Prospectus • Nov 18, 2010
Prospectus
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Maven Income and Growth VCT PLC Maven Income and Growth VCT 2 PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 4 PLC
November 2010
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, you should consult a person authorised under the Financial Services and Markets Act 2000 immediately.
Maven Income and Growth VCT PLC
(Incorporated in England and Wales under the Companies Act 1985 with registered number 3908220)
Maven Income and Growth VCT 2 PLC
(Incorporated in England and Wales under the Companies Act 1985 with registered number 4135802)
Maven Income and Growth VCT 3 PLC
(Incorporated in England and Wales under the Companies Act 1985 with registered number 4283350)
Maven Income and Growth VCT 4 PLC (Incorporated in Scotland under the Companies Act 1985 with registered number SC272568)
The 2010/11 Offer will be open from 12 noon on 18 November 2010 until the earlier of 12 noon on 5 April 2011 and the date on which the Maximum Subscription is reached.
The 2011/12 Offer will be open from 12 noon on 18 November 2010 until the earlier of 12 noon on 29 April 2011 and the date on which the Maximum Subscription is reached.
Please note that there are bank holidays on the following dates which might affect postal deliveries:
Good Friday 22 April 2011 Easter Monday 25 April 2011
Accordingly, it is recommended that anyone wishing to subscribe should do so as early as possible.
The Boards of the relevant Companies may, in their absolute discretion, decide to extend the Offer. The Offer is not being underwritten and is not subject to reaching a minimum aggregate subscription level. The minimum subscription per investor is £5,000.
Completed Application Forms in respect of the Offer should be delivered to: Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and must be received by Capita Registrars by the times and dates shown above. Applications which are received after 12 noon on 5 April 2011 will not be processed for the 2010/11 tax year.
The procedure for Applications under this Offer is set out on page 5. An Application Form is included within this document, together with the Terms and Conditions of Application on pages 14 and 15.
The Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa or their respective territories or possessions, and documents should not be distributed, forwarded or transmitted in or into such territories. The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) and may not be offered, sold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa.
Maven Income and Growth VCT PLC Subscription Price per New Ordinary Share – 63.4p
(This is the unaudited NAV per Ordinary Share as at 31 August 2010, announced on 22 October 2010, adjusted for the dividend payable on 10 December 2010 and the costs of the Offer)
Maven Income and Growth VCT 2 PLC Subscription Price per New Ordinary Share – 55.4p
(This is the unaudited NAV per Ordinary Share as at 31 July 2010, announced on 24 September 2010, adjusted for the dividend paid on 12 November 2010 and the costs of the Offer)
Maven Income and Growth VCT 3 PLC Subscription Price per New Ordinary Share – 79.8p
(This is the unaudited NAV per Ordinary Share as at 31 August 2010, announced on 14 October 2010 and adjusted for the costs of the Offer)
Maven Income and Growth VCT 4 PLC Subscription Price per New Ordinary Share – 91.7p
(This is the unaudited NAV per Ordinary Share as at 30 June 2010, announced on 16 August 2010 and adjusted for the dividend paid on 27 September 2010 and the costs of the Offer)
This Offer Document, which constitutes a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000, has been approved, for the purposes of that section only, by Maven Capital Partners UK LLP (Maven). Maven is authorised and regulated by the Financial Services Authority (FSA number 495929) in the United Kingdom pursuant to the Financial Services and Markets Act 2000. Maven has given, and has not withdrawn, its consent to the inclusion of the reference to its name in the form and context in which it is included.
In approving this document Maven is acting solely for the Companies and for no-one else, and will not be responsible to anyone other than the Companies for providing the protections afforded to customers of Maven or for providing financial advice in relation to the subject matter of this Offer Document.
No person has been authorised to issue any promotion or give any information or make any representations in connection with the Offer, other than those contained in this document and if issued, given or made such promotions, information or representations must not be relied upon as having been authorised by the Companies or Maven. This document does not constitute either a prospectus or listing particulars.
Maven has taken reasonable care to ensure that all facts in this document are fair, clear and not misleading at the date stated on this document, and that there are no other material facts which have been omitted, which would make any part of this document insufficient, unclear, unfair or misleading. The attention of prospective investors is drawn to the contents of the section in this document entitled "Risk Factors" on page 7.
| Offer opens | 18 November 2010 |
|---|---|
| First allotment by | 1 February 2011 |
| Dealings commence | within three business days of each allotment |
| Share certificates dispatched and CREST accounts credited | within ten business days of each allotment |
| Offer closes | |
| 2010/11 Offer - | 12 noon on 5 April 2011* |
| 2011/12 Offer - | 12 noon on 29 April 2011* |
| * Latest time and date of receipt for postal or hand delivered applications |
The Offer will close earlier than the dates stated above if it is fully subscribed before then. The Directors of each Company reserve the right to close the Offer earlier or to extend the Offer and to accept applications and issue New Ordinary Shares at any time prior to or after the Closing Date. The Offer is not underwritten. There is no minimum aggregate subscription to the Offer. The minimum subscription per investor is £5,000.
Initial commission is payable to authorised financial intermediaries, usually at 3% of the sum subscribed, for valid Applications accepted and received within the Offer period. Trail commission will be paid over a four year period to authorised financial intermediaries whose clients' total accepted Applications exceed £199,000. Trail commission will usually be payable in four instalments, each of 0.5% of the sum subscribed, in respect of valid Applications attributable to the relevant authorised financial intermediary. These amounts will be payable as at 31 December 2012, 2013, 2014 and 2015, based on the sum subscribed. Trail commission will cease to be payable in respect of a Company if the New Ordinary Shares are sold, the Company is wound up or the Applicant ceases to be a customer of the authorised financial intermediary.
The Board of each Company has decided to raise further funds this year, using a similar linked offer to that which was available until April 2010. The funds raised will allow the Companies to make further new, later stage private company investments at a time when the Maven team is seeing significant levels of deal flow and the limited availability of bank debt is forcing many good quality companies to seek to raise capital from other sources. Well managed generalist VCTs have the resources and experience to benefit from this funding gap. The increased funds will also enable each Company to spread its costs over a larger asset base to the benefit of all Shareholders.
Each Board has agreed that the Companies should jointly make an offer for subscription of New Ordinary Shares to raise up to £6.4 million in aggregate. Maven is acting solely as administrator to the Offer and is responsible for preparing investor documentation, including information about the Manager.
Each Company is seeking to raise the maximum permitted under the Offer, without the higher costs associated with a full prospectus. Accordingly, the amount which each Company can raise is restricted to 10% of its listed share capital, which means an aggregate of up to £6.4 million can be raised. Each investor's subscription will be split between the four Companies as set out on pages 4 and 9, pro rata to the most recently published NAVs of the Companies prior to the publication of this Offer Document. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares in the relevant Company from their date of issue.
Each of the Maven Income and Growth VCTs aims to achieve long term capital appreciation and to generate maintainable levels of income for Shareholders.
The Manager aims to provide investors with a total return greater than that likely from direct investment in quoted companies by investing in a portfolio of carefully selected smaller companies with good growth prospects and the capacity to pay a significant ongoing income to the Companies.
Existing Shareholders in each Company will be able to add to their current holdings while new investors will gain access to the existing portfolio of investee companies, where many are approaching maturity.
Investors will also benefit from up to 30% income tax relief on their subscriptions for New Ordinary Shares, for one or both of the tax years 2010/11 and 2011/12, which would not be available if the shares were purchased on the open market.
The Companies each have a policy of distributing regular tax-free dividends to Shareholders, subject to the availability of reserves and maintaining the longer term stability of the NAV, and have a recent history of paying final and interim dividends. New Ordinary Shares will be eligible for all dividends, both from the net revenue of the Companies and from capital gains, paid after their issue date.
During the six year period since the team now at Maven took over the management of the Companies, the level of dividends paid by the longer established VCTs has substantially increased. For example, in the four years to 2004 Maven Income and Growth VCT paid a total of 9.5p per share in dividends, an average of 2.4p per year. From 2005 to 2010 the total amount of dividends paid by that Company has been 28.6p per share, an average of 4.8p per year.
Each of the Companies has its own agreement with the Manager for the provision of investment management services. Annual management fees are generally 2.5% of gross assets. Maven Income and Growth's fee is 27.5% of the increase in NAV subject to a minimum annual fee of 1.4% of NAV and a maximum of £1.25 million in any one year. Maven Income and Growth VCT 2 and Maven Income and Growth VCT 4 each has a performance fee of 20% of the increase in NAV, subject to a high watermark, and Maven Income and Growth VCT 4 has a cap of 3.5% on its total expense ratio. Further information on the management agreements is provided in the annual reports of the Companies, which are available on the Maven website at www.mavencp.com/reports.
A summary of the tax reliefs available under the current VCT scheme rules is set out in Appendix 3 on page 10. Investors should seek their own professional advice as to how these rules will apply to their individual circumstances.
A subscription will purchase New Ordinary Shares in each Company and be allocated between the four Companies pro rata to their most recently published NAVs at the date of publication of the Offer. Shares will be allotted at the Subscription Price for each Company (as detailed under Subscription Price on page 2). The Subscription Price is determined by the most recently published NAV per Ordinary Share at the date of the launch of the Offer, regardless of any change during the Offer period, adjusted to reflect the cost of the Offer and any dividend payments made between the date of announcement of the NAV and the date of the Offer. Calculations may be subject to rounding and the number of shares allotted will be rounded down to the nearest whole number.
The advantage of using a fixed Subscription Price for each Company throughout the Offer period is that it makes clear the basis on which the allocation of the New Ordinary Shares is calculated and avoids the need to announce a new Subscription Price when an updated NAV is announced by any Company.
By way of example, an investment of £10,000 in the Offer (minimum subscription £5,000), would be allocated as follows:
| Subscription Price per New Ordinary Share |
Pro rata share of amount subscribed |
Number of New Ordinary Shares |
|
|---|---|---|---|
| p | £ | to be allotted | |
| Maven Income and Growth VCT | 63.4 | 3,508.33 | 5,533 |
| Maven Income and Growth VCT 2 | 55.4 | 1,953.16 | 3,525 |
| Maven Income and Growth VCT 3 | 79.8 | 3,417.38 | 4,282 |
| Maven Income and Growth VCT 4 | 91.7 | 1,121.13 | 1,222 |
| 10,000.00 |
Further details of the basis of this calculation are given in Appendix 2 on page 9.
The net proceeds of the Offer, after the payment of expenses, will be pooled with the existing cash resources of the Companies and may be utilised as follows:
Under the VCT rules, an investment out of the proceeds of the Offer can only be made in VCT qualifying companies which have:
Certain changes are to be introduced to the Venture Capital Trust scheme in the Finance (No. 3) Act 2010, and these changes are summarised in Appendix 3 on page 10.
The Companies will pay to Maven an aggregate fee of 5% of the amount raised, charged to each of the Companies in proportion to its level of participation in the Offer. Maven will meet the costs of the issue from this fee, including the printing, marketing and legal costs, together with any amounts payable to authorised financial intermediaries as initial commission.
Profiles of the Directors can be found in the annual reports for each Company and are available on the Maven website at www.mavencp.com/vct-range
The Terms and Conditions of Application are set out on pages 14 and 15 of this document, and should be read in full.
Investors are invited to subscribe an amount in pounds sterling rather than to apply for a particular number of New Ordinary Shares.
The minimum subscription is £5,000. Shares will be acquired in each of the four Companies in the proportions shown on page 4. There is no maximum individual subscription level under the Offer but the maximum amount of VCT investment on which tax relief is available is currently restricted to £200,000 for each of the 2010/11 and 2011/12 tax years.
New Ordinary Shares will normally be allocated on a first-come first-served basis, but the Directors reserve the right in their absolute discretion to determine the basis of allocation. The right is also reserved to reject in whole or in part and/or to scale down and/or to ballot any Application. Investors and/or authorised financial intermediaries are advised to check the status of the Offer by contacting Maven in order to avoid submitting Applications which may be rejected after the Offer has been closed.
An Application Form is included within this document. Completed Application Forms should be sent or hand delivered to Capita Registrars at the address shown on the Application Form, together with a remittance for the combined sum subscribed for the 2010/11 and 2011/12 tax years.
Payments must be made by cheque or bankers' draft in pounds sterling drawn on a United Kingdom branch of a bank or building society. Cheques, which must be drawn on the personal account of the individual investor where they have sole or joint title to the funds, should be made payable to "Capita Registrars Limited re: Maven Income and Growth VCTs" and crossed "A/C Payee". The account name should be the same as that shown on the application form. Third party cheques will not be accepted, with the exception of cheques or bankers' drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the cheque/draft to that effect.
The closing date for Applications to be received by Capita Registrars in respect of the 2010/11 tax year is 12 noon on 5 April 2011, and for the 2011/12 tax year is 12 noon on 29 April 2011, unless the Offer is fully subscribed at an earlier date or is extended.
Note: 2010/11 Applications received by Capita Registrars after 12 noon on 5 April 2011 will not be processed in respect of the 2010/11 tax year.
In Part 5 of the Application Form an authorised financial intermediary can elect to waive all or part of the initial commission in favour of subscription for additional New Ordinary Shares for the Applicant.
Money Laundering Regulations – if you complete and stamp Part 5 of the Application Form on page 11, you are warranting that the Applicant is known to you and that you have completed all the verification procedures as required by the relevant rules and guidance of the FSA, the Joint Money Laundering Steering Group Guidance Notes and other anti-money laundering laws and regulations as may be considered appropriate.
You also confirm that this information can be relied upon by Capita Registrars and will, subject to reasonable notice, be made available to the Companies or Capita Registrars for inspection upon request. In the event of delay or failure to produce such information, the Companies may refuse to accept an application for the Offer for Subscription.
Application will be made to the premium tier of the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities.
If you have any questions about the Offer please contact the Manager, but please note that Maven cannot provide investment advice.
Tel: 0141 306 7400 Email: [email protected]
Yours sincerely
| John Pocock | Charles Nicolson |
|---|---|
| Chairman, Maven Income and Growth VCT PLC | Chairman, Maven Income and Growth VCT 2 PLC |
| Gregor Michie | Ian Cormack |
| Chairman, Maven Income and Growth VCT 3 PLC | Chairman, Maven Income and Growth VCT 4 PLC |
18 November 2010
Maven Capital Partners was formed in June 2009 when the senior members of the Private Equity division of Aberdeen Asset Management bought out that business. The key executives and services provided were unchanged, maintaining one of the best resourced teams in the VCT industry, with a wide range of industry and sector knowledge and over 100 years' combined experience of investing in UK private companies. That team had been solely responsible for VCT activities at Aberdeen since October 2004, during which time it had more than doubled funds under management. The VCTs novated their existing management agreements to Maven at the time that business was established.
Maven has a UK wide investment operation with executives operating from key regional centres in Aberdeen, Birmingham, Glasgow, London and Manchester in support of its clients. The 14 strong investment and portfolio team is able to source, execute and manage high quality private company investments across the UK, and is supported by an integrated back-office team providing fund administration services to clients, including accounting, client reporting, investor relations and company secretariat.
Bill is based in Maven's Glasgow and London offices. At Aberdeen he was Head of Growth Capital and principal fund manager of all Aberdeen-managed VCTs, responsible for the UK investment team. Formerly head of the private equity team at National Australia Bank, and having worked in the financial sector for 30 years, Bill is one of the most experienced smaller company private equity practitioners in the UK.
Bill is a Fellow of the Chartered Institute of Bankers in Scotland, and has an MBA from Strathclyde University.
Andrew is responsible for new investments in Central Scotland and the North of England. He joined Aberdeen in 2004, having previously been with Bank of Scotland Corporate Banking in Edinburgh where he worked primarily on UK mid-market buy-outs. Prior to joining Bank of Scotland in 1999 he worked in Business and Corporate Banking at Clydesdale Bank for 10 years.
Andrew is a Member of the Chartered Institute of Bankers in Scotland.
Jock is based in Aberdeen and leads the team responsible for Maven's investments in the North and East of Scotland, as well as energy sector investments across the UK. He joined Aberdeen in 1996, before moving into the Private Equity division in 1998. Previously, Jock was a manager in the Audit and Corporate Finance departments of KPMG.
Jock has a BSc (Hons) from Aberdeen University and qualified as a Chartered Accountant while with KPMG.
Stella is based in London and is responsible for new unlisted investments as well as Maven's AIM portfolio. She joined Aberdeen in 2005 from London broker Seymour Pierce, where she advised companies listing on AIM and managed a VCT. 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, and is a Fellow of the Securities Institute.
Andrew is based in Maven's Birmingham and London offices and is responsible for new investments in The Midlands and Southern England. He joined Aberdeen 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.
Bill is Head of Finance at Maven and has responsibility for the fund administration, accounting and company secretariat functions. He joined Aberdeen 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 this, he was responsible for fund administration and accounting at Murray Johnstone.
Bill has a BA in Accountancy, and qualified as a Chartered Accountant whilst with Arram Berlyn Gardner in London.
In the opinion of the Directors, investing in the Companies carries the following material risks.
The value of the New Ordinary Shares and the income from them can fluctuate and Shareholders might not receive back the full amount invested.
The past performance of the Companies and/or investments managed by Maven should not be regarded as an indication of the future performance of the Companies.
There is no guarantee that dividend levels will be maintained.
As in any business, there is no guarantee that the Companies' objectives will be met or that suitable investment opportunities will be available.
There is no guarantee that the market prices of the New Ordinary Shares will fully reflect their underlying Net Asset Values, or that Shareholders will be able to buy and sell at those prices. There is a limited secondary market for VCT shares and most trade at prices below their Net Asset Values. It is unlikely that a liquid market in the New Ordinary Shares will develop and there might not be two competitive market makers.
As with all VCTs, although it is intended that the Companies will be managed so as to retain their VCT status, there is no guarantee that such status will be maintained. If a Company fails to meet the qualifying requirements for a VCT, this could result in:
The tax reliefs referred to in this document are those currently available and their value depends on the individual circumstances of investors.
Most of the Companies' investments will be in companies whose securities are not publicly traded or freely marketable and might, therefore, be difficult to realise.
Most of the Companies' investments will be in small companies which might have limited trading records and might not produce anticipated returns.
In order to comply with VCT legislation, companies deemed appropriate as VCT 'qualifying investments' must have gross assets of not more than £7 million immediately prior to investment and not more than £8 million immediately post investment. These tests are applied on a group basis if applicable. Such companies generally have a higher risk profile than larger companies. Within three years, 70% of a VCT's investments must be in 'qualifying investments'. Changes in legislation concerning VCTs in general, VCT qualifying investments and qualifying trades in particular, might restrict or adversely affect the ability of the Companies to meet their objectives and/or reduce the level of returns which would otherwise have been achievable.
There is a range of opinions on the general economic outlook in the UK but, given that Government spending cuts are yet to have their full impact on the economy and consumer confidence, it is clear that both low growth and low interest rates are likely to persist for at least the medium term. Bank debt will also remain scarce for private companies and, where available, will be significantly more expensive.
This more difficult environment for raising capital creates opportunities for well-managed mature VCTs and enables Maven to continue its policy of constructing an attractive and diversified portfolio of established private company holdings for its VCT clients.
The investment policy of each VCT allows investment in AIM and PLUS quoted companies. However, the Manager considers that historical returns on those markets have not been sufficiently attractive and that liquidity remains poor, so exposure to AIM and PLUS is being selectively reduced to allow an increased focus on high-yielding established private companies.
The following sections highlight the significant private company transactions made by each of the Companies during the twelve months to 31 October 2010. A number of investments were made into unlisted companies that have been established to make acquisitions in specific sectors, including Hotels and Leisure, Energy Services, Transport and Distribution, and IT Services.
Each Company provides detailed financial, investment, portfolio and other information on a quarterly basis through its interim and annual reports and interim management statements.
A copy of the Maven Income and Growth VCT Annual Report for the year ended 28 February 2010 and its interim report for the six months ended 31 August 2010 is available on request by calling 0141 306 7400 or at www.mavencp.com/reports.
During the twelve months ended 31 October 2010, Maven Income and Growth VCT invested a total of £3,479,742 in 13 new and follow-on unquoted investments, including: £341,055 in Torridon Capital, which was the vehicle for the public-to-private acquisition of quoted insurance company LitComp; £250,000 in Tosca Penta Capital, which is an investment in the esure group of companies; £358,047 in Venmar, trading as XPD8 Solutions, which operates in the fast growing condition monitoring and asset integrity segment of the oil and gas industry; and £447,545 in Flexlife Group, which services the flexible pipe and sub-sea technology industry.
During the same period, a total of £1,389,298 was realised from unquoted investments, compared with cost of £778,887, resulting in a gain of £610,411. This included the realisation of the investment in Cyclotech for £978,217 compared with cost of £348,125, resulting in a gain of £630,092 and an IRR of 51%.
A copy of the Maven Income and Growth VCT 2 Annual Report for the year ended 31 January 2010 and its interim report for the six months ended 31 July 2010 is available on request by calling 0141 306 7400 or at www.mavencp.com/reports.
During the twelve months ended 31 October 2010, Maven Income and Growth VCT 2 invested a total of £1,552,282 in 14 new and follow-on unquoted investments, including £169,218 in Torridon Capital, £150,000 in Tosca Penta Capital, £198,914 in Venmar and £248,636 in Flexlife Group.
During the same period, unquoted investments totalling £962,098 were sold, compared with costs of £500,873, resulting in a gain of £461,225. The sale of Cyclotech realised proceeds of £698,713 for a gain of £450,052 and an IRR of 51%.
A copy of the Maven Income and Growth VCT 3 Annual Report for the year ended 30 November 2009 and its interim report for the six months ended 31 May 2010 is available on request by calling 0141 306 7400 or at www.mavencp.com/reports.
During the twelve months ended 31 October 2010, Maven Income and Growth VCT 3 invested a total of £3,961,593 in 17 new and follow-on unquoted investments, including £341,054 in Torridon Capital, £250,000 in Tosca Penta Capital, £358,047 in Venmar and £596,727 in Flexlife Group.
Sales of unquoted investments during the same period totalled £1,160,828 compared with costs of £590,527, resulting in a gain of £570,301. The realisation of Cyclotech generated proceeds of £1,117,940, compared with cost of £397,857, resulting in a gain of £720,083 and an IRR of 51%.
A copy of the Maven Income and Growth VCT 4 Annual Report for the year ended 31 December 2009 and its interim report for the six months ended 30 June 2010 is available on request by calling 0141 306 7400 or at www.mavencp.com/reports.
During the twelve months ended 31 October 2010, Maven Income and Growth VCT 4 invested a total of £ 3,178,345 in 16 new and follow-on unquoted investments, including £190,874 in Torridon Capital, £175,000 in Tosca Penta Capital, £233,722 in Venmar and £333,174 in Flexlife Group.
Sales of unquoted investments during the same period totalled £1,014,876, compared with costs of £384,787, resulting in a gain of £630,089. The realisation of Cyclotech generated proceeds of £978,214, compared with cost of £348,125, resulting in a gain of £630,089 and an IRR of 51%.
The following example is based on a subscription under the Offer of £10,000 (£5,000 is the minimum subscription amount) in New Ordinary Shares and is for illustrative purposes only. The Subscription Price is based on the latest published NAV per share of each Company prior to the publication of this Offer Document, adjusted to reflect the initial cost of the Offer and any dividend payments made between the date of announcement of the NAV and the date of the Offer. The number of Shares to be allotted will be determined by the Subscription Price for each Company and will be subject to rounding.
| Unaudited NAV per Ordinary Share1 |
Unaudited NAV £'0001 |
Subscription Price per New Ordinary Share2 |
Pro rata share of amount subscribed |
Number of New Ordinary Shares to be |
|
|---|---|---|---|---|---|
| p | p | £ | allotted | ||
| Maven Income and Growth VCT | 60.2 | 22,875 | 63.4 | 3,508.33 | 5,533 |
| Maven Income and Growth VCT 2 | 52.6 | 12,735 | 55.4 | 1,953.16 | 3,525 |
| Maven Income and Growth VCT 3 | 75.8 | 22,282 | 79.8 | 3,417.38 | 4,282 |
| Maven Income and Growth VCT 4 | 87.1 | 7,310 | 91.7 | 1,121.13 | 1,222 |
| 10,000.00 3 |
1 Latest published NAV information prior to the Offer launch date, adjusted for any dividends paid.
Maven Income and Growth VCT unaudited NAV per Ordinary Share as at 31 August 2010, announced on 22 October 2010 and adjusted for the interim dividend payable on 10 December 2010.
Maven Income and Growth VCT 2 unaudited NAV per Ordinary Share as at 31 July 2010, announced on 24 September 2010 and adjusted for the interim dividend paid on 12 November 2010.
Maven Income and Growth VCT 3 unaudited NAV per Ordinary Share as at 31 August 2010, announced on 14 October 2010.
Maven Income and Growth VCT 4 unaudited NAV per Ordinary Share as at 30 June 2010, announced on 16 August 2010 and adjusted for the interim dividend paid on 27 September 2010.
2 Based on the NAV per Ordinary Share, adjusted for the initial costs of the Offer.
3 For other subscription amounts, New Ordinary Shares will be allotted in the same proportion.
The following is only a summary of the current law concerning the tax position of individual investors in VCTs. Potential investors who are in any doubt about the taxation consequences of investing in a VCT are urged to consult their own independent professional advisers. The attention of prospective investors is drawn to the section in this document entitled "Risk Factors" on page 7.
The tax reliefs set out below are available to individuals aged 18 or over who subscribe under the Offer for New Ordinary Shares. Tax reliefs will only be given to the extent that an individual's total investments in VCTs in any tax year do not exceed the qualifying limit, which is currently £200,000. Investors who intend to invest more than £200,000 in VCTs in any one tax year should seek professional advice.
Income tax relief at the rate of 30% will be available on subscriptions for shares up to a maximum of £200,000 in any tax year. Relief is limited to the amount which reduces the investor's income tax liability to nil. This relief must be repaid should the shares be sold or otherwise disposed of within five years.
An investor who acquires up to a maximum of £200,000 of Ordinary Shares in a VCT in any given tax year will not be liable to UK income tax on dividends paid by the VCT on those shares.
A disposal by an investor of Ordinary Shares (whether acquired by subscription for new shares or subsequent acquisition) in a VCT will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax. This relief is limited to disposals of Ordinary Shares acquired within the limit of £200,000 for any tax year.
On the death of an investor or a spouse who has acquired shares in a VCT within marriage, no capital gains tax or income tax will become payable, by either the investor, their spouse or anyone inheriting the shares, as a result of the death.
Each investor will be issued with a certificate by Capita Registrars which can be used to claim income tax relief. Relief can either be claimed immediately by obtaining an adjustment to their tax coding from HMRC, or by waiting until the end of the tax year and using their tax return.
Investors who are not resident in the UK, or who may cease to be resident in the UK, should seek their own professional advice as to the consequences of making an investment in a VCT.
Finance (No. 3) Act 2010 will make certain changes to the Venture Capital Trust scheme, which will become effective on a commencement date yet to be announced, but expected to be between 1 January and 6 April 2011. In summary, these changes will:
Linked VCT Offer Application Form
| Title | Daytime Phone No. |
|---|---|
| Surname | |
| Forename(s) Address |
Date of Birth (dd/mm/yyyy) |
| Postcode | National Insurance No. |
I apply to subscribe the following amount (minimum £5,000) under the Offer:
| in 2011/2012 tax year £ Total £ |
||
|---|---|---|
| in 2010/2011 tax year | £ | |
(or such smaller amount for which this Application is accepted) on the Terms and Conditions set out in this Offer Document dated 18 November 2010.
Cheques and banker's drafts should be: for the amount entered in the section marked Total above; made payable to "Capita Registrars Limited re: Maven Income and Growth VCTs" and crossed "A/C Payee"; and pinned or stapled to this Application Form.
If this form is completed and signed by the investor named in Part 1
By signing this form I hereby declare that:
If this form is completed and signed by an authorised financial intermediary or any person other than the investor By signing this form on behalf of the individual whose details are shown above, I make a declaration on behalf of such individual on the terms of sub-paragraphs (i) to (iii) above.
HMRC may inspect this declaration. It is a serious offence to make a false declaration.
Signature Date (dd/mm/yyyy)
PLEASE TURN OVER
Linked VCT Offer Application Form
If you wish all future dividend payments to be paid directly into your bank or building society account, please complete and sign the mandate below.
| Sort Code Name of Bank or Building Society |
Account No. (please quote all digits including zeros) |
|---|---|
| Title of Branch | Account Name |
| Address of Branch | Signature |
| Postcode | Date (dd/mm/yyyy) |
If you are applying through an authorised financial intermediary, please send this form to them for completion of Part 5; otherwise, please disregard Part 5, and return this form directly to Capita Registrars at the address shown below.
Completion of the box below indicates that the authorised financial intermediary is duly authorised to transact investments of this type under the Financial Services and Markets 2000 and confirms that the requirements of the Money Laundering Regulations 2007 have been complied with.
Initial commission is payable to authorised financial intermediaries at 3% of the sum subscribed. Trail commission is payable at 0.5% pa on the amount subscribed for four years (see page 2). In order to receive commission you must complete and stamp the boxes below. By completing these boxes you are deemed to have given the warranty set out on page 5 in respect of the Money Laundering Regulations.
| Stamp of authorised financial intermediary if applicable |
Firm Name |
|---|---|
| Contact Name/Number | |
| FSA Number | Signature and Date |
If any element of the initial commission is waived, it will be available for subscription for additional New Ordinary Shares in accordance with the Terms and Conditions of Application.
| Box A Pay to intermediary |
Box B Waive and reinvest |
Box C Total |
For official use only |
||
|---|---|---|---|---|---|
| % + | % = | 3% |
Indicate in Boxes A and B how much commission (expressed as a % of the Total subscription detailed in Part 2) you wish to receive, and how much you wish to waive in favour of the Applicant named in Part 1.
Send or deliver the completed Application Form, together with the cheque or banker's draft, to: Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to arrive (in relation to Applications for the 2010/2011 tax year) no later than 12 noon on Tuesday 5 April 2011 or (for the 2011/2012 tax year) no later than 12 noon on Friday 29 April 2011.
The following definitions apply throughout this document, unless otherwise expressed or the context otherwise requires:
| Aberdeen or Aberdeen Asset Management | Aberdeen Asset Management PLC |
|---|---|
| AIM | a market operated by the London Stock Exchange plc, formerly known as the Alternative Investment Market |
| Applicant | the person applying for Shares using the Application Form |
| Application | an application for New Ordinary Shares under the Offer |
| Application Amount | the amount subscribed by the Applicant under the Offer |
| Application Form | the form on pages 11 and 12 of this document |
| Application Procedure | as set out on page 5 |
| Articles of Association or Articles | the articles of association of the relevant Company |
| Board or Directors | the directors of the relevant Company |
| Capita Registrars or Registrars | a trading division of Capita Registrars Limited |
| Closing Date | the date by which completed Application Forms and payment must be received by Capita Registrars |
| Company(ies) | Maven Income and Growth VCT PLC, Maven Income and Growth VCT 2 PLC, Maven Income and Growth VCT 3 PLC and/or Maven Income and Growth VCT 4 PLC |
| HMRC | HM Revenue and Customs |
| Investment Allocation | the basis for determining the allocation of New Ordinary Shares, as described on page 4 |
| Maven Capital Partners, Maven or Manager | Maven Capital Partners UK LLP |
| Maximum Subscription | £6.4 million, allocated between the Companies in accordance with the Investment Allocation, subject to scaling back to ensure that no Company allots more than 10% of its listed share capital under the Offer |
| Net Asset Value or NAV | net asset value of the relevant Company |
| New Ordinary Shares | Ordinary Shares of 10p each in each of the Companies, issued under the Offer |
| Offer | the proposed linked offer for subscription by the four Companies in respect of the tax years 2010/11 and 2011/12, on the terms of this document |
| Offer Document | this document |
| Ordinary Shares | Ordinary Shares of 10p each in the relevant Company |
| Shareholders | holders for the time being of New Ordinary Shares and/or existing Shares in any Company |
| Shares | New Ordinary Shares and/or existing Ordinary Shares in any Company |
| Subscription Price or Offer Price | the price per New Ordinary Share in each Company, as determined by the Investment Allocation |
| Terms and Conditions | the terms and conditions of application, contained in this document on pages 14 and 15, which should be read in full when completing the Application Form |
| VCT or Venture Capital Trust | a company which is, for the time being, approved as a venture capital trust under Section 842AA of the Taxes Act |
(g) agree that, in respect of those New Ordinary Shares for which your Application has been received and processed and not rejected, acceptance of your Application shall be constituted by the relevant Company instructing Capita Registrars to enter your name on the share register of the relevant Company;
(h) agree that all documents in connection with the Offer and any returned monies will be sent at your risk and may be sent to you at your address as set out in the Application Form;
person will also be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained in these Terms and Conditions of Application and undertake (save in the case of signature by an authorised financial adviser on behalf of the investor) to enclose a power of attorney or a copy thereof duly certified by a solicitor with the Application Form;
payable in respect of the New Ordinary Shares allocated for each such Application Form at the rates specified in Part 5 of the Application Form. Authorised financial intermediaries may agree to waive part or all of their initial commission in respect of an Application. If this is the case, then the Application Amount will be increased by an amount equivalent to the amount of commission waived. Authorised financial intermediaries should keep a record of Application Forms submitted bearing their stamp to substantiate any claim for their commission.
Company Secretary to the Companies:
Sutherland House 149 St. Vincent Street Glasgow G2 5NW Tel 0141 306 7400 Fax 0141 248 8093
www.mavencp.com
Maven Capital Partners UK LLP is authorised and Regulated by the Financial Services Authority
MAV/VCT APP 1110
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