK leisure and experience breaks
328,502 336,953 219,000 172,528 547,502 695,000 219,000 509,481 (404,519) - - 6.6% 1.1%
Focal Point Positioning Limited
A positioning technology company
500,612 500,612 - - 500,612 - 500,612 500,612 - - - 0.6% 1.1%
Lads Store Limited (trading as Bidnamic)
SaaS platform for optimisation of search engine marketing spend
480,538 47 7,345 - - 480,538 - 480,538 47 7,345 (3,193) - - 1.1% 1.0%
CGI Creative Graphics International Limited
Vinyl graphics to global automotive, recreation vehicle and
aerospace markets
476,612 7,780 973,134 369,512 1,449,746 397,434 - 377,292 (20,142) - - 6.3% 0.8%
Northern Bloc Ice Cream Limited
Dairy-free ice cream producer
425,670 319,253 - - 425,670 498,768 121,620 319,253 (301,135) - - 6.3% 0.7%
Connect Childcare Group Limited
Nursery management software provider
423,007 - 423,000 211,500 846,007 994,110 - 211,500 (782,610) (1,269) (1,269) 3.0% 0.5%
Spanish Restaurant Group Limited (trading as Tapas Revolution)
Spanish restaurant chain
406,396 - 812,700 116,100 1,219,096 739,557 - 116,100 (623,457) - - 6.7% 0.3%
RDL Corporation Limited
Recruitment consultants for the pharmaceutical, and IT industries
173,932 - 826,068 57,831 1,000,000 317,413 - 57,831 (259,582) - - 8.9% 0.1%
Parsley Box Group plc (formerly Parsley Box Limited)
2
Supplier of home delivered, ambient ready meals targeting the
over 60s
631,003 39,144 - - 631,003 417,536 - 39,144 (378,392) - - 1.8% 0.1%
Muller EV Limited (trading as Andersen EV) (in liquidation)
Provider of premium electric vehicle (EV) chargers
585,598 - - - 585,598 195,200 243,998 - - (439,198) - 8.8% 0.0%
Kudos Innovations Limited
Online platform that provides and promotes academic research
dissemination
328,950 - - - 328,950 81,979 - - (81,979) - 2.4% 0.0%
Jablite Holdings Limited (in members’ voluntary liquidation)
Manufacturer of expanded polystyrene products
339,974 - 227 - 340,201 49,597 - - - - 49,597 9.1% 0.0%
Veritek Global Holdings Limited
Maintenance of imaging equipment
43,527 - 1,576,559 - 1,620,086 - - - - - - 15.4% 0.0%
BookingTek Limited
Software for hotel groups
582,300 - - - 582,300 - - - - - - 3.5% 0.0%
Racoon International Group Limited
Supplier of hair extensions, hair care products and training
419,959 - 64,388 - 484,347 - - - - - - 8.0% 0.0%
Disposals in year
Media Business Insight Holdings Limited
A publishing and events business focused on the creative
production industries
- - - - - 3,560,047 - - - 415,421 3,975,468 0.0% 0.0%
Oakheath Limited (in members’ voluntary liquidation)
Online platform that connects people seeking care home from
experienced independent carers
- - - - - - - - - - - 0.0% 0.0%
Strategic Report
26
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Investment Portfolio Summary
as at 31 December 2022
Ordinary shares
Other investments
1
(loan stock/preference shares)
Total
cost at
31 December
2022
£
Total
valuation at
31 December
2021
£
Total
additional
investments
£
Total
valuation at
31 December
2022
£
Unrealised
gains/(losses)
in year
£
Net realised
gains/(losses)
in year
£
Net
proceeds
in year
£
% of
equity
held
% of
portfolio
by value
Cost at
31 December
2022
£
Valuation at
31 December
2022
£
Cost at
31 December
2022
£
Valuation at
31 December
2022
£
Proceeds from companies realised in previous years
2
- - - - - - - - - 404,372 404,372 - -
Total
23,569,296 37,588,398 11,125,808 7,746,128 34,695,104 64,700,682 3,777,121 45,334,526 (15,178,407) 736,768 8,701,638 98.7%
Former Elderstreet Private Equity Portfolio
Cashfac Limited
Provider of virtual banking application software solutions to
corporate customers
260,101 582,292 - - 260,101 851,035 - 582,292 (268,743) - - 2.9% 1.2%
Sift Group Limited
Developer of business-to-business internet communities
135,391 34,862 - - 135,391 32,750 - 34,862 2,112 - - 1.3% 0.1%
Total 395,492 617,154 - - 395,492 883,785 - 617,154 (266,631) - - 1.3%
Total Investment Portfolio 23,964,788 38,205,552 11,125,808 7,746,128 35,090,596 65,584,467 3,777,121 45,951,680 (15,445,038) 736,768 8,701,638 100.0%
Total Investment Portfolio split by type
Growth focused portfolio
3
22,126,008 35,040,266 6,932,407 6,240,025 29,058,415 50,568,974 3,777,121 41,280,291 (8,710,578) (83,025) 4,676,573 89.8%
MBO focused portfolio
3
1,838,780 3,165,286 4,193,401 1,506,103 6,032,181 15,015,493 - 4,671,389 (6,734,460) 819,793 4,025,065 10.2%
Investment Adviser’s Total 23,964,788 38,205,552 11,125,808 7,746,128 35,090,596 65,584,467 3,777,121 45,951,680 (15,445,038) 736,768 8,701,638 100.0%
Strategic Report
Notes
1
‘Other investments’ comprise principally loan stock instruments, and/or relatively small amounts of preference shares.
2
£400,763 was received in respect of Vian Marketing Limited (trading as Red Paddle), and £3,609 was received in respect of Vectair Holdings
Limited, both investments realised in a previous year.
3
The growth focused portfolio contains all investments made after the change in the VCT regulations in 2015 plus some investments that are
growth in nature made before this date. The MBO focused portfolio contains investments made prior to 2015 as part of the previous MBO
strategy.
27
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Ordinary shares
Other investments
1
(loan stock/preference shares)
Total
cost at
31 December
2022
£
Total
valuation at
31 December
2021
£
Total
additional
investments
£
Total
valuation at
31 December
2022
£
Unrealised
gains/(losses)
in year
£
Net realised
gains/(losses)
in year
£
Net
proceeds
in year
£
% of
equity
held
% of
portfolio
by value
Cost at
31 December
2022
£
Valuation at
31 December
2022
£
Cost at
31 December
2022
£
Valuation at
31 December
2022
£
Proceeds from companies realised in previous years
2
- - - - - - - - - 404,372 404,372 - -
Total
23,569,296 37,588,398 11,125,808 7,746,128 34,695,104 64,700,682 3,777,121 45,334,526 (15,178,407) 736,768 8,701,638 98.7%
Former Elderstreet Private Equity Portfolio
Cashfac Limited
Provider of virtual banking application software solutions to
corporate customers
260,101 582,292 - - 260,101 851,035 - 582,292 (268,743) - - 2.9% 1.2%
Sift Group Limited
Developer of business-to-business internet communities
135,391 34,862 - - 135,391 32,750 - 34,862 2,112 - - 1.3% 0.1%
Total 395,492 617,154 - - 395,492 883,785 - 617,154 (266,631) - - 1.3%
Total Investment Portfolio 23,964,788 38,205,552 11,125,808 7,746,128 35,090,596 65,584,467 3,777,121 45,951,680 (15,445,038) 736,768 8,701,638 100.0%
Total Investment Portfolio split by type
Growth focused portfolio
3
22,126,008 35,040,266 6,932,407 6,240,025 29,058,415 50,568,974 3,777,121 41,280,291 (8,710,578) (83,025) 4,676,573 89.8%
MBO focused portfolio
3
1,838,780 3,165,286 4,193,401 1,506,103 6,032,181 15,015,493 - 4,671,389 (6,734,460) 819,793 4,025,065 10.2%
Investment Adviser’s Total 23,964,788 38,205,552 11,125,808 7,746,128 35,090,596 65,584,467 3,777,121 45,951,680 (15,445,038) 736,768 8,701,638 100.0%
Strategic Report
Key policies
The Board has put in place the following policies to be applied to meet the
Company’s overall Objective and to cover specific areas of the Company’s business.
Investment policy
The Investment Policy is designed to
meet the Company’s Objective:
Investments
The Company invests primarily in a
diverse portfolio of UK unquoted
companies. Investments are made
selectively across a number of
sectors, principally in established
companies. Investments are usually
structured as part loan stock and part
equity in order to produce a regular
income stream and to generate
capital gains from realisations.
There are a number of conditions
within the VCT legislation which need
to be met by the Company and which
may change from time to time. The
Company will seek to make
investments in accordance with the
requirements of prevailing VCT
legislation.
Asset allocation and risk
diversification policies, including the
size and type of investments the
Company makes, are determined in
part by the requirements of prevailing
VCT legislation. No single investment
may represent more than 15% (by VCT
tax value) of the Company’s total
investments at the date of
investment.
Liquidity
The Company’s cash and liquid funds
are held in a portfolio of readily
realisable interest-bearing
investments, deposit and current
accounts, of varying maturities,
subject to the overriding criterion that
the risk of loss of capital be
minimised.
Borrowing
The Company’s Articles of
Association permit borrowings of
amounts up to 10% of the adjusted
capital and reserves as defined
therein).
However, the Company has never
borrowed and the Board would only
consider doing so in exceptional
circumstances.
Diversity
The Directors have considered diversity
in relation to the composition of the
Board and have concluded that its
membership is diverse in relation to its
breadth of experience. The Board
comprised of three men for the majority
of the year following the retirement of
Helen Sinclair in February 2022. Further
to the appointment of Lindsay
Dodsworth on 1 January 2023, the Board
now comprises of 3 men and 1 woman.
The Company does not have any senior
managers or employees. The Board has
made a commitment to always consider
diversity in making future appointments.
Other policies
In addition to the Investment Policy, the
Diversity Policy and the policies on
payment of dividends and share
buybacks, which are detailed earlier in
this section, the Company has adopted
a number of further policies relating to:
●● Environmental and social
responsibility;
●● Human rights;
●● Anti-bribery;
●● Global greenhouse gas emissions;
●● Whistleblowing;
●● Financial risk management; and
●● Anti-Tax Evasion;
further details of which are set out in the
Directors’ Report on pages 36 to 39.
28
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Strategic Report
Stakeholder Engagement and Directors’ Duties
The Board has discussed the discharge of their Director’s duties under Section 172 of the Companies Act 2006 having regard to
the factors set out under Provision 5 of the Association of Investment Companies (AIC) Code and in line with the UK Corporate
Governance Code. The views of and the impact of the Company’s activities on the key stakeholders are an important consideration
for the Board when making relevant decisions. The Board, in normal circumstances, engages directly with stakeholder groups
through either regular or annual meetings and investor presentations to assist the Directors in understanding the issues to which
they must have regard.
The table below sets out the interests of key stakeholders that have been considered throughout the year during the Board’s
discussions and in decision making.
Stakeholders Engagement Type Outcome
Shareholders The key mechanisms of Shareholder
engagement is:
●● Annual General Meeting
●● Annual, Half-year Reports and
Interim Management Statements
●● Annual Investor Events
●● RNS Announcements
●● Website
●● Offer for subscription
●● The AGM will be held on 24 May 2023. There will also be a
live stream providing access to view the meeting remotely
for those that cannot attend the meeting in person,
although only Shareholders physically attending will be
able to formally take part in the meeting and vote on
resolutions on the day. Shareholders unable to attend have
therefore been encouraged to submit their votes on
resolutions via proxy forms ahead of the meeting. A
recording of the AGM webcast will be available on the
Company’s website under Key Shareholder Information.
●● The Board made a decision to hold the AGM on the same
day as the Mobeus Income & Growth VCT Plc AGM so that
joint shareholders in both companies can attend on one
day with a joint presentation by the Investment Adviser.
This will reduce the amount of travel required by the
Directors, Investment Adviser and Shareholders and save
time for Shareholders by attending one rather than two
meetings on different dates in the same month.
●● Shareholders are provided with Annual and Half-Year
Reports in hard or soft copy according to their choice,
which are also available on the Company’s website.
Voluntary Interim Management Statements are released in
the quarters between reports to ensure Shareholders are
kept up to date with the Company’s events. The website is
an important source of information for Shareholders and
announcements are also regularly made through the
London Stock Exchange.
●● The Share buyback programme has continued to be
offered throughout the year. This provides Shareholders
with liquidity if they wish to sell their shares, at a price
close to the latest announced NAV per share. Further
details are contained in the Chairman’s Statement on page
4 and in the Director’s Report on page 36.
●● Shareholders are welcome to contact the Chair or the
Investment Adviser by email as advised on page 83 of this
Report.
●● The Annual Shareholder Event was successfully held as a
virtual event in February 2022, a further event took place
on 23 March 2023 with a live Q&A session to encourage
interaction between the Directors and the Board. If you
were unable to attend, please register to view a recording
of the event which is available at the following link:
https://mvcts.connectid.cloud/.
29
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Strategic Report
●● The Company seeks to create value for Shareholders by
generating good returns which are eventually distributed
to Shareholders as dividends. The importance of tax-free
dividends to Shareholders is acknowledged by the Board
and considered at each quarterly meeting. Decisions were
made to declare two interim dividends totalling 10.00
pence per share for payment in respect of the year. The
Company’s dividend target of 4.00 pence has consistently
been achieved or exceeded as outlined in the Chairman’s
Statement on page 2 and in the Strategic Report.
●● The liquidity level of the Company has remained strong
and is managed with the primary aim of preserving capital,
as discussed at each Board meeting. Liquidity levels are
managed after considering, inter alia, new and follow on
investments, annual dividend commitments as well as the
provision of the buyback facility.
●● The Board, along with the three other Mobeus VCTs,
opened Offers for Subscription on 20 January and on
5October 2022 having considered:
– the impact of dilution on existing shareholder holdings;
– the ability to meet the dividend policy of the Company;
– the ability of the Company given its liquidity levels to
be able to meet HMRC’s VCT investment rules and
timeline;
– the costs involved in issuing a prospectus payable by
investors;
– the fair treatment of investors across the four Mobeus
VCTs and those investors that the Company will
co-invest with.
Suppliers Including: Registrar, Broker, Auditor,
Lawyer, Sponsor, Banker and the VCT
Status Adviser
●● The Investment Adviser regularly communicates with each
of the professional advisers and secures an annual
confirmation of the policies they have in place. The Board
review the performance of each provider on an annual
basis.
Government &
Regulators
The Board is committed to conducting
business in line with the appropriate
laws and regulation. Mobeus Income &
Growth 4 VCT plc does not provide
financial contributions to political
parties or lobby groups.
●● As a UK listed company the Board and Investment Adviser
comply with the Companies Act, the UKLA, HMRC, UK
Accounting Standards and FCA regulatory requirements in
addition to the Alternative Investment Fund Managers
Directive, to ensure the Company can continue to trade.
Non-compliance with the VCT regulations in particular is
viewed as a principal risk for the Company. The Company
continued to comply with these regulations throughout the
year and to the date of this Report.
Stakeholders Engagement Type Outcome
30
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Strategic Report
Investee
Companies
The Investment Adviser, on behalf of
the Company, provides support to the
portfolio companies through continued
communications, providing assistance
such as the help of the Gresham House
Talent Management Team.
●● The Board has delegated authority for the day-to-day
management of the Company to the Investment Adviser and
engages with the Investment Adviser in setting, approving
and overseeing the execution of the business strategy and
related policies.
●● The Board aims to have a diverse mix of companies across a
range of different sectors and regularly reviews the
composition of the portfolio.
●● The Investment Adviser reports at the Company’s quarterly
Board meetings on each of the portfolio companies.
Members of the Investment Adviser sit on the majority of the
portfolio companies’ boards. This is to provide input on key
matters such as advancing the shareholder value agenda,
ensuring class leading corporate governance and
encouraging best practice in areas such as ESG.
●● Considerable support continued to be provided to the
investee companies during the year with regular
communication undertaken outside of scheduled board
meetings. The Investment Adviser organises Seminars and
events that involve portfolio companies so that they can
benefit from the Investment Adviser’s network.
Investment
Adviser
The Investment Adviser’s performance
is vital for the Company to deliver its
investment strategy, meet its objectives
and generate investment returns for
Shareholders, and is a crucial
relationship for the Board.
●● The Investment Adviser meets with the Board at each
quarterly meeting and is in frequent contact throughout the
periods in between meetings e.g. to approve investment
proposals. All key strategic and operational topics are
discussed in detail and a close dialogue is maintained with
the Board. The Board takes an active interest in the
challenges faced by the portfolio companies. The Board
considers each potential disposal based on the company’s
performance, market conditions and the offer(s) in its
decision to sell the Company’s holding. The Investment
Adviser’s performance is evaluated annually and its
re-appointment is dependent on the outcome of that
evaluation.
Stakeholders Engagement Type Outcome
31
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Strategic Report
32
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Principal and Emerging risks, management and regulatory environment
The Directors acknowledge the Board’s responsibilities for the Company’s internal control systems and have instigated systems
and procedures for identifying, evaluating and managing the significant and emerging risks faced by the Company. This includes
a key risk management review and robust assessment of the risks, which takes place at each quarterly board meeting. Further
details of these are contained in the corporate governance section of the Directors’ Report on pages 40 to 42. The principal risks
and the emerging risk identified by the Board are set out below:
Risk Possible consequence How the Board manages risk
Loss of
approval as a
Venture
Capital Trust
The Company must comply with section 274 of the
Income Tax Act 2007 (“ITA”) which allows it to be
exempt from capital gains tax on investment gains.
Any breach of these rules may lead to the Company
losing its approval as a Venture Capital Trust,
qualifying Shareholders who have not held their
shares for the designated holding period having to
repay the income tax relief they obtained and future
dividends paid by the Company becoming subject to
tax. The Company would also lose its exemption from
corporation tax on capital gains.
●● The Company’s VCT qualifying status is
continually reviewed by the Investment Adviser
and confirmed at each Board meeting.
●● Regular reports are received from the VCT
Status Adviser retained by the Board in order to
monitor the Company’s ongoing compliance
with the VCT Rules.
Economic
and Political
Events such as the war in Ukraine, the COVID-19
pandemic, the impact of Brexit, an economic
recession, supply shortages or a movement in
sterling or in interest rates, could affect trading
conditions for smaller companies and consequently
the value of the Company’s qualifying investments.
Movements in UK Stock Market indices may affect
the valuation of the Company’s investments, as well
as affecting the Company’s own share price and its
discount to net asset value.
●● The Board monitors the portfolio as a whole to:
(1) ensure that the Company invests as far as
possible in a diversified portfolio of
companies;
(2) ensure that developments in the macro-
economic environment such as movements
in interest rates and availability of labour are
monitored; and
(3) ensure the portfolio companies have
support in light of the current economic
conditions through ongoing discussions.
Cash comprises a significant proportion of
the net assets of the Company, further to the
successful realisations and the fund-raises
during the year giving the Company a strong
liquidity position.
Investment Investment in VCT qualifying earlier stage unquoted
small companies involves a higher degree of risk
than investment in fully listed companies. Smaller
companies often have limited product lines, markets
or financial resources, may not be profitable at the
point of investment and may be dependent for their
management on a smaller number of key individuals.
This may lead to variable investment returns and the
use of more subjective valuation methodologies.
●● The Board regularly reviews the Company’s
investment strategy.
●● A member of the Investment Adviser normally
sits on the boards of investee companies.
Regular reports are produced by the Investment
Adviser for the Board.
●● The Investment Adviser has provided a growing
pipeline of compliant investment opportunities
and continues to strengthen its investment
team.
●● The valuation of the investment portfolio and
valuation methodologies are reviewed by the
Board each quarter.
Regulatory The Company is required to comply with the
Companies Act, the Listing Rules of the UK Listing
Authority and United Kingdom Accounting
Standards. Changes to and breach of any of these
might lead to suspension of the Company’s Stock
Exchange listing, financial penalties, a qualified
audit report or the loss of the Company’s status as a
VCT. Furthermore, changes to the UK VCT
legislation or the State-aid rules could have an
adverse effect on the Company’s ability to achieve
satisfactory investment returns.
●● Regulatory and legislative developments are
kept under review by the Company’s solicitors,
its VCT Status Adviser and the Board.
Strategic Report
33
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Strategic Report
Risk Possible consequence How the Board manages risk
Financial and
operating
Failure of systems (including breaches of cyber
security) at any of the third-party service providers
that the Company has contracted with could lead to
inaccurate reporting or monitoring. Inadequate
controls could lead to the misappropriation or
insecurity of assets. Outsourcing and the increase in
remote working could give rise to cyber and data
security risks, particularly relating to the threat of
ransomware attacks, as well as internal control risk.
●● The Board carries out a bi-annual review of the
internal controls in place and reviews the risks
facing the Company at Board meetings and
receives control reports by exception.
●● It reviews the performance of the service
providers annually and has obtained assurance
that such providers have controls in place to
reduce the risk of breaches of their cyber
security.
Market
liquidity
Movements in the valuations of the Company’s
investments will, inter alia, be connected to
movements in UK Stock Market indices as well as
affecting the Company’s own share price and its
discount to net asset value.
●● The Board receives quarterly valuation reports
from the Investment Adviser and, where
necessary, challenges its valuation process and
metrics.
●● The Investment Adviser alerts the Board about
any adverse movements.
●● The Board has a share buyback policy which
seeks to mitigate market liquidity risk. This
policy is reviewed at each quarterly Board
meeting.
Asset
liquidity
The Company’s investments may be difficult to
realise.
●● The Board receives reports from the Investment
Adviser and reviews the portfolio at each
quarterly Board meeting. It carefully monitors
investments where a particular risk has been
identified.
Emerging Risk
Environmental,
Social and
Governance
Non-compliance with current and future reporting
requirements could lead to a fall in demand from
investors. That may affect the level of capital the
Company has available to meet its investment
objectives.
●● ESG and climate change is taken into account
when considering new investment proposals.
The Investment Adviser monitors the potential
impact on investee companies of any proposed
new legislation regarding environmental, social
and governance matters and advises and
adapts accordingly.
●● The Board recognises that climate change is an
important emerging risk that the Company is
taking into account in their strategic planning
although the Company itself has little direct
impact on environmental issues. Measures have
been introduced to reduce the cost and
environmental impact of providing paper copies
of Shareholder correspondence and to
decrease the amount of travel undertaken.
The risk profile of the Company changed as a result of changes to VCT legislation in 2015. As the Company is required to focus its
new investment activity on growth capital investments in younger companies it is anticipated that investment returns will be more
volatile and have a higher risk profile. The Board also discusses emerging risks as and when they arise, such as the potential for
recession and resultant impact on the portfolio companies, and puts in place mitigating actions to manage the risk.
34
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Strategic Report
Going concern and
viability of the Company
The Board is required to assess the
Company’s operation as a “going
concern”. The Company’s business
activities, together with the factors likely
to affect its future development,
performance and position are set out in
the preceding pages of this Strategic
Report. The majority of companies in the
portfolio are well funded and the portfolio
taken as a whole remains resilient and
well-diversified, although the impact of the
cost of living crisis and the challenging
economic environment may impose
further considerable demands upon the
liquidity and trading prospects of some of
these companies in the near-term. In
keeping with the ongoing need to take
advantage of opportunities for further
investment within the portfolio, the
Company announced its intention to raise
further funds in the 2021/22 tax year and
again for the 2022/23 tax year, with both
offers reaching full subscription. The
major cash outflows of the Company
(namely investments, share buybacks and
dividends) are within the Company’s
control. Accordingly, the Board believes
that the Company’s cash position, noting
the successful fundraises, is adequate to
enable the Company to continue as a
going concern under any plausible stress
scenario. Further details of this
assessment are shown within Note 2 on
page 60. The Board’s assessment of
liquidity risk, and details of the Company’s
policies for managing financial risk and its
capital, are shown in Notes 15 and 16 on
pages 69 to 76. Accordingly, the Directors
believe that it is appropriate to continue to
apply the going concern basis of
accounting in preparing the annual
Financial Statements.
Furthermore, the Directors have
considered whether there are any material
uncertainties that the Company may face
during the twelve months from the date of
approval of the financial statements that
may impact on its ability to operate as a
going concern. In particular, the Directors
have continued to consider the impact of
changes to VCT legislation. No further
material uncertainties have been
identified by the Board.
Viability Statement
The UK Corporate Governance Code
includes a requirement for companies to
include a “Viability Statement” in the
Annual Report addressed to Shareholders
with the intention of providing an
improved and broader assessment of long
term solvency and liquidity. The Code
does not define “long term” but expects
the period to be longer than twelve
months with individual companies
choosing a period appropriate to the
nature of their own businesses. The
Directors have chosen a period of three
years, as explained further below.
The Directors have carried out a robust
assessment comprising the Principal and
Emerging risks facing the Company, as
shown on pages 32 and 33. Subsequent
to this review they have a reasonable
expectation that the Company will
continue to operate and meet its liabilities,
as they fall due, for the next three years.
The Directors believe that a three-year
period is appropriate given the frequency
with which it is necessary to review and
assess the impact of past, current and
proposed regulatory changes. A period
greater than three years is considered to
be too uncertain for it to be meaningful.
The Directors’ assessment has been
made with reference to the Company’s
current position and prospects, the
Company’s present strategy, the Board’s
risk appetite and the Company’s principal
and emerging risks and how these are
managed, as described on pages 32 and
33. The Board is mindful of these risks but
considers that its actions to manage those
risks provide reasonable assurance that
the Company’s affairs are safeguarded for
the stated period.
The Directors have reached this
conclusion after giving careful
consideration to the Company’s strategy.
They believe the Company’s current
strategy of “providing investors with a
regular income stream by way of tax-free
dividends and to generate capital growth
through portfolio realisations” remains
valid. The Board has focused upon the
range of future investments that the
Company will be permitted to fund under
the current VCT legislation.
The Board expects that positive returns
should continue to be achievable from
future investments and from the existing
portfolio. The Company has made four
more new investments in compliance with
the VCT rules introduced in 2015 and its
revised Investment Policy, and the
Investment Adviser continues to see a
healthy pipeline of such investment
opportunities. The Board will continue to
monitor this assumption on a regular
basis.
The Board will continue to monitor returns
from growth capital investments on a
regular basis and the prospective returns
thereon over the next three years. The
Board considers that the Company has
sufficient liquidity to maintain its present
investment rate in the short to medium-
term.
Shareholders should be aware that, under
the Company’s Articles of Association, it is
required to hold a continuation vote at the
next AGM falling after the fifth anniversary
of last allotting shares. As shares were last
allotted in February 2023 (under the
2022/23 Offer for Subscription), this factor
has not affected the Board’s assumptions
for the next three years.
Future Prospects
For a discussion of the Company’s future
prospects (both short and medium-term),
please see the Chairman’s Statement on
pages 2 to 5 and the Investment Adviser’s
Review on page 12.
Jonathan Cartwright
Chair
5 April 2023
35
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Reports of
the Directors
Board of Directors
Jonathan Cartwright
Independent, Non-Executive Chair
Date of appointment: 7 September 2020
Experience:
Jonathan is a qualified
Chartered Accountant with significant
experience of the VCT and investment
trust sectors. He joined Caledonia
Investments plc in 1989, serving as
finance director from 1991 to 2009.
Currently he is a Non-Executive Director
and Chair of the Audit Committee of
British Smaller Companies VCT plc and
Chair of CT UK Capital and Income
Investment Trust PLC.
Jonathan is a former Chair of BlackRock
Income and Growth Investment Trust plc
and Aberforth Split Level Income Trust
plc. He has also served as a Non-
Executive Director of The Income &
Growth VCT plc between 2010 and
2020, where he was Chair of the Audit
Committee followed by an interim
appointment as Chair of the Board.
Graham Paterson
Independent, Non-Executive Director
Date of appointment: 10 May 2019
Experience
: Graham is an investment
and financial services professional with
over 20 years’ experience in the private
equity industry. A chartered accountant,
Graham was one of the founding
partners of SL Capital Partners LLP,
(formerly Standard Life Investments
(Private Equity) Ltd) where he was a
Partner and Board Member until 2010.
During his 13 years at SL Capital, he was
one of the managers of Standard Life
Private Equity Trust plc and was a
member of the advisory boards to a
number of leading private equity fund
managers. In 2013, Graham co-founded
TopQ Software Ltd, a technology
company which develops software for
the private equity industry. TopQ
Software was acquired by eVestment Inc
(now part of NASDAQ Inc) in 2015, where
until early 2018, Graham was a Director
of their private markets data and
analytics business. Graham was Chair of
Octopus VCT 4 plc until 2018 and is
currently a Non-Executive Director of
Baillie Gifford US Growth Trust plc,
Invesco Perpetual UK Smaller
Companies Investment Trust plc and
Chair of Datactics Ltd.
Christopher Burke
Independent, Non-Executive Director
Date of appointment: 26 November 2019
Experience
: Chris has spent over 35 years
in the Telecommunications, IT and
Technology industries in a very
International career. Chris has held both
Senior Technical and General
Management responsibilities in a
Telecoms Equipment Manufacture (Nortel),
Fixed Line Carrier (Energis), Wireless
Service Provider company (Vodafone),
and a User Equipment Manufacturer (RIM).
After graduating from university in 1982
with a Bachelor of Computer Science,
Chris spent 15 years with Bell Northern
Research (R&D for Northern Telecom) and
Nortel holding a variety of roles in
software development, operations and
ultimately Sales, working across North
America, Europe and Asia. From 1997 to
2000 Chris was CTO at Energis
Communications, forming part of the
executive team that led Energis through
IPO and into the FTSE 40. From 2001 to
2005, Chris worked at Vodafone, where
he was Vodafone’s first Chief Technology
Officer (CTO) responsible for Vodafone
UK’s technology, product architecture,
design, procurement, development,
support and operations. Chris’s last
position in a public company was as
Managing Director for Research in Motion
(RIM) in Europe, Middle East and Africa
(EMEA), departing in 2009. Since 2009,
Chris has spent most of his time co-
founding Companies and developing his
own Investment Fund/Advisory Business.
For details of the share interest and remuneration of the Directors please see page 47 of the Directors’ Remuneration Report.
Details of the attendance record of the Directors is also reported in the Directors’ Remuneration Report on page 48.
Reports of the Directors
Lindsay Dodsworth
Independent, Non-Executive Director
Date of appointment: 1 January 2023
Experience:
Lindsay is an experienced
Non-Executive Director, Audit Chair,
Trustee and Committee Chair having set
up and grown a Family Office over the
last twenty years where she established
and oversaw a diverse investment
portfolio. She is currently a Non-
Executive Director and Chair of Audit at
the Martin Currie Global Portfolio Trust
plc, sits on the Investment Oversight
Committee for a Family Office, is the
Chair of Governors at St John’s College
School, Cambridge and a Trustee and
Member of the Finance and Investment
Committee at Goodenough College.
Lindsay was previously an International
Corporate Tax Partner at Ernst & Young
for several years and prior to that she
qualified as a Chartered Accountant and
Chartered Tax Adviser at Price
Waterhouse. She is well qualified to
assume the role as Chair of the Audit &
Risk and Nomination and Remuneration
Committees following the Annual
General Meeting of the Company on
24 May 2023.
The Directors present the
Annual Report and Audited
Financial Statements of the
Company for the year ended
31December 2022.
The Corporate Governance Statement
on pages 40 to 42, and the Report of the
Audit & Risk Committee on pages 43
and 44, form part of this Directors’
Report.
The Board believes that the Annual
Report and Financial Statements taken
as a whole is fair, balanced and
understandable and provides the
information necessary for Shareholders
to assess the Company’s performance,
position, business model and strategy.
The Company is registered in England
and Wales as a Public Limited Company
(registration number 03707697).
The Company has satisfied the
requirements for full approval as a
Venture Capital Trust under section 274
of the Income Tax Act 2007 (“ITA”). It is
the Directors’ intention to continue to
manage the Company’s affairs in such a
manner as to comply with section 274 of
the ITA.
To enable capital profits to be
distributed by way of dividends, the
Company revoked its status as an
investment company as defined in
section 833 of the Companies Act 2006
(“the Companies Act”) on 28 July 2008.
The Company does not intend to
re-apply for such status.
Share capital
The Company’s Ordinary shares of 1.00
penny each (“shares”) are listed on the
London Stock Exchange.
Issued Share Capital
The issued share capital of the Company
as at 31 December 2022 was £1,043,565
(2021: £833,897) and the number of
shares in issue at this date was
104,356,447 (2021: 83,389,721).
Buyback of shares
The following disclosure is made in
accordance with Part 6 of Schedule 7 of
The Large and Medium-sized Companies
and Groups (Accounts and Reports)
Regulations 2008 (as amended in 2013).
The reason the Company makes market
purchases of its own shares is to
enhance the liquidity of the Company’s
shares and to seek to manage the level
and volatility of the discount to Net
Asset Value at which the Company’s
shares may trade.
At the Annual General Meeting of the
Company held on 17 May 2022,
Shareholders granted the Company
authority, pursuant to section 701 of the
Companies Act 2006, to make market
purchases of up to 14.99% of the issued
share capital of the Company at that
date. Such authority has been in place
throughout the year under review.
During the year under review, the
Company bought back 1,796,536 (2021:
1,309,349) of its own shares at a total
cost of £1,460,054 (2021: £1,230,702)
including expenses. These shares
represented 2.2% of the issued share
capital at the beginning of the year (2021:
1.6%). All shares bought back by the
Company were subsequently cancelled.
Substantial interests
As at the date of the Report, the
Company had not been notified of any
beneficial interest exceeding 3% of the
issued share capital.
Dividends
Shareholders received interim dividends
in respect of the year ended 31 December
2022 of 4.00 and 6.00 pence per share
on 8 July 2022 and 7 November 2022
respectively.
Directors
The names, dates of appointment and
brief biographical details of each of the
Directors are given on the previous
page of this Annual Report.
Disclosure of Information to the
Auditor
So far as each of the Directors in office
at 31 December 2022 are aware, there is
no relevant audit information of which
the auditor is unaware. They have
individually taken all the steps that they
ought to have taken as Directors in order
to make themselves aware of any
relevant audit information and to
establish that the Company’s Auditor is
aware of that information.
Director’s indemnity and officers’
liability insurance
The Directors have individually entered
into Deeds of indemnity with the
Company which indemnifies each
Director, subject to the provisions of the
Companies Act 2006 and the limitations
set out in each deed, against any liability
arising out of any claim made against
them in relation to the performance of
their duties as Directors of the Company.
Copies of each Deed of indemnity
entered into by the Company for the
Directors are available from the
Company Secretary.
The Company maintains a Directors’ and
Officers’ liability insurance policy. The
policy does not provide cover for
fraudulent or dishonest actions by the
Directors.
Environmental and social
responsibility policies
The Board recognises its obligations
under Company law to provide
information in this respect about
environmental matters (including the
impact of the Company’s business on
the environment), human rights and
social and community issues, including
information about any policies the
Company has in relation to these
matters and the effectiveness of these
policies. The Board has recognised
Climate Change as an emerging risk, as
referenced on page 33, and takes full
consideration of relevant factors within
the overall assessment of potential
investee companies. It is considered
alongside investment assessments of
potential investee companies.
The Board seeks to maintain high
standards of conduct in respect of
ethical, environmental, governance and
social issues and to conduct the
Company’s affairs responsibly. It
considers relevant social and
environmental matters when appropriate
and particularly with regard to
investment decisions. The Investment
Adviser encourages good practice
within the companies in which the
Company invests. The Board seeks to
avoid investing in certain areas which it
considers to be unethical. This includes
giving particular consideration to the
inherent reputation of the sector
(including past history, scandal or
adverse media coverage), rapidly
changing public perception of industry
sectors or potential ethical concerns for
wider stakeholders. It also does not
invest in companies which do not
operate within relevant ethical,
environmental and social legislation or
otherwise fail to comply with appropriate
industry standards. The Investment
Adviser has aligned its current ESG
procedures and protocols to the highest
standards as set out and informed by
Gresham House plc. The Investment
Adviser believes that this approach will
contribute towards the enhancement of
Shareholder value going forward.
The Company does not have any
employees or officers and the Board
therefore believes that there is limited
scope for developing environmental,
social or community policies. The
Company has however adopted
electronic communications for
Shareholders as a means of reducing
36
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Reports of
the Directors
Directors’ Report
the volume of paper that the Company
uses to produce its reports. It uses
mixed source paper from well-managed
forests as endorsed by the Forest
Stewardship Council for the printing of
its circulars and Annual and Half-Year
reports. The Investment Adviser is
conscious of the need to reduce its
impact on the environment and has
taken a number of initiatives in its offices
including recycling and the reduction of
its energy consumption.
Global greenhouse gas emissions
The Company has no greenhouse gas
emissions to report from its operations, nor
does it have responsibility for any other
emissions producing sources under the
Companies Act 2006 (Strategic Report
and Directors’ Reports) Regulations 2013,
(including those within the Company’s
underlying investment portfolio). The
Company does not fall within the scope of
The Companies (Directors’ Report) and
Limited Liability Partnerships (Energy and
Carbon Report) Regulations 2018 effective
as of 1 April 2019 which implements the
Government’s policy on Streamlined
Energy and Carbon Reporting. The 2018
Regulations require companies that have
consumed over 40,000 kilowatt-hours of
energy to include energy and carbon
information in their Directors’ Report. This
does not apply to the Company as it
qualifies as a low energy user.
Human rights policy
The Board seeks to conduct the
Company’s affairs responsibly and gives
full consideration to the human rights
implications of its decisions, particularly
with regard to investment decisions.
Anti-bribery policy
The Company has adopted a zero-
tolerance approach to bribery and has
established an anti-bribery policy and
procedures, copies of which are
available in the Corporate Governance
section of the Company’s website:
www.mig4vct.co.uk.
Whistleblowing policy
The Board has considered the
recommendation made in the UK
Corporate Governance Code with
regard to a policy on whistleblowing and
has reviewed the arrangements at the
Investment Adviser under which staff
may, in confidence, raise concerns. It has
concluded that adequate arrangements
are in place at the Investment Adviser
for the proportionate and independent
investigation of such matters and, where
necessary, for appropriate follow-up
action to be taken by the Investment
Adviser. The Board has also asked each
of its service providers to confirm that
they have a suitable whistle-blowing
policy in place.
Anti-Tax Evasion
The Company has also adopted a
zero-tolerance approach to tax evasion
in compliance with the Criminal Finance
Act 2017 and the corporate criminal
offence of failing to take reasonable
steps to prevent the facilitation of tax
evasion. The Company has applied due
diligence procedures, taking an
appropriate risk-based approach, in
respect of persons who perform or will
perform services on behalf of the
Company, in order to mitigate risks.
Financial risk management
The main risks arising from the
Company’s financial instruments are due
to fluctuations in market prices,
investment risk, liquidity risk, interest
rates and credit risk. The Board regularly
reviews and agrees policies for
managing these risks and full details can
be found in Note 15 to the Financial
Statements on pages 69 to 76 of this
Annual Report.
Post balance sheet events
For a full list of the post balance sheet
events that have occurred since
31 December 2022, please see Note 18
to the Accounts on page 76.
Articles of Association
The Company may amend its Articles of
Association (“the Articles”) by special
resolution in accordance with section 21
of the Companies Act 2006. It is not the
Company’s intention to change its
Articles at the forthcoming AGM.
Annual General Meeting
The Notice of the Annual General
Meeting, which will be held at 2:30 pm
on Wednesday, 24 May 2023 at the
offices of Shoosmiths LLP, 1 Bow
Churchyard, London, EC4M 9DQ is set
out on pages 79 to 81 of this Annual
Report. A joint Investment Adviser
presentation with the Mobeus Income &
Growth VCT plc shareholders will
commence at 1.30pm.
A webcast of the Annual General Meeting
will also be available and details of how to
join the webcast will be shown on the
Company’s website. If possible,
Shareholders intending to join the
Meeting by means of the webcast (which
would be as an attendee only) are
requested to join at least ten minutes prior
to the commencement of the Investment
Adviser presentation at 1.30 pm followed
by the Annual General Meeting at 2.30 pm
on Wednesday, 24 May 2023. Members
attending the Annual General Meeting by
means of the webcast, shall be permitted
to ask questions at the Annual General
Meeting but shall not be entitled to vote
on resolutions at the Annual General
Meeting (and are, therefore, encouraged
to lodge their proxy vote and appoint the
Chair of the Annual General Meeting as
their proxy).
A proxy form for the meeting is enclosed
separately with Shareholders’ copies of
this Annual Report. Proxy votes may be
submitted electronically via the Link
Group Signal Shares Portal at
www.signalshares.com. Shareholders
may also request a hard copy proxy form
by contacting the Company’s Registrar,
Link Group, using their details as stated
on page 83. Shareholders are
encouraged to lodge their proxy vote
and appoint the Chair of the Meeting as
their proxy, as soon as possible.
Resolutions 1 to 8 are being proposed as
ordinary resolutions requiring more than
50% of the votes cast at the meeting to
be in favour and resolutions 9 and 10 will
be proposed as special resolutions
requiring the approval of at least 75% of
the votes cast at the meeting.
The following is an explanation of the
business to be proposed:
Resolution 1 – To receive the
Annual Report and Financial
Statements
The Directors are required to present
the Financial Statements, Directors’
report and Auditor’s report for the
financial year ended 31 December 2022
to the meeting.
Resolution 2 – To approve the
Directors’ Remuneration Report
Under section 420 of the Companies Act
2006 (the “Act”), the Directors must
prepare an annual report detailing the
remuneration of the Directors and a
statement by the Chair of the
Nomination and Remuneration
Committee (together the “Directors’
Remuneration Report”). The Act also
requires that a resolution be put to
Shareholders each year for their
approval of that report. The Directors’
Remuneration Report can be found on
pages 45 to 48 of this Annual Report
and Financial Statements. Resolution 2
is an advisory vote only.
Full details of Directors’ remuneration
can be found within the Directors’
Remuneration Report on pages 45 to 48
of this Annual Report.
37
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Reports of
the Directors
Resolution 3 – To approve the
Company’s Remuneration Policy
The Company is required to put its
Remuneration Policy to Shareholders
every three years under section 439A of
the Companies Act and is subject to a
binding Shareholder vote. A resolution
on the Remuneration Policy was last
voted on at the Annual General Meeting
held on 12 May 2020 and therefore a
similar resolution will be proposed at the
forthcoming meeting. The Remuneration
Policy is set out below and full details of
Directors’ remuneration can be found in
the Directors’ Remuneration Report on
pages 45 to 48 of this Annual Report.
Remuneration Policy
To ensure that the levels of
remuneration are sufficient to attract,
retain and motivate directors of the
quality required to manage the
Company in order to achieve the
Company’s Objective.
Resolutions 4 to 6 – To elect and
re-elect the Directors
The Company’s Articles of Association
require that each Director appointed to
the Board shall retire and seek election
at their first AGM following appointment
and every three years thereafter. In
terms of overall length of tenure, the AIC
Code does not explicitly make
recommendations on tenure for
directors. The Board does not believe
that a Director should be appointed for a
specified term.
The Board has previously agreed that
each Director will retire and offer
themselves for re-election annually after
serving on the Board for more than nine
years. However, following the
publication of the revised UK Corporate
Governance Code in July 2018, which
applied to the Company from 1 January
2019 onwards, the Board agreed to
follow the recommendation of provision
18, namely that all directors be subject to
annual re-election. Jonathan Cartwright
has confirmed his intention to retire from
the Board at the conclusion of the
Annual General Meeting and therefore
will not be offering himself for re-
election at the meeting.
Graham Paterson
Independent non-executive director
Graham was appointed to the Board in
May 2019, and under the Articles is
seeking re-election at this Annual
General Meeting. The remaining
Directors believe that Graham is well
positioned to make a substantial
contribution to the Company’s long-term
sustainable success in his capacity as
Chair of the Board and have no
hesitation in recommending his
re-election to Shareholders.
Chris Burke
Independent non-executive director
Following a review of Chris’s
performance, the Directors agree that he
continues to carry out his duties
effectively and makes a substantial
contribution to the Company’s long-term
sustainable success. Chris was appointed
as Chair of the Investment Committee
with effect from 1 March 2022, succeeding
Helen Sinclair in the role following her
retirement from the Company.
He was also appointed a member of the
Audit & Risk and Nomination and
Remuneration Committees on the same
date.
The Directors are confident that he is a
strong and effective director and have
no hesitation in recommending his
re-election to Shareholders.
Lindsay Dodsworth
Independent non-executive director
Lindsay was appointed to the Board in
January 2023, and under the Articles is
seeking election at this, the first Annual
General Meeting since her appointment
to the Board. The remaining Directors
believe that Lindsay has extensive
experience and are confident that she
will make a very substantial contribution
to the Company’s long-term sustainable
success in her capacity as Chair of the
Audit & Risk and Nomination and
Remuneration Committees and have no
hesitation in recommending her election
to Shareholders.
Resolution 7 – To reappoint BDO
LLP as auditor of the Company, to
hold office until the conclusion of
the next general meeting at which
accounts are laid before the
Company and to authorise the
Directors to determine the
remuneration of the auditor.
At each meeting at which the Company’s
accounts are presented to its members,
the Company is required to appoint an
auditor to serve until the next such
meeting. The Board, on the
recommendation of the Audit & Risk
Committee, recommends the re-
appointment of BDO LLP. This resolution
also gives authority to the Directors to
determine the remuneration of the
auditor. For further information, please
see the report of the Audit & Risk
Committee on pages 43 and 44.
Resolution 8 – Authority to allot
shares in the Company and
Resolution 9 – Disapplication of
pre-emption rights of members
These two resolutions grant the
Directors the authority to generally allot
shares for cash to a limited and defined
extent otherwise than pro rata to
existing Shareholders.
Resolution 8 will enable the Directors to
allot new shares up to an aggregate
nominal value of £364,206, representing
one-third of the existing issued share
capital of the Company as at the
publication date of the Notice convening
the Annual General Meeting.
Under section 561(1) of the Act, if the
Directors wish to allot new shares or sell
or transfer treasury shares for cash they
must first offer such shares to existing
Shareholders in proportion to their
current holdings (pre-emption rights). It
is proposed by Resolution 9 to sanction
the disapplication of such pre-emption
rights in respect of the allotment of
equity securities:
(i) with an aggregate nominal value of
up to, but not exceeding, £110,366
(representing approximately 10% of
the existing issued share capital at
the time of the circulation of the
notice of the AGM) in connection
with offer(s) for subscription;
(ii) with an aggregate nominal value of
up to, but not exceeding, 10% of the
issued share capital from time to
time pursuant to any dividend
investment scheme operated by the
Company, at a subscription price per
Share which may be less than the
net asset value per Share, as may be
prescribed by the scheme terms;
(iii) otherwise than pursuant to (i) or (ii)
above, with an aggregate nominal
value of up to, but not exceeding,
10% of the issued share capital from
time to time, in each case where the
proceeds may be used in whole or
part to purchase the Company’s
shares in the market.
The Company normally allots shares
at prices based on prevailing net
asset value per share of the existing
shares on the date of allotment (plus
costs, save in relation to the
dividend investment scheme).
The Company will only allot shares at or
above NAV per share, which includes in
relation to the Company’s Dividend
Investment Scheme. The Directors thus
seek to manage any potential dilution of
existing shareholdings as a result of the
disapplication of Shareholders’ pre-
emption rights proposed in Resolution 9.
38
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Reports of
the Directors
Directors’ Report
The Company does not currently hold
any shares as treasury shares.
Both of these authorities, unless
previously renewed, varied or revoked,
will expire on the date falling fifteen
months after the passing of the
resolution or, if earlier, on the conclusion
of the Annual General Meeting of the
Company to be held in 2024. However,
the Directors may allot securities after
the expiry dates specified above in
pursuance of offers or agreements made
prior to the expiration of these
authorities. Both resolutions generally
renew previous authorities approved by
Shareholders at the Annual General
Meeting of the Company held on 17 May
2022 and are intended to be used for
the purposes of an offer(s) for
subscription and the Dividend
Investment Scheme.
Resolution 10 – Authority to
purchase the Company’s own
shares
This resolution authorises the Company
to purchase its own shares pursuant to
section 701 of the Companies Act. The
authority is limited to the purchase of an
aggregate of 16,543,794 shares
representing approximately 14.99% of the
issued share capital of the Company as at
the date of the Notice of the Meeting or, if
lower, such number of shares (rounded
down to the nearest whole share) as shall
equal 14.99% of the issued share capital
at the date the resolution is passed. The
maximum price that may be paid for a
share will be the higher of:
(i) an amount that is not more than 5%
above the average of the middle
market quotations of the shares as
derived from the Daily Official List of
the London Stock Exchange for the
five business days preceding the
date such shares are contracted to
be purchased; and
(ii) the price stipulated by Article 5(6) of
the Market Abuse Regulation (EU)
596/2014 (as such Regulation forms
part of UK law and as amended). The
minimum price that may be paid for a
share is 1 penny, being the nominal
value thereof.
Market liquidity in VCTs is normally very
restricted. The passing of this resolution
will enable the Company to purchase its
own shares thereby providing a
mechanism by which the Company may
enhance the liquidity of its shares and
seek to manage the level and volatility
of the discount to NAV at which its
shares may trade.
It is the Directors’ intention to cancel any
shares bought back under this authority.
Shareholders should note that the
Directors do not intend to exercise this
authority unless they believe to do so
would result in an increase in net assets
per share which would be in the
interests of Shareholders generally. This
resolution will expire on the date falling
fifteen months after the passing of this
resolution or, if earlier, on the conclusion
of the Company’s Annual General
Meeting to be held in 2024 except that
the Company may purchase its own
shares after this date in pursuance of a
contract or contracts made prior to the
expiration of this authority.
Recommendation
The Board recommends that
Shareholders vote in favour of the
resolutions to be proposed at the
Annual General Meeting of the
Company, as the Directors intend to do
in respect of their own beneficial
holdings of 228,901 shares (representing
0.21% of the issued share capital as at
the date of publication).
Voting rights of Shareholders
At general meetings of the Company,
Shareholders have one vote on a show
of hands, and one vote per share held
on a poll. No member shall be entitled to
vote or exercise any rights at a general
meeting unless all their shares have
been paid up in full. Any instrument of
proxy must be deposited at the place
specified by the by the Directors no later
than 48 hours before the time fixed for
the meeting.
There are no restrictions on voting rights
and no agreements between holders of
securities that may prevent or restrict
the transfer of securities or voting rights.
By order of the Board
Gresham House Asset Management
Limited
Company Secretary
5 April 2023
39
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Reports of
the Directors
This Corporate Governance
Statement forms part of the
Directors’ Report.
The Directors have adopted the
Association of Investment Companies
(AIC) Code of Corporate Governance
2019 (“the AIC Code”) for the financial
year ended 31 December 2022. The
Board has considered the principles and
recommendations of the AIC Code by
reference to the AIC Corporate
Governance Guide for investment
companies (“AIC Guide”). The AIC Code,
as explained by the AIC Guide,
addresses all the principles set out in
the UK Corporate Governance Code
2018 (“the UK Code”), as well as setting
out additional principles and
recommendations on issues that are of
specific relevance to the Company.
The Board considers that reporting
against the principles and
recommendations of the AIC Code, and
by reference to the AIC Guide (which
incorporates the UK Code), will provide
the most appropriate information to
Shareholders.
The AIC Code was endorsed by the
Financial Reporting Council in February
2019. In adopting the AIC Code, the
Company will therefore meet its
obligations in relation to the reporting
requirements of the Financial Conduct
Authority’s Listing and Disclosure and
Transparency Rules on Corporate
Governance.
The AIC Code can be viewed on the
AIC’s website at www.theaic.co.uk/
aic-code-of-corporate-governance
Statement of Compliance
This statement has been compiled in
accordance with the FCA’s Disclosure
and Transparency Rule (DTR) 7.2 on
Corporate Governance Statements.
The Board considers that the Company
has complied with the recommendations
of the AIC Code and relevant provisions
of the UK Code throughout the year
under review, except as explained in the
following paragraphs. A table providing
further explanations of how the
Company has complied with the AIC
Code during the year is available in the
Corporate Governance section of the
Company’s website: www.mig4vct.co.uk.
As an externally advised VCT most of
the Company’s operations are
delegated to third parties and the
Company has no executive directors,
employees or internal operations. The
Board has therefore concluded, for the
reasons set out in the AIC Guide, that
not all the provisions of the UK Code are
relevant to the Company. Firstly, as the
Company does not employ a chief
executive, nor any executive directors,
the provisions of the AIC Code relating
to the rate of the chief executive and
executive directors’ remuneration are
not relevant to the Company. Secondly,
the systems and procedures of the
Investment Adviser, the provision of VCT
monitoring services by Philip Hare &
Associates LLP, as well as the size of the
Company’s operations, give the Board
full confidence that an internal audit
function is not necessary. The Company
has therefore not reported further in
respect of these provisions.
Internal control
The Board acknowledges that it is
responsible for the Company’s system of
internal control and for reviewing its
effectiveness. Internal control systems
are designed to manage the particular
needs of the Company and the risks to
which it is exposed and can by their
nature only provide reasonable and not
absolute assurance against material
misstatement or loss.
The Company’s internal control system
aims to ensure the maintenance of
proper accounting records, the reliability
of the finance information used for
publication and upon which business
decisions are made, and that the assets
of the Company are safeguarded. The
financial controls operated by the Board
include regular reviews of signing
authorities, quarterly management
accounts and the processes by which
investments in the portfolio are valued.
The Board also provides authorisation of
the Investment Policy and regular
reviews of the financial results and
investment performance.
The Board has put in place ongoing
procedures for identifying, evaluating
and managing the significant risks faced
by the Company. As part of this process
an annual review of the control systems
is carried out. The review covers a
consideration of the key business,
operational, compliance and financial
risks facing the Company and includes a
review of the risks in relation to the
financial reporting process. The Board
reviews a schedule of key risks and the
management accounts at each quarterly
Board meeting. It is assisted by the Audit
& Risk Committee in respect of the
Annual and Half-Year Reports and other
published financial information.
The Board has contractually delegated
to the Investment Adviser the
management of the investment portfolio,
the day-to-day accounting, company
secretarial and administration
requirements, and, to Link Group, the
registration services. Each of these
contracts was entered into after full and
proper consideration by the Board of the
quality and cost of services offered,
including the financial control systems in
operation at the service providers in so
far as they relate to the affairs of the
Company. The Board regularly monitors
these controls from a risk perspective
and receives reports from the Registrar
and Investment Adviser and
Administrator when appropriate.
The Board, assisted by the Audit & Risk
Committee, carries out separate
assessments in respect of the Annual
and Half-Year Reports and other
published financial information. As part
of these reviews, the Board appraises all
the relevant risks ensuing from the
internal control process referred to
above. The main aspects of the internal
controls which have been in place
throughout the year in relation to
financial reporting are:
●● Internal controls are in place for the
preparation and reconciliation of the
valuations prepared by the
Investment Adviser.
●● Independent reviews of the
valuations of investments within the
portfolio are undertaken quarterly by
the Board.
●● The information contained in the
Annual Report and other financial
reports is reviewed separately by
the Audit & Risk Committee prior to
consideration by the Board.
●● The Board reviews all financial
information prior to publication.
The system of internal control and the
procedure for the review of control
systems has been in place and
operational throughout the year under
review and up to the date of this Report.
The Audit & Risk Committee and the
Board carried out an assessment of the
effectiveness of internal controls in
managing risk which was conducted on
the basis of reports from the relevant
service providers. The last review took
place on 29 March 2023. The Board has
identified no significant problems with
the Company’s internal control
mechanisms.
Section 172 Director Duties
The Directors continue to have regard to
the interests of the Company’s
Shareholders and other stakeholders,
including the impact of its activities on
the community, environment and the
Company’s reputation, when making
decisions. The Directors, acting fairly
and in good faith, consider what is most
40
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Reports of
the Directors
Corporate Governance Statement
likely to promote the success of the
Company for its members and
stakeholders in the long-term. For
further Information on how the Directors
have fulfilled their duties under Section
172 of the Companies Act 2006, please
see pages 29 to 31.
Fees paid to the Investment Adviser
The fees paid to the Investment Adviser
are set out in Note 4 to the Financial
Statements on 61 and 62.
In addition, the Investment Adviser
received fees totalling £307,585 (2021:
£349,777) during the year ended
31 December 2022, being £78,870
(2021: £132,666) for advisory and
arrangement fees, and £228,715 (2021:
£217,111) for acting as non-executive
directors on a number of investee
company boards. These amounts are
the share of such fees attributable to
investments made by the Company.
Alternative Investment Fund
Manager (“AIFM”)
The Board appointed the Company as
its own AIFM in compliance with the
European Commission’s Alternative
Investment Fund Management Directive
with effect from 22 July 2014. The
Company is registered as a small AIFM
and is therefore exempt from the
principal requirements of the Directive.
Gresham House continues to provide
investment advisory and administrative
services to the Company.
The Board and its Committees
The powers of the Directors have been
granted by company law, the Company’s
Articles of Association and resolutions
passed by the Company’s members in
general meeting. Resolutions are
proposed annually at each annual
general meeting of the Company to
authorise the Directors to allot shares,
disapply the pre-emption rights of
members and buyback the Company’s
own shares on behalf of the Company.
These authorities are currently in place
and resolutions to renew them will be
proposed at the Annual General
Meeting of the Company to be held on
24 May 2023.
The Board has agreed a schedule of
matters specifically reserved for
decision by the Board. These include
compliance with the requirements of the
Companies Act 2006 and the Income
Tax Act 2007, the UK Listing Authority
and the London Stock Exchange;
strategy and management of the
Company; changes relating to the
Company’s capital structure or its status
as a plc; financial reporting and controls;
board and committee appointments as
recommended by the Nomination and
Remuneration Committee and terms of
reference of committees; material
contracts of the Company and contracts
of the Company not in the ordinary
course of business.
In regard to the Chair of the Board’s
tenure, the length of service of all
directors is considered on an ongoing
basis, with the Nomination and
Remuneration Committee giving
consideration to succession and
composition at its year-end meeting, in
compliance with the AIC Code of
Corporate Governance guidance. The
Board also annually reviews the
constitution and strategy of the
Company.
Graham Paterson was appointed by the
Board on 10 May 2019, Chris Burke was
appointed by the Board on
26November 2019 and Lindsay
Dodsworth was appointed by the Board
on 1 January 2023. They will each be
seeking re-election/election at the
upcoming Annual General Meeting on
24 May 2023.
The Board is of the view that a term of
service in excess of nine years is not in
itself prejudicial to a director’s ability to
carry out their duties effectively and
from an independent perspective; the
nature of the Company’s business is
such that an individual director’s
experience and continuity of non-
executive board membership can
significantly enhance the effectiveness
of the Board as a whole.
Following the performance evaluation of
the Directors during the year, the Board
confirms that both Graham Paterson and
Chris Burke continue to demonstrate
commitment to their roles and to be
effective in carrying out their duties on
behalf of the Company.
Copies of the directors’ letters of
appointment are available for inspection
at the place of the Annual General
Meeting for at least 15 minutes before
and during the Meeting.
Board Committees
The Board has established three
Committees: the Nomination and
Remuneration Committee, the
Investment Committee and the Audit &
Risk Committee, each with
responsibilities for specific areas of its
activity. Each of the Committees have
written terms of reference, which detail
their authority and duties. Shareholders
may obtain copies of these by making a
written request to the Company
Secretary or by downloading the
documents from the Company’s website:
www.mig4vct.co.uk.
The Board has satisfied itself that each
of its Committees has sufficient
resources to undertake its duties.
Audit & Risk Committee
The Audit & Risk Committee will be
chaired by Graham Paterson until the
conclusion of the Annual General
Meeting when Lindsay Dodsworth will
assume the Chair. The Committee
comprises Graham Paterson, Jonathan
Cartwright, Chris Burke and Lindsay
Dodsworth. A full description of the work
of the Audit & Risk Committee is set out
in the Report of the Audit & Risk
Committee on pages 43 and 44 of this
Annual Report. Jonathan Cartwright
remains a Committee member until his
retirement from the Board, effective from
the conclusion of the Annual General
Meeting.
Nomination and Remuneration
Committee
The Nomination and Remuneration
Committee is chaired by Graham
Paterson. Lindsay Dodsworth will
assume the Chair from the conclusion of
the Annual General Meeting. The
Committee comprises Graham Paterson,
Chris Burke and Lindsay Dodsworth.
Jonathan Cartwright is also a member
until his retirement from the Board,
effective from the conclusion of the
Annual General Meeting.
In considering nominations, the
Committee is responsible for making
recommendations to the Board
concerning new appointments of
Directors to the Board and its
committees; the periodic review of the
composition of the Board and its
committees; and the annual
performance review of the Board, the
Directors and the Chair. This includes
the ongoing review of each Director’s
actual or potential conflicts of interest
which may arise as a result of the
external business activities of Board
members.
A full description of the work of the
Committee with regard to remuneration
is included within the Directors’
Remuneration Report on pages 45 to 48.
Investment Committee
The Investment Committee is chaired by
Chris Burke and comprises all four
Directors until Jonathan Cartwright’s
retirement.
The Committee meets as necessary to
consider the investment proposals put
forward by the Investment Adviser. The
41
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Reports of
the Directors
Corporate Governance Statement
Committee advises the Board on the
development and implementation of the
Investment Policy and leads the process
for the ongoing monitoring of investee
companies and the Company’s
investment therein. Investment guidance
has been issued to the Investment
Adviser and the Committee ensures that
this guidance is adhered to. New
investments and divestments are
approved by the Committee following
discussions between Committee
members and are subsequently ratified
by the Board. Investment matters are
discussed at each Board meeting.
During the year, the Committee formally
approved all investments, divestments
and variation decisions, meeting
informally on numerous occasions.
The Committee considers and agrees,
on the advice of the Investment Adviser
for recommendation to the Board, all
unquoted investment valuations.
Investments are valued in accordance
with the International Private Equity and
Venture Capital (IPEV) Valuation
Guidelines under which investments are
valued at fair value as defined in those
guidelines. Any AIM or other quoted
investment will be valued at the closing
bid price of its shares as at the relevant
reporting date, in accordance with
generally accepted accounting practice.
Financial risk management
The main risks arising from the
Company’s financial instruments are due
to investment risk, liquidity risk, credit
risk, fluctuations in market prices (market
price risk), cash flow interest rate risk
and currency risk. The Board regularly
reviews and agrees policies for
managing these risks and full details can
be found in Note 15 to the Accounts on
pages 69 to 76 of this Annual Report.
Future developments
The outlook for the Company is set out
in the Chairman’s Statement on page 5.
Investment management and
service providers
The Directors carry out an annual review
of the performance of, and contractual
arrangements with, the Investment
Adviser. The annual review of the
Investment Adviser forms part of the
Board’s overall internal control
procedures discussed previously. As
part of this review, the Board considers
the quality and continuity of the
investment management team,
investment performance, quality of
information provided to the Board,
remuneration of the Investment Adviser,
the investment process and the results
achieved to date. A review of the
performance of the Company is included
in the Strategic Report on pages 8 to 11.
The Board concluded that the
Investment Adviser had performed
consistently well over the medium-term
and has delivered above target dividend
returns to shareholders in the year under
review. The Company’s investment
portfolio has performed well in the
circumstances and the Investment
Adviser has been proactive in ensuring
the Company remains informed and
well-positioned to maintain compliance
with VCT tax legislation.
The Board places significant emphasis
on the Company’s performance against
its peers and further information on this
has been included in the Strategic
Report on page 10. The Board further
considered the Investment Adviser’s
commitment to the promotion of the
Company and was satisfied that this was
highly prioritised by the Investment
Adviser as evidenced by, inter alia, the
Mobeus VCT fundraisings which have
taken place between 2010 and 2022
and annual Shareholder events.
The Board considers that the Investment
Adviser continued to exercise
independent judgement while producing
valuations which reflect fair value.
Overall, the Board continues to believe
that the Investment Adviser possesses
the experience, knowledge and
resources that are required to support
the Board in achieving the Company’s
long term investment objectives. The
Directors therefore believe that the
continued appointment of the
Investment Adviser to the Company on
the terms currently agreed is in the
interests of Shareholders, and this was
formally approved by the Board on
14November 2022.
The principal terms of the Company’s
Investment Advisory Agreement, and its
Performance Incentive Fee Agreement,
are set out in Note 4 to the Financial
Statements on pages 61 and 62 of this
Annual Report. The Board seeks to
ensure that the terms of these
agreements represent an appropriate
balance between cost and the
incentivisation of the Investment
Adviser.
By order of the Board
Gresham House Asset Management
Limited
Company Secretary
5 April 2023
42
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Reports of
the Directors
This Report of the Audit & Risk
Committee forms part of the
Directors’ Report.
The Audit & Risk Committee
(“Committee”) is chaired by Graham
Paterson and currently comprises
himself, Jonathan Cartwright, Lindsay
Dodsworth and Chris Burke. There are
four directors appointed to the
Company, and it was deemed
appropriate that the Chair, who was
considered to be independent upon his
appointment, should be a member of the
Audit & Risk Committee. Lindsay will
take over the role of Chair of the
Committee following the AGM on 24
May 2023 however Graham will remain a
member of the Committee. Jonathan
Cartwright remains a member until the
conclusion of the AGM.
The duties of the Committee are set out
in the Terms of Reference which can be
found on the website in the Corporate
Governance section at:
www.mig4vct.co.uk.
A summary of the Audit & Risk
Committee’s principal activities for the
year to 31 December 2022 is provided
below:
Financial statements
The Half-Year and Annual Reports to
Shareholders were thoroughly reviewed
by the Committee prior to submission to
the Board for approval.
Internal control
The Committee has monitored the
system of internal of controls throughout
the year under review as described in
more detail in this Report on page 40. It
receives a report by exception on the
Company’s progress against its internal
controls at its Annual and Half-Year
results meetings and reviews the
schedule of internal controls and risks at
each meeting. A full review of the
internal controls in operation by the
Company was undertaken by the
Committee on 29 March 2023.
Valuation of investments
The Investment Adviser prepared
valuations of the investments in the
portfolio at the end of each quarter and
these were considered in detail and
agreed by the Investment Committee for
recommendation to the Board. The Audit
& Risk Committee continued to monitor
the adequacy of the controls over the
preparation of these valuations. As part
of this process, it focused on ensuring
that both the bases of the valuations and
any assumptions used were reasonable
and in accordance with the IPEV
Guidelines. The Committee received a
review within a report from the external
auditor as part of the year-end audit
process. These reports were discussed
in full by the Committee, the Investment
Adviser and the Auditor as necessary.
Key issues considered by the
Committee
The key accounting and reporting issues
considered by the Committee in addition
to those described above during the
year included:
Going concern and long-term
viability
The Committee monitors the Company’s
resources at each quarterly board
meeting and has satisfied itself that the
Company has an adequate level of
resources for the foreseeable future. It
has assessed the viability of the
Company for three years and beyond.
Consideration is given to the cash
balances and holdings in money market
funds, together with the ability of the
Company to realise its investments. See
page 34 of the Strategic Report for
further details.
Recognition of impairment and
realised losses
If an investment has been impaired such
that there is no realistic expectation that
there will be a full return from the
investment, the loss is treated as a
permanent impairment and is
recognised as a realised loss in the
Financial Statements. The Committee
reviews the appropriateness and
completeness of such impairments.
Compliance with the VCT tests
The Company engages the services of a
VCT Status Adviser (Philip Hare &
Associates LLP) to advise on its ongoing
compliance with the legislative
requirements relating to VCTs. A report
on the Company’s compliance
supported by the tests carried out is
produced by the VCT Status Adviser on
a bi-annual basis and reviewed by the
Committee for recommendation to the
Board. The Committee has continued to
consider the risk and compliance
aspects of changes to the VCT Rules
introduced by the Finance Act (No 2)
2015 and the Finance Act (No 2) 2018.
As an essential part of this work, the
Committee has held ongoing
discussions with the Company’s VCT
Status Adviser throughout the year.
Tax Compliance Services
Philip Hare & Associates LLP were
appointed during the year ended
31December 2018 and continued to
provide such services during the year
under review.
Income from investee companies
The Committee notes that revenue from
loan stock and dividends may be
uncertain given the type of companies in
which the Company invests. Dividends
in particular may be difficult to predict.
The payments received however have a
direct impact on the level of income
dividends the Company is able to pay to
Shareholders. The Committee agrees
policies for revenue recognition and
reviews their application at each of its
meetings. It considers schedules of
income received and receivable from
each of the investee companies and
assesses, in consultation with the
Investment Adviser, the likelihood of
receipt of each of the amounts.
Key risks faced by the Company
The Board has identified the key risks
faced by the Company and established
appropriate controls (as disclosed in the
Strategic Report on pages 32 and 33).
The Committee monitors these controls
and reviews any incidences of non-
compliance. Further details are set out in
the section of this report that discusses
the Company’s system of internal
controls (page 40).
Cyber Security
The Board sought and obtained
assurances during the year from the
Investment Adviser, the Registrar and the
other service providers concerning their
cyber security procedures and policies.
Anti-tax evasion policy
In compliance with the Criminal Finance
Act 2017 the Company adopted a zero
tolerance towards the criminal facilitation
of tax evasion. A summary of the policy
is available on page 37 of the Annual
Report.
Safekeeping of the Company’s
documents of title to its
investments
The Committee has established
procedures for the safekeeping of the
Company’s documents of title under a
Safekeeping Agreement dated
17February 2022 with Apex Fund and
Corporate Services (Guernsey) Limited,
for accessing and dealing with these
documents.
Report of the Audit & Risk Committee
43
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Reports of
the Directors
Relationship with the external
auditor and re-appointment
The Committee is responsible for
overseeing the relationship with the
external Auditor, assessing the
effectiveness of the external audit
process and making recommendations
on the appointment and removal of the
external Auditor. It makes
recommendations to the Board on the
level of audit fees and the terms of
engagement for the Auditor. The
external Auditor is invited to attend Audit
& Risk Committee meetings, where
appropriate, and also has the
opportunity to meet with the Committee
and its Chair without representatives of
the Investment Adviser being present.
The Committee undertook an audit
tender process in 2016 in compliance
with the requirements on audit firm
rotation under the European Audit
Regulation Directive. As a consequence
of that process, BDO LLP were
reappointed. BDO LLP has been the
independent auditor to the Company
since 2004, when the Company became
subject to PIE rules in 2006 while BDO
were still the auditors.
The Audit & Risk Committee also
undertakes an annual review of the
external Auditor and the effectiveness of
the audit process on an annual basis.
When assessing the effectiveness of the
process, the Committee considers
whether the Auditor:
- demonstrated strong technical
knowledge and a clear
understanding of the business;
- indicated professional scepticism in
key judgements and raised any
significant issues in advance of the
audit process commencing;
- provided an audit team that is
appropriately resourced;
- demonstrated a proactive approach
to the audit planning process and
engaged with the Committee Chair
and other key individuals within the
business;
- provided a clear explanation of the
scope and strategy of the audit;
- demonstrated the ability to
communicate clearly and promptly
with the members of the Committee
and the Investment Adviser and
produce comprehensive reports on
its findings;
- demonstrated that it has appropriate
procedures and safeguards in place
to maintain its independence and
objectivity;
- charged justifiable fees in respect of
the scope of services provided; and
- handled key audit issues effectively
and responded robustly to the
Committee’s questions.
This review constituted the Audit & Risk
Committee’s annual assessment of the
effectiveness of the external audit
process. The Audit & Risk Committee
concluded that the re-appointment of
BDO LLP is in the best interests of the
Company and Shareholders and the
Board recommends their re-appointment
by Shareholders at the forthcoming
Annual General Meeting.
Non-audit services
The Board regularly reviews and
monitors the external Auditor’s
independence and objectivity. As part of
this it reviews the nature and extent of
services supplied by the Auditor to
ensure that independence is maintained.
The Committee has reviewed the
implications of the Financial Reporting
Council‘s (“FRC”) Revised Ethical
Reporting Standard 2019 effective from
5 March 2020. The Committee, based
upon the review of this 2019 Ethical
Standard, has decided to purchase
certain non-audit services, such as tax
compliance services and iXBRL tagging,
from separate firms. The auditor is
permitted to provide audit-related
services in respect of the Half-Year
Report (if requested by the Board),
whereas PHA provides tax compliance
services, and Arkk Consulting Limited,
one of the Company’s investee
companies, provides the iXBRL tagging
service.
Additional disclosures in the
Directors’ Report
Disclosures required by certain publicly-
traded companies as set out in Part 6 of
Schedule 7 of the Large and Medium-
sized Companies and Groups (Accounts
and Reports) Regulations 2008 (as
amended 2013) are contained in the
Directors’ Report on page 36.
By order of the Board
Graham Paterson
Chair of the Audit & Risk Committee
5 April 2023
44
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Reports of
the Directors
45
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Reports of
the Directors
Introduction
This Report has been prepared by the
Directors in accordance with the
requirements of Schedule 8 of The
Large and Medium-sized Companies
and Groups (Accounts and Reports)
(Amendment) Regulations 2013, the
Companies Act 2006 and the Listing
Rules of the UK Listing Authority (“the
Listing Rules”).
The Company’s independent auditor is
required to give its opinion on the
information provided on Directors’
emoluments and Director’s interests on
page 47 of this Annual Report and this is
explained further in the Auditor’s Report
to Shareholders on pages 50 to 54.
The resolution to approve the Directors’
Remuneration Policy as set out in the
Annual Report for the year ended
31 December 2019 was approved by
Shareholders at the Annual General
Meeting of the Company held on 2 June
2020. Full details of the Remuneration
Policy can be found within this report in
the adjacent column and on page 47.
The resolution to approve the Directors’
Annual Remuneration Report, as set out
in the Annual Report for the year ended
31 December 2021, was approved by
Shareholders at the Annual General
Meeting of the Company held on 17 May
2022. An ordinary resolution will be
proposed at the forthcoming Annual
General Meeting of the Company to be
held on 24 May 2023 for the approval of
the Annual Remuneration Report as set
out below.
Remuneration statement by the
Chair of the Nomination and
Remuneration Committee
This report sets out the Company’s
forward looking Directors’ Remuneration
Policy and the Annual Remuneration
Report which describes how this policy
has been applied during the year.
The Committee reviewed the fees paid
in the year ended 31 December 2022
which have remained at the current level
since 2018. As part of this review it
considered information on the fees paid
to directors of a peer group of VCTs of a
similar size operating in its sector.
In recognition of the increased level of
regulation and size of the Company, the
Committee have recommended, with
effect from 1 January 2023, an increase
in Director’s fees from £27,000 to
£30,000 for the Chair, and from £21,000
to £23,000 for Directors. Board
members will continue to receive an
unchanged supplement of £6,000 for
membership of the Investment
Committee and an unchanged
supplement of £5,000 for membership
of the Audit & Risk Committee.
Graham Paterson
Chair of the Nomination and
Remuneration Committee
5 April 2023
Directors’ Remuneration Policy
The remuneration policy is set by the
Board on the recommendation of the
Nomination and Remuneration
Committee. In determining the
Company’s remuneration policy, the
Committee seeks to determine a level of
fees appropriate to attract and retain
individuals of sufficient calibre to lead
the Company in achieving its strategy.
When considering the level of Directors’
fees, it takes account of the required
workload and responsibilities of each
role and the value and amount of time
that a Director is required to commit to
the Company. It further considers
remuneration levels elsewhere in the
Venture Capital Trust industry for
companies of a similar size and
structure, together with other relevant
information.
The level of fees paid to each of the
Directors is reviewed annually by the
Nomination and Remuneration
Committee which makes
recommendations to the Board.
The Committee has access to
independent advice where and when it
considers appropriate. However, it was
not considered necessary to take any
such advice during the year under
review.
Since all the Directors are non-
executive, the Company is not required
to comply with the executive director’s
provisions of the Listing Rules, the UK
Corporate Governance Code and the
AIC Code of Corporate Governance in
respect of Directors’ remuneration,
except in so far as they relate specifically
to Non-Executive Directors.
Performance-related remuneration
Whilst it is a key element of this policy to
recruit directors of the calibre required
to lead the Company in achieving its
short and long-term objectives no
component of the fees paid is directly
related to performance.
Pensions
All the Directors are non-executive and
the Company does not provide pension
benefits to any of the Directors.
Additional benefits
The Company does not have any
schemes in place to pay bonuses or
benefits to the Directors. No
arrangements have been entered into
between the Company and the Directors
to entitle any of the Directors to
compensation for loss of office. None of
the Directors receive pension benefits
from the Company and the Company
has not granted any Director any options
over the share capital of the Company.
Recruitment remuneration
Remuneration of any new Director, who
may subsequently be appointed to the
Board, will be in line with the
Remuneration Policy set out in this
Report and the levels of remuneration
stated therein, as modified from time to
time.
Shareholders’ views on
remuneration
The Board prioritises the views of
Shareholders and encourages an open
discussion at general meetings of the
Company. It takes Shareholders’ views
into account, where appropriate, when
formulating its remuneration policy.
Shareholders can contact the Chair or the
Company Secretary, Gresham House, at
any time by email using the address:
mobeusvcts@greshamhouse.com.
Directors’ Remuneration Report
46
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Reports of
the Directors
Directors’ terms of appointment
In accordance with the 2019 AIC Code,
Graham Paterson and Chris Burke have
agreed to offer themselves for re-
election annually and will next seek
re-election by Shareholders at the
Company’s Annual General Meeting on
24 May 2023. Lindsay Dodsworth was
appointed to the Board in January 2023,
and under the Articles is seeking
election at this, the first Annual General
Meeting since her appointment to the
Board. Jonathan Cartwright has
confirmed his intention to retire from the
Board at the conclusion of the Annual
General Meeting and therefore will not
be offering himself for re-election at the
meeting.
All of the Directors are non-executive
and none of the Directors has a service
contract with the Company.
All Directors receive a formal letter of
appointment setting out the terms of
their appointment and their specific
duties and responsibilities and the fees
pertaining to their appointment. A
Director’s appointment may be
terminated on three months’ notice
being given by the Company and in
certain other circumstances. Copies of
the Directors’ appointment letters will be
available for inspection at the place of
the Annual General Meeting on 24 May
2023 from 2.00 pm. New Directors are
asked to undertake that they have
sufficient time to carry out their
responsibilities to the Company and to
disclose their other significant time
commitments to the Board before
appointment.
Shareholder approval of the
Company’s Remuneration Policy
This policy applied throughout the
financial year ended 31 December 2022.
A resolution to approve the Directors’
Remuneration Policy, as set out in the
Annual Report for the year ended
31December 2019, was approved by
Shareholders at the Annual General
Meeting held on 2 June 2020. The
Company received proxy votes in favour
of the resolution representing 83.12%
(including those who appointed the
Chair to vote at his discretion) of the
votes received (against 16.88%).
The Board is required to ask
Shareholders to approve the
Remuneration Policy every three years.
The Directors will therefore recommend
that Shareholders approve the Policy
again at the Annual General Meeting of
the Company to be held on 24 May
2023.
Future Remuneration Policy
The table below illustrates how the Company’s Objective is supported by its Remuneration Policy. It sets out details of each
component of the pay package and the maximum amount receivable per annum by each Director. The Nomination and
Remuneration Committee and the Board review the fees paid to Directors annually in accordance with the Remuneration Policy set
out opposite and may decide that an increase in fees is appropriate in respect of subsequent years.
Director
Role
Components of Pay Package
Maximum
payment
for the
forthcoming
year
Performance
conditions
Director’s fees
(p.a.)
Annual supplements
payable to:
Audit & Risk
Committee
Members
Investment
Committee
Members
Jonathan Cartwright
1
Chair £30,000 £5,000 £6,000 £41,000 None
Chris Burke,
Chair, Investment Committee £23,000 £5,000 £6,000 £34,000 None
Graham Paterson
Chair, Audit & Risk and Nomination and
Remuneration Committees £23,000 £5,000 £6,000 £34,000 None
Lindsay Dodsworth
2
£23,000 £5,000 £6,000 £34,000 None
Total fees £99,000 £20,000 £24,000 £143,000
1
Jonathan Cartwright will retire as a Director and Chair following the AGM on 24 May 2023 and his role as Chair will be succeeded by
Graham Paterson.
2
Lindsay Dodsworth will take over as Chair of the Audit & Risk and of the Nomination and Remuneration Committees from Graham
Paterson following the 24 May 2023 AGM.
Directors’ Remuneration Report
47
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Reports of
the Directors
Company Objective
To provide investors with an attractive return, by maximising the stream of dividend distributions from the income and capital
gains generated by a diverse and carefully selected portfolio of investments, while continuing at all times to qualify as a VCT.
Remuneration Policy
To ensure that the levels of remuneration paid are sufficient to attract, retain and motivate directors of the quality required to
manage the Company in order to achieve the Company’s Objective.
Nomination and Remuneration
Committee
The Committee is chaired by Graham
Paterson with Jonathan Cartwright,
Lindsay Dodsworth and Chris Burke as
its other members. Jonathan Cartwright
will resign as a member of the
Committee on 24 May 2023. Lindsay
Dodsworth will assume the Chair
following the AGM of the Company. All
members of the Committee were
considered to be independent of the
Investment Adviser during the year
under review. The Committee meets at
least once a year and is responsible for
making recommendations to the Board
on remuneration policy and reviewing
the policy’s ongoing appropriateness
and relevance. It carries out an annual
review of the remuneration of the
Directors and makes recommendations
to the Board on the level of Directors’
fees. The Committee may, at its
discretion, recommend to the Board that
individual Directors should be awarded
further payments in respect of additional
work undertaken on behalf of the
Company. It is responsible for the
appointment of remuneration
consultants, if this should be considered
necessary, including establishing the
selection criteria and terms of reference
for such an appointment. The Committee
met twice during the year under review
with full attendance from all its members.
The Committee’s duties in respect of
Nominations to the Board are outlined
on page 41 of the Annual Report.
One new appointment was made to the
Board on 1 January 2023, post the year
end, when Lindsay Dodsworth was
appointed as a Non-Executive Director.
Helen Sinclair retired as a Director of the
Company on 28 February 2022.
Annual percentage change in
Directors’ Remuneration
The following table sets out the annual
percentage change in Directors’
remuneration for the year to
31December 2022:
% change
for the
year to 31
December
2022
% change
for the
year to 31
December
2021
3
% change
for the
year to 31
December
2020
Jonathan
Cartwright (7.3) 7.9 n/a
Chris Burke
1
11.3 3.7 n/a
Graham
Paterson (3.0) 3.1 n/a
Helen Sinclair
2
n/a 3.1 -
Christopher
Moore n/a n/a -
1
Chris Burke was appointed to the Audit & Risk
and Nomination and Remuneration committees
during the year.
2
Helen Sinclair retired as a director on
28 February 2022 and her fee was pro-rated to
that date.
3
In 2021, discretionary payments of £3,000 and
£1,000 were paid to the Chair and Directors,
respectively.
No sums were paid to third parties in
respect of any of the Director’s services
during the year under review.
Directors’ interests in the Company’s shares (audited)
The Company does not require the Directors to hold shares in the Company.
The Directors, however, believe that it is in the best interests of the Company and
its Shareholders for each Director to maintain an interest in the Company. The
Directors who held office throughout the year under review and their interests as
at 31 December 2022 were:
31 December 2022 31 December 2021
Director
Shares
held
Percentage of
issued share
capital
Shares
held
Percentage of
issued share
capital
Jonathan Cartwright 61,278 0.06 31,977 0.04
Chris Burke 152,623 0.15 36,331 0.04
Graham Paterson
1
15,000 0.01 15,000 0.02
Helen Sinclair
2
14,862 0.01 14,862 0.02
1
Graham Paterson holds his shares in a nominee account.
2
Helen Sinclair resigned as a Director on 28 February 2022.
There have been no changes to the Directors’ share interests between the year-end and
the date of this Annual Report.
The remuneration of the Directors contains no performance related variable element. As
the Company has no employees, the directors do not consider it relevant to compare
director fees against employee pay.
Directors’ remuneration: 5-year comparison
Director
2022
£
2017
£ Change
Chair
(includes Audit and Investment Committee Supplements
1
)
2
38,000 33,500 22.4%
Director Fee
(includes Audit and Investment Committee Supplements
1
)
2
32,000 28,500 15.8%
1
Audit & Risk Committee (2022: £5,000; 2017: £2,500) and Investment Committee (2022: £6,000,
2017: £6,000) fee supplements are paid to all members.
2
In 2021, not included in the table above, discretionary payments of £3,000 and £1,000 were paid
to the Chair and remaining directors, respectively.
48
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Reports of
the Directors
Relative importance of spend on
Directors’ fees
Year to
31 December
2022
Year to
31 December
2021
Percentage
Increase/
(decrease)
£ £ %
Total
directors’
fees 106,500 135,000 (21.1)%
Dividends
paid/payable
in respect of
the year 9,134,214 7,520,561 21.5%
Share
Buybacks 1,460,054 1,230,702 18.6%
Directors’ attendance at Board and Committee meetings in 2022
The table below sets out the Directors’ attendance at quarterly Board meetings and
Committee meetings held during the year to 31 December 2022. In addition to the
quarterly Board meetings, the Board met on other occasions to consider specific
issues as they arose.
Directors Board Meetings (4) Audit & Risk
Committee
Meetings (2)
Nomination and
Remuneration
Committee
Meetings (3)
Eligible Attended Eligible Attended Eligible Attended
Jonathan Cartwright 4 4 2 2 3 3
Chris Burke 4 4 2 2 3 3
Graham Paterson 4
4
2
2
3
3
Company performance
The graph below charts the total
shareholder return of the Company’s
shares on a share price basis (assuming all
dividends are re-invested and excluding
the tax relief available to Shareholders)
over the past ten years compared with
that of an index of all VCTs and an index of
generalist VCTs which are members of the
AIC (based on figures provided by
Morningstar). The Board considers these
indices to be the most appropriate to use
to measure the Company’s relative
performance over the medium to long
term. The total shareholder returns have
each been rebased to 100 pence at
31 December 2012.
The share price total return comprises the
share price plus cumulative dividends
paid per share assuming the dividends
paid were re-invested on the date on
which the shares were quoted ex-
dividend in respect of each dividend.
An explanation of the performance of the
Company is given in the Chairman’s
Statement on page 2, the Performance
section of the Strategic Report on pages
8 to 11 and in the Investment Adviser’s
Review and Investment Portfolio
Summary on pages 12 to 27.
By order of the Board
Gresham House Asset Management
Limited
Company Secretary
5 April 2023
AIC Generalist VCTs Share Price Total Return
AIC All VCTs Share Price Total Return
31/12/2021 31/12/2022
31/12/2012
31/12/2013 31/12/2014 31/12/2015 31/12/2016 31/12/201831/12/2017 31/12/2019 31/12/2020
380p
330p
280p
230p
180p
130p
80p
Mobeus Income & Growth 4 VCT plc Share Price Total Return
Directors’ Remuneration Report
49
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Reports of
the Directors
Statement of Directors’ Responsibilities
The Directors are responsible for
preparing the Annual Report and the
Financial Statements in accordance with
applicable law and regulations.
Company law requires the directors to
prepare financial statements for each
financial year. Under that law the
directors are required to prepare the
financial statements and have elected to
prepare the company financial
statements in accordance with United
Kingdom Generally Accepted
Accounting Practice (United Kingdom
Accounting Standards, comprising
Financial Reporting Standard 102, the
Financial Reporting Standard applicable
in the UK and Republic of Ireland (‘FRS
102’) and applicable law). Under
company law the directors must not
approve the financial statements unless
they are satisfied that they give a true
and fair view of the state of affairs of the
company and of the profit or loss for the
company for that period.
In preparing these Financial Statements,
the Directors are required to:
●● select suitable accounting policies
and then apply them consistently;
●● make judgements and accounting
estimates that are reasonable and
prudent;
●● state whether the Financial
Statements have been prepared in
accordance with United Kingdom
accounting standards, subject to any
material departures disclosed and
explained in the Financial
Statements;
●● prepare the Financial Statements on
the going concern basis unless it is
inappropriate to presume that the
Company will continue in business;
and
●● prepare a Strategic Report, a
Directors’ Report and Directors’
Remuneration Report which comply
with the requirements of the
Companies Act 2006.
The Directors are responsible for
keeping adequate accounting records
that are sufficient to show and explain
the Company’s transactions and
disclose with reasonable accuracy at
any time the financial position of the
Company and enable them to ensure
that the Financial Statements comply
with the Companies Act 2006. They are
also responsible for safeguarding the
assets of the Company and hence for
taking reasonable steps for the
prevention and detection of fraud and
other irregularities.
Website publication
The Financial Statements are published
on the Company’s website at
www.mig4vct.co.uk, which is maintained
by the Investment Adviser. The
maintenance and integrity of the website
maintained by the Investment Adviser is,
so far as it relates to the Company, the
responsibility of the Investment Adviser.
The work carried out by the Auditor
does not involve consideration of the
maintenance and integrity of this
website and, accordingly, the Auditor
accepts no responsibility for any
changes that have occurred to the
accounts since they were initially
presented to the website. The accounts
are prepared in accordance with UK
legislation, which may differ from
legislation in other jurisdictions.
Directors’ responsibilities pursuant
to Disclosure and Transparency
Rule 4 of the UK Listing Authority
The Directors confirm to the best of their
knowledge that:
(a) The Financial Statements, which
have been prepared in accordance
with United Kingdom Generally
Accepted Accounting Practice, give
a true and fair view of the assets,
liabilities, financial position and the
profit and loss of the Company.
(b) The Annual Report includes a fair
review of the development and
performance of the business and the
position of the Company, together
with a description of the principal
risks and uncertainties that it faces.
Having taken advice from the Audit &
Risk Committee, the Board considers the
Annual Report and Financial Statements,
taken as a whole, as fair, balanced and
understandable and that it provides the
information necessary for Shareholders
to assess the Company’s position,
performance, business model and
strategy.
Neither the Company nor the Directors
accept any liability to any person in
relation to the Annual Report except to
the extent that such liability could arise
under English law. Accordingly, any
liability to a person who has
demonstrated reliance on any untrue or
misleading statement or omission shall
be determined in accordance with
section 90A and schedule 10A of the
Financial Services and Markets Act
2000.
The names and functions of the
Directors are stated on page 35.
For and on behalf of the Board
Jonathan Cartwright
Chair
5 April 2023
50
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Independent Auditor’s Report to the Members of
Mobeus Income & Growth 4 VCT plc
Opinion on the financial statements
In our opinion the financial statements:
●● give a true and fair view of the state
of the Company’s affairs as at
31 December 2022 and of its loss for
the year then ended;
●● have been properly prepared in
accordance with United Kingdom
Generally Accepted Accounting
Practice; and
●● have been prepared in accordance
with the requirements of the
Companies Act 2006.
We have audited the financial statements
of Mobeus Income & Growth VCT 4 Plc
(“the Company”) for the year ended
31 December 2022 which comprise the
Income statement, the Balance Sheet,
the Statement of Changes in Equity, the
Statement of Cash Flows and notes to
the financial statements, including a
summary of significant accounting
policies. The financial reporting
framework that has been applied in their
preparation is applicable law and United
Kingdom Accounting Standards,
including Financial Reporting Standard
102 The Financial Reporting Standard
applicable in the UK and Republic of
Ireland (United Kingdom Generally
Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards
are further described in the Auditor’s
responsibilities for the audit of the
financial statements section of our
report. We believe that the audit
evidence we have obtained is sufficient
and appropriate to provide a basis for
our opinion. Our audit opinion is
consistent with the additional report to
the audit committee.
Independence
Following the recommendation of the
audit committee, we were appointed by
the Board of Directors in 2004 to audit
the financial statements for the year
ended 30 September 2004 and
subsequent financial periods. The
period of total uninterrupted
engagement, including retenders and
reappointments is 18 years, covering the
years ended 30 September 2004 to
31 December 2022. We remain
independent of the Company in
accordance with the ethical
requirements that are relevant to our
audit of the financial statements in the
UK, including the FRC’s Ethical Standard
as applied to listed public interest
entities, and we have fulfilled our other
ethical responsibilities in accordance
with these requirements. The non-audit
services prohibited by that standard
were not provided to the Company.
Conclusions relating to going
concern
In auditing the financial statements, we
have concluded that the Directors’ use of
the going concern basis of accounting in
the preparation of the financial
statements is appropriate. Our evaluation
of the Directors’ assessment of the
Company’s ability to continue to adopt
the going concern basis of accounting
included:
●● Obtaining the VCT compliance
reports during the year and as at
year end and reviewing the
calculations therein to check that the
Company was meeting its
requirements to retain VCT status;
●● Reviewing the forecasted cash flows
that support the Directors’
assessment of going concern,
challenging assumptions and
judgements made in the forecasts,
and assessing them for
reasonableness. In particular, we
considered the available cash
resources relative to the forecast
expenditure which was assessed
against the prior year for
reasonableness;
●● Evaluating the Directors’ method of
assessing the going concern in light
of market volatility and the present
uncertainties in economic recovery
created by the ongoing matters
including the current situation in
Ukraine/Russia, high cost of living
crisis, increase in inflation; and
●● Calculating financial ratios to
ascertain the financial health of the
Company.
Based on the work we have performed,
we have not identified any material
uncertainties relating to events or
conditions that, individually or
collectively, may cast significant doubt
on the Company’s ability to continue as a
going concern for a period of at least
twelve months from when the financial
statements are authorised for issue.
In relation to the Company’s reporting on
how it has applied the UK Corporate
Governance Code, we have nothing
material to add or draw attention to in
relation to the Directors’ statement in the
financial statements about whether the
Directors considered it appropriate to
adopt the going concern basis of
accounting.
Our responsibilities and the
responsibilities of the Directors with
respect to going concern are described
in the relevant sections of this report.
Overview
2022 2021
Key audit
matters
Valuation of
investments
3 3
Materiality £919,000 (2021:£1,310,000)
based on 2% (2021: 2%) of
Total investments
An overview of the scope of our
audit
Our audit was scoped by obtaining an
understanding of the company and its
environment including the company’s
system of internal control, and assessing
the risks of material misstatement in the
financial statements. We also addressed
the risk of management override of
internal controls, including assessing
whether there was evidence of bias by
the Directors that may have represented
a risk of material misstatement.
Key audit matters
Key audit matters are those matters that,
in our professional judgement, were of
most significance in our audit of the
financial statements of the current period
and include the most significant
assessed risks of material misstatement
(whether or not due to fraud) that we
identified, including those which had the
greatest effect on: the overall audit
strategy, the allocation of resources in
the audit, and directing the efforts of the
engagement team. This matter was
addressed in the context of our audit of
the financial statements as a whole, and
in forming our opinion thereon, and we
do not provide a separate opinion on this
matter.
Independent
Auditor’s Report
51
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Independent
Auditor’s Report
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of
investments
Note 8
We consider the
valuation of unquoted
investments to be the
most significant audit
area as there is a high
level of estimation
uncertainty involved
in determining the
unquoted investment
valuations.
There is also an
inherent risk of
management override
arising from the
unquoted investment
valuations being
prepared by the
Investment Adviser,
who is remunerated
based on the net
asset value of the
Company.
For these reasons we
considered the
valuation of unquoted
investments to be a
key audit matter.
Our sample for the testing of the unquoted investments was stratified
according to risk considering, inter alia, the value of the individual
investments, the nature of the investments, the extent of the fair value
movement and the subjectivity of the valuation technique.
For investments in our sample we:
Challenged whether the valuation methodology was the most appropriate in
the circumstances under the International Private Equity and Venture Capital
Valuation (“IPEV”) guidelines and applicable accounting standards;
Recalculated the value attributable to the company, having regard to the
application of enterprise value across the capital structures of the investee
companies.
For a sample of investments valued using less subjective valuation
techniques (price of recent investment reviewed for changes in fair value) we:
●● Agreed the cost or price of the recent investment to supporting
documentation;
●● Considered whether the investment was an arms length transaction
through reviewing the parties involved in the transaction and checking
whether or not they were already investors of the investee company;
●● Considered whether there were any indications that the cost or price of
the recent investment was no longer representative of fair value
considering, inter alia the current performance of the investee company
and the milestones and assumptions set out in the investment proposal;
and
●● Considered whether the price of the recent investment is supported by
alternative valuation techniques.
For a sample of investments that were valued using more subjective
techniques (earnings and revenue multiples) we:
●● Challenged and corroborated inputs to the valuation with reference to
management information of investee companies and market data,
including considering the impact of the current situation in Ukraine/
Russia, high cost of living crisis, increase in inflation on the valuation. We
assessed the impact of estimation uncertainty concerning these
assumptions and the disclosure of these uncertainties in the financial
statements;
●● Reviewed the historical financial statements and any recent
management information available to support assumptions about
maintainable revenues and earnings used in the valuation;
●● Considered the revenue or earnings multiples applied by reference to
observable listed company market data; and
●● Challenged the consistency and appropriateness of adjustments made
to such market data in establishing the earnings or revenue multiple
applied in arriving at the valuations adopted by agreeing the adjusted
multiples to independent sources, the peer group, the market and sector
in which the investee company operates and obtaining independent
third party multiples.
Where appropriate, we performed a sensitivity analysis by developing our
own point estimate where we considered that alternative input assumptions
could reasonably have been applied and we considered the overall impact
of such sensitivities on the portfolio of investments in determining whether
the valuations as a whole are reasonable and free from bias.
Key observations:
Based on the procedures performed we consider the investment valuations
to be appropriate considering the level of estimation uncertainty.
52
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Independent
Auditor’s Report
Our application of materiality
We apply the concept of materiality both
in planning and performing our audit,
and in evaluating the effect of
misstatements. We consider materiality
to be the magnitude by which
misstatements, including omissions,
could influence the economic decisions
of reasonable users that are taken on the
basis of the financial statements.
In order to reduce to an appropriately
low level the probability that any
misstatements exceed materiality, we
use a lower materiality level,
performance materiality, to determine
the extent of testing needed. Importantly,
misstatements below these levels will
not necessarily be evaluated as
immaterial as we also take account of the
nature of identified misstatements, and
the particular circumstances of their
occurrence, when evaluating their effect
on the financial statements as a whole.
Based on our professional judgement,
we determined materiality for the
financial statements as a whole and
performance materiality as follows:
Company
financial
statements
2022
£m
2021
£m
Materiality 0.919
1.310
Basis for
determining
materiality
2% of Total
investments
2% of Total
investments
Rationale
for the
benchmark
applied
In setting materiality, we
have had regard to the
nature and disposition of
the investment portfolio.
Given that the VCT’s
portfolio is comprised of
unquoted investments
which would typically
have a wider spread of
reasonable alternative
possible valuations,
we have applied a
percentage of 2% of
total investments, as
asset values are the
primary focus of the
users of these financial
statements
Performance
materiality
0.686
0.980
Basis for
determining
performance
materiality
75% of materiality
Company
financial
statements
2022
£m
2021
£m
Rationale
for the
percentage
applied for
performance
materiality
The level of
performance
materiality applied
was set after having
considered a number
of factors including the
expected total value
of known and likely
misstatements and the
level of transactions in
the year.
Lower testing threshold
We determined that for Revenue return
before tax, a misstatement of less than
materiality for the financial statements as
a whole, could influence users of the
financial statements as it is a measure of
the Company’s performance of income
generated from its investments after
expenses. As a result, we determined a
lower testing threshold for those items
impacting revenue return of £47,000
based on 5% of Income before tax (2021:
£96,000 based on 5% of Income before
tax).
Reporting threshold
We agreed with the Audit Committee
that we would report to them all
individual audit differences in excess of
£46,000 (2021: £65,000). We also
agreed to report differences below this
threshold that, in our view, warranted
reporting on qualitative grounds.
Other information
The directors are responsible for the
other information. The other information
comprises the information included in
the annual report and financial
statements other than the financial
statements and our auditor’s report
thereon. Our opinion on the financial
statements does not cover the other
information and, except to the extent
otherwise explicitly stated in our report,
we do not express any form of assurance
conclusion thereon. Our responsibility is
to read the other information and, in
doing so, consider whether the other
information is materially inconsistent with
the financial statements or our
knowledge obtained in the course of the
audit, or otherwise appears to be
materially misstated. If we identify such
material inconsistencies or apparent
material misstatements, we are required
to determine whether this gives rise to a
material misstatement in the financial
statements themselves. If, based on the
work we have performed, we conclude
that there is a material misstatement of
this other information, we are required to
report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the
Directors’ statement in relation to going
concern, longer-term viability and that
part of the Corporate Governance
Statement relating to the Company’s
compliance with the provisions of the UK
Corporate Governance Code specified
for our review.
Based on the work undertaken as part of
our audit, we have concluded that each
of the following elements of the
Corporate Governance Statement is
materially consistent with the financial
statements or our knowledge obtained
during the audit.
Going concern and longer-term
viability
●● The Directors’ statement with
regards to the appropriateness of
adopting the going concern basis of
accounting and any material
uncertainties identified; and
●● The Directors’ explanation as to their
assessment of the Company’s
prospects, the period this
assessment covers and why the
period is appropriate.
Other Code provisions
●● Directors’ statement on fair,
balanced and understandable;
●● Board’s confirmation that it has
carried out a robust assessment of
the emerging and principal risks;
●● The section of the annual report that
describes the review of
effectiveness of risk management
and internal control systems; and
●● The section describing the work of
the Audit Committee.
Other Companies Act 2006
reporting
Based on the responsibilities described
below and our work performed during
the course of the audit, we are required
by the Companies Act 2006 and ISAs
(UK) to report on certain opinions and
matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work
undertaken in the course of the audit:
●● the information given in the Strategic
report and the Directors’ report for the
financial year for which the financial
53
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Independent
Auditor’s Report
statements are prepared is consistent
with the financial statements; and
●● the Strategic report and the Directors’
report have been prepared in
accordance with applicable legal
requirements.
In the light of the knowledge and
understanding of the Company and its
environment obtained in the course of
the audit, we have not identified material
misstatements in the strategic report or
the Directors’ report.
Directors’ remuneration
In our opinion, the part of the Directors’
remuneration report to be audited has
been properly prepared in accordance
with the Companies Act 2006.
Matters on which we are required
to report by exception
We have nothing to report in respect of
the following matters in relation to which
the Companies Act 2006 requires us to
report to you if, in our opinion:
●● adequate accounting records have
not been kept, or returns adequate
for our audit have not been received
from branches not visited by us; or
●● the financial statements and the part
of the Directors’ remuneration report
to be audited are not in agreement
with the accounting records and
returns; or
●● certain disclosures of Directors’
remuneration specified by law are
not made; or
●● we have not received all the
information and explanations we
require for our audit.
Responsibilities of Directors
As explained more fully in the Statement
of Directors’ Responsibilities, the
Directors are responsible for the
preparation of the financial statements
and for being satisfied that they give a
true and fair view, and for such internal
control as the Directors determine is
necessary to enable the preparation of
financial statements that are free from
material misstatement, whether due to
fraud or error.
In preparing the financial statements, the
Directors are responsible for assessing
the Company’s ability to continue as a
going concern, disclosing, as applicable,
matters related to going concern and
using the going concern basis of
accounting unless the Directors either
intend to liquidate the Company or to
cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the
audit of the financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from
material misstatement, whether due to
fraud or error, and to issue an auditor’s
report that includes our opinion.
Reasonable assurance is a high level of
assurance, but is not a guarantee that an
audit conducted in accordance with ISAs
(UK) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or
error and are considered material if,
individually or in the aggregate, they
could reasonably be expected to
influence the economic decisions of
users taken on the basis of these
financial statements.
Extent to which the audit was capable of
detecting irregularities, including fraud
Irregularities, including fraud, are
instances of non-compliance with laws
and regulations. We design procedures
in line with our responsibilities, outlined
above, to detect material misstatements
in respect of irregularities, including
fraud. The extent to which our
procedures are capable of detecting
irregularities, including fraud is detailed
below:
Non-compliance with laws and
regulations
Based on:
●● Our understanding of the Company
and the industry in which it operates;
●● Discussion with management and
those charged with governance; and
●● Obtaining an understanding of the
Company’s policies and procedures
regarding compliance with laws and
regulations,
we considered the significant laws and
regulations to be the Companies Act
2006, the FCA listing and DTR rules, the
principles of the UK Corporate
Governance Code, industry practice
represented by the Statement of
Recommended Practice: Financial
Statements of Investment Trust
Companies and Venture Capital Trusts
(“the SORP”) and updated in 2022 with
consequential amendments and the
applicable financial reporting framework.
We also considered the Company’s
qualification as a VCT under UK tax
legislation.
Our procedures in respect of the above
included:
●● Agreement of the financial statement
disclosures to underlying supporting
documentation;
●● Enquiries of management and those
charged with governance relating to
the existence of any non-compliance
with laws and regulations;
●● Obtaining the VCT compliance
reports prepared by management’s
expert during the year and as at year
end and reviewing their calculations
for the year end report to check that
the Company was meeting its
requirements to retain VCT status;
and
●● Reviewing minutes of meeting of
those charged with governance
throughout the period for instances
of non-compliance with laws and
regulations.
Fraud
We assessed the susceptibility of the
financial statement to material
misstatement including fraud.
Our risk assessment procedures
included:
●● Enquiry with management and those
charged with governance regarding
any known or suspected instances
of fraud;
●● Obtaining an understanding of the
Company’s policies and procedures
relating to:
●● Detecting and responding to the
risks of fraud; and
●● Internal controls established to
mitigate risks related to fraud.
●● Review of minutes of Board and
other Committee meetings
throughout the period for any known
or suspected instances of fraud;
●● Discussion amongst the
engagement team as to how and
where fraud might occur in the
financial statements; and
●● Obtaining an understanding of the
control environment in monitoring
compliance with laws and
regulations.
Based on our risk assessment, we
considered the areas most susceptible to
fraud to be the valuation of unquoted
investments and management override
of controls.
Our procedures in respect of the above
included:
●● The procedures set out in the Key
Audit Matters section above;
●● Obtaining independent evidence to
support the ownership of a sample
of investments;
●● Recalculating investment
management fees and incentive fees
in total;
54
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Independent
Auditor’s Report
●● Obtaining independent confirmation
of bank balances; and
●● Testing of journals, based on risk
assessment criteria as well as an
unpredictable sample, to supporting
documentation and evaluating
whether there was evidence of bias
by the Investment Adviser and
Directors that represented a risk of
material misstatement due to fraud.
We also communicated relevant
identified laws and regulations and
potential fraud risks to all engagement
team members who were all deemed to
have appropriate competence and
capabilities and remained alert to any
indications of fraud or non-compliance
with laws and regulations throughout the
audit.
Our audit procedures were designed to
respond to risks of material misstatement
in the financial statements, recognising
that the risk of not detecting a material
misstatement due to fraud is higher than
the risk of not detecting one resulting
from error, as fraud may involve
deliberate concealment by, for example,
forgery, misrepresentations or through
collusion. There are inherent limitations
in the audit procedures performed and
the further removed non-compliance
with laws and regulations is from the
events and transactions reflected in the
financial statements, the less likely we
are to become aware of it.
A further description of our
responsibilities is available on the
Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the
Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit
work has been undertaken so that we
might state to the Company’s members
those matters we are required to state to
them in an auditor’s report and for no
other purpose. To the fullest extent
permitted by law, we do not accept or
assume responsibility to anyone other
than the Company and the Company’s
members as a body, for our audit work,
for this report, or for the opinions we
have formed.
Vanessa Jayne Bradley
(Senior Statutory Auditor)
For and on behalf of BDO LLP,
Statutory Auditor
London, United Kingdom
5 April 2023
BDO LLP is a limited liability partnership
registered in England and Wales (with
registered number OC305127).
55
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Financial Statements
Financial Statements
Income Statement for the year ended 31 December 2022
Year ended 31 December 2022 Year ended 31 December 2021
Notes Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Net investment portfolio (losses)/gains 8
- (14,708,270) (14,708,270) -
29,904,336
29,904,336
Income 3
2,016,974 - 2,016,974 1,354,209 - 1,354,209
Investment Adviser’s fees 4a
(470,253) (1,410,756) (1,881,009) (428,601) (1,285,804) (1,714,405)
Other expenses 4d
(602,167) - (602,167) (460,888) - (460,888)
(Loss)/profit on ordinary activities before
taxation
944,554 (16,119,026) (15,174,472) 464,720 28,618,532 29,083,252
Taxation on (loss)/profit on ordinary activities 5
(3,528) 3,528 - (22,097) 22,097 -
(Loss)/profit for the year and total
comprehensive income
941,026 (16,115,498) (15,174,472) 442,623
28,640,629
29,083,252
Basic and diluted earnings per ordinary
share 6
1.03p (17.61)p (16.58)p 0.53p 34.16p 34.69p
The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the net
investment portfolio (losses)/gains (unrealised losses and realised gains on investments) and the proportion of the Investment
Adviser’s fee and performance fee charged to capital.
The total column is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial
Reporting Standards (“FRS”). In order to better reflect the activities of a VCT and in accordance with the 2014 Statement of
Recommended Practice (“SORP”) (updated in July 2022) by the Association of Investment Companies (“AIC”), supplementary
information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside
the Income Statement. The revenue column of profit attributable to equity shareholders is the measure the Directors believe
appropriate in assessing the Company’s compliance with certain requirements set out in Section 274 Income Tax Act 2007.
All the items in the above statement derive from continuing operations of the Company. No operations were acquired or
discontinued in the year.
The Notes on pages 60 to 76 form part of these Financial Statements.
56
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Financial Statements
Balance Sheet as at 31 December 2022 Company No. 03707697
31 December 2022 31 December 2021
Notes £ £
Fixed assets
Investments at fair value 8 45,951,680 65,584,467
Current assets
Debtors and prepayments 10 175,536 2,895,532
Current investments 11 36,143,097 20,475,179
Cash at bank 11 1,573,079 4,059,487
37,891,712 27,430,198
Creditors: amounts falling due within one year 12 (303,550) (227,411)
Net current assets 37,588,162 27,202,787
Net assets 83,539,842 92,787,254
Capital and reserves
Called up share capital 13 1,043,565 833,897
Share premium reserve 32,933,951 13,129,427
Capital redemption reserve 51,572 33,606
Revaluation reserve 13,645,665 32,819,832
Special distributable reserve 6,114,513 20,109,912
Realised capital reserve 28,102,955 24,028,652
Revenue reserve 1,647,621 1,831,928
Equity shareholders’ funds 83,539,842 92,787,254
Basic and diluted net asset value per ordinary share 14 80.05p 111.27p
The Notes on pages 60 to 76 form part of these Financial Statements.
The Financial Statements were approved and authorised for issue by the Board of Directors on 5 April 2023 and were signed on
its behalf by:
Jonathan Cartwright
Chair
57
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Financial Statements
Notes
Non-distributable reserves Distributable reserves
Called up Share Capital Special Realised Revenue
share premium redemption Revaluation distributable capital reserve
capital reserve reserve reserve reserve reserve Total
(Note a) (Note b) (Note b)
£ £ £ £ £ £ £ £
At 1 January 2022 833,897 13,129,427 33,606 32,819,832 20,109,912 24,028,652 1,831,928 92,787,254
Comprehensive
income for the year
Loss for the year - - - (15,445,038) - (670,460) 941,026 (15,174,472)
Total comprehensive
income for the year - - -
(15,445,038)
- (670,460) 941,026 (15,174,472)
Contributions by and
distributions to owners
Shares issued via Offer
for Subscription (Note c)
13 205,388 18,296,398 - - - - - 18,501,786
Issue costs and
facilitation fees on Offer
for Subscription
13 - (464,058) - - (157,906) - - (621,964)
Dividends re-invested
into new shares
13 22,246 1,972,184 - - - - - 1,994,430
Shares bought back
(Note d)
13 (17,966) - 17,966 - (1,460,054) - - (1,460,054)
Dividends paid
7 - - - - (9,072,366) (2,289,439) (1,125,333) (12,487,138)
Total contributions by
and distributions to
owners 209,668 19,804,524 17,966 - (10,690,326) (2,289,439) (1,125,333) 5,927,060
Other movements
Realised losses
transferred to special
reserve (Note a) - - - - (3,305,073) 3,305,073 - -
Realisation of
previously unrealised
appreciation - - - (3,729,129) - 3,729,129 - -
Total other movements - - - (3,729,129) (3,305,073) 7,014,959 - -
At 31 December 2022
1,043,565
32,933,951 51,572 13,645,665 6,114,513 28,102,955 1,647,621 83,539,842
Note a: The Special distributable reserve also provides the Company with a reserve to absorb any existing and future realised
losses and, when considered by the Board to be in the interests of Shareholders, to fund share buybacks and for other corporate
purposes. The transfer of £3,305,073 to the special reserve from the realised capital reserve above is the total of realised losses
incurred by the Company in the year. As at 31 December 2022, the Company has a special reserve of £6,114,513, all of which
arises from shares issued more than three years ago. Reserves originating from share issues are not distributable under VCT
rules if they arise from share issues that are within three years of the end of an accounting period in which shares were issued.
Note b: The realised capital reserve and the revenue reserve together comprise the Profit and Loss Account of the Company
shown on the Balance Sheet.
Note c: Under the Company’s Offer for Subscription launched on 20 January 2022, 7,361,191 ordinary shares were allotted on
9 March 2022 raising net funds of £7,271,180 for the Company. Under the Company’s Offer for Subscription launched on
5 October 2022, 13,177,484 ordinary shares were allotted on 16 November 2022 raising net funds of £10,608,642 for the
Company. These figures are net of issue costs of £464,058 and facilitiation fees of £157,906.
Note d: During the year, the Company purchased 1,796,536 of its own shares at the prevailing market price for a total cost of
£1,460,054, which were subsequently cancelled.
Statement of Changes in Equity for the year ended 31 December 2022
Non-distributable reserves Distributable reserves
Called up Share Capital Special Realised Revenue
share premium redemption Revaluation distributable capital reserve
capital reserve reserve reserve reserve reserve Total
£ £ £ £ £ £ £ £
At 1 January 2021 840,040 12,495,262 20,512 10,205,933 26,563,547 16,738,215 1,597,686 68,461,195
Comprehensive income
for the year
Profit for the year - - - 25,711,355 - 2,929,274 442,623 29,083,252
Total comprehensive
income for the year - - - 25,711,355 - 2,929,274 442,623 29,083,252
Contributions by and
distributions to owners
Dividends re-invested into
new shares
6,951 634,165 - - - - - 641,116
Shares bought back
(13,094) - 13,094 - (1,230,702) - - (1,230,702)
Dividends paid - - - - (3,959,226) - (208,381) (4,167,607)
Total contributions
by and distributions
to owners (6,143) 634,165 13,094 - (5,189,928) - (208,381) (4,757,193)
Other movements
Realised losses
transferred to special
reserve - - - - (1,263,707) 1,263,707 - -
Realisation of previously
unrealised appreciation - - - (3,097,456) - 3,097,456 - -
Total other movements - - - (3,097,456) (1,263,707) 4,361,163 - -
At 31 December 2021 833,897 13,129,427 33,606 32,819,832 20,109,912 24,028,652 1,831,928 92,787,254
The composition of each of these reserves is explained below:
Called up share capital - The nominal value of shares originally issued increased for subsequent share issues either via an Offer for
Subscription or Dividend Investment Scheme or reduced due to shares bought back by the Company.
Share premium reserve - This reserve contains the excess of gross proceeds less issue costs over the nominal value of shares allotted
under recent Offers for Subscription and the Company’s Dividend Investment scheme.
Capital redemption reserve - The nominal value of shares bought back and cancelled is held in this reserve, so that the Company’s
capital is maintained.
Revaluation reserve - Increases and decreases in the valuation of investments held at the year end are accounted for in this reserve,
except to the extent that the diminution is deemed permanent. In accordance with stating all investments at fair value through profit and
loss (as recorded in Note 8), all such movements through both revaluation and realised capital reserves are shown within the Income
Statement for the year.
Special distributable reserve - This reserve is created from cancellations of the balances upon the Share premium reserve, which are
transferred to this reserve from time to time. The cost of share buybacks is charged to this reserve. In addition, any realised losses on
the sale or impairment of investments (excluding transaction costs), 75% of the Investment Adviser fee expense and 100% of the
Investment Adviser performance fee expense, and the related tax effect, are transferred from the realised capital reserve to this reserve.
This reserve will also be charged any IFA facilitation payments to advisers, which arose as part of the Offer for Subscription.
Realised capital reserve - The following are accounted for in this reserve:
• Gains and losses on realisation of investments;
• Permanent diminution in value of investments;
• Transaction costs incurred in the acquisition and disposal of investments;
• 75% of the Investment Adviser fee expense and 100% of any performance incentive fee payable, together with the related tax effect
to this reserve in accordance with the policies; and
• Capital dividends paid.
Revenue reserve - Income and expenses that are revenue in nature are accounted for in this reserve, as well as 25% of the Investment
Adviser fee together with the related tax effect, as well as income dividends paid that are classified as revenue in nature.
The Notes on pages 60 to 76 form part of these Financial Statements.
58
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Financial Statements
Statement of Changes in Equity for the year ended 31 December 2021
59
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Financial Statements
Notes
Year ended
31 December 2022
Year ended
31 December 2021
£ £
Cash flows from operating activities
(Losses)/profit for the financial year (15,174,472) 29,083,252
Adjustments for:
Net investment portfolio losses/(gains) 14,708,270 (29,904,336)
Decrease in debtors 140,220 87,812
Increase in creditors 76,139 23,302
Net cash outflow from operations (249,843) (709,970)
Corporation tax paid - (103,452)
Net cash outflow from operating activities (249,843) (813,422)
Cash flows from investing activities
Sale of investments 8 8,701,638 12,231,857
Purchase of investments 8 (3,777,121) (6,235,292)
Net cash inflow from investing activities 4,924,517 5,996,565
Cash flows from financing activities
Share issued as part of Offer for Subscription 13 18,501,786 -
Issue costs and facilitation fees as part of Offer for subscription 13 (621,964) -
Equity dividends paid 7 (7,912,932) (6,106,267)
Purchase of own shares (1,460,054) (1,230,702)
Net cash inflow/(outflow) from financing activities 8,506,836 (7,336,969)
Net increase/(decrease) in cash and cash equivalents 13,181,510 (2,153,826)
Cash and cash equivalents at start of year 22,534,666 24,688,492
Cash and cash equivalents at end of year 35,716,176 22,534,666
Cash and cash equivalents comprise:
Cash at bank and in hand 11 1,573,079 4,059,487
Cash equivalents 11 34,143,097 18,475,179
The Notes on pages 60 to 76 form part of these Financial Statements.
Statement of Cash Flows for the year ended 31 December 2022
1 Company Information
Mobeus Income and Growth 4 VCT plc is a public limited company incorporated in England, registration number 3707697.
The registered office is 5 New Street Square, London, EC4A 3TW.
2 Basis of preparation
A summary of the principal accounting policies, all of which have been applied consistently throughout the year are set out
next to the related disclosure throughout the Notes to the Financial Statements. All accounting policies are included within an
outlined box at the top of each relevant note.
These Financial Statements have been prepared in accordance with applicable United Kingdom accounting standards,
including Financial Reporting Standard 102 (“FRS102”), with the Companies Act 2006 and the 2014 Statement of
Recommended practice, ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (‘the SORP’)
(updated in July 2022) issued by the Association of Investment Companies. The Financial Statements have been prepared on
the historical cost basis except for the modification to a fair value basis for certain financial instruments which are disclosed
under FRS102 s11/12 as shown in Note 15.
After performing the necessary enquiries, the Directors have undertaken an assessment of the Company’s ability to meet its
liabilities as they fall due. The Company has significant cash and liquid resources and no external debt or capital
commitments. The Company’s cash flow forecasts, which consider levels of anticipated new and follow-on investment, the
net funds raised as part of the Company’s Offer for Subscriptions, as well as investment income and annual running cost
projections, are discussed at each quarterly Board meeting. Following this assessment, the Directors have a reasonable
expectation that the Company will have adequate resources to continue to meet its liabilities for at least 12 months from the
date of these Financial Statements. The Directors therefore consider the preparation of these Financial Statements on a
going concern basis to be appropriate.
3 Income
Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on
unquoted equity shares are brought into account when the Company’s right to receive payment is established and there
is no reasonable doubt that payment will be received.
Interest income on loan stock is accrued on a daily basis. Provision is made against this income where recovery is
doubtful or where it will not be received in the foreseeable future. Where the loan stocks only require interest or a
redemption premium to be paid on redemption, the interest and redemption premium is recognised as income or capital
as appropriate once redemption is reasonably certain.
When a redemption premium is designed to protect the value of the instrument holder’s investment rather than reflect a
commercial rate of revenue return, the redemption premium is recognised as capital. The treatment of redemption
premiums is analysed to consider if they are revenue or capital in nature on a company by company basis. Accordingly,
the redemption premium recognised in the year ended 31 December 2022 has been classified as capital and has been
included within gains on investments.
2022
£
2021
£
Income from bank deposits 55,899 18,559
Income from investments
– from equities 925,987 348,420
– from overseas based OEICs 326,187 2,258
– from loan stock 708,901 984,972
1,961,075 1,335,650
Other income - -
Total income 2,016,974 1,354,209
Total income comprises
Dividends 1,252,174 350,678
Interest 764,800 1,003,531
2,016,974 1,354,209
Total loan stock interest due but not recognised in the year was £399,827 (2021: £458,279) due to the uncertainty over its
recoverability.
60
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Financial Statements
Notes to the Financial Statements for the year ended 31 December 2022
61
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Financial Statements
4 Investment Adviser’s fees and other expenses
All expenses are accounted for on an accruals basis.
a) Investment Adviser’s fees
25% of the Investment Adviser’s fees are charged to the revenue column of the Income Statement, while 75% is charged
against the capital column of the Income Statement. This is in line with the Board’s expected long-term split of returns
from the investment portfolio of the Company.
100% of any performance incentive fee payable for the year is charged against the capital column of the Income
Statement, as it is based upon the achievement of capital growth.
Revenue Capital Total Revenue Capital Total
2022 2022 2022 2021 2021 2021
£ £ £ £ £ £
Gresham House Asset
Management Limited 470,253 1,410,756 1,881,009 428,601 1,285,804 1,714,405
Under the terms of a revised investment management agreement dated 12 November 2010 (such agreement having been
novated to Gresham House), Gresham House Asset Management Limited (“Gresham House”) provides investment advisory,
administrative and company secretarial services to the Company, for a fee of 2% per annum of closing net assets, calculated
on a quarterly basis by reference to the net assets at the end of the preceding quarter, plus a fixed fee of £115,440 per
annum, the latter being subject to indexation, if applicable. In 2013, it was agreed to waive such further increases due to
indexation, until otherwise agreed with the Board.
The Investment Adviser fee includes provision for a cap on expenses excluding irrecoverable VAT and exceptional items set
at 3.4% of closing net assets at the year end. In accordance with the investment management agreement, any excess
expenses are borne by the Investment Adviser.
In line with common practice, Gresham House retains the right to charge arrangement and syndication fees and Directors’ or
monitoring fees to companies in which the Company invests. The Investment Adviser received fees totalling £307,585 (2021:
£349,777) during the year ended 31 December 2022, being £78,870 (2021: £132,666) for advisory and arrangement fees, and
£228,715 (2021: £217,111) for acting as non-executive directors on a number of investee company boards. These fees
attributable to the Company are based upon the investment allocation to the Company which applied at the time of each
investment. These figures are not part of these financial statements.
b) Incentive fee agreement
Under the terms of a separate agreement dated 1 November 2006, from the end of the accounting period ending on
31January 2009 and in each subsequent accounting period throughout the life of the company, the Investment Adviser will
be entitled to receive a performance related incentive fee of 20% of the dividends paid in excess of a “Target Rate”
comprising firstly, an annual dividend target of 6% of the net asset value per share at 5 April 2007 (indexed each year for RPI)
and secondly a requirement that any cumulative shortfalls below the 6 per cent hurdle must be made up in later years, while
any excess is not carried forward, whether a fee is payable for that year or not. Payment of a fee is also conditional upon the
average Net Asset Value (“NAV”) per share for each such year equalling or exceeding the average Base NAV per share for
the same year. The performance fee will be payable annually. No incentive fee is payable to date.
c) Offer for Subscription fees
2022
£m
2021
£m
Funds raised by the Company 18.50 -
Offer costs payable to Mobeus at 3.00% of funds raised by the Company 0.55 -
Under the terms of an Offer for Subscription, with the other Mobeus advised VCTs, launched on 20 January 2022 and
5October 2022, Gresham House was entitled to fees of 3.00% of the investment amount received from investors. This
amount totalled £3.33 million across all four VCTs, out of which all the costs associated with the allotments were met.
62
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Financial Statements
Notes to the Financial Statements for the year ended 31 December 2022
d) Other expenses
Expenses are charged wholly to revenue, with the exception of expenses incidental to the acquisition or disposal of an
investment, which are written off to the capital column of the Income Statement or deducted from the disposal proceeds
as appropriate.
2022
£
2021
£
Directors’ remuneration (including NIC of £6,289 (2021: £9,750) (Note i) 112,789 144,750
IFA trail commission 86,564 88,938
Broker’s fees 12,000 12,000
Auditor’s fees – Audit of Company (excluding VAT) 45,150 33,191
– audit related assurance services (excluding VAT) - (Note ii) 8,400 6,212
Registrar’s fees 77,467 42,343
Printing 58,973 46,227
Legal & professional fees 22,876 14,274
VCT monitoring fees 12,600 9,600
Directors’ insurance 11,430 8,975
Listing and regulatory fees 82,857 44,787
Sundry 39,152 9,591
Running Costs 570,258 460,888
Provision against loan interest receivable (see note iii) 31,909 -
Other expenses 602,167 460,888
Note i): Directors’ remuneration is a related party transaction, see analysis in Directors’ Remuneration table on page 47, which
excludes the NIC above. The key management personnel are the four non-executive directors. The Company has no
employees.
Note ii): The audit-related assurance services are in relation to a limited scope engagement in respect of the Financial
Statements within the Company’s Interim Report. The Audit & Risk Committee reviews the nature and extent of these
services to ensure that auditor independence is maintained.
Note: iii): Provision against loan interest receivable above relates to an amount of £31,909 (2021: nil), being a provision made
against loan stock regarded as collectable in previous years.
5 Taxation on profit on ordinary activities
The tax expense for the year comprises current tax and is recognised in profit or loss. The current income tax charge is
calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.
Any tax relief obtained in respect of adviser fees allocated to capital is reflected in the capital reserve – realised and a
corresponding amount is charged against revenue. The tax relief is the amount by which corporation tax payable is
reduced as a result of these capital expenses.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet
date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the
future have occurred at the balance sheet date. Timing differences are differences between the Company’s taxable profits
and its results as stated in the financial statements that arise from the inclusion of gains and losses in the tax assessments
in periods different from those in which they are recognised in the financial statements.
Deferred tax is measured at the average tax rates that are expected to apply in the years in which the timing differences
are expected to reverse based on tax rates and laws that have been enacted or substantively enacted at the balance
sheet date. Deferred tax is measured on a non-discounted basis.
A deferred tax asset would be recognised only to the extent that it is more likely than not that future taxable profits will be
available against which the asset can be utilised.
63
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Financial Statements
2022
Revenue
£
2022
Capital
£
2022
Total
£
2021
Revenue
£
2021
Capital
£
2021
Total
£
a) Analysis of tax charge:
UK Corporation tax on (loss)/profit for the
year 3,528 (3,528) - 22,097 (22,097) -
Total current tax charge 3,528 (3,528) - 22,097 (22,097) -
Corporation tax is based on a rate of 19%
(2021: 19%)
b) (Loss)/profit on ordinary activities
before tax
944,554 (16,119,026) (15,174,472) 464,720 28,618,532 29,083,252
(Loss)/profit on ordinary activities multiplied
by company rate of corporation tax in the
UK of 19% (2021: 19%)
179,465 (3,062,615) (2,883,150) 88,297 5,437,521 5,525,818
Effect of:
UK dividends not taxable
(175,937) - (175,937) (66,200) - (66,200)
Net investment portfolio losses/(gains) not
allowable/(taxable)
- 2,794,571 2,794,571 - (5,681,824) (5,681,824)
Losses not utilised
- 264,516 264,516 - 222,206 222,206
Actual tax charge 3,528 (3,528) - 22,097 (22,097) -
Tax relief relating to investment adviser fees is allocated between revenue and capital where such relief can be utilised.
No asset or liability has been recognised for deferred tax in relation to capital gains or losses on revaluing investments as the
Company is exempt from corporation tax in relation to capital gains or losses as a result of qualifying as a Venture Capital
Trust.
There is no potential liability to deferred tax (2021: £nil). There is an unrecognised deferred tax asset of £640,423 (2021: £nil).
6 Basic and diluted earnings per share
2022
£
2021
£
Total earnings after taxation: (15,174,472) 29,083,252
Basic and diluted earnings per share (Note a) (16.58)p 34.69p
Net revenue from ordinary activities after taxation 941,026 442,623
Basic and diluted revenue return per share (Note b) 1.03p 0.53p
Net investment portfolio (losses)/gains (14,708,270) 29,904,336
Capital expenses (net of taxation) (1,407,228) (1,263,707)
Total capital return (16,115,498) 28,640,629
Basic and diluted capital return per share (Note c) (17.61)p 34.16p
Weighted average number of shares in issue in the year 91,535,106 83,840,235
Notes:
a) Basic earnings per share is total earnings after taxation divided by the weighted average number of shares in issue.
b) Basic revenue earnings per share is the revenue return after taxation divided by the weighted average number of shares in issue.
c) Basic capital earnings per share is the total capital return after taxation divided by the weighted average number of shares in
issue.
d) There are no instruments that will increase the number of shares in issue in future. Accordingly, the above figures currently
represent both basic and diluted returns.
64
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Financial Statements
Notes to the Financial Statements for the year ended 31 December 2022
7 Dividends paid and payable
Dividends payable are recognised as distributions in the financial statements when the Company’s liability to pay them
has been established. This liability is established for interim dividends when they are paid, and for final dividends when
they are approved by the Shareholders, usually at the Company’s Annual General Meeting.
A key judgement in applying the above accounting policy is in determining the amount of minimum income dividend to be
paid in respect of a year. The Company’s status as a VCT means it has to comply with Section 259 of the Income Tax Act
2007, which requires that no more than 15% of the income from shares and securities in a year can be retained from the
revenue available for distribution for the year.
Amounts recognised as distributions to equity Shareholders in the year:
Dividend Type
For year ended
31 December
Pence
per share Date Paid
2022
£
2021
£
Interim Income 2021 0.25p 06/08/2021 - 208,381
Interim Capital* 2021 4.75p 06/08/2021 - 3,959,226
Interim Income 2021 0.25p 07/01/2022 209,558 -
Interim Capital* 2021 3.75p 07/01/2022 3,143,366 -
Interim Capital* 2022 4.00p 08/07/2022 3,639,561 -
Interim Income 2022 1.00p 07/11/2022 915,775 -
Interim Capital* 2022 2.50p 07/11/2022 2,289,439
Interim Capital 2022 2.50p 07/11/2022 2,289,439 -
12,487,138 4,167,607
* - Paid out of the Company’s special distributable reserve.
** - For the year ended 31 December 2022, £12,487,138 disclosed above differs to that shown in the Statement of Cash Flows of
£7,912,932 due to a dividend payment of £2,579,776 made to the Registrar before the previous year-end in respect of the
dividend paid to Shareholders on 7 January 2022. In addition, £1,994,430 of new shares was issued as part of the Company’s
Dividend Investment Scheme.
Distributions to equity holders after the year-end:
Type
For year ended 31
December
Pence per
share Date paid/payable
2022
£
2021
£
Interim Income 2021 0.25p 07/01/2022 - 209,560
Interim Capital 2021 3.75p 07/01/2022 - 3,143,394
- 3,352,954
Any proposed final dividend is subject to approval by Shareholders at the Annual General Meeting and has not been
included as a liability in these financial statements.
Set out below are the total income dividends payable in respect of the financial year, which is the basis on which the
requirements of section 274 of the Income Tax Act 2007 are considered.
Recognised income distributions in the Financial Statements for the year
Dividend Type
For year ended
31 December
Pence
per share Date payable
2022
£
2021
£
Revenue available for distribution by way of dividends for the year 941,026 442,623
Interim Income 2021 0.25p 06/08/2021 - 208,381
Interim Income 2021 0.25p 07/01/2022 - 209,558
Interim Income 2022 1.00p 07/11/2022 915,775
Total income dividends for the year 915,775 417,939
8 Investments at fair value
The most critical estimates, assumptions and judgements relate to the determination of the carrying value of investments at
“fair value through profit and loss” (FVTPL). All investments held by the Company are classified as FVTPL and measured in
accordance with the International Private Equity and Venture Capital Valuation (“IPEV”) guidelines, as updated in December
2022. This classification is followed as the Company’s business is to invest in financial assets with a view to profiting from their
total return in the form of capital growth and income.
Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional.
For investments actively traded on organised financial markets, fair value is generally determined by reference to Stock
Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted
investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time
frame determined by the relevant market. Where the terms of a disposal state that consideration may be received at some
future date and, subject to the conditionality and materiality of the amount of deferred consideration, an estimate of the fair
value discounted for the time value of money may be recognised through the Income Statement. In other cases, the proceeds
will only be recognised once the right to receive payment is established and there is no reasonable doubt that payment will
be received.
Unquoted investments are stated at fair value by the Directors at each measurement date in accordance with appropriate
valuation techniques, which are consistent with the IPEV guidelines:-
(i) Each investment is considered as a whole on a ‘unit of account’ basis, i.e. that the value of each portfolio company is
considered as a whole, alongside consideration of:-
The price of new or follow-on investments made, if deemed to be made as part of an orderly transaction, are considered
to be at fair value at the date of the transaction. The inputs that derived the investment price are calibrated within
individual valuation models and at subsequent measurement dates, are reconsidered for any changes in light of more
recent events or changes in the market performance of the investee company. The valuation bases used are the
following:
– a multiple basis. The shares may be valued by applying a suitable price-earnings ratio, revenue or gross profit
multiple to that company’s historic, current or forecast post-tax earnings before interest, depreciation and
amortisation, or revenue, or gross profit (the ratio used being based on a comparable sector but the resulting value
being adjusted to reflect points of difference identified by the Investment Adviser compared to the sector including,
inter alia, scale and liquidity)
or:-
– where a company’s underperformance against plan indicates a diminution in the value of the investment, provision
against cost is made, as appropriate.
(ii) Premiums, to the extent that they are considered capital in nature, and that they will be received upon repayment of loan
stock investments are accrued at fair value when the Company receives the right to the premium and when considered
recoverable.
(iii) Where a multiple or the price of recent investment less impairment basis is not appropriate and overriding factors apply, a
discounted cash flow, net asset valuation, realisation proceeds or a weighted average of these bases may be applied.
Capital gains and losses on investments, whether realised or unrealised, are dealt with in the profit and loss and revaluation
reserves and movements in the period are shown in the Income Statement.
All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the
Income Statement.
A key judgement made in applying the above accounting policy relates to investments that are permanently impaired. Where
the value of an investment has fallen permanently below cost, the loss is treated as a permanent impairment and as a realised
loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement
with the Investment Adviser, will agree the values that represent the extent to which an investment loss has become realised.
This is based upon an assessment of objective evidence of that investment’s future prospects, to determine whether there is
potential for the investment to recover in value.
The methods of fair value measurement are classified into hierarchy based on the reliability of the information used to
determine the valuation.
- Level 1 – Fair value is measured based on quoted prices in an active market.
- Level 2 – Fair value is measured based on directly observable current market prices or indirectly being derived from
market prices.
- Level 3 – Fair value is measured using valuation techniques using inputs that are not based on observable market data.
65
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Financial Statements
Movements in investments during the year are summarised as follows:
Traded on
AIM
Level 1
£
Unquoted
equity shares
Level 3
£
Unquoted
preference
shares
Level 3
£
Unquoted
Loan stock
Level 3
£
Total
£
Cost at 31 December 2021 676,918 21,412,982 1,471,414 10,499,884 34,061,198
Unrealised gains/(losses) at 31 December 2021 9,226,837 25,791,648 137,151 (2,335,804) 32,819,832
Permanent impairment in value of investments as at
31 December 2021 - (1,231,948) (227) (64,388) (1,296,563)
Valuation at 31 December 2021 9,903,755 45,972,682 1,608,338 8,099,692 65,584,467
Purchases at cost - 3,339,621 - 437,500 3,777,121
Sale proceeds (Note a) - (3,242,632) (4,273,470) (1,185,536) (8,701,638)
Reclassification at value (Note b) (417,536) 527,636 (110,100) -
Net realised gains in the year - (3,535,633) 4,272,401 - 736,768
Net unrealised (losses)/gains in the year (Note c) (6,894,862) (7,447,479) 112,934 (1,215,631) (15,445,038)
Valuation at 31 December 2022 2,591,357 35,614,195 1,720,203 6,025,925 45,951,680
Cost at 31 December 2022 45,915 23,918,873 1,470,345 9,655,463 35,090,596
Unrealised gains/(losses) at 31 December 2022 2,545,442 13,704,584 251,255 (2,855,616) 13,645,665
Permanent impairment in value of investments at
31 December 2022 (Note d) - (2,009,262) (1,397) (773,922) (2,784,581)
Valuation at 31 December 2022 2,591,357 35,614,195 1,720,203 6,025,925 45,951,680
Details of investment transactions such as disposal proceeds, valuation movements, cost and carrying value at the end of
previous year are contained in the Investment Portfolio Summary on pages 22 to 27.
Net realised gains in the year of £736,768 and unrealised losses in the year of £15,445,038 equal net investment portfolio gains
of £14,708,270 as shown on the Income Statement.
Note a) Disposals of investment portfolio companies during the year were:
Company Type Investment
cost
£
Disposal
proceeds
£
Valuation at
31 December
2021
£
Realised
gain/(loss)
in year
£
Media Business Insight Holdings Limited
Realisation
2,225,042 3,975,468 3,560,047 415,421
Other Capital proceeds*
Additional
proceeds - 403,103 - 403,103
EOTH Limited Part realisation 1,069 4,273,470 3,916,028 357,442
Muller EV Limited (trading as Andersen EV) (in
members’ voluntary liquidation)
Permanent
impairment - - 439,198
1
(439,198)
Oakhealth Limiited Liquidation 485,730 - - -
Jablite Holdings Limited (in members’ voluntary
liquidation)
Loan repayment
35,882 49,597 49,597 -
2,747,723 8,701,638 7,964,870 736,768
1
- Includes new investment of £243,998 in the year
* Other capital proceeds contains additional proceeds received from Vian Marketing Limited (trading as Red Paddle) of £400,763
and Vectair Holdings Limited of £3,609. Transaction costs of £1,269 have also been incurred.
Note b) The Company’s equity investments in Parsley Box were delisted from AIM during the year. The amount transferred from
Level 3 to Level 1 of £417,536 reflects the equity value held at the start of the year. The amount of £110,100 transferred from
unquoted loan stock to unquoted equity shares represents the conversion of a loan held into equity shares during the year.
66
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Notes to the Financial Statements for the year ended 31 December 2022
Financial Statements
Note c) The major components of the net decrease in unrealised valuations of £15,445,038 in the year were decreases of
£6,894,862 in Virgin Wines UK plc, £1,728,731 in My Tutorweb Limited, £1,302,816 in End Ordinary Group Limited (trading as
Buster and Punch), £1,152,310 in Manufacturing Services Investment Limited (trading as Wetsuit Outlet), and £1,014,091 in Data
Discovery Solutions Limited (trading as Active Navigation). These were partly offset by increases of £440,126 in Tharstern Group
Limited, £302,983 in Bella & Duke Limited, and £215,645 in Orri Limited.
Note d) During the year, permanent impairments of the cost of investments have increased from £1,296,563 to £2,784,581 due to
the permanent impairments of three investee companies partially offset by the disposal of one investee company which was
liquidated during the year.
9 Significant interests
At 31 December 2022 the Company held significant investments, amounting to 3% or more of the equity capital of an
undertaking, in the following companies:
Equity
investment
(Ordinary
shares)
Investment in
loan stock and
preference
shares
Total
investment
(at cost)
Percentage
of investee
company’s
total equity
% of equity
held by
all funds
advised and
managed
by Gresham
House
1
£ £ £
Veritek Global Holdings Limited 43,527 1,576,559 1,620,086 15.4% 65.6%
Preservica Limited 1,359,179 2,038,566 3,397,745 13.1% 57.8%
Tharstern Group Limited 338,861 753,025 1,091,886 12.7% 55.0%
Jablite Holdings Limited (in members’ voluntary
liquidation) 339,974 227 340,201 9.1% 40.1%
RDL Corporation Limited 173,932 826,068 1,000,000 8.9% 44.5%
Muller EV Limited (trading as Andersen EV) (in
members’ voluntary liquidation) 585,598 - 585,598 8.8% 37.0%
Virgin Wines UK Plc 45,915 - 45,915 8.3% 36.1%
Racoon International Holdings Limited 419,959 64,388 484,347 8.0% 41.5%
End Ordinary Group Limited (trading as Buster and
Punch) 1,496,785 - 1,496,785 7.8% 34.6%
Data Discovery Solutions Limited (trading as Active
Navigation) 1,408,640 - 1,408,640 7.1% 35.1%
Arkk Consulting Limited 671,090 928,355 1,599,445 6.7% 30.1%
Spanish Restaurant Group Limited (trading as Tapas
Revolution) 406,396 812,700 1,219,096 6.7% 29.0%
Master Removers Group 2019 Limited (trading as
Anthony Ward Thomas, Bishopsgate and Aussie Man
& Van) 348,641 - 348,641 6.6% 28.1%
Caledonian Leisure Limited 328,502 219,000 547,502 6.6% 30.0%
Manufacturing Services Investment Limited (trading as
Wetsuit Outlet) 1,166,551 1,166,551 2,333,102 6.4% 27.5%
CGI Creative Graphics International Limited 476,612 973,134 1,449,746 6.3% 26.9%
Legatics Limited 663,011 - 663,011 6.0% 27.3%
Northern Bloc Ice Cream Limited 425,670 - 425,670 5.5% 27.3%
Vivacity Labs Limited 1,531,122 - 1,531,122 5.5% 20.0%
IPV Limited 619,487 - 619,487 5.5% 26.6%
My Tutorweb Limited (trading as MyTutor) 2,464,757 - 2,464,757 5.3% 22.6%
Pets’ Kitchen Limited (trading as Vet’s Klinic) 360,640 270,480 631,120 4.5% 20.0%
Bella & Duke Limited 877,381 - 877,381 4.4% 21.2%
Rota Geek Limited 874,000 218,500 1,092,500 4.1% 20.3%
Bleach London Holdings Limited 960,057 - 960,057 4.1% 14.1%
Orri Limited 438,200 - 438,200 3.6% 28.4%
BookingTek Limited 582,300 - 582,300 3.5% 14.9%
MPB Group Limited 1,095,252 - 1,095,252 3.2% 14.4%
Connect Childcare Limited 423,007 423,000 846,007 3.0% 14.4%
1
– The percentage of equity held for these companies is the fully diluted figure, in the event that, for example, management of the
investee company exercises share options, where available.
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Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Financial Statements
It is considered that, under FRS102 s9.9, “Consolidated and Separate Financial Statements”, the above investments are held as
part of an investment portfolio and that accordingly, their value to the Company lies in their marketable value as part of that
portfolio and as such are not required to be consolidated. Also, the above investments are considered to be associates that are
held as part of an investment portfolio and are accounted for in accordance with FRS 14.4B.
All of the above companies are incorporated in the United Kingdom.
10 Debtors
2022
£
2021
£
Amounts due within one year:
Accrued income 155,632 297,687
Prepayments 19,904 17,532
Other debtors - 2,580,313
175,536 2,895,532
11 Cash at bank and Current Investments
Cash equivalents, for the purposes of the Statement of Cash flows, comprises bank deposits repayable on up to three months’
notice and funds held in OEIC money-market funds. Current asset investments are the same but also include bank deposits that
mature after three months. Current asset investments are disposable without curtailing or disrupting the business and are
readily convertible into known amounts of cash at their carrying values at immediate or up to three months’ notice. Cash, for the
purposes of the Statement of Cash Flows is cash held with banks in accounts subject to immediate access. Cash at bank in the
Balance Sheet is the same.
2022
£
2021
£
OEIC Money market funds 34,143,097 18,475,179
Cash equivalents per Statement of Cash Flows 34,143,097 18,475,179
Bank deposits that mature after three months 2,000,000 2,000,000
Current asset investments 36,143,097 20,475,179
Cash at bank 1,573,079 4,059,487
12 Creditors: amounts falling due within one year
2022
£
2021
£
Trade creditors 32,138 9,140
Other creditors 4,037 26,752
Accruals 267,375 191,519
303,550 227,411
13 Called up share capital
2022
£
2021
£
Allotted, called-up and fully paid:
Ordinary shares of 1p each: 104,356,447 (2021: 83,389,721) 1,043,565 833,897
Under the 2021/22 Offer launched on 20 January 2022, 7,361,191 (2021: nil) Ordinary shares were allotted at an average effective
offer price of 101.89 pence per share; raising net funds of £7,271,180 (2021: nil) for the Company.
Under the 2022/23 offer launched on 5 October 2022, 13,177,484 Ordinary shares were allotted at an average effective offer
price of 83.49 pence per share raising net funds of £10,608,642 for the Company.
68
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Notes to the Financial Statements for the year ended 31 December 2022
Financial Statements
During the year, the Company purchased 1,796,536 (2021: 1,309,349) of its own shares for cash (representing 2.2% (2021: 1.6%) of
the shares in issue at the start of the year) at the prevailing market price for a total cost of £1,460,054 (2021: £1,230,702). These
shares were subsequently cancelled by the Company.
Under the terms of the Dividend Investment Scheme, 2,224,587 (2021: 695,092) Ordinary shares were allotted during the year
for a non-cash consideration of £1,994,430 (2021: £641,116).
14 Basic and diluted net asset value per share
Net asset value per Ordinary Share is based on net assets at the end of the year, and on 104,356,447 (2021: 83,389,721) Ordinary
shares, being the number of Ordinary shares in issue on that date.
There are no instruments that will increase the number of shares in issue in future. Accordingly, the figures currently represent
both basic and diluted net asset value per share.
15 Financial instruments
The Company’s financial instruments predominantly comprise investments held at fair value through profit and loss, namely
equity and preference shares and fixed and floating rate interest securities that are held in accordance with the Company’s
investment objective.
Other financial instruments are held at amortised cost comprising loans and receivables being cash at bank, current asset
investments and short term debtors, and financial liabilities being creditors, all that arise directly from the Company’s
operations.
The principal purpose of these financial instruments is to generate revenue and capital appreciation for the Company’s
operations, although cash and current asset investments are held to yield revenue return only. The Company has no gearing
or other financial liabilities apart from short-term creditors. It is, and has been throughout the year under review, the
Company’s policy that no trading in derivative financial instruments shall be undertaken.
The accounting policy for determining the fair value of investments is set out in Note 8 to the Financial Statements. The
composition of investments held is shown below and in Note 8.
Loans and receivables and other financial liabilities are stated at amortised cost which the Directors consider is equivalent to
fair value.
Classification of financial instruments
The Company held the following categories of financial instruments at 31 December 2022:
2022
(Fair value)
2021
(Fair value)
£ £
Assets at fair value through profit and loss:
Investment portfolio 45,951,680 65,584,467
Loans and receivables held at amortised cost
Accrued income 155,632 297,687
Cash at bank 1,573,079 4,059,487
Current asset investments 36,143,097 20,475,179
Other debtors - 2,580,313
Liabilities at amortised cost or equivalent
Other creditors (303,550) (227,411)
Total for financial instruments 83,519,938 92,769,722
Non financial instruments 19,904 17,532
Total net assets 83,539,842 92,787,254
There are no differences between book value and fair value disclosed above.
The investment portfolio principally consists of unquoted investments 94.4% (2021: 84.9%) and AIM quoted stocks 5.6% (2021:
15.1%). The investment portfolio has a 100% (2021: 100%) concentration of risk towards small UK based, sterling denominated
companies, and represents 55.0% (2021: 70.7%) of net assets at the year-end.
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Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Financial Statements
Current asset investments are money market funds, and bank deposits which, along with cash are discussed under credit risk
below, which represent 45.1% (2021: 26.4%) of net assets at the year-end.
The main risks arising from the Company’s financial instruments are the investment risk, and the liquidity risk, of the unquoted
portfolio. Other important risks are credit risk, fluctuations in market prices (market price risk), and cash flow interest rate risk,
although currency risk is also discussed below. The Board regularly reviews and agrees policies for managing each of these risks
and they are summarised below. These have been in place throughout the current and preceding years.
Investment risk
The Company’s investment portfolio is made up of predominantly UK companies which are not quoted on any recognised stock
exchange, although 5.6% of the portfolio value at the year-end is held in AIM quoted. The companies held in the portfolio are
usually smaller than those companies which are quoted on a stock exchange. They are therefore usually regarded as carrying
more risk compared to larger companies, as they are more sensitive to changes in key financial indicators, such as a reduction in
its turnover or an increase in costs. The Board is of the view that the Investment Adviser mitigates this risk as the investment in an
investee company is held as part of a portfolio of such companies so that the performance of one company does not significantly
affect the value of the portfolio as a whole. The Investment Adviser also usually takes a seat on the Board of each investee
company such that it is able to monitor its progress on a regular basis and contribute to the strategic direction of the company.
Liquidity risk
The investments in equity and fixed interest stocks of unquoted companies that the Company holds are not traded and therefore
they are not readily realisable. The ability of the Company to realise the investments at their carrying value may at times not be
possible if there are no willing purchasers and, as the Company owns minority stakes, could require a number of months and the
co-operation of other shareholders to achieve at a reasonable valuation. The Company’s ability to sell investments may also be
constrained by the requirements set down for VCTs. The maturity profile of the Company’s loan stock investments disclosed
within the consideration of credit risk below indicates that these assets are also not readily realisable until dates up to five years
from the year-end.
To counter these risks to the Company’s liquidity, the Investment Adviser maintains sufficient cash and money market funds to
meet running costs and other commitments. The Company invests its surplus funds in high quality money market funds and bank
deposits of £36,143,097 (2021: £20,475,179), which are all accessible at varying points over the next 12 months. The Board also
receives regular cash flow projections in order to manage this liquidity risk.
The table below shows a maturity analysis of financial liabilities:
2022
<3 months 3-6 months 6-12 months over 12 months Total
Financial liabilities £ £ £ £ £
Other creditors 201,951 101,599 - - 303,550
2021
<3 months 3-6 months 6-12 months over 12 months Total
Financial liabilities £ £ £ £ £
Other creditors 125,218 102,193 - - 227,411
The Company does not have any derivative financial liabilities.
Credit risk
Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the
Company.
The Company’s maximum exposure to credit risk is:
2022
£
2021
£
Loan stock investments 6,025,925 8,099,692
Current asset investments 36,143,097 20,475,179
Cash at bank 1,573,079 4,059,487
Accrued income 155,632 297,687
Other debtors - 2,580,313
43,897,733 35,512,358
70
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Notes to the Financial Statements for the year ended 31 December 2022
Financial Statements
The Company has an exposure to credit risk in respect of the loan stock investments it has made into investee companies, most
of which have no security attached to them, and where they do, such security ranks beneath any bank debt that an investee
company may owe. The loan stock is typically held in companies with turnover under £50 million, which may be considered less
stable than larger, longer established businesses. The Investment Adviser undertakes extensive financial and commercial due
diligence before recommending an investment to the Board. The Investment Adviser usually takes a seat on the Board of each
investee company and the Board of the Company receives regular updates on each company at each quarter end.
The accrued income shown above of £155,632 was all due within six months of the year end.
The following table shows the maturity of the loan stock investments referred to above. In some cases, the loan maturities are not
the contractual ones, but are the best estimate using management’s expectations of when it is likely that such loans may be
repaid.
Repayable within
2022
£
2021
£
0 to 1 year 1,895,646 980,756
1 to 2 years 1,282,651 3,829,649
2 to 3 years 1,708,980 1,135,939
3 to 4 years 689,789 989,348
4 to 5 years 448,859 847,587
Over 5 years - 316,413
Total 6,025,925 8,099,692
Included within loan stock investments above are loans to five investee companies at a carrying value of £3,598,082 which are
past their repayment date but have been renegotiated. Loans to one other company with a value of £116,100 are now past their
repayment date but have not yet been renegotiated. The loan stock investments are made as part of the qualifying investments
within the investment portfolio, and the risk management processes applied to the loan stock investments have already been set
out under market price risk below.
An aged analysis of the value of loan stock investments included above, which are past due but not individually impaired, is set
out below. For this purpose, these loans are considered to be past due when any payment due under the loan’s contractual
terms (such as payment of interest or redemption date) is received late or missed. We are required to report in this format and
include the full value of the loan even though in some cases it is only in respect of interest that they are in default.
0-6 months 6-12 months over 12 months 2022 Total
£ £ £ £
Loans to investee companies past due - - 1,705,422 1,705,422
0-6 months 6-12 months over 12 months 2021 Total
£ £ £ £
Loans to investee companies past due - - 1,894,811 1,894,811
Credit risk also arises from cash and cash equivalents, deposits with banks and amounts held in liquidity funds. There is a risk of
liquidity fund defaults such that there could be defaults within their underlying portfolios that could affect the values at which the
Company could sell its holdings. The five OEIC money market funds holding £34,143,097 are all triple A rated funds and, along
with bank deposits of £3,573,079 at four well-known financial institutions, credit risk is considered to be relatively low in the
current circumstances. The Board manages credit risk in respect of these money market funds and cash by ensuring a spread of
such investments such that none should exceed 15% of the Company’s total investment assets. The Company’s current account
totalling £185,474 is held with NatWest Bank plc, so the risk of default is considered to be low.
There could also be a failure by counter-parties to deliver securities which the Company has paid for, or pay for securities which
the Company has delivered. This risk is considered to be small as most of the Company’s investment transactions are in
unquoted investments, where investments are conducted through solicitors, to ensure that payment matches delivery. In respect
of any quoted investment transactions that are undertaken, the Company uses brokers with a high credit quality, and these
trades usually have a short settlement period. Accordingly, counterparty risk is considered to be relatively low.
71
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Financial Statements
Market price risk
Market price risk arises from uncertainty about the future valuations of the unquoted portfolio held in accordance with the
Company’s investment objectives. These future valuations are determined by many factors but include the operational and
financial performance of the underlying investee companies (Investment risk), as well as market perceptions of the future
performance of the UK economy and its impact upon the economic environment in which these companies operate. This risk
represents the potential loss that the Company might suffer through holding its investment portfolio in the face of market
movements, which was a maximum of £45,951,680 at the year-end, representing the fair value of the investment portfolio.
The investments in equity and fixed interest stocks of unquoted companies that the Company holds are not traded and as such
the prices are more uncertain than those of more widely traded securities. As, in a number of cases, the unquoted investments
are valued by reference to price earnings ratios prevailing in quoted comparable sectors (discounted for points of difference from
quoted comparators), their valuations are exposed to changes in the price earnings ratios that exist in the quoted markets.
The Board’s strategy in managing the market price risk inherent in the Company’s portfolio of equities and loan stock
investments is determined by the requirement to meet the Company’s Objective, as set out on page 6 in the Strategic Report. As
part of the investment management process, the Board seeks to maintain an appropriate spread of market risk, and also has full
and timely access to relevant information from the Investment Adviser. No single investment is permitted to exceed 15% of total
investment assets at the point of investment. The Investment Committee meets regularly and reviews the investment
performance and financial results, as well as compliance with the Company’s objectives. The Company does not use derivative
instruments to hedge against market risk.
Market price risk sensitivity
The Board believes that the Company’s assets are mainly exposed to market price risk, as the Company is required to hold most
of its assets in the form of sterling denominated investments in small companies.
Although one asset is quoted on AIM, most portfolio assets are unquoted. All of the investments made by the Investment Adviser
in unquoted companies, irrespective of the instruments the Company actually holds, (whether shares, preference shares or loan
stock) carry a full market risk, even though some of the loan stocks may be secured on assets, but behind any prior ranking bank
debt in the investee company.
The Board considers that the value of investments in equity and loan stock instruments are ultimately sensitive to changes in
their trading performance (discussed under investment risk above) and to quoted share prices, insofar as such changes
eventually affect the enterprise value of unquoted companies. The table below shows the impact on profit and net assets if there
were to be a 20% (2021: 20%) movement in overall share prices, which might in part be caused by changes in interest rate levels.
However, it is not considered possible to evaluate separately the impact of changes in interest rates upon the value of the
Company’s portfolios of investments in small, unquoted companies.
The sensitivity analysis below assumes the actual portfolio of investments held by the Company is perfectly correlated to this
overall movement in share prices. However, Shareholders should note that this level of correlation is unlikely to be the case in
reality, particularly in the case of small, unquoted companies which may have other factors which may influence the extent of the
valuation change, e.g. a strong niche brand may limit the valuation fall compared to comparators, or may be more affected by
external market factors than larger companies.
For each of the companies in the investment portfolio that are valued on a multiple or bid price basis, the calculation has applied
plus and minus 20% to the bid price or multiple (such as earnings or revenue) derived from quoted market comparators that are
used to value the companies. The companies valued on a multiple or bid price basis represent £43.85 million (2021: £63.10
million) of the total investment portfolio of £45.95 million (2021: £65.58 million). The remainder of the portfolio is valued at either
price of recent investment or net asset value, as shown below.
The impact of a change of 20% (2021: 20%) has been selected as this is considered reasonable given the level of volatility
observed both on a historical basis and market expectations for future movement.
Valuation Technique Base Case* Change in input Change in
fair value of
investments
Change in NAV
(pence per share)
(£’000)
Revenue Multiple 2.28 +20%
-20%
3,299
(2,619)
3.16
(2.51)
EBITDA Multiple 5.43 +20%
-20%
1,762
(1,122)
1.69
(1.07)
Bid price +20%
-20%
518
(518)
0.50
(0.50)
Recent Investment Price - -
* As detailed in the accounting policies, the base case is based on market comparables, discounted where appropriate for
marketability, in accordance with the IPEV guidelines.
72
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Notes to the Financial Statements for the year ended 31 December 2022
Financial Statements
Cash flow interest rate risk
The Company’s fixed and floating rate interest securities, its equity and preference equity investments and net revenue may be
affected by interest rate movements. Investments are often in relatively small businesses, which are relatively high risk
investments sensitive to interest rate fluctuations.
Due to the short time to maturity of some of the Company’s floating rate investments, it may not be possible to re-invest in assets
which provide the same rates as those currently held.
The Company’s assets include fixed and floating rate interest instruments, as shown below. The rate of interest earned is
regularly reviewed by the Board, as part of the risk management processes applied to these instruments, already disclosed
under market price risk above.
The interest rate profile of the Company’s financial net assets at 31 December 2022 was:
Financial
net assets
on which no
interest paid
Fixed rate
financial
assets
Variable rate
financial
assets
Total Weighted
average
interest rate
Average
period to
maturity
£ £ £ £ % (years)
Equity shares 38,205,552 - - 38,205,552
Preference shares - 1,720,203 - 1,720,203 5.6 3.9
Loan stocks - 6,025,925 - 6,025,925 6.7 2.0
Current investments - - 36,143,097 36,143,097 3.2
Cash - - 1,573,079 1,573,079 0.1
Debtors 155,632 - - 155,632
Creditors (303,550) - - (303,550)
Total for financial instruments 38,057,634 7,746,128 37,716,176 83,519,938
Other non financial assets 19,904 - - 19,904
Net assets 38,077,538 7,746,128 37,716,176 83,539,842
The interest rate profile of the Company’s financial net assets at 31 December 2021 was:
Financial
net assets
on which no
interest paid
Fixed rate
financial
assets
Variable rate
financial
assets
Total Weighted
average
interest rate
Average
period to
maturity
£ £ £ £ % (years)
Equity shares 55,876,437 - - 55,876,437
Preference shares - 1,608,338 - 1,608,338 - 3.9
Loan stocks - 8,099,692 - 8,099,692 10.0 1.9
Current investments - - 20,475,179 20,475,179 0.3
Cash - - 4,059,487 4,059,487 0.1
Debtors 2,878,000 - - 2,878,000
Creditors (227,411) - - (227,411)
Total for financial instruments 58,527,026 9,708,030 24,534,666 92,769,722
Other non financial assets 17,532 - - 17,532
Net assets 58,544,558 9,708,030 24,534,666 92,787,254
Note: Weighted average interest rates above are derived by calculating the expected annual income that would be earned on
each asset (but only for those sums that are currently regarded as collectible and would therefore be recognised), divided by the
values for each asset class at the balance sheet date.
Variable rate cash earns interest based on LIBOR rates.
The Company’s investments in equity shares have been excluded from the interest rate risk profile as they do not yield interest
and have no maturity date. Their inclusion would distort the weighted average period information above.
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Financial Statements
Cash flow interest rate sensitivity
Although the Company holds investments in loan stocks that pay interest, the Board does not consider it appropriate to assess
the impact of interest rate changes in isolation upon the value of the unquoted investment portfolio, as interest rate changes are
only one factor affecting the market price movements that are discussed above under market price risk. However, as the
Company has a substantial proportion of its assets in money market funds, the table below shows the sensitivity of income
earned to changes in interest rates:
2022
Profit and
net assets
£
2021
Profit and
net assets
£
If interest rates rose/fell by 5% (2021: 1%), with all other variables held constant –
increase/(decrease)
1,527,505 /
(1,527,505) 198,731 / (198,731)
Increase/(decrease) in earnings, and net asset value, per Ordinary share (in pence) 1.46p / (1.46)p 0.24p / (0.24)p
Currency risk
All assets and liabilities are denominated in sterling and therefore there is no currency risk, although a number of investee
companies do trade overseas, so do face some exposure to currency risk in their operations.
Fair value hierarchy
The table below sets out fair value measurements using FRS102 s11.27 fair value hierarchy.
Financial assets at fair value through profit and loss Level 1 Level 2 Level 3 Total
At 31 December 2022 £ £ £ £
Equity investments 2,591,357 - 35,614,195 38,205,552
Preference shares - - 1,720,203 1,720,203
Loan stock investments - - 6,025,925 6,025,925
Total 2,591,357 - 43,360,323 45,951,680
Financial assets at fair value through profit and loss Level 1 Level 2 Level 3 Total
At 31 December 2021 £ £ £ £
Equity investments 9,903,755 - 45,972,682 55,876,437
Preference shares - - 1,608,338 1,608,338
Loan stock investments - - 8,099,692 8,099,692
Total 9,903,755 - 55,680,712 65,584,467
There are currently no financial liabilities at fair value through profit and loss.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value
measurement of the relevant asset as follows:
Level 1 – valued using quoted prices in active markets for identical assets
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.
The valuation techniques used by the Company are explained in the accounting policies in Note 8 to these Financial Statements.
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Notes to the Financial Statements for the year ended 31 December 2022
Financial Statements
There was a transfer out of Level 1 into Level 3 during the year. A reconciliation of this and fair value measurements in Level 3 is
set out below:
Equity
investments
Preference
shares
Loan stock
investments Total
£ £ £ £
Opening balance at 1 January 2022 45,972,682 1,608,338 8,099,692 55,680,712
Purchases 3,339,621 - 437,500 3,777,121
Sales (3,242,632) (4,273,470) (1,185,536) (8,701,638)
Transfers into Level 3 417,536 - - 417,536
Reclassification at value 110,100 - (110,100) -
Total (losses)/gains included in losses on investments in
the Income Statement:
- on assets sold or impaired (3,535,633) 4,272,401 - 736,768
- on assets held at the year end (7,447,479) 112,934 (1,215,631) (8,550,176)
Closing balance at 31 December 2022 35,614,195 1,720,203 6,025,925 43,360,323
As detailed in the accounting policy for Note 8, where investments are valued on an earnings-multiple basis, the main input used
for this basis of valuation is a suitable price-earnings ratio taken from a comparable sector on the quoted market which is then
appropriately adjusted for points of difference. Thus any change in share prices can have a significant effect on the value
measurements of the Level 3 investments, as they may not be wholly offset by the adjustment for points of difference.
Level 3 unquoted equity and loan stock investments are valued in accordance with the IPEV guidelines as follows:
31 December 2022
£
31 December 2021
£
Valuation methodology
Multiple of earnings, revenues or gross margin, as appropriate 41,889,408 55,435,915
Net Asset Value 931,159 -
Recent investment price (reviewed for impairment) 500,612 195,200
Average Share Price 39,144 -
Estimated realisation proceeds - 49,597
43,360,323 55,680,712
The unquoted equity and loan stock investments had the following movements between valuation methodologies between
31 December 2021 and 31 December 2022:
Change in valuation methodology
Carrying value as at
31 December 2022
£ Explanatory note
Multiple basis to net asset basis 931,159 Net asset value is a more appropriate basis for determining
fair value.
The valuation will be the most appropriate valuation methodology for an investment within its market, with regard to the financial
health of the investment and the December 2022 IPEV. The Directors believe that, within these parameters, there are no other
possible methods of valuation which would be reasonable as at 31 December 2022.
16 Management of capital
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that
it can continue to provide returns for Shareholders. It aims to provide an adequate return to Shareholders by allocating its capital
to assets commensurate with the level of risk.
By its nature, the Company has an amount of capital, at least 80% (as measured under the tax legislation) of which is and must
remain, invested in the relatively high risk asset class of small UK companies within three years of that capital being subscribed.
The Company accordingly has limited scope to manage its capital structure in the light of changes in economic conditions and
the risk characteristics of the underlying assets. Subject to this overall constraint upon changing the capital structure, the group
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Financial Statements
may adjust the amount of dividends paid to Shareholders, return capital to Shareholders, issue new shares, or sell assets if so
required to maintain a level of liquidity to remain a going concern.
Although, as the Investment Policy implies, the Board would consider levels of gearing, there are no current plans to do so. It
regards the net assets of the Company as the Company’s capital, as the levels of liabilities are small and the management of
them is not directly related to managing the return to Shareholders. There has been no change in this approach from the
previous year.
17 Segmental analysis
The operations of the Company are wholly in the United Kingdom, from one class of business.
18 Post balance sheet events
On 6 February 2023, 6,009,092 new Ordinary Shares were allotted under the Company’s Offer for Subscription, raising net
funds of £4.81 million.
On 7 March 2023, a new investment of £0.25 million was made into Connect Earth Limited.
On 22 March 2023, a new investment of £0.50 million was made into Cognassist UK Limited.
On 24 March 2023, the company received £2.14 million for the sale of Tharstern Group Limited.
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Financial Statements
Notes to the Financial Statements for the year ended 31 December 2022
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Information for
Shareholders
Shareholder Information
Communication with Shareholders
We aim to communicate regularly with our Shareholders. The annual general meetings provide a useful platform for the Board to meet
Shareholders and exchange views and we are pleased to invite Shareholders to attend the joint Investment Adviser presentation with
Mobeus Income and Growth VCT plc and the Annual General Meeting to be held from 1.30 pm on 24 May 2023 to give you the
opportunity to meet the Directors and representatives of the Investment Adviser. The Company releases Interim Management
Statements in respect of those quarters where it does not publish half or full year accounts via the London Stock Exchange RNS
service. The Investment Adviser held its annual Shareholder event virtually on 23 March 2023. A recording is available via the
Company’s website.
Shareholders wishing to follow the Company’s progress can visit its website at www.mig4vct.co.uk. The website includes up-to-date
details on fund performance and dividends as well as publicly available information on the Company’s portfolio of investments and
copies of company reports. There is also a link to the London Stock Exchange’s website at: www.londonstockexchange.com, where
Shareholders can obtain details of the share price and latest NAV announcements, etc.
Financial calendar
23 March 2023 Virtual Shareholder Event (please register to view the recording which is available online at
https://mvcts.connectid.cloud/)
April 2023 Announcement of Annual Results and circulation to Shareholders of Annual Report & Financial Statements for
the year ended 31 December 2022
24 May 2023 Annual General Meeting
September 2023 Announcement of Half-Year Results and circulation of Half-Year Report for the six months ended 30 June
2023 to Shareholders
31 December 2023 Year-end
Gresham House website
Shareholders can check the performance of the Company by visiting the Investment Adviser’s website www.greshamhouse.com. This
is regularly updated with information on your investment including case studies of portfolio companies.
The website includes relevant Shareholder literature, including previous Annual and Half-Year Reports and the Company’s Key
Information Document (“KID”).
Annual General Meeting
The Company’s next Annual General Meeting will be held on Wednesday, 24 May 2023 at 2.30 pm at the offices of Shoosmiths
LLP, 1 Bow Churchyard, London, EC4M 9DQ. For those who are also shareholders of the Mobeus Income & Growth VCT plc, they will
hold their Annual General Meeting at 1.00 pm the same day. At 1.30 pm there will be a joint Investment Adviser presentation with a
light lunch followed by the Company’s AGM at 2.30 pm.
Shareholders will also be able to view the meeting remotely by registering for access to a web stream link which can be found on the
Company’s website at www.mig4vct.co.uk. Shareholders will be able to vote on a show of hands in person at the meeting and will
also be able to submit questions to the Board in advance of the meeting using the AGM@greshamhouse.com email address.
Shareholders attending virtually will not be able to vote at the meeting and therefore you are encouraged to lodge your proxy form,
which is included with Shareholders’ copies of this Annual Report, or on-line at www.signalshares.com before 22 May 2023 at 2.30
pm for your votes to be valid. A copy of the Notice of the Meeting is included on pages 79 to 81.
Dividends
Shareholders who wish to have dividends paid directly into their bank account, rather than sent by cheque to their registered
address, can complete a mandate for this purpose. Mandates can be obtained by contacting the Company’s Registrar, Link Group, at
the address given on page 83.
Shareholders are encouraged to ensure that the Registrar maintains up-to-date details for their account and to check whether they
have received all dividend payments. This is particularly important if a Shareholder has recently changed address or changed their
bank. We are aware that a number of dividends remain unclaimed by Shareholders and whilst we will endeavour to contact them if
this is the case, we cannot guarantee that we will be able to do so if the Registrar does not have an up-to-date postal or email
address.
Dividend Investment Scheme (“DIS”)
Those Shareholders who wish to participate, or to amend their existing participation in the DIS, can do so by visiting
www.mig4vct.co.uk and click the Dividends tab or by contacting the Registrar directly using the details on page 83. Please note that
Shareholders’ elections to participate or amendments to participation in the Scheme require 15 days to become effective.
Information for Shareholders
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Information for
Shareholders
Selling your shares
The Company’s Shares are listed on the London Stock Exchange and as such they can be sold in the same way as any other quoted
company through a stockbroker. Shareholders are also advised to discuss their individual tax position with their financial advisor
before deciding to sell their shares.
The Company is unable to buy back shares direct from Shareholders, so you will need to use a stockbroker to sell your shares. If you
are considering selling your shares or trading in the secondary market, please contact the Company’s Corporate Broker, Panmure
Gordon (UK) Limited (“Panmure”). Panmure is able to provide details of close periods (when the Company is prohibited from buying in
shares) and details of the price at which the Company has bought in shares.
Panmure can be contacted as follows:
Chris Lloyd - 0207 886 2716 chris.lloyd@panmure.com
Paul Nolan - 0207 886 2717 paul.nolan@panmure.com
Common Reporting Standard (“CRS”) and Foreign Account Tax Compliance Act (“FATCA”)
Tax legislation was introduced with effect from 1st January 2016 under the Organisation for Economic Co-operation and Development
Common Reporting Standard for Automatic Exchange of Financial Account Information. The legislation requires investment trust
companies to provide personal information to HMRC on certain investors who purchase shares. As an affected entity, the Company
has to provide information annually to HMRC relating to a number of non-UK based certificated Shareholders who are deemed to be
resident for tax purposes in any of the 90 plus countries who have joined CRS. All new Shareholders, excluding those whose shares
are held in CREST, entered onto the share register from 1 January 2016 will be asked to provide the relevant information. Additionally,
HMRC’s policy on FATCA now means that, as a result of the restricted secondary market in VCT shares, the Company’s shares are not
considered to be “regularly traded”. The Company is therefore also an affected entity for the purposes of this legislation and so has to
provide information annually to HMRC relating to Shareholders who are resident for tax purposes in the United States.
For further information, please see HMRC’s Quick Guide: Automatic Exchange of Information – information for account holders:
https://www.gov.uk/government /publications/exchange-of-information-account-holders.
Managing your shareholding online
For details on your individual shareholding and to manage your account online, Shareholders may log into or register with the Link
Group Shareholder Portal at: www.signalshares.com. You can use the Shareholder Portal to change and update your preferences
including changing your address details, check your holding balance and transactions, view the dividends you have received, add
and amend your bank details and manage how you receive communications from the Company.
Fraud Warning
Boiler Room fraud and unsolicited communications to Shareholders.
We have been made aware of a number of Shareholders being contacted in connection with sophisticated but fraudulent financial
scams which purport to come from the Company or to be authorised by it. This is often by a phone call or an email usually originating
from outside of the UK, often claiming or appearing to be from a corporate finance firm offering to buy your VCT shares at an inflated
price.
Further information on boiler room scams and fraud advice plus who to contact, can be found first in the answer to a question “What
should I do if I receive an unsolicited offer for my shares?” within the VCT Investor area of the Investment Adviser’s website in the
A Guide to VCTs section: www.mobeusvcts.co.uk and secondly, in a link to the FCA’s ScamSmart site: www.fca.org.uk/scamsmart
We strongly recommend that you seek financial advice before taking any action if you remain in any doubt. You can also contact the
Investment Adviser on 0207 382 0999, or email mobeusvcts@greshamhouse.com to check whether any claims made by a caller are
genuine.
Shareholders are also encouraged to ensure their personal data is always held securely and that data held by the Registrar of the
Company is up to date, to avoid cases of identity fraud.
Shareholder enquiries
For enquiries concerning the investment portfolio or the Company in general, please contact the Investment Adviser, Gresham House
Asset Management Limited. To contact the Chair or any member of the Board, please contact the Company Secretary, also Gresham
House, in the first instance.
The Registrar, Link Group, may be contacted via their Shareholder portal, post or telephone for queries relating to your shareholding
or dividend payments, dividend mandate forms, change of address etc.
Full contact details for each of Gresham House and Link Group are included under Corporate Information on page 83 of this Annual
Report.
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Information for
Shareholders
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Mobeus Income & Growth 4 VCT plc (“the Company”) will be held at
2.30 pm on Wednesday, 24 May 2023, at the offices of Shoosmiths LLP, 1 Bow Churchyard, London, EC4M 9DQ for the purposes
of considering and, if thought fit, passing the following resolutions of which resolutions 1 to 8 will be proposed as ordinary resolutions
and resolutions 9 and 10 will be proposed as special resolutions. An explanation of the main business to be proposed is included in
the Directors’ Report on pages 37 to 39 of this document:
1.
To receive and adopt the annual report and financial statements of the Company for the year ended 31 December 2022
(“Annual Report”), together with the auditor’s report thereon.
2. To approve the directors’ annual remuneration report as set out in the Annual Report.
3. To approve the remuneration policy as set out in the Annual Report.
4. To re-elect Graham Paterson as a director of the Company.
5. To re-elect Chris Burke as a director of the Company.
6. To elect Lindsay Dodsworth as a director of the Company.
7. To re-appoint BDO LLP of 55 Baker Street, London W1U 7EU, London, EC1A 4AB as auditor of the Company until the
conclusion of the next general meeting at which accounts are laid before the Company and to authorise the directors to
determine the remuneration of the auditor.
8. That, in substitution for any existing authorities, the directors of the Company be and hereby are generally and
unconditionally authorised pursuant to section 551 of the Companies Act 2006 (“the Act”) to exercise all the powers of the
Company to allot ordinary shares of 1 penny each in the capital of the Company (“Shares”) and to grant rights to subscribe
for, or convert, any security into Shares (“Rights”) up to an aggregate nominal value of £364,206, provided that the authority
conferred by this resolution shall (unless renewed, varied or revoked by the Company in general meeting) expire on the date
falling fifteen months after the passing of this resolution or, if earlier, at the conclusion of the annual general meeting of the
Company to be held in 2024, but so that this authority shall allow the Company to make before the expiry of this authority
offers or agreements which would or might require Shares to be allotted or Rights to be granted after such expiry and the
directors of the Company shall be entitled to allot Shares or grant Rights pursuant to any such offers or agreements as if the
authority conferred by this resolution had not expired.
9. That, subject to the passing of resolution 8 set out in this notice and in substitution for any existing authorities, the Directors
of the Company be and hereby are empowered in accordance with sections 570 and 573 of the Act to allot or make offers
or agreements to allot equity securities (as defined in section 560(1) of the Act) for cash, pursuant to the authority conferred
upon them by resolution 8 set out in this notice, or by way of a sale of t
reasury shares, as if section 561(1) of the Act did not
apply to any such sale or allotment, provided that the power conferred by this resolution shall be limited to the allotment of
equity securities:
(i) with an aggregate nominal value of up to, but not exceeding, £110,366, in connection with offer(s) for subscription; and
(ii) with an aggregate nominal value of up to, but not exceeding, 10% of the issued share capital of the Company from time
to time pursuant to any dividend investment scheme operated by the Company; and
(iii) otherwise than pursuant to sub-paragraph (i) and (ii) above, with an aggregate nominal value of up to, but not
exceeding, 10% of the issued share capital of the Company from time to time;
in each case where the proceeds of the allotment may be used, in whole or in part, to purchase the Company’s Shares in the
market and provided that this authority shall (unless renewed, varied or revoked by the Company in general meeting) expire on
the date falling fifteen months after the passing of this resolution or, if earlier, on the conclusion of the annual general meeting of
the Company to be held in 2024, except that the Company may, before the expiry of this authority, make offers or agreements
which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity
securities in pursuance of such offers or agreements as if the power conferred by this resolution had not expired.
10. That, in substitution for any existing authorities, the Company be and hereby is authorised pursuant to and accordance with
section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of its own Shares
provided that:
(i) the a
ggregate number of Shares which may be purchased shall not exceed 16,543,794 or, if lower, such number of
Shares (rounded down to the nearest whole Share) as shall equal 14.99% of the Shares in issue at the date of passing of
this resolution;
(ii) the minimum price which may be paid for a Share is 1 penny (the nominal value thereof);
(iii) the maximum price which may be paid for a Share (excluding expenses) shall be the higher of (a) an amount equal to 5%
above the average of the middl
e market quotations for a Share in the Company taken from the London Stock Exchange
Daily Official List for the five business days immediately preceding the day on which the Share is contracted to be
purchased and (b) the amount stipulated by Article 5(6) of the Market Abuse Regulation (EU) 596/2014 (as such Regulation
forms part of the UK law and as amended);
Notice of the Annual General Meeting
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Information for
Shareholders
Notice of the Annual General Meeting
(iv) the authority conferred by this resolution shall (unless renewed, varied or revoked by the Company in general meeting)
expire on the date falling fifteen months after the passing of this resolution or, if earlier, on the conclusion of the annual
general meeting of the Company to be held in 2024; and
(v) the Company may make a contract or contracts to purchase its own Shares under the authority hereby conferred prior
to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may
make a purchase of its own Shares in pursuance of any such contract.
BY ORDER OF THE BOARD
Registered Office:
Gresham House Asset Management Limited
5 New Street Square Company Secretary
London Dated: 5 April 2023
EC4A 3TW
Notes:
The following Notes explain your general rights as a Shareholder and your right to attend and vote at this Meeting or to appoint someone else to
vote on your behalf.
1. A member is entitled to attend, speak and vote at the Meeting in person or to appoint one or more other persons as their proxy to exercise
all or any of his rights on his behalf. Further details of how to appoint a proxy, and the rights of proxies, are given in the Notes below. Where
a member intends to join the Meeting by means of the webcast, they shall be permitted to ask questions at the Meeting but shall not be
entitled to vote on resolutions at the Meeting (and are, therefore, encouraged to submit their votes by way of proxy). Note 16 of the Notice
will apply to those who join the meeting (which would be in attendance only) by means of the webcast.
2. To be entitled to attend the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast) and to
be able to lodge your proxy votes, Shareholders must be registered in the Register of Members of the Company at close of trading on
22May 2023. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person
to attend the Meeting and/or webcast and vote by proxy.
3. In order for a proxy appointment to be valid it must be received by Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL by
2.30pm on 22 May 2023.
4. A Shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights
attached to a different ordinary share or ordinary shares held by that Shareholder. A proxy need not be a Shareholder of the Company.
5. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the
most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s
Register of Members in respect of the joint holding (the first named being the most senior).
6. A form of proxy for use in connection with the Meeting is enclosed with the document of which this Notice forms part. If you do not have a
form of proxy and would like a copy, please contact the Company’s registrar, Link Group at 10th Floor Central Square, 29 Wellington Street,
Leeds LS1 4DL (“Registrar”), or on 0371 664 0391. Completion and return of a form of proxy form will not legally prevent a Shareholder from
attending and voting at the Meeting in person, or from joining the Meeting (which would be as an attendee only) by means of the webcast.
The Company requests all Shareholders to vote by proxy on the resolutions set out in this Notice as soon as possible.
7. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If
no voting indication is given, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as
they think fit in relation to any other matter which is put before the Meeting.
8. You can also vote either:
●● by logging on to www.signalshares.com and following the instructions.
●● if you need help with voting online, please contact our Registrar, Link Group, on 0371 664 0391 if calling from the UK, or +44 (0) 371
664 0391 if calling from outside of the UK, or email Link at shareholderenquiries@linkgroup.co.uk.
●● in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set
out below.
We strongly recommend voting electronically at www.signalshares.com as your vote will automatically be counted. Given the current
situation, with many people working from home and delays in the postal system, there is a risk that your vote may not be counted if you
send a paper proxy.
9. If you return more than one proxy appointment, the appointment received last by the Registrar before the latest time for the receipt of
proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are
open to all Shareholders and those who use them will not be disadvantaged.
10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting
(and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com/site/ public/
EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s),
should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
11. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a ‘CREST Proxy
Instruction’) must be properly authenticated in accordance with Euroclear UK & International Limited’s specifications and must contain the
information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the
issuer’s agent (ID RA10) by 2.30 pm on 22 May 2023. For this purpose, the time of receipt will be taken to mean the time (as determined by
the timestamp applied to the message by the CREST application host) from which the issuer’s agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
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Information for
Shareholders
12. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International
Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will,
therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that their
CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of
the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting
system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system
and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
13. Any corporation which is a Shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers
as a Shareholder provided that no more than one corporate representative exercises powers in relation to the same shares.
14. As at 4 April 2023 (being the latest practicable business day prior to the publication of this Notice), the Company’s ordinary issued share
capital consists of 110,365,539 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 4 April 2023
are 110,365,539.
15. Under Section 527 of the Companies Act 2006, Shareholders meeting the threshold requirements set out in that section have the right to
require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s Financial
Statements (including the Auditor’s Report and the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstances
connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual Financial Statements and
reports were laid in accordance with Section 437 of the Companies Act 2006 (in each case) that the Shareholders propose to raise at the
relevant meeting. The Company may not require the Shareholders requesting any such website publication to pay its expenses in
complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under
Section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the
statement available on the website. The business which may be dealt with at the Meeting for the relevant financial year includes any
statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
16. Any Shareholder attending the Meeting has the right to ask questions. Any Shareholder may submit questions in relation to the business to
be transacted at the Meeting via email to: AGM@greshamhouse.com by 22 May 2023. The Company must cause to be answered any such
question relating to the business being dealt with at the Meeting but no such answer need be given if: (a) to do so would interfere unduly
with the preparation for the Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a
website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the Meeting that
the question be answered.
17. Copies of the directors’ letters of appointment will be available for inspection at the Company’s trading office during normal business hours
on any weekday (excluding Saturdays, Sundays and public holidays) until the end of the Meeting and will also be available for inspection at
the place of the Meeting for at least 15 minutes before and during the Meeting.
18. You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in either this Notice or
any related documents to communicate with the Company for any purposes other than those expressly stated.
A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found on the Company’s website at
www.mig4vct.co.uk.
82
Mobeus Income & Growth 4 VCT plc Annual Report & Financial Statements 2022
Information for
Shareholders
Glossary of terms
Alternative performance measure (“APM”)
A financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure
defined or specified in the Company’s financial reporting framework. These APMs tend to be industry specific terms which help
Shareholders to understand and assess the Company’s progress. A number of terms contained within this Glossary have been
identified as APMs.
Cumulative dividends paid (APM)
The total amount of dividend distributions by the Company over the time period specified. A list of all dividends paid since launch of
the Company is shown on the Company’s website www.mig4vct.co.uk. Dividends paid in the year and dividends paid in respect of
the year are shown in Note 7.
Cumulative total return (APM)
Cumulative total return per share comprises the NAV per share (NAV basis) or the mid-market price per share (Share price basis), plus
cumulative dividends paid since launch in 1999.
Internal Rate of Return (“IRR”)
The internal rate of return is the annual discount rate that equates the original investment cost with the value of subsequent cash
flows (such as receipts/dividends or further investment) and the latest valuation/exit proceeds or net asset value. Generally speaking,
the higher an investment’s IRR, the more successful it is.
Net asset value or NAV
The value of the Company’s total assets less its total liabilities. It is equal to the total equity Shareholders’ funds.
Net asset value per share or NAV per share
The net asset value per share is calculated as total equity Shareholders’ funds divided by the number of Ordinary shares in issue at
the year-end.
NAV Total Return (APM)
This measure combines two types of returns received by Shareholders. Firstly, as income in the form of dividends and secondly, as
capital movements (net asset value) of the value of the Company.
It is a performance measure that adjusts for dividends that have been paid in a period or year. This allows Shareholders to assess the
returns they have received both in terms of the performance of the Company but also including dividends they have received from
the Company which no longer form part of the Company’s assets.
It is calculated as the percentage return achieved after taking the closing NAV per share and adding dividends paid in the year and
dividing the total by the opening NAV per share. The Directors feel that this is the most meaningful method for Shareholders to assess
the performance of the Company.
To aid comparison with the wider Investment Trust market, the Annual Report also contains a Total Return performance measure
which assumes dividends are reinvested. This assumes that dividends paid are reinvested at the date of payment at a price
equivalent to the latest announced NAV at the ex-div date. Where this is referred to it will be specified in the Notes.
Ongoing charges ratio (APM)
This figure, calculated using the AIC recommended methodology, shows Shareholders the annual percentage reduction in
shareholder returns as a result of recurring operational expenses, assuming markets remain static and the portfolio is not traded.
Although the Ongoing Charges figure primarily is based upon historic information, it provides Shareholders with an indication of the
likely level of costs that will be incurred in managing the Company in the future. This is calculated by dividing the Investment Adviser’s
fees of £1,881,009 and running costs of £570,258 (per Notes 4a and 4d on pages 61 and 62), the latter being reduced by IFA trail
commission and one-off professional fees, by the average net assets throughout the year of £85,580,019.
Realised gains/(losses) in the year
This is the profit or loss that arises following the full or partial disposal of a holding in a portfolio company. It is calculated by deducting
the value of the holding as at the previous year-end from the proceeds received in respect of such disposal.
Share price Total Return (APM)
As NAV Total Return, but the Company’s mid-market share price (source: Panmure Gordon & Co) is used in place of NAV. This
measure more reflects the actual return a Shareholder will have earned, were they to sell their shares at the year/period’s end date. It
includes the impact of any discounts or premiums at which the share price trades compared to the underlying net asset value of the
Company. If the shares trade at a discount, the returns could be less than the NAV Total Return, but if trading at a premium, returns
could be higher than the NAV Total Return.
83
Annual Report & Financial Statements 2022
Mobeus Income & Growth 4 VCT plc
Corporate Information
Directors (Non-executive)
Jonathan Cartwright (Chair)
Chris Burke
Lindsay Dodsworth
Graham Paterson
Investment Adviser, Company Secretary and Administrator
Gresham House Asset Management Limited
80 Cheapside
London
EC2V 6EE
Tel: +44(0) 20 7382 0999
info@greshamhouse.com
www.greshamhouse.com
Company’s Registered Office and Head Office
5 New Street Square
London
EC4A 3TW
Company Registration Number
03707697
Legal Entity Identifier:
213800IFNJ65R8AQW943
Website
www.mig4vct.co.uk
E-mail
mobeusvcts@greshamhouse.com
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Receiving Agent
City Partnership
The Mending Rooms
Park Valley Mills
Meltham Road
Huddersfield
HD4 7BH
Sponsor
Howard Kennedy Corporate Services LLP
1 London Bridge Walk
London
W1A 2AW
Solicitors
Shakespeare Martineau LLP
60 Gracechurch Street
London
EC3V 0HR
Corporate Broker
Panmure Gordon (UK) Limited
40 Gracechurch Street
London
EC3V 0BT
Registrar
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
VCT Status Adviser
Philip Hare & Associates LLP
6 Snow Hill
London
EC1A 2AY
Shareholder Portal:
www.signalshares.com
Tel: +44 (0) 371 644 0324
Bankers
National Westminster Bank plc
City of London Office
PO Box 12258
1 Princes Street
London
EC2R 8PA
Information for
Shareholders
Mobeus Income & Growth 4 VCT plc