MAVEN INCOME AND GROWTH VCT 3 PLC

Prospectus • Mar 20, 2019

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 (AS AMENDED BY THE FINANCIAL SERVICES ACT 2012) (''FSMA'').

THIS DOCUMENT HAS BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS RULES MADE UNDER FSMA AND HAS BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY (''FCA'') IN ACCORDANCE WITH FSMA AND CONSTITUTES A SUPPLEMENTARY PROSPECTUS (THE "SUPPLEMENTARY PROSPECTUS") ISSUED BY MAVEN INCOME AND GROWTH VCT PLC AND MAVEN INCOME AND GROWTH VCT 5 PLC ("MAVEN VCT 1" AND "MAVEN VCT 5" 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 26 SEPTEMBER 2018, 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"). 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 FCA.

THIS DOCUMENT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH THE PROSPECTUS DIRECTIVE, 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.

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 PLC

(Registered in England and Wales with registered number 03908220)

Maven Income and Growth VCT 5 PLC

(Registered in England and Wales with registered number 04084875)

Events arising since publication of the Prospectus on 26 September 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 financial statements for the year ended 30 November 2018 by MAVEN VCT 5. 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 under section 87Q(4)–(6) of FSMA where an allotment of shares has not yet been made in respect of that application, with the Companies accepting withdrawals of such applications until 5 p.m. on 22 March 2019. 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 and the original 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 and the original Prospectus are available free of charge from the registered offices of MAVEN VCT 1 and MAVEN VCT 5 at Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF and from the Maven website: www.mavencp.com/vctoffer.

1 Significant new factor relating to MAVEN VCT 5

On 28 February 2019, MAVEN VCT 5 announced its annual financial results for the year ended 30 November 2018 (the "MAVEN VCT 5 2018 Accounts"). MAVEN VCT 5's auditor, Deloitte LLP, has reported on the MAVEN VCT 5 2018 Accounts without qualification and without statements under sections 495 to 497 of the CA 2006.

The MAVEN VCT 5 2018 Accounts 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 5 2018 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 2018 and are being incorporated by reference into this Supplementary Prospectus. In the MAVEN VCT 5 2018 Accounts, MAVEN VCT 5 reported that, as at 30 November 2018, the net assets attributable to the Ordinary Shares were £28,260,000, giving a net asset value per Ordinary Share of 37.54p.

Copies of the MAVEN VCT 5 2018 Accounts can be obtained free of charge from the offices of the investment manager, Maven Capital Partners UK LLP, at Kintyre House, 205 West George Street, Glasgow G2 2LW and are available on MAVEN VCT 5's website (www.mavencp.com/migvct5). The parts of the MAVEN VCT 5 2018 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 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, the statements in or incorporated by reference in this Supplementary Prospectus will prevail.

The information set out below relating to MAVEN VCT 5 is incorporated by reference in this document and is supplemental to paragraph B of Part III of the Registration Document that 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 5 2018 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 5 2018 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	Pages 50 to 56

Information incorporated by reference	Page references of the MAVEN VCT 5 2018 Accounts
Objective	Page 12
Performance summary	Page 4
Results and dividend	Page 4 and page 3
Investment policy	Page 12
Chairman's statement	Pages 8 to 10
Managers' review/Interim review	Pages 17 to 23
Portfolio summary	Pages 30 and 31
Valuation policy	Pages 61 and 62

Information incorporated by reference	Page references of the MAVEN VCT 5 2018 Accounts
Net return on ordinary activities before taxation	Page 57
Earnings per Ordinary Share	Page 57
Dividends declared per Ordinary Share	Page 4
Net assets	Page 4
NAV per Ordinary Share	Page 4

3 Supplements to the Summary

As a result of the publication of the MAVEN VCT 5 2018 Accounts, the summary document which forms part of the Prospectus is hereby supplemented as follows:

B7	Selected financial	Certain selected historical information of MAVEN VCT 5, which has been
	information and	extracted without material adjustment from the audited financial statements
	statement of any	referenced in the following table, is set out below:
	significant changes
			Financial year end to 30 November
			2018 (audited)
		Net return on ordinary activities before taxation (£'000)	2,209
	Earnings per Ordinary Share (p)	2.91
	Dividends declared per Ordinary Share (p)	3.70
	Net assets (£'000)	28,260
		Net asset value per Ordinary Share (p)	37.54
		Save in respect of amounts raised by MAVEN VCT 5 pursuant to the Prospectus (being approximately £19.0 million (before costs) as at 20 March 2019), there has been no significant change in the financial condition and operating results of MAVEN VCT 5 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 5
the audit reports	in respect of each of the four years ended 30 November 2018.

B45 Investment portfolio	MAVEN VCT 5 invests in a diversified portfolio of small and medium sized growth companies, whether unlisted or quoted. A summary of MAVEN VCT 5's unquoted and quoted portfolio (as at 30 November 2018) is set out below:
			MAVEN VCT 5 (valuations as at 30 November 2018)
	Investment	Cost £'000	Valuation £'000	% of net asset value
	Unlisted	15,767	14,322	50.7
	AIM / NEX	10,649	8,552	30.2
	Other	56	68	0.2

B46 Most recent net	As at 28 February 2019 (the latest date in respect of which MAVEN VCT 5 has
asset value per	published its NAV per Share), the audited NAV per Ordinary Share for MAVEN VCT
Ordinary Share	5 was 36.94p.

4 Supplement to the Registration Document

As a result of the publication of the MAVEN VCT 5 Accounts, the paragraph entitled "No Significant Change" on page 18 of the Registration Document is hereby supplemented as follows:

Save for the publication of the MAVEN VCT 5 2018 Accounts, there has been no significant change in the financial or trading position of MAVEN VCT 5 since 30 November 2018 (being the last date up to which MAVEN VCT 5 has published audited annual financial information).

20 March 2019