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REG - Maven IncGwth VCT 3 - Annual Financial Report

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RNS Number : 1738B  Maven Income and Growth VCT 3 PLC  18 March 2025

Maven Income and Growth VCT 3 PLC

 

Final results for the year ended 30 November 2024

 

The Directors report the Company's financial results for the year ended 30
November 2024.

 

Highlights

 

•    NAV total return at the year end of 152.03p per Ordinary Share
(2023: 150.05p)

 

•    NAV at the year end of 51.31p per Ordinary Share (2023: 52.48p)

 

•    Seven profitable private company realisations completed, generating
total returns of up to 8.2x cost and cash proceeds of £8 million

 

•    Annual dividend target increased to 6% of NAV per Ordinary Share

 

•    Final dividend of 2.15p per Ordinary Share proposed for payment in
May 2025

 

•    Over £5.8 million deployed in new and follow-on investments

 

•    Offer for Subscription closed in April 2024, raising a total of
£5.3 million

 

•    New Offer for Subscription launched in September 2024

 

Strategic Report

 

Chairman's Statement

 

On behalf of your Board, I am pleased to present the Annual Report for the
first time as Chairman. The financial year to 30 November 2024 has been a
period of positive progress for your Company. In particular, this has been
your Company's most successful year for realisations since the change to the
VCT rules in 2015, validating the underlying investment strategy and its
ability to deliver growth in Shareholder value. More specifically, your
Company completed seven profitable private company exits, several of which
achieved strategic premiums that were ahead of the relevant investee company
carrying value at 30 November 2023, and which have been a key component to the
increase in NAV total return. The Board recognises the importance of regular
tax free Shareholder distributions and, given the maturity and diversity now
evident in the portfolio, has resolved to increase the annual dividend target
from 5% to 6% of NAV per Ordinary Share at the immediately preceding year end.
In line with this new target, a final dividend of 2.15p per Ordinary Share has
been proposed for payment in May 2025, taking the dividend yield for the year
to 6%.

 

Portfolio Review

 

The past few years have been challenging for the UK economy, where ongoing
political instability and a succession of economic shocks have dampened growth
prospects and impacted business and consumer confidence. However, your Company
has delivered a resilient performance during this period, reflecting the
consistent application of the investment strategy, which has the core
objective of building a large and broadly based portfolio of private companies
with high growth potential that operate across a diverse range of sectors with
limited exposure to discretionary spending, and where revenues are not
directly dependent on consumer expenditure.

 

More recently, and notwithstanding the ongoing geopolitical unrest, 2024 has
seen a gradual return to a more benign economic position. Inflation is now
broadly back within the target range and further interest rate cuts are
expected during 2025, although the wider impact on business confidence of the
October 2024 Budget remains to be seen.

 

Your Company's portfolio has increased steadily in size and scale, and now
includes 88 growth focused private and AIM quoted companies providing access
to a wide range of dynamic and emerging sectors such as cyber security,
healthtech, software, regtech and specialist manufacturing.

 

During the second half of the financial year, five profitable exits completed,
including three sales to US private equity buyers. In June 2024, the sale of
the residual holding in cyber security specialist Quorum Cyber completed,
resulting in a total overall return of 8.2x cost across two separate exit
events. The partial sale of digital archiving specialist MirrorWeb completed
in August generating a total return of 3.4x cost, comprising an initial cash
return and a retained equity stake in the enlarged business, MirrorWeb
Holdings LLC. In early September the partial exit from regtech specialist
Novatus Global also completed generating a total return of 4.7x cost which,
again, consisted of a mix of cash alongside a retained equity stake in the
existing business. In September, specialist electronics contract manufacturer
CB Technology and digital payments software provider QikServe were both sold
in all cash transactions to trade acquirers, generating total returns of 2.8x
cost and 1.3x cost respectively. In the first half of the financial year, also
in all cash transactions, the exit from Glacier Energy Services completed,
generating a total return of 1.05x cost, and the exit from graduate
recruitment specialist GradTouch completed, generating a total return of 1.5x
cost.

 

The partial exit from Quorum Cyber in 2021 was the first transaction where the
Manager negotiated a sale that consisted of an initial cash return together
with a retained equity stake in the business, which allowed your Company to
participate in its future growth in value. Where an investee company is
performing strongly and achieving scale, and a large secondary funding round
will help it to further accelerate growth, the ability to achieve a partial
exit, generating a healthy initial cash return alongside a retained equity
stake in the enlarged business, is a model the Manager is keen to replicate,
and has done so with the partial exits from MirrorWeb and Novatus Global. In
both cases, these businesses made rapid commercial progress post your
Company's investment and attracted the attention of separate international
investors that provided substantial new capital to expedite expansion plan.
This enabled your Company to achieve a good initial cash return whilst
retaining a minority equity interest, which has the potential to deliver a
further return.

 

In addition to the strong level of exits, it is pleasing to report that there
has been further growth and development across the portfolio during the
financial year, with £2 million invested into seven new private companies,
adding further sectoral diversification. In addition, £3.7 million was
provided in follow-on funding to support 19 existing businesses, alongside the
completion of three small AIM transactions.

 

The majority of companies in the private equity portfolio continue to deliver
revenue growth and achieve their strategic objectives which, in certain cases,
has resulted in uplifts to valuations. Conversely, there are a small number of
companies that are performing behind plan, or have ceased to trade, which has
resulted in protective provisions being taken against specific holdings.
Shareholders will find further details of the key developments across the
portfolio in the Investment Manager's Review in the Annual Report.

 

Consistent with your Company's long term growth objective, and with the
"sunset clause" for VCT and EIS schemes now extended until 2035, in late
September 2024 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 £10 million, including an over-allotment facility of up £5 million
and, as at the date of this Annual Report, £6.5 million has been raised. The
Offers close to new applications on 4 April 2025 for the 2024/25 tax year and
25 April 2025 for the 2025/26 tax year, unless fully subscribed ahead of these
dates. Further information about the Maven VCT Offers, including the
Prospectus and Application Form, can be found at: mavencp.com/vctoffer
(http://www.mavencp.com/vctoffer) .

 

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, and the most recent update
(December 2022) incorporates the special guidance, issued post COVID-19 and
the Ukraine war, which expands on the concept of, and impact on, valuations of
distressed markets, as well as looking at ESG factors as part of the valuation
methodology. 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 the Business Report and in Note 1 to the
Financial Statements 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 in the Annual Report, with definitions of terms contained in the
Glossary in the Annual Report.

 

Treasury Management Strategy

 

During the year, your Company has maintained a proactive approach to treasury
management, by building a diversified portfolio of high yielding securities
where the objective remains to optimise the income from cash reserves held
prior to investment in VCT qualifying companies. Your Company has, for several
years, held a focused 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 several
UK banks. This approach has also ensured ongoing compliance with VCT
legislation, which states that not less than 70% of a VCT's income must be
derived from shares or securities.

 

The rapid rise in interest rates during 2023 resulted in a significant
increase in the level of interest income generated from the uninvested cash
held on deposit and required the Board and the Manager to revise its approach
to treasury management. After conducting a detailed whole of market review, a
broadly based portfolio of listed securities was constructed including
holdings in MMFs and OEICs, alongside carefully selected London Stock Exchange
listed investment trusts diversified across private equity, infrastructure and
other classes, with the remaining cash held on deposit with several UK banks
to minimise counterparty risk. This strategy has ensured ongoing compliance
with the Nature of Income condition and also provides your Company with a
significant new stream of income that currently generates a blended annualised
yield of 4.2% across the treasury management portfolio and uninvested cash.

It is worthwhile highlighting that this is a dynamic portfolio, which will
vary in size depending on your Company's rate of investment, investee company
realisations and overall liquidity levels. Full details of the holdings in
this portfolio can be found in the Investment Portfolio Summary in the Annual
Report.

 

Enhanced Dividend Policy

 

Your Board recognises the importance to Shareholders of regular tax free
distributions and, given the maturity and diversity now evident in the
portfolio, has elected to improve the dividend policy. From the year ended 30
November 2024, your Company has increased its target annual dividend from 5%
to 6% of the NAV per Ordinary Share at the immediately preceding year end.

 

Shareholders should be aware that this remains a target and that 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. As the portfolio continues to expand and
the proportion of younger companies with high growth potential increases, the
timing of distributions will be more closely linked to realisation activity,
whilst also reflecting the requirement to maintain the VCT qualifying level.

 

Proposed Final Dividend

 

In line with the enhanced dividend policy, the Directors are pleased to
propose that a final dividend of 2.15p per Ordinary Share, in respect of the
year ended 30 November 2024, be paid on 9 May 2025 to Shareholders who are on
the register at 28 March 2025. This will bring the annual dividend to 3.15p
per Ordinary Share, representing a yield of 6% based on the NAV per Ordinary
Share at the immediately preceding year end. Since the Company's launch, and
after receipt of the proposed final dividend, a total of 102.87p per Ordinary
Share will have been paid in tax free distributions. It should be noted that
payment of a dividend reduces the NAV of the Company by the total amount of
the distribution.

 

The Board wishes to take this opportunity to remind Shareholders that it is
their responsibility to ensure that the Company's Registrar (The City
Partnership) has correct contact and bank account details to allow for the
timely payment of dividends. Dividend tax vouchers are available to download
from the Registrar's investor hub at: maven-cp.cityhub.uk.com
(https://maven-cp.cityhub.uk.com/login) , with hard copies being posted to
those Shareholders who have not opted to receive communications from the
Company electronically.

 

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 under the standing authority requested from Shareholders at
Annual General Meetings. Ordinary Shares issued under the DIS are free from
dealing costs and should benefit from the tax reliefs available on new
Ordinary Shares issued by a VCT in 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 and returning it to The City
Partnership. In order for the DIS to apply to the 2024 final dividend, the
mandate form must be received by the Registrar before 11 April 2025, this
being the relevant dividend election date. The mandate form, terms &
conditions and full details of the scheme (including tax considerations) are
available on the Company's webpage at: mavencp.com/migvct3
(http://www.mavencp.com/migvct3) . 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 and Offer for Subscription

 

In April 2024, your Company closed the Offer for Subscription that was
launched in October 2023 having raised a total of £5.3 million. Details
regarding the new Ordinary Shares issued in relation to this offer can be
found in Note 12 to the Financial Statements in the Annual Report.

 

On 27 September 2024, a new Offer for Subscription was launched, alongside
Offers by the other Maven managed VCTs, accepting applications for the 2024/25
and 2025/26 tax years. Your Company has a target raise of £10 million
including an over-allotment facility of up to £5 million. The Offers will
remain open until 25 April 2025, unless fully subscribed ahead of this date,
and further details can be found at: mavencp.com/vctoffer
(http://www.mavencp.com/vctoffer) . As at the date of the Annual Report your
Company had raised a total of £6.5 million.

 

Consistent with the objective of making regular allotments of new Ordinary
Shares, the first allotment for the 2024/25 tax year completed on 18 December
2024, with a further allotment taking place on 19 February 2025. Applications
for the 2024/25 tax year will close on 4 April 2025, unless fully subscribed
ahead of this date, with an allotment expected to complete that day.
Applications for the 2025/26 tax year will close on 25 April 2025, unless
fully subscribed ahead of this date, with an allotment completing shortly
thereafter.

 

The Directors are confident that Maven's regionally based team of investment
executives 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 this 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 active share buy-back policy, whilst also spreading costs over a wider
asset base, with the objective of maintaining a competitive OCR 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 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 Ordinary 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 buy backs are prohibited whilst the Company is
in a closed period, which is the time from the end of a reporting period until
either 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 by a Shareholder to buy
or sell shares on the secondary market must be directed through a stockbroker
of their choice. To discuss a transaction, the Shareholder's broker should
contact the Company's stockbroker, Shore Capital Stockbrokers, on 020 7647
8132.

 

VCT Regulatory Developments

 

During the year, there were no further amendments to the rules governing VCTs
and your Company remains fully compliant with the complex conditions and
requirements of the scheme.

 

On 3 September 2024, HM Treasury approved the regulations required to extend
the "sunset clause" for VCT and EIS schemes until 2035. This provides greater
certainty to Shareholders, as well as SMEs seeking growth capital, that VCTs
will remain a central component of the UK's funding infrastructure.
Furthermore, and as expected, the new Government's first Budget Statement in
October 2024 did not introduce changes to tax reliefs for VCT and EIS schemes.
As part of the growth agenda, the Chancellor confirmed that the Government
would continue to work with entrepreneurs and venture capital firms to support
investment to grow the UK economy by ensuring that policies provide a positive
environment for entrepreneurship. The Venture Capital Trust Association
(VCTA), of which the Manager is a founding member, and the Association of
Investment Companies (AIC), of which the Company is a member, will continue to
work with HM Treasury to build on this positive relationship, which recognises
the importance of VCTs in supporting Britain's brightest entrepreneurs and
creating regional employment opportunities.

 

The October 2024 Budget did, however, introduce a widely expected change to
the tax regime for AIM quoted shares with the announcement that, with effect
from 6 April 2026, business relief, which applies to shares that do not trade
on recognised stock exchanges such as AIM and AQSE, will be reduced to 50%,
rather than the current 100%. As Shareholders will be aware, the performance
of AIM over the past few years has been disappointing with depressed
valuations and limited high quality new investment opportunities. Against this
backdrop, the value of your Company's AIM portfolio has gradually declined and
as at 30 November 2024 accounted for less than 2% of NAV. Throughout the year,
your Company has maintained a cautious approach to AIM and has only completed
three small AIM investments, two of which were follow-ons. Whilst the Board
and Manager recognise the beneficial liquidity characteristics of listed
shares, it is not anticipated that there will be a significant increase in the
number of new AIM investments. In addition, it is also likely that certain
legacy AIM holdings will be liquidated where, based on operational performance
and market dynamics, there is limited expectation of a near term share price
recovery or M&A activity.

 

Environmental, Social and Governance (ESG) Considerations

 

Whilst your Company's investment policy does not incorporate specific ESG
objectives, the Board and the Manager recognise the importance of considering
and understanding ESG matters as an integral part of the investment process.
Maven has established an ESG and Responsible Investment Policy which ensures
that all related ESG risks and opportunities are identified during
pre-investment due diligence, and can be carefully considered as part of the
investment process. Maven's ESG framework for companies post investment then
provides a structure for regular engagement with the Manager, which ensures
that ESG metrics can be monitored annually throughout the period of
investment.

 

In addition, Maven has an ESG steering group, which comprises members from all
areas of the business, bringing a diverse range of skills, experience and
perspective. The core objective is to develop and embed effective ESG
principles throughout Maven's business. The scope of the steering group
includes setting the strategy for the collation and assessment of ESG data,
consideration of regulatory reporting requirements, promoting ESG aims amongst
Maven employees and portfolio companies, and oversight of reporting to
stakeholders.

 

The Manager continues to be an active member of the United Nations Principles
of Responsible Investment, and submitted its first public report in July 2024.
This allows Maven to re-establish its commitment to include ESG as an integral
part of the investment process. Over the past year, the Manager has become
increasingly involved with social initiatives that focus on diversity. Maven
has supported schemes such as Future Asset, the Investing in Women Code,
Lifted Project and the 10,000 Interns Foundation, as it considers the early
introduction of females and ethnic minorities to the investment sector as
crucial to reducing the disparities that still exist. During the year, Maven
also launched a Female Founder Workshop programme that has increased
introductions to female led businesses.

 

Annual General Meeting (AGM)

 

The 2025 AGM will be held on 1 May 2025 in Maven's London office, which is
located at 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

 

In the year ahead, the focus of your Board and the Manager will remain on
further expanding the portfolio across multiple growth sectors, sourced
through Maven's regional network of deal executives, whilst progressing exit
opportunities to help maintain a programme of regular Shareholder
distributions to deliver further growth in Shareholder value.

 

Keith Pickering

Chairman

 

18 March 2025

 

 

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

 

The Board and the Audit & Risk Committee have an ongoing process for
identifying, evaluating and monitoring the principal and emerging risks facing
the Company. The risk register and risk dashboard form key parts of the
Company's risk management framework and are used to carry out a robust
assessment of the risks, including a significant focus on the controls in
place to mitigate them.

 

The current principal and emerging risks facing the Company are considered to
be as follows:

 

 Principal risk                             Root cause                                                                      Control measures
 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 to all investments, 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.

 Operational risk                           ·   Failure of a significant outsourcer to perform duties and                   ·    All outsourcers are selected following the completion of appropriate
                                            responsibilities in accordance with service level agreements.                   due diligence, with the Manager carrying out an annual review of key
                                                                                                                            outsourcers.

                                                                                                                            ·    The Manager and Custodian are FCA authorised and subject to FCA Rules
                                                                                                                            requiring the maintenance of adequate financial resources, including enabling
                                                                                                                            an orderly wind-down.

 IT and cyber security risk                 ·   Heightened cyber security risk and potential IT failure, which could        ·    The Board reviews control and compliance reports from the Manager,
                                            cause a third party to fail to perform its duties and responsibilities or       which includes oversight of third party cyber security arrangements, to ensure
                                            experience financial difficulties such that it is unable to carry on trading    these adequately address systems and data security risks.
                                            and cannot provide services to the Company.

                                                                               ·    The Manager validates the ability of third parties to operate an
                                                                                                                            effective business continuity plan (BCP) and reports on this to the Board.

 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 Company's shares.

                                                                               ·    Further information on the management of this risk is detailed under
                                                                                                                            other headings in the Business 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 considers emerging issues so that appropriate changes
                                            Rules, the General Data Protection Regulation (GDPR), or the Alternative        can 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 measures
 Global conflict and political instability  ·   Escalating global conflict and political instability resulting in the       ·    Maven works closely with all portfolio companies to identify, and
                                            potential for escalating prices, disruption to supply chains and general        support, the management of any challenges resulting from global conflict and
                                            market uncertainty.                                                             political instability.

                                                                                                                            ·    This activity is reported to, and reviewed by, the Board at each
                                                                                                                            quarterly meeting, or as otherwise required, and, whilst it cannot be obviated
                                                                                                                            entirely, the Company's investment portfolio is diversified across a large
                                                                                                                            number of investee companies and a range of economic sectors.

 

In addition, 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 2024 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 and demonstrate the
broadly spread end market exposure and provide insight into the age of
investments within the portfolio. 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
£2,488,000 (2023: a loss of £2,815,000), the gain on investments was
£3,143,000 (2023: loss of £1,985,000) and earnings per share were 2.08p
(2023: 2.51p loss). 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 in the Annual Report 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

 

•    OCR.

 

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. During the year, the Directors revised the
Company's dividend policy and will now target a dividend that provides a yield
of 6% of the NAV per share at the immediately preceding year end, subject to
always complying with the VCT rules, and taking into consideration 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 share price of an investment is
lower than the NAV per share. Share price total return is the percentage
movement in the share price over a period of time, including any re-invested
dividends paid over that timeframe. The OCR is a measure of the total cost to
an investor and is the total recurring annual expenses of the Company,
including management fees, but excluding performance fees, charged to the
capital reserve, expressed as a percentage of the average net assets
attributable to Shareholders. The Company's OCR for the year ended 30 November
2024 was 3.13% (2023: 3.25%) 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 market standard 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 displayed in the Annual Report compares the
Company's performance against that 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-19 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 in accordance with the
Company's share buy-back policy as outlined in the Annual Report.

 

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 stakeholder 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. During the year under review, after taking into
                                                                                  account the interests of Shareholders and strategies employed by the other

                                                                                VCTs in its peer group, the Directors agreed an enhancement to the dividend
 The Company reports formally to Shareholders by publishing Annual and Interim    policy and now target an annual dividend of 6% of the NAV per Ordinary Share
 Reports. In the instance of a corporate action taking place, the Board will      at the immediately preceding year end. Further details regarding dividends for
 communicate with Shareholders through the issue of a Circular and, if            the year under review can be found in the Chairman's Statement.
 required, a Prospectus. In addition, significant matters or reporting

 obligations are disseminated to Shareholders by way of London Stock Exchange
 Announcements.

                                                                                The Directors recognise the importance to Shareholders of the Company
                                                                                  maintaining an active share buy-back policy and considered this when

                                                                                establishing the current programme. Further details can be found in the
 The Secretary acts as a point of contact for the Board and communications        Chairman's Statement and in the Directors' Report in the Annual Report.
 received from Shareholders are circulated to the whole Board.

                                                                                In making the decision to launch the current Offer for Subscription, the
 The Manager also publishes its bi-annual newsletter and provides regular         Directors considered that it would be in the interest of Shareholders to
 portfolio updates by email.                                                      continue to grow the portfolio, completing investments across a diverse range

                                                                                of sectors via both new and follow-on transactions. By growing the Company, as
                                                                                  certain costs are fixed, these costs are then spread over a wider asset base,
                                                                                  which helps to promote a competitive ongoing charges ratio and is in the
                                                                                  interests of Shareholders. In addition, the increased liquidity helps support
                                                                                  the buy-back policy referred to above. Further details regarding the current
                                                                                  Offers for Subscription can be found in the Chairman's Statement.

                                                                                  For the year ending 30 November 2024, after considering the interests of
                                                                                  Shareholders and the strategies of other VCTs in its peer group, the Directors
                                                                                  agreed to introduce a cap on total expenses payable to Maven, set at 3.5% per
                                                                                  annum of the average NAV for the relevant financial period. (2023: 3.8%).

 ESG

 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. The Directors challenge the Manager on       practice corporate governance, exercising voting rights where required.
 both portfolio company performance and valuation and, where they feel it is

 appropriate, on the Manager's monitoring role.

                                                                                  The Board is also mindful that, as the portfolio expands and the proportion of

                                                                                early stage investment increases, follow-on funding will represent an
 The Manager communicates directly with each private investee company, normally   important part of the Company's investment strategy and this forms a key part
 through the Maven representative who sits on the board of the private investee   of the Directors' discussions in relation to valuations, risk management and
 company.                                                                         fundraising.

 From time to time, the management teams of investee companies give               Meeting with the management teams of the private investee companies gives the
 presentations to the Board.                                                      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 that has the objective of
                                                                                  generating income from the cash held prior to investment in VCT qualifying
                                                                                  companies. As detailed in the Chairman's Statement and in the Investment
                                                                                  Manager's Report, in the Annual Report, during the year under review, several
                                                                                  new permitted non-qualifying investments were completed for treasury
                                                                                  management purposes. After conducting a detailed whole of market review, the
                                                                                  composition of the treasury management portfolio was refined to include
                                                                                  holdings in MMFs and OEICs, alongside listed investment trusts diversified
                                                                                  across private equity, infrastructure and other classes, with the remaining
                                                                                  cash held on deposit with a range of UK banks.

 Registrar

 Annual review meetings and control reports.                                      Through review and discussion of reports from the Manager, the Directors
                                                                                  consider 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           Via review and discussion of reports from the Manager, the Directors consider
 balances reconciled.                                                             the performance of all third party service providers on an annual 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 four male Directors and delegates responsibility for 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 and further
details can be found in the Chairman's Statement. The Manager will be
overseeing the collation of this information for the benefit of the Board,
supports individual companies to identify ESG risks and opportunities and,
where potential improvements are identified, works 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 2025, 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:

 

 

Keith Pickering

Director

 

18 March 2025

 

 

Income Statement

 

For the year ended 30 November 2024

 

                                                    Year ended                 Year ended

                                                    30 November 2024           30 November 2023
                                                    Revenue  Capital  Total    Revenue  Capital  Total

                                                    £'000    £'000    £'000    £'000    £'000    £'000
 Gain/(loss) on investments                         -        3,143    3,143    -        (1,985)  (1,985)
 Income from investments                            1,128    -        1,128    917      -        917
 Other income                                       184      -        184      240      -        240
 Investment management fees                         (311)    (1,243)  (1,554)  (307)    (1,228)  (1,535)
 Other expenses                                     (413)    -        (413)    (452)    -        (452)
 Net return on ordinary activities before taxation  588      1,900    2,488    398      (3,213)  (2,815)
                                                    -        -        -        -        -        -

 Tax on ordinary activities
 Return attributable to Equity Shareholders         588      1,900    2,488    398      (3,213)  (2,815)
 Earnings per share (pence)                                  1.59     2.08     0.36

                                                    0.49                                (2.87)   (2.51)

 

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 2024

 

 Year ended 30 November 2024            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 2023                    11,307         25,518                 719                         5,489                       998                       14,134                         1,172            59,337
 Net return                             -              -                      -                           (239)                       3,382                     (1,243)                        588              2,488
 Dividends paid                         -              -                      -                           -                           -                         (3,196)                        (536)            (3,732)
 Repurchase and cancellation of shares  (280)          -                      280                         -                           -                         (1,381)                        -                (1,381)
 Net proceeds of share issue            1,009          4,050                  -                           -                           -                         -                              -                5,059
 Net proceeds of DIS issue*             77             298                    -                           -                           -                         -                              -                375
 At 30 November 2024                    12,113         29,866                 999                         5,250                       4,380                     8,314                          1,224            62,146

 

 

 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

 

*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 £2,386,000 (2023: £2,742,000) of losses 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.

 

The accompanying Notes are an integral part of the Financial Statements.

 

Balance Sheet

 

As at 30 November 2024

 

                                                                                         30 November 2024  30 November 2023

                                                                                         £'000             £'000
 Fixed assets
 Investments at fair value through profit or loss                                        54,341            55,825

 Current assets
 Debtors                                                                                 565               660
 Cash                                                                                    7,586             3,117
                                                                                         8,151             3,777
 Creditors
 Amounts falling due within one year                                                     (346)             (265)
 Net current assets                                                                      7,805             3,512
 Net assets                                                                              62,146            59,337

 Capital and reserves
 Called up share capital                                                                 12,113            11,307
 Share premium account                                                                   29,866            25,518
 Capital redemption reserve                                                              999               719
 Capital reserve - unrealised                                                            5,250             5,489
 Capital reserve - realised                                                              4,380             998
 Special distributable reserve                                                           8,314             14,134
 Revenue reserve                                                                         1,224             1,172
 Net assets attributable to Ordinary Shareholders                                        62,146            59,337

 Net asset value per Ordinary Share (pence)                                              51.31             52.48

 

The Financial Statements of Maven Income and Growth VCT 3 PLC, registered
number 04283350, were approved and authorised for issue by the Board of
Directors and were signed on its behalf by:

 

 

Keith Pickering

Director

 

18 March 2025

 

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 2024

 

                                                                              Year ended         Year ended

                                                                              30 November 2024   30 November 2023

                                                                              £'000              £'000
 Net cash flows from operating activities                                     (759)              (923)

 Cash flows from investing activities
 Purchase of investments                                                      (11,775)           (20,279)
 Sale of investments                                                          16,529             3,742
 Net cash flows from investing activities                                     4,754              (16,537)
 Cash flows from financing activities
 Equity dividends paid                                                        (3,732)            (2,685)
 Issue of Ordinary Shares                                                     5,587              6,928
 Repurchase of Ordinary Shares                                                (1,381)            (1,927)
 Net cash flows from financing activities                                     474                2,316

 Net increase/(decrease) in cash                                              4,469              (15,144)
 Cash at beginning of year                                                    3,117

                                                                                                 18,261
 Cash at end of year                                                          7,586              3,117

 

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 2024

 

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 and
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, 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
(2023: £nil) was received in the year ended 30 November 2024.

 

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;

 

• 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; and

 

• share issue costs are charged to the share premium account.

 

(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 asset 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 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 unlisted investments are valued individually by Maven's portfolio
management team and 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 at the
year end.

 

(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 issue costs, including £236,298
(2023: £107,047) of 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 2024   30 November 2023
 The returns per share have been based on the following figures:

 Weighted average number of Ordinary Shares                       119,731,439        112,032,104

 Revenue return                                                   £588,000           £398,000

 Capital return                                                   £1,900,000         (£3,213,000)
 Total return                                                     £2,488,000         (£2,815,000)

 

Net Asset Value per Ordinary Share

 

The net asset value per Ordinary Share as at 30 November 2024 has been
calculated using the number of Ordinary Shares in issue at that date of 2024:
121,129,618 (2023: 113,070,327).

 

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 2024 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
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 1 May 2025, 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 2024
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 2023 have been delivered to the Registrar of Companies and contained
an audit report that 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 2024, 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

 

18 March 2025

 

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