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MAVEN INCOME & GROWTH VCT 4 PLC

Prospectus Apr 23, 2025

4835_prs_2025-04-23_ba1cad24-e6e4-4ff1-9de1-829edc27ea06.pdf

Prospectus

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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 REGULATION RULES MADE UNDER FSMA (THE "PROSPECTUS REGULATION RULES") AND HAS BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY (''FCA''), AS COMPETENT AUTHORITY UNDER THE UK VERSION OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"), IN ACCORDANCE WITH FSMA AND CONSTITUTES A SUPPLEMENTARY PROSPECTUS (THE "SUPPLEMENTARY PROSPECTUS") ISSUED BY MAVEN INCOME AND GROWTH VCT PLC, MAVEN INCOME AND GROWTH VCT 3 PLC, MAVEN INCOME AND GROWTH VCT 4 PLC AND MAVEN INCOME AND GROWTH VCT 5 PLC (TOGETHER THE "COMPANIES" AND EACH A "COMPANY"). THIS SUPPLEMENTARY PROSPECTUS IS SUPPLEMENTAL TO, AND SHOULD BE READ IN CONJUNCTION WITH, THE SECURITIES NOTE, REGISTRATION DOCUMENT AND SUMMARY ISSUED BY THE COMPANIES, EACH DATED 27 SEPTEMBER 2024, TOGETHER CONSTITUTING A PROSPECTUS (THE "PROSPECTUS"), SUCH PROSPECTUS CONTAINING OFFERS FOR SUBSCRIPTION (THE "OFFERS") OF NEW ORDINARY SHARES IN THE CAPITAL OF EACH OF THE COMPANIES ("NEW SHARES"). 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.

THE FCA ONLY APPROVES THIS SUPPLEMENTARY PROSPECTUS AS MEETING THE STANDARDS OF COMPLETENESS, COMPREHENSIBILITY AND CONSISTENCY IMPOSED BY THE UK PROSPECTUS REGULATION AND SUCH APPROVAL SHOULD NOT BE CONSIDERED AS AN ENDORSEMENT OF THE ISSUERS OR THE QUALITY OF THE SECURITIES THAT ARE THE SUBJECT OF THE PROSPECTUS.

HOWARD KENNEDY CORPORATE SERVICES LLP IS ACTING AS SPONSOR TO THE COMPANIES IN CONNECTION WITH THE OFFERS AND 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 THEREUNDER, 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 FCA.

THIS DOCUMENT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH THE UK PROSPECTUS REGULATION, ENGLISH LAW AND THE RULES OF THE FCA, AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD BE DISCLOSED IF THIS DOCUMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF A JURISDICTION OUTSIDE ENGLAND.

Each Company and the Directors of each of the Companies accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of each Company and its Directors, the information contained in this Supplementary Prospectus is in accordance with the facts and this Supplementary Prospectus makes no omission likely to affect its import.

Maven Income and Growth VCT PLC (Incorporated in England and Wales with registered number 03908220)

Maven Income and Growth VCT 3 PLC (Incorporated in England and Wales with registered number 04283350)

Maven Income and Growth VCT 4 PLC (Incorporated in Scotland with registered number SC272568)

Maven Income and Growth VCT 5 PLC (Incorporated in England and Wales with registered number 04084875)

Events arising since publishing the Prospectus

This Supplementary Prospectus is being published in relation to the Offers. The publication of this Supplementary Prospectus is a regulatory requirement under the Prospectus Regulation Rules and Section 87G of FSMA following the publication of the annual report and financial statements of Maven Income and Growth VCT 3 PLC ("Maven VCT 3"), for the year ended 30 November 2024, on 18 March 2025 ("2024 Maven VCT 3 Accounts"), annual report and financial statements of Maven Income and Growth VCT 4 PLC ("Maven VCT 4"), for the year ended 31 December 2024, on 2 April 2025 ("2024 Maven VCT 4 Accounts") and annual report and financial statements of Maven Income and Growth VCT 5 PLC ("Maven VCT 5"), for the year ended 30 November 2024, on 12 March 2025 ("2024 Maven VCT 5 Accounts"). The Prospectus Regulation 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 published in connection with to the relevant Offers.

This Supplementary Prospectus has been approved for publication by the FCA, as competent authority under the UK Prospectus Regulation. The FCA only approves this Supplementary Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation and such approval shall not be considered as an endorsement of the issuers or the quality of the securities that are the subject of the Prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

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. Investors who have already submitted applications for New Shares which have been received on behalf of the Companies and who have not yet received an allotment of New Shares with regard to such applications may withdraw such applications under rule 3.4.1 UK of the Prospectus Regulation Rules and article 23 of the UK Prospectus Regulation, with the Companies accepting withdrawals of such applications until 5 p.m. on 21 April 2025. Investors should seek their own legal advice in regard to such withdrawal rights. Investors who wish to withdraw their applications under the Offers should contact The City Partnership (UK) Limited by telephone on 01484 240 910 (no investment advice can be given). Withdrawals of applications can only be made by telephone.

Copies of this Supplementary Prospectus and the Prospectus may be viewed on the National Storage Mechanism (NSM) of the FCA at https://data.fca.org.uk/#/nsm/nationalstoragemechanism, and this Supplementary Prospectus and the Prospectus are available free of charge, on request, from the offices of the Companies' investment manager, Maven Capital Partners UK LLP ("Maven" or the "Manager") at Kintyre House, 205 West George Street, Glasgow G2 2LW and are also available at www.mavencp.com/vctoffer.

1. Significant new factors

1.1 Significant new factor relating to Maven VCT 3

Publication of its 2024 Annual Report and Financial Statements

On 18 March 2025, Maven VCT 3 announced its financial results for the year ended 30 November 2024. Maven VCT 3's auditor, Johnston Carmichael LLP, has reported on the 2024 Maven VCT 3 Accounts without qualification and without statements under Sections 495 to 497 of the Companies Act 2006 ("CA 2006").

The 2024 Maven VCT 3 Accounts were prepared in accordance with Financial Reporting Standard 102, the fair value rules of CA 2006 and the Statement of Recommended Practice for Investment Trust Companies and Venture Capital Trusts (issued by the AIC in July 2022). The 2024 Maven VCT 3 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 2024, and are being incorporated by reference into this Supplementary Prospectus.

Copies of the 2024 Maven VCT 3 Accounts can be obtained free of charge, on request, from the offices of the Manager and are also available on the Company's webpage hosted by the Manager at www.mavencp.com/migvct3 under "Shareholder Documents". The parts of the 2024 Maven VCT 3 Accounts that 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.

1.2 Significant new factor relating to Maven VCT 4

Publication of its 2024 Annual Report and Financial Statements

On 2 April 2025, Maven VCT 4 announced its financial results for the year ended 31 December 2024. Maven VCT 4's auditor, Johnston Carmichael LLP, hasreported on the 2024 Maven VCT 4 Accounts without qualification and without statements under Sections 495 to 497 of the CA 2006.

The 2024 Maven VCT 4 Accounts were prepared in accordance with Financial Reporting Standard 102, the fair value rules of CA 2006 and the Statement of Recommended Practice for Investment Trust Companies and Venture Capital Trusts (issued by the AIC in July 2022). The 2024 Maven VCT 4 Accounts contain a description of Maven VCT 4's financial condition, changes in financial condition and results of operation for the financial year ended 31 December 2024, and are being incorporated by reference into this Supplementary Prospectus.

Copies of the 2024 Maven VCT 4 Accounts can be obtained free of charge, on request, from the offices of the Manager, and are also available on the Company's webpage hosted by the Manager at www.mavencp.com/migvct4 under "Shareholder Documents". The parts of the 2024 Maven VCT 4 Accounts that 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.

1.3 Significant new factor relating to Maven VCT 5

Publication of its 2024 Annual Report and Financial Statements

On 12 March 2025, Maven VCT 5 announced its financial results for the year ended 30 November 2024. Maven VCT 5's auditor, Johnston Carmichael LLP, has reported on the 2024 Maven VCT 5 Accounts without qualification and without statements under Sections 495 to 497 of the CA 2006.

The 2024 Maven VCT 5 Accounts were prepared in accordance with Financial Reporting Standard 102, the fair value rules of CA 2006 and the Statement of Recommended Practice for Investment Trust Companies and Venture Capital Trusts (issued by the AIC in July 2022). The 2024 Maven VCT 5 Accounts contain a description of Maven VCT 5's financial condition, changes in financial condition and results of operation for the financial year ended 30 November 2024, and are being incorporated by reference into this Supplementary Prospectus.

Copies of the 2024 Maven VCT 5 Accounts can be obtained free of charge, on request from the offices of the Manager and are also available on the Company's webpage hosted by the Manager at www.mavencp.com/migvct5 under "Shareholder Documents". The parts of the 2024 Maven VCT 5 Accounts that 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. Supplements to the Registration Document: Documents incorporated by reference

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

2.1 Information incorporated by reference relating to Maven VCT 3

The information set out below relating to Maven VCT 3 is incorporated by reference in this document and is supplemental to the relevant paragraphs in the section "Maven VCT 3" (in the part of the Registration Document entitled "Part 3: Financial Information on the Maven VCTs"), and is available as indicated above. Where such information makes reference to other documents, or other parts of the 2024 Maven VCT 3 Accounts that are not incorporated by reference into this document, such other documents and other parts of the 2024 Maven VCT 3 Accounts are not incorporated into and do not form part of this document.

Information incorporated by reference Page references of the 2024
Maven VCT 3 Accounts
Balance Sheet 73
Income Statement 71
Statement of Changes in Equity 72
Cash Flow Statement 74
Notes to the Financial Statements 75 to 90
Auditor's Report 64 to 70
Investment Objective 14
Performance summary 4
Results and dividends 5
Investment Policy 14
Chairman's Statement 9 to 13
Investment Manager's Review 22 to 32
Investment Portfolio Summary 39 to 42
Valuation policy 76

Key figures that summarise Maven VCT 3's financial position:

Investment income (£'000) 1,128
Net return on ordinary activities before taxation (£'000) 2,488
Earnings per share (p) 2.08
Dividends per share (p) (paid in the period) 3.15
Dividends paid per share (p) (in respect of the period) 3.15 (including proposed
final dividend of 2.15 on 9
May 2025)
Net assets (£'000) 62,146
Net asset value per share (p) 51.31

2.2 Information incorporated by reference relating to Maven VCT 4

The information set out below relating to Maven VCT 4 is incorporated by reference in this document and is supplemental to the relevant paragraphs in the section "Maven VCT 4" (in the part of the Registration Document entitled "Part 3: Financial Information on the Maven VCTs"), and is available as indicated above. Where such information makes reference to other documents, or other parts of the 2024 Maven VCT 4 Accounts that are not incorporated by reference into this document, such other documents and other parts of the 2024 Maven VCT 4 Accounts are not incorporated into and do not form part of this document.

Information incorporated by reference Page references of the 2024
Maven VCT 4 Accounts
Balance Sheet 76
Income Statement 74
Statement of Changes in Equity 75
Cash Flow Statement 77
Notes to the Financial Statements 78 to 94
Auditor's Report 67 to 73
Investment Objective 15
Performance summary 4
Results and dividends 5 and 6
Investment Policy 15
Chairman's Statement 10 to 14
Investment Manager's Review 23 to 33
Investment Portfolio Summary 40 to 44
Valuation policy 79
------------------ ----

Key figures that summarise Maven VCT 4's financial position:

Investment income (£'000) 1,522
Net return on ordinary activities before taxation (£'000) 2,235
Earnings per share (p) 1.58
Dividends per share (p) (paid in the period) 3.75
Dividends paid or proposed per share (p) (in respect of the
period)
3.75 (including proposed
final dividend of 1.75 on 16
May 2025)
Net assets (£'000) 84,232
Net asset value per share (p) 59.47

2.3 Information incorporated by reference relating to Maven VCT 5

The information set out below relating to Maven VCT 5 is incorporated by reference in this document and is supplemental to the relevant paragraphs in the section "Maven VCT 5" (in the part of the Registration Document entitled "Part III: Financial Information on the Maven VCTs"), and is available as indicated above. Where such information makes reference to other documents, or other parts of the 2024 Maven VCT 5 Accounts that are not incorporated by reference into this document, such other documents and other parts of the 2024 Maven VCT 5 Accounts are not incorporated into and do not form part of this document.

Information incorporated by reference Page references of the 2024
Maven VCT 5 Accounts
Balance Sheet 77
Income Statement 75
Statement of Changes in Equity 76
Cash Flow Statement 78
Notes to the Financial Statements 79 to 95
Auditor's Report 68 to 74
Investment Objective 15
Performance summary 4
Results and dividends 5 and 6
Investment Policy 15
Chairman's Statement 9 to 13
Investment Manager's Review 23 to 34
Investment Portfolio Summary 41 to 45
Valuation policy 80

Key figures that summarise Maven VCT 5's financial position:

Investment income (£'000) 974
Net return on ordinary activities before taxation (£'000) 4,137
Earnings per share (p) 2.00
Dividends per share (p) (paid in the period) 2.10
Dividends paid per share (p) (in respect of the period) 2.00 (including proposed
final dividend of 1.00 on 9
May 2025)
Net assets (£'000) 67,389
Net asset value per share (p) 32.39

2.4 Further Supplements to the Registration Document – No Significant Change Statement

As a result of the publication of the 2024 Maven VCT 3 Accounts, the 2024 Maven VCT 4 Accounts and the 2024 Maven VCT 5 Accounts (on 18 March 2025, 2 April 2025 and 12 March 2025, respectively), the paragraphs entitled "No Significant Change" (under the headings "Maven VCT 3", "Maven VCT 4" and "Maven VCT 5" on pages 22, 23 and 24 respectively of the Registration Document) are supplemented as follows:

  • 2.4.1 "Save for the publication of the 2024 Maven VCT 3 Accounts, there has been no significant change in the financial position of Maven VCT 3 since 30 November 2024 (being the last date up to which Maven VCT 3 has published audited annual financial information).";
  • 2.4.2 "Save for the publication of the 2024 Maven VCT 4 Accounts, there has been no significant change in the financial position of Maven VCT 4 since 31 December 2024 (being the last date up to which Maven VCT 4 has published audited annual financial information)."; and
  • 2.4.3 "Save for the publication of the 2024 Maven VCT 5 Accounts, there has been no significant change in the financial position of Maven VCT 5 since 30 November 2024 (being the last date up to which Maven VCT 5 has published audited annual financial information).".

3. Supplements to the Summary

3.1 Information incorporated by reference relating to Maven VCT 3

As a result of the publication of the 2024 Maven VCT 3 Accounts, the summary document that forms part of the Prospectus is hereby supplemented as follows:

What is the key
financial
information
regarding the
issuer?
Maven VCT 3
Additional information relevant to closed end funds (as at 30 November
2024 (audited)) except where otherwise stated
Share
Class
Net Assets Number of
Maven VCT 3
Shares
NAV per
Maven
VCT 3
Share
Historical
Performance
Ordinary £62,146,000 121,129,618 51.31p 52.48p (as at
30 November
2023
(audited))
Total £62,146,000 121,129,618
Income statement for closed end funds
Year ended 30 November 2024
(audited)*
Total income before operating
expenses (£'000)
1,312
Net return on ordinary activities
before taxation (£'000)
2,488
Performance fee (accrued/paid)
(£'000)
nil
Investment management fee
(accrued/paid) (£'000)
1,554
Any other material fees
(accrued/paid) to service
providers (£'000)
129
Earnings per Maven VCT 3 Share
(p)
2.08
Dividends paid per Maven VCT 3
Share (in the period) (p)
3.15
Dividends paid per Maven VCT 3
Share (in respect of the period)
(p)
3.15
(including
proposed
final
dividend of 2.15 on 9 May 2025)
NAV per Maven VCT 3 Share (p) 51.31
Balance sheet for closed end funds
Year
ended
30
November
2024
(audited)
Total net assets (£'000) 62,146
* There were no qualifications in the audit report of Maven VCT 3.

3.2 Information incorporated by reference relating to Maven VCT 4

As a result of the publication of the 2024 Maven VCT 4 Accounts, the summary document that forms part of the Prospectus is hereby supplemented as follows:

What is the key
financial
information
regarding the
issuer?
Maven VCT 4
Additional information relevant to closed end funds (as at 31 December
2024 (audited)) except where otherwise stated
Share
Class
Net Assets Number of
Maven VCT 4
Shares
NAV per
Maven
VCT 4
Share
Historical
Performance
Ordinary £84,232,000 141,626,927 59.47p 61.71p (as at
31
December
2023
(audited))
Total £84,232,000 141,626,927
Income Statement for closed end funds
Year ended 31 December 2024
(audited)*
Total income before operating
expenses (£'000)
1,749
Net return on ordinary activities
before taxation (£'000)
2,235
Performance fee (accrued/paid)
(£'000)
nil
Investment management fee
(accrued/paid) (£'000)
2,183
Any other material fees
(accrued/paid) to service
providers (£'000)
126
Earnings per Maven VCT 4 Share
(p)
1.58
Dividends paid per Maven VCT 4
Share (in the period) (p)
3.75
Dividends paid or proposed per
Maven VCT 4 Share (in respect
of the period) (p)
3.75 (including proposed final dividend
of 1.75 on 16 May 2025)
NAV per Maven VCT 4 Share (p) 59.47
Balance Sheet for closed end funds
Year
ended
31
December
2024
(audited)
Total net assets (£'000) 84,232,000
* There were no qualifications in the audit report of Maven VCT 4.

3.3 Information incorporated by reference relating to Maven VCT 5

As a result of the publication of the 2024 Maven VCT 5 Accounts, the summary document that forms part of the Prospectus is hereby supplemented as follows:

What is the key
financial
information
regarding the
Maven VCT 5
Additional information relevant to closed end funds (as at 30 November
2024 (audited)) except where otherwise stated
issuer? Share
Class
Net Assets Number of
Maven VCT 5
Shares
NAV per
Maven
VCT 5
Share
Historical
Performance
Ordinary £67,389,000 208,074,650 32.39p 32.53p (as at
30 November
2023
(audited))
Total £67,389,000 208,074,650
Income statement for closed end funds
Year ended 30 November 2024
(audited)*
Total income before operating
expenses (£'000)
1,179
Net return on ordinary activities
before taxation (£'000)
4,137
Performance fee (£accrued/paid) 773,815
Investment management fee
(accrued/paid) (£'000)
1,174
Any other material fees
(accrued/paid) to service
providers (£'000)
120
Earnings per Maven VCT 5 Share
(p)
2.00
Dividends paid per Maven VCT 5
Share (in the period) (p)
2.10
Dividends paid per Maven VCT 5
Share (in respect of the period)
(p)
2.00
(including
proposed
final
dividend of 1.00 on 9 May 2025)
NAV per Maven VCT 5 Share (p) 32.39
Balance sheet for closed end funds
Year
ended
30
November
2024
(audited)
Total net assets (£'000) 67,389

Save as disclosed in this document, there have been no other significant new matters relating to the Companies since the publication of the Prospectus.

Dated: 17 April 2025

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