Prospectus • Oct 6, 2025
Prospectus
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Maven Income and Growth VCT PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 4 PLC Maven Income and Growth VCT 5 PLC
Offers for Subscription to raise, in aggregate, up to £50 million (including over-allotment facilities of, in aggregate, up to £20 million)
2 October 2025
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 FROM AN INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FSMA).
THIS DOCUMENT CONSTITUTES A SECURITIES NOTE (THE SECURITIES NOTE) ISSUED BY MAVEN INCOME AND GROWTH VCT PLC (MAVEN VCT 1), MAVEN INCOME AND GROWTH VCT 3 PLC (MAVEN VCT 3), MAVEN INCOME AND GROWTH VCT 4 PLC (MAVEN VCT 4) AND MAVEN INCOME AND GROWTH VCT 5 PLC (MAVEN VCT 5) (TOGETHER THE COMPANIES, THE VCTS, OR THE MAVEN VCTS AND EACH A COMPANY). ADDITIONAL INFORMATION RELATING TO THE COMPANIES IS CONTAINED IN A REGISTRATION DOCUMENT ISSUED BY THE COMPANIES (THE REGISTRATION DOCUMENT). THIS SECURITIES NOTE, THE REGISTRATION DOCUMENT AND A SUMMARY (THE SUMMARY), ALL DATED 2 OCTOBER 2025, HAVE BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS REGULATION RULES MADE BY THE FINANCIAL CONDUCT AUTHORITY (FCA) AS THE COMPETENT AUTHORITY UNDER THE UK VERSION OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AND CONSTITUTE A PROSPECTUS ISSUED BY THE COMPANIES. THE FCA ONLY APPROVES THIS SECURITIES NOTE AS MEETING THE STANDARDS OF COMPLETENESS, COMPREHENSIBILITY AND CONSISTENCY IMPOSED BY THE PROSPECTUS REGULATION RULES. SUCH APPROVAL SHOULD NOT BE CONSIDERED AN ENDORSEMENT OF THE COMPANIES, OR THE QUALITY OF THE SECURITIES, THAT ARE THE SUBJECT OF THIS SECURITIES NOTE. INVESTORS SHOULD MAKE THEIR OWN ASSESSMENT AS TO THE SUITABILITY OF INVESTING IN THE SECURITIES. THIS SECURITIES NOTE HAS BEEN DRAWN UP AS PART OF A SIMPLIFIED PROSPECTUS IN ACCORDANCE WITH ARTICLE 14 OF THE PROSPECTUS REGULATION RULES. YOU ARE ADVISED TO READ THE PROSPECTUS IN FULL.
THIS DOCUMENT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH THE PROSPECTUS REGULATION RULES, ENGLISH LAW AND THE FCA RULES 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 THE UK.
The Companies and the Directors (whose names are set out in PART 6 of this document) accept responsibility for the information contained in the Prospectus. To the best of the knowledge of the Companies and the Directors the information contained in the Prospectus is in accordance with the facts and the Prospectus makes no omission likely to affect its import. Each Offer is expected to close on or before 1 May 2026, unless previously extended by the Board of the relevant Company but may not extend beyond 30 September 2026.
(registered in England and Wales with registered number 03908220)
MAVEN INCOME AND GROWTH VCT 4 PLC (registered in Scotland with registered number SC272568)
MAVEN INCOME AND GROWTH VCT 3 PLC
(registered in England and Wales with registered number 04084875)
OFFERS FOR SUBSCRIPTION TO RAISE, IN AGGREGATE, UP TO £50 MILLION (INCLUDING OVER-ALLOTMENT FACILITIES OF, IN AGGREGATE, UP TO £20 MILLION)
Howard Kennedy Corporate Services LLP (Howard Kennedy), which is authorised and regulated in the UK 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 (or any other matter referred to in this document). Howard Kennedy is not making any representation or warranty, express or implied, as to the contents of this document.
Each Company's existing Shares are listed on the Official List of the FCA and traded on the London Stock Exchange's Main Market for listed securities. Applications will be made by each Company to the FCA for the New Shares issued by it to be admitted to the Official List and to the London Stock Exchange for such New Shares to be admitted to trading on its Main Market for listed securities.
Copies of this Securities Note, the Registration Document and the Summary (and any supplementary prospectus published by the relevant Company or Companies) are available free of charge from the offices of the Companies' investment manager, Maven Capital Partners UK LLP (Maven or the Manager), at Kintyre House, 205 West George Street, Glasgow, G2 2LW, and at mavencp.com/vctoffer.
The offers of New Shares are not being made, directly or indirectly, in or into the United States, Canada, Australia, Japan or South Africa (each a Restricted Territory) or in any other jurisdiction where to do so would be unlawful, and they may not be offered or sold directly or indirectly within the United States or any of the Restricted Territories. 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. No Application Form is being, nor must be, forwarded to or transmitted in or into the United States or a Restricted Territory. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this document and/ or the Application Form should read paragraph 16 (''Overseas Investors'') in PART 9 of this document before taking any action. Defined terms are located on pages 58 to 61 of this document.
YOUR ATTENTION IS DRAWN TO THE RISK FACTORS AND IMPORTANT INFORMATION SECTIONS ON PAGES 3 TO 4 OF THIS DOCUMENT. AN INVESTMENT IN THE COMPANIES IS ONLY SUITABLE FOR INVESTORS WHO ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF SUCH AN INVESTMENT AND HAVE SUFFICIENT RESOURCES TO BEAR ANY LOSS THAT MAY ARISE.
| Risk Factors | 3 | |
|---|---|---|
| Important Information | 4 | |
| Key Dates and Offers Information | 5 | |
| Application Information and Questions | 6 | |
| Reasons to Invest | 8 | |
| Letter from the Chairmen | 9 | |
| Part 1: | Maven and the Maven VCTs | 12 |
| Part 2: | Performance and Dividends | 14 |
| Part 3: | Maven's Investment Approach | 17 |
| Part 4: | Portfolio Diversification | 21 |
| Part 5: | VCT Investments and Exits | 29 |
| Part 6: | The Maven VCTs Investment Policy The Boards Directors' and Maven's Shareholdings in the VCTs Selling VCT Shares and Share Buy-backs Dividend Investment Schemes Shareholder Communications Share Registrar and Online Investor Hub |
35 |
| Part 7: | The Manager Investment Team Portfolio Management Team |
38 |
| Part 8: | The Offers Maximum Amount to be Raised and Shares Issued Net Proceeds and Expenses of the Offers Early Investment Incentive Share Allotment Formula and Offer Price Costs Associated with an Investment Financial Intermediary Fees and Commissions |
41 |
| Part 9: | Additional Information | 45 |
| Part 10: Definitions | 58 | |
| Terms and Conditions of Application | 62 | |
| Your Shareholder Experience with Maven | 67 | |
| Use of your Personal Information | 68 | |
| Contact Information | 69 |
The following risk factors have been identified by the Directors as being material to the New Shares. Material risk factors relating to the Maven VCTs are contained in the Registration Document. Additional factors, which are not presently known to the Directors, or that the Directors currently deem immaterial, may also have an effect on the market risk attaching to the New Shares.
• The ability of each Maven VCT to implement its investment policy and achieve its investment objective is dependent on the performance and expertise of the Manager, in the acquisition management and disposal of investments, as well as the Manager's ability to attract and retain sufficient and suitably qualified members of staff. Each Board has broad discretion to monitor the performance of the Manager and has the power to appoint a replacement, but there can be no guarantee that a suitable replacement would be found. The Manager's performance, or that of any replacement, cannot be guaranteed and may have an adverse effect on the performance of the Maven VCTs.
Maven cannot provide financial, investment or tax advice. If you are in any doubt about whether an investment in VCTs is right for you, please speak to a suitably qualified financial adviser.
The Maven VCTs have been designed for UK taxpayers aged 18 or over who: are seeking the potential for tax free income and capital growth over a term of five or more years; already have a diversified portfolio including pension assets; are able to bear up to 100% capital loss; have a medium to high risk tolerance; and will generally be informed investors with either experience in investing in VCTs or an understanding of the risks involved.
The Maven VCTs are not suitable for investors who: have an investment horizon of less than five years; are looking for capital protection or full repayment of the amount invested; are risk averse or have a low risk tolerance; are reliant on income from the investment; or do not have knowledge or experience of investing in VCTs or an understanding of the risks involved.
The Boards of the Maven VCTs are cognisant of the Manager's obligations to comply with the FCA's Consumer Duty rules and principles that came into force in July 2023 as an enhancement to the concept of "treating customers fairly". Firms must ensure that they are acting to deliver good retail consumer outcomes and that their strategies, governance, leadership and policies reflect that. Although Consumer Duty does not apply directly to the Maven VCTs, the Manager, as an FCA authorised firm, is within its scope and provides the Directors with regular updates on the work that has been undertaken to ensure that good outcomes are being delivered for Shareholders. In line with its responsibilities to deliver good outcomes, Maven has carefully considered the target market and undertaken a fair value assessment of the overall costs of the Offers to investors, as well as the benefit and service provided to Shareholders, to ensure that an investment provides fair value.
The needs of vulnerable clients – it is important to note that VCTs are considered a long-term investment which carry a higher risk than many other forms of investment. VCTs should only be sold to target investors, which does not include those with a lack of financial resilience or investment knowledge and capability. For prospective investors that may be deemed vulnerable, support is available from Maven and City Partnership (as Receiving Agent and Registrar) to ensure that they receive appropriate information to achieve good outcomes, including assistance in submitting applications. For investors applying through financial intermediaries, Maven engages with distributors of the Maven VCTs to verify that they have their own policies in place.
Each Maven VCT currently conducts its affairs so that the shares issued by it can be recommended by financial advisers to ordinary retail investors in accordance with the rules of the FCA in relation to non-mainstream investment products, and intends to continue to do so for the foreseeable future. Each Maven VCT's shares are excluded from the FCA restrictions that apply to non-mainstream investment products, because they are shares in a VCT and the returns to investors are predominantly based on investments in private companies or publicly quoted securities.
The Offers are distributed to the adviser market by LightTower Partners, which specialises in tax efficient products. You can contact LightTower at [email protected] or on 020 7071 3920.
| Offers open | 2 October 2025 | ||
|---|---|---|---|
| Early Investment Incentive deadline1 | 5pm on 6 February 2026 | ||
| Deadlines for receipt of Applications (and cleared monies): |
|||
| • for allotment in 2025/26 tax year | 9am on 2 April 20262 | ||
| • for allotment in 2026/27 tax year | 5pm on 24 April 2026 | ||
| Offers close | 1 May 2026 | ||
| Allotment of New Shares | New Shares will be allotted by each Maven VCT on one or more dates that the Directors decide (see below). |
||
| Dealings in New Shares commence (and shares credited into CREST accounts) |
Three Business Days following allotment. | ||
| Dispatch of definitive share certificates | Within ten Business Days of allotment (by post). | ||
| Issue of income tax relief certificates (ITRC) | Email notification within three Business Days of allotment (with link for download) or by post within ten Business Days if an email address has not been provided. |
||
| Payment of initial adviser fees and commissions | Within five Business Days of allotment. |
Subject to extension by each Board, at its discretion (see clauses 1 and 5 of the Terms and Conditions of Application).
EARLY TAX YEAR DEADLINE – as the tax year end is during the Easter bank holiday weekend, the deadline for receipt of 2025/26 applications is 2 April. You are encouraged to submit Applications well before that deadline, and to apply online where practical.
| Maven VCT 1 | Maven VCT 3 | Maven VCT 4 | Maven VCT 5 |
|---|---|---|---|
| £12.5 million* | £12.5 million* | £12.5 million* | £12.5 million* |
* Including an over-allotment facility of up to £5 million and ignoring amounts paid to financial intermediaries as initial adviser fees.
A valid Application that is received, together with cleared application monies, by 5pm on 6 February 2026 will be eligible to receive an Early Investment Incentive discount, as set out below, which will reduce the applicable Offer Administration Fee and increase the number of New Shares to be allotted to the Applicant:
New Shares will be allotted by each Maven VCT: on one or more dates on or before 5 April 2026, in respect of 2025/26 tax year Applications; and between 6 April 2026 and 1 May 2026 in respect of 2026/27 Applications, in each case on dates which allow the Maven VCTs and the Manager to optimise the deployment of funds raised under the Offers to ensure that VCT qualifying status is maintained at all times. This may make it necessary for each VCT to delay its first allotment in respect of 2025/26 until early in its new financial year (beginning on 1 December 2025 for Maven VCT 3 and Maven VCT 5, 1 January 2026 for Maven VCT 4 and 1 March 2026 for Maven VCT 1). Allotments are expected to commence in December 2025 or January 2026, and each allotment will be announced through a Regulatory News Service.
Cleared Application monies are held in interest bearing accounts with the Receiving Agent, and any interest accrued on the Application monies in the period up to the allotment of New Shares will be paid to the relevant Maven VCT for the benefit of all Shareholders. However, the Maven VCTs intend to make regular allotments where practical, as has been the case under recent Offers, in order to minimise the period until shares are allotted.
This is summary information only. Before applying, investors should refer to the separate APPLICATION NOTES AND INSTRUCTIONS document for detailed information about how to apply, and the processing of an Application.
A fully valid Application and cleared funds must have been received by the Receiving Agent (City Partnership) by the following dates, or the Application cannot be accepted for the relevant tax year:
Valid applications received, together with cleared monies, by 6 February 2026 will be eligible to receive an Early Investment Incentive discount, which reduces the initial Offer Administration Fee applying to the investment (see page 41 for further details).
You can apply to invest in one or more of the four Maven VCTs using a single Application Form, and split the investment between tax years. The minimum aggregate Application Amount is £5,000, including any adviser fee that you indicate is to be paid to your financial intermediary, but if you apply for more than one VCT there must be a minimum Application Amount of £1,000 in each VCT.
An initial Offer Administration Fee applies, which is usually 2.5% but is reduced by any applicable Early Investment Incentive discount (see above). If you indicate on the Application Form that an initial adviser fee or execution-only commission is to be paid to your financial intermediary, that is an additional initial cost. Further details of the costs associated with your investment are set out in PART 8.
You can either: complete the initial sections of the Application Form and email or post it to your adviser/broker (or, if you apply online, send them the access details), who should add their details including any fees or commissions agreed with you; OR, with your permission, they can complete the whole Application Form on your behalf (though payment must be made from a UK account in your sole or joint name).
One Application Form can be used to apply for one or more of the Offers and for one or both of the tax years 2025/26 and 2026/27. You, or your financial intermediary on your behalf, can:
You are encouraged to apply online if possible, as information is validated as it is entered and the Application is likely to be processed earlier than an Application submitted at the same time by email or post (for which City, after initially processing your postal or email Application, will need you to approve a PDF copy they send to you).
If cleared funds are not received within three working days of an Application being received (or by any relevant Application deadline, or by the time that an Offer becomes fully subscribed if that is earlier than three days) the Application will be treated as if it had been received on the date on which the payment is received – which will delay the point at which it is processed (for the purposes of acceptance under the Offers) and may mean that it cannot be accepted and that Application monies will be returned to the Applicant.
All payments must be made to the Receiving Agent, City Partnership, payable to the following account:
Payment reference – a bank transfer should be made using a payment reference comprising your initials followed by the phone number you provide on the Application Form (with no spaces e.g. JS07210123456), or you should write the reference on the reverse of the cheque. Failure to provide a payment reference can delay acceptance of your Application, as it is used to match your payment with your Application Form.
An initial adviser fee or commission can be paid to your financial intermediary if their details have been provided in the Application Form and they have signed the intermediary declaration. The Application Amount(s) you indicate in Section 3 of the Application Form should include any intended adviser fee or initial commission.
The number of New Shares allotted to you will be determined by the Allotment Formula set out in PART 8, and will be determined by: whether your application is eligible for an Early Investment Incentive discount (which reduces the initial cost); whether any initial adviser fee or initial commission is to be paid from the Application monies to a financial intermediary; and the NAV per Share applying at the date of allotment.
Once an Application Form and payment (cheque or cleared bank transfer) have been received by City, they will send you (and any adviser or broker) acknowledgment emails to confirm receipt of the Application Form and payment, including a link to City's online tracking service (see below) where you can view the Application's processing status and download a PDF copy. If you have not provided an email address, City will confirm receipt by letter.
Note – if you submit an Application by email or post, City will email or post to you a PDF copy of the information they have input, and require you to approve the PDF – this is to ensure the accuracy of the information for your benefit. Once your Application and funds have been acknowledged you will not normally receive any further communications until you receive the allotment summary, tax and share certificates in relation to your New Shares (see below and the separate APPLICATION NOTES AND INSTRUCTIONS document for more detail).
There will be one or more allotments by each Maven VCT in each tax year (see the APPLICATION NOTES AND INSTRUCTIONS document for more details). Shares will be allotted:
Within three Business Days of each allotment the Receiving Agent, City Partnership, will issue an allotment summary by email, which provides a link to City's online tracking service (see below) where income tax relief certificates (ITRC) can be downloaded. City will post ITRCs within ten Business Days if you have not provided an email address.
Within ten Business Days of each allotment the Registrar, City Partnership, will issue share certificates by post in relation to each Maven VCT to which you apply (or CREST accounts will be credited within ten Business Days).
To claim initial tax relief, and based on Maven's understanding of HMRC requirements, you either need to write to HMRC, enclosing your ITRC (see above) and requesting a tax coding adjustment under the PAYE system, or you can use your self‑assessment tax return to claim relief for the year in which the Shares are issued.
Please see the acknowledgement email (or letter if you didn't provide an email address) you receive from City Partnership, which includes a link to City's online tracking service (city-ora.uk/offers/mavn-2526/tracking).
Please initially follow on-screen instructions if applying online or, for the paper/PDF Application Form, refer to the APPLICATION NOTES AND INSTRUCTIONS document, which should provide the information you need. Otherwise, you should contact City Partnership at:
City will normally respond to an email or phone enquiry within two Business Days of receipt.
advice. If you are in any doubt about whether an investment in VCTs is right for you, or you normally receive financial advice, you are encouraged to speak to a suitably qualified financial adviser.
The Maven VCT Offers provide an opportunity to invest in four highly diversified VCTs with track records of profitable exits and positive investor returns, while benefitting from attractive tax reliefs. Maven is one of the best resourced and most active managers in the VCT industry, with a nationwide team and a history of sourcing, managing and exiting VCT investments for over 20 years. The Maven VCTs are therefore well positioned to continue to expand their portfolios through investment in new VCT qualifying companies.
An investor wishing to subscribe under the Offers should read the Prospectus in full, including the Terms and Conditions of Application in this document, and the Key Information Documents of the Maven VCTs for which they are applying (available on each Maven VCT's webpage).
We are pleased to offer Existing Shareholders and New Investors an opportunity to subscribe for Shares in four established VCTs. Investors can apply for one or more of the Maven VCTs, and in respect of one or both of tax years 2025/26 and 2026/27. The aggregate amount to be raised under the Offers is up to £50 million, with each Maven VCT initially raising up to £7.5 million and having the option to use an over-allotment facility to raise up to a further £5 million. The Directors anticipate strong investor appetite for the new Offers, with last year's fundraising having closed early due to being oversubscribed.
The Boards are committed to adding further scale to each Maven VCT and increasing absolute net asset value, with 40 private companies added in the past five years. The funds raised will allow the Maven VCTs to continue to expand and develop their highly diversified portfolios through new and follow-on investment, as well as helping them to maintain share buy-back programmes and spread costs over a wider asset base in line in order to maintain a competitive ongoing charges ratio (OCR) for the benefit of all Shareholders.
Enhanced Dividend Policy – the Maven VCTs each have a long term track record of positive returns and paying regular dividends. In 2024, following a period of strong realisation activity and in view of the maturity and diversity of the portfolios, the VCTs announced that their dividend targets had been increased. Each VCT now targets an annual dividend equivalent to 6% of the NAV per Share at the immediately preceding year end.
The Directors are encouraged by the performance and investment rate that is being achieved by the Maven VCTs, where the majority of private companies in the VCTs' portfolios have continued to deliver revenue growth and, in many cases, follow-on funding has been provided where tangible commercial progress has been achieved against business plan. This phased investment approach allows the VCTs to initially invest in a company with the expectation that further funding will be provided as agreed milestones are passed, and enables a business to progressively build scale and accelerate growth through to a potential exit.
Although the Maven VCTs invest predominantly in early stage companies, which would typically not achieve profitability for a number of years, more than 40% of the private companies in the Maven VCT portfolios are already profitable (as at 9 September 2025).
The Manager continues to see strong demand for growth capital from ambitious private companies across its network of regional offices and, as at the date of this document, Maven's regional teams have a number of high quality investment opportunities at various stages in the due diligence process. The Boards are, therefore, confident that each VCT remains well placed to maintain momentum in new investment activity and portfolio expansion.
The Boards and Maven believe that VCTs provide a valuable bridge between private capital and the UK small and medium sized enterprise (SME) sector, where smaller businesses continue to have difficulty in accessing traditional sources of growth finance and VCTs offer an attractive funding option whilst ensuring that investors can participate in their success and benefit from generous tax reliefs.
The Boards are also encouraged by the strong exit activity since 2024, where the Maven VCTs have achieved seven profitable realisations, including high value exits which generated overall returns of between 2.85x and 8.2x cost (see PART 5 for more detail), including the partial exit from Novatus Global at the highest sale valuation achieved to date from the unlisted technology portfolio. Most recently, the sale of crematorium operator Horizon Ceremonies, the largest holding in the combined Maven VCT portfolios, delivered returns of up to 2.4x cost, and the Maven VCTs have realised £50.7 million in aggregate capital proceeds in the two years to September 2025. In addition, a number of Investee Companies are attracting acquisition interest as at the date of this document, and the Boards are confident that there will continue to be good levels of M&A activity in the near term.
Although the Maven VCTs still have small AIM portfolios, primarily comprising conviction holdings where Maven and the Boards believe there is scope for M&A activity, AIM continues to be a challenging market. New investment activity will remain focused on expanding the private equity portfolio and Maven will maintain a selective approach to further AIM investment.
Shareholders may be aware that, with effect from 1 May 2025, Maven was appointed as the Manager of Maven Renovar VCT PLC ("Renovar", previously Amati AIM VCT plc). Maven's appointment reflects its record of successfully managing hybrid private company and AIM portfolios, as well as its experience of managing a similar transformation for Maven VCT 5 after replacing the previous manager in 2011. Renovar is not raising funds at this time, but its Shareholders have the opportunity to invest under these Offers to expand their VCT holdings, and benefit from the higher rate of Early Investment Incentive discount available for Existing Shareholders.
These Offers provide an opportunity to invest in four generalist VCTs whose histories of delivering positive Shareholder returns reflect the strength, size and diversity of their portfolios.
Maven is one of the best resourced managers in the VCT industry, having consistently demonstrated that it has the investment expertise and network to deploy VCT funds in dynamic companies with strong growth potential. Maven's regional business model allows its nationwide team to source, structure, manage and exit VCT investments across a wide range of sectors.
Investors under the Offers will participate in the future investment returns of the existing portfolios, and will be immediately eligible to receive any dividends which have a record date following the date of allotment of their New Shares. The Boards recognise the importance of tax free distributions to Shareholders, and the Maven VCTs have a history of typically paying two dividends each year* (see PART 2), including having recently paid substantially increased interim dividends (in respect of their current financial years). Additional dividends may sometimes be paid by the Maven VCTs outwith the typical payment pattern if a portfolio exit generates a significant profit.
As noted earlier, in 2024 the Maven VCTs enhanced their dividend policies to reflect their consistent record of profitable private company exits, as well as the maturity and diversity of the portfolios where there is continued acquisition interest in a number of investee companies. Each VCT targets an annual dividend representing 6% of the NAV per Share at the immediately preceding year end. For an investor under the Offers, a 6% yield is equivalent to more than 8.5% per annum after taking account of 30% initial tax relief (as currently applies for Qualifying Investors in new VCT shares) which would reduce the effective Offer Price to 70% of the prevailing NAV per Share (ignoring the impact of the initial costs applying to an investment in the Offers).
* Dividends are not guaranteed, and a decision to pay a dividend will take into consideration factors including the availability of surplus revenue, distributable reserves, the proceeds from realisations, the VCT qualifying level of the portfolio and investment performance, which are kept under close review by the Boards and the Manager.
Under current tax rules, Qualifying Investors are able to benefit from the following tax reliefs in relation to aggregate subscriptions of up to £200,000 in new VCT shares in any tax year:
Further details about the tax reliefs available, as well as the tax treatment of VCTs and their Qualifying Investments, are provided in PART 6 (Tax Position for Investors) of the Registration Document for the Offers. If an investor is in any doubt about whether an investment in VCTs is suitable for them, they should speak to a financial adviser.
The table below illustrates how initial income tax relief can reduce the net cost of an investment (for an assumed investment of £20,000 and subject to the circumstances of the investor):
| Without initial tax relief | With initial tax relief of 30% | |
|---|---|---|
| Investment Amount1 | £20,000 | £20,000 |
| Amount of income tax relief 2 at 30% | N/A | (£6,000) |
| Net cost of the investment | £20,000 | £14,000 |
1 After the deduction of any initial adviser fee that the investor indicates should be paid to an intermediary.
2 If an investor is issued with new shares in a VCT in which they have sold shares in the six months prior to the new shares being issued, or if they dispose of any shares in that VCT in the six months following the issue of the new shares, the amount of the new investment eligible for initial tax relief is reduced. However, that restriction does not apply where an investor is issued with new shares in a VCT and has previously sold shares in another VCT (including a different VCT offered by the same VCT manager), in which case the new shares should benefit from initial tax relief. For that reason, the joint structure of the Maven VCT Offers allows existing Maven investors to select investment into one or more or the VCTs.
Inheritance tax and tax treatment on death: as VCT shares are listed on the Main Market of the London Stock Exchange, they do not benefit from relief from UK inheritance tax (IHT). When a shareholder dies, their VCT shares form part of their estate passed on to beneficiaries. Importantly, it is Maven's understanding, based on current tax regulations, that the estate and beneficiaries will not have to repay any initial income tax relief claimed by the original investor even if the investor died within five years of the shares being issued. Similarly, the dividends paid for those VCT shares will continue to be tax free in the hands of the beneficiaries provided that the value of the VCT shares passed to any particular beneficiary on death is less than £200,000 and there is no capital gains tax to pay on the disposal of the shares when beneficiaries sell them.
Claiming initial tax relief: the Receiving Agent will provide the Applicant with an income tax relief certificate (ITRC) in respect of each Maven VCT for which they apply (see the separate APPLICATION NOTES AND INSTRUCTIONS document for details). It is Maven's understanding that this can be used by the Applicant to claim income tax relief by either writing to HMRC to request a tax coding adjustment under the PAYE system or by claiming through their self-assessment tax return.
Maven and its senior executives have previously invested around £6.65 million, in aggregate, in the Maven VCTs. The Directors of each of the Maven VCTs, together with their close associates, also have shareholdings in their respective Companies, as summarised in PART 6.
The Maven management team (including members of their immediate families) and the Directors intend to invest over £1 million, in aggregate, under the Offers, to reflect their continued confidence in the long term prospects of the Maven VCTs. The Directors endorse the level of financial commitment made by Maven management, as it further aligns the interests of the Boards, the Manager and Shareholders.
An Early Investment Incentive discount will apply for valid Applications received (with cleared monies) by 5pm on 6 February 2026. The discount reduces the Offer Administration Fee by 1.5% for Existing Shareholders who held shares in any of the Maven VCTs or Renovar) at 5pm on 2 October 2025, or by 1.25% for New Investors, and increases the number of New Shares to be allotted (see page 41 for more detail).
If you wish to subscribe under the Offers, you should read this document in full or speak to a suitably qualified financial adviser. We would encourage you to submit an online Application if practical, to ensure that it is received as early as possible.
Information about the Offers, including a link to the online application portal and a PDF Application Form, can be found at mavencp.com/vctoffer. Hardcopy documents can be requested from Maven on 0141 306 7400 or [email protected]. Please refer to the separate APPLICATION NOTES AND INSTRUCTIONS document and Application Form for details of how to submit an Application and provide application monies.
We very much look forward to welcoming applications from Existing Shareholders and New Investors.
Yours faithfully
John Pocock Keith Pickering Chairman Chairman
Fraser Gray Graham Miller Chairman Chairman MAVEN INCOME AND GROWTH VCT 4 PLC MAVEN INCOME AND GROWTH VCT 5 PLC
MAVEN INCOME AND GROWTH VCT PLC MAVEN INCOME AND GROWTH VCT 3 PLC
Maven has a VCT heritage spanning over 20 years, with a successful record of investing in dynamic UK companies across a wide range of sectors. Since it was formed in 2009, Maven has established a strong presence throughout the UK and has supported around 600 companies, including via the Maven VCTs. In that time, Maven has launched VCT offers every year and raised around £345 million, which has allowed the Maven VCTs to expand their portfolios by making additional Qualifying Investments.
Maven operates from a regional office network covering the key corporate finance markets, and offers the collective specialist knowledge and resources to source, execute and manage both private company and AIM quoted investments. The team includes professionals from a variety of commercial, financial and scientific backgrounds who have investment management expertise, alongside extensive experience of providing growth finance to early stage businesses.
The Boards believe that those managers that offer comprehensive coverage of the UK market, and are able to access a regular and varied flow of potential opportunities, are best placed to build large VCT portfolios and maximise sector and geographic diversification in order to provide additional risk management. Maven's regional model ensures that it has embedded long term relationships with corporate finance advisors across the UK, providing introductions to high quality private company opportunities that can often be obtained at better entry pricing than in London and the South East, where competition can be greater.

Historical data is not an indication or forecast of likely future realisation activity or investor returns. The average multiple across those exits is 2.6x cost. Not all portfolio exits are profitable, and assets may be sold at a value materially below cost, or at nil.
Aggregate dividends paid by the Maven Income and Growth VCTs during the two years to September 2025 (includes amounts used to issue new Shares under each VCT's DIS instead of paying cash dividends).
| Maven VCT 1 | Maven VCT 3 | Maven VCT 4 | Maven VCT 5 | |
|---|---|---|---|---|
| Year launched | February 2000 | September 2001 | August 2004 | December 2000 |
| Total assets1 | £65.68m | £67.25m | £88.14m | £73.17m |
| Number of portfolio companies1, 2 | 95 | 91 | 105 | 115 |
As at the most recently published financial statements for each Maven VCT.
Private and AIM quoted companies.
* Since 1 May 2025 Maven has also managed Maven Renovar VCT PLC (previously Amati AIM VCT plc). At this early stage, Renovar is not raising additional funds, but Shareholders of Renovar can benefit from the opportunity to invest under these Offers to expand their VCT holdings and will be eligible for the enhanced rate of Early Investment Incentive available to other Maven VCT Shareholders (see page 41).
Each Maven VCT has a focused private equity strategy, investing primarily in dynamic unlisted companies that offer the prospect of significant capital gains on exit and typically operate in high growth sectors which are not directly dependent on consumer spending.
This approach has resulted in a strong exit track record, with seven profitable VCT realisations completed within the growth capital portfolios during 2024 and 2025, including exit multiples of 8.2x, 4.68x and up to 4.5x. In some cases, where an acquirer is willing to pay a strategic premium in view of a strong market position and attractive product offering, exits have been achieved at valuations significantly ahead of carrying value. This record of realisations has enabled the VCTs to deliver positive returns over the long term.
In order to give investors maximum flexibility, an Application under the Offers can be for one or more of the Maven VCTs using a single Application Form. This allows investors to choose to split their Subscription between the Offers, or to apply for different Maven VCTs than those they've previously invested in*.
As detailed in this document, the Maven VCTs are broadly similar in terms of investment strategy and asset profile:
However, there are areas of difference between the Maven VCTs:
Additional information about the Maven VCTs is provided throughout this document, and each VCT's webpage provides access to annual and interim reports containing detailed portfolio information.
* In certain situations, where an investor has recently sold shares in a Maven VCT and initial tax relief might therefore be restricted on further investment into that VCT, they may wish to apply for other Maven VCTs (see VCT Tax Reliefs on page 79, and the Registration Document).
The Maven VCTs each have a long term record of achieving progressive Shareholder returns and paying regular dividends under Maven's management, as illustrated below. It is the Boards' view that the VCTs are well positioned to continue this trend.
These returns are illustrated below and reflect a history of regular profitable realisations as well as uplifts in the valuations of portfolio companies that are making positive commercial progress and delivering growth in revenues (further detail is available on each VCT's webpage shown below).


Webpage: mavencp.com/migvct4 Webpage: mavencp.com/migvct5

Webpage: mavencp.com/migvct Webpage: mavencp.com/migvct3

These charts cover the period to each VCT's most recently published financial statements at the date of this document: for MAVEN VCT 1 – as at year end on 28/29 February in each year;
for MAVEN VCT 3 – as at year end on 30 November in each year, except for 2025 which is at the half-year to 31 May 2025; for MAVEN VCT 4 – as at year end on 31 December in each year, except for 2025 which is at the half-year to 30 June 2025; and
for MAVEN VCT 5 – as at year end on 30 November in each year, except for 2025 which is at the half-year to 31 May 2025. Dividends that have been declared (but not paid) are included in the relevant NAV per Share at the balance sheet date.
Reflecting their enhanced dividend targets, which were increased in 2024, and following a number of high value exits, the Maven VCTs have delivered increases in interim dividends in their current financial years as noted below, representing aggregate distributions to shareholders of £12.64 million in August 2025:
| Maven VCT 1 | Maven VCT 3 | Maven VCT 4 | Maven VCT 5 | |
|---|---|---|---|---|
| Interim dividend (current financial year) | 1.50p paid on 29 August |
2.00p paid on 29 August |
2.75p paid on 29 August |
1.25p paid on 29 August |
| Interim dividend (previous financial year) | 1.15p | 1.00p | 2.00p | 1.00p |
The Maven VCTs each target an annual dividend representing 6% of the NAV per Share at the immediately preceding year end, and have delivered dividends and tax free yields as shown:
| Maven VCT 1 | Maven VCT 3 | Maven VCT 4 | Maven VCT 5 | |
|---|---|---|---|---|
| Annual yield1 | 6.08% | 6.00% | 6.08% | 6.15% |
| Gross equivalent yield2 (after taking account of 30% initial income tax relief) |
8.69% | 8.57% | 8.69% | 8.78% |
| Dividend paid per Share in respect of most recent full financial year |
2.4p | 3.15p | 3.75p | 2.00p |
| 5-year average tax free dividend3 | 2.21p (5.60%) | 3.34p (6.36%) | 3.80p (6.16%) | 2.21p (6.79%) |
Extracted from each VCT's most recently published annual report, and calculated using the dividends paid in respect of the most recent full financial year and the NAV per Share at the preceding year end.
Calculated based on the annual yield but after applying a 30% reduction in the NAV per Share to reflect the initial tax relief currently available to a Qualifying Investor under the Offers, which would mean that the effective Offer Price paid by the investor is 30% lower than the NAV per Share used to allot Shares (ignoring offer costs, which vary according to whether an Application is eligible for the Early Investment Incentive).
Average of dividends paid in respect of the past five full financial years. % shown is for illustrative purposes and expresses the 5-year average dividend as a yield using the same historical NAV per Share as is used in calculating the annual yield. Historical levels of dividends and yields are not an indication or forecast of likely future returns. The payment of dividends is not guaranteed.
As a greater proportion of each portfolio becomes invested in early stage companies, in line with the revised VCT qualifying rules introduced in 2015, the timing of dividend payments will be more closely linked to portfolio realisations. In order to maintain their respective qualifying positions, the Maven VCTs may also need to make distributions when exits occur, which may be outside the normal payment cycles. Although the payment of a dividend reduces the NAV per Share by a corresponding level, the Boards consider this to be a tax efficient means of returning value to Shareholders whilst also ensuring compliance with VCT legislation.
Maven's long term record of successful realisations has allowed the Maven VCTs to improve Shareholder returns and pay regular dividends, and has provided valuable liquidity to make further investments as part of the continued expansion of the portfolios. Since January 2022, Maven has achieved 12 profitable realisations of private company holdings in which one or more of the Maven VCTs were invested, including seven achieved across 2024 and 2025 (see PART 5 for more detail).
Maven looks to create value in private companies and support them as they achieve scale, with the ultimate goal of each company becoming a target for prospective acquirers. Maven executives work closely with each management team to drive growth, develop exit strategies and identify suitable trade or private equity buyers. Although global M&A activity was subdued during 2022 and 2023, there have been encouraging signs of a strong recovery in the market since 2024, and there continues to be interest in Investee Companies from potential acquirers, notably US buyers looking to acquire fast growing UK technology companies.
In some cases, where Maven identifies an attractive exit opportunity, but also recognises that the business is performing strongly and has potential to continue to scale, Maven will structure the exit to make a partial realisation and allow the Maven VCTs to retain an equity stake. This ensures that the Investee Company can receive further investor support for the next phase of its development, whilst also enabling the VCTs to generate a healthy initial cash return to help support the dividend programme, and to maintain an economic interest that provides an opportunity for additional proceeds from the subsequent sale of the business. The success of this approach has been demonstrated by recent high value realisations across the Maven VCT portfolios including:
The Boards believe that the Maven VCTs provide access to highly diversified portfolios of dynamic, early stage companies which offer the prospect of significant capital gains on exit. The Boards are encouraged by the continued positive performance in evidence across the portfolios, where a number of Investee Companies are achieving scale and demonstrating tangible commercial progress, and in certain cases this momentum has been reflected in valuation uplifts.
Consistent with best practice in the private equity and venture capital industry, the Maven VCTs adhere to the International Private Equity and Venture Capital Valuation (IPEV) Guidelines as the framework for carrying out private company valuations. In recognition of the earlier stage nature of the underlying assets, Maven applies a prudent valuation methodology, such that a significant proportion of each VCT's private company portfolio is valued at or close to cost, and a valuation is only increased once a business has achieved commercial milestones and is generating sustained revenue growth, or when it can be valued based on a new third party investment round or an approach from a potential acquirer. The Boards believe that this measured approach to valuations has mitigated volatility and helped deliver consistent VCT performance over the long term, as illustrated on page 14.
A core focus for Maven is proactively supporting private companies to help them achieve scale and create value, with the ultimate goal of each company becoming a target for prospective trade or private equity acquirers. 13 of the earlier stage businesses in the portfolios are already generating annual revenues of £5 million or more, which is generally regarded as a key inflexion point for businesses looking to attract potential buyers, and are establishing strong positions in their markets both in the UK and internationally.
Maven's executives work closely with each management team throughout the period of investment to drive revenue growth. Of the 49 private company investments across the current Maven VCT portfolios in which the VCTs first invested after 2015*, 65% have increased annual revenues by over 100% since Maven's investment and almost half by over 200%, as shown:

* Excluding six investments made in the 12 months to September 2025, for which it is too early to measure meaningful growth.
VCT investment is widely recognised as playing a vital role in supporting growth in the SME sector, backing ambitious businesses which will typically embrace innovation and create skilled employment as they look to scale, grow in value and ultimately become attractive to prospective trade or financial buyers.
The Maven VCTs are focused on constructing large, highly diversified portfolios invested across a range of the UK's most vibrant sectors (see PART 4). Maven targets dynamic growth businesses that offer the prospect of significant capital gain, usually have annual revenues of at least £1 million and have the ability to build strong recurring or contractual revenue streams. These companies will typically operate in sectors that the Manager believes are more defensive during periods of market uncertainty.
Maven would expect the VCTs to typically be invested in a private company for between three and seven years, and works closely with each management team to provide strategic support as the business achieves scale ahead of a potential exit. In addition, the Maven VCTs will often invest in tranches with the expectation that follow‑on funding will be provided as the business achieves its growth objectives and demonstrates tangible progress against commercial milestones.
As a result, 68% (by value) of the aggregate portfolios* of the Maven VCTs is in businesses where the initial investment was more than three years ago:
* As at the date of each VCT's most recently published financial statements, and including some later stage private company investments completed prior to November 2015. The age of investments is measured from the date at which the VCTs first invested.
Maven has one of the largest investment and portfolio teams in the VCT sector, with a regional office network providing extensive geographic coverage of key UK corporate finance territories. This nationwide presence provides access to a broad range of new VCT qualifying opportunities, including introductions to more than 300 private companies since 1 September 2024 (to the date of this document), and crucially allows Maven's regionally based executives to provide close support to each private Investee company throughout the life of the investment in order to maximise value for the Maven VCTs.
Maven also invests in private companies on behalf of its non-VCT client funds across the UK, which can generate incremental VCT deal flow through off-market introductions. These non-VCT funds allow Maven to nurture younger companies, with the VCTs often having an option to invest at a later stage on a significantly de-risked basis.
The Maven team also includes London based executives with experience in transacting AIM quoted and treasury management investments, which ensures that the Maven VCTs have exposure to different asset classes and can maximise the income receivable on cash resources prior to deployment in VCT qualifying investments. Each portfolio includes a blend of predominantly early stage private companies, alongside private company investments completed prior to November 2015 in more mature businesses, and a small AIM portfolio. This asset mix helps in maintaining a large and well diversified portfolio capable of mitigating the risks associated with investment in younger businesses and optimising shareholder returns over the longer term.
A key part of Maven's investment and risk management approach is the ability to provide follow-on funding to Investee Companies as they achieve commercial milestones and demonstrate tangible progress against the agreed plan. This enables the Maven VCTs to progressively support growth or facilitate strategic initiatives, such as international expansion, that will help businesses achieve scale and optimise value.
Where a requirement for further finance is identified, Maven evaluates the merits of the case using the same investment appraisal process as for new investments.
ESG is an increasingly important consideration for VCT investors, with growing interest in more socially responsible and sustainable investing. Although the Investment Policies of the Maven VCTs do not incorporate specific ESG aims, and portfolio companies are not required to meet ESG related targets, the Boards recognise the importance of ESG considerations in Maven's investment approach and processes, alongside the core objective of delivering strong investor returns.
The Manager believes that there is a strong interconnectivity between profit and purpose, as companies that integrate ESG aims within their business models are likely to be more resilient and flexible in adapting to changing customer and market expectations. Maven also believes that a proactive approach to ESG by portfolio companies is a driver to value creation, which can enhance their long term growth potential, and that prospective acquirers are attracted to businesses able to demonstrate positive ESG behaviours.
Maven has therefore developed an ESG and Responsible Investment Policy, which is a best practice approach to ensure that material ESG factors are considered in evaluating each investment proposal, and that relevant metrics are carefully monitored throughout the period of investment to encourage portfolio companies to deliver positive behaviours. This framework helps Maven maintain the focus on driving long term responsible growth whilst also facilitating the sharing of knowledge across its wider VCT portfolio. Maven is also continuing to enhance its ability to track, measure and report ESG information, in order to improve the achievement of key metrics by portfolio companies.
Maven is a signatory to the internationally recognised Principles for Responsible Investment (PRI), which is supported by the United Nations, as part of a commitment to embedding ESG in investment decision making and ownership. The Manager also participates in initiatives intended to increase diversity and inclusion among business owners and management teams, including being a signatory to the Investing in Women Code which aims to improve and generate opportunities for female entrepreneurs.
The Maven VCTs have made multiple investments in companies that have strong ESG credentials and operate in new and expanding markets, including:
In line with the objective of optimising returns for Shareholders, Maven seeks to maximise the income generated from cash resources in the period before investment in VCT qualifying companies, and is also cognisant of the need for each Maven VCT to satisfy the Nature of Income condition which requires that a VCT derives at least 70% of its total income from shares or securities.
Each Board has approved a treasury management policy focused on constructing a portfolio of money market funds, open-ended investment companies (OEICs) and London Stock Exchange listed investment trusts, selected following a whole of market review by Maven. This policy allows each VCT to maximise the income from monies held prior to deployment in qualifying investments, whilst also ensuring compliance with VCT regulations.
The collective SME experience of Maven's UK wide team is crucial in building high quality VCT portfolios, ensuring that new investments are subject to extensive scrutiny at an early stage, are only progressed based on strict criteria, and are secured on the best possible terms.
Each regional Maven team is led by an investment partner, who is supported by executives responsible for sourcing, structuring and completing transactions. Every potential private company investment is initially presented by the regional executives for consideration by the nationwide Maven team as part of a weekly discussion of new introductions, which ensures that the multi-sector experience of the wider team is applied in identifying any sector related issues or meaningful growth potential. If a prospective investment is progressed, it is subject to a structured three stage selection process:

Maven has many years' experience in understanding and managing the risks associated with investment in private companies, and in identifying those companies which have the potential to deliver sustained growth in revenues. Maven uses a range of risk mitigation strategies in support of this approach, including:
Earlier stage businesses typically require a close level of support from an investor as they scale, so effective portfolio management is crucial in driving value creation across a VCT portfolio. Maven believes that, in order to optimise Shareholder returns, a VCT manager should have the expertise to help a portfolio company introduce disciplines and best practice vital to the transition into a larger and more valuable business, particularly as it embarks on major strategic initiatives such as developing new product lines, internationalising its operations or identifying potential acquisitions.
Maven's regional office network ensures that its portfolio executives have extensive local knowledge and experience of SME investment, facilitating a collaborative working relationship with each management team to help them achieve their growth objectives. Maven's executives provide support in a number of ways:
Investors under the Offers will gain access to established VCT portfolios that are highly diversified across a wide range of industries and the UK regions. Each Maven VCT portfolio comprises mainly growth capital investments in early stage private companies, alongside later stage investments in more mature private businesses as well as selected AIM investments.
The Maven VCTs' investment strategy is focused predominantly on private companies which offer the potential to achieve significant scale over the medium term.
Maven's highly selective approach looks to identify entrepreneurial companies that have established levels of recurring revenue within a large addressable market, and where the products or services supplied often provide a disruptive approach to the existing market offering.
Each Maven VCT has constructed a portfolio with exposure to sectors that Maven believes are more defensive during periods of wider market uncertainty, including software, cyber security, data analytics, financial services and specialist engineering. Maven typically avoids sectors that are likely to be adversely impacted by reduced discretionary consumer spending, such as retail, leisure, travel, hospitality and entertainment.
Whilst the Maven VCT portfolios remain underpinned by core private company holdings, Maven's team also includes London based executives capable of sourcing and investing in AIM quoted companies on behalf of the VCTs. Although there has been a limited number of attractive VCT qualifying companies seeking to list on AIM recently, Maven will look selectively at quoted investment opportunities if they arise.
Maven VCT 5 historically had a higher level of AIM exposure than the other Maven VCTs, having originally operated as an AIM VCT under a previous manager until Maven was appointed in 2011 to improve performance through a transition to a private company focused investment strategy. Maven VCT 5 now has a significantly reduced AIM exposure and is more closely aligned with the other VCTs. At the date of their most recently published accounts, the Maven VCTs had the following proportions (by value) invested in AIM quoted companies.
| Maven VCT 1 | Maven VCT 3 | Maven VCT 4 | Maven VCT 5 | |
|---|---|---|---|---|
| % of total net assets invested in AIM | 0.8% | 1.1% | 1.7% | 6.2% |
Each portfolio also includes a number of private company investments completed prior to the 2015 VCT rules change, which offer a counterbalance to the risks associated with growth investment in younger businesses:
| Maven VCT 1 | Maven VCT 3 | Maven VCT 4 | Maven VCT 5 | |
|---|---|---|---|---|
| Number of later stage holdings* | 9 | 8 | 9 | 8 |
| % of private company and AIM portfolio* | 11% | 12% | 12% | 5% |
* At the date of the VCTs' most recently published accounts excluding cash balances and treasury management holdings.
The proportion of the portfolio invested in later stage private companies will decrease over time as the mature assets are realised and new investments are made. The Boards and the Manager are, however, confident in the long term potential of the earlier stage portfolios, acknowledging the high levels of diversification and that, whilst emerging businesses are higher risk than more established businesses and have less predictable growth paths, those that achieve scale offer the prospect of greater returns as evidenced by a number of high value exits achieved by the Maven VCTs in 2024 and 2025.
There remains a significant level of M&A interest in the private company portfolio and exits will continue to be progressed where there is the opportunity to optimise Shareholder value in support of the dividend programme.
The chart below illustrates the broad sector distribution (by value*) within the aggregated* private company and quoted portfolios of the Maven VCTs (which have a high level of common holdings). Each portfolio is also widely diversified across the end-user markets within those sectors.

* Based on the aggregate of the valuations from each Maven VCT's most recently published financial statements prior to the date of this document (excluding cash balances and treasury management holdings). Detailed portfolio lists are available in the VCTs' Annual and Interim Reports, and in the Registration Document for these Offers.
The Maven VCTs provide investors with access to large, highly diversified portfolios of dynamic growth businesses operating across a wide range of sectors and each portfolio contains between 91 and 115 private and AIM quoted companies.
Across the VCTs' combined asset base of £294 million, the ten largest investments account for around £73 million by value (representing 25% of total assets):
| Sector | Cost (£'000)1 |
Valuation (£'000)1 |
Valuation increase/(decrease) relative to cost |
|
|---|---|---|---|---|
| Horizon Ceremonies2 | Business Services (Funeral Services) | 5,699 | 11,057 | 94% |
| Bright Network | Learning & Development/Recruitment | 5,273 | 8,778 | 66% |
| Rockar | Software & Technology (ecommerce) | 4,708 | 8,701 | 85% |
| Manufacture 2030 | Software & Technology (Data Analytics) | 4,038 | 8,475 | 110% |
| Summize | Software & Technology (Legal) | 3,234 | 8,086 | 150% |
| BioAscent | Pharma, Biotech & Healthcare | 2,079 | 6,645 | 220% |
| Bud Systems | Learning & Development/Recruitment | 3,216 | 6,458 | 101% |
| DPP | Industrials & Engineering | 3,481 | 4,963 | 43% |
| HCS Control Systems | Industrials & Engineering | 3,166 | 4,837 | 53% |
| Zinc | Software & Technology (Security) | 3,405 | 4,702 | 38% |
| Total | 38,299 | 72,702 | 90% |
Aggregated using the costs and valuations from each Maven VCT's most recently published financial statements.
Since those period ends, the VCTs have exited Horizon Ceremonies for a 2.1 to 2.4x total return, in addition to an element of deferred proceeds which offers the potential for further returns (see PART 5 for more details).
Each Maven VCT has a large, established portfolio, widely diversified by sector and geography, that is invested predominantly in private companies that offer the potential to generate significant capital gains on exit. Profiled below is a selection of recent realisations and current Investee Companies, illustrating how VCT funding can help companies accelerate growth (the information has been provided by the Manager as set out in paragraph 19.6 in PART 9 of this document, and investors should be aware that some companies may fail to perform in line with their business plan and may be sold at a value below cost, or at nil).
| 8.2x Exit 8.2x Exit |
||||
|---|---|---|---|---|
| Sector: | Cyber Security | Sector: | Software (RegTech) | |
| Location: | Edinburgh | Location: | Manchester | |
| VCTs invested: 2020 | VCTs invested: 2020 |
Cyber security business Quorum provides managed security services which enable clients to operate confidently in an increasingly hostile digital environment.
Given the extensive financial and reputational damage often resulting from attacks or data breaches, most corporates view cyber security as a top priority.
However, as significant expertise is required to combat the constantly evolving threat, many companies seek an outsourced managed security solution rather than investing heavily to create an in-house capability.
Quorum has established itself as a leading operator in the sector, with a reputation for offering highly flexible solutions across a range of industries, using cutting edge software tools and a highly scalable technology platform developed as part of its partnership with Microsoft.
During the period of the Maven VCTs' initial investment, Quorum increased annual recurring revenues (ARR) and headcount fourfold and entered the US market, as well as making key appointments, including a Chairman and Finance Director. Critically, the business also strengthened its partnership with Microsoft to achieve Gold Partner status for security.
With a growing reputation and strong investor interest in the sector, Quorum was approached by several potential acquirers before being sold in early 2022 to a UK private equity investor, generating an initial 6.5x return for Maven VCT shareholders in under two years. In recognition of positive market dynamics and Quorum's continued growth potential, Maven also retained a minority shareholding.
Quorum has continued its impressive growth and, following a sale to US private equity firm Charlesbank Capital Partners in June 2024, the Maven VCTs benefitted from additional proceeds to achieve an overall return of 8.2x for shareholders.
Federico Charosky, CEO: Our successful partnership with Maven was a significant milestone, enabling us to accelerate growth and scale our business, and it demonstrated what we can achieve with the right team and direction. I'm incredibly proud of what we achieved during our time with Maven, which ideally positioned Quorum for continued rapid growth in the next stage of our development.

| Sector: | Software (RegTech) | |
|---|---|---|
| Location: | Manchester | |
| VCTs invested: 2020 |
Digital archiving specialist MirrorWeb has developed a Software-as-a-Service (SaaS) platform to enable organisations to capture and archive web-based content and digital communications, including websites and social media accounts, where there is often a regulatory obligation to preserve a digital footprint.
MirrorWeb's secure solutions allow clients to drive down costs by removing manual processes, whilst also ensuring compliant archiving of information in a precise, time stamped original format. The business has built a strong presence in the UK, with a blue chip customer base including Aegon, Baillie Gifford, the BBC, HM Treasury, Tesco Bank and The UK's National Archives.
Since Maven invested, the business has increased ARR by over 530%. With this growth largely driven by demand from US businesses, where the need to archive digital communications is subject to increased regulation, MirrorWeb is focused on further expansion into the US market.
In 2022, the Maven VCTs provided additional funding to help the business establish a new base in Austin, Texas, to lead an international growth strategy targeting large financial institutions and compliance consultancies.
In late 2023, MirrorWeb received an unsolicited enquiry from a US buyer regarding a possible acquisition. Maven worked closely with management to prepare the business for sale and select a corporate finance adviser with international reach and RegTech sector expertise.
Following a highly competitive process, in August 2024 the business was acquired by US private equity fund MainSail Partners, allowing the VCTs to achieve a partial exit and generate a total return of 3.3x to 4.5x (including the value of a retained equity stake in the business, which has the potential to deliver additional returns but is not guaranteed). The business has continued to make progress in terms of ARR growth and new product releases, and the management team has been supplemented by senior hires in the US.
David Clee, Founder: We chose Maven as an investor because they understood the needs of a small growth focused business and have an investment strategy aligned with our business goals. Maven's support has been instrumental in enabling us to scale and professionalise the business, in particular as we've won new clients in the very competitive US market, allowing our solutions to disrupt a highly regulated market.


| Sector: | Business Services (RegTech) | Sector: | Business services (funeral services) | |
|---|---|---|---|---|
| Location: | London | Location: | Kent | |
| VCTs invested: 2022 | VCTs invested: 2017 |
Compliance Advisory and RegTech business Novatus Global provides proprietary technology and specialist advice to financial services firms, in areas such as trade reconciliations, transaction reporting, and risk and compliance, to allow them to comply with complex regulatory requirements.
Novatus operates in a growing global market, as financial services organisations are subject to increasingly onerous regulatory obligations. With a reputation for service quality, its flagship transaction reporting platform (En:ACT) enables banks and asset managers to satisfy their reconciliation requirements cost effectively, while providing the business with high value, recurring revenues from a blue chip client base.
In the period from initial investment to Maven's partial exit, Novatus increased ARR by a factor of over 13x, and headcount more than doubled. The business has capitalised on growth opportunities in its core market, securing key contracts with leading service companies, and received notable industry recognition including being named Regulatory Solutions Provider of the Year in 2023 and 2025 at the Global Capital Derivatives Awards.
The Maven VCTs provided follow-on funding in 2023 to enable Novatus to accelerate growth and establish an overseas presence in Sydney.
With its proprietary transaction reporting platform building market traction and a strong reputation, Novatus received an unsolicited investment approach from US private equity firm Silversmith Capital Partners at a large premium to carrying value, reflecting the sustained growth achieved by the business and the strategic value of its technology.
The VCTs completed a partial exit in September 2024, at the highest sale valuation achieved to date from the unlisted technology portfolio. The realisation generated a total return for the VCTs of 4.68x (including the value of a retained equity stake that enables the VCTs to participate in the future growth of the business but is not guaranteed).
Novatus has subsequently invested heavily in its platform and senior leadership team and is targeting growth in primary markets such as North America, while also focusing on securing key partnerships including the London Stock Exchange Group.
Andrew Hedley, Co-founder: Maven's
commitment to our vision has been transformative for the business, allowing us to accelerate our growth and extend our market reach. Key to this is our expansion into international markets, particularly in North America and APAC, enabling us to support firms in meeting their mission critical regulatory obligations.

Crematoria operator Horizon Ceremonies develops purpose built facilities across the UK. Maven invested in Horizon to back the management team's ambitious growth strategy in a sector experiencing increased demand for higher quality crematoria.
With families expecting improved service, given the high costs of funerals, Horizon aimed to create a portfolio of next generation crematoria that are environmentally and technologically advanced, while offering loved ones a more welcoming environment with improved levels of care.
Over the period of investment, Horizon achieved impressive commercial and strategic progress and: opened three crematoria in areas that were historically underserved or where existing facilities are outdated, with two additional sites progressing through the planning approval process; built a strong market reputation for providing a compassionate service to families within a modern setting, whilst also meeting best practice environmental standards; and was awarded a contract to fulfil direct cremations on behalf of PURE Cremation.
In that time Horizon has also achieved notable industry recognition including having a facility named Best Crematorium at the Scottish Funeral Awards for four consecutive years to 2024.
Maven also helped to instil an ESG focus from board level downwards, leading to Horizon being the first UK crematoria operator to publish an ESG report.
With a mature and well established portfolio of next generation facilities, in a market with significant barriers to entry and a limited supply of modern sites, Horizon attracted interest from a number of potential private equity and infrastructure fund acquirers.
Maven was instrumental in the selection and appointment of advisers and managing the sale process which was initiated in late 2024.
In July 2025 the business was sold to public sector infrastructure pension fund Railpen, allowing the VCTs to achieve initial returns of between 2.1x and 2.4x as well as the potential for additional return from an element of contingent deferred consideration linked to the achievement of further milestones.
Jeremy Hamilton, Director: Maven has been a trusted partner throughout our journey, offering not just funding but strategic insight and support. Their belief in our vision enabled us to expand our footprint, enhance our ESG credentials, and deliver best in class facilities. As we enter this exciting new chapter and continue to grow our portfolio, Horizon is well positioned to serve more communities across the UK.

| Sector: | Software (InsureTech) | Sector: | Software (Legal) | |
|---|---|---|---|---|
| Location: | London | Location: | Manchester | |
| VCTs invested: 2023 | VCTs invested: 2022 |
Insurtech business McKenzie Intelligence Services (MIS) provides insurers with geospatial data and analysis to accelerate industry response to catastrophic events and natural disasters, driving disaster relief and economic recovery.
Its Global Events Observer (GEO) platform uses realtime information, machine learning and expert human analysis to provide clients with actionable intelligence to enable data-driven decision making following catastrophic events such as wildfires and hurricanes.
GEO allows insurers, reinsurers and underwriters to access detailed post-event assessments within 24 hours of an incident and to make more informed and efficient decisions when assessing impacted locations and establishing risks. This in turn enables the fast, accurate allocation of resources to support their affected customers.
Economic losses from natural disasters are on the rise, driven by the increasing frequency and severity of extreme weather events across the globe. Insurers are investing significantly in catastrophe models and systems to help more accurately quantify and manage their exposures.
Since Maven invested, the business has performed strongly and:
MIS is now well positioned for a future exit opportunity in a high growth market.
| Software (Legal) |
|---|
| Manchester |
| VCTs invested: 2022 |
Software disruptor Summize has developed an intelligent SaaS solution that helps clients to digitalise the contract life cycle, making it easier and faster to review, create and manage contracts.
Summize's AI-powered technology helps accelerate the contract process by providing intelligent contract summaries. This makes workflows smarter, improves collaboration between legal and business users, and helps legal teams gain greater visibility and control.
Summize has experienced rapid growth by taking a disruptive approach to a traditional sector, developing software that manages contracts across organisations and, crucially, reduces the time spent reviewing contracts. The user-focused platform seamlessly integrates with established communication solutions such as Microsoft Word, Teams and Slack, and its blue chip client base includes Fujifilm, Revolut, Huel and Komatsu.
The Maven VCTs provided funding to support the business in further developing its Contract Lifecycle Management (CLM) technology and expanding its presence in the US.
During the time of Maven's investment, Summize has:
The Maven VCTs provided follow-on funding in 2024 to support continued expansion into the US, where an attractive market opportunity has been identified.
Significant further revenue growth is expected from both the UK and US markets as the company continues to evolve its product offering and expand its local presence.
Forbes McKenzie, Founder and CEO: As catastrophic events across the globe are becoming increasingly common and severe, insurers are under pressure to act more rapidly. Maven's investment provided an opportunity to aggressively pursue our mission of delivering reliable intelligence that enables insurers to confidently make decisions. Maven's advice and belief in our purpose has allowed us to further develop GEO to meet the requirements of a constantly developing industry.
Tom Dunlop, Co‑founder and CEO: We wanted to work with Maven because they bring a strong level of operational and strategic support as we push towards the next level of growth. They were excited by the business, the market opportunity and our product, and have a strong tech portfolio, so we were confident that there is a proven record in the sector for supporting the growth of later stage businesses.
| 1 | 1 1 |
|---|---|
| Current Current |
|---|
| Investee Investee |
| Sector: | Software (Learning & Development) | Sector: | Cyber Security |
|---|---|---|---|
| Location: | Bristol | Location: | Newport Pagnell |
| VCTs invested: 2022 | VCTs invested: 2021 |
Specialist training software platform Bud offers a comprehensive learning management solution tailored for apprenticeship training providers, which is capable of managing their entire process from initial enrolment to final assessment. Its SaaS offering helps organisations deliver high quality training whilst improving the visibility of progress and performance.
Key to the offering is Bud's end to end approach designed to bring together learners, training providers and employers and support the process through to reporting and regulatory compliance.
The business operates in a market with compelling growth drivers as training organisations are subject to ever more complex regulatory obligations.
The VCTs invested to further develop Bud's core technology platform, including new features to target the rapidly growing adult education and apprenticeships segments, while expanding the sales and marketing resources.
Since Maven invested Bud has:
As a result of the commercial progress achieved to date, Maven completed a follow-on investment in Bud in May 2024 to fund additional product development and support management in continuing the growth trajectory and meeting the objective of helping employers and training providers offer high quality learning opportunities.
John Ingram, CEO: We are incredibly excited by the partnership with Maven, which has been a very supportive investor, and the funds will be used to grow the business at scale with significant product enhancements. This will ensure we remain the leading end to end apprenticeship training platform while extending into other training provision.

| Sector: | Cyber Security |
|---|---|
| Location: | Newport Paqnell |
| VCTs invested: 2021 |
Cyber security specialist CYSIAM provides advice, training, and managed services in cyber and secure technologies. Its team has a range of military and intelligence backgrounds, bringing deep technical expertise, project delivery skills and operational support experience to a diverse range of government and private sector organisations.
CYSIAM's capabilities include international capacity building and cyber defence, as well as a wraparound managed service for clients seeking a fully outsourced solution.
The cyber security sector is experiencing rapid growth, due to prolific digitalisation across many industries and changes to working patterns emanating from the pandemic, resulting in a significant rise in cyber threats for many businesses.
The Maven VCTs invested to support CYSIAM in further developing its services and brand awareness, with a specific focus on scaling the managed services business. Its in-house Security Operations Centre (SOC) now facilitates a 24/7/365 UK based, threat-led Managed Detection and Response service.
During the time of Maven's investment, CYSIAM has:
Steve Lancaster, Executive Director: We are delighted to be working alongside an experienced investor like Maven. We are continuing to grow our reputation as the partner of choice, dedicated to protecting our clients' success, and are passionate about making the digital world a safe, secure and more prosperous place, and Maven's support and market insight has been invaluable.

| Sector: | Advertising & Marketing Technology | Sector: | Software (Data Analytics) |
|---|---|---|---|
| Location: | Doncaster | Location: | Oxford |
| VCTs invested: 2021 | VCTs invested: 2023 |
Technology business Automated Analytics has developed a sales and marketing platform that tracks the purchase journey from online clicks to offline conversions, enabling better campaign and budget optimisation for marketing and recruitment professionals. In addition, its Call360 product analyses 100% of sales calls in real time to increase conversion rates, enabling compliance screening to manage business risk more effectively than traditional manual call sampling.
The platform harnesses big data analysis and proprietary AI technology to help clients analyse and process large quantities of data in real-time, in order to measure digital campaign success.
Automated Analytics' innovative tools address important data insight gaps, where it has historically been very difficult to accurately analyse call conversion rates, marketing spend, or compliance purposes. This allows client businesses to attract and engage customers by providing meaningful insights into the full customer experience, which helps to increase productivity and profits.
The Maven VCTs invested to enable the business to scale and further develop its solutions.
Since Maven's investment, the company has:
In August 2024 Maven VCTs provided follow-on investment to help the business accelerate growth through expansion into new markets and make strategic hires to further develop the technology, including a COO who joined the business in 2025.
Mark Taylor, CEO and Founder: In 2021 we could see the potential and demand for our solutions from businesses, but lacked the funding to scale fast and increase our client serving capabilities in the UK. Maven has been a key partner, and we would not have been able to launch and expand so successfully in the US without their funding. Maven understands our business and can see the potential our AI solutions offer to establish Automated Analytics as a global leader.


| Sector: | Software (Data Analytics) |
|---|---|
| Location: | Oxford |
| VCTs invested: 2023 |
Climate tech software specialist Manufacture 2030 (M2030) works with some of the world's largest manufacturing businesses to help achieve their carbon reduction goals across the value chain. M2030's highly scalable SaaS platform and support services enable clients to provide their suppliers with a suite of tools and best practice data to measure and reduce their environmental impact.
The proprietary software and reporting tools allow suppliers to procure more sustainably and drive down costs by identifying baseline levels for waste separation, water use and carbon emissions, and then implement detailed action plans.
The business operates in a rapidly growing market with strong underlying drivers as corporations seek to achieve net zero targets set by governments and global institutions. A robust climate action plan is increasingly a prerequisite in the selection process of suppliers, and M2030 is playing a critical role in helping manufacturers and suppliers to become more resource efficient and minimise environmental impact.
The Maven VCTs invested to help the business expand into new global markets, support enhanced functionality for its innovative software platform, and scale across North America and Europe.
Since Maven invested, M2030 has:
Toby Newman, CEO: We are delighted to have Maven's support and SME expertise in helping us build on our success of the past few years. This investment will help us to scale our organisation more rapidly and accelerate our work to help manufacturers across the world decarbonise in line with climate targets.

* Aggregate of the valuations from each Maven VCT's most recently published financial statements prior to the date of this document.
Since those period ends, the Maven VCTs have exited Horizon Ceremonies (see PART 5 for more details).
The information set out in Part 5 has been provided by the Manager as set out in paragraph 19.6 in PART 9 of this document.
Maven's team has a proven ability to source VCT qualifying investments, with executives throughout the UK continually reviewing prospective opportunities across a wide range of sectors. The Maven VCTs invest primarily in private companies, providing funding to support a variety of growth strategies, including expansion into new geographic markets or product areas, accelerating technological innovation, launching new or enhanced products, strengthening management teams, or developing additional client relationships. Since January 2022, the VCTs have completed new investments in the following 27 private companies1 :

Provider of precision optics for high-power laser systems, designing and manufacturing complex components for leading global technology firms. The proprietary technology is essential to enhancing the performance and reliability of laser systems used in demanding sectors such as aerospace, defence, medical devices, and semiconductor manufacturing.

Developer of AI enabled technology for automating mortgage application processing, which uses machine learning, large language models and natural language analysis to extract data from documents such as pay slips, bank statements or bills. The technology checks for completeness and consistency and allows assessment against eligibility and affordability criteria, identifying

Provider of SaaS payment technology created to address the complex challenges of payment reconciliation and reporting for FinTech businesses, including banks and leading payment companies. The platform allows clients to automate, simplify and streamline processes to save time and cost, while also ensuring that they comply with the increasing burden of industry and regulatory requirements.
potential fraud and reducing costs, error rates and application processing speeds for lenders.

A risk management platform that uses machine learning and AI technologies to generate valuable data insights for businesses, allowing them to make more informed decisions around their corporate risk exposure, as well as identify gaps, reduce costs and improve operational efficiencies. Its user friendly system reduces reliance on spreadsheets and can potentially boost productivity by over 80% through streamlined, centralised workflows.
Developer of a data-as-a-service solution to improve debt recovery outcomes for utility and financial services companies, helping them tackle the increasing challenge of debt caused by changes of tenancy which impacts millions of properties and leaves billions of pounds in unpaid energy or other bills. The cloud based platform uses proprietary technology to offer a more costeffective alternative to the traditional approach of using a single credit bureau to identify occupiers, providing access to data from multiple partners.
Specialist communication platform, providing consultancy and managed services, including as a key implementation partner for global cloud communications business Twilio. Zing builds and implements contact centre solutions, helping clients to improve customer engagement. In 2022, Zing was spun out of CRM provider ProspectSoft, a previous Maven portfolio company, to enable it to scale its offering in the US. Zing now supports a global customer base including Shell Energy Australia, Fresha, Everflow Utilities and Red Cross.
Provider of clinical diagnostic testing services, specialising in the analysis of human samples with the objective of improving healthcare outcomes. Initially established as part of the Government supported COVID-19 "Test and Trace" programme, the business evolved post pandemic into a laboratory-based testing facility providing blood science and molecular diagnostics to a wide range of clients, including in new markets such as oncology and genome sequencing.
Developer of an innovative geospatial data analytics platform that provides a fully automated claims management and risk exposure solution to the insurance market for global catastrophic events. Offering a range of benefits including real time analysis and cost efficiencies, its technology analyses highly accurate, geotagged external data and imagery from a variety of space and ground sources, enabling businesses to better understand and mitigate global risk events.
Metrion Biotech December 2023 Provider of specialised services to pharma and biotech companies that are developing drugs to act on protein structures called ion-channels. Metrion is a contract research organisation (CRO), focused on both on-target drug discovery and off-target safety profiling. With pharma and biotech companies increasingly outsourcing R&D, few CROs offer the expertise to undertake the procedures, interpret the results, and advise the clients on testing.
AMufacture Specialist Manufacturing November 2023 Manufacturer of highly engineered 3D printing components, specialising in prototyping and long‑term contract manufacturing for clients across a range of sectors including marine, industrials and renewable energy. The company's 3D printing and additive technologies offer solutions to optimise manufacturing time for clients, and can be used in applications including 3D printed parts, composite tooling, and CAD & generative design.
Manufacturer of wireless condition monitoring sensors which help track critical parameters such as temperature and vibration on high wear components in a wide range of industrial applications globally. The sensors remove the need for manual inspection by allowing for remote monitoring of production equipment in some of the harshest industrial environments and hazardous locations, enabling customers to avoid costly and disruptive downtime on critical equipment.
Drovo2 Software (AdTech) October 2023
Provider of specialist on-vehicle advertising that uses digital roof top screens, alongside integrated software, to give companies and marketing agencies superior targeting capability and insights into the effectiveness of advertising campaigns. Its technology goes beyond traditional outdoor advertising, as the display can be adapted in real time, allowing a product to be advertised based on the location of the vehicle and potential customers.
Laverock Therapeutics Biotech September 2023
Developer of a pre-clinical gene silencing platform for use in drug discovery and the creation of next generation cell therapies focusing on diabetes and solid tumour immunotherapy. Its differentiated technology enables the development of cell therapies which are stable, tunable and programmable, offering improved efficacy and safety, whilst also addressing many of the limitations of existing approaches.




Provider of facilities management software for the education sector, and eLearning content for schools and businesses, including online tools for health and safety compliance, climate change reporting and premises applications. The eLearning library is widely used by corporate customers including Curry's, Cineworld, Blue Arrow, Halfords and NHBC. iAM focuses on providing a costeffective solution to help educational organisations manage everyday H&S, statutory reporting and staff training requirements associated with estate management.
Developer of a specialist software reporting platform that works with some of the world's largest manufacturing businesses to help them achieve a reduction in the environmental footprint within their global supply chains. M2030 provides software reporting tools that enable companies to measure, manage and reduce environmental impact, by procuring more sustainably and encourage suppliers to reduce carbon emissions.
Biorelate Software (Biomedical) November 2022
Developer of an IP rich software platform, which analyses big data to provide scientists in global pharmaceutical or small biotech companies with the insights to advance promising biomedical innovations, harnessing machine learning technology to curate knowledge from an array of published biomedical literature. The business already operates in the European and US markets, with clients including Astra Zeneca and Merck KgaA.
Developer of digital contracting software for legal firms and departments, using AI-powered technology to address the growing need to digitalise the contract lifecycle, aiming to shorten the process of creating and reviewing contracts. The cloud-based product integrates with Microsoft Word, Teams, Slack and DocuSign to improve collaboration between legal and business users and better manage contracts and commercial risks.

Developer of a proprietary software platform that delivers composite molds to automotive and aerospace brands, including Boeing, GKN and Spirit AeroSystems, enabling them to reduce materials costs and manufacturing times in a market with an increased environmental focus on the use of composite materials for their weight and strength qualities.

analyse ESG data. This allows clients to meet regulatory requirements and stakeholder expectations, to boost financial performance, and to minimise manual workflow and errors, and is used by financial sector, corporate sustainability and fund management clients across Asia, the US and EU.

Bud Systems Software (Learning & Development) September 2022
Provider of a SaaS training management platform that offers an end-to-end solution for learners, apprentices, employers and training providers. It can be used to deliver in-house programmes and off-the-shelf content, tracking a learner's interaction with their learning plan and generating learner records, whilst ensuring compliance with funding and assessment requirements.
Developer of virtual reality (VR) and augmented reality (AR) mobile and console-based games under licence and as a work-for-hire studio. Through a licence agreement with Sony Pictures, XR has developed the PlayStation game "The Angry Birds Movie 2 VR: Under Pressure" and also produced Zombieland VR based on another high profile film franchise.

Provider of specialist tools to support financial services firms in complying with increasingly complex regulatory obligations, including risk, compliance and ESG programmes. Novatus develops solutions to support a range of essential tasks, such as transaction reporting, which enable clients to meet reporting requirements cost effectively. The Maven VCTs have partially realised their investment.
Zinc Systems Business Services (Security) June 2022 Developer of a software-based solution for safety, security and critical event management, serving clients across the Security, Corporate, Government and Facilities Management sectors. Zinc's solution allows clients to combine options to provide end-to-end management of incidents, such as fire, online fraud or compliance breaches.
Designer and manufacturer of bespoke sustainable plastic packaging, predominantly for use by the UK food sector. The business has strong ESG credentials and is at the leading edge of sustainable manufacturing: over 95% of its raw materials are recycled plastics, 99% of its production waste is recycled and 94% of its power is sourced from renewable energy.
Provider of digital health technology that specialises in curating and managing accredited frameworks, thereby enabling private, local and national health systems to adopt digital solutions to support healthcare professionals in recommending health apps to patients. ORCHA's products are live in a number of countries, including the UK, Canada and parts of Europe, with over 12,000 assessments processed to date.

Pura Business Services (Baby Products) January 2022
Developer of a range of eco-friendly, competitively priced baby care products including 100% plastic free wipes and nappies. Pura's eco-ethical brand offers disruptive marketing and innovative products and is an appealing option for consumers looking to move away from traditional producers towards more agile brands offering strong environmental credentials.

iPac Business Services (Manufacturing) March 2022
Maven has a consistent, long term track record of achieving successful private company realisations for the Maven VCTs, which has helped to support a programme of dividend payments to Shareholders. Maven works closely with the management team of each private company, providing strategic and operational support in order to drive value and maximise exit proceeds. Since January 2022, Maven has completed 18 exits from private companies in which one or more of the Maven VCTs invested, through trade sales and secondary market disposals to private equity buyers. Of those realisations, 12 have been profitable and have achieved total return multiples of up to 8.2x cost (with an average multiple of 2.6x cost)1 :

Developer and operator of a portfolio of environmentally and technologically advanced crematoria. Horizon aims to provide greater local choice in underserved areas of the UK, in a sector experiencing increased demand for next generation facilities which offer loved ones a more welcoming environment and improved levels of care. Acquired by major public sector pension fund Railpen. *In addition to an element of deferred proceeds, which offers the potential to generate further returns (the multiple varies between the Maven VCTs as they had different allocations in the rounds of funding).
®
QikServe September 2024 1.2x initial return multiple*
Developer of a patented customer self-service platform, used by hospitality and travel operators to allow customers to order and pay at the table, which is fully integrated with the market's most widely used EPOS system and is customisable for a range of devices. Deployable at low cost across large estates by multi-site operators, it allows businesses to increase average spend and reduce waiting times. Acquired by trade buyer The Access Group. *In addition to an element of contingent proceeds, which offers the potential to increase the total return up to 1.8x based on trading performance.

Contract electronics manufacturer with a focus on manufacturing and testing electronics used throughout the industrial and semiconductor sectors for deployment in harsh environments. The business assembles and tests complex components that, critically, must function reliably under extremes of temperature, pressure and vibration. Acquired by private equity backed trade buyer Elite Electronics.
Provider of specialist advice and tools to financial services firms, designed to help them meet their regulatory obligations. Its RegTech division has developed a range of solutions to support essential tasks, including a flagship Transaction Reporting Analysis tool, which enables banks and asset managers to cost effectively meet transaction reporting and reconciliation requirements. Acquired by Silversmith Capital Partners. *A partial exit, including the value of a continuing equity stake in the business which offers the potential for additional returns based on performance but is not guaranteed. The initial cash return to the Maven VCTs is 3.6x.
Developer of digital archiving solutions which enable public and private sector organisations to monitor and archive digital content including websites, electronic communications and social media accounts. Its solution provides digital oversight for compliance with regulatory obligations and creates immutable records. Acquired by US private equity fund MainSail Partners. *A partial exit, including the value of a continuing equity stake in the business which has the potential to generate additional returns based on its performance, but is not guaranteed. The initial return to the Maven VCTs is 2.6x to 3.6x (the return varies between the Maven VCTs as they had different allocations in the rounds of funding).
MirrorWeb August 2024 3.3x to 4.5x total return multiple*

Provider of outsourced cyber security solutions that allow organisations to operate confidently in an increasingly hostile environment, including in key areas such as penetration testing, vulnerability management and regulatory compliance. *Initially acquired by UK private equity firm, Livingbridge in 2022, generating a 6.5x return and the Maven VCTs retained an equity stake. A subsequent sale of the business, to Charlesbank Capital Partners, returned additional value to the VCTs.

Funds raised under the Offers by each Maven VCT will be invested in accordance with their investment policies, as set out in PART 2 of the Registration Document. The objective of each Maven VCT is to achieve longer term capital appreciation and generate income for its Shareholders, through investment primarily in a diversified portfolio of private and AIM quoted companies.
Each Maven VCT Board is responsible for overseeing and supervising the Manager in accordance with the terms of its investment management agreement with the Manager. The Directors of each Maven VCT are non-executive and (other than Bill Nixon who is a Director of Maven VCT 3 and Maven VCT 4, as well as Managing Partner of Maven as at the date of this document) are independent of the Manager. The Directors are listed below and offer a broad range of relevant experience. Detailed biographies can be found in the annual reports and on the Companies' respective webpages shown below.
| Director | Role | Length of Service |
|---|---|---|
| John Pocock | Chairman and independent non‑executive director |
A Director since 1 March 2007 and Chairman of the Board since 8 July 2010 |
| Alison Fielding | Independent non‑executive director | A Director since 1 January 2019 |
| Andrew Harrington | Independent non‑executive director | A Director since 1 January 2019 |
| Director | Role | Length of Service |
|---|---|---|
| Keith Pickering | Chairman and independent non‑executive director |
A Director since 15 April 2015 and Chairman of the Board since 2 May 2024 |
| David Allan | Independent non‑executive director | A Director since 1 March 2017 |
| Bill Nixon | Non‑executive director | A Director since 10 July 2008 |
| David Priseman | Independent non‑executive director | A Director since 1 February 2024 |
| Director | Role | Length of Service |
|---|---|---|
| Fraser Gray | Chairman and independent non-executive director |
A Director since 18 December 2019 and Chairman of the Board since 14 July 2022 |
| Daniel Bittner | Independent non-executive director | A Director since 1 April 2025 |
| Brian Colquhoun | Independent non-executive director | A Director since 1 August 2022 |
| Bill Nixon | Non-executive director | A Director since 6 August 2008 |
| Director | Role | Length of Service |
|---|---|---|
| Graham Miller | Chairman and independent non-executive director |
A Director since 2 July 2019 and Chairman of the Board since 28 April 2020 |
| Brian Phillips | Independent non-executive director | A Director since 1 January 2025 |
| Jane Stewart | Independent non-executive director | A Director since 1 September 2023 |
The Directors of each of the Maven VCTs, together with their close associates, have the following aggregate shareholdings in their respective Companies (as at the date of this document):
| Maven VCT 1 | Maven VCT 3 | Maven VCT 4 | Maven VCT 5 | |
|---|---|---|---|---|
| Number of Shares held | 581,290 | 1,763,843* | 1,856,702* | 306,370 |
| Representing % of the issued share capital | 0.32% | 1.28% | 1.20% | 0.13 % |
* The figures in relation to Maven VCT 3 and Maven VCT 4 include the shareholdings of Bill Nixon and his close associates, as Bill is a Director of those Companies.
As at the date of this document, the aggregate shareholdings of Maven and certain of its executives, in the Maven VCTs, are:
| Maven VCT 1 | Maven VCT 3 | Maven VCT 4 | Maven VCT 5 | |
|---|---|---|---|---|
| Number of Shares held | 2,633,248 | 2,208,022* | 2,518,214* | 4,384,233 |
| Representing % of the issued share capital | 1.46% | 1.60% | 1.63% | 1.89% |
* The figures in relation to Maven VCT 3 and Maven VCT 4 include the shareholdings of Bill Nixon and his close associates. Bill is also a Director of those Companies.
VCT shares can be sold on the open (or 'secondary') market like other shares, through a stockbroker or a share dealing account, though investors should note that the sale of New Shares within five years of their issue will require the repayment of some or all of any initial income tax relief obtained on the investment. As the VCT market is often illiquid, there may not be available buyers and the shares may be valued at a discount to NAV per share.
The primary duty of each Maven VCT's Board in determining whether to buy back Shares in its own VCT is to act in the interest of its Shareholders as a whole, while retaining sufficient liquid assets for making investments and for the continued payment of dividends. Each Board reviews regularly the level of share price discount to NAV per Share and the policy on share buy-backs. Each Maven VCT operates a buy-back policy that allows it to periodically buy Shares in the market at a discount to NAV per Share, for cancellation or to be held in treasury. It is the intention of each Board that its VCT should conduct share buy-backs with a view to maintaining a share price discount that is approximately 5% below the latest published NAV per share, subject to regulatory restrictions, market conditions, available liquidity and the maintenance of its VCT status.
In line with the VCT regulations, neither the Maven VCTs nor Maven can buy back shares directly from Shareholders, but a Shareholder can sell their shares through a broker of their choice. The Shareholder's broker should contact the Broker to the Maven VCTs, which is Shore Capital Stockbrokers Limited (see Contact Information on page 69). It should be noted that such transactions cannot take place whilst a VCT is in a closed period, which is either the time from the end of a reporting period until the announcement of the relevant results or an unaudited NAV or a period when the Directors and Manager are in possession of price sensitive information (further details are provided in the annual reports of each of the VCTs).
The Maven VCTs have conducted share buy-backs on a regular basis, including as detailed below:
| Maven VCT 1 | Maven VCT 3 | Maven VCT 4 | Maven VCT 5 | |
|---|---|---|---|---|
| Number of Shares bought back in 12 months to 30 September 2025* |
6,432,015 | 4,568,923 | 5,743,178 | 10,990,007 |
| Representing % of the issued share capital | 3.56% | 3.31% | 3.71% | 4.74% |
* Being the latest practicable date prior to the publication of this document.
Each of the Maven VCTs operates a DIS that allows Shareholders to elect to have their dividends used to subscribe for new shares in that VCT (full details are available on the relevant VCT's webpage). New Shares issued under the DIS should qualify for VCT tax reliefs in the tax year in which they are allotted, and have the advantage that there is no premium to NAV per Share payable as would typically apply with the issue of new Shares under a public offer in order to cover issue costs.
Where a Shareholder has elected to participate in the DIS of a Maven VCT, such that their entitlement to dividends will be in the form of new Shares rather than receiving cash dividends, that election will remain in force (other than during any period for which the DIS is suspended or withdrawn) until they notify the relevant VCT to the contrary. Investors can use the Application Form for the Offers to elect to participate in the DIS in respect of any future dividends (declared following allotment of their Shares). That election will apply in respect of each Maven VCT to which the investor subscribes, and for Existing Shareholders it will apply in respect of all of their holdings in those VCTs. Alternatively, if an Applicant wishes to make different DIS elections for each Maven VCT, or to subsequently change their DIS elections, they can do so by using the Registrar's online Investor Hub (see below), or by downloading a mandate from each VCT's webpage and submitting it to the Registrar.
Each Maven VCT publishes an annual and a half-yearly report, which include financial statements as well as detailed information regarding investments, realisations and the portfolio. Maven and the VCTs look to minimise the environmental impact of printing Shareholder documents where practical, by providing Shareholders with the option to receive email or postal notification that reports have been published on the VCTs' webpages, rather than printing and posting hard copy documents. If Shareholders have elected to be notified by email or letter, or have been deemed to have done so, they currently receive a notification that annual and half-yearly reports have been published; otherwise, they receive hard copy documents.
The Application Form for the Offers allows an Applicant to choose whether they wish to receive notifications or hard copy documents, in respect of any VCTs to which they are subscribing (the option selected will apply to both New Shares, for which their application is accepted, and any existing holdings). If no preference is indicated on the Application Form, an Existing Shareholder will continue to receive communications in line with their current election, or a New Investor will receive postal notifications until such time as they instruct the Registrar otherwise or consent to a subsequent request by the relevant VCT. If a Shareholder subsequently wishes to change their preference, or an Applicant under these Offers wishes to make different choices for each VCT to which they subscribe, they should advise the Registrar.
Shareholders can also receive Maven's twice-yearly Shareholder newsletter, as well as related information such as VCT portfolio news and information about future VCT offers, by selecting the relevant option on the Application Form for the Offers, or by subscribing for email updates at mavencp.com/contact-us.
Once shares have been issued by the Registrar, City Partnership, Shareholders who have a share certificate* can register for City's Investor Hub at maven-cp.cityhub.uk.com/login to view their shareholdings, including:
Registering for the Investor Hub – to create an account, the Shareholder will need to enter an Investor Access Token (found on their share certificate received from City) or contact City to request a token. If an investor is not registered for the Investor Hub, they can obtain further information about a shareholding from City by:
If an Existing Shareholder is already registered, their New Shares will be linked to the same hub account (for Maven VCT shareholdings) if they provide matching information on the Application Form.
Access for Financial Intermediaries – intermediaries can view the information noted above, for their clients' shareholdings, provided that a signed authority has been provided to City and that the intermediary has registered to access the Investor Hub (an authority can be given either through the Application Form for subscribing in these Offers, or by providing a Letter of Authority to City). An intermediary can view multiple Maven VCT Shareholders through a single Hub login (where the relevant authorities have been provided). Intermediaries should contact City with any questions regarding the registration process.
* If the Shares are held in a nominee account (i.e. they have been issued directly through CREST in the name of a nominee) the Shareholder will not receive a share certificate as their Shares will be issued in the name of the nominee. Therefore, the Shareholder is not able to register for access to the Investor hub and should contact the nominee for further information about their shareholding.
Maven Capital Partners UK LLP is the investment manager for the Maven VCTs and has a nationwide team of experienced professionals. This includes Glasgow based teams providing fund accounting, administration and company secretarial services to the Maven VCTs, and more than 25 investment and portfolio executives involved in sourcing, executing and managing VCT investments from a network of regional offices. The combined experience of the Manager's team aligns with the published investment policies of the Maven VCTs. The senior members of the investment and portfolio team are profiled below, and more information is available at mavencp.com.
Bill is joint fund manager for the Maven VCTs, alongside Investment Partner Ewan MacKinnon (see below), and is responsible for managing the investment team, overseeing asset selection and chairing the Maven investment committee, supported by other senior team members. It is intended that Bill will retire as joint fund manager on 1 January 2026, but will remain a member of the Maven investment committee after that date. He has more than 40 years' experience in banking and private equity. He is a Fellow of the Chartered Institute of Bankers in Scotland and obtained an MBA from Strathclyde University in 1996. In the 1990s, Bill was head of the private equity business at Clydesdale Bank plc, then a subsidiary of National Australia Bank, before joining Aberdeen Asset Management plc (Aberdeen) in 1999. In 2004, he was appointed as principal fund manager to all Aberdeen managed VCTs. In 2009, Bill led a management buyout from Aberdeen to form Maven.
Ewan is joint fund manager for the Maven VCTs, alongside Managing Partner Bill Nixon. He sits on Maven's Investment Committee and is Chair of the Valuation Committee. He has more than 25 years' experience managing, advising and investing in SMEs, and joined Maven in 2009 having worked in Johnston Carmichael's corporate finance team. Ewan has extensive industry experience, having previously been managing director of MacKinnons of Dyce Limited, a specialist retail business, which he led through to its sale to a FTSE 250 listed company in 2006. Ewan graduated with a BA (Hons) in Business Studies from the Aberdeen Business School and is a Fellow of the Association of Chartered Certified Accountants.
Melanie is responsible for transacting new early stage and technology investments across South West England and Wales. She has over 15 years' experience in the technology, life science and biotechnology sectors. She joined Maven in 2016 from the Development Bank of Wales, where she was manager of the Wales Technology Seed Fund and was part of the Technology Ventures team providing funding to businesses across a range of sectors. Prior to this she focused on early stage healthcare investments with Nesta Investments and Lloyds TSB Corporate. Melanie has a BA (Hons) in Natural Sciences, and a PhD in Genetics from the University of Cambridge.
Martin is responsible for deal origination and execution across Scotland. He joined Maven in 2013 from Lloyds Banking Group, where he worked in the Equity Risk Management Division, providing risk oversight on the Bank's equity portfolio, and then in the Corporate Real Estate Business Support Unit. Martin previously spent five years with Henderson Loggie CA. Martin has an MA (Hons) in Economics and Business from Heriot Watt University, and is a Chartered Accountant.
David is responsible for transacting new private equity investments in Scotland, as well as UK investments in the technology, pharmaceuticals and life science sectors. He joined Maven in 2007, having started his career as a scientist with GlaxoSmithKline and then worked for international consultancy firm Wood Mackenzie, where he advised clients on their corporate and licensing strategies. David has an Honours degree in Pharmacy, a PhD in Molecular Biology/Gene Delivery from the University of Bath and an MBA from Edinburgh University.
Jeremy is responsible for new private equity investments across the North West of England. He also works with portfolio companies in the region. He joined Maven in 2017, having previously worked as a corporate lawyer for Squire Patton Boggs in Manchester, where he specialised in private equity, venture capital and acquisitions. He has experience advising management teams and companies across all stages of their development. Jeremy is a qualified solicitor who graduated from the University of Leeds with a BA (Hons) in History & Politics, and has a graduate diploma in Law from BPP Law School in Manchester.
Michael is responsible for new investments across the North East of England. He joined Maven in 2017, from FW Capital in Newcastle where he spent five years in the SME investment team leading transactions across the North East. Previously, Michael was an associate director at Brewin Dolphin in Newcastle and London, working in the investment banking team on a range of listed company fund raisings. Michael has an MA (Hons) in Mathematics from the University of Oxford and is a Chartered Accountant.
Gavin is responsible for the origination and execution of new private equity investments across the North West of England. He joined Maven in September 2016 from NorthEdge Capital in Manchester where he was responsible for both new private equity investment activity and fundraising. Gavin began his private equity career at Greenpark Capital (now Stepstone), a secondaries private equity fund manager in London investing into private equity funds globally, and later worked at Schroders in London and at Bank of New York. Gavin has a BSc (Hons) in Economics from the University of Birmingham and is a CFA Charterholder.
Paul is responsible for executing new AIM quoted and treasury management investments and managing the AIM portfolios of the Maven VCTs. He joined the team in 2022 from Sandbourne Asset Management, where he managed UK listed-equity absolute return strategies, with a particular focus on smaller companies, and where he participated in numerous IPOs and fundraises. Paul graduated from Cambridge University with a Master's degree in Mathematics, and is a CFA Charterholder.
Allie is responsible for deal origination and execution across London and the South East. She joined Maven in 2022 from Calculus Capital, where she had worked since 2008, specialising in the technology, energy and life science areas including companies in the environmental technology and biotech sectors. Previously she worked on the hedge fund team at Apollo Management International. Allie graduated from University College London with an Honours degree having previously studied Engineering Science at the University of Oxford. She is a CFA Charterholder.
Jonathan is responsible for deal origination and execution across the Thames Valley and the South of England. He joined Maven in May 2022 from Deloitte, where he worked initially in the Southampton audit practice and later as a Manager in the Reading Corporate Finance team and was involved in both buy and sell-side advice on M&A transactions across a range of sectors. Previously he worked in commercial banking at Lloyds. Jonathan has an Honours degree in Experimental Psychology from the University of Oxford and is a Chartered Accountant.
Alex is responsible for sourcing, executing and monitoring new VCT investments across the South of England. He joined Maven in 2020 from Newable, where he was an investment director in the EIS investment team and led a number of early stage investments. Previously, Alex was an investment director at London Business Angels, where he managed a syndicate of high net worth investors and was part of the management team that sold London Business Angels to Newable in 2017. Alex has an MA (Hons) in Economics and Modern History from the University of St. Andrews, and a Masters in Management from Vlerick Leuven Ghent Management School.
Gary leads Maven's national portfolio management activity and is responsible for generating and protecting Shareholder value, exit planning and monitoring performance. He has extensive experience of working with SMEs in value creation roles, notably in the technology and media sectors, and joined Maven in 2024 from Bauer Media Group where he was Director of M&A. Previously Gary was COO for a Global SaaS startup, responsible for driving revenue growth and increasing equity value, after spending 16 years in senior strategy and corporate development roles with global entertainment businesses including Sony Pictures and Walt Disney Television. He is a Chartered Accountant, and has an MEng from Durham University.
Karen is responsible for supporting portfolio companies across the North of England. She joined Maven in 2018 from a finance director role with a group which held a portfolio of investments in the engineering services sector. Previously Karen held a variety of executive finance roles in public and privately owned companies, and also worked in corporate finance and for RBS in specialised lending. Karen has a BSc (Hons) in Biological Sciences from the University of Manchester and a Business Masters' Degree from IE Business School in Madrid, and is also a qualified business coach and Neuro-Linguistic Programming practitioner. Karen is a Fellow of the Institute of Chartered Accountants in England and Wales.
Jenny is responsible for supporting portfolio companies across the North of England. She joined the team in 2025 from industry, having been Global CFO and European COO for Credico, a privately owned business operating across the US, UK, South Africa and mainland Europe, which she supported as it grew organically and through acquisitions. She previously held finance and operational roles that focussed on driving profitability through operational change, after spending almost 10 years in Australia, first with Deloitte, then in senior finance roles in both privately owned and listed businesses. Jenny began her career at PwC in Manchester in Audit & Assurance, before moving into the Business Recovery team in London. She has an BA (Hons) in Politics and Economics from the University of Newcastle and is a Fellow of the Institute of Chartered Accountants in England and Wales.
Sanjay is responsible for managing a portfolio of Maven's assets in London and the South. He joined Maven in June 2022 from IW Capital where he was an Investment Director transacting new tax assisted investments and managing the SME portfolio. Previously he spent 16 years at RBS in a number of areas including portfolio management of equity positions, restructuring and acquisition finance. He spent his early career as an investor at 3i and at alternative lenders. Sanjay graduated from King's College London with an LLB (Hons) Law degree and is a Chartered Accountant.
Trisha is responsible for sourcing and managing AIM investment opportunities, as part of Maven's London based AIM team. She joined Maven in 2018 and has a wide knowledge and experience of financial markets, corporate finance, fund management, buy/sell side research and investor relations, having spent time with several stockbrokers and City institutions. Trisha has an MBA, is a Chartered Fellow of the Chartered Institute for Securities & Investment and is a member of the Security Industry Management Association.
The full Terms and Conditions of Application under the Offers can be found on pages 62 to 66 of this document.
There is no minimum amount that must be raised in order for the Offers to proceed. The New Shares will rank pari passu with the existing Shares in issue in respect of dividends declared from the date of issue of the relevant New Shares.
| Maven VCT 1 | Maven VCT 3 | Maven VCT 4 | Maven VCT 5 | |
|---|---|---|---|---|
| Maximum amount to be raised | £12.5 million1 | £12.5 million1 | £12.5 million1 | £12.5 million1 |
| Maximum number of New Shares to be issued2 | 34,034,653 | 26,612,903 | 22,929,405 | 41,017,567 |
Including an over-allotment facility of up to £5 million, and excluding amounts to be paid to financial intermediaries as initial adviser fees.
Calculated on the assumption that: the maximum amount for each Offer is raised, including the full utilisation of the overallotment facility by each Maven VCT; all investors are eligible for the maximum amount of Early Investment Incentive; and that no initial execution-only commission or adviser fees are paid in connection with Applications under the relevant Offer. The number of New Shares to be issued in each case is based on the latest NAV per Share published by the relevant Maven VCT prior to the date of this document (being: 36.36p for Maven VCT 1, 46.50p for Maven VCT 3, 56.72p (adjusted to 53.97p for a subsequent dividend payment) for Maven VCT 4 and 30.17p for Maven VCT 5).
The allotment of New Shares by each of the Companies under its respective Offer is conditional upon the passing by its Shareholders of the resolutions to be proposed at its General Meeting to be held on 13 November 2025 (see paragraphs 7.1 to 7.4 on pages 47 to 49 of this document for further details of the resolutions to be proposed).
The expected total net proceeds of the Offers, to be received by each of the Maven VCTs, and the maximum expenses to be paid to the Manager, are set out below. These figures assume that: each Offer achieves the maximum subscription (including full utilisation of the relevant over-allotment facility); no applications are eligible for Early Investment Incentive discounts; and no initial adviser fees or execution-only commissions are paid in connection with Applications.
| Maven VCT 1 | Maven VCT 3 | Maven VCT 4 | Maven VCT 5 | |
|---|---|---|---|---|
| Total net proceeds | £12,187,500 | £12,187,500 | £12,187,500 | £12,187,500 |
| Total expenses | £312,500 | £312,500 | £312,500 | £312,500 |
The net proceeds of each Offer will be pooled with the existing cash resources of the relevant Maven VCT and utilised to make new and follow-on investments, subject to satisfying VCT rules and meeting annual running costs.
Valid Applications that are received (with cleared application monies) by 5pm on 6 February 2026 will be eligible for the following levels of Early Investment Incentive discount, which will reduce the applicable Offer Administration Fee and increase the number of New Shares to be allotted, in accordance with the Allotment Formula on page 42:
An investor who was not an Existing Shareholder (nor the spouse or partner of an Existing Shareholder) at 5pm on 2 October 2025, will be eligible to receive a discount equal to 1.25% of the Application Amount (which will reduce the applicable Offer Administration Fee from 2.5% to 1.25%).
An Existing Shareholder (or the spouse or partner of an Existing Shareholder) in any of the Maven VCTs or Renovar at 5pm on 2 October 2025, will be eligible to receive an enhanced rate of discount, equal to 1.5% of the Application Amount (which will reduce the applicable Offer Administration Fee from 2.5% to 1%).
The Allotment Formula below is used to determine the number of New Shares to be allotted in respect of an Application under each Offer. The Offer Administration Fee (reduced by any applicable Early Investment Incentive discount), as well as any relevant initial execution-only commission or adviser fee, is subtracted from the Application Amount, and the resulting figure is used to determine the number of New Shares to be issued at the most recently published NAV per Share:
| A | is the Application Amount (being the total amount provided with the Application and accepted under the relevant Offer, including any amount to be facilitated as an initial adviser fee2); |
|---|---|
| B | is the Offer Administration Fee (which is 2.5% of the Application Amount (A)), less any applicable Early Investment Incentive discount or amount as may otherwise be waived by Maven at its discretion; |
| C | if applicable, is either: |
| (i) any initial adviser fee that is to be facilitated to an adviser from the Application Amount (see page 44); |
|
| OR | |
| (ii) any initial commission that is to be paid to a financial intermediary (see page 44); and | |
| NAV per Share3 | is the most recently published NAV per Share of the relevant Maven VCT at the date of allotment, reduced to reflect any dividends declared after the NAV is published (being those dividends for which the record date has passed and which would, therefore, not be received in respect of New Shares). |
The number of New Shares to be allotted will be rounded down to the nearest whole number and fractions of New Shares will not be allotted.
As the number of New Shares allotted, in connection with an Application, varies according to whether any initial adviser fee or execution-only commission applies, the Offer Price (i.e. the price paid for each Share) is simply the Investment Amount (which is the Application Amount, less the amount of any initial adviser fee) divided by the number of New Shares to be issued. For the purposes of calculating the Offer Price, initial execution-only commission is not deducted from the Application Amount (as it is paid after investment), whereas initial adviser fees are deducted to calculate the Offer Price. Each Maven VCT will announce the number of New Shares issued and the range of Offer Prices by way of a Regulatory Information Service announcement following each allotment.
There are two types of costs in connection with an investment in New Shares in each Maven VCT, as detailed below. Maven undertakes a fair value assessment of the overall costs of investment in its VCT Offers, taking account of the services provided to investors, in order to ensure that, in line with the requirements of the FCA's Consumer Duty, the Offers deliver good outcomes.
An Offer Administration Fee will be applied to every Application, as noted in the Allotment Formula above. Where no Early Investment Incentive discount applies the fee will be 2.5%, but for valid Applications received by 5pm on 6 February 2026 that fee is reduced to 1.25% for new investors or 1% for Existing Shareholders in the Maven VCTs and Renovar. The fee is paid by the relevant Maven VCT to Maven, from the application monies provided with an Application. In return for this fee, Maven has agreed to meet all costs associated with each Offer, excluding any initial and trail commissions paid to financial intermediaries. Maven may further agree to waive any part of its Offer Administration Fee in respect of any specific investors or group of investors.
Where an Applicant has also agreed that an initial execution-only commission or initial adviser fee should be paid to their financial intermediary in connection with the Application (see page 44), that will also be applied as a deduction from the Application Amount, through the Allotment Formula, for the purposes of determining the number of New Shares to be issued to the Applicant, therefore reducing the amount available for investment in New Shares.
Each of the Maven VCTs has its own fee arrangements with the Manager for the provision of a wide range of investment management, company secretarial and fund administration services. These fees are paid by each VCT, and not charged directly to individual Shareholders, so their impact is reflected in the NAV Total Return performance and VCT costs reported to Shareholders. The three types of fee described in the table below relate to the following services provided by Maven to the VCTs:
The fee levels are summarised below, with further detail available in the annual reports published by each Maven VCT.
| Maven VCT 1 | Maven VCT 3 | Maven VCT 4 | Maven VCT 5 | |
|---|---|---|---|---|
| Investment management fee1 |
2.0% per annum. | 2.5% per annum. | 2.5% per annum. | 1.75% per annum. |
| Secretarial and administration fee2 |
£105,000 pa (this equates to 0.16% of NAV). |
£128,845 pa (this equates to 0.19% of NAV). |
£140,701 pa (this equates to 0.16% of NAV). |
£120,000 pa (this equates to 0.16% of NAV). |
| Performance incentive fee3 |
10% of the increase in the NAV total return subject to an annual 5% hurdle4. |
15% of any increase in the total return5. |
20% of any increase in the total return5. |
15% of net private equity realisations; and 7.5% of increase in value of quoted portfolio6. |
| Cap on running costs7 |
3.5% pa of average NAV. |
3.5% pa of average NAV. |
3.5% pa of NAV at each financial period end. |
3.0% pa of NAV. |
| Ongoing charges ratio (OCR)8 |
2.57% | 3.13% | 3.00% | 2.33% |
Of the net asset value of each VCT.
Subject to an annual adjustment to reflect movement in the UK Retail Price Index. % shown is based on the net asset value (NAV) as at the most recent interim or annual accounts.
Maven receives fees from Investee Companies for arranging transactions, monitoring business progress and providing non-executive directors for their boards. These fees are not paid directly by either Shareholders or the Maven VCTs.
An Applicant can indicate on the Application Form that an initial execution-only commission or adviser fee is to be paid to their financial intermediary in connection with the Application, which will be deducted from their Application monies by the Receiving Agent in accordance with the Allotment Formula on page 42:
An Applicant who receives advice from a financial adviser can agree that an initial adviser fee be facilitated by the Receiving Agent, from the application monies, and paid to the adviser (subject to a maximum of 4.5% of the Application Amount). Alternatively, the Applicant and their adviser can agree that any initial adviser fee will be paid directly (i.e. not facilitated from the application monies).
Initial tax relief is available on the net amount of application monies, after deduction of the initial adviser fee, so is not available on the adviser fee. The charging of VAT on an initial adviser fee is the sole responsibility of the financial adviser.
Regular adviser fees cannot be facilitated in connection with an Application under the Offers, and any such fees would need to be agreed separately between the adviser and the Applicant.
In respect of an Application submitted through a financial intermediary where no advice has been provided, the financial intermediary can receive initial commission of up to 3% of the Application Amount or can waive all or part of the initial commission for the benefit of the Applicant.
The financial intermediary will also normally be paid an annual trail commission of 0.5% of the Application Amount for up to four years, expected to be payable as at 31 December 2026, 2027, 2028 and 2029. Each payment is subject to the intermediary confirming in writing to Maven each year (by 30 November) that: the Applicant continues to be a client of the intermediary and to hold the New Shares; and the intermediary has not subsequently provided advice in respect of the shareholding (or any existing holding of the client in the Companies). If any of those confirmations cannot be provided, trail commission in respect of the client should cease, and either Maven or the relevant Maven VCT should be notified. Commissions will only be paid if, and to the extent that, they are permitted under UK law.
An initial adviser fee or execution-only commission can only be paid to an intermediary detailed in the Application Form, and will be paid by BACS bank transfer (to the bank account details provided by the intermediary in the Application Form) within five Business Days following an allotment. The intermediary will also receive a payment confirmation from the Receiving Agent detailing the related Applicants. It is recommended that the adviser firm provide an additional email address on the Application Form for any specific finance or accounts contact they wish to receive a copy of the relevant commission or fee statement (particularly if that contact does not have access to the main email address provided by the intermediary) as later requests to City Partnership for additional copies will incur an administration charge.
The Articles of each of the Companies state that at the fifth annual general meeting after the latest allotment of shares (and at every subsequent fifth annual general meeting thereafter) a resolution must be put to Shareholders to the effect that the Company continues in being as a VCT for a further five year period.
4.1 The following table shows the capitalisation of each Company as at the date stated below. With the exception of Maven VCT 1, the information in the table below is extracted from the relevant Company's most recently published half-yearly unaudited report. The information in relation to Maven VCT 1 is extracted from its most recently published audited annual report.
| Capital and reserves | Maven VCT 1 (29 February 2025) |
Maven VCT 3 (31 May 2025) |
Maven VCT 4 (30 June 2025) |
Maven VCT 5 (31 May 2025) |
|---|---|---|---|---|
| Called up share capital | £16,684,000 | £13,888,000 | £15,537,000 | £23,253,000 |
| Share premium account | £28,553,000 | £37,888,000 | £56,738,000 | £31,696,000 |
| Capital reserve – realised | £4,288,000 | £3,971,000 | £2,943,000 | £13,769,000 |
| Capital reserve – unrealised | £4,816,000 | £5,044,000 | £7,457,000 | £(154,000) |
| Special distributable reserve | £8,829,000 | £3,917,000 | £1,790,000 | £3,519,000 |
| Capital redemption reserve | £1,511,000 | £1,225,000 | £1,959,000 | £2,458,000 |
| Revenue reserve | £999,000 | £1,317,000 | £1,713,000 | £(1,371,000) |
| Totals: | £65,680,000 | £67,250,000 | £88,137,000 | £73,170,000 |
enlarged issued share capital of Maven VCT 5 and on that basis Maven VCT 5 Shareholders will, therefore, be diluted by approximately 15.04%. The latest published NAV per Maven VCT 5 Share (unaudited) prior to the date of this document was 30.17p (as at 31 August 2025).
| Maven VCT 1 | Maven VCT 3 | Maven VCT 4 | Maven VCT 5 | |
|---|---|---|---|---|
| ISIN number of New Shares: | GB0004122858 | GB0031153769 GB00B043QW84 | GB0002057536 |
allotted or Rights (as defined in the resolution referred to in paragraph 7.3.1 above) to be granted after such expiry and the Maven VCT 4 Directors shall be entitled to allot shares and grant Rights pursuant to any such offers or agreements as if the authority conferred by this resolution had not expired.
The New Shares to be issued by each of the Companies shall rank equally and pari passu with the existing Shares issued by that Company and shall have the following rights in relation to the Company which has issued them:
The City Code on Takeovers and Mergers (the City Code) applies to each Company. Under Rule 9 of the City Code, if:
10.1 The Manager is paid an investment management fee of 2.0% per annum of the net asset value of Maven VCT 1 at the previous quarter end, payable quarterly in arrears.
The base date for the valuation of the inherited private equity investments is set at 28 February 2011 and the value for these investments is subsequently recalculated as at 30 November each year from 2012 onwards. Such fees are exclusive of VAT (if any).
11.1 Bill Nixon is currently a member and Managing Partner of the Manager, and, therefore, has an interest in the arrangements referred to in paragraphs 10.1 to 10.12 above. Bill Nixon is also a non-executive director of Maven VCT 3 and Maven VCT 4, and as such there may be a potential conflict of interest between the duties owed to each of the Companies and to the Manager in relation to these arrangements (in particular, the fees payable to Maven in relation to the Offers).
12.1 As at 30 September 2025 (being the latest practical date prior to the publication of this document) the interests of the Maven VCT 1 Directors and their close associates (all of which are beneficial) in the share capital of Maven VCT 1 which (i) are or will be notified to Maven VCT 1 in accordance with rule 3 of the Disclosure Guidance and Transparency Rules (DTR 3) by each Maven VCT 1 Director; or (ii) are interests of a connected person (within the meaning in DTR 3) of a Maven VCT 1 Director which are or will be required to be disclosed under DTR 3 and the existence of which is known to or could with reasonable diligence be ascertained by that Director; are or are expected to be as follows:
| As at 30 September 2025 (being the latest practical date prior to the publication of this document) |
After the Maven VCT 1 Offer has closed* |
|||
|---|---|---|---|---|
| Maven VCT 1 Director | Number of Maven VCT 1 Shares |
Percentage of issued share capital held |
Number of Maven VCT 1 Shares |
Percentage of issued share capital held |
| John Pocock | 100,812 | 0.06% | 107,618 | 0.05% |
| Alison Fielding | 247,281 | 0.14% | 301,736 | 0.14% |
| Andrew Harrington | 233,197 | 0.13% | 260,424 | 0.12% |
| As at 30 September 2025 (being the latest practical date prior to the publication of this document) |
After the Maven VCT 1 Offer has closed* |
|||
|---|---|---|---|---|
| Name | Number of Maven VCT 1 Shares |
Percentage of issued share capital held |
Number of Maven VCT 1 Shares |
Percentage of issued share capital held |
| Hargreaves Lansdown (Nominees) Limited – HLNOM Account |
7,889,997 | 4.36% | 7,889,997 | 3.67% |
12.6 As at 30 September 2025 (being the latest practical date prior to the publication of this document) the interests of the Maven VCT 3 Directors and their close associates (all of which are beneficial) in the share capital of Maven VCT 3 which (i) are or will be notified to Maven VCT 3 in accordance with DTR 3 by each Maven VCT 3 Director; or (ii) are interests of a connected person (within the meaning in DTR 3) of a Maven VCT 3 Director which are or will be required to be disclosed under DTR 3 and the existence of which is known to or could with reasonable diligence be ascertained by that Director; are or are expected to be as follows:
| As at 30 September 2025 (being the latest practical date prior to the publication of this document) |
After the Maven VCT 3 Offer has closed* |
|||
|---|---|---|---|---|
| Maven VCT 3 Director | Number of Maven VCT 3 Shares |
Percentage of issued share capital held |
Number of Maven VCT 3 Shares |
Percentage of issued share capital held |
| Keith Pickering | 242,386 | 0.18% | 348,837 | 0.21% |
| David Allan | 65,023 | 0.05% | 65,023 | 0.04% |
| Bill Nixon | 1,416,989 | 1.03% | 1,842,795 | 1.12% |
| David Priseman | 39,445 | 0.03% | 50,090 | 0.03% |
*On the basis that each Director makes their committed minimum Subscription and a maximum of 26,612,903 New Shares are issued under the Maven VCT 3 Offer (on the assumption that the applicable NAV per Maven VCT 3 Share is 46.50p, the Maven VCT 3 Offer is fully subscribed with the over-allotment facility fully utilised, all investors are eligible for the maximum amount of Early Investment Incentive and that all investors use an execution-only intermediary with all initial commission being waived)
12.7 As at 30 September 2025 (being the latest practical date prior to the publication of this document) and after the Maven VCT 3 Offer has closed, Maven VCT 3 is aware of the following persons who hold or will hold, directly or indirectly, voting rights representing 3% or more of the issued share capital of Maven VCT 3 to which voting rights are attached (assuming that the Maven VCT 3 Offer is fully subscribed with the over‑allotment facility fully utilised):
| As at 30 September 2025 (being the latest practical date prior to the publication of this document) |
After the Maven VCT 3 Offer has closed* |
|||
|---|---|---|---|---|
| Name | Number of Maven VCT 3 Shares |
Percentage of issued share capital held |
Number of Maven VCT 3 Shares |
Percentage of issued share capital held |
| Hargreaves Lansdown (Nominees) Limited – HLNOM account |
6,707,388 | 4.85% | 6,707,388 | 4.07% |
*On the basis that a maximum of 26,612,903 New Shares will be issued under the Maven VCT 3 Offer and that the holder listed above does not subscribe for any New Shares under the Offer (applying the assumptions referred to in the notes to the table in paragraph 12.6 above).
12.11 As at 30 September 2025 (being the latest practical date prior to the publication of this document) the interests of the Maven VCT 4 Directors and their close associates (all of which are beneficial) in the share capital of Maven VCT 4 which (i) are or will be notified to Maven VCT 4 in accordance with DTR 3 by each Maven VCT 4 Director; or (ii) are interests of a connected person (within the meaning in DTR 3) of a Maven VCT 4 Director which are or will be required to be disclosed under DTR 3 and the existence of which is known to or could with reasonable diligence be ascertained by that Director; are or are expected to be as follows:
| As at 30 September 2025 (being the latest practical date prior to the publication of this document) |
After the Maven VCT 4 Offer has closed* |
|||
|---|---|---|---|---|
| Maven VCT 4 Director | Number of Maven VCT 4 Shares |
Percentage of issued share capital held |
Number of Maven VCT 4 Shares |
Percentage of issued share capital held |
| Fraser Gray | 175,078 | 0.11% | 184,249 | 0,10% |
| Daniel Bittner | – | – | – | – |
| Brian Colquhoun | 28,818 | 0.02% | 28,818 | 0.02% |
| Bill Nixon | 1,652,806 | 1.07% | 2,019,676 | 1.14% |
* On the basis that each Director makes their committed minimum Subscription and a maximum of 22,929,405 New Shares are issued under the Maven VCT 4 Offer (on the assumption that the applicable NAV per Maven VCT 4 Share is 53.97p (having been adjusted for a subsequent dividend payment), the Maven VCT 4 Offer is fully subscribed with the over-allotment facility fully utilised, all investors are eligible for the maximum amount of Early Investment Incentive and that all investors use an execution-only intermediary with all initial commission being waived)
12.12 As at 30 September 2025 (being the latest practical date prior to the publication of this document) and after the Maven VCT 4 Offer has closed, Maven VCT 4 is aware of the following persons who hold or will hold, directly or indirectly, voting rights representing 3% or more of the issued share capital of Maven VCT 4 to which voting rights are attached (assuming that the Maven VCT 4 Offer is fully subscribed with the over‑allotment facility fully utilised):
| As at 30 September 2025 (being the latest practical date prior to the publication of this document) |
After the Maven VCT 4 Offer has closed* |
|||
|---|---|---|---|---|
| Name | Number of Maven VCT 4 Shares |
Percentage of issued share capital held |
Number of Maven VCT 4 Shares |
Percentage of issued share capital held |
| Hargreaves Lansdown (Nominees) Limited – HLNOM account |
9,201,889 | 5.95% | 9,201,889 | 5.18% |
* On the basis that a maximum of 22,929,405 New Shares will be issued under the Maven VCT 4 Offer and that the holder listed above does not subscribe for any New Shares under the Offer (applying the assumptions referred to in the notes to the table in paragraph 12.11 above).
12.16 As at 30 September 2025 (being the latest practical date prior to the publication of this document) the interests of the Maven VCT 5 Directors and their close associates (all of which are beneficial) in the share capital of Maven VCT 5 which (i) are or will be notified to Maven VCT 5 in accordance with DTR 3 by each Maven VCT 5 Director; or (ii) are interests of a connected person (within the meaning in DTR 3) of a Maven VCT 5 Director which are or will be required to be disclosed under DTR 3 and the existence of which is known to or could with reasonable diligence be ascertained by that Director; are or are expected to be as follows:
| As at 30 September 2025 (being the latest practical date prior to the publication of this document) |
After the Maven VCT 5 Offer has closed* |
|||
|---|---|---|---|---|
| Maven VCT 5 Director | Number of Maven VCT 5 Shares |
Percentage of issued share capital held |
Number of Maven VCT 5 Shares |
Percentage of issued share capital held |
| Graham Miller | 141,601 | 0.06% | 174,415 | 0.06% |
| Brian Phillips | 72,500 | 0.03% | 105,314 | 0.03% |
| Jane Stewart | 92,269 | 0.04% | 108,676 | 0.05% |
* On the basis that each Director makes their committed minimum Subscription and a maximum of 41,017,567 New Shares are issued under the Maven VCT 5 Offer (on the assumption that the applicable NAV per Maven VCT 5 Share is 30.17p, the Maven VCT 5 Offer is fully subscribed, with the over-allotment facility fully utilised, all investors are eligible for the maximum amount of Early Investment Incentive and that all investors use an execution-only intermediary with all initial commission being waived)
12.17 As at 30 September 2025 (being the latest practical date prior to the publication of this document) and after the Maven VCT 5 Offer has closed, Maven VCT 5 is aware of the following persons who hold or will hold, directly or indirectly, voting rights representing 3% or more of the issued share capital of Maven VCT 5 to which voting rights are attached (assuming that the Maven VCT 5 Offer is fully subscribed with the over‑allotment facility fully utilised:
| As at 25 September 2025 (being the latest practical date prior to the publication of this document) |
After the Maven VCT 5 Offer has closed* |
|||
|---|---|---|---|---|
| Name | Number of Maven VCT 5 Shares |
Percentage of issued share capital held |
Number of Maven VCT 5 Shares |
Percentage of issued share capital held |
| Hargreaves Lansdown (Nominees) Limited – HLNOM Account |
11,863,118 | 5.12% | 11,863,118 | 4.35% |
Information in this document sourced from third parties has been identified as such by reference to its source, and such information has been accurately reproduced and, so far as the Companies are aware and are able to ascertain from information published by the relevant third parties, no facts have been omitted which would render such information inaccurate or misleading.
The results of the Offers will be announced through a Regulatory Information Service within three Business Days of the closing date 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.
No person receiving a copy of this document in any territory other than the UK may treat the same as constituting an offer or invitation unless, in such territory, such offer or invitation could lawfully be made. It is the responsibility of any person outside the UK wishing to make an application to satisfy themselves 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 this document in any jurisdiction outside the UK where such action is required to be taken. All Applicants under the Offers will be required to warrant that they are not a US person as defined under the United States Securities Act 1933, nor a resident of Canada.
No income from the Shares is withheld at source.
In this document, the following words and expressions have the following meanings:
| Admission | the respective dates on which the relevant New Shares are listed on the Official List and admitted to trading on the London Stock Exchange's main market for listed securities |
|---|---|
| AIM | the Alternative Investment Market of the London Stock Exchange |
| Allotment Formula | the formula, pursuant to which the number of New Shares to be allotted to an Applicant under the Offer(s) is calculated, as further detailed in PART 8 of this document |
| Applicant | a person who makes an Application for New Shares pursuant to the Offers |
| Application | a valid application for New Shares pursuant to an Offer |
| Application Amount | the amount remitted to the Companies with the investor's application, including any amount requested to be facilitated, as accepted under the Offers (and each an Application Amount) |
| Application Form | an application form for use in connection with the Offers, that is available from mavencp.com/vctoffer, or any revised or additional application form made available by one or more of the Companies |
| AQSE | the Aquis Stock Exchange, a Recognised Investment Exchange under the FSMA, and a Recognised Stock Exchange under S1005 (1)(b) Tax Act, operated by Aquis Exchange PLC |
| Articles | the articles of association of the relevant Maven VCT, as amended from time to time |
| Boards | the Boards of Directors of the Companies (and each a Board) |
| Business Days | any day (other than a Saturday) on which clearing banks are open for normal banking business in sterling |
| CA 2006 | the Companies Act 2006 (as amended) |
| CA 1985 | the Companies Act 1985 |
| Chairmen | the chairmen of the Companies (and each a Chairman) |
| Companies, the VCTs, or Maven VCTs |
Maven VCT 1, Maven VCT 3, Maven VCT 4 and Maven VCT 5 (and each a Company or a Maven VCT), and not including Renovar |
| Consumer Duty | the FCA's Consumer Duty rules and principles that came into force on 31 July 2023 |
| CREST | the computerised settlement system to facilitate the transfer of title to securities in uncertificated form operated by Euroclear UK & Ireland Limited |
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001/3755) |
| Directors | the directors of the Companies (and each a Director) |
| DIS | the dividend investment scheme of each Maven VCT |
| Early Investment Incentive | an early investment incentive discount in respect of valid Applications and cleared payments received by 5pm on 6 February 2026, of 1.5% in respect of Existing Shareholders (and their spouses or partners) and 1.25% in respect of New Investors |
| EU GDPR | The General Data Protection Regulation (EU) 2016/679 |
| EU MiFID II | Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (MiFID) and Regulation (EU) No 600/2014 of the European Parliament and the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (MiFIR), and together with MiFID, "MiFID II" |
| Existing Shareholders | the shareholders or beneficial holders of shares (and their spouses or partners) in any of the Maven VCTs or Renovar at 5pm on 2 October 2025 (and each an Existing Shareholder) |
|---|---|
| FCA | the Financial Conduct Authority |
| FSMA | the Financial Services and Markets Act 2000 (as amended) |
| General Meetings | Maven VCT 1 General Meeting, Maven VCT 3 General Meeting, Maven VCT 4 General Meeting and Maven VCT 5 General Meeting (and each a General Meeting) |
| HMRC | His Majesty's Revenue and Customs |
| Investee Company | a company that one or more of the Maven VCTs have invested in |
| Investment Amount | the amount of the investor's application accepted to be used to subscribe for New Shares (i.e. the Application Amount, less any amount of any initial adviser fee agreed to be facilitated in respect of an advised investor) |
| Knowledge Intensive Company |
a company satisfying the conditions in Section 331(A) of Part 6 of the Tax Act |
| Listing Rules | the Listing Rules issued by the FCA under section 73A of FSMA (as amended) |
| London Stock Exchange | London Stock Exchange plc |
| Maven or Manager | Maven Capital Partners UK LLP |
| 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 Shareholders | holders of Maven VCT 1 Shares (and each a Maven VCT 1 Shareholder) |
| Maven VCT 1 Shares | ordinary shares of 10p each in capital of Maven VCT 1 (and each a Maven VCT 1 Share) |
| Maven VCT 3 | Maven Income and Growth VCT 3 PLC |
| Maven VCT 3 Board | the board of directors of Maven VCT 3 |
| Maven VCT 3 Directors | the directors of Maven VCT 3 (and each a Maven VCT 3 Director) |
| Maven VCT 3 Offer | the offer for subscription of New Shares in Maven VCT 3 contained in the Prospectus |
| Maven VCT 3 Shareholders | holders of Maven VCT 3 Shares (and each a Maven VCT 3 Shareholder) |
| Maven VCT 3 Shares | ordinary shares of 10p each in capital of Maven VCT 3 (and each a Maven VCT 3 Share) |
| Maven VCT 4 | Maven Income and Growth VCT 4 PLC |
| Maven VCT 4 Board | the board of directors of Maven VCT 4 |
| Maven VCT 4 Directors | the directors of Maven VCT 4 (and each a Maven VCT 4 Director) |
| Maven VCT 4 Offer | the offer for subscription of New Shares in Maven VCT 4 contained in the Prospectus |
| Maven VCT 4 Shareholders | holders of Maven VCT 4 Shares (and each a Maven VCT 4 Shareholder) |
| Maven VCT 4 Shares | ordinary shares of 10p each in capital of Maven VCT 4 (and each a Maven VCT 4 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 Shareholders | holders of Maven VCT 5 Shares (and each a Maven VCT 5 Shareholder) |
| Maven VCT 5 Shares | ordinary shares of 10p each in capital of Maven VCT 5 (and each a Maven VCT 5 Share) |
|---|---|
| Money Laundering Regulations |
The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) |
| NAV per Share | the net asset value of a Share calculated in accordance with the relevant Company's accounting policies |
| NAV Total Return | the net asset value of a share together with dividends paid in respect of that share since inception |
| New Investors | new investors (who are not Existing Shareholders) who subscribe for New Shares pursuant to an Offer(s) (and each a New Investor) |
| New Shares | Maven VCT 1 Shares to be issued under the Maven VCT 1 Offer and/or Maven VCT 3 Shares to be issued under the Maven VCT 3 Offer, and/or Maven VCT 4 Shares to be issued under the Maven VCT 4 Offer, and/or Maven VCT 5 Shares to be issued under the Maven VCT 5 Offer as the context permits (and each a New Share) |
| Offers | the Maven VCT 1 Offer and/or the Maven VCT 3 Offer and/or the Maven VCT 4 Offer and/or the Maven VCT 5 Offer, as the context permits (and each an Offer) |
| Offer Administration Fee | the fee payable by the relevant Maven VCT to Maven (as promoter of the respective Offer) in relation to each Application, calculated as 2.5% of the relevant Application Amount (and reduced by any applicable Early Investment Incentive) |
| Offer Price | the subscription price of the New Shares under each Offer as calculated in accordance with the Allotment Formula |
| Official List | the official list of the FCA |
| Prospectus | this Securities Note, the Registration Document and the Summary |
| Prospectus Regulation Rules |
the Prospectus Regulation Rules of the FCA |
| Qualifying Company | an unquoted company (which for these purposes includes a company whose shares are admitted to trading on AIM or AQSE) which satisfies the requirements of Chapter 4 of Part 6 of the Tax Act |
| Qualifying Investors | an individual aged 18 or over who satisfies the conditions of eligibility for tax relief available to investors in a VCT (and each a Qualifying Investor) |
| Qualifying Investment | shares in, or securities of, a Qualifying Company held by a VCT which meet the requirements of Chapter 4 of Part 6 of the Tax Act |
| Registrar | The City Partnership (UK) Limited (City Partnership or City) |
| Receiving Agent | The City Partnership (UK) Limited (City Partnership or City) |
| Registration Document | the registration document issued by the Companies dated 2 October 2025 |
| Regulatory Information Service |
a regulatory information service approved by the FCA |
| Renovar | Maven Renovar VCT PLC (previously Amati AIM VCT plc) |
| Resolutions | the resolutions to be proposed at the General Meetings |
| Restricted Territories | Canada, Australia, Japan and South Africa (and each a Restricted Territory) |
| Risk Finance State Aid | State aid received by a company as defined in Section 280B (4) of the Tax Act |
| Securities Note | this document dated 2 October 2025 |
| Shareholders | holders of Shares in any one or more of the Companies (and each a Shareholder) |
| Shares | Maven VCT 1 Shares and/or Maven VCT 3 Shares and/or Maven VCT 4 Shares and/ or Maven VCT 5 Shares, as the context permits (and each a Share) |
| Subscriptions | Applications by Applicants pursuant to the Offers and made by completing Application Forms in accordance with the APPLICATION NOTES AND INSTRUCTIONS (and each a Subscription) |
|---|---|
| Summary | the summary issued by the Companies dated 2 October 2025 |
| Tax Act | the Income Tax Act 2007 (as a mended) |
| Terms and Conditions of Application |
the terms and conditions of the Offers, as set out at the end of this document |
| TCGA 1992 | Taxation of Chargeable Gains Act 1992 (as amended) |
| this document | the Securities Note, including the Terms and Conditions of Application |
| UK GDPR | the UK version of the EU GDPR which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 |
| UK MiFID Laws | (i) The Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (SI 2017/701), The Data Reporting Services Regulations 2017 (SI 2017/699) and the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2017 (SI 2017/488), and any other implementing measure which operated to transpose EU MiFID II in to UK law before 31 January 2020 (as amended and supplemented from time to time including by: (1) Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018; (2) The Financial Regulators' Powers (Technical Standards etc.) and Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2019 (SI 2019/576); (3) The Financial Services (Miscellaneous) (Amendment) (EU Exit) Regulations 2019); and (4) The Financial Services (Electronic Money, Payment Services and Miscellaneous Amendments) (EU Exit) Regulations 2019; and (ii) the UK version of Regulation (EU) No 600/2014 of the European Parliament, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by: (a) Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018; (b) The Financial Regulators' Powers (Technical Standards etc.) and Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2019 (SI 2019/576); (c) The Financial Services (Miscellaneous) (Amendment) (EU Exit) Regulations 2019; and (d) The Financial Services (Electronic Money, Payment Services and Miscellaneous Amendments) (EU Exit) Regulations 2019 |
| United States or US | 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 |
Save where the context otherwise requires, words and expressions defined in this document have the same meanings when used in the Terms and Conditions of Application, the Application Form and the Application Form instructions.
Company is accepted and subject to paragraph 12 below) obtained by applying the Allotment Formula. The Offer Price per New Share will be determined by dividing the Investment Amount (i.e. the Application Amount net of any amount agreed to be facilitated in respect of an initial adviser fee) by the number of New Shares to be issued;
in respect of that Shareholding. Trail commission payments should cease if the financial intermediary subsequently gives advice in respect of a holding, or the Shareholder disposes of all or part of such holding, or ceases to be a client of the intermediary.
Set out below are some key stages in the Shareholder journey for an investor in the Maven VCTs, from the point of considering the investment and throughout the holding period. Further information is provided in this Securities Note and in information provided by the Registrar City Partnership.

Read the VCT Offers prospectus relating to the New Shares, including the Risk Factors on pages 3 to 4, and the Key Information Documents (KID) for the relevant Maven VCTs.
You can quickly and conveniently submit your application online, or by posting or emailing the form. The Receiving Agent will let you know when your application and funds have been processed, and provide details of how you can track your application status. See page 6 for more detail.
Each Maven VCT will issue New Shares on the allotment dates which optimise the deployment of funds raised and ensure that the VCT's qualifying status is always maintained, which can be a few months after an application is received. You will then be sent an income tax relief certificate (ITRC), or instructions on how to download it, and your share certificate will be posted to you (or your CREST account credited). See page 7 for more detail.
Once you have your ITRC you can use it to claim any applicable initial tax relief, by either writing to HMRC to request a PAYE tax coding adjustment or by claiming through your self-assessment tax return (based on Maven's current understanding of HMRC processes).

The Maven VCTs will email or write to you to let you know that their annual and interim reports have been published online, as well as with information about Share issues and how to vote at shareholder meetings. You can also register for access to the Registrar's online Investor Hub to view your shareholdings, including indicative valuations, share certificate details and dividends. The Maven website is also regularly updated with information relating to the VCTs, and you can choose to receive Maven's twice-yearly Shareholder newsletter, as well as other related information such as VCT portfolio news. See page 37 for more detail.

You can choose to have any tax free dividends paid into your bank account or by cheque, or you can elect to join the Dividend Investment Scheme which uses your dividends to buy more new Shares which should qualify for initial tax relief. See page 36 for more detail.
VCT shares can be sold on the open (or 'secondary') market like other shares, through a stockbroker or a share dealing account. As the VCT market is often illiquid, meaning there may not be an available buyer at a given time and the shares may be valued at a discount to NAV per share, each Maven VCT operates a buy-back policy allowing it to periodically buy back shares (shares are not sold directly to the VCT or Maven, and are sold through the shareholder's broker who should contact the Broker to the Maven VCTs – see page 36 for more detail). Investors should note that the sale of New Shares within five years of their issue will require the repayment of some or all of any initial income tax relief obtained on the investment.
The Maven VCTs have in place measures to ensure that any personal details obtained from Shareholders and Applicants for New Shares are processed and maintained in accordance with accepted principles of good information handling and in accordance with the UK GDPR.
Information collected on the Application Form, which includes your personal details, bank account details and, where relevant, identity details and details of your financial adviser, will be used to process your application. Where this is accepted, the information provided will be used to allot shares and to issue a share certificate, as well as to update your financial intermediary, where you have one.
If shares are allotted to you, the Registrar will retain share registers on behalf of the Maven VCTs as is required by law. These registers will contain your personal and contact details and information about your shareholding. Further, to the extent that it is required by law, your information will be used to send you routine Shareholder communications (including the issue of Annual or Interim Reports and shareholding meeting details, or notifications of their publication). Where you have indicated that you are happy for Maven to send you information about its other VCTs or other of its investment products and services, the Maven VCTs will share your information with Maven so that it can contact you for these purposes.
The Maven VCTs will need to share your information with third parties that provide services to shareholders on their behalf, for example, the Registrar, companies that manage shareholder mailings and Maven (where it also acts as the Secretary). The Companies will also disclose your information to a regulator where required to do so, for example HMRC or the Financial Conduct Authority. In each of these cases, your information is only shared as strictly necessary to provide you with legally required shareholder services and to meet the legal obligations of the Companies. These third parties may also need to share your information with other third parties. For example, the Registrar may need to share your information with third parties to protect against fraud and reduce payment risks, and with credit reference agencies to check your identity and to make other financial crime checks. Where you
apply through a financial intermediary, your information may also be shared with LightTower Partners (a third party that contracts with Maven to provide product distribution services) if your intermediary is introduced to Maven by LightTower, in order to assist with the processing of your Application.
For the purposes of processing and reporting on your application until the shares are allotted, the Companies will provide information (including acknowledgement of applications and notifications of allotment) to any associated network or third party administration provider whose details your intermediary has provided in the Application Form and for which you provide consent when signing your Application.
Other than as detailed above, the Companies do not sell or share your personal information and/or data to third parties for third party direct marketing purposes. We will also not share your information outside of the UK.
The Companies, or the Receiving Agent and Registrar on their behalf, will retain the following:
You have rights in relation to our use of your information as follows:
If you have any questions about the use of your information, or wish to exercise any of the above rights, please contact the Maven VCTs, c/o the Compliance Partner at: Maven Capital Partners UK LLP, Kintyre House, 205 West George Street, Glasgow, G2 2LW; [email protected]; or 0141 306 7400. You also have the right to complain to the Information Commissioners Office if you think there is a problem with how your personal data is being handled (www.ico.org.uk/concerns/handling; 0303 123 1113).
(Registered No. 03908220) mavencp.com/migvct
John David William Pocock (Chairman) Alison Margaret Fielding Andrew Philip Harrington
(Registered No. 04283350) mavencp.com/migvct3
Keith Andrew Pickering (Chairman) David Stewart Allan William (Bill) Robert Nixon David Graham Priseman
(Registered No. SC272568) mavencp.com/migvct4
Fraser James Gray (Chairman) Daniel Bittner Brian Robert Alexander Colquhoun William (Bill) Robert Nixon
(Registered No. 04084875) mavencp.com/migvct5
Graham Scott Miller (Chairman) Brian George Phillips Jane Claire Stewart
MAVEN INCOME AND GROWTH VCT PLC, MAVEN INCOME AND GROWTH VCT 3 PLC, and MAVEN INCOME AND GROWTH VCT 5 PLC 6th Floor, Saddlers House 44 Gutter Lane London EC2V 6BR
Kintyre House 205 West George Street Glasgow G2 2LW
Maven Capital Partners UK LLP
Registered Office: 1 New Walk Place Leicester LE1 6RU
Correspondence Address: Kintyre House 205 West George Street Glasgow G2 2LW
Howard Kennedy Corporate Services LLP No. 1 London Bridge London SE1 9BG
Howard Kennedy LLP No. 1 London Bridge London SE1 9BG
Johnston Carmichael LLP 7‑11 Melville Street Edinburgh EH3 7PE
The City Partnership (UK) Limited The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH
Email: [email protected] Telephone: 01484 240 910
Online Investor Hub at maven‑cp.cityhub.uk.com/login where Shareholders can register to access their shareholding (see page 37 for more detail).
Philip Hare & Associates LLP Bridge House 181 Queen Victoria Street London EC4V 4EG
Shore Capital Stockbrokers Limited Telephone: 020 7647 8132
Maven Capital Partners UK LLP (a subsidiary of Mattioli Woods Limited) Authorised and regulated by the Financial Conduct Authority
Maven Capital Partners Kintyre House 205 West George Street Glasgow G2 2LW
MAVEN-CP 0141 306 7400 | mavencp.com |


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