Maven I&g Vct5 Regulatory News (MIG5)

Maven Income and Growth VCT 5 PLC

Final results for the year ended 30 November 2014

The Directors report the Company's financial results for the year ended 30 November 2014.

Highlights for the year

· NAV total return of 66.95p per share (2013: 62.39p) at the year end, up 7.3% over the year;

· NAV at period end of 39.50p per share (2013: 37.09p);

· Twelve new investments added to the portfolio;

· Income from investments increased by 55% over the prior year;

· A total of £4,685,000 of proceeds realised from AIM disposals, generating gains of £1,705,000 over the carrying value at 30 November 2013;

· AIM concentration reduced to 41.0% of total assets; and

· Increased final dividend proposed of 1.70p per share (2013: 1.35p)

Chairman's Statement

I am pleased to report, for the first time as Chairman, on another year of positive performance for your Company. Further progress has been made in achieving the objective of improving Shareholder returns by rebalancing the portfolio to include a broad base of income generating private companies, whilst reducing the exposure to AIM.

As Shareholders will be aware, Maven Capital Partners UK LLP (Maven) was appointed as Manager to Bluehone AiM VCT2 plc (now Maven Income and Growth VCT 5 PLC) in February 2011 with a mandate to change the investment policy by implementing the strategy that had proven successful for other Maven managed VCTs. At the time of Maven's appointment, the revenues generated by the underlying assets were inadequate to support a progressive dividend programme, with 84.4% of the portfolio invested in quoted securities.

Over the past four years the Manager has implemented a process of constructing a portfolio of private company assets and has also taken advantage of opportunities to lock in profits on the back of strong trading performance and share price momentum, and during that time has realised £14.8 million from selective AIM disposals. In the period under review, AIM concentration has reduced further, from 54.9% of total assets as at 30 November 2013 to 41.0% at the year end.

Some of the funds generated from those disposals have been re-deployed in a diversified portfolio of established entrepreneurial businesses with investments being made potentially in income-producing loan stock, and consequently income from unlisted investments has more than doubled to £0.44 million over the twelve months to 30 November 2014. Total investment revenues are up 55% to £0.59 million in the period and this income, together with the uplift in value of a number of quoted and unlisted holdings, has resulted in NAV total return increasing to 66.95p per share as at 30 November 2014.

During the period your Company participated in eleven substantial new private equity transactions to invest in businesses that have an established track record of profitability and cash generation. While it remains the intention to reduce the exposure to AIM selectively, one new quoted investment was completed in a transaction that qualifies under the 'new money' rules for VCTs.

Most of the existing private equity assets are trading acceptably, and in some cases ahead of plan, and the quoted portfolio has, in the main, demonstrated a robust performance during the year, with some encouraging results announced by certain investee companies. Developments within the portfolio are detailed in the Investment Manager's Review.

Dividends

The Board recommends that an increased final dividend of 1.7p per Ordinary Share, comprising 0.2p of revenue and 1.5p of capital, be paid on 5 June 2015 to Shareholders on the Register at 8 May 2015. This brings total dividends for the year to 2.5p per share, an increase of 25.0% over the prior year and includes the first revenue payment since Maven was appointed in 2011. This annual dividend represents a yield of 7.12% based on the year end closing mid-market share price of 35.12p.

The Company has a record of paying regular dividends and, following payment of the final dividend, will have distributed a total of 29.15p per share in tax-free dividends. The effect of paying the proposed final dividend would be to reduce the NAV of the Company by the total cost of the distribution.

Dividend Investment Scheme (DIS)

The Directors have agreed to implement 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. Shares issued under the DIS will qualify for VCT tax reliefs applicable for the tax year in which the new shares are allotted.

Full details of the scheme, together with a mandate form, are being made available alongside the Annual Report to enable Shareholders to take advantage of the DIS in respect of the final dividend for the year ending 30 November 2014. Shareholders wishing to do so should ensure that a mandate form, or CREST instruction if appropriate, is submitted by no later than 22 May 2015.

Fund Raising

Following the success of the £3 million Offer for Subscription that opened in October 2013 and closed on 30 May 2014, in October 2014 the Company announced that it planned to raise up to £4 million in an Offer for Subscription alongside offers by four other Maven VCTs. The Offer by your Company was fully subscribed by 5 February 2015 and, consequently, closed early. Maven Income and Growth VCT, Maven Income and Growth VCT 2 and Maven Income and Growth VCT 3 have each also raised their targets of £4 million, with Maven Income and Growth VCT 4 having raised its target of £2 million.

The first allotment under the Offer took place on 20 February 2015, and it is anticipated that a further allotment will take place in early April 2015 in respect of the 2015/16 tax year. Relevant details regarding shares issued in respect of the Offer can be found in Note 12 to the Financial Statements.

The Company may use the money raised under the Offers 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 and Discount

During the year under review a total of 895,000 shares were bought back for cancellation. This action contributed to an improved rating of the Company's shares and the increase in the share price resulted in the discount to NAV narrowing from 26.53% at 30 November 2013 to 11.09% at the year end.

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 to Shareholders. 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 interest 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.

Alternative Investment Fund Manager's Directive (AIFMD)

The AIFMD regulates the management of alternative investment funds, including VCTs, and the Board has received approval as a self-managed small registered UK AIFM under the AIFMD from the FCA. A new Risk Committee has been established, and information regarding the composition and responsibilities of this committee can be found in the Report by the Audit and Risk Committees.

VCT Regulatory Developments

The Association of Investment Companies (AIC) participated in a consultation process on 'tax-advantaged venture capital schemes' to assist the Government's discussions with the European Commission regarding a review of the State Aid rules for businesses in member countries. The Board supported the AIC's response, in which a number of recommendations were made that we believe would protect the VCT scheme against the imposition of further restrictions on investment and would reduce administrative burdens.

The FCA has removed the requirement for listed companies to publish quarterly interim management statements. However, your Company will continue to announce the NAV per share on a quarterly basis.

Distribution of Annual and Interim Reports

As detailed in the 2014 Interim Report, 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 as an alternative to receiving hard copies by post. A letter of request was included with the Interim Report for Shareholders to complete and return to confirm whether or not they wished to take advantage of this facility, and indicating that, if it was not returned, they would be deemed as having given their consent to receiving only postal notifications that documents are available on the website. As a result, if no letter of request was returned, Shareholders will have received notification by post of the publication of the Annual Report on the Company's website. Shareholders who wish notifications to be sent by e-mail rather than by post should complete and return the form enclosed with the Annual report or advise the Registrar via the Share Portal at www.capitashareportal.com. Hard copies of all documents are available on request.

Annual General Meeting (AGM)

As indicated in previous Annual Reports, in order to allow a wider range of Shareholders the opportunity to meet the Directors and the Manager, it is intended to hold AGMs in Glasgow and London in alternate years. Therefore the 2015 AGM will be held in the London office of Maven Capital Partners UK LLP on 21 April 2015. The Notice of Annual General Meeting can be found in the Annual Report.

The Future

It is now four years since the appointment of Maven as Manager and, during that period, the investee company portfolio has been re-balanced and structured in order to generate the significant levels of income required to support a progressive dividend policy, which we know is of crucial importance to Shareholders. Historically, the best and most consistent returns for VCT investors have been achieved through diversified, later-stage generalist private equity portfolios, and the Maven team is committed to continuing the process of restructuring the asset base in order to ensure the best possible returns for Shareholders by applying this core investment strategy.

Allister Langlands,

Chairman

6 March 2015

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 maintainable levels of 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/ISDX 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/ISDX quoted companies which meet the criteria for VCT qualifying investments and have strong growth potential;

· investing no more than £1 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.

Principal Risks and Uncertainties

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

Investment Risk

Many of the Company's investments are 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 Board aims to limit the risk attaching to the investment portfolio as a whole by ensuring that a robust 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;

· seeking to appoint a non-executive director to the board of each private investee company, provided from the Manager's investment management team or from its pool of experienced independent directors;

· co-investing with other funds run by the Manager in larger deals, which tend to carry less risk;

· not investing in hostile public to private transactions; and

· retaining the services of a Manager that can provide the resources required to achieve the investment objective and meet the criteria stated above.

An explanation of certain risks and how they are managed is contained in Note 17 to the Financial Statements.

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 or cash equivalents in order to finance any new unquoted investment opportunities. The Company has no 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.

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 reviews regularly the system of internal controls, both financial and non-financial, operated by the Company and the Manager. These include controls designed to ensure that the Company's assets are safeguarded and that all records are complete and accurate.

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 consequent loss of tax reliefs available to Shareholders as a result of a breach of the VCT Regulations; and

· loss of VCT status and reputational damage as a result of serious breach of other regulations such as the UKLA Listing Rules and the Companies Act 2006.

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 European Commission's (EC) state aid rules. Changes in the future to UK legislation or the EC state aid rules 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 AIC and the British Venture Capital Association (BVCA).

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, and from information provided in the Chairman's Statement and the

Investment Manager's Review. A review of the Company's business, its position as at 30 November 2014 and its performance during the year then ended is included in the Chairman's Statement, which also includes an overview of the Company's strategy and business model.

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 network of offices which supply new deals and enable it to monitor the geographically widespread portfolio of companies effectively.

The Investment Portfolio Summary 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 by industry sector and deal type shows that the portfolio is diversified across a variety of 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.

Key Performance Indicators

At each Board Meeting the Directors consider a number of financial performance measures to assess the Company's success in achieving its objectives, and these also enable Shareholders and investors to gain an understanding of its business. The key performance indicators are as follows:

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

· NAV total return;

· dividend growth;

· share price discount to NAV ;

· 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. The dividends per share measure shows how much of that Shareholder value has been returned to original investors in the form of dividends. 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. The Board reviews the Company's investment income and operational expenses on a quarterly basis.

There is no meaningful venture capital trust index against which to compare the financial performance of the Company but, for reporting to the Board and Shareholders, the Manager uses comparisons with appropriate indices and the Company's peer group. The Directors also consider non-financial performance measures such as the flow of investment proposals and the Company's ranking within the VCT sector by independent analysts.

As mentioned below, the Company has no direct employee or environmental responsibilities but the Directors will consider economic, regulatory and political trends and features 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 a share buy-back programme under appropriate circumstances.

Employee, Environmental and Human Rights Policy

As a venture capital trust, the Company has no direct employee or environmental responsibilities, nor is it responsible for the emission of greenhouse gases. Its 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 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.

Future Strategy

The Board and Manager intend to maintain the policies set out above for the year ending 30 November 2015 as it is believed that these are in the best interests of Shareholders.

Allister Langlands

Chairman

6 March 2015

A Statement of Total Recognised Gains and Losses has not been prepared, as 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 derives its income from investments made in shares, securities and bank deposits.

The total column of this statement is the Profit and Loss Account of the Company.

Notes to the Financial Statements

For the Year Ended 30 November 2014

Accounting Policies - UK Generally Accepted Accounting Practice

(a) Basis of preparation

The Financial Statements have been prepared under the historical cost convention, modified to include the revaluation of investments, and in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the SORP) issued in January 2009. The disclosures on going concern in the Directors' Report form part of these Financial Statements.

(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 investments completed within the 12 months prior to the reporting date, 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 company or a substantial movement in the relevant sector of the stock market.

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 fully taxed prospective earnings to determine the enterprise value of the company.

4. Where there is evidence of impairment, a provision may be taken against the previous valuation of the investment.

5. 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.

6. All unlisted investments are valued individually by the Portfolio Management Team of Maven Capital Partners. The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company.

7. In accordance with normal market practice, investments listed on the Alternative Investment Market 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 - quoted prices in active markets for identical investments;

· Level 2 - other significant observable inputs (included quoted prices for similar investments, interest rates, prepayment speeds, credit risk etc); and

· Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments).

(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.

Reserves

Return per Ordinary Share

The returns per share are based on the following figures:

Net asset value per Ordinary Share

Net asset value per Ordinary Share as at 30 November 2014 has been calculated using the number of Ordinary Shares in issue at that date of 67,602,492 (2013: 60,855,425).

Basis of preparation of the Financial Statements

This Financial Statements included in this Announcement has been prepared on the same basis as the Annual Report and Financial Statements for the year ended 30 November 2013. The Annual Report and Financial Statements for the year ended 30 November 2014 will be filed with the Registrar of Companies and issued to Shareholders 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 2013 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.

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 and financial position of the Company as at 30 November 2014 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 are fair, balanced and understandable and provide the information necessary to assess the Company's performance, business model and strategy.

Other information

The Annual General Meeting will be held on 21 April 2015, commencing at 10.00 am, at 1-2 Royal Exchange Buildings,

London EC3V 3LF.

Copies of this announcement, and of the Annual Report and Financial Statements for the year ended 30 November 2014, will be available to the public at the office of Maven Capital Partners UK LLP, 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.

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 Annual Report and the Circular have been submitted to the National Storage Mechanism will be available for inspection at: www.Hemscott.com/nsm.do.

By Order of the Board

Maven Capital Partners UK LLP

Secretary

6 March 2015