Registration Form • Oct 20, 2014
Registration Form
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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 CONSTITUTES A REGISTRATION DOCUMENT (THE REGISTRATION DOCUMENT) ISSUED BY MAVEN INCOME AND GROWTH VCT PLC (MAVEN VCT 1), MAVEN INCOME AND GROWTH VCT 2 PLC (MAVEN VCT 2), MAVEN INCOME AND GROWTH VCT 3 PLC (MAVEN VCT 3), MAVEN INCOME AND GROWTH VCT 4 PLC (MAVEN VCT 4) AND MAVEN INCOME AND GROWTH VCT 5 PLC (MAVEN VCT 5) (TOGETHER THE COMPANIES). ADDITIONAL INFORMATION RELATING TO THE COMPANIES IS CONTAINED IN A SECURITIES NOTE ISSUED BY THE COMPANIES (THE SECURITIES NOTE). THIS REGISTRATION DOCUMENT, THE SECURITIES NOTE 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 COMPANIES DATED 20 OCTOBER 2014. THE PROSPECTUS HAS BEEN FILED WITH THE FCA IN ACCORDANCE WITH THE PROSPECTUS RULES AND 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 Companies and the Directors (whose names are set out on page 100) accept responsibility for the information contained in this document. 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 the document is in accordance with the facts and does not omit anything likely to affect the import of such information.
| Maven Income | Maven Income | Maven Income | Maven Income | Maven Income |
|---|---|---|---|---|
| and Growth | and Growth | and Growth | and Growth | and Growth |
| VCT PLC | VCT 2 PLC | VCT 3 PLC | VCT 4 PLC | VCT 5 PLC |
| (Registered in England and Wales with registered number 03908220) |
(Registered in England and Wales with registered number 04135802) |
(Registered in England and Wales with registered number 04283350) |
(Registered in Scotland with registered number SC272568) |
(Registered in England and Wales with registered number 04084875) |
Each 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.
SGH Martineau LLP, which is regulated in the United Kingdom by the Solicitors Regulation Authority, is acting as legal adviser to the Companies and no one else and will not be responsible to anyone other than the Companies for providing advice in connection with the Offers or any other matter referred to in this document.
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 Companies and for no one else in connection with the Offers, 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 Companies for providing the protections afforded to customers of Howard Kennedy or for providing advice to them in relation to the Offers. Howard Kennedy is not making any representation or warranty, express or implied, as to the contents of this document.
Copies of this Registration Document, the Securities Note and the Summary (and any supplementary prospectus published by the Companies) are available free of charge from the offices of the Companies' investment manager, Maven Capital Partners UK LLP, at Kintyre House, 205 West George Street, Glasgow G2 2LW and on each Company's website: www.mavencp.com/migvct, www.mavencp.com/migvct2, www.mavencp.com/migvct3, www.mavencp.com/migvct4 and www.mavencp.com/migvct5.
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. No offer of the New Shares has been, nor will be, 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 Shareholders 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. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this document should read the paragraph entitled ''Overseas Investors'' on page 95 of this document before taking any action.
YOUR ATTENTION IS DRAWN TO THE RISK FACTORS ON PAGES 3 AND 4. AN INVESTMENT IN THE COMPANIES 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 | 3 |
|---|---|
| Part I: The Directors and the Manager | 5 |
| Part II: Investment Policies of the Companies | 25 |
| Part III: Financial Information on the Companies | 29 |
| Part IV: Portfolio Information | 39 |
| Part V: General Information | 54 |
| Section A: Maven VCT 1 – General Information | 54 |
| Section B: Maven VCT 2 – General Information | 60 |
| Section C: Maven VCT 3 – General Information | 67 |
| Section D: Maven VCT 4 – General Information | 74 |
| Section E: Maven VCT 5 – General Information | 81 |
| Section F: General Information on the Companies | 87 |
| Part VI: Definitions | 97 |
| Corporate Information | 100 |
The following are those risk factors which are material to each Company and of which each Company's respective Directors are aware. Material risk factors relating to the New Shares are contained in the Securities Note. Additional factors which are not presently known to the Directors, or that the Directors currently deem immaterial, may also have an effect on their respective Company's business, financial condition or results of operations.
where VCT status is lost will become taxable and a Qualifying Investor will generally be liable to income tax on the aggregate amount of the dividend and the notional tax credit equal to 1/9th of the dividend. The notional tax credit will discharge the income tax liability of a basic rate tax payer. Qualifying Investors who also pay tax at the higher or additional rate can use the notional credit against their tax liability.
The Directors of each Company are responsible for the determination of their Company's investment objective and policy and have overall responsibility for their Company's activities including the review of investment activity and performance. The Directors of each Company, together with the Manager, are determined to maintain the VCT status of their Company and in this regard recognise its critical importance to existing and potential Shareholders of their Company. Each Board has put in place procedures designed to ensure that VCT status is maintained and monitored closely through the provision of regular reports from the Manager and PricewaterhouseCoopers LLP (each Company's VCT tax status adviser) on the status of its respective Company against the various tests that the Company must meet to maintain its VCT status.
Each Board is also responsible for ensuring that its respective Company is managed so that risks to its profits and assets are minimised. They have each established an ongoing formal process to ensure that risk exposure is reviewed regularly. As part of this regular review, each Board tests market service providers in order to improve both service standards and value for money. The Directors are all non-executive and (other than Bill Nixon) are all independent of the Manager, and all have relevant experience of similar investment funds, regulatory organisations, corporate governance of listed companies, the private equity industry and investee companies. Save in respect of Bill Nixon (who is a director of Maven VCT 2, Maven VCT 3 and Maven VCT 4 and a member and managing partner of the Manager and is, therefore, interested in those contracts with the Companies referred to in paragraph 4 in each of Section A, B, C, D and E in Part V below), there are no potential conflicts of interest between any duties owed to any of the Companies by its Directors and their private interests and/or their other duties.
The Listing Rules require premium-listed companies, such as each Company, to include in their annual report and accounts a statement of how they apply the principles of good corporate governance set out in the UK Corporate Governance Code (the Code) and whether or not they have complied with the best practice provisions set out in the Code throughout their accounting period. Where any of the provisions have not been complied with, the relevant company must state the provisions in question, the period within which non-compliance occurred and the reasons for non-compliance.
Each Company is a member company of the AIC and as such has also considered the principles and recommendations of the AIC Code (by reference to the AIC Guide). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in section 1 of the AIC Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Companies. For the financial years ended 28 February 2014 (Maven VCT 1), 31 January 2014 (Maven VCT 2), 30 November 2013 (Maven VCT 3), 31 December 2013 (Maven VCT 4) and 30 November 2013 (Maven VCT 5) and as at the date of this document, each Company has complied with the recommendations of the AIC Code, except where noted below. There are certain areas of the AIC Code that the AIC does not consider relevant to VCTs and with which the Companies do not specifically comply, for which the AIC Code provides dispensation. The areas and reasons for non-compliance are set out below:
John has extensive experience in the information technology and financial sectors and was formerly a director and chief executive of Druid Group plc, a FTSE 250 company that was acquired by Xansa plc in March 2000. Currently non-executive chairman of Cognito Limited and Flexiant Limited, as well as a non-executive director of Electric & General Investment Fund Limited, he is also the founder of Young British Entrepreneur Limited and a director of Synergie Global Limited.
For over ten years prior to December 2005, Arthur was chief executive of Clyde Marine plc, a group which manufactures deck equipment for sail and power boats under the Lewmar and Navtec brands. Prior to that, he was a corporate financier with West Merchant Bank and Samuel Montagu & Co Limited in London. He is also an investor in, and an adviser to, a number of other smaller businesses, and is a former non-executive director of Dalglen 1148 Limited, the holding company for a debt counselling business in which he and Maven VCT 1 have an investment.
Charles was founder and chief executive of Datavault plc, the largest independent records management company in the UK until it was sold in February 1999. Prior to that he was managing director of a venture capital company and has also worked in the engineering and banking sectors. He is now a business angel investing in, and assisting, early stage businesses.
Fiona spent 18 years in the City providing market related advice on corporate finance, specifically for UK small cap companies. From 1997 to 2003, she was managing director responsible for the European mid and small cap equities team at Deutsche Bank (formerly Natwest Markets), which involved overseeing the marketing of smaller companies, including unquoted investments, and she was also an active member of the corporate finance team. She is chairman of Artemis VCT plc.
The Maven VCT 1 Directors are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
CASTLEGATE 665 LIMITED (IN LIQUIDATION) CASTLEGATE HIGH PARK LIMITED (IN LIQUIDATION) CLIFTON COLLEGE DEVELOPMENT TRUST COGNITO LIMITED ELECTRIC & GENERAL INVESTMENT TRUST PLC (IN LIQUIDATION)* FLEXIANT CORPORATION LIMITED FLEXIANT LIMITED INTEGRATED SATELLITE APPLICATIONS TECHNOLOGIES LIMITED ISAT LIMITED LIGHTSONG MEDIA GROUP LIMITED MAVEN INCOME AND GROWTH VCT PLC PUSH TECHNOLOGY LIMITED SYNERGIE BUSINESS LIMITED SYNERGIE GLOBAL LIMITED SYNVEST LIMITED THE SHERBORNE SCHOOL FOUNDATION YOUNG BRITISH-ENTREPRENEUR LIMITED
156 FINBOROUGH ROAD FREEHOLD LIMITED ABLEMED HEALTH LIMITED CHANNEL MARINE (SALES) LIMITED (IN LIQUIDATION)*
MAVEN INCOME AND GROWTH VCT PLC STREAM MARINE TRAINING LIMITED
FASTBAG LIMITED MAVEN INCOME AND GROWTH VCT PLC
BRISTOL INNOVATIONS LIMITED EMMAUS BRISTOL PRESENCE NETWORKS LIMITED VL REALISATIONS LIMITED (DISSOLVED)
ALEXANDER HEATH CONSULTING LIMITED GARTMORE SNT PLC (DISSOLVED) INA SANCTUM DESIGNS LIMITED THE PROPERTY SERVICE PARTNERSHIP LIMITED HHSL LIMITED**
Current directorships/partnerships Past directorships/partnerships (five years)
ARTEMIS VCT PLC MAVEN INCOME AND GROWTH VCT PLC
* The company was placed into solvent voluntary members' liquidation. **Voluntarily struck off the Register of Companies at Companies House
Save for those companies referred to in the tables above, and the disclosures set out below, there were no bankruptcies, receiverships or liquidations of any companies or partnership where any of the Maven VCT 1 Directors were acting as (i) a member of the administrative, management or supervisory body, (ii) a partner with unlimited liability, in the case of a limited partnership with a share capital, (iii) a founder where the company had been established for fewer than five years or (iv) a senior manager during the previous five years.
The Maven VCT 1 Board applies the principles and supporting principles set out in the Code, save where the Maven VCT 1 Board has decided that it is in the interests of Maven VCT 1 Shareholders not to follow guidance in the Code.
The exceptions to compliance with the Code are as follows:
The Maven VCT 1 Board currently consists of four directors, all of whom are non-executive and considered to be independent of the Manager and free of any relationship which could materially interfere with the exercise of their independent judgement. The Maven VCT 1 Board has delegated certain responsibilities and functions to the audit committee, the management engagement committee, the remuneration committee, the nomination committee and the risk committee.
Arthur MacMillan is chairman of the audit committee which operates within clearly defined terms of reference. The audit committee examines the annual or half-yearly reports and financial statements and, when considering the annual reports, reviews the scope of the audit and the auditor's management report to the Maven VCT 1 Board. Historically, the audit committee has also reviewed the internal controls, but in future this will be covered by the risk committee. Maven VCT 1 also has in place a policy governing and controlling the provision of non-audit services by the external auditor, so as to safeguard their independence and objectivity. Maven VCT 1 Shareholders are asked to approve the re-appointment, and the Maven VCT 1 Directors' responsibility for the remuneration of the auditor at each annual general meeting. Any non-audit work, other than interim reviews, requires the specific approval of the audit committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited and the audit committee considers the external auditor to be independent.
The management engagement committee is chaired by John Pocock and on an annual basis reviews the management contract with the Manager.
John Pocock is chairman of the nomination committee, which makes recommendations to the Maven VCT 1 Board on matters including the evaluation of the performance of the Maven VCT 1 Board and its committees, succession planning and the identification and nomination of candidates to fill Maven VCT 1 Board vacancies, as and when they arise, for the approval of the Maven VCT 1 Board. The performance of the Maven VCT 1 Board, committees and individual Maven VCT 1 Directors is evaluated through an assessment process, led by the chairman and the performance of the chairman is evaluated by the other Maven VCT 1 Directors.
Arthur MacMillan is chairman of the risk committee which comprises the full Maven VCT 1 Board. At least one meeting is held each quarter and further at such times as required by the Maven VCT 1 Board. The principal function of the risk committee is to review Maven VCT 1's risk management systems which allow Maven VCT 1 to identify, measure, manage and monitor all risks on a continuous basis.
Where a venture capital trust has only non-executive directors, the Code principles relating to directors' remuneration do not apply. However, Maven VCT 1 does have a remuneration committee, comprising the full Maven VCT 1 Board and which is chaired by Sir Charles Stuart-Menteth Bt. The level of remuneration for the Maven VCT 1 Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of Maven VCT 1.
Charles began his career working in the City in investment management for Charterhouse Japhet and Thomasson Limited and subsequently spent seven years with Lazard Brothers & Co Limited. Until August 2009, Charles was chairman of an AIM quoted company, Albemarle & Bond Holdings plc and he has acted as a consultant to a number of unquoted companies that were later admitted to listing.
Robert established and managed Lewis & Peat Merchant Bank Limited in 1973 and subsequently, as a director of Guinness Peat Group Limited, was responsible for international projects and finance in the Middle and Far East. Having been appointed chairman of Lewis & Peat Inc in 1981, he was responsible for the Guinness Peat Group's American trading activities and, since 1990, has been involved in a number of energy related projects in America and Central Asia.
John is a former chairman of Formation Group plc and a former director of W H Ireland Group plc, a company admitted to AIM in 2000. He formed JEL Energy Conservation Services Limited in 1975, which was sold to Thorn EMI. Since 1993, he has been an investor and non-executive chairman or director of a number of companies, both public and private (including a number of venture capital backed buy-out companies), assisting the management to develop strategy and growth. In 1984 he was awarded an MBE for services to industry.
David is a qualified chartered accountant and has been involved in private equity since 1984. He is founder and chairman of RJD Partners and is also is a past member of the British Venture Capital Association. David is chairman of Havelock Europa plc and deputy chairman of John Laing Infrastructure Fund Limited.
Bill is managing partner of Maven Capital Partners UK LLP and has over 30 years' experience in banking and private equity. He is a Fellow of the Chartered Institute of Bankers in Scotland and obtained a Master of Business Administration degree from Strathclyde University in 1996. In the 1990's, Bill was head of the private equity business at Clydesdale Bank plc, a subsidiary of National Australia Bank, before joining Aberdeen Asset Management plc (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 buy-out from Aberdeen to form Maven. He is a director of Maven VCT 2, Maven VCT 3, Maven VCT 4 and Maven VCT 6.
The Maven VCT 2 Directors are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below: I: 14.1(a)
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| MAVEN INCOME AND GROWTH VCT 2 PLC | ALBEMARLE & BOND TRUSTEE LIMITED CHANTRY COLLECTIONS LIMITED SPEEDLOAN FINANCE LIMITED |
LEWIS & PEAT HOLDINGS LIMITED LARGECHOICE LIMITED (DISSOLVED)* LEWIS & PEAT LIMITED M E ZUKERMAN INVESTMENTS LIMITED LEWIS & PEAT METALS LIMITED LEWIS & PEAT OIL & GAS LIMITED MAVEN INCOME AND GROWTH VCT 2 PLC ROYAL LONDON SOCIETY
Current directorships/partnerships Past directorships/partnerships (five years)
MAVEN INCOME AND GROWTH VCT 2 PLC FORMATION EMPLOYEE BENEFIT TRUST LIMITED (DISSOLVED)* FORMATION GROUP PLC NAVCAT LIMITED (DISSOLVED)*
JOHN LAING INFRASTRUCTURE FUND LIMITED (GUERNSEY) MAVEN INCOME AND GROWTH VCT 2 PLC RLPE FOUNDER PARTNER LIMITED RLPE GENERAL PARTNER LIMITED RJD GENERAL PARTNER II LIMITED RJD GENERAL PARTNER (SCOTLAND) II LIMITED RJD GROUP LIMITED RJD PARTNERS LIMITED
DJR ACQUISITIONS LIMITED BRITANNIC UK INCOME SECURITIES PLC (DISSOLVED)*** HAVELOCK EUROPA PLC BRITANNIC UK INCOME TRUST PLC (DISSOLVED)*** FACIA LIMITED (DISSOLVED)
ALMECAM HOLDINGS LIMITED CARDONESS CAPITAL LIMITED CFE A FP GENERAL PARTNER LIMITED CFE A GENERAL PARTNER LIMITED DALGLEN (NO.1148) LIMITED GATEWAY VCT PLC (DISSOLVED)*** GMLF GP LIMITED (DISSOLVED)* KELVINLEA LIMITED LINNFIELD CAPITAL MANAGEMENT LIMITED LINNFIELD INVESTMENT LIMITED
AIRTH CAPITAL LIMITED ABERDEEN INCOME AND GROWTH VCT LIMITED (DISSOLVED)* AILSA CRAIG CAPITAL LIMITED (DISSOLVED)*** ARMANNOCH INVESTMENTS LIMITED (DISSOLVED)*** BLACKFORD CAPITAL LIMITED (DISSOLVED)*** DALGLEN (NO. 1030) LIMITED CORINTHIAN FOODS LIMITED (DISSOLVED)*** FUNDAMENTAL TRACKER INVESTMENT LRF GENERAL PARTNER LLP (DISSOLVED)** MANAGEMENT LIMITED MAVEN INCOME AND GROWTH VCT 6 LIMITED MAVEN INCOME AND GROWTH VCT 5 LIMITED (DISSOLVED)*
MAVEN CAPITAL INVESTMENTS LIMITED MAVEN INCOME AND GROWTH VCT 7 MAVEN CAPITAL (LLANDUDNO) LLP LIMITED (DISSOLVED)* MAVEN CAPITAL PARTNERS UK LLP MAVEN VCT 1 LIMITED (DISSOLVED)* MAVEN CAPITAL (TELFER HOUSE) LLP MAVEN VCT 2 LIMITED (DISSOLVED)* MAVEN CO-INVEST GP LIMITED MAVEN VCT 3 LIMITED (DISSOLVED)* MAVEN INCOME AND GROWTH VCT 2 PLC STAFFA CAPITAL LIMITED (DISSOLVED)*** MAVEN INCOME AND GROWTH VCT 3 PLC TORRIDON CAPITAL LIMITED MAVEN INCOME AND GROWTH VCT 4 PLC VALKYRIE CAPITAL LIMITED (DISSOLVED)*** MAVEN INCOME AND GROWTH VCT 6 PLC MAVEN NOMINEE LIMITED MAVEN SLF CI LLP MAVEN SLF FP LIMITED MORIOND LIMITED ORTUS VCT PLC (IN LIQUIDATION) SLF GP LIMITED VC RETAIL LIMITED
MAVEN GMLF CI LLP SHISKINE CAPITAL LIMITED (DISSOLVED)***
* Voluntarily struck off the Register of Companies at Companies House.
** Dormant company struck off the Register of Companies at Companies House.
*** The company was placed into solvent voluntary members' liquidation.
Save for those companies referred to in the tables above, and the disclosures set out below, there were no bankruptcies, receiverships or liquidations of any companies or partnership where any of the Maven VCT 2 Directors were acting as (i) a member of the administrative, management or supervisory body, (ii) a partner with unlimited liability, in the case of a limited partnership with a share capital, (iii) a founder where the company had been established for fewer than five years or (iv) a senior manager during the previous five years.
The Maven VCT 2 Board applies the principles and supporting principles set out in the Code, save where the Maven VCT 2 Board has decided that it is in the interests of Maven VCT 2 Shareholders not to follow guidance in the Code. The exceptions to compliance with the Code are as follows:-
The Maven VCT 2 Board currently consists of five non-executive directors. All of the Maven VCT 2 Directors with the exception of Bill Nixon, are considered to be independent of Maven. Bill Nixon is the managing partner of Maven and, as such, is not considered to be independent.
The Maven VCT 2 Board has delegated certain responsibilities and functions to the audit committee, the management engagement committee, the remuneration committee, the nomination committee and the risk committee. Bill Nixon is not a member of the audit, management engagement, remuneration, risk or nomination committees.
Charles Nicolson is chairman of the audit committee which operates within clearly defined terms of reference. The audit committee examines the annual or half-yearly reports and financial statements, and, when considering the annual reports, reviews the scope of the audit and the auditor's management report to the Maven VCT 2 Board. Historically, the audit committee has also reviewed the internal controls, but in future this will be covered by the risk committee. Maven VCT 2 also has in place a policy governing and controlling the provision of non-audit services by the external auditor, so as to safeguard their independence and objectivity. Maven VCT 2 Shareholders are asked to approve the re-appointment, and the Maven VCT 2 Directors' responsibility for the remuneration, of the auditor at each annual general meeting. Any non-audit work, other than interim reviews, requires the specific approval of the audit committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited and the audit committee considers the external auditor to be independent.
The management engagement committee is chaired by Charles Nicolson and on an annual basis reviews the management contract with the Manager.
Charles Nicolson is chairman of the nomination committee, which makes recommendations to the Maven VCT 2 Board on matters including the evaluation of the performance of the Maven VCT 2 Board and its committees, succession planning and the identification and nomination of candidates to fill Maven VCT 2 Board vacancies, as and when they arise, for the approval of the Maven VCT 2 Board. The performance of the Maven VCT 2 Board, committees and individual Maven VCT 2 Directors is evaluated through an assessment process, led by the chairman of Maven VCT 2 and the performance of the chairman of Maven VCT 2 is evaluated by the other directors.
Charles Nicolson is chairman of the risk committee which comprises the full Maven VCT 2 Board excluding Bill Nixon. At least one meeting is held each quarter and further at such times as required by the Maven VCT 2 Board. The principal function of the risk committee is to review Maven VCT 2's risk management systems which allow Maven VCT 2 to identify, measure, manage and monitor all risks on a continuous basis.
Where a venture capital trust has only non-executive directors, the Code principles relating to directors' remuneration do not apply. However, Maven VCT 2 does have a remuneration committee, comprising the full Maven VCT 2 Board and which is chaired by John Lawrence MBE. The level of remuneration for the Maven VCT 2 Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of Maven VCT 2.
Gregor graduated with a law degree in 1968 and qualified as a chartered accountant in 1972. He joined Morgan Grenfell & Co Limited in 1972 and worked internationally and in the UK in banking, corporate finance and, latterly, in investment management, until leaving the Deutsche Bank Group in 1999. He is also chairman of Octopus Titan VCT 4 plc.
Alec is an experienced corporate lawyer and was formerly a senior partner in the firm of Halliwells LLP. Alec has extensive experience of dealing with corporate transactions including venture capital transactions and flotations. He has held, and continues to hold, a number of public and private company directorships. These include Borderdeal Limited, City Partnership Homes Limited, CST Leisure Limited, Edge Radiant and Design Limited and SJ Legal Limited.
Atul is chief executive officer of BSG Wireless. He has held a number of senior positions in software technology companies operating in the financial sector and was formerly founder and chief executive officer of AIM listed United Clearing plc which was sold to BSG in 2006. He is currently a director of, and investor in, a number of private limited companies and is also Mentor of Entrepreneurs at the Worshipful Company of Information Technologists in the City of London. Atul has a degree in electronic engineering from the University College of North Wales.
Andrew began his career in 1970 as an investment analyst at the fund management firm John Govett & Co Limited, followed by three years as a financial correspondent of The Economist. He then returned to investment banking and spent 14 years as a private investor in, and adviser to, companies mainly in the United States. Between 1995 and 2003 he was a Fellow and Senior Bursar of Peterhouse, Cambridge, in which capacity he was responsible for its finance and investments. He is chairman of JP Morgan European Investment Trust plc and a director of Hg Capital Trust plc, a private equity investment trust.
Please see Maven VCT 2 above.
The Maven VCT 3 Directors are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| MAVEN INCOME AND GROWTH VCT 3 PLC OCTOPUS TITAN VCT 4 PLC SNOW-CAMP |
CORAM LIFE EDUCATION CORAM TRADING LIMITED THE FOUNDLING MUSEUM |
| Alec Craig | |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
BORDERDEAL LIMITED CITY PARTNERSHIP HOMES LIMITED CST LEISURE LIMITED EDGE RADIANT AND DESIGN LIMITED HALLIWELLS LLP (IN LIQUIDATION) MAVEN INCOME AND GROWTH VCT 3 PLC
24/7 COMMS LIMITED ANTNANO PLC (DISSOLVED)* CHESELDEN LIMITED DRDC LLP (DISSOLVED)* ETERNITAS (GP) LIMITED (DISSOLVED)* ETERNITAS (LP) LIMITED (DISSOLVED)* SJ LEGAL LIMITED ETERNITAS INVESTMENTS LLP (DISSOLVED)* ETERNITAS LLP (DISSOLVED)* ETERNCO 1 LIMITED (DISSOLVED)* FORMATION EMPLOYEE BENEFIT TRUST LIMITED (DISSOLVED)* HALLIWELLS DEANSGATE (GP1) LIMITED (DISSOLVED)* HALLIWELLS DEANSGATE (GP2) LIMITED (DISSOLVED)* HALLIWELLS DEANSGATE (LP) LIMITED (DISSOLVED)* PULMONARY VASCULAR RESEARCH INSTITUTE SAXON RISK MANAGEMENT LIMITED THE MANCHESTER SURGICAL RESEARCH TRUST WEST RIVERSIDE (GP1) LIMITED WEST RIVERSIDE (GP2) LIMITED
Please see Maven VCT 2 above.
Current directorships/partnerships Past directorships/partnerships (five years)
BRANDEAUX STUDENT ACCOMMODATION LIMITED HG CAPITAL TRUST PLC JP MORGAN EUROPEAN INVESTMENT TRUST PLC LIBERTY LIVING PLC MARC FITCH FUND MAVEN INCOME AND GROWTH VCT 3 PLC
99P SHOPPER LIMITED BSG WIRELESS LIMITED CONNECTION SERVICES HOLDINGS LIMITED CONVEXCO LIMITED CREATION APPLICATION LIMITED DEVANISOFT LIMITED EQUITY PLUS PARTNERS LIMITED MAVEN INCOME AND GROWTH VCT 3 PLC QUICONNECT LIMITED
CONNECTION SERVICES MANAGEMENT LIMITED (DISSOLVED)* DEVONHILL TECHNOLOGY LIMITED (DISSOLVED)** DEVONHILL TECHNOLOGY PARTNERS PLC DUNNING CAPITAL LIMITED (DISSOLVED)*** OBSIDIAN WIRELESS COMPLIANT SOLUTIONS LIMITED (IN LIQUIDATION)
* Voluntarily struck off the Register of Companies at Companies House.
** Dormant company struck off the Register of Companies at Companies House.
*** The company was placed into solvent voluntary members' liquidation.
Save for those companies referred to in the tables above, and the disclosures set out below, there were no bankruptcies, receiverships or liquidations of any companies or partnership where any of the Maven VCT 3 Directors were acting as (i) a member of the administrative, management or supervisory body, (ii) a partner with unlimited liability, in the case of a limited partnership with a share capital, (iii) a founder where the company had been established for fewer than five years or (iv) a senior manager during the previous five years.
The Maven VCT 3 Board applies the principles and supporting principles set out in the Code, save where the Maven VCT 3 Board has decided that it is in the interests of Maven VCT 3 Shareholders not to follow guidance in the Code.
The exceptions to compliance with the Code were as follows:
The Maven VCT 3 Board currently consists of five non-executive directors. All of the Maven VCT 3 Directors, with the exception of Bill Nixon, are considered to be independent of the Manager. Bill Nixon is not considered to be independent because of his position as the managing partner of the Manager. The firm in which Alec Craig was formerly a senior partner provided legal advice to Maven in the past. Nevertheless, Alec Craig has performed his duties as a Maven VCT 3 Director in a way that displays independence and the Maven VCT 3 Board continues to regard him as independent.
Gregor Michie is chairman of the audit committee which operates within clearly defined terms of reference. The audit committee examines the annual or half-yearly reports and financial statements and, when considering the annual reports, reviews the scope of the audit and the auditor's management report to the Maven VCT 3 Board. Historically, the audit committee has also reviewed the internal controls, but in future this will be covered by the risk committee. Maven VCT 3 also has in place a policy governing and controlling the provision of non-audit services by the external auditor, so as to safeguard their independence and objectivity. Maven VCT 3 Shareholders are asked to approve the re-appointment, and the Maven VCT 3 Directors' responsibility for the remuneration, of the auditor at each annual general meeting. Any non-audit work, other than interim reviews, requires the specific approval of the audit committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited and the audit committee considers the external auditor to be independent.
The management engagement committee is chaired by Gregor Michie and on an annual basis reviews the management contract with the Manager.
Gregor Michie is chairman of the nomination committee, which makes recommendations to the Maven VCT 3 Board on matters including the evaluation of the performance of the Maven VCT 3 Board and its committees, succession planning and the identification and nomination of candidates to fill Maven VCT 3 Board vacancies, as and when they arise, for the approval of the Maven VCT 3 Board. The performance of the Maven VCT 3 Board, committees and individual Maven VCT 3 Directors is evaluated through an assessment process, led by the chairman of Maven VCT 3 and the performance of the chairman of Maven VCT 3 is evaluated by the other Maven VCT 3 Directors.
Gregor Michie is chairman of the risk committee which comprises the full Maven VCT 3 Board. At least one meeting is held each quarter and further at such times as required by the Maven VCT 3 Board. The principal function of the risk committee is to review Maven VCT 3's risk management systems which allow Maven VCT 3 to identify, measure, manage and monitor all risks on a continuous basis.
Where a venture capital trust has only non-executive directors, the Code principles relating to directors' remuneration do not apply. However, Maven VCT 3 does have a remuneration committee, comprising the full Maven VCT 3 Board and which is chaired by Andrew Murison. The level of remuneration for the Maven VCT 3 Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of Maven VCT 3.
Ian spent 30 years at Citigroup (formerly Citibank), occupying many senior positions in the bank including Country Head (CCO) for Citicorp in the UK, chairman of Citibank International and most recently occupying the position of cohead of global financial institutions. Following his career at Citigroup, he spent two years at AIG Inc where he was chief executive of insurance, financial services and asset management businesses in Europe. He holds a number of directorships including Bloomsbury Publishing plc, Phoenix Group plc, Partnership Assurance plc and Xchanging plc.
Malcolm began his career with Wood Mackenzie in 1979 as a financial analyst and then spent 12 years at James Capel, after which he became Head of Equities at Williams de Broe. He is now a founding partner of Hydrocarbon Capital, which provides independent advisory services to the oil and gas sector.
Andrew worked for PricewaterhouseCoopers for 12 years, specialising in corporate finance and tax planning. In 1999 he established a private equity company, The Hamilton Portfolio Limited, of which he is managing director. He has managed a number of private equity and AIM investments. Andrew, a fellow of The Chartered Institute of Taxation, is a non-executive director of a number of private companies.
Please see Maven VCT 2 above.
In his executive career in the City, David worked for CSFB, Samuel Montagu, Midland Bank (now HSBC) and was chief executive officer of the Guinness Mahon Group prior to its acquisition by Investec where he was deputy chairman (UK). He is chairman of Spark Ventures and Illustrated London News and a non-executive director of Fundsmith Emerging Equities Trust. Among his other activities, he is on the Council of The Centre for the Study of Financial Innovation.
Steven is a qualified chartered accountant. He worked in the Bank of Scotland Structured Finance Group before becoming a director of Royal Bank Development Capital, the private equity division of The Royal Bank of Scotland plc. In 1999, he founded Penta Capital, an independent UK private equity manager with around £400 million under management. Penta Capital specialises in buy-and-build investments and opportunities presented by the credit crunch and liquidity issues in the UK.
The Maven VCT 4 Directors are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
BLOOMSBURY PUBLISHING PLC MAVEN INCOME AND GROWTH VCT 4 PLC NATIONAL ANGELS LIMITED ARRIA NLG LIMITED PARTNERSHIP ASSURANCE GROUP PLC ASPEN INSURANCE UK LIMITED PARTNERSHIP LIFE ASSURANCE COMPANY PLC CARBON REDUCTIONS LIMITED (DISSOLVED)* PHOENIX LIFE HOLDINGS LIMITED LONDON LIFE LIMITED XCHANGING PLC NATIONAL PROVIDENT LIFE LIMITED
AFRICAN CARBON REDUCTIONS LIMITED (DISSOLVED)** PARTNERSHIP HOME LOANS LIMITED CARBON EFFICIENT ENERGY LIMITED (DISSOLVED)** PHOENIX GROUP HOLDINGS PLC GULF CARBON REDUCTIONS LIMITED (DISSOLVED)** NPI LIMITED PEARL GROUP HOLDINGS (NO. 2) LIMITED PHOENIX LIFE ASSURANCE LIMITED
MAVEN INCOME AND GROWTH VCT PLC 4 HYDROCARBON CAPITAL LIMITED
B L DEVELOPMENTS LIMITED BAMBURGH FIRST LIMITED BARRANCE FARM LLP BDL OPERATIONS LIMITED BDL VENTURES LIMITED B L PROPERTY LIMITED (DISSOLVED)* BDL SELECT OPERATIONS LIMITED BDL SELECT HOTELS LIMITED BROOKFIELDS PARK SYNDICATE LLP BELSAY HOMES LLP (DISSOLVED)* COLLINGWOOD DEVELOPMENTS LIMITED (IN LIQUIDATION) DAVIDSONS MAINS INVESTMENTS LLP DMWS 610 LIMITED CULCHARRY LLP (DISSOLVED)* DPE AUTO ENGINEERING GROUP LIMITED DPE AUTOMOTIVE LIMITED DPE HOLDINGS LIMITED EXCHANGELAW (NO.229) LIMITED FRASERS HAMILTON (SHRUBHILL) LIMITED (IN ADMINISTRATION)
MGW CONSULTING LIMITED (DISSOLVED)*
B L DEVELOPMENTS (BAILEYFIELD) LIMITED B L DEVELOPMENTS (GLASGOW) LIMITED (DISSOLVED)* B L DEVELOPMENTS (PORTOBELLO) LIMITED BREEZEINFO LIMITED (DISSOLVED)* COOPERSKNOWE DEVELOPMENTS LLP (DISSOLVED) DAVIDSON'S MAINS DEVELOPMENTS LIMITED (DISSOLVED)* DAVIE STREET DEVELOPMENTS LIMITED (DISSOLVED)** DMWS 570 LIMTED DMWS 591 LIMITED (DISSOLVED)*
GARNETHILL INVESTMENTS LLP GLASGOW METRO LLP GLASGOW SOUTH ORBITAL (HAMILTON) LIMITED GHT DEVELOPMENTS LLP GSO HAMILTON CIP LIMITED HAMILTON ORBITAL HOUSE LLP (DISSOLVED)* HAMILTON CAPITAL PARTNERS LLP HINDLEY ENTERPRISES LIMITED (DISSOLVED)* HAMILTON RUTHERGLEN LIMITED (IN LIQUIDATION)*** HCP GENERAL PARTNER LIMITED HINDLEY EDINBURGH LIMITED HINDLEY HOTELS LLP MAXIM 3 LIMITED (DISSOLVED)* HINDLEY MANOR COURT LIMITED HINDLEY PREM 2 LLP HINDLEY PREM LLP MAVEN INCOME AND GROWTH VCT 4 PLC NETPLAY TV PLC QUALITY STREET CITY LLP (DISSOLVED)** NORTHERN EDGE LIMITED OAK HOTELS LLP PATEN & CO LIMITED RAMCORE HOTELS LIMITED PATEN HOTELS LIMITED RAMCORE HOTELS LIMITED RESTON DEVELOPMENTS LIMITED (IN ADMINISTRATION) SHRUBHILL LLP RIVERSIDE DYCE LLP (DISSOLVED)* SILVER TRAVEL ADVISOR LIMITED SOE DEVELOPMENT LIMITED (DISSOLVED) SOFTWARE RADIO TECHNOLOGY PLC SPACE 2001 LIMITED TAL CPT HUB COMPANY LIMITED (LIQUIDATION) TAL CPT 2 LIMITED (DISSOLVED) TAL SE LAND DEVELOPMENT PARTNERSHIP LLP TAL CPT LAND LLP (DISSOLVED)* THE HAMILTON PORTFOLIO (CARE HOMES) LIMITED THE HAMILTON PORTFOLIO LIMITED THE HOLIDAY PLANNER LIMITED THE HAMILTON PORTFOLIO PARTNERSHIP LLP WATERSIDE (N.M.) LIMITED THE TRITAX LUTON HOTEL LLP USL AUTOMOTIVE LIMITED WATERLOO PLACE DEVELOPMENTS LIMITED YORKHILL INVESTMENTS LIMITED WGS (HAMILTON) LLP YELLOWFIN LIMITED (IN LIQUIDATION)
Please see Maven VCT 2 above.
BDL SELECT HOTELS LIMITED BDL SELECT OPERATIONS LIMITED ENSCO 948 LIMITED (IN ADMINISTRATION) GLOBAL RISK PARTNERS LIMITED ID SUPPORT SERVICES GROUP LIMITED JUNIOR GOLF PLUS MABEC (NOTTINGHAM) LIMITED MABEC PROPERTIES LIMITED MAVEN CAPITAL (LLANDUNDO) LLP MAVEN INCOME AND GROWTH VCT 4 PLC MP NEWLANDS LIMITED MP NEWTOWN LIMITED PATEN & CO LIMITED PATEN HOTELS LIMITED PENTA 2011 LIMITED PENTA 2011 SP LIMITED PENTA 2012 SP LIMITED PENTA CAPITAL INVESTMENTS LIMITED PENTA CAPITAL LLP PENTA CAPITAL PARTNERS LIMITED PENTA CAPITAL SP GP LIMITED
ELLIOT STREET DEVELOPMENTS LIMITED (DISSOLVED)* HINDLEY INVESTMENTS LIMITED LODGE SS LIMITED MARYHILL DEVELOPMENTS LLP (DISSOLVED)* MAXIM 2 LIMITED (DISSOLVED)* MOTHERWELL FOOTBALL AND ATHLETIC CLUB LIMITED MUSSELBURGH DEVELOPMENTS LIMITED (DISSOLVED)* RAMCORE DEVELOPMENT COMPANY LIMITED (DISSOLVED)* RAMCORE OPERATIONS (THREE) LIMITED (DISSOLVED)* RAMCORE OPERATIONS (TWO) LIMITED RAMCORE OPERATIONS LIMITED SOFTWARE RADIO TECHNOLOGY (UK) LIMITED (DISSOLVED)* TAL CPT LIMITED (DISSOLVED) TAL CPT MANAGEMENT LIMITED (DISSOLVED) WATERSIDE CLASSICS (HOLDINGS) LIMITED WATERSIDE CLASSICS LIMITED
EUPHONY HOLDINGS LIMITED (DISSOLVED) SPIRITEL LIMITED TOSCA PENTA HOLDINGS LIMITED WIRELESS INFRASTRUCTURE GROUP LIMITED TROON INVESTMENTS LIMITED (DISSOLVED)*
PENTA CO-INVEST GP LIMITED PENTA CO-INVESTMENT 2011 GP LIMITED PENTA ESOP TRUSTEE LIMITED PENTA FOUNDER LIMITED PENTA FUND I GP LIMITED PENTA GP HOLDINGS LIMITED PENTA GP LP (2009) LIMITED PENTA GPCO LIMITED PENTA PARTNER LIMITED PENTA PRIVATE EQUITY LIMITED PENTA TPE LIMITED PENTA TPI LIMITED PENTA TPI SP LIMITED SIX DEGREES TECHNOLOGY GROUP LIMITED THAMES TOWER LEASE LIMITED
THE BRYANSTON FOUNDATION FUNDSMITH EMERGING EQUITIES TRUST PLC ILLUSTRATED LONDON NEWS LIMITED MAVEN INCOME AND GROWTH VCT 4 PLC NELSON MANDELA CHILDREN'S FUND (UK) NFTS FOUNDATION
SPARK VENTURES PLC WORLDWIDE VOLUNTEERING FOR YOUNG PEOPLE
CAMCO INTERNATIONAL EXECUTION HOLDINGS LIMITED ORTUS VCT PLC (DISSOLVED)*** QUERCUS PUBLISHING PLC SOLAR INTEGRATED TECHNOLOGIES LIMITED (DISSOLVED)* THE GODOLPHIN AND LATYMER SCHOOL FOUNDATION VANTIS PLC (IN LIQUIDATION) VYCON INC
* Voluntarily struck off the Register of Companies at Companies House.
** Dormant company struck off the Register of Companies at Companies House.
*** The company was placed into solvent voluntary members' liquidation.
Save for those companies referred to in the table above, and the disclosures set out below, there were no bankruptcies, receiverships or liquidations of any companies or partnership where any of the Maven VCT 4 Directors were acting as (i) a member of the administrative, management or supervisory body, (ii) a partner with unlimited liability, in the case of a limited partnership with a share capital, (iii) a founder where the company had been established for fewer than five years or (iv) a senior manager during the previous five years.
liquidator's progress report, Tal CPT Limited had no secured creditors and had no funds available for distribution to unsecured creditors who were owed approximately £500,000. As at 1 June 2012, this being the date of the latest filed liquidator's progress report, Tal CPT 2 Limited had no secured creditors nor had it received any claims from unsecured creditors. In May 2013 both Tal CPT Limited and TAL CPT 2 Limited were dissolved.
The Maven VCT 4 Board applies the principles and supporting principles set out in the Code, save where the Maven VCT 4 Board has decided that it is in the interests of Maven VCT 4 Shareholders not to follow guidance in the Code. The exceptions to compliance with the Code, were as follows:
a senior independent director has not been appointed and whilst Maven VCT 4 Shareholders are invited to contact the chairman or the secretary in the first instance if they have concerns, they may contact any Maven VCT 4 Director;
The Maven VCT 4 Board currently consists of six non-executive directors. All of the Maven VCT 4 Directors, with the exception of Bill Nixon, are considered to be independent of the Manager. Bill Nixon is the managing partner of Maven and as such is not considered to be independent. Ian Cormack is chairman of the audit committee because it considers the valuations of the unlisted investments and this is the bulk of the work done at the relevant meetings.
Ian Cormack is chairman of the audit committee which operates within clearly defined terms of reference. The audit committee examines the annual or half-yearly reports and financial statements and, when considering the annual reports, reviews the scope of the audit and the auditor's management report to the Maven VCT 4 Board. Historically, the audit committee has also reviewed the internal controls, but in future this will be covered by the risk committee. Maven VCT 4 also has in place a policy governing and controlling the provision of non-audit services by the external auditor, so as to safeguard their independence and objectivity. Maven VCT 4 Shareholders are asked to approve the re-appointment, and the Maven VCT 4 Directors' responsibility for the remuneration, of the auditor at each annual general meeting. Any non-audit work, other than interim reviews, requires the specific approval of the audit committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited and the audit committee considers the external auditor to be independent.
The management engagement committee is chaired by Ian Cormack and on an annual basis reviews the management contract with the Manager.
Ian Cormack is chairman of the nomination committee, which makes recommendations to the Maven VCT 4 Board on matters including the evaluation of the performance of the Maven VCT 4 Board and its committees, succession planning and the identification and nomination of candidates to fill Maven VCT 4 Board vacancies, as and when they arise, for the approval of the Maven VCT 4 Board. The performance of the Maven VCT 4 Board, committees and individual Maven VCT 4 Directors is evaluated through an assessment process, led by the chairman of Maven VCT 4 and the performance of the chairman of Maven VCT 4 is evaluated by the other Maven VCT 4 Directors.
Ian Cormack is chairman of the risk committee which comprises the full Maven VCT 4 Board. At least one meeting is held each quarter and further at such times as required by the Maven VCT 4 Board. The principal function of the risk committee is to review Maven VCT 4's risk management systems which allow Maven VCT 4 to identify, measure, manage and monitor all risks on a continuous basis.
Where a venture capital trust has only non-executive directors, the Code principles relating to directors' remuneration do not apply. Maven VCT 4 does not have a remuneration committee. Matters relating to remuneration policy and Maven 4 VCT Directors' remuneration are dealt with by the Maven 4 VCT Board as a whole. The level of remuneration for the Maven VCT 4 Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of Maven VCT 4.
Allister was appointed on 1 June 2013 and was formerly chairman of John Wood Group plc (retired May 2014), a FTSE 250 company, having served previously as chief executive from 2007 to 2012 and as deputy chief executive from 1999 and as group finance director from 1991. He has an MA (Hons) in Economics from the University of Edinburgh and completed the Harvard Advanced Management Program in 1999. He is a member of the Institute of Chartered Accountants of Scotland, having trained with Deloitte Haskins & Sells (now PricewaterhouseCoopers) before being made a partner in 1989. He is a non-executive director of Exova plc, WS Atkins plc and Standard Life UK Smaller Companies Trust plc, as well as a number of other private companies.
Gordon is an investment director and head of investment companies at Standard Life Investments. He has over 30 years' experience in financial services, particularly with regard to investment trusts. He joined Ivory & Sime plc in 1988 after qualifying as a chartered accountant with PricewaterhouseCoopers. He is a director of Foresight VCT plc.
Charles was appointed on 1 June 2013 and is chief executive of E.G. Thomson (Holdings) Limited, a private investment company. He is also a non-executive director of Ben Line Agencies Limited and Exakt Precision Tools Limited.. Charles is a Bachelor of Laws and is a member of the Institute of Chartered Accountants of Scotland, having trained with Arthur Young McClelland Moores & Co (now part of Ernst & Young). He was employed by The British Linen Bank Limited between 1979 and 1997, serving as a main board director from 1991 until 1997, as a director of its corporate finance division from 1986 to 1992 and as managing director of its private equity operations from 1992 to 1997.
The Maven VCT 5 Directors are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
D. BRASH & SONS LIMITED D BRASH HOLDINGS LIMITED ETHOS ENERGY GROUP LIMITED EXOVA GROUP PLC MAVEN INCOME AND GROWTH VCT 5 PLC SAFFRON UK EQUITYCO LIMITED STANDARD LIFE UK SMALLER COMPANIES TRUST PLC WS ATKINS PLC
FORESIGHT VCT PLC MAVEN INCOME AND GROWTH VCT 5 PLC
BEN LINE AGENCIES LIMITED** BEN LINE AGENCIES LIMITED (JERSEY) BEN LINE AGENCIES HOLDINGS LIMITED BEN LINE SHIPPING LIMITED BEN MANAGEMENT SERVICES LIMTIED BORDLANDS DEVELOPMENTS LIMITED E.G. THOMSON (HOLDINGS) LIMITED E.G. THOMSON (TRAVEL) LIMITED EGTH (TRAVEL) LIMITED M.P. SEAWAYS S.S. LIMITED MAVEN INCOME AND GROWTH VCT 5 PLC EXAKT PRECISION TOOLS LIMITED SCOTTISH CONNECTIONS LIMITED SIMBA LOGISTICS (H.K.) LIMITED
JOHN WOOD GROUP PLC WOOD GROUP HOLDINGS (INTERNATIONAL) LIMITED WOOD GROUP MANAGEMENT SERVICES LIMITED
BEN PROPERTY MANAGEMENT LIMITED E.G. THOMSON (BULK CARRIERS) LIMITED (DISSOLVED)* LISMORE PROPERTY LIMITED MACKENZIE KERR (HOLDINGS) LIMITED
* The company was placed into solvent voluntary members' liquidation.
** The company is a dormant subsidiary of Ben Line Agencies Limited registered in Jersey.
There were no bankruptcies, receiverships or liquidations of any companies or partnership where any of the Maven VCT 5 Directors were acting as (i) a member of the administrative, management or supervisory body, (ii) a partner with unlimited liability, in the case of a limited partnership with a share capital, (iii) a founder where the company had been established for fewer than five years or (iv) a senior manager during the previous five years.
The Listing Rules of the UK Listing Authority require the Maven VCT 5 Board to report on compliance with the provisions of the Code and this statement describes how the principles and supporting principles identified in the Code have been applied by the Company during the year ended 30 November 2013.
While Maven VCT 5 complied throughout the year with the provisions of the Code, the Maven VCT 5 Board has considered the principles and recommendations of the AIC Code by reference to the AIC Guide. The AIC Code, as explained by the AIC Guide, addresses all of the principles set out in Section 1 of the, as well as setting out additional principles and recommendations on issues which are of specific relevance to the Company. The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide, will provide better information to Maven VCT 5 Shareholders than if it adopted the Code.
In exception to compliance with the Code, a senior independent director has not been appointed and whilst Maven VCT 5 Shareholders are invited to contact the chairman or the secretary in the first instance if they have concerns, they may contact any Maven VCT 5 Director.
The Maven VCT 5 Board currently consists of three directors, all of whom are non-executive and considered to be independent of the Manager and free of any relationship which could materially interfere with the exercise of their independent judgement.
Gordon Humphries is chairman of the audit committee which operates within clearly defined terms of reference. The audit committee examines the annual or half-yearly reports and financial statements and, when considering the annual reports, reviews the scope of the audit and the auditor's management report to the Maven VCT 5 Board. Historically, the audit committee has also reviewed the internal controls, but in future this will be covered by the risk committee. Maven VCT 5 also has in place a policy governing and controlling the provision of non-audit services by the external auditor, so as to safeguard their independence and objectivity. Maven VCT 5 Shareholders are asked to approve the re-appointment, and the Maven VCT 5 Directors' responsibility for the remuneration, of the auditor at each annual general meeting. Any non-audit work, other than interim reviews, requires the specific approval of the audit committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited and the audit committee considers the external auditor to be independent.
The management engagement committee is chaired by Allister Langlands and on an annual basis reviews the management contract with the Manager.
Allister Langlands is chairman of the nomination committee, which makes recommendations to the Maven VCT 5 Board on matters including the evaluation of the performance of the Maven VCT 5 Board and its committees, succession planning and the identification and nomination of candidates to fill Maven VCT 5 Board vacancies, as and when they arise, for the approval of the Maven VCT 5 Board. The performance of the Maven VCT 5 Board, committees and individual Maven VCT 5 Directors is evaluated through an assessment process, led by the chairman of Maven VCT 5 and the performance of the chairman of Maven VCT 5 is evaluated by the other Maven VCT 5 Directors.
Gordon Humphries is chairman of the risk committee which comprises the full Maven VCT 5 Board. At least one meeting is held each quarter and further at such times as required by the Maven VCT 5 Board. The principal function of the risk committee is to review Maven VCT 5's risk management systems which allow Maven VCT 5 to identify, measure, manage and monitor all risks on a continuous basis.
Where a venture capital trust has only non-executive directors, the Code principles relating to directors' remuneration do not apply. However, Maven VCT 5 does have a remuneration committee, comprising the full Maven VCT 5 Board and which is chaired by Allister Langlands. The level of remuneration for the Maven VCT 5 Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of Maven VCT 5.
Maven Capital Partners UK LLP is appointed as each Company's investment manager and is authorised and regulated by the Financial Conduct Authority (Reg. No. 495929). It took over the management of Maven VCT 1 to Maven VCT 4, when the senior members of the Private Equity division of Aberdeen Asset Management bought out that business. That team had been solely responsible for VCT activities at Aberdeen since October 2004. The key staff and services provided were unchanged on transfer to Maven. Maven took over the management of Maven VCT 5 from its original investment manager in February 2011.
Maven Capital Partners UK LLP is a limited liability partnership incorporated and registered in England and Wales on 14 August 2008 under number OC339387 pursuant to the Limited Liability Partnerships Act 2000. The registered
office of Maven is Queen's Chambers, 5 John Dalton Street, Manchester M2 6ET. Maven's principal place of business is Kintyre House, 205 West George Street, Glasgow G2 2LW (telephone number 0141 306 7400). Maven is authorised to advise on investments, arrange deals in investments and to make arrangements with a view to transactions in investments. The principal legislation under which Maven operates is the Limited Liability Partnership Act 2000 and the applicable provisions of CA 2006 (and regulations made thereunder).
The Manager is controlled by six individual partners: Bill Nixon, Andrew Craig, Jock Gardiner, Stella Panu, Andrew Ferguson and Bill Kennedy.
Maven is paid the following fees in respect of its appointment as Manager, administrator and secretary of each of the Companies.
Maven is entitled to an annual performance related investment fee equivalent to the higher of 1.9% of NAV as at the end of February and 20% of the increase in net asset value of the Company over the six month periods ending 28 February and 31 August in each year (before taking into consideration the effects of distributions and purchases of its own shares made during each period) and subject to a maximum amount of £1.25 million in any year. Such fee is exclusive of VAT.
Maven is entitled to a fixed annual fee for the provision of company secretarial, accounting and other management and administrative services of £50,000 per annum which is subject to VAT.
In addition to the fees described above, Maven may receive arrangement fees in relation to investments made by Maven VCT 1, 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 boards of investee companies.
Maven is paid an annual management fee equivalent to 2.5% per annum of the gross assets of the Company at the previous quarter end, which is chargeable 10% to revenue and 90% against realised capital reserves. Fees are exclusive of VAT (if any).
Maven is also entitled to a performance fee equivalent to 20% of the increase in NAV over each year ending 31 January, adjusted to take into account the effects of distributions made during the period. Fees are exclusive of VAT (if any). The original base from which this fee was to be calculated was the NAV as at 31 January 2008 and this was rebased when a fee was paid in respect of the year ended 31 January 2014.
Maven is entitled to a fixed annual fee for the provision of company secretarial, accounting and other management and administrative services of £80,000 per annum which is inclusive of VAT and is chargeable 100% to revenue. Such figure is fixed until 1 March 2016 and then is subject to adjustment by reference to increases in the Retail Prices Index.
The normal annual running costs of Maven VCT 2 (excluding transaction costs and expenses relating to the acquisition and disposal of investments), are capped at 4.1% of the net assets at the end of the relevant financial period (calculated before the deduction of management and administration expenses in respect of that year or any exceptional items, for example performance incentive fees) with any excess being paid by Maven or refunded by a reduction in Maven's annual management and administration fees.
In addition to the fees described above, Maven may receive arrangement fees in relation to investments made by Maven VCT 2, 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 boards of investee companies.
Maven is paid an annual management fee equivalent to 2.5% a year of the gross assets of the Company at the previous quarter end, which is chargeable 20% to revenue and 80% against realised capital reserves. Fees are exclusive of VAT (if any).
No performance fee is payable to the Manager.
Maven is entitled to an annual fee for the provision of company secretarial, accounting and other management and administrative services of £60,000, subject to annual adjustment by reference to increases in the Retail Prices Index (which amounted to £101,000 including VAT for the year ended 30 November 2013), which is payable monthly in advance and charged 100% to revenue. The fee is subject to VAT.
The normal annual running costs of Maven VCT 3 (excluding transaction costs and expenses relating to the acquisition and disposal of investments), are capped at 3.8% of Maven VCT 3's average net asset value for the relevant financial period (calculated before the deduction of management and administration expenses in respect of that year or any exceptional items, for example performance incentive fees) with any excess being paid by Maven or refunded by a reduction in Maven's management and administration fees.
In addition to the fees described above, Maven may receive arrangement fees in relation to investments made by Maven VCT 3, 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 boards of investee companies.
Maven is paid an annual management fee equivalent to 2.5% per annum of the total assets less adjusted liabilities of the Company at the previous quarter end, chargeable 20% to revenue and 80% against capital reserves to reflect the Company's investment policy and prospective income and capital growth. Fees are exclusive of VAT (if any).
A performance fee is payable to the Manager for each six month period ended 30 June and 31 December of an amount equal to 20% of any increase in the total return (before applying any performance incentive fee) as at the end of the relevant six month period to the total return (after accruing for the performance incentive fee payable for that period) as at the end of the last six month period on which a performance incentive fee was paid. Total return for these purposes means net asset value, adjusted for dividends, share buybacks and share issues since the period in which the last performance incentive fee was paid.
Fees are exclusive of VAT (if any).
Maven is entitled to an annual fee for the provision of company secretarial, accounting and other management and administrative services of £60,000, subject to annual adjustment by reference to increases in the Retail Prices Index (which amounted to £91,000 including VAT for the year ended 31 December 2013), which is payable monthly in advance and charged 100% to revenue. The fee is subject to VAT.
The normal annual running costs of Maven VCT 4 (excluding transaction costs and expenses relating to the acquisition and disposal of investments), are capped at 3.5% of the net asset value at the end of the relevant financial period (calculated before the deduction of management and administration expenses in respect of that year or any exceptional items, for example performance incentive fees) with any excess being paid by Maven or refunded by a reduction in Maven's annual management and administration fees.
In addition to the fees described above, Maven may receive arrangement fees in relation to investments made by Maven VCT 4, 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 boards of investee companies.
Maven is paid an annual management fee of 1.5% of total assets per annum, paid quarterly in arrears. Fees are exclusive of VAT (if any).
The Manager currently benefits from a performance incentive arrangement which entitles the Manager to receive:
The base date for the valuation of the inherited investments was set at 28 February 2011 and the value for these portfolios is subsequently recalculated as at 30 November each year from 2012 onwards. In the case of the inherited quoted portfolio, a high water-mark is re-set on each occasion that a fee becomes payable to ensure that subsequent fees can only be earned on performance improvements in excess of those achieved in previous periods. Such fees are exclusive of VAT.
Maven is entitled to a fee for the provision of administrative services of £70,000 per annum, subject to annual adjustment by reference to increases in the Retail Prices Index (which amounted to £89,000 including VAT for the year ended 30 November 2013), payable quarterly in arrears. The fee is subject to VAT.
In addition to the fees described above, Maven may receive arrangement fees in relation to investments made by Maven VCT 5, 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 boards of investee companies.
The following section contains a description of the investment policy of Maven VCT 1 as at the date of this document.
Maven VCT 1 aims to achieve long term capital appreciation and generate maintainable levels of income for its Shareholders. Maven VCT 1 intends to achieve its objective by:
Maven VCT 1 manages and minimises investment risk by:
Other risks are managed as follows:
The following section contains a description of the investment policy of Maven VCT 2 as at the date of this document.
Maven VCT 2 aims to achieve long term capital appreciation and generate maintainable levels in income for its Shareholders. Maven VCT 2 intends to achieve its objective by:
borrowing up to 15% of NAV, if required and only on a selective basis, in pursuit of its investment strategy;
Maven VCT 2 manages and minimises investment risk by:
Other risks are managed as follows:
The following section contains a description of the investment policy of Maven VCT 3 as at the date of this document.
Maven VCT 3 aims to achieve long-term capital appreciation and generate maintainable levels of income for its Shareholders. Maven VCT 3 intends to achieve its objective by:
Maven VCT 3 manages and minimises investment risk by:
retaining the services of a manager that can provide the resources required to achieve the investment objective and meet the criteria stated above.
Other risks are managed as follows:
The following section contains a description of the investment policy of Maven VCT 4 as at the date of this document.
Maven VCT 4 aims to achieve long term capital appreciation and generate maintainable levels of income for its Shareholders. Maven VCT 4 intends to achieve its objective by:
Maven VCT 4 manages and minimises investment risk by:
Other risks are managed as follows:
The following section contains a description of the investment policy of Maven VCT 5 as at the date of this document.
Maven VCT 5 aims to achieve long term capital appreciation and generate maintainable levels of income for its Shareholders.
Maven VCT 5 intends to achieve its objective by:
Maven VCT 5 manages and minimises investment risk by:
Other risks are managed as follows:
Maven VCT 1 has produced annual statutory accounts for the three financial years ended 29 February 2012, 28 February 2013 and 28 February 2014. The auditors, Deloitte LLP of Lomond House, 9 George Square, Glasgow, G2 1QQ have reported on these statutory accounts without qualification and without statements under sections 495 to 497 of CA 2006.
The annual reports referred to above were prepared in accordance with UK generally accepted accounting practice (GAAP), the fair value rules of CA 2006 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual reports contain a description of Maven VCT 1's financial condition, changes in financial condition and results of operation for each relevant financial year and are being incorporated by reference and can be accessed at the following website: www.mavencp.com/migvct.
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this document. Those parts of the annual statutory accounts referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this document.
| Description | 2012 Annual Report | 2013 Annual Report | 2014 Annual Report |
|---|---|---|---|
| Balance sheet | Page 40 | Page 45 | Page 56 |
| Income statement (or equivalent) |
Page 39 | Page 44 | Page 55 |
| Statement showing all changes in equity (or equivalent note) |
Page 39 | Page 44 | Page 55 |
| Cash flow statements | Page 41 | Page 46 | Page 57 |
| Notes to the Financial Statements |
Page 42 | Page 47 | Page 58 |
| Auditors' report | Page 37 | Page 42 | Page 51 |
Maven VCT 1's published annual report and accounts for the three financial years ended 29 February 2012, 28 February 2013 and 28 February 2014 contain, on the pages specified in the table below, descriptions of Maven VCT 1's financial condition (in both capital and revenue terms), details of the Maven VCT 1's investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | 2012 Annual Report | 2013 Annual Report | 2014 Annual Report |
|---|---|---|---|
| Objective | Page 22 | Page 27 | Page 13 |
| Performance summary | Page 3 | Page 4 | Page 5 |
| Results and dividend | Page 22 | Page 27 | Pages 5, 6 |
| Investment policy | Pages 3, 4 | Pages 4, 5 | Page 13 |
| Chairman's statement | Page 5 | Page 6 | Page 9 |
| Managers' review | Page 10 | Page 11 | Page 18 |
| Portfolio summary | Page 16 | Page 17 | Page 31 |
| Valuation policy | Pages 6, 42 | Pages 7, 47 | Pages 15, 59 |
The key figures that summarise Maven VCT 1's financial position in respect of the three financial years ended 29 February 2012, 28 February 2013 and 28 February 2014 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| 2012 Annual Report | 2013 Annual Report | 2014 Annual Report | |
|---|---|---|---|
| Profit/loss on ordinary activities before taxation (£'000) |
3,085 | 3,454 | 1,643 |
| Earnings per Maven VCT 1 Share (p) |
7.6 | 8.4 | 3.6 |
| Dividends declared per Maven VCT 1 Share (p) |
3.5 | 3.5 | 3.5 |
| Net assets (£'000) | 26,662 | 28,755 | 31,212 |
| NAV per Maven VCT 1 Share (p) |
67.9 | 70.6 | 68.1 |
The unaudited net asset value per Maven VCT 1 Share as at 31 August 2014 (being the most recent NAV per Maven VCT 1 Share published by Maven VCT 1 prior to the publication of this document) was 66.1p per Maven VCT 1 Share (taken from the management accounts of Maven VCT 1 to 31 August 2014).
There has been no significant change in the financial or trading position of Maven VCT 1 since 28 February 2014 (being the last date up to which Maven VCT 1 has published audited annual financial information).
Maven VCT 2 has produced annual statutory accounts for the three financial years ended 31 January 2012, 31 January 2013 and 31 January 2014. The auditors, Deloitte LLP of Lomond House, 9 George Square, Glasgow, G2 1QQ have reported on these statutory accounts without qualification and without statements under sections 495 to 497 of CA 2006.
The annual reports referred to above, and the unaudited half yearly reports of Maven VCT 2 for the six months ended 31 July 2013 and 31 July 2014, were prepared in accordance with UK generally accepted accounting practice (GAAP), the fair value rules of CA 2006 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual reports contain a description of Maven VCT 2's financial condition, changes in financial condition and results of operation for each relevant financial year and are being incorporated by reference and can be accessed at the following website: www.mavencp.com/migvct2.
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts or the half yearly reports referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | 2012 Annual Report |
2013 Annual Report |
2013 Half Yearly Report |
2014 Annual Report |
2014 Half Yearly Report |
|---|---|---|---|---|---|
| Balance sheet | Page 39 | Page 43 | Page 18 | Page 56 | Page 20 |
| Income statement (or equivalent) |
Page 38 | Page 42 | Page 17 | Page 55 | Page 19 |
| Statement showing all changes in equity (or equivalent note) |
Page 38 | Page 42 | Pages 17 | Pages 55 | Page 19 |
| Cash flow statements | Page 40 | Page 44 | Page 19 | Page 57 | Page 21 |
| Notes to the Financial Statements |
Page 41 | Page 45 | Page 20 | Page 58 | Page 22 |
| Auditors' report | Page 36 | Page 40 | N/A | Page 51 | N/A |
Maven VCT 2's published annual report and accounts for the three financial years ended 31 January 2012, 31 January 2013 and 31 January 2014 and the unaudited half yearly reports of Maven VCT 2 for the six months ended 31 July 2013 and 31 July 2014 contain, on the pages specified in the table below, descriptions of the Maven VCT 2's financial condition (in both capital and revenue terms), details of Maven VCT 2's investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | 2012 Annual Report |
2013 Annual Report |
2013 Half Yearly Report |
2014 Annual Report |
2014 Half Yearly Report |
|---|---|---|---|---|---|
| Objective | Page 21 | Page 25 | N/A | Page 13 | N/A |
| Performance summary | Page 3 | Page 4 | Page 4 | Page 5 | Page 5 |
| Results and dividend | Page 3, 4 | Page 4, 5 | Pages 4, 5 | Pages 5, 6 | Pages 5, 6 |
| Investment policy | Page 21 | Page 25 | N/A | Page 13 | N/A |
| Chairman's statement | Page 5 | Page 6 | N/A | Page 9 | N/A |
| Managers' review/Interim review |
Page 10 | Page 11 | Page 8 | Page 18 | Page 8 |
| Portfolio summary | Page 15 | Page 17 | Page 15 | Page 29 | Page 14 |
| Valuation policy | Pages 6, 41 Pages 7, 45 | Page 12 | Pages 15, 59 | N/A |
The key figures that summarise Maven VCT 2's financial position in respect of the three financial years ended 31 January 2012, 31 January 2013 and 31 January 2014 and the unaudited six month periods ended 31 July 2013 and 31 July 2014, which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| 2012 Annual Report |
2013 Annual Report |
2013 Half Yearly Report |
2014 Annual Report |
2014 Half Yearly Report |
|
|---|---|---|---|---|---|
| Profit/loss on ordinary activities before taxation (£'000) |
1,313 | 804 | 23 | 1,548 | 362 |
| Earnings per Maven VCT 2 Share (p) |
5.34 | 3.13 | 0.08 | 5.65 | 1.10 |
| Dividends declared per Maven VCT 2 Share (p) |
1.5 | 1.75 | 1.85 | 2.00 | 1.85 |
| Net assets (£'000) | 14,246 | 15,025 | 15,814 | 16,723 | 20,339 |
| NAV per Maven VCT 2 Share (p) |
58.8 | 58.6 | 56.9 | 60.7 | 59.2 |
The unaudited net asset value per Maven VCT 2 Share as at 31 July 2014 (being the most recent NAV per Maven VCT 2 Share published by Maven VCT 2 prior to the publication of this document) was 59.2p per Maven VCT 2 Share (taken from the unaudited half-yearly report for Maven VCT 2 for the six month period ended 31 July 2014).
There has been no significant change in the financial or trading position of Maven VCT 2 since 31 July 2014 (being the last date up to which Maven VCT 2 has published unaudited half-yearly financial information).
Maven VCT 3 has produced annual statutory accounts for the three financial years ended 30 November 2011, 30 November 2012 and 30 November 2013. The auditors, Deloitte LLP of Lomond House, 9 George Square, Glasgow, G2 1QQ have reported on these statutory accounts without qualification and without statements under sections 495 to 497 of CA 2006.
The annual reports referred to above, and the unaudited half yearly reports of Maven VCT 3 for the six months ended 31 May 2013 and 31 May 2014, were prepared in accordance with UK generally accepted accounting practice (GAAP), the fair value rules of CA 2006 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual reports contain a description of Maven VCT 3's financial condition, changes in financial condition and results of operation for each relevant financial year and are being incorporated by reference and can be accessed at the following website: www.mavencp.com/migvct3.
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts or the half yearly reports referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | 2011 Annual Report |
2012 Annual Report |
2013 Half Yearly Report |
2013 Annual Report |
2014 Half Yearly Report |
|---|---|---|---|---|---|
| Balance sheet | Page 38 | Page 42 | Page 18 | Page 53 | Page 20 |
| Income statement (or equivalent) |
Page 37 | Page 41 | Page 17 | Page 52 | Page 19 |
| Statement showing all changes in equity (or equivalent note) |
Page 37 | Page 41 | Page 17 | Page 52 | Page 19 |
| Cash flow statements | Page 39 | Page 43 | Page 19 | Page 54 | Page 21 |
| Notes to the Financial Statements |
Page 40 | Page 44 | Page 20 | Page 55 | Page 22 |
| Auditors' report | Page 35 | Page 39 | N/A | Page 48 | N/A |
Maven VCT 3's published annual report and accounts for the three financial years ended 30 November 2011, 30 November 2012 and 30 November 2013 and the unaudited half yearly reports of Maven VCT 3 for the six months ended 31 May 2013 and 31 May 2014 contain, on the pages specified in the table below, descriptions of Maven VCT 3's financial condition (in both capital and revenue terms), details of the Maven VCT 3's investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | 2011 Annual Report |
2012 Annual Report |
2013 Half Yearly Report |
2013 Annual Report |
2014 Half Yearly Report |
|---|---|---|---|---|---|
| Objective | Page 21 | Page 26 | N/A | Page 13 | N/A |
| Performance summary | Page 3 | Page 4 | Page 4 | Page 5 | Page 5 |
| Results and dividend | Pages 3, 4 Pages 3, 4 | Pages 4, 5 | Pages 5, 6 | Page 5, 6 | |
| Investment policy | Page 21 | Page 26 | N/A | Page 13 | N/A |
| Chairman's statement | Page 5 | Page 5 | N/A | Page 9 | N/A |
| Managers' review/Interim review |
Page 10 | Page 10 | Page 8 | Page 18 | Page 8 |
| Portfolio summary | Page 15 | Page 16 | Page 15 | Page 29 | Page 14 |
| Valuation policy | Pages 6, 40 Pages 6, 44 | N/A | Pages 15, 56 | N/A |
The key figures that summarise Maven VCT 3's financial position in respect of the three financial years ended 30 November 2011, 30 November 2012 and 30 November 2013 and the unaudited six month periods ended 31 May 2013 and 31 May 2014, which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| 2011 Annual Report |
2012 Annual Report |
2013 Half Yearly Report |
2013 Annual Report |
2014 Half Yearly Report |
|
|---|---|---|---|---|---|
| Profit/loss on ordinary activities before taxation (£'000) |
2,165 | 2,125 | 1,000 | 1,814 | 1,723 |
| Earnings per Share (p) 7.16 | 6.49 | 3.11 | 5.45 | 4.93 | |
| Dividends declared per Share (p) |
2.75 | 3.0 | 2.0 | 3.25 | 2.0 |
| Net assets (£'000) | 24,457 | 25,745 | 26,959 | 26,838 | 30,948 |
| NAV per share (p) | 80.8 | 82.7 | 82.6 | 83.0 | 84.2 |
The unaudited net asset value per Maven VCT 3 Share as at 31 August 2014 (being the most recent NAV per Maven VCT 3 Share published by Maven VCT 3 prior to the publication of this document) was 82.2p per Maven VCT 3 Share (taken from the management accounts of Maven VCT 3 to 31 August 2014).
There has been no significant change in the financial or trading position of Maven VCT 3 since 31 May 2014 (being the last date up to which Maven VCT 3 has published unaudited half-yearly financial information).
Maven VCT 4 has produced annual statutory accounts for the three financial years ended 31 December 2011, 31 December 2012 and 31 December 2013. The auditors, Deloitte LLP of Lomond House, 9 George Square, Glasgow, G2 1QQ have reported on these statutory accounts without qualification and without statements under sections 495 to 497 of CA 2006.
The annual reports referred to above, and the unaudited half yearly reports of the Company for the six months ended 30 June 2013 and 30 June 2014, were prepared in accordance with UK generally accepted accounting practice (GAAP), the fair value rules of CA 2006 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual reports contain a description of Maven VCT 4's financial condition, changes in financial condition and results of operation for each relevant financial year and are being incorporated by reference and can be accessed at the following website: www.mavencp.com/migvct4.
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts or the half yearly reports referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | 2011 Annual Report |
2012 Annual Report |
2013 Half Yearly Report |
2013 Annual Report |
2014 Half Yearly Report |
|---|---|---|---|---|---|
| Balance sheet | Page 38 | Page 44 | Page 22 | Page 59 | Page 24 |
| Income statement (or equivalent) |
Page 36 | Page 42 | Page 19 | Page 57 | Page 21 |
| Statement showing all changes in equity (or equivalent note) |
Page 36 | Page 42 | Page 19 | Page 57 | Page 21 |
| Cash flow statements | Page 39 | Page 45 | Page 23 | Page 60 | Page 25 |
| Notes to the Financial Statements |
Page 40 | Page 46 | Page 24 | Page 61 | Page 26 |
| Auditors' report | Page 34 | Page 40 | N/A | Page 53 | N/A |
Maven VCT 4's published annual report and accounts for the three financial years ended 31 December 2011, 31 December 2012 and 31 December 2013 and the unaudited half yearly reports of Maven VCT 4 for the six months ended 30 June 2013 and 30 June 2014 contain, on the pages specified in the table below, descriptions of Maven VCT 4's financial condition (in both capital and revenue terms), details of Maven VCT 4's investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | 2011 Annual Report |
2012 Annual Report |
2013 Half Yearly Report |
2013 Annual Report |
2014 Half Yearly Report |
|---|---|---|---|---|---|
| Objective | Page 21 | Page 27 | N/A | Page 15 | N/A |
| Performance summary | Pages 3, 4 Page 4 | Page 4 | Page 5 | Page 5 | |
| Results and dividend | Pages 3, 4 Page 4 | Page 4 | Pages 5, 6 | Pages 5, 6 | |
| Investment policy | Page 21 | Page 27 | N/A | Page 15 | N/A |
| Chairman's statement | Page 5 | Page 6 | Page 6 | Page 10 | N/A |
| Managers' review/Interim review |
Page 10 | Page 11 | Page 10 | Page 21 | Page 9 |
| Portfolio summary | Page 15 | Page 17 | Page 17 | Page 34 | Page 15 |
| Valuation policy | Pages 6, 40 Pages 7, 46 | Page 7 | Pages 17, 62 | N/A |
The key figures that summarise Maven VCT 4's financial position in respect of the three financial years ended 31 December 2011, 31 December 2012 and 31 December 2013 and the unaudited six month periods ended 30 June 2013 and 30 June 2014, which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| 2011 Annual Report |
2012 Annual Report |
2013 Half Yearly Report |
2013 Annual Report |
2014 Half Yearly Report |
|
|---|---|---|---|---|---|
| Total Profit/loss on ordinary activities before taxation (£'000) |
910 | 980 | 702 | 1,307 | (407) |
| Earnings per Maven VCT 4 Share (p) |
5.8 | 4.5 | 4.4 | 7.1 | 1.0 |
| Earnings per Maven VCT 4 S Share (p) |
8.4 | 10.9 | N/A | N/A | N/A |
| Earnings per Maven VCT 4 C Share (p) |
N/A | N/A | (3.8) | (6.2) | 17.9 |
| Dividends declared per Maven VCT 4 Share (p) |
2.5 | 2.75 | 2.0 | 2.65 | 2.1 |
| Dividends declared per Maven VCT 4 S Share (p) |
1.3 | 1.75 | N/A | N/A | N/A |
| Dividend declared per Maven VCT 4 C Share (p) |
N/A | N/A | N/A | N/A | N/A |
| Total net assets (£'000) |
13,289 | 14,867 | 29,368 | 28,971 | 30,921 |
| NAV per Maven VCT 4 Share (p) |
98.2 | 98.2 | 97.6 | 98.6 | 96.9 |
| NAV per Maven VCT 4 S Share (p) |
104.1 | 111.6 | N/A | N/A | N/A |
| NAV per Maven VCT 4 C Share (p) |
N/A | N/A | 98.4 | 94.0 | 76.1 |
The unaudited net asset value per Maven VCT 4 Share as at 30 June 2014 (being the most recent NAV per Maven VCT 4 Share published by Maven VCT 4 prior to the publication of this document) was 96.9p (taken from the unaudited half-yearly report for Maven VCT 4 for the six month period ended 30 June 2014). Prior to the Maven VCT 4 share consolidation, the unaudited net asset value per Maven VCT 4 C Share as at 30 June 2014 (being the most recent NAV per Maven VCT 4 C Share published by Maven VCT 4 prior to the publication of this document) was 76.1p per (taken from the unaudited half-yearly report for Maven VCT 4 for the six month period ended 30 June 2014).
Maven VCT 4 completed a consolidation of its share classes on 30 September 2014 on a relative net asset basis (as further detailed in paragraph 2(b) of Part V, Section D of this document. Maven VCT 4 now only has one class of share in issue (the Maven VCT 4 Shares).
There has been no significant change in the financial or trading position of Maven VCT 4 since 30 June 2014 (being the last date up to which Maven VCT 4 has published unaudited half-yearly financial information).
Maven VCT 5 has produced annual statutory accounts for the three financial years ended 30 November 2011, 30 November 2012 and 30 November 2013. The auditors KPMG Audit plc of 191 W George St., Glasgow, G2 2LJP have reported on these statutory accounts without qualification and without statements under sections 495 to 497 of CA 2006.
The annual reports referred to above, and the unaudited half yearly reports of Maven VCT 5 for the six months ended 31 May 2013 and 31 May 2014, were prepared in accordance with UK generally accepted accounting practice (GAAP), the fair value rules of CA 2006 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual reports contain a description of Maven VCT 5's financial condition, changes in financial condition and results of operation for each relevant financial year and are being incorporated by reference and can be accessed at the following website: www.mavencp.com/migvct5.
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts or the half yearly reports referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | 2011 Annual Report |
2012 Annual Report |
2013 Half Yearly Report |
2013 Annual Report |
2014 Half Yearly Report |
|---|---|---|---|---|---|
| Balance sheet | Page 40 | Page 42 | Page 18 | Page 56 | Page 21 |
| Income statement (or equivalent) |
Page 39 | Page 41 | Page 17 | Page 55 | Page 20 |
| Statement showing all changes in equity (or equivalent note) |
Page 39 | Page 41 | Page 17 | Page 55 | Page 20 |
| Cash flow statements | Page 41 | Page 43 | Page 19 | Page 57 | Page 22 |
| Notes to the Financial Statements |
Page 42 | Page 44 | Page 20 | Page 58 | Page 23 |
| Auditors' report | Page 37 | Page 39 | N/A | Page 52 | N/A |
Maven VCT 5's published annual report and accounts for the three financial years ended 30 November 2011, 30 November 2012 and 30 November 2013 and the unaudited half yearly reports of Maven VCT 5 for the six months ended 31 May 2013 and 31 May 2014 contain, on the pages specified in the table below, descriptions of Maven VCT 5's financial condition (in both capital and revenue terms), details of Maven VCT 5's investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | 2011 Annual Report |
2012 Annual Report |
2013 Half Yearly Report |
2013 Annual Report |
2014 Half Yearly Report |
|---|---|---|---|---|---|
| Objective | Page 22 | Page 24 | N/A | Page 12 | N/A |
| Performance summary | Page 3 | Page 4 | Page 4 | Page 5 | Page 5 |
| Results and dividend | Pages 2, 3 Pages 2,3 | Page 4 | Pages 5, 6 | Page 5, 6 | |
| Investment policy | Page 22 | Page 24 | N/A | Page 12 | N/A |
| Chairman's statement | Page 4 | Page 5 | Page 5 | Page 8 | N/A |
| Managers' review/Interim review |
Page 8 | Page 10 | Page 10 | Page 17 | Page 8 |
| Portfolio summary | Page 16 | Page 17 | Page 15 | Page 30 | Page 14 |
| Valuation policy | Pages 6, 42 Pages 6, 44 | Page 6 | Pages 14, 59 | N/A |
The key figures that summarise Maven VCT 5's financial position in respect of the three financial years ended 30 November 2011, 30 November 2012 and 30 November 2013, and the unaudited six month periods ended 31 May 2013 and 31 May 2014, which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| 2011 Annual Report |
2012 Annual Report |
2013 Half Yearly Report |
2013 Annual Report |
2014 Half Yearly Report |
|
|---|---|---|---|---|---|
| Profit/loss on ordinary activities before taxation (£'000) |
(2,519) | 1,916 | 2,209 | 4,060 | 4,129 |
| Earnings per Maven VCT 5 Share (p) |
(4.25) | 3.23 | 3.74 | 6.77 | 6.42 |
| Dividends declared per Maven VCT 5 Share (p) |
1.0 | 1.15 | 0.65 | 1.35 | 0.80 |
| Net assets (£'000) | 17,925 | 18,729 | 21,109 | 22,569 | 28,480 |
| NAV per Maven VCT 5 Share (p) |
30.24 | 32.08 | 34.67 | 37.09 | 42.18 |
The unaudited net asset value per Maven VCT 5 Share as at 31 August 2014 (being the most recent NAV per Maven VCT 5 Share published by Maven VCT 5 prior to the publication of this document) was 40.2p per Maven VCT 5 Share (taken from the management accounts of Maven VCT 5 to 31 August 2014).
There has been no significant change in the financial or trading position of Maven VCT 5 since 31 May 2014 (being the last date up to which Maven VCT 5 has published unaudited half-yearly financial information).
The investment portfolio of Maven VCT 1 as at the date of this document is as follows (the valuations being the lastest valuations carried out by the Maven VCT 1 Board as comprised within the management accounts of Maven VCT 1 as at 31 August 2014 (unaudited), as adjusted for disposals if relevant, or, in the case of new investments undertaken since that date, at cost (unaudited) at the time of investment). The information on the investment portfolio below represents more than 50% of the NAV of Maven VCT 1 and each of the investments which have a value of greater than 5% of Maven VCT 1's gross assets.
| Sector | Valuation ** £'000 |
Cost £'000 |
% of Gross Assets |
Structure | |
|---|---|---|---|---|---|
| Unlisted Torridon (Gibraltar) Limited (formerly Torridon Capital Limited) |
Financial | 2,271 | 400 | 7.2 | Debt/Equity |
| Nenplas Holdings Limited | Construction Materials | 2,258 | 1,282 | 7.1 | Debt/Equity |
| Maven Co-invest Exodus Limited Partnership and Tosca Penta Exodus Mezzanine Limited Partnership (invested in Six Degrees Group) |
Telecommunications | 1,609 | 829 | 5.1 | Equity |
| Adler & Allan Holdings Limited | Industrial Products and Services |
1,300 | 623 | 4.0 | Debt/Equity |
| Intercede (Scotland) 1 Limited (trading as EFC) |
Oil and Gas | 1,261 | 428 | 3.9 | Debt/Equity |
| Steminic Limited (trading as MSIS) |
Oil and Gas | 1,162 | 656 | 3.6 | Debt/Equity |
| CatTech International Limited | Support Services | 997 | 627 | 3.1 | Debt/Equity |
| HCS Control Systems Group Limited (previously Burray Capital Limited) |
Oil and Gas | 968 | 846 | 3.0 | Debt/Equity |
| Camwatch Limited | Communications | 921 | 1,913 | 2.9 | Debt/Equity |
| Richfield Engineering Services Limited |
Engineering | 850 | 850 | 2.6 | Debt/Equity |
| Glacier Energy Services Group Limited |
Oil and Gas | 836 | 688 | 2.6 | Debt/Equity |
| Lambert Contracts Holdings Limited |
Construction | 738 | 738 | 2.3 | Debt/Equity |
| Lemac No. 1 Limited (trading as John McGavigan) |
Automobiles and Parts |
702 | 699 | 2.2 | Debt/Equity |
| Venmar Limited (trading as XPD8 Solutions) |
Oil and Gas | 700 | 700 | 2.2 | Debt/Equity |
| Martel Instruments Holdings Limited |
Electronic and Electrical Equipment |
677 | 807 | 2.1 | Debt/Equity |
| SPS (EU) Limited | Support Services | 657 | 657 | 2.0 | Debt/Equity |
| ELE Advanced Technologies Limited |
Manufacturing | 656 | 192 | 2.0 | Equity |
| R&M Engineering Group Limited | Oil and Gas | 638 | 638 | 2.0 | Debt/Equity |
| Crawford Scientific Holdings Limited |
Medical Instruments | 582 | 582 | 1.8 | Debt/Equity |
| Vodat Communications Group Holdings |
Telecommunications | 567 | 567 | 1.8 | Debt/Equity |
| Westway Services Holdings (2010) Limited |
Support Services | 554 | 61 | 1.7 | Equity |
|---|---|---|---|---|---|
| D Mack Limited | Automobiles and Parts | 523 | 523 | 1.6 | Debt/Equity |
| JT Holdings (UK) Limited (trading as Just Trays) |
Household Goods | 522 | 522 | 1.6 | Debt/Equity |
| Maven Capital (Llandudno) LLP | Property | 478 | 478 | 1.5 | Equity |
| RMEC Group Limited | Oil and Gas | 463 | 463 | 1.4 | Debt/Equity |
| Flexlife Group Limited | Oil and Gas | 448 | 448 | 1.4 | Debt/Equity |
| Ensco 969 Limited (trading as DPP) |
Support Services | 436 | 771 | 1.4 | Debt/Equity |
| Space Student Living Limited | Support Services | 417 | 317 | 1.3 | Debt/Equity |
| ISN Solutions Group Limited | Software and Computer Services |
398 | 398 | 1.2 | Debt/Equity |
| LCL Hose Limited (trading as Dantec Hose) |
Manufacturing | 358 | 358 | 1.1 | Debt/Equity |
| CHS Engineering Services Limited |
Support Services | 288 | 406 | 0.9 | Debt/Equity |
| Attraction World Holdings Limited |
Support Services | 278 | 21 | 0.9 | Equity |
| Kelvinlea Limited | Property | 262 | 262 | 0.8 | Debt/Equity |
| Manor Retailing Limited | Retail | 255 | 255 | 0.8 | Debt/Equity |
| Search Commerce Limited | E-commerce | 255 | 255 | 0.8 | Debt/Equity |
| TC Communications Holdings Limited |
Support Services | 241 | 413 | 0.8 | Debt/Equity |
| Claven Holdings Limited | Financial | 230 | 89 | 0.7 | Debt/Equity |
| Lawrence Recycling & Waste Management Limited Maven Co invest Endeavour Limited Partnership (invested in Global Risk Partners Limited) |
Support Services | 166 | 951 | 0.5 | Debt/Equity |
| Maven Co-invest Endeavour Limited Partnership (invested in Global Risk Partners Limited) |
Financial Services | 123 | 123 | 0.4 | Equity |
| Other unlisted investments | - | 4 | 2,566 | - | - |
| Total Unlisted Investments | 27,049 | 24,402 | 84.3 | ||
| AIM/ISDX | |||||
| Plastics Capital PLC | - | 299 | 260 | 0.9 | Equity |
| Cello Group PLC | - | 279 | 310 | 0.8 | Equity |
| Tangent Communications PLC | - | 59 | 98 | 0.2 | Equity |
| Vianet Group PLC | - | 23 | 37 | 0.1 | Equity |
| esure Group PLC | - | 22 | - | 0.1 | Equity |
| Chime Communications PLC | - | 22 | 12 | 0.1 | Equity |
| Hasgrove PLC | - | 15 | 41 | - | Equity |
| Other AIM/ISDX investments | - | 3 | 513 | - | - |
| Total AIM/ISDX Investments | 722 | 1,271 | 2.2 |
| Treasury Bill 15 September 2014 |
1,500 | 1,499 | 4.7 | - |
|---|---|---|---|---|
| Cash | 1,660 | 1,660 | 5.2 | - |
| Debtors | 1,170 | 1,170 | 3.6 | - |
| Total Gross Assets | 32,101 | 30,002 | 100.0 |
Notes:
* Unless otherwise stated, all the investments set out above are in portfolio companies incorporated in the UK.
** Save for:
(i) further investments of £47,000 in CHS Engineering Services Limited and £83,000 in Maven Capital (Llandudno) LLP during September 2014;
(ii) an investment of £1,496,000 in UK Treasury Bills during September 2014;
(iii) a new investment of £400,000 in Endura Limited;
(iv) the full disposal of Adler and Allan Holdings Limited for £1,300,000 during September 2014; and
(v) general movements in cash/listed fixed income balances as a result of ongoing investments and realisations, and for general working capital purposes
there has been no material change to the valuations used to prepare the above analysis (31 August 2014) being the date on which those valuations were undertaken).
The investment portfolio of Maven VCT 2 as at the date of this document is as follows (the valuations being the latest carried out by the Maven VCT 2 Board as comprised within the unaudtied half-yearly report of Maven VCT 2 for the six month period ended 31 July 2014 (unaudited), as adjusted for disposals if relevant, or, in the case of new investments undertaken since that date, at cost (unaudited) at the time of investment). The information on the investment portfolio below represents more than 50% of the NAV of Maven VCT 2 and each of the investments which have a value of greater than 5% of Maven VCT 2's gross assets.
| Sector | Valuation ** £'000 |
Cost £'000 |
% of Gross Assets |
Structure | |
|---|---|---|---|---|---|
| Unlisted | |||||
| Cash Bases Limited | Manufacturing | 2,895 | 385 | 14.1 | Debt/Equity |
| Nenplas Holdings Limited | Construction materials | 1,181 | 793 | 5.8 | Debt/Equity |
| Torridon (Gibraltar) Limited (formerly Torridon Capital Limited) |
Financial | 1,128 | 198 | 5.5 | Debt/Equity |
| Maven Co-invest Exodus Limited Partnership and Tosca Penta Exodus Mezzanine Limited Partnership (invested in Six Degrees Group) |
Telecommunications | 1,018 | 454 | 5.0 | Equity |
| Camwatch Limited | Communications | 721 | 1,138 | 3.5 | Debt/Equity |
| Steminic Limited (trading as MSIS) |
Oil and gas | 697 | 405 | 3.4 | Debt/Equity |
| Ensco 969 Limited (trading as DPP) |
Support services | 573 | 674 | 2.8 | Debt/Equity |
| Glacier Energy Services Group Limited |
Oil and gas | 527 | 434 | 2.6 | Debt/Equity |
| Adler & Allan Holdings Limited | Industrial products and services |
520 | 374 | 2.6 | Debt/Equity |
| Intercede (Scotland) 1 Limited (trading as EFC) |
Oil and gas | 499 | 169 | 2.5 | Debt/Equity |
| HCS Control Systems Group Limited (previously Burray Capital Limited) |
Oil and gas | 484 | 423 | 2.4 | Debt/Equity |
| Venmar Limited (trading as XPD8 Solutions) |
Oil and gas | 457 | 457 | 2.2 | Debt/Equity |
| Martel Instruments Holdings Limited |
Electronic and electrical equipment |
427 | 490 | 2.1 | Debt/Equity |
| Lemac No. 1 Limited (trading as John McGavigan) |
Automobiles & parts | 377 | 376 | 1.9 | Debt/Equity |
| Manor Retailing Limited | Retail | 365 | 365 | 1.8 | Debt/Equity |
| Richfield Engineering Services Limited |
Engineering | 365 | 365 | 1.8 | Debt/Equity |
| Search Commerce Limited | e-commerce | 365 | 365 | 1.8 | Debt/Equity |
| Lambert Contracts Holdings Limited |
Construction | 359 | 359 | 1.8 | Debt/Equity |
| CatTech International Limited | Support services | 323 | 323 | 1.6 | Debt/Equity |
| R&M Engineering Limited | Oil and gas | 299 | 299 | 1.5 | Debt/Equity |
| Vodat Communications Group Limited |
Telecommunications | 299 | 298 | 1.5 | Debt/Equity |
| JT Holdings (UK) Limited | Household goods & 299 | 299 | 1.5 | Debt/Equity |
| (trading as Just Trays) | textiles | ||||
|---|---|---|---|---|---|
| SPS (EU) Limited | Support services | 298 | 298 | 1.5 | Debt/Equity |
| D Mack Limited | Automobiles & parts | 271 | 271 | 1.3 | Debt/Equity |
| RMEC Group Limited | Oil and gas | 249 | 249 | 1.2 | Debt/Equity |
| Flexlife Group Limited | Oil and gas | 249 | 249 | 1.2 | Debt/Equity |
| ISN Solutions Group Limited | Software and Computer Services |
224 | 224 | 1.1 | Debt/Equity |
| Westway Services Holdings (2010) Limited |
Support services | 219 | 55 | 1.1 | Equity |
| LCL Hose Limited (trading as Dantec Hose) |
Manufacturing | 219 | 219 | 1.1 | Debt/Equity |
| Llanllyr Water Company Limited | Beverages | 204 | 204 | 1.0 | Debt/Equity |
| Space Student Living Limited | Support services | 193 | 193 | 0.9 | Debt/Equity |
| TC Communications Holdings Limited |
Support services | 180 | 309 | 0.9 | Debt/Equity |
| Kelvinlea Limited | Property | 177 | 177 | 0.9 | Debt/Equity |
| Maven Capital (Llandudno) LLP | Property | 173 | 173 | 0.8 | Debt |
| Attraction World Holdings Limited |
Support services | 153 | 12 | 0.8 | Equity |
| Claven Holdings Limited | Financial | 149 | 58 | 0.7 | Debt/Equity |
| CHS Engineering Services Limited |
Support services | 133 | 198 | 0.7 | Debt/Equity |
| Lawrence Recycling & Waste Management Limited |
Support services | 64 | 367 | 0.3 | Debt/Equity |
| Maven Co-invest Endeavour Limited Partnership (invested in Global Risk Partners Limited) |
Financial Services | 64 | 64 | 0.3 | Equity |
| Other unlisted investments | - | 4 | 1,027 | - | - |
| Total Unlisted Investments | 17,401 | 13,790 | 85.5 | ||
| AIM/ISDX | |||||
| Tangent Communications PLC | |||||
| - | 72 | 98 | 0.3 | Equity | |
| Cello Group PLC | - | 48 | 53 | 0.2 | Equity |
| Plastics Capital PLC | - | 33 | 25 | 0.2 | Equity |
| Work Group PLC | - | 20 | 251 | 0.1 | Equity |
| Vianet Group PLC (formerly Brulines Group PLC) |
- | 19 | 31 | 0.1 | Equity |
| esure Group PLC | - | 13 | - | 0.1 | Equity |
| Chime Communications PLC | - | 11 | 6 | 0.1 | Equity |
| Hasgrove PLC | - | 9 | 24 | - | Equity |
| Other AIM/ISDX investments | - | 14 | 494 | 0.1 | Equity |
| Total AIM/ISDX Investments | 239 | 982 | 1.2 | ||
| Listed Fixed Income/Cash | |||||
| Treasury Bill 15 September 2014 | 1,499 | 1,499 | 7.4 | - |
| Debtors | 408 | 408 | 2.0 | - |
|---|---|---|---|---|
| Total Gross Assets | 19,139 | 16,271 | 100 |
* Unless otherwise stated, all the investments set out above are in portfolio companies incorporated in the UK.
** Save for:
there has been no material change to the valuations used to prepare the above analysis (31 July 2014 being the date on which those valuations were undertaken).
The investment portfolio of Maven VCT 3 as at the date of this document is as follows (the valuations being the latest carried out by the Maven VCT 3 Board as comprised within the management accounts of Maven VCT 3 as at 31 August 2014 (unaudited), as adjusted for disposals if relevant, or, in the case of new investments undertaken since that date, at cost (unaudited) at the time of investment). The information on the investment portfolio below represents more than 50% of the NAV of Maven VCT 3 and each of the investments which have a value of greater than 5% of Maven VCT 3's gross assets.
| Sector | Valuation ** £'000 |
Cost £'000 |
% of Gross Assets |
Structure | |
|---|---|---|---|---|---|
| Unlisted | |||||
| Torridon (Gibraltar) Limited | Financial | 2,272 | 400 | 7.4 | Debt/Equity |
| Maven Co-invest Exodus Limited Partnership |
Telecommunications | 1,857 | 829 | 6.1 | Equity |
| Nenplas Holdings Limited | Construction Materials | 1,544 | 1,157 | 5.1 | Debt/Equity |
| Cash Bases Limited | Manufacturing | 1,448 | 193 | 4.7 | Debt/Equity |
| Ensco 969 Limited (trading as DPP Ltd) |
Support Services | 1,302 | 1,302 | 4.3 | Debt/Equity |
| Steminic Limited | Oil and Gas | 1,159 | 673 | 3.8 | Debt/Equity |
| Camwatch Limited | Communications | 1,001 | 1,581 | 3.3 | Debt/Equity |
| CatTech International Limited | Support Services | 997 | 627 | 3.3 | Debt/Equity |
| Intercede (Scotland) 1 Limited | Oil and Gas | 880 | 298 | 2.9 | Debt/Equity |
| Glacier Energy Services Group Limited |
Oil and Gas | 834 | 686 | 2.7 | Debt/Equity |
| Lemac No 1 Limited (John McGavigan Limited) |
Automobiles and Parts | 809 | 806 | 2.7 | Debt/Equity |
| Richfield Engineering Services Limited |
Engineering | 750 | 750 | 2.5 | Debt/Equity |
| HCS Control Systems Group Limited (previously Burray Capital Limited) |
Oil and Gas | 746 | 746 | 2.4 | Debt/Equity |
| Adler & Allan Holdings Limited | Industrial Products and Services |
738 | 530 | 2.4 | Debt/Equity |
| Lambert Contracts Holdings Limited |
Construction | 738 | 738 | 2.4 | Debt/Equity |
| SPS (EU) Limited | Support Services | 655 | 655 | 2.1 | Debt/Equity |
| TC Communications Holdings Limited |
Support Services | 645 | 980 | 2.1 | Debt/Equity |
| R & M Engineering Group Limited |
Oil and Gas | 637 | 637 | 2.1 | Debt/Equity |
| Venmar Limited t/a XPD8 Solutions Limited |
Oil and Gas | 625 | 700 | 2.0 | Debt/Equity |
| Flexlife Group Limited | Oil and Gas | 597 | 597 | 2.0 | Debt/Equity |
| Crawford Scientific Holdings Limited |
Medical | 570 | 570 | 1.9 | Debt/Equity |
| Vodat Communications Group Limited |
Telecommunications | 567 | 567 | 1.9 | Debt/Equity |
| Martel Instruments Holdings Limited |
Electronic and Electrical Equipment |
563 | 671 | 1.8 | Debt/Equity |
| D Mack Limited | Automobiles and Parts | 521 | 521 | 1.7 | Debt/Equity |
| JT Holdings (UK) Limited (trading as Just Trays) |
Household goods & textiles |
496 | 496 | 1.6 | Debt/Equity |
|---|---|---|---|---|---|
| Maven Capital (Llandudno) LLP | Property | 478 | 478 | 1.6 | Equity |
| RMEC Group Limited | Oil and Gas | 446 | 446 | 1.5 | Debt/Equity |
| Westway Services Holdings (2010) Limited |
Support Services | 416 | 56 | 1.4 | Equity |
| ISN Solutions Group Limited | Software and Computer Services |
397 | 397 | 1.3 | Debt/Equity |
| LCL Hose Limited | Manufacturing | 358 | 358 | 1.2 | Debt/Equity |
| CHS Engineering Services Limited |
Support Services | 342 | 439 | 1.1 | Debt/Equity |
| Space Student Living Limited | Support Services | 317 | 317 | 1.0 | Debt/Equity |
| Attraction World Holdings Limited |
Support Services | 300 | 23 | 1.0 | Equity |
| Kelvinlea Limited | Property | 262 | 262 | 0.9 | Debt/Equity |
| Manor Retailing Limited | Retail | 225 | 225 | 0.7 | Debt/Equity |
| Search Commerce Limited | e-commerce | 225 | 225 | 0.7 | Debt/Equity |
| Maven Co-invest Fletcher Limited Partnership |
Oil and Gas | 212 | 212 | 0.7 | Equity |
| Claven Holdings Limited | Financial | 210 | 82 | 0.7 | Debt/Equity |
| Lawrence Recycling & Waste Management Limited |
Support Services | 160 | 914 | 0.5 | Debt/Equity |
| Maven Co-Invest Endeavour LP Financial Services | 118 | 118 | 0.4 | Equity | |
| Llanllyr Water Company Limited | Beverages | 46 | 46 | 0.2 | Debt/Equity |
| Other investments | - | 5 | 1,810 | - | - |
| Total Unlisted Investments | 27,468 | 24,118 | 90.1 | ||
| AIM/ISDX | |||||
| Plastics Capital Plc | - | 140 | 122 | 0.4 | Equity |
| Chime Communication | - | 63 | 35 | 0.2 | Equity |
| Cello Group Plc | - | 48 | 54 | 0.2 | Equity |
| Tangent Communications PLC | - | 47 | 79 | 0.2 | Equity |
| esure Group Limited | - | 22 | 1 | 0.01 | Equity |
| Vianet Group plc (formerly Brulines plc) |
- | 19 | 31 | 0.01 | Equity |
| Work Group PLC | - | 14 | 201 | - | Equity |
| Hasgrove plc | - | 11 | 30 | - | Equity |
| Marwyn Management Partners | - | 4 | 84 | - | Equity |
| Software Radio Technology PLC | - | 4 | 4 | - | Equity |
| Brookwell Limited | - | 3 | 29 | - | Equity |
| Milamber Ventures plc (formerly Ronaldsway PE) |
- | 1 | 50 | - | Equity |
| Kennedy Ventures plc (formerly MSS and WNG Plc) |
- | - | 300 | - | Equity |
| Total AIM/ISDX Investments | 376 | 1,020 | 1.2 |
| Fixed Income/Cash | ||||
|---|---|---|---|---|
| Cash | 1,959 | 1,959 | 6.4 | - |
| Debtors | 699 | 699 | 2.3 | - |
| Total Gross Assets | 30,502 | 27,796 | 100 |
Notes:
* Unless otherwise stated, all the investments set out above are in portfolio companies incorporated in the UK.
** Save for:
there has been no material change to the valuations used to prepare the above analysis (31 August 2014 being the date on which those valuations were undertaken).
The Maven VCT 4 Share portfolio as at the date of this document are as follows (the valuations being the latest carried out by the Maven VCT 4 Board as comprised within the unaudited half-yearly report of Maven VCT 4 for the six month period ended 30 June 2014 (unaudited), as adjusted for disposals if relevant, or, in the case of new investments undertaken since that date, at cost (unaudited) at the time of investment). The information on the investment portfolios below represents more than 50% of the NAV of the relevant portfolio and each of the investments which have a value of greater than 5% of the gross assets of the relevant portfolio.
| Sector | Valuation ** £'000 |
Cost £'000 |
% of Gross Assets |
Structure | |
|---|---|---|---|---|---|
| Unlisted | |||||
| Torridon (Gibraltar) Limited (formerly Torridon Capital Limited) |
Financial | 1,853 | 682 | 6.0 | Debt/Equity |
| Maven Co-invest Exodus Limited Partnership and Tosca Penta Exodus Mezzanine Limited Partnership (invested in Six Degrees Group) |
Telecommunications | 1,827 | 895 | 5.9 | Equity |
| Ensco 969 Limited (trading as DPP) | Support services | 1,217 | 1,217 | 3.9 | Debt/Equity |
| Glacier Energy Services Group Limited |
Oil and Gas | 1,141 | 957 | 3.7 | Debt/Equity |
| HCS Control Systems Group (previously Burray Capital Limited) |
Oil and Gas | 836 | 836 | 2.7 | Debt/Equity |
| Intercede (Scotland) 1 Limited (trading as EFC Group) |
Oil and Gas | 792 | 338 | 2.6 | Debt/Equity |
| CatTech International Limited | Support services | 792 | 498 | 2.6 | Debt/Equity |
| Nenplas Holdings Limited | Construction materials | 727 | 488 | 2.3 | Debt/Equity |
| Manor Retailing Limited | Retail | 725 | 725 | 2.3 | Debt/Equity |
| Richfield Engineering Services Limited |
Engineering | 725 | 725 | 2.3 | Debt/Equity |
| Search Commerce Limited | e-commerce | 725 | 725 | 2.3 | Debt/Equity |
| Lambert Contracts Holdings Limited | Construction | 723 | 723 | 2.3 | Debt/Equity |
| Lemac No. 1 Limited (trading as John McGavigan) |
Automobiles & parts | 701 | 698 | 2.3 | Debt/Equity |
| Venmar Limited (trading as XPD8 Solutions) |
Oil and Gas | 651 | 651 | 2.1 | Debt/Equity |
| R&M Engineering Group Limited | Oil and Gas | 648 | 648 | 2.1 | Debt/Equity |
| SPS (EU) Limited | Support services | 646 | 646 | 2.1 | Debt/Equity |
| Camwatch Limited | Communications | 632 | 998 | 2.0 | Debt/Equity |
| Lab M Holdings Limited | Health Care | 600 | 404 | 1.9 | Debt/Equity |
| Vodat Communications Group Limited |
Telecommunications | 592 | 592 | 1.9 | Debt/Equity |
| Steminic Limited (trading as MSIS) | Oil and Gas | 554 | 322 | 1.8 | Debt/Equity |
| TC Communications Holdings Limited |
Support services | 554 | 777 | 1.8 | Debt/Equity |
| JT Holdings (UK) Limited | Household goods & textiles |
523 | 523 | 1.7 | Debt/Equity |
| D Mack Limited | Automobiles & parts | 502 | 502 | 1.6 | Debt/Equity |
| Flexlife Group Limited | Oil and Gas | 482 | 482 | 1.6 | Debt/Equity |
|---|---|---|---|---|---|
| RMEC Group Limited | Oil and Gas | 463 | 463 | 1.5 | Debt/Equity |
| ISN Solutions Group Limited | Software and Computer Services |
403 | 403 | 1.3 | Debt/Equity |
| LCL Hose Limited (trading as Dantec Hose) |
Manufacturing | 398 | 398 | 1.3 | Equity |
| Westway Services Holdings (2010) Limited |
Support services | 393 | 174 | 1.3 | Debt/Equity |
| Adler & Allan Holdings Limited | Industrial products and services |
391 | 280 | 1.3 | Debt/Equity |
| CHS Engineering Services Limited | Support services | 379 | 399 | 1.2 | Debt/Equity |
| Maven Capital (Claremont House) Limited |
Property | 355 | 355 | 1.1 | Debt/Equity |
| Kelvinlea Limited | Property | 302 | 302 | 1.0 | Debt/Equity |
| Space Student Living Limited | Support services | 294 | 236 | 0.9 | Debt/Equity |
| Attraction World Holdings Limited | Support services | 278 | 98 | 0.9 | Equity |
| Maven Capital (Llandudno) LLP | Property | 243 | 243 | 0.8 | Debt/Equity |
| Lawrence Recycling and Waste Management Limited |
Support services | 219 | 854 | 0.7 | Debt/Equity |
| Higher Nature Limited | Healthcare | 200 | 600 | 0.6 | Debt/Equity |
| Martel Instruments Holdings Limited | Electronic and electrical equipment |
190 | 227 | 0.6 | Debt/Equity |
| Claven Holdings Limited | Financial | 150 | 88 | 0.5 | Debt/Equity |
| Maven Co-invest Endeavour Limited Partnership (invested in Global Risk Partners Limited) |
Financial Services | 102 | 102 | 0.3 | Equity |
| Other unlisted investments | - | 3 | 1,361 | - | - |
| Total Unlisted Investments | 23,931 | 22,635 | 77.1 | ||
| AIM/ISDX | |||||
| Ventura Group PLC | - | 169 | 115 | 1.0 | Equity |
| Plastics Capital PLC | - | 115 | 85 | 0.4 | Equity |
| Chime Communications PLC | - | 91 | 56 | 0.4 | Equity |
| Angle PLC | - | 86 | 61 | 0 | Equity |
| OMG PLC | - | 61 | 80 | 0 | Equity |
| Deltex Medical Group PLC | - | 25 | 33 | 0 | Equity |
| esure Group PLC | - | 24 | - | 0.1 | Equity |
| Work Group PLC | - | 12 | 151 | - | Equity |
| Brookwell Limited | - | 10 | 21 | - | Equity |
| Hasgrove PLC | - | 4 | 12 | - | Equity |
| Other AIM/ISDX investments | 6 | 372 | - | Equity | |
| Total AIM/ISDX Investments | 603 | 986 | 1.9 |
| Treasury Bill 15 September 2014 | 3,497 | 3,499 | 11.3 | - |
|---|---|---|---|---|
| Cash | 2,281 | 2,281 | 7.3 | - |
| Debtors | 746 | 746 | 2.4 | - |
| Total gross assets | 31,058 | 30,147 | 100 |
Notes:
* Unless otherwise stated, all the investments set out above are in portfolio companies incorporated in the UK.
** Save for:
there has been no material change to the valuations used to prepare the above analysis (30 June 2014 being the date on which those valuations were undertaken).
The investment portfolio of Maven VCT 5 as at the date of this document is as follows (the valuations being the latest carried out by the Maven VCT 5 Board as comprised within the management accounts of Maven VCT 5 as at 31 August 2014 (unaudited), as adjusted for disposals if relevant, or, in the case of new investments undertaken since that date, at cost (unaudited) at the time of investment). The information on the investment portfolio below represents more than 50% of the NAV of Maven VCT 5 and each of the investments which have a value of greater than 5% of Maven VCT 5's gross assets.
| Sector | Valuation ** £'000 |
Cost £'000 |
% of Gross Assets |
Structure | |
|---|---|---|---|---|---|
| Unlisted | |||||
| Glacier Energy Services Group Limited |
Oil and Gas | 781 | 643 | 2.8 | Debt/Equity |
| Crawford Scientific Holdings Limited |
Medical | 697 | 697 | 2.6 | Debt/Equity |
| JT Holdings (UK) Limited (trading as Just Trays) |
Household goods | 696 | 696 | 2.6 | Debt/Equity |
| Maven Co-invest Exodus Limited Partnership |
Telecommunications | 693 | 263 | 2.5 | Equity |
| Ensco 969 Limited (trading as DPP Limited) |
Support Services | 591 | 591 | 2.2 | Debt/Equity |
| CatTech International Limited | Support Services | 475 | 299 | 1.7 | Debt/Equity |
| SPS (EU) Limited | Support Services | 398 | 398 | 1.5 | Debt/Equity |
| Lambert Contracts Holdings Limited |
Construction | 393 | 393 | 1.4 | Debt/Equity |
| HCS Control Systems Group Limited |
Oil and Gas | 373 | 373 | 1.4 | Debt/Equity |
| Cambridge Sensors Limited | Health | 355 | 1,175 | 1.3 | Equity |
| Maven Capital (Claremont House) Limited |
Property | 355 | 355 | 1.3 | Equity |
| Richfield Engineering Services Limited |
Engineering | 350 | 350 | 1.3 | Debt/Equity |
| ISN Solutions Group Limited | Software and Computer Services |
308 | 308 | 1.1 | Debt/Equity |
| RMEC Group Limited | Oil and Gas | 308 | 308 | 1.1 | Debt/Equity |
| Venmar Limited t/a XPD8 Solutions Limited |
Oil and Gas | 300 | 300 | 1.1 | Debt/Equity |
| R & M Engineering Group Limited |
Oil and Gas | 299 | 299 | 1.1 | Debt/Equity |
| D Mack Limited | Automobiles and Parts | 271 | 271 | 1.0 | Debt/Equity |
| Vodat Communications Group Limited |
Telecommunications | 264 | 264 | 1.0 | Debt/Equity |
| Maven Co-invest Fletcher Limited Partnership |
Oil and Gas | 224 | 224 | 0.8 | Equity |
| LCL Hose Limited | Manufacturing | 199 | 199 | 0.7 | Debt/Equity |
| Maven Capital (Llandudno) LLP | Property | 172 | 172 | 0.6 | Equity |
| Kelvinlea Limited | Property | 156 | 156 | 0.6 | Debt/Equity |
| Space Student Living Limited | Support Services | 155 | 155 | 0.6 | Debt/Equity |
| Manor Retailing Limited | Retail | 105 | 105 | 0.4 | Debt/Equity |
| Search Commerce Limited | e-commerce | 105 | 105 | 0.4 | Debt/Equity |
| Maven Co-Invest Endeavour LP Financial Services | 85 | 85 | 0.3 | Equity | |
|---|---|---|---|---|---|
| Tosca Penta Exodus Mezzanine LP |
Telecommunications | 83 | 83 | 0.3 | Equity |
| Other unlisted investments | - | 5 | 1,091 | - | - |
| Total unlisted Investments | 9,196 | 10,358 | 33.7 | ||
| AIM/ISDX | |||||
| Sprue Aegis Plc | - | 1,918 | 178 | 7.1 | Equity |
| Ideagen Plc | - | 1,745 | 373 | 6.5 | Equity |
| K3 Business Technology Group | - | 1,013 | 549 | 3.7 | Equity |
| Jelf Group Plc | - | 598 | 534 | 2.2 | Equity |
| Synectics Plc (formerly Quadnetics Group Plc) |
- | 481 | 308 | 1.8 | Equity |
| Anpario (formerly Quadnetics Group Plc) |
- | 472 | 219 | 1.7 | Equity |
| Vectura Group Plc | - | 458 | 168 | 1.7 | Equity |
| Sinclair IS Pharma Plc (formerly IS Pharma Plc) |
- | 447 | 556 | 1.6 | Equity |
| Servoca Plc | - | 441 | 679 | 1.6 | Equity |
| ClearStar Inc | - | 427 | 443 | 1.6 | Equity |
| Bond International Software Plc | - | 412 | 188 | 1.5 | Equity |
| Plant Impact Plc | - | 320 | 200 | 1.2 | Equity |
| IGas Energy Plc | - | 312 | 184 | 1.1 | Equity |
| Avingtrans Plc | - | 272 | 122 | 1.0 | Equity |
| Netcall Plc | - | 254 | 31 | 0.9 | Equity |
| Vianet Group plc (formerly Brulines) |
- | 253 | 405 | 0.9 | Equity |
| Tangent Communications PLC | - | 238 | 400 | 0.8 | Equity |
| Concurrent Technologies PLC | - | 221 | 175 | 0.8 | Equity |
| Access Intelligence Plc | - | 221 | 362 | 0.8 | Equity |
| Amerisur Resources Plc | - | 193 | 53 | 0.7 | Equity |
| Regeneris PLC | - | 167 | 24 | 0.6 | Equity |
| Water Intelligence Plc | - | 166 | 352 | 0.6 | Equity |
| Armour Group | - | 154 | 705 | 0.6 | Equity |
| Omega Diagnostics Group Plc | - | 146 | 130 | 0.5 | Equity |
| Premier Oil Plc | - | 141 | 169 | 0.5 | Equity |
| Infrastrata Plc | - | 140 | 2,264 | 0.5 | Equity |
| Egdon Resources Plc | - | 139 | 48 | 0.5 | Equity |
| EKF Diagnostics Holdings Plc | - | 134 | 85 | 0.5 | Equity |
| Transense Technologies Plc | - | 77 | 1,188 | 0.3 | Equity |
| Croma Security Solutions Group plc |
- | 69 | 433 | 0.3 | Equity |
| Dods Group Plc | - | 55 | 450 | 0.2 | Equity |
| Vertu Motors Plc | - | 48 | 50 | 0.2 | Equity |
| TEG Group Plc | - | 44 | 637 | 0.2 | Equity |
|---|---|---|---|---|---|
| AfriAg Plc (formerly 3D Resources Plc) |
- | 33 | 300 | 0.1 | Equity |
| Peninsular Gold Limited | - | 33 | 300 | 0.1 | Equity |
| AorTech International Plc | - | 23 | 229 | 0.1 | Equity |
| Software Radio Technology PLC | - | 21 | 27 | 0.1 | Equity |
| MBL Group Plc | - | 17 | 357 | 0.1 | Equity |
| Optare Plc | - | 11 | 473 | - | Equity |
| Cientifica (formerly Avia Health Plc) |
- | 8 | 413 | - | Equity |
| VSA Capital (formerly Third Quad) |
- | 5 | 510 | - | Equity |
| Other AIM/ISDX investments | - | - | 5,711 | - | Equity |
| Total AIM/ISDX Investments | 12,328 | 20,982 | 45.2 | ||
| Listed Fixed Income/Cash | |||||
| Treasury Bills 15 September 2014 |
3,499 | 3,497 | 12.8 | - | |
| Cash | 2,122 | 2,122 | 7.8 | - | |
| Debtors | 137 | 137 | 0.5 | - | |
Notes:
* Unless otherwise stated, all the investments set out above are in portfolio companies incorporated in the UK.
** Save for:
(i) a further investment of £30,000 in Maven Capital (Llandudno) LLP during September 2014;
(ii) a further investment of £1,992,000 in UK Treasury Bills during September 2014;
(iii) a new investment of £500,000 in Endura Limited;
(iv) the partial disposal of Sprue Aegis for £306,000 during September 2014;
(v) the partial disposal of K3 Business for proceeds of £199,000 during September 2014; and
(vi) general movements in cash/listed fixed income balances as a result of ongoing investments and realisations, and for general working capital purposes
there has been no material change to the valuations used to prepare the above analysis (31 August 2014 being the date on which those valuations were undertaken).
(c) The following authorities were granted at the annual general meeting of Maven VCT 1 on 10 July 2014:
in each case where the proceeds may be used in whole or part to purchase existing Maven VCT 1 Shares and the power conferred shall expire at the conclusion of the next annual general meeting of Maven VCT 1, or if earlier, on the expiry of 15 months from the passing of the resolution, save that Maven VCT 1 may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Maven VCT 1 Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred had not expired.
authority conferred by this resolution shall expire on the date falling 18 months from the passing of this resolution (unless renewed, varied or revoked by Maven VCT 1 in a general meeting), but so that this authority shall allow Maven VCT 1 to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or Rights to be granted after such expiry and the directors shall be entitled to allot shares and grant Rights pursuant to any such offers or agreements as if the authority conferred by this resolution had not expired.
| Maven VCT 1 Director | No. of Maven VCT 1 Shares | % of issued Maven VCT 1 Share capital |
|---|---|---|
| John Pocock | 54,999 | 0.11 |
| Arthur MacMillan | 50,000 | 0.10 |
| Sir Charles Stuart-Menteth Bt | 100,000 | 0.20 |
| Fiona Wollocombe | 50,000 | 0.10 |
* At the date stated above, Bill Nixon, the managing partner of Maven and Maven (and members of its staff) together held 884,275 Maven VCT 1 Shares.
The annual directors' fees payable to the Maven VCT 1 Directors are; John Pocock receives £19,000 (2014: £18,000), Arthur MacMillan receives £16,000 (2014: £15,000) and each of Fiona Wollocombe and Sir Charles Stuart-Menteth Bt receives £15,000 (2014: 14,000). The Maven VCT 1 Directors receive no other remuneration benefits, nor pension, retirement or similar benefits, in addition to their fees detailed above. It is estimated that the aggregate amount payable to the Maven VCT 1 Directors by Maven VCT 1 for the financial period ending on 28 February 2015 under the arrangements in force at the date of this document will not exceed £65,000 (2014: £61,000) plus out-of-pocket expenses.
Save as disclosed in this paragraph, Maven VCT 1 has not entered, other than in the ordinary course of business, into any contract which is or may be material to Maven VCT 1 within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Maven VCT 1 has any obligation or entitlement which is material to Maven VCT 1 as at the date of this document:
investment if that co-investment would not result in the aggregate of all co-investments made in the previous calendar year exceeding 5% of Maven VCT 1's net assets.
The Board of Maven VCT 1 has a policy of distributing regular tax-free dividends to Qualifying Shareholders, subject to the availability of reserves and maintaining the longer term stability of the NAV. There will, therefore, be variations in the amount of dividends paid year on year.
(c) Maven VCT 1 does not have, nor has it had since incorporation, any subsidiaries, subsidiary undertakings or employees and it neither owns nor occupies any premises.
(d) Maven VCT 1 does not have any major Shareholders and no Shareholders of Maven VCT 1 have different voting rights. To the best of the knowledge and belief of the Maven VCT 1 Directors, Maven VCT 1 is not directly controlled by any other party and, as at 17 October 2014 (being the latest practicable date prior to the publication of this document) there are no arrangements in place that may, at a subsequent date, result in a change of control of Maven VCT 1.
(c) The following authorities were granted at the annual general meeting of Maven VCT 2 on 18 June 2014:
in each case where the proceeds may be used in whole or part to purchase existing Maven VCT 2 Shares and shall expire at the conclusion of the next annual general meeting of Maven VCT 2 or, if earlier, on the expiry of 15 months from the passing of the resolution, save that Maven VCT 2 may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Maven VCT 2 Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred had not expired.
authority conferred by this resolution shall expire on the date falling 18 months from the passing of this resolution (unless renewed, varied or revoked by Maven VCT 2 in a general meeting), but so that this authority shall allow Maven VCT 2 to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or Rights to be granted after such expiry and the directors shall be entitled to allot shares and grant Rights pursuant to any such offers or agreements as if the authority conferred by this resolution had not expired.
| Maven VCT 2 Director | Number of Maven VCT 2 Shares | % of issued Maven VCT 2 Share capital |
|---|---|---|
| Charles Nicolson | 50,000 | 0.15 |
| The Hon Robert Kissin | 10,000 | 0.03 |
| John Lawrence | 10,155 | 0.03 |
| David MacLellan | 50,000 | 0.15 |
| Bill Nixon* | 209,505 | 0.61 |
* At the date stated above, the Manager, which is regarded as a connected person of Bill Nixon, held 500,000 Maven VCT 2 Shares.
The annual directors' fees payable to the Maven VCT 2 Directors are; Charles Nicolson receives £17,900 (2014: £17,900) and each of The Hon Robert Kissin, John Lawrence, David MacLellan and Bill Nixon (payable to the Manager, and subject to VAT) receives £14,500 (2014: 14,500). The Maven VCT 2 Directors receive no other remuneration benefits, nor pension, retirement or similar benefits, in addition to their fees detailed above. It is estimated that the aggregate amount payable to the Maven VCT 2 Directors by Maven VCT 2 for the financial period ending on 31 January 2015 under the arrangements in force at the date of this document will not exceed £75,900 (2014: £75,900) plus outof-pocket expenses.
Save as disclosed in this paragraph, Maven VCT 2 has not entered, other than in the ordinary course of business, into any contract which is or may be material to Maven VCT 2 within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Maven VCT 2 has any obligation or entitlement which is material to Maven VCT 2 as at the date of this document:
on the same terms (in relation to the relevant securities) as shares held by Maven VCT 2 and other Maven managed VCT's, and all voting and other rights attributable to those shares will be exercised by Maven in parallel with the shares held by Maven VCT 2 and other Maven managed VCTs. Total investment by participants in the co-investment scheme is set at 5% of the aggregate amount of ordinary shares subscribed for by Maven VCT 2 and the co-investing executives, except where the only securities to be acquired by Maven VCT 2 are ordinary shares or are AIM quoted securities, in which case the investment percentage will be 1.5%. Notwithstanding the above, co-investment will only be offered alongside the relevant investment if that co-investment would not result in the aggregate of all co-investments made in the previous calendar year exceeding 5% of Maven VCT 2's net assets
The Board of Maven VCT 2 has a policy of distributing regular tax-free dividends to Qualifying Shareholders, subject to the availability of reserves and maintaining the longer term stability of the NAV. There will, therefore, be variations in the amount of dividends paid year on year.
(a) There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on Maven VCT 2's prospects for at least the current financial year. There have been
no important events, so far as Maven VCT 2 and the Maven VCT 2 Directors are aware, relating to the development of Maven VCT 2 or its business.
(iii) not more than 10% in aggregate of the value of the total assets of Maven VCT 2 at the time the investment is made will be invested in other closed-ended investment funds which are listed on the Official List unless those investment funds have stated investment policies to invest no more than 15% of their total assets in other investment companies which are listed on the Official List.
(c) The following authorities were granted at the annual general meeting of Maven VCT 3 on 30 April 2014:
in each case where the proceeds may be used in whole or part to purchase existing Maven VCT 3 Shares and shall expire at the conclusion of the next annual general meeting of Maven VCT 3 or, if earlier, on the expiry of fifteen months from the passing of the resolution, and so that Maven VCT 3 may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Maven VCT 3 Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred had not expired.
(d) At the general meeting of Maven VCT 3 to be held on 20 November 2014, the following resolutions will be proposed:
(a) As at 17 October 2014 (being the latest practicable date prior to publication of this document), save as set out below Maven VCT 3 was not aware of any person who directly or indirectly, has an interest in Maven VCT 3's capital or voting rights which is notifiable under UK law:
| Maven VCT 3 Shareholder | No. of Maven VCT 3 Shares | % of Issued Maven VCT 3 Share capital |
|---|---|---|
| Hargreaves Lansdown (Nominees) Limited |
2,010,788 | 5.42 |
(b) As at 17 October 2014 (being the latest practicable date before the publication of this document) the holdings of Shares of the Maven VCT 3 Directors were as follows:
| Maven VCT 3 Director | No. of Maven VCT 3 Shares | % of issued Maven VCT 3 Share capital |
|---|---|---|
| Gregor Michie | 80,113 | 0.22 |
| Alec Craig | 21,850 | 0.06 |
| Atul Devani | 115,355 | 0.31 |
| Andrew Murison | 21,600 | 0.06 |
| Bill Nixon** | 442,293 | 1.19 |
* Of the 80,113 Maven VCT 3 Shares held by Gregor Michie, 5,000 are held by his spouse.
** At the date stated above, the Manager, which is regarded as a connected person of Bill Nixon, held 644,242 Maven VCT 3 Shares.
The annual directors' fees payable to the Maven VCT 3 Directors are; Gregor Michie receives £18,500 (2013: £17,500) and each of Alec Craig, Atul, Devani, Andrew Murison and Bill Nixon (payable to the Manager, and subject to VAT) receives £14,800 (2013: 14,000, save for Atul Devani who was not a director during that period). The Maven VCT 3 Directors receive no other remuneration benefits, nor pension, retirement or similar benefits, in addition to their fees detailed above. It is estimated that the aggregate amount payable to the Maven VCT 3 Directors by Maven VCT 3 for the financial period ending on 30 November 2014 under the arrangements in force at the date of this document will not exceed £78,755, which includes a payment of £6,123 to Stephen Wood, a previous director of Maven VCT 3 (resigned 30 April 2014), and a proportionate payment of £9,732 to Atul Devani, who was appointed on 5 April 2014 (2013: £73,500) plus out-of-pocket expenses.
Save as disclosed in this paragraph, Maven VCT 3 has not entered, other than in the ordinary course of business, into any contract which is or may be material to Maven VCT 3 within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Maven VCT 3 has any obligation or entitlement which is material to Maven VCT 3 as at the date of this document:
(a) An investment management agreement dated 27 September 2001 between Maven VCT 3 and Aberdeen Asset Managers Limited, and novated on 9 June 2009 to the Manager and amended by a supplemental letter dated January 2004. The management agreement provides that the Manager will act as investment manager to Maven VCT 3 in respect of its portfolio of qualifying and non-qualifying investments for a fee equal to 2.5% of the gross assets of Maven VCT 3 at the previous quarter end (exclusive of VAT), which is chargeable 20% to revenue and 80% against realised capital reserves. No performance incentive fee is payable to the Manager. The normal annual running costs of Maven VCT 3 (excluding transaction costs and expenses relating to the acquisition and disposal of investments), are capped at 3.8% of the net assets at the end of the relevant financial period (calculated before the deduction of management and administration expenses in respect of that year or any exceptional items, for example performance incentive fees) with any excess being paid by Maven or refunded by a reduction in Maven's annual management and administration fees. The investment management agreement may be terminated by either party giving 12 months prior notice in writing at any time. The investment management agreement may also be terminated in circumstances of breach and certain other matters.
(f) The letters of appointment between Maven VCT 3 and each of the Directors referred to in paragraph 3(d) above.
The Board of Maven VCT 3 has a policy of distributing regular tax-free dividends to Qualifying Shareholders, subject to the availability of reserves and maintaining the longer term stability of the NAV. There will, therefore, be variations in the amount of dividends paid year on year.
demands, commitments or events that are reasonably likely to have an effect on Maven VCT 3's prospects or which have materially affected the Maven VCT 3's income from operations so far as Maven VCT 3 and the Maven VCT 3 Directors are aware.
On 3 April 2013 Maven VCT 4 effected a merger with Ortus by way of a scheme of reconstruction of Ortus pursuant to section 110 of the Insolvency Act 1986, whereby of all of its assets and liabilities of Ortus were transferred to Maven VCT 4 in consideration of the issue of 6,853,086 Maven VCT 4 Shares and 3,968,876 Maven VCT 4 C Shares to the former shareholders of Ortus.
During the financial year ended 31 December 2013, Maven VCT 4 also issued 4,324,206 Maven VCT 4 Shares and bought back 710,000 Maven VCT 4 Shares and 105,000 Maven VCT C Shares. As at 31 December 2013, the issued share capital of Maven VCT 4 comprised 25,693,172 Maven VCT 4 Shares and 3,863,876 Maven VCT 4 C Shares, none of which were held in treasury.
in each case where the proceeds may be used in whole or part to purchase existing Maven VCT 4 Shares and/or Maven VCT 4 C Shares and shall expire at the conclusion of the next annual general meeting of Maven VCT 4 held after the passing of the resolution, and so that Maven VCT 4 may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Maven VCT 4 Directors may allot equity securities in pursuance of such offer or agreement as if the power hereby had not expired.
(b) the minimum price that may be paid for a Maven VCT 4 Share or a Maven VCT 4 C Share shall be 10p per share;
(c) the maximum price (exclusive of expenses) that may be paid for an Maven VCT 4 Share or a Maven VCT 4 C Share shall not be more than an amount equal to the higher of:
(a) As at 17 October 2014 (being the latest practicable date prior to publication of this document), save as set out below Maven VCT 4 was not aware of any person who directly or indirectly, has an interest in Maven VCT 4's capital or voting rights which is notifiable under UK law:
| Maven VCT 4 Shareholder | No. of Maven VCT 4 Shares | % of Issued Maven VCT 4 Share capital |
|
|---|---|---|---|
| Hargreaves (Nominees) Limited |
Lansdown | 1,658,817 | 5.1 |
(b) As at 17 October 2014 (being the latest practicable date before the publication of this document) the holdings of Shares of the Maven VCT 4 Directors were as follows:
| Maven VCT 4 Director | No. of Maven VCT 4 Shares | % of issued Maven VCT 4 Share capital |
|---|---|---|
| Ian Cormack | 149,881 | 0.46 |
| Malcolm Graham-Wood | 47,241 | 0.15 |
| Andrew Lapping | 75,941 | 0.23 |
| Bill Nixon | 186,417* | 0.57 |
| David Potter | 89,381 | 0.28 |
| Steven Scott | 149,061 | 0.46 |
* At the date stated above, the Manager, which is regarded as a connected person of Bill Nixon, held 253,014 Maven VCT 4 Shares.
The annual directors' fees payable to the Maven VCT 4 Directors are; Ian Cormack receives £15,000 (2013: £15,000) and each of Malcolm Graham-Wood, Andrew Lapping, David Potter, Steven Scott and Bill Nixon (payable to the Manager, and subject to VAT) receives £12,000 (2013: 12,000, save for David Potter who received £10,231). The Maven VCT 4 Directors receive no other remuneration benefits, nor pension, retirement or similar benefits, in addition to their fees detailed above. It is estimated that the aggregate amount payable to the Maven VCT 4 Directors by Maven VCT 4 for the financial period ending on 31 December 2014 under the arrangements in force at the date of this document will not exceed £75,000 (2013: £73,231) plus out-of-pocket expenses.
(j) There have been no official public incriminations of and/or sanctions on any Maven VCT 4 Director by statutory or regulatory authorities (including designated professional bodies) and no Maven VCT 4 Director has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company during the previous five years.
Save as disclosed in this paragraph, Maven VCT 4 has not entered, other than in the ordinary course of business, into any contract which is or may be material to Maven VCT 4 within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Maven VCT 4 has any obligation or entitlement which is material to Maven VCT 4 as at the date of this document:
(a) An investment management agreement dated 1 September 2004 between Maven VCT 4 and Aberdeen Asset Managers Limited, as supplemented from time to time and novated to the Manager, pursuant to which the Manager provides investment management services to Maven VCT 4. The Manager is entitled to an annual management fee payable quarterly in arrears of an amount equal to 2.5% per annum of the total assets of Maven VCT 4 (less adjusted liabilities of Maven VCT 4) at the previous quarter end (exclusive of VAT), chargeable 20% to revenue and 80% against capital reserves to reflect Maven VCT 4's investment policy and prospective income and capital growth. The Manager is also entitled to a performance incentive fee in respect of the Maven VCT 4 Shares for each six month period ended 30 June and 31 December of an amount equal to 20% of any increase in the total return (before applying any performance incentive fee) to the total return (after accruing for the performance incentive fee payable for that period) as at the end of the last six month period on which a performance incentive fee was paid. Total return for these purposes means net asset value, adjusted for dividends, buybacks and share issues since the period in which the last performance incentive fee was paid. Such fees are exclusive of VAT. Maven's appointment is terminable on 24 months' notice; the investment management agreement may also be terminated in circumstances of breach and other certain matters.
The normal annual running costs of Maven VCT 4 (excluding transaction costs and expenses relating to the acquisition and disposal of investments), are capped at 3.5% of the net asset value at the end of the relevant financial period (calculated before the deduction of management and administration expenses in respect of that year or any exceptional items, for example performance incentive fees) with any excess being paid by Maven or refunded by a reduction in Maven's annual management and administration fees.
(e) In relation to the merger of Maven VCT 4 and Ortus, an indemnity dated 3 April 2013 from Maven VCT 4 to the liquidators of Ortus pursuant to which Maven VCT 4 agreed to indemnify the liquidators for expenses and costs incurred by them in connection with the scheme of reconstruction which effected the merger.
(f) An offer agreement dated 24 October 2013 between Maven VCT 4, the Maven VCT 4 Directors, Howard Kennedy and the Manager, pursuant to which Howard Kennedy agreed to act as sponsor to the 2013 Offer and the Manager undertook, as agent of Maven VCT 4, to use its reasonable endeavours to procure subscribers under the 2013 Offer. Neither Howard Kennedy nor the Manager were obliged to subscribe for Shares under the 2013 Offer. Under the agreement Maven VCT 4 agreed to pay all costs, charges, fees and expenses in connection with, or incidental to, the 2013 Offer up to 3.5% of the actual amount subscribed for Shares pursuant to the 2013 Offer (including permissible initial commission to financial intermediaries, but ignoring any amount to be paid as an adviser fee). The Manager agreed to indemnify Maven VCT 4 against any costs of the 2013 Offer in excess of this amount, and also agreed to pay any permissible trail commission to financial intermediaries in relation to the 2013 Offer for so long as it is the manager of Maven VCT 4. Under the agreement, certain warranties were given by Maven VCT 4 and the Maven VCT 4 Directors to Howard Kennedy and the Manager, subject to certain limitations. Maven VCT 4 also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in a usual form for a contract of this type.
The Board of Maven VCT 4 has a policy of distributing regular tax-free dividends to Qualifying Shareholders, subject to the availability of reserves and maintaining the longer term stability of the NAV. There will, therefore, be variations in the amount of dividends paid year on year.
Maven VCT 4. To the best of the knowledge and belief of the Maven VCT 4 Directors, Maven VCT 4 is not directly controlled by any other party and, as at 17 October 2014 (being the latest practicable date prior to the publication of this document) there are no arrangements in place that may, at a subsequent date, result in a change of control of Maven VCT 4.
of CA 2006 to exercise all powers of Maven VCT 5 to allot shares in the Maven VCT 5 or grant rights to subscribe for or convert any security into Maven VCT 5 Shares up to an aggregate nominal amount of £652,021 provided that this authority shall expire at the conclusion of the next annual general meeting of Maven VCT 5 or, if earlier, on the expiry of 15 months from the passing of the resolution, and so that Maven VCT 5 may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Maven VCT 5 Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred had not expired.
but so that this authority shall allow Maven VCT 5 to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or Rights to be granted after such expiry and the directors shall be entitled to allot shares and grant Rights pursuant to any such offers or agreements as if the authority conferred by this resolution had not expired.
(a) As at 17 October 2014 (being the latest practicable date prior to publication of this document), save as set out below Maven VCT 5 was not aware of any person who directly or indirectly, has an interest in Maven VCT 5's capital or voting rights which is notifiable under UK law:
| Maven VCT 5 Shareholder | No. of Maven VCT 5 Shares | % of Issued Maven VCT 5 Share capital |
|---|---|---|
| Barclayshare Nominees Limited |
4,197,360 | 6.18 |
| TC Nominees (No 1) Limited | 3,656,054 | 5.38 |
(b) As at 17 October 2014 (being the latest practicable date before the publication of this document) the holdings of Shares of the Maven VCT 5 Directors were as follows:
| Maven VCT 5 Director | No. of Maven VCT 5 Shares | % of Issued Maven VCT 5 Share capital |
|---|---|---|
| Allister Langlands | 241,036 | 0.35 |
| Gordon Humphries | 49,432 | 0.07 |
| Charles Young | 63,110* | 0.09 |
* Of the 63,110 Maven VCT 5 Shares held by Charles Young, 23,110 are held by his spouse.
** At the date stated above, Bill Nixon, the managing partner of Maven and Maven (and members of its staff) together held 1,093,166 Maven VCT 5 Shares.
below. The agreements are terminable by either party giving notice to the other (the length of such notice varying from no notice being required to three months' notice), subject to retirement by rotation and earlier cessation for any reason under the Maven VCT 5 Articles. There are no commission or profit sharing arrangements and no compensation is payable on termination of the agreements.
The annual directors' fees payable to the Maven VCT 5 Directors are; Allister Langlands receives £17,433 (2013: £6,016 actual), Gordon Humphries receives £17,500 (2013: £16,000) and Charles Young receives £15,000 (2013: £6,016 actual). The Maven VCT 5 Directors receive no other remuneration benefits, nor pension, retirement or similar benefits, in addition to their fees detailed above. It is estimated that the aggregate amount payable to the Maven VCT 5 Directors by Maven VCT 5 for the financial period ending on 30 November 2014 under the arrangements in force at the date of this document will not exceed £56,397, which includes a payment of £6,464 to Gordon Brough, the previous chairman of Maven VCT 5 (2013: £59,359, which included a payment of £16,500 to Gordon Brough and proportionate payments of £4,504 to Jamie Matheson and £10,323 to Steven Mitchell, both previous directors of Maven VCT 5) plus out-of-pocket expenses.
Save as disclosed in this paragraph, Maven VCT 5 has not entered, other than in the ordinary course of business, into any contract which is or may be material to Maven VCT 5 within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Maven VCT 5 has any obligation or entitlement which is material to Maven VCT 5 as at the date of this document:
(a) An investment management agreement dated 10 February 2011 between Maven VCT 5 and the Manager. The management agreement provides that the Manager will act as investment manager to Maven VCT 5 in respect of its investments for an annual management fee equal to 1.5% of the value of its total assets, paid quarterly in arrears. Such fee is exclusive of VAT. In addition, a performance incentive arrangement, structured to reflect the management of the inherited portfolio of both quoted and private company assets alongside the creation of a new private company portfolio, entitles the Manager to: (i) a sum equivalent to 12.5% of the total return over cost generated by each new private equity investment made by the Manager that achieves a realisation, adjusted for any realised losses incurred in respect of other new investments and subject to an annual hurdle of 4% on the new investments realised; (ii) a sum equivalent to 7.5% of the total return over cost generated on inherited private equity investments that achieve a realisation, adjusted for any realised losses incurred in respect of other legacy private company investments; and (iii) 7.5% of any annual increase in the value of the inherited quoted portfolio. Such fees are exclusive of VAT. The base date for the valuation of the inherited investments was set at 28 February 2011 and the value for these portfolios is to be subsequently recalculated as at 30 November each year from 2012 onwards. In the case of the inherited quoted portfolio, a high water-mark is re-set on each occasion that a fee becomes payable to ensure that subsequent fees can only be earned on performance improvements in excess of those achieved in previous periods. An annual fee of £70,000, subject to an annual adjustment, calculated on 1 March each year, to reflect any increase in the retail prices index, for the provision of company secretarial and administrative services is payable quarterly in arrears (which amounted to £89,000 including VAT for the year ending 30
November 2013). The investment management agreement may be terminated by either party giving 12 months' prior notice in writing at any time. The investment management agreement may also be terminated in circumstances of breach and certain other matters. All amounts stated above are exclusive of VAT, unless stated otherwise.
The Board of Maven VCT 5 has a policy of distributing regular tax-free dividends to Qualifying Shareholders, subject to the availability of reserves and maintaining the longer term stability of the NAV. There will, therefore, be variations in the amount of dividends paid year on year.
The total expenses will, therefore, be a maximum of £180,000 (assuming that the Maven VCT 5 Offer is fully subscribed at £4 million and all investors use an 'execution-only' intermediary and the maximum amount of initial commission of 2% is payable, but ignoring any annual trail commission). The maximum net proceeds will, on the same basis, amount to at least £3,820,000. The issue premium on a Maven VCT 5 Share issued pursuant to the Maven VCT 5 Offer will be the difference between the issue price of that share and the nominal value thereof of 10p.
The principal object and purpose of each Company is to carry on business as a general commercial company.
The material provisions of each Company's articles of association are as detailed below. The provisions set out below, apply mutatis mutandis, to each Company, unless otherwise stated.
Reference in this section to the ''Company'' means, as the case may be, one or more Companies, references to the ''Directors'' and the ''Board'' mean the directors of or the board of directors of the relevant Company from time to time and references to the "Articles" are to the articles of association of the relevant Company.
References to "the Acts" means the Companies Acts as defined in section 2 of CA 2006 and every other Act for the time being in force and affecting the Companies, references to "Statutes" means the Acts and every other Act of Parliament and statutory instrument relating to companies and affecting the Companies, references to "Group" means a company, its ultimate holding company and all subsidiaries of the company or its ultimate holding company and references to "Register" mean the register of members of the Company.
The Board shall convene and the Company shall hold a general meeting as the annual general meeting in accordance with the requirements of the Statutes. Any meeting of the Company other than an annual general meeting shall be called a general meeting. The provisions of the Articles relating to proceedings of general meetings shall apply equally to annual general meetings. The Board may convene a general meeting whenever it thinks fit.
The annual general meeting and all other general meetings shall be convened by notice in writing or by electronic communication of at least such length as is required in the circumstances by the Statutes. The notice shall specify the place, day and time of the meeting, and the general nature of the business to be transacted. Notice of every general meeting shall be given to all members other than any who, under the provisions of the Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, and also to the Auditors or, if more than one, each of them.
The accidental omission to give any notice of a meeting or the accidental omission to send any document, including an instrument of proxy, relating to any meeting to, or the non receipt of any such notice or document by, any person entitled to receive the notice or document shall not invalidate the proceedings at that meeting.
if convened by or upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such other day (being not less than three nor more than twenty days later) and at such other time or place as may have been specified for the purpose in the notice convening the meeting. Where no such arrangements have been so specified, the meeting shall stand adjourned to such other day (being not less than two nor more than twenty eight days later) and at such time or place as the chairman of the meeting may decide and, in this case, the Company shall not give less than ten clear days' notice in writing (or by electronic communication in accordance with the Acts) of the adjourned meeting. At any adjourned meeting one member present in person or by proxy (whatever the number of shares held by him) shall be a quorum and any notice of an adjourned meeting shall state that one member present in person or by proxy (whatever the number of shares held by him) shall be a quorum.
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. Subject to the Statutes, a poll may be demanded by:
Subject to any special rights or restrictions as to voting attached to any shares by or in accordance with the Articles, on a show of hands:
entitled on a poll to one vote for every share of the class held by him (subject to any rights or restrictions attached to any class of shares) and that any holder of shares of the class present in person or by proxy may demand a poll.
Subject to such restrictions of the Articles:
The Board may decline to register any transfer of a certificated share unless:
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 CA 2006, the Directors may give such holder a notice impose 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.
Subject to the provisions of the Articles, on a winding up or other return of capital, the net assets of the relevant Company (including any income and/or revenue arising from or relating to such assets) less the relevant 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.
a director, either to fill a vacancy or as an addition to the existing Board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with the Articles.
(vi) any contract concerning the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors and employees of the Company or any of its subsidiary undertakings and does not provide in respect of any director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates;
(vii) any contract for the benefit of the employees of the Company or of any of its subsidiary undertakings under which he benefits in a similar manner to the employees and which does not accord to any director as such any privilege or advantage not accorded to the employees to whom the contract relates; and
A director shall not be counted in the quorum present at a meeting to a resolution on which he is not entitled to vote.
The Company may sell at the best price reasonably obtainable any certificated shares of a member or any share to which a person is entitled by transmission by if and provided that:
At any time when the Company has given notice in the prescribed form (which has not been revoked) to the Registrar of Companies of its intention to carry on business as an investment company (''a Relevant Period'') distribution of the Company's capital profits (as defined in the Acts) shall be prohibited as described below. The Board shall establish a reserve to be called the ''capital reserve'' and during any Relevant Period shall either, at the discretion of the Board, carry to the credit of such reserve from time to time all capital profits or appreciations arising on the sale, realisation, transposition, repayment or revaluation of any investment (including, for the avoidance of doubt, any increase in the value of any investments in any subsidiary undertaking or amounts that may be paid by way of subscription under any subscription agreement) or other capital asset of the Company in excess of the book value thereof or apply the same in providing for depreciation or contingencies for the avoidance of doubt, accrued but unpaid interest or any sum received in respect of accrued but unpaid interest hall not be treated as capital profits or appreciations arising on the sale, realisation, transposition, repayment or revaluation of any investment (including, for the avoidance of doubt, any diminution in the value of any investments in any subsidiary undertaking or amounts that may be paid by way of subscription under any subscription agreement) or other capital asset. Any losses realised on the sale, realisation, repayment or revaluation of any investment or other capital asset and any other expenses, loss or liability (or provision therefore) considered by the Board to be of a capital nature may be carried to the debit of the capital reserve. Any increase or diminution in the amount of any index linked stock or other index linked obligation of the Company may be carried to the debit or credit of the capital reserve, except so far as the Board decides to make good the same out of or credit the same to other funds or reserves of the Company. Subject to the Statutes and without prejudice to the foregoing generality, the Board may also debit the capital reserve with the whole or such part of (i) any management fees incurred by the Company and (ii) any finance costs (including, without limitation, any interest payable by the Company in respect of any borrowings of the Company) as may be deemed appropriate by the Board. During a Relevant Period all sums carried and standing to the credit of the capital reserve may be applied for any of the purposes to which sums standing to any reserve under the provisions of Article 127 are applicable, provided that during a Relevant Period no part of the capital reserve or any other moneys in the nature of accretion to capital shall in any event be transferred to the revenue reserves of the Company or be treated or regarded as profits of the Company available for distribution as dividend or any other distribution (within the meaning ascribed thereto by the Acts), otherwise than by way of the redemption of purchase of any of the Company's own shares in accordance
with the Acts. In periods other than a Relevant Period, any amount standing to the credit of the capital reserve may be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution (as so defined) or be applied in paying dividends on any shares in the capital of the Company.
Pursuant and subject to the Uncertificated Securities Regulations, the Board may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may take arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class.
Under the Articles, the Board of each Company is required to procure that a continuation resolution is proposed (as to whether the relevant Company shall continue in being as a venture capital trust) at an annual general meeting of that Company to be held in a specified year or after a specified period of time, and thereafter at regular intervals (at every fifth annual general meeting), and in the case of Maven VCT 5 at every third general meeting). If, at any such meeting, such resolution is not passed, the Board shall within nine months of such meeting, convene a general meeting of the Company at which a special resolution shall be proposed for the winding up of the Company.
The Articles of each Company other than Maven VCT 5 state that the next such continuation resolution will be proposed in 2020, and at 5 yearly intervals thereafter. The Articles of Maven VCT 5 state that, at the fifth annual general meeting after the latest allotment of shares in that Company, a continuation resolution must be proposed, with subsequent resolutions being proposed at three yearly intervals thereafter.
Subject to the provisions of and to the fullest extent permitted by the Articles, every director, secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and/or discharge of his duties and/or the exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office.
Unquoted investments are valued at fair value through profit or loss in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. These investments are valued on the basis of forward looking estimates and judgments about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors. In making these judgments the valuation, which is undertaken by Maven, takes into account all known material facts up to the date of approval of the financial statements by the Board. Investments in quoted companies or traded companies on a recognised stock exchange, including AIM, are valued at their bid prices.
Each Company's net asset value is calculated at every quarter and published on an appropriate regulatory information service. If for any reason valuations are suspended, Shareholders will be notified in a similar manner.
Investments in unquoted portfolio companies, comprising shares and loan stock, are held by Maven as custodian in the name of the respective Company. JPMorgan Chase Bank, National Association, London Branch sub-custodian of JPMorgan Chase Bank Association (incorporated on 11 April 1960 and registered as an overseas company in England and Wales under company number FC004891 and with branch number BR000746 and authorised and regulated by the FCA) acts as the custodian in respect of each Company's quoted assets and, in that capacity, is responsible for ensuring safe custody and dealing and settlement arrangements. JPMorgan is a National Banking Association, organised under the laws of the State of New York and has its registered UK branch at 125 London Wall, London EC2Y 5AJ. Its telephone number at its registered UK branch is 0207 777 2000.
The following paragraphs, which are intended as a general guide only and are based on current legislation and HMRC practice, summarise advice received by the Directors as to the position of the Shareholders who hold shares in the Companies other than for trading purposes. Any person who is in any doubt as to his taxation position or is subject to taxation in any jurisdiction other than the United Kingdom should consult his professional advisers.
(a) Taxation of dividends – under current law, no tax will be withheld by a Company when it pays a dividend.
Each Company has to satisfy a number of tests to continue to qualify as a VCT. A summary of these tests is set out below. The following information is based on current UK law and practice and is subject to changes therein, is given by way of a general summary and does not constitute legal or tax advice.
To qualify as a VCT, a 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 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 a 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, have gross assets not exceeding £15 million immediately before and £16 million immediately after the investment, have fewer than 250 fulltime equivalent 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 did not obtain more than £5 million of investment from EU state aided risk capital measures in the twelve month period ending on the date of the investment by the VCT. In certain circumstances, an investment in a company by a VCT can be split into a part which is a qualifying holding and a part which is a non-qualifying holding.
A Qualifying Company must be unquoted (for VCT purposes this includes companies whose shares are traded on the ISDX 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 must have a permanent establishment in the UK, but the company 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 after 5 April 2012 cannot be used by a Qualifying Company to fund the purchase of shares in another company.
A VCT must be approved at all times by HMRC. Approval has effect from the time specified at 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 a VCT raises further funds, VCTs are given grace periods to invest those funds before those funds need to meet such tests. Each 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 time to time when notice is given to the VCT but in relation to capital gains tax 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.
The Manager may be involved in other financial, investment or professional activities that may on occasion give rise to conflicts of interest with the Companies. In particular, it currently does, and may continue to, provide investment management, investment advice or other services in relation to a number of other funds or accounts that may have similar investment objectives and/or policies to that of the Companies and may receive ad valorem and/or performance-related fees for doing so. As a result, the Manager may have conflicts of interest in allocating investments among the Companies and other clients and in effecting transactions between the Company and other clients. The Manager may give advice or take action with respect to such other clients that differs from the advice given or actions taken with respect to the Companies. The Boards of each of the Companies have noted that the Manager has other clients and have satisfied themselves that the Manager has procedures in place to address potential conflicts of interest.
No person receiving a copy of the Prospectus in any territory other than the UK may treat the same as constituting an invitation or offer unless, in the relevant territory, such an invitation or offer could be lawfully made to him without contravention of any registration or other legal requirements.
The distribution of the Prospectus in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession the Prospectus 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.
It is the responsibility of any person outside the UK wishing to make an application to satisfy himself 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 the Prospectus in any jurisdiction outside the UK where such action is required to be taken.
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 any 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 Offers are 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 shareholders who are resident in the United States or any Restricted Territory should note that this document is being sent for information purposes only.
All applicants under the Offers will be required to warrant that they are not a US Person (within the meaning of Regulation S made under the United States Securities Act of 1933, as amended), nor a resident, national or citizen of a Restricted Territory.
Howard Kennedy is acting as sponsor to each Company in respect of the Offers. Howard Kennedy has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which it appears.
Copies of the following documents will be available for inspection during usual business hours on weekdays, weekends and public holidays excepted, at the offices of SGH Martineau LLP at One America Square, Crosswall, London EC3N 2SG whilst the Offers are open:
In this document, the following words and expressions have the following meanings:
| 2013 Offer | the offer for subscription by the Companies contained in the summary, securities note and registration document issued by the Companies dated 24 October 2013 |
|---|---|
| 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 |
| AIC | the Association of Investment Companies |
| AIC Code | the AICs' Code of Corporate Governance issued in 2010 (as updated) |
| AIC Guide | the AIC Corporate Governance Guide for Investment Companies issued in 2010 (as updated) |
| AIM | the AIM Market of the London Stock Exchange |
| Boards | the boards of directors of the Companies (and each a Board) |
| Business Day | any day (other than a Saturday or Sunday) on which clearing banks are open for normal banking business in sterling |
| CA 1985 | the Companies Act 1985, as amended |
| CA 2006 | the Companies Act 2006, as amended |
| Circular | the circular to the shareholders of the Companies dated 20 October 2014 |
| Code | the UK Corporate Governance Code issued by the Financial Reporting Council in July 2010 and updated in September 2012 and, for companies with reporting periods after 1 October 2014, the edition issued in September 2014 |
| Companies | Maven VCT 1, Maven VCT 2, Maven VCT 3, Maven VCT 4 and Maven VCT 5 (and each a Company) |
| CREST | the computerised settlement system to facilitate the transfer of title to securities in uncertificated form operated by Euroclear UK & Ireland Limited |
| FCA | the Financial Conduct Authority |
| FSMA | the Financial Services and Markets Act 2000 (as amended) |
| General Meetings | the general meeting of Maven VCT 1, Maven VCT 2, Maven VCT 3, Maven VCT 4 and Maven VCT 5 to be held on 20 November 2014 at which Shareholders' approval will be sought to approve each Company's Offer (and each a General Meeting) |
| HMRC | Her Majesty's Revenue and Customs |
| 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) |
| Maven or the Manager | Maven Capital Partners UK LLP |
| London Stock Exchange | London Stock Exchange plc |
| Listing Rules | the listing rules made by the UK Listing Authority under section 74 of FSMA |
| Maven VCT 1 | Maven Income and Growth VCT PLC |
| Maven VCT 1 Board | the board of directors of Maven VCT 1 |
|---|---|
| Maven VCT 1 Directors | the directors of Maven VCT 1 (and each a Maven VCT 1 Director) |
| Maven VCT 1 Offer | the offer for subscription of New Shares in Maven VCT 1 contained in the Prospectus |
| Maven VCT 1 Shares | ordinary shares of 10p each in the capital of Maven VCT 1 (and each a Maven VCT 1 Share) |
| Maven VCT 2 | Maven Income and Growth VCT 2 PLC |
| Maven VCT 2 Board | the board of directors of Maven VCT 2 |
| Maven VCT 2 Directors | the directors of Maven VCT 2 (and each a Maven VCT 2 Director) |
| Maven VCT 2 Offer | the offer for subscription of New Shares in Maven VCT 2 contained in the Prospectus |
| Maven VCT 2 Shares | ordinary shares of 10p each in the capital of Maven VCT 2 (and each a Maven VCT 2 Share) |
| Maven VCT 3 | Maven Income and Growth VCT 3 PLC |
| Maven VCT 3 Board | the board of directors of Maven VCT 3 |
| Maven VCT 3 Directors | the directors of Maven VCT 3 (and each a Maven VCT 3 Director) |
| Maven VCT 3 Offer | the offer for subscription of New Shares in Maven VCT 3 contained in the Prospectus |
| Maven VCT 3 Shares | ordinary shares of 10p each in the capital of Maven VCT 3 (and each a Maven VCT 3 Share) |
| Maven VCT 4 | Maven Income and Growth VCT 4 PLC |
| Maven VCT 4 Board | the board of directors of Maven VCT 4 |
| Maven VCT 4 C Shares | prior to the Maven VCT 4 share consolidation, the C ordinary shares of 10p each in the capital of Maven VCT 4 (and each a Maven VCT 4 C Share) |
| Maven VCT 4 Directors | the directors of Maven VCT 4 (and each a Maven VCT 4 Director) |
| Maven VCT 4 S Shares | the previous S ordinary shares of 10p each in the capital of Maven VCT 4 (and each a Maven VCT 4 S Share) |
| Maven VCT 4 Shares | ordinary shares of 10p each in the capital of Maven VCT 4 (and each a Maven VCT 4 Share) |
| Maven VCT 4 Offer | the offer for subscription of New Shares in Maven VCT 4 contained in the Prospectus |
| Maven VCT 5 | Maven Income and Growth VCT 5 PLC |
| Maven VCT 5 Board | the board of directors of Maven VCT 5 |
| Maven VCT 5 Directors | the directors of Maven VCT 5 (and each a Maven VCT 5 Director) |
| Maven VCT 5 Offer | the offer for subscription of New Shares in Maven VCT 5 contained in the Prospectus |
| Maven VCT 5 Shares | ordinary shares of 10p each in the capital of Maven VCT 5 (and each a Maven VCT 5 Share) |
| Maven VCT 6 | Maven Income and Growth VCT 6 PLC |
| Maven VCTs | the Companies and Maven VCT 6 |
| NAV or net asset value | the net asset value of a Share calculated in accordance with the relevant Company's accounting polices |
|---|---|
| New Shares | Maven VCT 1 Shares to be issued under the Maven VCT 1 Offer and/or Maven VCT 2 Shares to be issued under the Maven VCT 2 Offer and/or Maven VCT 3 Shares to be issued under the Maven VCT 3 Offer and/or Maven VCT 4 Shares to be issued under the Maven VCT 4 Offer and/or Maven VCT 5 Shares to be issued under the Maven VCT 5 Offer, as the context permits (and each a New Share) |
| Offers | the Maven VCT 1 Offer and/or the Maven VCT 2 Offer and/or the Maven VCT 3 Offer and/or the Maven VCT 4 Offer and/or the Maven VCT 5 Offer, as the context permits (and each an Offer) |
| Official List | the official list of the UK Listing Authority |
| Ortus | Ortus VCT plc, which was merged with Maven VCT 4 |
| Prospectus | this Registration Document, the Securities Note and the Summary |
| Qualifying Company | an unquoted (including ISDX-traded and AIM-traded) company which satisfies the requirements of Part 4 of Chapter 6 of the Tax Act |
| Qualifying Investor | an individual aged 18 or over who satisfies the conditions of eligibility for tax relief available to investors in a VCT |
| 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 |
| Qualifying Shareholder | a Shareholder in a Company who satisfies the conditions of eligibility for tax relief available to investors in a VCT in respect of his or her shareholding |
| Registrars | Capita Registrars Limited trading as Capita Asset Services |
| Receiving Agent | Capita Registrars Limited trading as Capita Asset Services |
| Registration Document or this document |
this document dated 20 October 2014 |
| Restricted Territories | Canada, Australia, Japan and South Africa |
| Securities Note | the securities note issued by the Companies dated 20 October 2014 in connection with the Offers |
| Shareholders | holders of Shares in any one or more of the Companies, or the relevant Company, as the context permits (and each a Shareholder) |
| Shares | Maven VCT 1 Shares and/or Maven VCT 2 Shares and/or Maven VCT 3 Shares and/or Maven VCT 4 Shares and/or Maven VCT 5 Shares, as the context permits (and each a Share) |
| Summary | the summary issued by the Companies dated 20 October 2014 in connection with the Offers |
| Tax Act | the Income Tax Act 2007 (as amended) |
| 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 | 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 |
John Pocock Arthur MacMillan Sir Charles Stuart-Menteth Bt Fiona Wollocombe
Charles Nicolson The Hon Robert Kissin John Lawrence MBE David MacLellan Bill Nixon
Gregor Michie Ian Alexander Craig Atul Devani Andrew Murison Bill Nixon
Ian Cormack Malcolm Graham-Wood Andrew Lapping Bill Nixon David Potter Steven Scott
Allister Langlands Gordon Humphries Charles Young
Kintyre House 205 West George Street Glasgow G2 2LW
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
SGH Martineau LLP No 1 Colmore Square Birmingham B4 6AA
Howard Kennedy Corporate Services LLP 1 London Bridge London SE1 9BG
Lomond House 9 George Square Glasgow G2 1QQ
KPMG Audit plc 191 West George St Glasgow G2 2LJ
Capita Asset Services Corporate Actions The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Capital Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH
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