Joint Announcement
Offer for Subscription
22 September 2017
The board of directors of Maven Income and Growth VCT 3 PLC ("Maven VCT 3") and Maven Income and Growth VCT 4 PLC ("Maven VCT 4") (together the "Companies" and each a "Company") are pleased to announce that they have published a joint Prospectus (comprising a Securities Note, Registration Document and Summary) in relation to offers for subscription for new Ordinary Shares of 10p each in the Companies to raise, in aggregate, up to £30 million with over-allotment facilities of up to, in aggregate, a further £10 million (before issue costs) (the "Offers").
The Companies have also published a joint circular (the "Circular") seeking the approval of their respective shareholders for matters in connection with the Offers, each Company giving notice of a general meeting to be held on 8 November 2017 (the "General Meeting").
The Offers will open on 22 September 2017 and are expected to close no later than 3 April 2018 in relation to the tax year 2017/18 and on 20 April 2017 in relation to the tax year 2018/19 (unless the relevant Offer is fully subscribed by an earlier date or previously extended by the relevant board to no later than 14 September 2018).
Each Offer is conditional on the passing of all the resolutions at the relevant General Meeting.
Pursuant to individual offer agreements dated 22 September 2017 relating to each Offer between, among others, each relevant Company and Maven Capital Partners LLP ("Maven"), Maven, as the administrator of the Offer, will receive an offer administration fee of 2.5% of the application amount in relation to each accepted application, with reductions to the fee applying in certain cases (for instance, early applications under the Offers). Maven as the investment manager of each Company is a related party of each Company under the Listing Rules, and the payment of such a fee by the Company to Maven is a transaction to which Listing Rule 11.1.10R applies.
Further, William Nixon has expressed his intention, prior to the close of each of the Offers, to subscribe £50,000 in Maven VCT 3 and £50,000 in Maven VCT 4 under the relevant Offer. As a director of each of the Companies, William Nixon is a related party of the relevant Company under the Listing Rules and consequently each subscription is a transaction to which Listing Rule 11.1.10R applies.
Maven VCT 3 has also agreed with Maven that with effect from 1 December 2017 Maven will also be entitled to a performance incentive fee, for each six month period ending 31 May and 30 November, of an amount equal to 15% of any increase in the total return (before applying any performance incentive fee) as at the end of the relevant six month period to the total return (after accruing for the performance incentive fee payable for that period) compared to the end of the last six month period on which a performance incentive fee was paid. Payments in relation to any performance incentive fee shall not exceed £890,000 in relation to any rolling twelve month period ending on the date of the proposed payment. Maven and Maven VCT 3 have also agreed to vary the terms of a co-investment agreement (which enables employees and officers of Maven to co-invest with Maven VCT 3 in certain new and follow-on investments) with the effect that the 8% total investment limit (which applies to the investments that can be made by such employees and officers) will be reduced to 5% with effect from 1 December 2017. As Maven is a related party of Maven VCT 3 under the Listing Rules, the introduction of a performance incentive fee payable by that Company to Maven, together with the variation of the co-investment arrangements, are transactions to which Listing Rule 11.1.10R applies.
To obtain a copy of the Securities Note, private investors and financial advisers should call Maven Capital Partners LLP on 0141 306 7400. A downloadable version of the Securities Note will also be available from the each of the Company's websites: http://www.mavencp.com/migvct3 and http://www.mavencp.com/migvct4 .
Copies of the Prospectus and Circular are available, free of charge, from Maven Capital Partners UK LLP at Kintyre House, 205 West George Street, Glasgow G2 2LW.
In accordance with the Listing Rules, the Prospectus and Circular have been submitted to the National Storage Mechanism and will shortly be available for inspection at:
www.morningstar.co.uk/uk/NSM.
Any enquiries in respect of the Offers should be directed to:
Maven Capital Partners UK LLP
Telephone: 0141 306 7400
E-mail: [email protected]
Maven Capital Partners UK LLP
Secretary
