Registration Form • Oct 1, 2024
Registration Form
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This document constitutes a registration document (the Registration Document) issued by Maven Income and Growth VCT PLC (Maven VCT 1), Maven Income and Growth VCT 3 PLC (Maven VCT 3), Maven Income and Growth VCT 4 PLC (Maven VCT 4) and Maven Income and Growth VCT 5 PLC (Maven VCT 5) (together the Maven VCTs and each a Maven VCT). Additional information relating to the Maven VCTs is contained in a securities note issued by the Maven VCTs (the Securities Note). This Registration Document, the Securities Note and a summary (the Summary) have been prepared in accordance with the Prospectus Regulation Rules under the FSMA and have been approved by the Financial Conduct Authority (FCA) as the competent authority under the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the UK Prospectus Regulation) and constitute a prospectus issued by the Maven VCTs dated 27 September 2024 (the Prospectus). The FCA only approves this Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the issuers that are the subject of this Registration Document. The Prospectus has been drawn up as part of a simplified prospectus in accordance with article 14 of the UK Prospectus Regulation. You are advised to read the Prospectus in full.
This document has been prepared for the purposes of complying with the UK Prospectus Regulation, English law and the Prospectus Regulation Rules and the information disclosed may not be the same as that which would be disclosed if this document had been prepared in accordance with the laws of a jurisdiction outside England.
The Maven VCTs and the Directors (whose names are set out on page 86) accept responsibility for the information contained in this document. To the best of the knowledge of the Maven VCTs and the Directors the information contained in the document is in accordance with the facts and the document makes no omission likely to affect its import.
The contents of this document and the information incorporated herein by reference should not be construed as legal, business or tax advice. Neither the Maven VCTs nor any of their Directors or representatives are making any representation to any offeree or purchaser or acquirer of the New Shares regarding the legality of an investment in the New Shares by such offeree or purchaser or acquirer under the laws applicable to such offeree or purchaser or acquirer.
Your attention is drawn to the risk factors set out on pages 3 and 4 of this document. Prospective investors should read the whole text of this document and should be aware that an investment in the Maven VCTs involves a high degree of risk and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. All statements regarding each Maven VCT's business, financial position and prospects should be viewed in light of such risk factors.
| MAVEN INCOME AND GROWTH VCT PLC | MAVEN INCOME AND GROWTH VCT 3 PLC |
|---|---|
| (registered in England and Wales | (registered in England and Wales |
| with registered number 03908220) | with registered number 04283350) |
| MAVEN INCOME AND GROWTH VCT 4 PLC | MAVEN INCOME AND GROWTH VCT 5 PLC |
| (registered in Scotland | (registered in England and Wales |
Each Maven VCT's existing Shares are listed on the Official List of the FCA and traded on the London Stock Exchange's Main Market for listed securities.
Howard Kennedy Corporate Services LLP (Howard Kennedy), which is authorised and regulated in the United Kingdom for the conduct of investment business by the FCA, is acting as sponsor exclusively for the Maven VCTs and for no one else in connection with the Offers, and, subject to the responsibilities and liabilities imposed by the FSMA or the regulatory regime established thereunder, will not be responsible to any person other than the Maven VCTs for providing the protections afforded to customers of Howard Kennedy or for providing advice to them in relation to the Offers. Howard Kennedy is not making any representation or warranty, express or implied, as to the contents of this document.
Subject to the FSMA, the Prospectus Regulation Rules and applicable laws, the delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Maven VCTs since the date of this document or that the information in this document is correct as at any time after this date.
Copies of this Registration Document, the Securities Note and the Summary (and any supplementary prospectus published by the Maven VCTs) are available free of charge from the offices of the Manager, Maven Capital Partners UK LLP, Kintyre House, 205 West George Street, Glasgow G2 2LW, and on each Maven VCT's webpage at: mavencp.com/migvct, mavencp.com/migvct3, mavencp.com/migvct4 and mavencp.com/migvct5.
None of the Shares have been, nor will the New Shares be, registered in the United States under the United States Securities Act of 1933, as amended, (the Securities Act) or under the securities laws of Canada, Australia, Japan or South Africa (each a Restricted Territory) and they may not be offered or sold directly or indirectly within the United States or any of the Restricted Territories or to, or for the account or benefit of, US Persons (as defined in Regulation S made under the Securities Act) or any national, citizen or resident of the United States or any of the Restricted Territories. No offer of New Shares has been, nor will be, made, directly or indirectly, in or into the United States or any of the Restricted Territories or in any other jurisdiction where to do so would be unlawful. In particular, prospective shareholders who are resident in the United States or any Restricted Territory should note that this document is being sent for information purposes only.
The distribution of this document in jurisdictions other than the UK may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves about and observe any of these restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities law of any such jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this document should read the paragraph entitled "Overseas Investors'' on page 77 of this document before taking any action.
YOUR ATTENTION IS DRAWN TO THE RISK FACTORS ON PAGES 3 AND 4. AN INVESTMENT IN THE NEW SHARES IS ONLY SUITABLE FOR INVESTORS WHO ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF SUCH AN INVESTMENT AND HAVE SUFFICIENT RESOURCES TO BEAR ANY LOSS THAT MAY ARISE.
| Risk Factors | 3 |
|---|---|
| Part 1: The Directors and the Manager | 5 |
| Part 2: Investment Policies of the Maven VCTs | 19 |
| Part 3: Financial Information on the Maven VCTs | 21 |
| Part 4: Portfolio Information of the Maven VCTs | 26 |
| Part 5: General Information | 45 |
| Section A: Maven VCT 1 – General Information | 45 |
| Section B: Maven VCT 3 – General Information | 51 |
| Section C: Maven VCT 4 – General Information | 57 |
| Section D: Maven VCT 5 – General Information | 63 |
| Section E: General Information on the Maven VCTs | 69 |
| Part 6: Tax Position for Investors | 79 |
| Part 7: Definitions | 81 |
| Contact Information | 86 |
The following are those risk factors which are material to each Maven VCT and of which each Maven VCT's respective Directors are aware. Material risk factors relating to the New Shares are contained in the Securities Note. Additional factors that are not presently known to the Directors, or that the Directors currently deem immaterial, may also have an effect on the business, financial condition or results of operations of the relevant Maven VCT.
• The ability of each Maven VCT to implement its investment policy and achieve its investment objective is dependent on the performance and expertise of the Manager, in the acquisition, management and disposal of investments, as well as its ability to attract and retain sufficient and suitably qualified members of staff. Each Board has broad discretion to monitor the performance of the Manager and has the power to appoint a replacement, but there can be no guarantee that a suitable replacement would be found. The Manager's performance or that of any replacement cannot be guaranteed and may have an adverse effect on the performance of the Maven VCTs.
held their New Shares in that VCT for five or more years, the income tax relief obtained on the amount subscribed in that VCT will have to be repaid by such investors. In addition, any dividends paid during the financial year in which VCT status is lost are taxable, though dividends paid in previous financial years will not become taxable.
• Should income tax relief no longer be available on new subscriptions this would likely reduce the Company's ability to raise further funds which may mean it is no longer able to make new investments and which may also make it difficult for the Company to support its portfolio companies through further investment which could result in a dilution of the Company's shareholding if other investors invest in these companies and/or constrain the growth of such companies and/or cause those companies to fail due to lack of needed funds.
The Directors of each Maven VCT are responsible for the determination of that Maven VCT's investment objective and policy and have overall responsibility for its activities, including the review of investment activity and performance. The Directors of each Maven VCT, together with the Manager, are determined to maintain the VCT status of each Maven VCT and, in this regard, recognise its critical importance to existing and potential Shareholders of that Maven VCT. Each Board has put in place procedures designed to ensure that VCT status is maintained and monitored closely through the provision of regular reports from the Manager on the status of the Maven VCT against the various tests that it must meet in order to maintain its VCT status.
The Directors are all non-executive and (other than Bill Nixon) are all independent of the Manager, and each Board has relevant experience of similar investment funds, regulatory organisations, corporate governance of listed companies, the private equity industry and/or investee companies. Each Board is also responsible for ensuring that its respective Maven VCT is managed so that risks to its profits and assets are minimised. They have each established an ongoing formal process to ensure that risk exposure is reviewed regularly. As part of this regular review, each Board tests market service providers in order to improve both service standards and value for money. Save in respect of Bill Nixon (who is a director of Maven VCT 3 and Maven VCT 4 and Managing Partner of the Manager and is, therefore, interested in those contracts with Maven VCT 3 and Maven VCT 4 referred to in paragraph 4 in Sections B and C in Part 5 of this document), there are no potential conflicts of interest between any duties owed to any of the Maven VCTs by its Directors and their private interests and/or their other duties.
The Listing Rules require listed companies, such as the Maven VCTs, to include in their annual report a statement of how they apply the principles of good corporate governance as set out in the UK Corporate Governance Code (the Code) and whether or not they have complied with the best practice provisions set out in the Code throughout their respective latest accounting period. Where any of the provisions have not been complied with, the relevant Maven VCT must state the provisions in question, the period within which noncompliance occurred and the reasons for non-compliance.
Each Maven VCT is a member of the Association of Investment Companies (AIC). All of the Boards have considered the principles and provisions (as relevant) of the AIC Code of Corporate Governance (the AIC Code). The AIC Code addresses all the principles and provisions set out in the Code, as well as setting out additional provisions on issues that are of specific relevance to investment companies and their activities. Each of the Boards considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the Financial Reporting Council, provides more relevant information to Shareholders, and that this endorsement means that by reporting against the AIC Code the relevant Company is meeting its obligations under the Code and the associated disclosure requirements of the Listing Rules (and as such does not need to report further on issues contained in the Code that are not relevant to it). Such issues include:
For the financial year ended 29 February 2024, and up to the date of this document, Maven VCT 1 has complied fully with the main principles of the AIC Code, except where noted under the heading "Corporate Governance" in section 1 below.
For the financial year ended 30 November 2023, and as at the date of this document, Maven VCT 3 has complied fully with the main principles of the AIC Code, except where noted under the heading "Corporate Governance" in section 2 below.
For the financial year ended 31 December 2023, and as at the date of this document, Maven VCT 4 has complied fully with the main principles of the AIC Code, except where noted under the heading "Corporate Governance" in section 3 below.
For the financial year ended 30 November 2023, and up to the date of this document, Maven VCT 5 has complied fully with the main principles of the AIC Code, except where noted under the heading "Corporate Governance" in section 4 below.
John has extensive experience in the information technology and financial sectors and was formerly a director and chief executive of Druid Group plc, a FTSE 250 company that was acquired by Xansa plc in March 2000. He is currently executive chair of DiffusionData Limited (formerly Push Technology Limited and a current portfolio company) and is a former non-executive director of Electric & General Investment Trust PLC. John is also a director of Synergie Global Limited and Lightsong Media Group Limited.
Alison is an experienced entrepreneur and non-executive director, with significant expertise in strategy development and implementation for both large and small organisations, having worked as a strategy consultant at McKinsey & Company and having been a former COO at IP Group plc. She is currently a non-executive director and chair of the remuneration committee at Nanoco Group PLC. Alison is also a non-executive director of Thomas Swan & Co. Limited and served previously as a Trustee at the Carnegie Trust for the Universities of Scotland.
Andrew is co-owner of AHV Associates LLP, a boutique investment bank formed in 2001, and works alongside management teams and shareholders across many sectors to advise on transactions such as the purchase or sale of companies and capital raising. He was previously founder and chief executive of Nextcall Telecom, a business backed by venture and private investor capital, before which he was managing director at Salomon Brothers, where he advised on investment, initial public offerings, secondary public market offerings and mergers & acquisitions.
The Maven VCT 1 Directors are currently, or have been within the last five years immediately prior to the date of this document, members of the administrative, management or supervisory bodies or partners of the entities specified below:
John Pocock Current directorships/partnerships DIFFUSION DATA LIMITED LIGHTSONG MEDIA GROUP LIMITED MAVEN INCOME AND GROWTH VCT PLC SYNERGIE GLOBAL LTD SYNVEST LIMITED THE SHERBORNE SCHOOL FOUNDATION ZZIP LIMITED
Alison Fielding Current directorships/partnerships MAVEN INCOME AND GROWTH VCT PLC NANOCO GROUP PLC THOMAS SWAN & CO. LIMITED THOMAS SWAN HOLDINGS LIMITED
Andrew Harrington Current directorships/partnerships AHV ASSOCIATES LLP AHV CORPORATE FINANCE LIMITED MAVEN INCOME AND GROWTH VCT PLC SUSAN HARRINGTON NY PROPERTY LLP
*See paragraph below on position relating to Castlegate High Park Limited.
CASTLEGATE HIGH PARK LIMITED (DISSOLVED)* COGNITO IQ LIMITED COGNITO LIMITED
ELECTRIC & GENERAL INVESTMENT FUND YOUNG BRITISH-ENTREPRENEUR LTD
Past directorships/partnerships (five years)
Past directorships/partnerships (five years) CARNEGIE TRUST FOR THE UNIVERSITIES OF SCOTLAND GETECH GROUP PLC PERACHEM LIMITED QUEEN MARY INNOVATION LIMITED QUEEN MARY BIOENTERPRISES LIMITED ROYAL VOLUNTARY SERVICE ZOTEFOAMS PLC
Past directorships/partnerships (five years) POLICY PEOPLE'S VOTE LTD SUSAN HARRINGTON PROPERTY LIMITED
None of the Maven VCT 1 Directors in the five years prior to the date of this document:
There are certain areas of the Code with which Maven VCT 1 does not specifically comply and which the AIC does not consider relevant to VCTs.
x Provision 33 (executive remuneration).
As permitted by the AIC Code, Maven VCT 1 does not report further on the above provisions.
The Maven VCT 1 Board is of the opinion that Maven VCT 1 has complied fully with the main principles identified in the AIC Code, except as set out below:
x Provision 14 (senior independent director).
A senior independent non-executive director has not been appointed, as the Board considers that each Director has different qualities and areas of expertise on which they may lead.
The Maven VCT 1 Board currently consists of three directors, following the retirement of Arthur MacMillan from the Maven VCT 1 Board at the Maven VCT 1 2024 AGM. All of the directors are non-executive and considered to be independent of the Manager and free of any relationship that could materially interfere with the exercise of their independent judgement. The Maven VCT 1 Board has delegated certain responsibilities and functions to the Audit Committee, the Management Engagement Committee, the Nomination Committee, the Remuneration Committee and the Risk Committee. Each committee is comprised of the full Maven VCT 1 Board.
Andrew Harrington is chair of the Audit and Risk Committees, which operate within clearly defined terms of reference. The Audit Committee examines the annual and half yearly reports and financial statements and, when considering the annual reports, reviews the scope of the audit and the auditor's report to the Maven VCT 1 Board. Maven VCT 1 also reviews its approach for governing and controlling the provision of non-audit services by the external auditor, so as to safeguard its independence and objectivity.
Maven VCT 1 Shareholders are asked to approve the re-appointment, and the Maven VCT 1 Directors' authority to fix the remuneration, of the auditor, at each annual general meeting. Any non-audit work requires the specific approval of the Audit Committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited. The Audit Committee considers the external auditor to be independent of Maven VCT 1. The Risk Committee reviews Maven VCT 1's risk management systems, which allow Maven VCT 1 to identify, measure, manage and monitor all risks on a continuous basis. At least one meeting of the Audit and Risk Committees are held each quarter and further at such times as required by the Maven VCT 1 Board.
The Management Engagement committee is chaired by John Pocock and, on an annual basis, reviews the management contract with the Manager.
John Pocock is also chair of the Nomination Committee, which makes recommendations to the Maven VCT 1 Board on matters including the evaluation of the performance of the Maven VCT 1 Board and its committees, succession planning and the identification and nomination of candidates to fill Maven VCT 1 Board vacancies, as and when they arise, for the approval of the Maven VCT 1 Board. The performance of the Maven VCT 1 Board, committees and individual Maven VCT 1 Directors is evaluated through an assessment process, led by the chair of Maven VCT 1 and the performance of the chair is evaluated by the other Maven VCT 1 Directors.
Since Maven VCT 1 is a venture capital trust and only has non-executive directors, the Code principles relating to directors' remuneration do not apply (the relevant AIC Code principles are applied instead). Maven VCT 1 has a Remuneration Committee, which is chaired by Alison Fielding. The level of remuneration for the Maven VCT 1 Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of Maven VCT 1.
Keith is a Fellow of The Institute of Chartered Accountants in England and Wales. He is a partner at Alantra Corporate Finance, formerly Catalyst Corporate Finance, which he founded in 1998 along with two others and where he leads the industrial sectors team in the UK. For over twenty years he played a major role in the growth of Catalyst and in September 2017 the business was sold to Alantra Group, the Spanish listed mid-market investment bank. Prior to establishing Catalyst, Keith spent thirteen years at the predecessor firms of PwC and Deloitte, including a three-year period in the Far East, operating out of Hong Kong.
Bill is managing partner of Maven and has 40 years' experience in banking and private equity. He is a Fellow of the Chartered Institute of Bankers in Scotland and obtained an MBA from Strathclyde University in 1996. In the 1990s, Bill was head of the private equity business at Clydesdale Bank plc, then a subsidiary of National Australia Bank, before joining Aberdeen Asset Management PLC (Aberdeen) in 1999. In 2004, he was appointed as principal fund manager to all Aberdeen managed VCTs. In 2009, Bill and his senior colleagues led a management buy-out from Aberdeen to form Maven.
David is a legally qualified corporate finance practitioner with significant experience in equity investment, M&A, VCTs and AIM. He is currently an executive director of Aridhia Informatics Limited, a private equity backed technology company. He was formerly a partner of, and is now a consultant with, Davidson Chalmers Stewart LLP, a commercial law firm based in Scotland. Prior to this, David was a partner with law firms Biggart Baillie LLP and Brodies LLP.
David has over thirty five years' experience working for major banks, a care home group, a specialist transport consultancy, private equity houses and advising entrepreneurs. He has served on, led and advised boards ranging from start up to £120 million turnover in the care, aviation, software and agriculture sectors. David is currently a non-executive director of Astuta Limited, a buy and build software business specialising in regulatory technology. He also provides finance, strategy and related advisory services to a portfolio of SME clients. David has an MBA, a Diploma in Marketing from the Chartered Institute of Marketing, a Master's Degree in Transport Economics and a Bachelor's Degree in Business Studies and Economics.
The Maven VCT 3 Directors are currently, or have been within the last five years immediately prior to the date of this document, members of the administrative, management or supervisory bodies or partners of the entities specified below:
Current directorships/partnerships ALANTRA CORPORATE FINANCE LLP CATALYST CORPORATE FINANCE (UK) LLP CHERRY STREET INVESTMENT PARTNERSHIP CHERWELL FILMS LLP MAVEN INCOME AND GROWTH VCT 3 PLC SWALE FILMS LLP
Current directorships/partnerships ARIDHIA INFORMATICS LIMITED INNOVATUS TECHNOLOGIES LIMITED MAIDSAFE.NET LIMITED MAVEN INCOME AND GROWTH VCT 3 PLC TOBAR ADVISORY LIMITED
Current directorships/partnerships CUSTODIAN CAPITAL LIMITED DAERVEN BARROW LLP DVEST NOMINEES LIMITED FINANCE DURHAM GP LIMITED GMLF GP LIMITED LINCOLN PRIVATE INVESTMENT OFFICE LLP MAVEN CAPITAL (CARDIFF) LP MAVEN CAPITAL CARDIFF TRUSTEE LIMITED MAVEN CAPITAL (DOUGLAS HOUSE) LIMITED PARTNERSHIP MAVEN CAPITAL GCM LIMITED MAVEN CAPITAL (INVERNESS) LP MAVEN CAPITAL INVESTMENTS LIMITED MAVEN CAPITAL (LLANDUDNO) LLP MAVEN CAPITAL SECURITY TRUSTEE LIMITED MAVEN CAPITAL (SHIRE HALL DURHAM) LP MAVEN CAPITAL (TELFER HOUSE) LLP MAVEN CO-INVEST CI B1 LLP MAVEN CO-INVEST ENERGY A2 LP MAVEN CO-INVEST GP LIMITED MAVEN CO-INVEST ILLUME LP MAVEN CO-INVEST NETWORK LP MAVEN CO-INVEST PRECURSIVE LP MAVEN CO-INVEST PROOF LP MAVEN CO-INVEST PURA LP MAVEN CO-INVEST SPORT A1 LP MAVEN EXECUTIVE INVESTMENTS LLP MAVEN GMLF CI LLP MAVEN GPCO 1 LIMITED MAVEN GPCO 2 LIMITED MAVEN INCOME AND GROWTH VCT 3 PLC MAVEN INCOME AND GROWTH VCT 4 PLC MAVEN MEIF (EM) CIP LLP MAVEN MEIF (EM) GP (ONE) LIMITED MAVEN MEIF (WM) CIP LLP MAVEN MEIF (WM) GP (ONE) LIMITED MAVEN MIPCI LLP MAVEN NEDF GP LIMITED MAVEN NEDF CI LLP MAVEN NOMINEE LIMITED MAVEN PROPERTY CI LLP
Past directorships/partnerships (five years) CF UK SOLVENT REALISATIONS LIMITED (DISSOLVED)**
AVANTI SYSTEMS LTD BIODATA FLOW CIC (DISSOLVED) DAVIDSON CHALMERS STEWART LLP KERGAN STEWART LLP WALLACE ALLAN LIMITED
Past directorships/partnerships (five years) CARDONESS CAPITAL LIMITED (DISSOLVED)*** CFE A FP GENERAL PARTNER LIMITED (DISSOLVED)** CFE A GENERAL PARTNER LIMITED (DISSOLVED)** CONSTANT PROGRESS LIMITED (DISSOLVED)*** DALGLEN (NO. 1030) LIMITED (IN LIQUDIATION) DALGLEN (NO. 1148) LIMITED (DISSOLVED)*** FINANCE DURHAM LP FIREBALL BLUE HOLDINGS LIMITED KELVINLEA LIMITED (DISSOLVED)*** LINNFIELD INVESTMENT LIMITED (DISSOLVED)** MAVEN CAPITAL PARTNERS UK LLP MAVEN INCOME AND GROWTH VCT 2 PLC (DISSOLVED)*** MAVEN INCOME AND GROWTH VCT 6 PLC (DISSOLVED) MAVEN MEIF (EM) GP LIMITED (DISSOLVED)** MAVEN MEIF (WM) GP LIMITED (DISSOLVED)** MORIOND LIMITED (DISSOLVED)*** NPIF NW EQUITY (CI) LIMITED (DISSOLVED)** VC RETAIL LIMITED VECTIS TECHNOLOGY LIMITED (DISSOLVED)***
MAVEN PROPERTY INVESTMENTS LIMITED MAVEN SLF CI LLP MAVEN SLF FP LIMITED MAVEN SWIF EQUITY GP LIMITED MEINOM LIMITED NPIF NW EQUITY CARRIED INTEREST LLP NPIF NW EQUITY (GP) LIMITED SLF GP LIMITED
David Priseman Current directorships/partnerships ASTUTA LTD TUMBLEBUG LTD MAVEN INCOME AND GROWTH VCT 3 PLC
Past directorships/partnerships (five years) MILBOTIX LTD QUANTUM CARE LTD QUANTUM CARE DEVELOPMENTS LTD
* The company was placed into members' voluntary (solvent) liquidation.
** Voluntarily struck off the Register of Companies at Companies House. *** The company was dissolved after being placed into members' voluntary (solvent) liquidation.
None of the Maven VCT 3 Directors in the five years prior to the date of this document:
There are certain areas of the Code with which Maven VCT 3 does not specifically comply and which the AIC does not consider relevant to VCTs.
As permitted by the AIC Code, Maven VCT 3 does not report further on the above provisions.
The Maven VCT 3 Board is of the opinion that Maven VCT 3 has complied fully with the main principles identified in the AIC Code, except as set out below:
x Provision 14 (senior independent director).
A senior independent non-executive director has not been appointed, as the Board considers that each Director has different qualities and areas of expertise on which they may lead.
Keith Pickering was appointed as chair, in place of Atul Devani, who retired from the Board and did not stand for re-election at the 2024 AGM. David Priseman was appointed as a Director on 1 February 2024 and the Maven VCT 3 Board, therefore, currently consists of four non-executive directors. All of the Maven VCT 3 Directors, with the exception of Bill Nixon, are considered to be independent of the Manager and free of any relationship that could materially interfere with the exercise of their independent judgement. Bill Nixon is the managing partner of Maven and as such is not considered to be independent. The Maven VCT 3 Board has delegated certain responsibilities and functions to the Audit & Risk Committee, the Management Engagement Committee, the Nomination Committee and the Remuneration Committee.
David Priseman is chair of the Audit & Risk Committee, which operates within clearly defined terms of reference. The committee examines the annual and half yearly reports and financial statements and, when considering the annual reports, reviews the scope of the audit and the auditor's report to the Maven VCT 3 Board. Maven VCT 3 also reviews its approach for governing and controlling the provision of non-audit services by the external auditor, so as to safeguard its independence and objectivity. Maven VCT 3 Shareholders are asked to approve the re-appointment, and the Maven VCT 3 Directors' authority to fix the remuneration, of the auditor, at each annual general meeting. Any non-audit work requires the specific approval of the committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited. The Audit & Risk Committee considers the external auditor to be independent of Maven VCT 3. The committee also reviews Maven VCT 3's risk management systems, which allow Maven VCT 3 to identify, measure, manage and monitor all risks on a continuous basis. At least one meeting of the committee is held each quarter and further at such times as required by the Maven VCT 3 Board.
The Management Engagement Committee is chaired by Keith Pickering and, on an annual basis, reviews the management contract with the Manager.
Keith Pickering is also chair of the Nomination Committee, which makes recommendations to the Maven VCT 3 Board on matters including the evaluation of the performance of the Maven VCT 3 Board and its committees, succession planning and the identification and nomination of candidates to fill Maven VCT 3 Board vacancies, as and when they arise, for the approval of the Maven VCT 3 Board. The performance of the Maven VCT 3 Board, committees and individual Maven VCT 3 Directors is evaluated through an assessment process, led by the chairman of Maven VCT 3, and the performance of the chairman is evaluated by the other Maven VCT 3 Directors.
Since Maven VCT 3 is a venture capital trust and only has non-executive directors, the Code principles relating to directors' remuneration do not apply (the relevant AIC Code principles are applied instead). Maven VCT 3 has a Remuneration Committee, comprising of all the independent Maven VCT 3 Directors and which is chaired by David Allan. The level of remuneration for the Maven VCT 3 Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of Maven VCT 3.
Fraser was a director of Maven Income and Growth VCT 6 PLC from 1 July 2016 until the completion of its merger with Maven VCT 4. He was appointed as a director of Maven VCT 4 on 18 December 2019 and as chair on 14 July 2022. Fraser sits on a number of advisory boards, supporting smaller companies on growth and strategic matters. He was previously a managing director in AlixPartners' turnaround and restructuring practice, where he led the provision of restructuring and liquidity improvement solutions to clients across a wide variety of industry sectors. Fraser is a chartered accountant and was formerly a licensed insolvency practitioner and accredited mediator. He is a non-executive director of Denholm Energy Services Limited and was, until 17 February 2023 when the company was sold, chairman of Richard Irvin FM Limited.
Brian is a Fellow of the Chartered Banker Institute in Scotland and spent more than three decades at Clydesdale and Yorkshire Bank, working extensively with smaller companies and management teams in supporting their growth ambitions. He held a number of senior roles and has a wide range of experience of corporate lending, credit and relationship management in the SME market. His most recent role was as UK Head of Commercial Banking, where he held national responsibility for customer growth and satisfaction. Brian is also a non-executive director of Coventry and Warwickshire Growth Hub Limited.
See Maven VCT 3 above.
Steven is a chartered accountant. He worked in the Bank of Scotland Structured Finance Group before becoming a director of Royal Bank Development Capital, the private equity division of The Royal Bank of Scotland plc. In 1999, he founded Penta Capital LLP, an independent UK private equity manager that specialises in buy-and-build investments in the UK and has over £300 million under management.
The Maven VCT 4 Directors are currently, or have been within the last five years immediately prior to the date of this document, members of the administrative, management or supervisory bodies or partners of the entities specified below:
Fraser Gray Current directorships/partnerships BLAVEN CAPITAL LIMITED DENHOLM ENERGY SERVICES LIMITED MAVEN C.I EN1 LP MAVEN CAPITAL (CARDIFF) LP MAVEN CAPITAL (TEFLER HOUSE) LLP MAVEN CAPITAL (LLANDUDNO) LLP MAVEN CO-INVEST DESIGN LP MAVEN CO-INVEST DPP LIMITED PARTNERSHIP MAVEN CO-INVEST GLACIER LIMITED PARTNERSHIP MAVEN CO-INVEST GLACIER 2 LIMITED PARTNERSHIP MAVEN CO-INVEST GLACIER 3 LIMITED PARTNERSHIP MAVEN CO-INVEST GLACIER 4 LIMITED PARTNERSHIP MAVEN CO-INVEST VODAT LIMITED PARTNERSHIP
Past directorships/partnerships (five years) BONHILL GROUP PLC BOW BRIG LLP MAVEN CO-INVEST CURSOR LIMITED PARTNERSHIP MAVEN CO-INVEST ENDEAVOUR LIMITED PARTNERSHIP MAVEN CO-INVEST FLETCHER LIMITED PARTNERSHIP MAVEN CO-INVEST FLEXLIFE LIMITED PARTNERSHIP MAVEN CO-INVEST RMEC LIMITED PARTNERSHIP MAVEN CO-INVEST SPACE LIMITED PARTNERSHIP MAVEN CO-INVEST TORRIDON CAPITAL LP MAVEN INCOME AND GROWTH VCT 6 PLC (DISSOLVED) RED RIVER CREEK MINING GROUP LLC THE REEL ONE PARTNERSHIP LLP RICHARD IRVIN FM LIMITED
MAVEN CO-INVEST XK LIMITED PARTNERSHIP MAVEN INCOME AND GROWTH VCT 4 PLC MAVEN PROPERTY (CARTERS YARD) LP ZEBRA REALISATIONS LLP
Please see Maven VCT 3 above.
Current directorships/partnerships DROPAPP LIMITED HERITAGE PARK S6 LIMITED LOCH LOMOND GOLF CLUB LIMITED MAVEN CAPITAL (CARDIFF) LP MAVEN CAPITAL (LLANDUDNO) LLP MAVEN CAPITAL (SHIRE HALL DURHAM) LP MAVEN CO-INVEST DESIGN LP MAVEN CO-INVEST R & M LIMITED PARTNERSHIP MAVEN INCOME AND GROWTH VCT 4 PLC MP DERBY ROAD LIMITED PCE 2019 LLP PENTA 2011 SP LIMITED PENTA 2013 SP LIMITED PENTA CAPITAL INVESTMENTS LIMITED PENTA CAPITAL INVESTMENTS 2016 LLP PENTA CAPITAL LLP PENTA CAPITAL PARTNERS LIMITED PENTA CAPITAL SP GP LIMITED PENTA CO-INVEST GP LIMITED PENTA CO-INVESTMENTS SP LP PENTA CO-INVESTMENT (2008) LIMITED PARTNERSHIP PENTA CO-INVESTMENT (2022) LP PENTA ESOP TRUSTEE LIMITED PENTA FOUNDER LIMITED PENTA FOUNDER 2 LIMITED PENTA FUND I GP LIMITED PENTA GP HOLDINGS LIMITED PENTA INVESTMENTS (2008) SP LIMITED PARTNERSHIP PENTA INVESTMENTS (2012) SP LIMITED PARTNERSHIP PENTA INVESTMENTS (2014) LIMITED PARTNERSHIP PENTA INVESTMENTS (2016) SP LIMITED PARTNERSHIP PENTA INVESTMENTS (2019) SP LIMITED PARTNERSHIP PENTA INVESTMENTS (2021) SP LIMITED PARTNERSHIP PENTA INVESTMENTS (2022) SP LIMITED PARTNERSHIP PENTA INVESTMENTS GP LIMITED PENTA NOMINEE LIMITED PENTA NOMINEE 2019 TPS LIMITED PENTA NOMINEE 2019 LIMITED PENTA NOMINEE 2020 LIMITED PENTA NOMINEE IM LTD PENTA PARTNER LIMITED PENTA PRIVATE EQUITY LIMITED PENTA SP LIMITED PENTA TPE LIMITED PENTA TPA GP LIMITED PENTA TPCP GP LIMITED RSK GROUP LIMITED SUMER GROUP HOLDINGS LTD TALKTALK BUSINESS DIRECT LIMITED TALKTALK FINCO LIMITED (PREVIOUSLY TOSCA IOM LIMITED) TALKTALK HOLDINGS LIMITED (PREVIOUSLY TOSCA IOM BIDCO LIMITED) TALKTALK MIDCO LIMITED (PREVIOUSLY TOSCA IOM MIDCO LIMITED) TFP TELECOMS LIMITED TFP TELECOMS 2 LIMITED THAMES TOWER LEASE LIMITED TOSCA MILL LIMITED TOSCA MILL 1 LIMITED TOSCA PENTA CO-INVESTMENTS 2021 LP
Past directorships/partnerships (five years) BDL SELECT HOTELS LIMITED (DISSOLVED)* BDL SELECT OPERATIONS LIMITED (DISSOLVED)* GLOBAL RISK PARTNERS LIMITED MABEC (NOTTINGHAM) LIMITED MAVEN CO-INVEST RMEC LIMITED PARTNERSHIP PATEN & CO LIMITED (DISSOLVED)* PATEN HOTELS LIMITED (DISSOLVED)* PENTA INVESTMENTS (2013) SP LIMITED PARTNERSHIP PENTA INVESTMENTS SP LIMITED PARTNERSHIP PENTA TOUR LIMITED PARTNERSHIP PENTA TPE GP LIMITED PARTNERSHIP SENECA ASSET MANAGERS LIMITED (DISSOLVED) SENECA INVESTMENT MANAGERS LIMITED (DISSOLVED) SUMER GROUP BID CO LTD SUMER GROUP MIDCO LTD TOSCA PENTA ENDEAVOUR LIMITED PARTNERSHIP
TOSCA PENTA CPM LIMITED TOSCA PENTA MEDIA LIMITED TOSCA PENTA PROPERTY LIMITED PARTNERSHIP TOSCAFIELD LEICESTER LIMITED TOSCAFIELD PROPERTY LIMITED TOSCAFIELD PROPERTY 2 LIMITED TOSCAFIELD PROPERTY 3 LIMITED TPIOMTFP LIMITED TROON INVESTMENTS LIMITED VIOLET TOPCO LIMITED
Brian Colquhoun Current directorships/partnerships COVENTRY AND WARWICKSHIRE GROWTH HUB LIMITED MAVEN INCOME AND GROWTH VCT 4 PLC
Past directorships/partnerships (five years) N/A
* The company was dissolved after being placed into members' voluntary (solvent) liquidation.
** The company was dissolved after a voluntary strike off.
*** The company was dissolved after a compulsory strike off. **** The company was placed into members' voluntary (solvent) liquidation.
None of the Maven VCT 4 Directors in the five years prior to the date of this document:
There are certain areas of the Code with which Maven VCT 4 does not specifically comply and which the AIC does not consider relevant to VCTs.
As permitted by the AIC Code, Maven VCT 4 does not report further on the above provisions.
The Maven VCT 4 Board is of the opinion that Maven VCT 4 has complied fully with the main principles identified in the AIC Code, except as set out below:
x Provision 14 (senior independent director).
A senior independent non-executive director has not been appointed, as the Board considers that each Director has different qualities and areas of expertise on which they may lead.
The Maven VCT 4 Board currently consists of four non-executive directors. All of the Maven VCT 4 Directors, with the exception of Bill Nixon, are considered to be independent of the Manager and free of any relationship that could materially interfere with the exercise of their independent judgement. Bill Nixon is the managing partner of Maven and as such is not considered to be independent. The Maven VCT 4 Board has delegated certain responsibilities and functions to the Audit Committee, the Management Engagement Committee, the Nomination Committee and the Risk Committee.
Steven Scott is chair of the Audit Committee, which operates within clearly defined terms of reference. The Audit Committee examines the annual or half-yearly reports and financial statements and, when considering the annual reports, reviews the scope of the audit and the auditor's report to the Maven VCT 4 Board. Maven VCT 4 also reviews its approach for governing and controlling the provision of non-audit services by the external auditor, so as to safeguard its independence and objectivity. Maven VCT 4 Shareholders are asked to approve the re-appointment, and the Maven VCT 4 Directors' authority to fix the remuneration, of the auditor at each annual general meeting. Any non-audit work, other than interim reviews, requires the specific approval of the Audit Committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited. The Audit Committee, which meets at least twice each year, considers the external auditor to be independent of Maven VCT 4.
The Management Engagement Committee is chaired by Fraser Gray and, on an annual basis, reviews the management contract with the Manager.
Fraser Gray is also chair of the Nomination Committee, which makes recommendations to the Maven VCT 4 Board on matters including the evaluation of the performance of the Maven VCT 4 Board and its committees, succession planning and the identification and nomination of candidates to fill Maven VCT 4 Board vacancies, as and when they arise, for the approval of the Maven VCT 4 Board. The performance of the Maven VCT 4 Board, committees and individual Maven VCT 4 Directors is evaluated through an assessment process, led by the chair of Maven VCT 4, and the performance of the chair of Maven VCT 4 is evaluated by the other Maven VCT 4 Directors.
Brian Colquhoun is chair of the Risk Committee, which comprises the full Maven VCT 4 Board. At least one meeting is held each quarter and further at such times as required by the Maven VCT 4 Board. The principal function of the Risk Committee is to review Maven VCT 4's risk management systems, which allows Maven VCT 4 to identify, measure, manage and monitor all risks on a continuous basis.
Since Maven VCT 4 is a venture capital trust and only has non-executive directors, the Code principles relating to directors' remuneration do not apply (the relevant AIC Code principles are applied instead). Maven VCT 4 does not have a remuneration committee, and matters relating to remuneration policy and Maven 4 VCT Directors' remuneration are dealt with by the Maven 4 VCT Board as a whole (with Fraser Gray as its chairman). The level of remuneration for the Maven VCT 4 Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of Maven VCT 4.
Graham began his career with Murray Johnstone Private Equity in 1987, becoming a director in 1994. He was corporate development director of Avon Rubber PLC from 1998 to 2001 before returning to private equity with 3i plc. Since 2008, he has operated as an independent director and private investor. He is a non-executive director of AIM listed Sutton Harbour Group PLC, where he also chairs the audit committee.
Gordon has over 35 years' experience in financial services, particularly with regard to investment trusts. He was an investment director and the head of investment companies at Standard Life Investments and, prior to that was joint head of investment trusts at F&C Asset Management. Gordon has an MA (Hons) in Economics and Accountancy from the University of Edinburgh, and he joined Ivory & Sime plc in 1988 after qualifying as a chartered accountant with Deloitte Haskins & Sells (now PwC). He is currently a non-executive director of JPMorgan UK Small Cap Growth & Income PLC (formerly JPMorgan UK Smaller Companies Investment Trust PLC) and is chair of the Association of Investment Companies (the AIC). He was previously a non-executive director of Foresight VCT plc and a Member of the Institute of Chartered Accountants of Scotland Audit and Assurance Committee for the period 2005 to 2015.
Jane is a member of the Institute of Chartered Accountants of Scotland and has over 25 years' board level experience across industry, equity investment and corporate finance. She has served as chair and non-executive director on many private company boards at varying stages of growth, predominantly in the environmental and technology sectors. Jane is an ambassador of Women's Enterprise Scotland, a Women in Innovation 2022 National Award Winner, and achieved the accolade of Highly Commended Scottish Businesswoman of the Year 2017. She is currently a non-executive director of Macphie Limited, a family owned added-value food ingredients manufacturer, and Offshore Renewable Energy (ORE) Catapult, the UK's leading technology innovation and research centre for offshore renewable energy.
The Maven VCT 5 Directors are currently, or have been within the last five years immediately prior to the date of this document, members of the administrative, management or supervisory bodies or partners of the entities specified below:
Graham Miller Current directorships/partnerships HARBOUR ARCH QUAY LIMITED HARBOUR ARCH QUAY MANAGEMENT COMPANY LIMITED MAVEN INCOME AND GROWTH VCT 5 PLC PLYMOUTH CITY AIRPORT LIMITED SUGAR QUAY HOLDINGS LIMITED SUGAR QUAY LIMITED SUTTON EAST DEVELOPCO NO1 LIMITED SUTTON EAST HOLDINGS LIMITED SUTTON HARBOUR CAR PARKS LIMITED
Past directorships/partnerships (five years) BAREFRUIT LIMITED FIDELIUS FINANCIAL HOLDINGS LTD INDIGO GROUP HOLDINGS LIMITED MAVEN COINVEST BATH STREET LP MAVEN CO-INVEST CRAWFORD LIMITED PARTNERSHIP (DISSOLVED)* MAVEN CO-INVEST CURSOR LIMITED PARTNERSHIP MAVEN CO-INVEST FLETCHER LIMITED PARTNERSHIP MAVEN CO-INVEST R & M LIMITED PARTNERSHIP MAVEN CO-INVEST RMEC LIMITED PARTNERSHIP
SUTTON HARBOUR COMPANY SUTTON HARBOUR GROUP PLC SUTTON HARBOUR PROJECTS LIMITED SUTTON HARBOUR PROPERTY AND REGENERATION LIMITED SUTTON HARBOUR SERVICES LIMITED
Current directorships/partnerships THE ASSOCIATION OF INVESTMENT COMPANIES LUFFNESS NEW GOLF CLUB LIMITED JPMORGAN UK SMALL CAP GROWTH & INCOME PLC (FORMERLY JPMORGAN UK SMALLER COMPANIES INVESTMENT TRUST PLC) MAVEN CO-INVEST ENERGY A2 LP MAVEN CO-INVEST FIBRE LP MAVEN CO-INVEST HORIZON LP MAVEN CO-INVEST NETWORK LP MAVEN CO-INVEST ORCHID 2 LP MAVEN CO-INVEST SPORT A1 LP MAVEN INCOME AND GROWTH VCT 5 PLC
Jane Stewart Current directorships/partnerships MAVEN INCOME AND GROWTH VCT 5 PLC MACPHIE LIMITED OFFSHORE RENEWABLE ENERGY CATAPULT MAVEN CO-INVEST ROPLEY LIMITED PARTNERSHIP MAVEN CO-INVEST SPS LIMITED PARTNERSHIP (DISSOLVED)* MAVEN CO-INVEST TORRIDON CAPITAL LP SHINER LIMITED SUTTON HARBOUR PROJECTS (NO. 2) LIMITED (DISSOLVED)** WESTFIELD MEDICAL GROUP LIMITED WESTFIELD MEDICAL LIMITED
Past directorships/partnerships (five years) FORESIGHT VCT PLC
Past directorships/partnerships (five years) INTERNET FOR BUSINESS LIMITED KCP ENVIRONMENTAL SERVICES LIMITED TOPOLYTICS LIMITED (in liquidation)
* The limited partnership was dissolved after a voluntary dissolution. ** The company was dissolved after a voluntary strike off.
None of the Maven VCT 5 Directors in the five years prior to the date of this document:
The Maven VCT 5 Board currently consists of three directors, all of whom are non-executive and considered to be independent of the Manager and free of any relationship that could materially interfere with the exercise of their independent judgement. Jane Stewart was appointed to the Board on 1 September 2023. The Maven VCT 5 Board has delegated certain responsibilities and functions to the Audit Committee, the Management Engagement Committee, the Nomination Committee, the Remuneration Committee and the Risk Committee.
Gordon Humphries is chair of the Audit and Risk Committees, which operate within clearly defined terms of reference. The Audit Committee examines the annual or half yearly reports and financial statements and, when considering the annual reports, reviews the scope of the audit and the auditor's report to the Maven VCT 5 Board. Maven VCT 5 also reviews its approach for governing and controlling the provision of non-audit services by the external auditor, so as to safeguard its independence and objectivity. Maven VCT 5 Shareholders are asked to approve the re-appointment, and the Maven VCT 5 Directors' authority to fix the remuneration, of the auditor, at each annual general meeting. Any non-audit work requires the specific approval of the Audit Committee in each case. The provision of non-audit work by the external auditor is prohibited. The Audit Committee, which meets at least twice each year, considers the external auditor to be independent of Maven VCT 5. The Risk Committee reviews Maven VCT 5's risk management systems, which allow Maven VCT 5 to identify, measure, manage and monitor all risks on a continuous basis. At least one meeting of the Risk Committee is held each quarter and further at such times as required by the Maven VCT 5 Board.
The Management Engagement committee is chaired by Graham Miller and, on an annual basis, reviews the management contract with the Manager.
Graham Miller is chair of the Nomination Committee, which makes recommendations to the Maven VCT 5 Board on matters including the evaluation of the performance of the Maven VCT 5 Board and its committees, succession planning and the identification and nomination of candidates to fill Maven VCT 5 Board vacancies, as and when they arise, for the approval of the Maven VCT 5 Board. The performance of the Maven VCT 5 Board, committees and individual Maven VCT 5 Directors is evaluated through an assessment process,
led by the chairman of Maven VCT 5 and the performance of the chairman is evaluated by the other Maven VCT 5 Directors.
Since Maven VCT 5 is a venture capital trust and only has non-executive directors, the Code principles relating to directors' remuneration do not apply (the relevant AIC Code principles are applied instead). Maven VCT 5 has a Remuneration Committee, comprising the full Maven VCT 5 Board and which is chaired by Jane Stewart. The level of remuneration for the Maven VCT 5 Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of Maven VCT 5.
There are certain areas of the Code with which Maven VCT 5 does not specifically comply and which the AIC does not consider relevant to VCTs.
As permitted by the AIC Code, Maven VCT 5 does not report further on the above provisions.
The Maven VCT 5 Board is of the opinion that Maven VCT 5 has complied fully with the main principles identified in the AIC Code, except as set out below:
x Provision 14 (senior independent director).
A senior independent non-executive director has not been appointed, as the Board considers that each Director has different qualities and areas of expertise on which they may lead.
Maven Capital Partners UK LLP is appointed as each Company's investment manager and is authorised and regulated by the FCA (Reg. No. 495929). It took over the management of the Maven VCTs (except Maven VCT 5 which appointed Maven as its investment manager in 2011) when senior members of the private equity division of Aberdeen Asset Management PLC (Aberdeen) bought out the business in 2009. The management team at the time of the buyout had been solely responsible for VCT activities at Aberdeen since October 2004. The key staff and services provided were unchanged on transfer to Maven. On 1 July 2021, Maven was acquired by Mattioli Woods plc (now Mattioli Woods Limited), one of the UK's leading providers of wealth management services, which has subsequently de-listed after being acquired by Pollen Street Capital in the summer of 2024.
The Manager currently manages eight funds, under delegation, in addition to the Maven VCTs. The Manager will pursue an active investment strategy on behalf of the Maven VCTs. The experience of the Manager aligns with the published investment policies of the Maven VCTs.
Maven Capital Partners UK LLP is a limited liability partnership incorporated and registered in England and Wales on 14 August 2008 under number OC339387 pursuant to the Limited Liability Partnerships Act 2000 (LEI: 213800M1GRNH1K5UIU30). The registered office of Maven is 1 New Walk Place, Leicester, England, LE1 6RU. Maven's principal place of business is Kintyre House, 205 West George Street, Glasgow G2 2LW (telephone number 0141 306 7400). Maven is authorised to advise on and manage investments, arrange deals in investments and to make arrangements with a view to transactions in investments. The principal legislation under which Maven operates is the Limited Liability Partnership Act 2000 and the applicable provisions of CA 2006 (and regulations made thereunder). Maven is domiciled in England.
Maven is paid the following fees in respect of its appointment as investment manager, administrator, and secretary of each of the Maven VCTs.
Maven is entitled to an investment management fee of 2.0% per annum of the net asset value of Maven VCT 1 at the previous quarter end, payable quarterly in arrears and exclusive of VAT (if any).
Maven is also entitled to a performance incentive fee, payable in respect of the six month periods to the end of August and February in each financial year, calculated as 10% of the NAV total return of Maven VCT 1 before taking into account the effects of distributions and purchases of Maven VCT 1's own shares effected during that period, and provided that the annualised NAV total return was not less than 5% of the NAV of Maven VCT 1 as at the beginning of the relevant period. To ensure any incentive is only payable on incremental performance, the net asset value from which the fee is measured is rebased to the high watermark level whenever a fee above the minimum amount becomes payable.
Maven is entitled to a fixed annual fee for the provision of company secretarial, accounting and other management and administrative services of £100,000 per annum. This fee is subject to annual adjustment by reference to increases in the UK Retail Price Index, is payable quarterly in arrears and is exclusive of VAT (if any). Any increase in the fee will be subject to a maximum of 5% (calculated as a % of the administration and secretarial fee from the previous year).
The annual running costs of Maven VCT 1 are capped at 3.5% of its average net asset value for the relevant financial period, adjusted annually and excluding performance fees and all regulatory, compliance and exceptional costs.
In addition to the fees described above, Maven may receive arrangement fees in relation to investments made by Maven VCT 1, such fees being paid by the investee companies. Maven may also receive monitoring fees from investee companies and any fees payable in respect of non-executive directors appointed to the boards of investee companies.
Maven is entitled to an investment management fee of 2.5% per annum of the net asset value of Maven VCT 3 at the previous quarter end, payable quarterly in arrears and exclusive of VAT (if any).
Maven is also entitled to a performance incentive fee, for each six month period ending 31 May and 30 November, of an amount equal to 15% of any increase in the total return (before applying any performance incentive fee) as at the end of the relevant six month period to the total return (after accruing for the performance incentive fee payable for that period) compared to the end of the last six month period on which a performance incentive fee was paid. Total return for these purposes means net asset value, adjusted for dividends, share buybacks and share issues since the period in respect of which the last performance incentive fee was paid. The performance incentive fee will be exclusive of VAT (if any).
Maven is also entitled to an annual fee for the provision of company secretarial, accounting and other management and administrative services (which was £122,000 in the previous financial year up to 30 November 2023). This fee is subject to annual adjustment by reference to increases in the UK Retail Price Index, is payable quarterly in arrears and is exclusive of VAT (if any).
The annual running costs of Maven VCT 3 are capped at 3.5% of its average net asset value for the relevant financial period, adjusted annually and excluding performance fees and all regulatory, compliance and exceptional costs.
Maven may also receive fees from investee companies for arranging and syndicating transactions, monitoring business progress and providing non-executive directors for their boards.
Maven is entitled to an investment management fee of 2.5% per annum of the net asset value of Maven VCT 4 at the previous quarter end, payable quarterly in arrears and exclusive of VAT (if any).
Maven is also entitled to a performance incentive fee for each six month period ending 30 June and 31 December of an amount equal to 20% of any increase in the total return (before applying any performance incentive fee) as at the end of the relevant six month period to the total return (after accruing for the performance incentive fee payable for that period) compared to the end of the last six month period on which a performance incentive fee was paid. Total return for these purposes means net asset value, adjusted for dividends, share buybacks and share issues since the period in respect of which the last performance incentive fee was paid. The performance incentive fee will be exclusive of VAT (if any).
Maven is entitled to an annual fee for the provision of company secretarial and administrative services (which amounted to £148,432 for the year ended 31 December 2023). This fee is subject to annual adjustment by reference to increases in the UK Retail Price Index, is payable quarterly in arrears and is exclusive of VAT (if any).
The total management and administrative expenses of Maven VCT 4, inclusive of irrecoverable VAT but exclusive of transaction costs and expenses relating to the acquisition and disposal of investments, are capped at 3.5% of its net asset value at the end of the relevant financial period, calculated before the deduction of management and administration expenses or any exceptional items such as merger or performance incentive fees in respect of that financial year.
Maven may also receive fees from investee companies for arranging and syndicating transactions, monitoring business progress and providing non-executive directors for their boards.
Maven is paid a base investment management fee of 1.75% of net asset value per annum, paid quarterly in arrears. Fees are exclusive of VAT (if any).
Maven is entitled to receive:
The performance fees are only payable if the net asset value exceeds the net asset value on the base date in respect of which a performance fee was last paid. The base date for the valuation of the inherited private equity investments is set at 28 February 2011 and the value for these investments is subsequently recalculated as at 30 November each year from 2012 onwards. Such fees are exclusive of VAT (if any). Further details of the amendments to the performance incentive fee arrangement are set out in paragraphs 4(d) and 4(f) of section D of Part 5 below.
Maven is entitled to an annual fee for the provision of company secretarial and administrative services (which amounted to £114,000 for the year ended 30 November 2023). The fee is subject to annual adjustment by reference to increases in the UK Retail Price Index and is exclusive of VAT (if any).
The total expenses of Maven VCT 5 are capped at 3.00% of its net asset value per annum, adjusted annually and excluding performance fees and exceptional costs, such as regulatory and compliance costs.
In addition to the fees described above, Maven may receive arrangement fees in relation to investments made by Maven VCT 5, such fees being paid by the investee companies. Maven may also receive monitoring fees from investee companies and any fees payable in respect of non-executive directors appointed to the boards of investee companies.
The following section contains a description of the investment policy of Maven VCT 1 as at the date of this document.
Maven VCT 1 aims to achieve long-term capital appreciation and generate income for Shareholders.
Maven VCT 1 intends to achieve its objective by:
Maven VCT 1 manages and minimises investment risk by:
The following section contains a description of the investment policy of Maven VCT 3 as at the date of this document.
Maven VCT 3 aims to achieve long-term capital appreciation and generate income for Shareholders.
Maven VCT 3 intends to achieve its objective by:
Maven VCT 3 manages and minimises investment risk by:
The following section contains a description of the investment policy of Maven VCT 4 as at the date of this document.
Maven VCT 4 aims to achieve long-term capital appreciation and generate income for Shareholders.
Maven VCT 4 intends to achieve its objective by:
Maven VCT 4 manages and minimises investment risk by:
The following section contains a description of the investment policy of Maven VCT 5 as at the date of this document.
Maven VCT 5 aims to achieve long-term capital appreciation and generate income for Shareholders.
Maven VCT 5 intends to achieve its objective by:
Maven VCT 5 manages and minimises investment risk by:
The most recent audited financial information on Maven VCT 1 is published in the annual report for the year ended 29 February 2024.
The annual report referred to above was audited by Johnston Carmichael LLP of 7-11 Melville Street, Edinburgh EH3 7PE without qualification and without statements under sections 495 to 497 of CA 2006. Johnston Carmichael LLP is a member of the Institute of Chartered Accountants in England and Wales.
The annual report referred to above was prepared in accordance with Financial Reporting Standard 102 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Maven VCT 1's financial condition, changes in financial condition and results of operation and the information in the pages of the annual report and the interim report referred to below are being incorporated by reference and can be accessed at the following webpage:
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this document. The pages of the annual report that are not referred to below are either not relevant to investors or are covered elsewhere in this document.
Such information includes the following:
| Description | 2024 Annual Report |
|---|---|
| Balance sheet | Page 73 |
| Income statement | Page 71 |
| Statement of changes in equity | Page 72 |
| Cash flow statement | Page 74 |
| Notes to the financial statements | Page 75 |
| Auditor's report | Page 65 |
Such information also includes operating/financial reviews as follows:
| 2024 Annual Report |
|---|
| Pages 2 and 14 |
| Pages 4, 5 and 6 |
| Pages 4 and 5 |
| Page 14 |
| Page 9 |
| Page 23 |
| Page 40 |
| Page 76 |
The key figures that summarise Maven VCT 1's financial position in respect of the financial year ended 29 February 2024, which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | 2024 Annual Report |
|---|---|
| Investment income (£'000) | 858 |
| Net return on ordinary activities before taxation (£'000) | (2,132) |
| Earnings per Share (p) | (1.44) |
| Dividends per Share (p) (paid in the period) | 2.15 |
| Dividends paid per Share (p) (in respect of the period) | 2.15 |
| Net assets (£'000) | 61,023 |
| NAV per Share (p) | 39.45 |
The most recent unaudited NAV per Share announced by Maven VCT 1 prior to the publication of this document was the NAV per Maven VCT 1 Share of 40.70p as at 31 August 2024 announced on 5 September 2024.
Save for the announcement of the unaudited NAV of 40.70p per share as at 31 August 2024 and the payment of the final dividend of 1.15p per Maven VCT 1 Share (paid on 19 July 2024), there has been no significant change in the financial performance or position of Maven VCT 1 since 29 February 2024, the date to which Maven VCT 1's latest audited annual financial information has been published, up to the date of this document.
The most recent audited financial information on Maven VCT 3 is published in the annual report for the year ended 30 November 2023 and unaudited information in the interim report for the six-month period ended 31 May 2024.
The annual report referred to above was audited by Johnston Carmichael LLP of 7-11 Melville Street, Edinburgh EH3 7PE without qualification and without statements under sections 495 to 497 of CA 2006. Johnston Carmichael LLP is a member of the Institute of Chartered Accountants in England and Wales.
The annual report and the interim report referred to above were prepared in accordance with Financial Reporting Standard 102 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Maven VCT 3's financial condition, changes in financial condition and results of operation and the information in the pages of the annual report and the interim report referred to below are being incorporated by reference and can be accessed at the following webpage:
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this document. The pages of the annual report and interim report that are not referred to below are either not relevant to investors or are covered elsewhere in this document.
Such information includes the following:
| Description | 2023 Annual Report | 2024 Interim Report | |||
|---|---|---|---|---|---|
| Balance sheet | Page 74 | Page 32 | |||
| Income statement | Page 72 | Page 29 | |||
| Statement of changes in equity | Page 73 | Page 30 and 31 | |||
| Cash flow statement | Page 75 | Page 33 | |||
| Notes to the financial statements | Page 76 | Page 34 | |||
| Auditor's report | Page 66 | n/a | |||
| Such information also includes operating/financial reviews as follows: | |||||
| Description | 2023 Annual Report | 2024 Interim Report | |||
| Objective | Pages 2 and 15 | Page 2 | |||
| Performance summary | Pages 4, 5 and 6 | Pages 5, 6 and 7 | |||
| Results and dividend | Pages 4 and 5 | Pages 5 and 6 |
| Investment policy | Page 15 | n/a |
|---|---|---|
| Chairman's statement | Page 10 | n/a |
| Investment Manager's review/Interim review |
Page 24 | Page 8 |
| Portfolio summary | Page 41 | Page 22 |
| Valuation policy | Page 77 | n/a |
The key figures that summarise Maven VCT 3's financial position in respect of the financial year ended 30 November 2023, and the six month period ended 31 May 2024, which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | 2023 Annual Report | 2024 Interim Report |
|---|---|---|
| Investment income (£'000) | 917 | 580 |
| Net return on ordinary activities before taxation (£'000) |
(2,815) | 1,401 |
| Earnings per Share (p) | (2.51) | 1.19 |
| Dividends per Share (p) (paid in the period) |
2.40 | 2.15 |
|---|---|---|
| Dividends paid per Share (p) (in respect of the period) |
2.65 | 1.00 |
| Net assets (£'000) | 59,337 | 62,979 |
| NAV per Share (p) | 52.48 | 51.44 |
The most recent unaudited NAV per Share announced by Maven VCT 3 prior to the publication of this document was the NAV per Maven VCT 3 Share of 53.01p as at 31 August 2024 announced on 5 September 2024.
Save for the announcement of the unaudited NAV of 53.01p per share as at 31 August 2024 and the payment of an interim dividend of 1.00p per Maven VCT 3 Share paid on 6 September 2024, there has been no significant change in the financial performance or position of Maven VCT 3 since 31 May 2024, the date to which Maven VCT 3's latest unaudited interim financial information has been published, to the date of this document.
The most recent audited financial information on Maven VCT 4 is published in the annual report for the year ended 31 December 2023 and unaudited information in the interim report for the six-month period ended 30 June 2024.
The annual report referred to above was audited by Johnston Carmichael LLP of 7-11 Melville Street, Edinburgh EH3 7PE without qualification and without statements under sections 495 to 497 of CA 2006. Johnston Carmichael LLP is a member of the Institute of Chartered Accountants in England and Wales.
The annual report and the interim report referred to above were prepared in accordance with Financial Reporting Standard 102 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Maven VCT 4's financial condition, changes in financial condition and results of operation and the information in the pages of the annual report and the interim report referred to below are being incorporated by reference and can be accessed at the following webpage:
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this document. The pages of the annual report and interim report that are not referred to below are either not relevant to investors or are covered elsewhere in this document.
Such information includes the following:
| Description | 2023 Annual Report | 2024 Interim Report |
|---|---|---|
| Balance sheet | Page 76 | Page 32 |
| Income statement | Page 74 | Page 29 |
| Statement of changes in equity | Page 75 | Page 30 |
| Cash flow statement | Page 77 | Page 33 |
| Notes to the financial statements | Page 78 | Page 34 |
| Auditor's report | Page 68 | n/a |
| Such information also includes operating/financial reviews as follows: | ||
| Description | 2023 Annual Report | 2024 Interim Report |
| Objective | Pages 2 and 15 | Page 2 |
|---|---|---|
| Performance summary | Pages 4, 5, 6 and 7 | Pages 5, 6 and 7 |
| Results and dividend | Pages 4, 5 and 6 | Pages 5 and 6 |
| Investment policy | Page 15 | n/a |
| Chairman's statement | Page 10 | n/a |
| Investment Manager's review/Interim review |
Page 24 | Page 8 |
| Portfolio summary | Page 41 | Page 22 |
| Valuation policy | Page 79 | n/a |
The key figures that summarise Maven VCT 4's financial position in respect of the financial year ended 31 December 2023, and the six month period ended 30 June 2024, which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | 2023 Annual Report | 2024 Interim Report |
|---|---|---|
| Investment income (£'000) |
1,262 | 792 |
| Net return on ordinary activities before taxation (£'000) |
(4,307) | 3,225 |
| Earnings per Share (p) | (3.17) | 2.29 |
| Dividends per Share (p) (paid in the period) |
3.50 | 1.75 |
| Dividends paid per Share (p) (in respect of the period) |
3.50 | 2.00 |
| Net assets (£'000) | 83,917 | 89,150 |
| NAV per Share (p) | 61.71 | 62.19p |
The most recent NAV per Share announced by Maven VCT 4 prior to the publication of this document is the one stated in the interim report for the period ended 30 June 2024 (see above).
Save for the declaration of an interim dividend of 2.00p per Maven VCT 4 Share (to be paid on 18 October 2024), there has been no significant change in the financial performance or position of Maven VCT 4 since 30 June 2024, the date to which Maven VCT 4's latest unaudited interim financial information has been published, to the date of this document.
The most recent audited financial information on Maven VCT 5 is published in the annual report for the year ended 30 November 2023, and unaudited information in the interim report for the six-month period ended 31 May 2024.
The annual report referred to above was audited by Johnston Carmichael LLP of 7-11 Melville Street, Edinburgh EH3 7PE without qualification and without statements under sections 495 to 497 of CA 2006. Johnston Carmichael LLP is a member of the Institute of Chartered Accountants in England and Wales.
The annual report and the interim report referred to above were prepared in accordance with Financial Reporting Standard 102 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Maven VCT 5's financial condition, changes in financial condition and results of operation and the information in the pages of the annual report and the interim report referred to below are being incorporated by reference and can be accessed at the following webpage:
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this document. The pages of the annual report and interim report that are not referred to below are either not relevant to investors or are covered elsewhere in this document.
Such information includes the following:
| Description | 2023 Annual Report | 2024 Interim Report |
|---|---|---|
| Balance sheet | Page 77 | Page 34 |
| Income statement | Page 75 | Page 31 |
| Statement of changes in equity | Page 76 | Page 32 and 33 |
| Cash flow statement | Page 78 | Page 35 |
| Notes to the financial statements | Page 79 | Page 36 |
| Auditor's report | Page 69 | n/a |
Such information also includes operating/financial reviews as follows:
| Description | 2023 Annual Report | 2024 Interim Report |
|---|---|---|
| Objective | Pages 2 and 15 | Page 2 |
| Performance summary | Pages 4, 5, 6 and 14 | Pages 5, 6 and 7 |
| Results and dividend | Pages 4, 5 and 6 | Pages 5 and 6 |
| Investment policy | Page 15 | n/a |
| Chairman's statement | Page 9 | n/a |
|---|---|---|
| Investment Manager's review/Interim review |
Page 23 | Page 8 |
| Portfolio summary | Page 42 | Page 23 |
| Valuation policy | Page 80 | n/a |
The key figures that summarise Maven VCT 5's financial position in respect of the financial year ended 30 November 2023, and the six month period ended 31 May 2024, which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | 2023 Annual Report | 2024 Interim Report |
|---|---|---|
| Investment income (£'000) | 736 | 481 |
| Net return on ordinary activities before taxation (£'000) |
(3,095) | 1,368 |
| Earnings per Share (p) | (1.62) | 0.68 |
| Dividends per Share (p) (paid in the period) |
1.25 | 1.10 |
| Dividends paid per Share (p) (in respect of the period) |
1.85 | 1.00 |
| Net assets (£'000) | 63,560 | 67,838 |
| NAV per Share (p) | 32.53 | 32.09 |
The most recent unaudited NAV per Share announced by Maven VCT 5 prior to the publication of this document was the NAV per Maven VCT 5 Share of 33.87p as at 31 August 2024 announced on 5 September 2024.
Save for the announcement of the unaudited NAV per share as at 31 August 2024 of 33.87p and the payment of an interim dividend of 1.00p paid on 6 September 2024, there has been no significant change in the financial performance or position of Maven VCT 5 since 31 May 2024, the date to which Maven VCT 5's latest unaudited interim financial information has been published, to the date of this document.
The investment portfolio of Maven VCT 1 is shown below (the valuations being the latest valuations carried out by the Board as set out in its audited annual report for the year ended 29 February 2024) with disposals and new investments undertaken since 29 February 2024. New investments are valued at cost (unaudited) at the time of investment*. As at 25 September 2024 (being the latest practicable date prior to the publication of this document), the most recently published portfolio information, set out below, represented 82.1% of the net asset value of Maven VCT 1. Unless otherwise stated, all the investments set out below are in portfolio companies incorporated in the UK. None of the Maven VCT 1's investments comprise assets admitted to trading on a regulated market.
| Investment | Sector | Valuation £'000 |
Cost £'000 |
% of total assets |
Structure |
|---|---|---|---|---|---|
| Unlisted | |||||
| Bright Network (UK) Limited | Learning & development/recruitment technology |
2,335 | 1,164 | 3.8 | Equity |
| MirrorWeb Limited | Software & technology | 1,731 | 890 | 2.9 | Equity |
| DiffusionData Limited (formerly Push Technology Limited) |
Software & technology | 1,681 | 875 | 2.9 | Equity |
| Rockar 2016 Limited (trading as Rockar) | Software & technology | 1,539 | 948 | 2.5 | Debt/equity |
| Horizon Ceremonies Limited (trading as Horizon Cremation) |
Business services | 1,535 | 788 | 2.5 | Debt/equity |
| HCS Control Systems Group Limited | Industrials & engineering | 1,246 | 846 | 2.0 | Debt/equity |
| Zinc Digital Business Solutions Limited | Software & technology | 1,201 | 801 | 2.0 | Equity |
| NorthRow Limited (formerly Contego Solutions Limited) |
Software & technology | 1,179 | 1,179 | 1.9 | Debt/equity |
| Nano Interactive Group Limited | Marketing & advertising technology |
1,126 | 625 | 1.8 | Equity |
| CB Technology Group Limited | Industrials & engineering | 1,088 | 579 | 1.8 | Debt/equity |
| Martel Instruments Holdings Limited | Industrials & engineering | 1,058 | 807 | 1.7 | Debt/equity |
| Bud Systems Limited | Learning & development/recruitment technology |
1,057 | 846 | 1.7 | Equity |
| Novatus Global Limited | Software & technology | 1,000 | 1,000 | 1.6 | Equity |
| Precursive Limited | Software & technology | 1,000 | 1,000 | 1.6 | Equity |
| CYSIAM Limited | Software & technology | 986 | 373 | 1.6 | Equity |
| GradTouch Limited | Learning & development/recruitment technology |
955 | 567 | 1.6 | Equity |
| Hublsoft Group Limited | Software & technology | 913 | 730 | 1.5 | Debt/equity |
| mypura.com Group Limited (trading as Pura) |
Business services | 896 | 448 | 1.5 | Equity |
| Enpal Limited (trading as Guru Systems) |
Software & technology | 888 | 888 | 1.5 | Debt/Equity |
| Vodat Communications Group (VCG) Holding Limited |
Business services | 852 | 567 | 1.4 | Debt/equity |
| Horizon Technologies Consultants Limited |
Industrials & engineering | 828 | 796 | 1.4 | Equity |
| XR Games Limited | Software & technology | 805 | 497 | 1.3 | Equity |
| QikServe Limited | Software & technology | 803 | 659 | 1.3 | Equity |
| Summize Limited | Software & technology | 792 | 448 | 1.3 | Equity |
| BioAscent Discovery Limited | Pharmaceuticals, biotechnology & healthcare |
785 | 174 | 1.3 | Equity |
| Ensco 969 Limited (trading as DPP) | Industrials & engineering | 780 | 557 | 1.3 | Debt/equity |
| Relative Insight Limited | Marketing & advertising technology |
700 | 700 | 1.1 | Equity |
| 2 degrees Limited (trading as Manufacture 2030) |
Software & technology | 698 | 698 | 1.1 | Equity |
| Sensoteq Limited | Software & technology | 697 | 697 | 1.1 | Equity |
|---|---|---|---|---|---|
| Metrion Biosciences Limited | Pharmaceuticals, biotechnology & healthcare |
696 | 696 | 1.1 | Equity |
| Whiterock Group Limited | Software & technology | 679 | 470 | 1.1 | Debt/equity |
| CODILINK UK Limited (trading as Coniq) |
Software & technology | 675 | 450 | 1.1 | Equity |
| Filtered Technologies Limited | Learning & development/recruitment technology |
635 | 600 | 1.0 | Debt/equity |
| Cat Tech International Limited | Industrials & engineering | 623 | 627 | 1.0 | Debt/equity |
| Liftango Group Limited | Software & technology | 598 | 598 | 1.0 | Debt/Equity |
| Laverock Therapeutics Limited | Pharmaceuticals, biotechnology & healthcare |
597 | 597 | 1.0 | Equity |
| Delio Limited | Software & technology | 595 | 882 | 1.0 | Equity |
| WaterBear Education Limited | Business services | 506 | 245 | 0.8 | Debt/equity |
| ORCHA Health Limited | Pharmaceuticals, biotechnology & healthcare |
497 | 497 | 0.8 | Equity |
| Plyable Limited | Software & technology | 497 | 497 | 0.8 | Equity |
| Reed Thermoformed Packaging Limited (trading as iPac) |
Business services | 477 | 448 | 0.8 | Debt/equity |
| Biorelate Limited | Software & technology | 468 | 468 | 0.8 | Equity |
| Draper & Dash Limited (trading as RwHealth) |
Pharmaceuticals, biotechnology & healthcare |
427 | 427 | 0.7 | Debt/Equity |
| Flow UK Holdings Limited | Business services | 420 | 598 | 0.7 | Debt/equity |
| Shortbite Limited (trading as Fixtuur) | Software & technology | 390 | 584 | 0.6 | Equity |
| Rico Developments Limited (trading as Adimo) |
Marketing & advertising technology |
380 | 760 | 0.6 | Equity |
| Turnkey Group (UK) Holdings Limited | Software & technology | 372 | 704 | 0.6 | Debt/equity |
| ebb3 Limited | Software & technology | 370 | 252 | 0.6 | Debt/equity |
| HiveHR Limited | Learning & development/recruitment technology |
346 | 346 | 0.6 | Equity |
| Boomerang Commerce Inc (trading as CommerceIQ) |
Software & technology | 338 | 451 | 0.6 | Equity |
| Growth Capital Ventures Limited | Software & technology | 300 | 288 | 0.5 | Equity |
| Adverttu Limited (trading as Drovo) | Marketing & advertising technology |
299 | 299 | 0.5 | Equity |
| Snappy Shopper Limited | Software & technology | 298 | 298 | 0.5 | Equity |
| AMufacture Limited | Industrials & engineering | 261 | 261 | 0.4 | Debt/equity |
| TC Communications Holdings Limited | Business services | 241 | 413 | 0.4 | Debt/equity |
| Automated Analytics Limited (formerly eSales Hub Limited) |
Marketing & advertising technology |
220 | 150 | 0.4 | Equity |
| The Algorithm People Limited | Software & technology | 187 | 140 | 0.3 | Equity |
| McKenzie Intelligence Services Limited | Business services | 159 | 159 | 0.3 | Equity |
| iAM Compliant Limited | Learning & development/recruitment technology |
149 | 149 | 0.2 | Equity |
| Project Falcon Topco Limited (trading as Quorum Cyber) |
Software & technology | 126 | 126 | 0.2 | Equity |
| RevLifter Limited | Marketing & advertising technology |
100 | 100 | 0.2 | Equity |
| ISN Solutions Group Limited | Business services | 84 | 323 | 0.1 | Debt/equity |
| LightwaveRF PLC | Software & technology | 40 | 74 | 0.1 | Equity |
| Other unlisted investments | 9 | 1,679 | - | ||
| Total unlisted | 44,213 | 36,803 | 72.4 | ||
| AIM/AQSE quoted | |||||
| Kanabo Group PLC | 220 | 1,639 | 0.5 |
| GENinCode PLC | 187 | 557 | 0.4 |
|---|---|---|---|
| Intelligent Ultrasound Group PLC | 105 | 118 | 0.2 |
| Arecor Therapeutics PLC | 100 | 167 | 0.2 |
| Eden Research PLC | 54 | 59 | 0.1 |
| Destiny Pharma PLC | 51 | 103 | 0.1 |
| RUA Life Sciences PLC | 41 | 182 | 0.1 |
| Feedback PLC | 40 | 74 | 0.1 |
| SulNOx PLC | 39 | 33 | 0.1 |
| Incanthera PLC | 33 | 49 | 0.1 |
| Vianet Group PLC | 33 | 37 | - |
| C4X Discovery Holdings PLC | 30 | 40 | - |
| Oncimmune Holdings PLC | 28 | 236 | - |
| Verici Dx PLC | 27 | 83 | - |
| Avacta Group PLC | 23 | 7 | - |
| Crossword Cybersecurity PLC | 23 | 150 | - |
| LungLife AI | 19 | 82 | - |
| Seeen PLC | 16 | 148 | - |
| Gelion PLC | 15 | 121 | - |
| Directa Plus PLC | 14 | 120 | - |
| Oxford BioDynamics PLC | 14 | 12 | - |
| Polarean Imaging PLC | 14 | 246 | - |
| XP Factory PLC | 13 | 26 | - |
| Angle PLC | 12 | 50 | - |
| Strip Tinning PLC | 12 | 62 | - |
| Other quoted investments | 11 | 344 | - |
| Total AIM/AQSE quoted | 1,174 | 4,745 | 1.9 |
| Private equity investment trusts | |||
| HgCapital Trust PLC | 587 | 433 | 1.0 |
| Patria Private Equity Trust PLC (formerly abrdn Private Equity Opportunities Trust PLC) |
464 | 348 | 0.7 |
| ICG Enterprise Trust PLC | 353 | 289 | 0.6 |
| NB Private Equity Partners Limited1 | 328 | 329 | 0.5 |
| HarbourVest Global Private Equity | 301 | 194 | 0.5 |
| Limited1 CT Private Equity Trust PLC |
191 | 135 | 0.3 |
| Pantheon International PLC | 157 | 107 | 0.3 |
| Apax Global Alpha Limited1 | 121 | 121 | 0.2 |
| Partners Group Private Equity Limited (formerly Princess Private Equity 1 Holding Limited) |
121 | 111 | 0.2 |
| Total private equity investment trusts | 2,623 | 2,067 | 4.3 |
| Global equity investment trust | |||
| Alliance Trust PLC | 94 | 80 | 0.2 |
| Total global equity investment trust | 94 | 80 | 0.2 |
| Real estate investment trust | ||||
|---|---|---|---|---|
| Impact Healthcare REIT PLC | 94 | 114 | 0.2 | |
| Total real estate investment trust | 94 | 114 | 0.2 | |
| Infrastructure investment trusts | ||||
| 3i Infrastructure PLC2 | 154 | 150 | 0.2 | |
| JLEN Environmental Assets Group Limited1 |
126 | 150 | 0.2 | |
| Pantheon Infrastructure PLC | 126 | 140 | 0.2 | |
| International Public Partnerships Limited1 |
122 | 140 | 0.2 | |
| BBGI Global Infrastructure SA3 | 115 | 140 | 0.2 | |
| Total infrastructure investment trusts | 643 | 720 | 1.0 | |
| Open-ended investment companies | ||||
| Royal London Short Term Fixed Income Fund (Class Y Income) |
1,025 | 1,020 | 1.7 | |
| Royal London Short Term Money Market Fund (Class Y Income) |
1,018 | 1,010 | 1.7 | |
| Total open-ended investment companies |
2,043 | 2,030 | 3.4 | |
| Money market funds | ||||
| Aberdeen Standard Liquidity Fund (Lux) - Sterling Fund (Class K3) |
1,000 | 1,000 | 1.7 | |
| Aviva Investors Sterling Government Liquidity Fund |
1,000 | 1,000 | 1.7 | |
| BlackRock Institutional Sterling Government Liquidity Fund (Core Dis) |
1,000 | 1,000 | 1.6 | |
| HSBC Sterling Liquidity Fund (Class A) | 1,000 | 1,000 | 1.6 | |
| Fidelity Institutional Liquidity Sterling Fund (Class F) |
500 | 500 | 0.8 | |
| Total money market funds | 4,500 | 4,500 | 7.4 | |
| Total investments | 55,384 | 51,059 | 90.8 |
*Maven VCT 1 has since 29 February 2024:
made the following investments:
(i) £99,650 in 3i Infrastructure PLC (between 13 May and 24 June 2024, equity)
(ii) £248,762 in Alderley Lighthouse Labs Limited (29 April and 23 May 2024, equity)
(iii) £200,676 in Alliance Trust PLC (between 8 May and 31 May 2024, equity)
(iv) £79,978 in BBGI Global Infrastructure SA (between 16 May and 7 June 2024, equity)
(v) £1,000,000 in BlackRock Institutional Sterling Liquidity Fund (Core) (13 June 2024, equity)
(vi) £99,720 in Caledonia Investments PLC (10 and 16 May 2024, equity)
(vii) £62,055 in Cambridge Cognition PLC (18 June 2024, equity)
(viii) £140,923 in CT Private Equity Trust PLC (between 8 and 31 May 2024, equity)
(ix) £51,330 in Draper & Dash Limited (5 April and 2 May 2024, equity)
(x) £100,000 in Filtered Technologies Limited (12 June 2024, loan)
(xi) £1,000,000 in Goldman Sachs Sterling Government Liquid Reserves Ireland (4 March 2024, equity)
(xii) £56.250 in Hublsoft Group Limited (18 April 2024, loan)
(xiii) £54,128 in ICG Enterprise Trust PLC (between 8 and 16 May 2024, equity)
(xiv) £149,252 in Liftango Group Limited (4 March 2024, equity)
(xv) £100,280 in NB Private Equity Partners Limited (between 8 and 31 May 2024, equity)
(xvi) £130,073 in Pantheon Infrastructure PLC (between 8 May and 2 July 2024, equity)
(xvii) £199,900 in Pantheon International PLC (between 8 May and 3 June 2024, equity)
(xviii) £1,000,000 in Royal London Short Term Fixed Income Fund (Class Y Income) (29 April 2024, equity)
(xix) £300,000 in Shortbite Limited (25 July 2024, equity)
(xx) £10,725 in Snappy Shopper Limited (10 April 2024, equity)
(xxi) £348,253 in Summize Limited (14 June 2024, equity)
(xxii) £95,000 in Turnkey Group (UK) Holdings Limited (between 2 April and 28 June 2024, loan)
(xxiii) £184,864 in Zing TopCo Limited (15 April and 14 May 2024, equity and loan) (xxiv) £99,005 in Automated Analytics Limited (1 August 2024, equity) (xxv) £1,000,000 in Aviva Investors Sterling Liquidity Fund (Class 3) (2 August 2024, units) (xxvi) £149,252 in Plyable Limited (14 August 2024, equity) (xxvii) £422,911 in Connected Data Company Limited (10 September 2024, equity)
realised the following equity and loan investments:
(i) Altra Consultants Limited for £Nil on 8 April 2024 (ii) BlackRock Institutional Sterling Government Liquidity Fund (Core Dis) for £1,001,512 on 11 June 2024 (iii) Boiler Plan (UK) Limited for £1,314 on 24 June 2024 (iv) GradTouch Limited for £870,606 on 8 May 2024 (v) Incanthera PLC for £7,800 on 19 and 23 July 2024 (vi) Oncimmune Holdings PLC for £30,984 between 19 April and 7 May 2024 (vii) Project Falcon Topco Limited for £383,348 on 5 June 2024 (viii) Royal London Short Term Fixed Income Fund (Class Y Income) for £1,002,747 on 2 May 2024 (ix) RUA Life Sciences PLC for £46,155 between 19 April and 2 May 2024 (x) Strip Tinning PLC for £15,134 on 3 and 10 May 2024 (xi) SulNOx PLC for £35,615 between 1 March and 28 May 2024 (xii) Verici Dx PLC for £2,859 on 16 and 24 May 2024 (xiii) Boomerang Commerce Inc for £21,196 on 22 August 2024 (xiv) Destiny Pharma PLC for £4,062 on 2 and 5 August 2024 (xv) Life's Great Group Limited for £37,169 on 13 August 2024 (xvi) Goldman Sachs Sterling Government Liquid Reserves Ireland (Institutional) for £1,000,000 on 1 August 2024 (xvii) CB Technology Group Limited for £1,174,256 on 3 September 2024 (xviii) MirrorWeb Limited for £3,435,479 on 22 August 2024 (xix) Novatus Global Limited for £4,684,143 on 2 September 2024 (xx) QikServe Limited for £792,678 on 20 September 2024
Save for the above investments and realisations and general movements in cash/listed fixed income balances as a result of ongoing investments and realisations, and for general working capital purposes, there has been no material change to the valuations used to prepare the above analysis (as at 29 February 2024, being the date by reference to which those valuations were undertaken).
1 The investment trusts indicated above are companies incorporated in Guernsey.
2 The investment trusts indicated above are companies incorporated in Jersey.
3 The investment trusts indicated above are companies incorporated in Luxembourg.
The investment portfolio of Maven VCT 3 is shown below (the valuations being the latest valuations carried out by the Board as set out in its unaudited interim report for the six month period ended 31 May 2024) with disposals and new investments undertaken since 31 May 2024. New investments are valued at cost (unaudited) at the time of investment*. As at 25 September 2024 (being the latest practicable date prior to the publication of this document), the most recently published portfolio information, set out below, represented 85.3% of the net asset value of Maven VCT 3. Unless otherwise stated, all the investments set out below are in portfolio companies incorporated in the UK. None of the Maven VCT 3's investments comprise assets admitted to trading on a regulated market.
| Investment | Sector | Valuation £'000 |
Cost £'000 |
% of total assets |
Structure |
|---|---|---|---|---|---|
| Unlisted | |||||
| Horizon Ceremonies Limited (trading as Horizon Cremation) |
Business services | 2,798 | 1,288 | 4.3 | Debt/Equity |
| Bright Network (UK) Limited | Learning & development/recruitment technology |
2,338 | 1,139 | 3.7 | Equity |
| MirrorWeb Limited | Software & technology | 1,778 | 690 | 2.8 | Equity |
| Rockar 2016 Limited (trading as Rockar) |
Software & technology | 1,630 | 971 | 2.6 | Debt/Equity |
| Ensco 969 Limited (trading as DPP) | Industrials & engineering | 1,211 | 957 | 1.9 | Debt/equity |
| NorthRow Limited | Software & technology | 1,115 | 1,115 | 1.8 | Debt/Equity |
| HCS Control Systems Group Limited | Industrials & engineering | 1,099 | 746 | 1.7 | Debt/Equity |
| CB Technology Group Limited | Industrials & engineering | 1,045 | 558 | 1.7 | Debt/equity |
| Project Falcon Topco Limited (trading as Quorum Cyber) |
Software & technology | 1,005 | 335 | 1.6 | Equity |
| Bud Systems Limited | Learning & development/recruitment technology |
953 | 762 | 1.5 | Equity |
| CYSIAM Limited | Software & technology | 944 | 448 | 1.5 | Equity |
| Nano Interactive Group Limited | Marketing & advertising technology | 929 | 625 | 1.5 | Equity |
| BioAscent Discovery Limited | Pharmaceuticals, biotechnology & healthcare |
898 | 199 | 1.4 | Equity |
| Hublsoft Group Limited | Software & technology | 882 | 705 | 1.4 | Equity |
| Martel Instruments Holdings Limited | Industrials & engineering | 879 | 671 | 1.4 | Debt/Equity |
| DiffusionData Limited (formerly Push Technology Limited) |
Software & technology | 873 | 625 | 1.4 | Equity |
| Vodat Communications Group (VCG) Holding Limited |
Business services | 852 | 567 | 1.4 | Debt/equity |
| Summize Limited | Software & technology | 846 | 448 | 1.3 | Equity |
| 2 degrees Limited (trading as M2030) | Software & technology | 831 | 598 | 1.3 | Equity |
| Filtered Technologies Limited | Learning & development/recruitment technology |
816 | 750 | 1.3 | Equity |
| QikServe Limited | Software & technology | 801 | 658 | 1.3 | Equity |
| Zinc Digital Business Solutions Limited | Software & technology | 799 | 647 | 1.3 | Equity |
| WaterBear Education Limited | Business services | 767 | 370 | 1.2 | Debt/Equity |
| Liftango Group Limited | Software & technology | 763 | 763 | 1.2 | Equity |
| Precursive Limited | Software & technology | 750 | 750 | 1.2 | Equity |
| Relative Insight Limited | Marketing & advertising technology | 700 | 700 | 1.1 | Equity |
| Whiterock Group Limited | Software & technology | 677 | 470 | 1.1 | Debt/Equity |
| CODILINK UK Limited (trading as Coniq) |
Software & technology | 675 | 450 | 1.1 | Equity |
| XR Games Limited | Software & technology | 637 | 298 | 1.0 | Equity |
| mypura.com Group Limited (trading as | Business services | 608 | 409 | 1.0 | Equity |
|---|---|---|---|---|---|
| Pura) Metrion Biosciences Limited |
Pharmaceuticals, biotechnology & healthcare |
597 | 597 | 0.9 | Equity |
| Plyable Limited | Software & technology | 597 | 597 | 0.9 | Equity |
| Sensoteq Limited | Software & technology | 597 | 597 | 0.9 | Equity |
| Enpal Limited (trading as Guru Systems) |
Software & technology | 581 | 581 | 0.9 | Debt/Equity |
| Boomerang Commerce Inc (trading as CommerceIQ) |
Software & technology | 580 | 773 | 0.9 | Equity |
| Novatus Global Limited | Software & technology | 562 | 562 | 0.9 | Equity |
| The Algorithm People Limited | Software & technology | 558 | 420 | 0.9 | Equity |
| Cat Tech International Limited | Industrials & engineering | 510 | 627 | 0.8 | Debt/Equity |
| Laverock Therapeutics Limited | Pharmaceuticals, biotechnology & healthcare |
498 | 498 | 0.8 | Equity |
| Delio Limited | Software & technology | 485 | 833 | 0.8 | Equity |
| TC Communications Holdings Limited | Business services | 484 | 980 | 0.8 | Debt/equity |
| Draper & Dash Limited (trading as RwHealth) |
Pharmaceuticals, biotechnology & healthcare |
479 | 479 | 0.8 | Debt/equity |
| Horizon Technologies Consultants Limited |
Industrials & engineering | 466 | 448 | 0.7 | Equity |
| Orcha Health Limited | Pharmaceuticals, biotechnology & healthcare |
431 | 431 | 0.7 | Equity |
| Flow UK Holdings Limited | Business services | 420 | 597 | 0.7 | Debt/Equity |
| Biorelate Limited | Software & technology | 419 | 348 | 0.7 | Equity |
| Turnkey Group (UK) Holdings Limited | Software & technology | 412 | 783 | 0.7 | Equity |
| ebb3 Limited | Software & technology | 370 | 326 | 0.6 | Debt/Equity |
| HiveHR Limited | Learning & development/recruitment technology |
346 | 346 | 0.5 | Equity |
| Growth Capital Ventures Limited | Software & technology | 331 | 319 | 0.5 | Equity |
| Snappy Shopper Limited | Software & technology | 309 | 309 | 0.5 | Equity |
| AMufacture Limited | Industrials & engineering | 261 | 261 | 0.4 | Debt/Equity |
| Alderley Lighthouse Labs Limited | Pharmaceuticals, biotechnology & healthcare |
249 | 249 | 0.4 | Equity |
| Shortbite Limited (trading as Fixtuur) | Software & technology | 248 | 560 | 0.4 | Equity |
| iAM Compliant Limited | Learning & development/recruitment technology |
246 | 149 | 0.4 | Equity |
| Zing TopCo Limited (trading as Zing) | Business services | 185 | 185 | 0.3 | Debt/Equity |
| McKenzie Intelligence Services Limited | Business services | 159 | 159 | 0.3 | Equity |
| Reed Thermoformed Packaging Limited (trading as iPac) |
Business services | 140 | 100 | 0.2 | Debt/equity |
| RevLifter Limited | Marketing & advertising technology | 100 | 100 | 0.2 | Equity |
| Rico Developments Limited (trading as Adimo) |
Marketing & advertising technology | 100 | 200 | 0.2 | Equity |
| ISN Solutions Group Limited | Business services | 84 | 321 | 0.1 | Debt/Equity |
| Other unlisted investments | 8 | 1,502 | |||
| Total unlisted | - | ||||
| 42,711 | 34,949 | 67.8 | |||
| AIM quoted | |||||
| GENinCode PLC MaxCyte Inc |
494 290 |
759 137 |
0.9 0.6 |
||
| Diaceutics PLC | 275 | 161 | 0.4 | ||
| Kanabo Group PLC AFC Energy PLC |
191 82 |
1,611 57 |
0.3 0.1 |
| C4X Discovery Holdings PLC | 82 | 119 | 0.1 |
|---|---|---|---|
| Eden Research PLC | 58 | 83 | 0.1 |
| Feedback PLC | 41 | 121 | 0.1 |
| Vianet Group PLC | 27 | 31 | - |
| Spectral AI | 21 | 99 | - |
| Crossword Cybersecurity PLC | 16 | 122 | - |
| ReNeuron Group PLC | 13 | 278 | - |
| Other quoted investments | 19 | 889 | - |
| Total AIM quoted | 1,609 | 4,467 | 2.6 |
| Private equity investment trusts | |||
| HgCapital Trust PLC | 778 | 420 | 1.2 |
| Patria Private Equity Trust PLC (formerly abrdn Private Equity |
542 | 373 | 0.9 |
| Opportunities Trust PLC) ICG Enterprise Trust PLC |
491 | 379 | 0.8 |
| NB Private Equity Partners Limited1 | 360 | 371 | 0.6 |
| CT Private Equity Trust PLC | 332 | 253 | 0.5 |
| Partners Group Private Equity Limited | 293 | 270 | 0.5 |
| (formerly Princess Private Equity 1 Holding Limited) |
|||
| HarbourVest Global Private Equity Limited1 |
281 | 167 | 0.4 |
| Apax Global Alpha Limited1 | 233 | 219 | 0.4 |
| Pantheon International PLC | 216 | 138 | 0.3 |
| Total private equity investment | 3,526 | 2,590 | 5.6 |
| trusts | |||
| Global equity investment trusts | |||
| Alliance Trust PLC | 180 | 149 | 0.3 |
| JPMorgan Global Growth & Income | 175 | 150 | 0.3 |
| PLC Total global equity investment trusts |
355 | 299 | 0.6 |
| Real estate investment trust | |||
| Impact Healthcare REIT PLC | 197 | 220 | 0.3 |
| Total real estate investment trusts | 197 | 220 | 0.3 |
| Infrastructure investment trusts | |||
| 3i Infrastructure PLC2 | 280 | 270 | 0.4 |
| BBGI Global Infrastructure SA3 | 232 | 260 | 0.4 |
| Pantheon Infrastructure PLC | 221 | 251 | 0.4 |
| International Public Partnerships Limited1 |
203 | 235 | 0.3 |
| JLEN Environmental Assets Group | 196 | 270 | 0.3 |
| Limited1 Total infrastructure investment |
1,132 | 1,286 | 1.8 |
| trusts | |||
| Open-ended investment companies | |||
| Royal London Short Term Fixed | 1,024 | 1,020 | 1.6 |
| Income Fund (Class Y Income) Royal London Short Term Money |
1,004 | 1,012 | 1.6 |
| Market Fund (Class Y Income) |
| Total open-ended investment companies |
2,028 | 2,032 | 3.2 | |
|---|---|---|---|---|
| Money market funds | ||||
| Aberdeen Standard Liquidity Fund (Lux) - Sterling Fund (Class K3) |
1,000 | 1,000 | 1.6 | |
| Aviva Investors Sterling Liquidity Fund (Class 3) |
1,000 | 1,000 | 1.6 | |
| BlackRock Institutional Sterling Government Liquidity Fund (Core Dis) |
1,000 | 1,000 | 1.6 | |
| Goldman Sachs Sterling Government Liquid Reserves Ireland (Institutional) |
1,000 | 1,000 | 1.6 | |
| HSBC Sterling Liquidity Fund (Class A) | 1,000 | 1,000 | 1.6 | |
| Fidelity Institutional Liquidity Sterling Fund (Class F) |
500 | 500 | 0.7 | |
| Total money market funds | 5,500 | 5,500 | 8.7 | |
| Total investments | 57,058 | 51,343 | 90.6 |
Notes:
*the company has since 31 May 2024:
made the following investments:
(i) £62,055 in Cambridge Cognition PLC (18 June 2024, equity)
(ii) £50,000 in Filtered Technologies Limited (12 June 2024, loan)
(iii) £300,000 in Shortbite Limited (25 July 2024, equity)
(iv) £348,253 in Summize Limited (14 June 2024, equity)
(v) £45,000 in Turnkey Group (UK) Holdings Limited (28 June 2024)
(vi) £1,000,000 in Aberdeen Standard Liquidity Fund (Lux) Sterling Fund (Class K3) (7 August 2024)
(vii) £1,000,000 in BlackRock Institutional Sterling Liquidity Fund (Core) (2 August 2024)
(viii) £247,498 in Automated Analytics Limited (1 August 2024, equity)
(ix) £49,751 in Plyable Limited (14 August 2024, equity) (x) £43,780 in XR Games Limited (2 August 2024, loan)
(xi) £422,911 in Connected Data Company Limited (10 September 2024, equity)
realised the following equity and loan investments:
(i) Boiler Plan (UK) Limited for £1,507 on 24 June 2024
(ii) Project Falcon Topco Limited for £1,022,122 on 5 June 2024
(iii) Boomerang Commerce Inc for £37,728 on 22 August 2024
(iv) Life's Great Group Limited for £44,275 on 13 August 2024
(v) Royal London Short Term Fixed Income Fund (Class Y Income) for £1,019,289 on 2 August 2024
(vi) Aberdeen Standard Liquidity Fund (Lux) Sterling Fund (Class K3) for £1,000,000 on 1 August 2024
(vii) CB Technology Group Limited for £1,125,147 on 3 September 2024
(viii) MirrorWeb Limited for £2,331,147 on 22 August 2024
(ix) Novatus Global Limited for £2,632,276 on 2 September 2024
(x) QikServe Limited for £790,837 on 20 September 2024
Save for the above investments and realisations and general movements in cash/listed fixed income balances as a result of ongoing investments and realisations, and for general working capital purposes, there has been no material change to the valuations used to prepare the above analysis (as at 31 May 2024, being the date by reference to which those valuations were undertaken).
1 The investment trusts indicated above are companies incorporated in Guernsey.
2 The investment trusts indicated above are companies incorporated in Jersey.
3 The investment trusts indicated above are companies incorporated in Luxembourg.
The investment portfolio of Maven VCT 4 is shown below (the valuations being the latest valuations carried out by the Board as set out in its unaudited interim report for the six month period ended 30 June 2024) with disposals and new investments undertaken since 30 June 2024. New investments are valued at cost (unaudited) at the time of investment*. As at 25 September 2024 (being the latest practicable date prior to the publication of this document), the most recently published portfolio information, set out below, represented 83.6% of the net asset value of Maven VCT 4. Unless otherwise stated, all the investments set out below are in portfolio companies incorporated in the UK. None of the Maven VCT 4's investments comprise assets admitted to trading on a regulated market.
| Investment | Sector | Valuation £'000 |
Cost £'000 |
% of total assets |
Structure |
|---|---|---|---|---|---|
| Unlisted | |||||
| Horizon Ceremonies Limited (trading as Horizon Cremation) |
Business services | 4,769 | 2,463 | 5.6 | Debt/equity |
| BioAscent Discovery Limited | Pharmaceuticals, biotechnology & healthcare |
4,713 | 1,532 | 5.5 | Equity |
| MirrorWeb Limited | Software & technology | 3,307 | 990 | 3.8 | Equity |
| Bright Network (UK) Limited | Learning & development/recruitment technology |
3,218 | 1,706 | 3.7 | Equity |
| Rockar 2016 Limited (trading as Rockar) |
Software & technology | 3,110 | 1,766 | 3.6 | Debt/equity |
| QikServe Limited | Software & technology | 2,038 | 1,674 | 2.3 | Equity |
| WaterBear Education Limited | Business services | 2,031 | 987 | 2.3 | Debt/equity |
| HCS Control Systems Group Limited | Industrials & engineering | 1,942 | 1,201 | 2.2 | Debt/equity |
| Ensco 969 Limited (trading as DPP) | Industrials & engineering | 1,857 | 1,532 | 2.1 | Debt/equity |
| CB Technology Group Limited | Industrials & engineering | 1,813 | 1,097 | 2.1 | Debt/equity |
| NorthRow Limited | Software & technology | 1,482 | 1,699 | 1.7 | Debt/equity |
| Vodat Communications Group (VCG) Holding Limited |
Business services | 1,427 | 1,240 | 1.6 | Debt/equity |
| Whiterock Group Limited | Software & technology | 1,424 | 1,014 | 1.6 | Debt/equity |
| Zinc Digital Business Solutions Limited | Software & technology | 1,301 | 867 | 1.5 | Equity |
| Summize Limited | Software & technology | 1,275 | 796 | 1.5 | Equity |
| Relative Insight Limited | Marketing & advertising technology |
1,201 | 1,201 | 1.4 | Equity |
| Filtered Technologies Limited | Learning & development/recruitment technology |
1,184 | 1,100 | 1.4 | Debt/equity |
| Hublsoft Group Limited | Software & technology | 1,138 | 922 | 1.3 | Debt/equity |
| ebb3 Limited | Software & technology | 1,125 | 1,307 | 1.3 | Debt/equity |
| Martel Instruments Holdings Limited | Industrials & engineering | 1,038 | 701 | 1.2 | Debt/equity |
| Liftango Group Limited | Software & technology | 1,016 | 1,016 | 1.2 | Equity |
| RevLifter Limited | Marketing & advertising technology |
1,000 | 1,000 | 1.2 | Equity |
| 2degrees Limited (trading as Manufacture 2030) |
Software & technology | 970 | 698 | 1.1 | Equity |
| Bud Systems Limited | Learning & development/recruitment technology |
953 | 762 | 1.1 | Equity |
| CYSIAM Limited | Software & technology | 944 | 448 | 1.1 | Equity |
| Nano Interactive Group Limited | Marketing & advertising technology |
929 | 625 | 1.1 | Equity |
| Boomerang Commerce Inc (trading as CommerceIQ) |
Software & technology | 873 | 1,164 | 1.0 | Equity |
| DiffusionData Limited | Software & technology | 853 | 625 | 1.0 | Equity |
| Precursive Limited | Software & technology | 750 | 750 | 0.9 | Equity |
| Flow UK Holdings Limited | Business services | 735 | 1,047 | 0.8 | Debt/equity |
|---|---|---|---|---|---|
| CatTech International Limited | Industrials & engineering | 717 | 1,115 | 0.8 | Debt/equity |
| ORCHA Health Limited | Pharmaceuticals, biotechnology & healthcare |
709 | 709 | 0.8 | Equity |
| Growth Capital Ventures Limited | Software & technology | 650 | 639 | 0.7 | Equity |
| Maven Capital (Marlow) Limited | Business services | 650 | 650 | 0.7 | Debt |
| Delio Limited | Software & technology | 644 | 1,294 | 0.7 | Equity |
| XR Games Limited | Software & technology | 639 | 299 | 0.7 | Equity |
| Draper & Dash Limited (trading as RwHealth) |
Pharmaceuticals, biotechnology & healthcare |
621 | 621 | 0.7 | Debt/equity |
| mypura.com Group Limited (trading as Pura) |
Business services | 608 | 409 | 0.7 | Equity |
| CODILINK UK Limited (trading as Coniq) |
Software & technology | 600 | 400 | 0.7 | Equity |
| Metrion Biosciences Limited | Pharmaceuticals, biotechnology & healthcare |
597 | 597 | 0.7 | Equity |
| Plyable Limited | Software & technology | 597 | 597 | 0.7 | Equity |
| Sensoteq Limited | Software & technology | 597 | 597 | 0.7 | Equity |
| Enpal Limited (trading as Guru Systems) |
Software & technology | 581 | 581 | 0.7 | Debt/equity |
| Novatus Global Limited | Software & technology | 562 | 562 | 0.6 | Equity |
| The Algorithm People Limited | Software & technology | 558 | 420 | 0.6 | Equity |
| TC Communications Holdings Limited | Business services | 551 | 958 | 0.6 | Debt/equity |
| iAM Compliant Limited | Learning & development/recruitment technology |
492 | 298 | 0.6 | Equity |
| Horizon Technologies Consultants Limited |
Industrials & engineering | 466 | 448 | 0.5 | Equity |
| Biorelate Limited | Software & technology | 419 | 348 | 0.5 | Equity |
| Laverock Therapeutics Limited | Pharmaceuticals, biotechnology & healthcare |
398 | 398 | 0.5 | Equity |
| Shortbite Limited (trading as Fixtuur) | Software & technology | 347 | 798 | 0.4 | Equity |
| HiveHR Limited | Learning & development/recruitment technology |
346 | 346 | 0.4 | Equity |
| Snappy Shopper Limited | Software & technology | 309 | 309 | 0.4 | Equity |
| AMufacture Limited | Industrials & engineering | 261 | 261 | 0.3 | Debt/equity |
| Alderley Lighthouse Labs Limited | Pharmaceuticals, biotechnology & healthcare |
249 | 249 | 0.3 | Equity |
| Zing TopCo Limited (trading as Zing) | Business services | 185 | 185 | 0.2 | Debt/equity |
| McKenzie Intelligence Services Limited | Business services | 159 | 159 | 0.2 | Equity |
| ISN Solutions Group Limited | Business services | 143 | 467 | 0.2 | Debt/equity |
| Reed Thermoformed Packaging Limited (trading as iPac Packaging Innovations) |
Business services | 140 | 100 | 0.2 | Debt/equity |
| Rico Developments Limited (trading as Adimo) |
Marketing & advertising technology |
100 | 200 | 0.1 | Equity |
| Other unlisted investments | 20 | 3,699 | 0 | ||
| Total unlisted | 64,331 | 52,643 | 74.4 | ||
| AIM Quoted | |||||
| GENinCode PLC | 454 | 760 | 0.6 | ||
| MaxCyte Inc | 383 | 207 | 0.5 | ||
| Kanabo Group PLC | 330 | 2,986 | 0.5 | ||
| Diaceutics PLC | 260 | 161 | 0.3 | ||
| Intelligent Ultrasound Group PLC | 248 | 400 | 0.3 | ||
| Oxford Metrics PLC | 231 | 80 | 0.3 | ||
| Verici Dx PLC | 112 | 373 | 0.1 |
|---|---|---|---|
| Eden Research PLC | 111 | 160 | 0.1 |
| KRM22 PLC | 110 | 220 | 0.1 |
| SkinBioTherapeutics PLC | 110 | 208 | 0.1 |
| One Media IP Group PLC | 106 | 186 | 0.1 |
| C4X Discovery Holdings PLC | 96 | 137 | 0.1 |
| Creo Medical Group PLC | 89 | 497 | 0.1 |
| TPXimpact Holdings PLC | 66 | 107 | 0.1 |
| Pulsar Group PLC (formerly Access Intelligence PLC) |
61 | 35 | 0.1 |
| Cambridge Cognition Holdings PLC | 59 | 62 | 0.1 |
| AFC Energy PLC | 59 | 57 | 0.1 |
| Avacta Group PLC | 54 | 16 | 0.1 |
| Vianet Group PLC | 43 | 49 | 0 |
| Feedback PLC | 42 | 121 | 0.0 |
| Destiny Pharma PLC | 27 | 206 | 0.0 |
| Crossword Cybersecurity PLC | 24 | 122 | 0.0 |
| Spectral AI | 22 | 99 | 0.0 |
| Angle PLC | 19 | 82 | 0.0 |
| Hardide PLC | 15 | 122 | 0.0 |
| ReNeuron Group PLC | 13 | 277 | 0.0 |
| Other quoted investments | 26 | 1070 | 0 |
| Total AIM quoted | 3,170 | 8,800 | 3.7 |
| Private equity investment trusts | |||
| HgCapital Trust PLC | 1,012 | 531 | 1.2 |
| Patria Private Equity Trust PLC (formerly abrdn Private Equity |
516 | 367 | 0.6 |
| Opportunities Trust PLC) ICG Enterprise Trust PLC |
483 | 381 | 0.6 |
| Partners Group Private Equity Limited (formerly Princess Private Equity 1 |
379 | 336 | 0.4 |
| Holding Limited) Apax Global Alpha Limited1 |
370 | 344 | 0.4 |
| CT Private Equity Trust PLC | 362 | 293 | 0.4 |
| NB Private Equity Partners Limited1 | 360 | 371 | 0.4 |
| HarbourVest Global Private Equity Limited1 |
268 | 153 | 0.3 |
| Pantheon International PLC | 144 | 99 | 0.2 |
| Total private equity investment trusts |
3,894 | 2,875 | 4.5 |
| Fixed income investment trusts | |||
| TwentyFour Income Fund Limited1 | 175 | 195 | 0.2 |
| Alcentra European Floating Rate Income Fund Limited |
9 | 11 | 0.0 |
| Total fixed income investment trusts | 184 | 206 | 0.2 |
| Real estate investment trust | |||
| Impact Healthcare REIT PLC Total real estate investment trusts |
207 207 |
235 235 |
0.2 0.2 |
| 256 | 260 | 0.3 | |
|---|---|---|---|
| 248 | 280 | 0.3 | |
| 238 | 270 | 0.3 | |
| 225 | 250 | 0.3 | |
| 187 | 260 | 0.2 | |
| 1,154 | 1,320 | 1.4 | |
| 181 | 149 | 0.2 | |
| 157 | 125 | 0.2 | |
| 338 | 274 | 0.4 | |
| 1,028 | 1,020 | 1.3 | |
| 1,008 | 1,026 | 1.3 | |
| 2,036 | 2,046 | 2.6 | |
| 1,000 | 1,000 | 1.1 | |
| 1,000 | 1,000 | 1.1 | |
| 1,000 | 1,000 | 1.1 | |
| 1,000 | 1,000 | 1.1 | |
| 1,000 | 1,000 | 1.1 | |
| 5,000 | 5,000 | 5.5 | |
| 80,314 | 73,399 | 92.9 | |
Notes:
*the company has since 30 June 2024:
made the following investments:
(i) £200,000 in Shortbite Limited (25 July 2024, equity) (ii) £247,498 in Automated Analytics Limited (1 August 2024, equity) (iii) £1,000,000 in Goldman Sachs Liquid Reserves (Institutional) (7 August 2024, units)
(iv) £99,500 in Plyable Limited (14 August 2024, equity)
(v) £43,780 in XR Games Limited (2 August 2024, loan)
(vi) £422,860 in Connected Data Company Limited (10 September 2024, equity)
realised the following equity and loan investments:
(i) Alcentra European Floating Rate Income Fund Limited for £164 on 24 July 2024
(ii) Boomerang Commerce Inc for £51,386 on 22 August 2024
(iii) Destiny Pharma PLC for £8,124 on 2 and 5 August 2024
(iv) Life's Great Group Limited for £47,402 on 13 August 2024
(v) Royal London Short Term Fixed Income Fund (Class Y Income) for £1,019,289 on 2 August 2024
(vi) Verici Dx PLC for £15,865 on 31 July 2024
(vii) CB Technology Group Limited for £1,957,091 on 3 September 2024
(viii) MirrorWeb Limited for £4,502,526 on 22 August 2024
(ix) Novatus Global Limited for £2,632,276 on 2 September 2024
(x) QikServe Limited for £2,012,194 on 20 September 2024
Save for the above investments and realisations and general movements in cash/listed fixed income balances as a result of ongoing investments and realisations, and for general working capital purposes, there has been no material change to the valuations used to prepare the above analysis (as at 30 June 2024, being the date by reference to which those valuations were undertaken).
1 The investment trusts indicated above are companies incorporated in Guernsey.
2 The investment trusts indicated above are companies incorporated in Jersey.
3 The investment trusts indicated above are companies incorporated in Luxembourg.
The investment portfolio of Maven VCT 5 is shown below (the valuations being the latest valuations carried out by the Board as set out in its unaudited interim report for the six month period ended 31 May 2024) with disposals and new investments undertaken since that date noted at the end. New investments are valued at cost (unaudited), in accordance with the accounting policy of Maven VCT 5, at the time of investment*. As at 25 September 2024 (being the latest practicable date prior to the publication of this document), the most recently published portfolio information, set out below, represented 89.3% of the net asset value of Maven VCT 5. Unless otherwise stated, all the investments set out below are in portfolio companies incorporated in the UK. None of the Maven VCT 5's investments comprise assets admitted to trading on a regulated market.
| Investment | Sector | Valuation £'000 |
Cost £'000 |
% of total assets |
Structure |
|---|---|---|---|---|---|
| Unlisted | |||||
| MirrorWeb Limited | Software & technology | 3,632 | 1,300 | 5.3 | Equity |
| Bright Network (UK) Limited | Learning & development/recruitment technology |
2,493 | 1,264 | 3.6 | Equity |
| Rockar 2016 Limited (trading as Rockar) |
Software & technology | 1,683 | 1,023 | 2.4 | Debt/equity |
| 2 degrees Limited (trading as Manufacture 2030) |
Software & technology | 1,385 | 997 | 2.0 | Equity |
| Horizon Technologies Consultants Limited |
Industrials & engineering | 1,328 | 1,296 | 1.9 | Debt/equity |
| Horizon Ceremonies Limited (trading as Horizon Cremation) |
Business services | 1,298 | 660 | 1.9 | Debt/equity |
| Summize Limited | Software & technology | 1,222 | 647 | 1.8 | Equity |
| Liftango Group Limited | Software & technology | 1,195 | 1,195 | 1.8 | Equity |
| Bud Systems Limited | Learning & development/recruitment technology |
1,057 | 846 | 1.6 | Equity |
| DiffusionData Limited | Software & technology | 1,006 | 725 | 1.5 | Equity |
| Precursive Limited | Software & technology | 1,000 | 1,000 | 1.5 | Equity |
| Zinc Digital Business Solutions Limited |
Software & technology | 989 | 677 | 1.5 | Equity |
| CYSIAM Limited | Software & technology | 986 | 373 | 1.4 | Equity |
| CB Technology Group Limited | Industrials & engineering | 979 | 521 | 1.4 | Debt/equity |
| NorthRow Limited | Software & technology | 979 | 979 | 1.4 | Debt/equity |
| Hublsoft Group Limited | Software & technology | 969 | 786 | 1.4 | Debt/equity |
| Nano Interactive Group Limited | Marketing & advertising technology | 929 | 625 | 1.4 | Equity |
| Relative Insight Limited | Marketing & advertising technology | 899 | 899 | 1.3 | Equity |
| Enpal Limited (trading as Guru Systems) |
Software & technology | 891 | 891 | 1.3 | Debt/equity |
| mypura.com Group Limited (trading as Pura) |
Business services | 862 | 448 | 1.3 | Equity |
| Novatus Global Limited | Software & technology | 861 | 861 | 1.3 | Equity |
| Draper & Dash Limited (trading as RwHealth) |
Pharmaceuticals, biotechnology & healthcare |
860 | 860 | 1.3 | Debt/equity |
| iAM Compliant Limited | Learning & development/recruitment technology |
806 | 489 | 1.2 | Equity |
| BioAscent Discovery Limited | Pharmaceuticals, biotechnology & healthcare |
785 | 174 | 1.2 | Equity |
| Filtered Technologies Limited | Learning & development/recruitment technology |
785 | 750 | 1.2 | Debt/equity |
| ORCHA Health Limited | Pharmaceuticals, biotechnology & healthcare |
775 | 775 | 1.1 | Equity |
| Whiterock Group Limited | Software & technology | 729 | 520 | 1.1 | Debt/equity |
| Biorelate Limited | Software & technology | 718 | 597 | 1.1 | Equity |
| CODILINK UK Limited (trading as Coniq) |
Software & technology | 675 | 450 | 1.0 | Equity |
| Plyable Limited | Software & technology | 647 | 647 | 1.0 | Equity |
| Reed Thermoformed Packaging Limited (trading as iPac Packaging Innovations) |
Business services | 631 | 448 | 0.9 | Debt/equity |
|---|---|---|---|---|---|
| Turnkey Group (UK) Holdings Limited |
Software & technology | 604 | 1,208 | 0.9 | Debt/equity |
| QikServe Limited | Software & technology | 602 | 494 | 0.9 | Equity |
| Metrion Biosciences Limited | Pharmaceuticals, biotechnology & healthcare |
597 | 597 | 0.9 | Equity |
| Sensoteq Limited | Software & technology | 597 | 597 | 0.9 | Equity |
| Ensco 969 Limited (trading as DPP) | Industrials & engineering | 551 | 435 | 0.8 | Debt/equity |
| HCS Control Systems Group Limited |
Industrials & engineering | 550 | 373 | 0.8 | Debt/equity |
| WaterBear Education Limited | Business services | 506 | 245 | 0.7 | Debt/equity |
| Laverock Therapeutics Limited | Pharmaceuticals, biotechnology & healthcare |
498 | 498 | 0.7 | Equity |
| Boomerang Commerce IQ (trading as CommerceIQ) |
Software & technology | 484 | 646 | 0.7 | Equity |
| HiveHR Limited | Learning & development/recruitment technology |
413 | 413 | 0.6 | Equity |
| Vodat Communications Group (VCG) Holding Limited |
Business services | 396 | 264 | 0.6 | Debt/equity |
| Rico Developments Limited (trading as Adimo) |
Marketing & advertising technology | 380 | 760 | 0.6 | Equity |
| Delio Limited | Software & technology | 378 | 998 | 0.6 | Equity |
| Project Falcon Topco Limited (trading as Quorum Cyber) |
Software & technology | 377 | 126 | 0.6 | Equity |
| Flow UK Holdings Limited | Business services | 350 | 498 | 0.5 | Debt/equity |
| Shortbite Limited (trading as Fixtuur) |
Software & technology | 327 | 684 | 0.5 | Equity |
| Servoca PLC | Business services | 322 | 136 | 0.5 | Equity |
| Snappy Shopper Limited | Software & technology | 307 | 307 | 0.5 | Equity |
| ebb3 Limited | Software & technology | 303 | 206 | 0.4 | Debt/equity |
| XR Games Limited | Software & technology | 301 | 299 | 0.4 | Equity |
| RevLifter Limited | Marketing & advertising technology | 300 | 300 | 0.4 | Equity |
| Growth Capital Ventures Limited | Software & technology | 275 | 264 | 0.4 | Equity |
| AMufacture Limited | Industrials & engineering | 261 | 261 | 0.4 | Debt/equity |
| Alderley Lighthouse Labs Limited | Pharmaceuticals, biotechnology & healthcare |
249 | 249 | 0.4 | Equity |
| CatTech International Limited | Industrials & engineering | 243 | 299 | 0.4 | Debt/equity |
| Automated Analytics Limited | Marketing & advertising technology | 220 | 150 | 0.3 | Equity |
| The Algorithm People Limited | Software & technology | 186 | 140 | 0.3 | Equity |
| Zing TopCo Limited (trading as Zing) |
Business services | 185 | 185 | 0.3 | Debt/equity |
| McKenzie Intelligence Services Limited |
Business services | 159 | 159 | 0.2 | Equity |
| ISN Solutions Group Limited | Business services | 65 | 250 | 0.1 | Debt/equity |
| Other unlisted investments | 24 | 3,296 | - | ||
| Total unlisted | 45,064 | 39,060 | 66.4 | ||
| AIM/AQSE quoted | |||||
| Water Intelligence PLC | 905 | 163 | 1.4 | ||
| Concurrent Technologies PLC | 492 | 161 | 0.8 | ||
| GENinCode PLC | 368 | 557 | 0.6 | ||
| Vianet Group PLC | 355 | 405 | 0.5 | ||
| Avingtrans PLC | 350 | 54 | 0.5 | ||
| Pulsar Group PLC (formerly Access Intelligence PLC) |
347 | 224 | 0.5 | ||
| Netcall PLC | 293 | 26 | 0.4 |
| Synectics PLC | 247 | 308 | 0.4 |
|---|---|---|---|
| K3 Business Technology Group PLC |
195 | 238 | 0.3 |
| Kanabo Group PLC | 194 | 1,639 | 0.3 |
| Anpario PLC | 136 | 57 | 0.2 |
| Eden Research PLC | 133 | 199 | 0.2 |
| Arecor Therapeutics PLC | 115 | 167 | 0.2 |
| Croma Security Solutions Group PLC |
111 | 433 | 0.2 |
| Intelligent Ultrasound Group PLC | 98 | 118 | 0.1 |
| BiVictriX Therapeutics PLC | 83 | 99 | 0.1 |
| Incanthera PLC | 70 | 49 | 0.1 |
| Transense Technologies PLC | 44 | 1,188 | 0.1 |
| Merit Group PLC | 36 | 450 | 0.1 |
| Feedback PLC | 35 | 74 | 0.1 |
| C4X Discovery Holdings PLC | 28 | 40 | - |
| Crossword Cybersecurity PLC | 23 | 150 | - |
| Avacta Group PLC | 18 | 7 | - |
| Verici Dx PLC | 17 | 76 | - |
| Destiny Pharma PLC | 16 | 69 | - |
| Directa Plus PLC | 16 | 120 | - |
| Gelion PLC | 15 | 121 | - |
| XP Factory PLC | 15 | 26 | - |
| LungLife AI | 12 | 114 | - |
| Other quoted investments | 46 | 4,283 | - |
| Total AIM/AQSE quoted | 4,813 | 11,615 | 7.1 |
| Private equity investment trusts | |||
| HgCapital Trust PLC | 706 | 499 | 1.0 |
| Patria Private Equity Trust PLC (formerly abrdn Private Equity |
486 | 377 | 0.7 |
| Opportunities Trust) NB Private Equity Partners Limited1 |
400 | 412 | 0.6 |
| ICG Enterprise Trust PLC | 329 | 305 | 0.5 |
| CT Private Equity Trust PLC | 297 | 300 | 0.4 |
| Apax Global Alpha Limited1 | 206 | 225 | 0.3 |
| Pantheon International PLC | 126 | 129 | 0.2 |
| Caledonia Investments PLC | 112 | 112 | 0.2 |
| Total private equity investment trusts |
2,662 | 2,359 | 3.9 |
| Global equity investment trusts | |||
| Alliance Trust PLC | 181 | 149 | 0.3 |
| JPMorgan Global Growth & Income PLC |
175 | 150 | 0.3 |
| Total global equity investment trusts |
356 | 299 | 0.6 |
| Real estate investment trust | |||
| Impact Healthcare REIT PLC | 220 | 244 | 0.3 |
| Total real estate investment trust | 220 | 244 | 0.3 | |
|---|---|---|---|---|
| Infrastructure investment trusts | ||||
| BBGI Global Infrastructure SA2 | 336 | 372 | 0.5 | |
| 3i Infrastructure PLC3 | 332 | 320 | 0.5 | |
| Pantheon Infrastructure PLC | 285 | 312 | 0.4 | |
| International Public Partnerships Limited1 |
259 | 300 | 0.4 | |
| JLEN Environmental Assets Group Limited1 |
232 | 320 | 0.3 | |
| Total infrastructure investment trusts |
1,444 | 1,624 | 2.1 | |
| Open-ended investment companies |
||||
| Royal London Short Term Fixed | 1,024 | 1,020 | 1.5 | |
| Income Fund (Class Y Income) Royal London Short Term Money Market Fund (Class Y Income) |
1,004 | 1,026 | 1.5 | |
| Total open-ended investment companies |
2,028 | 2,046 | 3.0 | |
| Money market funds | ||||
| Aberdeen Standard Liquidity Fund (Lux) - Sterling Fund (Class K3) |
1,000 | 1,000 | 1.5 | |
| Aviva Investors Sterling Government Liquidity Fund |
1,000 | 1,000 | 1.5 | |
| BlackRock Institutional Sterling Government Liquidity Fund (Core Dis) |
1,000 | 1,000 | 1.5 | |
| Fidelity Institutional Liquidity Sterling Fund (Class F) |
1,000 | 1,000 | 1.5 | |
| HSBC Sterling Liquidity Fund (Class A) |
1,000 | 1,000 | 1.4 | |
| Total money market funds | 5,000 | 5,000 | 7.4 | |
| Total investments | 61,587 | 62,247 | 90.8 |
Notes:
*the company has since 31 May 2024:
made the following investments:
(i) £17,760 in BBGI Global Infrastructure SA (7 June 2024, equity)
(ii) £62,055 in Cambridge Cognition PLC (18 June 2024, equity)
(iii) £50,000 in Filtered Technologies Limited (12 June 2024, loan)
(vi) £200,000 in Shortbite Limited (25 July 2024, equity)
(vii) £198,995 in Summize Limited (14 June 2024, equity)
(viii) £1,000,000 in BlackRock Institutional Sterling Liquidity Fund (Core) (2 August 2024)
(ix) £99,005 in Automated Analytics Limited (1 August 2024, equity)
(x) £49,749 in Plyable Limited (14 August 2024, equity)
(xi) £43,780 in XR Games Limited (2 August 2024, loan)
(xii) £422,860 in Connected Data Company Limited (10 September 2024, equity)
realised the following equity and loan investments:
(i) Boiler Plan (UK) Limited for £1,314 on 24 June 2024
(ii) Incanthera PLC for £7,800 on 19 and 23 July 2024
(iii) Project Falcon Topco Limited for £383,348 on 5 June 2024
(iv) Boomerang Commerce Inc for £28,025 on 22 August 2024
(v) Destiny Pharma PLC for £2,708 on 2 and 5 August 2024
(vi) Life's Great Group Limited for £37,169 on 12 August 2024
(vii) Royal London Short Term Fixed Income Fund (Class Y Income) for £1,019,289 on 2 August 2024
(viii) Verici Dx PLC for £1,902 on 31 July 2024
(ix) CB Technology Group Limited for £1,056,831 on 3 September 2024
(x) MirrorWeb Limited for £4,860,900 on 22 August 2024
(xi) Novatus Global Limited for £4,024,309 on 2 September 2024
(ix) QikServe Limited for £594,497 on 20 September 2024
and, save for the above investments and realisations and general movements in cash/listed fixed income balances as a result of ongoing investments and realisations, and for general working capital purposes, there has been no material change to the valuations used to prepare the above analysis (as at 31 May 2024, being the date by reference to which those valuations were undertaken).
1 The investment trusts indicated above are companies incorporated in Guernsey.
2 The investment trusts indicated above are companies incorporated in Luxembourg.
3 The investment trusts indicated above are companies incorporated in Jersey.
VCT 1 Shares, provided always that:
(a) As at 25 September 2024 (being the latest practicable date prior to publication of this document), save as set out below, Maven VCT 1 was not aware of any person who, directly or indirectly, has an interest in Maven VCT 1's share capital or voting rights that is notifiable under UK law:
| Maven VCT 1 Shareholder | Number of Maven VCT 1 Shares | % of issued Maven VCT 1's share capital |
|---|---|---|
| Hargreaves Lansdown (Nominees) Limited (HLNOM Account) |
5,944,198 | 3.70% |
| UBS Private Banking Nominees Ltd 5,357,412 (Main Pool) |
3.33% | |
|---|---|---|
| -------------------------------------------------------------- | -- | ------- |
(b) As at 25 September 2024 (being the latest practicable date before the publication of this document) the shareholdings of the Maven VCT 1 Directors were as follows:
| Maven VCT 1 Director | Number of Maven VCT 1 Shares | % of issued Maven VCT 1's share capital |
|---|---|---|
| John Pocock | 100,812 | 0.06% |
| Alison Fielding | 196,610 | 0.12% |
| Andrew Harrington | 182,526 | 0.11% |
John Pocock, as chair of Maven VCT 1, is entitled to annual remuneration of £25,066, while the annual remuneration receivable by Alison Fielding is £21,167 and receivable by Andrew Harrington is £22,937.
Save as disclosed in this paragraph, Maven VCT 1 has not entered, other than in the ordinary course of business, into any contract which is, or may be material to, Maven VCT 1 within the two years immediately preceding the publication of this document or into any contract that contains any provision under which Maven VCT 1 has any obligation or entitlement which is material to Maven VCT 1 as at the date of this document:
the management and administration deed may be terminated by either party giving twelve months' prior notice in writing at any time and may also be terminated in circumstances of breach and certain other matters. In accordance with the terms of the investment management and administration deed the Manager will pursue an active investment strategy.
Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 1 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in the usual form for a contract of this type. The agreement allowed for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arose or if there was any breach of warranty.
The Maven VCT 1 Board has a policy of distributing tax-free dividends to Qualifying Shareholders.
Decisions on distributions take into consideration a number of factors, including the realisation of capital gains, the adequacy of distributable reserves, the availability of surplus revenue and the VCT qualifying level, all of which are kept under close and regular review.
The Maven VCT 1 Board and the Manager recognise the importance of tax-free distributions to Shareholders and, subject to the considerations outlined above, will target an annual dividend of 6% of the NAV per Share at the immediately preceding year end. It should be noted that the effect of paying a dividend is to reduce the NAV of Maven VCT 1 by the total cost of the distribution.
As the portfolio continues to expand and a greater proportion of holdings are invested in companies with high growth potential, the timing of distributions will be more closely linked to realisation activity, whilst also reflecting Maven VCT 1's requirement to maintain its VCT qualifying level. If larger distributions are required as a consequence of significant exits, this will result in a corresponding reduction in NAV per share. However, the Maven VCT 1 Board considers this to be a tax efficient means of returning value to Shareholders, whilst ensuring ongoing compliance with the requirements of the VCT legislation.
(a) As at 25 September 2024 (being the latest practicable date prior to publication of this document), save as set out below, Maven VCT 3 was not aware of any person who directly or indirectly, has an interest in Maven VCT 3's share capital or voting rights that is notifiable under UK law:
| Maven VCT 3 Shareholder | No. of Maven VCT 3 Shares | % of issued Maven VCT 3's share capital |
|---|---|---|
| Hargreaves Lansdown (Nominees) Limited – HLNOM Account |
6,046,774 | 4.95% |
(b) As at 25 September 2024 (being the latest practicable date before the publication of this document) the shareholdings of the Maven VCT 3 Directors were as follows:
| Maven VCT 3 Director | No. of Maven VCT 3 Shares | % of issued Maven VCT 3's share capital | |
|---|---|---|---|
| Keith Pickering | 242,386 | 0.20% | |
| David Allan | 62,280 | 0.05% | |
| Bill Nixon | 1,124,650 | 0.92% | |
| David Priseman | 29,638 | 0.02% |
Keith Pickering, as chair of Maven VCT 3, is entitled to annual remuneration of £20,939, while the annual remuneration receivable by David Allan is £18,800 and by David Priseman is £18,800. In relation to Bill Nixon, the annual remuneration receivable is £18,800 (and since that fee is payable to the Manager it is subject to VAT).
renewable on an annual basis.
Save as disclosed in this paragraph, Maven VCT 3 has not entered, other than in the ordinary course of business, into any contract which is, or may be material to, Maven VCT 3 within the two years immediately preceding the publication of this document or into any contract that contains any provision under which Maven VCT 3 has any obligation or entitlement which is material to Maven VCT 3 as at the date of this document:
the management and administration deed may be terminated by either party giving twelve months' prior notice in writing at any time and may also be terminated in circumstances of breach and certain other matters. In accordance with the terms of the investment management and administration deed the Manager will pursue an active investment strategy.
(b) A co-investment agreement dated 19 June 2006 between Maven VCT 3 and Aberdeen Asset Managers Limited (which was subsequently novated to Maven and amended with effect from 1 December 2012) in respect of a co-investment scheme with Maven, which enabled employees and officers of Maven to participate in new and follow-on investments in portfolio companies alongside Maven VCT 3. All such investments were made through a nominee and under terms agreed by the Maven VCT 3 Board. The terms of the scheme ensured that all investments in ordinary shares were made at the same time and on identical terms to those of Maven VCT 3 and that no selection of investments was allowed. Total investment by participants in the coinvestment scheme was originally set at 5% of the aggregate amount of ordinary shares subscribed for by Maven VCT 3 and the co-investment scheme, except where the only securities to be acquired by Maven VCT 3 were ordinary shares or AIM quoted securities, in which case the investment percentage would be 1.5%. Where Maven VCT 3 partially divests from AIM holdings, the co-investment scheme is permitted to realise the 1.5% allocation in full. In some circumstances, the co-investment scheme may also sell AIM holdings that Maven VCT 3 may retain in order to comply with VCT qualifying criteria. The original 5% total investment limit was increased to 8% with effect from 1 December 2012 (with ordinary shares that only have an entitlement to a fixed rate return also being excluded from determining the level of co-investment). Notwithstanding the above, co-investment would only be offered alongside the relevant investment if that co-investment would not result in the aggregate of all coinvestments made in the relevant calendar year of the scheme exceeding 5% of Maven VCT 3's net assets. Further to the deed of amendment and restatement dated 22 September 2017 as referred to in paragraph 4(d) below, Maven and Maven VCT 3 agreed to vary that the terms of the co-investment agreement with the effect that the 8% total investment limit would be reduced back down to 5% with effect from 1 December 2017, with the change being made to take into account the introduction of the new performance incentive fee arrangement with Maven. Due to significantly increased administration costs, the co-investment scheme was suspended with effect from 11 October 2018 pending a review by Maven. It was agreed to re-introduce the coinvestment scheme with effect from 5 March 2021 with the same terms as were in place previously.
pursuant to which Howard Kennedy agreed to act as sponsor to the 2023 Maven VCT 3 Offer and Maven undertook, as agent of Maven VCT 3, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven were obliged to subscribe for New Shares under the 2023 Maven VCT 3 Offer. Under the agreement Maven VCT 3 agreed to pay Maven an Offer Administration Fee in respect of the 2023 Maven VCT 3 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven agreed to meet the costs of the 2023 Maven VCT 3 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 3) and have also agreed to indemnify Maven VCT 3 against any costs of the 2023 Maven VCT 3 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the 2023 Maven VCT 3 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties were given by Maven VCT 3 and the Maven VCT 3 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 3 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arose or if there was any breach of warranty.
(j) An offer agreement dated 27 September 2024 between Maven VCT 3, the Maven VCT 3 Directors, Howard Kennedy and Maven, pursuant to which Howard Kennedy has agreed to act as sponsor to the Maven VCT 3 Offer and Maven has undertaken, as agent of Maven VCT 3, to use its reasonable endeavours to procure subscribers under that offer. Neither Howard Kennedy nor Maven are obliged to subscribe for New Shares under the Maven VCT 3 Offer. Under the agreement Maven VCT 3 have agreed to pay Maven an Offer Administration Fee in respect of the Maven VCT 3 Offer of 2.5% of the Application Amounts in respect of applications accepted under that offer. Maven have agreed to meet the costs of the Maven VCT 3 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 3) and have also agreed to indemnify Maven VCT 3 against any costs of the Maven VCT 3 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the Maven VCT 3 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties have been given by Maven VCT 3 and the Maven VCT 3 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 3 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in the usual form for a contract of this type. The agreement provides for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arises or if there is any breach of warranty.
The Maven VCT 3 Board has a policy of distributing tax-free dividends to Qualifying Shareholders.
Decisions on distributions take into consideration a number of factors, including the realisation of capital gains, the adequacy of distributable reserves, the availability of surplus revenue and the VCT qualifying level, all of which are kept under close and regular review.
The Maven VCT 3 Board and the Manager recognise the importance of tax-free distributions to Shareholders and, subject to the considerations outlined above, will target an annual dividend of 6% of the NAV per Share at the immediately preceding year end. It should be noted that the effect of paying a dividend is to reduce the NAV of Maven VCT 3 by the total cost of the distribution.
As the portfolio continues to expand and a greater proportion of holdings are in companies with high growth potential, the timing of distributions will be more closely linked to realisation activity, whilst also reflecting Maven VCT 3's requirement to maintain its VCT qualifying level. If larger distributions are required as a consequence of significant exits, this will result in a corresponding reduction in NAV per share. However, the Maven VCT 3 Board considers this to be a tax efficient means of returning value to Maven VCT 3 Shareholders, whilst ensuring ongoing compliance with the requirements of the VCT legislation.
admitted to the Official List, is subject to the Listing Rules and the Disclosure Guidance and Transparency Rules.
(g) The ISIN and SEDOL numbers for the Maven VCT 4 Shares are GB00B043QW84 and B043QW8 respectively.
That, a general meeting other than an annual general meeting may be called on not less than 14 days' clear notice;
(c) At the general meeting of Maven VCT 4 to be held on 14 November 2024, the following ordinary and special resolutions will be proposed:
(a) As at 25 September 2024 (being the latest practicable date prior to publication of this document), save as set out below, Maven VCT 4 was not aware of any person who directly or indirectly, has an interest in the Maven VCT 4's share capital or voting rights which is notifiable under UK law:
| Maven VCT 4 Shareholder | No. of Maven VCT 4 Shares | % of issued Maven VCT 4's share capital |
|---|---|---|
| Hargreaves Lansdown (Nominees) Limited – HLNOM account |
8,282,389 | 5.83% |
(b) As at 25 September 2024 (being the latest practicable date before the publication of this document) the shareholdings of the Maven VCT 4 Directors were as follows:
| Maven VCT 4 Director | No. of Maven VCT 4 Shares |
% of issued Maven VCT 4's share capital | |
|---|---|---|---|
| Fraser Gray | 148,301 | 0.10% | |
| Brian Colquhoun | 16,207 | 0.01% | |
| Bill Nixon | 1,400,578 | 0.99% | |
| Steven Scott | 358,164 | 0.25% |
months' notice), subject to retirement by rotation and earlier cessation for any reason under the Maven VCT 4 Articles. There are no commission or profit-sharing arrangements and no compensation is payable on termination of the agreements.
Fraser Gray, as chair of Maven VCT 4, is entitled to annual remuneration of £22,950, while the annual remuneration receivable by Steven Scott and Brian Colquhoun is £19,800 each. In relation to Bill Nixon, the annual remuneration receivable is £19,800 (and, since that fee is payable to the Manager, it is subject to VAT).
Save as disclosed in this paragraph, Maven VCT 4 has not entered, other than in the ordinary course of business, into any contract which is or may be material to Maven VCT 4 within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Maven VCT 4 has any obligation or entitlement which is material to Maven VCT 4 as at the date of this document:
costs of the Maven VCT 4 Offer, excluding any initial commissions and any annual execution-only trail commissions (the payment of the latter will be the responsibility of Maven VCT 4) and has also agreed to indemnify Maven VCT 4 against any costs of the Maven VCT 4 Offer (excluding such commissions) in excess of 2.5% of the aggregate Application Amounts in relation to all New Shares subscribed for pursuant to the Maven VCT 4 Offer; and
(v) following a deed of variation entered into on 13 October 2023 in respect of its investment management agreement, Maven VCT 4 has agreed to introduce a cap on the total expenses to be paid to Maven of 3.5% per annum of the net asset value at the end of the relevant financial period, calculated before deduction of management and administration expenses or any regulatory and exceptional items such as merger costs or performance incentive fees in respect of that financial year, and
the management and administration deed may be terminated by either party giving twelve months' prior notice in writing at any time and may also be terminated in circumstances of breach and certain other matters. In accordance with the terms of the investment management and administration deed the Manager will pursue an active investment strategy.
of applications accepted under that offer. Maven agreed to meet the costs of the 2022 Maven VCT 4 Offer, excluding any initial commissions and any annual execution-only intermediary trail commissions (the payment of the latter will be the responsibility of Maven VCT 4) and also agreed to indemnify Maven VCT 4 against any costs of the 2022 Maven VCT 4 Offer (excluding such commissions) in excess of 2.5% of the aggregate of all Application Amounts in relation to all New Shares subscribed for pursuant to the 2022 Maven VCT 4 Offer. Under the agreement, which may be terminated by Howard Kennedy and Maven in certain circumstances, certain warranties were given by Maven VCT 4 and the Maven VCT 4 Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 4 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arose or if there was any breach of warranty.
The Maven VCT 4 Board has a policy of distributing tax-free dividends to Qualifying Shareholders.
Decisions on distributions take into consideration a number of factors, including the realisation of capital gains, the adequacy of distributable reserves, the availability of surplus revenue and the VCT qualifying level, all of which are kept under close and regular review.
The Maven VCT 4 Board and the Manager recognise the importance of tax-free distributions to Shareholders and, subject to the considerations outlined above, will target an annual dividend of 6% of the NAV per Share at the immediately preceding year end. It should be noted that the effect of paying a dividend is to reduce the NAV Maven VCT 4 by the total cost of the distribution.
As the portfolio continues to expand and the proportion of holdings in companies with high growth potential increases, the timing of distributions will be more closely linked to realisation activity, whilst also reflecting Maven VCT 4's requirement to maintain its VCT qualifying level. If larger distributions are required as a consequence of significant exits, this will result in a corresponding reduction in NAV per Share. However, the Maven VCT 4 Board considers this to be a tax efficient means of returning value to Shareholders, whilst ensuring ongoing compliance with the requirements of the VCT legislation.
(a) The maximum expenses payable by Maven VCT 4 to the Manager in connection with the Maven VCT 4 Offer (including VAT where applicable) will be an amount equal to 2.5% of the Application Amounts in respect of applications accepted under the Maven VCT 4 Offer. The total expenses will, therefore, be a maximum of £250,000 (assuming the Maven VCT 4 Offer achieving the maximum subscription (including full utilisation of the over allotment facility available to Maven VCT 4), no Applications being eligible for Early Investment Incentive discounts; and no initial adviser charges or commissions being paid in connection with Applications). This represents 0.28% of Maven VCT 4's net assets as shown in its unaudited financial statements for the six month period ended 30 June 2024. The maximum net proceeds will, on the same basis, amount to £9,750,000. The issue premium on a New Share issued pursuant to the Maven VCT 4 Offer will be the difference between the issue price of that share and the nominal value thereof of 10p.
the date on which the shares are purchased; and
(a) As at 25 September 2024 (being the latest practicable date prior to publication of this document), save as set out below, Maven VCT 5 was not aware of any person who directly or indirectly, has an interest in the Maven VCT 5's share capital or voting rights that is notifiable under UK law:
| Maven VCT 5 Shareholder Number of Maven VCT 5 Shares |
% of issued Maven VCT 5 share capital |
||
|---|---|---|---|
| Hargreaves Lansdown (Nominees) Limited (HLNOM Account) |
9,009,947 | 4.28% | |
| UBS Private Banking Nominees Ltd (Main Pool Account) |
7,283,149 | 3.46% |
(b) As at 25 September 2024 (being the latest practicable date before the publication of this document) the shareholdings of the Maven VCT 5 Directors were as follows:
| Maven VCT 5 Director | Number of Maven VCT 5 Shares | % of issued Maven VCT 5's share capital |
|---|---|---|
| Graham Miller | 141,601 | 0.07% |
| Gordon Humphries | 93,470 | 0.04% |
| Jane Stewart | 61,481 | 0.03% |
(c) Maven VCT 5 Directors may act as directors of companies in which Maven VCT 5 invests and receive and retain fees in that capacity.
(d) None of the Maven VCT 5 Directors has a service contract with Maven VCT 5, and no such contract is proposed. However, each of the independent Maven VCT 5 Directors has entered into a letter of appointment for the provision of their services as directors. The fees currently payable for such services are disclosed below. The agreements are terminable by either party giving notice to the other (the length of such notice varying from no notice being required to three months' notice), subject to retirement by rotation and earlier cessation for any reason under the Maven VCT 5 Articles. There are no commission or profit sharing arrangements and no compensation is payable on termination of the agreements.
Graham Miller, as chair of Maven VCT 5, is entitled to annual remuneration of £25,000, while the annual remuneration receivable by Gordon Humphries, as Audit Committee chair, is £23,500 and by Jane Stewart is £20,700.
Save as disclosed in this paragraph, Maven VCT 5 has not entered, other than in the ordinary course of business, into any contract which is or may be material to Maven VCT 5 within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Maven VCT 5 has any obligation or entitlement which is material to Maven VCT 5 as at the date of this document:
investment companies or other investment funds which are quoted) and subject to a high watermark being set on each occasion that the performance related incentive fee becomes payable,
the base date for the valuation of the inherited private equity investments is set at 28 February 2011 and the value for these investments is subsequently recalculated as at 30 November each year from 2012 onwards. Such fees are exclusive of VAT (if any). The performance incentive fee is only payable if the net asset value exceeds the net asset value on the base date in respect of which a performance fee was last paid. The management and administration deed may be terminated by either party giving twelve months' prior notice in writing at any time and may also be terminated in circumstances of breach and certain other matters. In accordance with the terms of the investment management and administration deed the Manager will pursue an active investment strategy.
Directors to Howard Kennedy and Maven, subject to certain limitations. Maven VCT 5 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in the usual form for a contract of this type. The agreement provided for termination by Howard Kennedy if any statement in the Prospectus was untrue, any material omission from the Prospectus arose or if there was any breach of warranty.
The Maven VCT 5 Board has a policy of distributing tax-free dividends to Qualifying Shareholders.
Decisions on distributions take into consideration a number of factors, including the realisation of capital gains, the adequacy of distributable reserves, the availability of surplus revenue and the VCT qualifying level, all of which are kept under close and regular review.
The Maven VCT 5 Board and the Manager recognise the importance of tax-free distributions to Shareholders and, subject to the considerations outlined above, will target an annual dividend of 6% of the NAV per Share at the immediately preceding year end.
As the portfolio continues to expand and a greater proportion of holdings are in younger companies with growth potential, the timing of distributions will be more closely linked to realisation activity, whilst also reflecting Maven VCT 5's requirement to maintain its VCT qualifying level. If larger distributions are required as a consequence of significant exits, this will result in a corresponding reduction in NAV per Share. However, the Maven VCT 5 Board and the Manager consider this to be a tax efficient means of returning value to Shareholders, whilst ensuring ongoing compliance with the requirements of the VCT legislation.
of Maven VCT 5.
The Board shall convene and the Company shall hold a general meeting as the annual general meeting in accordance with the requirements of the Statutes. Any meeting of the Company other than an annual general meeting shall be called a general meeting. The provisions of the Articles relating to proceedings of general meetings shall apply equally to annual general meetings. The Board may convene a general meeting whenever it thinks fit.
(b) Notice of general meeting
The annual general meeting and all other general meetings shall be convened by notice in writing or by electronic communication of at least such length as is required in the circumstances by the Statutes. The notice shall specify the place, day and time of the meeting, and the general nature of the business to be transacted. Notice of every general meeting shall be given to all members (other than any who, under the provisions of the Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company) to the Directors and also to the Auditor or, if more than one, each of them.
(c) Omission or non-receipt of notice
The accidental omission to give any notice of a meeting or the accidental omission to send any document, including an instrument of proxy, relating to any meeting to, or the non-receipt of any such notice or document by, any person entitled to receive the notice or document shall not invalidate the convening of or proceedings at that meeting.
(d) Quorum at general meetings
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chair which shall not be treated as part of the business of the meeting. Save as otherwise provided by the Articles, two members present in person or by proxy and entitled to vote shall be a quorum for all purposes.
If within thirty minutes after the time appointed for the commencement of the meeting a quorum is not present, the meeting, if convened by or upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such other day and at such time or place as the chair of the meeting (or, in default, the Board) may decide and the Company shall give not less than ten clear days' notice in writing (or by electronic communication in accordance with the Acts) of the adjourned meeting. At any adjourned meeting one member present in person or by proxy (whatever the number of shares held by him) shall be a quorum and any notice of an adjourned meeting shall state that one member present in person or by proxy (whatever the number of shares held by him) shall be a quorum.
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. Subject to the Statutes, a poll may be demanded by:
Subject to any special rights or restrictions as to voting attached to any shares by or in accordance with the Articles, on a show of hands:
Subject to such restrictions of the Articles:
(i) any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and accordingly no provision of the Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and
The Board may decline to register any transfer of a certificated share unless:
If any holder of shares, or any other person appearing to be interested in shares is in default in supplying within 14 days after the date of service of a notice requiring such member or other person to supply to the Company in writing all or any such information as is referred to in section 793 of CA 2006, the Directors may give such holder a notice imposing restrictions upon the relevant shares for such period as the default shall continue. The restrictions available in the case of a person with a 0.25% interest are the suspension of voting or other rights conferred by membership in relation to meetings, the withholding of payment of any dividends on, and the restriction of transfer of the relevant shares.
Subject to the provisions of the Articles, on a winding up or other return of capital, the net assets of the Company (including any income and/or revenue arising from or relating to such assets) less the Company's liabilities, including fees and expenses of liquidation or return of capital, shall be divided amongst the holders of shares pro rata according to their holdings of shares.
A Director shall not be counted in the quorum present at a meeting to a resolution on which he is not entitled to vote.
The Company may sell at the best price reasonably obtainable any certificated shares of a member, or any share to which a person is entitled by transmission, provided that:
At any time when the Company has given notice in the prescribed form (which has not been revoked) to the Registrar of Companies of its intention to carry on business as an investment company (a Relevant Period) distribution of the Company's capital profits (as defined in the Acts) shall be prohibited as described below.
The Board shall establish a reserve to be called the "capital reserve'' and during any Relevant Period shall either, at the discretion of the Board, carry to the credit of such reserve from time to time all capital profits or appreciations arising on the sale, realisation, transposition, repayment or revaluation of any investment (including, for the avoidance of doubt, any increase in the value of any investments in any subsidiary undertaking or amounts that may be paid by way of subscription under any subscription agreement) or other capital asset of the Company in excess of the book value thereof or apply the same in providing for depreciation or contingencies. Any losses realised on the sale, realisation, repayment or revaluation of any investment or other capital asset and any other expenses, loss or liability (or provision therefore) considered by the Board to be of a capital nature may be carried to the debit of the capital reserve. Subject to the Statutes and without prejudice to the foregoing generality, the Board may also debit the capital reserve with the whole or such part of: (i) any management fees incurred by the Company; and (ii) any finance costs (including, without limitation, any interest payable by the Company in respect of any borrowings of the Company) as may be deemed appropriate by the Board. During a Relevant Period all sums carried and standing to the credit of the capital reserve may be applied for any of the purposes to which sums standing to any reserve under the provisions of Article 127 are applicable, provided that during a Relevant Period no part of the capital reserve or any other moneys in the nature of accretion to capital shall in any event be transferred to the revenue reserves of the Company or be treated or regarded as profits of the Company available for distribution as dividend or any other distribution (within the meaning ascribed thereto by the Acts), otherwise than by way of the redemption of purchase of any of the Company's own shares in accordance with the Acts. In periods other than a Relevant Period, any amount standing to the credit of the capital reserve may be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution (as so defined) or be applied in paying dividends on any shares in the capital of the Company.
The Board of each Company is required to procure that a continuation resolution is proposed (as to whether the relevant Company shall continue in being as a venture capital trust) at the annual general meeting which is to be held after the fifth anniversary of the last allotment of shares in that Company, and, if that Company has not then been liquidated, unitised or reconstructed, at each fifth subsequent annual general meeting of the Company convened by its directors thereafter.
If, at such meeting, such a resolution is not passed, the Board shall within twelve months of such meeting, convene a general meeting of the Company at which a special resolution shall be proposed for the re-organisation or reconstruction of the Company or (in the event of this resolution not being passed) the winding up of the Company.
valuation calls. Maven has a formal valuation committee (the "Valuation Committee") which includes knowledgeable and experienced members from across the business, including staff that do not form part of the investment teams. The remuneration of the members of the Valuation Committee is not linked to the value of the investments and the compliance team at Maven provide regular oversight of the Valuation Committee. Members of the Valuation Committee are registered under the FCA's Senior Managers and Certification Regime and have been assessed by the manager as having the necessary knowledge and expertise to fulfil this role, this assessment is reviewed on an ongoing basis. Valuations are reviewed and challenged by the auditors to the Companies as part of the annual audit process, in addition to this the Compliance team at Maven review the value of exits against previous valuations as part of regular monitoring activity to ensure these are in accordance with expectations set out in the Valuation Policy.
(d) Each Company's net asset value is calculated at every quarter and published on an appropriate regulatory information service. The calculation of net asset value of each Company's investments will only be suspended in circumstances where the underlying data necessary to value the investments of that Company cannot readily, or without undue expenditure, be obtained. Shareholders will be notified of any suspension by an announcement published on a regulatory information service.
Investments in unquoted portfolio companies are held in the name of the relevant Company. Investments in each the Company's quoted assets are held by JPMorgan Chase Bank as custodian and, in that capacity, JPMorgan Chase Bank is responsible for ensuring safe custody and dealing and settlement arrangements. JPMorgan Chase Bank, National Association, London Branch is a sub-custodian of JPMorgan Chase Bank Association (incorporated on 11 April 1960 and registered as an overseas company in England and Wales under company number FC004891 and with branch number BR000746 and authorised and regulated by the FCA). The fees payable to JPMorgan Chase Bank in relation to its role as custodian is 0.0025% per annum of the market value of the relevant Company's listed investments. JPMorgan is a National Banking Association, organised under the laws of the State of New York and has its registered UK branch at 125 London Wall, London EC2Y 5AJ. Its telephone number at its registered UK branch is 0207 777 2000.
The following paragraphs, which are intended as a general guide only and are based on current legislation and HMRC practice, summarise advice received by the Directors as to the position of the Shareholders who hold Shares other than for trading purposes. Any person who is in any doubt as to their taxation position or is subject to taxation in any jurisdiction other than the United Kingdom should consult their professional advisers.
Each Company has to satisfy a number of tests to continue to qualify as a VCT. A summary of these tests is set out below. The following information is based on current UK law and practice and is subject to changes therein, is given by way of a general summary and does not constitute legal or tax advice.
(a) Qualification as a VCT
To qualify as a VCT, a company must be approved as such by HMRC. To obtain such approval it must:
The term "eligible shares" means shares which carry no preferential rights to assets on a winding-up and no rights to be redeemed, although they may have certain preferential rights to dividends.
A Qualifying Investment consists of shares or securities first issued to the VCT (and held by it ever since) by a company satisfying the conditions set out in Chapter 4 of Part 6 of the Tax Act, which meets a financial health requirement and exists wholly or mainly for the purpose of carrying on one or more qualifying trades.
The conditions are detailed, but include that the company must be a Qualifying Company, have gross assets not exceeding £15 million immediately before and £16 million immediately after the investment, have fewer than 250 fulltime equivalent employees (500 for a Knowledge Intensive Company), apply the money raised for the purposes of a qualifying trade within a certain time period, cannot be controlled by another company and at the time of investment did not obtain more than £5 million of Risk Finance State Aid investment (£10 million for a Knowledge Intensive Company) in the 12 month period ending on the date of the investment by the VCT.
A Qualifying Company must be unquoted (for VCT purposes this includes companies whose shares are traded on AIM or AQSE) and must carry on a qualifying trade. For this purpose, certain activities are excluded such as dealing in land or shares or providing financial services. The qualifying trade must either be carried on by, or be intended to be carried on by, the Qualifying Company or by a qualifying subsidiary at the time of the issue of shares or securities to the VCT (and at all times thereafter). The company's first commercial sale must be less than seven years before the first investment from Risk Finance State Aid (ten years for a Knowledge Intensive Company) or the investment must meet a turnover test and be used to enter a new market. The company must have a permanent establishment in the UK, but the company need not be UK resident. A company intending to carry on a qualifying trade must begin to trade within two years of the issue of shares or securities to the VCT and continue it thereafter. A Qualifying Company may have no subsidiaries other than qualifying subsidiaries which must, in most cases, be at least 51% owned.
With effect from 6 April 2012 a "disqualifying purpose" test was introduced under which an investment will not be a Qualifying Investment if the investee company has been set up for the purpose of accessing tax reliefs or is in substance a financing business. With effect from 15 March 2018, there is a "risk-to-capital" condition for Qualifying Investments, designed to focus investments towards earlier stage, growing businesses, and away from investments which could be regarded as lower risk. Any loans made by VCTs must be unsecured.
VCT funds cannot be used by an investee company to fund the purchase of shares in another company or to acquire an existing trade or intangible assets in use in a trade.
From 6 April 2016, a VCT may only make Qualifying Investments or certain Non-Qualifying Investments. Non-Qualifying Investments include short term deposit accounts, investments in UCITS and AIF funds, and shares and securities purchased on a European regulated market.
A VCT must be approved at all times by HMRC. Approval has effect from the time specified at approval. A VCT cannot be approved unless the tests detailed above are met throughout the most recent complete accounting period of the VCT and HMRC is satisfied that they will be met in relation to the accounting period of the VCT which is current when the application is made. However, where a VCT raises further funds, VCTs are given grace periods to invest those funds before those funds need to meet such tests. The Companies have received approval as VCTs from HMRC.
Approval of a VCT may be withdrawn by HMRC if the various tests set out above are not satisfied. The exemption from corporation tax on capital gains will not apply to any gain realised after the point at which VCT status is lost. Withdrawal of approval generally has effect from time to time when notice is given to the VCT but in relation to capital gains tax of the VCT only can be backdated to not earlier than the first day of the accounting period commencing immediately after the last accounting period of the VCT in which all of the tests were satisfied.
Each of the Boards is responsible for determining the investment policy of its Company. In accordance with the Listing Rules, a material change in the investment policy of a Company will only be effected with the prior approval of its Shareholders.
The Manager may be involved in other financial, investment or professional activities that may on occasion give rise to conflicts of interest with the Maven VCTs. In particular, it currently does, and may continue to, provide investment management, investment advice or other services in relation to a number of other funds or accounts that may have similar investment objectives and/or policies to that of the Maven VCTs and may receive ad valorem and/or performance-related fees for doing so. As a result, the Manager may have conflicts of interest in allocating investments among the Maven VCTs and other clients and in effecting transactions between the Maven VCTs and other clients. The Manager may give advice or take action with respect to such other clients that differs from the advice given or actions taken with respect to the Maven VCTs. The Boards have noted that the Manager has other clients and have satisfied themselves that the Manager has procedures in place to address potential conflicts of interest.
circumstances that will occur in the future. Given these risks and uncertainties, potential investors should not place undue reliance on forward looking statements as a prediction of actual results.
Copies of the Articles of each of the Maven VCTs will be available for inspection during usual business hours on weekdays (weekends and public holidays excepted) at the registered offices of the Maven VCTs at 6th Floor, Saddlers House, 44 Gutter Lane, London EC2V 6BR (in the case of Maven VCT 1, Maven VCT 3 and Maven VCT 5) and at Kintyre House, 205 West George Street, Glasgow G2 2LW (in the case of Maven VCT 4), and at the offices of Howard Kennedy at No.1 London Bridge, London SE1 9BG, and may also be inspected on each of the Maven VCT's webpages: mavencp.com/migvct, mavencp.com/migvct3, mavencp.com/migvct4 and mavencp.com/migvct5 whilst the Offers are open.
Dated: 27 September 2024
The following is a summary of the current law concerning the tax position of individual Qualifying Investors in VCTs only. Potential investors are recommended to consult a duly authorised independent financial adviser as to the taxation consequences of an investment in a VCT. Qualifying Investors need not be resident in the UK, but such investors are recommended to seek advice regarding their overseas tax position. The tax rules or their interpretation in relation to an investment in the Maven VCTs and/or rates of tax may change during the life of the Maven VCTs and can be retrospective.
The tax reliefs set out below are those currently available to individuals aged 18 or over who subscribe for New Shares under the Offers and will be dependent on personal circumstances. Whilst there is no specific limit on the amount of an individual's acquisition of shares in a VCT, tax reliefs will only be given to the extent that the total of an individual's subscriptions or other acquisitions of shares in VCTs in any tax year (including shares acquired through participation in a dividend investment scheme or on the secondary market) does not exceed £200,000. Qualifying Investors who intend to invest more than £200,000 in VCTs in any one tax year should consult their professional advisers.
A Qualifying Investor subscribing for New Shares will be entitled to claim income tax relief on amounts subscribed up to a maximum of £200,000 invested in VCTs in any tax year.
The relief is given at the rate of 30% on the amount subscribed regardless of whether the Qualifying Investor is a higher rate, additional rate or basic rate taxpayer, provided that the relief is limited to the amount which reduces the Qualifying Investor's income tax liability to nil. Investments to be used as security for or financed by loans may not qualify for relief, depending on the circumstances. It is not necessary for the Qualifying Investor to be UK resident, but to obtain income tax relief they must have some liability to UK income tax in the tax year of subscription for New Shares.
A Qualifying Investor, who acquires shares in VCTs in any tax year having a value of up to a maximum of £200,000, will not be liable to income tax on dividends paid on those shares and there is no withholding tax thereon.
A Qualifying Investor who purchases existing shares in the market will be entitled to claim dividend relief (as described in paragraph 1.1.2 above) but not relief from income tax on investment (as described in paragraph 1.1.1 above).
Relief from income tax on a subscription for VCT shares (including new shares) will be withdrawn if the VCT shares are disposed of (other than between spouses or on death) within five years of issue or if the VCT loses its approval within this period as detailed below. There should be no loss of relief from tax on dividends or capital gains tax on disposal if the VCT shares are disposed of within five years of their issue.
Dividend relief ceases to be available if the VCT loses its approval within this period as detailed below.
A disposal by a Qualifying Investor of VCT shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax. The relief is limited to the disposal of VCT shares acquired within the limit of £200,000 for any tax year.
An individual purchaser of existing shares in the market will be entitled to claim relief from capital gains tax on disposal (as described in paragraph 1.2.1 above).
The disposal of existing shares in a VCT within six months either side of the subscription for new shares in the same VCT, or another VCT which it is known intends to merge with that VCT, (or otherwise where the acquisition and purchase is linked) will result in the amount of the investment in the new shares in the VCT to which VCT tax reliefs are available being reduced by an amount equal to the proceeds received on the disposal.
For each of the Maven VCTs to be fully approved as a VCT it must meet the various requirements for full approval as set out below. If the Company, which has been granted approval as a VCT, subsequently fails to comply with the VCT conditions for approval, approval as a VCT may be withdrawn. In these circumstances, relief from income tax on the initial investment is repayable unless loss of approval occurs more than five years after the issue of the relevant VCT shares. In addition, relief ceases to be available on any dividend paid in respect of profits or gains in any accounting period ending when VCT status has been lost and any gains on the VCT shares up to the date from which loss of VCT status is treated as taking effect will be exempt but gains thereafter will be taxable.
The table below has been prepared for illustrative purposes only and does not form part of the summary of the tax reliefs contained in this Section. The table shows how the initial income tax relief available can reduce the effective cost of an investment of £20,000 in a VCT by a Qualifying Investor subscribing for VCT shares to only £14,000:
| Amount invested | Effective cost | Tax relief* | |
|---|---|---|---|
| Investors unable to claim income tax relief | £20,000 | £20,000 | Nil |
| Qualifying Investor able to claim full 30% income tax relief | £20,000 | £14,000 | £6,000 |
Income tax relief is only available if the shares are held for the minimum holding period of five years (the sale of shares within this period will require the repayment of some or all of any initial income tax relief obtained on the investment). The limit for obtaining income tax relief on investments in VCTs is £200,000 in each tax year (see paragraph 1.1.1 above).
The Maven VCTs will each provide to a Qualifying Investor a certificate which the Qualifying Investor may use to claim income tax relief, either by obtaining from HMRC an adjustment to their tax coding under the PAYE system or by using their tax return to claim relief.
As shares in a VCT are listed on the Main Market of the London Stock Exchange, there is no relief from UK inheritance tax on VCT shares.
In this document, the following words and expressions have the following meanings:
| 2019 Maven VCT 3 Offer | the offer for subscription of Maven VCT 3 Shares contained in the 2019 Prospectus |
|---|---|
| 2019 Maven VCT 4 Offer | the offer for subscription of Maven VCT 4 Shares contained in the 2019 Prospectus |
| 2019 Prospectus | the prospectus (comprised of a securities note, registration document and summary) jointly issued by Maven VCT 3 and Maven VCT 4 dated 13 November 2019 |
| 2020 Maven VCT 1 Offer | the offer for subscription of Maven VCT 1 Shares contained in the 2020 Prospectus |
| 2020 Maven VCT 5 Offer | the offer for subscription of Maven VCT 5 Shares contained in the 2020 Prospectus |
| 2020 Prospectus | the prospectus (comprised of a securities note, registration document and summary) jointly issued by Maven VCT 1 and Maven VCT 5 dated 23 October 2020 |
| 2021 Maven VCT 3 Offer | the offer for subscription of Maven VCT 3 Shares contained in the 2021 Prospectus |
| 2021 Maven VCT 4 Offer | the offer for subscription of Maven VCT 4 Shares contained in the 2021 Prospectus |
| 2021 Prospectus | the prospectus (comprised of a securities note, registration document and summary) jointly issued by Maven VCT 3 and Maven VCT 4 dated 20 September 2021 |
| 2022 Maven VCT 1 Offer | the offer for subscription of Maven VCT 1 Shares contained in the 2022 Prospectus |
| 2022 Maven VCT 3 Offer | the offer for subscription of Maven VCT 3 Shares contained in the 2022 Prospectus |
| 2022 Maven VCT 4 Offer | the offer for subscription of Maven VCT 4 Shares contained in the 2022 Prospectus |
| 2022 Maven VCT 5 Offer | the offer for subscription of Maven VCT 5 Shares contained in the 2022 Prospectus |
| 2022 Prospectus | the prospectus (comprised of a securities note, registration document and summary) jointly issued by Maven VCT 1, Maven VCT 3, Maven VCT 4, and Maven VCT 5 dated 7 October 2022 |
| 2023 Maven VCT 1 Offer | the offer for subscription of Maven VCT 1 Shares contained in the 2023 Prospectus |
| 2023 Maven VCT 3 Offer | the offer for subscription of Maven VCT 3 Shares contained in the 2023 Prospectus |
| 2023 Maven VCT 4 Offer | the offer for subscription of Maven VCT 4 Shares contained in the 2023 Prospectus |
| 2023 Maven VCT 5 Offer | the offer for subscription of Maven VCT 5 Shares contained in the 2023 Prospectus |
| 2023 Prospectus | the prospectus (comprised of a securities note, registration document and summary) jointly issued by Maven VCT 1, Maven VCT 3, Maven VCT 4, and Maven VCT 5 dated 13 October 2023 |
| Acts | CA 1985 and CA 2006 |
| Admission | the respective dates on which the New Shares allotted pursuant to each Offer are listed on the Official List and admitted to trading on the London Stock Exchange's Main Market for listed securities |
| AIC | the Association of Investment Companies |
|---|---|
| AIC Code | the AIC Code of Corporate Governance issued in February 2019 |
| AIM | the Alternative Investment Market of the London Stock Exchange |
| Application Amounts | in relation to an application pursuant to an Offer which has been accepted by the relevant Maven VCT, the amounts remitted to the respective Maven VCT with such application, including any amounts requested to be facilitated to financial advisers as initial adviser charges |
| AQSE | the Aquis Stock Exchange, a Recognised Investment Exchange under the FSMA, and a Recognised Stock Exchange under S1005 (1)(b) Tax Act, operated by Aquis Exchange PLC |
| Articles | the articles of association of the relevant Maven VCT, as amended from time to time |
| Boards | the Maven VCT 1 Board, the Maven VCT 3 Board, the Maven VCT 4 Board and/or the Maven VCT 5 Board, as the context permits, and each a Board |
| Business Day | any day (other than a Saturday or Sunday) on which clearing banks are open for normal banking business in sterling |
| CA 1985 | the Companies Act 1985, as amended |
| CA 2006 | the Companies Act 2006, as amended |
| Code | The UK Corporate Governance Code issued by the Financial Reporting Council in July 2018 |
| CREST | the computerised settlement system to facilitate the transfer of title to securities in uncertificated form operated by Euroclear UK & Ireland Limited |
| Directors | the directors of the Maven VCTs (and each a Director) |
| EU AIFM Delegated Regulation |
the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision |
| EU AIFM Directive | Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, and the EU AIFM Delegated Regulation |
| FCA | the Financial Conduct Authority |
| FSMA | the Financial Services and Markets Act 2000, as amended |
| General Meetings | the general meetings of Maven VCT 1, Maven VCT 3, Maven VCT 4, and Maven VCT 5 to be held on 14 November 2024 (or any adjournment thereof) at which Shareholders' approval will be sought for each Offer (and each a General Meeting) |
| HMRC | His Majesty's Revenue and Customs |
| IA 1986 | Insolvency Act 1986, as amended |
| Investee Company | a company that one or more of the Maven VCTs have invested in |
|---|---|
| Knowledge Intensive Company |
a company satisfying the conditions in section 331(A) of Part 6 of the Tax Act |
| Listing Rules | the Listing Rules issued by the FCA under section 73A of the FSMA, as amended |
| London Stock Exchange | London Stock Exchange plc |
| Maven or the Manager | Maven Capital Partners UK LLP, the investment manager to the Maven VCTs, registered in England and Wales under number OC339387, whose registered office is at 1 New Walk Place, Leicester, England, LE1 6RU or any predecessor investment adviser to any of the Maven VCTs |
| Maven VCTs | Maven VCT 1, Maven VCT 3, Maven VCT 4, and Maven VCT 5 (and each a Maven VCT as the context requires) |
| Maven VCT 1 | Maven Income and Growth VCT PLC |
| Maven VCT 1 Board | the board of directors of Maven VCT 1 |
| Maven VCT 1 Directors | the directors of Maven VCT 1 (and each a Maven VCT 1 Director) |
| Maven VCT 1 Offer | the offer for subscription of New Shares in Maven VCT 1 contained in the Prospectus |
| Maven VCT 1 Shareholders | holders of Maven VCT 1 Shares (and each a Maven VCT 1 Shareholder) |
| Maven VCT 1 Shares | ordinary shares of 10p each in capital of Maven VCT 1 (and each a Maven VCT 1 Share) |
| Maven VCT 3 | Maven Income and Growth VCT 3 PLC |
| Maven VCT 3 Board | the board of directors of Maven VCT 3 |
| Maven VCT 3 Directors | the directors of Maven VCT 3 (and each a Maven VCT 3 Director) |
| Maven VCT 3 Offer | the offer for subscription of New Shares in Maven VCT 3 contained in the Prospectus |
| Maven VCT 3 Shareholders | holders of Maven VCT 3 Shares (and each a Maven VCT 3 Shareholder) |
| Maven VCT 3 Shares | ordinary shares of 10p each in capital of Maven VCT 3 (and each a Maven VCT 3 Share) |
| Maven VCT 4 | Maven Income and Growth VCT 4 PLC |
| Maven VCT 4 Board | the board of directors of Maven VCT 4 |
| Maven VCT 4 Directors | the directors of Maven VCT 4 (and each a Maven VCT 4 Director) |
| Maven VCT 4 Offer | the offer for subscription of New Shares in Maven VCT 4 contained in the Prospectus |
| Maven VCT 4 Shareholders | holders of Maven VCT 4 Shares (and each a Maven VCT 4 Shareholder) |
| Maven VCT 4 Shares | ordinary shares of 10p each in capital of Maven VCT 4 (and each a Maven VCT 4 Share) |
| Maven VCT 5 | Maven Income and Growth VCT 5 PLC |
| Maven VCT 5 Board | the board of directors of Maven VCT 5 |
|---|---|
| Maven VCT 5 Directors | the directors of Maven VCT 5 (and each a Maven VCT 5 Director) |
| Maven VCT 5 Offer | the offer for subscription of New Shares in Maven VCT 5 contained in the Prospectus |
| Maven VCT 5 Shareholders | holders of Maven VCT 5 Shares (and each a Maven VCT 5 Shareholder) |
| Maven VCT 5 Shares | ordinary shares of 10p each in capital of Maven VCT 5 (and each a Maven VCT 5 Share) |
| NAV | the total net asset value |
| NAV per Share | the net asset value of a Share calculated in accordance with the relevant Company's accounting policies |
| New Shares | the Maven VCT 1 Shares to be issued under the Maven VCT 1 Offer and/or the Maven VCT 3 Shares to be issued under the Maven VCT 3 Offer and/or the Maven VCT 4 Shares to be issued under the Maven VCT 4 Offer and/or the Maven VCT 5 Shares to be issued under the Maven VCT 5 Offer, as the context permits, and each a New Share |
| Offer Administration Fee | in relation to the Offers (and/or the Previous Offers), the fee payable by the relevant Maven VCT to Maven (as promoter of the respective offer) in relation to each application under that offer, calculated as a percentage of the Application Amount of the applicant |
| Offers | the Maven VCT 1 Offer, the Maven VCT 3 Offer, the Maven VCT 4 Offer and/or the Maven VCT 5 Offer, as the context permits, and each an Offer |
| Official List | the official list of the FCA |
| Previous Offers | the 2019 Maven VCT 3 Offer, the 2019 Maven VCT 4 Offer, the 2020 Maven VCT 1 Offer, the 2020 Maven VCT 5 Offer, the 2021 Maven VCT 3 Offer, the 2021 Maven VCT 4 Offer, the 2022 Maven VCT 1 Offer, the 2022 Maven VCT 3 Offer, the 2022 Maven VCT 4 Offer, the 2022 Maven VCT 5 Offer, the 2023 Maven VCT 1 Offer, the 2023 Maven VCT 3 Offer, the 2023 Maven VCT 4 Offer, and the 2023 Maven VCT 5 Offer |
| Prospectus | the prospectus (comprised of this Registration Document, the Securities Note and the Summary) jointly issued by the Maven VCTs dated 27 September 2024 |
| Prospectus Regulation Rules |
the Prospectus Regulation Rules issued by the FCA and made under Part 6 of the FSMA and pursuant to the UK Prospectus Regulation |
| Qualifying Company | an unquoted company (which for these purposes includes a company whose shares are admitted to trading on AIM or AQSE) which satisfies the requirements of Chapter 4 of Part 6 of the Tax Act |
| Qualifying Investment | shares in, or securities of, a Qualifying Company held by a VCT which meet the requirements of Part 4 of Chapter 6 of the Tax Act |
| Qualifying Investor | an individual aged 18 or over who satisfies the conditions of eligibility for tax relief available to investors in a VCT |
| Registration Document or this document |
this document dated 27 September 2024 |
|---|---|
| Restricted Territories | Canada, Australia, Japan and South Africa |
| Risk Finance State Aid | State aid received by a company as defined in section 280B (4) of the Tax Act |
| Securities Note | the securities note jointly issued by the Maven VCTs dated 27 September 2024 |
| Shareholders | the Maven VCT 1 Shareholders, the Maven VCT 3 Shareholders, the Maven VCT 4 Shareholders, and/or the Maven VCT 5 Shareholders, as the context permits, and each a Shareholder |
| Shares or Ordinary Shares | the Maven VCT 1 Shares, the Maven VCT 3 Shares, the Maven VCT 4 Shares, and the Maven VCT 5 Shares, as the context permits, and each a Share or an Ordinary Share |
| Summary | the summary jointly issued by the Maven VCTs dated 27 September 2024 |
| Tax Act | the Income Tax Act 2007, as amended |
| UK AIFMD Laws | (i) the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773) and any other implementing measure which operated to transpose EU AIFM Directive in to UK law before 31 January 2020 (as amended from time to time including by the Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2019 (SI 2019/328)); and (ii) the UK versions of the EU AIFM Delegated Regulation and any other delegated regulations in respect of the EU AIFM Directive, each being part of UK law by virtue of the European Union (Withdrawal) Act 2018, as further amended and supplemented from time to time including by the Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2019 (SI 2019/328), the Technical Standards (Alternative Investment Funds Management Directive) (EU Exit) Instrument 2019 (FCA 2019/37) and the Exiting the European Union: Specialist Sourcebooks (Amendments) Instrument 2019 (FCA 2019/25) |
| UK Prospectus Regulation | the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 |
| Uncertificated Securities Regulations |
Uncertificated Securities Regulations 2001 (SI 2001 No 3755), as amended |
| United States | the United States of America, its states, territories and possessions (including the District of Columbia) |
| VCT Value | the value of an investment calculated in accordance with section 278 of the Tax Act |
| VCT | a venture capital trust as defined in section 259 of the Tax Act |
Maven Income and Growth VCT PLC (Registered No. 03908220) John David William Pocock (chair) Alison Margaret Fielding Andrew Philip Harrington
(Registered No. 04283350)
Keith Andrew Pickering (chair) David Stewart Allan William (Bill) Robert Nixon David Graham Priseman
(Registered No. SC272568) Fraser James Gray (chair) Brian Robert Alexander Colquhoun Steven Scott William (Bill) Robert Nixon
(Registered No. 04084875) Graham Scott Miller (chair) Gordon James Humphries Jane Claire Stewart
Maven Income and Growth VCT PLC, Maven Income and Growth VCT 3 PLC and Maven Income and Growth VCT 5 PLC 6th Floor Saddlers House 44 Gutter Lane London EC2V 6BR
Kintyre House 205 West George Street Glasgow G2 2LW
Secretary and Manager Maven Capital Partners UK LLP
Correspondence Address: Kintyre House 205 West George Street Glasgow G2 2LW
Registered Office: 1 New Walk Place Leicester LE1 6RU
Howard Kennedy LLP No. 1 London Bridge London SE1 9BG
Howard Kennedy Corporate Services LLP No. 1 London Bridge London SE1 9BG
Johnston Carmichael LLP 7-11 Melville Street Edinburgh EH3 7PE
The City Partnership (UK) Limited The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH
Philip Hare & Associates LLP 6 Snow Hill London EC1A 2AY
Shore Capital Stockbrokers Limited Telephone: 020 7647 8132
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