MAVEN INCOME AND GROWTH VCT 3 PLC

Prospectus • Mar 17, 2014

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.

Maven Income and Growth VCT PLC

(Incorporated in England and Wales with registered number 03908220)

Maven Income and Growth VCT 2 PLC

(Incorporated in England and Wales with registered number 04135802)

Maven Income and Growth VCT 3 PLC

(Incorporated in England and Wales with registered number 04283350)

Maven Income and Growth VCT 4 PLC

(Incorporated in Scotland with registered number SC272568)

Maven Income and Growth VCT 5 PLC

(Incorporated in England and Wales with registered number 04084875)

Maven Income and Growth VCT 6 PLC

(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)

Events arising since publishing the Prospectus

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 following the publication of the annual report and accounts for the year ended 30 November 2013 by each of Maven VCT 3 and Maven VCT 5.

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 that Offer 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 19 March 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.

1 Significant new factor relating to Maven VCT 3

On 4 March 2014, Maven VCT 3 announced its financial results for the year ended 30 November 2013 (the "Maven VCT 3 2013 Accounts"). Maven VCT 3's auditor, Deloitte LLP, has reported on the Maven VCT 3 2013 Accounts without qualification and without statements under sections 495 to 497 of Companies Act 2006 ("CA 2006").

The Maven VCT 3 2013 Accounts were prepared in accordance with UK generally accepted accounting practice ("UK GAAP"), the fair value rules of CA 2006 and the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts". The Maven VCT 3 2013 Accounts contain a description of Maven VCT 3's financial condition, changes in financial condition and results of operation for the financial year ended 30 November 2013 and are being incorporated by reference into this Supplementary Prospectus. In the Maven VCT 3 2013 Accounts, Maven VCT 3 reported that, as at 30 November 2013, its net assets were £26,838,000, giving a net asset value per Share of 83.0p.

Copies of the Maven VCT 3 2013 Accounts can be obtained free of charge from the offices of the Company's investment manager, Maven Capital Partners UK LLP, at Kintyre House, 205 West George Street, Glasgow G2 2LW and are available on Maven VCT 3's website (www.mavencp.com/migvct3). The parts of the Maven VCT 3 2013 Accounts which are not incorporated into this Supplementary Prospectus by reference are either not relevant for investors or are covered elsewhere in this Supplementary Prospectus or the Prospectus.

2 Significant new factor relating to Maven VCT 5

On 3 March 2014, Maven VCT 5 announced its financial results for the year ended 30 November 2013 (the "Maven VCT 5 2013 Accounts"). Maven VCT 5's auditor, KPMG Audit Plc, has reported on the Maven VCT 5 2013 Accounts without qualification and without statements under sections 495 to 497 of Companies Act 2006 ("CA 2006").

The Maven VCT 5 2013 Accounts were prepared in accordance with UK generally accepted accounting practice ("UK GAAP"), the fair value rules of CA 2006 and the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts". The Maven VCT 5 2013 Accounts contain a description of Maven VCT 5's financial condition, changes in financial condition and results of operation for the financial year ended 30 November 2013 and are being incorporated by reference into this Supplementary Prospectus. In the Maven VCT 5 2013 Accounts, Maven VCT 5 reported that, as at 30 November 2013, its net assets were £22,569,000, giving a net asset value per Share of 37.09p.

Copies of the Maven VCT 5 2013 Accounts can be obtained free of charge from the offices of the Company's investment manager, Maven Capital Partners UK LLP, at Kintyre House, 205 West George Street, Glasgow G2 2LW and are available on Maven VCT 5's website (www.mavencp.com/migvct5). The parts of the Maven VCT 5 2013 Accounts which are not incorporated into this Supplementary Prospectus by reference are either not relevant for Investors or are covered elsewhere in this Supplementary Prospectus or the Prospectus.

3 Supplement to the Registration Document: Documents incorporated by reference

To the extent that there is any inconsistency between any statement in or incorporated by reference in this Supplementary Prospectus and any other statement in or incorporated by reference in the Prospectus, the statements in or incorporated by reference in this Supplementary Prospectus will prevail.

3.1 Information incorporated by reference relating to Maven VCT 3

The information set out below relating to Maven VCT 3 is incorporated by reference in this document and is supplemental to paragraph C of Part III of the Registration Document which forms part of the Prospectus, and is available as indicated above. Where such information makes reference to other documents, such other documents are not incorporated into and do not form part of this document.

Information incorporated by reference	Page references of the Maven VCT 3 2013 Accounts
Balance Sheet	Page 53
Income Statement	Page 52
Reconciliation of Movements in Shareholders' Funds	Page 52
Cash Flow Statement	Page 54
Notes to the Financial Statements	Page 55
Independent Auditor's Report to Members	Page 48

Financial Highlights	Page 5
Your Board	Page 7
Chairman's Statement	Page 9
Summary of Investment Changes	Page 12
Strategic Report	Page 13
Analysis of Unlisted and Quoted Portfolio	Page 16
Investment Manager's Review	Page 18
Largest Investments by Valuation	Page 23
Investment Portfolio Summary	Page 29
Directors' Report	Page 32
Directors' Remuneration Report	Page 36
Remuneration Policy Report	Page 39

Net return on ordinary activities before taxation (£'000)	1,814
Earnings per Share (p)	5.45
Dividends declared per Share (p)	36.45
Net assets (£'000)	26,838
NAV per Share (p)	83.00

3.2 Information incorporated by reference relating to Maven VCT 5

The information set out below relating to Maven VCT 5 is incorporated by reference in this document and is supplemental to paragraph E of Part III of the Registration Document which forms part of the Prospectus, and is available as indicated above. Where such information makes reference to other documents, such other documents are not incorporated into and do not form part of this document.

Information incorporated by reference	Page references of the Maven VCT 5 2013 Accounts
Balance Sheet	Page 56
Income Statement	Page 55
Reconciliation of Movements in Shareholders' Funds	Page 55
Cash Flow Statement	Page 57
Notes to the Financial Statements	Page 58
Independent Auditor's Report to Members	Page 52

Financial Highlights	Page 5
Your Board	Page 6
Chairman's Statement	Page 8
Summary of Investment Changes	Page 11
Strategic Report	Page 12
Analysis of Unlisted and AIM/ISDX Portfolio	Page 15
Investment Manager's Review	Page 17
Largest Investments by Valuation	Page 24
Investment Portfolio Summary	Page 30
Directors' Report	Page 34
Directors' Remuneration Report	Page 39
Remuneration Policy Report	Page 43

Net return on ordinary activities before taxation (£'000)	4,060
Earnings per Share (p)	6.77
Dividends declared per Share (p)	25.30
Net assets (£'000)	22,569
NAV per Share (p)	37.09

4 Supplements to the Summary

As a result of the publication of the Maven VCT 3 2013 Accounts and the Maven VCT 5 2013 Accounts, the summary document which forms part of the Prospectus is hereby supplemented as follows:

B7	Selected financial information and statement of any significant changes	Certain selected historical information of Maven VCT 3 and Maven VCT 5, which has been extracted without material adjustment from the audited financial statements referenced in the following table, is set out below:
		Maven VCT 3	Financial year ended 30 November 2013 (audited)
		Year Ended:	30 November 2013
		Net return on ordinary activities before taxation (£'000)	1,814
		Earnings per Share (p)	5.45
		Dividends declared per Share (p)	36.45
		Net assets (£'000)	26,838
		NAV per Share (p)	83.00
		Maven VCT 5	Financial year ended 30 November 2013 (audited)
		Year Ended:	30 November 2013
		Net return on ordinary activities before taxation (£'000)	4,060
		Earnings per Share (p)	6.77
		Dividends declared per Share (p)	25.30
		Net assets (£'000)	22,569
		NAV per Share (p)	37.09

B10	Qualifications in the audit	Not applicable. There were no qualifications in the audit reports for Maven VCT 3 for the years ended 30 November 2011 to 30 November 2013.
	reports	Not applicable. There were no qualifications in the audit reports for Maven VCT 5 for the years
		ended 30 November 2011 to 30 November 2013.

B45	Investment portfolio	Maven VCT 3 invests in a diversified portfolio of small and medium sized growth companies, whether unquoted or traded on AIM. A summary of Maven VCT 3's unquoted and quoted portfolio is set out below:
			Maven VCT 3
		Investment	Cost £ ('000)	Market Value £ ('000)	% of NAV
		Unquoted	22,346	24,250	90.3
		Quoted	1,196	614	2.3
		Cash at bank and in hand	1,393	1,393	5.2
		Maven VCT 5 invests in a diversified portfolio of small and medium sized growth companies, whether unquoted or traded on AIM. A summary of Maven VCT 5's unquoted and quoted portfolio is set out below:
				Maven VCT 5
		Investment	Cost £ ('000)	Market Value £ ('000)	% of NAV
		Unquoted	7,860	6,587	29.2
		Quoted	19,115	12,397	54.9
		Cash at bank and in hand	3,737	3,738	16.6

B46	Most recent net asset value per Share	As at 30 November 2013 (the latest date in respect of which Maven VCT 3 has published its NAV per Share), the audited NAV per Share for Maven VCT 3 was 83.0p.
		As at 31 January 2014 (the latest date in respect of which Maven VCT 5 has published its NAV per Share), the unaudited NAV per Share for Maven VCT 5 was 40.12p.

5 No significant change

Save as disclosed in this document, there has been no significant change and no significant new matter relating to Maven VCT 3 since 30 November 2013.

Save as disclosed in this document, there has been no significant change and no significant new matter relating to Maven VCT 5 since 10 February 2014 (the date on which the previous supplementary prospectus was published by Maven VCT 5 following an announcement of a revised unaudited NAV per Share).

17 March 2014