Maven I&g Vct5 Regulatory News (MIG5)

Maven Income and Growth VCT 5 PLC

Interim Results for the Six Months Ended 31 May 2016 (Unaudited)

The Directors announce the Interim Management Report and unaudited Financial Statements for the six months ended 31 May 2016.

Highlights

• NAV total return of 71.86p per share at 31 May 2016, compared to 71.47p at 30 November 2015

• NAV at 31 May 2016 of 40.06p per share after payment of the final dividend of 1.75p per share

• New investment completed in The GP Service (UK)

• Realisation of Westway Services Holdings generating a total return multiple of 3.6 times cost

• Exit from Dantec Hose, generating a total return multiple of 2.1 times cost

• £1.4 million of proceeds raised from AIM disposals

• AIM exposure reduced to 30.5% of net assets

• Interim dividend declared of 0.95p per share (2015: 0.9p)

Interim Review

Overview

In the period under review NAV total return increased to 71.86p per share. This is in line with your Company's continuing objective of delivering long term capital appreciation whilst also generating a maintainable level of income for Shareholders.

Your Board and the Manager recognise the importance of dividends to Shareholders and, following the profitable realisations achieved in the period, the Board is pleased to declare an interim dividend of 0.95p per share for the period to 31 May 2016.

The portfolio now extends to more than 80 private and AIM listed company holdings, many of which are paying a regular yield, offering a combination of income and revenue returns capable of underpinning Shareholder value in the years ahead. During the half year a number of profitable realisations were completed including exits from Westway Services Holdings, which delivered a total return multiple of 3.6 times cost, and Dantec Hose which returned 2.1 times cost over the life of the investment.

During the reporting period Maven has focused on the practical implementation of the new VCT rules, which were enacted in November 2015 and detailed in the Annual Report. The revised legislation brings the UK VCT scheme into line with European Union (EU) State Aid Rules for smaller company investment and imposes a number of restrictions on the types of transactions and companies which VCTs are able to invest in, specifically prohibiting participation in management buy-outs or acquisitions and supporting older companies unless certain criteria are met. Whilst this means that your Company can no longer finance certain transactions, the investment team has a strong track record of investing development capital in companies which meet the revised VCT qualification criteria. Maven was pleased to announce the investment in The GP Service (UK), which completed in April 2016.

Dividends

The Board has declared an interim capital dividend of 0.95p per Ordinary Share to be paid on 9 September 2016 to Shareholders on the Register at 12 August 2016. Since the Company's launch, and after receipt of the interim dividend, Shareholders will have received 32.75p per share in tax-free dividends. The effect of paying the dividend will be to reduce the NAV of the Company by the total cost of the distribution.

On 24 August 2015 the Board announced that, under the Terms and Conditions of the Company's Dividend Investment Scheme (DIS) which allow the Directors to suspend or terminate its operation without prior notice and revert to making monetary payments to all Participants, the Directors had resolved that, in light of the investment restrictions proposed in the Government's July 2015 Budget, the DIS was to be suspended with immediate effect to allow the Directors and the Manager to review the changes to the VCT legislation and to consider the potential impact of these on the Company's future investment strategy. As a result, until further notice, all future dividends will be paid to Shareholders by either cheque or direct bank transfer using existing mandate instructions.

Portfolio Developments

The private equity portfolio has generally performed well, with positive trading results having led to valuation uplifts for a number of companies operating across a range of sectors. The Board has however elected to take a number of provisions against the values of investments in businesses with an exposure to the oil & gas sector.

Cursor Controls, a global leader in the design and niche manufacture of trackball pointing solutions for industrial applications, has performed well since Maven clients invested in July 2015. The business delivered impressive organic growth in the year to 31 December 2015 and is forecast to build on this in the current year. In April 2016 Cursor completed the acquisition of a Belgian distributor, which is expected to be significantly earnings enhancing.

The UK's largest provider of promotional merchandise, SPS (EU), has experienced excellent growth under private ownership since Maven clients invested in February 2014. Operational improvements have enhanced profitability, whilst organic growth has been supplemented through two complementary acquisitions, High Profile Plastic and TEC, both of which were completed in the year to 31 December 2015. The business is forecasting to deliver solid growth in the current financial year and make operational efficiencies, as a result of the implementation of a new Enterprise Resource Planning system.

Crawford Scientific, a leading supplier of chromatography products and services, has traded very well since Maven clients' initial investment in August 2014. During 2015 the business acquired and successfully integrated analytical services company, Hall Analytical Laboratories, which alongside strong trading within the core Crawford business has contributed to out-performance against the original investment case. The business has fully repaid the debt used to fund the Hall acquisition and the management team is continuing to grow each of Crawford's service and product lines, with organic growth forecast to increase both turnover and earnings in the year to 31 August 2016.

Maven clients first invested in Just Trays, the UK's leading manufacturer of shower trays and related accessories, in June 2014. Subsequently, the business has increased its customer base and extended its product range, with a number of innovative new products to be launched in the current financial year. Just Trays repaid its bank debt in full during 2015 and is planning to invest in automation in the coming year, which should help improve the production facility and increase operating margins.

As well as reflecting good trading performance across the portfolio, your Board and the Manager continue to be mindful of the possible effects of the enduring low oil price on those companies that operate in the oil & gas market. The Manager has worked closely with these companies as they have implemented overhead reduction programmes targeted at reducing the cost base and closing non-core operations with a view to conserving cash and positioning the businesses for recovery. Across the energy services sector, budgets have been set conservatively based on the expectation that the remainder of 2016 will continue to be challenging, with recovery starting to feed through in 2017 as the oil price stabilises and the pent up demand for essential maintenance and repair work is released. In response to these market conditions the valuations of Glacier Energy Services Holdings and HCS Control Systems Group have been reduced. The Board and the Manager believe that the valuations of the remaining portfolio assets with exposure to oil & gas remain fair and reasonable and the exit from Dantec Hose, along with a number of other realisations in the previous reporting period, has significantly reduced your Company's exposure to the energy services sector. The remaining assets in this sector are focused on the operational expenditure segment of the industry, rather than being dependent on large capital expenditure programmes or exploration projects. Additionally, in light of current trading, your Board has taken a full provision against the investment in D Mack.

Turning to AIM, the most notable performers within the quoted portfolio were Avingtrans, Ideagen and Synectics which saw a combined valuation increase of £0.36 million over the six month period.

During the reporting period Avingtrans announced the acquisition of Rolls-Royce's pipe production assets for £3.5 million. The acquisition strengthens the company's position in the aerospace pipes market and gives greater visibility over future activity levels. Subsequently Avingtrans announced that it had signed a ten year contract with Rolls-Royce valued at more than £75 million. In addition, the company disposed of its aerospace division for an enterprise value of £65 million and will receive proceeds of approximately £52 million after adjusting for debt, working capital and associated transaction costs. The sale proceeds will be used to pay a special dividend to shareholders and to invest in new equipment.

Ideagen reported a robust set of results for the six month period to 31 October 2015. Revenues increased significantly to £9.9 million from £5.7 million in the prior year and EBITDA increased by 65% to £2.4 million. Revenue growth was principally driven by the acquisition of Gael coupled with underlying organic growth of 6% year on year. The group continues to benefit from its strong recurring revenue base, which represents 53% of total revenue and covers 87% of fixed overhead. The outlook for the second half of the year remains positive, with strong trading maintained across the core governance, compliance and risk product areas.

In the year to 30 November 2015 Synectics reported results which were ahead of market expectations and saw the company return to profitability following a period of underperformance. In the period Synectics generated revenue of £68.5 million, compared to £64.6 million in the prior year and reported a profit before tax of £0.5 million compared to a loss before tax of £3.7 million last year. Given the return to profitability, the company has announced payment of a final dividend in respect of the 2015 financial year. Based on the current level of activity, and specifically the number of major new contracts secured, the board has announced that it expects the results for the full year to be in line with market forecasts, although there will be a greater second-half weighting than usual.

New Investments

During the period, one private company investment was added to the portfolio:

• The GP Service (UK) (GPS) is a provider of on-line services for general medical consultations and prescriptions, delivered through a web-based platform (www.thegpservice.co.uk), which offers GP consultations via a video link with prescriptions issued to a pharmacy of the user's choice. The service operates daily from 7am to 8pm, providing flexibility for patients unable to visit a doctor or obtain prescriptions within traditional surgery opening hours. The investment will enable GPS to accelerate the roll out of its service across new geographic locations, and to develop a range of products and services where there are strong market drivers.

At the period end, the portfolio stood at 86 unlisted and quoted investments at a total cost of £30.4 million, excluding UK treasury bills.

Realisations

A number of profitable realisations were achieved in the period. In December 2015, the Company realised its investment in Westway Services Holdings through a trade sale to ABM, a US listed provider of facility solutions, achieving an exit multiple of 3.6 times return over the holding period. The sale to ABM is a natural progression for Westway, offering an excellent strategic fit in line with ABM's stated growth strategy for UK expansion.

Maven clients funded the management buy-out of Dantec Hose, a manufacturer of flexible composite hoses used in a wide range of industries, in September 2011. The business was acquired by an overseas trade buyer and the sale completed in February 2016, achieving a return of 2.1 times cost over the life of the investment.

In line with the strategy of reducing the exposure to AIM, full exits were achieved from Blancco Technology Group, Jelf Group and Tangent Communications, with partial exits realised in a number of other holdings.

Subsequent to the period end, the Manager has been engaged with several other 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 achieved, and deferred considerations received, during the reporting period:

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

2 Holding acquired and realised during the period.

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

Two unlisted investments and two AIM companies were struck off the Register during the period, resulting in realised losses of £490,000 (cost £490,000). This had no effect on the NAV as full provisions had been made against the value of each holding in earlier periods.

Material Developments Since the Period End

Since 31 May 2016 one new private company asset has been added to the portfolio. In July your Company completed a transaction, investing alongside NVM Private Equity, in Rockar an innovative motor retailer with a sector disruptive technology platform. The investment will enable Rockar to enhance its product offering and finance new dealerships in major shopping centres, working in partnership with brands such as Hyundai and other well-known automotive manufacturers.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2015 Annual Report, and are the risks associated with investment in small and medium sized unlisted and AIM/ISDX quoted companies which, by their nature, carry 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. Other risks include legislation, regulation, adherence to VCT qualifying rules and the effectiveness of the internal controls operated by the Company and the Manager. These risks and procedures are reviewed regularly by the Audit and Risk Committee and reported to your Board. The Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be met.

Share Buy-backs

Shareholders have given the Board authority to buy back Shares for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders. It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, Shares will be bought back at prices representing a discount of between 10% and 15% to the prevailing NAV per share. During the period under review 55,000 Shares were bought back at a total cost of £20,000.

Regulatory Developments

As referred to in the Annual Report, the July 2015 Budget received Royal Assent on 18 November, bringing into statute a number of material changes to the legislation governing the UK VCT scheme, aligning it with EU State Aid Rules for smaller company investment. The new rules impose specific restrictions on the types of companies and transactions which VCTs are able to pursue in order to retain qualifying status. As a further amendment, the March 2016 Budget statement included an announcement that there would be changes to the rules governing non-qualifying investments for VCTs. With effect from 6 April 2016 VCTs are only permitted to make qualifying investments and certain limited investments for liquidity purposes, other non-qualifying investments are now prohibited. Given the complexity of the new rules and in order to ensure ongoing compliance, the Company continues to engage the services of an adviser to assist in interpreting the revised legislation in relation to proposed new transactions.

Since the announcement of the new rules, Maven, along with other leading VCT managers, has been engaged in a consultation process which, through the industry representative body, the Association of Investment Companies (AIC), has been in discussion with HM Treasury to present the case for permitting an element of replacement capital in certain circumstances in new VCT transactions. This dialogue is ongoing and Shareholders will be kept up to date on any new developments.

On 3 July 2016 the EU's Market Abuse Regulation (MAR) came into force, replacing the Market Abuse Directive (MAD) in the UK, and is now applicable to all UK Listed and AIM quoted companies. The aim of MAR is to enhance market integrity and investor protection and, although on similar lines to MAD, its scope has been expanded to include financial instruments traded on multilateral trading facilities, organised trading facilities and certain 'over-the-counter' activities, and will also introduce new rules on the disclosure of inside information, insider lists and share dealings by persons discharging managerial responsibilities. Maven anticipates that compliance with MAR will not have a significant impact on the activities of its VCT clients, but all relevant policies and procedures will be updated as appropriate.

Outlook

Shareholders will be aware of the result of the recent referendum, in which the electorate expressed the wish that the UK should leave the EU. Although the full impact of this decision will become clearer over the coming months, the businesses in which your Company has invested will maintain or adapt their growth strategies as appropriate, with many exporters seeing a potential short-term benefit from the devaluation of sterling against several major currencies which has occurred at the date of this report.

Whilst the introduction of the revised legislation has imposed a number of restrictions on the types of companies and transactions in which VCTs can invest, the Manager remains capable of sourcing high quality opportunities across its national office network which comply with the amended rules, whilst continuing to meet Maven's rigorous in-house investment criteria.

Notwithstanding the recent changes in legislation as detailed above, your Board remains committed to the strategy of building a portfolio of private company holdings which offer the ability to pay a regular yield to your Company along with the prospect of realising a capital gain at exit.

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

27 July 2016

Summary of Investment Changes

For the Six Months Ended 31 May 2016

Investment Portfolio Summary

As at 31 May 2016

Investment Portfolio Summary (continued)

As at 31 May 2016

Investment Portfolio Summary (continued)

As at 31 May 2016

1 Other clients of Maven Capital Partners UK LLP.

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.

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

* The May 2015 cashflow has been restated for the presentation requirements of FRS 102

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

Maven Income and Growth VCT 5 PLC

Notes to the Financial Statements

1. Accounting policies

The financial information for the six months ended 31 May 2016 and the six months ended 31 May 2015 comprises non-statutory accounts within the meaning of the Companies Act 2006. The financial information contained in this report has been prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended 30 November 2015, which have been filed at Companies Houses and which contained an Auditors' Report which was not qualified and did not contain a statement under S498(2) or S498(3) of the Companies Act 2006.

2. Movement in reserves

3. Returns per Ordinary Share

The returns per share have been based on the following figures:

Directors' Responsibility Statement

The Directors confirm that, to the best of their knowledge:

• the Financial Statements for the six months ended 31 May 2016 have been prepared in accordance with applicable accounting standards and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies' issued in January 2009;

• the Interim Management Report includes a fair review of the information required by DTR 4.2.7R in relation to the indication of important events during the first six months, and of the principal risks and uncertainties facing the Company during the second six months, of the year ending 30 November 2016; and

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

Other Information

The NAV per Ordinary Share has been calculated using the number of Ordinary Shares in issue at 31 May 2016 of 77,286,087. A summary of investment changes for the six months under review and an investment portfolio summary as at 31 May 2016 are included above. A full copy of the Interim Report and Financial Statements will be printed and issued to Shareholders. Copies of this announcement will be available to the public at the office of Maven Capital Partners UK LLP, Kintyre House, 205 West George Street, Glasgow G2 2LW and at the registered office of the Company, Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF and on the Company's website http://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.

Maven Capital Partners UK LLP

Secretary

27 July 2016