Maven I&g Vct5 Regulatory News (MIG5)

 Maven Income and Growth VCT 5 PLC

Interim Results for the Six Months Ended 31 May 2015 (Unaudited)

The Directors announce the Interim Management Report and unaudited Financial Statements for the six months ended 31 May 2015.

Highlights

· NAV total return of 69.12p per share at 31 May 2015, an increase of 3.2% from 66.95p at 30 November 2014

· NAV at period end of 41.67p per share before payment of the final dividend of 1.70p per share

· Eight new investments added to the portfolio

· A total of £1,148,000 of proceeds raised from AIM disposals

· AIM concentration reduced to 35.1% of total assets

· Increased interim dividend declared of 0.9p per share (2014: 0.8p)

Interim Review

Overview

The continuing objective for your Company is to achieve long term capital appreciation and generate maintainable levels of income for Shareholders, by investing in a diversified portfolio of later-stage private businesses and AIM/ISDX quoted companies with established revenue streams and strong growth potential. During the six month period to 31 May 2015, this strategy has delivered an increase in NAV total return, to 69.12p per share.

During the reporting period the Maven team has continued to source suitable investment opportunities in profitable businesses across the UK, and the asset base now includes 42 private companies, the majority of which are trading in line with plan and paying a regular yield. This revenue is an important component in your Company's ability to sustain an attractive level of tax-free distributions to Shareholders, and consequently your Board is pleased to declare an increased interim dividend of 0.9p per share at the half-year.

Several significant new private companies were added to the portfolio during the six month period. In December 2014, Maven led the management buy-out of Fathom Systems Group and, in the same month, supported the management buy-in of electronics business CB Technology Group. In March 2015, a new investment was completed in IT specialist Flow UK Holdings and a development capital funding package was provided to Traceall Global. A secured property loan was provided in April 2015 to Martel Instruments Holdings, an established business that is an existing investee company of the other Maven managed VCTs.

Maven has also incorporated three new companies to seek out acquisitions in sectors where there are believed to be opportunities and the investment team has relevant industry knowledge and experience.

In June 2015, Maven was named as Private Equity House of the Year at the 2015 M&A Awards. This category recognises managers that have displayed the keenest judgement and opportunism in completing acquisitions or exit transactions during the year, including an acknowledgement of their contribution in increasing the value of investee businesses.

Maven has also been shortlisted at the 2015 Investor Allstars Awards for Private Investor Network of the Year and the Company has been nominated for VCT of the Year. Investor Allstars, now in its thirteenth year, is one of the leading events in the European entrepreneurial and investment community, aiming to celebrate success across the SME investment space.

Dividends

The Board has declared an interim capital dividend of 0.9p per Ordinary Share to be paid on 28 August 2015 to Shareholders on the Register at 31 July 2015. Since the Company's launch, and after receipt of the interim dividend, Shareholders will have received 30.05p 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.

Portfolio Developments

The private equity portfolio has generally performed well, and strong trading results have led to valuation uplifts for a number of companies operating in a range of sectors.

Industrial cleaning services supplier Steminic, which trades as MSIS, has grown into a major provider of cleaning, coatings and inspection services since Maven clients first invested in 2007. The company has recently recorded its most successful year ever, with earnings increasing on the back of investment in new plant and equipment and the customer base growing by 60% in the year. Subsequent to the period end, Steminic was sold to London based Primary Capital for £19.5 million.

Westway Services Holdings, a provider of technical facility services, has a proven track record of delivering a reliable and quality service to its clients across a broad range of planned and reactive maintenance projects. The business enjoys a long-standing relationship with M&S and, in light of recent contract wins, management expect revenues in the current financial year to exceed £55 million, compared to £39 million in the prior year.

SPS (EU), the UK's largest provider of promotional merchandise, has experienced excellent growth under private ownership since Maven clients supported the management buy-out in February 2014. In June 2015 SPS completed the self-funded complementary acquisition of High Profile, a manufacturer of bespoke merchandise, increasing the product range and manufacturing capability of the business.

In light of current trading your Board has taken the prudent step to reduce the valuations in respect of D Mack and Maven Co-invest Fletcher.

The most notable performers within the quoted legacy portfolio were Ideagen, Jelf Group and Plant Impact, which saw a combined valuation increase of £0.9 million over the six month period.

Ideagen announced a robust set of results for the six month period ended 31 October 2014, delivering a significant increase in both revenue and EBITDA. Recurring revenues remained strong, covering 86% of the fixed cost base. Growth has been driven both organically and through a number of small complementary acquisitions. Subsequent to the period end Ideagen purchased Gael, which has strengthened and broadened the product offering whilst adding a number of new key customers. Trading for the year to 30 April 2015 was in line with expectations.

It was a period of stellar growth for Jelf as the company reported record revenue of £82.6 million and delivered £14.6 million of EBITDA for the year ended 30 September 2014. This was the first set of results that included a full year contribution from The Insurance Partnership, which was acquired in 2013 and has been integrated ahead of schedule. In line with the company's strategy, Jelf acquired Beaumonts Insurance Group in March 2015, for a maximum consideration of £18.4 million, which consolidates the group's position in the North of England. The group continues to trade strongly and is on track to meet expectations for the current financial year.

Plant Impact made significant progress in the period after it signed a long term commercial deal in Brazil with Bayer CropScience (Bayer) for the Veritas product, further strengthening the relationship with Bayer. The new agreement is to develop, with Bayer potentially commercialising, new products in the soy market, and extends the initial period of the Veritas agreement to ten years. Following this news, the company raised £6.2 million via a placing to develop products and technology. The positive news flow has been reflected in the share price, which reached a high of 65p during the period.

New Investments

During the period, alongside the provision of funding to support the development of two existing portfolio assets, your Company participated in five new investments in established private companies:

• Fathom Systems Group, a business that provides an extensive range of engineered products for a global blue-chip client base. The diving control systems which Fathom develops are critical to subsea processes and, due to their high safety standards and reliability, are used widely across the diving industry;

• CB Technology Group, a long established contract electronics manufacturer that assembles and tests printed circuit boards, is focused on delivering technically challenging projects from its state of the art facility in Livingston. The company operates in a wide range of industries and is well known for its high-reliability products;

• Flow UK Holdings, a specialist IT security business based in Hertfordshire that provides flexible networking security solutions to customers throughout the UK and Ireland. The business aims to grow organically, by increasing its sales team, and to add scale through a buy & build strategy;

• Traceall Global, a data management solutions provider located in Scotland that delivers a range of tracking, verification and remote sensor monitoring products for the international food and beverage industry; and

• Martel Instruments Holdings, a manufacturer and supplier of custom-built compact printers and display units to a number of global sectors including medical, transportation and retail. The investment generates a paid yield of 8.5% and is underpinned by a first ranking secured charge over the commercial premises occupied by the business.

Additionally, your Company invested in three businesses established by Maven in the industrials, engineering and insurance sectors.

The following investments have been completed during the period:

At the period end, the portfolio stood at 91 unlisted and quoted investments at a total cost of £29.5 million.

Realisations

In line with the strategy of reducing the exposure to AIM, significant partial disposals were made from Anpario, Plant Impact, Sinclair IS Pharma and Sprue Aegis as their share prices and liquidity increased following the announcement of strong financial results and positive news flow. Additionally, a mandatory cash offer was made for Armour Group by Hawk Investment Holdings. It is intended that the Manager will continue the policy of making selective realisations of quoted holdings for best possible value as opportunities arise.

Whilst there have been no private equity exits during the reporting period, two disposals have been completed subsequent to the period end and, as at the date of this report, the Manager is engaged with a number of 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 and deferred considerations received during the reporting period:

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

Material Developments Since the Period End

Since 31 May 2015 a follow-on investment has been completed in an existing portfolio business and one new private company asset has been added to the portfolio. In June 2015, a new investment was completed in Cursor Controls, a manufacturer of trackball pointing solutions which are utilised in a number of industrial applications. Based in Nottinghamshire, Cursor is widely recognised as a global market leader, with over 1,200 trackball variants in its product portfolio.

In June 2015, funds affiliated with Boston-based private equity house Charlesbank Capital Partners entered into an agreement to acquire Six Degrees Group and, in the same month, Steminic (trading as MSIS) was sold to UK private equity house Primary Capital, achieving a 1.3 times total return on cost for your Company since the initial investment in November 2014. The aggregate proceeds received have been reflected in the NAV as at 31 May 2015.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2014 Annual Report, and are the risks associated with investment in small and medium sized unlisted and AIM/ISDX quoted companies, which by their nature, entail a higher risk and lower liquidity than investments in large quoted companies. The valuation of investee companies may be affected by economic conditions and the credit environment, and other risks include 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 Committees and reported to your Board. The Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be met.

Fund Raising

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. All of the Offers reached their fund raising target ahead of schedule and have now closed. The first allotment under the Offer took place on 20 February 2015, when 9,155,381 new Ordinary Shares were issued, and a further allotment of 883,977 new Ordinary Shares took place on 13 April 2015.

Under existing legislation, the Company may use the money raised under the Offer 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 

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 300,000 Shares were bought back at a total cost of £98,000.

VCT Regulatory Developments

The March 2015 Budget included a package of changes to the VCT scheme, including a new age limit on companies qualifying for investment and a new cap on total EIS/VCT investment that a company can receive. As the limits proposed are higher than those provided for under European Union (EU) requirements, and are therefore subject to State Aid approval, the legislation has not been published in the Finance Bill 2015. A consultation period for comments on the draft legislation closed on 15 May 2015.

On 15 April, HM Revenue & Customs (HMRC) published guidance on how it intends to apply the proposed new EU rule changes to investments made between 6 April 2015 and the date the EU grants State Aid approval, which involves new procedures in particular circumstances where investments exceed the basic EU limits of seven years and €5 million in total.

This, combined with the statements made in the July 2015 Budget, has resulted in a degree of uncertainty as to whether or not specific new investments made after 6 April will be VCT qualifying, and may restrict the number and range of later-stage small and medium-sized enterprises that are available for your Company to invest in.

Management and Administration Fees

In order to compensate Maven for additional fixed costs that it has committed to pay on behalf of the Company, with effect from 1 June 2015, the investment management fee payable to the Manager under the investment management agreement was increased to 1.6% (previously 1.5%) of total assets per annum and this has been confirmed independently as a fair and reasonable related party transaction so far as the Shareholders are concerned. In addition, VAT is no longer payable on performance and secretarial fees, and the Manager is pursuing the recovery of amounts previously paid. Based on the average fees paid during the three previous annual accounting periods, and excluding the potential recovery of any VAT paid previously, the net impact of these changes is that there will be a marginal reduction in the Company's total expense ratio.

Distribution of Annual and Interim Reports

Shareholders are able to elect to receive postal or e-mail notifications 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 has been provided with previous Annual and Interim Reports, which Shareholders could complete to confirm whether or not they wished to take advantage of this facility. In the absence of a letter being returned, a Shareholder will have been deemed as having given their consent to receiving only postal notifications that documents are available on the website. Therefore, Shareholders who have previously made an election for postal notification or who elected not to respond, will have received notification by post of the publication of this Interim Report on the Company's website. Shareholders who wish notifications to be sent by e-mail rather than by post should advise the Registrar via www.capitashareportal.com. Hard copies of all documents are available on request.

Dividend Investment Scheme (DIS)

The Directors have agreed to continue to offer 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.

Existing Shareholders whose Shares are held in certificated form (that is, not in CREST) and have previously had their DIS application accepted, and who have not terminated their participation in the scheme, will automatically receive new Ordinary Shares in respect of the interim dividend for the year ending 30 November 2015. Participants whose Shares are in uncertificated form in CREST are required to apply using the CREST procedure on each occasion they wish to receive new Shares in respect of their dividends and, therefore, those who wish to do so in respect of this interim dividend are required to submit a CREST instruction by the election date of 14 August 2015, otherwise they will receive their entitlement in cash.

Full details of the scheme, including a mandate form, are available on the Company's website at www.mavencp.com/migvct5, and a mandate form is also being made available alongside this Interim Report to enable all Shareholders to take advantage of the DIS in respect of the interim dividend for the year ending 30 November 2015. Shareholders wishing to do so should ensure that a mandate form, or CREST instruction if appropriate, is submitted by no later than the above election date.

Shares issued under the DIS will qualify for VCT tax reliefs applicable for the tax year in which they are allotted. Under current VCT legislation, dividends that are invested will be eligible for income tax relief at 30% of the amount invested, subject to an annual investment limit of £200,000, in aggregate, per individual for all investments into new VCT shares in a tax year. However, in light of the investment restrictions proposed in the Government's Summer 2015 Budget, the Directors intend to review the operation of the DIS and reserve the right, under the Terms and Conditions of the Scheme, to suspend or terminate its operation without notice and revert to cash payments to all Participants.

Outlook

Your Company will continue to focus on investing in established UK businesses, which are each capable of generating a high level of income and offer the potential to achieve capital appreciation on realisation. The Board and the Manager believe that this strategy, which has been employed over a number of years, will continue to deliver steady growth in Shareholder value and support a progressive dividend programme.

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

24 July 2015 

1 Based on adjusted NAV as at 31 May 2015.

Investment Portfolio Summary

As at 31 May 2015

Investment Portfolio Summary (continued)

As at 31 May 2015

Investment Portfolio Summary (continued)

As at 31 May 2015

1Other 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.

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 2015 and the six months ended 31 May 2014 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 2014, which have been filed at Companies Houses and which contained an Auditor's 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 2015 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 ended 30 November 2014; and

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

Other Information

The NAV per Ordinary Share has been calculated using the number of Ordinary Shares in issue at 31 May 2015 of 77,341,850 A summary of investment changes for the six months under review and an investment portfolio summary as at 31 May 2015 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. 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

24 July 2015