Maven Grwth 3 Regulatory News (MIG3)

Maven Income and Growth VCT 3 PLC

Announcement of Half-yearly Report

Highlights

• NAV total return of 130.5p per share at 31 May 2015, an increase of 1.8% from 128.2p at 30 November 2014;

• NAV at period end of 88.8p per share after payment of the final dividend of 3.5p;

• Six new investments added to the portfolio; and

• Interim dividend declared of 2.00p per share (2014:2.00p)

Overview

The continuing objective for your Company is to achieve long term capital appreciation and generate maintainable levels of income for Shareholders, by investing in a diversified portfolio of later-stage private businesses and AIM/ISDX quoted companies with established revenue streams and strong growth potential. During the six month period to 31 May 2015, this strategy has delivered a further increase in NAV total return, to 130.5p per share.

During the reporting period the Maven team has continued to source investment opportunities in mature businesses across the UK, and the asset base now includes 47 private companies, the majority of which are trading in line with or ahead of plan, and paying a regular yield. This revenue is an important component in your Company's ability to sustain an attractive level of tax-free distributions to Shareholders, and consequently your Board is pleased to declare a maintained interim dividend of 2.0p per share at the half-year.

We are pleased to note that, in June 2015, Maven was named as Private Equity House of the Year at the 2015 M&A Awards. This category recognises managers that have displayed the keenest judgement and opportunism in completing acquisitions or exit transactions during the year, including an acknowledgement of their contribution in increasing the value of investee businesses.

Maven has also been shortlisted for Private Investor Network of the Year at the 2015 Investor Allstars Awards which, now in its thirteenth year, is one of the leading events in the European entrepreneurial and investment community, aiming to celebrate success across the SME investment space.

Dividends

The Board has declared an interim dividend of 2.0p per Ordinary Share, comprising 1.0p of revenue and 1.0p of capital, to be paid on 28 August 2015 to Shareholders on the Register at 31 July 2015. Since the Company's launch, and after receipt of the interim dividend, Shareholders will have received 47.2p per share in tax-free dividends. The effect of paying the dividend will be to reduce the NAV of the Company by the total cost of the distribution.

Portfolio Developments

The private equity portfolio has generally performed well, and strong trading results have led to valuation uplifts for a number of companies operating in a range of sectors.

Trading results for Nenplas Holdings, a manufacturer of plastic extrusions used in a variety of retail and general trades, have continued to exceed expectations following the successful integration of two complementary acquisitions. The business has benefited from manufacturing efficiency gains and lower raw material costs, together with strong demand in its core leisure and building products markets.

Industrial cleaning services supplier Steminic, which trades as MSIS, has grown into a major provider of cleaning, coatings and inspection services since Maven clients first invested in 2007. The company has recorded its most successful year ever, with earnings increasing on the back of investment in new plant and equipment and a widening of the customer base which grew by 60% in the year. Subsequent to the period end MSIS was sold to Primary Capital for £19.5 million.

The financial performance of cash management specialist Cash Bases improved significantly in 2013 on the back of a multi-million pound contract from Tesco PLC for the company's innovative SMARTtill product, which provides automated cash management technology and real-time transaction monitoring. Profitability levels were maintained throughout 2014, and several SMARTtill trials and pilots are taking place in both the UK and Europe which management are confident will result in further customers being secured.

Westway Services Holdings, a provider of technical facility services, has a proven track record of delivering a reliable and quality service to its clients across a broad range of planned and reactive maintenance projects. The business enjoys a longstanding relationship with M&S and, in light of recent contract wins, the directors expect revenues in the current financial year to exceed £55 million.

Maven managed VCTs first invested in Just Trays (JT), the UK's leading manufacturer of shower trays and related accessories, in June 2014 and subsequently the business has increased its customer base and extended its product range. The JT brand has received a number of industry awards, including being recognised as 'Shower Brand of the Year' at the inaugural BKU awards in July 2015.

SPS (EU), the UK's largest provider of promotional merchandise, has experienced excellent growth under private ownership since Maven clients supported the management buy-out in February 2014. In June 2015 SPS completed the self-funded complementary acquisition of High Profile, a manufacturer of bespoke products, increasing the product range and production capability of the business.

In light of current trading your Board has taken the prudent step to reduce the valuations in respect of D Mack and Maven Co-invest Fletcher.

New Investments

During the period, alongside the provision of funding to support the development of three existing portfolio assets, your Company participated in three new investments in established private companies:

• Fathom Systems Group, a business that provides an extensive range of engineered products for a global bluechip client base. The diving control systems which Fathom develops are critical to subsea processes and, due to their high safety standards and reliability, are used widely across the diving industry;

• CB Technology Group, a long established contract electronics manufacturer that assembles and tests printed circuit boards and is focused on delivering technically challenging projects from its state of the art facility in Livingston. The company operates in a wide range of industries and is well known for its high-reliability products; and

• Flow UK Holdings, a specialist IT security business based in Hertfordshire that provides flexible networking security solutions to customers throughout the UK and Ireland. The business aims to grow organically by increasing its sales team and to add scale through a buy & build strategy. Additionally, your Company invested in three businesses incorporated by Maven in the industrials, engineering and insurance sectors.

Additionally, your Company invested in three businesses incorporated by Maven in the industrials, engineering and insurance sectors.

The following investments have been completed during the period:

At the period end, the portfolio stood at 59 unlisted and quoted investments at a total cost of £25.4 million.

Realisations

Whilst there have been no private equity exits during the reporting period, as at the date of this report, the Manager is engaged with several investee companies and prospective acquirers at various stages of a potential exit process. This realisation activity reflects the increasing maturity of a number of holdings, but it should be noted that there can be no certainty that these discussions will lead to profitable sales.

The table below gives details of all realisations, including deferred considerations received, during the reporting period.

The table above includes the redemption of loan notes by a number of investee companies.

One unlisted investment was struck off the Register during the period, resulting in a realised loss of 722,000 (cost £722,000). This had no effect on the NAV as a full provision had been made in earlier periods.

Material Developments Since the Period End

Since 31 May 2015 one new private company asset has been added to the portfolio. In June 2015 an investment was completed in Cursor Controls, a manufacturer of trackball pointing solutions which are utilised in a number of industrial applications. Based in Newark, Cursor is widely recognised as a global market leader, with over 1,200 trackball variants in its product portfolio.

In June 2015, funds affiliated with Boston-based private equity firm Charlesbank Capital Partners entered into an agreement to acquire Six Degrees Group and, in the same month, Steminic (trading as MSIS) was sold to UK private equity house Primary Capital, achieving a 3.3 times total return on cost over the life of the investment. Maven clients first invested in Steminic in 2007 and provided additional funding in subsequent years to facilitate growth, enabling the business to more than double its revenues and increase profitability three fold since the original investment.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2014 Annual Report, and are the risks associated with investment in small and medium sized unlisted and AIM/ISDX quoted companies, which by their nature, entail a higher risk and lower liquidity than investments in large quoted companies. The valuation of investee companies may be affected by economic conditions and the credit environment, and other risks include legislation, regulation, adherence to VCT qualifying rules and the effectiveness of the internal controls operated by the Company and the Manager. These risks and procedures are reviewed regularly by the Audit and Risk Committee and reported to your Board. The Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be met.

Fund Raising

In October 2014 the Company announced that it planned to raise up to £4.0 million in an Offer for Subscription alongside Offers by Maven Income and Growth VCT, Maven Income and Growth VCT 2, Maven Income and Growth VCT 4 and Maven Income and Growth VCT 5. All of the VCTs, including the Company, reached their fund raising target ahead of schedule and the Offers have now closed. The first allotment under the Offer took place on 20 February 2015, when 4,070,784 new Ordinary Shares were issued, and a further allotment of 513,708 new Ordinary Shares took place on 13 April 2015.

The Company may use the money raised under the Offer to pay dividends (subject to meeting the requirements of the return of capital legislation effective from 6 April 2014) and general running costs, thereby preserving for investment purposes an equivalent sum of more valuable 'old money' which operates under more advantageous VCT regulations. The proceeds of the Offers will also provide additional liquidity for the Company to make further investments, and enable it to spread its costs over a larger asset base to the benefit of all Shareholders.

Share Buy-backs

Shareholders have given the Board authority to buy back Shares for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders. It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, Shares will be bought back at prices representing a discount of between 5% and 10% to the prevailing NAV per share. During the period under review, 225,000 Shares were bought back at a total cost of £174,000.

VCT Regulatory Developments

The 2015 Budget announced a package of changes to the VCT scheme, including a new age limit on companies qualifying for investment and a new cap on total EIS/VCT investment that a company can receive. As the limits proposed are higher than those provided for under European Union (EU) requirements, and are therefore subject to State Aid approval, the legislation has not been published in the Finance Bill 2015; a consultation period for comments on the draft legislation closed on 15 May 2015.

On 15 April, HM Revenue & Customs published guidance on how it intends to apply the proposed new EU rule changes to investments made between 6 April 2015 and the date the EU grants State Aid approval, which involves new procedures in particular circumstances where investments exceed the basic limits of seven years and €15 million in total.

This has resulted in a degree of uncertainty as to whether or not specific new investments made after 6 April will be VCT qualifying, and may restrict the number and range of laterstage small and medium-sized enterprises that are available for your Company to invest in.

Distribution of Annual and Interim Reports

Shareholders are able to elect to receive postal or e-mail notifications that documents, including Annual and Interim Reports, are available on the Company's website as an alternative to receiving hard copies by post. A letter of request has been provided with previous Annual and Interim Reports, which Shareholders could complete to confirm whether or not they wished to take advantage of this facility. In the absence of a letter being returned, a Shareholder will have been deemed as having given their consent to receiving only postal notifications that documents are available on the website. Therefore, Shareholders who have previously made an election for postal notification, or who elected not to respond, will have received notification by post of the publication of this Interim Report on the Company's website.

Shareholders who wish notifications to be sent by e-mail rather than by post should advise the Registrar via the Share Portal at www.capitashareportal.com. Hard copies of all documents are available on request.

Dividend Investment Scheme (DIS)

The Directors have agreed to continue to offer a DIS through which Shareholders may elect to have their dividend payments used to apply for additional Ordinary Shares issued by the Company under the standing authority requested from Shareholders at Annual General Meetings.

Existing Shareholders whose Shares are held in certificated form (that is, not in CREST) and have previously had their application accepted, and who have not terminated their participation in the scheme, will automatically receive new Ordinary Shares in respect of the interim dividend for the year ending 30 November 2015.

Participants whose Shares are in uncertificated form in CREST are required to apply using the CREST procedure on each occasion they wish to receive new Shares in respect of their dividends and, therefore, those who wish to do so in respect of the above interim dividend are required to submit a CREST instruction, by the election date of 14 August 2015, otherwise they will receive their entitlement in cash.

Full details of the scheme, together with a mandate form, are being made available alongside this Interim Report to enable all Shareholders to take advantage of the DIS in respect of the interim dividend for the year ending 30 November 2015. Shareholders wishing to do so should ensure that a mandate form, or CREST instruction if appropriate, is submitted by no later than the election date.

Shares issued under the DIS will qualify for VCT tax reliefs applicable for the tax year in which they are allotted. Under current VCT legislation, dividends that are invested will be eligible for income tax relief at 30% of the amount invested, subject to an annual investment limit of £200,000, in aggregate, per individual for all investments into new VCT Shares in a tax year.

Board of Directors

Your Board has previously intimated its intention to implement a succession plan and, as detailed in the 2014 Annual Report, Gregor Michie has indicated that he will stand down and not seek re-election following conclusion of the Annual General Meeting (AGM) to be held in 2016. Keith Pickering was appointed as a Director on 15 April 2015 and, as previously stated, Alec Craig will stand down at the AGM to be held in 2017.

Outlook

Your Company will continue to focus on investing principally in mature UK businesses, which are each capable of generating a high level of income and offer the potential to achieve capital appreciation on realisation. The Board and the Manager believe that this strategy, which has been employed over a number of years, will continue to deliver steady growth in Shareholder value and support a progressive dividend programme.

Directors' Responsibility Statement

The Directors confirm that to the best of their knowledge:

· the Financial Statements for the six months ended 31 May 2015 have been prepared in accordance with applicable accounting standards and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies' issued in January 2009

· the Interim Management Report includes a fair review of the information required by DTR 4.2.7R in relation to the indication of important events during the first six months, and of the principal risks and uncertainties facing the Company during the second six months, of the year ending 30 November 2015; and

· the Interim Management Report includes adequate disclosure of the information required by DTR 4.2.8R in relation to material related party transactions and any changes therein.

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

10 July 2015

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

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

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

Other information

Copies of this announcement will be available to the public at the registered office of the Company at 1 - 2 Royal Exchange Buildings, London, EC3V 3LF, on the Company's website at www.mavencp.com/migvct3 and at the National Storage Mechanism.

Neither the content of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

10 July 2015