Annual Financial Report

RNS Number : 3203H

Maven Income and Growth VCT 3 PLC

09 March 2018

 

Maven Income and Growth VCT 3 PLC

Final results for the year ended 30 November 2017

The Directors report the Company's financial results for the year ended 30 November 2017

Highlights for the Year

•      NAV total return at the year end of 143.57p per share (2016: 143.40p)

•      NAV at year end of 72.35p per share (2016: 90.45p), after payment of dividends totalling 18.27p per share during the year

•      Annual dividend of 14.52p per share (2016: 5.75p)

•      Offer for Subscription launched with £12.73 million of new capital raised to date

•      15,084,657 new shares allotted between 21 November 2017 and 6 February 2018

Strategic Report

Chairman's Statement

This has been a dynamic and transformative year for your Company, with significantly enhanced dividend payments, and a new Share Offer underway to replenish the NAV. It was also a very successful period in the ongoing construction of the long term portfolio, with the addition of nine new assets, across a wide range of high growth industries and sectors. In addition, there were a number of successful realisations during and shortly after the year end, although one of the larger portfolio company holdings suffered a write down in value, which constrained the overall performance for the year.

Dividends in respect of the year totalled 14.52p per share representing a 21.83% yield based on the share price at the year end. Although this level of distribution is not expected to be sustained, your Board remains committed to making distributions when realisations are achieved and to making regular income payments to Shareholders.

During the financial year, your Company has delivered a steady performance against a backdrop of continuing economic uncertainty, largely related to the ongoing negotiations regarding the UK's intended withdrawal from the European Union (EU), and an ever-changing regulatory environment. Over the past few years the framework under which VCTs operate has become increasingly complex, with further legislation announced in the 2017 Autumn Budget Statement however, your Board believes that the Manager has the depth of experience and breadth of skill to ensure that your Company is responding appropriately.

The Share Offer was launched on 22 September 2017 and has, to date, raised £12.73 million of new capital, with 6,496,645 shares allotted prior to the year end in respect of £4.74 million of subscriptions with a further £6.59 million of subscriptions received subsequently, giving rise to the allotment of 8,588,012 shares on 6 February 2018. This provides your Company with significant liquidity to facilitate the continued expansion of the portfolio. The programme for deploying these funds has commenced and the Directors are encouraged by the strength of the pipeline of prospective opportunities currently under review across Maven's expanded network of eleven regional offices.

Following the introduction of the Finance (No. 2) Act 2015, the Directors believe it is important that Shareholders are aware of the longer term implications arising from the new regulatory framework, including the forthcoming amendments in the Finance (No.2) Bill 2017-2019. The changes to the VCT rules that were enacted in November 2015 specifically prohibit participation in management buy-outs or acquisition based transactions and also restrict the ability of VCTs to support older companies, including portfolio holdings, unless certain conditions are met. VCT managers are thereby required to focus on the provision of development capital to younger or earlier stage companies which, given their relatively early stage of maturity, have a different risk profile. In addition, transaction structures are now required to contain a higher proportion of equity, where previously high levels of interest bearing debt was permitted. As the portfolio evolves, and a greater proportion of holdings are invested in earlier stage companies, there is likely to be a consequential impact on income levels.  This could result in dividend payments being subject to variation in terms of quantum and timing, and may ultimately be driven by realisation activity, and the requirement to comply with the VCT rules. The Board and the Manager will ensure that this further transition is managed carefully in line with your Company's investment objective.

The Board is pleased to report that the portfolio of investee companies has generally continued to trade well during the year, as can be seen from the detailed analysis in the Investment Manager's Review of the Annual Report. The continuing positive performance achieved by a number of established private companies has enabled the valuations of these assets to be increased. The Board is also encouraged to note that, after a number of years of exceptionally challenging market conditions, the portfolio companies with exposure to the oil & gas services sector are seeing an improvement, with financial performance showing an uplift over the comparative period in the prior year. The valuations of a number of these assets had previously been reduced in response to market conditions and the conservative valuation of these holdings will be maintained until there is evidence of a sustained market recovery. Inevitably, there are a small number of investments that are operating behind plan, or where a market adjustment has impacted performance and, as a result, the valuations of these assets have been reduced which has constrained the performance for the full year.

An encouraging level of new investment has been achieved during the financial year, with the addition of nine carefully selected growth oriented companies to the portfolio. The pipeline of investment opportunities remains strong and is supported by the Manager's expanded nationwide office network, which is delivering a continuous supply of prospective investments. The Board is, however, aware of the challenges that the Manager is facing with regard to securing Advance Assurance from HMRC for new investments, and notes that this has resulted in a small number of potential transactions being lost during the year due to slow response times.

Given the maturing profile of a number of assets in the portfolio there has been significant sale and realisation activity during the period. As previously reported, in December 2016 the holding in Nenplas was realised in full, generating a total return of 5.0 times cost over the life of the investment. In October 2017, a complete exit from Crawford Scientific, a leading supplier of chromatography products and services, through a sale to an institutional buyer, delivered a return of 4.5 times cost over the three-year investment period. In addition, exits were achieved shortly after the period end from SPS (EU), the UK's largest provider of promotional merchandise and John McGavigan, a manufacturer and supplier of plastic components for the global automotive industry, both of which delivered a premium to carrying value. The Board is aware that discussions are in process regarding further potential exits from a number of the more mature holdings in the portfolio, although there can be no certainty that these will lead to profitable realisations.

Dividends

As previously noted, the Directors considered it necessary to distribute an enhanced level of interim dividends during the financial year. This was a result of a build-up of distributable reserves, including the proceeds of recent profitable realisations, and the requirement to ensure ongoing compliance with the VCT regulations.

The first interim dividend in respect of the year ended 30 November 2017, of 2.71p per Ordinary Share and comprising 0.50p of revenue and 2.21p of capital, was paid on 14 July 2017 to Shareholders on the register at close of business on 23 June 2017. The second interim dividend of 5.14p per Ordinary Share, comprising capital only, was paid on 15 September 2017 to Shareholders on the register at close of business on 18 August 2017. The third interim dividend of 6.67p per Ordinary Share, comprising 0.40p of revenue and 6.27p of capital, was paid on 30 November 2017 to Shareholders on the register at close of business on 3 November 2017. No final dividend is proposed and this, therefore, brings the total distributions for the year to 14.52p per Ordinary Share, representing a yield of 21.83% based on the year-end closing mid-market price of 66.50p. The effect of paying dividends is to reduce the NAV of the Company by the total cost of the distribution.

Subsequent to the year end, on 8 March 2018 the Company announced an interim dividend in respect of the year ending 30 November 2018 of 5.70p per Ordinary Share payable on 13 April 2018 to Shareholders on the Register on 16 March 2018.

Since the Company's launch, and after receipt of the interim dividends, noted above, Shareholders will have received 76.92p per share in tax-free dividends. Decisions on future distributions will take into consideration the availability of surplus revenue, the adequacy of reserves, the proceeds from any further realisations and the VCT qualifying levels of the portfolio, all of which are kept under close review by the Board and the Manager.

Dividend Investment Scheme

As detailed in the 2017 Interim Report, the Directors resolved to re-introduce the Dividend Investment Scheme (DIS), which was subsequently announced on 10 August 2017, ahead of the launch of the Offer for Subscription. The DIS was previously suspended on 24 August 2015 due to the uncertainty regarding the potential impact of the Finance (No. 2) Act 2015.

Shareholders who had previously elected to participate in the DIS will, unless they advise otherwise, revert to receiving their dividends in the form of new shares. The shares issued under the DIS should qualify for VCT tax reliefs, applicable for the tax year in which they are allotted. Full details of the scheme, together with a mandate form, are available from the Company's website. Shareholders who had not previously applied to participate in the DIS and who wish to do so for future dividends should ensure that a mandate form, or CREST instruction if appropriate, is submitted to the Registrar (Link Asset Services).

Fund Raising

On 22 September 2017 the Directors of your Company, together with the Directors of Maven Income and Growth VCT 4 PLC, launched an Offer for Subscription in new Ordinary Shares for up to £30 million, in aggregate, with over-allotment facilities of up to, in aggregate, a further £10 million.

The first allotment of 6,496,645 new Ordinary Shares, in respect of the 2017/18 tax year, was made on 21 November 2017, with a further allotment on 6 February 2018 when 8,588,012 new Ordinary Shares were issued. It is anticipated that a final allotment for the 2017/18 tax year will take place on or before 5 April 2018 and an allotment for the 2018/19 tax year will take place on or before 20 April 2018. The Board is confident that the additional liquidity will enable your Company to continue to expand the portfolio by investing in dynamic earlier stage VCT qualifying businesses, which are capable of delivering growth in Shareholder value over the medium term.

Further details regarding the new Ordinary Shares issued under the Offer can be found in Note 12 to the Financial Statements.

Share Buy Backs

Shareholders should be aware that the Board's primary objective is for the Company to retain sufficient liquid assets for making investments in line with its stated policy and for the continued payment of dividends. However, the Directors also acknowledge the need to maintain an orderly market in the Company's shares and have delegated authority to the Manager to buy back shares in the market for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders.

It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, shares will be bought back at prices representing a discount of between 5% and 10% to the prevailing NAV per share.

Regulatory Developments

During the summer of 2017, the Patient Capital Review was formally extended to consider the effectiveness and value for money provided by the VCT and Enterprise Investment Scheme sector. The Manager contributed to this consultation on behalf of its VCT clients and it was widely anticipated that, as a result of this review, the 2017 Autumn Budget Statement would include a number of amendments.

The Directors were encouraged that the measures announced in the 2017 Autumn Budget Statement were intended to preserve the attractive fundamentals of the VCT scheme, which continues to provide a valuable bridge between private capital and the UK SME sector. The availability of long-term patient capital, in line with Government objectives at what is an increasingly important time for the UK economy, gives comfort to small businesses and ensures that entrepreneurial companies can continue to access equity finance, and allows investors to benefit from their success.

Whilst there were no changes to tax reliefs, or the minimum holding period for these reliefs, and VCT dividends will maintain their tax-free status, a number of less favourable changes were announced, some of which were anticipated. As expected, the focus is to continue to move towards supporting higher risk investments, which includes the introduction of a 'risk to capital' based test, certain sector exclusions and measures designed to assist the financing of knowledge-intensive companies.

The percentage of funds that a VCT must hold in qualifying investments will increase from 70% to 80% from 6 April 2019 (in the Company's case from 1 December 2019), with a shorter time period for the investment of newly raised funds. In order to assist with this requirement, the add-back period on sales will be increased from six to twelve months. The loan stock element of investments will now have to be unsecured with a practical cap on coupon rates. The Finance (No.2) Bill 2017 - 2019 is expected to receive Royal Assent in the summer of 2018.

The Autumn Budget Statement also announced that HMRC anticipates being able to enhance its approval process for Advance Assurance clearance during the early part of 2018.  This is a welcome development as it should assist the process for completing new investments, whilst allowing VCT managers to continue to build their portfolios without unnecessary delay and remain compliant with the qualifying requirements. The Board and the Manager will continue to consider the implications of the Autumn Budget Statement and take these developments into account when planning future strategy.

In January 2018 two major new pieces of legislation were introduced; the Packaged Retail Investment and Insurance Based Products (PRIIPs) Regulation and the second Markets in Financial Instruments Directive (MiFID II), came into force on 1 and 3 January respectively. PRIIPs required that a Key Information Document (KID) be published for each VCT; the form and content of the KID is strictly prescribed and includes specific information on investment risks, performance and costs, which must be provided to all potential investors to enable them to compare the performance of different VCTs. With regard to MiFID II, the main practical change for the Company is the requirement for the Manager to report all transactions in quoted shares including share buy-backs as well as those in underlying investments, to the FCA to assist in its continued efforts to combat market abuse.

The General Data Protection Regulation comes into force on 25 May 2018, replacing the Data Protection Act 1998. This regulation enforces the principle of 'privacy by design and by default' and enshrines new rights for individuals, including the right to be forgotten and to data portability. The Manager is currently working with the third parties that process Shareholders' personal data to ensure that their rights under the new regulation are respected.

The Future

Notwithstanding the prevailing economic and regulatory challenges, your Board remains confident in the future prospects for your Company, which is continuing to build a diverse portfolio of qualifying investments that can deliver positive investor returns and generate attractive levels of tax- free distributions. Current activity levels are encouraging for both new investments and disposals, and the new assets being acquired are allowing your Company to gain access to a portfolio of younger, high growth companies, which offer the prospect of achieving significant multiples of sums invested as they mature and are ultimately realised. These new investments are complementary to the more mature holdings in later stage companies, which continue to represent the majority of the investee portfolio.  The Board and the Manager believe that this hybrid portfolio offers investors' access to an attractive and varied investee company asset base capable of delivering growth in Shareholder value that will help to support the payment of regular tax-free dividends in the years ahead.

Atul Devani

Chairman

9 March 2018

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 venture capital trust which invests in accordance with the investment objective set out in this Business Report.

Investment Objective

The Company aims to achieve long-term capital appreciation and generate income for Shareholders.

Business Model and Investment Policy

The Company intends to achieve its objective by:

•      investing the majority of its funds in a diversified portfolio of shares and securities in smaller, unquoted UK companies and AIM/NEX quoted companies which meet the criteria for VCT qualifying investments and have strong growth potential;

•      investing no more than £1 million in any company in one year and no more than 15% of the Company's assets by cost in one business at any time; and

•      borrowing up to 15% of net asset value, if required and only on a selective basis, in pursuit of its investment strategy.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company are as follows:

Investment Risk

The majority of the Company's investments are in small and medium sized unquoted UK companies and AIM/NEX quoted companies which, by their nature, carry a higher level of risk and lower liquidity than investments in large quoted companies. The Board aims to limit the risk attached to the investment portfolio as a whole by ensuring that a robust structured selection, monitoring and realisation process is applied. The Board reviews the investment portfolio with the Manager on a regular basis.

The Company manages and minimises investment risk by:

•      diversifying across a large number of companies;

•      diversifying across a range of economic sectors;

•      actively and closely monitoring the progress of investee companies;

•      co-investing with other clients of the Manager;

•      ensuring valuations of underlying investments are made accurately and fairly (see Notes to the Financial Statements 1(e) and 1(f) for further detail);

•      taking steps to ensure that share price discount is managed appropriately; and

•      choosing and appointing an FCA authorised investment manager with the appropriate skills, experience and resources required to achieve the investment objectives above, with ongoing monitoring to ensure the Manager is performing in line with expectations.

Financial and Liquidity Risk

As most of the investments require a mid to long term commitment and are relatively illiquid, the Company retains a portion of the portfolio in cash and listed investments in order to finance any new unquoted investment opportunities. The Company has only limited direct exposure to currency risk and does not enter into any derivative transactions.

Economic Risk

The valuation of investment companies may be affected by underlying economic conditions such as fluctuating interest rates and the availability of bank finance. The economic and market environment is kept under constant review and the investment strategy of the Company adapted so far as is possible to mitigate emerging risks.

Credit Risk

The Company may hold financial instruments and cash deposits and is dependent on counterparties discharging their agreed responsibilities. The Directors consider the creditworthiness of the counterparties to such instruments and seek to ensure that there is no undue concentration of exposure to any one party.

Internal Control Risk

The Board regularly reviews the system of internal controls, both financial and non-financial, operated by the Company, Maven and other key third party outsourcers such as the Custodian and Registrar. These include controls designed to ensure that the Company's assets are safeguarded and that all records are complete and accurate and that the third parties have adequate controls in relation to the prevention of data protection and cyber security failings.

VCT Qualifying Status Risk

The Company operates in a complex regulatory environment and faces a number of related risks, including:

•      becoming subject to capital gains tax on the sale of its investments as a result of a breach of Section 274 of the Income Tax Act 2007;

•      loss of VCT status and the consequential loss of tax reliefs available to Shareholders as a result of a breach of the VCT Regulations;

•      loss of VCT status and reputational damage as a result of serious breach of other regulations such as the FCA Listing Rules and the Companies Act 2006; and

•      increased investment restrictions resulting from the EU State Aid Rules incorporated by the Finance (No. 2) Act 2015 and, in the summer of 2018, the Finance (No. 2) Bill 2018- 2019.

The Board works closely with the Manager to ensure compliance with all applicable and upcoming legislation, such that VCT qualifying status is maintained. Further information on the management of this risk is detailed under other headings in this Business Report.

Legislative and Regulatory Risk

In order to maintain its approval as a VCT, the Company is required to comply with current VCT legislation in the UK as well as the EU State Aid Rules. Changes to either legislation could have an adverse impact on Shareholder investment returns whilst maintaining the Company's VCT status.

The Board and the Manager continue to make representations where appropriate, either directly or through relevant industry bodies such as the Association of Investment Companies (AIC) or the British Venture Capital Association (BVCA).

The Company has retained Philip Hare & Associates LLP as VCT adviser.

Breaches of other regulations including, but not limited to, the Companies Act, the FCA Listing Rules, FCA Disclosure Guidance and Transparency Rules or the Alternative Investment Fund Managers Directive (the AIFMD), could lead to a number of detrimental outcomes and reputational damage. Breaches of controls by service providers to the Company could also lead to reputational loss or damage.

The AIFMD, which regulates the management of alternative investment funds, including VCTs, introduced an authorisation and supervisory regime for all investment companies in the EU. The Company was approved by the FCA as a self- managed small registered UK AIFM under the AIFMD.

The Company is also required to comply with tax legislation under the Foreign Account Tax Compliance Act and the Common Reporting Standards. The Company has appointed Link Asset Services to act on its behalf to report annually to HMRC and ensure compliance with this legislation.

Political Risk

In a referendum held on 23 June 2016, the UK voted to leave the EU (informally known as "Brexit"). The formal process of implementing this decision exists in Article 50 of the Lisbon Treaty which was invoked on 29 March 2017. The full political, economic and legal consequence of the referendum vote are not yet known. It is possible that investments in the UK may be more difficult to value and assess for suitability of risk, harder to buy or sell and may be subject to greater or more frequent rises and falls in value. In the longer term, there is likely to be a period of uncertainty as the UK seeks to negotiate its exit from the EU. The UK's laws and regulations concerning funds may, in future, diverge from those of the EU. This may lead to changes in the operation of the Company, the rights of investors, or the list of territories in which the shares of the Company may be promoted and sold.

The Board regularly reviews the political situation, together with any associated changes to the economic, regulatory and legislative environment, in order to ensure that any risks are mitigated as effectively as possible.

An explanation of certain economic and financial risks and how they are managed is contained in Note 16 to the Financial Statements.

Statement of Compliance with Investment Policy

The Company is adhering to its stated investment policy and managing the risks arising from it. This can be seen in various tables and charts throughout the Annual Report, from information provided in the Chairman's Statement and in the Investment Manager's Review. A review of the Company's business, its position as at 30 November 2017 and its performance during the year then ended is included in the Chairman's Statement, which also includes an overview of the Company's business model and strategy.

The management of the investment portfolio has been delegated to Maven, which also provides company secretarial, administrative and financial management services to the Company. The Board is satisfied with the depth and breadth of the Manager's resources and its 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 tabular analysis of the unlisted and quoted portfolio show that the portfolio is diversified across a variety of sectors and deal types. The level of qualifying investments is monitored by the Manager on a daily basis and reported to the Audit & Risk Committee quarterly, or as required.

Key Performance Indicators

During the year, the net return on ordinary activities before taxation was £27,000 (2016: £2,061,000), gains on investment was £153,000 (2016: £2,066,000) and earnings per share were 0.07p (2016: 5.01p). However, the Directors also use a number of Alternative Performance Measures (APMs) in order to assess the Company's success in achieving its objectives as these are considered to be more appropriate. The APMs also enable Shareholders and prospective investors to gain an understanding of the Company's business.  The key performance indicators are as follows:

•      NAV total return;

•      cumulative dividends paid;

•      share price discount to NAV;

•      investment income; and

•      operational expenses.

The NAV total return is a measure of Shareholder value that 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 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. A historical record of these measures is shown in the Financial Highlights in the Annual Report. The change in the profile of the portfolio is reflected in the Summary of Investment Changes. The Board reviews the Company's investment income and operational expenses on a quarterly basis as the Directors consider that both of these elements are important components in the generation of Shareholder returns.

There is no meaningful VCT index against which to compare the performance of the Company. However, for reporting to the Board and Shareholders, the Manager uses comparisons with appropriate indices. The Directors also consider non-financial performance measures such as the flow of investment proposals and ranking of the VCT sector by independent analysts.

In addition, the Directors consider economic, regulatory and political trends and factors that may impact on the Company's future development and performance.

Valuation Process

Investments held by Maven Income and Growth VCT 3 PLC in unquoted companies are valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Investments quoted or traded on a recognised stock exchange, including AIM, are valued at their bid prices.

Share Buy backs

At the forthcoming Annual General Meeting (AGM), the Board will seek the necessary Shareholder authority to continue to conduct share buy backs under appropriate circumstances.

Employee, Environmental and Human Rights Policy

The Company has no direct employee or environmental responsibilities, nor is it 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. As the Company has no employees, it has no requirement to report separately on employment matters. 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 may be found in the Statement of Corporate Governance. 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 2018, as it is believed that these are in the best interest of Shareholders.

Approval

The Business Report, and the Strategic Report as a whole, was approved by the Board of Directors and signed on its behalf by:

Atul Devani

Director

9 March 2018

Income Statement

For the Year Ended 30 November 2017

	Year ended 30 November 2017			Year ended 30 November 2016
	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Gains on investments	-	153	153	-	2,066	2,066
Income from investments	1,047	-	1,047	1,328	-	1,328
Other income	14	-	14	4	-	4
Investment management fees	(179)	(717)	(896)	(186)	(743)	(929)
Other expenses	(291)	-	(291)	(408)	-	(408)
Net return on ordinary activities	591	(564)	27	738	1,323	2,061
before taxation
Tax on ordinary activities	(103)	103	-	(147)	147	-
Return attributable to Equity Shareholders	488	(461)	27	591	1,470	2,061
Earnings per share (pence)	1.20	(1.13)	0.07	1.44	3.57	5.01

All gains and losses are recognised in the Income Statement.

All items in the above statement are derived from continuing operations. The Company has only one class of business and one reportable segment, the results of which are set out in the Income Statement and Balance Sheet. The Company derives its income from investments made in shares, securities and bank deposits.

There are no potentially dilutive capital instruments in issue and therefore no diluted earnings per share figures are relevant. The basic and diluted earnings per share are, therefore, identical.

The accompanying Notes are an integral part of the Financial Statements.

Statement of Changes in Equity

For the Year Ended 30 November 2017

	Share capital £'000	Share premium account £'000	Capital reserve realised £'000	Capital reserve unrealised £'000	Special distributable reserve £'000	Capital redemption reserve £'000	Revenue reserve £'000	Total £'000
At 30 November 2016	4,093	13,820	(2,115)	3,499	16,251	752	720	37,020
Net return	-	-	3,100	(3,561)	-	-	488	27
Dividends paid	-	-	(6,974)	-	-	-	(447)	(7,421)
Repurchase and cancellation of shares	(67)	-	-	-	(502)	67	-	(502)
Net proceeds of share issue	650	4,042	-	-	-	-	-	4,692
Net proceeds of DIS issue	26	173	-	-	-	-	-	199
At 30 November 2017	4,702	18,035	(5,989)	(62)	15,749	819	761	34,015

For the Year Ended 30 November 2016	Share capital £'000	Share premium account £'000	Capital reserve realised £'000	Capital reserve unrealised £'000	Special distributable reserve £'000	Capital redemption reserve £'000	Revenue reserve £'000	Total £'000
At 30 November 2015	4,132	13,820	(2,064)	3,315	16,563	713	1,157	37,636
Net return	-	-	1,286	184	-	-	591	2,061
Dividends paid	-	-	(1,337)	-	-	-	(1,028)	(2,365)
Repurchase and cancellation of shares	(39)	-	-	-	(312)	39	-	(312)
At 30 November 2016	4,093	13,820	(2,115)	3,499	16,251	752	720	37,020

The accompanying Notes are an integral part of the Financial Statements.

Balance Sheet

As at 30 November 2017

	30 November 2017 £'000	30 November 2016 £'000
Fixed assets
Investments at fair value through profit or loss	24,335	32,590
Current assets
Debtors	469	394
Cash	9,246	4,269
	9,715	4,663
Creditors
Amounts falling due within one year	(35)	(233)
Net current assets	9,680	4,430
Net assets	34,015	37,020
Capital and reserves
Called up share capital	4,702	4,093
Share premium account	18,035	13,820
Capital reserve - realised	(5,989)	(2,115)
Capital reserve - unrealised	(62)	3,499
Special distributable reserve	15,749	16,251
Capital redemption reserve	819	752
Revenue reserve	761	720
Net assets attributable to Ordinary Shareholders	34,015	37,020
Net asset value per Ordinary Share (pence)	72.35	90.45

The Financial Statements of Maven Income and Growth VCT 3 PLC, registered number 04283350, were approved by the Board of Directors and were signed on its behalf by:

Atul Devani

Director

9 March 2018

The accompanying Notes are an integral part of the Financial Statements.

Cash Flow Statement

For the Year Ended 30 November 2017

	Year ended 30 November 2017 £'000	Year ended 30 November 2016 £'000
Net cash flows from operating activities	(1,203)	(1,453)
Cash flows from investing activities
Investment income received	978	1,348
Deposit interest received	14	4
Purchase of investments	(3,212)	(11,105)
Sale of investments	11,432	17,320
Net cash flows from investing activities	9,212	7,567
Cash flows from financing activities
Equity dividends paid	(7,421)	(2,365)
Issue of Ordinary Shares	4,891	-
Repurchase of Ordinary Shares	(502)	(346)
Net cash flows from financing activities	(3,032)	(2,711)
Net increase in cash	4,977	3,403
Cash at beginning of year	4,269	866
Cash at end of year	9,246	4,269

The accompanying Notes are an integral part of the Financial Statements.

Notes to the Financial Statements

For the Year Ended 30 November 2017

1.    Accounting policies

(a)   Basis of preparation

The Financial Statements have been prepared under FRS 102, the historical cost convention, as modified by the revaluation of investments, and in accordance with 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 November 2014.

(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 early stage investments completed in the reporting period, 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 investee 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 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 a 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.    In the absence of evidence of a deterioration, or strong defensible evidence of an increase in value, the fair value is determined to be that reported at the previous balance sheet date.

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

6.    In accordance with normal market practice, investments 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 -    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 (ie developed using market data) for the asset or liability, either directly or indirectly; and

•      Level 3 - inputs are unobservable (ie 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 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 issue costs.

Capital reserves

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.

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. The capital reserve realised account also represents capital dividends, capital investment management fees and the tax effect of capital items.

Special distributable reserve

The total cost to the Company of the repurchase and cancellation of shares is represented in the special distributable reserve account.

Capital redemption reserve

The nominal value of shares repurchased and cancelled is represented in the capital redemption reserve.

Revenue reserve

The revenue reserve represents accumulated profits retained by the Company that have not been distributed to Shareholders as a dividend.

Return per Ordinary Share	Year ended 30 November 2017	Year ended 30 November 2016
The returns per share have been based on the
following figures:
Weighted average number of Ordinary Shares	40,706,349	41,121,125
Revenue return	£488,000	£591,000
Capital return	(£461,000)	£1,470,000
Total return	£27,000	£2,061,000

Net asset value per Ordinary Share

The net asset value per Ordinary Share as at 30 November 2017 has been calculated using the number of Ordinary Shares in issue at that date of 47,016,945 (2016: 40,930,853).

Directors Responsibility Statement

Each Director believes that, to the best of their knowledge:

•      the Financial Statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as at 30 November 2017 and for the year to that date;

•      the Directors' Report includes a fair review of the development and performance of the Company, together with a description of the principal risks and uncertainties that it faces; and

•      the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's position and performance, business model and strategy.

Other information

The Annual General Meeting will be held on Wednesday 11 April 2018, commencing at 10.00am, at Maven Capital Partners UK LLP, Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF.

The Annual Report and Financial Statements for the year ended 30 November 2017 will be issued to Shareholders and 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 2016 have been delivered to the Registrar of Companies and contained an audit report which was unqualified and did not constitute statements under S498(2) or S498(3) of the Companies Act 2006.

Copies of this announcement, and of the Annual Report and Financial Statements for the year ended 30 November 2017, will be available, in due course, to the public at the office of Maven Capital Partners UK LLP, 205 West George Street, Glasgow G2 2LW; at the registered office of the Company, 1-2 Royal Exchange Buildings, London EC3V 3LF and on the Company's website at www.mavencp.com/migvct3.

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

The Annual Report will shortly be submitted to the National Storage Mechanism and will be available for inspection at: www.morningstar.co.uk/uk/NSM

By Order of the Board

Maven Capital Partners UK LLP

Secretary

9 March 2018

 

END

 

 

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