MIG5 Maven Income And Growth Vct 5 Plc

Maven Income and Growth VCT 5 PLC

Final results for the year ended 30 November 2023

The Directors report the Company's financial results for the year ended 30 November 2023.

Highlights

•    NAV total return at the year end of 83.43p per share (2022: 85.05p)

•    NAV at the year end of 32.53p per share (2022: 35.40p)

•    Final dividend of 1.10p per share proposed for payment in May 2024

•    £8.7 million deployed in VCT qualifying investments

•    Offer for Subscription closed in May 2023, raising £7.02 million of new capital

•    New Offer for Subscription launched in October 2023 alongside Offers by the other Maven managed VCTs

Strategic Report  

Chairman's Statement

On behalf of your Board, I am pleased to present the results for the financial year to 30 November 2023. Although this has been a challenging period for the UK economy, the Directors are encouraged by the further strategic progress that your Company has achieved. Whilst NAV total return has modestly reduced compared to the position at the end of the previous financial year, this largely reflects the performance of AIM where investor sentiment towards smaller, growth companies has remained subdued and share prices have continued to exhibit weakness, often regardless of company specific newsflow or developments. The unlisted portfolio has, however, displayed resilience with many companies continuing to report revenue growth and the achievement of commercial milestones. It is pleasing to note that during the year, several new companies operating in high growth sectors were added to the portfolio helping to further broaden exposure. Your Board remains committed to making regular Shareholder distributions and is pleased to propose a final dividend of 1.10p per share for payment in May 2024, which brings the annual dividend to 1.85p, and is slightly ahead of the target yield of 5%.

During the year, domestic growth prospects have been suppressed by the challenges of stubbornly high inflation and rising interest rates which, alongside the cost of living crisis, have resulted in a period of economic instability that has affected consumer and business confidence. Across listed markets, valuations have rebased in response to the market uncertainty and, as previously outlined, AIM has been particularly impacted with investors exercising caution towards this earlier stage, growth focused market. Liquidity across AIM has been further restricted by the limited number of new share issuances, as companies with cash reserves have opted to delay fundraising activity. Over recent years, your Company's exposure to AIM has been steadily reducing and, following the realisation of Ideagen in 2022, now accounts for 7% of net assets, compared to over 20% three years ago. Selective exposure to AIM will continue to form part of the investment approach as your Board believes that a large and well diversified portfolio of private equity and AIM quoted holdings provides the optimal structure for delivering consistent returns over the longer term. It is, however, likely that there will continue to be limited new AIM investment until there is demonstrable evidence of a sustained recovery in this market.

The performance of the companies in the unlisted portfolio has been generally robust. Following several years of active investment, your Company has constructed a large and diverse portfolio which, as required by the VCT rules, includes an increasing number of earlier stage companies with high growth potential. Encouragingly, many of these businesses have continued to increase revenues and meet commercial objectives, which reflects their inherent quality. The portfolio is developing and within it there are a number of high performing companies which have the capability of delivering superior returns at the point of exit. Given the progress achieved, the valuations of certain holdings have been uplifted, although the impact of the movement has been moderated by the reduction in valuation multiples across public and private markets, which has affected all sectors. In line with the higher risk profile of an earlier stage portfolio, there are also a small number of companies that have encountered challenges, largely in response to the conditions in the wider market or where the business plan has not been achieved and, in these cases, valuations have been reduced. It is worthwhile noting that your Company also retains a number of holdings in more mature companies, completed prior to the VCT rules change in 2015. Whilst the size of this later stage portfolio will naturally decrease over time as realisations are completed, it continues to diversify exposure across the portfolio.

Throughout the year, the Manager has continued to see good demand for growth capital from a wide range of entrepreneurial and ambitious SMEs across the UK. This highlights the benefits of the Manager's regional model, which enables Maven's investment team to develop strong relationships within their local corporate finance communities, thereby ensuring access to the widest pool of introductions to emerging companies. It is encouraging to report that during the year £8.7 million has been deployed with six new private companies added to the portfolio, further expanding the sector coverage, and follow-on funding provided to support the growth and development of 16 existing holdings. The ability to provide follow-on funding is a key part of the investment strategy as it enables your Company to progressively support growth or to facilitate a strategic initiative, such as targeted international expansion, that will ultimately help that business achieve scale and maximise value. Your Company has good levels of liquidity and is well positioned to continue to progress its investment strategy in the new financial year.

In October 2023, your Board was pleased to launch a new Offer for Subscription, alongside Offers by the other Maven managed VCTs. Your Company has a target raise of £5 million, with the ability to utilise an over-allotment facility of up to a further £2.5 million, and as at the date of this Annual Report, £3.6 million has been raised. The Directors would like to remind Shareholders that the Offers close to new applications on 5 April 2024 for the 2023/24 tax year and on 26 April 2024 for the 2024/25 tax year, unless fully subscribed ahead of these dates. Further information about the Offers, including the Securities Note and Application Form can be found at: mavencp.com/vctoffer. With respect to the current Offer and future fund raisings, the Board and the Manager welcomed the announcement by the UK Government in November 2023 that tax relief for the VCT and EIS schemes will continue until 2035. The news that the "sunset clause" will be extended provides greater clarity to VCT shareholders and, importantly, reassures ambitious and entrepreneurial smaller UK companies that access to VCT growth capital will be available for the foreseeable future.

Shareholders will find details of the key developments across the portfolio in the Investment Manager's Review in the Annual Report. Further information on the principal Key Performance Indicators (KPIs) can be found in the Business Report, and a summary of the Alternative Performance Measures (APMs) is included in the Financial Highlights in the Annual Report. Definitions of key terms are contained in the Glossary in the Annual Report.

Treasury Management

A key area of focus this year has been the refinement of your Company's treasury management strategy, where the objective remains to optimise income from cash held prior to investment in VCT qualifying companies, whilst meeting the requirements of the Nature of Income condition. This is a mandatory part of the VCT legislation, where not less than 70% of a VCT's income must be derived from shares or securities. In order to meet this condition, the Board had previously approved the construction of a diversified portfolio of permitted, non-qualifying holdings in carefully selected investment trusts with strong fundamentals and attractive income characteristics, with the remaining cash held on deposit across four Tier 1 UK banks. Given the rise in interest rates during the year, the Board and the Manager have revised this approach and adjusted the composition of this portfolio, whilst ensuring that your Company maintains appropriate levels of cash at all times. In this regard, the Board has approved a revised strategy focused on constructing a portfolio of leading money market funds and investment trusts that will allow your Company to maximise the income receivable on monies held prior to deployment in VCT qualifying investments, whilst also ensuring compliance with the Nature of Income condition. The investments within this portfolio have been selected following a whole of market review by the Manager and approved by the Company's VCT adviser, and further details can be found in the Investments table in the Annual Report. This strategy provides your Company with a significant new stream of income, with a blended annualised yield in excess of 3.1% currently being achieved from the treasury management portfolio and cash. Shareholders should, however, note that this portfolio will vary in size depending on the rate of VCT qualifying investment, portfolio realisations and overall liquidity levels.

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 immediately preceding year end.

The Directors would like to remind Shareholders that, as the portfolio continues to expand and the proportion of holdings in younger companies with perceived growth potential increases, 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.

Proposed Final Dividend

In keeping with the wider market, this has been a quiet year for realisations. The Directors are, however, mindful of the importance of making regular Shareholder distributions and are pleased to propose a final dividend of 1.10p per Ordinary Share, in respect of the year ended 30 November 2023, for payment on 3 May 2024 to Shareholders who are on the register at 22 March 2024. This will bring the annual dividend to 1.85p per Ordinary Share, representing a yield of 5.23% based on the NAV at the immediately preceding year end. Since the Company's launch, and after receipt of the proposed final dividend, a total of 52p per Ordinary Share will have been paid in tax free distributions.

Dividend Investment Scheme (DIS)

Your Company operates a DIS, through which Shareholders can, at any time, elect to have their dividend payments utilised to subscribe for new Ordinary Shares issued by the Company under the standing authority requested from Shareholders at Annual General Meetings. Ordinary Shares issued under the DIS should qualify for VCT tax relief applicable for 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, by completing a DIS mandate form. In order for the DIS to apply to the 2023 final dividend, the mandate form must be received by the Registrar (The City Partnership) before 12 April 2024, this being the relevant dividend election date. The mandate form, terms & conditions and full details of the scheme (including tax considerations) are available from the Company's webpage at: mavencp.com/migvct5. Election to participate in the DIS can also be made through the Registrar's online investor hub 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 of Ordinary Shares

In May 2023, your Company closed an Offer for Subscription having raised £7.02 million across the 2022/23 and 2023/24 tax years. All shares in respect of this Offer have been allotted and further details regarding the new Ordinary Shares issued can be found in Note 12 to the Financial Statements in the Annual Report.

On 13 October 2023, your Company launched a new Offer for Subscription alongside Offers by the other three Maven managed VCTs. Your Company has a target raise of £5 million, with the ability to utilise an over-allotment facility of up to a further £2.5 million. The first allotment of new Ordinary Shares completed on 19 December 2023, with a further allotment completing on 8 February 2024. Applications for the 2023/24 tax year will close on 5 April 2024 and the final allotment for this tax year will complete that day. Applications for the 2024/25 tax year will close on 26 April 2024, unless fully subscribed ahead of this date, and it is intended that shares for the 2024/25 tax year will be allotted in early May 2024.

The Directors are confident that Maven's regional office network has the capability to continue to source attractive investment opportunities in VCT qualifying companies across a range of sectors, and that the additional liquidity provided by the fundraising will facilitate further expansion and development of the portfolio in line with the investment strategy. In addition, the funds raised will allow your Company to maintain its share buy-back policy, whilst also spreading costs over a wider asset base, with the objective of maintaining a competitive ongoing charges ratio for the benefit of all Shareholders.

Share Buy-backs

The Directors acknowledge the need to maintain an orderly market in the Company's shares and have, therefore, delegated authority to the Manager to enable the Company to buy back its own shares in the secondary 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 will seek to buy back shares with a view to maintaining a share price that is at a discount of approximately 5% to the latest published NAV per share. Any purchase of the Company's own shares will be subject to market conditions, available liquidity and the maintenance of the VCT qualifying status and, when appropriate, will also take into account any period when the shares are trading ex-dividend. It should, however, be noted that such transactions cannot take place whilst the Company is in a closed period, which is the time from the end of a reporting period until the announcement of the relevant results, or the release of an unaudited NAV. Additionally, a closed period may be introduced if the Directors and Manager are in possession of price sensitive information.

Shareholders should note that neither the Company nor the Manager can execute a transaction in the Company's shares. Any instruction to buy or sell shares on the secondary market must be directed through a stockbroker. If a Shareholder wishes to buy or sell shares on the secondary market, they or their broker can contact the Company's corporate broker, Shore Capital Stockbrokers on 020 7647 8132, to discuss a transaction.

During the year ended 30 November 2023, the Company bought back a total of 1,337,000 Ordinary Shares for cancellation at a total cost of £435,595. Subsequent to the year end, a further 2,653,326 Ordinary Shares were bought back for cancellation at a total cost of £823,978. Further details are included in Note 12 to the Financial Statements in the Annual Report.

VCT Regulatory Developments

During the period under review, there were no further amendments to the rules governing VCTs, and your Company remains fully compliant with the complex conditions and requirements as set out by HMRC.

Shareholders may recall that under the VCT scheme approved by the European Commission in 2015, a "sunset clause" was introduced, which stated that income tax relief would no longer be available on subscriptions for new shares in VCTs made on or after 6 April 2025, unless the legislation was renewed by an HM Treasury Order. In the Autumn Statement 2022, the Chancellor announced that the "sunset clause" would be extended, and during the year there was a significant amount of debate regarding the mechanism required to achieve this. The Board and the Manager were reassured by the announcement in the Autumn Statement 2023 that the "sunset clause" would be extended until April 2035, with relevant legislation to be announced in due course.

Valuation Methodology

Consistent with industry best practice, the Board 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 assessment in the private equity and venture capital industry. The most recent update (December 2022) incorporates the special guidance, issued post Covid and following the invasion of Ukraine, which expands on the concept of and impact on valuations of distressed markets, as well as looking at how environmental, social and governance (ESG) factors impact valuations. The Directors and the Manager continue to follow industry guidelines and adhere to the IPEV Guidelines in all private company valuations. In accordance with normal market practice, investments quoted on AIM, or another recognised stock exchange, are valued at their closing bid price at the period end. Further details on your Company's approach to valuing portfolio companies can be found in the Business Report and in Note 1 to the Financial Statements in the Annual Report.

The Consumer Duty

In July 2023, the FCA's new Consumer Duty came into effect. This is an enhancement to the existing concept of "treating customers fairly" and requires firms that are subject to the new rules to ensure that they are acting to deliver good outcomes for retail consumers and that their strategies, governance, leadership and policies all reflect this. Although the Consumer Duty does not apply directly to your Company, the Manager, as an FCA authorised firm, is within its scope. During the year, the Manager has been providing the Directors with regular updates on the work that has been undertaken to ensure that good outcomes are being delivered for Shareholders and will continue to report to the Board on Consumer Duty related activities and ongoing obligations.

Environmental, Social and Governance (ESG) Considerations

The Board acknowledges the importance of ESG principles and considers that portfolio companies with ESG aims integrated into their business models are likely to benefit both society and Shareholders. Whilst your Company does not have any specific ESG targets and Maven does not manage any funds with defined ESG criteria, the Board and the Manager believe that a proactive approach to ESG is a driver to value creation, which can help the long term growth and sustainability of these businesses.

During the year, the Manager has made encouraging progress in this evolving area and has introduced an ESG and Responsible Investment Policy, which is its best practice approach that is being applied across all portfolio companies. Alongside this, the Manager has developed a robust framework for assessing and promoting ESG aims across the portfolio, actively engaging with portfolio companies, taking into account material issues at the investment stage and, thereafter, monitoring their progress throughout the period of investment.

In May 2021, the Manager became a signatory to the internationally recognised Principles for Responsible Investment (PRI), demonstrating its commitment to include ESG as an integral part of its investment decision making and ownership, with the first report submitted in September 2023. Additionally in the past year, the Manager has signed up to multiple initiatives, which aim to increase diversity including the Investing in Women Code, which seeks to improve and increase opportunities for female entrepreneurs.

The ESG regulatory landscape is continually evolving, and the Manager provides the Board with regular updates on the latest developments. A key regulation, which is prominent within the asset management sector, is the Task Force on Climate-related Financial Disclosures (TCFD). Although neither the Company nor the Manager are currently required to disclose climate-related financial information in line with the TCFD, they recognise the aims and importance of the TCFD recommendations in providing a foundation to improve investors' ability to appropriately assess climate-related risks and opportunities. Reporting in line with TCFD is, therefore, an objective of the Manager as part of its approach to ESG. Alongside this, the Manager reviews and actively engages with new ESG regulations to understand any new responsibilities, and will continue to update the Board on any requirements which are material to your Company.

Constitution of the Board

As announced on 29 August 2023, I am pleased to welcome Jane Stewart to the Board as a Non-executive Director with effect from 1 September 2023. Jane is a member of The Institute of Chartered Accountants of Scotland and has over 25 years of board level experience, having served as chair and non-executive director on a variety of private companies, with a particular focus on the environment and technology sectors. Further details can be found in Jane's biography in the Annual Report. Jane will stand for election at the forthcoming AGM.

Consistent with the announcement on 29 August 2023 and in the 2023 Interim Report, Charles Young has decided to retire from the Board following the conclusion of the 2024 AGM and will not stand for re-election. Charles was appointed to the Board in 2013, shortly after Maven was appointed as the Manager. During his tenure, he has helped to oversee the implementation of a new investment strategy, which had the objective of gradually transitioning the portfolio from one that was heavily weighted towards AIM investments to one predominantly focused on private company investments, which has resulted in the well diversified growth portfolio that your Company holds today. On behalf of my fellow Directors and the Manager, I wish to extend my thanks to Charles for his valuable contribution and wish him all the best for the future.

Annual General Meeting (AGM)

The 2024 AGM will be held on 23 April 2024 at Maven's new London office, which is located at 6th Floor, Saddlers House, 44 Gutter Lane, London EC2V 6BR. The AGM will commence at 11:30am and the Notice of Annual General Meeting can be found in the Annual Report.

The Future

Your Board is encouraged by the underlying progress that has been achieved in the period under review and is cautiously optimistic in the outlook for the year ahead. As interest rates and inflation start to moderate, market confidence is expected to improve, which should result in a healthy rate of new investment during 2024. In the year ahead, your Company will continue to follow its investment strategy, which focuses on selectively expanding the portfolio through the addition of dynamic and fast growing companies that operate in defensive and emerging markets, where there is the opportunity to achieve a capital gain on exit, whilst minimising exposure to consumer facing sectors. The major risk variable remains geopolitical stability, which is under constant review and the investment strategy will be flexed as required depending on unfolding global events.

Graham Miller

Chairman

8 March 2024

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. Maven Capital Partners UK LLP (Maven or the Manager) was appointed in February 2011 with a view to applying a new investment policy, as set out below.

Business Model and Investment Policy

Under an investment policy approved by the Directors, 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 which meet the criteria for VCT qualifying investments and have strong growth potential;

•    investing no more than £1.3 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. The Board has no intention of approving any borrowing at this time.

Principal and Emerging Risks and Uncertainties

The Board and the 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 risk 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 current principal and emerging risks and uncertainties facing the Company are considered to be as follows:

An explanation of certain economic and financial risks and how they are managed can be found 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 this Annual Report, and in the Chairman's Statement and the Investment Manager's Review. A review of the Company's business, its financial position as at 30 November 2023 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 breadth and depth 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. They help to show the sectoral diversity of the portfolio and the hybrid structure, which is balanced between private growth capital companies, later stage investments and AIM/AQSE quoted investments. The level of VCT qualifying investment is monitored continually by the Manager and reported to the Risk Committee quarterly or as otherwise required.

Key Performance Indicators (KPIs)

During the year, the net return on ordinary activities before taxation was a deficit of £3,095,000 (2022: a surplus of £693,000), the loss on investments was £2,419,000 (2022: a gain of £2,082,000) and the loss per share was 1.62p (2022: a surplus of 0.39p). The Directors also consider a number of 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 History, and definitions of the APMs can be found in the Glossary in the Annual Report. The Board considers the following to be KPIs:

•    NAV total return;

•    cumulative dividends paid;

•    share price discount to NAV;

•    share price total return; and

•    ongoing charges ratio.

The NAV total return is the principal measure of Shareholder value as it includes both the current NAV per share and the sum of dividends paid to date. Cumulative dividends paid is the total amount of both capital and income distributions paid since the launch of the Company. The Directors seek to pay dividends to provide a yield, which represents 5% of the NAV per share at the immediately preceding year end, 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 midmarket share price of an investment is lower than the NAV per share. Share price total return is the percentage movement in the share price over a period of time including any re-invested dividends paid over that timeframe. The ongoing charges ratio (OCR) is a measure of the total cost of a fund to an investor and is the total recurring annual expenses of the Company, including management fees charged to the capital reserve, as a percentage of the average net assets attributable to Shareholders. The Company's OCR for the year ended 30 November 2023 was 2.44% (2022: 2.41%) and is detailed in Note 4 to the Financial Statements in the Annual Report. A historical record of these measures is shown in the Financial Highlights, and the profile of the portfolio is reflected in the Summary of Investment Changes in the Annual Report. The Board also reviews the Company's operational expenses on a quarterly basis as the Directors consider that this element is an important component in the generation of Shareholder returns. Further information can be found in Notes 2 and 4 to the Financial Statements in the Annual Report.

Your Board continues to believe that a blended portfolio of private equity and AIM quoted holdings provides the optimal structure for delivering long term growth in Shareholder value, however, the Manager will remain cautious on any new AIM investments until there is clear evidence of a recovery in this market and an improvement in the quality and range of companies seeking VCT investment.

There is no VCT index against which to compare the financial 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 and the graph in the Annual Report compares the Company's performance against the FTSE AIM All-Share index. The Directors, on a quarterly basis, carry out a review of peer group NAV total return numbers to assess the relative performance against the most appropriate peer group VCT competitors. The Directors also consider non-financial performance measures such as the flow of investment proposals and the Company's ranking within the VCT sector.

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 5 PLC in unquoted companies are valued in accordance with the IPEV Guidelines, being the prevailing framework for fair value assessment in the private equity and venture capital industry. The guidelines were updated in December 2022 and incorporate the special guidance issued post Covid and following the invasion of Ukraine, and expand on the concept of and impact on valuations of distressed markets, as well as looking at how ESG factors impact valuations. The Directors and the Manager continue to follow these industry guidelines and adhere to the IPEV Guidelines in all private company valuations. Investments quoted or traded on a recognised stock exchange, including AIM, are valued at their closing bid price at the year end.

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:

Employee, Environmental and Human Rights Policy

The Company has no direct employee or environmental responsibilities, nor is it directly responsible 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. The Company has no employees and, accordingly, has no requirement to report separately on employment matters. The Board comprises three male Directors and one female Director 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 Investment Manager's Review and in the Statement of Corporate Governance in the Annual Report. The Manager has continued with its focus on developing its ESG framework and oversight capabilities. Further details on the Manager's approach to ESG and the progress made with developing its ESG framework can be found in the Chairman's Statement. The Manager will be overseeing the collation of this information for the benefit of the Board but will also be supporting individual companies to identify ESG risks and opportunities and, where potential improvements are identified, will work jointly with investee businesses 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 2024, 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:

Graham Miller  

Director

8 March 2024

Income Statement

For the year ended 30 November 2023

All gains and losses are recognised in the Income Statement.

The total column of this statement is the Profit & Loss Account of the Company. The revenue and capital return columns are prepared in accordance with the AIC SORP. All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year.

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 2023

*DIS represents the Dividend Investment Scheme as detailed in the Chairman's Statement.

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 capital reserve unrealised contains £7,600,000 (2022: £5,883,000) of losses in relation to level 1 and level 2 investments which could be converted to cash, and as such, could be deemed realised.

Where all, or an element of the proceeds of sales have not been received in cash or cash equivalent (as noted in the Realisations table in the Annual Report), and are not readily convertible to cash, they do not qualify as realised gains for the purposes of distributable reserves calculations and, therefore, do not form part of distributable reserves. The split of unrealised gains/(losses) for the year is detailed within the portfolio valuation section of Note 8.

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 2023

The Financial Statements of Maven Income and Growth VCT 5 PLC, registered number 04084875, were approved and authorised for issue by the Board of Directors on 8 March 2024 and were signed on its behalf by:

Graham Miller

Director

8 March 2024

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 2023

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 2023

1.    Accounting Policies

The Company is a public limited company, incorporated in England and 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, further details can be found 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 July 2022.

(b)   Income

Equity Income

Dividends receivable on quoted equity shares are recognised on the ex-dividend date. Dividends receivable on unquoted equity shares are recognised when the Company's right to receive payment is established and there is no reasonable doubt that payment will be received.

Unquoted loan stock and other preferred income

Fixed returns on non-equity shares and debt securities are recognised when the Company's right to receive payment and expected settlement is established. Where interest is rolled up and/or payable at redemption then it is recognised as income unless there is reasonable doubt as to its receipt.

Redemption Premiums

When a redemption premium is designed to protect the value of the instrument holder's investment rather than reflect a commercial rate of revenue return the redemption premium should be recognised as capital. The treatment of redemption premiums is analysed to consider if they are revenue or capital in nature on a company by company basis. A revenue redemption premium of £nil (2022: £57,476) was received in the year ended 30 November 2023.

Bank Interest

Deposit Interest is recognised on an accruals basis using the rate of interest agreed with the bank. Income from unquoted loan stock and deposit interest is included on an effective interest rate basis.

(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 which 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 25% to revenue and 75% 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 which 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 during 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 companies are valued by applying a multiple to the investee's revenue to derive the enterprise value of each company.

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.    All unlisted investments are valued individually by Maven's portfolio management team and discussed by Maven's valuation committee. The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company.

5.    In accordance with normal market practice, investments quoted on AIM or a recognised stock exchange are valued at their closing bid price at the year end.

(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.

•    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 unlisted investments recognised in Notes 8 and 16 in the Annual Report and explained in Note 1(e).

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 share issue costs, including £107,964 trail commission. 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 generally non-distributable other than the part of the reserve relating to gains/(losses) attributable to readily realisable quoted investments which are 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

Net asset value per Ordinary Share

The net asset value per Ordinary Share as at 30 November 2023 has been calculated using the number of Ordinary Shares in issue as at that date of: 195,399,711 Ordinary Shares (2022: 176,391,734 Ordinary Shares).

Directors' Responsibility Statement

The Directors confirm 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 2023 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 Tuesday, 23 April 2024, commencing at 11.30am, at the offices of Maven Capital Partners UK LLP, 6^th Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR.

Copies of this announcement and copies of the Annual Report and Financial Statements for the year ended 30 November 2023, will be available to the public at the offices of Maven Capital Partners UK LLP, Kintyre House, 205 West George Street, Glasgow G2 2LW; at the registered office of the Company, 6^th Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR; and on the Company's webpage at mavencp.com/migvct5.

The Annual Report and Financial Statements for the year ended 30 November 2023 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 2022 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.

Neither the content of the Company's webpage nor the contents of any website accessible from hyperlinks on the Company's webpage (or any other website) is incorporated into, or forms part of, this announcement.

The 2023 Annual Report will 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

8 March 2024