REG - Maven Inc&Grwth 5 - Annual Financial Report
12/03/2025 17:00
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RNS Number : 4363A Maven Income and Growth VCT 5 PLC 12 March 2025
Maven Income and Growth VCT 5 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 85.39p per Ordinary Share (2023:
83.43p)
• NAV at the year end of 32.39p per Ordinary Share (2023: 32.53p)
• Seven profitable private company realisations completed, generating
total returns of up to 8.2x cost (average of 3.4x cost) and cash proceeds of
over £10 million
• Dividend policy increased to 6% of NAV per Ordinary Share
• Final dividend of 1.00p per Ordinary Share proposed for payment in
May 2025
• £3.9 million deployed in new and follow-on investments
• Offer for Subscription closed in April 2024, raising a total of
£6.8 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 results for the year to
30 November 2024. This has been a successful period for your Company, during
which the high level of exit activity across the private company portfolio has
helped to deliver an increase in NAV total return. This has enabled the
Directors to enhance the dividend policy by increasing the target from 5% to
6% of the NAV per Ordinary Share at the immediately preceding year end. A key
highlight of the reporting period has been the resurgence in M&A activity
and the completion of seven profitable private company realisations.
Importantly, several of these exits achieved strategic premiums above carrying
value, which has helped deliver the increase in NAV total return over the
year. These realisations generated cash proceeds of over £10 million and in
line with the new policy, a final dividend of 1.00p per Ordinary Share has
been proposed for payment in May 2025, which takes the dividend yield for the
year to 6.15%.
After several years of economic instability and wider market uncertainty, the
current outlook for the UK remains mixed. Whilst inflation continues to be
susceptible to short term spikes, it appears to be trending back towards a
normalised pattern, and further interest rate cuts are predicted during 2025.
This is, however, balanced against the potential change in trading
relationships with the US, ongoing geopolitical unrest and the full extent of
the Autumn 2024 Budget, which could dampen business and consumer confidence.
Notwithstanding the macroeconomic backdrop, your Company has delivered a
positive performance in the financial year, which helps to validate the
investment strategy. Since the change to the VCT rules in 2015, your Company
has been steadily building a large and broadly based portfolio of private
companies with high growth potential that operate across a diverse range of
sectors, with limited direct exposure to discretionary or consumer spending.
The portfolio now contains 113 growth focused private and AIM quoted companies
providing access to a wide range of dynamic and emerging sectors such as cyber
security, healthtech, regtech, software and specialist manufacturing. Although
the growth path for earlier stage businesses can be less predictable and may
take longer than for more established companies, there is clear evidence that
your Company's approach is delivering results for Shareholders. Many of the
holdings in the private company portfolio are now achieving scale in their
respective markets and are attracting inbound acquisition interest from a
range of UK and international buyers. It is particularly pleasing to report
that, during the year, your Company completed seven profitable realisations,
including three sales to US private equity buyers at valuations that were in
excess of carrying value. This positive performance has supported the uplift
in NAV total return whilst also increasing cash resources, which has enabled
the Directors to increase the dividend policy.
In June 2024, the final exit from cyber security specialist Quorum Cyber
completed, with the sale of the residual holding generating a total return of
8.2x cost across two separate exit transactions. The partial sale of digital
archiving specialist MirrorWeb completed in August generating a total return
of 3.8x cost, comprising an initial cash return in tandem with a retained
equity stake in 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 business. In September, specialist electronics
contract manufacturer CB Technology and digital payments software provider
QikServe were both sold to trade acquirers, generating total returns of 2.8x
cost and 1.3x cost respectively. At the start of the financial year, the exit
from Glacier Energy Services completed generating a total return of 1.05x cost
and, finally, the exit from graduate recruitment specialist GradTouch
completed in May generating a total return of 1.7x 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, and healthy initial cash return, alongside a retained equity stake in
the business is a model that the Manager has replicated with the partial exits
from MirrorWeb and Novatus Global. In both cases, these businesses have made
rapid commercial progress in dynamic markets and attracted the attention of an
international investor who has provided substantial new capital to drive
expansion plans, with your Company achieving a good initial cash return and
retaining a minority equity interest, which has the potential to deliver a
further return.
During the year, £3.9 million was deployed in new and follow-on funding,
which helped to further diversify the portfolio. Six new private company
investments completed, alongside the provision of follow-on funding to support
15 existing portfolio companies, and the completion of two small AIM
transactions. In terms of performance, most of the companies in the private
equity portfolio continue to deliver revenue growth and achieve their
strategic objectives, which has resulted in the valuations of certain holdings
being uplifted. Conversely, there are a small number of companies that are
trading behind plan and where provisions have been taken. Further details of
the key developments across the portfolio can be found in the Investment
Manager's Review in the Annual Report.
In keeping 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, £7.7 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 Offers, including the Prospectus and
Application Form, can be found at: mavencp.com/vctoffer.
(http://www.mavencp.com/vctoffer)
Treasury Management Strategy
During the year, your Company has maintained a proactive approach to treasury
management, where the objective remains to optimise the income from cash
reserves held prior to investment in VCT qualifying companies by building a
diversified portfolio of high yielding securities. Under VCT legislation, not
less than 70% of a VCT's income must be derived from shares or securities. In
order to comply with this condition, 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.
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, which 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 liquidity investments was constructed
including holdings in money market funds (MMFs) and open-ended investment
companies (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 4.4% 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
The Directors understand the importance to Shareholders of regular tax free
distributions and, following the completion of several profitable private
company exits, have elected to improve the dividend policy. From the year to
30 November 2024 onwards, 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, growth companies 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
As previously noted, this has been a successful period for private company
exits and, in line with the enhanced dividend policy, the Directors are
pleased to propose that a final dividend of 1.00p 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 2.00p per Ordinary Share, representing a yield of 6.15%
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 54.00p
per Ordinary Share will have been paid in tax free distributions. It should be
noted that payment of a dividend reduces the NAV 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/migvct5
(http://www.mavencp.com/migvct5) . Election to participate in the DIS can also
be made through the Registrar's online investor hub.
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 £6.8 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. Further details can
be found at: mavencp.com/vctoffer (http://www.mavencp.com/vctoffer) . As at
the date of this Annual Report your Company has raised a total of £7.7
million across both tax years.
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 Ongoing Charges
Ratio (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 and, when
appropriate, will also take into account any period when the shares are
trading ex-dividend. 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 important role 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, would be reduced to 50%
from 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 6.9% of NAV. Throughout the year, your Company has
maintained a cautious approach to AIM and has only completed two small AIM
investments, one of which was a follow-on. 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. 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, submitting 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
supporting 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.
Valuation Methodology
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. 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 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.
Constitution of the Board
Further to the announcement of 17 December 2024, I am pleased to welcome Brian
Phillips to the Board as a Non-executive Director with effect from 1 January
2025. Brian is a Chartered Accountant with over 35 years' experience across
industry, private equity and corporate finance. He is currently the director
of several high growth entrepreneurial companies and further details can be
found in his biography in the Annual Report. Brian will stand for election at
the forthcoming Annual General Meeting (AGM).
Also as announced on 17 December, Gordon Humphries has informed the Board of
his decision to retire as a Non-executive Director following the conclusion of
the AGM in April 2025 and will not stand for re-election. Gordon has served on
the Board and as Chair of the Audit and Risk Committees for a number of years,
providing valuable insight and wise counsel from his wide sector experience
and market knowledge. During his tenure he has helped to oversee the growth of
your Company through multiple fund raisings and, importantly, the transition
of the portfolio from one weighted towards AIM investments to the well
diversified portfolio of predominantly dynamic, growth focused companies that
exists today. On behalf of my fellow Directors and the Manager, I wish to
extend my sincere thanks to Gordon for his invaluable contribution and wish
him every success for the future.
Further to discussion and agreement by the Nomination Committee, the Board
confirms that following Gordon's retirement, Brian will be appointed Chair of
the Audit and Risk Committees.
Annual General Meeting (AGM)
The 2025 AGM will be held at Maven's London office, which is located at 6th
Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR on 29 April 2025. 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 strong year for exits in 2024, and with good levels of liquidity, the
strategy for the year ahead will remain focused on further expanding the
portfolio through the selective addition of dynamic and entrepreneurial
private companies that operate in high growth sectors and have the potential
to achieve scale over the medium term. Specific attention will also be placed
on progressing profitable exits in order to maximise Shareholder value and
maintain a regular pattern of dividend distributions.
Graham Miller
Chairman
12 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. Maven Capital Partners UK LLP (Maven or the Manager) was
appointed in February 2011 with a view to applying a new investment policy, as
set out below.
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/AQSE quoted
companies which meet the criteria for VCT qualifying investments and have
strong growth potential;
• investing no more than £1.3 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 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/AQSE quoted companies, which carry a higher level of risk appropriate skills, experience and resources required to achieve the
and lower liquidity relative to investments in larger 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 portfolio is diversified across a large number of
investee companies and a range of economic sectors, and is actively and
closely monitored.
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 Manager, on behalf of the Board, closely monitors the systems
cause a third party to fail to perform its duties and responsibilities or and controls in place to prevent or mitigate against a systems or data
experiences financial difficulties such that it is unable to carry on trading security failure.
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.
• The 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 obtained on initial investment and loss of tax all applicable and upcoming legislation, such that VCT qualifying status is
relief on any tax free income or capital gains received. Failure to meet the maintained.
qualifying 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 this 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 landscape 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.
Political risk • Political changes leading to uncertainty in markets, legislation • The Board regularly reviews the political situation, together with
and the economy. any associated changes to the economic, regulatory and legislative
environment.
Emerging risk Root cause Control measures
Global conflict and political instability • Escalating global conflict and political instability resulting in • The Board regularly reviews the investment portfolio with the
the potential for escalating prices, disruption to supply chains and general Manager, and the Manager works closely with portfolio companies to identify,
market uncertainty. and support the management of, any challenges resulting from global conflict
and political instability.
• The Board and the Manager are monitoring this risk closely and,
whilst this risk cannot be obviated entirely, the Company's investment
portfolio is diversified across a large number of companies and a range of
economic sectors and the Manager actively and closely monitors the progress of
portfolio companies.
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 this
Annual Report, in the Chairman's Statement, and in the Investment Manager's
Review. A review of the Company's business, its financial 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 investee companies by industry sector and demonstrate the
broadly spread end market exposure across the portfolio, and provide insight
into the age of the investments within the portfolio. The level of VCT
qualifying investment is monitored continually by the Manager and reported to
the Risk Committee quarterly or as otherwise required.
Key Performance Indicators (KPIs)
During the year, the net return on ordinary activities before taxation was
£4,137,000 (2023: a loss of £3,095,000), the gain on investments was
£5,320,000 (2023: a loss of £2,419,000) and the earnings per share were
2.00p (2023: a loss of 1.62p). The Directors also consider a number of 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 History table in the Annual
Report and definitions of the APMs can be found in the Glossary, also in the
Annual Report. In addition, the Board considers the following to be KPIs:
• NAV total return;
• cumulative dividends paid;
• share price discount to NAV;
• share price total return; and
• the ongoing charges ratio (OCR).
The NAV total return is the principal measure of Shareholder value as it
includes both the current NAV per share and the sum of dividends paid to date.
Cumulative dividends paid is the total amount of both capital and income
distributions paid since the launch of the Company. During the year under
review, the Directors adopted an enhanced dividend policy and will now seek to
pay dividends to provide a yield which represents 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 is lower than the NAV per share. Share price
total return is the theoretical return, including reinvesting each dividend in
additional shares in the Company at the closing mid-market price on the day
that the shares go ex-dividend. 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 2.33%
(2023: 2.44%) 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, and the profile of the portfolio is reflected in the Summary of
Investment Changes in the Annual Report. The Board also reviews the Company's
operational expenses on a quarterly basis as the Directors consider that this
is an important component in the generation of Shareholder returns. Further
information can be found in Notes 2 and 4 to the Financial Statements in the
Annual Report.
Your Board continues to believe that a blended portfolio of private companies
and AIM quoted holdings provides the optimal structure for delivering long
term growth in Shareholder value. However, as detailed in the Chairman's
Statement, the Manager will remain cautious on any new AIM investments.
There is no market standard VCT index against which to compare the financial
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 graphs in the Annual Report
compare the Company's performance against that Index. The Directors, on a
quarterly basis, carry out a review of peer group NAV total return numbers to
assess the relative performance against the most appropriate peer group VCT
competitors. The Directors also consider non-financial performance measures
such as the flow of investment proposals and the Company's ranking within the
VCT sector.
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 the Company 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
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 the strategies of other VCTs in its
peer group, the Directors agreed an enhancement to the dividend policy and now
The Company reports formally to Shareholders by publishing Annual and Interim target an annual dividend of 6% of the NAV per Ordinary Share at the
Reports. In the instance of a corporate action taking place, the Board will immediately preceding year end. Further details regarding dividends for the
communicate with Shareholders through the issue of a Circular and, if year under review, and the new, enhanced dividend policy, can be found in the
required, a Prospectus. In addition, significant matters or reporting Chairman's Statement in the Annual Report.
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 buy-back policy, with the intention that share buy backs
The Secretary acts as a key point of contact for the Board and communications will be conducted with a view to maintaining a share price discount that is
received from Shareholders are circulated to the whole Board. approximately 5% below the latest published NAV per share. Further details can
be found in the Chairman's Statement and in the Directors' Report in the
Annual Report.
The Manager also publishes its bi-annual newsletter, which is available on the
Manager's website, mavencp.com (https://mavencp.com) and provides regular
portfolio updates by email. In making the decision to launch the current Offer for Subscription, the
Directors considered that it would be in the interest of Shareholders to
continue to grow the portfolio, making investments across a diverse range of
sectors, via both new and follow on investments. 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, which 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
Offer for Subscription can be found in the Chairman's Statement.
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, and the Directors challenge the Manager on practice corporate governance, exercising voting rights where needed. The
both portfolio company performance and valuation and, where they feel it is Board has delegated the responsibility for monitoring the portfolio companies
appropriate, on the Manager's monitoring role. to the Manager and has given it discretion to vote in respect of the Company's
holdings in the investment portfolio, in a way that reflects the concerns and
key governance matters discussed by the Board.
The Manager communicates directly with each private investee company, normally
through the Maven representative who sits on its board.
Meeting with the management teams of the private investee companies gives the
Board a better understanding of the investee business.
From time to time, the management teams of the private investee companies give
presentations to the Board.
The Board is also mindful that, as the portfolio expands and the proportion of
early stage investment increases, follow-on funding will represent an
important part of the Company's investment strategy and this forms a key part
of the Directors' discussions in relation to valuations, risk management and
fundraising.
Manager
The Manager attends the quarterly Board Meetings and presents a detailed The Board ensures that the Manager implements the investment objective and
portfolio analysis and reports on key issues such as VCT compliance, strategy, in accordance with the terms of the Management and Administration
investment pipeline, the utilisation of any new monies raised, share Deed, and in compliance with the VCT, and other, regulations. On an annual
liquidity, and peer group performance. In addition, when required, the Manager basis, the Board conducts a review of the Manager's performance and management
will communicate with the Board between Board Meetings, including the fee, as part of its decision to re-appoint the Manager.
notification of any new investments and realisations.
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 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. On behalf of the Board, the Manager reviews the performance of all third party
service providers on an annual basis, including ensuring compliance with GDPR,
and reports to the Board. The Directors will take action should there be
unsatisfactory performance by a third party service provider.
Banks and Custodian
Regular statements and control reports received, with all holdings and On behalf of the Board, the Manager reviews the performance of all third party
balances reconciled. service providers on an annual basis, including oversight of securing the
Company's assets, and reports to the Board. The Directors will take action
should there be unsatisfactory performance by a third party service provider.
Employee, Environmental and Human Rights Policy
The Company has no direct employee or environmental responsibilities, nor is
it directly responsible 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. The Company has no employees and,
accordingly, has no requirement to report separately on employment matters.
The Board comprises three male Directors and one female Director 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 Investment
Manager's Review and 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 oversees the collation of the information
received from the investee companies for the benefit of the Board and helps
support 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 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:
Graham Miller
Director
12 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 - 5,320 5,320 - (2,419) (2,419)
Income from investments 974 - 974 736 - 736
Other income 205 - 205 187 - 187
Investment management fees (487) (1,461) (1,948) (284) (851) (1,135)
Other expenses (414) - (414) (460) (4) (464)
Net return on ordinary activities before taxation 278 3,859 4,137 179 (3,274) (3,095)
Tax on ordinary activities - - - - - -
Return attributable to Equity Shareholders 278 3,859 4,137 179 (3,274) (3,095)
Earnings per share (pence) 0.13 1.87 2.00 0.09 (1.71) (1.62)
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 19,539 20,068 825 (874) 8,800 16,757 (1,555) 63,560
Net return - - - 222 5,098 (1,461) 278 4,137
Dividends paid - - - - - (4,009) (311) (4,320)
Repurchase and cancellation of shares (964) - 964 - - (2,966) - (2,966)
Net proceeds of share issue 2,095 4,461 - - - - - 6,556
Net proceeds of DIS issue* 137 285 - - - - - 422
At 30 November 2024 20,807 24,814 1,789 (652) 13,898 8,321 (1,588) 67,389
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 17,638 15,063 691 404 9,941 20,448 (1,734) 62,451
Net return - - - (1,278) (1,141) (855) 179 (3,095)
Dividends paid - - - - - (2,400) - (2,400)
Repurchase and cancellation of shares (134) - 134 - - (436) - (436)
Net proceeds of share issue 1,957 4,819 - - - - - 6,776
Net proceeds of DIS issue* 78 186 - - - - - 264
At 30 November 2023 19,539 20,068 825 (874) 8,800 16,757 (1,555) 63,560
*DIS represents the Dividend Investment Scheme as detailed in the Chairman's
Statement.
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 £6,633,000 (2023: £7,600,000) 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 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 2024
30 November 2024 30 November 2023
£'000 £'000
Fixed assets
Investments at fair value through profit or loss 58,704 59,736
Current assets
Debtors 612 633
Cash 9,234 3,492
9,846 4,125
Creditors
Amounts falling due within one year (1,161) (301)
Net current assets 8,685 3,824
Net assets 67,389 63,560
Capital and reserves
Called up share capital 20,807 19,539
Share premium account 24,814 20,068
Capital redemption reserve 1,789 825
Capital reserve - unrealised (652) (874)
Capital reserve - realised 13,898 8,800
Special distributable reserve 8,321 16,757
Revenue reserve (1,588) (1,555)
Net assets attributable to Ordinary Shareholders 67,389 63,560
Net asset value per Ordinary Share (pence) 32.39 32.53
The Financial Statements of Maven Income and Growth VCT 5 PLC, registered
number 04084875, were approved and authorised for issue by the Board of
Directors and were signed on its behalf by:
Graham Miller
Director
12 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 (619) (1,136)
Cash flows from investing activities
Purchase of investments (11,205) (24,207)
Sale of investments 17,678 5,220
Net cash flows from investing activities 6,473 (18,987)
Cash flows from financing activities
Equity dividends paid (4,320) (2,400)
Issue of Ordinary Shares 7,174 7,148
Repurchase of Ordinary Shares (2,966) (436)
Net cash flows from financing activities (112) 4,312
Net increase/(decrease) in cash 5,742 (15,811)
Cash at beginning of year 3,492
19,303
Cash at end of year 9,234 3,492
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
1. Accounting policies
The Company is a public limited company, incorporated in England and 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
(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 which 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 25% to revenue and 75% 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 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 which 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 during 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 the portfolio
management team of Maven. The resultant valuations are subject to detailed
scrutiny and approval by the Directors of the Company.
5. In accordance with normal market practice, investments listed 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 share issue costs, including £247,609
trail commission (2023: £107,964). 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:
206,787,441 189,817,409
Weighted average number of Ordinary Shares
£278,000 £179,000
Revenue return £3,859,000 (£3,274,000)
Capital return
Total return £4,137,000 (£3,095,000)
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 as at that date of
2024: 208,074,650 Ordinary Shares (2023: 195,399,711 Ordinary Shares).
Directors' Responsibility Statement
The Directors confirm 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 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 Tuesday, 29 April 2025, commencing
at 11.30am, at the offices of Maven Capital Partners UK LLP, 6(th) Floor,
Saddlers House, 44 Gutter Lane, London, EC2V 6BR.
Copies of this announcement and copies of the Annual Report and Financial
Statements for the year ended 30 November 2024, will be available to the
public at the offices of Maven Capital Partners UK LLP, Kintyre House, 205
West George Street, Glasgow G2 2LW; at the registered office of the Company,
6(th) Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR; and on the
Company's webpage at mavencp.com/migvct5 (http://www.mavencp.com/migvct5) .
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 which was unqualified and did not constitute statements under
S498(2) or S498(3) of the Companies Act 2006.
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 2024 Annual Report will 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
12 March 2025
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. END FR UUVNRVAUOAARRecent news on Maven Income and Growth VCT 5
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AnnouncementREG - Maven Inc&Grwth 5 - Result of AGM
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