Maven I&g Vct5 Regulatory News (MIG5)

Maven Income and Growth VCT 5 PLC

Interim Results for the Six Months Ended 31 May 2014 (Unaudited)

The Directors announce the Interim Management Report and unaudited Financial Statements for the six months ended 31 May 2014.

Highlights

· NAV total return of 68.83p per share at 31 May 2014, up 6.44p (10.32%) from 30 November 2013;

· NAV at period end of 42.18p per share after payment of the final dividend of 1.35p;

· Six new investments added to the portfolio;

· A total of £2,637,000 of proceeds realised from AIM disposals;

· AIM concentration reduced to 47.8% of total assets; and

· Increased interim dividend declared of 0.80p per share (2013: 0.65p).

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 2014, a combination of valuation uplifts, investment returns and realisation proceeds has resulted in a further increase in NAV total return, to 68.83p per share.

During the reporting period the Maven team has continued to source suitable investment opportunities in profitable UK businesses, and the asset base now includes 32 private companies, of which 24 have been added since the appointment of Maven Capital Partners as Manager in 2011 at an aggregate investment cost of £7.0 million. The majority of the underlying businesses are trading in line with or ahead of plan, and paying a regular yield, which is an important component in your Company's ability to sustain an attractive level of tax-free distributions to Shareholders. It was also a period of strong performance for the legacy AIM portfolio, enabling the Manager to make several meaningful realisations, and consequently your Board is pleased to declare an

increased interim dividend of 0.80p per share at the half-year.

Several significant new private companies were added to the portfolio during the six month period. In December 2013, Maven led the management buy-out of R&M Engineering Group, an oil & gas services business, and an investment was also completed in Maven Capital (Claremont House). In the same month, a development capital funding package was provided to specialist tyre manufacturer D Mack.

In February 2014, the Manager supported the management buy-out of SPS (EU) from 4imprint Group and drawdowns commenced on the committed first-ranking secured mezzanine loan to Maven Capital (Llandudno). In March 2014, Maven led an investment in London headquartered ISN Solutions Group, an IT support and services business, and in the following month supported the buy-in/management buy-out of Forfar based RMEC Group, a specialist provider of engineering solutions and pressure control equipment to the oil & gas industry.

Dividends

The Board has declared an interim capital dividend of 0.80p per Ordinary Share to be paid on 29 August 2014 to Shareholders on the Register at 8 August 2014. After receipt of the interim dividend, Shareholders who invested in the Company at the outset will have received 27.45p 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 a number of companies, including several of the most recent investments, are trading ahead of plan and already becoming valuable assets for your Company. Following an initial investment in December 2013, additional funding has been provided to D Mack to develop its range of passenger car tyres. The company's profile has been boosted by very strong performances at the

2014 World Rally Championship events.

During the reporting period a follow-on investment was made in Glacier Energy Services Group, an oil & gas service business headquartered in Aberdeen that is focused on growth within its core UK market. This investment funded the acquisition of Professional Testing Services, a business that provides a comprehensive range of non-destructive testing services to the oil & gas and renewable sectors.

Maven Co-invest Exodus, which is invested in Six Degrees Group, was established in 2011 to implement a buy & build strategy for the group, which has now completed 13 acquisitions in the telecommunications and IT sectors. The company is now a broad based telecommunications service sector business centred on the converging of mobile, fixed-line, broadband, internet and IT technology businesses, and delivered annual sales of £51.5 million for the year ended 31 March 2013.

The most notable performers within the quoted legacy portfolio were Sprue Aegis and Ideagen, which saw a combined valuation increase of £2.0 million over the six month period.

Ideagen reported an excellent set of interim results for the six month period ended 31 October 2013. The company generated £3.7 million of revenues, an increase of 42% compared to the same period in the prior year, with growth driven both organically and through the acquisitions of MSS and Pentana. This momentum has been sustained, and results for the year to 30 April 2014 should show the group's fifth consecutive year of growth in revenues and earnings before interest, taxation, depreciation and amortisation. The Manager has continued to take the opportunity to lock in profits through steady realisations.

Following the announcement of record results for the year ended 31 December 2013, which saw revenues and pre-tax profit increasing to £48.4 million and £4.87 million respectively, Sprue Aegis moved onto AIM, raising £7.2 million net of expenses at a placing price of 200p per share. The funds will provide additional working capital to support sales growth across Sprue's markets, particularly in France, and to fund product development.

New Investments

During the period your Company participated in six new private equity transactions, alongside follow-on investments supporting the development of two existing portfolio companies.

· D Mack, a business based in Carlisle that designs and sells high performance tyres to the motorsport, truck and passenger markets, and which has already established partnership agreements in 72 countries across the world;

· R&M Engineering Group, a long4 established business that provides integrated engineering services to the North Sea oil & gas industry, with the ability to undertake a full service offering in-house including design, machining and final fabrication. The business will look to expand into new markets through the development of a laser survey & scanning division, which will provide a 3D survey capability using advanced scanning technology and software;

· Maven Capital (Claremont House), a new company formed to acquire a property located close to the University of Glasgow and undertake a refurbishment programme to provide high quality student accommodation. Completion of the project is scheduled prior to the start of the 2014/15 academic year;

· SPS (EU), the UK's market leading supplier of branded promotional merchandise, operating from a modern, well invested site in Blackpool and is well placed to expand by developing new products into an improving economy;

· ISN Solutions Group, a business headquartered in London that provides consultancy, project management and outsourced IT services to a niche client base in the upstream exploration and production oil & gas sector; and

· RMEC Group, a specialist provider of engineering solutions and pressure control equipment to the oil & gas industry.

The following investments have been completed during the period:

At the period end, the portfolio stood at 84 unlisted and quoted investments at a total cost of £24.6 million.

Realisations

In April 2014, a distribution was received following the sale of all of the assets within the estate of Convivial London Pubs, and the mezzanine loan provided to Tuscola (FC100) was repaid in full during May 2014. Additionally, significant partial disposals were made from Egdon Resources, Ideagen, Sprue Aegis and Vectura Group as their share prices and liquidity increased following the announcement of strong financial results and positive news flow.

The Manager is currently engaged with several 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 during the reporting period:

1Holding acquired and realised during the period.

Two AIM quoted companies were struck off the Register during the period, resulting in a realised loss of £1,007,000 (cost £1,007,000). This had no effect on the NAV as full provisions had been made in earlier periods.

In line with the strategy of reducing the exposure to AIM, further disposals were made during the period, and it is intended that the Manager will continue the policy of making selective realisations of quoted holdings for best possible value as opportunities arise.

Material Developments Since the Period End

Since 31 May 2014, three follow-on investments have been completed in existing portfolio companies, including the provision of funding to enable Kelvinlea to acquire Moriond; this transaction will create synergies in the marketing process as the remaining residential properties held by both companies are sold. One new private company asset was added to the portfolio when, in June 2014, Maven led a secondary buy-out of Just Trays from Gresham Private Equity. Just Trays is the UK's leading manufacturer of shower trays and related accessories, with all product design, development and production undertaken at its main facility in Leeds.

Within the quoted portfolio, Straight announced on 9 June 2014 that One51 PLC had made a cash offer for the entire issued and to be issued share capital of the company at 78p per share and that this offer had been recommended by the board. The Company will receive proceeds of £386,000 once the scheme of arrangement is complete. 

In July 2014, the Company participated in the AIM IPO of ClearStar Inc, a leading cloud-based employment screening software developer based in the US that is seeking to expand into the UK and Europe. The net proceeds of the Placing will fund marketing spend, research and development in its technology platform and provide access to capital if suitable acquisition opportunities arise.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2013 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 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 your Board and monitored continually by the Manager, and the Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be met.

Whilst your Company and the Manager are registered in England, a number of the investee businesses are located in Scotland, and it is acknowledged that there is uncertainty in relation to the referendum on Scottish independence due to take place on 18 September 2014. The Board considers that should the vote be in favour of independence, there will be a transitional period during which there will be an opportunity to assess the impact and take any appropriate action. 

Fund Raising

In September 2013, the Company announced that it planned to raise up to £3 million in a joint Offer for Subscription alongside the other Maven VCTs. The first allotment under the Offer took place on 3 February 2014 when 4,346,689 new Ordinary Shares were issued, and a further allotment of 2,310,321 new Ordinary Shares took place on 5 April 2014.

The Offer was fully subscribed by 4 April 2014, and closed on 5 April 2014 in relation to the tax year 2013/14. In consideration of certain provisions contained within The Finance Bill 2014, which could have had adverse tax consequences for the Company and its Shareholders, the Board decided to postpone the issue of new shares under the Offer in respect of the 2014/15 tax year until there was certainty that the allotments could take place without contravening the new rules. HM Treasury has now clarified the operation of the proposed changes to

regulations, and the Offer was subsequently closed on 30 May 2014, with a final allotment of 985,093 new Ordinary Shares taking place on 1 July 2014 using the over-allotment facility set out in the Prospectus.

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-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. No Shares were bought back during the period under review.

It is the view of the Board that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, shares should be bought back at prices representing a discount of between 10% and 20% to the prevailing NAV per share. However, should market conditions require the Board to take appropriate action, it is possible that shares may also be bought back outwith that range.

VCT Regulatory Developments

The AIFM Directive came into force on 21 July 2011 and was implemented within the UK on 22 July 2013. The Board and the Manager have engaged legal advisers to ensure that the impact of the legislation has been considered fully, and the Directors have taken the decision to register Maven Income and Growth VCT 5 PLC as a self-managed small registered AIFM. This will enable the Company to take advantage of the reduced reporting requirements and avoid the direct and indirect costs of appointing a depositary. The application was submitted on 22 January 2014 and the Company was registered on 22 July 2014; governance and procedures are in place to ensure compliance with the Directive.

The Association of Investment Companies (AIC) has participated in a consultation process to ensure the Government's continued long-term support for the VCT sector by addressing concerns from HM Treasury that enhanced shared buy-back (EBB) schemes conflict with the public policy objectives of VCTs. Whilst it is proposed that the buy-back and cancellation of shares will continue to be permitted, it is the Government's intention through the Finance Bill that EBBs will be prohibited.

HM Treasury has published draft legislation to address its concerns about the use of share premium accounts to return capital to investors, which will prevent VCT s returning capital within three years of the accounting period in which the shares were issued. These changes are effective from 6 April 2014 but, as the provisions may have affected the ability to pay dividends out of reserves created from the reduction of share premium or capital where the VCT has issued shares of the same class before and after 5 April 2014, the AIC sought clarification on this matter. HMRC has confirmed that it is the intention that the new rule will apply only in respect of returns of capital from shares issued on or after 6 April 2014, and that the draft legislation will be amended prior to receiving Royal Assent.

Distribution of Annual and Interim Reports

The Board is aware that a number of Shareholders have expressed an interest in receiving notification, by post or e-mail, that documents, including annual and interim reports, are available on the Company's website, with the ability to do so being provided for under the Articles of Association.

A letter of request is included with the Interim Report for Shareholders to complete and return to confirm whether or not they wish to take advantage of this facility. It should be noted that the option to receive hard copies of documents will still be available. However, should no letter of request be received advising to the contrary, Shareholders will be deemed to have given their consent to receiving only postal notifications that documents are available on the website.

Board of Directors

Your Board has previously intimated its intention to implement a succession plan, and as part of this process, Allister Langlands and Charles Young were appointed to the Board on 1 June 2013. They were subsequently re-elected as Directors at the Annual General Meeting (AGM) on 22 April 2014, being the first following their appointment, at which Gordon Brough stood down as Chairman. Following the conclusion of the AGM, Allister took over as Chairman of the Board.

Outlook

Your Company will continue to focus on investing at attractive entry values in established UK businesses that are capable of generating income and have significant potential for capital appreciation. The Board and the Manager believe this strategy continues to be the optimal approach to support a progressive dividend programme and to deliver consistent growth in Shareholder value.

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

30 July 2014

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 2014 and the six months ended 31 May 2013 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 2013, 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 2014 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 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 2014 of 67,512,435. A summary of investment changes for the six months under review and an investment portfolio summary as at 31 May 2014 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

30 July 2014