Registration Form • Sep 26, 2018
Registration Form
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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) 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) (TOGETHER, THE PROSPECTUS) 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 26 SEPTEMBER 2018. 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 58) 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.
(Registered in England and Wales with registered number 03908220)
(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.
Howard Kennedy Corporate Services LLP (Howard Kennedy), which is authorised and regulated in the United Kingdom for the conduct of investment business by the FCA, 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 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 48 of this document before taking any action.
Defined terms can be found on pages 55 to 57.
YOUR ATTENTION IS DRAWN TO THE RISK FACTORS ON PAGES 4 AND 5. 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 | 4 | |
|---|---|---|
| Part I: | The Directors and the Manager | 6 |
| Part II: | Investment Policies of the Companies | 14 |
| Part III: | Financial Information on the Companies | 16 |
| Part IV: | Portfolio Information | 19 |
| Part V: | General Information | 25 |
| Section A: Maven VCT 1 – General Information | 25 | |
| Section B: Maven VCT 5 – General Information | 32 | |
| Section C: General Information on the Companies | 39 | |
| Part VI: | Taxation Considerations | 51 |
| Part VII: | Definitions | 56 |
| Corporate Information | 59 |
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.
There can be no guarantee that any member of the Manager's team referred to in Part I of this document or otherwise with a significant role in the management of the Companies' investments will remain with Maven or that Maven will be able to attract and retain other suitable staff. The departure of a key member of the Manager's staff may have an adverse effect on the performance of the Companies.
The Finance Act 2018 introduced a new "risk-to-capital" condition for Qualifying Investments, designed to focus investments towards earlier stage, growing businesses, and away from investments which could be regarded as lower risk. The Company may not make any prohibited non-qualifying investments, including those which breach the "risk-to-capital" condition. These changes may mean that there are fewer opportunities for investment, that each Company may not necessarily be able to provide further investment funds for companies already in its portfolio and that there is therefore a greater element of risk given the focus on earlier stage businesses. This could affect the returns to the Company and Shareholders.
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 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 nonexecutive and 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. 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 and whether or not they have complied with the best practice provisions set out in the UK Corporate Governance Code (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. An updated version of the Code was published in July 2018 and will come into effect in respect of accounting periods beginning on or after 1 January 2019.
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 2018 (Maven VCT 1) and 30 November 2017 (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 and Lightsong Media Group 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 a number of other smaller businesses. Arthur is an ACA qualified Chartered Accountant and member of the Institute of Chartered Accountants in England and Wales.
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 Board's composition is regularly reviewed by the Directors, and Fiona will step down from the Board at the end of the current financial year. Shareholders will be informed when further information is available regarding the appointment of a replacement/additional Directors.
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:
Current directorships/partnerships Past directorships/partnerships COGNITO LIMITED ELECTRIC & GENERAL INVESTMENT FUND ISAT LIMITED LIGHTSONG MEDIA GROUP LIMITED MAVEN INCOME AND GROWTH VCT PLC SYNERGIE GLOBAL LIMITED SYNVEST LIMITED THE SHERBORNE SCHOOL FOUNDATION YOUNG BRITISH-ENTREPRENEUR LIMITED
CASTLEGATE 665 LIMITED (DISSOLVED FOLLOWING LIQUIDATION) CASTLEGATE HIGH PARK LIMITED (DISSOLVED FOLLOWING LIQUIDATION) BRISTOL INNOVATIONS LIMITED EMMAUS BRISTOL PRESENCE NETWORKS LIMITED VL REALISATIONS LIMITED (DISSOLVED) CLIFTON COLLEGE DEVELOPMENT TRUST (DISSOLVED) ELECTRIC & GENERAL INVESTMENT TRUST PLC (IN LIQUIDATION)* FLEXIANT CORPORATION LIMITED FLEXIANT LIMITED (DISSOLVED) INTEGRATED SATELLITE APPLICATIONS TECHNOLOGIES LIMITED PUSH TECHNOLOGY LIMITED SYNERGIE BUSINESS LIMITED
Current directorships/partnerships Past directorships/partnerships 156 FINBOROUGH ROAD FREEHOLD LIMITED MAVEN INCOME AND GROWTH VCT PLC
ABLEMED HEALTH LIMITED ALEXANDER HEATH CONSULTING LIMITED CHANNEL MARINE (SALES) LIMITED (IN LIQUIDATION)* GARTMORE SNT PLC (DISSOLVED) HHSL LIMITED** INA SANCTUM DESIGNS LIMITED THE PROPERTY SERVICE PARTNERSHIP LIMITED STREAM MARINE TRAINING LIMITED
Current directorships/partnerships Past directorships/partnerships 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:
• Arthur MacMillan, John Pocock and Fiona Wollocombe have each served as a Maven VCT 1 Director for a period in excess of nine years (Code provision B.1.1). The Maven VCT 1 Board's policy on tenure is that Maven VCT 1 Directors need not serve on the Maven VCT 1 Board for a limited period of time only. The Maven VCT 1 Board does not consider that the length of service of a Maven VCT 1 Director is as important as the contribution he or she has to make and, therefore, the length of service will be determined by the Maven VCT 1 Board.
The Maven VCT 1 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. 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. 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 nonaudit work 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. Maven VCT 1 does have a remuneration committee, comprising the full Maven VCT 1 Board and which is chaired by Fiona Wollocombe. 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.
Allister is chairman of Standard Life UK Smaller Companies Trust plc and a non-executive director of a number of private companies. He was chairman of Exova Group plc and a non-executive director of WS Atkins PLC until July 2017 when both companies were sold. He also previously served as chairman, chief executive and group finance director of John Wood Group PLC. Allister 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.
Gordon has over 30 years' experience in financial services, particularly with regard to investment trusts. He was the head of investment companies at Standard Life Investments and prior to that was joint head of investment trusts at F&C Asset Management. Gordon has an MA (Hons) in Economics and Accountancy from the University of Edinburgh and he joined Ivory & Sime plc in 1988 after qualifying as a chartered accountant with Deloitte Haskins & Sells (now PwC). He is also a director of Foresight VCT plc, and was a member of the Institute of Chartered Accountants of Scotland Audit and Assurance Committee from 2005 to 2015.
Charles is chief executive of EG Thomson (Holdings) Limited, a private investment company. He is also a non-executive director of Ben Line Agencies Limited and his former directorships include 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 EY). He was employed by The British Linen Bank Limited between 1979 and 1997, serving as a main board director, a director of its corporate finance division 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:
Current directorships/partnerships Past directorships/partnerships BRASH & SONS LIMITED D BRASH HOLDINGS LIMITED ETHOS ENERGY GROUP LIMITED MAVEN INCOME AND GROWTH VCT 5 PLC SAFFRON UK EQUITYCO LIMITED STANDARD LIFE UK SMALLER COMPANIES TRUST PLC
Current directorships/partnerships Past directorships/partnerships FORESIGHT VCT PLC MAVEN INCOME AND GROWTH VCT 5 PLC
Current directorships/partnerships Past directorships/partnerships BEN LINE AGENCIES HOLDINGS LIMITED BEN LINE AGENCIES LIMITED** BEN LINE AGENCIES LIMITED (JERSEY) BEN LINE SHIPPING LIMITED BEN MANAGEMENT SERVICES LIMTIED BORDLANDS DEVELOPMENTS LIMITED E.G. THOMSON (HOLDINGS) LIMITED E.G. THOMSON (TRAVEL) LIMITED EGTH (TRAVEL) LIMITED MAVEN INCOME AND GROWTH VCT 5 PLC SCOTTISH CONNECTIONS LIMITED
EXOVA GROUP PLC JOHN WOOD GROUP PLC WOOD GROUP HOLDINGS (INTERNATIONAL) LIMITED WOOD GROUP MANAGEMENT SERVICES LIMITED WS ATKINS PLC
MAITLAND ADMINISTRATION SERVICES (SCOTLAND) LIMITED
E.G. THOMSON (BULK CARRIERS) LIMITED (DISSOLVED)* EXAKT PRECISION TOOLS LIMITED* M.P. SEAWAYS S.S. LIMITED (DISSOLVED) SIMBA LOGISTICS (H.K.) LIMITED SUTHERLAND ASSOCIATES (A PARTNERSHIP)
*The company was placed into members' voluntary 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 2017.
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 Code, 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:
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. The Maven VCT 5 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.
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 report to the Maven VCT 5 Board. Historically, the audit committee has also reviewed the internal controls, but this is now 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 nonaudit work, 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 FCA (Reg. No. 495929). It took over the management of Maven VCT 1, Maven VCT 2, Maven VCT 3, Maven VCT 4 and Maven VCT 6, when the senior members of the private equity division of Aberdeen Asset Management (Aberdeen) bought out the business in 2009. The management team at the time of the buyout 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 Fifth Floor, 1-2 Royal Exchange, London EC3V 3LF. 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 five individual partners: Bill Nixon, Andrew Craig, 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 in each year 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 (if any).
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, exclusive of VAT (if any) and which is to increase to £100,000 with effect from 1 March 2019.
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 a base investment management fee of 1.6% of the net asset value 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:
Maven is entitled to a fee for the provision of administrative services which is subject to annual adjustment by reference to increases in the Retail Prices Index. The fee amounted to £81,000 for the year ended 30 November 2017 is payable quarterly in arrears and is exclusive of VAT (if any).
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 income for its Shareholders. Maven VCT 1 intends to achieve its objective by:
Maven VCT 1 manages and minimises investment risk by:
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 income for its Shareholders.
Maven VCT 5 intends to achieve its objective by:
Maven VCT 5 manages and minimises investment risk by:
Maven VCT 1 has produced annual statutory accounts for the three financial years ended 29 February 2016, 28 February 2017 and 28 February 2018. The auditors, Deloitte LLP of 110 Queen Street, Glasgow, G1 3BX have reported on these statutory accounts without qualification and without statements under Sections 495 to 497 of CA 2006. Deloitte LLP is a member firm of the Institute of Chartered Accountants in England and Wales.
The annual reports referred to above were prepared in accordance with FRS 102 the fair value rules of CA 2006 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The 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.
| 2016 | 2017 | 2018 | |
|---|---|---|---|
| Description | Annual Report | Annual Report | Annual Report |
| Balance sheet | Page 57 | Page 56 | Page 58 |
| Income statement (or equivalent) | Page 56 | Page 55 | Page 56 |
| Statement showing all changes | |||
| in equity (or equivalent note) | Page 56 | Page 55 | Page 57 |
| Cash flow statements | Page 58 | Page 57 | Page 59 |
| Notes to the Financial Statements | Pages 59 – 70 | Pages 58 – 68 | Pages 60 – 69 |
| Auditors' report | Pages 51 – 54 | Pages 49 – 53 | Pages 49 – 54 |
Maven VCT 1's published annual report and accounts for the three financial years ended 29 February 2016, 28 February 2017 and 28 February 2018 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:
| 2016 | 2017 | 2018 | |
|---|---|---|---|
| Description | Annual Report | Annual Report | Annual Report |
| Objective | Page 13 | Page 13 | Page 13 |
| Performance summary | Page 5 – 6 | Page 5 – 6 | Page 5 – 6 |
| Results and dividend | Page 5 – 6 | Page 5 – 6 | Page 5 – 6 |
| Investment policy | Page 13 | Page 13 | Page 13 |
| Chairman's statement | Pages 9 – 11 | Pages 9 – 11 | Pages 9 – 11 |
| Managers' review | Pages 18 – 22 | Pages 18 – 23 | Pages 18 – 23 |
| Portfolio summary | Pages 29 – 30 | Pages 30 – 31 | Pages 30 – 31 |
| Valuation policy | Page 15 | Page 15 | Page 15 |
The key figures that summarise Maven VCT 1's financial position in respect of the three financial years ended 29 February 2016, 28 February 2017 and 28 February 2018 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| 2016 | 2017 | 2018 | |
|---|---|---|---|
| Description | Annual Report | Annual Report | Annual Report |
| Profit/loss on ordinary activities | |||
| before taxation (£'000) | 3,865 | 2,080 | 903 |
| Earnings per Maven VCT 1 Share (p) | 6.79 | 1.56 | 3.77 |
| Dividends declared per Maven | |||
| VCT 1 Share (p) | 6.00 | 6.00 | 5.66 |
| Net assets (£'000) | 36,889 | 35,589 | 31,172 |
| NAV per Maven VCT 1 Share (p) | 68.06 | 65.84 | 58.20 |
The unaudited net asset value per Maven VCT 1 Share as at 31 May 2018 (being the most recent NAV per Maven VCT 1 Share published by Maven VCT 1 prior to the publication of this document) was 51p per Maven VCT 1 Share. Since 31 May 2018 a dividend of 5.1p per Maven VCT 1 Share was paid on 22 June 2018.
There has been no significant change in the financial or trading position of Maven VCT 1 since 28 February 2018 (being the last date up to which Maven VCT 1 has published audited annual financial information).
Maven VCT 5 has produced annual statutory accounts for the three financial years ended 30 November 2015, 30 November 2016 and 30 November 2017. The auditors Deloitte LLP of 110 Queen Street, Glasgow, G1 3BX have reported on the statutory accounts for the financial years ended 30 November 2016 and 30 November 2017 without qualification and without statements under Sections 495 to 497 of CA 2006. Deloitte LLP is a member firm of the Institute of Chartered Accountants in England and Wales. The statutory accounts for the financial year ended 30 November 2015 were reported on by the previous auditor, KPMG LLP of 191 West George Street, Glasgow, G2 2LJ, without qualification and without statements under Sections 495 to 497 of CA 2006.
The annual reports referred to above were prepared in accordance with FRS 102, the fair value rules of CA 2006 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts. The unaudited half yearly reports of Maven VCT 5 for the six months ended 31 May 2017 and 31 May 2018 were prepared in accordance with FRS 102. 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 | 2015 Annual Report |
2016 Annual Report |
2017 Half Yearly Report |
2017 Annual Report |
2018 Half Yearly Report |
|---|---|---|---|---|---|
| Balance sheet Income statement (or equivalent) Statement showing all changes |
Page 57 Page 56 |
Page 57 Page 56 |
Page 23 Page 21 |
Page 59 Page 57 |
Page 23 Page 21 |
| in equity (or equivalent note) Cash flow statements Notes to the Financial Statements Auditors' report |
Page 56 Page 58 Pages 59 – 71 Pages 52 – 54 |
Page 56 Page 58 Pages 59 – 69 Pages 50 – 54 |
Page 22 Page 24 Page 25 N/A |
Page 58 Page 60 Pages 61 – 70 Pages 50 – 55 |
Page 22 Page 24 Page 25 N/A |
Maven VCT 5's published annual report and accounts for the three financial years ended 30 November 2015, 30 November 2016 and 30 November 2017 and the unaudited half yearly reports of Maven VCT 5 for the six months ended 31 May 2017 and 31 May 2018 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:
| 2017 | 2018 | |||
|---|---|---|---|---|
| 2015 | 2016 | Half | 2017 | Half |
| Annual | Annual | Yearly | Annual | Yearly |
| Report | Report | Report | Report | Report |
| Page 12 | Page 13 | Page 2 | Page 13 | Page 2 |
| Pages 5 – 6 | Pages 5 – 6 | Pages 5 – 6 | Pages 5 – 6 | Pages 5 – 6 |
| Pages 5 – 6 | ||||
| N/A | ||||
| Pages 8 – 10 | Pages 9 – 11 | Pages 8 – 9 | Pages 9 – 11 | Pages 8 – 9 |
| N/A | ||||
| Pages 5 – 6 Page 12 |
Pages 5 – 6 Page 13 |
Pages 5 – 6 N/A |
Pages 5 – 6 Page 13 Pages 17 – 23 Pages 18 – 23 Pages 10 – 14 Pages 18 – 23 Pages 10 – 14 Pages 30 – 32 Pages 30 – 32 Pages 15 – 17 Pages 30 – 32 Pages 15 – 17 Page 14 Page 15 N/A Page 15 |
The key figures that summarise Maven VCT 5's financial position in respect of the three financial years ended 30 November 2015, 30 November 2016 and 30 November 2017, and the unaudited six month periods ended 31 May 2017 and 31 May 2018, which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| 2017 | 2018 | ||||
|---|---|---|---|---|---|
| 2015 | 2016 | Half | 2017 | Half | |
| Annual | Annual | Yearly | Annual | Yearly | |
| Description | Report | Report | Report | Report | Report |
| Profit/loss on ordinary activities | |||||
| before taxation (£'000) | 3,488 | 148 | 2,346 | 3,636 | 1,339 |
| Earnings per Maven | |||||
| VCT 5 Share (p) | 4.64 | 0.19 | 3.04 | 4.18 | 1.76 |
| Dividends declared per Maven | |||||
| VCT 5 Share (p) | 2.65 | 2.65 | 1.70 | 3.20 | 3.70 |
| Net assets (£'000) | 32,032 | 30,011 | 30,961 | 29,238 | 27,521 |
| NAV per Maven VCT 5 | |||||
| Share (p) | 41.42 | 38.92 | 40.28 | 38.24 | 36.37 |
The unaudited net asset value per Maven VCT 5 Share as at 31 May 2018 (being the most recent NAV per Maven VCT 5 Share published by Maven VCT 5 prior to the publication of this document) was 36.37p per Maven VCT 5 Share.
There has been no significant change in the financial or trading position of Maven VCT 5 since 31 May 2018 (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 latest valuations carried out by the Maven VCT 1 Board as comprised within the management accounts of Maven VCT 1 as at 28 February 2018 (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.
| % of | |||||
|---|---|---|---|---|---|
| Valuation | Cost | total | |||
| Investment | Sector | £'000** | £'000 | assets | Structure |
| Unlisted | |||||
| Martel Instruments Holdings | Electronic and electrical | ||||
| Limited | equipment | 1,104 | 1,234 | 3.4 | Debt/equity |
| ELE Advanced Technologies | |||||
| Limited | Aerospace | 993 | 192 | 3.2 | Debt/equity |
| CatTech International Limited | Support services | 982 | 627 | 3.2 | Debt/equity |
| GEV Holdings Limited | Diversified industrials | 942 | 728 | 3.0 | Debt/equity |
| Ensco 969 Limited (trading as DPP) Support services | 885 | 733 | 2.8 | Debt/equity | |
| Vodat Communications Group | |||||
| Limited | Telecommunications | 880 | 567 | 2.8 | Debt/equity |
| Maven Co-invest Endeavour | |||||
| Limited Partnership (invested in | |||||
| Global Risk Partners) | Insurance | 871 | 436 | 2.8 | Equity |
| JT Holdings (UK) Limited | Household goods | ||||
| (trading as Just Trays) | and textiles | 796 | 522 | 2.6 | Debt/equity |
| Fathom Systems Group Limited | Diversified industrials | 711 | 711 | 2.3 | Debt/equity |
| Horizon Cremation Limited | Support services | 688 | 688 | 2.2 | Debt/equity |
| Glacier Energy Services | |||||
| Holdings Limited | Energy services | 688 | 688 | 2.2 | Debt/equity |
| HCS Control Systems Group | |||||
| Limited | Energy services | 611 | 846 | 2.0 | Debt/equity |
| Flow UK Holdings Limited | Software and computer | ||||
| services | 598 | 598 | 1.9 | Debt/equity | |
| CB Technology Group Limited | Electronic and electrical | ||||
| equipment | 579 | 579 | 1.9 | Debt/equity | |
| R&M Engineering Group Limited | Energy services | 572 | 762 | 1.8 | Debt/equity |
| Torridon (Gibraltar) Limited | Insurance | 555 | – | 1.8 | Equity |
| Rockar 2016 Limited (trading | |||||
| as Rockar) | Automobiles and parts | 551 | 551 | 1.8 | Debt/equity |
| Castlegate 737 Limited (trading | Engineering and | ||||
| as Cursor Controls) | machinery | 534 | 324 | 1.7 | Debt/equity |
| The GP Service (UK) Limited | Health | 498 | 498 | 1.6 | Debt/equity |
| RMEC Group Limited | Energy services | 463 | 463 | 1.5 | Debt/equity |
| ITS Technology Group Limited | Telecommunications | 447 | 447 | 1.4 | Debt/equity |
| Attraction World Holdings Limited | Support services | 400 | 21 | 1.3 | Equity |
| QikServe Limited | Technology | 398 | 398 | 1.3 | Equity |
| ADC Biotechnology Limited | Pharmaceuticals and | ||||
| biotechnology | 378 | 378 | 1.2 | Equity | |
| Contego Fraud Solutions Limited | Software and | ||||
| computer services | 348 | 348 | 1.1 | Debt/equity | |
| Chic Lifestyle Limited (trading | |||||
| as Chic Retreats) | Leisure and hotels | 292 | 292 | 0.9 | Debt/equity |
| % of | |||||
|---|---|---|---|---|---|
| Valuation | Cost | total | |||
| Investment | Sector | £'000** | £'000 | assets | Structure |
| eSafe Systems Limited | Software and | ||||
| computer services | 249 | 249 | 0.8 | Debt/equity | |
| TC Communications Holdings | |||||
| Limited | Support services | 241 | 413 | 0.8 | Debt/equity |
| Whiterock Group Limited ISN Solutions Group Limited |
Technology Support services |
209 205 |
209 323 |
0.7 0.7 |
Debt/equity Debt/equity |
| ebb3 Limited | Software and | ||||
| computer services | 183 | 183 | 0.6 | Debt/equity | |
| Cognitive Geology Limited | Software and | ||||
| computer services | 179 | 179 | 0.6 | Equity | |
| Growth Capital Ventures Limited | Investment company | 159 | 159 | 0.5 | Equity |
| Curo Compensation Limited | Software and | ||||
| computer services | 149 | 149 | 0.5 | Debt/equity | |
| Lawrence Recycling and Waste | |||||
| Management Limited | Support services | 135 | 951 | 0.4 | Debt/equity |
| WaterBear Education Limited | Support services | 120 | 120 | 0.4 | Debt/equity |
| FLXG Scotland Limited (formerly Flexlife Group Limited) |
Energy services | 60 | 277 | 0.2 | Debt/equity |
| Other unlisted investments | 73 | 3,103 | 0.2 | ||
| –––––– | –––––– | –––––– | |||
| Total unlisted | 18,726 | 19,946 | 60.1 | ||
| Quoted | –––––– | –––––– | –––––– | ||
| Cello Group PLC | Media and | ||||
| entertainment | 365 | 310 | 1.2 | Equity | |
| Plastics Capital PLC | Household goods | ||||
| and textiles | 312 | 260 | 1.0 | Equity | |
| Angle PLC | Support services | 82 | 114 | 0.3 | Equity |
| Vianet Group PLC | Software and | ||||
| computer services | 39 | 37 | 0.1 | Equity | |
| esure Group PLC | Insurance | 19 | – | 0.1 | Equity |
| Other quoted investments | – –––––– |
242 –––––– |
– –––––– |
||
| Total quoted | 817 | 963 | 2.7 | ||
| –––––– | –––––– | –––––– | |||
| Private equity investment trusts | |||||
| HgCapital Trust PLC | 122 | 100 | 0.4 | ||
| Princess Private Equity Holding Limited | 121 | 98 | 0.4 | ||
| F&C Private Equity Investment Trust PLC | 114 | 103 | 0.4 | ||
| Apax Global Alpha Limited | 107 | 99 | 0.3 | ||
| Standard Life Private Equity Trust PLC | 56 –––––– |
43 –––––– |
0.1 –––––– |
||
| Total private equity investment trusts | 520 | 443 | 1.6 | ||
| Real estate investment trusts | –––––– | –––––– | –––––– | ||
| Schroder REIT Limited | 107 | 99 | 0.4 | ||
| Custodian REIT PLC | 106 | 99 | 0.4 | ||
| Standard Life Investment Property | |||||
| Income Trust Limited | 105 | 99 | 0.3 | ||
| British Land Company PLC | 104 | 99 | 0.3 | ||
| Target Healthcare REIT Limited | 94 | 98 | 0.3 | ||
| Regional REIT Limited | 92 | 99 | 0.3 | ||
| Total real estate investment trusts | –––––– 608 |
–––––– 593 |
–––––– 2.0 |
||
| –––––– | –––––– | –––––– | |||
| –––––– | –––––– | 66.4 –––––– |
|||
| Total investments | 20,671 | 21,945 |
* Unless otherwise stated, all the investments set out above are in portfolio companies incorporated in the UK.
** Save for:
(i) the following new investments:
| Investment | Date of acquisition |
Value of acquisition |
|---|---|---|
| BioAscent Discovery limited | 19/06/18 | £174,120 |
| Bright Network Limited | 17/07/18 | £273,630 |
| Growth Capital Ventures Limited | 07/06/18 | £97,669 |
| ITS Technology Group Limited | 14/06/18 | £248,750 |
| Lending Works Limited | 09/04/18 | £348,712 |
| QikServe Limited | 30/03/18 | £119,407 |
| The GP Service (UK) Limited | 28/06/18 | £200,264 |
| Whiterock Group Limited | 16/07/18 | £111,938 |
| (ii) the following disposals: |
||
| Date of | Value of | |
| Investment | disposal | disposal |
| Apax Global Alpha Limited | 27/06/18 | £88,956 |
| British Land Company PLC | 21/03/18 | £106,718 |
| CHS Engineering Services Limited | 14/05/18 | £2,106 |
| Custodian REIT PLC | various dates | £109,455 |
| F&C Private Equity Trust PLC | 29/06/18 | £37,335 |
| HgCapital Trust PLC | 29/06/18 & 24/07/18 | £134,210 |
| House of Dorchester Limited | 28/03/18 | £96,962 |
| (deferred | ||
| proceeds) | ||
| Princess Private Equity Holding Limited | 29/06/18 & 26/07/18 | £119,504 |
| Schroder REIT Limited | various dates | £105,580 |
| SPS (EU) Holdings Limited | 07/03/18 | £18,460 |
| (deferred | ||
| proceeds) | ||
| Standard Life Investment Property Income Trust Limited | various dates | £101,092 |
| Target Healthcare REIT Limited | various dates | £95,583 |
and
(iii) general movements in cash/listed fixed income balances as a result of ongoing investments and realisations,
there has been no material change to the valuations used to prepare the above analysis (28 February 2018 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 May 2018 (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.
| Investment | Sector | Valuation £'000** |
Cost £'000 |
% of total assets |
Structure |
|---|---|---|---|---|---|
| Unlisted | |||||
| JT Holdings (UK) Limited | Household goods | ||||
| (trading as Just Trays) | and textiles | 1,062 | 696 | 3.9 | Debt/equity |
| Glacier Energy Services | |||||
| Holdings Limited | Energy services | 643 | 643 | 2.3 | Debt/equity |
| Maven Co-invest Endeavour | |||||
| Limited Partnership (invested | |||||
| in Global Risk Partners) | Insurance | 606 | 303 | 2.2 | Equity |
| Fathom Systems Group Limited | Diversified industries | 593 | 593 | 2.2 | Debt/equity |
| Ensco 969 Limited (trading | |||||
| as DPP) | Support services | 584 | 515 | 2.1 | Debt/equity |
| % of | |||||
|---|---|---|---|---|---|
| Valuation | Cost | total | |||
| Investment | Sector | £'000** | £'000 | assets | Structure |
| Horizon Cremation Limited Rockar 2016 Limited (trading |
Support services | 560 | 560 | 2.0 | Debt/equity |
| as Rockar) CB Technology Group Limited |
Automobiles Electronic and |
551 | 551 | 2.0 | Debt/equity |
| Castlegate 737 Limited (trading | electrical equipment Engineering and |
521 | 521 | 1.9 | Debt/equity |
| as Cursor Controls) | machinery | 519 | 274 | 1.9 | Debt/equity |
| Flow UK Holdings Limited | Software and computer services |
498 | 498 | 1.8 | Debt/equity |
| The GP Service (UK) Limited Vodat Communications |
Health | 498 | 498 | 1.8 | Debt/equity |
| Group Limited | Telecommunications | 476 | 264 | 1.7 | Debt/equity |
| CatTech International Limited | Support services | 468 | 299 | 1.7 | Debt/equity |
| GEV Holdings Limited | Diversified industrials | 435 | 336 | 1.6 | Debt/equity |
| QikServe Limited | Technology | 388 | 388 | 1.4 | Equity |
| Cambridge Sensors Limited | Health | 342 | 1,184 | 1.2 | Equity |
| RMEC Group Limited Lending Works Limited |
Energy services Software and |
308 | 308 | 1.1 | Debt/equity |
| computer services | 299 | 299 | 1.1 | Equity | |
| ITS Technology Group Limited Contego Solutions Limited |
Telecommunications Software and |
299 | 299 | 1.1 | Debt/equity |
| (trading as NorthRow) ADC Biotechnology Limited |
computer services Pharmaceuticals and |
299 | 299 | 1.1 | Debt/equity |
| biotechnology | 298 | 298 | 1.1 | Equity | |
| HCS Control Systems Group | |||||
| Limited | Energy services | 269 | 373 | 1.0 | Debt/equity |
| R&M Engineering Group Limited eSafe Global Limited |
Energy services Software and |
268 | 357 | 1.0 | Debt/equity |
| computer services | 224 | 224 | 0.8 | Debt/equity | |
| Whiterock Group Limited | Technology | 209 | 209 | 0.8 | Debt/equity |
| ISN Solutions Group Limited | Support services | 159 | 250 | 0.6 | Debt/equity |
| ebb3 Limited | Software and | ||||
| Cognitive Geology Limited | computer services Software and |
150 | 150 | 0.5 | Debt/equity |
| computer services | 149 | 149 | 0.5 | Equity | |
| Growth Capital Ventures Limited Martel Instruments Holdings |
Investment company Electronic and |
144 | 144 | 0.5 | Equity |
| Limited | electrical equipment | 132 | 132 | 0.5 | Debt/equity |
| Curo Compensation Limited | Software and | ||||
| computer services | 124 | 124 | 0.5 | Debt/equity | |
| WaterBear Education Limited | Support services | 120 | 120 | 0.4 | Debt/equity |
| DMack Limited | Automobiles and parts | 45 | 271 | 0.2 | Debt/equity |
| Space Student Living Limited Other unlisted investments |
Support services | 35 8 |
– 2,023 |
0.1 – |
Debt/equity |
| –––––– | –––––– | –––––– | |||
| Total unlisted | 12,283 –––––– |
14,152 –––––– |
44.6 –––––– |
||
| Quoted | |||||
| Ideagen PLC (formerly Datum | Software and | ||||
| International PLC) | computer services | 3,850 | 219 | 14.0 | Equity |
| Water Intelligence PLC | Support services | 1,320 | 309 | 4.7 | Equity |
| Servoca PLC | Support services | 470 | 612 | 1.6 | Equity |
| Vianet Group PLC (formerly | Software and | ||||
| Brulines Group PLC) | computer services | 411 | 405 | 1.5 | Equity |
| Concurrent Technologies PLC | Information technology | 390 | 161 | 1.4 | Equity |
| % of | |||||
|---|---|---|---|---|---|
| Investment | Sector | Valuation £'000** |
Cost £'000 |
total assets |
Structure |
| ClearStar Inc | Software and computer services |
382 | 435 | 1.4 | Equity |
| K3 Business Technology | Software and | ||||
| Group PLC | computer services | 350 | 238 | 1.3 | Equity |
| Access Intelligence PLC | Software and | ||||
| computer services | 324 | 362 | 1.2 | Equity | |
| Synectics PLC (formerly | |||||
| Quadnetics Group PLC) | Support services | 283 | 308 | 1.0 | Equity |
| Anpario PLC (formerly Kiotech | Pharmaceuticals and | ||||
| International PLC) | biotechnology | 281 | 69 | 1.0 | Equity |
| Vectura Group PLC | Pharmaceuticals and | ||||
| biotechnology | 263 | 153 | 1.0 | Equity | |
| Netcall PLC | Software and computer services |
210 | 26 | 0.8 | Equity |
| Sinclair Pharma PLC (formerly | Pharmaceuticals and | ||||
| IS Pharma PLC) | biotechnology | 200 | 405 | 0.7 | Equity |
| Avingtrans PLC | Engineering and | ||||
| machinery | 190 | 54 | 0.7 | Equity | |
| Dods Group PLC | Media and | ||||
| entertainment | 185 | 450 | 0.7 | Equity | |
| EKF Diagnostics Holdings PLC | Health | 185 | 85 | 0.7 | Equity |
| Croma Security Solutions | |||||
| Group PLC | Aerospace | 161 | 433 | 0.6 | Equity |
| Sprue Aegis PLC | Support services | 98 | 35 | 0.4 | Equity |
| Omega Diagnostics Group PLC | Health | 72 | 130 | 0.3 | Equity |
| Egdon Resources PLC | Energy services | 69 | 48 | 0.3 | Equity |
| Amerisur Resources PLC Premier Oil PLC |
Energy services Energy services |
56 48 |
53 169 |
0.2 0.2 |
Equity Equity |
| Vertu Motors PLC | General retailers | 41 | 50 | 0.1 | Equity |
| Peninsular Gold Limited | Mining | 36 | 300 | 0.1 | Equity |
| AorTech International PLC | Pharmaceuticals and | ||||
| biotechnology | 23 | 229 | 0.1 | Equity | |
| MBL Group PLC | Media and | ||||
| entertainment | 17 | 357 | 0.1 | Equity | |
| IGas Energy PLC | Energy services | 17 | 184 | 0.1 | Equity |
| Transense Technologies PLC | Automobiles and parts | 13 | 1,188 | – | Equity |
| Infrastrata PLC | Energy services | 7 | 2,264 | – | Equity |
| Other quoted investments | 7 –––––– |
2,024 –––––– |
– –––––– |
||
| Total quoted | 9,959 –––––– |
11,755 –––––– |
36.2 –––––– |
||
| Private equity investment trusts | |||||
| HgCapital Trust PLC | 131 | 100 | 0.5 | ||
| F&C Private Equity Investment Trust PLC | 125 | 102 | 0.5 | ||
| Princess Private Equity Holding Limited | 119 | 98 | 0.4 | ||
| Apax Global Alpha Limited | 101 | 99 | 0.4 | ||
| Standard Life Private Equity Trust PLC | 53 | 43 | 0.2 | ||
| Total private equity investment trusts | –––––– 529 |
–––––– 442 |
–––––– 1.9 |
||
| –––––– | –––––– | –––––– | |||
| Real estate investment trusts Regional REIT Limited |
88 | 99 | 0.3 | ||
| Custodian REIT PLC | 72 | 64 | 0.3 | ||
| –––––– | –––––– | –––––– | |||
| Total real estate investment trusts | 160 –––––– |
163 –––––– |
0.6 –––––– |
||
| Total investments | 22,931 | 26,512 | 83.3 | ||
| –––––– | –––––– | –––––– |
*Unless otherwise stated, all the investments set out above are in portfolio companies incorporated in the UK. **Save for:
| Value of |
|---|
| acquisition |
| £174,120 |
| £273,630 |
| £88,512 |
| £165,837 |
| £200,264 |
| £111,938 |
| Investment | Date of disposal |
Value of disposal |
|---|---|---|
| Apax Global Alpha Limited | 27/06/18 | £88,954 |
| Custodian REIT PLC | 27/07/18 | £71,652 |
| F&C Private Equity Trust PLC | various dates | £118,903 |
| HgCapital Trust PLC | 29/06/18 & 24/07/18 | £134,230 |
| Ideagen PLC | 18/07/18 | £321,854 |
| Princess Private Equity Holding Limited | 29/06/18 & 26/07/18 | £119,513 |
| Regional REIT Limited | 25/07/18 | £87,852 |
| Water Intelligence | various dates | £218,032 |
and
(iii) general movements in cash/listed fixed income balances as a result of ongoing investments and realisations,
there has been no material change to the valuations used to prepare the above analysis (31 May 2018 being the date on which those valuations were undertaken).
As at 24 September 2018 (being the latest practicable date prior to the publication of this document), Maven VCT 1's share capital comprised 53,118,884 Maven VCT 1 Shares (all of which were fully paid and none of which were held in treasury).
(iii) During the financial year ended 28 February 2018, Maven VCT 1 issued nil Maven VCT 1 Shares and bought back 489,000 Maven VCT 1 Shares. As at 1 March 2018, the issued share capital of Maven VCT 1 comprised 53,563,884 Maven VCT 1 Shares, none of which were held in treasury.
(iv) During the current period to 24 September 2018 (being the latest practicable date prior to the publication of this document), Maven VCT 1 issued Nil Maven VCT 1 Shares and bought back 445,000 Maven VCT 1 Shares.
before such expiry enter into a contract to purchase Maven VCT 1 Shares which will or may be completed wholly or partly after such expiry.
(a) As at 24 September 2018 (being the latest practicable date prior to publication of this document), save as set out below Maven VCT 1 was not aware of any person who directly or indirectly, has an interest in Maven VCT 1's capital or voting rights which is notifiable under UK law.
| % of Issued | ||
|---|---|---|
| No. of Maven | Maven VCT 1 | |
| Maven VCT 1 Shareholder | VCT 1 Shares | Share capital |
| Hargreaves Lansdown (Nominees) Limited (HLNOM Account) | 3,295,702 | 6.20 |
| Pershing Nominees Limited (DJCLT Acct)* | 1,595,708 | 3.00 |
| % of issued | ||
|---|---|---|
| No. of Maven | Maven VCT 1 | |
| Maven VCT 1 Director | VCT 1 Shares | Share capital |
| John Pocock | 77,955 | 0.15 |
| Arthur MacMillan | 96,609 | 0.18 |
| Fiona Wollocombe | 50,000 | 0.09 |
The annual directors' fees payable to the Maven VCT 1 Directors are: John Pocock receives £21,000 (2018: £21,000), Arthur MacMillan receives £19,000 (2018: £19,000) and Fiona Wollocombe receives £17,000 (2018: 17,000). 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 2019 under the arrangements in force at the date of this document will not exceed £57,000 (2017: £57,000) plus out-of-pocket expenses.
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 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:
(c) A co-investment agreement dated 19 June 2006 between Maven VCT 1 and Aberdeen Asset Managers Limited (which was subsequently novated to Maven) in respect of a co-investment scheme with Maven, whereby executive members of the manager's staff invest alongside Maven VCT 1 and other Maven managed VCTs. The scheme operates through a nominee company, controlled by Maven, which invests alongside Maven VCT 1 in each and every transaction made, including any follow on investments. The terms of the scheme ensure that all investments are made on identical terms to those of Maven VCT 1 and that no selection of investments will be allowed. The shares held under the co-investment scheme will be acquired and realised at the same time and on the same terms (in relation to the relevant securities) as shares held by Maven VCT 1 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 1 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 1 and the co-investing executives, except where the only securities to be acquired by Maven VCT 1 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 1's net assets.
(d) An offer agreement dated 26 September 2018 between Maven VCT 1, the Maven VCT 1 Directors, Howard Kennedy and the Manager, pursuant to which Howard Kennedy has agreed to act as sponsor to the Maven VCT 1 offer and the Manager has undertaken, as agent of Maven VCT 1, to use its reasonable endeavours to procure subscribers under the Maven VCT 1 Offer. Neither Howard Kennedy nor the Manager is obliged to subscribe for Maven VCT 1 Shares under the Maven VCT 1 Offer. Under the agreement Maven VCT 1 has agreed to pay the Manager an offer administration fee in respect of the Maven VCT 1 Offer of 2.5% of Application Amounts in respect of Applications accepted under the Maven VCT 1 Offer and the Manager has agreed to meet the costs of the Maven VCT 1 Offer, excluding any initial execution-only intermediary commission and excluding any annual execution-only intermediary trail commission unless it is no longer appointed as the manager of Maven VCT 1 in which case annual trail commission will be paid by Maven VCT 1. The Manager has agreed to indemnify Maven VCT 1 against any costs of the Maven VCT 1 Offer in excess of this amount. Under the agreement, which may be terminated by Howard Kennedy and the Manager in certain circumstances, certain warranties have been given by Maven VCT 1 and the Maven VCT 1 Directors to Howard Kennedy and the Manager, subject to certain limitations. Maven VCT 1 has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in the usual form for a contract of this type. The agreement may be terminated by Howard Kennedy if any statement in the Prospectus is untrue, any material omission from the Prospectus arises or any breach of warranty occurs.
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 ensuring ongoing compliance with the VCT investment rules. There will, therefore, be variations in the amount of dividends paid year on year.
(b) The maximum expenses payable by Maven VCT 1 in connection with the Maven VCT 1 Offer (including VAT where applicable) will be an amount equal to 2.5% of the Application Amounts in respect of applications accepted under the Maven VCT 1 Offer, plus execution only initial commission, plus execution-only annual trail commission. The total expenses will, therefore, be a maximum of £1,400,000 (assuming that the Maven VCT 1 Offer is fully subscribed at £20 million and all investors use an 'execution-only' intermediary and the maximum amount of initial commission of up to 4.5% is payable, but ignoring any annual trail commission, which may become payable by Maven VCT 1). The maximum net proceeds will, on the same basis, amount to at least £18,600,000.
(c) Maven VCT 1 does not have any major shareholders and no Shareholders of Maven VCT 1 have different voting rights. Maven VCT 1 is not directly controlled by any other party and, as at 24 September 2018 (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.
(iv) During the current period to 24 September 2018 (being the latest practicable date prior to the publication of this document), Maven VCT 5 issued Nil Maven VCT 5 Shares and bought back 1,000,500 Maven VCT 5 Shares.
(c) The following authorities were granted at the annual general meeting of Maven VCT 5 on 24 April 2018:
IV. unless previously renewed, varied or revoked, the authority conferred 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, save that Maven VCT 5 may before such expiry enter into a contract to purchase Maven VCT 5 Shares which will or may be completed wholly or partly after such expiry.
(d) At the general meeting of Maven VCT 5 to be held on 2 November 2018, the following resolutions will be proposed:
(a) As at 24 September 2018 (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:
| % of Issued | ||
|---|---|---|
| No. of Maven | Maven VCT 5 | |
| Maven VCT 5 Shareholder | VCT 5 Shares | Share capital |
| Barclays Direct Investing Nominees | ||
| Limited Client1 Acct | 4,188,397 | 5.55 |
| Hargreaves Lansdown (Nominees) | ||
| Limited HLNOM Acct | 3,512,205 | 4.65 |
| TCAM Nominees (No.1) Limited | 3,389,609 | 4.49 |
| Pershing Nominees Limited (DJCLT Acct)* | 2,832,500 | 3.75 |
* held on behalf of Maven Capital Partners UK LLP.
(b) As at 24 September 2018 (being the latest practicable date before the publication of this document) the holdings of Shares (or options in respect of the same) of the Maven VCT 5 Directors were as follows:
| % of Issued | |
|---|---|
| Maven VCT 5 | |
| VCT 5 Shares | Share capital |
| 695,465 | 0.93 |
| 0.09 | |
| 89,443 | 0.12 |
| No. of Maven 62,090 |
The annual Directors' fees payable to the Maven VCT 5 Directors are: Allister Langlands receives: £22,500 (2017: £22,000 actual), Gordon Humphries receives £21,000 (2017: £20,500 actual) and Charles Young receives £18,500 (2017: £18,000 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 2018 under the arrangements in force at the date of this document will not exceed £62,000.
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:
The Board of Maven VCT 5 has a policy of distributing regular tax-free dividends to Qualifying Shareholders, subject to the availability of surplus revenue, the adequacy of reserves, the proceeds from any further realisations and the VCT qualifying level of the portfolio all of which are kept under close review by the Board and the Manager. The move to support younger and earlier stage companies, as dictated by the new VCT investment rules, may result in less predictable capital gains and income flows, with future distributions likely to be subject to fluctuation.
(i) Applications will be made for the admission of the Maven VCT 5 Shares to be issued under the Maven VCT 5 Offer to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange. The Maven VCT 5 Shares shall be in registered form and may be in either certificated or uncertificated form. Maven VCT 5 Shares in uncertificated form will be credited to CREST accounts.
(j) There have been no significant factors, whether governmental, economic, fiscal, monetary or political, including unusual or infrequent events or new developments nor any known trends, uncertainties, demands, commitments or events that are reasonably likely to have an effect on Maven VCT 5's prospects or which have materially affected the Maven VCT 5's income from operations so far as Maven VCT 5 and the Maven VCT 5 Directors are aware.
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.
1.2.1 Convening of general meeting
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.
1.2.2 Notice of general meeting
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.
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:
discretion to vote in the other way) he has one vote for and one vote against the resolution; and
III. each corporate representative present who has been duly authorised by a corporation has the same voting rights as the corporation would be entitled to.
1.4.1 Right to transfer
Subject to such restrictions of the Articles:
The Board may decline to register any transfer of a certificated share unless:
IV. in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.
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.
principal amount from time to time outstanding of all borrowings by the Group (exclusive of borrowings owing by one member of the Group to another member of the Group) shall not at any time without the previous sanction of an ordinary resolution of the Company exceed an amount equal to the Adjusted Capital and Reserves (provided that, prior to the publication of the first audited balance sheet of the Company, the aggregate principal amount of such borrowing shall not exceed 90% of the amount paid on the issued share capital of the Company, without the previous sanction of an ordinary resolution of the Company).
position may be dealt with, either before or at the time that such a conflict of interest arises provided that for this purpose the director in question and any other interested director are not counted in the quorum at any board meeting at which such matter, or such office, employment or position, is approved and it is agreed to without their voting or would have been agreed to if their votes had not been counted.
A director shall not be counted in the quorum present at a meeting to a resolution on which he is not entitled to vote.
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 shall 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 of Maven VCT 1, the Board of that Company is required to procure that a continuation resolution is proposed (as to whether the that Company shall continue in being as a venture capital trust) at the annual general meeting of that Company to be held in 2020, and at 5 yearly intervals thereafter. If, at such meeting, such a resolution is not passed, the Board shall convene a general meeting of the Company for a date not more than nine months (after the date of the meeting at which the continuation resolution was not passed) at which a special resolution shall be proposed with proposals for the liquidation, unitisation or reconstruction of the Company.
Under the Articles of Maven VCT 5, the Board of that Company is required to procure that at the annual general meeting which is to be held after the fifth anniversary of the last allotment of shares in that Company, and at every third subsequent annual general meeting of that Company thereafter, a continuation resolution is proposed (as to whether that Company shall continue in being as a venture capital trust). If, at such meeting, such a resolution is not passed, the Board shall convene a general meeting of the Company for a date not more than nine months (after the date of the meeting at which the continuation resolution was not passed) at which a special resolution shall be proposed with proposals for the re-organisation, reconstruction or voluntary winding up of the Company.
It is proposed by the Maven VCT 1 Board that the Articles for that Company are amended so that the requirement for a continuation resolution shall only arise at the annual general meeting which is to be held after the fifth anniversary of the last allotment of shares in that Company, and at every third subsequent annual general meeting of that Company convened thereafter. As is the case with Maven VCT 5, it is proposed that if, at such meeting, such a resolution is not passed, the Board shall convene a general meeting of the Maven VCT 1 for a date not more than nine months (after the date of the meeting at which the continuation resolution was not passed) at which a special resolution shall be proposed with proposals for the re-organisation, reconstruction or voluntary winding up of the Company.
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.
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.
V. have at least 10% by VCT Value of each Qualifying Investment in eligible shares;
VI. for funds raised in accounting periods beginning after 5 April 2018, at least 30% of those funds must be invested in Qualifying Investments by the anniversary of the end of that accounting period;
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 Company must be unquoted (for VCT purposes this includes companies whose shares are traded on the NEX 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 cannot be used by a Qualifying Company to fund the purchase of shares in another company, or of a business or intangible assets in use in a business.
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.
26 September 2018
The following is only a summary of the current law concerning the tax position of individual Qualifying Investors in VCTs. Potential investors are recommended to consult a duly authorised independent financial adviser as to the taxation consequences of an investment in a VCT. The tax rules or their interpretation in relation to an investment in the Companies and/or rates of tax may change during the life of the Companies and can be retrospective.
The tax reliefs set out below are those currently available to individuals aged 18 or over who are resident in the UK who subscribe for New Shares under the Offers and will be dependent on personal circumstances. Whilst there is no specific limit on the amount of an individual's acquisition of shares in a VCT, tax reliefs will only be given to the extent that the total of an individual's subscriptions or other acquisitions of shares in VCTs in any tax year does not exceed £200,000. Qualifying Investors who intend to invest more than £200,000 in VCTs in any one tax year should consult their professional advisers.
A Qualifying Investor subscribing for New Shares will be entitled to claim income tax relief on amounts subscribed up to a maximum of £200,000 invested in VCTs in any tax year.
The relief is given at the rate of 30% on the amount subscribed regardless of whether the Qualifying investor is a higher rate, additional rate or basic rate tax payer, provided that the relief is limited to the amount which reduces the Qualifying Investor's income tax liability to nil. Investments to be used as security for or financed by loans may not qualify for relief, depending on the circumstances.
A Qualifying Investor, who acquires shares in VCTs in any tax year having a value of up to a maximum of £200,000, will not be liable to income tax on dividends paid on those shares and there is no withholding tax thereon.
A Qualifying Investor who purchases existing shares in the market will be entitled to claim dividend relief (as described in paragraph 1.1.2 above) but not relief from income tax on investment (as described in paragraph 1.1.1 above).
Relief from income tax on a subscription for VCT shares (including new shares) will be withdrawn if the VCT shares are disposed of (other than between spouses or on death) within five years of issue or if the VCT loses its approval within this period as detailed below. There should be no loss of relief from tax on dividends or capital gains tax on disposal if the VCT shares are disposed of within five years of their issue.
Dividend relief ceases to be available if the VCT loses its approval within this period as detailed below.
A disposal by a Qualifying Investor of VCT shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax. The relief is limited to the disposal of VCT shares acquired within the limit of £200,000 for any tax year.
An individual purchaser of existing shares in the market will be entitled to claim relief from capital gains tax on disposal (as described in paragraph 1.2.1 above).
The disposal of existing shares in a VCT within six months either side of the subscription for new shares in the same VCT, or another VCT which it is known intends to merge with that VCT, (or otherwise where the acquisition and purchase is linked) will result in the amount of the investment in the new shares in the VCT to which VCT tax reliefs are available being reduced by an amount equal to the proceeds received on the disposal.
For each of the Companies to be fully approved as a VCT it must meet the various requirements for full approval as set out below. If the Company, which has been granted approval as a VCT, subsequently fails to comply with the VCT conditions for approval, approval as a VCT may be withdrawn. In these circumstances, relief from income tax on the initial investment is repayable unless loss of approval occurs more than five years after the issue of the relevant VCT shares. In addition, relief ceases to be available on any dividend paid in respect of profits or gains in any accounting period ending when VCT status has been lost and any gains on the VCT shares up to the date from which loss of VCT status is treated as taking effect will be exempt, but gains thereafter will be taxable.
The table below has been prepared for illustrative purposes only and does not form part of the summary of the tax reliefs contained in this Section. The table shows how the initial income tax relief available can reduce the effective cost of an investment of £10,000 in a VCT by a Qualifying Investor subscribing for VCT shares to only £7,000:
| Amount invested | Effective cost | Tax relief | |
|---|---|---|---|
| Investors unable to claim income tax relief | £10,000 | £10,000 | Nil |
| Qualifying Investor able to claim full | |||
| 30% income tax relief | £10,000 | £7,000 | £3,000 |
Income tax relief is only available if the shares are held for the minimum holding period of five years. The limit for obtaining income tax relief on investments in VCTs is £200,000 in each tax year.
The Companies will each provide to a Qualifying Investor a certificate which the Qualifying Investor may use to claim income tax relief, either by obtaining from HMRC an adjustment to his tax coding under the PAYE system or by waiting until the end of the tax year and using his tax return to claim relief.
Each Company has to satisfy a number of tests to qualify as a VCT. A summary of these tests is set out below.
for funds raised in accounting periods beginning after 5 April 2018, at least 30% of those funds must be invested in Qualifying Investments by the anniversary of the end of that accounting period;
The term 'eligible shares' means shares which carry no preferential rights to assets on a windingup and no rights to be redeemed, although they may have certain preferential rights to dividends.
A Qualifying Investment consists of shares or securities first issued to the VCT (and held by it ever since) by the company satisfying the conditions set out in Chapter 4 of Part 6 of the Tax Act.
The conditions are detailed, but include that the company: must be a Qualifying Company and has gross assets not exceeding £15 million immediately before and £16 million immediately after the investment; have fewer than 250 full-time 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 does not obtain more than £5 million of Risk Finance State Aid investment in the 12 month period ending on the date of the investment by the VCT, or more than £12 million in total (£10 million and £20 million respectively for a Knowledge Intensive Company).
A Qualifying Company must be unquoted (for VCT purposes this includes companies whose shares are traded on NEX Markets 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's first commercial sale must be less than seven years before the first investment from Risk Finance State Aid sources (ten years for a Knowledge Intensive Company) or the investment must meet a turnover test and be used to enter a new market.
The company must have a permanent establishment in the UK, but 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 cannot be used by a Qualifying Company to fund the purchase of shares in another company, or to acquire an existing trade or intangible assets in use in a trade.
From 6 April 2016, a VCT may only make Qualifying Investments or certain non-Qualifying Investments. Non-Qualifying Investments include short term deposit accounts, investments in UCITS and AIF funds, and shares and securities purchased on a European regulated market.
A VCT must be approved at all times by HMRC. Approval has effect from the time specified in the 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 VCTs raise further funds, VCTs are given grace periods to invest those funds before such further funds become subject to the tests.
Each of the Companies 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 the time when notice is given to the VCT but, in relation to capital gains 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 above is only a summary of the conditions to be satisfied for each Company to be treated as a VCT.
In this document, the following words and expressions have the following meanings:
| AIC | the Association of Investment Companies |
|---|---|
| AIC Code | the AICs' Code of Corporate Governance issued in July 2016 (as updated) |
| AIC Guide | the AIC Corporate Governance Guide for Investment Companies issued in July 2016 (as updated) |
| AIM | the Alternative Investment Market of the London Stock Exchange |
| Application Amounts | in relation to investors' applications pursuant to the Offers which have been accepted by relevant Company, the amounts remitted to the respective Company with such application, including any amounts requested to be facilitated to financial advisers |
| Articles | the articles of association of the relevant Company, as amended from time to time |
| 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 26 September 2018 |
| Code | the UK Corporate Governance Code issued by the Financial Reporting Council in April 2016 and, for companies with reporting periods after 1 January 2019, the edition issued in July 2018 |
| Companies | Maven VCT 1 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 meetings of Maven VCT 1 and Maven VCT 5 to be held on 2 November 2018 (or any adjournment thereof) 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 |
| 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 |
| Knowledge Intensive Company |
a company satisfying the conditions in Section 331(A) of Part 6 of the Tax Act |
|---|---|
| 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 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) |
| 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 5 Shares to be issued under the Maven VCT 5 Offer, as the context permits (and each a New Share) |
| NEX | NEX Exchange, a Recognised Investment Exchange under the Financial Services and Markets Act 2000, a Recognised Stock Exchange under S1005 (1)(b) ITA07 operated by The ICAP Securities & Derivatives Exchange Limited |
| Offers | the Maven VCT 1 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 |
| Prospectus | this Registration Document, the Securities Note and the Summary |
| Qualifying Company | an unquoted (including NEX-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 | Link Market Services Limited |
| Receiving Agent | Link Market Services, trading as Link Asset Services |
| Registration Document or this document |
this document dated 26 September 2018 |
| Securities Note | the securities note issued by the Companies dated 26 September 2018 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 5 Shares, as the context permits (and each a Share) |
| Summary | the summary issued by the Companies dated 26 September 2018 in connection with the Offers |
| Tax Act | the Income Tax Act 2007 (as amended) |
| The Risk Finance Guidelines guidelines on state aid to promote risk finance investments 2014/C 19/04 |
|
| 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 |
| VCT | a venture capital trust as defined in Section 259 of the Tax Act |
| Maven VCT 1 | (Registered No. 03908220) John Pocock Arthur MacMillan Fiona Wollocombe |
|---|---|
| Maven VCT 5 | (Registered No. 04084875) Allister Langland Gordon Humphries Charles Young |
| Registered Offices: | Fifth Floor 1-2 Royal Exchange Buildings London EC3V 3LF |
| Secretary | Maven Capital Partners UK LLP Correspondence Address: Kintyre House 205 West George Street Glasgow G2 2LW |
| Registered Office: Fifth Floor 1-2 Royal Exchange Buildings London EC3V 3LF |
|
| Manager | Maven Capital Partners UK LLP Correspondence Address: Kintyre House 205 West George Street Glasgow G2 2LW |
| Registered Office: Fifth Floor 1-2 Royal Exchange Buildings London EC3V 3LF |
|
| Solicitors to the Companies | Howard Kennedy LLP 1 London Bridge London SE1 9BG |
| Sponsor | Howard Kennedy Corporate Services LLP 1 London Bridge London SE1 9BG |
| Auditor for both Companies: | Deloitte LLP 110 Queen Street Glasgow G1 3BX |
| Receiving Agent | Link Asset Services Corporate Actions The Registry 34 Beckenham Road Beckenham Kent BR3 4TU |
|---|---|
| Registrars | Link Market Services Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU |
| VCT Taxation Advisers | Philip Hare & Associates 4-6 Staple Inn Holborn WC1V 7QH |
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