REG - Maven IncGwth VCT 3 - Annual Financial Report
15/03/2024 17:30
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RNS Number : 1216H Maven Income and Growth VCT 3 PLC 15 March 2024
Maven Income and Growth VCT 3 PLC
Final results for the year ended 30 November 2023
The Directors report the Company's financial results for the year ended 30
November 2023.
Highlights
• NAV total return at the year end of 150.05p per share (2022:
152.49p)
• NAV at the year end of 52.48p per share (2022: 57.32p)
• Final dividend of 2.15p per share proposed for payment in May 2024
• Offer for Subscription closed in May 2023, raising a total of £6.75
million
• New Offer for Subscription launched in October 2023
Strategic Report
Chairman's Statement
On behalf of your Board, I am pleased to present the 2023 Annual Report.
Whilst this has been a challenging year for the UK economy, it is encouraging
to report on the strategic progress that your Company has achieved. Although
there has been a modest reduction in NAV total return, this largely reflects
market dynamics where valuations across all sectors have rebased in response
to the unsettled economic conditions. AIM has been particularly affected, as
investors have exercised caution towards smaller listed growth companies
which, in some instances, has resulted in further share price weakness, often
despite company specific announcements or newsflow. Within the unlisted
portfolio, most of the earlier stage companies have continued to deliver
revenue growth and achieve commercial milestones which, in certain cases, has
merited uplifts to valuations. The impact of this positive progress has,
however, been tempered by the general reduction in valuation multiples.
Notwithstanding the economic conditions, it is encouraging to note that there
has been further expansion of the portfolio this year, with investments
completed in six private companies that operate across a range of dynamic and
emerging markets, helping to broaden the sectoral exposure across the
portfolio. Your Board remains committed to making regular Shareholder
distributions and is pleased to propose a final dividend of 2.15p per share
for payment in May 2024.
Overview
Throughout the year, the economic outlook was dominated by persistently high
inflation and rising interest rates, which has impacted consumer and business
confidence. Against this backdrop, your Company has delivered a resilient
performance, which helps to demonstrate the strength of the investment
strategy. For a number of years, your Company has been carefully building a
large and diverse portfolio, which includes an increasing number of earlier
stage companies with high growth potential. During the year, many of these
businesses have continued to achieve commercial objectives and deliver
meaningful revenue growth. As the portfolio evolves, it is becoming evident
that there are a number of high performing companies that have the capability
of delivering superior returns at the point of exit. Given the progress
achieved the valuations of certain holdings have been uplifted, however, the
impact of the movement has been moderated by the reduction in valuation
multiples across public and private markets. Consistent with the higher risk
profile of an earlier stage portfolio, there are also a small number of
companies that have experienced challenges, largely in response to the
conditions in the wider market and where the business plan has not been
achieved. In these cases, valuations have been reduced accordingly.
As previously noted, the performance of AIM has been adversely impacted by the
uncertain conditions in the wider economy, which has resulted in investors
remaining cautious towards the junior stock market. Activity on AIM has also
been subdued with the market experiencing its quietest year for new Initial
Public Offerings (IPOs) in over 20 years, as those companies with cash
reserves have opted to delay fund raising activities until market conditions
and valuations stabilise. During the year, the FTSE AIM All-Share Index
recorded a 16% reduction in value, compared to a 22% reduction in the value of
your Company's AIM quoted portfolio. Despite recent performance, selective
exposure to AIM will continue to form part of the investment approach, as the
Directors believe that a large and well diversified portfolio of private
equity and AIM quoted holdings provides the optimal structure for delivering
consistent returns over the longer term. It is, however, likely that there
will continue to be limited new AIM investment activity until there is
demonstrable evidence of a sustained recovery in this market.
The Directors are encouraged by the rate of new investment that has been
achieved during the year. After a slower first half it is pleasing to report
that six private companies were added to the portfolio, with two further
investments completed post the period end. Throughout the year, the Manager
has continued to see good demand for growth capital from a wide range of
entrepreneurial and ambitious SMEs operating across the UK. This highlights
the benefits of the Manager's regional model, which enables its investment
team to develop strong relationships within their local corporate finance
communities and ensures introductions to a wide pool of emerging companies.
The ability to provide follow-on funding remains a key part of the investment
strategy as it allows your Company to progressively support growth or to fund
a specific initiative, such as entering a new geographic region or launching a
new product, that will ultimately help a business achieve scale and maximise
value. Your Company is well positioned to continue to follow its investment
strategy in the year ahead.
In October 2023, the Board was pleased to launch a new Offer for Subscription,
alongside Offers by the other Maven managed VCTs. Your Company has a target
raise of £5 million, with the ability to utilise an over-allotment facility
of up to a further £2.5 million, and as at the date of this Annual Report,
£3.11 million has been raised. The Directors would like to remind
Shareholders that the Offers close to new applications on 5 April 2024 for the
2023/24 tax year and on 26 April 2024 for the 2024/25 tax year, unless fully
subscribed ahead of these dates. Information about the Offers, including the
Securities Note and Application Form, can be found at: mavencp.com/vctoffer
(https://www.mavencp.com/investment-opportunities/venture-capital-trusts/current-vct-offers)
. With respect to the current Offer and future fund raisings, the Board and
the Manager welcomed the announcement by the UK Government in November 2023
that tax relief for the VCT and EIS schemes will continue until 2035. The news
that the "sunset clause" will be extended provides greater clarity to
Shareholders and, importantly, reassures ambitious and entrepreneurial smaller
UK companies that access to VCT growth capital will be available for the
foreseeable future.
The Investment Manager's Review contains further details of the key
developments across the portfolio and can be found in the Annual Report. The
principal Key Performance Indicators (KPIs) are outlined in the Business
Report, and a summary of the Alternative Performance Measures (APMs) is
included in the Financial Highlights, with definitions of key terms contained
in the Glossary, available in the Annual Report.
Treasury Management
During the year, a key area of focus has been the refinement of your Company's
treasury management strategy, where the objective remains to generate income
from cash held prior to investment in VCT qualifying companies, whilst meeting
the requirements of the Nature of Income condition. This is a mandatory part
of the VCT legislation, where not less than 70% of a VCT's income must be
derived from shares or securities. To fulfill this condition, the Board had
previously approved the construction of a diversified portfolio of permitted,
non-qualifying holdings in carefully selected investment trusts with strong
fundamentals and attractive income characteristics, with the remaining cash
held on deposit across four Tier 1 UK banks. Given the rise in interest rates
during the year, the Board and the Manager have revised this approach and
adjusted the composition of this portfolio, whilst ensuring that your Company
maintains appropriate levels of cash for new investment at all times. In this
regard, the Board has approved a revised strategy, focused on constructing a
portfolio of leading money market funds and investment trusts that will allow
your Company to maximise the income receivable on monies held prior to
deployment in VCT qualifying investments, whilst also ensuring compliance with
the Nature of Income condition. The investments within this portfolio have
been selected following a whole of market review by the Manager and approved
by the Company's VCT adviser, and further details can be found in the
Investments table in the Annual Report. This strategy provides your Company
with a significant new stream of income, with a blended annualised yield in
excess of 3.3% currently being achieved from the portfolio of treasury
management investments and cash. Shareholders should, however, note that this
portfolio will vary in size depending on the rate of VCT qualifying
investment, investee company realisations and overall liquidity levels.
Dividend Policy
Decisions on distributions take into consideration a number of factors,
including the realisation of capital gains, the adequacy of distributable
reserves, the availability of surplus revenue and the VCT qualifying level,
all of which are kept under close and regular review. The Board and the
Manager recognise the importance of tax free distributions to Shareholders
and, subject to the considerations outlined above, will seek, as a guide, to
pay an annual dividend that represents 5% of the NAV per share at the
immediately preceding year end.
The Directors would like to remind Shareholders that, as the portfolio
continues to expand and the proportion of holdings in growth focused younger
companies increases, the timing of distributions will be more closely linked
to realisation activity, whilst also reflecting the Company's requirement to
maintain its VCT qualifying level.
Proposed Final Dividend
In keeping with the wider market, this has been a quiet year for exits. The
Directors are, however, proposing that a final dividend of 2.15p per Ordinary
Share, in respect of the year ended 30 November 2023, be paid on 3 May 2024 to
Shareholders who are on the register at 22 March 2024. This will bring the
annual dividend to 2.65p per Ordinary Share, representing a yield of 4.62%
based on the NAV at the immediately preceding year end. Since the Company's
launch, and after receipt of the proposed final dividend, a total of 99.72p
per Ordinary Share will have been paid in tax free distributions.
Dividend Investment Scheme (DIS)
Your Company operates a DIS, through which Shareholders can, at any time,
elect to have their dividend payments utilised to subscribe for new Ordinary
Shares issued by the Company under the standing authority requested from
Shareholders at Annual General Meetings. Ordinary Shares issued under the DIS
should qualify for VCT tax relief applicable for the tax year in which they
are allotted, subject to an individual Shareholder's particular circumstances.
Shareholders can elect to participate in the DIS, in respect of future
dividends, by completing a DIS mandate form. In order for the DIS to apply to
the 2023 final dividend, the mandate form must be received by the Registrar
(The City Partnership) before 12 April 2024, this being the relevant dividend
election date. The mandate form, terms & conditions and full details of
the scheme (including tax considerations) are available from the Company's
webpage at: mavencp.com/migvct3
(https://www.mavencp.com/investment-opportunities/venture-capital-trusts/maven-income-and-growth-vct-3)
. Election to participate in the DIS can also be made through the Registrar's
online investor hub at: maven-cp.cityhub.uk.com/login
(https://maven-cp.cityhub.uk.com/login) .
If a Shareholder is in any doubt about the merits of participating in the DIS,
or their own tax status, they should seek advice from a suitably qualified
adviser.
Fund Raising
In May 2023, your Company closed an Offer for Subscription having raised
£6.75 million across the 2022/23 and 2023/24 tax years. All shares in respect
of this Offer have been allotted and further details regarding the new
Ordinary Shares issued can be found in Note 12 to the Financial Statements in
the Annual Report.
On 13 October 2023, your Company launched a new Offer for Subscription,
alongside Offers by the other three Maven managed VCTs, with a target raise of
£5 million and the ability to utilise an over-allotment facility of up to a
further £2.5 million. The first allotment of new Ordinary Shares for the
2023/24 tax year completed on 19 December 2023, with a further allotment
taking place on 8 February 2024. Applications for the 2023/24 tax year will
close on 5 April 2024 and the final allotment for this tax year will complete
that day. Applications for the 2024/25 tax year will close on 26 April 2024,
unless fully subscribed ahead of this date, and it is intended that shares for
the 2024/25 tax year will be allotted in early May 2024.
The Directors are confident that Maven's regional office network has the
capability to continue to source attractive investment opportunities in VCT
qualifying companies across a range of sectors, and that the additional
liquidity provided by the fundraising will facilitate further expansion and
development of the portfolio in line with the investment strategy. In
addition, the funds raised will allow your Company to maintain its share
buy-back policy, whilst also spreading costs over a wider asset base, with the
objective of maintaining a competitive ongoing charges ratio for the benefit
of all Shareholders.
Share Buy-backs
The Directors acknowledge the need to maintain an orderly market in the
Company's shares and have, therefore, delegated authority to the Manager to
enable the Company to buy back its own shares in the secondary market for
cancellation or to be held in treasury, subject always to such transactions
being in the best interests of Shareholders.
It is intended that the Company will seek to buy back shares with a view to
maintaining a share price that is at a discount of approximately 5% to the
latest published NAV per share. Any purchase of the Company's own shares will
be subject to various factors including market conditions, available liquidity
and the maintenance of the VCT qualifying status. It should, however, be noted
that such transactions are prohibited whilst the Company is in a closed
period, which is the time from the end of a reporting period until the
announcement of the relevant results, or the release of an unaudited NAV.
Additionally, a closed period may be introduced if the Directors and Manager
are in possession of price sensitive information.
Shareholders should note that neither the Company nor the Manager can execute
a transaction in the Company's shares. Any instruction to buy or sell shares
on the secondary market must be directed through a stockbroker. If a
Shareholder wishes to buy or sell shares on the secondary market, they, or
their broker, can contact the Company's corporate broker, Shore Capital
Stockbrokers on 020 7647 8132, to discuss a transaction.
VCT Regulatory Developments
During the period under review, there were no further amendments to the rules
governing VCTs, and your Company remains fully compliant with the complex
conditions and requirements as set out by HMRC.
Shareholders may recall that under the VCT scheme approved by the European
Commission in 2015, a "sunset clause" was introduced, which stated that income
tax relief would no longer be available on subscriptions for new shares in
VCTs made on or after 6 April 2025, unless the legislation was renewed by an
HM Treasury Order. In the Autumn Statement 2022, the Chancellor announced that
the "sunset clause" would be extended, and during the year there was a
significant amount of debate regarding the mechanism required to achieve this.
The Board and the Manager were reassured by the announcement in the Autumn
Statement 2023 that the "sunset clause" would be extended until April 2035,
with relevant legislation to be announced in due course.
Valuation Methodology
Consistent with industry best practice, the Board and the Manager continue to
apply the International Private Equity and Venture Capital Valuation (IPEV)
Guidelines as the central methodology for all private company valuations. The
IPEV Guidelines are the prevailing framework for fair value assessment in the
private equity and venture capital industry. The most recent update (December
2022) incorporates the special guidance, issued post Covid and following the
invasion of Ukraine, which expands on the concept of and impact on valuations
of distressed markets, as well as looking at how environmental, social and
governance (ESG) factors impact valuations. The Directors and the Manager
continue to follow industry guidelines and adhere to the IPEV Guidelines in
all private company valuations. In accordance with normal market practice,
investments quoted on AIM, or another recognised stock exchange, are valued at
their closing bid price at the period end. Further details on your Company's
approach to valuing portfolio companies can be found in Note 1 to the
Financial Statements in the Annual Report.
The Consumer Duty
In July 2023, the FCA's new Consumer Duty came into effect. This is an
enhancement to the existing concept of "treating customers fairly" and
requires firms that are subject to the new rules to ensure that they are
acting to deliver good outcomes for retail consumers and that their
strategies, governance, leadership and policies all reflect this. Although the
Consumer Duty does not apply directly to your Company, the Manager, as an FCA
authorised firm, is within its scope. During the year the Manager has been
providing the Directors with regular updates on the work that has been
undertaken to ensure that good outcomes are being delivered for Shareholders,
and will continue to report to the Board on Consumer Duty related activities
and ongoing obligations.
Environmental, Social and Governance (ESG) Considerations
The Board acknowledges the importance of ESG principles and considers that
portfolio companies with ESG aims integrated into their business models are
likely to benefit both society and Shareholders. Whilst your Company does not
have any specific ESG targets and Maven does not manage any funds with defined
ESG criteria, the Board and the Manager believe that a proactive approach to
ESG is a driver to value creation, and can help the long term growth and
sustainability of these businesses.
During the year, the Manager has made encouraging progress in this evolving
area and has established an ESG and Responsible Investment Policy, which is a
best practice approach that is being applied across all portfolio companies.
Alongside this, the Manager has developed a robust framework for assessing and
promoting ESG aims across the portfolio by actively engaging with portfolio
companies and taking into consideration material issues at the investment
stage and, thereafter, monitoring progress throughout the period of
investment.
In May 2021, the Manager became a signatory to the internationally recognised
Principles for Responsible Investment (PRI), demonstrating its commitment to
include ESG as an integral part of its investment decision making and
ownership, with the first report submitted in September 2023. Additionally in
the past year, the Manager has actively participated in various initiatives
dedicated to enhancing diversity and is also a signatory to the Investing in
Women Code, which aims to improve and increase opportunities for female
entrepreneurs.
The ESG regulatory landscape is continually evolving, and the Manager provides
the Board with regular updates on the latest developments. A key regulation,
which is prominent within the asset management sector, is the Task Force on
Climate-related Financial Disclosures (TCFD). Although neither the Company nor
the Manager are currently required to disclose climate-related financial
information in line with the TCFD, they recognise the significance and
importance of the TCFD recommendations in providing a foundation to improve
investors' ability to appropriately assess climate-related risks and
opportunities. Reporting in line with TCFD is, therefore, an objective of the
Manager as part of its approach to ESG. Alongside this, the Manager reviews
and actively engages with new ESG regulations to understand any forthcoming
responsibilities, and will continue to update the Board on any requirements
that are material to your Company.
Constitution of the Board
Shareholders will be aware of my decision to step down as Chairman and
Non-executive Director of your Company at the conclusion of the 2024 Annual
General Meeting (AGM), having served on the Board for ten years.
As announced on 5 December 2023, I am pleased to welcome David Priseman to the
Board as a Non-executive Director with effect from 1 February 2024. David has
over thirty five years' experience working for major banks and private equity
houses as well as advising entrepreneurs. He has served on boards in a variety
of sectors including care, aviation, software and agriculture. Further details
can be found in the Your Board section within the Annual report. David will
stand for election at the 2024 AGM.
Following discussion and agreement by the Nomination Committee, the Board has
unanimously agreed that Keith Pickering will succeed me in the role of
Chairman. Keith was appointed to the Board in 2015 and has been Chair of the
Audit & Risk and Management Engagement Committees since 2016. Following
Keith's appointment as Chairman, the Board has agreed that David Priseman will
become Chair of the Audit & Risk Committee.
I would like to take this opportunity to thank my fellow Directors for the
support that they have given me during my tenure, and wish Keith, the rest of
the Board and your Company every success in the future.
Annual General Meeting (AGM)
The 2024 AGM will be held on 2 May 2024 in Maven's new London office, 6th
Floor, Saddlers House, 44 Gutter Lane, London EC2V 6BR. The AGM will commence
at 11:30am and the Notice of Annual General Meeting can be found in the Annual
Report.
The Future
After a quieter period in the first half of the year, the Directors are
encouraged to note that the increased level of activity experienced through
the second half has continued into the new year. In line with an improving
economic outlook, several companies within the portfolio are attracting
acquisition interest from a range of trade and private equity buyers. In the
year ahead, your Company's strategy remains focused on maintaining a healthy
rate of new investment and securing profitable exits in support of the target
dividend policy.
Atul Devani
Chairman
15 March 2024
Business Report
This Business Report is intended to provide an overview of the strategy and
business model of the Company, as well as the key measures used by the
Directors in overseeing its management. The Company is a VCT and invests in
accordance with the investment objective set out below.
Investment Objective
The Company aims to achieve long-term capital appreciation and generate income
for Shareholders.
Business Model and Investment Policy
Under an investment policy approved by the Directors, the Company intends to
achieve its objective by:
• investing the majority of its funds in a diversified portfolio of
shares and securities in smaller, unquoted UK companies and AIM quoted
companies that meet the criteria for VCT qualifying investments and have
strong growth potential;
• investing no more than £1.25 million in any company in one year
and no more than 15% of the Company's assets by cost in one business at any
time; and
• borrowing up to 15% of net asset value, if required and only on a
selective basis, in pursuit of its investment strategy. The Board has no
intention of approving any borrowing at this time.
Principal and Emerging Risks and Uncertainties
The Board and the Audit & Risk Committee have an ongoing process for
identifying, evaluating and monitoring the principal and emerging risks and
uncertainties facing the Company. The risk register and risk dashboard form
key parts of the Company's risk management framework used to carry out a
robust assessment of the risks, including a significant focus on the controls
in place to mitigate them.
The principal and emerging risks and uncertainties facing the Company are
considered to be as follows:
Principal Risk Root Cause Control Measure
Investment risk · Majority of investments are in small and medium sized unquoted UK · The Company appoints an FCA authorised investment manager with the
companies and AIM quoted companies, which carry a higher level of risk and appropriate skills, experience and resources required to achieve the
lower liquidity relative to investments in large quoted companies. Investment Objective.
· The Board ensures that a robust and structured selection, monitoring
and realisation process is applied by the Manager and regularly reviews the
investment portfolio with the Manager.
· The Company's investment portfolio is diversified across a large
number of companies and a range of economic sectors, and is actively and
closely monitored.
Operational risk · Heightened cyber security risk and potential IT failure, which could · The Board closely monitors the systems and controls in place to
cause a third party to fail to perform its duties and responsibilities or prevent or mitigate against a systems or data security failure.
experience financial difficulties such that it is unable to carry on trading
and cannot provide services to the Company.
· The Board reviews control and compliance reports from the Manager,
which includes oversight of third party cyber security arrangements, to ensure
these adequately address systems and data security risks.
· Ability of third parties to operate effective business continuity
plan (BCP) arrangements has been validated.
VCT Qualifying Status risk · Failure to meet VCT qualifying status could result in Shareholders · The Board works closely with the Manager to ensure compliance with
losing the income tax relief on initial investment and loss of tax relief on all applicable and upcoming legislation, such that VCT qualifying status is
any tax free income or capital gains received. Failure to meet the qualifying maintained.
requirement could result in a loss of listing of the shares.
· Further information on the management of this risk is detailed under
other headings in the Business Report in the Annual Report.
Legislative and Regulatory risk · Breaches of regulations including, but not limited to, the Companies · The Board strives to maintain a good understanding of the changing
Act 2006, the FCA Listing Rules, the FCA Disclosure Guidance and Transparency regulatory agenda and consider emerging issues so that appropriate changes can
Rules, the General Data Protection Regulation (GDPR), or the Alternative be developed and implemented in good time.
Investment Fund Managers Directive (AIFMD) by the Company could lead to a
number of detrimental outcomes and reputational damage.
· The Board and the Manager continue to make representations where
appropriate, either directly or through relevant industry bodies such as the
AIC, the British Private Equity and Venture Capital Association (BVCA) and the
Venture Capital Trust Association (VCTA) in relation to any changes in
legislation.
Emerging Risk Root Cause Control Measure
Inflationary pressures/ · Inflationary pressures, supply chain issues and access to skilled · The Board regularly reviews the investment portfolio with the
workforce disrupting business plans and creating challenges for SMEs within Manager, and the Manager works closely with portfolio companies to identify
cost of living crisis the portfolio. and support them in the management of economic challenges.
· Cost of living crisis resulting in rising costs within the portfolio · The Board and the Manager are monitoring this risk closely and,
including, but not limited to, the cost of supplies, employee wages and whilst this risk cannot be obviated entirely, the Company's investment
utilities. portfolio is diversified across a large number of investee companies and a
range of economic sectors, and progress is actively and closely monitored.
An explanation of certain economic and financial risks and how they are
managed can be found in Note 16 to the Financial Statements in the Annual
Report.
Statement of Compliance with Investment Policy
The Company is adhering to its stated investment policy and managing the risks
arising from it. This can be seen in various tables and charts throughout the
Annual Report, from information provided in the Chairman's Statement and in
the Investment Manager's Review. A review of the Company's business, its
position as at 30 November 2023 and its performance during the year then ended
is included in the Chairman's Statement, which also includes an overview of
the Company's business model and strategy.
The management of the investment portfolio has been delegated to Maven, which
also provides company secretarial, administrative and financial management
services to the Company. The Board is satisfied with the breadth and depth of
the Manager's resources and its nationwide network of offices, which supply
new deals and enable it to monitor the geographically widespread portfolio of
companies effectively.
The Investment Portfolio Summary in the Annual Report discloses the
investments in the portfolio and the degree of co-investment with other
clients of the Manager. The Portfolio Analysis charts in the Annual Report
show the profile of the portfolio by industry sector. They help to show the
sectoral diversity of the portfolio and the hybrid structure which is balanced
between private growth capital companies, more mature private company
holdings, and AIM quoted investments. The level of qualifying investments is
monitored continually by the Manager and reported to the Audit & Risk
Committee quarterly, or as otherwise required.
Key Performance Indicators (KPIs)
During the year, the net return on ordinary activities before taxation was a
deficit of £2,815,000 (2022: a surplus of £456,000), the loss on investments
was £1,985,000 (2022: gain of £626,000) and earnings per share were a
deficit of 2.51p (2022: 0.47p deficit). The Directors also use a number of
Alternative Performance Measures (APMs) in order to assess the Company's
success in achieving its objectives, and these also enable Shareholders and
prospective investors to gain an understanding of its business. The APMs are
shown in the Financial Highlights and are defined in the Glossary in the
Annual Report.
In addition, the Board considers the following to be KPIs:
• NAV total return;
• annual yield;
• share price discount to NAV;
• investment income; and
• ongoing charges ratio.
The NAV total return is considered to be a more appropriate long-term measure
of Shareholder value as it includes both the current NAV per share and the sum
of dividends paid to date. The annual yield is the total dividends paid for
the financial year, expressed as a percentage of the NAV per Ordinary Share at
the immediately preceding year end. The Directors seek to pay dividends to
provide a yield and comply with the VCT rules, taking account of the level of
distributable reserves, profitable realisations in each accounting period and
the Company's future cash flow projections. The share price discount to NAV is
the percentage by which the mid-market price of a share is lower than the most
recently published NAV per share. The ongoing charges ratio (OCR) is a measure
of the total cost of a fund to an investor and is the total recurring annual
expenses of the Company, including management fees charged to the capital
reserve, as a percentage of the average net assets attributable to
Shareholders. The Company's OCR for the year ended 30 November 2023 was 3.25%
(2022: 3.07%) and is detailed in Note 4 to the Financial Statements in the
Annual Report.
A historical record of these measures is shown in the Financial Highlights in
the Annual Report. The change in the profile of the portfolio is reflected in
the Summary of Investment Changes in the Annual Report. The Board also reviews
the Company's investment income and operational expenses on a quarterly basis,
as the Directors consider that both elements are important components in the
generation of Shareholder returns. Further information can be found in Notes 2
and 4 to the Financial Statements in the Annual Report.
There is no VCT index against which to compare the performance of the Company.
However, for reporting to the Board and Shareholders, the Manager uses
comparisons with the most appropriate index, being the FTSE AIM All-Share
Index, and the graph in the Annual Report compares the Company's performance
against the FTSE AIM All-Share Index. The Directors also consider
non-financial performance measures such as the flow of investment proposals.
In addition, the Directors consider economic, regulatory and political trends
and factors that may impact on the Company's future development and
performance.
Valuation Process
Investments held by Maven Income and Growth VCT 3 PLC in unquoted companies
are valued in accordance with the IPEV Guidelines, being the prevailing
framework for fair value assessment in the private equity and venture capital
industry. The guidelines were updated in December 2022 and incorporate the
special guidance issued post Covid and following the invasion of Ukraine, and
expand on the concept of and impact on valuations of distressed markets, as
well as looking at how ESG factors impact valuations. The Directors and the
Manager continue to follow these industry guidelines and adhere to the IPEV
Guidelines in all private company valuations. Investments quoted or traded on
a recognised stock exchange, including AIM, are valued at their closing bid
price at the year end.
Share Buy-backs
At the forthcoming AGM, the Board will seek the necessary Shareholder
authority to continue to conduct share buy-backs under appropriate
circumstances.
The Board's Duty and Stakeholder Engagement
The Directors recognise the importance of an effective Board and its ability
to discuss, review and make decisions to promote the long-term success of the
Company and protect the interests of its key stakeholders. As required by
Provision 5 of the AIC Code (and in line with the UK Code), the Board has
discussed the Directors' duty under Section 172 of the Companies Act and how
the interests of key stakeholders have been considered in the Board's
discussions and decision making during the year.
This has been summarised in the table below:
Form of engagement Influence on Board decision making
Shareholders
Shareholders are encouraged to attend and vote at the AGM and have the The Board recognises the importance of tax-free dividends to Shareholders and
opportunity to ask questions and engage with the Directors and the Manager. takes this into consideration when making decisions to pay interim and propose
final dividends for each year. Further details regarding dividends for the
year under review can be found in the Chairman's Statement.
The Company reports formally to Shareholders by publishing Annual and Interim
Reports. In the instance of a corporate action taking place, the Board will
communicate with Shareholders through the issue of a Circular and, if The Directors recognise the importance to Shareholders of the Company
required, a Prospectus. In addition, significant matters or reporting maintaining an active buy-back policy and considered this when establishing
obligations are disseminated to Shareholders by way of London Stock Exchange the current programme. Further details can be found in the Chairman's
Announcements. Statement and in the Directors' Report in the Annual Report.
The Secretary acts as a point of contact for the Board and communications In making the decision to launch the current Offer for Subscription, the
received from Shareholders are circulated to the whole Board. Directors considered that it would be in the interest of Shareholders to
continue to grow the portfolio and make investments across a diverse range of
sectors. By growing the Company, costs are spread over a wider asset base,
which helps to promote a competitive ongoing charges ratio, which is in the
The Manager also publishes its bi-annual newsletter and provides regular interests of Shareholders. In addition, the increased liquidity helps support
portfolio updates by email. the buy-back policy referred to above. Further details regarding the current
Offers for Subscription can be found in the Chairman's Statement.
Environment and society
The Directors and the Manager take account of the social, environmental and The Directors and the Manager are aware of their duty to act in the interests
ethical factors impacted by the Company and the investments that it makes. of the Company and acknowledge that there are risks associated with investment
in companies that fail to conduct business in a socially responsible manner.
The Manager's ESG assessment of investee companies focuses on their impact on
the environment as well as broader social themes, such as, the companies'
approach to diversity and inclusion in the workplace and their work with
charities. Further details can be found in the Chairman's Statement, the
Investment Manager's Review, and in the Statement of Corporate Governance in
the Annual Report.
Portfolio companies
At the quarterly Board Meetings the Manager reports to the Board on the Through the Manager, the Directors encourage portfolio companies to adopt best
performance of portfolio companies and the Directors challenge the Manager practice corporate governance, exercising voting rights where required.
where they feel it is appropriate.
The Board is also mindful that, as the portfolio expands and the proportion of
The Manager communicates directly with each private investee company, normally early stage investment increases, follow-on funding will represent an
through the Maven representative who sits on the board of the private investee important part of the Company's investment strategy and this forms a key part
company. of the Directors' discussions in relation to valuations, risk management and
fundraising.
From time to time, the management teams of investee companies give
presentations to the Board. Meeting with the management teams of the private investee companies gives the
Board a better understanding of the investee business.
Manager
The Manager attends every Board Meeting, presenting a detailed portfolio The Board ensures that the Manager implements the investment objective and
analysis and reports on key issues such as VCT compliance, investment strategy, in accordance with the terms of the Management and Administration
pipeline, utilisation of any new monies raised, share liquidity and peer group Deed, and in compliance with the VCT, and other, regulations. On an annual
performance. basis, the Board conducts a review of the Manager's performance and management
fee, as part of its decision to re-appoint the Manager.
Information provided by the Manager supports the Board's policies regarding
dividends and share buy-backs and the decisions made on fundraising.
The Board has an active treasury management policy, which has the objective of
generating income from the cash held prior to investment. As detailed in the
Chairman's Statement and in the Investment Manager's Report, in the Annual
Report, during the year under review, the treasury management strategy was
refined in response to rising interest rates and to ensure ongoing compliance
with the Nature of Income test. This resulted in an adjustment to the
composition of the portfolio, including the introduction of holdings in money
market funds and an expansion of the portfolio of investment trusts.
Registrar
Annual review meetings and control reports. The Directors review the performance of all third party service providers on
an annual basis, including ensuring compliance with GDPR.
Banks and Custodian
Regular statements and control reports received, with all holdings and The Directors review the performance of all third party providers on an annual
balances reconciled. basis, including oversight of securing the Company's assets.
Employee, Environmental and Human Rights Policy
The Company has no direct employee or environmental responsibilities, nor is
it responsible directly for the emission of greenhouse gases. The Board's
principal responsibility to Shareholders is to ensure that the investment
portfolio is managed and invested properly. As the Company has no employees,
it has no requirement to report separately on employment matters. The Board
comprises five male Directors and delegates responsibility for looking to
ensure diversity to the Nomination Committee, as explained in the Statement of
Corporate Governance in the Annual Report.
The management of the portfolio is undertaken by the Manager through members
of its portfolio management team. The Manager engages with the Company's
underlying investee companies in relation to their corporate governance
practices and in developing their policies on social, community and
environmental matters and further information can be found in the Statement of
Corporate Governance in the Annual Report. The Manager has continued with its
focus on developing its ESG framework and oversight capabilities. Further
details on the Manager's approach to ESG and the progress made with developing
its ESG framework can be found in the Chairman's Statement. The Manager will
be overseeing the collation of this information for the benefit of the Board
but will also be supporting individual companies to identify ESG risks and
opportunities and, where potential improvements are identified, will work
jointly with investee businesses to make positive changes.
In light of the nature of the Company's business, there are no relevant human
rights issues and, therefore, the Company does not have a human rights policy.
Auditor
The Company's Auditor is required to report if there are any material
inconsistencies between the content of the Strategic Report and the Financial
Statements. The Independent Auditor's Report can be found in the Annual
Report.
Future Strategy
The Board and Manager intend to maintain the policies set out above for the
year ending 30 November 2024, as it is believed that these are in the best
interests of Shareholders.
Approval
The Business Report, and the Strategic Report as a whole, was approved by the
Board of Directors and signed on its behalf by:
Atul Devani
Director
15 March 2024
Income Statement
For the year ended 30 November 2023
Year ended Year ended
30 November 2023 30 November 2022
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
(Loss)/gain on investments - (1,985) (1,985) - 626 626
Income from investments 917 - 917 730 - 730
Other income 240 - 240 55 - 55
Investment management fees (307) (1,228) (1,535) (277) (1,111) (1,388)
Other expenses (452) - (452) (479) - (479)
Net return on ordinary activities before taxation 398 (3,213) (2,815) 29 (485) (456)
Tax on ordinary activities - - - - - -
Return attributable to Equity Shareholders 398 (3,213) (2,815) 29 (485) (456)
Earnings per share (pence) (2.87) (2.51) 0.03
0.36 (0.50) (0.47)
All gains and losses are recognised in the Income Statement.
The total column of this statement is the Profit & Loss Account of the
Company. The revenue and capital return columns are prepared in accordance
with the AIC SORP. All items in the above statement derive from continuing
operations. No operations were acquired or discontinued during the year. There
are no potentially dilutive capital instruments in issue and, therefore, no
diluted earnings per share figures are relevant. The basic and diluted
earnings per share are, therefore, identical.
The Notes are an integral part of the Financial Statements and can be found in
full in the Annual Report.
Statement of Changes in Equity
For the year ended 30 November 2023
Year ended 30 November 2023 Non-distributable Reserves Distributable Reserves
Share capital Share premium account Capital redemption reserve Capital reserve unrealised Capital reserve realised Special distributable reserve Revenue reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 30 November 2022 10,457 19,920 346 7,422 1,050 19,974 774 59,943
Net return - - - (1,933) (52) (1,228) 398 (2,815)
Dividends paid - - - - - (2,685) - (2,685)
Repurchase and cancellation of shares (373) - 373 - - (1,927) - (1,927)
Net proceeds of share issue 1,169 5,353 - - - - - 6,522
Net proceeds of DIS issue* 54 245 - - - - - 299
At 30 November 2023 11,307 25,518 719 5,489 998 14,134 1,172 59,337
Year ended 30 November 2022 Non-distributable Reserves Distributable Reserves
Share capital Share premium account Capital redemption reserve Capital reserve unrealised Capital reserve realised Special distributable reserve Revenue reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 30 November 2021 7,866 6,436 287 9,669 (1,823) 26,020 745 49,200
Net return - - - (2,247) 2,873 (1,111) 29 (456)
Dividends paid - - - - - (4,607) - (4,607)
Repurchase and cancellation (59) - 59 - - (328) - (328)
of shares
Net proceeds of share issue 2,562 13,074 - - - - - 15,636
Net proceeds of DIS issue* 88 410 - - - - - 498
At 30 November 2022 10,457 19,920 346 7,422 1,050 19,974 774 59,943
*DIS represents the Dividend Investment Scheme as detailed in the Chairman's
Statement in the Annual Report.
The capital reserve unrealised is generally non-distributable other than the
part of the reserve relating to gains/(losses) attributable to readily
realisable quoted investments which are distributable. The capital reserve
unrealised contains £2,742,000 of losses (2022: £1,013,000) in relation to
level 1 and level 2 investments, which could be converted to cash, and as
such, could be deemed realised.
Where all, or an element of the proceeds of sales have not been received in
cash or cash equivalent (as noted on the realisations table in the Annual
Report), and are not readily convertible to cash, they do not qualify as
realised gains for the purposes of distributable reserves calculations and
therefore do not form part of distributable reserves. The split of unrealised
gains/(losses) for the year is detailed within the portfolio valuation section
of Note 8 in the Annual Report.
The Notes are an integral part of the Financial Statements and can be found in
full in the Annual Report.
Balance Sheet
As at 30 November 2023
30 November 2023 30 November 2022
£'000 £'000
Fixed assets
Investments at fair value through profit or loss 55,825 41,160
Current assets
Debtors 660 703
Cash 3,117 18,261
3,777 18,964
Creditors
Amounts falling due within one year (265) (181)
Net current assets 3,512 18,783
Net assets 59,337 59,943
Capital and reserves
Called up share capital 11,307 10,457
Share premium account 25,518 19,920
Capital redemption reserve 719 346
Capital reserve - unrealised 5,489 7,422
Capital reserve - realised 998 1,050
Special distributable reserve 14,134 19,974
Revenue reserve 1,172 774
Net assets attributable to Ordinary Shareholders 59,337 59,943
Net asset value per Ordinary Share (pence) 52.48 57.32
The Financial Statements of Maven Income and Growth VCT 3 PLC, registered
number 04283350, were approved by the Board of Directors and were signed on
its behalf by:
Atul Devani
Director
15 March 2024
The Notes are an integral part of the Financial Statements and can be found in
full in the Annual Report.
Cash Flow Statement
For the Year Ended 30 November 2023
Year ended Year ended
30 November 2023 30 November 2022
£'000 £'000
Net cash flows from operating activities (923) (1,329)
Cash flows from investing activities
Purchase of investments (20,279) (5,626)
Sale of investments 3,742 8,369
Net cash flows from investing activities (16,537) 2,743
Cash flows from financing activities
Equity dividends paid (2,685) (4,607)
Issue of Ordinary Shares 6,928 16,134
Repurchase of Ordinary Shares (1,927) (328)
Net cash flows from financing activities 2,316 11,199
Net (decrease)/increase in cash (15,144) 12,613
Cash at beginning of year 18,261
5,648
Cash at end of year 3,117 18,261
The Notes are an integral part of the Financial Statements and can be found in
full in the Annual Report.
Notes to the Financial Statements
For the Year Ended 30 November 2023
1. Accounting policies
The Company is a public limited company, incorporated in England & Wales
and its registered office is shown in the Corporate Summary.
(a) Basis of preparation
The Financial Statements have been prepared on a going concern basis, further
details can be found in the Directors' Report in the Annual Report. The
Financial Statements have been prepared under the historical cost convention,
as modified by the revaluation of investments and in accordance with FRS 102,
The Financial Reporting Standard applicable in the UK and Republic of Ireland,
and in accordance with the Statement of Recommended Practice for Investment
Trust Companies and Venture Capital Trusts (the SORP) issued by the AIC in
July 2022.
(b) Income
Equity Income
Dividends receivable on quoted equity shares are recognised on the ex-dividend
date. Dividends receivable on unquoted equity shares are recognised when the
Company's right to receive payment is established and there is no reasonable
doubt that payment will be received.
Unquoted loan stock and other preferred income
Fixed returns on non-equity shares and debt securities are recognised when the
Company's right to receive payment and expected settlement is established.
Where interest is rolled up and/or payable at redemption then it is recognised
as income unless there is reasonable doubt as to its receipt.
Redemption Premiums
When a redemption premium is designed to protect the value of the instrument
holder's investment rather than reflect a commercial rate of revenue return
the redemption premium should be recognised as capital. The treatment of
redemption premiums is analysed to consider if they are revenue or capital in
nature on a company by company basis. A revenue redemption premium of £nil
was received in the year ended 30 November 2023 (2022: £83,433).
Bank Interest
Deposit Interest is recognised on an accruals basis using the rate of interest
agreed with the bank. Income from unquoted loan stock and deposit interest is
included on an effective interest rate basis.
(c) Expenses
All expenses are accounted for on an accruals basis and charged to the Income
Statement. Expenses are charged through the revenue account, except as
follows:
• expenses that are incidental to the acquisition and disposal of
an investment are charged to capital; and
• expenses are charged to the special distributable reserve where
a connection with the maintenance or enhancement of the value of the
investments can be demonstrated. In this respect, the investment management
fee and performance fee have been allocated 20% to revenue and 80% to the
special distributable reserve to reflect the Company's investment policy and
prospective income and capital growth.
(d) Taxation
Deferred taxation is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date, where transactions or
events that result in an obligation to pay more tax in the future or right to
pay less tax in the future have occurred at the balance sheet date. This is
subject to the deferred tax assets only being recognised if it is considered
more likely than not that there will be suitable profits from which the future
reversal of the underlying timing differences can be deducted. Timing
differences are differences arising between the Company's taxable profits and
its results as stated in the Financial Statements that are capable of reversal
in one or more subsequent periods.
Deferred tax is measured on a non-discounted basis at the tax rates that are
expected to apply in the periods in which timing differences are expected to
reverse, based on tax rates and laws enacted or substantively enacted at the
balance sheet date.
The tax effect of different items of income/gain and expenditure/loss is
allocated between capital reserves and revenue account on the same basis as
the particular item to which it relates, using the Company's effective rate of
tax for the period.
UK Corporation tax is provided at amounts expected to be paid/recovered using
the tax rates and laws that have been enacted or substantively enacted at the
balance sheet date.
(e) Investments
In valuing unlisted investments, the Directors follow the criteria set out
below. These procedures comply with the revised International Private Equity
and Venture Capital Valuation (IPEV) Guidelines for the valuation of private
equity and venture capital investments. Investments are recognised at their
trade date and are designated by the Directors as fair value through profit
and loss. At subsequent reporting dates, investments are valued at fair value,
which represents the Directors' view of the amount for which an asset could be
exchanged between knowledgeable and willing parties in an arm's length
transaction. This does not assume that the underlying business is saleable at
the reporting date or that its current shareholders have an intention to sell
their holding in the near future.
A financial asset or liability is generally derecognised when the contract
that gives rise to it is settled, sold, cancelled or expires.
1. For early stage investments completed in the reporting period, fair
value is determined using the price of recent investment, calibrating for any
material change in the trading circumstances of the investee company. Other
early stage companies are valued by applying a multiple to the investee's
revenue to derive the enterprise value of each company. Where relevant, an
investee may be valued on a discounted cashflow basis.
2. Whenever practical, recent investments will be valued by reference to
a material arm's length transaction or a quoted price.
3. Mature companies are valued by applying a multiple to their
maintainable earnings to determine the enterprise value of the company.
To obtain a valuation of the total ordinary share capital held by
management and the institutional investors, the value of third party debt,
institutional loan stock, debentures and preference share capital is deducted
from the enterprise value. The effect of any performance related mechanisms is
taken into account when determining the value of the ordinary share capital.
4. All private unlisted investments are valued individually by Maven's
portfolio management team and the portfolio as a whole is discussed by Maven's
valuation committee. The resultant valuations are subject to detailed scrutiny
and approval by the Directors of the Company.
5. In accordance with normal market practice, investments quoted on AIM
or a recognised stock exchange are valued at their closing bid price.
(f) Fair value measurement
Fair value is defined as the price that the Company would receive upon selling
an investment in a timely transaction to an independent buyer in the principal
or the most advantageous market of the investment. A three-tier hierarchy has
been established to maximise the use of observable market data and minimise
the use of unobservable inputs and to establish classification of fair value
measurements for disclosure purposes. Inputs refer broadly to the assumptions
that market participants would use in pricing the asset or liability,
including assumptions about risk, for example, the risk inherent in a
particular valuation technique used to measure fair value including such a
pricing model and/or the risk inherent in the inputs to the valuation
technique. Inputs may be observable or unobservable.
Observable inputs are inputs that reflect the assumptions market participants
would use in pricing the asset or liability developed based on market data
obtained from sources independent of the reporting entity.
Unobservable inputs are inputs that reflect the reporting entity's own
assumptions about the assumptions market participants would use in pricing the
asset or liability developed based on best information available in the
circumstances.
The three-tier hierarchy of inputs is summarised in the three broad levels
listed below:
• Level 1 - the unadjusted quoted price in an active market for
identical assets or liabilities that the entity can access at the measurement
date;
• Level 2 - inputs other than quoted prices included within Level
1 that are observable (i.e. developed using market data) for the asset or
liability, either directly or indirectly; and
• Level 3 - inputs are unobservable (i.e. for which market data is
unavailable) for the asset or liability.
(g) Gains and losses on investments
When the Company sells or revalues its investments during the year, any gains
or losses arising are credited/charged to the Income Statement.
(h) Critical accounting judgements and key sources of estimation uncertainty
Disclosure is required of judgements and estimates made by the Board and the
Manager in applying the accounting policies that have a significant effect on
the Financial Statements. The area involving the highest degree of judgement
and estimates is the valuation of unlisted investments recognised in Note 8
and 16 in the Annual Report and explained in Note 1(e) above.
In the opinion of the Board and the Manager, there are no critical accounting
judgements.
Reserves
Share premium account
The share premium account represents the premium above nominal value received
by the Company on issuing shares net of share issue costs, including £107,047
trail commission. This reserve is non-distributable.
Capital redemption reserve
The nominal value of shares repurchased and cancelled is represented in the
capital redemption reserve. This reserve is non-distributable.
Capital reserve - unrealised
Increases and decreases in the fair value of investments are recognised in the
Income Statement and are then transferred to the capital reserve unrealised
account. This reserve is generally non-distributable other than the part of
the reserve relating to gains/(losses) attributable to readily realisable
quoted investments which are distributable.
Capital reserve - realised
Gains or losses on investments realised in the year that have been recognised
in the Income Statement are transferred to the capital reserve realised
account on disposal. Furthermore, any prior unrealised gains or losses on such
investments are transferred from the capital reserve unrealised account to the
capital reserve realised account on disposal. This reserve is distributable.
Special distributable reserve
The total cost to the Company of the repurchase and cancellation of shares is
represented in the special distributable reserve account. The special
distributable reserve also represents capital dividends, capital investment
management fees and the tax effect of capital items. This reserve is
distributable.
Revenue reserve
The revenue reserve represents accumulated profits retained by the Company
that have not been distributed to Shareholders as a dividend. This reserve is
distributable.
Return per Ordinary Share
Year ended Year ended
30 November 2023 30 November 2022
The returns per share have been based on the following figures:
Weighted average number of Ordinary Shares 112,032,104 97,545,818
Revenue return £398,000 £29,000
Capital return (£3,213,000) (£485,000)
Total return (£2,815,000) (£456,000)
Net asset value per Ordinary Share
The net asset value per Ordinary Share as at 30 November 2023 has been
calculated using the number of Ordinary Shares in issue at that date of 2023:
113,070,327 (2022: 104,569,876).
Directors' Responsibility Statement
Each Director believes that, to the best of their knowledge:
• the Financial Statements have been prepared in accordance with the
applicable accounting standards and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company as at 30
November 2023 and for the year to that date;
• the Directors' Report includes a fair review of the development and
performance of the Company, together with a description of the principal risks
and uncertainties that it faces; and
• the Annual Report and Financial Statements, taken as a whole, is
fair, balanced and understandable and provides the information necessary for
Shareholders to assess the Company's position and performance, business model
and strategy.
Other Information
The Annual General Meeting will be held on Thursday 2 May 2024, commencing at
11.30am, at the offices of Maven Capital Partners UK LLP, 6th Floor, Saddlers
House, 44 Gutter Lane, London EC2V 6BR.
The Annual Report and Financial Statements for the year ended 30 November 2023
will be issued to Shareholders and filed with the Registrar of Companies in
due course.
The financial information contained within this announcement does not
constitute the Company's statutory Financial Statements as defined in the
Companies Act 2006. The statutory Financial Statements for the year ended 30
November 2022 have been delivered to the Registrar of Companies and contained
an audit report which was unqualified and did not constitute statements under
S498(2) or S498(3) of the Companies Act 2006.
Copies of this announcement, and of the Annual Report and Financial Statements
for the year ended 30 November 2023, will be available, in due course, to the
public at the office of Maven Capital Partners UK LLP, 205 West George Street,
Glasgow G2 2LW; at the registered office of the Company, 6th Floor, Saddlers
House, 44 Gutter Lane, London EC2V 6BR and on the Company's webpage
mavencp.com/migvct3 (http://www.mavencp.com/migvct3) .
Neither the content of the Company's webpage nor the contents of any website
accessible from hyperlinks on the Company's webpage (or any other website) is
incorporated into, or forms part of, this announcement.
The Annual Report will shortly be submitted to the National Storage Mechanism
and will be available for inspection at:
www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(http://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
.
By Order of the Board
Maven Capital Partners UK LLP
Secretary
15 March 2024
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