Maven Grwth 3 Regulatory News (MIG3)

Maven Income and Growth VCT 3 PLC

Announcement of Half-yearly Report

Interim Review

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 2014, a combination of valuation uplifts, investment returns and realisation proceeds has resulted in a further increase in NAV total return, to

123.90p per share.

During the reporting period the Maven team has continued to source suitable investment opportunities in profitable UK businesses, and the asset base now includes 46 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 dividend of 2.00p per share at the half-year.

Several significant new private companies were added to the portfolio during the six month period. In December 2013, Maven led the management buy-out of R&M Engineering, an oil & gas services business, and in the same month a development capital funding package was provided to specialist tyre manufacturer D Mack. In February 2014, Maven supported the management buy-out of SPS from 4imprint Group and drawdowns commenced on the committed first ranking secured mezzanine loan to Maven Capital (Llandudno).

In March 2014, Maven led an investment in London headquartered ISN Solutions Group, an IT support and services business, and in the following month, supported the buy-in/management buy-out of RMEC Group.

Highlights

• NAV total return of 123.90p per share at 31 May 2014, up 4.45p (3.7%) from 30 November 2013;

• NAV at period end of 84.20p per share after payment of the final dividend of 3.25p;

• Five new investments added to the portfolio; and

• Interim dividend declared of 2.00p per share (2013:2.00p)

Dividends

The Board has declared an interim dividend of 2.00p per Ordinary Share, comprising 1.00p of revenue and 1.00p of capital, to be paid on 29 August 2014 to Shareholders on the Register at 8 August 2014. After receipt of the interim dividend, Shareholders who invested in the Company at the outset will have received 41.70p per share in tax-free dividends.

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. Torridon (Gibraltar) has grown to become one of Europe's leading insurers since Maven led a public-to-private transaction in early 2010. Trading through its subsidiary, Elite Insurance, and specialising in legal expenses, professional indemnity and general insurance, the business has demonstrated impressive growth and continues to diversify in the wake of the Jackson Review, which was implemented in April 2013 and impacted on civil litigation costs in England and Wales. The team has successfully expanded the product range, pursuing new lines of general cover such as pet and motor insurance, and expanding into new markets including Germany, France, Italy and Spain.

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. This system provides automated cash management technology and real-time transaction monitoring. Profitability is expected to grow through 2014 as additional orders are placed and new customers are won from a strong pipeline.

Maven Co-invest Exodus, which is invested in Six Degrees Group, was established in 2011 to implement a buy & build strategy for the group, which has now completed 13 acquisitions in the telecommunications and IT sectors. The company is now a broad based telecommunications service sector business centred on the converging of mobile, fixed-line, broadband, internet and IT technology businesses, which delivered annual sales of £51.5 million for the year ended 31 March 2013.

A follow-on investment was made in Glacier Energy Services Group, an oil & gas service business headquartered in Aberdeen that is focused on growth within its core UK market. This investment funded the acquisition of Professional Testing Services, a business which provides a comprehensive range of non-destructive testing services to the oil & gas and renewable sectors.

New Investments

During the period your Company participated in five new private equity transactions, alongside follow-on investments supporting the development of existing portfolio companies.

· D Mack, a business based in Carlisle that designs and sells high performance tyres to the motorsport, truck and passenger markets, and which has already established partnership agreements in 72 countries across the world;

· R&M Engineering, a long established business that provides integrated engineering services to the North Sea oil & gas industry, with the ability to undertake a full service offering including design, machining and final fabrication. The business plans to expand into new markets through the development of a laser survey & scanning division, to provide a 3D survey capability using advanced scanning technology and software;

· SPS (EU), the UK's market leading supplier of branded promotional merchandise, operating from a modern, well invested site in Blackpool is well placed to expand by developing new products into an improving economy;

· ISN Solutions, a business headquartered in London that provides consultancy, project management and outsourced IT services to a niche client base in the upstream exploration and production oil & gas sector; and

· RMEC Group, a specialist provider of engineering solutions and pressure control equipment to the oil & gas industry.

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 £24.9 million.

Realisations

In March 2014, Llanllyr Water Company was sold to a US private company for a combination of cash and secured loan notes, and the mezzanine loan provided to Tuscola (FC100) was repaid in full during May 2014.

The Manager is currently 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 during the reporting period.

1 Holding acquired and realised during the period.

2 Proceeds exclude yield and redemption premiums received, which are disclosed as revenue for financial reporting purposes.

Material Developments Since the Period End

Since 31 May 2014, three follow-on investments have been completed in existing portfolio companies including the provision of funding to enable Kelvinlea to acquire Moriond in a transaction that will create synergies in the marketing process for the sale of the remaining residential properties held by both companies. One new private company asset was added to the portfolio when, in June 2014, Maven led a secondary buy-out of Just Trays from Gresham Private Equity. Just Trays is the UK's leading manufacturer of shower trays and related accessories, with all product design, development and production undertaken at its main facility in Leeds.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2013 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 level

of 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 legislative, regulatory, 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 your Board and monitored continually by the Manager, and the Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be met.

Whilst your Company and the Manager are registered in England, a number of the investee businesses are located in Scotland, and it is acknowledged that there is some uncertainty arising from the referendum on Scottish independence due to take place on 18 September 2014. Should the vote be for independence the Board considers that there will be a transition period during which there will be an opportunity to assess the impact and take any appropriate action.

Fund Raising

In September 2013, the Company announced that it planned to raise up to £4 million in a joint Offer for Subscription alongside the other Maven VCTs. The first allotment under the Offer took place on 3 February 2014 when 2,872,393 new Ordinary Shares were issued, and a further allotment of 1,526,733 new Ordinary Shares took place on 5 April 2014.

The Offer was fully subscribed by 4 April 2014, and closed on 5 April 2014 in relation to the tax year 2013/14. In consideration of certain provisions contained within The Finance Bill 2014, which could have had adverse tax consequences for the Company and its Shareholders, the Board decided to postpone the issue of new shares under the Offer in respect of the 2014/15 tax year until there was certainty that the allotments could take place without contravening the new rules. HM Treasury has now clarified the operation of the proposed changes to regulations, and the Offer was subsequently

closed on 30 May 2014. A final allotment of 654,877 new Ordinary Shares took place on 1 July 2014, using the overallotment facility set out in the Prospectus.

The Company may use the money raised under the Offer to pay dividends 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 Offer will also provide additional liquidity for the Company to make further later-stage 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. The Board notes that the discount to NAV has widened slightly during the 'close period', and is committed to buying back shares, 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 in the range of 5% to 10% to the prevailing NAV per share. No Shares were bought back during the period under review.

VCT Regulatory Developments

The AIFM Directive came into force on 21 July 2011 and was implemented within the UK on 22 July 2013. The Board and the Manager have engaged legal advisers to ensure that the impact of the legislation has been considered fully, and the Directors have taken the decision to register Maven Income and Growth VCT 3 PLC as a self-managed registered AIFM. This will enable the Company to take advantage of the reduced reporting requirements available to small investment companies and avoid the direct and indirect costs of appointing a depositary. The application was submitted on 22 January 2014 and the Company was registered on 22 July 2014. Procedures have been put in place to ensure compliance with the Directive.

The Association of Investment Companies (AIC) has participated in a consultation process to ensure the Government's continued long-term support for the VCT sector by addressing concerns from HM Treasury that enhanced shared buy-back (EBB) schemes conflict with the public policy objectives of

VCTs. Whilst it is proposed that the buy-back and cancellation of shares will continue to be permitted, it is the Government's intention that EBBs will be prohibited.

HM Treasury has published draft legislation to address its concerns about the use of share premium accounts to return capital to investors, which will prevent VCTs returning capital within three years of the accounting period in which the shares were issued. These changes are effective from 6 April

2014 but, as the provisions might have affected the ability to pay dividends out of reserves created from the reduction of share premium or capital where a VCT had issued shares of the same class before and after 5 April 2014, the AIC sought clarification on this matter. HMRC has confirmed that it is the intention that the new rule will apply only in respect of returns of capital from shares issued on or after 6 April 2014, and that the draft legislation will be amended prior to receiving Royal Assent.

Distribution of Annual and Interim Reports

A number of Shareholders have expressed an interest in receiving notification, by post or e-mail, that documents including annual and interim reports are available on the Company's website, rather than in hard copy by post, as provided for under the Articles of Association. A letter of request is included with this Interim Report for Shareholders to complete and return to confirm whether or not they wish to take advantage of this facility. It should be noted that the option to receive hard copies of documents will still be available. Those shareholders who do not respond will be deemed to have given their consent to receiving only postal notifications that documents are available on the website.

Dividend Reinvestment Scheme

The Directors intend to implement a Dividend Reinvestment Scheme through which Shareholders may elect to have their dividends applied to the purchase of new Ordinary Shares issued by the Company under the standing authority conferred by Shareholders at the Annual General Meeting held on 30 April 2014. Shares so issued qualify for tax relief as they are newly issued shares but have the additional advantage that there is no premium payable as would be the case with the issue of new shares under a prospectus. Details of the scheme and an application form will be issued in advance of the payment of the final dividend for the year ending 30 November 2014.

Board of Directors

Your Board has previously intimated its intention to implement a succession plan, and has agreed in principle that it would be advantageous to reduce the number of independent directors by one, from four to three, as part of this process. Atul Devani was appointed to the Board on 5 April 2014, and was subsequently elected as a Director at the Annual General Meeting on 30 April 2014, at which Stephen Wood stood down. Further changes in Board membership are likely to take place within the next two to three years, and confirmation of any future changes to the Board will be communicated fully to Shareholders in due course.

Outlook

Your Company will continue to focus on investing at attractive entry values in established UK businesses that are capable of generating income and have significant potential for capital

appreciation. The Board and the Manager believe this strategy continues to be the optimal approach to support a progressive dividend programme and to deliver consistent growth in Shareholder value.

Directors' Responsibility Statement

The Directors confirm that to the best of their knowledge:

· the Financial Statements have been prepared in accordance with applicable accounting standards and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" 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 ended 30 November 2014; 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 to them.

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

29 July 2014

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.

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

29 July 2014

ENDS

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.