Maven I&g Vct5 Regulatory News (MIG5)

Maven Income and Growth VCT 5 PLC

Final results for the year ended 30 November 2018

The Directors report the Company's financial results for the year ended 30 November 2018

Highlights

· NAV total return at the year end of 78.89p per share (2017: 75.89p)

· NAV at the year end of 37.54p per share (2017: 38.24p), after payment of a 3.70p per share dividend during the year

· Annual dividend of 3.70p per share (2017: 3.20p)

· AIM concentration reduced to 30.2% of net assets (2017: 32.8%)

· Offers for Subscription launched with £14.6 million of new capital raised to date

· Completion of 17 VCT qualifying new and follow-on investments

· Three profitable private company exits completed

STRATEGIC REPORT

Chairman's Statement

On behalf of your Board, I am pleased to report on another year of growth for your Company. During the period under review, NAV total return increased by 3.95% to 78.89p per share, further demonstrating the successful implementation of the investment strategy that has been applied by Maven since being appointed as Manager in 2011. This positive result reflects the generally encouraging performance of the unlisted portfolio, including a number of profitable exits, supported by appreciation in the share prices of several core AIM holdings, and the realisation of over £2 million through partial and complete AIM disposals. It has also been an active period for investment with the addition of nine new private company holdings operating across a broad range of sectors and the completion of eight follow-on investments. The liquidity provided by the current Offer for Subscription will facilitate the further expansion of the portfolio in the new financial year. Your Board remains committed to making tax-free distributions wherever possible, and the dividend for the financial year was 3.70p per share, which represents a yield of 10.69% based on the share price at the year end.

On 26 September 2018, your Company launched a new Offer for Subscription to raise up to £15 million, with an over-allotment facility for up to a further £5 million. On 21 December 2018, 23,534,337 new Ordinary Shares were allotted in respect of £8.94 million of valid applications received following the end of the early investment incentive period. Subsequently, further applications of approximately £5.61 million have been received, bringing the total amount raised to date to £14.6 million. The Board announced on 20 February 2019 its intention to use the over-allotment facility as valid applications received had approached the initial fundraising target of £15 million. This new capital provides your Company with significant liquidity to facilitate the continued expansion of the portfolio by investing in a wide range of carefully selected VCT qualifying growth companies that offer the prospect of capital gains.

The Directors are encouraged by the level of investment activity that has been achieved during the year, particularly given the process for securing advanced assurance clearance from HM Revenue and Customs (HMRC), which has continued to cause delays to the completion of certain investments. Following enactment of the Finance Act 2015, which altered the investment parameters for VCT qualifying transactions, Maven has successfully adapted its deal origination strategy whilst concurrently expanding its investment team and nationwide presence to enable access to the widest possible pool of qualifying opportunities. Based on the pipeline of live transactions currently under review, your Board anticipates sustaining a healthy rate of investment in the new financial year, supplemented by follow-on commitments to support existing portfolio companies that are making commercial progress.

Since Maven was appointed as Manager, the strategy has been to gradually rebalance the portfolio towards private company holdings, whilst reducing the exposure to AIM. The proportion of net assets held in AIM holdings has now been at, or around, 30% for the past three years, reduced from 84% in 2011 when Maven was appointed. Whilst the majority of new investments will continue to be made in private equity holdings, given the positive contribution to performance that the AIM portfolio has delivered during the year, your Company may also make new investments in qualifying AIM quoted companies that offer attractive upside potential.

It is encouraging to report that, despite the political and economic uncertainty that has continued to surround the UK's intended exit from the European Union (EU), the portfolio of investee companies has generally performed in line with expectations. The continuing positive performance achieved by a number of established private company holdings has enabled their valuations to be increased. The younger and earlier stage investee companies have generally made satisfactory progress, although it may take time for this to translate into meaningful increases in valuation. The Board and the Manager will maintain a conservative approach to valuing these assets, holding them at cost, or cost less a provision, until there is clear evidence of measurable progress, or a specific event from which a new valuation level can be supported. Encouragingly, the oil & gas portfolio has witnessed a further steady improvement in trading performance, continuing the trend of the previous year. Elsewhere in the portfolio, there are a small number of investments that are operating behind plan or have experienced a market adjustment that has influenced performance and, as a result, the valuations of these assets have been reduced. As previously mentioned, the AIM portfolio delivered a positive result in the reporting period, providing the opportunity to crystallise gains in certain holdings. Details of the principal Key Performance Indictors can be found in the Business Report in the Annual Report and a summary of the Alternative Performance Measures can be found in the Financial Highlights in the Annual Report. A detailed analysis of portfolio developments can be found in the Investment Manager's Review in the Annual Report.

During the year, three noteworthy private company realisations were completed. In December 2017, the holding in SPS, the UK's largest provider of promotional merchandise, was exited at a premium to carrying value and delivered a total return of 2.5 times cost over the life of the investment. In February 2018, the exit was completed from Endura, a designer and manufacturer of high performance cycling apparel and accessories, for a total return of 1.6 times cost over the holding period. In October 2018, the holding in Cursor Controls, a niche manufacturer of trackballs, track pads and keyboards for industrial applications, was exited at a premium to carrying value, generating a total return of 2.7 times cost over the three-year investment period. The Board is aware that discussions are underway regarding further potential exits from a number of other portfolio companies, although there can be no certainty that these will result in profitable realisations.

Dividends

The Directors recognise the importance of tax-free distributions to investors. Shareholders should, however, be aware that the requirement to support younger and earlier stage businesses may, over time, result in less predictable capital gains and income flows. During the financial year, the Directors considered it necessary to distribute an enhanced interim dividend, as a result of the recent profitable realisations and in order to ensure ongoing compliance with the VCT regulations.

Accordingly, an interim dividend in respect of the year ended 30 November 2018 of 3.70p per Ordinary Share was paid on 13 April 2018 to Shareholders on the register at close of business on 16 March 2018. As no final dividend is proposed, the total distribution for the year is 3.70p per Ordinary Share, representing a yield of 10.69% based on a year-end closing mid-market price of 34.60p. Since the Company's launch, and after receipt of the interim dividend, Shareholders will have received 41.35p per share in tax-free income. The effect of paying dividends is to reduce the NAV of the Company by the total cost of the distribution.

Decisions on future distributions will take into consideration the adequacy of reserves, the proceeds from any further realisations and the VCT qualifying levels of the portfolio, all of which are kept under close and regular review by the Board and the Manager.

Dividend Investment Scheme (DIS)

Your Company has in place a DIS, through which Shareholders may elect to have their dividend payments used to apply for new Ordinary Shares issued by the Company under the standing authority requested from Shareholders at Annual General Meetings. Shares issued under the DIS should qualify for VCT tax relief applicable for the tax year in which they are allotted.

Shareholders who wish to participate in respect of future dividends should ensure that a DIS mandate or CREST instruction, as appropriate, is submitted to the Registrar (Link Market Services). The mandate form, terms & conditions and full details of the scheme are available from the Company's website. A DIS election can also be made using the Link Market Services share portal at www.signalshares.com.

Fund Raising

On 26 September 2018, the Directors of your Company, together with the board of Maven Income and Growth VCT

PLC, launched an Offer for Subscription for new Ordinary Shares for up to £30 million, in aggregate, with total over-allotment facilities of up to a further £10 million (£5 million for each company).

The first allotment of 23,534,337 new Ordinary Shares, in respect of the 2018/19 tax year, was made post the period end, on 21 December 2018. It is intended that further allotments for the 2018/19 tax year will take place before 5 April 2019 and an allotment for the 2019/20 tax year will take place on or before 26 April 2019. The Board is confident that this additional liquidity will enable your Company to continue to expand the portfolio by investing in earlier stage qualifying businesses that are capable of delivering sustainable growth and enhancing Shareholder value.

Further details regarding the new Ordinary Shares issued under the Offer for Subscription can be found in Note 12 to the Financial Statements in the Annual Report.

Share Buy-backs

Shareholders should be aware that the Board's primary objective is for the Company to retain sufficient liquid assets for making investments in line with its stated policy and for the continued payment of dividends. However, the Directors also acknowledge the need to maintain an orderly market in the Company's shares and have delegated authority to the Manager to buy back shares in the 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, 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 10% and 15% to the prevailing NAV per share.

Regulatory Developments

Following the legislative changes introduced by the Finance Act 2015, with further amendments included in the Finance

Act 2018, it is reassuring to report that the Finance (No.3) Bill 2017-19 does not propose any further amendments to the legislation governing VCTs. Your Company is well positioned to accommodate the provisions of the Finance Act 2018, and in particular the requirement for a VCT to hold 80% of its investments in qualifying holdings for financial periods ending after 6 April 2019. For your Company, this will be applicable from 30 November 2019 and progress towards this target is being monitored closely.

The General Data Protection Regulation (GDPR) came into force on 25 May 2018, replacing the Data Protection Act 1998. During the year, the Manager worked with the third parties that process Shareholders' personal data to ensure that their rights under the new regulation are respected.

In July 2018, the Financial Reporting Council published an update of the UK Corporate Governance Code (the Code), which focusses on the application and reporting of the updated Principles. The Code applies to all companies with a Premium Listing and is applicable for all accounting periods beginning on or after 1 January 2019. The Board will consider the implications of the Code and take appropriate action as required.

Succession Planning

I have informed the Board of my intention to step down as Chairman and from the Board at some point over the next twelve months. From next year I plan to spend significant time overseas which I believe is incompatible with continuing as Chairman of the Company. As a result, we will be starting a search process to recruit a new Non-executive Director.

Annual General Meeting (AGM)

As Shareholders are aware, AGMs have been held in Glasgow and London in alternate years in order to allow a wide range of Shareholders the opportunity to meet the Directors and the Manager. The 2019 AGM will therefore be held in the London office of Maven Capital Partners UK LLP on 30 April 2019, and the Notice of Annual General Meeting can be found in the Annual Report.

The Future

During the financial year, your Company has made further encouraging progress in line with its long-term investment objective and, notwithstanding the prevailing macro-economic uncertainty associated with the UK's withdrawal from the EU, your Board remains confident on the future prospects. In the forthcoming year, the Directors anticipate that the portfolio of investee companies will continue to expand as the proceeds from the current Offer for Subscription are deployed in a range of carefully selected high growth opportunities, sourced from Maven's extensive network of regional offices. Whilst these new investee companies will typically be younger or earlier stage, they should have the potential to deliver positive returns as they grow in value and reach maturity. During this transition, the existing portfolio of more established private company and AIM holdings should provide a stable base that is capable of supporting Shareholder returns.

Allister Langlands

Chairman

28 February 2019

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 venture capital trust, which 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, and changing the focus of the portfolio from AIM/NEX quoted companies to unquoted private company investments.

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/NEX quoted companies which meet the criteria for VCT qualifying investments and have strong growth potential;

• investing no more than £1.25 million in any company in one year and no more than 15% of the Company's assets by cost in one business at any time; and

• borrowing up to 15% of net asset value, if required and only on a selective basis, in pursuit of its investment strategy. The Board has no intention of approving any borrowing at this time.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company are as follows:

Investment Risk

The majority of the Company's investments are in small and medium sized unquoted UK companies and AIM/NEX quoted companies which, by their nature, carry a higher level of risk and lower liquidity than investments in large quoted companies. The Board aims to limit the risk attached to the investment portfolio as a whole by ensuring that a robust and structured selection, monitoring and realisation process is applied. The Board reviews the investment portfolio with the Manager on a regular basis.

The Company manages and minimises investment risk by:

• diversifying across a large number of companies;

• diversifying across a range of economic sectors;

• actively and closely monitoring the progress of investee companies;

• co-investing with other clients of Maven and other VCT managers;

• ensuring valuations of underlying investments are made fairly and reasonably (see Notes to the Financial Statements 1(e) and 1(f) for further details);

• taking steps to ensure that the share price discount is managed appropriately; and

• choosing and appointing an FCA authorised investment manager with the appropriate skills, experience and resources required to achieve the Investment Objective above, with ongoing monitoring to ensure the Manager is performing in line with expectations.

Financial and Liquidity Risk

As most of the investments require a mid to long-term commitment and are relatively illiquid, the Company retains a portion of the portfolio in cash and listed investments in order to finance any new unquoted investment opportunities. The Company has only limited direct exposure to currency risk and does not enter into any derivative transactions.

Economic Risk

The valuation of investment companies may be affected by underlying economic conditions such as fluctuating interest rates and the availability of bank finance. The economic and market environment is kept under constant review and the investment strategy of the Company is adapted so far as possible to mitigate emerging risks.

Credit Risk

The Company may hold financial instruments and cash deposits and is dependent on counterparties discharging their agreed responsibilities. The Directors consider the creditworthiness of the counterparties to such instruments and seek to ensure that there is no undue concentration of exposure to any one party.

Internal Control Risk

The Board regularly reviews the system of internal controls, both financial and non-financial, operated by the Company,

Maven and other key third party outsourcers such as the Custodian and Registrar. These include controls designed to ensure that the Company's assets are safeguarded, that all records are complete and accurate and that the third parties have adequate controls in place to prevent data protection and cyber security failings.

VCT Qualifying Status Risk

The Company operates in a complex regulatory environment and faces a number of related risks, including:

• becoming subject to capital gains tax on the sale of its investments as a result of a breach of Section 274 of the Income Tax Act 2007;

• loss of VCT status and the consequential loss of tax reliefs available to Shareholders as a result of a breach of the VCT regulations;

• loss of VCT status and reputational damage as a result of a serious breach of other regulations such as the FCA Listing Rules and the Companies Act 2006; and

• increased investment restrictions resulting from the EU State Aid Rules incorporated by the Finance (No. 2) Act 2015 and the Finance Act 2018.

The Company works closely with the Manager to ensure compliance with all applicable and upcoming legislation such that VCT qualifying status is maintained. Further information on the management of this risk is detailed under other headings in this Business Report.

Legislative and Regulatory Risk

In order to maintain its approval as a VCT, the Company is required to comply with current VCT legislation in the UK as well as the EU State Aid Rules. Changes to either legislation could have an adverse impact on Shareholder investment returns whilst maintaining the Company's VCT status. The Board and the Manager continue to make representations where appropriate, either directly or through relevant industry bodies such as the Association of Investment Companies (AIC) and the British Venture Capital Association (BVCA).

The Company has retained Philip Hare & Associates LLP as its principal VCT adviser and also uses the services of a number of other VCT advisers on a transactional basis.

Breaches of other regulations, including but not limited to the Companies Act 2006, the FCA Listing Rules, the FCA

Disclosure Guidance and Transparency Rules, the GDPR, or the Alternative Investment Fund Managers Directive (the AIFMD), could lead to a number of detrimental outcomes and reputational damage. Breaches of controls by service providers to the Company could also lead to reputational damage or loss.

The AIFMD, which regulates the management of alternative investment funds, including VCTs, introduced a new authorisation and supervisory regime for all investment companies in the EU. The Company is approved by the FCA as an internally managed small registered UK AIFM under the AIFMD.

The Company is also required to comply with tax legislation under the Foreign Account Tax Compliance Act and the

Common Reporting Standard. The Company has appointed Link Market Services (formerly Capita Asset Services) to act on its behalf to report annually to HMRC and ensure compliance with this legislation.

Political Risk

Following the referendum held on 23 June 2016, the UK voted to leave the EU and the two year period to negotiate the Withdrawal Agreement expires on 29 March 2019. The full political, economic and legal consequences of the UK's decision to leave the EU are not yet known. It is possible that investments in the UK may be more difficult to value and assess for suitability of risk, harder to buy or sell and may be subject to greater or more frequent rises and falls in value. In the longer term, there is likely to be a period of uncertainty as the UK seeks to negotiate its on-going relationship with the EU and other global trade partners. The UK's laws and regulations including those relating to investment companies, may in future, diverge from those of the EU. This may lead to changes in the operation of the Company or the rights of investors in the territories in which the shares of the Company may be promoted and sold.

The Board regularly reviews the political situation, together with any associated changes to the economic, regulatory and legislative environment, to ensure that any risks arising are mitigated as effectively as possible.

An explanation of certain economic and financial risks and how they are managed is contained in Note 16 to the Financial Statements in the Annual Report.

Statement of Compliance with Investment Policy

The Company is adhering to its stated investment policy and managing the risks arising from it. This can be seen in various tables and charts throughout the Annual Report, as well as from information provided 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 2018 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 depth and breadth 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 tabular analysis of the unlisted and quoted portfolio in the Annual Report shows that the portfolio is diversified across a variety of industry sectors and deal types. The level of VCT qualifying investment is monitored by the Manager on a daily basis and reported to the Risk Committee quarterly or as required.

Key Performance Indicators

During the year, the net return on ordinary activities before taxation was £2.21 million (2017: £3.21 million), gains on investments was £2.71 million (2017: £3.64 million) and earnings per share were 2.91p (2017: 4.18p). The Directors also consider a number of Alternative Performance Measures (APMs) in order to assess the Company's success in achieving its objectives, and these also enable Shareholders and prospective investors to gain an understanding of its business. The APMs are shown in the Financial History table in the Financial Highlights in the Annual Report. In addition, the Board considers the following to be Key Performance Indicators (KPIs):

• NAV total return;

• cumulative dividends paid;

• share price discount to NAV;

• the progress being made on the rebalancing of the legacy AIM portfolio to one focused on new unquoted investments;

• investment income; and

• operational expenses.

The NAV total return is a measure of Shareholder value that 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. The Directors seek to pay dividends to provide a yield and comply with the VCT rules, taking account of the level of distributable reserves, profitable realisations in each accounting period and the Company's future cash flow projections. The share price discount to NAV is the percentage by which the mid-market share price of an investment is lower than the NAV per share. A historical record of these measures is shown in the Financial Highlights in the Annual Report, and the profile of the portfolio is reflected in the Summary of Investment Changes in the Annual Report. Definitions of the APMs can be found in the Glossary in the Annual Report. The strategy remains to reduce the element of the portfolio invested in AIM, subject to suitable market conditions and meeting the regulatory requirements applicable to the Company and provided that at all times the Company's VCT qualifying levels are maintained. The Board reviews the Company's investment income and operational expenses on a quarterly basis as the Directors consider that both of these elements are important components in the generation of Shareholder returns. Further information can be found in Notes 2 and 4 to the Financial Statements in the Annual Report.

There is no VCT index against which to compare the financial performance of the Company but, for reporting to the Board and Shareholders, the Manager uses comparisons with the most appropriate index being the FTSE AIM All-Share Index. 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 Maven Income and Growth VCT 5 PLC in unquoted companies are valued in accordance with the

International Private Equity and Venture Capital Valuation Guidelines. Investments quoted or traded on a recognised stock exchange, including AIM, are valued at their bid prices.

Share Buy-backs

The Board will seek the necessary Shareholder authority to continue to conduct share buy-backs under appropriate circumstances.

Employee, Environmental and Human Rights Policy

The Company has no direct employee or environmental responsibilities, nor is it 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 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 may be found in the Statement of Corporate Governance in the Annual Report. 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 2019, 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:

Allister Langlands

Director

28 February 2019

Income Statement

For the Year Ended 30 November 2018

All gains and losses are recognised in the Income Statement.

All items in the above statement are derived from continuing operations. The Company has only one class of business and one reportable segment, the results of which are set out in the Income Statement and Balance Sheet. The Company derives its income from investments made in shares, securities and bank deposits.

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 are included in full in the Annual Report.

Statement of Changes in Equity

For the Year Ended 30 November 2018

For the year ended 30 November 2017

The Notes are an integral part of the Financial Statements and are included in full in the Annual Report.

Balance Sheet

As at 30 November 2018

The Financial Statements of Maven Income and Growth VCT 5 PLC, registered number 4084875, were approved and authorised for issue by the Board of Directors on 28 February 2019 and were signed on its behalf by:

Allister Langlands

Director

The Notes are an integral part of the Financial Statements and are included in full in the Annual Report.

Cash Flow Statement

For the Year Ended 30 November 2018

*Refer to Note 15 in the Annual Report for reclassification in the current and prior year.

The Notes are an integral part of the Financial Statements and are included in full in the Annual Report.

NOTES TO THE FINANCIAL STATEMENTS

For the Year Ended 30 November 2018

Accounting Policies

1. The Company is a public limited company, incorporated in England and Wales and it registered office is shown in the Annual Report.

(a) Basis of preparation

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 Association of Investment Companies (AIC) in November 2014.

(b) Income

Dividends receivable on equity shares and unit trusts are treated as revenue for the period on an ex-dividend basis.

Where no ex-dividend date is available dividends receivable on or before the year end are treated as revenue for the period. Provision is made for any dividends not expected to be received. The fixed returns on debt securities and non-equity shares are recognised on a time apportionment basis so as to reflect the effective interest rate on the debt securities and shares. Provision is made for any fixed income not expected to be received. Interest receivable from cash and short term deposits and interest payable are accrued to the end of the year.

(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; and

• expenses are charged to realised capital reserves where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect, the investment management fee has been allocated 25% to revenue and 75% to realised capital reserves to reflect the Company's investment policy and prospective income and capital growth.

(d) Taxation

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the balance sheet date. This is subject to 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

International Private Equity and Venture Capital Valuation Guidelines (IPEVCV) for the valuation of private equity and venture capital investments. Investments are recognised at their trade date and are designated by the Directors as fair value through profit and loss. At subsequent reporting dates, investments are valued at fair value, which represents the Directors' view of the amount for which an asset could be exchanged between knowledgeable and willing parties in an arm's length transaction. This does not assume that the underlying business is saleable at the reporting date or that its current Shareholders have an intention to sell their holding in the near future.

A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.

1. For early stage investments completed in the reporting period, fair value is determined using the Price of Recent Investment Method, except that adjustments are made when there has been a material change in the trading circumstances of the investee company.

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 prospective earnings to determine the enterprise value of the company.

3.1 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.

3.2 Preference shares, debentures and loan stock are valued using the Price of Recent Investment Method. When a redemption premium has accrued, this will only be valued if there is a reasonable prospect of it being paid. Preference shares that carry a right to convert into ordinary share capital are valued at the higher of the Price of Recent Investment Method basis and the price/earnings basis.

4. In the absence of evidence of a deterioration, or strong defensible evidence of an increase in value, the fair value is determined to be that reported at the previous balance sheet date.

5. All unlisted investments are valued individually by the portfolio management team of Maven Capital Partners UK LLP. The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company.

6. In accordance with normal market practice, investments listed on AIM or a recognised stock exchange are valued at their bid market price. 

(f) Fair value measurement

Fair value is defined as the price that the Company would receive upon selling an investment in a timely transaction to an independent buyer in the principal or the most advantageous market of the investment. A three-tier hierarchy has been established to maximise the use of observable market data and minimise the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable.

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.

Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on best information available in the circumstances.

The three-tier hierarchy of inputs is summarised in the three broad levels listed below.

• Level 1 - the unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.

• Level 2 - inputs other than quoted prices included within Level 1 that are observable (ie developed using market data) for the asset or liability, either directly or indirectly.

• Level 3 - inputs are unobservable (ie 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 estimate is the valuation of unlisted investments recognised in Note 8 in the Annual Report and explained in Note 1(e).

In the opinion of the Board and the Manager, there are no critical accounting judgements.

Reserves

Share premium account

The share premium account represents the premium above nominal value received by the Company on issuing shares, net of issue costs.

Capital reserves

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.

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. The capital reserve realised account also represents capital dividends, capital investment management fees and the tax effect of capital items.

Special distributable reserve

The total cost to the Company of the repurchase and cancellation of shares is represented in the special distributable reserve.

Capital redemption reserve

The nominal value of shares repurchased and cancelled is represented in the capital redemption reserve.

Revenue reserve

The revenue reserve represents accumulated profits retained by the Company that have not been distributed to Shareholders as a dividend.

Return per Ordinary Share

Net asset value per Ordinary Share

The net asset value per Ordinary Share as at 30 November 2018 has been calculated using the number of Ordinary Shares in issue at that date of 75,275,587 (2017: 76,461,087).

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 2018 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, 30 April 2019, commencing at 11.30am, at the offices of Maven Capital Partners UK LLP, Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF.

Copies of this announcement and copies of the Annual Report and Financial Statements for the year ended 30 November 2018, will be available to the public at the offices of Maven Capital Partners UK LLP, 1st Floor Kintyre House, 205 West George Street, Glasgow G2 2LW; at the registered office of the Company, Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF and on the Company's website at www.mavencp.com/migvct5.

The Annual Report and Financial Statements for the year ended 30 November 2018 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 2017 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 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.

The 2018 Annual Report will be submitted to the National Storage Mechanism and will be available for inspection at: www.morningstar.co.uk/uk/NSM 

By order of the Board

Maven Capital Partners UK LLP

Secretary

28 February 2019