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Issue 09 / Autumn 2013

Creating Value The Newsletter of Maven Capital Partners

In this issue 03/ Maven Linked VCT Offer Coming Soon 02/ Foreword 03/ Linked VCT Offer 04/ New Investments 07/ Recent Exits 09/ Munro UK Dividend Fund 10/ Portfolio News

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The traditional after Summer surge in new business activity is now firmly in evidence, with all of Maven’s regional teams across the UK busy on a wide range of prospective new transactions. Although the Summer months tend to be characterised by reduced levels of new investment activity, we were encouraged this year to see the completion of three transactions over the period in the shipping, insurance reinstatement and energy services sectors. Autumn also brings the majority of new VCT offers to the market for investors to consider. As many of our long term investors will be aware, later-stage generalist VCTs are now firmly established as an attractive investment option, which offers diversified and taxefficient exposure to an asset class not generally available to retail investors. We have a committed income approach across the Maven VCT business, recognising that many investors use VCTs to not only broaden their personal investment portfolios, but also to supplement income during a period of sustained low interest rates. Each Maven private company investment is therefore structured to generate a high level of income to the VCT, which can then be utilised to provide tax-free income to shareholders. Speaking as not only the Fund Manager, but as a personal investor in the Maven VCT offers every year, I understand that our clients are looking for an attractive level of income return on their initial investment, and never forget the importance of regular dividend payments to shareholders. New VCT offers tend to incorporate the majority or all of our client VCTs, which have a common focus on later-stage private company investment. The six Maven client VCTs have recently announced a new Linked

top-up Offer, which is due to open for investment later in October. This Offer will allow investors to benefit from the diversification associated with a generalist portfolio and will provide access to VCTs with a history of regular dividend payments. The lifeblood of healthy VCT performance is a cycle of profitable sales and new investments. Since I last wrote we have also seen several profitable exit events, including the sale of Atlantic Foods and the demerger and sale of Homelux, both profiled in this issue. We also saw our portfolio company esure undertake a successful IPO, allowing us to realise a significant profit on behalf of VCT investors.

Bill Nixon Managing Partner

W

elcome to the Autumn 2013 edition of Creating Value, the newsletter of Maven Capital Partners.

Also featured are some new fund initiatives we have undertaken since the previous edition of Creating Value. Maven has been appointed the Fund Manager of a new mezzanine debt fund in the North West aimed at supporting growing SMEs, and we have recruited several new experienced heads to help service that fund. Earlier this year, we also acquired Fundamental Tracker Investment Management Limited whose primary business is the Munro UK Dividend Fund, an OEIC that uses an innovative Smart Beta investment model. Early inflows of capital to the fund have been encouraging. If you have any questions or observations about this newsletter, or any matter you would like to discuss with Maven, we would be very pleased to hear from you.

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The Maven Linked VCT Offer coming soon Maven VCTs will shortly be making a further Linked VCT Offer, available for subscriptions for the tax years 2013/14 and 2014/15

The six VCTs managed by Maven Capital Partners will shortly be offering the opportunity to invest in diversified portfolios of profitable and high-growth private companies. This Offer is limited to £20 million in total, and shares will be allotted on a first-come, first-served basis. Investment under the Offer will provide tax-efficient access to six established VCTs, each with a broad mix of profitable private companies and a common investment strategy. Investors will also be immediately eligible for dividend income, including any final dividends payable by the VCTs between May and August 2014*. As in previous years an Early Investment Incentive, offering additional New Shares for a limited period, is likely to be available. Five of the VCTs have made successful top-up Offers during the past four years. The Offers by four of the VCTs in 2012 closed early in February of that year, due to being over-subscribed within weeks of opening. Similar offers in January 2013 again closed early, having become fully subscribed within just two weeks of launch. Investors in this latest Offer can also invest in Maven Income and Growth VCT 6, which has the same successful investment focus as the other Maven VCTs, and invests alongside those funds in income generating later-stage private companies.

Maven also has one of the most consistent recent records for portfolio exits among VCT managers, having demonstrated an ability to create and realise value in investee companies by working closely with management teams to develop exit strategies and identify buyers. The Maven VCTs have achieved regular profitable disposals, including seven sales to UK and overseas buyers since March 2012. If you are interested in hearing more about the forthcoming Offer please contact us on 0141 306 7400 or enquiries@mavencp.com to request a copy of the Offer documentation at launch. * For new shares issued before the end of April 2014. This document is an advertisement. An investment in the Maven Linked VCT Offer should only be made on the basis of information set out in the Prospectus issued at the time of the Offer. Investment in a VCT carries a higher risk than many other forms of investment. A VCT’s underlying investments will normally be in unlisted companies whose securities are not publicly traded and are therefore likely to be illiquid, carrying substantially higher risk than investments in larger, listed companies. Investors’ attention is drawn to the Risk Factors set out in any relevant prospectus.

Maven has a strong record in building broadly based and income producing VCT portfolios and is one of the most active private equity investors in the UK SME sector having completed seven new private company investments since March 2012. Maven invests only in established businesses which are available at attractive entry multiples, are capable of generating high levels of income and have the potential to achieve capital appreciation on realisation.

... an Early Investment Incentive, offering additional New Shares for a limited period, is likely to be available.

www.mavencp.com

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Maven leads two new Private Equity investments

Glasgow based Lambert Contracts is a leading specialist in insurance reinstatement

Our vision is to exploit the undoubted opportunities for growth available to HCS, and the investment by Maven will provide valuable support in expanding into new overseas markets… We are delighted that Maven has chosen to invest in HCS, as it has significant experience of SME oil service businesses and the on-going support of the Maven team will bring additional strategic input in helping us deliver our ambitious growth plans. Brett Lestrange, CEO of HCS

In June Maven led an investment in HCS Control Systems (HCS) via a Buy-in Management Buy-out transaction (BIMBO) alongside the Simmons Parallel Energy Fund. Maven and Simmons each provided £4.25 million of equity funding to support business growth, with additional investment from Front Row Energy Partners, a consortium of upstream industry specialists which invests in energy service companies. HCS is a specialist manufacturer of engineered mechanical, hydraulic and electrical systems for the subsea oil & gas sector. HCS’s integrated service offering includes design, in-house manufacturing, assembly and testing of equipment. Established in 1997, the business has earned a reputation for delivering fast track design, manufacture and testing of topside and subsea control systems to a global blue chip customer base that includes GE, Cameron and Schlumberger. Led by a dynamic and experienced management team, HCS has built a strong working relationship with its clients, based on the ability to supply high quality and reliable products on time.

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HCS Control Systems specialises in the design, manufacture, assembly and testing of direct hydraulic production systems for the oil & gas industry

The business operates in a market which is now benefitting from record levels of investment in new projects, alongside significant upgrade programmes for existing assets and infrastructure. The oil and natural gas market is at its strongest level for more than three decades. Global consumption has grown substantially in recent years, largely driven by demand from markets such as India and China, and that growth is widely forecast to continue over the next five years. HCS is one of a small number of companies in its sector with the requisite knowledge and engineering skills to meet the increasing levels of customer demand, which has resulted in strong recent trading and a record order book. In June Maven VCTs also invested £3.8 million into Lambert Contracts. The business is a leading specialist contractor in insurance reinstatement, property maintenance and fire protection, and has long standing relationships with many of the UK’s best known insurance companies, loss adjustors and property managers.

Lambert employs more than 100 people and has over 25 years’ experience in the sector, with a reputation for providing a high quality, professional and reliable service, through a customer focussed approach. The company provides its range of services on a 24/7 basis as part of an integrated offering to home and business owners aimed at minimising disruption. Core services range from restoring properties damaged by fire, flood, smoke, water and storms, to carrying out general maintenance for an extensive network of property managers, and fulfilling specialist fire safety contracts. With a track record of winning and retaining key clients, allied to a robust IT infrastructure, Lambert is highly scalable and Maven’s investment will help the business pursue its growth strategy. The Lambert management team has also identified a number of opportunities to achieve further expansion through developing its business in new geographic regions.

Maven’s Aberdeen-based team has established a successful presence in the energy services sector, leading 14 energy services related transactions since 2007.

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Maven provides funding to ambitious Fletcher Shipping

Maven client funds, including the Scottish Loan Fund (SLF), have invested £5.5 million into Fletcher Shipping to part fund the acquisition of two new Platform Support Vessel (PSVs), the FS Pisces and FS Sirius. Aberdeen based Fletcher, which was established in 2007 and employs around 90 people, owns and operates PSVs in the North Sea. These vessels support the offshore oil & gas industry by transporting everything an oil rig needs to function 365 days a year including production and drilling equipment, food, consumables and replacement parts. Fletcher has pursued a strategy of acquiring well maintained second hand PSVs with industry standard specification, at a fraction of the cost of a new build

vessel. The vessels have proven adept at operating in harsh conditions with excellent reliability, which has helped maintain 100% utilisation across the fleet. Currently all of Fletcher’s PSVs are chartered on long term contracts with blue chip operators with whom the business has fostered an excellent working relationship. Maven clients originally invested £4 million in Fletcher in 2012 to help fund the acquisition of its third PSV, the FS Taurus. With that new vessel having been in continuous service since its introduction, Fletcher was keen to further enhance its fleet to meet the ever increasing demand from the thriving oil & gas sector. The FS Pisces and FS Sirius will immediately go into service in the North Sea where Fletcher has established an excellent track record for reliable, cost effective supply vessel solutions.

More awards for Maven in 2013 Maven’s achievements as a private equity manager have been widely recognised during 2013, including being announced as the winner in the UK Small Buyout House of the Year category for the ACQ Global Awards, and as Scottish Investor of the Year at the Acquisition International M&A Awards which acknowledge consistent achievement in the private equity transactional marketplace. In April 2013 our investee company Torridon, a specialist insurance business supplying financial and legal insurance products and litigation services to UK based solicitors, was announced as the BVCA’s Midlands regional winner of the Mid-Market Private EquityBacked Management Team of the Year award. And in September 2013, Maven enjoyed a double success at the Business Insider Deal and Dealmakers Awards. Managing Partner Bill Nixon was named as Dealmaker of the Year, in a category focused on individuals with a first class track record in completing or enabling transactions, and Nessco won Sale of the Year. Maven’s 2012 exit from Nessco, via a £31 million sale to NASDAQ quoted US telecoms business RigNet Inc which generated a 2.7x return, won in a category recognising the most successful and impressive sale in 2012/2013. 2013 has also been a notable year for Maven Income and Growth VCT PLC. In September the Company was named as the Investor Allstars VCT of the Year, which acknowledged the sustained improvement in performance achieved since the current Maven team assumed the management in 2004. It has also been announced as a finalist in the VCT of the Year category at the Investment Week 2013 Investment Company of the Year Awards, to be held in November.

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Maven has sold its stake in Atlantic Foods Group (Atlantic) to US company Flagship Food Group LLC (Flagship), realising a return of over 1.8x on the initial investment. The sale represents the 7th profitable exit in little over a year for Maven clients. Atlantic is a supplier and manufacturer of innovative menu solutions to the UK foodservice market, serving many of the leading casual dining, delivery and pub chains throughout Britain. The team at Maven originally invested in the business in 2008 and supported the management team in more than doubling turnover, with annual sales increasing to over £50 million during the time of investment. The acquisition by Los Angeles based Flagship brought together two complementary businesses, each focused on developing, sourcing, manufacturing and distributing a wide range of innovative food products for retail and restaurant customers, and will allow the enlarged business to extend its European footprint. The transaction also represented a perfect strategic fit for Atlantic in terms of product lines, key relationships and business culture, and provides an opportunity for the business to continue its impressive growth. The combined business is expected to generate approximately £200 million in annual turnover and will operate from seven facilities across five time zones.

Maven sells Homelux to US firm QEP

Maven achieves profitable exit from Atlantic Foods

Maven’s Birmingham team has led the successful partial exit from its investment in Homelux Nenplas via the sale of the Homelux Division to US firm QEP Company Inc. Homelux is a leading global supplier of tile accessories to the DIY and professional market. Specialising in the marketing and merchandising of kitchen and bathroom products, the business supplies home improvement outlets across the UK, Europe and North America. Since Maven invested in the management buyout of the business in 2006, the company has grown strongly and, following a strategic acquisition, the group had increased annual turnover to almost £20 million. The multi-million pound disposal of Homelux was completed alongside a secondary buyout of Nenplas by Maven and the existing management team. The transaction involved a complex demerger resulting in the sale of the Homelux Division whilst Maven retained a significant minority interest in the Nenplas business. Nenplas will continue to focus on delivering innovative extruded plastic products and solutions. The business is expected to grow substantially over the next few years through strong organic opportunities and by making new acquisitions supported by Maven.

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GREATER MANCHESTER

Loan Fund

In August Maven was selected as Fund Manager of the new Greater Manchester Loan Fund (GMLF). The £20 million fund has been created to help address the market requirement for finance from small and medium sized enterprises (SMEs) in the Greater Manchester area. Cornerstone public sector commitment comes from The Regional Growth Fund and the Association of Greater Manchester Authorities. The focus will be on providing funding packages of between £100,000 and £750,000 to eligible SMEs in the Greater Manchester area, in order to help them deliver growth and ultimately achieve their business plans. The Fund has the ability to lend to an established business which has an existing trading history, positive cash flow and genuine growth potential. Maven has extensive experience of running similar funds, having previously been awarded UK and Scottish government mandates to manage Capital for Enterprise Fund A and the Scottish Loan Fund. Maven’s nationwide office network, including a Manchester-based team, allied to its experience of the UK SME market, make it the ideal partner to deliver on the aims of the fund through the provision of flexible finance solutions which will encourage business growth while creating and safeguarding jobs. The Fund recently made its first investment in Ethernet Connectivity and Cloud Services business Vaioni. Salford based Vaioni provides a range of high performance and resilient connectivity and cloud-based services to businesses across the UK, Europe and South Africa, through its ‘Ethernet Exchange’ and ‘The One Platform’ products. The market for Ethernet connectivity and cloud-based services has seen substantial growth in recent years as businesses demand more bandwidth and more reliable connectivity. Vaioni has built up a diverse and geographically widespread customer base, with high retention rates due to the quality of its service. The £500,000 investment from the GMLF will help support Vaioni’s growth strategy, whilst allowing it to increase its workforce by at least 100%.

“The Greater Manchester Loan Fund will offer valuable and welcome support to ambitious local businesses. Maven has a long standing presence in Manchester and a track record of successful investment in the North West, and has seen at first hand the difficulties SMEs are experiencing when seeking the funding that will help them exploit market opportunities.” Ryan Bevington, Investment Director at Maven

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Munro UK Dividend Fund In April 2013 Maven acquired Fundamental Tracker Investment Management Limited (FTIM) whose primary business is The Munro UK Dividend Fund, a Smart Beta OEIC that invests in large and medium sized securities in the UK Stock Market. With Smart Beta a hot topic in the fund management world, this article explains why the Munro fund is different to a plain tracker or index fund.

The acquisition of FTIM is part of an on-going strategy of offering Maven investors access to a range of attractive income-focused investment opportunities. The Munro UK Dividend Fund, which will be rebranded under the Maven name in due course, aims to deliver an optimised risk adjusted return and the potential for a regular income, through either accumulation or income shares. The fund uses a unique investment model to maximise the overall return for investors by using consensus dividend forecasts for each company to determine its relative fund weighting. This ensures that each asset allocation is based on a fundamental measure of the underlying business and gives the portfolio a value bias, rather than the price bias achieved by most index funds through an allocation model based on relative market capitalisation. This asset allocation model is part of the emerging investment approach known as Smart Beta investment. Smart Beta strategies attempt to deliver a better risk and return trade-off than conventional market cap weighted indices by using alternative weighting schemes. These are based on measures such as dividends or volatility, which offer the benefits of traditional index funds such as low cost, high diversification, transparency and liquidity as well as the potential for better long term returns. The innovative allocation basis produces an attractive yield and less draw-down when the market declines. Since launch the fund has delivered a year on year improvement in the level of income, with dividends paid quarterly through income units, or dividend income retained in the fund for accumulation unit holders and reinvested for additional capital growth. The fund is able to accept investment from retail investors as well as pension managers and an investment can be held in tax efficient savings vehicles such as SIPPs, ISAs and Junior ISAs. If you are interested in finding out more about the Munro UK Dividend Fund or Smart Beta in general, please contact us on 0203 102 2750 or enquiries@mavencp.com. The value of investments in the fund, and the income from them, may fall or rise and investors may get back less than invested. Past performance is not a guide to future returns. If you are in any doubt about whether the fund is suitable for you, we recommend that you seek advice immediately from an authorised financial adviser.

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Portfolio News Maven manages a diverse portfolio of over 40 private companies on behalf of client funds. Creating Value profiles two businesses which have enjoyed an extremely successful 2013.

New investments and successful realisations tend to be the headline makers for a private equity manager. Yet during the life of any investment there are usually significant milestones in a company’s development, which help transform its growth strategy into a commercial reality. In recent months a number of Maven’s portfolio companies have won new contracts, expanded into new markets and launched new products. In August Maven supported Glacier Energy Services in acquiring Aberdeen-based Ross Offshore. Ross has been trading for over 30 years and offers complementary services to the existing capability of Glacier’s offshore division, providing heat exchanger repair and refurbishment services to oil & gas customers. This acquisition will allow Glacier to continue its already impressive growth and support the process of developing the group into a specialist full-service engineering solutions business for the global energy market, with the aim of achieving revenues in excess of £25 million within three years. The addition of Ross is the latest in a series of developments that have accelerated Glacier’s expansion during the time of Maven’s involvement. Maven originally invested when the Glacier business was formed in 2011 to acquire Roberts Pipeline Machining and Wellclad. Roberts designs and manufactures precision on-site portable cutting machines, offering a fast and economical solution to the machining needs of blue chip oil & gas

clients, while Wellclad provides weld overlay and cladding services for offshore and subsea equipment. Both businesses had an established track-record and a strong international presence in key global energy markets including the North Sea, Middle East and West Africa.

It has also been a highly successful year for Cash Bases. The point-of-sale cash management specialist recently secured a multi-million pound contract with international retailer Tesco PLC, which will see the integration of its SMARTtill technology in over 10,000 of Tesco’s UK tills.

In June 2012 Glacier acquired Newcastlebased Site Machining Services, a specialist provider in all aspects of on-site machining to the global oil & gas industry, which had enjoyed significant growth and offers a wide range of machining services to the offshore market, construction yards and the petrochemical industry. That acquisition was the first step in enhancing Glacier’s ability to meet rising international demand for specialist engineering solutions.

Cash Bases is a UK manufacturer of quality cash drawers and security-based technology, with over 30 years of experience in providing cash management solutions to the retail sector.

The group then relocated its main business and manufacturing operations to customised new-build facilities in Glasgow, increasing its capacity and capability as part of the continued drive for growth across the UK and internationally. The move was vital for Glacier to create greater capacity for investment in its key products and services, whilst ensuring that resources were in place to meet customer demand. More recently, in July 2013, Glacier opened its first international base, in Singapore. The new workshop and warehouse facilities will support on-going expansion across the Asia-Pacific region, where the company already has an extensive client base and has seen rising demand for its equipment and specialist on-site technicians.

The SMARTtill system, which offers automated cash management technology and monitors point-of-sale transactions in real-time, will be adopted in Tesco’s Extra and Superstore outlets from August 2013. The intelligent cash drawer system will enable the retailer to monitor the cash-flows of any given till, ensuring adequate change values are available and alerting management when cash levels reach minimum or maximum values, ultimately leading to a more seamless customer experience. Tesco is introducing SMARTtill to make the process at the checkout run as smoothly as possible, giving staff more time to focus on providing customers with excellent service. Cash Bases is currently in discussion with a number of other large UK retailers that are interested in adopting the SMARTtill system.

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Appointments

The past six months has seen Maven continue to recruit experienced talent across its national office network. Maven has one of the best resourced Private Equity teams in the UK, with over 40 experienced investment professionals offering a broad range of commercial and industry expertise. In June Lynsey Muldoon joined Maven from City Facilities Management where she was Financial Controller for two years. Lynsey originally trained and qualified as a Chartered Accountant with KPMG and then worked for seven years at Morgan Stanley in various finance roles before moving to City Facilities Management. In her role as Financial Controller with Maven, Lynsey is responsible for all aspects of reporting and tax compliance, and ensuring a strong control environment is maintained. She is also responsible for treasury, budgeting, forecasting, and financial modelling. Lynsey has a Bachelor of Accountancy from Glasgow University and is an ICAS qualified Chartered Accountant. In July Maven appointed Andy Thomas as an Investment Director for the Greater Manchester Loan Fund. He will also be working on Private Equity transactions as part of the North Investment Team. Andy joined Maven after nine years with RBS Corporate Banking, where he performed several roles in portfolio management and structured finance. His most recent role was leading the Corporate Transactions Team in the Midlands and North of England, providing MBO, acquisition, and development capital funding.

Andy holds honours degrees in Economics, from the University of Sheffield, and in Financial Services from the University of Manchester. In 2012 he won Insider North West Overall Young Professional of the Year award, as well as the Young Banker and Financier category. Andrew Whiteley, also joined in July, as an Investment Director to lead Maven’s continued expansion into commercial property investment. Andrew started his career at Credit Suisse Asset Management in 1995 before moving to Jupiter Asset Management. He subsequently joined New Star Asset Management in 2002, where he helped run its £2 billion flagship UK commercial property fund. After leaving New Star in 2009, Andrew joined Hotbed where he was co-head of Property, responsible for sourcing, structuring and executing property transactions on behalf of high net worth investors, as well as asset managing the existing property portfolio. Most recently John Campbell joined Maven in August as Sales Director South. John’s role is to promote Maven’s range of investments opportunities to financial advisers across London and the South. He has over 20 years’ experience of selling OEICs, investment trusts, hedge funds, private equity and multi-asset products to global private banks, platforms, asset managers, family offices and top end IFAs, having worked for providers such as Legal & General, Gartmore, Threadneedle, Veritas Asset Management and Skandia Investment Group.

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Access to VCT Shareholder Information Shareholders should contact the Registrar, Capita Asset Services, with any questions about their VCT shareholding. For your protection Capita can only provide information about your shareholding directly to you, unless your adviser has provided written authority to obtain information on your behalf. Alternatively you can call the shareholder helpline on 0871 664 0300* or register for the share portal at www.capitashareportal.com where you can manage your shareholding online. *Calls to Capita cost 10p per minute plus network extras. Lines are open from 8.30am until 5.30pm on Monday to Friday.

Stay Connected with Maven If you would like to receive our newsletter and information about new investment opportunities via email, please contact enquiries@mavencp.com Investors can now stay up-to-date with Maven in real-time. If you want to be one of the first to hear about new investments, portfolio exits or any VCT news then it is only a click away. Find and follow Maven on Twitter, Linkedin and Google+

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Contact Maven Maven Capital Partners UK LLP Kintyre House 205 West George Street Glasgow G2 2LW T/ 0141 306 7400 E/ enquiries@mavencp.com W/ mavencp.com

Important Information Please note that Maven Capital Partners UK LLP cannot give any investment, legal or taxation advice in respect of any fund or product featured in this document. This document is neither an invitation nor a recommendation to invest, and is for information purposes only. Past performance is not a guide to future performance. Prospective investors should regard an investment in a VCT, or directly in an unlisted company, as a long term investment which carries a higher risk than many other forms of investment. A VCT’s underlying investments will normally be in unlisted companies whose securities are not publicly traded and are therefore likely to be illiquid, carrying substantially higher risk than investments in larger, listed companies. The value of shares in a VCT, and the level of income derived from them, may fall as well as rise and investors may not get back the money originally invested. Any investment into asset classes such as commercial property, ground rents and investment directly into an unquoted or private company carries a higher degree of risk than many other forms of investment and may be difficult to realise. The value of any such investment, and the level of income derived from that investment, may fall as well as rise and investors may not get back the money originally invested. Reliance on the information in this document may expose you to a significant risk of losing any property or assets invested. Certain investments are not available to retail investors, and are only available to Investment Professionals or Sophisticated Investors. If you have any doubt about the suitability of any fund or investment referred to in this document, or whether you can afford it, we recommend that you seek professional advice from an authorised financial adviser. Issued by Maven Capital Partners UK LLP which is authorised and regulated by the Financial Conduct Authority (FCA registration no. 495929). Registered office: Queens Chambers, 2nd Floor, 5 John Dalton Street, Manchester M2 6ET.

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Maven newsletter autumn 2013