Maven Income and Growth VCT 3 PLC Half-year Report

RNS Number : 0089X

Maven Income and Growth VCT 3 PLC

18 July 2024

 

Maven Income and Growth VCT 3 PLC

 

Interim Results for the Six Months Ended 31 May 2024

 

Highlights

 

•    NAV total return at 31 May 2024 of 151.16p per share

 

•    NAV at 31 May 2024 of 51.44p per share

 

•    Interim dividend of 1.00p per share

 

•    Offer for Subscription closed, raising £5.2 million

 

•    Four new private companies added to the portfolio

 

•    Exit achieved from GradTouch, generating a total return of 1.5x cost

 

•    Post period end, final exit achieved from Quorum Cyber generating a total return of 8.2x cost

 

 

Interim Review

 

Overview

 

In the six months to 31 May 2024, your Company has made further positive progress and it is pleasing to report a modest increase in NAV total return. Since the year end, your Company has closed its most recent Offer for Subscription, completed four new private company investments and achieved three profitable private company realisations, including the final exit from Quorum Cyber, which generated a total return of 8.2x cost over a holding period of less than four years. In general, the portfolio of investee companies continues to deliver a resilient performance and remains well placed to achieve further growth. In recognition of the exit activity and the commitment to make regular tax free distributions, an interim dividend of 1.00p per share has been declared for payment in September 2024.

 

Following a prolonged period of macroeconomic uncertainty, it is encouraging to note that market conditions are improving. With inflation significantly reduced, energy prices in decline and interest rates predicted to fall later in the year, the outlook is more stable than it has been for several years. Whilst it may take time for all of these improvements to filter through the economy, the Manager is cautiously optimistic in the outlook for the remainder of the financial year and believes that economic growth will continue to strengthen in 2025.

 

Your Company continues to make further progress in line with its long term growth strategy, which is focused on constructing a large and diverse portfolio of innovative companies that will scale and ultimately become attractive to a wide range of acquirers. During the reporting period, there was a good level of investment with the addition of four new private companies to the portfolio, alongside the provision of follow-on funding to support the further development of 15 existing portfolio holdings, resulting in the deployment of £3 million. The investment strategy continues to focus on identifying entrepreneurial companies that operate in disruptive or high growth markets, where there is an opportunity to achieve scale over the medium term. Maven retains a strong preference for investing in companies that operate in dynamic sectors such as cyber security, software, niche manufacturing, data analytics, healthtech and training, where growth is less sensitive to consumer or discretionary spending and the revenue model tends to be recurring in nature, which provides good visibility on the growth trajectory of each portfolio company. To ensure the business plan can be delivered, Maven also spends time assessing the calibre of management and their track record, recognising that ambitious and cohesive teams are crucial to the success of early stage businesses.

 

In April 2024, your Company closed its most recent top-up Offer having raised a total of £5.2 million for the 2023/24 and 2024/25 tax years. These funds will enable your Company to progress its investment strategy which, over the past four years, has provided development capital to more than 40 private companies, many of which are delivering strong growth and achieving a leading position in their respective markets. As the portfolio develops, it is becoming evident that there are a number of high performing companies, which have the capability of achieving superior returns at exit.

 

Over recent months, there has been an increase in the level of acquisition interest across the portfolio, with approaches to acquire or invest in several investee companies, particularly from US investors, who are interested in the UK technology sector. This is demonstrated by the recent successful exit from cyber security specialist Quorum Cyber, which completed in early June. Your Company first invested in Quorum Cyber in 2020, backing an experienced team that had quickly established a leading position in a high growth market. Following a period of rapid expansion, the investment was partially realised through a sale to UK private equity house, Livingbridge, in January 2022, generating an initial return of 6.5x cost over an 18 month holding period. The transaction provided Quorum Cyber with additional capital to support the next phase of its strategic development and, in recognition of its continuing potential, the Maven VCTs retained a minority equity interest in the business in order to participate in future growth. It is pleasing to report that in June this year, a final exit from this investment was achieved through a sale of the business to US private equity firm, Charlesbank Capital Partners, taking the total proceeds to 8.2x cost.

 

Whilst achieving profitable exits, in pursuit of Shareholder returns, remains a key priority, this has to be balanced against selling a business too early before its value has been optimised. In cases like Quorum Cyber, where a business is performing strongly and has the potential to become a large and valuable asset, the Manager will seek, where possible, to retain an economic interest when structuring an exit. This approach will allow your Company to generate an initial cash return from a secondary transaction or partial sale, to help support the dividend programme, whilst retaining an ongoing equity interest in the business, which offers the potential for a further return in the future.

 

Dividend Policy

 

The Board and the Manager recognise the importance of tax free distributions to Shareholders and will seek, as a guide, to pay an annual dividend that represents 5% of the NAV per share at the immediately preceding year end.

 

Decisions on distributions take into consideration a number of factors, including the realisation of capital gains, the adequacy of distributable reserves, the availability of surplus revenue and the VCT qualifying level, all of which are kept under close and regular review. As the portfolio continues to expand and a greater proportion of holdings are invested in younger companies with high growth potential, the timing of distributions will be more closely linked to realisation activity, whilst also reflecting the Company's requirement to maintain its VCT qualifying level.

 

Interim Dividend

 

In respect of the year ending 30 November 2024, an interim dividend of 1.00p per share will be paid on 6 September 2024 to Shareholders who are on the register at 9 August 2024. Since the Company's launch, and after receipt of this interim dividend, a total of 100.72p per share will have been paid in tax free Shareholder distributions. It should be noted that the payment of a dividend reduces the NAV of the Company by the total amount of the distribution.

 

Dividend Investment Scheme (DIS)

 

Your Company operates a DIS, through which Shareholders can, at any time, elect to have their dividend payments utilised to subscribe for new Ordinary Shares issued by the Company under the standing authority requested from Shareholders at Annual General Meetings. Shares issued under the DIS should qualify for VCT tax relief applicable for the tax year in which they are allotted, subject to an individual Shareholder's particular circumstances.

 

Shareholders can elect to participate in the DIS in respect of future dividends by completing a DIS mandate form and returning it to the Registrar (The City Partnership). In order for the DIS to apply to the 2024 interim dividend, the mandate form must be received before 23 August 2024, this being the relevant dividend election date. The mandate form, terms & conditions and full details of the scheme (including tax considerations) are available from the Company's webpages at: mavencp.com/migvct3. Election to participate in the DIS can also be made through the Registrar's online investor hub at: maven-cp.cityhub.uk.com/login.

 

If a Shareholder is in any doubt about the merits of participating in the DIS, or their own tax status, they should seek advice from a suitably qualified adviser.

 

Fund raising

 

The most recent Offer for Subscription closed to new applications on 26 April 2024, with your Company raising a total of £5.2 million for the 2023/24 and 2024/25 tax years. All new shares in relation to this Offer have now been allotted, with four allotments for the 2023/24 tax year and one allotment for the 2024/25 tax year.

 

This additional liquidity will facilitate the further expansion and development of the portfolio in line with the investment strategy. The funds raised will also allow your Company to maintain its share buy-back policy, whilst also spreading costs over a wider asset base, with the objective of maintaining a competitive ongoing charges ratio for the benefit of all Shareholders.

 

As announced on 18 June 2024, the Directors have elected to launch a new Offer for Subscription, which will run alongside Offers by the other Maven managed VCTs. Full details will be included in the Prospectus, which is expected to be published in Autumn 2024.

 

Portfolio Developments

 

It is encouraging to report on the progress that has been achieved across the private company portfolio, where most companies have continued to meet operational and financial targets as part of their business plans. Notably, many of the earlier stage growth companies are now achieving scale and establishing strong positions in their respective markets, and in recognition of the progress achieved the valuations of certain holdings have been uplifted.

 

Carbon reduction software specialist Manufacture 2030 has delivered strong revenue growth over the past year with annual recurring revenue (ARR) increasing by over 75%. The business provides a disruptive software solution that helps multinationals achieve Scope 3 carbon reduction targets by measuring, managing and reducing carbon emissions across their supply chain. The business is gaining commercial traction in a high growth market, where its proposition is aligned with various carbon reduction initiatives including, the United Nations Sustainable Development Goals. Manufacture 2030 partners with a wide range of blue chip clients including Asda, Co-op, GSK, Toyota and Unilever, and has received a number of awards as a technology pioneer within this evolving market. The near term objective is to expand its presence in North America, which is viewed as a key market.

 

Specialist electronics manufacturer CB Technology delivered a strong performance in its latest financial year, which was supported by a record forward orderbook that continues to provide good visibility for the year ahead. CB Technology has also secured a number of new clients, as part of a successful diversification strategy, with the objective of reducing the reliance on oil & gas customers.

 

Cyber security specialist CYSIAM has made further commercial progress with revenues increasing by more than 200% since your Company first invested. The business is building a strong reputation as a leading provider of Managed Detection and Response (MDR) security services for protection against, detection of and response to cyber attacks. CYSIAM is a recognised expert in its field and, as an accredited member of the National Cyber Security Centre's Cyber Incident Response scheme, it can provide direct support to a range of organisations when they become victims of cyber attacks. CYSIAM operates in a dynamic, high growth market and the near term strategic objective remains to further pivot the business towards a Software as a Service (SaaS) model, which will result in an increased level of recurring revenue.

 

In 2021, your Company invested in Guru Systems, a supplier of hardware, software and data analytics designed to improve the performance and cost effectiveness of heat networks. Since investment, the business has gained commercial traction in an emerging sector that has positive ESG credentials. Heat networks are an important part of the government's decarbonisation strategy and are increasingly required to be included as part of the design of any new residential or commercial property development. Given the strong growth potential of this market, Guru is well placed to achieve scale over the medium term.

 

During the period under review, digital archiving specialist MirrorWeb has continued to deliver impressive revenue growth and add new clients. Following the relocation of the CEO to the US to lead the international expansion strategy, the business has continued to scale rapidly, particularly within the financial services sector, where regulatory changes now require all digital communications to be archived. MirrorWeb has also focused on developing a new platform with enhancements and additional product functionality, which provides good upselling potential within the existing client base.

 

Automotive ecommerce software specialist Rockar, continues to grow market share and is now a leading provider of a white label disruptive solution for buying and selling new and used cars online. The business has developed good relationships with various high profile automotive manufacturers such as BMW, Jaguar Land Rover, Toyota Motor Group and Volvo UK, with development work ongoing with several others. Rockar's new operating platform, Evolution, is gaining traction amongst clients, with a number already using or committed to migrating across to the new operating system. The business continues to deliver strong revenue growth and remains focused on building relationships with global automotive manufacturers that will enable the company to achieve further scale.

 

Digital payments software provider QikServe has continued to make encouraging commercial progress and is capitalising on the shift within the hospitality sector towards mobile ordering and pay-at-table technology. The business continues to expand its market presence in targeted sectors, which include restaurants, international coffee chains and transportation hubs. QikServe has a growing estate with more than 8,000 sites in over 40 countries and a healthy pipeline of near term opportunities, particularly in the US.

 

Contract software specialist Summize continues to make positive commercial progress, with ARR growing by almost 200% since the investment first completed in October 2022. Summize has developed an AI-powered digital contracting software solution that simplifies and streamlines the process for writing and renewing contracts, helping to drive operational efficiencies for customers. Since inception in 2018, Summize has secured numerous industry awards for its innovation and entrepreneurialism. Having established a strong foothold in the UK, the next phase of growth for the business is to expand into the US, where there is the potential to exploit a significant market opportunity.

 

As may be expected with a large portfolio, there are a small number of investee companies that have not achieved commercial targets and are trading behind plan. Protective provisions have, therefore, been taken against the cost of certain holdings. The performance of fintech specialist Delio has been impacted by slower than expected sales cycles and although corrective measures have been taken, the business continues to trade behind plan. Challenging market conditions have impacted the growth rate of creative marketing agency TC Communications. It is disappointing to report that the small investment in marketing technology business Drovo has been written down in full.

 

Treasury Management

 

Your Company maintains a proactive approach to treasury management, where the objective remains to optimise the income generated from cash held prior to investment in VCT qualifying companies, whilst meeting the requirements of the Nature of Income condition. This is a mandatory part of the VCT legislation, which stipulates that not less than 70% of a VCT's income must be derived from shares or securities. During 2023, the rise in interest rates required the Board and the Manager to revise its approach and, following a whole of market review, the composition of the treasury management portfolio was expanded to include holdings in leading money market funds and open-ended investment companies (OEIC), alongside carefully selected London Stock Exchange listed investment trusts. This approach enables your Company to maintain compliance with the Nature of Income condition, whilst also generating a healthy new stream of income from the portfolio of treasury management holdings and cash.

 

In line with the liquidity requirements of your Company, there have been several new investments and realisations within this portfolio, details of which can be found in the Interim Report.

 

New Investments

 

During the reporting period, four new private companies were added to the portfolio:

 

•     Alderley Lighthouse Labs is a provider of clinical diagnostic testing services, specialising in the analysis of human samples such as blood, urine and cells, with the objective of improving healthcare outcomes. The business was initially established as a COVID-19 facility, as part of the Government supported "Test and Trace" programme. As pandemic related testing subsided, the business evolved into a laboratory-based testing facility providing blood science and molecular diagnostics to a wide range of clients. The healthcare diagnostics and testing market continues to experience high growth, and Alderley is well placed to leverage its existing position, with scope to achieve considerable scale. The funding from the Maven VCTs provides capital that will enable the business to invest in product development, expand its current suite of services and grow monthly revenues.

 

•     McKenzie Intelligence Services (MIS) is an insurtech business that provides insurers with geospatial data and analysis to accelerate responses to catastrophic events, helping to drive disaster relief and economic recovery. Its proprietary data-led intelligence platform, Global Events Observer, uses real time information, machine learning and expert analysis to provide detailed and actionable intelligence to help decision makers manage risk, escalate relief and promote economic recovery in scenarios of extreme weather, natural disasters and geopolitical conflict. Since 2017, MIS has been Lloyds of London's catastrophic claims partner and has provided data and assistance following several high profile incidents, including the 2023 wildfires in Hawaii. The funding from the Maven VCTs is being used to further develop the technology platform and to launch new products that offer unique insight into future potential risks.

 

•     Metrion Biosciences is a specialist contract research organisation that provides drug discovery services to pharma and biotech customers. Its highly specialised service is required in the development of drugs that intentionally or unintentionally act on an important group of protein structures within the body known as ion channels, which are one of the fastest growing areas of innovation in drug discovery. Metrion is aiming to become the outsourcing partner of choice for ion services in the global pharma and biotech industry. The funding from the Maven VCTs is being used to invest in new equipment and to create additional laboratory space, which will enable Metrion to achieve scale in this growing market.

 

•     Zing is a specialist services provider operating in the cloud-communications sector. It is a leading partner of global cloud communication platform business Twilio, providing consultancy and managed services. Zing was a spin out from CRM provider ProspectSoft, a previous Maven portfolio company, which was successfully exited in 2022. The funding from the Maven VCTs will enable the business to capitalise on the growth opportunities in the Communications Platform as a Service (CPaaS) market. Since becoming an independent business, Zing has made encouraging progress and strengthened its relationship with Twilio. The next stage of development is focused on expanding into the US, developing a new AI proposition and enhancing the management team through new strategic hires.

 

The following investments were completed during the reporting period:

 

	Investments	Date	Sector		£'000
	New unlisted
	Alderley Lighthouse Labs Limited1	April & May 2024	Pharmaceuticals, biotechnology & healthcare		249
	McKenzie Intelligence Services Limited	December 2023	Business services		159
	Metrion Biosciences Limited	December 2023	Pharmaceuticals, biotechnology & healthcare		597
	Zing TopCo Limited (trading as Zing)1	April & May 2024	Business services		185
	Total new unlisted				1,190
	Follow-on unlisted
	Bud Systems Limited	May 2024	Learning & development/ recruitment technology		116
	Delio Limited	February 2024	Software & technology		125
	Draper & Dash Limited (trading as RwHealth)1	April & May 2024	Pharmaceuticals, biotechnology & healthcare		51
	Enpal Limited (trading as Guru Systems)	December 2023	Software & technology		200
	Hublsoft Group Limited	April 2024	Software & technology		56
	Liftango Group Limited	March 2024	Software & technology		265
	mypura.com Group Limited (trading as Pura)	March 2024	Business services		193
	Shortbite Limited (trading as Fixtuur)	April 2024	Software & technology		38
	Snappy Shopper Limited	April 2024	Software & technology		11
	Turnkey Group (UK) Holdings Limited2	December 2023, January, February & April 2024	Software & technology		240
	Whiterock Group Limited	December 2024	Software & technology		149
XR Games Limited1		December 2023 & February 2024		Software & technology	148
Zinc Digital Business Solutions Limited1		March & May 2024		Software & technology	233
Total follow-on unlisted					1,825
Total unlisted					3,015
Follow-on AIM quoted
GENinCode PLC		January 2024		Pharmaceuticals, biotechnology & healthcare	160
RUA Life Sciences PLC		December 2023		Pharmaceuticals, biotechnology & healthcare	33
Total follow-on AIM quoted					193
Money market funds3
Aviva Investors Sterling Liquidity Fund (Class 3)		March 2024		Money market fund	1,000
Fidelity Institutional Liquidity Sterling Fund (Class F)		April 2024		Money market fund	500
HSBC Sterling Liquidity Fund (Class A)		March 2024		Money market fund	1,000
Total money market funds					2,500
Total investments					5,708

 

¹ Follow-on investment completed in two tranches.

² Follow-on investment completed in four tranches.

³ Investments completed as part of the treasury management strategy.

 

At the period end, the portfolio comprised of 114 unlisted and quoted investments, at a total cost of £51.3 million.

 

Realisations

 

In December 2023, the exit from Glacier Energy Services completed, through a sale to a private equity buyer, which generated a total return of 1.05x cost over the life of the investment. Glacier was one of the more mature holdings in the portfolio and the exit helps further reduce your Company's exposure to the energy services sector.

 

In May 2024, the exit from graduate recruitment specialist GradTouch completed. Your Company first invested in GradTouch in November 2019, backing a team with a strategic plan to build a market leading position in the graduate recruitment market. Throughout the period of ownership, the company achieved steady organic growth alongside a series of self funded, complementary acquisitions which helped transform the business. During the period under review, an offer to acquire the business was received from UK private equity house Pelican Capital, with the exit generating a total return of 1.5x cost, inclusive of a small deferred consideration.

 

The table below gives details of the realisations completed during the reporting period:

 

Realisations	Year first invested	Complete/ partial exit	Cost of shares disposed of £'000	Value at 30 November 2023 £'000	Sales proceeds £'000	Realised gain/(loss) £'000	Gain/(loss) over 30 November 2023 value £'000
Unlisted
Glacier Energy Services Holdings Limited	2011	Complete	686	544	519	(167)	(25)
GradTouch Limited	2019	Complete	400	585	605	205	20
Others			-	-	3	3	3
Total unlisted			1,086	1,129	1,127	41	(2)
AIM quoted
Oncimmune Holdings PLC	2021	Complete	100	14	13	(87)	(1)
RUA Life Sciences PLC	2020	Complete	133	76	42	(91)	(34)
Total AIM quoted			233	90	55	(178)	(35)
Money market funds1
Aviva Investors Sterling Government Liquidity Fund	2023	Complete	1,000	1,000	1,000	-	-
BlackRock Institutional Sterling Liquidity Fund (Core)	2023	Complete	1,000	1,000	1,000	-	-
Fidelity Institutional Liquidity Sterling Fund (Class F)	2023	Partial	1,000	1,000	1,000	-	-
Goldman Sachs Sterling Liquid Reserves (Institutional)	2023	Complete	1,000	1,000	1,000	-	-
HSBC Sterling Liquidity Fund (Class A)	2023	Partial	1,000	1,000	1,000	-	-
Total money market funds			5,000	5,000	5,000	-	-
Total sales			6,319	6,219	6,182	(137)	(37)

 

¹ Realisations were completed as part of the treasury management strategy.

 

During the year, one private company was struck off the Register of Companies, resulting in a total realised loss of £249,000 (cost £249,000). This had no effect on the NAV of the Company as a full provision had been taken against the value of the holding in a previous period.

 

Principal and Emerging Risks and Uncertainties

 

The principal and emerging risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2023 Annual Report, and are the risks associated with investment in small and medium sized unlisted and AIM quoted companies which, by their nature, carry a higher level of risk and are subject to lower liquidity than investments in larger quoted companies. The valuation of investee companies may be affected by economic conditions, the credit environment and other risks including legislation, regulation, adherence to VCT qualifying rules and the effectiveness of the internal controls operated by the Company and the Manager. These risks and procedures are reviewed regularly by the Audit & Risk Committee and reported to your Board. The Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be monitored and met.

 

Global conflict and political instability was added to the Risk Register as an emerging risk during a previous period, as the Directors were not only aware of the heightened cyber security risk but were mindful of the impact that any change in the underlying economic conditions could have on the valuation of investment companies. These included fluctuating interest rates, increased fuel and energy costs, and the availability of bank finance, all of which could be impacted during times of geopolitical uncertainty and volatile markets. The Board and the Manager continue to monitor the impact of geopolitical, and wider market conditions, on portfolio companies.

 

Share Buy-backs

 

In order to maintain an orderly market in the Company's shares, the Directors have delegated authority to the Manager to enable the Company to buy back shares in the secondary market for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders.

 

It is intended that the Company will seek to buy back shares with a view to maintaining a share price that is at a discount of approximately 5% to the latest published NAV per share, subject to market conditions, available liquidity and the maintenance of the Company's VCT qualifying status. During the period under review, 1,250,126 shares were bought back at a total cost of £617,000.

 

Shareholders should note that neither the Company nor the Manager can execute a transaction in the Company's shares and an instruction to buy or sell shares on the secondary market must be directed through a stockbroker. If a Shareholder wishes to discuss a transaction, they or their broker can contact the Company's stockbroker, Shore Capital Stockbrokers on 020 7647 8132. Such transactions are, however, prohibited whilst the Company is in a closed period, which is the time from the end of a reporting period until the announcement of the relevant results, or the release of an unaudited NAV. Additionally, a closed period may be introduced if the Directors and Manager are in possession of price sensitive information.

 

VCT Regulatory Update

 

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

 

Although the precise details of the new government's economic and fiscal policy are currently unknown, the Manager has, through the VCT Association (VCTA), been actively involved in positive cross party dialogue to promote and reinforce the important role that VCTs play in supporting some of Britain's brightest and most entrepreneurial smaller companies, whilst also assisting in job creation across the regions. The announcement in the 2023 Autumn Statement that the "sunset clause" for VCT and EIS schemes would be extended until 2035 helps to ensure that VCTs remain an important component of the UK's funding infrastructure.

 

Valuation Methodology

 

Consistent with industry best practice, the Board and the Manager continue to apply the International Private Equity and Venture Capital Valuation (IPEV) Guidelines as the central methodology for all private company valuations. The IPEV Guidelines are the prevailing framework for fair value assessment in the private equity and venture capital industry. The Directors and the Manager continue to follow industry guidelines and adhere to the IPEV Guidelines in all private company valuations. In accordance with normal market practice, investments quoted on AIM, or another recognised stock exchange, are valued at their closing bid price at the period end.

 

Environmental, Social and Governance (ESG)

 

Whilst the Manager continues to enhance its ESG framework, it should be noted that your Company's investment policy does not incorporate specific ESG aims, and portfolio companies are not required to meet any specific targets. However, as a growth investor, Maven is well positioned to help each company establish robust ESG practices at an early stage of its corporate development, ensuring that they are ingrained in the culture as the business grows. The Manager believes that strong core ESG credentials help to support responsible growth and encourage positive social and environmental behaviours.

 

Your Company has multiple investments in companies with strong ESG credentials that are achieving growth in expanding markets. The Manager is committed to maintaining a responsible approach to new and existing investments and has developed a framework for promoting ESG credentials by actively engaging with portfolio companies, taking into consideration material issues at the point of investment and monitoring progress annually. All potential investment opportunities are required to complete an ESG assessment, which covers 10 key areas and provides a comprehensive pre-investment evaluation of the business with a focus on governance, board composition and culture, alongside environmental and social considerations.

 

The Manager continues to be an active signatory to the UN Principles for Responsible Investment (UNPRI) and Investing in Women Code. Alongside these external initiatives, Maven has developed internal diversity initiatives, including launching a Female Founder Funding programme, which aims to offer mentorship and collaboration opportunities to female entrepreneurs across the UK.

 

Outlook

 

With a small number of exceptions, the underlying portfolio of investee companies has delivered a resilient performance over the past few years and it is well positioned to achieve further growth. Whilst 2023 was a slow year for exits across the private equity industry, there is clear evidence that M&A activity is improving. In addition to the three profitable private company exits completed in the year to date, the companies within the unlisted portfolio continue to attract regular acquisition interest from a wide range of credible UK and international acquirers. The completion of further profitable exits remains a key objective and will continue to be a focus of attention in the second half of the year, to help support your Company's dividend programme.

 

 

Keith Pickering

Chair

 

18 July 2024

 

 

Summary Of Investment Changes

 

Six Months Ended 31 May 2024

 

	Valuation 30 November 2023		Net investment/ (disinvestment) £'000	Appreciation/ (depreciation) £'000	Valuation 31 May 2024
	£'000	%			£'000	%
Unlisted investments
Equities	31,703	53.4	1,993	1,151	34,847	55.3
Loan stock	7,930	13.4	(105)	39	7,864	12.5
	39,633	66.8	1,888	1,190	42,711	67.8
AIM1
Equities	1,284	2.2	138	187	1,609	2.6
Other investments2
OEICs	2,027	3.4	-	1	2,028	3.2
MMFs	8,000	13.5	(2,500)	-	5,500	8.7
Investment trusts	4,881	8.2	-	329	5,210	8.3
Total investments	55,825	94.1	(474)	1,707	57,058	90.6
Other net assets	3,512	5.9	2,410	-	5,922	9.4
Net assets	59,337	100.0	1,936	1,707	62,980	100.0

 

1 Shares traded on the Alternative Investment Market (AIM) and the Main Market of the London Stock Exchange.

2 These holdings represent the treasury management portfolio, which has been constructed from a range of carefully selected, permitted non-qualifying holdings in investment trusts, open-ended investment companies (OEICs) and money market funds (MMFs).

 

 

Investment Portfolio Summary

 

As At 31 May 2024

 

Investment	Valuation £'000	Cost £'000	% of total assets	% of equity held	% of equity held by other clients1
Unlisted
Horizon Ceremonies Limited (trading as Horizon Cremation)	2,798	1,288	4.3	8.7	44.0
Bright Network (UK) Limited	2,338	1,139	3.7	7.1	32.0
MirrorWeb Limited	1,778	690	2.8	3.8	46.1
Rockar 2016 Limited (trading as Rockar)	1,630	971	2.6	4.3	15.1
Ensco 969 Limited (trading as DPP)	1,211	957	1.9	4.8	29.7
NorthRow Limited	1,115	1,115	1.8	8.9	23.9
HCS Control Systems Group Limited	1,099	746	1.7	6.1	30.4
CB Technology Group Limited	1,045	558	1.7	10.6	64.4
Project Falcon Topco Limited (trading as Quorum Cyber)2	1,005	335	1.6	0.8	2.1
Bud Systems Limited	953	762	1.5	4.1	13.5
CYSIAM Limited	944	448	1.5	5.8	22.0
Nano Interactive Group Limited	929	625	1.5	3.7	11.2
BioAscent Discovery Limited	898	199	1.4	5.0	35.0
Hublsoft Group Limited	882	705	1.4	5.5	18.2
Martel Instruments Holdings Limited	879	671	1.4	12.4	31.8
DiffusionData Limited	873	625	1.4	3.1	14.9
Vodat Communications Group (VCG) Holding Limited	852	567	1.4	5.0	26.9
Summize Limited	846	448	1.3	2.9	29.6
2degrees Limited (trading as Manufacture 2030)	831	598	1.3	2.1	9.0
Filtered Technologies Limited	816	750	1.3	7.6	17.8
QikServe Limited	801	658	1.3	3.0	12.8
Zinc Digital Business Solutions Limited	799	647	1.3	10.9	32.7
WaterBear Education Limited	767	370	1.2	7.7	31.1
Liftango Group Limited	763	763	1.2	5.0	35.7
Precursive Limited	750	750	1.2	5.5	29.0
Relative Insight Limited	700	700	1.1	2.7	28.6
Whiterock Group Limited	677	470	1.1	8.0	29.9
CODILINK UK Limited (trading as Coniq)	675	450	1.1	1.3	3.6
XR Games Limited	637	298	1.0	1.6	21.5
mypura.com Group Limited (trading as Pura)	608	409	1.0	1.6	21.2
Plyable Limited	597	597	0.9	6.8	19.8
Sensoteq Limited	597	597	0.9	5.6	18.0
Metrion Biosciences Limited	597	597	0.9	4.3	13.9
Enpal Limited (trading as Guru Systems)	581	581	0.9	3.2	18.4
Boomerang Commerce Inc (trading as CommerceIQ)3	580	773	0.9	0.1	0.3
Novatus Global Limited	562	562	0.9	3.5	15.2
The Algorithm People Limited (trading as Optimize)	558	420	0.9	6.1	10.2
Cat Tech International Limited	510	627	0.8	6.0	24.0
Laverock Therapeutics Limited	498	498	0.8	2.3	7.0
Delio Limited	485	833	0.8	5.0	13.4
TC Communications Holdings Limited	484	980	0.8	9.8	25.5
Draper & Dash Limited (trading as RwHealth)	479	479	0.8	6.3	42.6
Horizon Technologies Consultants Limited	466	448	0.7	3.1	14.1
ORCHA Health Limited	431	431	0.7	1.1	6.6
Flow UK Holdings Limited	420	597	0.7	7.0	28.0
Biorelate Limited	419	348	0.7	2.0	23.7
Turnkey Group (UK) Holdings Limited	412	783	0.7	6.9	31.9
ebb3 Limited	370	326	0.6	9.3	69.6
HiveHR Limited	346	346	0.5	4.4	40.2
Growth Capital Ventures Limited	331	319	0.5	5.8	41.6
Snappy Shopper Limited	309	309	0.5	0.4	1.3
AMufacture Limited	261	261	0.4	4.8	15.2
Alderley Lighthouse Labs Limited	249	249	0.4	6.7	46.9
Shortbite Limited (trading as Fixtuur)	248	560	0.4	7.0	63.9
iAM Compliant Limited	246	149	0.4	1.9	47.2
Zing TopCo Limited (trading as Zing)	185	185	0.3	4.9	42.8
McKenzie Intelligence Services Limited	159	159	0.3	1.6	4.8
Reed Thermoformed Packaging Limited (trading as iPac Packaging Innovations)	140	100	0.2	0.5	11.8
RevLifter Limited	100	100	0.2	1.0	25.6
Rico Developments Limited (trading as Adimo)	100	200	0.2	1.6	8.3
ISN Solutions Group Limited	84	321	0.1	4.5	50.5
Other unlisted investments	8	1,502	-
Total unlisted	42,711	34,949	67.8
AIM quoted4
GENinCode PLC	494	759	0.9	6.1	15.6
MaxCyte Inc	290	137	0.6	0.1	0.1
Diaceutics PLC	275	161	0.4	0.3	0.3
Kanabo Group PLC5	191	1,611	0.3	2.0	8.0
AFC Energy PLC	82	57	0.1	-	-
C4X Discovery Holdings PLC	82	119	0.1	0.3	0.6
Eden Research PLC	58	83	0.1	0.3	1.3
Feedback PLC	41	121	0.1	0.4	1.2
Vianet Group PLC	27	31	-	0.1	1.3
Spectral AI	21	99	-	-	-
Crossword Cybersecurity PLC	16	122	-	0.4	1.7
ReNeuron Group PLC	13	278	-	0.7	1.4
Other quoted investments	19	889	-
Total AIM quoted	1,609	4,467	2.6
Private equity investment trusts6
HgCapital Trust PLC	778	420	1.2	-	0.1
Patria Private Equity Trust PLC (formerly abrdn Private Equity Opportunities Trust PLC)	542	373	0.9	0.1	0.2
ICG Enterprise Trust PLC	491	379	0.8	0.1	0.1
NB Private Equity Partners Limited	360	371	0.6	0.1	0.2
CT Private Equity Trust PLC	332	253	0.5	0.1	0.3
Princess Private Equity Holding Limited	293	270	0.5	-	0.1
HarbourVest Global Private Equity Limited	281	167	0.4	-	-
Apax Global Alpha Limited	233	219	0.4	-	0.1
Pantheon International PLC	216	138	0.3	-	-
Total private equity investment trusts	3,526	2,590	5.6
Global equity investment trusts6
Alliance Trust PLC	180	149	0.3	-	-
JPMorgan Global Growth & Income PLC	175	150	0.3	-	-
Total global equity investment trusts	355	299	0.6
Real estate investment trust6
Impact Healthcare REIT PLC	197	220	0.3	0.1	0.1
Total real estate investment trust	197	220	0.3
Infrastructure investment trusts6
3i Infrastructure PLC	280	270	0.4	-	-
BBGI Global Infrastructure SA	232	260	0.4	-	0.1
Pantheon Infrastructure PLC	221	251	0.4	0.1	0.2
International Public Partnerships Limited	203	235	0.3	-	-
JLEN Environmental Assets Group Limited	196	270	0.3	-	0.1
Total infrastructure investment trusts	1,132	1,286	1.8
Open-ended investment companies6
Royal London Short Term Fixed Income Fund (Class Y Income)	1,024	1,020	1.6	0.1	0.2
Royal London Short Term Money Market Fund (Class Y Income)	1,004	1,012	1.6	-	-
Total open-ended investment companies	2,028	2,032	3.2
Money-market funds6
Aberdeen Standard Liquidity Fund (Lux) - Sterling Fund (Class K3)	1,000	1,000	1.6	-	-
Aviva Investors Sterling Liquidity Fund (Class 3)	1,000	1,000	1.6	-	-
BlackRock Institutional Sterling Government Liquidity Fund (Core Dis)	1,000	1,000	1.6	-	0.1
Goldman Sachs Sterling Government Liquid Reserves Ireland (Institutional)	1,000	1,000	1.6	0.4	0.4
HSBC Sterling Liquidity Fund (Class A)	1,000	1,000	1.6	-	-
Fidelity Institutional Liquidity Sterling Fund (Class F)	500	500	0.7	-	0.2
Total money market funds	5,500	5,500	8.7
Total investments	57,058	51,343	90.6

 

¹ Other clients of Maven Capital Partners UK LLP.

² Retained minority interest following the sale of Quorum Cyber Security Limited in December 2021.

³ This holding reflects the retained minority interest following the sale of e.fundamentals (Group) Limited to CommerceIQ in July 2022.

⁴ Investments are quoted on AIM with the exception of Kanabo Group PLC, which is listed on the Main Market of the London Stock Exchange.

⁵ The holding in this investment resulted from the sale of The GP Service (UK) Limited, which completed in February 2022. The unlisted shares in Kanabo GP Limited were, in accordance with the terms of the original transaction, exchanged for shares in Kanabo Group PLC, which is listed on the Main Market of the London Stock Exchange.

⁶ Treasury management portfolio.

 

Shaded line indicates that the investment was completed pre November 2015

 

 

Income Statement

 

For the Six Months Ended 31 May 2024

 

	Six months ended to 31 May 2024 (unaudited)			Six months ended to 31 May 203 (unaudited)			Year ended 30 November 2023 (audited)
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Gain/(loss) on investments	-	1,707	1,707	-	(1,560)	(1,560)	-	(1,985)	(1,985)
Income from investments	580	-	580	323	-	323	917	-	917
Other income	72	-	72	147	-	147	240	-	240
Investment management fees	(151)	(605)	(756)	(154)	(616)	(770)	(307)	(1,228)	(1,535)
Other expenses	(202)	-	(202)	(241)	-	(241)	(452)	-	(452)
Net return on ordinary activities before taxation	299	1,102	1,401	75	(2,176)	(2,101)	398	(3,213)	(2,815)
Tax on ordinary activities	-	-	-	-	-	-	-	-	-
Return attributable to Equity Shareholders	299	1,102	1,401	75	(2,176)	(2,101)	398	(3,213)	(2,815)
Earnings per share (pence)	0.25	0.94	1.19	0.07	(1.99)	(1.92)	0.36	(2.87)	(2.51)

 

All gains and losses are recognised in the Income Statement.

 

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

 

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

 

Six Months ended 31 May 2024

 

Six months ended 31 May 2024 (unaudited)

	Non-distributable reserves					Distributable reserves
	Share capital £'000	Share premium account £'000	Capital redemption reserve £'000	Capital reserve unrealised £'000	Capital reserve realised £'000		Special distributable reserve £'000	Revenue reserve £'000	Total £'000
At 30 November 2023	11,307	25,518	719	5,489	998		14,134	1,172	59,337
Net return	-	-	-	2,093	(386)		(605)	299	1,401
Dividends paid	-	-	-	-	-		(2,220)	(292)	(2,512)
Repurchase and cancellation of shares	(125)	-	125	-	-		(617)	-	(617)
Net proceeds of share issue	1,008	4,114	-	-	-		-	-	5,122
Net proceeds of DIS issue*	53	195	-	-	-		-	-	248
At 31 May 2024	12,243	29,827	844	7,582	612		10,692	1,179	62,979

 

Six months ended 31 May 2023 (unaudited)

	Non-distributable reserves				Distributable reserves
	Share capital £'000	Share premium account £'000	Capital redemption reserve £'000	Capital reserve unrealised £'000	Capital reserve realised £'000	Special distributable reserve £'000	Revenue reserve £'000	Total £'000
At 30 November 2022	10,457	19,920	346	7,422	1,050	19,974	774	59,943
Net return	-	-	-	(1,545)	(15)	(616)	75	(2,101)
Dividends paid	-	-	-	-	-	(2,112)	-	(2,112)
Repurchase and cancellation of shares	(132)	-	132	-	-	(708)	-	(708)
Net proceeds of share issue	1,024	4,801	-	-	-	-	-	5,825
Net proceeds of DIS issue*	42	193	-	-	-	-	-	235
At 31 May 2023	11,391	24,914	478	5,877	1,035	16,538	849	61,082

 

Year ended 30 November 2023 (audited)

	Non-distributable reserves				Distributable reserves
	Share capital £'000	Share premium account £'000	Capital redemption reserve £'000	Capital reserve unrealised £'000	Capital reserve realised £'000	Special distributable reserve £'000	Revenue reserve £'000	Total £'000
At 30 November 2022	10,457	19,920	346	7,422	1,050	19,974	774	59,943
Net return	-	-	-	(1,933)	(52)	(1,228)	398	(2,815)
Dividends paid	-	-	-	-	-	(2,685)	-	(2,685)
Repurchase and cancellation of shares	(373)	-	373	-	-	(1,927)	-	(1,927)
Net proceeds of share issue	1,169	5,353	-	-	-	-	-	6,522
Net proceeds of DIS issue*	54	245	-	-	-	-	-	299
At 30 November 2023	11,307	25,518	719	5,489	998	14,134	1,172	59,337

 

*DIS represents the Dividend Investment Scheme as detailed in the Interim Review.

 

The capital reserve unrealised is generally non-distributable other than the part of the reserve relating to gains/(losses) attributable to readily realisable quoted investments which are distributable.

 

Where all, or an element of the proceeds of sales have not been received in cash or cash equivalent, and are not readily convertible to cash, they do not qualify as realised gains for the purposes of distributable reserves calculations and, therefore, do not form part of distributable reserves.

 

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

 

 

Balance Sheet

 

As at 31 May 2024

 

	31 May 2024 (unaudited) £'000	31 May 2023 (unaudited) £'000	30 November 2023 (audited) £'000
Fixed assets
Investments at fair value through profit or loss	57,058	52,073	55,825
Current assets
Debtors	706	665	660
Cash	5,505	8,528	3,117
	6,211	9,193	3,777
Creditors
Amounts falling due within one year	(290)	(184)	(265)
Net current assets	5,921	9,009	3,512
Net assets	62,979	61,082	59,337
Capital and reserves
Called up share capital	12,243	11,391	11,307
Share premium account	29,827	24,914	25,518
Capital redemption reserve	844	478	719
Capital reserve - unrealised	7,582	5,877	5,489
Capital reserve - realised	612	1,035	998
Special distributable reserve	10,692	16,538	14,134
Revenue reserve	1,179	849	1,172
Net assets attributable to Ordinary Shareholders	62,979	61,082	59,337
Net asset value per Ordinary Share (pence)	51.44	53.62	52.48

 

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

 

 

 

Keith Pickering

Chair

 

18 July 2024

 

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

 

 

Cash Flow Statement

 

For the Six Months Ended 31 May 2024

 

	Six months ended 31 May 2024 (unaudited) £'000	Six months ended 31 May 2023 (unaudited) £'000	Year ended 30 November 2023 (audited) £'000
Net cash flows from operating activities	(379)	(556)	(923)
Cash flows from investing activities
Purchase of investments	(5,708)	(13,295)	(20,279)
Sale of investments	6,145	896	3,742
Net cash flows from investing activities	437	(12,399)	(16,537)
Cash flows from financing activities
Equity dividends paid	(2,512)	(2,112)	(2,685)
Issue of Ordinary Shares	5,459	6,042	6,928
Repurchase of Ordinary Shares	(617)	(708)	(1,927)
Net cash flows from financing activities	2,330	3,222	2,316
Net increase/(decrease)	2,388	(9,733)	(15,144)
Cash as at beginning of period	3,117	18,261	18,261
Cash at end of period	5,505	8,528	3,117

 

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

 

 

Notes to the Financial Statements

 

1.  Accounting Policies

 

The financial information for the six months ended 31 May 2024 and the six months ended 31 May 2023 comprises non-statutory accounts within the meaning of s435 of the Companies Act 2006. The financial information contained in this report has been prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended 30 November 2023, which have been filed at Companies House and contained an Auditor's Report that was not qualified and did not contain a statement under s498(2) or s498(3) of the Companies Act 2006.

 

2.  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, including £64,703 current period (cumulative £171,750) trail commission. This reserve is non-distributable.

 

Capital redemption reserve

 

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

 

Capital reserve - unrealised

 

Increases and decreases in the fair value of investments are recognised in the Income Statement and are then transferred to the capital reserve unrealised account. This reserve is generally non-distributable other than the part of the reserve relating to gains/(losses) attributable to readily realisable quoted investments which are distributable.

 

Capital reserve - realised

 

Gains or losses on investments realised in the period that have been recognised in the Income Statement are transferred to the capital reserve realised account on disposal. Furthermore, any prior unrealised gains or losses on such investments are transferred from the capital reserve unrealised account to the capital reserve realised account on disposal. This reserve is distributable.

 

Special distributable reserve

 

The total cost to the Company of the repurchase and cancellation of shares is represented in the special distributable reserve account. The special distributable reserve also represents capital dividends, capital investment management fees and the tax effect of capital items. This reserve is distributable.

 

Revenue reserve

 

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

 

3.  Return per Ordinary Share

 

	Six months ended 31 May 2024
The returns per share have been based on the following figures:   Weighted average number of Ordinary Shares   Revenue return Capital return	117,497,578   £299,000 £1,102,000
Total return	£1,401,000

 

 

Directors' Responsibility Statement

 

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

 

·     the Financial Statements for the six months ended 31 May 2024 have been prepared in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland;

 

·     the Interim Management Report includes a fair review of the information required by DTR 4.2.7R in relation to the indication of important events during the first six months, and of the principal and emerging risks and uncertainties facing the Company during the second six months, of the year ending 30 November 2024; and

 

·     the Interim Management Report includes adequate disclosure of the information required by DTR 4.2.8R in relation to material related party transactions and any changes therein.

 

Other information

 

The NAV per Ordinary Share has been calculated using the number of Ordinary Shares in issue at 31 May 2024, which was 122,431,944. A Summary of Investment Changes for the six months under review and an Investment Portfolio Summary as at 31 May 2024 are included above. A full copy of the Interim Report and Financial Statements will be printed and issued to Shareholders in due course. Copies of this announcement will be available to the public at the office of Maven Capital Partners UK LLP, Kintyre House, 205 West George Street, Glasgow, G2 2LW; at the Registered office of the Company at 6th Floor, Saddlers House, 44 Gutter Lane, London EC2V 6BR; and on the Company's webpage at: mavencp.com/migvct3.

 

Neither the content of the Company's webpages 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.

 

 

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

 

18 July 2024

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