Annual Financial Report

RNS Number : 9525A

Maven Income and Growth VCT 3 PLC

26 March 2013

 



Maven Income and Growth VCT 3 PLC

Annual Financial Report for the year ended 30 November 2012

The Directors announce the audited Annual Financial Report for the year ended 30 November 2012 as follows.

Chairman's Statement

On behalf of your Board I am pleased to report on another successful year for the Company. The portfolio has continued to perform well despite the challenging environment affecting the UK and global economy.

2012 has been a year dominated by exits of portfolio companies to both trade and private equity buyers. Notably, three holdings were sold to trade buyers from the US, Germany and South Africa at or above carrying value, which in turn has helped to support a further increase in NAV Total Return. These sales validate your Company's strategy of selecting only attractively priced, mature private companies with reliable earnings which can generate income throughout the investment holding period, and which also offer the prospect of capital gain at the point of sale.

In recognition of the value realised from the portfolio during the year, an increased final dividend is declared in line with the strategy to pay Shareholders attractive and regular levels of tax free income. Your Board fully recognises the importance of tax free dividend income to Shareholders, and continues to work closely with the Manager to build and maintain a portfolio of assets which can support this core income distribution objective.

On a more general note, I am pleased to note that in the year under review there has been a wide range of independent industry recognition of the success of your Manager's investment approach and ability to deliver a consistent level of shareholder returns. Maven was announced as the winner in the UK Small Buyout House of the Year category for the ACQ Finance Magazine Global Awards for 2012 and as winner of VCT Exit of the Year at the 2012 British Private Equity Awards as well as being a finalist in the VCT House of the Year category. These awards acknowledge innovation and excellence in the private equity and venture capital sectors.

Highlights

·      Total Return on Ordinary Shares of 114.15p per Share at the year end, up 6.19% (6.65p) since the previous year

·      NAV at period end of 82.7p (2011: 80.8p) per Ordinary Share after payment of the interim dividend of 2.00p

·      Final dividend declared of 3.0p per Ordinary Share, up from 2.75p in 2011

·      Four substantial new investments added to the portfolio during the year

·      Four significant portfolio exits from ATR, TPL (Midlands), Nessco and Oliver Kay for total returns on sale ranging from 2.0 to 2.7 times cost

The Investment Portfolio

The portfolio is now comprised of 38 later-stage private companies and is generally performing well, with most companies trading at acceptable levels and, in some cases, ahead of plan. The exposure to AIM quoted assets has been further reduced during the year and is now a modest 2.6% of net asset value.

During the year to 30 November 2012 your Company made four new private company investments and nine follow-on investments, across a wide range of sectors, and has participated in every private equity deal completed by the Manager. All of the new investments are either in established businesses, or are wholly asset backed. A number of follow-on investments were also made to support the development of existing portfolio companies and, in the case of Glacier Energy Services Group and Six Degrees Group, to fund acquisitions which we expect to further enhance value.

There have been four notable private company exits during the year which generated total capital proceeds of £4.4m. In February 2012 the investment in ATR Holdings was sold to NBGI Private Equity, a UK based mid market private equity house. In June, the holding in TPL (Midlands) was sold to German trade buyer Vossloh Kiepe, and shortly thereafter Nessco Group Holdings was sold to RigNet, a NASDAQ quoted US Telecoms business. Just prior to the year end Oliver Kay was sold to Bidfresh, an internationally focused trading and distribution group.

The Manager is also currently engaged in negotiations to sell other portfolio company holdings, although there can be no certainty that these discussions will progress towards a successful exit.

Performance

Your Company has established a sustained trend of improving returns over recent years, driven by a focused private equity investment strategy, with NAV Total Return having increased by 20.6% since November 2008. NAV Total Return is the most important measure of performance for a VCT, being the long term record of dividend payments out of income and capital gains combined with the current NAV.

Dividends

The Board recommends an increased final dividend of 3.0p per Ordinary Share to be paid on 30 May 2013 to Shareholders on the Register at 10 May 2013. The total dividends for the year including the proposed final dividend are 5.0p per Share to Ordinary Shareholders, which is a yield of 6.25% on an effective investment of 80.0p.

Ordinary Shareholders have, since the Company's launch, received 31.45p per Share to date in tax-free dividends. The impact of paying the final dividend of 3.0p will be to reduce the NAV to 79.7p per Share.

The future level of dividends will depend on performance, and will be consistent with the declared intention of paying not less than 4.0p per Share each year subject to the maintenance of NAV at a suitable level. The Board regards the growing level of dividends as an indication of the success of the Company's investment strategy and is committed to improving Shareholder distributions in future years as the portfolio continues to expand and mature.

Valuation Process

Investments held in unquoted companies are valued in accordance with the International Private Equity And Venture Capital Valuation Guidelines. Investments quoted or traded on a recognised stock exchange including AIM are valued at their bid prices.

Principal risks and uncertainties

The Board has reviewed the principal risks and uncertainties facing the Company, which are set out on page 27 of the Annual Report. The Company has invested in a broadly based portfolio of investments largely in unlisted companies in the UK. The portfolio of investments in the AIM market is reducing as the unlisted portfolio is further developed.

The VCT qualifying status of the Company is reviewed regularly by the Directors and monitored on a continuous basis by the Manager in order to ensure that all of the criteria for VCT status are met. Your Board is pleased to confirm that all tests continue to be met.

Share Buy-back Policy

Shareholders have given the Board authority to buy back Shares for cancellation when it is in the interests of the Shareholders and the Company as a whole and 487,000 Shares were bought back during the year ended 30 November 2012 at a cost of £374,028. Details of the parameters within which the Company may carry out Share buy-backs are given in the Directors' Report on page 29.

Enhanced Share Buy-back (EBB) Scheme

Under the EBB, the Company purchased 4,708,436 Ordinary Shares of 10 pence each ("Ordinary Shares") at a price of 82.6p pence per share and allotted 4,566,741 Ordinary Shares at 85.16p per share. The offer was fully subscribed.

The EBB was successful in raising approximately £3.9 million of funds for investment for the next five years. The fact that many Shareholders have now realised part of their investment could also lessen demand for share buybacks which could in turn help to narrow the discount of the share price to net asset value.

VCT Regulation

The Board was pleased to note the recent approval by the European Commission of proposed increases to the size of companies which can receive VCT funding, and of the amount which can be invested in a qualifying business. This was welcome news for investors and reaffirms the attraction of generalist VCTs as a tax-efficient route to investment in high growth smaller companies.

VCTs came into existence through an Act of Parliament in 1995 when, in order to stimulate the economy, the Government decided to encourage the British public to invest in small companies: by offering tax reliefs as a way of re-balancing the risk/reward ratio to make such investment more attractive; by requiring that they diversify risk across a portfolio of investments; and by requiring them to be subject to the most extensive legislative and regulatory protections for investors. Therefore, VCTs are listed companies governed by the Companies Acts, the UKLA's Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules. They are also subject to HMRC's regulations specifically for VCTs, and all the legislation, regulation and guidance that applies to companies in general. As companies rather than funds or products of an investment management business, they also have boards of directors looking after the interests of their shareholders.

The Board, the AIC (Association of Investment Companies) and others have provided comments to the FSA on its Consultation Paper 12-19 (Restrictions on the retail distribution of unregulated collective investment schemes and close substitutes). Fundamentally, VCTs are not UCIS and should not be affected by such regulations. VCTs are, of course, companies rather than funds or schemes, and they are designed by the Government specifically for investment by the UK taxpayer, as distinct from 'sophisticated investors' to whom the FSA would restrict the promotion of UCIS. The FSA said recently that it is re-considering its views on this issue.

We will continue to monitor all proposals for new legislation or regulation that would affect VCTs.

VCT Offers

A top-up Offer was opened in December 2011 in parallel with similar offers by Maven Income and Growth VCT PLC, Maven Income and Growth VCT 2 PLC and Maven Income and Growth VCT 4 PLC resulting in the issue of 1,491,880 new Shares and raising an additional £1,248,703 of share capital. The Offer was fully subscribed by 29 February 2012 and consequently closed early.

A further top-up offer opened on 23 January 2013 in parallel with similar offers by Maven Income and Growth VCT, Maven Income and Growth VCT 2 and Maven Income and Growth VCT 5. The offer was oversubscribed and closed early on 11 February 2013 resulting in the issue of 326,269 new Ordinary Shares. A further 1,167,649 shares will be issued on 5 April and 287,654 will be issued under the offer on 30 April 2013.

The proceeds of the Offer will provide additional liquidity for the Company to make further later-stage investments, and enable it to spread its costs over a larger asset base to the benefit of all Shareholders.

Outlook

In spite of vigorous competition for high quality private company assets in the UK, the Manager has continued to source, manage and successfully exit private company transactions and consistently generate regular improvements in shareholder value. Your Board believes that our current strategy will continue to deliver future growth in shareholder value and looks forward with confidence.

Gregor Michie

Chairman

26 March 2013

Investment Manager's Review

Overview

Your Company's portfolio has benefitted from significant diversification in recent years, with a specific focus on building an asset base of established and high-yielding UK private companies. In the year under review the success of this approach has led to improvements in NAV Total Return and shareholder dividends being achieved.

As the portfolio has expanded and matured, our core strategy of investing selectively at conservative entry multiples in profitable later-stage businesses has been vindicated as a number of these holdings have attracted trade or private equity interest during the year.

Three portfolio companies have been sold to trade buyers from across the globe, including the US, South Africa and Germany. Two other holdings were sold to private equity buyers.

The current scarcity of bank finance means that Maven's investment team, operating from six key regional centres throughout the UK, continue to find a steady flow of good quality private companies seeking new funding.

During the period several significant new assets were added to the portfolio including a joint venture with Moriond in December 2011 and the management buy-outs of Vodat and CatTech which were led by Maven and completed in March 2012. These businesses are all performing in line with expectations and are well placed to add value to your Company. We have also provided additional funding to a number of existing portfolio companies to finance growth or to fund complementary, value enhancing acquisitions.

We believe that the prospects for continuing deal flow in the private equity market remain good, as well resourced generalist VCT managers continue to be introduced to high quality later-stage private companies seeking capital to expand. Maven has been introduced to almost 500 new private company transactions around the UK in the past 12 months, mainly by a network of long established contacts across the corporate finance and business community.

The UK economy continues to be challenging, but we remain committed to our strategy of investing in a diverse income-producing portfolio of later stage and lower risk private companies in the firm belief this will optimise shareholder returns.

Investment Activity

During the year the Maven team completed four substantial new private equity investments on behalf of your Company, alongside nine follow-on investments in existing portfolio companies. At the year end, the portfolio stood at 53 unlisted and AIM investments at a total cost of £18.2 million.

The following new investments have been completed during the period.

Investment	Date	Sector	Investment cost    £'000	Website
Unlisted
Camwatch Limited	November 2012	Technology hardware & equipment	338	www.camwatch.co.uk
Cash Bases Limited	April 2012	Support Services	168	www.cashbases.co.uk
CatTech International Limited	March 2012	Support Services	627	www.cat-tech.com
Glacier Energy Services Group Limited	June 2012	Oil equipment services	54	www.glacier.co.uk
Lawrence Recycling & Waste Management Limited	December 2011	Support services	42	www.lawrenceskiphire.co.uk
Lemac No. 1 Limited (trading as John McGavigan Limited)	January 2012	Automobiles & parts	150	www.mcgavigan.com
Moriond Limited	December 2011	Real estate	583	No website available
Nessco Group Holdings Limited	March 2012	Oil equipment services	144	www.nesscogroup.com
TC Communications Holdings Limited	September 2012	Support Services	68	www.tccommunications.co.uk
Tosca Penta Exodus Mezzanine Limited Partnership (trading as Six Degrees Group)	July 2012	Telecommunication services	199	www.6dg.co.uk
Trojan Capital Limited	May 2012	Support Services	360	No website available
Venmar Limited (trading as XPD8 Solutions Limited)	June 2012	Oil & gas	342	www.xpd8solutions.com
Vodat Communications Group Limited	March 2012	Telecommunication services	567	www.vodat-int.com
Total unlisted investment			3,642
Listed fixed income
Treasury 5.25% 7 June 2012	December 2011	UK government	2,000
Treasury Bill 24 December 2012	July 2012	UK government	2,498
Total listed fixed income investment			4,498
Total investment			8,140

Maven Income and Growth VCT 3 has co-invested in some or all of the above transactions with Maven Income and Growth VCT, Maven Income and Growth VCT 2, Maven Income and Growth VCT 4, Maven Income and Growth VCT 5, Talisman First Venture Capital Trust and Ortus VCT. The Company is expected to continue to co-invest with these as well as other Maven clients, which offers the advantage that, in aggregate, they are able to underwrite a wider range and larger size of transaction than would be the case on a stand-alone basis.

Portfolio Developments

Four substantial private company investments were added to the portfolio during the period under review.

·      Moriond was set up to acquire an established residential property portfolio at a significant discount to open market value. Maven is working on a joint venture basis with an experienced property developer to break up the portfolio into single lots, carry out minor refurbishment, and implement a structured sale of the individual assets over an 18-24 month period. The transaction provides a 6.5% p.a. yield throughout the life of the investment, and is also forecast to generate a significant capital gain when the assets are sold.

·      CatTech International is a leading provider of industrial services to oil refineries and petrochemical plants across several major international markets. The business operates in a sector with significant barriers to entry and is well positioned for future growth given its excellent reputation and established market presence.

·      Vodat Communications Group provides payment and communications solutions to high street businesses, which enable retailers to reduce costs, boost store productivity and increase sales in an increasingly competitive trading environment. The company has an established and diverse customer base, has consistently improved profitability in recent years and enjoys high levels of recurring revenue from a number of long-term service and support contracts.

·      Trojan Capital is a new company established to make acquisitions in the energy services sector. One target oil and gas company was identified during the year but the transaction aborted during the final stages of the contractual negotiations. Trojan continues to seek other acquisition opportunities in the sector.

The following investments in existing portfolio companies were made during the year.

·      John McGavigan, a manufacturer and supplier of decorative assemblies and interior parts to global automotive manufacturers with a significant share of the Western European market, invests on a phased basis in a low cost manufacturing operation in China, complementing a more mature trading operation based in the UK.

·      Cash Bases, a leading designer and manufacturer of customised cash drawers, has since its formation in 1981 created more than 10,000 different product variations for its blue chip customer base, which includes major retailers, banks, lottery operators and shipping companies in more than 60 countries.

·      Glacier Energy Services, a profitable oil and gas service group, has two specialist trading subsidiaries, Roberts Pipeline Machining and Wellclad. Roberts designs and manufactures on-site portable cutting machines for oil and gas clients. Wellclad provides services to the European offshore and sub-sea equipment market. Glacier is focused on growth within its core UK market and the follow-on investment funded the acquisition of a complementary machining business in the North East of England.

·      Venmar is the holding company for energy services business, XPD8 Solutions, which provides asset maintenance solutions to a blue chip client base of oil and gas operators.

·      Exodus, trading as Six Degrees Group, was established by Penta Capital to implement a buy-and-build strategy in the business telecommunications service sector based on the converging of mobile, fixed-line, broadband, internet and IT technology businesses. Penta is an established private equity firm with which Maven previously co-invested in the successful 2010 management buy-out of esure. The follow-on investment was provided as mezzanine loan to fund two additional acquisitions; and

·      Camwatch provides CCTV installation and remote security monitoring services to a variety of businesses with a particular focus on the utilities construction and high net worth residential markets.

Since 30 November 2012 four follow-on investments have been completed in existing portfolio companies and four new private company assets were added to the portfolio.

The Manager is currently engaged with investee companies in negotiations with prospective acquirers. This activity reflects the increasing maturity of a number of holdings, but it should be noted that there can be no certainty that these discussions will ultimately lead to profitable sales.

New private equity investments added to the portfolio since the year end are described below.

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

·      Airth Capital is a new company set up to invest in a food services business, a sector in which Maven is active and sees a large number of opportunities.

·      Burray Capital was established to invest in the oil and gas sector. A target manufacturing business has been identified and discussions are at an early stage.

·      Kelvinlea was established by an experienced management team to acquire a small portfolio of residential properties at a discount to market and carry out a refurbishment and sales programme over an 18-24 month period. The transaction provides an 8.5% paid yield throughout the life of the investment, and is also forecast to generate a significant capital gain when the project is completed and all assets are sold.

There were four notable private company exits during the year.

In March 2012, Maven completed the sale of ATR Group for £19.25m via a secondary buy-out funded by the private equity manager, NBGI, realising a total return of 2.4 times the initial cost. ATR provides rental services for specialist plant, equipment and consumables, along with a comprehensive range of support services to offshore and onshore energy services maintenance contractors operating in highly regulated environments.

At the start of June 2012 the holding in TPL (Midlands) was sold to German engineering group, Vossloh Kiepe, with a 2.0 times return on investment cost for your Company, and in early July the realisation of the investment in Nessco in a sale to RigNet Inc, a NASDAQ quoted US telecoms business, resulted in a 2.7 times return on the cost of investment.

In early November 2012, the disposal of Oliver Kay Holdings to Bidfresh Limited, part of the international trading and distribution group Bidvest, resulted in a 2.4 return on cost.

Total returns on cost of investment includes all capital proceeds and income (loan stock interest, dividends and redemption premiums) received over the life of the investment.

One unlisted company was struck off the Register during the year resulting in a realised loss of £160,000 (Cost £160,000). This had no effect on the NAV as a full provision had been made in earlier years.

In respect of AIM holdings the Manager has continued its policy of disposing of quoted holdings for best possible value in cases where the investments were underperforming.

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

	Date first invested	Complete/ partial exit	Cost of shares disposed of	Value at 30 November 2011	Sales proceeds	Realised gain/(loss)	Gain/(loss) over November 2011 value
			£'000	£'000	£'000	£'000	£'000
Unlisted
ATR Holdings Limited	2007	Complete	181	200	378	197	178
Attraction World Holdings Limited	2010	Partial	86	86	86	-	-
Beckford Capital Limited	2010	Complete	360	360	360	-	-
Blackford Capital Limited	2010	Complete	630	630	630	-	-
Corinthian Foods Limited	2010	Complete	630	630	630	-	-
Cyclotech Limited	2007	Complete	-	-	55	55	55
Dalglen (1150) Limited (trading as Walker Technical Resources)	2009	Complete	-	-	6	6	6
Moriond Limited	2011	Partial	276	276	276	-	-
Nessco Group Holdings Limited	2008	Complete	859	1,198	1,877	1,018	679
Oliver Kay Holdings Limited	2007	Complete	619	882	1,049	430	167
PLM Dollar Group Limited	1999	Complete	56	53	55	(1)	2
Space Student Living Limited	2011	Partial	91	91	91	-	-
Staffa Capital Limited	2010	Complete	640	640	640	-	-
Tosca Penta Investments Limited Partnership (trading as esure)	2010	Partial	77	77	77	-	-
TPL (Midlands) Limited (formerly Transys Holdings Limited)	2007	Complete	674	479	1,073	399	594
Total unlisted disposals			5,179	5,602	7,283	2,104	1,681
AIM/ISDX
Brookwell Limited	2008	Partial	27	19	20	(7)	1
DM PLC	2007	Complete	133	10	18	(115)	8
Spectrum Interactive PLC	2005	Complete	98	7	82	(16)	75
Total AIM/ISDX disposals			258	36	120	(138)	84
Listed fixed income
Treasury 5.25% 7 June 2012			1,968	1,955	1,966	(2)	11
Treasury Bill 24 December 2012			749	751	749	-	(2)
Total listed fixed income disposals			2,717	2,706	2,715	(2)	9
Total disposals			8,154	8,344	10,118	1,964	1,774

Outlook

The year covered by this report was a very satisfactory year for exits, all of which were concluded after many months of intensive negotiations. The challenge now is to replace these assets and expand the portfolio to continue an upward trend in shareholder returns.

As one of the best resourced private equity teams in the UK, Maven is ideally placed to invest selectively on prudent entry multiples in later stage private companies which are capable of paying regular income and offer significant potential for capital growth. This will continue to be our focus, which we believe is the optimum strategy for creating shareholder value and a progressive dividend programme.

Maven Capital Partners UK LLP

Manager

26 March 2013

MAVEN INCOME & GROWTH VCT 3 PLC
INCOME STATEMENT
For the year ended 30 November 2012
		Year ended 30 November 2012			Year ended 30 November 2011
		Revenue	Capital	Total	Revenue	Capital	Total
	Notes	£'000	£'000	£'000	£'000	£'000	£'000
Gains on investments	8	-	1,630	1,630	-	1,846	1,846
Income from investments	2	1,400	-	1,400	1,160	-	1,160
Other income	2	2	-	2	11	-	11
Investment management fees	3	(126)	(505)	(631)	(119)	(474)	(593)
Other expenses	4	(276)	-	(276)	(259)	-	(259)
Net return on ordinary activities		1,000	1,125	2,125	793	1,372	2,165
before taxation
Tax on ordinary activities	5	(219)	113	(106)	(108)	97	(11)
Return attributable to Equity Shareholders	7	781	1,238	2,019	685	1,469	2,154
Earnings per share (pence)	7	2.51	3.98	6.49	2.28	4.88	7.16
A Statement of Total Recognised Gains and Losses has not been prepared, as all gains and losses are recognised in the Income Statement.
All items in the above statement are derived from continuing operations.  The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.
The total column of this Statement is the Profit and Loss Account of the Company.

Reconciliation of Movements in Shareholders' Funds
For the year ended 30 November 2012
		Year ended 30 November 2012			Year ended 30 November 2011
	Notes			£'000			£'000
Opening Shareholders' funds				24,457			22,647
Net return for year				2,019			2,154
Proceeds of share issue				5,035			1,148
Repurchase and cancellation of shares				(4,264)			(192)
Dividends paid - revenue	6			(632)			(306)
Dividends paid - capital	6			(870)			(994)
Closing Shareholders' funds				25,745			24,457
The accompanying Notes are an integral part of the Financial Statements

MAVEN INCOME & GROWTH VCT 3 PLC
BALANCE SHEET
As at 30 November 2012
		30 November 2012	30 November 2011
	Notes	£'000	£'000
Fixed assets
Investments at fair value through profit or loss	8	20,582	20,961
Current assets
Debtors	10	663	615
Cash and overnight deposits	16	4,645	2,972
		5,308	3,587
Creditors: amounts falling due within one year	11	(145)	(91)
Net current assets		5,163	3,496
Net assets		25,745	24,457
Capital and reserves
Called up share capital	12	3,112	3,026
Share premium account	13	5,426	997
Capital reserve - realised	13	(2,313)	(2,855)
Capital reserve - unrealised	13	599	773
Distributable reserve	13	17,577	21,841
Capital redemption reserve	13	585	65
Revenue reserve	13	759	610
Net assets attributable to Ordinary Shareholders		25,745	24,457
Net asset value per ordinary share (pence)	14	82.7	80.8
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:
Gregor Michie
Director
26 March 2013
The accompanying Notes are an integral part of the Financial Statements

MAVEN INCOME & GROWTH VCT 3 PLC
CASH FLOW STATEMENT
For the year ended 30 November 2012
		Year ended 30 November 2012		Year ended 30 November 2011
	Notes	£'000	£'000	£'000	£'000
Operating activities
Investment income received		1,380		974
Deposit interest received		2		11
Investment management fees paid		(631)		(732)
Secretarial fees paid		(98)		(115)
Directors expenses paid		(78)		(71)
Other cash payments		(100)		(95)
Net cash inflow/(outflow) from operating activities	15		475		(28)
Taxation
Corporation tax			(11)		(5)
Financial investment
Purchase of investments		(8,140)		(2,750)
Sale of investments		10,118		3,340
Net cash inflow from financial investment			1,978		590
Equity dividends paid	6		(1,502)		(1,300)
Net cash inflow/(outflow) before financing			940		(743)
Financing
Issue of Ordinary Shares		5,035		1,148
Repurchase of Ordinary Shares		(4,302)		(154)
Net cash inflow from financing			733		994
Increase in cash	16		1,673		251
The accompanying Notes are an integral part of the Financial Statements

Notes to the Financial Statements

For the year ended 30 November 2012

1 Accounting Policies - UK Generally Accepted Accounting Practice

(a) Basis of preparation

The Financial Statements have been prepared under the historical cost convention, modified to include the revaluation of investments, and in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the SORP) issued in January 2009.

The disclosures on Going Concern on page 35 of the Directors' Report form part of these financial statements.

(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 which are incidental to the acquisition and disposal of an investment are charged to capital; and

·      expenses are charged to realised capital reserves where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the investment management fee has been allocated 20% to revenue and 80% to realised capital reserves 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 International Private Equity and Venture Capital Valuation Guidelines (IPEVCV) 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 Investments completed within the 12 months prior to the reporting date, fair value is determined using the Price of Recent Investment Method, except that adjustments are made when there has been a material change in the trading circumstances of the company or a substantial movement in the relevant sector of the stock market.

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 fully taxed prospective earnings to determine the enterprise value of the company.

3.1  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.

3.2  Preference shares, debentures and loan stock are valued using the Price of Recent Investment Method. When redemption premium has accrued, this will only be valued if there is a reasonable prospect of it being paid. Preference shares which carry a right to convert into ordinary share capital are valued at the higher of the Price of Recent Investment Method basis and the price/earnings basis.

4    Where there is evidence of impairment, a provision may be taken against the previous valuation of the investment.

5    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.

6    All unlisted investments are valued individually by Maven Capital Partners' Portfolio Management Team. The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company.

7    In accordance with normal market practice, investments listed on the Alternative Investment Market 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 - quoted prices in active markets for identical investments;

·      Level 2 - other significant observable inputs (included quoted prices for similar investments, interest rates, credit risk etc); and

·      Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments).

(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.

	Year ended 30 November 2012			Year ended 30 November 2011
			£'000			£'000
2 Income
Income from investments:
UK franked investment income			22			16
UK unfranked investment income			1,378			1,080
Income from unlisted participating interests			-			64
			1,400			1,160
Other income:
Deposit interest			2			11
Total income			1,402			1,171

	Year ended 30 November 2012			Year ended 30 November 2011
	Revenue	Capital	Total	Revenue	Capital	Total
3 Investment management fees	£'000	£'000	£'000	£'000	£'000	£'000
Investment management fees at 2.5%	126	505	631	119	474	593
	126	505	631	119	474	593
Details of the fee basis are contained in the Director's Report on pages 20 and 21.

	Year ended 30 November 2012			Year ended 30 November 2011
	Revenue	Capital	Total	Revenue	Capital	Total
4 Other expenses	£'000	£'000	£'000	£'000	£'000	£'000
Secretarial fees	98	-	98	93	-	93
Directors' remuneration	76	-	76	71	-	71
Fees to Auditor - audit services	16	-	16	16	-	16
Fees to Auditor - tax services	4	-	4	4	-	4
Miscellaneous expenses	82	-	82	75	-	75
	276	-	276	259	-	259

	Year ended 30 November 2012			Year ended 30 November 2011
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000
5 Tax on ordinary activities
Corporation tax	(219)	113	(106)	(108)	97	(11)
The tax assessed for the period is lower than the standard rate of corporation tax 24% (2011: 26%).  The differences are explained below:

	Year ended 30 November 2012			Year ended 30 November 2011
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Return on ordinary activities before tax	1,000	1,125	2,125	793	1,372	2,165
Revenue return on ordinary activities multiplied by standard rate of corporation tax	240	270	510	212	365	577
Non taxable UK dividend income	(24)	-	(24)	(4)	-	(4)
Gains on investments	-	(391)	(391)	-	(480)	(480)
Utilisation of taxable losses	-	-	-	(66)	-	(66)
Smaller Companies relief	3	8	11	(34)	18	(16)
	219	(113)	106	108	(97)	11
Losses with a tax value of Nil (2011: Nil) are available to carry forward against future trading profits.

			Year ended 30 November 2012			Year ended 30 November 2011
6 Dividends			£'000			£'000
Amounts recognised as distributions to Shareholders in the year:
Revenue dividends
Final revenue dividend for the year ended 30 November 2011 of 1.0p paid on 24 May 2012 (2011: Nil)			318			-
Interim revenue dividend for the year ended 30 November 2012 of 1.0p
paid on 24 August 2012 (2011: 1.0p)			314			306
			632			306
Capital dividends
Final capital dividend for the year end 30 November 2011 of 1.75p
paid on 24 May 2012 (2010: 2.5p)			556			765
Interim capital dividend for the year end 30 November 2012 of 1.0p paid on 25 August 2012 (2011: 0.75p)			314			229
			870			994

6 Dividends (continued)
We set out below the total dividends proposed in respect of the financial year, which is the basis on which the requirements of Section 274 of the Income Tax Act 2007 are considered.
	Year ended 30 November 2012		Year ended 30 November 2011
		£'000		£'000
Revenue dividends
Revenue available for distribution by way of dividends for the year		781		685
Final revenue dividend proposed for the year ended 30 November 2012
of 1.0p (2011: 1.0p) payable on 30 May 2013		311		301
Capital Dividends
Final capital dividend proposed for the year ended 30 November 2012
of 2.0p (2011: 1.75p) payable on 30 May 2013		622		526

7 Return per ordinary share		Year ended 30 November 2012		Year ended 30 November 2011
The returns per share have been based on the following figures:
Weighted average number of Ordinary Shares		31,115,863		30,083,549
Revenue return		£781,000		£685,000
Capital return		£1,238,000		£1,469,000
Total return		£2,019,000		£2,154,000

						Year ended 30 November 2012
					Listed (quoted prices)	AIM/PLUS (quoted prices)	Unlisted (unobservable inputs)	Total
8 Investments					£'000	£'000	£'000	£'000
Valuation at 30 November 2011					-	679	20,282	20,961
Unrealised loss/(gain)					-	1,473	(2,246)	(773)
Cost at 30 November 2011					-	2,152	18,036	20,188
Movements during the year:
Purchases					4,498	-	3,642	8,140
Sales proceeds					(2,715)	(120)	(7,283)	(10,118)
Realised (loss)/gain					(2)	(138)	1,944	1,804
Amortisation of book cost					(31)	-	-	(31)
Cost at 30 November 2012					1,750	1,894	16,339	19,983
Unrealised gain/(loss)					2	(1,219)	1,816	599
Valuation at 30 November 2012					1,752	675	18,155	20,582
							30 November 2012	30 November 2011
							£'000	£'000
Realised gain/(loss) on historical basis							1,804	(349)
Net (decrease)/increase in value of investments							(174)	2,195
Gains on investments							1,630	1,846
Note 1(f) defines the three tier hierarchy of investments, and the significance of the information used to determine their fair value, that is
required by Financial Reporting Standard 29 "Financial Instruments: Disclosures".

9 Participating Interests
The principal activity of the Company is to select and hold a portfolio of investments in unlisted securities.  Although the Company
will, in some cases, be represented on the board of the investee company, it will not take a controlling interest or become involved
in the management.  The size and structure of the companies with unlisted securities may result in certain holdings in
the portfolio representing a participating interest without there being any partnership, joint venture or management consortium
agreement.
At 30 November 2012, the Company held shares amounting to 20% or more of the nominal value of the equity capital of the
following undertakings:
							Aggregate	Profit/(loss)
		%	%	Total	Carrying	Latest	capital and	after tax
		of class	of equity	cost	value	accounts	reserves	for period
Investment		held	held	£'000	£'000	period end	£'000	£'000
Trojan Capital Limited
300,000 B ordinary shares		27.3	26.6	360	360	N/A	N/A	N/A
The results of the above company have not been incorporated in the Income Statement except to the extent of any income
received and receivable.
Other funds managed by members of the Maven Capital Partners are also invested in the above company.
No audited accounts are available in respect of Trojan Capital Limited.
The company also holds shares or units amounting to 3% or more of the nominal value of the allotted shares or units of any
class of certain investee companies.
Details of the equity percentages held are shown in the Investment Portfolio Summary.

						30 November		30 November
						2012		2011
10 Debtors						£'000		£'000
Prepayments and accrued income						663		615

	30 November 2012		30 November 2011
11 Creditors	£'000		£'000
Current taxation	106		11
Accruals	39		42
Other creditors	-		38
	145		91

			30 November 2012		30 November 2011
			Ordinary Shares		Ordinary Shares
12 Share capital			Number	£'000	Number	£'000
At 30 November the authorised share capital comprised:
allotted, issued and fully paid
Ordinary Shares of 10p each:
Balance brought forward			30,265,707	3,026	29,074,396	2,907
Ordinary shares issued during year			6,058,621	606	1,512,311	151
Ordinary shares repurchased during the year			(5,195,436)	(520)	(321,000)	(32)
			31,128,892	3,112	30,265,707	3,026
During the year 5,195,436 Ordinary Shares (2011: 321,000) of 10p each were repurchased by the Company at a total cost of £4,263,196 (2011: £192,116)
and cancelled.
During the year the Company issued 1,491,880 shares (2011: 1,512,311) pursuant to the linked offer at a subscription price of 83.7p per share (2011: 79.8p).
During the year the Company issued 4,566,741 shares (2011: Nil) pursuant to the enhanced buy back at a subscription price of 85.16p per share (2011: Nil).

	Share	Capital	Capital		Capital
	premium	reserve	reserve	Distributable	redemption	Revenue
	account	realised	unrealised	reserve	reserve	reserve
13 Reserves	£'000	£'000	£'000	£'000	£'000	£'000
At 30 November 2011	997	(2,855)	773	21,841	65	610
Gain on sales of investments	-	1,804	-	-	-	-
Net decrease in value of investments	-	-	(174)	-	-	-
Investment management fees	-	(505)	-	-	-	-
Dividends paid	-	(870)	-	-	-	(632)
Tax effect of capital items	-	113	-	-	-	-
Repurchase and cancellation of shares	-	-	-	(4,264)	520	-
Share Issue - 1 March 2012	688	-	-	-	-	-
Share Issue - 5 April 2012	312	-	-	-	-	-
Share Issue - 18 April 2012	39	-	-	-	-	-
Share Issue - 5 November 2012	3,390	-	-	-	-	-
Net return on ordinary activities after taxation	-	-	-	-	-	781
At 30 November 2012	5,426	(2,313)	599	17,577	585	759

14 Net asset value per Ordinary Share		30 November 2012		30 November 2011
		Ordinary Shares		Ordinary Shares
		Net asset  value per	Net asset value	Net asset  value per	Net asset value
		share	attributable	share	attributable
		p	£'000	p	£'000
The net asset value per ordinary share and  the net asset value attributable to the  Ordinary shareholders at the year end  calculated in accordance with the Articles of Association were as follows:
Ordinary Shares		82.7	25,745	80.8	24,457
The number of shares used in the above calculation is set out in note 12.

		Year ended			Year ended
		30 November 2012			30 November 2011
15 Reconciliation of total return before finance costs			£'000		£'000
and taxation to net cash inflow/(outflow) from operating activities
Total return before taxation			2,125		2,165
Gains on Investments			(1,630)		(1,846)
Increase in accrued income			(46)		(186)
Decrease/(increase) in prepayments			3		(5)
Decrease in accruals			(3)		(156)
Amortisation of fixed income investment book cost			31		-
Tax on unfranked income			(5)		-
Net cash inflow/(outflow) from operating activities			475		(28)
16 Analysis of changes in net funds
			At		At
		30 November		Cash	30 November
			2011	flows	2012
			£'000	£'000	£'000
Cash and overnight deposits			2,972	1,673	4,645
			At		At
		30 November		Cash	30 November
			2010	flows	2011
			£'000	£'000	£'000
Cash and overnight deposits			2,721	251	2,972
		At 30 November 2012		At 30 November 2011
17 Capital commitments, contingencies and financial guarantees			£'000		£'000
Financial guarantees			-		708
Since 30 November 2011, all guarantees have been released.

18 Derivatives and other financial instruments
The Company's financial instruments comprise equity and fixed interest investments, cash balances, debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income. The Company holds financial assets in accordance with its investment policy of investing mainly in a portfolio of VCT-qualifying unquoted and AIM quoted securities. The Company may not enter into derivative transactions in the form of forward foreign currency contracts, futures and options without the written permission of the Directors.  No derivative transactions were entered into during the period.  The purpose of these financial instruments is efficient portfolio management.
The main risks the Company faces from its financial instruments are (i) market price risk, being the risk that the value of investment holdings will fluctuate as a result of changes in market prices caused by factors other than interest rates, (ii) interest rate risk, (iii) liquidity risk and (iv) credit rate risk.  In line with the Company's investment objective, the portfolio comprises only sterling currency securities and therefore has no exposure to foreign currency risk.
The Manager's policies for managing these risks are summarised below and have been applied throughout the period.  The numerical disclosures below exclude short-term debtors and creditors.
Market price risk
The Company's investment portfolio is exposed to market fluctuations, which are monitored by the Manager in pursuance of the investment objective as set out on page 26. Adherence to investment guidelines and to investment and borrowing policies set out in the management agreement mitigates the risk of excessive exposure to any particular type of security or issuer.  These powers and guidelines include the requirement to invest in up to 50 companies across a range of industrial and service sectors at varying stages of development, to closely monitor the progress of these companies and to appoint a non executive director to the board of each company.  Further information on the investment portfolio is set out in the Investment Manager's Review.
Price risk sensitivity
The following details the Company's sensitivity to a 10% increase and decrease in the market prices of AIM/ISDX quoted securities, with 10% being the Manager's assessment of a reasonably possible change in market prices.
At 30 November 2012, if market prices of listed AIM/ISDX quoted securities had been 10% higher or lower with all other variables held constant, the increase or decrease in net assets attributable to Shareholders for the year would have been £68,000 (2011: £68,000), due to the change in valuation of financial assets at fair value through profit or loss.
At 30 November 2012, 70.5% (2011: 82.8%) comprised investments in unquoted companies held at fair value. The valuation of unquoted investments reflect a number of factors, including from the performance of the investee company itself and the wider market.  Therefore, it is not considered meaningful to provide a sensitivity analysis on the net asset position and total return for the year due to the fact any such movements would be immaterial to users of Financial Statements.

Interest rate risk
Some of the Company's financial assets are interest bearing, some of which are at fixed rates and some at variable.  As a result, the Company is subject to exposure to fair value interest rate risk due to fluctuations in the prevailing levels of market interest rates.
The interest rate risk profile of financial assets at the balance sheet date was as follows:
At 30 November 2012					Fixed		Floating		Non interest
					interest		rate		bearing
Sterling					£'000		£'000		£'000
Listed fixed income					-		-		1,752
Unlisted and AIM/ISDX					10,691		-		8,139
Cash					-		4,645		-
					10,691		4,645		9,891
At 30 November 2011					Fixed		Floating		Non interest
					interest		rate		bearing
Sterling					£'000		£'000		£'000
Listed fixed income					-		-		-
Unlisted and AIM/ISDX					12,332		-		8,629
Cash					-		2,972		-
					12,332		2,972		8,629

18 Derivatives and other financial instruments (continued)
Interest rate risk (continued)
The unlisted fixed interest assets have a weighted average life of 2.30 years (2011: 2.78 years) and weighted average interest rate of 10.52% (2011: 10.57%) per annum.  Floating rate assets are cash balances held in interest bearing accounts.  The interest rate received on the interest bearing cash balances was 0.5% (2011: 0.5%). The non-interest bearing assets represent the equity element of the portfolio.  All assets and liabilities of the Company are included in the balance sheet at fair value.
Maturity profile
The interest rate profile of the Company's financial assets at the balance sheet date was as follows:
					Within 1 year	Within 1-2 years	Within 2-3 years	Within 3-4 years	Within 4-5 years	More than 5 years	Total
At 30 November 2012					£'000	£'000	£'000	£'000	£'000	£'000	£'000
Fixed interest
Listed					1,752	-	-	-	-	-	1,752
Unlisted					2,253	3,008	1,960	1,048	2,138	284	10,691
					4,005	3,008	1,960	1,048	2,138	284	12,443
					Within 1 year	Within 1-2 years	Within 2-3 years	Within 3-4 years	Within 4-5 years	More than 5 years	Total
At 30 November 2011					£'000	£'000	£'000	£'000	£'000	£'000	£'000
Fixed interest
Listed					-	-	-	-	-	-	-
Unlisted					2,550	1,368	3,130	3,138	1,361	785	12,332
					2,550	1,368	3,130	3,138	1,361	785	12,332
In the "More than 5 years" column the figure of £7,000 (2011: £32,000) is in respect of preference shares which have no redemption date.  It is the Directors' opinion that the carrying amounts of these financial assets represent the maximum credit risk exposure at the balance sheet date.
All liabilities are due within one year and, as such, no maturity profile has been provided.

Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.  The Company's financial instruments include unlisted and AIM/ISDX traded investments which are not traded in an organised public market and which generally may be illiquid.  As a result, the Company may not be able to liquidate quickly some of its investments at an amount close to their fair value in order to meet its liquidity requirements.  Note 1 (f) details the three-tier hierarchy of inputs used as at 30 November 2012 in valuing the Company's investments carried at fair value.
The Company's investment policy ensures that the Company has sufficient investment in cash and readily realisable securities to meet its ongoing obligations.  At 30 November 2012 these investments including cash were £6,397,000 (2011: £2,972,000).
The Company has the power to take out borrowings, which gives it access to additional funding when required.
Credit risk
This is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company.
The Company's financial assets exposed to credit risk amounted to the following :
								30 November 2012			30 November 2011
								£'000			£'000
Investments in fixed interest instruments								1,752			-
Investments in unlisted debt securities								10,691			12,332
Cash and cash equivalents								4,645			2,972
								17,088			15,304
All assets which are traded on a recognised exchange are held by JP Morgan, the company's custodian.  Cash balances are held by JPM, Royal Bank of Scotland and Clydesdale Bank.  Should the credit quality or the financial position of any of these institutions deteriorate significantly the Manager will move these assets to another financial institution.
There were no significant concentrations of credit risk to counterparties at 30 November 2012 or 30 November 2011.

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report, Directors' Remuneration Report and the financial statement in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards) and applicable law. The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the net return of the Company for that period. In preparing these financial statements, the Directors are required to:

·      select suitable accounting policies and then apply them consistently

·      make judgments and estimates that are reasonable and prudent

·      state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements

·      prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements might differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the Annual Financial Report

We confirm that, to the best of our knowledge, the financial statements, prepared in accordance with the applicable set of accounting standards and set out on pages 39 to 53, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and the Directors' Report, set out on pages 26 to 35, includes a fair review of the developments and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that they face.

Other information

This announcement has been prepared on the same basis as the Annual Report and Financial Statements for the year ended 30 November 2012. The Annual Report and Financial Statements for the year ended 30 November 2012 will be filed with the Registrar of Companies and issued to Shareholders 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 2011 have been delivered to the Registrar of Companies and contained an audit report which was unqualified.

Copies of this announcement and of the Annual Report and Financial Statements for the year ended 30 November 2012 will be available to the public at the office of Maven Capital Partners UK LLP, 205 West George Street, Glasgow; at the registered office of the Company, 9-13 St Andrew Street, London, 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.

By order of the Board

Maven Capital Partners UK LLP

Secretary

26 March 2013

ENDS

 

END

 

 

FR NKADNFBKDBNB