Prospectus • Dec 9, 2016
Prospectus
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Maven Income and Growth VCT 6 PLC 9 December 2016
Offer for Subscription to raise up to £6 million, with an over-allotment facility of up to a further £2 million.
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 INTERMEDIARY AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FSMA).
THIS DOCUMENT CONSTITUTES A SECURITIES NOTE (THE SECURITIES NOTE) ISSUED BY MAVEN INCOME AND GROWTH VCT 6 PLC (MAVEN VCT 6 OR THE COMPANY). ADDITIONAL INFORMATION RELATING TO THE COMPANY IS CONTAINED IN A REGISTRATION DOCUMENT ISSUED BY THE COMPANY (THE REGISTRATION DOCUMENT). THIS SECURITIES NOTE, THE REGISTRATION DOCUMENT AND A SUMMARY (THE SUMMARY) HAVE BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS RULES MADE UNDER FSMA, AND HAVE BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY (FCA) IN ACCORDANCE WITH FSMA AND CONSTITUTE A PROSPECTUS ISSUED BY THE COMPANY DATED 9 DECEMBER 2016. THE PROSPECTUS HAS BEEN FILED WITH THE FCA IN ACCORDANCE WITH THE PROSPECTUS RULES. YOU ARE ADVISED TO READ THE PROSPECTUS IN FULL. 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.
The Company and the Directors (whose names are set out in Part II of this document) accept responsibility for the information contained in the Prospectus. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in the Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Company and the Directors consent to the use of the Prospectus, and accept responsibility for the content of the Prospectus, with respect to subsequent resale or final placement of New Shares in the Company by financial intermediaries, from the date of the Prospectus until the close of the Company's Offer. There are no conditions attaching to this consent. Financial intermediaries may only use the Prospectus in the UK. The Offer is expected to close on or before 28 June 2017, unless previously extended by the Board, but may not extend beyond 28 November 2017.
Maven Income and Growth VCT 6 PLC (Registered in England and Wales with registered number 03870187)
to raise up to £6 million by way of an issue of New Shares with an over-allotment facility of up to a further £2 million
Howard Kennedy Corporate Services LLP (Howard Kennedy), which is authorised and regulated in the United Kingdom for the conduct of investment business by the Financial Conduct Authority, is acting as sponsor exclusively for the Company and for no one else in connection with the Offer 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 Company for providing the protections afforded to customers of Howard Kennedy or for providing advice to them in relation to the Offer or any other matter referred to in this document. Howard Kennedy is not making any representation or warranty, express or implied, as to the contents of this document.
The Company's existing Shares are listed on the premium segment of the Official List of the UK Listing Authority and traded on the London Stock Exchange's main market for listed securities. Applications will also be made by the Company to the UK Listing Authority for the New Shares issued by it to be admitted to the premium segment of the Official List and to the London Stock Exchange for such New Shares to be admitted to trading on its main market for listed securities. It is expected that Admission to the Official List will become effective and that dealings in the New Shares will commence three Business Days following allotment.
Copies of this Securities Note, the Registration Document and the Summary (and any supplementary prospectus published by the Company) are available free of charge from the offices of the Company's investment manager, Maven Capital Partners UK LLP, at Kintyre House, 205 West George St, Glasgow, G2 2LW, and the Company's website: www.mavencp.com/migvct6.
None of the New Shares have been, nor will 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. The Offer is not being 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 investors 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. No Application Form is being, nor must be, forwarded to or transmitted in or into the United States or a Restricted Territory. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this document and/or the Application Form should read the paragraph entitled ''Overseas Investors'' in paragraph 13 of Part V of the Registration Document before taking any action.
Defined terms are located on pages 45 to 47.
YOUR ATTENTION IS DRAWN TO THE RISK FACTORS ON PAGE 4 OF THIS DOCUMENT. AN INVESTMENT IN THE COMPANY 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 | 4 |
|---|---|
| Expected Timetable | 5 |
| Early Investment Incentive | 5 |
| Letter from The Chairman | 7 |
| Part I: Reasons to Invest | 11 |
| Part II: The Company | 27 |
| Part III: The Manager | 29 |
| Part IV: The Offer | 32 |
| Part V: Additional Information | 36 |
| Part VI: Taxation Considerations | 42 |
| Part VII: Definitions | 45 |
| Terms and Conditions of Application | 48 |
| Application Procedure | 52 |
| Application Form | 55 |
| Corporate Information |
The following are those risk factors which are material to the New Shares and of which the Directors are aware. Material risk factors relating to the Company are contained in the Registration Document. Additional factors which are not presently known to the Directors, or that the Directors currently deem immaterial, may also have an effect on the market risk attaching to the New Shares.
The information in this document is based on existing legislation, including taxation legislation. The tax reliefs described are those currently available. The rates of tax may change during the life of the Company and can be retrospective. The value of tax reliefs will depend on the personal circumstances of investors, who should consult their own tax advisers before making any investment.
Shareholders should be aware that the sale of New Shares within five years of their allotment will require the repayment of some or all of any income tax relief which they may have obtained upon investment. Accordingly, an investment in the Company is not suitable as a short or medium term investment. Further, the disposal of existing Shares in the Company within six months either side of the acquisition of New Shares in the Company will result in the amount of the investment in New Shares to which VCT tax reliefs are available being reduced by an amount equal to the proceeds received on the disposal.
| Offer opens | 9 December 2016 |
|---|---|
| Deadline for receipt of Applications to be eligible for the Early Investment Incentive |
12.00 noon on Tuesday 28 February 2017 |
| Deadline for receipt of Applications for final allotment in 2016/2017 tax year |
12.00 noon on Monday 3 April 2017 |
| Deadline for receipt of Applications for final allotment in 2017/2018 tax year |
12.00 noon on Wednesday 28 June 2017 |
| Offer closes* | 12.00 noon on Wednesday 28 June 2017 |
| Dealings in New Shares commence | three Business Days following allotment** |
| Definitive share and tax certificates dispatched | within ten Business Days of allotment |
* The Board may close the Offer earlier than the date stated above if the Offer is fully subscribed by an earlier date or otherwise at the Board's discretion, or extend the Offer to a date no later than 28 November 2017.
** New Shares will be allotted and issued in respect of valid applications received for the 2016/2017 Offer on 5 April 2017 and any other date prior to 5 April 2017 on which the Directors decide, and for the 2017/2018 Offer on 28 June 2017 and any other dates after 5 April 2017 and prior to the close of the Offer on which the Directors decide.
The Company intends to accept Applications on a first-come, first-served basis, subject always to the discretion of the Board.
Potential investors are encouraged to submit their Application Forms (and provide cleared funds) early so as not to be disappointed. See the Application Procedure on pages 52 to 54 of this document for further details.
The Application Form is included at the end of this document. Additional copies can be downloaded from www.mavencp.com/vctoffer, or obtained by contacting Maven Capital Partners on 0141 206 7400.
Applications which are received and accepted by 12.00 noon on Tuesday 28 February 2017 will be eligible to receive an Early Investment Incentive discount under the Offer. Existing Shareholders (which includes, for the purposes of the Early Investment Incentive, shareholders in the other Maven VCTs) will receive an enhanced rate of discount, in recognition of their continued support for the Maven VCTs, of 0.25%.
The levels of discount applied will be:
The Company may (in consultation with Maven) extend the deadline by which Applications must be received and accepted to be eligible for the Early Investment Incentive.
Details on the pricing of New Shares, together with details of 'execution-only' intermediary commissions and the facilitation of adviser charges, are set out on pages 33 to 35 of this document.
Financial intermediaries and Applicants with enquiries in connection with the receipt or status of applications already submitted can contact the Receiving Agent, Capita Asset Services, at [email protected]. Capita also operates a non-premium rate helpline on behalf of the Maven VCTs, on 0333 300 1566. Lines are open between 09.00 and 17.30, Monday to Friday (excluding public holidays in England and Wales). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Calls may be recorded and monitored for security and training purposes. Please note that the helpline cannot provide advice on the merits of the Offer or give any financial, legal, investment or tax advice.
The Receiving Agent, Capita Asset Services, will issue to the Applicant (and to any applicable financial adviser or 'executiononly' intermediary) an email acknowledging receipt of the application, normally within two Business Days. Emails will be sent to the email address provided on the Application Form. Where an email address is not provided, an acknowledgment letter will be issued by post to the address on the Application Form, normally within four Business Days. Such acknowledgment does not indicate acceptance under the Offer, which will be subject to additional processing by the Receiving Agent and is dependent on the Application being valid in all respects and cleared funds having been received, in accordance with the Application Procedure and Terms and Conditions of Application as set out on pages 48 to 51 of this document.
9 December 2016
There continues to be strong investor demand for reliable tax-free income from VCTs and the Board believes that Maven's track record for VCT investment, and its ability to generate increasing tax-free dividend payments and total shareholder returns, makes this Offer an attractive option for investors.
With a strategy of investing principally in entrepreneurial private companies across a range of industry sectors, Maven has a long term record of making new investments and achieving profitable portfolio exits for the benefit of its VCT shareholders, and is seeing a healthy flow of VCT qualifying deals across its nationwide investment network.
The Company's portfolio has been transformed since Maven was appointed as investment manager, as a result of Maven's regular flow of attractive investment opportunities across the UK, and its ability to leverage the combined co-investment capability of its six VCT clients to invest in larger companies, where historically more predictable private equity returns have been achieved. Under Maven's management, net assets have expanded from under £2.5 million in 2005 to just over £16.5 million as at 30 September 2016. This has been achieved both organically, by investing in 54 private companies, and through two successful top-up fundraisings completed since 2014.
The Company has also delivered sustained improvements in shareholder returns, as illustrated in the graph, with increases in NAV Total Return per Share for seven consecutive financial years (and in the half year to 30 September 2016) and the introduction of a progressive dividend policy. Applicants under the Offer whose New Shares are issued before 30 June 2017, will be immediately eligible for dividends paid by the Company after the issue of New Shares, including any final dividend in respect of the year ending 31 March 2017. The payment of dividends will be subject to the performance of the Company and cannot, therefore, be guaranteed.
This Offer is an opportunity for the Company to raise additional funds, which will allow a further scaling up of its asset base and increase its capacity to commit larger amounts when investing alongside the other Maven VCTs, whilst at the same time enabling a continued reduction in the total expense ratio and, therefore, costs borne by Shareholders (on a per Share basis).
It is the Board's view that the Offer will appeal to investors and advisers alike, due to the combination of a range of tax incentives and the potential for tax-free dividends. The Offer will allow Existing Shareholders in the Company to add to their current holdings, whilst New Investors will gain access to an established, broadly-based private company portfolio and the Manager's strong nationwide deal flow of new Qualifying Investments. The proceeds of the Offer will allow the Company to make further investments in ambitious, fast growing private companies, at a time when the limited availability of bank debt is constraining the growth of many successful businesses.
This fundraising is, therefore, an ideal opportunity to invest with a manager that has a long-standing track record of success in the VCT sector. The Company has shared the same successful private equity focused investment strategy as the other Maven VCTs, and has a widely diversified portfolio of more than 40 existing private company holdings. The fundraising will enable the Company to continue to grow its asset base under the new VCT rules.
*NAV Total Return per Share as at 31 March in each year, except 2017 which is at 30 September 2016
It is the Board's opinion that Maven, as one of the best resourced VCT managers and with nationwide coverage of the small and medium-sized enterprise (SME) market, will continue to offer investors access to high quality UK private company opportunities that comply with the new VCT investment requirements introduced in 2015.
The Finance (No. 2) Act 2015 announced a number of material changes, subsequently enacted in November 2015, aimed principally at bringing the UK VCT scheme into line with EU State Aid Rules for smaller company investment. The revised legislation imposes restrictions on the types of transaction and companies that VCTs are able to finance and retain qualifying status. These include strict limitations around the ability to finance management buyouts and acquisitions, an age limit on investee companies at the time of investment, a lifetime cap on the amount of funding a company can receive and restrictions on the ability to provide existing portfolio companies with follow-on funding.
As a result, private equity focused VCT managers have had to focus more on the provision of development capital or investing in businesses with growth capital requirements, with a shift away from the management buyout or acquisition based transactions which have previously constituted a large proportion of VCTs' private company investments. It is the view of the Board and Manager that this is already leading to an overall reduction in the pool of capital available to the SME sector, and poses a serious obstacle to the ability of dynamic, high quality smaller businesses to attract the growth capital needed to realise their ambitions.
The Board remains committed to the strategy of building a private company portfolio which offers the potential to maintain a regular return for the Company and support future shareholder returns. Notwithstanding the limitations introduced by the new rules, Maven's investment team has continued to identify high quality opportunities across its regional office network and is able to use its national presence to identify attractive companies that qualify for VCT investment.
As at the date of this document, Maven has already completed four new development capital investments since April 2016 and its UK regional teams have a further eight VCT qualifying deals at various stages of due diligence and approval, across a diverse range of sectors. It is the Board's belief that the Manager remains well placed to maintain that activity in view of its track record in sourcing and executing over 40 growth or development capital transactions since 2011 for the Maven VCTs and its non-VCT clients.
Subscription under the Offer provides an opportunity to invest in a VCT with an existing, diversified portfolio of established private companies, but with a policy of looking to back some of the brightest, most dynamic smaller businesses in the UK.
The UK has a remarkable history as an economy that embraces innovation. VCT investment is widely recognised as playing a vital role in developing the leading businesses of tomorrow. It allows investors to participate in their potential for growth, and enables the innovation which is a major driver of economic growth and job creation. Well managed VCTs, run by managers with the expertise
and resource to cover the whole UK SME sector, offer investors the opportunity to benefit from very attractive tax breaks, alongside access to an investment model which can achieve impressive gains driven by investment in high growth companies and sectors.
The Maven team targets investment in a wide range of private companies which provide the potential for a steeper growth curve than that likely with the more traditional management buyout or acquisition based transactions. The Manager believes that many of those companies will offer sector-disruptive, innovative technologies or business models which have the potential to challenge an established market by displacing existing market leading firms and products, or create a new market and value network, in either case driving genuine economic transformation.
Only those VCT managers which have sufficient investment resource, comprehensive coverage of the UK market and a regular flow of introductions, are well placed to adapt to the new VCT investment requirements and continue to offer the range of high quality SME investment opportunities needed to maximise investor returns from a private equity portfolio. Investors are, therefore, looking for managers with a proven investment track record and the infrastructure to transact a broad range of VCT qualifying deals. To this end, the Maven team offers collective experience and skills built up over many years of investing in high-growth SMEs throughout the UK, ranging from larger, long-established businesses with market-dominant positions in traditional industry sectors, to newer businesses operating in niche sectors or offering disruptive business propositions.
Since April 2016 the Company has invested in four companies which the Manager believes are high-growth opportunities offering the potential for significant returns: The GP Service, a provider of a web-based platform for delivering on-line GP consultations and prescriptions via a video link, with prescriptions issued direct to a pharmacy; Rockar, a motor retailer with an innovative technology proposition and a pioneering retail store design for dealerships based in high-footfall shopping centres for high-profile global automotive brands such as Hyundai and Jaguar Land Rover; Chic Lifestyle, which operates an inventory management platform for the B2B travel market that allows small-scale operators to control the live distribution of boutique hotel rooms and luxury villas, and manage bookings in real time, through leading web traffic generators; and Growth Capital Ventures, a developer and operator of on-line investment and alternative finance platforms, which connect high growth start-up or early stage businesses seeking investment with available investor capital.
Subscription under the Offer will, therefore, provide tax-efficient access to a deal flow of new investments in entrepreneurial private companies, alongside the more mature investments in the current VCT portfolio. Qualifying Investors will benefit from up to 30% income tax relief on their Investment Amount for New Shares, which would not be available for Shares purchased in the open market, and will be eligible for tax-free dividends paid by the Company. The payment of dividends by the Company will be subject to its performance, levels of cash and distributable reserves, and is, therefore, not guaranteed.
Prospective investors' attention is drawn to the risk factors set out on page 4 of this document and pages 3 and 4 of the Registration Document.
The maximum amount to be raised under the Offer is £6 million (assuming that the over-allotment facility is not utilised). The Offer is conditional upon the passing by Shareholders of certain resolutions to be proposed at the Company's General Meeting to be held on 1 February 2017 (see paragraphs 7.2 (i) and (iv) on page 37 of this document). However, there is no minimum level of subscription on which the Offer is conditional, so investors can be assured that the Offer will go ahead.
Prospective investors can apply to invest amounts of their choice (minimum £5,000), subject to the Offer not having closed prior to their Application having been processed, and the amount subscribed will be invested into New Shares in the Company. The number of New Shares received, and their price, will depend on whether the investor has applied directly or through a financial intermediary, and on the amounts of any initial adviser charge or 'execution-only' intermediary commission payable in connection with the Application. Details of the Allotment Formula, the facilitation of adviser charges, and 'execution-only' intermediary commissions are set out in Part IV of this document.
The Directors have reserved the right to extend the Offer by means of an over-allotment facility for up to a further £2 million, in order to allow the Directors, at their discretion, to increase the maximum amount to be raised at any time before the Offer closes. However, this over-allotment facility will only be used if it is deemed to be in the interests of all Shareholders and reflects the anticipated future flow of Qualifying Investments across the Manager's UK investment team.
The Board has taken the following factors into account in deciding to launch the Offer:
behalf of a single entity. The additional funds raised under the Offer will allow the Company to have an increased allocation in those co-investments.
The additional funds raised will allow the Company to:
Applications which are received and accepted by the deadline of 12.00 noon on Tuesday 28 February 2017 will be eligible to receive an Early Investment Incentive discount under the Offer.
Existing Shareholders (which includes, for the purposes of the Early Investment Incentive, shareholders in the other Maven VCTs) will receive an enhanced rate of discount, in recognition of their continued support for the Maven VCTs, of 0.25%. The levels of discount applied will be:
The Company may (in consultation with Maven) extend the deadline by which Applications must be received and accepted to be eligible for the Early Investment Incentive.
The Maven team, whilst part of Aberdeen Asset Management plc, took over the management of the Company in February 2005. At that time, the portfolio was heavily invested in AIM, had limited liquidity for making further qualifying investments, and was unable to generate sufficient revenue from its underlying assets to cover the Company's costs.
Since that time, the Board and Manager have focused on improving shareholder returns by rebalancing the asset base, using the same private equity focused investment strategy as the other successful Maven VCTs. This included reducing the Company's exposure to AIM significantly, and building a diversified portfolio of private companies, each capable of generating a yield and offering strong growth prospects. The portfolio has become closely aligned with the other Maven VCTs such that, since 2005, the number of private company holdings has increased significantly to over 40 (as at 30 September 2016), across a wide range of industrial sectors, and the exposure to quoted assets (as a proportion of total unlisted and quoted holding value) has fallen from over 90% in September 2005 to just under 12.3% in September 2016. Two successful top-up fundraisings since 2014 have also increased the asset base of the Company substantially, allowing it to increase its investment capacity and commit larger amounts in each new private equity transaction.
In line with its commitment to commence tax-free distributions to Shareholders at the point the portfolio was generating sufficient funds from realisations and underlying investment income, the Board was also able to announce in 2013 that it was introducing a dividend policy, and the Company has since paid regular dividends to Shareholders.
Maven has a track record of identifying and investing in highgrowth private companies, including businesses of the type which meet the new VCT investment criteria, sourced by an experienced, nationwide investment team. As a result, the Board is confident that the Company is well positioned to continue to deliver against its core objectives of achieving long term capital appreciation and generating maintainable levels of income for Shareholders, from a blend of existing, more mature portfolio company holdings alongside new investments in private companies with higher growth potential.
The Board is cognisant of some remaining uncertainty for investors, resulting from the outcome of the referendum in June 2016 that the UK should leave the EU. Whilst the full impact of this decision will continue to become clearer over the next few years, it is the intention of the Manager to work closely with the businesses in which the Company is invested to maintain or adapt their growth strategies accordingly.
In addition to the changes to the rules on VCT Qualifying Investments mentioned above, the March 2016 budget statement announced restrictions on the ability of VCTs to make nonqualifying investments. With a view to maintaining an effective liquidity management strategy and maximising the potential returns from monies held prior to investment, the Board has undertaken a review of the range of the income generating options that are available to the Company, and the Manager will invest selectively in permissible securities that offer the stability of performance and income characteristics capable of supporting future dividend payments. At the date of this document, 2.6% of net assets is invested in a range of carefully selected private equity investment trusts, an asset class with which the Manager is familiar and where it has a good knowledge of the respective portfolios and fund managers.
Maven seeks to produce a total return greater than that likely from direct investment in quoted companies, by investing in a diverse portfolio of carefully selected private companies with strong growth prospects and the capacity to generate revenue for the Company. This strategy is expected to continue to offer the potential for improving total shareholder returns.
The Board is committed to continuing to add scale to the Company by expanding the asset base, through both the proceeds from profitable realisations and further fundraisings in support of Maven's anticipated new deal flow, whilst at the same time reducing Shareholder costs.
The Company has now participated in two successful top-up offers which, in aggregate, have raised an additional £14 million of capital before expenses, and allowed it to make further investments and spread costs over a wider asset base. It has also been able to implement a share buy-back programme, which has resulted in a significant, sustained narrowing of the discount to NAV at which its shares trade.
Maven and members of its staff have previously invested more than £4 million*, in aggregate, in the Maven VCTs including more than £400,000 in the Company. The Maven management team (including Bill Nixon, Managing Partner of Maven), and the independent Directors of the Company, have demonstrated their ongoing confidence in the long term prospects of the Company by making significant investments in the Company to date, and intend to make a substantial commitment to this Offer of not less than £135,000 in aggregate to reflect their confidence in the future prospects of the Company and to further align their interests with those of other Shareholders.
The Directors endorse the level of financial commitment by management, as it further aligns the interests of the Board, the Manager and Shareholders.
The Directors of the Company already have significant shareholdings in the Company. The total number of Shares held in the Company by its Directors is 847,160**, being 3.02% of the issued share capital of the Company as at 8 December 2016 (the latest practicable date prior to publication of this document).
* This includes the holdings of Bill Nixon, who is a director of four of the Maven VCTs, including the Company.
** As at 8 December 2016, the latest practicable date prior to the publication of this document, and including spouses. This includes the holdings of Bill Nixon (which are also taken into account in the figures for the investments made by Maven and members of its staff).
A summary of the tax reliefs available to Qualifying Investors under the current VCT scheme rules is set out in Part VI of this document. Investors should seek their own professional advice as to how these rules will apply to their individual circumstances.
The Application Form is included at the end of this document. An investor wishing to subscribe under the Offer should read the Prospectus in full before investing, including the Terms and Conditions of Application on pages 48 to 51 of this document, and the Application Procedure on pages 52 to 54 which explains how to complete the Application Form and where to send the completed form and application monies.
If you would like further information about the Offer, please contact Maven Capital Partners on 0141 306 7400 or at [email protected]. Additional copies of the Application Form can be downloaded from www.mavencp.com/vctoffer, or obtained by contacting Maven.
We very much look forward to welcoming Applications from both New Investors and Existing Shareholders.
Yours faithfully
Brian May Chairman
The Board believes that Maven's track record as a generalist VCT manager, allied to a nationwide investment resource and strong pipeline of potential new investments, means that the Company will continue to expand its portfolio and grow shareholder returns.
Investors under the Offer will benefit from:
"Maven has a record of achieving superior investor returns from investment in carefully vetted small private companies, and is a committed backer of innovative British businesses. We manage a diverse private company portfolio and are well equipped to source some of the most exciting new private equity opportunities across the UK, whether that be in more established companies operating in traditional industry sectors, or investing in growth businesses with new business models which are challenging the traditional routes to market and creating compelling customer solutions. The new VCT rules present an opportunity for some of the brightest future stars of the UK SME sector to attract growth funding.
Our experienced team has a track record of working successfully with a wide range of investee companies, at various stages of development, to support their growth ambitions. Backing a dynamic young business is about much more than simply providing finance, and we invest only where we and management have a common vision for driving the business forward with a goal to maximise value. We try to understand not only the numbers, but also the commercial issues and other sensitivities facing portfolio companies."
The Company has a generalist investment strategy, aiming to invest predominantly in a range of private companies at varying stages of their development, where each has been carefully vetted and features a strong management team and a product or service proposition that addresses a clear market need.
Subscriptions under the Offer will provide investors with immediate access to a mature VCT with a widely diversified existing portfolio of around 40 private companies.
The portfolio is invested across a wide range of UK industries and a broad geographical base. The objective is to develop the portfolio through a continuous cycle of new investment, realisation, distribution and re-investment. This strategy has consistently produced profitable exits for the Company in support of an ongoing programme of new investment and regular dividends.
The chart illustrates the broad sector distribution (by value* at 30 September 2016) across the portfolio of the Company. There has been a significant degree of co-investment by the Company with the other Maven VCTs when completing transactions, with the result that the VCT portfolios contain a large number of common holdings.
* Analysis of portfolio as at the date of this document is extracted from the most recently published unaudited half-year report of the Company prior to the date of this document and adjusted for subsequent significant investments and realisations in the portfolio.
The Company has established a recent history of paying tax-free dividends to Qualifying Investors, from the existing portfolio of income-generating private companies. Investors under the Offer will be immediately eligible for all dividends paid by the Company following the issue of their New Shares, which will be tax-free for Qualifying Investors. In the case of New Shares issued before 30 June 2017, these will be eligible for any final dividend payable from August 2017.
The Board is committed to maintaining a dividend programme, targeting increasing levels of tax-free distributions in the medium term (subject to the availability of reserves and maintaining the longer term stability of the NAV). Under the management of the Maven team, dividends paid by the other five Maven VCTs, employing the same private company strategy, have increased steadily since 2010.
The Maven team targets well managed, entrepreneurial businesses that are led by proven management teams and offer strong growth prospects, and invests up to £5 million per transaction. Each prospective investment must be available at an attractive entry price, and have the potential to generate regular income and achieve medium to long-term capital appreciation. Each transaction is, therefore, structured for maximum yield and capital gain, in order to provide the Company with a sustainable income stream and offer the potential for a capital gain on exit.
Maven's UK-wide coverage and investment resource enable it to access a wide range of suitable opportunities which should qualify under the new VCT rules. This ensures that the risk inherent in investing in a private company is significantly mitigated through investment across a wide range of sectors, in companies based throughout the UK regions.
The objective for the Company is to maximise the potential for tax-free dividends and capital gains while minimising the risk on behalf of investors. The Company employs a generalist investment strategy to build a widely diversified portfolio of entrepreneurial private businesses. The Maven team has many years' experience in understanding and managing the risks associated with private company investment, and employs a range of strategies for every investment, including:
Maven's record of generating consistent, attractive investor returns is founded on a highly resourced team sourcing a regular flow of high quality private company assets across the UK, each offering significant potential for growth. Maven's nationwide investment
operation is one of the largest in the VCT industry, and ensures that Maven is introduced to hundreds of private companies each year across the key regional markets.
The expertise and experience of Maven's regional teams in investment selection is crucial in ensuring that only the best possible assets are selected for VCT shareholders. Each regional team is led by a partner or senior investment director, and supported by a team of executives who are responsible for sourcing, negotiating and completing new transactions. Those executives commit a significant amount of effort and research to assessing every opportunity that meets the initial investment criteria applied by Maven to new investments.
A key component of that process is for Maven to build confidence and trust in every management team it backs. As the new VCT rules require a greater focus on development capital investments, the quality and ability of a management team is increasingly important, and each team will have to demonstrate to Maven's satisfaction that it has the collective skills and experience to make the venture a success, as well as the vision and enthusiasm to drive the business forward.
Every transaction is subject to a structured three-stage investment approval process, led by the relevant Maven regional deal executives but harnessing the collective knowledge and skill of Maven's UK-wide team. That process ensures that every aspect of a potential investment has been comprehensively analysed and understood. The goal is to ensure that the Company ultimately invests in only high quality businesses offering the prospect of an attractive capital return on exit, and that each investment is secured on the best possible terms for the Company.
The nationwide Maven investment and portfolio team holds a weekly discussion to consider all new and live opportunities, quickly identifying any sector related issues. For each prospective investment that satisfies defined selection criteria, the local Maven team will meet with the potential investee company and prepare a summary paper for preliminary discussion with the Maven investment committee (comprising a minimum of three Maven investment partners, but not including the partner who is sponsoring the investment paper). That paper will cover the trading history of the company and the outline transaction structure and terms, and will also benefit from input by Maven investment executives across the country, whose multi-sector experience plays a key role at this stage in identifying possible issues and meaningful growth potential.
The investment committee will decide whether to approve or decline the initial proposal. Approval must be on a unanimous basis, for a proposal to be taken forward to the next stage.
The executives sponsoring the proposed transaction will then commence a more detailed dialogue with the company, conduct extensive in-house research and customer referencing, and undertake a series of site visits. This involves spending time with the management team, to see how the company operates on a day-to-day basis, and typically also speaking to relevant individuals within Maven's network of non-executive directors to understand the business and sector further.
Where there is a demonstrable investment case, and suitable outline financial terms can be agreed for the investment by Maven client funds, a detailed investment paper will be prepared, which presents a comprehensive summary of the business, the senior executives and the sector dynamics, as well as incorporating a financial model with sensitivity analysis setting out the projected returns from the transaction. Crucially, that paper also presents a view on the ultimate exit potential and prospective acquirers for the business. The Maven investment committee will consider that paper, on the same basis as described above, and decide whether to decline the opportunity or to proceed formally into external due diligence and legal process.
Given the complexity of the revised VCT investment rules, and the importance of ensuring ongoing compliance with those requirements, Maven also works with a specialist VCT tax adviser, engaged by the Maven VCTs, to assist in interpreting the revised legislation in relation to proposed new transactions and advising on the VCT tax clearance process.
Prior to any investment, the executive leading the transaction will project manage a varied, extensive programme of due diligence on the target company, including extensive use of specialist thirdparty providers. Maven believes that properly scoped external due diligence is a crucial component of managing investment risk, irrespective of the company, sector or proposed level of investment, and it will cover the following key areas as appropriate:
• insurance/pensions
• legal
• financial
• IT
Due diligence will often highlight material issues which need to be addressed prior to completing a transaction, and may identify areas for clarification with management teams which will influence the investment terms offered by Maven in support of achieving attractive investor returns. The thorough management referencing employed by Maven is critical to the decision to take a business forward, and is of increasing importance in view of the greater focus on earlier-stage investments under the new VCT rules.
During this stage Maven will also seek definitive VCT tax clearance from HMRC, and the investee company management team will usually be asked to present to the Maven investment committee.
At the conclusion of this process a final detailed investment paper is prepared, summarising the findings and detailing any recommended variations in the transaction or financial terms. A further investment committee considers these findings and decides whether or not to proceed to legal completion.
Maven's VCT investment strategy has consistently generated attractive returns for shareholders, with improving levels of yield and significant increases in NAV total return for VCTs managed by the team since 2004. Maven has demonstrated that it has the resources, experience and expertise to access a continuous flow of attractive
private company investment opportunities, to add value to those businesses in order to drive capital appreciation across the portfolio, and to achieve regular profitable exits for VCT investors. In that same period, the Maven team has also been appointed to four VCT management contracts to replace incumbent investment managers.
Since Maven was formed in 2009, it has managed eight successful VCT fundraisings. The offers launched by the various Maven VCTs since October 2013, two of which closed early due to being oversubscribed, have raised over £50m. These included previous offers, launched in 2013 and 2016, in which the Company raised a total of just under £14m.
A key focus for the Company is to maintain a regular turnover in its portfolio, through a process of new investment, realisation, distribution and re-investment. Since June 2009, the Maven team has invested in more than 30 entrepreneurial private companies on behalf of the Maven VCTs, including 17 transactions since January 2014 across a range of sectors that includes IT/telecoms, specialist manufacturing, engineering and support services (see pages 20 to 23).
At any given time a number of investments are typically reaching maturity and generating interest from potential trade or private equity buyers. Maven has established a record for achieving portfolio exits at a significant uplift to cost, having consistently demonstrated an ability to create value in investee companies by working closely with management teams to develop exit strategies and identify suitable buyers.
In the period since January 2014 the Maven team has realised 11 private company investments (see pages 24 to 26). The realisation of assets, in tandem with the income paid by the underlying private companies, has provided liquidity to make further investments in yielding private companies, and allowed Maven to produce consistent improvements in shareholder returns and maintain a progressive dividend policy.
Well-resourced generalist VCT managers are ideally placed to take advantage of the shortage of capital available to UK private companies. Maven is an active manager in the UK private equity sector, with an investment and portfolio team of 20 executives focused on sourcing, executing and managing investments in high growth businesses from six regional offices. A key factor for any generalist VCT manager in achieving consistently strong performance is the ability to generate a regular flow of private company introductions and thoroughly assess each potential investment. The Maven investment team is able to leverage its nationwide market presence and private company expertise to identify interesting private companies in each region, with introductions to approximately 350 new transaction opportunities each year.
Maven is able to deliver specialist private equity investment expertise, through an investment operation covering the key regions in the UK market and, notwithstanding the changes to the VCT investment rules enacted during 2015, is able to demonstrate a track record in deploying investor funds in non-acquisition related transactions.
Maven's experienced VCT and private equity team includes senior executives from a variety of professional, commercial and industry backgrounds, who understand the commitment and disciplines needed to build a successful business.
Whilst a key feature of Maven's private equity investment strategy is the focus on investing across a broad range of industries, with no specific sectoral bias, Maven has worked extensively in a number of sectors for many years, developing specialist knowledge across a range of industries and backing high growth businesses in some of the UK's most attractive and vibrant sectors, such as IT/telecoms, specialist manufacturing and web-based consumer services.
Access to bank finance remains a considerable challenge for SMEs across the UK, despite record low interest rates since 2009, and for many longer established private companies the recent changes to the VCT rules have also made VCT finance more difficult to access. However, this environment has resulted in increased opportunities for private equity managers to support the expansion of some of the UK's fastest growing companies by providing flexible, long term committed capital that can accelerate and sustain their growth to a greater extent than many sources of traditional finance.
An effective private equity manager will have the ability to work alongside management to help professionalise the business by introducing disciplines vital to the transition into a large and more robust business. Maven has the resource and expertise to work with a broad, diverse portfolio of private companies, which currently generate total annual revenues of over £550 million*, and in many cases has helped to increase efficiency and drive significant growth in profits, whether by upscaling IT, HR and business development functions, investing in expansion into overseas markets, attracting high calibre executives or improving internal business processes such as procurement, sales and production.
Investment by Maven is also currently helping to support over 3,150* jobs within its private company portfolio. Private equity backed companies are recognised as often stimulating job creation, as these businesses, in pursuing organic growth, will typically need to recruit additional personnel to deliver their strategic plans and will consequently tend to increase the size of their workforce. Illustrated opposite is the growth in turnover, profit and employee numbers across Maven's private company portfolios.
The ongoing performance of portfolio companies is also a major focus for Maven, in line with the objective of each Maven VCT, to maximise shareholder returns through profitable exits and regular dividends.
Maven's portfolio team has many years' experience of working alongside private companies and management teams, and offers a wide range of commercial and industry expertise. Maven executives work closely with each management team throughout the period of investment, up to and including the time of sale. That usually involves taking a seat on the board, in order to support management and help with both strategic and day-today operational issues such as developing product initiatives,
* Source: Maven Capital Partners UK LLP (22 September 2016). Growth figures are based on the aggregate change across current combined Maven portfolios of private companies, in each case for the period since the investment was made, rounded to the nearest whole percentage and not taking into account companies for which accounts are not yet available post investment. Jobs and revenues figures are either as at the date of the most recent accounts, or as at the date of investment if accounts are not yet available.
** EBITDA (Earnings before Interest, Tax, Depreciation and Amortisation).
expanding or internationalising the business, or identifying potential acquisitions. A key benefit for VCT shareholders is that this close working relationship ensures that Maven is represented at regular board meetings and can maintain a close working knowledge of the trading performance and prospects of the business.
Maven recognises the importance of having a local presence throughout the key UK corporate finance markets, with offices in Aberdeen, Birmingham, Edinburgh, Glasgow, London and Manchester placing it at the heart of the main centres of transaction activity. That regional focus ensures that Maven has a strong local knowledge and that its investment executives are on hand to work effectively with a wide range of management teams. Maven's executives are also able to access an established UK network of non-executive directors, where appropriate, in supporting investee companies, whether to introduce management teams to highly experienced non-executives and advisers with relevant sector knowledge, or in some cases to potential trading partners, suppliers or acquirers.
Maven also maintains a continuous focus on the sale potential for a business, from the time of the initial assessment of a potential investee company and throughout the period of investment. The regional investment teams are ideally placed to identify and develop attractive disposal opportunities with a wide range of potential trade and secondary private equity acquirers, in the UK and overseas markets, and work closely with management to drive and implement exit strategies.
Maven's success and expertise in identifying and managing high quality assets has been widely acknowledged within the private equity and VCT industries, with a series of awards and nominations in recent years which recognise the success of Maven's investment management strategy as reflected in the quality of portfolio companies and the performance of the Maven VCTs.
2015 saw notable recognition of Maven's success in the VCT arena. In June Maven was named as Private Equity House of the Year at the 2015 M&A Awards, one of the leading events in the corporate finance calendar, in a category focused on managers that have displayed the keenest judgement and opportunism in completing private equity acquisitions or exit transactions, whilst also making a contribution in increasing the value of investee businesses.
Maven was shortlisted at the 2015 Investor All-Stars Awards for Private Investor Network of the Year and Maven VCT 5 was nominated for VCT of the Year.
Maven was also shortlisted at the 2015 unquote" British Private Equity Awards, for VCT House of the Year, where the 3.8x cost multiple exit from EFC Group was also nominated for VCT Exit of the Year and Maven VCT 5 was recognised with a nomination in the VCT of the Year category for the Investment Company of the Year Awards 2015.
In May 2016 Maven VCT 1 won the award for Best VCT in What Investment's Investment Trust awards, as judged by a panel of independent industry experts with a focus on the total return performance of investments that continue to offer appeal for private investors despite a sustained period of market turbulence. The award was noted as reflecting the ability of the VCT to sustain superior performance and an attractive yield despite various regulatory changes which have impacted the types of transactions in which VCTs are permitted to invest.
In June 2016 Maven was named as the winner of Private Equity House of the Year for the 2nd year in succession, at the High Potential Business Awards (previously the M&A Awards), which celebrate the achievements of outstanding growth businesses and their financial backers, and in particular those companies that display the greatest potential for organic growth.
During 2016 Maven was also named as Private Equity Manager of the Year in the ACQ Global Awards, which celebrates achievement and innovation across the fund management industry.
Finally, in September 2016 Maven VCT 2 was shortlisted in the VCT of the Year category for Investment Week's 2016 Investment Company of the Year Awards, which recognise excellence in closeended fund management, with a focus on investment companies that produce consistent performance.
The Maven team sources a regular flow of new private company assets across the UK, investing in a wide range of business types and industry sectors, and applying rigorous selection criteria in every case. Maven has a track record of identifying and investing in high quality, ambitious UK companies, including those growth businesses which meet the new VCT investment criteria. Maven also has a history of delivering profitable exits, having worked closely with investee management teams to drive growth and add shareholder value. A list of Maven's VCT investments and realisations completed since January 2014 is detailed on pages 24 to 26.
Featured on the following pages are case studies of four recent investments made by the UK-wide Maven team, which qualify under the new VCT rules, and four recent VCT realisations.
(the information below has been provided by the Manager*)
The fast-growing crowdfunding and online Peer to Peer (P2P) lending markets have been a catalyst for the creation of a new funding approach and bringing equity investing in private companies and real estate developers into the mainstream. This has had a significant impact on early-stage activity in the UK equity investment market, including a shift from predominantly seed-stage funding to a more venture-stage focus.
For ambitious SMEs or real estate developers looking to raise capital, online alternative finance options are providing a valuable new source of funding solutions to support growth, whilst for investors it opens up new ways to invest into new asset classes. GCV is at the forefront of this trend through its existing Growth Funders online equity co-investment platform, which connects high growth start-up or early stage businesses seeking investment with investors with available investor capital.
Led by co-founders Norman Peterson and Craig Peterson, who both have a strong entrepreneurial background and extensive experience in raising early-stage capital for growth focused businesses or projects, GCV has embraced the use of alternative technology to develop a highly scalable online finance model and IT infrastructure.
Business lending now represents around 50% of the UK P2P online lending sector, and GCV has identified a significant opportunity for the development of innovative P2P platforms. Maven funds will be used to support the further technical development and launch of a new P2P lending platform, which will have a key focus on generating a flow of pre-vetted, quality investment opportunities, including high growth SMEs, real estate and clean energy, connecting investors with attractive target opportunities.
In October 2016 the Maven VCTs invested in Chic Lifestyle. Chic is a technology business operating under the brand Chic Retreats, and offering a B2B inventory management platform which allows the operators of boutique hotels and luxury villas to optimise the distribution of their rooms, and manage rates and availability online.
Chic's innovative technology targets an underserviced segment of the market, providing a distribution solution for smaller operators who may lack the technical expertise or resource to manage their own marketing and IT channels. The platform allows them to manage inventory in real time and process bookings through some of the industry's leading traffic generators, whilst also eliminating major service issues such as double bookings.
The independent boutique hotel and villa marketplace has experienced strong growth in recent years as a result of increased online bookings and improved transport links, making such holidays more accessible to mainstream consumers who are increasingly looking for an authentic local experience when they travel.
Chic Retreats is capitalising on this demand and differentiating itself, by focusing heavily on producing detailed, relevant content on each destination that goes beyond simply informing them what a hotel can offer.
Hotels and villas are only able to join the Chic Retreats collection by invitation, and after being thoroughly vetted, thereby enabling the membership network to retain its exclusivity.
Maven's investment will enable Chic to complete the development of its core technology platform, enhance its web and mobile offerings and expand into new geographic territories.
Ground-breaking automotive retail proposition received backing from the Maven VCTs
In July 2016 the Maven VCTs invested in Rockar, an innovative motor retailer which is seeking to revolutionise the car buying experience with a disruptive retail proposition that provides customers with access to all the services of a traditional dealership, either online or at a number of digital stores in prominent shopping centres, including Bluewater in Kent and the Westfield Centre, East London.
Rockar was established in 2012 with the aim of changing the car buying experience to suit modern consumer habits, by challenging the traditional route to market. In addition to existing relationships with Jaguar Land Rover and Hyundai, this investment will enable the company to partner with more major automotive manufacturers and launch additional digital stores in high footfall shopping centres, and continue to develop its innovative technology platform.
An engaging store design allows customers to browse vehicles at their leisure and without the pressure to buy, and is supported by pioneering in-store access to digital content which provides information about the cars and helps explain the purchasing process. In-store commissioned sales staff have also been replaced by 'Angels', who are simply there to help.
Rockar has also developed an online solution which helps car manufacturers digitalise their traditional route to market. The car market is one of the few not to have fully embraced online retailing to date. While consumers will typically undertake significant research online as part of the buying process, there is still the requirement to visit the physical showroom to negotiate a deal and complete the purchase. Rockar's 'Buy Button' technology enables the consumer to complete the entire purchase online, including options for part-exchange and finance.
The Rockar team is led by Simon Dixon who has significant experience in the car industry, having helped build the Dixon Motor Group PLC for 20 years, before selling it to RBS in 2002 for £110 million.
Maven VCTs supported the growth of an innovative new online GP service
In May 2016 the Maven VCTs invested in The GP Service (GPS), a provider of on-line services for general medical consultations and prescriptions. The business is well placed to achieve significant growth, and the investment by Maven VCTs will enable GPS to accelerate the roll-out of its service across new geographical locations and further develop its range of products and services where GPS has identified a number of strong market demand drivers.
The on-line pharmacy and prescription market is a rapidly emerging sector in the UK, on the back of significantly increased demand for alternative methods of accessing medical advice and treatment, with patients experiencing ever-increasing average waiting times for GP appointments as well as surgery opening times that are unsuitable for today's busier lifestyles.
GPS addresses this issue by offering a web-based solution which enables customers to tailor healthcare needs around work and family commitments, whilst gaining access to quality, reliable medical advice and treatments. The GPS platform delivers live GP consultations via video link direct, and prescriptions issued to a pharmacy of the registered user's choice. With the service operating daily from 7am to 8pm, it provides the flexibility required by busy people who are juggling a difficult work-life balance and are unable to conveniently visit a doctor or obtain a prescription within traditional surgery opening hours.
GPS is led by experienced entrepreneur Atul Devani as Executive Chairman, whom Maven successfully backed in an earlier venture. Atul was the founder of United Clearing, which listed on AIM in 2004, before being sold in 2006 for £25 million. He then served as CEO of BSG's wireless division prior to its trade sale to Syniverse Technologies for \$290 million.
(the information below has been provided by the Manager*)
In December 2016 Maven clients exited their investment in plastic extrusion manufacturer Nenplas Holdings, through a sale to German company Döllken Weimar GmbH, generating a 5x total return for original investors.
The Maven VCTs first invested in 2006 in Homelux Nenplas, a global supplier of tile accessories to the DIY and professional markets across the UK, Europe and North America. During the time of Maven's involvement the business enjoyed rapid growth, completing a complementary acquisition and increasing turnover to almost £20 million.
In March 2013 Maven achieved a partial realisation for investors, following a demerger process which saw the sale of the Homelux DIY products division to US quoted firm QEP Co. Inc. As part of that process Maven led a secondary buyout of the Nenplas plastic trade extrusion division, alongside the management team, which allowed the business to focus on its core competency in the development, design and manufacture of extruded plastic products, develop new markets for its products, and pursue an acquisition strategy.
Maven subsequently provided Nenplas with additional funding in 2013 for the acquisition of Polyplas Extrusions, which designs and manufactures extruded products in complementary markets, and in 2014 supported the business again in acquiring Delta Plastics, a manufacturer of extruded plastic and rubber products. Those acquisitions allowed management to increase profitability by implementing leaner working practices, improving efficiency and reducing raw material costs.
In February 2016 Maven realised the investment in composite hose manufacturer Dantec Hose, which was acquired by German business Elaflex-Gummi Ehlers GmbH, generating a 2.1x total return for original investors.
Dantec is one of the leading global manufacturers of composite hoses for bespoke petrochemical, marine and industrial applications, including supplying refuelling hoses for Formula 1, with around 70% of turnover from international markets and products sold to over 50 countries.
Established in 1969, Dantec is renowned for product quality, technical excellence and innovation, and was the first composite hose manufacturer to achieve ISO 9000 status. Composite hoses provide the vital flexible connection for a wide variety of fluid transfer systems, including those used with gas, petroleum and chemicals. Manufacturing quality and safety standards are vital for the integrity of composite hoses, with customers requiring flexibility, light weight and a wide range of chemical resistance.
Maven led the investment in Dantec in September 2011, and subsequently supported the business in implementing a number of significant financial and operational improvements which resulted in geographical and sectoral expansion of its customer base.
In December 2015 Maven clients exited their investment in facility solutions business Westway Services, through a sale to US based ABM, generating a 6.5x total return for original investors.
London based Westway provides clients with an integrated range of technical building services on both planned and reactive maintenance contracts, covering both mechanical and electrical engineering services for infrastructure such as heating, ventilation, air conditioning and electrical installations.
Maven clients originally backed Westway in 2009, when it had a turnover of less than £10 million and employed 38 people from a single office location in West London. Under the leadership of Managing Director Andy Donnell, and working closely with Maven executives, the business achieved year-on-year revenue growth and established a track record of delivering a reliable and high level of service.
In 2014 Maven VCTs supported a secondary transaction, in order to help the business capitalise on projected growth in the facilities management market, whilst also targeting geographical expansion within the UK. With Maven's support, Westway significantly expanded its UK footprint and widened its focus to include specialist technical engineering services that help optimise the energy and operational performance of a building, and now serves a blue chip customer base across a range of sectors, including commercial offices, financial services, healthcare and retail.
At the time of the exit of Maven's clients, turnover exceeded £50 million per annum, generating earnings of more than £5 million, and the business employed 535 people across its UK offices in Ruislip, Bristol, Glasgow, Leeds, and Northampton.
In September 2015 Maven clients realised their investment in cash management specialist Cash Bases Group, achieving a 7.1x total investor return following the merger with US group APG Cash Drawer LLC.
During the period of Maven clients' investment Newhaven based Cash Bases established itself as one of the world's leading manufacturers of high quality cash management solutions, supplying global brands in the retail, finance and hospitality sectors, across more than 70 countries.
Maven clients invested in Cash Bases in 2004, and worked closely with the senior management team to accelerate the company's growth, by targeting new clients and specialist opportunities within the sector, and extending the product offering. Maven executives also supported the team in completing a key strategic acquisition which helped expand the business into new markets.
In July 2013 the business secured a multi-million pound contract with Tesco for the integration of the ground-breaking SMARTtill technology across the retailer's entire estate (over 25,000) of UK cash tills, providing automated cash management and real-time monitoring of point-of-sale transactions, including an intelligent cash drawer system.
The union with APG created a global, market leading business, differentiated by its ability to deliver innovative cash management technologies to an international customer base, where the two businesses have a strong strategic foothold in the North American and European markets.
Maven's UK-wide investment team has a proven ability to generate a regular supply of attractive private company investment opportunities, with executives constantly evaluating a nationwide private equity deal flow across a wide range of industry sectors. Since January 2014 the Maven VCTs have invested in the following 17 private companies*:
New VCT Investments from 2014 to 2016
Maven VCTs provided growth finance to Growth Capital Ventures (GCV), a developer and operator of
online investment and alternative finance platforms. The fast-growing crowdfunding and online Peer to Peer (P2P) lending market has created a new funding approach and is having a significant impact on early-stage activity in the UK equity investment market. GCV is at the forefront of this trend, where it has embraced the use of innovative technology to develop a highly scalable online finance model and is established as a leading market player with its existing Growth Funders online equity co-investment platform, which connects available investor capital with companies seeking investment. Maven funds will be used to support the further technical development and launch of a new P2P lending platform which will have a key focus on generating a flow of pre-vetted, quality investment opportunities that have the potential to deliver strong investment growth, and support syndication between Institutional,
Professional and Retail investors.
Maven VCTs invested in technology business Chic Lifestyle, to support the further development of its fast-growing Chic Retreats B2B inventory management platform. Chic's innovative technology allows the operators of boutique hotels and luxury villas to control the live distribution of their rooms, rates and availability online. It targets an underserviced segment of the market, providing small-scale accommodation suppliers with an inventory management solution which eliminates major service issues such as double bookings. Chic, which operates as an 'invitation only' membership network for accommodation suppliers, offers an ideal solution for clients who lack the technical expertise to manage their own marketing and IT channels, allowing them to process bookings in real time through some of the industry's leading traffic generators, and to access a significantly larger market.
Maven VCTs invested in Rockar, an innovative motor retailer with a disruptive new retail proposition which allows customers to access all the services of a traditional dealership online, or at one of its digital stores located in a number of prominent, high footfall UK shopping centres. Rockar is seeking to revolutionise the car buying experience, and the investment will enable the company to partner with more major automotive manufacturers following its initial success with Hyundai, launch more digital stores and continue to develop its innovative technology platform. In an industry which has been slow to fully embrace the potential of online retailing, Rockar's engaging store design and pioneering in-store digital content allows the customer to browse the vehicles and access all relevant information, whilst still providing access to a physical showroom.
The GP Service (UK) Healthcare May 2016 Maven VCTs invested in The GP Service, a provider of online services for general medical consultations and prescriptions. The investment was to support GPS in accelerating the roll-out of its service across new geographical locations, and further develop its range of services. The online pharmacy and prescription market is a rapidly emerging sector in the UK, driven by an increase in average waiting times for GP appointments as well as surgery opening times being unsuitable for people's busier lifestyles. GPS addresses this issue by enabling customers to tailor healthcare needs around work and family commitments. The web-based platform operates daily from 7am to 8pm and allows GP consultations to be delivered via live video link, and prescriptions issued to a pharmacy of the registered user's choice.
Maven clients invested £5.4m in GEV Group, a fast growing and diversified business with a key focus on the renewable sector, which is highly regarded for its project delivery, quality of people and innovate products and processes. Maven clients' funding was to provide additional development capital to support GEV's expansion plans, as the business is well positioned to capitalise on the projected growth in wind power driven by global emissions and fossil fuel reduction targets. GEV, which employs 145 staff and has annual turnover in excess of £10m, comprises four main divisions operating globally across multiple markets: GEV Wind Power, Subsea Masters, Oxifree, and GEV Offshore.
Maven VCTs led a £4.5m investment in Nottinghamshire based Cursor Controls, a global market leader in the design and manufacture of trackball pointing solutions for a wide range of industrial applications, predominantly in the medical, military, marine and aerospace sectors. Cursor is particularly highly regarded for its ability to tailor components to meet detailed customer specifications. The funding from Maven was to help drive growth via both acquisition and by extending its design and manufacturing capability to become a key supplier for large multinational customers.
Maven VCTs led a £2.75m investment in the specialist IT security business Flow Communications, based in Apsley, near Hemel Hempstead, to help accelerate organic growth and build scale through a buy-and-build strategy. Flow provides flexible networking security solutions to customers throughout the UK and Europe, offering an end-to-end service, aimed at maximising the business value of IT, improving the flow of information and protecting key infrastructure. Operating in one of the fastest growing subsectors of the IT industry, its services range from audits of existing networks through to the design of an entire IT architecture with key systems to protect vital networks, infrastructure and data assets from intrusion and disruption.
Maven VCTs invested £0.5m, as part of a wider funding round of £2m, alongside other client funds, to support the growth of data management solutions provider Traceall Global, which specialises in the traceability and monitoring of equipment and assets predominantly within the global food and beverage sector. Traceall has developed a range of remote sensor monitoring systems and asset verification products which allow clients to manage complex global supply chains. A number of high-profile quality, authenticity and mislabelling issues have illustrated the importance to food and beverage brands and retailers of ensuring that they have transparent traceability solutions ingrained within their operations. Traceall's technology is already being utilised by a number of clients, including Coca Cola Enterprises, Jamie Oliver Group and BT Global Services.
Maven VCTs led the £4.5m management buy-in of CB Technology, a long established contract technically challenging projects, including testing for deployment in harsh environments, from its stateof-the-art facility in Livingston. The company operates in a wide range of industries, is well regarded for its high reliability products, and works with a range of blue-chip companies and sectors. The funding from Maven was to allow the company to supplement its senior team and establish a dedicated sales and marketing function to support future business development.
Maven clients invested £4.25m in Fathom Systems, a provider of niche solutions and products to the commercial diving and underwater engineering sectors. Headquartered in Portlethen near Aberdeen, Fathom develops an extensive range of high-quality engineered products for a global client base, offering diving control systems which are critical to subsea processes and, due to the high safety standards and reliability of its products, are widely used across the diving industry. The new investment was to help the business grow internationally and expand its product line into other high-end engineered systems.
electronics manufacturer that assembles and tests printed circuit boards with a focus on delivering
Maven client funds supported the secondary buyout of facilities management business Westway Services Holdings, with a £3.6m investment to help the business capitalise on projected growth and implement planned geographical expansion into other parts of the UK. London based Westway provides installation, commissioning, maintenance and project management to clients across a range of sectors, with a core focus on heating, ventilation and air-conditioning maintenance services. Maven first invested in Westway in 2009, and the business achieved year-on-year growth in revenue, and expanded its footprint throughout London and the South East, during the time of Maven's investment.
Maven client funds provided £2m of development and replacement capital to Endura, as part of an investor syndicate led by Penta Capital LLP. Endura is a fast growing designer and manufacturer of branded cycling apparel for the mountain, road, performance and leisure markets. Endura products are sold in over 30 countries, and the company has a high profile in the major biking magazines, as well as being the official clothing sponsor to Movistar, the No. 1 ranked race team on the UCI World Tour in 2013 and 2014. Management have a well-defined strategy for further internationalising the business and building the brand, and funding provided by Maven's clients was to support these activities.
Maven client funds completed a £7m investment in Crawford Scientific, a leading supplier of chromatography products and services to blue-chip clients and laboratories across the UK, Europe and the US. The investment was to support Crawford in pursuing its organic growth strategy and identifying potential acquisition targets. Crawford distributes consumables and spares to a wide range of industry sectors, including pharmaceutical, healthcare and oil & gas, and provides a variety of specialist support services covering chromatography, mass spectrometry and elemental analysis. With the use of chromatography techniques becoming more prevalent in a range of sectors, the global market is valued at \$7.4bn and is predicted to grow between 4% and 6% per annum.
Maven client funds led a multi-million pound investment in Yorkshire based shower tray manufacturer Just Trays, to back the management team in acquiring the business from Gresham Private Equity. JT is the UK's leading manufacturer of shower trays and related accessories, with product design, development and production undertaken at its main facility in Leeds. The business sells its range of products direct to trade partners in the construction and housing market and accounts for almost 30% of the UK market, with a reputation for product quality, innovative design and customer service. The investment from Maven was to help implement a growth strategy focussed on increasing sales through export markets, as well as developing new routes to market and expanding the current product range.
Maven invested £7.5m in RMEC, a mechanical and hydraulic engineering business. Forfar-based RMEC specialises in the manufacture, maintenance, repair, testing, recertification and rental of well services equipment for the oil and gas industry. The investment from Maven was to help RMEC fast-track its growth in the North Sea, expand its rental fleet, further develop workshop and storage facilities, and bolster the management team. The company also had an ambitious growth strategy focused on establishing itself as a market leader in the rental, sale and service of equipment for well services.
Just Trays Specialist Manufacturing June 2014
Maven led a £4.6m investment in IT support and services business ISN Solutions, which provides consultancy, project management and outsourced IT services to a niche client base operating in the upstream oil & gas exploration and production sector. ISN offers a range of IT services to its clients; from the day to day administration of outsourced systems, including remote monitoring and a service desk function, to higher level strategic adviser and project management roles which often involve the design and installation of the entire ICT infrastructure. The business has a reputation for its ability to provide services to remote and hazardous field locations, which require a specialist provider that understands the IT infrastructure needed in those challenging environments and is able to deliver reliable solutions.
Maven led the £7.25m buyout of SPS from 4imprint Group plc. SPS is a market-leading supplier in the promotional merchandise market, which has achieved excellent growth stemming largely from its focus on new product development, innovative product sourcing, investment in branding technology and a commitment to operational and service excellence. SPS is the UK's largest provider of promotional merchandise, supplying to over 2000 independent distributors in the UK and Europe. Employing more than 200 people, the business operates out of a modern 90,000 ft2 site with manufacturing, branding and storage facilities.
*The Company has invested in each of the investments shown above, alongside one or more of the other Maven VCTs. Further details of the Company's portfolio, including asset valuations, can be found in the Registration Document. The description of each of the investments shown above has been provided by the Manager (see paragraph 17.3 in Part V of this document).
Maven has a consistent long-term record of delivering successful private company exits. Maven's portfolio executives provided strategic and operational support in developing each investee business, in order to drive additional value and achieve profitable realisations for VCT shareholders. This approach has resulted in increased dividends and gains in NAV Total Returns for the Maven VCTs and, since January 2014, Maven has achieved 11 realisations* with investor returns of up to 7.1x on the original investments, including trade sales to German and US buyers, as well as three secondary market disposals to other private equity houses.
Acquired by German company Döllken Weimar GmbH, achieving an exit multiple of 5x cost for original investors.
Dantec is a manufacturer of composite hoses for the global petrochemical market. Maven invested in Dantec in September 2011, and has since supported the business in becoming one of the leading manufacturers of composite hoses for bespoke petrochemical, marine and industrial applications, including supplying refuelling hoses for Formula 1. Around 70% of Dantec's turnover is from overseas with products sold to over 50 countries worldwide. Composite hoses provide the vital flexible connection for a wide variety of fluid transfer systems, including those used with gas, petroleum and chemicals. Manufacturing quality and safety standards are vital for the integrity of composite hoses, with customers requiring flexibility, light weight and a wide range of chemical resistance. Dantec was the first composite hose manufacturer to achieve ISO 9000 status.
Acquired by Germany based Elaflex-Gummi Ehlers GmbH, achieving an exit multiple of 2.1x cost for original investors.
Westway is a technical building services provider, with a core focus on mechanical, electrical, air conditioning and refrigeration. Working closely with Maven executives, the company expanded its focus to include specialist technical engineering services that help optimise the energy and operational performance of a building, through a network of residential engineers and mobile technicians. Westway achieved year-on-year revenue growth, and increased turnover to over £50m, with a customer base which includes commercial offices, financial services, managing agents, healthcare and retail clients. Having funded the original investment in Westway in 2009, Maven led a secondary transaction in 2014, to allow the business to pursue planned geographical expansion into other parts of the UK and capitalise on projected growth in the facilities management sector.
Acquired by US based ABM, achieving an exit multiple of 6.5x cost for original investors.
Acquired by John Crane Group, a division of FTSE 100 listed Smiths Group plc, achieving an exit multiple of up to 1.7x** cost for investors.
Acquired, as part of a merger, by US Company APG Cash Drawer LLC, achieving an exit multiple of 7.1x for investors.
MSIS is an environmental services and equipment business, with a proven track record and expertise in specialist cleaning, asset maintenance and waste management, which has established itself as an independent and trusted adviser to the global oil and gas industry. Maven client funds originally invested in 2007, with follow-on funding later provided to facilitate growth, and the business more than doubled revenues and increased profitability three fold with Maven's support. MSIS also made substantial investment into equipment and facilities at its bases in Invergordon and Aberdeen, enabling it to focus more strategically on sector specialist work and leading to a record year in terms of profitability for the business in 2014.
Acquired by UK private equity house Primary Capital, achieving an exit multiple of 3.5x cost for original investors.
Six Degrees provides managed data solutions, leveraging its next generation network assets to deliver a fully integrated range of cloud, datacentre, connectivity and voice services. Maven clients invested in 2011, as part of a syndicate led by Penta Capital, in the £60m transaction which established the business to embark on a buy-and-build strategy centred on the convergence of mobile, fixed-line, broadband, internet and IT technology businesses. Throughout the period of Maven's investment, the business grew both organically and through acquisition to become a leading converged managed services provider to the UK mid-market, completing 13 acquisitions as well as growing annual revenues to £70m and annual earnings to almost £20m.
Acquired by funds affiliated with US based private equity firm Charlesbank Capital Partners, achieving an exit multiple of more than 2x for investors.
EFC Group is a control systems specialist providing monitoring systems and instrumentation to the energy services sector, where its bespoke designed and engineered solutions are used by clients across the globe. The funding provided by Maven VCTs in 2009 helped to transform EFC as the business moved to new headquarters, developed innovative new products and significantly improved both its systems and processes. Throughout the five year period of investment Maven worked closely with the management team to accelerate growth by targeting new international markets, extending the product offering and growing the customer base, which resulted in EFC's turnover more than doubling and employee numbers growing threefold to 150.
Acquired by a consortium of investors led by Arle Capital Partners and Front Row Energy Partners, achieving an exit multiple of 3.7x for investors.
Oldham-based Camwatch is one of the UK's leading CCTV monitoring companies, which specialises in providing high-tech CCTV systems which remotely monitor a variety of sites with movement activated cameras feeding images back to a control centre. These systems provide an effective alternative to manned security across a range of industries, including construction sites, waste recycling depots and secure storage facilities. During the time of Maven's involvement, Camwatch developed an innovative CCTV solution that supports the security of construction and remote sites. Additionally, its locking bar product is deployed in over 4,000 cash machines in the UK. The company also built a new remote monitoring centre in Oldham, creating over 40 new jobs in the area.
Acquired by UK based vacant property security specialists VPS Limited, with an exit multiple of up to 0.7x** for investors
Adler and Allan is a leading environmental services business, specialising in the handling, clean-up and disposal of oil based and other hazardous waste. The company is particularly noted for its skills in emergency spill response situations, having been heavily involved in the clean-up exercise following the 2005 Buncefield explosion. Maven clients co-invested alongside The Spirit Capital Partnership to support the growth of the business, before later backing a number of acquisitions including E&S Environmental, Cleanex and AJ Bayliss to help the group gain scale and grow shareholder value.
Acquired by UK private equity house LDC, achieving an exit multiple of 2.6x cost for investors
House of Dorchester is one of the UK's leading specialist chocolate and confectionery manufacturers, supplying retailers throughout the UK and abroad, as well as many established global names in the hotel, leisure and retail sectors. The business uses the highest quality ingredients, sourced from around the world, to make distinctive chocolates at a bespoke factory on the Prince of Wales' estate at Poundbury.
Acquired by Charbonnel et Walker, achieving an exit multiple of 1.7 x cost for investors.
* Not all of the Maven VCTs were invested in each of those companies. The Company did not have investments in House of Dorchester and Cash Bases. Not all portfolio exits are profitable and assets may be realised at a value materially below cost, or at nil. Further, not all investments are successful nor have all investments produced positive returns. The past performance of the Company, the other Maven VCTs or Maven, and the value of realisations, are not a guarantee of future performance. The description of each of the investments shown above has been provided by the Manager (see paragraph 17.3 in Part V of this document).
** The exit multiples vary between the Maven VCTs in these cases as they invested at different times.
small companies.
Institute of Chartered Accountants of Scotland.
The Company is an established venture capital trust, affording Qualifying Investors the opportunity to benefit from the tax reliefs available under the VCT scheme to deploy capital, primarily in a wide range of established UK SMEs. Funds raised under the Offer will be invested by the Company in accordance with its published investment policy.
The investment policy of the Company as at the date of this document is set out in Part II of the Registration Document. In summary, the objective of the Company is to achieve long term capital appreciation and generate maintainable levels of income for its Shareholders through investment primarily in a diversified portfolio of VCT qualifying shares and securities of smaller unquoted UK companies and AIM/ISDX companies, which meet the criteria for VCT Qualifying Investments and have strong growth potential.
The Board is responsible for overseeing and supervising the Manager in accordance with the terms of its investment management agreement between the Company and the Manager. The Board comprises four Directors, all of whom are non-executive, and the majority of whom are independent of the Manager and have a broad range of relevant skills and experience. Details of the Directors are as follows:
Chairman and Independent Non-executive Director
Independent Non-executive Director
Gregor Logan
Independent Non-executive Director
Gregor is a member of the investment advisory group to Nutmeg, an award winning on-line discretionary investment manager; honorary investment adviser to the Incorporated Society of Musicians and a trustee of the Fenton Arts Trust. He is a former non-executive director of Skiplex Ltd and Sidonis Limited. In his early career, Gregor trained with W&J Burness Solicitors before joining Fidelity Investments as a portfolio manager. He then joined the board of MGM Assurance as investment director, moving on to be chief investment officer at Pavilion Asset Management and then New Star Asset Management.
Brian graduated from Stanford University, California in 1983. From 1984 to 1988 he worked for Aitken Hume Plc as a small companies fund manager for Sentinel Funds Management Limited. Since 1989, he has been managing director of Berthon Boat Company Limited and he is a director of a number of other
Fraser is a managing director in AlixPartners' turnaround and restructuring practice, having joined its London office in 2015, as part of AlixPartners' acquisition of Zolfo Cooper Europe. He advises on a wide variety of restructuring solutions, acting for companies, lenders and shareholders, helping to resolve cashflow or solvency issues across a number of sectors, including shipping, retail, construction, engineering, automotive and leisure. Fraser is a Chartered Accountant, licensed insolvency practitioner and accredited mediator. Fraser has also held several committee and chairman roles with his professional body, The
Non-executive Director
Bill is Managing Partner of Maven Capital Partners UK LLP, and has more than 35 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 1990's, Bill was head of the private equity business at Clydesdale Bank plc, then a subsidiary of National Australia Bank, before joining 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 buyout from Aberdeen to form Maven. He is a director of Maven VCT 2, Maven VCT 3 and Maven VCT 4.
The Company's current arrangements with the Manager for the provision of investment management and administration services, including the annual management, administration services and performance fees, are as follows:
All of the above fees are exclusive of VAT which, under current legislation, does not apply.
The annual running costs of the Company are also capped at 4.1% of its net assets, adjusted annually and excluding any performance related fees and exceptional costs.
The fee arrangements described above are the ongoing fees paid by the Company to the Manager, and the impact of those costs is reflected in the NAV Total Return performance reported to Shareholders in the annual reports and accounts and the halfyearly reports.
Investor costs incurred on a one-off basis as a result of investing under the Offer are as described in the Offer Costs section on page 34, and reflect the Offer Administration Fee payable to the Manager and any initial adviser charges or 'execution-only' intermediary commissions which the Applicant indicates are to be paid from the monies received with their Application. Any annual trail commission payable, in respect of Applications under this Offer, to 'execution-only' intermediary commissions will be payable by the Company and will be reflected in the NAV Total Return performance reported to Shareholders in the annual and half-yearly reports.
In addition to the fees described above, Maven may receive arrangement fees in relation to investments made by the Company, 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 board of investee companies.
Maven and the Board look to reduce the cost and environmental impact of production and circulation of Shareholder documents where practical. As a result of an increasing number of Shareholders expressing an interest in accessing annual and half-yearly reports electronically, Maven and the Company have introduced a process for electronic communications and postal notification.
Shareholders can now be advised by post or email that annual and half-yearly reports are available for download on the Company's webpage, which has reduced the number of documents sent by post. Existing Shareholders currently receive a notification by letter or email that those documents have been published, unless they have specifically elected to receive hard copies, and those elections will continue to apply in respect of the New Shares issued by the Company.
If an Existing Shareholder currently receives postal notification, but would prefer to be advised by email, they can return the reply slip that accompanies their postal notification, or can inform the registrars Capita Asset Services through www.capitashareportal.com or by using the Capita contact details on page 5 of this document. Similarly, if they currently receive hard copy documents they can contact Capita to request email or postal notification. Please note that, when using the Capita share portal, a Shareholder will need to provide their investor code, which can be found on their share certificate.
New investors under this Offer will receive hard copies of documents until such time as they instruct the Company's registrars otherwise (in writing, or through the Capita share portal as described above) or consent to a subsequent request by the Company.
The Board has an objective of, at all times, retaining sufficient liquid assets for making investments and for paying dividends, but acknowledges the need to maintain an orderly market in the Company's Shares. The Board reviews the levels of discount to NAV at which the Company's shares trade, and the policy on share buybacks, on a regular basis. Its primary duty, in determining whether to buy back shares in the Company, is to act in the interest of Shareholders as a whole. The Company has authority to buy back shares at a discount to NAV in the market.
Since November 2015 the Board has implemented a share buy-back programme in order to achieve an improvement in the discount to NAV at which the Company's Shares trade, and has conducted a number of buy-back transactions. The Board's objective is that this fundraising should provide additional investable funds to maintain consistent levels of revenue and liquidity, and give the Company the continued capacity to buy back its shares in the market for cancellation, when appropriate. It is the Board's current intention to buy back shares at prices representing a discount of between 10% and 20% to the prevailing NAV per Share, subject to market conditions, maintenance of the Company's VCT status, and the Company having sufficient cash and distributable reserves. As a result of introducing a similar approach, the discounts to net asset value per share for the other Maven VCTs, each of which has regularly conducted share buybacks, have narrowed significantly.
Maven has a team of over 45 experienced professionals working on behalf of the Maven VCTs and their shareholders, including 20 investment and portfolio executives responsible for sourcing, executing and managing a wide range of high quality private company investments from a network of regional offices. That team is supported by a Glasgow based back-office operation providing fund administration services to VCT clients and their shareholders.
| Bill Nixon Managing Partner |
Bill is Managing Partner of Maven Capital Partners UK LLP and has more than 35 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 1990's, Bill was head of the private equity business |
|---|---|
| at Clydesdale Bank plc, then a subsidiary of National Australia Bank, before joining 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 buyout from Aberdeen to form Maven. He is a director of Maven VCT 2, Maven VCT 3, Maven VCT 4 and the Company. |
|
| Andrew Craig Partner |
Andrew is responsible for new investments in Central Scotland and is also fund manager for the Scottish Loan Fund. He joined the team in 2004, having previously been with Bank of Scotland Corporate Banking in Edinburgh, where he worked primarily on UK mid-market buyouts, and before that spent ten years in business and corporate banking at Clydesdale Bank plc. Andrew is a Member of the Chartered Institute of Bankers in Scotland, and of the Institute of Directors. |
| Andrew Ferguson Partner |
Andrew is responsible for new investments in the Midlands and Southern England. He joined the team in 2003, having previously had co-responsibility for the European operations of Freedom International Inc., a Canadian investment company. Prior to that, Andrew worked for CIBC in its investment bank, structuring debt and derivative packages to fund its European investment portfolio. Andrew has an MBA, which focused on corporate recovery strategies. |
| Jock Gardiner Partner |
Jock joined Aberdeen in 1996 from KPMG, where he was a manager in the audit and corporate finance departments, and has been responsible for leading and managing private equity and mezzanine investments in the energy services sector. He has led or been involved in over 25 transactions in the energy services sector, and has established a strong track record for exits. He is a graduate of Aberdeen University and is a Chartered Accountant. |
| Bill Kennedy Partner |
Bill is Head of Finance at Maven and has responsibility for the fund administration, accounting and company secretariat functions. He joined the team in 2004 from State Street Bank & Trust Company where, as head of collective fund services, he provided outsourced fund administration, tax and accounting services to a range of clients and funds. Prior to that, he was responsible for fund administration and accounting at Murray Johnstone. Bill has a BA in Accountancy, and is a Chartered Accountant. |
| Stella Panu Partner |
Stella is responsible for new unlisted investments in Central London and the South East, as well as new AIM investments and managing the Maven VCTs' AIM portfolio. She joined the team in 2005 from Seymour Pierce, where she managed a VCT and advised companies listing on AIM. She has also worked for PricewaterhouseCoopers, the World Bank and the Raifessen Investment Fund. Stella has a degree in Economics and an MA in Applied Economics. |
| Ryan Bevington Investment Director |
Ryan is responsible for new investments in the North of England. He joined the team in 2007 from PricewaterhouseCoopers in Manchester, where he spent over eight years in the corporate finance private equity team working as an assistant director on a wide range of transactions. Ryan is a Chartered Accountant and graduated from Leeds University with an LLB (Hons) Law degree. |
|---|---|
| Julie Glenny Investment Director |
Julie is responsible for transacting new mezzanine and private equity investments across Scotland. She joined Maven in 2011 following a career with Bank of Scotland where she held a number of roles in the corporate arena, including that of director of corporate banking which involved working with a diverse portfolio of SME connections and on a variety of transactions. Julie is a Member of the Chartered Institute of Bankers in Scotland and has an MBA from Strathclyde University. |
| Melanie Goward Investment Director |
Melanie is responsible for transacting new early-stage and technology private equity investments across the South of England and in Wales. She joined Maven in 2016 from Finance Wales, where she was fund manager for the Wales Technology Seed Fund and was part of the Technology Ventures team providing funding to businesses to help them commercialise and bring to market innovative products and services across a range of sectors. Prior to this she focused on early-stage investments in healthcare with Nesta Investments, and with Lloyds TSB Corporate. Melanie has over 15 years' experience as a specialist in the technology, life science and biotechnology sectors. Melanie has a BA (Hons) in Natural Sciences, and a PhD in Genetics from Cambridge University, which included research as part of the international Human Genome Project. |
| Ewan MacKinnon Investment Director |
Ewan is responsible for new and existing investments in the North and East of Scotland, as well as energy sector investments throughout the UK. He joined Maven in 2009 having previously worked for Johnston Carmichael in Aberdeen as a manager on the corporate finance team, involved in a wide range of transactions. Previously Ewan was managing director of Photo Factory, Scotland's largest independent photographic retailer, before leading its disposal to Jessops plc. Ewan graduated with a BA (Hons) in Business Studies from Robert Gordon University, and is a Chartered Certified Accountant. |
| David Milroy Investment Director |
David is responsible for new and existing portfolio investments in Scotland, as well as UK investments in the technology, pharmaceuticals and life science sectors. He started his career as a scientist with GlaxosmithKline and more recently worked for international consultancy firm Wood Mackenzie, where he advised clients on their corporate and licensing strategies. David has a first class Honours degree in Pharmacy, a PhD (Molecular Biology/Gene delivery) from the University of Bath and an MBA with distinction from Edinburgh University. |
| Andy Thomas Investment Director |
Andy is responsible for transacting new mezzanine and private equity investments across the North of England. He joined Maven in 2013 having previously worked for RBS Corporate Banking for nine years. His most recent role was leading the corporate transactions team in the Midlands and Northern England, providing management buyout, acquisition, and development capital funding. Andy holds Honours Degrees in Economics, from the University of Sheffield, and in Financial Services from the University of Manchester. In 2012 he won Insider North West Overall Young Professional of the Year Award, as well as the Young Banker and Financier Category. |
| Dale Bellis | Dale is responsible for private equity and AIM transactions in London and the South East of England, as well |
Investment Manager
Dale is responsible for private equity and AIM transactions in London and the South East of England, as well as managing the AIM portfolio for Maven VCTs. He joined Maven in 2011, having previously spent three years working as a director of an aviation company. Dale graduated from the University of Leicester, with a BA (Hons) in Business Management. He is also a Member of the Securities and Investment Institute.
Investment Manager
Tom is responsible for sourcing and executing private equity investment opportunities in the South of England. Tom joined the team in 2015 from Grant Thornton where he was an associate director in the M&A team in London, advising on a wide range of private and public company transactions for both private equity and corporate clients. Tom started his career in business restructuring before moving into transaction services. Tom graduated from the University of Durham with a BA (Hons) in Business, and is a Chartered Accountant.
Investment Manager
Alan is responsible for supporting new private equity transactions in Scotland. Alan joined Maven in 2012 from Quayle Munro, where he helped establish a debt advisory and corporate finance business in Scotland. Prior to this Alan spent seven years with RBS, predominantly working in the structured finance team on mid-market private equity transactions. He latterly had responsibility for a portfolio of large corporate and leveraged clients. Alan holds an Honours degree in Accountancy from the University of Glasgow, and is also a Chartered Accountant.
Investment Manager
Alex is responsible for transacting new private equity and mezzanine investments in North West England. He joined Maven in March 2015 from the Royal Bank of Scotland where he worked in corporate banking for eight years, initially transacting leveraged and financial sponsor backed deals in the Structured Finance team. Alex subsequently worked in a number of portfolio management roles within RBS, managing the bank's risk for mid and large corporate connections. Alex graduated with a BA (Hons) in International Politics from University of Leeds.
Consultant, Head of Portfolio Mike is a senior consultant leading Maven's portfolio management process and is responsible for generating and protecting shareholder value, exit planning and monitoring performance. He joined the team in 2001 and previously worked for Arthur Andersen, before spending five years in industry in CFO roles in the heavy engineering and textile related sectors. Mike is a Chartered Accountant and holds a practising certificate as an accredited member of the Institute for Turnaround.
Investment Director
Andrew is responsible for supporting portfolio companies across the UK and monitoring performance. He joined the team in 2007 having previously held a number of finance director and interim management roles in various industry sectors. Andrew was previously at PricewaterhouseCoopers working in audit and transaction services. Andrew is a Chartered Accountant and graduated from Surrey University with a Joint Honours degree in Mathematics and Economics.
Martin is a portfolio manager in Maven's Northern investment team, supporting portfolio companies on behalf of Maven's client funds, with responsibility for generating and protecting shareholder value, and exit planning. He joined Maven in 2013 from Lloyds Banking Group, where he worked in the equity risk management division, providing risk oversight on the bank's equity portfolio, and then in the corporate real estate business support unit. Martin previously spent five years with Henderson Loggie CA, where he qualified as a Chartered Accountant and worked in corporate finance. Martin graduated from Heriot Watt University with an MA (Hons) in Economics and Business.
Maximum amount to be raised: Assuming full subscription, £6 million (£8 million if the over-allotment facility is fully utilised).
There is no minimum subscription level on which the Offer is conditional and the Offer is not underwritten.
New Shares will rank pari passu with the existing Shares in issue in respect of dividends declared from the date of issue of the relevant New Shares.
The allotment of New Shares under the Offer is conditional upon the passing by Shareholders of resolutions 1 and 4 to be proposed at the Company's General Meeting on 1 February 2017 (see paragraphs 7.2(i) and (iv) on page 37 of this document). The full Terms and Conditions of Application for the Offer can be found at the end of this document.
The net proceeds of the Offer will be pooled with the existing cash resources of the Company and utilised as follows:
The Offer opens on 9 December 2016 and will close (unless fully subscribed at an earlier date or otherwise at the discretion of the Board) on 28 June 2017 (unless extended by the Board to no later than 28 November 2017).
Subject to the Offer not being closed earlier, Applications (and the relevant application monies) must be received by:
Minimum Application Level – Individual Applications must be for a minimum of £5,000 in aggregate across both tax years (and thereafter in multiples of £100).
If the Offer has closed at the time an Application Form is processed, the total amount will be returned.
Please complete the Application Form that is included in this Securities Note, after reading the Application Procedure on pages 52 to 54.
If you would like further information about the Offer or the application process, please contact Maven on 0141 306 7400 and [email protected], or visit www.mavencp.com/vctoffer to download the Securities Note and an Application Form. Please note that no investment, tax, financial or legal advice can be provided by Maven.
Applications will, as far as practically possible, be accepted on a first-come, first-served basis, subject always to the discretion of the Board. Applicants are encouraged to submit their Application Form and application monies early in order to be confident that their Application will be successful. Any Application submitted without a corresponding payment, or accompanied by a post-dated cheque, will not be accepted.
The Terms and Conditions of Application for the New Shares under the Offer are set out on pages 48 to 51 of this Securities Note. By signing the Application Form, an Applicant will be declaring that they have read the Terms and Conditions of Application and agree to be bound by them.
As detailed on page 5, the Receiving Agent, Capita Asset Services, will issue to the Applicant (and to any applicable financial adviser or 'execution-only' intermediary) an email acknowledging receipt of the Application, normally within two Business Days. Emails will be sent to the email address provided on the Application Form. Where an email address is not provided, an acknowledgment letter will be issued by post to the address on the Application Form, normally within four Business Days. Such acknowledgment does not indicate acceptance under the Offer, which will be subject to additional processing by the Receiving Agent and is dependent on the Application being valid in all respects and cleared funds having been received, in accordance with the Application Procedure and Terms and Conditions of Application as set out on pages 48 to 51 of this document.
For any enquiries in connection with the receipt or status of Applications already submitted, Applicants or their financial intermediaries can contact Capita Asset Services at [email protected]. Capita also operates a non-premium rate helpline on behalf of the Maven VCTs, on 0333 300 1566 (Lines are open between 09.00 and 17.30, Monday to Friday, excluding public holidays in England and Wales, and calls are charged at the standard geographic rate though will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate).
As detailed in the Expected Timetable set out on page 5, there will be a series of allotments under the Offer for the 2016/17 and 2017/18 tax years. Cleared funds in respect of an Application will be retained by Capita Asset Services until the next relevant allotment date after the Application has been processed, where the allotment dates will be determined in accordance with the Expected Timetable and at the discretion of the Directors.
A combined tax and share certificate will be issued to Shareholders (and CREST accounts credited by Capita Asset Services) within ten Business Days of each allotment, so Shareholders should expect to receive those certificates within 14 Business days following an allotment. Where an Application has been made through a financial adviser or execution-only intermediary, an allotment notification will be issued to the adviser or intermediary within ten business days of the allotment. That notification will usually be by email, to the address supplied by the intermediary on the Application Form, or by letter in the absence of a valid email address.
Applications (together with their application monies) from Existing Shareholders and New Investors which are received and accepted by the deadline of 12.00 noon on 28 February 2017 will be eligible to receive an Early Investment Incentive. This will be applied in accordance with the Allotment Formula below and will increase the number of New Shares to be allotted under the Offer. The
Company reserves the right (in consultation with Maven) to extend the deadline by which Applications must be received and accepted to be eligible for the Early Investment Incentive. The amount of Early Investment Incentive applicable will be:
Existing Shareholders (which includes, for the purposes of the Early Investment Incentive, shareholders in the other Maven VCTs) will receive an enhanced rate of discount in recognition of their continued support for the Maven VCTs. An Existing Shareholder will be eligible to receive a discount of an amount equal to 1.5% of the Application Amount in respect of their Application.
An investor who is not an Existing Shareholder at the time his or her Application is processed, will be eligible to receive a discount of an amount equal to 1.25% of the Application Amount in respect of their Application.
The number of New Shares to be allotted to a successful Applicant under the Offer will be determined by the following Allotment Formula:
Number of New Shares$$
1
$$ =
A - B - C NAV
| Where: | |
|---|---|
| A | is the Application Amount (this being the total amount remitted to the Company with the investor's Application, including any amount requested to be facilitated as an initial adviser charge, as accepted under the Offer); |
| B | is 3% of the Application Amount (i.e. 3% of A, this being the Offer Administration Fee), less any amount equal to the relevant Early Investment Incentive discount or any amount as may otherwise be waived by Maven at its discretion; |
| C | is either: i. in respect of advised investors, the amount of any initial adviser charge agreed to be facilitated (up to a maximum of 3% of the Application Amount (i.e. 3% of A)); or ii. in respect of 'execution-only' investors, the amount of any initial commission agreed to be paid by the Company to the 'execution-only' intermediary in relation to that Applicant (up to maximum of 3% of the Application Amount (i.e. 3% of A)) less any amount of that initial commission the 'execution-only' intermediary has agreed to waive in relation to their client's application; and |
| NAV | is the most recently published NAV per Share2 as at the date of allotment, adjusted for dividends subsequently declared and for which the record date has passed. |
1 The number of New Shares to be allotted by the Company will be rounded down to the nearest whole number and fractions of New Shares will not be allotted.
2 The Allotment Formula, which is based on the latest published NAV and takes account of the costs of the Offer, avoids any material dilution in the NAV of the existing Shares. Potential investors should note that the NAV per Share may rise or fall during the Offer period.
Therefore, the Allotment Formula determines, for each investor, a number of New Shares to be allotted. That number of New Shares will reflect any Early Investment Incentive that will apply, and any commission or adviser fees that are payable, and is determined by:
(ii)the amount of any initial adviser charge or 'execution-only' intermediary commission detailed on the Application Form.
The examples in the table on page 35 illustrate how the Allotment Formula is applied, in general terms, for advised, 'executiononly' and direct investors, where an investment qualifies for an Early Investment Incentive. They also illustrate the impact of initial adviser charges, 'execution-only' intermediary commissions and the different rates of Early Investment Incentive available to Existing Shareholders and New Investors. Initial 'executiononly' intermediary commission will be paid by the Company from the monies subscribed by the investor (after investment), and will be taken into account in the operation of the Allotment Formula (thereby reducing the number of New Shares an investor will receive).
The Offer Price applying in respect of an investor, therefore, varies according to whether or not the Application is eligible for the Early Investment Incentive and whether any commission or adviser fee is to be payable from the monies provided with the Application.
The Offer Price would, therefore, be the Investment Amount (this being the amount of the investor's Application accepted to be used to subscribe for New Shares (i.e. the Application Amount, less any amount of any initial adviser charge agreed to be facilitated in respect of an advised investor)) divided by the number of New Shares to be issued. Initial 'execution-only' intermediary commission is, however, not deducted from the Application Amount (as this is paid by the Company, after investment, from the monies subscribed by the investor.
The Company will announce the number of New Shares issued and the range of Offer Prices by way of a regulatory information service announcement following each allotment.
Qualifying Investors will be able to benefit from the tax reliefs applicable in relation to subscriptions for VCT shares in respect of the Investment Amount (i.e. the Application Amount, less any amount of any initial adviser charge agreed to be facilitated in respect of an advised investor). This includes up to 30% income tax relief on the Investment Amount (the tax relief available to Qualifying Investors is further described in Part VI: Taxation Considerations in this document), which would not be available if Shares were purchased in the secondary market.
Maven will be paid, by the Company, an Offer Administration Fee equal to 3% of the Application Amounts in respect of Applications accepted under the Offer. In consideration, Maven has agreed to meet the Offer costs payable by the Company, with the exception of any 'execution-only' intermediary commissions (both initial and trail) that are payable by the Company. Any amount of initial adviser charge agreed to be facilitated is paid by the investor from the monies received with the investor's application and is not paid by the Company.
Maven has agreed to reduce its Offer Administration Fee (this being encapsulated within B in the Allotment Formula) in respect of applications accepted under the Offer by an amount equal to any Early Investment Incentive discount applicable in relation to an Application. Maven may further agree to waive any part of its fee in respect of any specific investors or group of investors for the benefit of such investors.
The benefit of any Early Investment Incentive discount or any waiver will be applied as a reduction to B in the Allotment Formula, which will reduce the costs applied for those investors by an equivalent amount, thereby increasing the number of New Shares to be allotted to such investors.
The maximum Offer costs payable by the Company (assuming that the Offer is fully subscribed with the over-allotment facility fully utilised), and the maximum net proceeds will be £480,000 and £7,520,000 respectively (assuming that all investors use an 'execution-only' intermediary and the maximum amount of initial commission of 3% is payable, ignoring any Early Investment Incentive discounts and excluding any annual trail commission, if relevant, payable by the Company).
An investor who receives advice from his or her financial adviser can instruct that an initial adviser charge (in whole or in part) be facilitated by the Company's Receiving Agent (subject to a maximum facilitation amount equal to 3% of the Application Amount).
If facilitated, this agreed amount will be deducted from the monies received from the investor and the net amount will be invested. The Allotment Formula takes the facilitated adviser charge into account (this being encapsulated within C(i) in the Allotment Formula) in determining the number of New Shares to be allotted. Any additional initial adviser charges in excess of the amount agreed to be facilitated, as well as any annual adviser charges, will need to be met by the advised investor separately.
It should be noted that the maximum amount of initial charges which may be facilitated as outlined above should not be considered as a recommendation as to the appropriate levels of an initial adviser charge. This is for the investor and the financial adviser to agree depending on the advice and service being provided.
Intermediaries providing 'execution-only' services will be offered an initial commission in respect of any Application accepted from a client for whom the 'execution-only' intermediary acts, payable by the Company of an amount equal to 3% of the Application Amount. Intermediaries may waive all or part of the initial commission offered for the benefit of their client (such amount of initial commission waived will be taken into account, this being encapsulated within C(ii) in the Allotment Formula, in determining the number of New Shares to be allotted under the Allotment Formula i.e. more New Shares will be allotted than would be the case where commission is not waived and is paid to the 'executiononly' intermediary).
In addition, provided that the 'execution-only' intermediary's client continues to hold the New Shares, such intermediary will normally be paid by the Company an annual trail commission of 0.5% of the Application Amount for up to four years. These amounts are expected to be payable as at 31 December 2018, 2019, 2010 and 2021. Commissions will only be paid if, and to the extent that, they are permitted under legislation and regulations.
Should an 'execution-only' investor subsequently decide to seek advice from their financial intermediary in respect of their holding in the Company, any annual trail commission in respect of an investment under the Offer will cease and either the Company or Maven must be notified accordingly.
Annual trail commission payments will be made to an intermediary where that intermediary has confirmed that any Shareholder in respect of whom it expects to receive a payment: (i) remains a client of the intermediary; (ii) has not at any time sought advice from the intermediary in respect of their holding in the Company; and (iii) has not, to the best of the intermediary's knowledge, disposed of their holding in the Company. An intermediary should contact Maven by 30 November in each relevant year to provide such confirmation.
Should an Existing Shareholder decide to seek advice from the intermediary in respect of the holding arising through participation in the Offer (or any existing holding in the Company), or dispose of all or part of such holding, or cease to be a client of the intermediary, any annual trail commission in respect of an investment under the Offer should cease and either the Company or Maven should be notified accordingly.
Set out in the table below are examples (assuming the Application is for £10,000) of how the Allotment Formula works for:
In each case it is assumed that the investor is eligible for the Early Investment Incentive* (illustrated for both the Existing Shareholder 1.5% level of incentive and New Investor 1.25% level of incentive). The examples use an illustrative NAV per share of £1 in all cases. A, B and C in the table correspond to the elements of the Allotment Formula set out on page 33.
| Example only – using an illustrative NAV per share of £1 |
(A) Application Amount |
(B) Offer Costs = 3% less 1.5% or 1.25% Early Investment Incentive discount* |
(C) Initial adviser charge OR 'execution-only' intermediary initial commission |
Number of New Shares = (A-B-C) / NAV |
|
|---|---|---|---|---|---|
| Adviser Charge |
Commission Amount |
||||
| (£) | (£) | (£) | (£) | ||
| Advised investor (as an Existing Shareholder) |
10,000 | 150 | 300 | N/A | 9,550 |
| Advised investor (as a New Investor) |
10,000 | 175 | 300 | N/A | 9,525 |
| 'Execution-only' investor (as an Existing Shareholder) and initial commission payable |
10,000 | 150 | N/A | 300 | 9,550 |
| 'Execution-only' investor (as a New Investor) and initial commission payable |
10,000 | 175 | N/A | 300 | 9,525 |
| 'Execution-only' investor (as an Existing Shareholder) and initial commission waived |
10,000 | 150 | N/A | 0 | 9,850 |
| 'Execution-only' investor (as a New Investor) and initial commission waived |
10,000 | 175 | N/A | 0 | 9,825 |
| Direct investor (as an Existing Shareholder) |
10,000 | 150 | N/A | N/A | 9,850 |
| Direct investor (as a New Investor) |
10,000 | 175 | N/A | N/A | 9,825 |
* where an Application is not eligible for the Early Investment Incentive, the Offer Costs (B) shown in the table would be £300 for the example £10,000 Application.
The Company was incorporated and registered in England and Wales on 2 November 1999 with limited liability as a public limited company with registered number 03870187 under the name Hallco 355 plc. After a number of name changes it changed its name to Maven Income and Growth VCT 6 PLC on 3 September 2013. The principal legislation under which the Company operates and under which the New Shares will be created is the 2006 Act and regulations made thereunder. The existing Shares are admitted to the premium segment of the Official List and are traded on the London Stock Exchange's main market for listed securities.
The Company is of the opinion that its working capital is sufficient for its present requirements, that is for at least the twelve month period from the date of this document.
The Articles of the Company state that a resolution will be proposed at the annual general meeting of the Company held after the fifth anniversary of the last allotment of shares (from time to time) in the Company.
4.1 The following table shows the capitalisation of the Company as at 30 September 2016.
| 30 September 2016 (from the unaudited interim report of the Company for the period ended 30 September 2016) (£'000) |
|
|---|---|
| Capital and reserves (£'000) | |
| Called up share capital | 2,801 |
| Share premium account | - |
| Capital reserve – realised | (1,300) |
| Capital reserve – unrealised | 511 |
| Distributable reserve | 15,489 |
| Capital redemption reserve | 40 |
| Revenue reserve | (993) |
| Totals | 16,548 |
5.1 The issued share capital of the Company as at the date of this document is 28,007,239 Shares. If the Offer is fully subscribed (with 13,335,589 New Shares being issued on the assumption that the NAV per Share is 59.09p, the over-allotment facility fully utilised, all investors are eligible for the maximum amount of Early Investment Incentive and that all investors use an 'executiononly' intermediary with the maximum initial commission of 3% being waived and no trail commission being payable), the existing Shares will represent approximately 67.7% of the enlarged issued share capital of the Company and, on that basis, Shareholders will, therefore, be diluted by approximately 32.3%.
6.1 Definitive share certificates, together with certificates to claim income tax relief, are expected to be dispatched by post within ten Business Days of the allotment of the New Shares. Temporary documents of title will not be used in connection with the Offer. New Shares are capable of being transferred by means of the CREST system. Shareholders who wish to take advantage of the ability to trade in New Shares in uncertificated form, and who have access to a CREST account, may arrange with their CREST sponsor to convert their holdings into dematerialised form. You should provide your CREST details if you would like any New Shares which are allotted to you to be credited directly to your CREST account. The Company's existing Shares are listed on the premium segment of the Official List and are admitted to trading on the main market for listed securities of the London Stock Exchange.
6.2 Application will be made to the UK Listing Authority and the London Stock Exchange for the New Shares to be issued pursuant to the Offer to be admitted to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange. The New Shares will be in registered form and will be freely transferable. The new shares are to be ordinary shares of 10p each, and are to be all denominated in sterling. The ISIN number of the New Shares to be issued by the Company is GB00B1BV3Z44.
and shall expire at the conclusion of the next annual general meeting of the Company or on the expiry of 15 months from the passing of the resolution, whichever is the first to occur, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred had not expired.
The New Shares will rank pari passu with the existing Shares issued by the Company and shall have the following rights.
8.1 Voting rights
Subject to any disenfranchisement as provided in the Articles and subject to any special terms as to voting on which any Shares may be issued, on a show of hands every holder of Shares present in person or by proxy (or, being a corporation present by a duly authorised representative) shall have one vote and, on a poll, every such holder present in person or by proxy shall have one vote for every share of which they are the holder.
8.2 Dividends and Other Distributions
Subject to the provisions of the Articles, holders of the New Shares shall be entitled to receive all dividends and other distributions made, paid or declared by the Company pari passu with each other and with the existing Shares;
8.3 Rights as to Capital
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;
8.4 Alteration of Share Capital
8.4.1 The Company may from time to time by ordinary resolution:
Holders of the New Shares are entitled to the statutory pre-emption rights on any issue of New Shares or the sale of any existing shares from treasury for cash, save to the extent that such rights have been disapplied by a special resolution of Shareholders in accordance with the CA 2006.
8.6 Disclosure of Interest in Shares
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 the 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.
8.7 Transfer of Shares
Except as described in paragraph 8.6 above, the new shares are freely transferable by instrument of transfer in writing in any usual form or in any form approved by the Board and are capable of being transferred by means of the CREST system.
The City Code on Takeovers and Mergers (the City Code) applies to the Company. Under Rule 9 of the City Code, if:
to which such offer relates it may then compulsorily acquire the outstanding Shares not assented to the Offer. It would do so by sending a notice to holders of outstanding Shares telling them that it will compulsorily acquire their Shares and then, six weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for the holders of outstanding Shares. The consideration offered to the holders whose Shares are compulsorily acquired under the CA 2006 must, in general, be the same as the consideration that was available under the takeover offer. In addition, pursuant to Section 983 of the CA 2006, if the Offeror acquires or agrees to acquire not less than 90% of the Shares (in value and by voting rights) to which the Offer relates, any holder of shares to which the Offer relates who has not accepted the Offer may require the Offeror to acquire his Shares on the same terms as the takeover offer. The Offeror would be required to give any holder of Shares notice of his right to be bought out within one month of that right arising. Sell-out rights cannot be exercised after the end of the period of three months from the last date on which the Offer can be accepted or, if later, three months from the date on which the notice is served on the holder of Shares notifying them of their sell-out rights. If a holder of Shares exercises his/her rights, the Offeror is bound to acquire.
11.1 As at the date of this document the interests of the Directors and their immediate families (all of which are beneficial) in the share capital of the Company which (i) are or will be notified to the Company in accordance with rule 3 of the Disclosure and Transparency Rules ("DTR 3") by each Director; or (ii) are interests of a connected person (within the meaning in DTR 3) of a Director which are or will be required to be disclosed under DTR 3 and the existence of which is known to or could with reasonable diligence be ascertained by that Director; are or are expected to be as follows:
| As at 8 December 2016 (being the latest practical date prior to the publication of this document) |
After the Offer has closed* | |||
|---|---|---|---|---|
| Director | Number of Ordinary Shares |
Percentage of issued share capital |
Number of Ordinary Shares |
Percentage of issued share capital |
| Brian May | 287,061 | 1.02% | 287,061 | 0.69% |
| Fraser Gray | 912 | 0.003% | 25,916 | 0.06% |
| Gregor Logan | 45,450 | 0.16% | 45,450 | 0.11% |
| Bill Nixon | 513,737** | 1.83% | 638,758** | 1.55% |
* on the basis that a maximum of 13,335,589 New Shares will be issued under the Offer and on the assumption that the NAV per Share is 59.09p, the Offer is fully subscribed with the over-allotment facility fully utilised, all investors are eligible for the maximum amount of the Early Investment Incentive and that all investors use an 'execution-only' intermediary (with the maximum initial commission of 3% being waived and no trail commission being payable).
** At the date stated above, the Manager, which is regarded as a connected person of Bill Nixon, held 368,184 Shares in the Company, being 1.31% of the issued share capital of the Company.
11.2 As at 8 December 2016 (being the latest practical date prior to the publication of this document) and after the Offer has closed, the Company is aware of the following persons who hold or will hold, directly or indirectly, voting rights representing 3% or more of the issued share capital of the Company to which voting rights are attached (assuming that the Offer is fully subscribed):
| As at 8 December 2016 (being the latest practical date prior to the publication of this document) |
After the Offer has closed* | |||
|---|---|---|---|---|
| Name | Number of Ordinary Shares |
Percentage of voting rights |
Number of Ordinary Shares* |
Percentage of voting rights of the Ordinary Shares* |
| Hargreaves Lansdown (Nominees) Limited HLNOM Acct |
1,331,680 | 4.75% | 1,331,680 | 3.22% |
*on the basis that a maximum of 13,335,589 New Shares will be issued under the Offer and on the basis of the assumptions referred to in the notes to the table in paragraph 11.1 above.
Information in this document sourced from third parties has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by the relevant third parties, no facts have been omitted which would render such information inaccurate or misleading.
The results of the Offer will be announced through a regulatory information service within three Business Days of the closing date of the Offer.
No person receiving a copy of this document in any territory other than the UK may treat the same as constituting the Offer or invitation to him to subscribe for or purchase New Shares unless, in such territory, such offer or invitation could lawfully be made. It is the responsibility of any person outside the UK wishing to make an application to satisfy themself as to the full observance of the laws of the relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory. No action has been taken to permit the distribution of this document in any jurisdiction outside the UK where such action is required to be taken. All Applicants under the Offer will be required to warrant that they are not a US person as defined under the United States Securities Act 1933, nor a resident of Canada. The attention of persons receiving a copy of this document in a territory other than the UK is drawn to Section 6 of the Application Form.
No income from the Shares is withheld at source.
Copies of the Prospectus can be obtained, free of charge, whilst the Offer remains open, from the Company's registered office or from Maven Capital Partners UK LLP, Kintyre House, 205 West George St, Glasgow, G2 2LW (telephone 0141 306 7400, email [email protected]), or can be downloaded at www.mavencp.com/migvct6. In addition, a copy of the Prospectus has been submitted to the National Storage Mechanism and is available to the public for viewing online at the following website address: www.morningstar.co.uk/uk/nsm.
Copies of the following documents will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company at Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF or from Maven Capital Partners UK LLP, Kintyre House, 205 West George St, Glasgow, G2 2LW whilst the Offer remains open:
The following is only a summary of the current law concerning the tax position of individual Qualifying Investors in VCTs. Potential investors are recommended to consult a duly authorised independent financial adviser as to the taxation consequences of an investment in a VCT. The tax rules or their interpretation in relation to an investment in the Company and/or rates of tax may change during the life of the Company 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 Offer 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 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.
(i) Relief from Income Tax on Investment
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 tax payer, 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.
(ii) Relief from Tax on Dividends
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.
(iii) Purchases in the Market
A Qualifying Investor who purchases existing shares in the market will be entitled to claim dividend relief (as described in paragraph 1(a)(ii) above) but not relief from income tax on investment (as described in paragraph 1(a)(i) above).
(iv) Withdrawal of Relief
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.
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.
(ii) Purchases in the Market
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(b)(i) above).
(c) Acquisition and Disposals of Shares in the same VCT
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 at any time merges with the 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.
(d) Loss of VCT Approval
For the Company 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 £10,000 in a VCT by a Qualifying Investor subscribing for VCT shares to only £7,000:
| Amount invested | Effective cost | Tax relief | |
|---|---|---|---|
| Investors unable to claim income tax relief | £10,000 | £10,000 | Nil |
| Qualifying Investor able to claim full 30% income tax relief | £10,000 | £7,000 | £3,000 |
Income tax relief is only available if the shares are held for the minimum holding period of five years. The limit for obtaining income tax relief on investments in VCTs is £200,000 in each tax year.
The Company will provide to each Qualifying Investor a certificate which the Qualifying Investor may use to claim income tax relief, either by obtaining from HMRC an adjustment to his tax coding under the PAYE system or by waiting until the end of the tax year and using his tax return to claim relief.
The Company each has to satisfy a number of tests to qualify as a VCT. A summary of these tests is set out below.
To qualify as a VCT, the 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. For investments made before 6 April 2011, 'eligible shares' means ordinary shares which do not carry any rights to be redeemed or a preferential right to dividends or to assets on a winding-up.
A Qualifying Investment consists of shares or securities first issued to the VCT (and held by it ever since) by the company satisfying the conditions set out in chapter 4 of part 6 of the Tax Act 2007.
The conditions are detailed, but include: that the company must be a Qualifying Company and has gross assets not exceeding £15 million immediately before and £16 million immediately after the investment: have fewer than 250 full-time employees: 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 does not obtain more than £5 million of Risk Finance State Aid investment in the 12 month period ending on the date of the investment by the VCT, or more than £12 million in total (£20 million for a Knowledge Intensive Company).
A Qualifying Company must be unquoted (for VCT purposes this includes companies whose shares are traded on ISDX Markets and AIM) 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 sources (ten years for a Knowledge Intensive Company) or the investment must meet a turnover test.
The company must have a permanent establishment in the UK, but 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.
VCT funds raised cannot be used by a Qualifying 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 in the 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 VCTs raise further funds, VCTs are given grace periods to invest those funds before such further funds become subject to the tests.
The Company has received approval as a VCT 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 the time when notice is given to the VCT but, in relation to capital gains 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.
In this document, the following words and expressions have the following meanings:
| Admission | the respective dates on which the New Shares allotted pursuant to the Offer are listed on the premium segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities |
|---|---|
| AIM | the AIM Market of the London Stock Exchange |
| Allotment Formula | the formula, pursuant to which the number of New Shares to be allotted to an Applicant under the Offer, as further detailed in Part IV of this document |
| Applicant | a person who makes an application for New Shares pursuant to the Offer by lodging an Application Form |
| Application | a valid application for New Shares pursuant to the Offer |
| Application Amounts | the amounts remitted to the Company with the investor's application, including any amounts requested to be facilitated, as accepted under the Offer (and each an Application Amount) |
| Application Form | an Application Form for use in connection with the Offer as set out towards the end of this document, or any revised or additional application form made available by the Company |
| Application Procedure | the application procedure applicable to the Offer as set out on pages 52 to 54 of this document |
| Articles | the articles of association of the Company, as amended from time to time |
| Board or Directors | the board of directors of the Company from time to time (and each a Director) |
| Business Days | any day (other than a Saturday) on which clearing banks are open for normal banking business in sterling |
| CA 2006 | the Company Act 2006 (as amended) |
| Company | Maven Income and Growth VCT 6 PLC |
| CREST | the computerised settlement system to facilitate the transfer of title to securities in uncertificated form operated by Euroclear UK & Ireland Limited |
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001/3755) |
| Early Investment Incentive | an Early Investment Incentive discount in respect of Applications received and accepted by Tuesday 12 noon on 28 February 2017 of 1.5% in respect of Existing Shareholders and 1.25% in respect of New Investors |
| EU | the European Union |
| Existing Shareholders | the existing Shareholders or beneficial holders of Shares in the Company, and for the purposes of the Early Investment Incentive referred to in this document, existing shareholders or beneficial holders of shares in the other Maven VCTs (and each an Existing Shareholder) |
| FCA | the Financial Conduct Authority (previously known as the Financial Services Authority) |
| FSMA | the Financial Services and Markets act 2000 (as amended) |
| General Meeting | the general meeting of the Company convened for 1 February 2017 (or any adjournment thereof) |
| HMRC | Her Majesty's Revenue and Customs |
| Howard Kennedy | Howard Kennedy Corporate Services LLP |
| IMA | the investment management and administration agreement dated 11 April 2005 between the Company and Aberdeen Asset Managers Limited, which was novated to Maven by way of a deed of novation dated 9 June 2009 and subsequently amended by a deed of amendment and restatement dated 14 January 2016 |
|---|---|
| Investment Amount | the amount of the investor's Application accepted to be used to subscribe for New Shares (i.e. the Application Amount, less any amount of any initial adviser charge agreed to be facilitated in respect of an advised investor) |
| ISDX | either the ISDX Main Board or the ISDX Growth Market, being markets on the ICAP securities and derivatives exchange (which are the successor markets to the PLUS Markets) |
| 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 the section 73a(2) FSMA (as amended) |
| London Stock Exchange | London Stock Exchange plc |
| Maven or the Manager | Maven Capital Partners UK LLP |
| Maven VCT 1 | Maven Income and Growth VCT PLC |
| Maven VCT 2 | Maven Income and Growth VCT 2 PLC |
| Maven VCT 3 | Maven Income and Growth VCT 3 PLC |
| Maven VCT 4 | Maven Income and Growth VCT 4 PLC |
| Maven VCT 5 | Maven Income and Growth VCT 5 PLC |
| Maven VCTs | Maven VCT 1, Maven VCT 2, Maven VCT 3, Maven VCT 4, Maven VCT 5 and/or the Company |
| NAV | the net asset value of a Share calculated in accordance with the Company's accounting polices |
| NAV Total Return | the net asset value of a share together with dividends paid in respect of that share since inception |
| New Investors | new investors (who are not Existing Shareholders) who subscribe for New Shares pursuant to the Offer (and each a New Investor) |
| New Shares | the Shares to be issued by Company pursuant to the Offer (and each a New Share) |
| Offer | the offer for subscription of New Shares as set out in this document |
| Offer Administration Fee | the fee payable by the Company to Maven (as promoter of the Offer) in relation to each Application, calculated as 3% of the relevant Application Amount |
| Offer Price | the subscription price of the New Shares under the Offer as calculated in accordance with the Allotment Formula |
| Official List | the Official list of the UK Listing Authority |
| Prospectus | this Securities Note, the Registration Document and the Summary |
| Prospectus Rules | the Prospectus Rules made under Section 84 FSMA (as amended) |
| Qualifying Company | an unquoted company (including a company whose shares are admitted to trading on AIM or ISDX) which satisfies the requirements of Part 4 of chapter 6 of the Tax Act |
| Qualifying Investors | an individual aged 18 or over who satisfies the conditions of eligibility for tax relief available to investors in a VCT (and each a Qualifying Investor) |
| 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 |
| Registrars | Capita Registrars Limited trading as Capita Asset Services |
| Receiving Agent | Capita Registrars Limited trading as Capita Asset Services |
| Registration Document | the Registration Document issued by the Company dated 9 December 2016 |
|---|---|
| Regulatory Information Service | a regulatory information service approved by the FCA |
| Resolutions | the Resolutions to be proposed at the General Meeting |
| Restricted Territories | Canada, Australia, Japan and South Africa (and each a Restricted Territory) |
| Risk Finance State Aid | State aid received by a company as defined in Section 280B (4) of the Tax Act |
| Securities Note | this document dated 9 December 2016 |
| Shareholders | holders of shares in the Company (and each a Shareholder) |
| Shares | ordinary shares of 10p each in the capital of the Company (and each a Share) |
| SME | small to medium size enterprise |
| Subscriptions | offers by Applicants pursuant to the Offer and made by completing an Application Form and posting (or delivering) these to the Receiving Agent or as otherwise indicated on the Application Form (and each a Subscription) |
| Summary | the Summary issued by the Company dated 9 December 2016 in connection with the Offer |
| Tax Act | the Income Tax Act 2007 (as amended) |
| Terms and Conditions of Application | the terms and conditions of the Offer set out at the end of this document |
| The Risk Finance Guidelines | guidelines on state aid to promote risk finance investments 2014/C 19/04 |
| this document | the Securities Note, including the Terms and Conditions of Application |
| UK Listing Authority or UKLA | the FCA in its capacity as the competent authority for the purposes of Part VI of the FSMA |
| United States or US | 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 |
Save where the context otherwise requires, words and expressions defined in this document have the same meanings when used in the Terms and Conditions of Application, the Application Form and the Application Procedure.
(b) direct, or authorise your financial adviser to direct, the Registrars to send documents of title for the number of New Shares for which your Application is accepted, and/or a crossed cheque or, if appropriate, return by bank transfer, for any monies returnable, by post at your risk to your address as set out on your Application Form (or, in respect of a direction to issue shares to a nominee, documents of title will be sent to the nominee);
(c) in consideration of the Company agreeing that it will not, prior to the Offer closing, offer any New Shares for subscription to any persons other than as set out in this Securities Note, agree that your Application may not be revoked and that this paragraph constitutes a separate collateral contract with the Company which will become binding upon receipt of your Application Form, duly completed, by the Receiving Agent;
(h) agree that, having had the opportunity to read this Securities Note, you are deemed to have had notice of all information and representations concerning the Company, the Offer and the New Shares contained herein (whether or not so read);
(i) confirm that (save for advice received from your financial adviser) in making such application you are not relying on any information or representation in relation to the Company other than those contained in this Securities Note and you, accordingly, agree that no person responsible solely or jointly for this Securities Note or involved in the preparation thereof will have any liability for any such information or representation;
(o) confirm that you have reviewed the restrictions contained in paragraph 4 below and warrant as provided therein;
(p) warrant that you are not under the age of 18 years;
(y) consent to the information provided on the Application Form being provided to the Receiving Agent and the Registrars to process shareholding details and send notifications to you.
Before applying, an Applicant should read this Application Procedure, which contains important information about completion of the Application Form and the payment of funds. Failure to read these notes could result in an application not being accepted.
The Offer is open to Existing Shareholders and New Investors.
The Application Form for use in connection with the Offer is on the pages following this Application Procedure. Additional copies of the Application Form can be obtained by contacting Maven on 0141 306 7400 (between 09.00 and 17.00 on any Business Day) or from the Maven website: www.mavencp.com. Maven cannot provide any financial, legal, investment or tax advice.
Please complete and return the Application Form (by post or hand delivered during normal business hours only) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by 12.00 noon on Monday 3 April 2017 (in respect of applications for the 2016/2017 tax year) and 12.00 noon on Wednesday 28 June 2017 (in respect of applications for the 2017/2018 tax year).
Please complete the four page Application Form in BLOCK CAPITALS in accordance with the following instructions. The Applicant should complete Sections 1 to 7 (as applicable), while the Applicant's financial intermediary, if any, should complete Sections 8 to 10 (as applicable). Please staple both sheets of the Application Form, and your cheque (unless you are providing Application monies by way of a bank transfer) together. Please also enclose any documents required as set out under Money Laundering Notice in Section 3 of the instructions below.
Insert in Section 1 your full name, full address, telephone number, email address, national insurance number and date of birth.
If you are an Existing Shareholder, please tick the appropriate box (as either a registered holder or a beneficial holder) to qualify for the enhanced rate of Early Investment Incentive discount.
Please complete Section 2 with the amount you wish to invest.
You can apply for one or both of the 2016/2017 and 2017/2018 tax years and should specify (in figures) the amount you wish to apply to the Offer in each tax year. The amounts for the two tax years should add up to the 'Aggregate Application Amount'
Your Application (with respect to either or both tax years) must be for a minimum aggregate amount of £5,000, and thereafter in multiples of £100.
Facilitation of an initial adviser charge can be requested where your financial adviser has provided advice to you in respect of your investment in the Company. The Company will only facilitate an adviser charge if your financial adviser has completed Section 9b (as further detailed below) to confirm that financial advice has been provided and the amount of any initial adviser charge to be facilitated by the Receiving Agent has been agreed with you (and by signing this form you confirm the amount inserted by your financial adviser). The 'Aggregate Application Amount' specified in Section 2 should include any adviser charge and the amount(s) for which you have applied to invest in New Shares will be reduced accordingly.
Please tick the relevant box to indicate whether you will provide your application monies by cheque/ banker's draft (endorsed on the reverse) or bank transfer.
The Terms and Conditions of Application require that Applicants provide cleared funds in support of each Application. The Application monies must be provided with this Application (if by cheque/banker's draft) or be arranged (by a bank transfer) so that they are received by the Receiving Agent by the time the Application is processed.
Any delay in providing monies may affect acceptance of the Application. The Receiving Agent is not able to respond to specific requests and there is no facility for payment to be deferred until nearer the date of allotment.
No interest will be paid to Applicants for any period between receipt of your application and the allotment of New Shares or the return of all or part of your Application.
If the Offer has closed, or is deemed closed, at the time your Application Form is processed, then the amount of your Application will be returned to you as soon as possible.
If monies were provided by bank transfer, any funds which are to be returned will be returned to the bank account from which they were received as detailed in Section 3 on the Application Form.
Your cheque or banker's draft must be submitted with this Application and made payable to ''Capita Registrars Limited re Maven Income and Growth VCT 6 PLC 2016" and crossed ''A/C Payee only''. Your payment must relate solely to this Offer. Cheques may be presented for payment on receipt.
Your cheque or banker's draft must be drawn in Sterling on an account with a United Kingdom or European Union regulated credit institution, and which is in the sole or joint name of the investor and must bear the appropriate sort code in the top right-hand corner. The right is reserved to reject any application in respect of which the investor's cheque or banker's draft has not been cleared on first presentation. Any monies
returned will be sent by cheque crossed ''A/C Payee only'' in favour of the investor without interest.
Please Note - there is no facility for accepting postdated cheques.
Payments by bank transfer should be made to the account detailed in Section 3 of the Application Form.
If you wish to pay by bank transfer, payments must be made by BACS, CHAPS or Faster Payment in Sterling. You should instruct the bank to transfer funds so that the funds are received by the Receiving Agent by the time the Application is processed. Any delay in providing monies may affect acceptance of the Application.
Details of the bank being instructed to make such transfer must be entered in Section 3. Payments must come from a UK personal bank account in the name of the individual investor where they have sole or joint title to the funds in that account.
You should also provide a reference as part of the bank transfer, using your initials and contact telephone number.
You should check with your bank regarding any limits imposed on the level and timing of transfers allowed from your account (for example, some banks apply a maximum transaction or daily limit, and you may need to make the transfer as more than one payment). The Terms and Conditions of Application require that Applicants provide cleared funds in support of each Application, so you should ensure that all transfers will have taken place (and funds settled) to coincide with the delivery of your Application Form. It is recommended that such transfers are actioned within 48 hours of posting your Application.
If the Receiving Agent is unable to match your Application with a bank payment, there is a risk that your Application could be delayed or will not be treated as a valid Application and may be rejected by the Receiving Agent. There is no facility to allow for payment to be deferred until nearer the date of allotment.
The Money Laundering Regulations 2007 apply to applications and verification of the identity of the Applicant may be required. Failure to provide the necessary evidence of identity may result in your application being treated as invalid or in a delay of confirmation. If you are an Existing Shareholder of the Company and have previously provided Capita Asset Services with the appropriate money laundering documents, or you are making your application through an FCA regulated intermediary that has conducted the relevant checks and has verified your identity, you may not need to provide such documents, although Capita Asset Services retains the right to request evidence of such checks.
If the application is for the Sterling equivalent of €15,000 or more (or is one of a series of linked applications the value of which exceeds that amount):
Copies should be certified as true copies by a solicitor or bank. Original documents will be returned by post at your risk.
If you would like your New Shares to be issued directly in the name of your nominee through CREST, please complete your nominee's details.
Dividends will be paid by cheque and sent to a Shareholder's registered address. Alternatively, dividends paid in cash may be paid directly into bank or building society accounts. In order to facilitate this, please complete Section 5.
In Section 6a please tick the box if you agree to the Registrar, Capita Asset Services providing to the financial intermediary noted in Section 8 (upon request), information regarding your total shareholding in the Company. This authority shall remain in effect for a period of up to one year from the date of this application, or until it is revoked in writing, and extends only to the provision of information (the financial intermediary will be unable to instruct any register changes or transactions on your behalf). In the absence of such authority being granted, Capita will only provide information directly to a Shareholder.
In Section 6b please tick the box if you do not wish Maven to register you to receive its investor newsletter and other related information such as VCT portfolio news and information about future VCT offers.
Please sign and date in the appropriate spaces in Section 7.
Financial intermediaries should provide their firm name, contact name, address and FCA Number. Please also tick the box to identify whether this is an advised investment or non-advised investment (i.e. 'execution-only'). If a financial intermediary has already carried out the identity verification requirements of the Money Laundering Regulations (see Section 3 of these instructions) within the guidance for the UK Financial Sector issued by the Joint Money Laundering Steering Group, please tick the relevant box in Section 8. If this box is not ticked, the Applicant will need to comply with the requirements for confirmation of identity information set out on page 53.
Intermediaries should complete: one of Section 9a or 9b; AND Section 9c if appropriate; AND must sign and date in Section 10.
'Execution-only' intermediaries who are entitled to receive commission (i.e. who are acting on behalf of the investor but have not provided advice) should complete Section 9a, confirming that no financial advice has been provided to the investor
Availability of initial commission is set out on page 34 of this document. Commissions will only be paid if, and to the extent that, they are permitted under UK law and the 'executiononly' intermediary's client continues to hold their New Shares. 'Execution-only' intermediaries can waive some or all of the initial commission for the benefit of their clients. The intermediary must tick the box in Section 9a and specify the level of commission to be paid to the intermediary and any amount to be waived.
If there is no indication in Section 9a of how commission is to be treated, the 'execution-only' intermediary identified in Section 8 will (to the extent permitted under UK law) be paid a commission of 3%.
Financial advisers who have provided advice to their clients should complete Section 9b.
If it has been agreed that the Applicant will pay an initial adviser charge direct (i.e. not from the Application monies), the financial adviser should tick option A confirming that financial advice has been provided but that no facilitation service is required by Capita Asset Services pursuant to the Application.
If it has been agreed with a financial adviser that the payment of an initial adviser charge (in whole or in part) should be facilitated by Capita Asset Services from the monies provided with the Application, the financial adviser should:
If the amount provided by the Applicant is less than the total amount required to meet the aggregate application amount in Section 2 and the amount of the initial adviser charge in Section 9b, the amount/percentage inserted in Section 9b will be reduced accordingly.
If Section 9b is not fully completed, then it will be assumed that no facilitation of an initial adviser charge is required.
Payment of initial 'execution-only' commissions, or initial adviser charges agreed by the Applicant as part of the Application, will normally be made by cheque, to the 'execution-only' intermediary or financial adviser.
However, such payments may be made directly by electronic bank transfer (CHAPS) where details of the bank account of the 'execution-only' intermediary or the financial adviser have been provided in this section of the Application Form. In order to facilitate such payments, please provide the bank account details where indicated. In the case of commission, this relates solely to initial commission, and any applicable trail commission payments will be made by Maven in accordance with the terms set out on pages 34 and 35.
Section 10 must be signed and dated on behalf of any financial intermediary whose details are provided in Section 8, by a signatory with the authority to make that declaration. It should also clearly state the signatory's position or capacity in relation to their firm.
Before completing this Application Form you should read the Application Procedure and Terms and Conditions of Application contained in this Securities Note, which contain important information about completion of the Application Form and the payment of funds. Failure to follow the Application Procedure could result in an application not being accepted. The completed Application Form (together with any cheque or banker's draft) should be posted or hand delivered (during business hours only) to the address at the end of this form.
Definitions used in the Securities Note dated 9 December 2016 ("Securities Note") apply to this Application Form. The Securities Note, together with the Registration Document and Summary (together the "Prospectus") can be downloaded from the Maven website: www.mavencp.com/vctoffer or requested by contacting Maven Capital Partners UK LLP on 0141 306 7400.
The Offer opens on 9 December 2016 and will close at 12.00 noon on 28 June 2017. The Offer may close earlier if fully subscribed or otherwise at the Board's discretion. The Offer may be extended by the Board in its absolute discretion (but not later than 28 November 2017). If tax relief is to be applied for in respect of the subscriptions in the tax year 2016/2017, the closing date is 12.00 noon on 3 April 2017.
1 Personal Details
| Title: (Mr/Mrs/Miss/Ms/Dr/Other) | ||||
|---|---|---|---|---|
| Forename(s): | Surname(s): | |||
| Address: | ||||
| Post code: | ||||
| Daytime Telephone Number: | ||||
| Email address: | ||||
| / / Date of Birth: National Insurance Number: |
||||
| If you are an existing Shareholder, please tick the relevant box: | Registered holder Beneficial holder |
|||
| 2 | Application Details (please note that Applications must be for a minimum aggregate amount of £5,000, and thereafter in multiples of £100. The amounts for the two tax years must add up to the 'Aggregate Application Amount', and must include the amount of any initial adviser charge set out in Section 9b). I wish to apply under the Offer for the following aggregate amount in respect of the 2016/2017 and/or 2017/2018 tax year, or such lesser amount(s) for which this Application will be accepted, on the Terms and Conditions of Application and the Application Procedure set out on pages 52 to 54 of the Securities Note: |
|||
| Tax Year 2016/2017 Tax Year 2017/2018 |
Aggregate Application Amount |
£ £ £
| Please tick one box only: (i) I enclose a cheque or banker's draft made payable to |
|||||
|---|---|---|---|---|---|
| "Capita Registrars Limited re Maven Income and Growth VCT 6 PLC 2016" (ii) I confirm that I will make a bank transfer to Capita Registrars Limited to the following account: Capita Registrars Limited re Maven I&G VCT 6 PLC 2016 Royal Bank of Scotland Account number: 32516818 / Sort Code: 15-10-00 and I have provided any necessary identity verification evidence set out as required on page 53 of the Securities Note. I confirm that funds will be received by the Receiving Agent by the time the Application is processed, and understand that any delay in providing funds may affect acceptance of the application. |
|||||
| Please provide the following information about the account from which you will transfer funds: | |||||
| Name of Bank or Building Society: | |||||
| Account Name: | |||||
| Account Number: Sort Code: |
|||||
| Reference (initials and contact telephone number): | |||||
| 4 Nominee/CREST Details |
|||||
| I request that any New Shares for which my Application is accepted are issued to my nominee through CREST | |||||
| CREST Participant ID: CREST Member Account ID: |
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| Participant name: | |||||
| Address: | |||||
| Post Code: Contact Telephone Number: |
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| Contact Name: | |||||
| 5 | Dividend Payment Mandate | ||||
| All dividends on any Shares held in the Company may be paid directly into bank and building society accounts. In order to facilitate this, please complete the mandate instruction below. Dividends paid directly into your account will be paid in cleared funds on the dividend payment date. Your bank or building society statement will identify details of the dividends as well as the dates and amounts paid. |
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| Please forward, until further notice, all dividends that may from time to time become due in respect of any Shares now standing or which may hereafter stand, in my name in the register of members of the Company to: |
|||||
| Name of Bank or Building Society: | |||||
| Account Number: Sort Code: |
|||||
| 6a | Authority in relation to providing Shareholding information to Financial Intermediaries | ||||
| By ticking the box, I hereby authorise the Registrar, Capita Asset Services, to provide, to the financial intermediary noted in Section 8, upon request, information regarding my shareholding in the Company. This authority shall remain in effect for the lesser of a period of up to one year from the date of allotment, or until I revoke such authority by informing the Registrar in writing. This authority extends to the provision of information regarding my shareholding only, and I understand that my financial intermediary will be unable to instruct any register changes or transactions on my behalf. |
|||||
By signing the declaration at Section 7 you agree to the use of your personal data by Capita, Maven, the Company and their third party advisers as necessary, to: process your application, including verifying your identity where required under the Money Laundering Regulations 2007; allocate your Shares if your application is successful; provide information to your financial intermediary (where applicable) and to provide you with the reports on the Company and its performance that are required by law. We will not share your data with any other third party unless we are required to do so by law.
Maven will also register you to receive twice-yearly newsletters (by email if you have provided an email address with this Application, otherwise by post), as well as with news of portfolio investments and information about future VCT offers. If you do not wish to receive this information, please tick this box
By signing this form I HEREBY DECLARE THAT I have read the Terms and Conditions of Application set out on pages 48 to 51 of the Securities Note (and as further contained herein) and agree to be bound by them. I understand that this subscription represents a long term investment and have read the risk factors set out on page 4 of the Securities Note and pages 3 and 4 of the Registration Document and the Prospectus as a whole.
The remainder of this form should only be completed by a financial adviser or 'execution-only' intermediary (if any), and Section 10 must be signed and fully completed.
| Contact Details | |||||
|---|---|---|---|---|---|
| Firm Name: | FCA Number: | ||||
| Contact name: | IFA Administrator Contact: | ||||
| Email(s): | |||||
| Address: | |||||
| Post Code: | |||||
| Telephone: | Fax: | ||||
| I confirm that I have identified and verified the identity of the Applicant to the standard required by the Money Laundering Regulations 2007 within the guidance for the UK Financial Sector issued by the Joint Money Laundering Steering Group (if this box is not ticked, the Applicant must provide the confirmation of identity information set out on page 53 of the Securities Note). |
|||||
| What type of investment is this? (one of these boxes must be ticked if an intermediary is being used) | |||||
| This is a non-advised investment (execution-only) – please go to Section 9a | |||||
| This is an advised investment – please go to Section 9b | |||||
| 9a | 'Execution-Only' Intermediaries | ||||
| Where no financial advice has been provided to the Applicant in respect of the Application, the intermediary must tick the box and specify below the level of any commission to be paid to the intermediary. |
|||||
| Initial commission (subject to a maximum amount equal to 3% of the Application Amount) | |||||
| Amount of initial commission to be paid to 'execution-only' intermediary X % |
|||||
| Amount of initial commission to be waived and re-invested for client Y % |
|||||
| Total X + Y (must total no more than 3%) | TOTAL | % |
| If financial advice has been provided by you to your client in respect of this Application, please tick one of boxes A or B below to confirm whether or not an initial adviser charge is required to be facilitated. |
|||
|---|---|---|---|
| (A) My client has agreed to pay my initial adviser charge in respect of this application direct and there is no requirement for any charge to be facilitated. |
|||
| (B) My client has requested to have such amount as is set out below to be facilitated to me as an initial adviser charge (subject to a maximum amount equal to 3% of the Application Amount). |
|||
| If Box B has been ticked please complete either a £ amount or a % figure below: | |||
| Amount | £ | ||
| Percentage of Application Amount | |||
| Special Instructions | |||
VCT tax reliefs will only be available in respect of the actual amount invested in the Company and will not include facilitated initial adviser charges.
The charging of VAT on an initial adviser charge is the sole responsibility of the adviser. Should any charge facilitated by Capita Asset Services not include the payment of any such VAT, the investor will, at all times, remain solely responsible to make up such VAT deficit (if any) to the adviser.
If you wish any commissions or adviser fees indicated above to be made directly to your bank by electronic transfer, please provide the account details (in the absence of these details, payment will be made by cheque):
| Name of Bank: | Account Name: |
|---|---|
| Account Number: | Sort Code: |
By signing this form I HEREBY DECLARE THAT I have read the Terms and Conditions of Application set out on pages 48 to 51 of the Securities Note (and as further contained herein) and agree to be bound by them. I confirm that (i) I have the authority to sign this declaration on behalf of the Financial Intermediary; (ii) the amount inserted in Section 9b above (if applicable) has been agreed with my client; and (iii) Maven may use my contact details, in my capacity as contact for the Financial Intermediary, to send information about its VCT offers and VCT related news (if you would prefer not to receive this information, please tick the box).
| Signature | Date |
|---|---|
| Position (i.e. capacity to sign on behalf of the financial intermediary) |
Please send the completed Application Form with your cheque or banker's draft (endorsed on the reverse) and, if necessary, proof of identity, to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Cheques should be made payable to "Capita Registrars Limited re Maven Income and Growth VCT 6 PLC 2016" and crossed "A/C Payee only". If making a bank transfer, you should ensure that Section 3(ii) has been completed.
Maven Income and Growth VCT 6 PLC (Registered No. 03870187)
Brian Oliver John May (Chairman) Fraser James Gray Gregor Robert Logan William (Bill) Robert Nixon
Fifth Floor 1-2 Royal Exchange Buildings London EC3V 3LF
Maven Capital Partners UK LLP Kintyre House 205 West George Street Glasgow G2 2LW
Maven Capital Partners UK LLP Kintyre House 205 West George Street Glasgow G2 2LW
Howard Kennedy Corporate Services LLP No. 1 London Bridge London SE1 9BG
Deloitte LLP Monteith House George Square 110 Queen St Glasgow G1 3BX
Howard Kennedy LLP No. 1 London Bridge London SE1 9BG
Capita Asset Services Corporate Actions The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Philip Hare & Associates LLP 4-6 Staple Inn London WC1V 7QH
Mills and Reeve LLP 24 Monument Street London EC3R 8AJ
The Capita Shareportal enables Shareholders to register to easily access their shareholding online. Existing Shareholders, or those who have received their share certificate for an Application under the Offer, can go to www.capitashareportal.com and register for the Shareportal.
Maven Capital Partners UK LLP Kintyre House 205 West George Street Glasgow G2 2LW Tel 0141 306 7400
Authorised and Regulated by The Financial Conduct Authority
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