MAVEN INCOME AND GROWTH VCT 3 PLC

Prospectus • Mar 27, 2018

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (''FSMA'').

THIS DOCUMENT HAS BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS RULES MADE UNDER FSMA AND HAS BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY (''FCA'') IN ACCORDANCE WITH FSMA AND CONSTITUTES A SUPPLEMENTARY PROSPECTUS (THE "SUPPLEMENTARY PROSPECTUS") ISSUED BY MAVEN INCOME AND GROWTH VCT 3 PLC AND MAVEN INCOME AND GROWTH VCT 4 PLC ("MAVEN VCT 3" AND "MAVEN VCT 4" RESPECTIVELY AND TOGETHER THE "COMPANIES"). THIS SUPPLEMENTARY PROSPECTUS IS SUPPLEMENTAL TO AND SHOULD BE READ IN CONJUNCTION WITH THE SECURITIES NOTE, REGISTRATION DOCUMENT AND SUMMARY, EACH DATED 22 SEPTEMBER 2017, TOGETHER CONSTITUTING A PROSPECTUS (THE "PROSPECTUS") ISSUED BY THE COMPANIES, SUCH PROSPECTUS CONTAINING OFFERS FOR SUBSCRIPTION OF ORDINARY SHARES IN THE CAPITAL OF EACH OF THE COMPANIES ("NEW SHARES") ("THE OFFERS"), AS PREVIOUSLY SUPPLEMENTED BY A SUPPLEMENTARY PROSPECTUS ISSUED BY THE COMPANIES ON 24 JANUARY 2018 (THE "JANUARY 2018 SUPPLEMENTARY PROSPECTUS"). EXCEPT AS EXPRESSLY STATED HEREIN, OR UNLESS THE CONTEXT OTHERWISE REQUIRES, THE DEFINITIONS USED OR REFERRED TO IN THE PROSPECTUS ALSO APPLY IN THIS SUPPLEMENTARY PROSPECTUS.

PERSONS RECEIVING THIS DOCUMENT SHOULD NOTE THAT HOWARD KENNEDY CORPORATE SERVICES LLP IS ACTING FOR THE COMPANIES AND NO-ONE ELSE IN CONNECTION WITH THE OFFERS AND THIS SUPPLEMENTARY PROSPECTUS AND, SUBJECT TO ITS RESPONSIBILITIES AND LIABILITIES IMPOSED BY FSMA OR THE REGULATORY REGIME ESTABLISHED HEREUNDER, WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF HOWARD KENNEDY CORPORATE SERVICES LLP OR FOR PROVIDING ADVICE IN CONNECTION WITH THE OFFERS. HOWARD KENNEDY CORPORATE SERVICES LLP IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY.

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 COMPANIES AND THE DIRECTORS OF THE COMPANIES ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS SUPPLEMENTARY PROSPECTUS. TO THE BEST OF THE KNOWLEDGE OF THE COMPANIES AND THE DIRECTORS (WHO HAVE TAKEN ALL REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE) THE INFORMATION CONTAINED IN THIS SUPPLEMENTARY PROSPECTUS IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION.

MAVEN INCOME AND GROWTH VCT 3 PLC (Incorporated in England and Wales with registered number 04283350) AND MAVEN INCOME AND GROWTH VCT 4 PLC

(Incorporated in Scotland with registered number SC272568)

Events arising since publishing the Supplemental Prospectus on 24 January 2018

The publication of this Supplementary Prospectus is a regulatory requirement under the Prospectus Rules and Section 87G of FSMA following the publication of the annual report and accounts for the year ended 30 November 2017 by Maven VCT 3. The Prospectus Rules and Section 87G of FSMA require the issue of a supplementary prospectus if, in the relevant period (being, for these purposes, the later of the closure of the relevant Offer and the time when trading in the New Shares issued under that Offer on the London Stock Exchange begins), there exists or is noted a significant new factor, material mistake or inaccuracy relating to the information included in the prospectus relating to the relevant Offer. This Supplementary Prospectus has been approved for publication by the FCA.

Save as otherwise amended in this Supplementary Prospectus, the Offers are being made on the terms and subject to the conditions set out in full in the Prospectus. An application can be withdrawn until 5 p.m. on 29 March 2018 where an allotment of shares has not yet been made in respect of that application. Investors should seek their own legal advice in regard to such withdrawal rights. An investor can withdraw their application under the Offers by contacting Link Asset Services either by telephone on 0333 300 1566 or in writing (no investment advice can be given).

Copies of this Supplementary Prospectus, the Prospectus and the January 2018 Supplementary Prospectus may be viewed on the National Storage Mechanism (NSM) of the UKLA at http://www.morningstar.co.uk/uk/NSM, and this Supplementary Prospectus, the Prospectus and the January 2018 Supplementary Prospectus are available free of charge from the registered office of Maven VCT 3 at Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF or from the registered office of Maven VCT 4 at Kintyre House, 205 West George St, Glasgow, G2 2LW and from the Maven website: www.mavencp.com/vct-offer.

1 Significant new factor relating to Maven VCT 3

On 9 March 2018, Maven VCT 3 announced its financial results for the year ended 30 November 2017 (the "Maven VCT 3 2017 Accounts"). Maven VCT 3's auditor, Deloitte LLP, has reported on the Maven VCT 3 2017 Accounts without qualification and without statements under sections 495 to 497 of the CA 2006.

The Maven VCT 3 2017 Accounts were prepared in accordance with were prepared in accordance with Financial Reporting Standard 102, the fair value rules of CA 2006 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The Maven VCT 3 2017 Accounts contain a description of Maven VCT 3's financial condition, changes in financial condition and results of operation for the financial year ended 30 November 2017 and are being incorporated by reference into this Supplementary Prospectus. In the Maven VCT 3 2017 Accounts, Maven VCT 3 reported that, as at 30 November 2017, the net assets attributable to the Shares were £34,015,000, giving a net asset value per Ordinary Share of 72.35p.

Copies of the Maven VCT 3 2017 Accounts can be obtained free of charge from the offices of the Company's investment manager, Maven Capital Partners UK LLP, at Kintyre House, 205 West George Street, Glasgow G2 2LW and are available on Maven VCT 3's website (www.mavencp.com/migvct3). The parts of the Maven VCT 3 2017 Accounts which are not incorporated into this Supplementary Prospectus by reference are either not relevant for investors or are covered elsewhere in this Supplementary Prospectus or the Prospectus.

2 Supplement to the Registration Document: Document incorporated by reference

To the extent that there is any inconsistency between any statement in or incorporated by reference in this Supplementary Prospectus and any other statement in or incorporated by reference in the Prospectus (as supplemented by the January 2018 Supplementary Prospectus), the statements in or incorporated by reference in this Supplementary Prospectus will prevail.

The information set out below relating to Maven VCT 3 is incorporated by reference in this document and is supplemental to paragraph A of Part III of the Registration Document which forms part of the Prospectus, and is available as indicated above. Where such information makes reference to other documents, or other parts of the Maven VCT 3 2017 Accounts are not incorporated by reference into this document, such other documents and other parts of those accounts are not incorporated into and do not form part of this document.

Information incorporated by reference	Page references of the Maven VCT 3 2017 Accounts
Balance sheet	Page 59
Income statement (or equivalent)	Page 57
Statement showing all changes in equity (or equivalent note)	Page 58
Cash flow statement	Page 60
Notes to the financial statements	Page 61
Auditor's Report	Page 50

Objective	Page 13
Performance Summary	Page 12
Results and dividend	Pages 5 and 6

Investment policy	Page 13
Chairman's statement	Page 9
Managers' review/Interim review	Page 18
Portfolio summary	Page 30
Valuation policy	Pages 61 and 62

Information incorporated by reference
Net return on ordinary activities before taxation (£'000)	27
Earnings per Share (p)	0.07
Dividends declared per Share (p)	14.52
Net assets (£'000)	34,015
NAV per Share (p)	72.35

3 Supplements to the Summary

As a result of the publication of the Maven VCT 3 2017 Accounts, the summary document which forms part of the Prospectus is hereby supplemented as follows:

B6	Major Shareholders	Save as set out below, Maven VCT 3 is not aware of any person or persons who have, or who following its Offer will or could have, directly or indirectly voting rights representing 3% or more of the issued share capital of Maven VCT 3:
		Maven VCT 3 Shareholder	No of Maven VCT 3 Shares		% of issued Maven VCT 3 share capital
		Hargreaves Lansdown (Nominees) Limited	3,841,467		6.94
		Maven VCT 3 is not aware of any person who directly, jointly or severally, exercises or could exercise control of the Company.
		All Maven VCT 3 Shareholders have the same voting rights in respect of the existing share capital of the Company.
B7	Selected financial information and statement of any	Certain selected historical information of Maven VCT 3, which has been extracted without material adjustment from the audited financial statements referenced in the following table, is set out below: significant changes Financial year end to 30 November 2017 (audited)
		Net return on ordinary activities before taxation (£'000)		27
		Earnings per share (p)		0.07
		Dividends declared per share (p)		14.52
		Net assets (£'000) 34,015
		Net asset value per share (p)		72.35

	Save in respect of amounts raised by Maven VCT 3 pursuant to the Prospectus
	(being approximately £10.91 million (net of costs) as at the date of this
	document), the payment of a third interim dividend of 6.67p per Share on 30
	November 2017 in respect of the year then ended and the declaration of an
	interim dividend of 5.7p per Share to be paid on 13 April 2018 (in respect of the
	year ending 30 November 2018), there has been no significant change in the
	financial condition and operating results of Maven VCT 3 during or subsequent
	to the period covered by the audited financial statements referred to above.

B10	Qualifications in	Not applicable. There were no qualifications in the audit reports for Maven VCT 3
	the audit reports	for the four years ended 30 November 2017.

B45 Investment Maven VCT 3 invests in a diversified portfolio of small and medium sized growth portfolio companies, whether unlisted or quoted. A summary of Maven VCT 3's unquoted and quoted portfolio (as at 30 November 2017) is set out below:
		Maven VCT 3 (valuations as at 30 November 2017)
		Investment	Cost £'000	Valuation £'000	% of net asset value
		Unlisted	22,322	22,736	66.8
		Quoted	1,039	445	1.3
		Investment trusts	1,036	1,154	3.4

B46	Most recent net	As at 30 November 2017 (the latest date in respect of which Maven VCT 3 has
	asset value per	published its NAV per Share), the audited NAV per Share for Maven VCT 3 was
	Share	72.35p.

4 No significant change

Save as disclosed in this document, there has been no significant change and no significant new matter relating to the financial or trading position of the Companies since 24 January 2018 (the date on which the January 2018 Supplementary Prospectus was published by the Companies following the publication of the draft Finance (No.2) Bill 2017-19 on 1 December 2017 and Guidance Notes issued by HMRC on 4 December 2017).

27 March 2018