Prospectus • Feb 10, 2014
Prospectus
Open in ViewerOpens in native device viewer
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 ('FSMA').
THIS DOCUMENT HAS BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS RULES MADE UNDER FSMA AND HAS BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY (''FCA'') IN ACCORDANCE WITH FSMA AND CONSTITUTES A SUPPLEMENTARY PROSPECTUS (THE "SUPPLEMENTARY PROSPECTUS") ISSUED BY MAVEN INCOME AND GROWTH VCT PLC, MAVEN INCOME AND GROWTH VCT 2 PLC, MAVEN INCOME AND GROWTH VCT 3 PLC, MAVEN INCOME AND GROWTH VCT 4 PLC, MAVEN INCOME AND GROWTH VCT 5 PLC AND MAVEN INCOME AND GROWTH VCT 6 PLC (FORMERLY KNOWN AS TALISMAN FIRST VENTURE CAPITAL TRUST PLC) (TOGETHER THE "COMPANIES"). THIS SUPPLEMENTARY PROSPECTUS IS SUPPLEMENTAL TO AND SHOULD BE READ IN CONJUNCTION WITH THE SECURITIES NOTE, REGISTRATION DOCUMENT AND SUMMARY, EACH DATED 24 OCTOBER 2013, TOGETHER CONSTITUTING A PROSPECTUS (THE "PROSPECTUS") ISSUED BY THE COMPANIES, SUCH PROSPECTUS CONTAINING OFFERS FOR SUBSCRIPTION OF NEW ORDINARY SHARES IN THE CAPITAL OF EACH OF THE COMPANIES ("NEW SHARES") TO RAISE UP TO £20,000,000, IN AGGREGATE, ("THE OFFERS"), WITH AN OVER-ALLOTMENT FACILITY OF A FURTHER £5,000,000, IN AGGREGATE. EXCEPT AS EXPRESSLY STATED HEREIN, OR UNLESS THE CONTEXT OTHERWISE REQUIRES, THE DEFINITIONS USED OR REFERRED TO IN THE PROSPECTUS ALSO APPLY IN THIS SUPPLEMENTARY PROSPECTUS.
HOWARD KENNEDY CORPORATE SERVICES LLP, WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM FOR THE CONDUCT OF INVESTMENT BUSINESS BY THE FCA, IS ACTING EXCLUSIVELY FOR THE COMPANIES AND FOR NO ONE ELSE IN CONNECTION WITH THE OFFERS, AND, SUBJECT TO THE RESPONSIBILITIES AND LIABILITIES IMPOSED BY FSMA OR THE REGULATORY REGIME ESTABLISHED THEREUNDER, WILL NOT BE RESPONSIBLE TO ANY PERSON OTHER THAN THE COMPANIES FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF HOWARD KENNEDY CORPORATE SERVICES LLP OR FOR PROVIDING ADVICE TO THEM IN RELATION TO THE OFFER OR ANY OTHER MATTER REFERRED TO IN THIS DOCUMENT. HOWARD KENNEDY CORPORATE SERVICES LLP IS NOT MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONTENTS OF THIS DOCUMENT.
THIS DOCUMENT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH THE PROSPECTUS DIRECTIVE, ENGLISH LAW AND THE RULES OF THE UKLA 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.
Each Company and the Directors of each of the Companies accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of each Company and its Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Supplementary Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
(Incorporated in England and Wales with registered number 03908220)
(Incorporated in England and Wales with registered number 04135802)
(Incorporated in England and Wales with registered number 04283350)
(Incorporated in Scotland with registered number SC272568)
(Incorporated in England and Wales with registered number 04084875)
(formerly known as Talisman First Venture Capital Trust plc)
(Incorporated in England and Wales with registered number 03870187)
(each hereinafter referred to in this document as "Maven VCT 1", "Maven VCT 2", "Maven VCT 3", "Maven VCT 4", "Maven VCT 5" and "Maven VCT 6" respectively)
This Supplementary Prospectus is being published in relation to the Offers. The publication of this Supplementary Prospectus is a regulatory requirement under the Prospectus Rules and Section 87G of FSMA. The Prospectus Rules and 87G of FSMA require the issue of a supplementary prospectus if, in the relevant period (being, for these purposes, the later of the closure of the Offers and the time when trading in the New Shares issued under the Offers on the London Stock Exchange begins), there exists or is noted a significant new factor, material mistake or inaccuracy relating to the information included in the prospectus relating to the Offers. This Supplementary Prospectus has been approved for publication by the FCA.
The Offers are being made on the terms and subject to the conditions set out in full in the Prospectus. Since monies subscribed under the Offers are invested in the Companies in fixed proportions in accordance with the terms and conditions of the Offers, Investors who have already submitted applications for New Shares which have been received on behalf of the Companies, and who have not yet received delivery of New Shares with regard to such applications, may withdraw such applications with respect to the Offers, with the Companies accepting withdrawals of such applications until 5.30 pm on 12 February 2014. Investors should seek their own legal advice in regard to such withdrawal rights. Investors who wish to withdraw their applications under the Offers should contact the Receiving Agent of the Offers, Capita Asset Services, on the Capita VCT helpline on 0871 664 0324 between 09.00 and 17.30 on business days (no investment advice can be given). Withdrawals of applications can only be made by telephone.
Copies of this Supplementary Prospectus and the Prospectus may be viewed on the National Storage Mechanism (NSM) of the UKLA at www.morningstar.co.uk/uk/NSM, and this Supplementary Prospectus and the Prospectus are available free of charge from the offices of the Companies' investment manager, Maven Capital Partners UK LLP, at Kintyre House, 205 West George St, Glasgow, G2 2LW and on each Company's website: www.mavencp.com/migvct, www.mavencp.com/migvct2, www.mavencp.com/migvct3, www.mavencp.com/migvct4, www.mavencp.com/migvct5 and www.mavencp.com/migvct6.
On 27 January 2014, the Company announced an unaudited net asset value as at 21 January 2014 of 40.63p per Ordinary Share, representing an increase of 9.54% over the net asset value as at 30 November 2013 and an increase of 11.71% over the previously announced net asset value of 36.37p as at 10 October 2013, which was used as the basis for the Offer Price for New Shares in Maven VCT 5 set out in the Prospectus. The increase in the net asset value over that period reflects the performance of AIM quoted securities in general and, in particular, certain investments in the portfolio of the Company within the energy sector. The Board recognises that the share prices of its AIM quoted investments in general, and these investments in particular, may remain volatile.
As a result of the publication of the announcement referred to above, the summary document which forms part of the Prospectus is hereby supplemented as follows:
| B46 | Most recent. | As at 21 January 2014 (the latest date in respect of which Maven VCT 5 has |
|---|---|---|
| net asset value | published its NAV per Share), the unaudited NAV per Share for Maven VCT 5 was | |
| per Share | 40.63p. |
Save as disclosed in this document, there has been no significant change and no significant new matter relating to Maven VCT 5 since the publication of the Prospectus.
10 February 2014
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.