Maven I&g Vct5 Regulatory News (MIG5)

Maven Income and Growth VCT 5 PLC

Interim results for the six months ended 31 May 2011 (unaudited)

The Directors announce the unaudited Interim Management Report for the six months ended 31 May 2011.

Chairman's Statement

I am pleased to report on an encouraging period of both new investment and portfolio activity for your Company in its first reporting period under the new Manager.

In February 2011 the Board decided to appoint a new investment manager, Maven Capital Partners UK LLP (Maven), as part of a strategy to change the investment focus of your Company. This followed an extensive and thorough review of performance, from which the Board concluded that it was in the clear interests of Shareholders to reduce the reliance on AIM holdings and, at the same time, increase the exposure to later-stage private companies with strong yield characteristics. The fundamental concerns your Board wished to address were that the Company was almost exclusively invested in AIM, had limited liquidity for making further qualifying investments, and had poor short to medium term prospects of generating sufficient revenues from which to continue to pay dividends.

The proposal to implement this new strategy was approved by Shareholders at the General Meeting held on 30 March 2011. Central to the appointment of the new Manager was an agreement that Maven will waive the investment management fee for the first two years of the contract, a sign of the Board's commitment to reducing the costs to Shareholders, whilst maximising the impact of the anticipated improvements in revenues flowing from the yields paid by new private company assets. As highlighted at the Annual General Meeting, the Board undertook to agree a performance fee with Maven, aimed at incentivising the new Manager to achieve growth in Shareholder value. The Board is pleased to announce that agreement has been reached with Maven, which will benefit from the realisations of its own new investments at the time of sale, at a competitive market rate as well as gains over carrying value achieved from the legacy portfolio. However, as the adoption of the performance fee constitutes a related party transaction, this will be put forward for approval by Shareholders at the 2012 AGM. Full details will be circulated in advance of the AGM. Alongside the two year holiday on the basic management fee, the Board considers that this is an excellent outcome for your Company, giving low cost performance based access to one of the largest VCT managers in the UK.

The refocusing of the portfolio is now well underway and the Company has generated proceeds of £795,000 and profits of £97,000 during the period, providing cash to allow further investment. Two substantial private company assets have been added to the portfolio, with three further similar transactions in process.

I would particularly like to comment on the Shareholder meetings held on 30 March, and to thank Shareholders for the high turnout and level of interest expressed at what was an important time for the Company. As can be seen below, a number of key points were raised and Directors welcome this interaction with Shareholders.

Subsequent to the change of Manager and the approval by Shareholders of the change in investment policy, the Company's name was changed from Bluehone AiM VCT2 plc to Maven Income and Growth VCT 5 PLC on 15 April 2011. Detailed information on the Company can be found at www.mavencp.com/migvct5 along with information on the Manager's key contacts and how to access share price data, Stock Exchange announcements and Maven's VCT Newsletters.

Market background

The period to 31 May 2011 has been relatively stable for financial markets, but neither consumers nor businesses can yet say with confidence that we have emerged from the shadow of the prolonged UK recession, as they suffer increased taxes and the effects of cuts in public sector spending. Commentators continue to speculate on the threat of further recession, compounded by concerns over the difficulties in Greece and the threat of contagion throughout the Euro Zone.

There have been signs of cautious optimism within the small cap and private company sectors, but with persistently low interest rates and continued concerns over rising inflation, high levels of consumer debt and a depressed housing market, the wider economy is not yet reflecting those small signs of improvement. The remainder of 2011 will hopefully provide positive indicators of the slow emergence of the UK small business sector from recession.

 The Manager

Maven has a track record in building large and diversified VCT portfolios, through investment in mature income generating businesses. The Manager structures each transaction with a significant loan stock component which offers an attractive yield for investors from the outset. Another notable benefit for Shareholders is the opportunity for your Company to co-invest in transactions with the other Maven VCTs, which allows the Manager to invest in a wide range of substantial and profitable private companies.

Maven now manages seven VCTs, employing more than 30 people across a network of six UK regional offices, and has access to a constant flow of later-stage transactions emanating from the UK corporate finance community. During the course of the past year, Maven has been named Small Buyout House of the Year 2010 in respect of its new deal activity, and Exit Team of the Year (Portfolio Company Management Awards, London & South East) in respect of its proactive portfolio management approach, both of which augur well for the future development of your portfolio.

Performance

·; NAV total return of 57.5p per share at the period end, up 1.8% over the six months;

·; NAV at period end of 36.0p per share;

·; Interim dividend declared of 0.5p per share;

·; One substantial new later stage yielding investment added during the period, with another completed in June 2011;

·; Following the appointment of Maven, a total of £795,000 of proceeds realised from disposals of AIM investments, generating a realised gain of £97,000 and providing funds to allow further investment; and

·; Improved portfolio profile, with 8 private company and 51 AIM quoted holdings.

The most important measure of performance for a VCT is the NAV total return, being the long term record of dividend payments out of income and capital gains combined with the current NAV. The NAV in isolation is a less important measure of performance as the underlying investments are long-term in nature and not readily realisable.

Earnings and dividends

Earnings for the period amounted to a loss of 0.20p per share and the Board is not in a position to recommend an interim income dividend at this time. However, the Board is able to declare a capital distribution of 0.5p per share which will be paid on 26 August 2011 to Shareholders on the register at close of business on 22 July 2011. The total cost of this distribution will be approximately £296,000 and will have the effect of reducing the Company's assets by around 1.4%. The Company has a record of paying regular dividends to Shareholders and, following payment of the interim distribution in August, the Company will have paid back a total of 22.0p per share to Shareholders. As the relative weighting of private company and AIM assets within the portfolio changes in line with the recently amended investment policy, the Board hopes that the income flow into the revenue account will increase and, combined with the realisation of investments when market conditions improve, should facilitate further distributions.

Investment strategy

Consistent with the new investment strategy, your Company aims to alter the focus of the portfolio gradually, through the structured realisation of AIM holdings in order to release funds for investment in cash generative private companies capable of paying higher levels of income.

The Manager will therefore focus on sourcing a wide range of private company assets across a range of attractive industry sectors, which should contribute strong levels of yield to the portfolio while preserving the overall VCT qualifying status of the Company. The Manager saw 382 new transactions last year which met its investment criteria of profitable later-stage companies with robust business models, and employs a highly selective investment process before making any investment, typically making between five and eight investments in each calendar year.

Principal risks and uncertainties

The Board has reviewed the principal risks and uncertainties facing the Company, which are set out in the Annual Report and are the risks involved in investment in small and unquoted companies. In order to reduce the exposure to investment risk, the Company has invested in a broadly-based portfolio of investments in unlisted and AIM quoted companies in the UK.

The VCT qualifying status of the Company is reviewed regularly by your Board and monitored on a continuous basis by the Manager in order to ensure compliance with all of the criteria for VCT status. The Board can confirm that all tests continue to be met.

Shareholder Meetings

The Board was pleased that a significant number of Shareholders attended the Annual General Meeting and General Meeting held on 30 March 2011 and were able to debate the Company's future strategy with the Directors and representatives of the new Manager. A number of key issues were discussed extensively and I feel that all Shareholders would benefit from hearing the result of our deliberations, which I have highlighted in the remainder of my statement.

New Manager

The appointment of Maven as our investment manager was a unanimous Board decision and one which was only reached after lengthy consideration of a number of VCT management houses. All Directors stood down at the Annual General Meeting and the Directors have taken the support for their re-election, and for the change of investment policy put to the separate General Meeting, as an endorsement of the Board's intended strategic direction for the Company. The proposed management fee arrangements were discussed, and the Board has since agreed a fee structure with the Manager which is in line with those already in place between other VCT managers and their clients, and aligns the interests of the Manager and the Company.

Liquidity and borrowing

Following the change of investment policy, the Directors appreciate that there may be concerns over the perceived lack of liquidity in private companies compared to those traded on AIM. However, in recent years, the trading performance of many private companies has been significantly better than those quoted on AIM and new unlisted investments will be structured by Maven in a manner that will deliver regular income and allow for an exit at, hopefully, a gain over entry value.

It had been noted by some Shareholders that the change in investment policy included an ability to borrow up to an amount equal to 15% of net assets, but you may be assured that the Board does not intend to commit the Company to borrowings at this time.

Portfolio review

The Directors and Shareholders understandably sought comfort that the handover from the previous investment manager would be conducted in an orderly and timely manner and that Maven would have adequate opportunity and information to review the legacy portfolio. As you will see from the Interim Management Review, representatives of Maven have already met with the management teams of almost 30 of the investee companies, including both private companies and those quoted on AIM. Prior to its appointment, Maven had existing relationships with all of the key AIM brokers and this has proved beneficial in effecting a number of profitable realisations.

Distributions and discounts

As investments are realised, the Company will need to achieve a balance between the retention and reinvestment of the proceeds in private companies, which could generate a reliable income stream, and returning capital to Shareholders by way of distributions. Discussions on strategy highlighted that the disappointing performance of the Company, as well as the widening discount at which the Company's shares were trading, had added to the concerns of Shareholders who had sheltered significant capital gains at the point of their original investment. If the Board had considered the alternative of winding the Company up, some or all investments may have been realised at 'forced sale' prices, with the result that some Shareholders may have received cash proceeds that were less than their potential capital gains liability.

Over and above a desire to improve investment performance, the Board has set Maven the objective of generating an increase in the level of distributions being paid to Shareholders and reducing the share price discount over the medium term, a dual strategy that the Directors consider to be in the best interests of all Shareholders. The Company has, in the past and when market conditions were deemed appropriate, bought back shares for cancellation, although the Company did not prescribe a level of discount at which such transactions would be completed. Whilst this strategy will remain an option at the Manager's disposal, the Directors' preference is for available funds to be used to ensure that all Shareholders will benefit through the regular payment of distributions.

It should be noted that Maven has made significant financial investment in the other VCTs that it manages and has already made an initial acquisition of 340,000 shares in your Company, with the intention of making further purchases of stock. The Board endorses this strategy as it further aligns the interests of the Manager and Shareholders.

The enhanced buy-back process conducted during our previous fiscal year had been well received and the Board understands that there may be some disappointment that the exercise has not yet been repeated. However, while the Board will remain mindful of having this option at its disposal, it firmly believes that the Company's principal function is as an investment vehicle and that is where the Manager's attentions should, and will, be focussed.

Outlook

The Board is pleased to have implemented a change to the investment strategy for the Company and to have received a Shareholder endorsement of that decision. We believe that the change of Manager and strategy will bring about significant improvement for Shareholders, by introducing an exposure to mature and income producing assets and allowing the Company to establish a medium term basis for paying sustainable levels of tax-free dividends.

The continued difficulty for high quality businesses in accessing bank finance has created a flow of attractive opportunities for well managed generalist VCTs that are capable of employing loan stock and equity based funding structures. The UK wide Maven team is seeing a high level of private company introductions and will leverage its presence and scale to execute larger deals by co-investing all or some of its VCT clients in each transaction. Two yielding private company investments have already been added to the portfolio by the Manager, with early trading performance at or ahead of budget in both cases, and three further transactions are significantly advanced at the time of writing.

Your Board is confident that, as part of the gradual refocusing of the portfolio towards private equity holdings, this type of income producing asset will play a significant role in improving Shareholder returns and achieving a long term recovery in NAV.

Gordon H Brough

Chairman

15 July 2011

Interim Management Review

Market commentary

During the interim period under review the global financial markets have continued to experience a period of relative stability, albeit against a backdrop of heightened geopolitical risk. The general economic environment is expected to remain uncertain and challenging for small businesses in light of the possibility of near or mid-term interest rate rises, increased inflationary pressure and the threat of another recession.

Your Company seeks to generate positive Shareholder returns by diversifying away from a reliance on AIM quoted assets and investing in a wide range of later stage UK businesses with strong balance sheets and robust business models whilst also generating a steady stream of income from these high yielding private company assets.

Manager's overview

During the discussions with the Board prior to its appointment as Manager to the Company, Maven was able to demonstrate a knowledge of many of the existing AIM holdings and its London based AIM team has since undertaken a thorough review of each holding. Maven representatives have continued to meet the management teams of many of the investee companies and trade out of selected holdings when both price and liquidity permit. In particular:

·; the Maven team has now met the management teams of almost 30 of the most significant portfolio companies;

·; since being appointed as Manager on 10 February 2011, Maven has realised £795,000 from AIM disposals, generating a realised gain of £97,000;

·; and the Company has invested £413,000 in two new private equity deals, with a yield on the loan stock element of 12.4% and 12.8% respectively.

The Maven AIM team has now categorised the investments and determined the strategy for individual holdings. The following categorisation has been implemented:

·; investments viewed as long term holds and awaiting market price recovery;

·; investments viewed as medium term holds on the basis of upcoming results or news flow;

·; investments to be held for growth potential or possible M&A activity; and

·; underperforming stocks with limited liquidity or upside potential.

Investment activity

During the period ended 31 May 2011, £305,000 was invested as a direct result of listed corporate events and £214,000 was invested in one new private company investment, Glacier Energy Services. In addition, one further unlisted investment has been made after the period end.

The following investments were completed during the reporting period:

aInvestment completed prior to appointment of Maven Capital Partners UK LLP.

bCommitment to invest made prior to change of investment policy.

Realisations

The table below gives details of realisations during the reporting period.

All of the above realisations were from AIM quoted investments other than 1unlisted investment and 2listed fixed income investment.

At the period end, the portfolio stood at 51 AIM quoted and 8 private company holdings, at a total cost of £28.9 million and with a VCT qualifying level of 85.6%.

Portfolio developments

One new private company investment was added to the portfolio during the period under review:

·; Glacier Energy Services Group is an oil & gas services group with two specialist trading subsidiaries, Roberts Pipeline Machining and Wellclad. Roberts designs and manufactures on-site portable cutting machines for blue chip oil & gas clients. Wellclad provides services to the European offshore and subsea equipment market. Glacier will focus on growth within its core UK market as well as promoting its technologies to the international energy services market.

One additional private company investment was made after the period end:

·; Space Student Living is a provider of contracted management services across the student housing sector, offering a fully integrated accommodation solution covering a range of activities from the initial identification of sites, through overseeing the planning and development phases, to ultimately managing the accommodation under long term contract.

Maven Income and Growth VCT 5 has co-invested in the two new transactions with Maven Income and Growth VCT, Maven Income and Growth VCT 2, Maven Income and Growth VCT 3, Maven Income and Growth VCT 4, Talisman First Venture Capital Trust and Ortus VCT, and is expected to continue to co-invest with these as well as other clients of the Manager. The advantage is that, in aggregate, these client funds are able to underwrite a wider range and larger size of transaction than would be the case on a stand alone basis.

Outlook

It is anticipated that between three and six private equity deals will be completed within the next twelve months. Through selective AIM realisations, Maven will endeavour to ensure that the Company has sufficient cash to participate in every private transaction, thus building a portfolio that is more diversified, higher yielding and less AIM focussed.

It is not envisaged that the Company will participate in any new quoted investments. As cash available will be invested in private equity deals that will provide regular income streams in order to build revenues. The objective is to generate sufficient income to cover the Company's running costs and ultimately enable profits to be distributed to Shareholders by way of dividends.

Maven Capital Partners UK LLP

Manager

15 July 2011

Largest Unlisted and AIM Investments as at 31 May 2011

Cambridge Sensors LimitedA Cambridge www.cs-limited.co.uk

Cost (£'000) 1,175 Year ended 30 April 2010 2009

Valuation (£'000) 1,484 £'000 £'000

Basis of valuation Market value

assessment Sales 2,719 2,777

Equity held 9.4% Profit/(loss) before tax 657 508

Income received Nil Retained profit/(loss) 657 515

First invested June 2002 Net assets 2,320 1,663

Designs and manufactures blood glucose test strips for use in blood glucose test systems, under the Microdot brand.

Vectura Group Plc Bath www.vectura.co.uk

Cost (£'000) 852 Year ended 31 March 2011 2010

Valuation (£'000) 1,332 £'000 £'000

Basis of valuation Bid price Sales 42,900 40,100

Equity held 0.5% Profit/(loss) before tax (13,300) (13,800)

Income received Nil Retained profit/(loss) (8,800) (10,200)

First invested April 2001 Net assets 140,300 147,100

Develops products to treat respiratory, neurological and other diseases.

Datum International Plc Stevenage www.datumplc.com

Cost (£'000) 790 Year ended 30 April 2010 2009B

Valuation (£'000) 1,094 £'000 £'000

Basis of valuation Bid price Sales 781 512

Equity held 21.5% Profit/(loss) before tax 165 (579)

Income received Nil Retained profit/(loss) 165 (579)

First invested May 2005 Net assets 1,102 (478)

Specialises in the development, supply, implementation and support of the Enterprise Content Management

Solution (ECM) KnowledgeWorker.

K3 Business Technology Group Plc Manchester www.k3btg.com

Cost (£'000) 578 Year ended 30 June 2010 C 2008

Valuation (£'000) 1,077 £'000 £'000

Basis of valuation Bid price Sales 59,783 37,619

Equity held 1.9% Profit/(loss) before tax 4,767 3,942

Income received (£'000) 7 Retained profit/(loss) 3,749 2,805

First invested September 2005 Net assets 31,443 27,868

Leading suppliers of Microsoft based business solutions for the supply chain.

Quadnetics Group Plc Studley www.quadnetics.com

Cost (£'000) 1,173 Year ended 30 Nov 2010 2009

Valuation (£'000) 1,059 £'000 £'000

Basis of valuation Bid price Sales 91,124 70,655

Equity held 3.0% Profit/(loss) before tax 1,171 471

Income received (£'000) 157 Retained profit/(loss) 860 259

First invested January 2004 Net assets 31,800 2,158

Leader in advanced surveillance technology and security networks.

Sprue Aegis Plc Coventry www.sprueaegis.com

Cost (£'000) 419 Year ended 31 Dec 2010 2009

Valuation (£'000) 1,040 £'000 £'000

Basis of valuation Bid price Sales 29,873 14,356

Equity held 4.5% Profit/(loss) before tax 2,989 1,913

Income received (£'000) 7 Retained profit/(loss) 2,181 1,575

First invested March 2004 Net assets 7,060 4,706

Designs, manufactures and distributes innovative home safety products, notably smoke and carbon monoxide

detectors, under the FireAngel brand.

Egdon Resources Plc Hook www.egdon-resources.com

Cost (£'000) 335 Year ended 31 July 2010 2009

Valuation (£'000) 810 £'000 £'000

Basis of valuation Bid price Sales 1,252 880

Equity held 3.3% Profit/(loss) before tax 236 (84)

Income received Nil Retained profit/(loss) 235 (84)

First invested June 2001 Net assets 16,031 8,923

UK-based exploration and production company primarily focused on the hydrocarbon-producing basins of

the onshore areas of UK and Europe.

Sinclair Pharma Plc (formerly IS Pharma Plc) London www.sinclairispharma.com

Cost (£'000) 843 Year ended 30 June 2010 2009

Valuation (£'000) 777 £'000 £'000

Basis of valuation Bid price Sales 27,628 30,408

Equity held 1.8% Profit/(loss) before tax (18,353) (4,038)

Income received Nil Retained profit/(loss) (17,628) (3,621)

First invested February 2003 Net assets 66,375 67,358

Acquire, develop and commercialise late-stage pharmaceuticals and medical devices, focusing on oncology,

critical care and neurology.

Infrared Integrated Systems LimitedA Northampton www.irisys.co.uk

Cost (£'000) 500 Year ended 31 Dec 2010 2009

Valuation (£'000) 770 £'000 £'000

Basis of valuation Earnings Sales 18,762 8,989

Equity held 2.3% Profit/(loss) before tax 4,081 (628)

Income received Nil Retained profit/(loss) (5,310) (9,650)

First invested November 2005 Net assets 10,972 6,744

Technology business with advanced infrared detection and imaging capabilities developed for mass market

applications.

Ffastfill Plc London www.ffastfill.com

Cost (£'000) 442 Year ended 31 March 2011 2010

Valuation (£'000) 710 £'000 £'000

Basis of valuation Bid price Sales 15,517 14,274

Equity held 1.6% Profit/(loss) before tax 1,828 1,199

Income received Nil Retained profit/(loss) 1,809 1,141

First invested March 2004 Net assets 14,840 12,623

Leading provider of software as a service to the global derivatives community.

AUnlisted investments.

BSixteen month period.

CEighteen month period.

1Percentage of equity held by other clients of the Manager is 23.0%.

2Percentage of equity held by other clients of the Manager is 0.2%.

3Percentage of equity held by other clients of the Manager is 0.4%.

4Percentage of equity held by other clients of the Manager is 1.2%.

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 2011 and the six months ended 31 May 2010 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 2010, 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 Ordinary Share are 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 2011 have been prepared in accordance with applicable accounting standards, the Companies Act 2006 and the 2009 Statement of Recommended Practice 'Financial Statements of Investment Trust Companies (the SORP);

·; 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 31 May 2011; 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 Net Asset Value per Ordinary Share has been calculated using the number of Ordinary Shares in issue at 31 May 2011 of 59,277,137. A summary of investment changes for the six months under review and an investment portfolio summary as at 31 May 2011 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, 149 St Vincent Street, Glasgow G2 5NW and at the registered office of the Company, 5th Floor, 9-13 St Andrew Street, London EC4A 3AF.

Maven Capital Partners UK LLP

Secretary

15 July 2011