Maven I&g Vct5 Regulatory News (MIG5)

Maven Income and Growth VCT 5 PLC

Interim results for the six months ended 31 May 2013 (unaudited)

The Directors announce the Interim Management Report and unaudited Financial Statements for the six months ended 31 May 2013.

Chairman's Statement

The continuing focus for your Company is on achieving long-term capital appreciation and the generation of maintainable levels of tax-free income for Shareholders through the selective realisation of AIM quoted investments and the ongoing expansion of the private equity asset base. Your Board is pleased to report further progress in implementing this strategy and to declare an increased interim dividend of 0.65p per share.

In the period under review the rebalancing of the portfolio has continued. A number of the quoted investments have experienced strong trading and positive news flow, which has driven momentum in share prices and provided the Manager with the opportunity to realise holdings and, in doing so, lock-in profits. The cash generated from these sales has been reinvested in line with the objective of continuing to grow revenues from later-stage private company investments.

Your Board is pleased to note that there has been further independent industry recognition of the success of your Manager's investment management strategy. In May this year Maven was announced as winner of Scottish Investor of the Year at the Acquisition International M&A Awards, which recognise consistent achievement in the private equity transactional marketplace.

Highlights

·; NAV total return of 59.32p per share at 31 May 2013, up 3.74p (6.73%) from 30 November 2012;

·; NAV at period end of 34.67p per share after payment of the final dividend of 1.15p;

·; Investment revenues increased by 22.22% compared to the equivalent period in 2012;

·; Total proceeds of £2,477,000 realised from AIM disposals, generating gains of £514,000 over the carrying value at 30 November 2012;

·; Five new investments added to the portfolio during the period; and

·; Interim dividend declared of 0.65p per share (2012: 0.5p).

The most important measure of performance for a VCT is the NAV total return, which is the long term record of dividend payments out of income and capital gains combined with the current NAV.

Dividends

The Board has declared an interim dividend of 0.65p per share, to be paid on 30 August 2013 to Shareholders on the register on 9 August 2013. Since the Company's launch, and after receipt of the proposed interim dividend, Shareholders who invested at the outset will have received 25.30p per share in tax-free dividends.

The Board regards the growing level of dividends as an indication of the success of the Company's investment strategy and is committed to improving Shareholder distributions in future years as the portfolio continues to expand and mature.

Investment portfolio

The structured realisation of elements of the AIM portfolio has continued. The proceeds of these disposals have allowed the Company to continue to invest in further Maven led private equity transactions, and a total of thirteen private company assets have now been added to the portfolio since Maven's appointment as Manager.

Key developments within the portfolio are detailed in the Investment Manager's Review.

Principal risks and uncertainties

The Board has reviewed the principal risks and uncertainties facing the Company, which are set out in full in the 2012 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 mature companies in the United Kingdom.

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 that all of the criteria for VCT qualifying status are met. The Board can confirm that all tests were met throughout the period.

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.

Management fee

Central to the appointment of the new Manager in February 2011 was an agreement that Maven would waive the investment management fee for the first two years of the contract. This two year period has now expired, and the first such investment management fee was paid in the six month period covered by this report.

Board of Directors

Your Board has previously intimated its intention to implement a succession plan once the strategic changes made in recent years had been given the opportunity to show improved results. Jamie Matheson stood down after the last Annual General Meeting (AGM) and, on 1 June 2013, Allister Langlands and Charles Young were appointed to the Board. Both will also serve on the Company's Audit, Management Engagement, Nomination and Remuneration Committees.

Allister Langlands is chairman of John Wood Group PLC, having served previously as chief executive from 2007 to 2012, as deputy chief executive from 1999 and as group finance director from 1991. He has an MA (Hons) in Economics from the University of Edinburgh and completed the Harvard Advanced Management Program in 1999. He is also a member of the Institute of Chartered Accountants of Scotland, having trained with Deloitte Haskins & Sells (now PricewaterhouseCoopers) before being made a partner in 1989.

Charles Young is chief executive of E G Thomson (Holdings) Limited, a private investment company. He is also a non-executive director of Ben Line Agencies Limited and Exakt Precision Tools Limited, and his recent former directorships include Minoan Group Plc. He is a Bachelor of Laws and is a member of the Institute of Chartered Accountants of Scotland, having trained with Arthur Young McClelland Moores & Co (now part of Ernst & Young). He was employed by The British Linen Bank Limited between 1979 and 1997, serving as a main board director from 1991 until 1997, as a director of its corporate finance division from 1986 to 1992 and as managing director of its private equity operations from 1992 to 1997.

Mr Langlands and Mr Young will both stand for re-election at the AGM to be held in 2014, being the first following their appointment, and it is the intention that one or more of the remaining Directors will step down at or before the 2014 AGM. Confirmation of any future changes to the constitution of the Board will be communicated fully to Shareholders in due course.

VCT regulation

The AIC worked closely with the FSA (now replaced by the FCA) on Consultation Paper 12-19 (restrictions on the retail distribution of unregulated collective investment schemes and close substitutes) and its applicability to venture capital trusts. The Board supported the AIC in calling on the FCA to remove VCTs from the proposals in the same way that investment trusts have been and was pleased to note the announcement by the FCA that VCTs have been excluded from the marketing restrictions.

The Manager monitors all potential regulatory changes that are under consideration and keeps the Board informed of any implications for the Company.

VCT Offers and fund raising

A top-up Offer was opened on 23 January 2013 aiming to raise £1.0 million in parallel with Offers by Maven Income and Growth VCT, Maven Income and Growth VCT 2 and Maven Income and Growth VCT 3, each of which was aiming to raise £1.5 million. The Offer was oversubscribed and closed early on 11 February 2013 resulting in the issue of 2,825,317 new Ordinary Shares and raising an additional £950,000 of capital, after expenses.

The Company may use the money raised under the Offer to pay dividends 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 Offer will also provide additional liquidity for the Company to make further later-stage investments and enable it to spread its costs over a larger asset base to the benefit of all Shareholders.

Share buy-back policy

Shareholders have given the Board authority to buy back Shares for cancellation, when it is in the interests of the Shareholders and the Company as a whole, and 320,000 Shares were bought back during the period at a cost of £79,000.

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, 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 above 20% to the prevailing net asset value per share.

The future

Your Board is encouraged by the further improvement in the performance of your Company and believes that the later-stage investment strategy being implemented by Maven will deliver continued enhancement of Shareholder value. The current healthy cash position means that the Manager can realise holdings selectively as and when liquidity and market conditions permit and continue the expansion of the private equity portfolio.

Gordon H Brough

Chairman

26 July 2013

Investment Manager's Review

Overview

During the six month period to 31 May 2013 net assets increased by a further 12.7% to £21.1 million, including the proceeds of the successful Offer for Subscription which closed on 11 February 2013. The portfolio now includes 21 later-stage private company investments, the majority of which are trading positively and paying an income to your Company. The portfolio continues to generate strong levels of revenue, which is an important component in the ability to sustain an attractive level of tax-free distributions to Shareholders.

The Maven team has continued to seek out suitable investment opportunities in profitable UK companies with established revenue streams, and several significant new assets were added to the portfolio during the period. In December 2012 mezzanine finance was provided to Grangeford and, in January 2013, Kelvinlea was added to the portfolio through a second joint venture residential property development with the same developer as Moriond, as that project moves towards a profitable conclusion. In March 2013 a new company was formed to acquire DPP, an established mechanical and electrical maintenance business, and additionally Maven has incorporated two new companies to invest in businesses operating in the food services and oil & gas sectors.

Investment activity

During the period the Maven team completed five new private equity investments on behalf of your Company, and at the period end the portfolio stood at 79 unlisted and AIM/ISDX quoted investments.

The following investments have been completed during the period:

Maven Income and Growth VCT 5 has co-invested in some or all of the above 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, and Talisman First Venture Capital Trust. The Company is expected to continue to co-invest with all other Maven VCT clients, which offers the advantage that, in aggregate, they are able to underwrite a wider range and larger size of transaction than would be the case on a stand-alone basis.

New investment activity

Five private company investments were added to the portfolio during the period under review:

·; Airth Capital, a new company set up to invest in a food services business, a sector where Maven has made a number of successful investments and sees the potential for further opportunities;

·; Burray Capital, a new company established to invest in the oil & gas sector. A target manufacturing business that specialises in instrumentation control packages for the onshore and offshore industries was identified, and this acquisition completed in June 2013;

·; Grangeford, a company which owns and manages a large portfolio of ground rents throughout the UK, which are asset backed yielding investments that provide long term, low risk returns. This transaction is projected to generate capital gain over a 42 month term alongside a 9% paid yield;

·; Kelvinlea, a new company established to acquire a small portfolio of residential properties at a discount to market value and carry out a refurbishment and sales programme over an 18 to 24 month period. The transaction provides an 8.5% paid yield and is also forecast to generate a significant capital gain when the project is completed and all assets are sold; and

·; Ensco 969, a new company formed to acquire DPP, an established business that provides planned and reactive mechanical and electrical maintenance services to operators of pubs, restaurants and retail chains, predominantly in the South of England. DPP has strong levels of contractual and recurring revenues and an excellent track record of attracting new clients and subsequently increasing both the breadth of service and geography within which it is delivered.

A commitment has also been made to provide a fully secured mezzanine loan to Maven Capital (Llandudno) to fund the refurbishment of a hotel in North Wales with a long lease in place. The transaction will provide an 8.65% running yield following completion of the development.

Realisations

In April 2013 a full disposal of Ffastfill following a recommended cash offer for the business at 20p per share generated sale proceeds of £254,000. Total proceeds over the life of the investment were £942,000 and represented a significant uplift from the original cost of £480,000 and an IRR of 60%.

Additionally, significant partial disposals were made from Ideagen and Synectics as their share prices increased following the announcement of strong financial results, and also from Sprue Aegis to take advantage of liquidity in the market. Quoted holdings now represent less than 60% of total assets by value.

The table below gives details of all realisations during the reporting period:

One unlisted investment and two AIM quoted companies were struck off the Register during the period resulting in realised losses of £2,075,000 (cost £2,075,000). However, this had no effect on the NAV as full provisions had been made against the value of these holdings in earlier periods.

After the period end the Manager has continued to dispose of unquoted holdings and lock in profits on the back of improvements in share prices.

Developments since period end

Since 31 May 2013 one follow-on investment has been completed in an existing portfolio company to enable Glacier Energy Services Group to complete the acquisition of a complementary energy service business which provides inspection and non-destructive testing services to the oil & gas and renewables industries. Three new companies were also established to invest in the retail, manufacturing and e-commerce sectors.

In early June 2013, Burray Capital completed the acquisition of HCS Controls, a long-established business that designs, manufactures, assembles and tests instrumentation control packages for the onshore and worldwide offshore oil & gas industry. HCS enjoys a large degree of repeat business from a loyal customer base and will focus on growth through internationalisation into key overseas markets.

In June Maven also completed an investment in Lambert Contracts, a leading specialist contractor in insurance reinstatement, property maintenance and fire protection, that benefits from long term embedded relationships with major insurance companies, loss adjustors and property managers.

Outlook

We will continue to focus on investing the Company, at prudent entry multiples, in later-stage private companies with strong management teams, and which are capable of paying regular income and offer significant potential for capital growth. We believe this strategy is the optimal approach to deliver future growth in Shareholder value and to support a progressive dividend programme.

Maven Capital Partners UK LLP

Manager

26 July 2013

1Other clients of Maven Capital Partners UK LLP.

 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 2013 and the six months ended 31 May 2012 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 2012, 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 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 2013 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 2013; 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 2013 of 60,884,425. A summary of investment changes for the six months under review and an investment portfolio summary as at 31 May 2013 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.

Maven Capital Partners UK LLP

Secretary

26 July 2013