TIDMMIG3
RNS Number : 9333D
Maven Income and Growth VCT 3 PLC
07 March 2022
Maven Income and Growth VCT 3 PLC
Final results for the year ended 30 November 2021
The Directors report the Company's financial results for the
year ended 30 November 2021.
Highlights
-- NAV total return at the year end of 152.97p per share (2020: 144.44p)
-- NAV at the year end of 62.55p per share (2020: 56.27p), after
total dividend payments of 2.25p per share during the year
-- Interim dividend of 1.25p per share paid on 10 September 2021
-- Second interim dividend of 2.00p per share to be paid on 11 March 2022
-- Final dividend of 1.50p per share has been proposed for payment on 26 April 2022
-- Offer for Subscription launched and seeking to raise up to GBP20 million
Chairman's Statement
On behalf of your Board, I am pleased to announce the results
for the financial year to 30 November 2021. This has been a year of
good progress, despite the ongoing challenges in the wider economy
resulting from the pandemic. Your Company is reporting an increase
in NAV total return to 152.97p per share and a higher level of
tax-free Shareholder distributions. Your Company has now achieved
13 consecutive years of growth in NAV total return, which
demonstrates the strength and resilience of the underlying
portfolio. During the year, a number of private companies have made
further commercial progress, which has resulted in uplifts to
certain valuations, whilst the AIM quoted portfolio has also
performed well. Three profitable realisations from the private
company portfolio were completed during the year and GENinCode
floated on AIM generating a 2.7x uplift in value at the time of the
IPO. Shortly after the period end, the holding in Quorum Cyber was
realised for an overall money multiple of 6.5x inclusive of a
retained minority holding.
Overview
The first half of the financial year was dominated by ongoing
disruption in relation to COVID-19, as a second wave of infection
hit the UK, resulting in the re-introduction of protective measures
and a further nationwide lockdown. The success of the vaccination
roll-out and the gradual easing of restrictions from late spring
onwards resulted in a significant improvement in economic activity.
However, the subsequent emergence of the Omicron variant caused
further market uncertainty towards the end of the financial
year.
It is encouraging to report that your Company has continued to
make good progress in line with its core strategic objective, which
is focused on building a large and broadly based portfolio of
private and AIM quoted companies that are capable of achieving
scale and generating a capital gain on exit. In order to facilitate
the continued development and expansion of the portfolio, in late
September 2021, your Company launched joint Offers for Subscription
alongside Maven Income and Growth VCT 4 PLC, to raise GBP10 million
each, with an over-allotment facility of up to a further GBP10
million for each company. Following good levels of early interest,
it is encouraging to report that at the timing of writing GBP10.42
million has been raised by your Company and the Directors would
like to remind Shareholders, and any potential investors, that the
Offer remains open until 4 April 2022 for the 2021/22 tax year and
27 May 2022 for the 2022/23 tax year, unless it is fully subscribed
ahead of this date. Further details about the Offer can be found at
www.mavencp.com/vctoffer.
It has now been over six years since the VCT rules changed and
redefined the criteria of VCT qualifying investments. During this
period, significant progress has been made in constructing a
diverse portfolio of high growth private company holdings across a
wide range of sectors. The Board is pleased to report that many of
the earlier stage portfolio companies are now achieving scale and
delivering their strategic and commercial growth objectives. In
certain cases, this has required a flexing or pivot of the business
model to adapt to a fundamental shift in market dynamics, or to
meet a new opportunity. Across the portfolio there are examples of
investee companies that have delivered good commercial progress,
often measured in terms of growth in contracted recurring revenue,
and it is pleasing to note that, this has resulted in uplifts to
several valuations. Your Company also benefits from a portfolio of
later stage investments, completed prior to the change in VCT
rules, and these more mature holdings remain a core component of
the portfolio helping to counterbalance the higher risk associated
with investment in earlier stage high growth companies.
The AIM quoted portfolio now accounts for 9% of net assets and
has delivered a positive performance, recording a total gain of
GBP1.33 million during the year. The Directors believe that
selective investment in AIM offers exposure to a wider range of
growth companies often with more favourable liquidity
characteristics and it is anticipated that further new investments
will be made in the year ahead. A notable highlight of the
financial year was the successful flotation on AIM of investee
company GENinCode, which completed in July 2021 and generated an
uplift in value of 2.7x cost at the time of IPO, over a holding
period of approximately one year. The objective to achieve a market
listing was quickly identified as a key target for GENinCode that
would help accelerate the future growth and development of the
business. The Directors are pleased to note the active role played
by Maven's AIM team in completing this transaction.
During the year, there has been a resurgence in exit activity
across the portfolio, which resulted in the profitable realisations
of the holdings in Curo Compensation, eSafe and Mojo Mortgages,
generating returns on cost of 1.1x, 1.4x and up to 1.8x
respectively. Post the period end, your Company achieved its most
significant return to date from the early stage portfolio with the
realisation of the holding in Quorum Cyber, which achieved an
overall money multiple return of 6.5x inclusive of a retained
minority holding in the business. This successful realisation helps
to demonstrate the ability of certain early stage companies to
generate meaningful growth in Shareholder value over a relatively
short period of time. Although the timing of exits is often hard to
predict, based on the progress achieved, the Directors are
optimistic that further profitable exits can be achieved in the
year ahead to help to underpin future dividend payments.
Shareholders will find full details of the portfolio
developments together with a summary of the new investments
completed and realisations achieved in the Investment Manager's
Review in the Annual Report.
COVID-19
Whilst the success of the UK's vaccination programme has enabled
the economy and our society to resume most day-to-day activities,
the pandemic continues to be a dominant feature and the emergence
of the Omicron variant in late 2021 was a timely reminder that the
virus has the potential to cause further disruption during the year
ahead.
Historically, your Company has maintained a relatively low level
of direct exposure to consumer facing sectors such as retail,
leisure, travel, hospitality and entertainment, which were most
severely impacted by the pandemic. The Manager's focus on investing
in dynamic businesses with strong, often counter-cyclical, growth
characteristics has proven to be a sound strategy, that has helped
to insulate the portfolio from the worst impact of the pandemic. It
is also encouraging that several investee companies, specifically
those that are active in the biotech or medtech space, have
contributed towards the UK's effort to tackle COVID-19, including
developing testing and therapeutics, or manufacturing medical
products and devices.
Throughout the period, the Manager has adhered to all Government
and local guidelines, with its regional offices and administration
hub moving to a remote working model in March 2020. During this
period, full operational capability has been maintained and there
has been no impact on the management or running of your Company.
The Maven offices have now fully re-opened and it is anticipated
that 2022 will see a return to a normalised office based working
pattern.
Until recently all Board Meetings were conducted via Microsoft
Teams, which has proven to be an effective medium. However, face to
face Meetings have now resumed and, subject to any further changes
in Government guidance, will continue to follow the traditional in
person format. It is also intended that the 2022 AGM will also take
place in person, full details of which can be found in the Notice
of Annual General Meeting in the Annual Report.
Brexit
The UK formally left the EU on 31 January 2020 and entered into
an eleven month transition period that ended on 31 December 2020,
with the EU (Future Relationship) Act 2020 coming into effect on 1
January 2021.
The Manager had been working closely with portfolio companies
both prior to and during the transition period, in order to help
identify any potential issues and to put in place contingency
measures to mitigate against perceived problems such as supply
chain disruption or staffing shortages. It is encouraging to report
that, whilst the majority of the investee companies have limited
direct exposure to the EU, there have been no significant indirect
issues of note beyond the general market uncertainty that have
affected the wider UK economy.
There is now greater clarity on the impact of Brexit and, whilst
it is likely that there will be issues that impact across the
economy, the Directors are comfortable that the sectoral diversity
of the portfolio, as well as its UK focus, should ensure that your
Company is well positioned to benefit from economic growth in the
years to come.
Registration Services
Following a review of the registration and receiving agency
services provided by a number of suppliers, and after undertaking
extensive due diligence on its service features and operations, The
City Partnership (UK) Limited (City Partnership) was appointed as
the Registrar to your Company and the other Maven managed VCTs with
effect from 25 October 2021, and is also acting as Receiving Agent
for the current Offers.
Shareholders should have received a welcome letter from the new
Registrar, including an invitation to register for its online
portal at maven-cp.cityhub.uk.com/login. A separate enclosure from
City Partnership, detailing the benefits of using the online portal
and how to register, is included with this Annual Report.
The Board and the Manager are encouraged by the performance and
service provided by City Partnership to date, both in terms of the
management of the share register and activities related to the
current Offers.
Dividend Policy
Decisions on distributions take into consideration a number of
factors, including the realisation of capital gains, the adequacy
of distributable reserves, the availability of surplus revenue and
the VCT qualifying level, all of which are kept under close and
regular review.
The Board and the Manager recognise the importance of tax-free
distributions to Shareholders and, subject to the considerations
outlined above, will seek, as a guide, to pay an annual dividend
that represents 5% of the NAV per share at the preceding year end.
It should be noted that the effect of paying a dividend is to
reduce the NAV of the Company by the total cost of the
distribution.
The Directors would like to remind Shareholders that, as the
portfolio continues to expand and a greater proportion of holdings
are invested in early stage companies, the timing of distributions
will be more closely linked to realisation activity, whilst also
reflecting the Company's requirement to maintain its VCT qualifying
level. If larger distributions are required as a consequence of
significant exits, this will result in a corresponding reduction in
NAV per share. However, your Board considers this to be a tax
efficient means of returning value to Shareholders, whilst ensuring
ongoing compliance with the requirements of the VCT
legislation.
Further Interim Dividend and Proposed Final Dividend
In light of the recent realisation activity, your Board was
pleased to declare a second interim dividend of 2.00p per Ordinary
Share in respect of the year ended 30 November 2021, which will be
paid on 11 March 2022 to Shareholders on the register at 11
February 2022.
Furthermore, your Board is pleased to propose that a final
dividend of 1.50p per Ordinary Share, in respect of the year ended
30 November 2021, will be paid on 26 April 2022 to Shareholders on
the register at 25 March 2022. This will bring total distributions
for the financial year to 4.75p per Ordinary Share, representing a
yield of 8.44% based on the NAV at the preceding year end of 56.27p
per share. Since the Company's launch, and after receipt of the
proposed final dividend, Shareholders will have received 93.92p per
share in tax-free distributions.
Dividend Investment Scheme (DIS)
The Directors would like to remind Shareholders that your
Company operates a DIS, through which dividend payments can be
utilised to subscribe for new Ordinary Shares issued by the Company
under the standing authority requested from Shareholders at Annual
General Meetings. Shares issued under the DIS should qualify for
VCT tax relief applicable to the tax year in which they are
allotted, subject to an individual Shareholder's particular
circumstances.
Shareholders can elect to participate in the DIS in respect of
future dividends, including the payment of the proposed final
dividend, to be paid on 26 April 2022, by completing a DIS mandate,
which must be received by the Registrar (City Partnership) before 8
April 2022, this being the relevant dividend election date. The
mandate form, terms & conditions and full details of the scheme
(including further details about tax considerations) are available
from the Company's website at www.mavencp.com/migvct3. Election to
participate in the DIS can also be made through the Registrar's
share portal at maven-cp.cityhub.uk.com/login.
If a Shareholder is in any doubt about the merits of
participating in the DIS, or their own tax status, they should seek
advice from a suitably qualified adviser.
Fund Raising and Allotment
On 20 September 2021, your Company, together with the board of
Maven Income and Growth VCT 4 PLC, launched joint Offers for
Subscription for new Ordinary Shares of up to GBP20 million in
aggregate (GBP10 million for each company), with a combined
over-allotment facility of up to GBP20 million (GBP10 million for
each company).
Following good levels of early applications, an allotment of
13,603,037 new Ordinary Shares, in respect of the 2021/22 tax year,
was made on 4 February 2022. It is intended that a further
allotment for the 2021/22 tax year will be made on 22 March 2022,
with a final allotment for the tax year on or before 5 April 2022.
An allotment for the 2022/23 tax year will take place after 5 April
2022, and on or before 3 June 2022, once the Offer has closed.
Further details regarding the new Ordinary Shares issued under the
Offer for Subscription can be found in Note 12 to the Financial
Statements.
This additional liquidity will enable your Company to continue
to expand the portfolio by investing in ambitious, growth focused
private and AIM quoted companies that operate across a broad range
of market sectors, and which are capable of generating capital
gains. It will also ensure that existing portfolio companies that
are making tangible commercial progress can continue to be
supported through follow-on funding. Furthermore, the funds raised
will allow your Company to maintain its share buy-back policy,
whilst also spreading costs over a wider asset base in line with
the objective of maintaining a competitive total expense ratio for
the benefit of all Shareholders.
Share Buy-backs
Shareholders will be aware that a primary objective for the
Board is to ensure that the Company retains sufficient liquidity
for making investments in line with its stated policy, and for the
continued payment of dividends. However, the Directors also
acknowledge the need to maintain an orderly market in the Company's
shares and have, therefore, delegated authority to the Manager to
buy back shares in the market for cancellation or to be held in
treasury, subject always to such transactions being in the best
interests of Shareholders.
It is intended that the Company should seek to maintain a
discount that is approximately 5% below the latest published NAV
per share, subject to market conditions, availability liquidity and
the maintenance of the Company's VCT qualifying status.
VCT Regulatory Developments
During the period under review there have been no further
amendments to the rules governing VCTs. The Autumn Budget was
delivered on 27 October 2021 and did not propose any changes to the
legislation governing VCTs.
The Directors and the Manager continue to apply the
International Private Equity and Venture Capital Valuation (IPEV)
Guidelines as the central methodology for all private company
valuations. The IPEV Guidelines are the prevailing framework for
fair value information in the private equity and venture capital
industry.
Environmental, Social and Governance (ESG)
The Board is cognisant of the importance of ESG principles and
believes that each portfolio company should behave responsibly
towards the environment and society, whilst operating in line with
governance best practice. The Directors are pleased to report that
the Manager has increased its focus on ESG and has integrated the
core criteria into its investment appraisal process. Additionally,
a robust framework has been developed to ensure that any ESG
considerations are monitored and managed carefully throughout the
period of investment.
In May 2021, the Manager became a signatory to the
internationally recognised Principles for Responsible Investment,
demonstrating its commitment to include ESG as an integral part of
its investment decision making and ownership. The Manager has also
become a signatory to the Investing in Women Code, which aims to
improve female entrepreneurs' access to tools, resources and
finance, supporting diversity and inclusion in access to
finance.
Although neither the Company nor the Manager are currently
required to disclose climate related financial information in line
with the Task Force on Climate related Financial Disclosures
(TCFD), they recognise the aim and importance of the TCFD
recommendations to provide a foundation to improve investors'
ability to appropriately assess climate-related risk and
opportunities. Disclosing information against the TCFD
recommendations remains an objective of the Manager as part of its
ESG initiatives and progress will be monitored by the
Directors.
Maven Capital Partners LLP (Maven)
As noted in the 2021 Interim Report, Mattioli Woods plc
completed the acquisition of Maven on 1 July 2021. The Directors
are pleased to confirm that, following this strategic development,
there has been no material change to the management of your
Company. As previously outlined, Maven now operates as an
independently managed subsidiary of Mattioli Woods, retaining its
regional business model, people and brand in entirety, with no
direct impact for Maven's VCT clients, Shareholders or investee
companies. Your Board considers this to be a positive step in the
evolution of Maven and does not anticipate any significant
operational changes, with Bill Nixon remaining as Managing Partner
and lead VCT fund manager. In addition, the investment team and
support staff providing company secretarial, accounting and
administrative services, are all continuing to operate as
before.
Mattioli Woods is one of the UK's leading providers of wealth
management and financial planning services and Maven offers a
highly complementary fit with its existing operations. Maven and
Mattioli Woods share a common objective of continuing to expand the
enlarged business under PLC ownership. Both businesses are well
known to each other and there is strong cultural alignment, as well
as a common focus on providing clients with the best possible
service. Further details on Mattioli Woods can be found at
www.mattioliwoods.com.
Annual General Meeting (AGM)
The Directors are pleased to confirm that, subject to no
variation in the guidelines in relation to the pandemic, the 2022
AGM will be held in the London office of Maven Capital Partners UK
LLP on 6 April 2022, commencing at 12:30pm. The Notice of Annual
General Meeting can be found in the Annual Report.
Ukraine
As at the date of publication of this Annual Report, global
attention has become focused on the evolving situation in Ukraine
and the significant humanitarian issues that are unfolding. Whilst
the economic impact of these developments are not yet fully known,
it is likely that financial markets and commodity prices will
experience some volatility over the coming period. The Board and
the Manager will continue to monitor the situation closely and
remain hopeful that a swift and peaceful resolution can be
achieved.
The Future
Your Company has made further significant progress in the
financial year, delivering growth in line with its core investment
objective. Your Board remains optimistic that the portfolio of
investee companies has sufficient sector diversity and balance,
reflecting its hybrid private and AIM quoted company investment
strategy. The additional liquidity provided by the current fund
raising will facilitate the continuation of this approach, and it
is anticipated that there will be further expansion and development
of the portfolio in the year ahead, which should support the
continued growth in Shareholder value and help to maintain a
programme of regular tax-free distributions.
Atul Devani
Chairman
7 March 2022
Business Report
This Business Report is intended to provide an overview of the
strategy and business model of the Company, as well as the key
measures used by the Directors in overseeing its management. The
Company is a VCT and invests in accordance with the investment
objective set out below.
Investment Objective
The Company aims to achieve long-term capital appreciation and
generate income for Shareholders.
Business Model and Investment Policy
The Company intends to achieve its objective by:
-- investing the majority of its funds in a diversified
portfolio of shares and securities in smaller, unquoted UK
companies and AIM/AQSE quoted companies that meet the criteria for
VCT qualifying investments and have strong growth potential;
-- investing no more than GBP1.25 million in any company in one
year and no more than 15% of the Company's assets by cost in one
business at any time; and
-- borrowing up to 15% of net asset value, if required and only
on a selective basis, in pursuit of its investment strategy.
Principal and Emerging Risks and Uncertainties
The Board and the Audit & Risk Committee have an ongoing
process for identifying, evaluating and monitoring the principal
and emerging risks and uncertainties facing the Company. The risk
register and dashboard form key parts of the Company's risk
management framework used to carry out a robust assessment of the
risks, including a significant focus on the controls in place to
mitigate them. The principal and emerging risks and uncertainties
facing the Company are considered to be as follows:
Investment Risk
The majority of the Company's investments are in small and
medium sized unquoted UK companies and AIM/AQSE quoted companies
which, by their nature, carry a higher level of risk and lower
liquidity than investments in large quoted companies. The Board
aims to limit the risk attached to the investment portfolio as a
whole by ensuring that a robust and structured selection,
monitoring and realisation process is applied. The Board reviews
the investment portfolio with the Manager on a regular basis.
The Company manages and minimises investment risk by:
-- diversifying across a large number of companies;
-- diversifying across a range of economic sectors;
-- actively and closely monitoring the progress of investee companies;
-- co-investing with other clients of Maven, other VCT managers
and/or other co-investment partners;
-- ensuring valuations of underlying investments are made fairly
and reasonably (see Notes to the Financial Statements 1(e), 1(f)
and 16 in the Annual Report for further details);
-- taking steps to ensure that share price discount is managed appropriately; and
-- choosing and appointing an FCA authorised investment manager
with the skills, experience and resources required to achieve the
investment objective, with ongoing monitoring to ensure the Manager
is performing in line with expectations.
Operational Risk
The Board has been aware of the heightened cyber security risk
and potential consequences of IT failure during the pandemic,
particularly in relation to the reliance on remote working
practices by the Manager and key third parties during this period.
The Board has closely monitored the systems and controls in place
to prevent or mitigate against a systems or data security failure
and the overall effectiveness of business continuity arrangements
of the Manager and third parties.
VCT Qualifying Status Risk
The Company operates in a complex regulatory environment and
faces a number of related risks, including:
-- becoming subject to capital gains tax on the sale of its
investments as a result of a breach of Section 274 of the Income
Tax Act 2007;
-- loss of VCT status and the consequential loss of tax reliefs
available to Shareholders as a result of a breach of the VCT
Regulations;
-- loss of VCT status and reputational damage as a result of
serious breach of other regulations such as the FCA Listing Rules
and the Companies Act 2006 (the Companies Act); and
-- increased investment restrictions resulting from the EU State
Aid Rules incorporated by the Finance (No. 2) Act 2015 and the
Finance Act 2018.
The Board works closely with the Manager to ensure compliance
with all applicable and upcoming legislation, such that VCT
qualifying status is maintained. Further information on the
management of this risk is detailed under other headings in this
Business Report.
Legislative and Regulatory Risk
The Directors strive to maintain a good understanding of the
changing regulatory agenda and consider emerging issues so that
appropriate changes can be implemented and developed in good time.
In order to maintain its approval as a VCT, the Company is required
to comply with current VCT legislation in the UK as well as the EU
State Aid Rules. Changes to either legislation could have an
adverse impact on Shareholder investment returns, whilst
maintaining the Company's VCT status. The Board and the Manager
continue to make representations where appropriate, either directly
or through relevant industry bodies such as the Association of
Investment Companies (AIC), the British Venture Capital Association
(BVCA) and the Venture Capital Trust Association (VCTA).
The Company has retained Philip Hare & Associates LLP as its
principal VCT adviser and also uses the services of a number of
other VCT advisers on a transactional basis.
Breaches of other regulations including, but not limited to, the
Companies Act, the FCA Listing Rules, the FCA Disclosure Guidance
and Transparency Rules, the General Data Protection Regulation
(GDPR), and the Alternative Investment Fund Managers Directive
(AIFMD), could lead to a number of detrimental outcomes and
reputational damage. Breaches of controls by service providers to
the Company could also lead to reputational loss or damage.
The AIFMD, which regulates the management of alternative
investment funds, including VCTs, introduced an authorisation and
supervisory regime for all investment companies in the EU. The
Company is a small registered, internally managed alternative
investment fund under the AIFMD, and its status as such is
unchanged as a result of the UK's departure from the EU. The
Company is also required to comply with tax legislation under the
Foreign Account Tax Compliance Act and the Common Reporting
Standard. The Company has appointed City Partnership to act on its
behalf to report annually to HM Revenue & Customs (HMRC) and
ensure compliance with this legislation.
Climate Change and Social Responsibility Risk
The Board recognises that climate change is an important
emerging risk that all companies should take into consideration
within their strategic planning. As referred to elsewhere in this
Strategic Report and in the Statement of Corporate Governance, the
Company has little direct impact on environmental issues. However,
the Company has introduced measures to reduce the cost and
environmental impact of the production and circulation of
Shareholder documentation such as the annual and interim reports.
This has resulted in a significant reduction in the number of paper
copies being printed and posted, with fewer than 12% of
Shareholders now receiving printed reports.
The Board is aware that the Manager is increasing efforts in
relation to the identification of environmental risks and
opportunities, and is developing its ESG policy accordingly.
Environmental risk is a fundamental aspect of due diligence and
industry specialists are assigned where there may be specific
concerns in relation to a potential business or sector. The results
are then factored into the decision making process for new
investments. VCTs in general are regarded as supporting small and
medium sized enterprises, which helps to create local employment
opportunities across a range of UK geographical regions.
Ukraine
Another emerging risk is the ongoing situation in Ukraine, which
the Board is monitoring closely. Whilst the impact on the Company
is unknown, it is acknowledged that there is an increased cyber
security risk. The Manager is taking steps to mitigate this risk,
including oversight of third parties.
Other Key Risks
Governance Risk
The Directors are aware that an ineffective Board could have a
negative impact on the Company and its Shareholders. The Board
recognises the importance of effective leadership and board
composition, and this is ensured by completing an annual evaluation
process, with action being taken if required.
Management Risk
The Directors are aware of the risk that investment
opportunities could fail, or the management of the VCT could breach
the Management and Administration Deed or regulatory parameters,
due to lack of knowledge and/or experience of the investment
professionals acting on behalf of the Company. To manage this risk,
the Board has appointed Maven as investment manager, as it employs
skilled professionals with the required VCT knowledge and
experience. In addition, the Board takes comfort that the Manager's
controls have been updated to ensure compliance with the Senior
Managers and Certification Regime (SMCR).
The Directors are also mindful of the impact that the loss of
the Manager's key employees could have on both investment
opportunities that may be lost or existing investments that may
fail. The Board is reassured by the Manager's approach to
incentivising staff and ensuring that adequate notice periods are
included in all contracts of employment.
Financial and Liquidity Risk
As most of the investments require a mid to long term commitment
and are relatively illiquid, the Company retains a portion of the
portfolio in cash and listed investment trusts in order to finance
any new or follow-on investment opportunities. The Company has only
limited direct exposure to currency risk and does not enter into
any derivative transactions.
Political Risk
Although the EU (Future Relationship) Act 2020 came into effect
on 1 January 2021, the full political, economic and legal
consequences of the UK leaving the EU are not yet fully known. It
is possible that investments in the UK may be more difficult to
value and assess for suitability of risk, harder to buy or sell,
and may be subject to greater or more frequent rises and falls in
value. In the longer term, there is likely to be a period of
uncertainty as the UK seeks to negotiate its ongoing relationship
with the EU and other global trade partners.
In the future, UK laws and regulations, including those relating
to investment companies and AIFMs, may diverge from those of the
EU. This may lead to changes in the operation of the Company, the
rights of investors, or the list of territories in which the shares
of the Company can be promoted or sold.
The Board regularly reviews the political situation, together
with any associated changes to the economic, regulatory and
legislative environment, in order to ensure that any risks are
mitigated as effectively as possible.
Economic Risk
The valuation of investment companies may be affected by
underlying economic conditions such as fluctuating interest rates
and the availability of bank finance, which can be impacted during
times of geopolitical uncertainty and fluctuating markets,
including during the coronavirus pandemic. Investee companies may
also be directly impacted by the economic effects of the pandemic,
such as insufficient funds to carry the business through the
crisis, market conditions affecting their valuations or the risk of
lockdown restrictions limiting the ability to conduct new business
or recruitment. The Manager has provided enhanced support and
oversight to investee companies where needed and in some cases can
consider follow-on funding. The diverse portfolio of the Company
has limited the overall impact of the economic effects of the
pandemic. The economic and market environment is kept under
constant review and the investment strategy of the Company is
adapted so far as possible to mitigate emerging risks.
Credit Risk
The Company may hold financial instruments and cash deposits and
is dependent on counterparties discharging their agreed
responsibilities. The Directors consider the creditworthiness of
the counterparties to such instruments and seek to ensure that
there is no undue concentration of exposure to any one party.
An explanation of certain economic and financial risks and how
they are managed is contained in Note 16 to the Financial
Statements in the Annual Report.
Statement of Compliance with Investment Policy
The Company is adhering to its stated investment policy and
managing the risks arising from it. This can be seen in various
tables and charts throughout the Annual Report, from information
provided in the Chairman's Statement and in the Investment
Manager's Review. A review of the Company's business, its position
as at 30 November 2021 and its performance during the year then
ended is included in the Chairman's Statement, which also includes
an overview of the Company's business model and strategy.
The management of the investment portfolio has been delegated to
Maven, which also provides company secretarial, administrative and
financial management services to the Company. The Board is
satisfied with the depth and breadth of the Manager's resources and
its nationwide network of offices, which supply new deals and
enable it to monitor the geographically widespread portfolio of
companies effectively.
The Investment Portfolio Summary in the Annual Report discloses
the investments in the portfolio and the degree of co-investment
with other clients of the Manager. The portfolio analysis charts in
the Annual Report show the profile of the portfolio by industry
sector and by value. They also show the hybrid structure of the
portfolio and the balance between growth capital investments, more
mature investments and AIM/AQSE quoted investments. The level of
qualifying investments is monitored continually by the Manager and
reported to the Audit & Risk Committee quarterly, or as
otherwise required.
Key Performance Indicators (KPIs)
During the year, the net return on ordinary activities before
taxation was GBP6,731,000 (2020: GBP273,000), gains on investment
were GBP8,550,000 (2020: GBP782,000) and earnings per share were
8.49p (2020: 0.35p). The Directors also use a number of Alternative
Performance Measures (APMs) in order to assess the Company's
success in achieving its objectives, and these also enable
Shareholders and prospective investors to gain an understanding of
its business. The APMs are shown in the Financial Highlights in the
Annual Report.
In addition, the Board considers the following to be KPIs:
-- NAV total return;
-- annual yield;
-- share price discount to NAV;
-- investment income; and
-- operational expenses.
The NAV total return is considered to be a more appropriate
long-term measure of Shareholder value as it includes both the
current NAV per share and the sum of dividends paid to date. The
annual yield is the total dividends paid for the financial year,
expressed as a percentage of the NAV per Ordinary Share at the
preceding year end. The Directors seek to pay dividends to provide
a yield and comply with the VCT rules, taking account of the level
of distributable reserves, profitable realisations in each
accounting period and the Company's future cash flow projections.
The share price discount to NAV is the percentage by which the
mid-market price of a share is lower than the most recently
published NAV per share. A historical record of these measures is
shown in the Financial Highlights in the Annual Report. The change
in the profile of the portfolio is reflected in the Summary of
Investment Changes in the Annual Report. Definitions of these APMs
can be found in the Glossary in the Annual Report. The Board also
reviews the Company's investment income and operational expenses on
a quarterly basis, as the Directors consider that both of these
elements are important components in the generation of Shareholder
returns. Further information can be found in Notes 2 and 4 to the
Financial Statements in the Annual Report.
There is no VCT index against which to compare the performance
of the Company. However, for reporting to the Board and
Shareholders, the Manager uses comparisons with the most
appropriate index, being the FTSE AIM All-Share Index. The
Directors also consider non-financial performance measures such as
the flow of investment proposals.
In addition, the Directors consider economic, regulatory and
political trends and factors that may impact on the Company's
future development and performance.
Valuation Process
Investments held by Maven Income and Growth VCT 3 PLC in
unquoted companies are valued in accordance with the International
Private Equity and Venture Capital Valuation (IPEV) Guidelines.
Investments quoted or traded on a recognised stock exchange,
including AIM, are valued at their bid prices.
Share Buy-backs
At the forthcoming AGM, the Board will seek the necessary
Shareholder authority to continue to conduct share buy-backs under
appropriate circumstances.
The Board's Duty and Stakeholder Engagement
The Directors recognise the importance of an effective Board and
its ability to discuss, review and make decisions to promote the
long-term success of the Company and protect the interests of its
key stakeholders. As required by provision 5 of the AIC Code (and
in line with the UK Code), the Board has discussed the Directors'
duty under Section 172 of the Companies Act and how the interests
of key stakeholders have been considered in the Board discussions
and decision making during the year.
This has been summarised in the table below:
Form of engagement Influence on Board decision making
SHAREHOLDERS Dividend declarations - the Board recognises
AGM - Shareholders are encouraged the importance of tax-free dividends to Shareholders
to attend the AGM and are and takes this into consideration when making
provided with the opportunity decisions to pay interim and propose final
to ask questions and engage dividends for each year. Further details regarding
with the Directors and the dividends for the year under review can be
Manager. Shareholders are found in the Chairman's Statement in the Annual
also encouraged to exercise Report.
their right to vote on the Share buy-back policy - the Directors recognise
resolutions proposed at the importance to Shareholders of the Company
the AGM. maintaining an active buy-back policy and
Shareholder documents - considered this when establishing the current
the Company reports formally programme. Further details can be found in
to Shareholders by publishing the Chairman's Statement and in the Directors'
Annual and Interim Reports, Report in the Annual Report.
normally in March and July Offer for Subscription - in making a decision
each year. In the instance to launch an Offer for Subscription, the Directors
of a corporate action taking considered that it would be in the interest
place, the Board will communicate of Shareholders to continue to grow the portfolio
with Shareholders through and make investments across a diverse range
the issue of a Circular of sectors. By growing the Company, costs
and, if required, a Prospectus. are spread over a wider asset base, which
In addition, significant helps to promote a competitive total expense
matters or reporting obligations ratio, which is in the interests of Shareholders.
are disseminated to Shareholders In addition, the increased liquidity helps
by way of Stock Exchange support the buy-back policy referred to above.
Announcements. Further details regarding the current Offer
The Secretary acts as a for Subscription can be found in the Chairman's
point of contact for the Statement in the Annual Report.
Board and communications Liquidity management - in order to generate
received from Shareholders income and add value for Shareholders, the
are circulated to the whole Board has an active liquidity management policy,
Board. which has the objective of generating income
from the cash held prior to investment. Further
details regarding the liquidity management
policy can be found in the Investment Manager's
Review in the Annual Report.
-------------------------------------------------------
ENVIRONMENT AND SOCIETY The Directors and the Manager are aware of
The Directors and the Manager their duty to act in the interests of the
take account of the social Company and acknowledge that there are risks
environment and ethical associated with investment in companies that
factors impacted by the fail to conduct business in a socially responsible
Company and the investments manner. Further details can be found in the
that it makes. Statement of Corporate Governance in the Annual
Report.
-------------------------------------------------------
PORTFOLIO COMPANIES The Directors are aware that the exercise
Quarterly Board Meetings of voting rights is key to promoting good
- the Manager reports to corporate governance and, through the Manager,
the Board on the portfolio ensures that the portfolio companies are encouraged
companies and the Directors to adopt best practice corporate governance.
challenge the Manager where The Board has delegated the responsibility
they feel it is appropriate. for monitoring the portfolio companies to
The Manager then communicates the Manager and has given it discretion to
directly with each portfolio vote in respect of the Company's holdings
company, normally through in the investment portfolio, in a way that
the Maven representative reflects the concerns and key governance matters
who sits on the board of discussed by the Board. From time to time,
the portfolio company. the management teams of investee companies
give presentations to the Board. The Manager's
ESG assessment of investee companies focuses
heavily on their impact on their environment,
challenging fundamental aspects such as energy
and emissions usage, and targets an approach
to waste and recycling as well as broader
social themes such as the companies' approach
to diversity and inclusion in the workplace
and their work with charities.
The Board is also mindful that, as the portfolio
expands and the proportion of early stage
investment increases, follow-on funding will
represent an important part of the Company's
investment strategy and this forms a key part
of the Directors' discussions on valuations,
risk management and fundraising.
-------------------------------------------------------
MANAGER
Quarterly Board Meetings The Manager is responsible for implementing
- the Manager attends every the investment objective and the strategy
Board Meeting and presents agreed by the Board. In making a decision
a detailed portfolio analysis to launch any Offer for Subscription, the
and reports on key issues Board needs to consider that the Company requires
such as VCT compliance, to have sufficient liquidity to continue to
investment pipeline and expand and broaden the investment portfolio
utilisation of any new monies in line with the strategy, including the provision
raised. of follow-on funding, as referred to above.
-------------------------------------------------------
REGISTRAR
Annual review meetings and The Directors review the performance of all
control reports. third party service providers on an annual
basis, including ensuring compliance with
GDPR. During the year, the decision was made
to change registrar and City Partnership was
appointed on 25 October 2021.
-------------------------------------------------------
CUSTODIAN The Directors review the performance of all
Regular statements and control third party providers on an annual basis,
reports received, with all including oversight of securing the Company's
holdings and balances reconciled. assets.
-------------------------------------------------------
Employee, Environmental and Human Rights Policy
The Company has no direct employee or environmental
responsibilities, nor is it responsible directly for the emission
of greenhouse gases. The Board's principal responsibility to
Shareholders is to ensure that the investment portfolio is managed
and invested properly. As the Company has no employees, it has no
requirement to report separately on employment matters. The Board
comprises four male Directors and delegates responsibility for
diversity to the Nomination Committee, as explained in the
Statement of Corporate Governance in the Annual Report.
The management of the portfolio is undertaken by the Manager
through members of its portfolio management team. The Manager
engages with the Company's underlying investee companies in
relation to their corporate governance practices and in developing
their policies on social, community and environmental matters and
further information can be found in the Statement of Corporate
Governance. Additional work is being carried out by the Manager to
establish a framework for the effective capture of ESG information,
consistently across all investee companies. Maven will be
overseeing the collation of this information for the benefit of the
Board, but will also be supporting individual investee companies to
identify their ESG risks and opportunities and, where potential
improvements are identified, will work jointly with the business to
make positive changes. In light of the nature of the Company's
business, there are no relevant human rights issues and, therefore,
the Company does not have a human rights policy.
Auditor
The Company's Auditor is required to report if there are any
material inconsistencies between the content of the Strategic
Report and the Financial Statements. The Independent Auditor's
Report can be found in the Annual Report.
Future Strategy
The Board and Manager intend to maintain the policies set out
above for the year ending 30 November 2022, as it is believed that
these are in the best interests of Shareholders.
Approval
The Business Report, and the Strategic Report as a whole, was
approved by the Board of Directors and signed on its behalf by:
Atul Devani
Director
7 March 2022
Income Statement
For the year ended 30 November 2021
Year ended Year ended
30 November 2021 30 November 2020
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- -------- -------- -------- -------- -------- --------
Gains on investment - 8,550 8,550 - 782 782
Income from investments 755 - 755 928 - 928
Other income 2 - 2 21 - 21
Investment management fees (444) (1,776) (2,220) (226) (905) (1,131)
Other expenses (356) - (356) (327) - (327)
---------------------------------- -------- -------- -------- -------- -------- --------
Net return on ordinary activities
before (43) 6,774 6,731 396 (123) 273
taxation
Tax on ordinary activities - - - (63) 63 -
---------------------------------- -------- -------- -------- -------- -------- --------
Return attributable to Equity
Shareholders (43) 6,774 6,731 333 (60) 273
---------------------------------- -------- -------- -------- -------- -------- --------
Earnings per share (pence) (0.05) 8.54 8.49 0.43 (0.08) 0.35
---------------------------------- -------- -------- -------- -------- -------- --------
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 one
reportable segment, the results of which are set out in the Income
Statement and Balance Sheet. The Company derives its income from
investments made in shares, securities and bank deposits.
There are no potentially dilutive capital instruments in issue
and, therefore, no diluted earnings per share figures are relevant.
The basic and diluted earnings per share are, therefore,
identical.
The Notes are an integral part of the Financial Statements and
can be found in full in the Annual Report.
Statement of Changes in Equity
For the year ended 30 November 2021
Year ended 30 November 2021
Non-distributable Reserves Distributable Reserves
Share Capital Capital Capital Special
Share premium redemption reserve reserve distributable Revenue
capital account reserve unrealised realised reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- -------- -------- ----------- ----------- --------- -------------- -------- --------
At 30 November
2020 7,965 6,285 153 (722) 18 30,332 788 44,819
Net return - - - 10,391 (1,841) (1,776) (43) 6,731
Dividends paid - - - - - (1,783) - (1,783)
Repurchase and
cancellation of
shares (134) - 134 - - (753) - (753)
Net proceeds of
DIS issue 35 151 - - - - - 186
------------------- -------- -------- ----------- ----------- --------- -------------- -------- --------
At 30 November
2021 7,866 6,436 287 9,669 (1,823) 26,020 745 49,200
------------------- -------- -------- ----------- ----------- --------- -------------- -------- --------
Year ended 30 November 2020
Non-distributable Reserves Distributable Reserves
Share Capital Capital Capital Special
Share premium redemption reserve reserve distributable Revenue
Capital account reserve unrealised realised reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------- -------- -------- ----------- ----------- --------- -------------- -------- --------
At 30 November 2019 6,798 - 35 (1,486) - 34,144 1,247 40,738
Net return - - - 764 18 (842) 333 273
Share premium
cancellation costs - (11) - - - - - (11)
Dividends paid - - - - - (2,377) (792) (3,169)
Repurchase and
cancellation of
shares (118) - 118 - - (593) - (593)
Net proceeds of
share issue 1,251 6,155 - - - - - 7,406
Net proceeds of
DIS issue 34 141 - - - - - 175
-------------------- -------- -------- ----------- ----------- --------- -------------- -------- --------
At 30 November 2020 7,965 6,285 153 (722) 18 30,332 788 44,819
-------------------- -------- -------- ----------- ----------- --------- -------------- -------- --------
The capital reserve unrealised is generally non-distributable
other than the part of the reserve relating to gains/(losses)
attributable to readily realisable quoted investments which are
distributable.
The Notes are an integral part of the Financial Statements and
can be found in full in the Annual Report.
Balance Sheet
As at 30 November 2021
30 November 2021 30 November 2020
------------------------------------
GBP'000 GBP'000
------------------------------------ ---------------- ----------------
Fixed assets
Investments at fair value through
profit or loss 43,410 34,229
Current assets
Debtors 508 320
Cash 5,648 10,478
------------------------------------ ---------------- ----------------
6,156 10,798
Creditors
Amounts falling due within one year (366) (208)
------------------------------------ ---------------- ----------------
Net current assets 5,790 10,590
------------------------------------ ---------------- ----------------
Net assets 49,200 44,819
------------------------------------ ---------------- ----------------
Capital and reserves
Called up share capital 7,866 7,965
Share premium account 6,436 6,285
Capital redemption reserve 287 153
Capital reserve - unrealised 9,669 (722)
Capital reserve - realised (1,823) 18
Special distributable reserve 26,020 30,332
Revenue reserve 745 788
------------------------------------ ---------------- ----------------
Net assets attributable to Ordinary
Shareholders 49,200 44,819
------------------------------------ ---------------- ----------------
Net asset value per Ordinary Share
(pence) 62.55 56.27
------------------------------------ ---------------- ----------------
The Financial Statements of Maven Income and Growth VCT 3 PLC,
registered number 04283350, were approved by the Board of Directors
and were signed on its behalf by:
Atul Devani
Director
7 March 2022
The Notes are an integral part of the Financial Statements and
can be found in full in the Annual Report.
Cash Flow Statement
For the Year Ended 30 November 2021
Year ended
Year ended 30 November
30 November 2021 2020
GBP'000 GBP'000
------------------------------------------ ------------------ -------------
Net cash flows from operating activities (1,574) (457)
Cash flows from investing activities
Purchase of investments (3,334) (10,351)
Sale of investments 2,428 3,656
------------------------------------------ ------------------ -------------
Net cash flows from investing activities (906) (6,695)
------------------------------------------ ------------------ -------------
Cash flows from financing activities
Equity dividends paid (1,783) (3,169)
Issue of Ordinary Shares 186 7,581
Share premium cancellation costs - (11)
Repurchase of Ordinary Shares (753) (593)
------------------------------------------ ------------------ -------------
Net cash flows from financing activities (2,350) 3,808
------------------------------------------ ------------------ -------------
Net decrease in cash (4,830) (3,344)
------------------------------------------ ------------------ -------------
Cash at beginning of year 10,478 13,822
Cash at end of year 5,648 10,478
The Notes are an integral part of the Financial Statements and
can be found in full in the Annual Report.
Notes to the Financial Statements
For the Year Ended 30 November 2021
1. Accounting Policies
The Company is a public limited company, incorporated in England
& Wales and its registered office is shown in the Corporate
Summary.
(a) Basis of preparation
The Financial Statements have been prepared on a going concern
basis, including an assessment of the impact of COVID-19 on the
finances of the Company, as covered in the Directors' Report in the
Annual Report. The Financial Statements have been prepared under
the historical cost convention, as modified by the revaluation of
investments and in accordance with FRS 102, The Financial Reporting
Standard applicable in the UK and Republic of Ireland, and in
accordance with the Statement of Recommended Practice for
Investment Trust Companies and Venture Capital Trusts (the SORP)
issued by the AIC in April 2021.
(b) Income
Dividends receivable on equity shares and unit trusts are
treated as revenue for the period on an ex-dividend basis. Where no
ex-dividend date is available dividends receivable on or before the
year end are treated as revenue for the period. Provision is made
for any dividends not expected to be received. The fixed returns on
debt securities and non-equity shares are recognised on a time
apportionment basis so as to reflect the effective interest rate on
the debt securities and shares. Provision is made for any income
not expected to be received. Interest receivable from cash and
short term deposits and interest payable are accrued to the end of
the year.
(c) Expenses
All expenses are accounted for on an accruals basis and charged
to the Income Statement. Expenses are charged through the revenue
account, except as follows:
-- expenses that are incidental to the acquisition and disposal
of an investment are charged to capital; and
-- expenses are charged to the special distributable reserve
where a connection with the maintenance or enhancement of the value
of the investments can be demonstrated. In this respect, the
investment management fee and performance fee have been allocated
20% to revenue and 80% to the special distributable reserve to
reflect the Company's investment policy and prospective income and
capital growth.
(d) Taxation
Deferred taxation is recognised in respect of all timing
differences that have originated but not reversed at the balance
sheet date, where transactions or events that result in an
obligation to pay more tax in the future or right to pay less tax
in the future have occurred at the balance sheet date. This is
subject to deferred tax assets only being recognised if it is
considered more likely than not that there will be suitable profits
from which the future reversal of the underlying timing differences
can be deducted. Timing differences are differences arising between
the Company's taxable profits and its results as stated in the
Financial Statements that are capable of reversal in one or more
subsequent periods.
Deferred tax is measured on a non-discounted basis at the tax
rates that are expected to apply in the periods in which timing
differences are expected to reverse, based on tax rates and laws
enacted or substantively enacted at the balance sheet date.
The tax effect of different items of income/gain and
expenditure/loss is allocated between capital reserves and revenue
account on the same basis as the particular item to which it
relates, using the Company's effective rate of tax for the
period.
UK Corporation tax is provided at amounts expected to be
paid/recovered using the tax rates and laws that have been enacted
or substantively enacted at the balance sheet date.
(e) Investments
In valuing unlisted investments, the Directors follow the
criteria set out below. These procedures comply with the revised
IPEV Guidelines for the valuation of private equity and venture
capital investments. Investments are recognised at their trade date
and are designated by the Directors as fair value through profit
and loss. At subsequent reporting dates, investments are valued at
fair value, which represents the Directors' view of the amount for
which an asset could be exchanged between knowledgeable and willing
parties in an arm's length transaction. This does not assume that
the underlying business is saleable at the reporting date or that
its current shareholders have an intention to sell their holding in
the near future.
A financial asset or liability is generally derecognised when
the contract that gives rise to it is settled, sold, cancelled or
expires.
1. For early stage investments completed in the reporting
period, fair value is determined using the price of recent
investment, calibrating for any material change in the trading
circumstances of the investee company. Other early stage
investments are valued using a milestone approach, in particular
where it is considered there are no deemed current or short-term
future maintainable earnings or positive cashflows.
2. Whenever practical, recent investments will be valued by
reference to a material arm's length transaction or a quoted
price.
3. Mature companies are valued by applying a multiple to their
maintainable earnings to determine the enterprise value of the
company.
To obtain a valuation of the total ordinary share capital held
by management and the institutional investors, the value of third
party debt, institutional loan stock, debentures and preference
share capital is deducted from the enterprise value. The effect of
any performance related mechanisms is taken into account when
determining the value of the ordinary share capital.
4. In the absence of evidence of a deterioration, or strong
defensible evidence of an increase in value, the fair value is
determined to be that reported at the previous balance sheet
date.
5. All unlisted investments are valued individually by the
portfolio management team of Maven. The resultant valuations are
subject to detailed scrutiny and approval by the Directors of the
Company.
6. In accordance with normal market practice, investments quoted
on AIM or a recognised stock exchange are valued at their bid
market price.
(f) Fair value measurement
Fair value is defined as the price that the Company would
receive upon selling an investment in a timely transaction to an
independent buyer in the principal or the most advantageous market
of the investment. A three-tier hierarchy has been established to
maximise the use of observable market data and minimise the use of
unobservable inputs and to establish classification of fair value
measurements for disclosure purposes. Inputs refer broadly to the
assumptions that market participants would use in pricing the asset
or liability, including assumptions about risk, for example, the
risk inherent in a particular valuation technique used to measure
fair value, including such a pricing model and/or the risk inherent
in the inputs to the valuation technique. Inputs may be observable
or unobservable.
Observable inputs are inputs that reflect the assumptions market
participants would use in pricing the asset or liability developed
based on market data obtained from sources independent of the
reporting entity.
Unobservable inputs are inputs that reflect the reporting
entity's own assumptions about the assumptions market participants
would use in pricing the asset or liability developed based on best
information available in the circumstances.
The three-tier hierarchy of inputs is summarised in the three
broad levels listed below:
-- Level 1 - the unadjusted quoted price in an active market for
identical assets or liabilities that the entity can access at the
measurement date;
-- Level 2 - inputs other than quoted prices included within
Level 1 that are observable (i.e. developed using market data) for
the asset or liability, either directly or indirectly; and
-- Level 3 - inputs are unobservable (i.e. for which market data
is unavailable) for the asset or liability.
(g) Gains and losses on investments
When the Company sells or revalues its investments during the
year, any gains or losses arising are credited/charged to the
Income Statement.
(h) Critical accounting judgements and key sources of estimation uncertainty
Disclosure is required of judgements and estimates made by the
Board and the Manager in applying the accounting policies that have
a significant effect on the Financial Statements. The area
involving the highest degree of judgement and estimates is the
valuation of early stage unlisted investments recognised in Note 8
to the Financial Statements in the Annual Report and explained in
Note 1(e) above.
In the opinion of the Board and the Manager, there are no
critical accounting judgements.
Reserves
Share premium account
The share premium account represents the premium above nominal
value received by the Company on issuing shares net of issue costs.
This reserve is non-distributable.
Capital redemption reserve
The nominal value of shares repurchased and cancelled is
represented in the capital redemption reserve. This reserve is
non-distributable.
Capital reserve - unrealised
Increases and decreases in the fair value of investments are
recognised in the Income Statement and are then transferred to the
capital reserve unrealised account. This reserve is
non-distributable.
Capital reserve - realised
Gains or losses on investments realised in the year that have
been recognised in the Income Statement are transferred to the
capital reserve realised account on disposal. Furthermore, any
prior unrealised gains or losses on such investments are
transferred from the capital reserve unrealised account to the
capital reserve realised account on disposal. This reserve is
distributable.
Special distributable reserve
The total cost to the Company of the repurchase and cancellation
of shares is represented in the special distributable reserve
account. The special distributable reserve also represents capital
dividends, capital investment management fees and the tax effect of
capital items. This reserve is distributable.
Revenue reserve
The revenue reserve represents accumulated profits retained by
the Company that have not been distributed to Shareholders as a
dividend. This reserve is distributable.
Return per Ordinary Share
Year ended Year ended
30 November 2021 30 November
2020
--------------------------------------- ------------------ -------------
The returns per share have been based
on the following figures:
Weighted average of Ordinary Shares 79,296,960 77,118,360
Revenue return (GBP43,000) GBP333,000
Capital return GBP6,774,000 (GBP60,000)
--------------------------------------- ------------------ -------------
Total return GBP6,731,000 GBP273,000
--------------------------------------- ------------------ -------------
Net asset value per Ordinary Share
The net asset value per Ordinary Share as at 30 November 2021
has been calculated using the number of Ordinary Shares in issue at
that date of 2021: 78,660,439 (2020: 79,653,579).
Directors' Responsibility Statement
Each Director believes that, to the best of their knowledge:
-- the Financial Statements have been prepared in accordance
with the applicable accounting standards and give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company as at 30 November 2021 and for the year to that
date;
-- the Directors' Report includes a fair review of the
development and performance of the Company, together with a
description of the principal risks and uncertainties that it faces;
and
-- the Annual Report and Financial Statements, taken as a whole,
is fair, balanced and understandable and provides the information
necessary for Shareholders to assess the Company's position and
performance, business model and strategy.
Other Information
The Annual General Meeting will be held on Wednesday 6 April
2022, commencing at 12.30pm, at the offices of Maven Capital
Partners UK LLP, Fifth Floor, 1-2 Royal Exchange Buildings, London
EC3V 3LF.
The Annual Report and Financial Statements for the year ended 30
November 2021 will be issued to Shareholders and filed with the
Registrar of Companies in due course.
The financial information contained within this announcement
does not constitute the Company's statutory Financial Statements as
defined in the Companies Act 2006. The statutory Financial
Statements for the year ended 30 November 2020 have been delivered
to the Registrar of Companies and contained an audit report which
was unqualified and did not constitute statements under S498(2) or
S498(3) of the Companies Act 2006.
Copies of this announcement, and of the Annual Report and
Financial Statements for the year ended 30 November 2021, will be
available, in due course, to the public at the office of Maven
Capital Partners UK LLP, 205 West George Street, Glasgow G2 2LW; at
the registered office of the Company, 1-2 Royal Exchange Buildings,
London EC3V 3LF and on the Company's website at
www.mavencp.com/migvct3.
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.
The Annual Report will shortly be submitted to the National
Storage Mechanism and will be available for inspection at:
www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
By Order of the Board
Maven Capital Partners UK LLP
Secretary
7 March 2022
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