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August 2019 Maven Capital Partners (Maven) has developed Maven Investor Partners (Investor Partners), a network of over 250 professional client investors who can access a range of carefully researched private equity transactions and property transactions directly. Maven Investor Partners has the objective of generating superior investment returns and offers clients the ability to build a diverse portfolio by investing on a deal by deal basis. Maven is introduced to around 400 transactions each year, sourced by a UK wide investment team, from which Investor Partners are typically offered an allocation in six to eight transactions. Over £194m has been committed by Investor Partners since 2007, attracted to the strong income characteristics and capital gain potential on offer. This report reviews the investment opportunity, strategy and processes which have been offered to Investor Partners for over a decade. Private equity investment track record Number of investments IRR (%) Multiple of cost (x) Since inception to December 2018 Realised* 22 29.5 2.9 Since inception to December 2018 Unrealised* 34 5.8 1.2 Source: Maven Capital Partners. Note: *Representative of Maven’s private equity investments initiated between May 2006 and December 2018. Maven Capital Partners (Maven) Maven’s private equity approach on behalf of Investor Partners is to invest only in well established companies with proven management teams, where its clients can acquire a significant equity interest at a competitive entry price. Similarly, property transactions must clearly demonstrate the potential for attractive risk adjusted investor returns, through secured income and development gains. Maven executives maintain a close board level involvement with investee companies and property partnerships post investment, with the ultimate aim of achieving a successful exit and positive return for all shareholders. Direct private equity and property investment is regarded as higher risk, so these investment opportunities are only available to professional clients and eligible counterparties as defined by FCA rules (see footnote on page 10). Investors confirmed by Maven as meeting those criteria can access Investor Partner transactions directly. Conclusion: Historic track record shows strong returns have been achieved Maven has the experience and capability to make available a wide range of professionally appraised opportunities in the alternative asset space. Investor Partners are able to participate selectively to build a broad based portfolio in private equity and/or property. Maven has achieved an overall multiple of cost of 2.9x on realised investments over the period of analysis, suggesting that the co-investment opportunity with Maven offers the potential for eligible investors to generate strong returns. Maven’s track record of sourcing and making a range of new property investments across the UK, allied with six successful exits (four for Investor Partners, two for third parties), suggests that eligible investors should also consider these transactions given the underlying asset backing and development gain potential. Maven Capital Partners Co-investment opportunity Appraisal of investment performance Assets under £634.8m management (AUM)* AUM by fund type* Venture Capital Trusts £179.9m Investor Partners £133.2m Maven UK Regional Buyout £94.1m Midlands Engine Inv Fund £90.9m Northern Powerhouse Inv Fund £58.1m North East Development Capital Fund £27.3m Scottish Loan Fund £27.3m Greater Manchester Loan Fund £14m Finance Durham £10m *Source: Maven (as at 31 December 2018) Maven contact details Kintyre House, 205 West George Street, Glasgow G2 2LW, United Kingdom Fifth Floor, 1–2 Royal Exchange Buildings, London EC3N 3LF, United Kingdom Phone: +44 (0) 141 206 0114 Initial contact: Suzanne Lupton Website: www.mavencp.com Business description Maven Capital Partners is one of the UK’s leading private equity and alternative asset managers, providing growth capital to SMEs and funding for actively managed property development projects, as well as offering tax efficient and income focused investment opportunities for investors. Note: Maven refers generically in this report to the investment business and team in place since 2004, initially as the private equity division of Aberdeen Asset Management PLC from 2004 to 2009 and subsequently as Maven Capital Partners following a management buy out of that business in 2009. Analysts Adrian Mill +44 (0)20 3077 5700 Neil Shah +44 (0)20 3077 5715 [email protected] Warning: Past performance is not a guide to future performance. Maven Capital Partners is a research client of Edison Group (Edison Investment Research Limited). Edison does not issue recommendations or target prices. Financial services

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Page 1: Maven Capital Partners - Edison€¦ · Maven Capital Partners | 19 August 2019 3 The two most recent transactions, where Investor Partners were offered the opportunity to investing

August 2019 Maven Capital Partners (Maven) has developed Maven Investor Partners

(Investor Partners), a network of over 250 professional client investors

who can access a range of carefully researched private equity transactions

and property transactions directly. Maven Investor Partners has the

objective of generating superior investment returns and offers clients the

ability to build a diverse portfolio by investing on a deal by deal basis.

Maven is introduced to around 400 transactions each year, sourced by a

UK wide investment team, from which Investor Partners are typically

offered an allocation in six to eight transactions. Over £194m has been

committed by Investor Partners since 2007, attracted to the strong income

characteristics and capital gain potential on offer. This report reviews the

investment opportunity, strategy and processes which have been offered

to Investor Partners for over a decade.

Private equity investment track record Number of

investments IRR (%) Multiple of

cost (x)

Since inception to December 2018 Realised* 22 29.5 2.9

Since inception to December 2018 Unrealised* 34 5.8 1.2

Source: Maven Capital Partners. Note: *Representative of Maven’s private equity investments initiated between May 2006 and December 2018.

Maven Capital Partners (Maven)

Maven’s private equity approach on behalf of Investor Partners is to invest only in

well established companies with proven management teams, where its clients can

acquire a significant equity interest at a competitive entry price. Similarly, property

transactions must clearly demonstrate the potential for attractive risk adjusted

investor returns, through secured income and development gains. Maven

executives maintain a close board level involvement with investee companies and

property partnerships post investment, with the ultimate aim of achieving a

successful exit and positive return for all shareholders.

Direct private equity and property investment is regarded as higher risk, so these

investment opportunities are only available to professional clients and eligible

counterparties as defined by FCA rules (see footnote on page 10). Investors

confirmed by Maven as meeting those criteria can access Investor Partner

transactions directly.

Conclusion: Historic track record shows strong returns have been achieved

Maven has the experience and capability to make available a wide range of

professionally appraised opportunities in the alternative asset space. Investor

Partners are able to participate selectively to build a broad based portfolio in private

equity and/or property. Maven has achieved an overall multiple of cost of 2.9x on

realised investments over the period of analysis, suggesting that the co-investment

opportunity with Maven offers the potential for eligible investors to generate strong

returns. Maven’s track record of sourcing and making a range of new property

investments across the UK, allied with six successful exits (four for Investor

Partners, two for third parties), suggests that eligible investors should also consider

these transactions given the underlying asset backing and development gain

potential.

Maven Capital Partners Co-investment opportunity

Appraisal of investment performance

Assets under £634.8m

management (AUM)*

AUM by fund type*

Venture Capital Trusts £179.9m

Investor Partners £133.2m

Maven UK Regional Buyout £94.1m

Midlands Engine Inv Fund £90.9m

Northern Powerhouse Inv Fund £58.1m

North East Development Capital Fund £27.3m

Scottish Loan Fund £27.3m

Greater Manchester Loan Fund £14m

Finance Durham £10m

*Source: Maven (as at 31 December 2018)

Maven contact details

Kintyre House, 205 West George Street, Glasgow

G2 2LW, United Kingdom

Fifth Floor, 1–2 Royal Exchange Buildings, London

EC3N 3LF, United Kingdom

Phone: +44 (0) 141 206 0114

Initial contact: Suzanne Lupton

Website: www.mavencp.com

Business description

Maven Capital Partners is one of the UK’s leading

private equity and alternative asset managers,

providing growth capital to SMEs and funding for

actively managed property development projects,

as well as offering tax efficient and income focused

investment opportunities for investors.

Note: Maven refers generically in this report to the

investment business and team in place since 2004,

initially as the private equity division of Aberdeen

Asset Management PLC from 2004 to 2009 and

subsequently as Maven Capital Partners following

a management buy out of that business in 2009.

Analysts

Adrian Mill +44 (0)20 3077 5700

Neil Shah +44 (0)20 3077 5715

[email protected]

Warning: Past performance is not

a guide to future performance.

Maven Capital Partners is a

research client of Edison Group

(‘Edison Investment Research

Limited’). Edison does not issue

recommendations or target prices.

Financial services

Page 2: Maven Capital Partners - Edison€¦ · Maven Capital Partners | 19 August 2019 3 The two most recent transactions, where Investor Partners were offered the opportunity to investing

Maven Capital Partners | 19 August 2019 2

Overview of co-investment opportunity

Maven has developed Investor Partners, a network of more than 250 professional client investors

and eligible counterparties, including family offices, HNW individuals and wealth managers, who

can access a range of private equity and property transactions directly, sourced through the Maven

corporate advisory network across the UK, making financial commitments at a level of their

choosing. Investor Partners are typically introduced to between six and eight fully vetted and

professionally appraised transactions each year, with the opportunity to invest on an individual

transaction basis (deal by deal), for a commitment of £25,000 or more per transaction.

Maven has a nationwide team of 55 investment and portfolio executives, backed up by 38 support

professionals, in 12 key regional centres, including the senior personnel listed on pages 8 to 10.

This team is introduced to around 400 private equity and property transactions per annum through

corporate finance advisers across the country, and can demonstrate proven investment capability

and expertise in a range of sectors.

Alongside its established private equity business, since early 2013, Maven has also built a

specialist property business, investing in hotel, student accommodation, land and planning and

office refurbishment projects, as well as commercial and residential portfolios. Maven now manages

over £300m of property assets across the UK for client funds, of which £140m is for Investor

Partners, where many opportunities are sourced off market.

For investors and advisers considering direct investment in private equity and property, whether

primarily for the potential returns or their merits as part of a portfolio allocation, investing with a

proven investment manager such as Maven could be an attractive opportunity. With many of

Maven’s investments, there is a significant allocation available for an Investor Partner pool to

participate, occasionally alongside other Maven institutional client funds. It should be noted that

direct investments made through the Investor Partner model do not attract Enterprise Investment

Scheme (EIS) or Venture Capital Trust (VCT) tax benefits.

Private equity

The Maven team is one of the UK’s most active and experienced SME investors, with some of the

senior fund management team having been involved in private company investment since the early

1990s. Maven’s team believes that there are few if any other fund managers in the alternative asset

space that are able to make available to investors the wide and varied range of transactions

needed to build a broad based portfolio. Maven’s nationwide team offers multi sector investment

expertise and UK wide coverage of the corporate finance market, with investment executives

operating from 12 regional offices namely Glasgow, Edinburgh, Aberdeen, London, Manchester,

Birmingham, Nottingham, Newcastle-upon-Tyne, Durham, Bristol, Reading and Preston.

Investor Partners have the opportunity to invest in later stage private companies, normally with an

enterprise value (EV – equity value of entity at time of investment plus debt less cash) of up to

£25m pre investment. New VCT investment rules, introduced by the UK government in 2015 to

ensure that the UK is aligned with EU State Aid rules, have limited the types of transaction and age

of companies available to VCTs, which have traditionally been one of the key sources of finance to

SMEs. As a result, managers such as Maven, with access to high quality deal flow, now have the

opportunity to make larger allocations available to co-investors, which were previously available to

VCT clients.

Maven’s Investor Partners have invested circa £45m between January 2016 and December 2018 in

supporting a number of Maven led transactions.

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Maven Capital Partners | 19 August 2019 3

The two most recent transactions, where Investor Partners were offered the opportunity to

investing alongside the Mavens UK Regional buyout fund were:

◼ Acton Banks - the £9.67m MBO of a market leading healthcare staffing provider to the NHS

and private sector across the Midlands and Northwest.

◼ UAP - the £8.66m MBO of a highly profitable and fast growing door and window hardware

business.

Additional investments include:

◼ Orchidsoft – a development capital investment into Orichsoft, which has been developing and

selling intranet solutions for over 20 years in the UK

◼ Altra Consultants – an equity investment into a newly formed and fully accredited insurance

broking firm.

◼ Hedgehog Lab - a funding package to support the growth of an award winning mobile app

developer, specialising in digital applications for smartphones, tablets, desktops and wearables.

◼ Westfield Medical – where a follow on funding package increased the Maven share in the MBO

of Westfield Medical, which is a provider of sterilisation barrier products to the healthcare and

industrial sectors.

◼ Prospectsoft - the MBO of Prospectsoft, which provides customer relations management and e-

commerce software for the business to business market.

◼ Healthpoint - a funding package into Healthpoint, which sources and supplies affordable

branded healthcare, beauty and pharmaceutical products into the multiple retail sector,

predominantly in the UK.

Investment in professionally appraised private companies, often with strong yield characteristics,

can be attractive to investors as a means of mitigating the effect of over-exposure to the traditional

main asset classes. Historically, private equity has been largely uncorrelated with prevailing main

market volatility, and can be an important component of a diversified and successful investment

portfolio.

Maven employs a highly selective investment appraisal process, where every prospective

investment is subject to thorough due diligence, overseen by the Maven Investment Committee and

making extensive use of expert third party experts who provide supporting commentary on the

commercial opportunity. This diligence covers all relevant aspects of the company, its team, trading

history and business model, before a decision is taken on whether an opportunity will be

progressed and made available to Investor Partners. Where a transaction is successfully

completed, Maven executives maintain a close board level involvement with each investee

company throughout the period of investment, working supportively and collaboratively with

management teams to add value and ultimately achieve a successful exit for all stakeholders

Property

Since early 2013 Maven has established a specialist property investment business to take

advantage of strong proprietary deal flow where Maven is regularly introduced to attractive

investment and development opportunities across the UK, offering potential investment returns

which often suit the risk profile of Maven investors. A team of eight executives based in Glasgow

and London has been recruited with a range of property investment and property finance

backgrounds and has a broad based collective expertise in development, asset management and

financial structuring in a number of sub sectors of the UK property market. Due to its national office

presence Maven is able to maintain a high profile in the regional markets, where its executives

have established a network of local relationships with property agents, developers, professional

advisers and financiers, enabling Maven to gain early access to new opportunities, in many cases

off market or through word of mouth introductions. These property transactions generally have a

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Maven Capital Partners | 19 August 2019 4

development gain element and are available to Investor Partners who are looking for direct access

to this asset class which may be viewed as lower risk given the underlying asset backing.

Since 2013 Maven has completed 27 investments in hotel, land and planning, student

accommodation, residential and office projects, 18 of which were accessible to Maven Investor

Partners. The remaining nine investments were on behalf of third party clients, where Maven acts

as asset manager and manages the development of these properties through to sale.

Maven applies the same strict disciplines to its property investment activities as it has been

applying successfully to private equity transactions since 2004, from the sourcing of transactions,

through due diligence, deal structuring and Investment Committee approval, to active asset

management and helping to develop an exit strategy.

For Investor Partners Maven will typically invest in property transactions with a gross development

value of up to £15m, including an equity commitment of up to £6m by Maven clients.

Recent investments led by Maven include:

◼ raising £4.6m (£1.6m raised by Investor Partners) to provide high demand new residential

property at two sites in the central belt of Scotland, ideal for commuting (Renfrew and

Clackmannan), in conjunction with Ambassador Homes.

◼ a £2m acquisition of a 112,106sq ft detached industrial warehouse, in the town of Bishopbriggs,

close to Glasgow. The warehouse is within an industrial park with a range of commercial uses

and excellent transport connectivity.

◼ an investment of 50% equity in Goldcrest Communities, a new business set up to obtain

planning consents for retirement and continuing care communities contemporaneously

matching landowners and developers.

◼ raising £4.65 million of capital to acquire and develop a site for 150 purpose built student

accommodation (“PBSA”) bedspaces in Stirling, Central Scotland. This was the eleventh PBSA

development Maven has undertaken, totalling over 1,600 beds.

◼ an investment of £1.9m in the acquisition of a high quality office and warehouse property for

£3.45m in Aberdeen. The “hybrid” configuration is commonly found in Aberdeen and appeals to

the Oil and Gas sector.

There is a very wide geographical spread of investments across the whole of the UK, from

Inverness to Exeter. Regional presence and origination capability are key differentiators of the

Maven offering.

Background and history of Maven Capital Partners

Maven was established in 2009 following a buy out of the private equity division of Aberdeen Asset

Management PLC (Aberdeen) by the senior team of that business, allowing the new independent

Maven business to focus on transacting and managing private company investments. In forming

Maven, the existing investment team migrated across to the new business, along with the transfer

of the fund accounting, company secretariat, client reporting and sales & marketing functions.

The private equity business at Aberdeen comprised the original Aberdeen and Murray Johnstone

private equity teams, and had been responsible for leading all private equity investments since

2004. The current Maven partners and senior investment/portfolio executives have been in place

since that time, and Maven has now grown from 22 staff at inception to 93 investment and support

professionals.

Since launch, Maven has developed a co-investment model, to allow professional client investors to

self select on a discretionary basis.

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Maven Capital Partners | 19 August 2019 5

The team has since built a specialist business and significant fund base, through both organic

growth and the strategic acquisition of fund management contracts, and is now believed to be one

of the UK’s most active SME investors. Maven’s team is able to provide finance in a range of

transaction types, normally supporting established, profitable private companies with equity finance

of up to £15m, and investing across a wide range of sectors and throughout the UK regions.

Private equity investment approach

Investment strategy, style and process

Maven’s strategy is to invest in dynamic, established private companies based in the UK,

supporting the key executives of each business to execute their business plan to maximise investor

returns and create value for all stakeholders. Maven will rarely invest in start up companies,

preferring the greater certainty of a proven business model and an entry price which gives visibility

of future ‘arbitrage gain’ when the business is sold. Maven provides equity and mezzanine finance,

typically of up to £15m per transaction to businesses with enterprise values of up to £30m at the

time of investment, and supports a range of transaction types including MBOs, acquisition finance,

expansion or buy and build strategies, replacement capital and development capital.

Maven is a generalist investor, where a key feature of its strategy is a focus on investing across a

broad range of industries, with no sector specific bias in sourcing transactions. The Maven team

has however developed specialist knowledge in a number of sectors such as IT & telecoms, niche

manufacturing, automotive and energy services, and has built an extensive UK network of non

executive director candidates, entrepreneurs and industry contacts who have experience of growing

SMEs and can offer sector specific expertise.

The Maven team is able to utilise its nationwide network of corporate finance advisors, and

experience of the SME market built up over many years, to help source, analyse and execute the

best transactions for investors. Each potential investment taken forward by a regional investment

team is subject to a detailed presentation setting out the investment case to the full Maven

Investment Committee, comprising senior members of the Maven team who have a wide range of

industry, financial and commercial experience, and many years’ experience of buying, growing and

selling businesses. Before a decision is taken on whether an opportunity is worthy of progression,

the company, its team and business model are subject to a thorough due diligence process led by

Maven and making extensive use of expert third party providers. As a result of this highly selective

process, Maven typically invests in just four to six of these private company opportunities each

year, deploying around £15m on behalf of Investor Partner client funds.

Maven also takes representation on the board of each investee company, either from its own

investment team or from a panel of vetted independent directors, which will normally include the

appointment of a chairman. This ensures that Maven can play an active role in the strategic

direction of the business during the period of investment, and that investee companies benefit from

the experience of professionals with a detailed understanding of how to help businesses succeed

and create shareholder value. Maven places great importance on the relationship with each

management team, working closely with the senior executives to ensure that each business fulfils

its potential, through a combination of financial, strategic and operational support. The key objective

is to add value and optimise performance by supporting the company in executing its business plan

and exploiting market opportunities.

Key criteria for investment selection

Maven applies a structured approach to sourcing and completing private equity transactions. The

focus is principally on companies that have a strong market position, a history of maintainable

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Maven Capital Partners | 19 August 2019 6

earnings and the potential to generate both a regular paid income and a significant capital gain on

exit.

Maven only considers investing in a business that:

◼ has an entrepreneurial, balanced management team not overly dependent on one person, and

which can demonstrate a commitment to succeed and create value for the business and its

investors. Maven obtains team referencing on the key individuals from specialist agencies;

◼ offers products or services that address a defined market;

◼ has a credible marketing strategy capable of achieving planned growth and is not over reliant

on a small number of customers;

◼ is generating meaningful revenues and has good earnings visibility;

◼ has, where appropriate, intellectual property rights that are capable of being protected; and

◼ demonstrates the prospect of generating a significant multiple return on the initial investment.

Transaction/deal structure

Normally an element of each investment is made by way of secured loan stock, capable of

generating a paid yield for investors of 8% to 12%. The aim is to drive an immediate income stream

from each private company asset and target a total return of 2x to 5x cost over a holding period of

three to five years, with the principal of the return coming at exit, normally via a trade sale or

acquisition by a secondary private equity buyer.

Property investment approach

Investment strategy, style and process

Maven invests only in the UK market, and has developed a strong track record in the residential,

hotel, student accommodation, land and planning and office space sectors. Maven’s approach is to

offer professionally appraised property deals, typically structured to generate attractive returns

through a combination of a potential development gain element and added value through

acquisition and active asset management.

Opportunities generally cover (i) development of land or existing property, with Maven leading the

transaction and managing the project to create an income producing property to sell or manage, or

(ii) investment property involving an existing property, where Maven aims to add value and

generate returns through active asset management, including rent reviews, lease extensions,

opportunities for possible changes of use, or refurbishment.

Maven appraises a large number of prospective investments, but expects to invest in only around

four to six property projects each year, and only in circumstances where it is satisfied that the

transaction meets the risk/return profile of its investor base, typically raising up to £15m pa from

Investor Partners in supporting those transactions. Every aspect of a prospective property

investment is subject to a rigorous due diligence and approval process, to ensure that downside

risk is minimised and healthy risk adjusted returns can reasonably be expected. At an early stage in

the process, Investor Partners will receive an Investment Memorandum setting out the opportunity,

which includes a market and project analysis, a summary of due diligence findings, forecast returns

and timing of exit.

Key criteria for investment selection

Maven applies the same disciplined approach to property asset selection as for private equity. Each

property investment will typically be:

◼ in a sector and location where there is proven occupational demand;

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Maven Capital Partners | 19 August 2019 7

◼ managed by an experienced developer and professional team;

◼ subject to a complete development plan or asset management strategy, including risk

assessment and exit proposals;

◼ subject to extensive due diligence, covering all relevant property and financial matters such as

an independent valuation report; and

◼ based on a detailed financial appraisal and with terms having been agreed for bank debt,

where appropriate.

Transaction/deal structure

Depending on circumstances, property transactions are generally structured with Maven clients

providing equity, alongside senior bank debt at a level of 50% to 65% loan to value. The aim is to

generate a return in the range 1.3x to 1.8x the initial investment on development projects, and/or an

IRR of not less than 15%, over a target holding period of two to four years (investment property

projects may forecast a longer holding period, depending on the characteristics of the investment).

Returns are likely to be crystallised from a sale of the property, although funds may also be

released through refinancing or cash flow generated by the investment.

In each case Maven is the general partner (GP) or designated member of an investment

partnership (a limited partnership vehicle) which owns the property. Maven as GP has overall

responsibility for day to day management of the partnership, attending monthly meetings and

project managing the underlying investment.

Maven as an asset manager

The expertise that Maven can access means that it has the capability to act as an asset manager

on behalf of third party investors. This offering has grown in recent years to nine property

management investments being or having been managed on behalf of investors, at the time of

writing. Please refer to Appendix 5 for further information about this.

Furthermore, at the time of this report, three different investors have used Maven as an asset

manager, with an additional investment in March 2019, which has not been included in the analysis.

The principal client is based in Asia.

Risk management

Risk management is a critical facet of Maven’s approach and is backed up by many years’

experience in understanding and managing the risks involved in both private company and property

investment.

Key risk management protocols in private equity strategies include a rigorous investment selection

process, a policy of investing only in well established companies with proven management teams

and maintaining close involvement with investee companies post investment. Further downside

protection is achieved through the use of a substantial element of secured loan notes in structuring

private company investments. This generalist approach allows each client investor to build a multi

sector and geographically diverse portfolio of holdings.

Property investments are also subject to a structured investment selection process, with Maven

investing only in high quality UK opportunities located where there is an identifiable local market

demand, and the likelihood of either a development gain or the ability to add value through active

asset management.

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Maven Capital Partners | 19 August 2019 8

Senior investment team profiles

Bill Nixon, Managing Partner: Bill splits his time between the Glasgow and London offices, and

has responsibility for all aspects of the Maven business, including strategy, new investment activity

and client management. At Aberdeen Asset Management (Aberdeen), Bill was head of growth

capital and in the mid 1990s was head of the private equity team at National Australia Bank. With

almost 40 years’ experience in banking, corporate finance and fund management, he is one of the

most experienced smaller company private equity practitioners in the UK. Bill chairs the Maven

Investment Committee.

Andrew Craig, Partner: Andrew joined Aberdeen in 2004, having previously been with Bank of

Scotland corporate banking in Edinburgh where he was an associate director of integrated finance,

working primarily on UK mid market buy outs. Prior to joining Bank of Scotland in 1999 he worked

in business and corporate banking at Clydesdale Bank for ten years.

Andrew Ferguson, Partner: Andrew splits his time between the Birmingham and London offices

and is responsible for new investments in the Midlands and southern England. He joined Aberdeen

in 2003, having previously had co responsibility for the European operations of Freedom

International, a Canadian investment company. Prior to that, he worked for CIBC in its investment

bank, structuring debt and derivative packages to fund its European investment portfolio.

Stella Panu, Partner: Stella is based in London and is responsible for new unlisted investments, as

well as Maven’s AIM portfolio. She joined Aberdeen in 2005, following three years as a corporate

finance executive at London broker Seymour Pierce, where she advised companies listing on AIM

and managed a VCT. She has also worked for PwC, The World Bank and the Raiffeisen Investment

Fund.

David Milroy, Partner: David is responsible for new private equity investments in Scotland and

supporting a number of Maven portfolio companies, and joined Aberdeen in 2007. He started his

career as a scientist with GlaxoSmithKline then was a clinical pharmacist before moving into

international consultancy with Deutsche Bank, followed by fund management roles in the life

sciences and technology sectors.

Ewan MacKinnon, Partner: Ewan is responsible for sourcing and executing new private equity

investments in the north east of Scotland, as well as energy services investments across the UK.

Ewan joined Maven in 2009 having previously worked for Johnston Carmichael where he spent

three years in the corporate finance team. Previously Ewan worked in industry, latterly as managing

director of a multi store retail chain, before leading the disposal to a FTSE listed business.

Andrew Whiteley, Partner: Andrew is responsible for transacting property investments across the

UK, principally in the south east of England. Andrew joined in 2013 to help develop Maven’s

property investment business, having previously been co head of property at Hotbed, responsible

for sourcing, structuring and executing property transactions as well as asset managing the existing

portfolio. He started his career at Credit Suisse Asset Management, before moving to Jupiter Asset

Management and then New Star Asset Management where he helped run its £2bn flagship UK

commercial property fund.

Colin Anderson, Partner: Colin is responsible for transacting property investments and managing

complex construction based development projects. Colin joined Maven in 2014 to help grow the

property investment business, having spent over 10 years with the Royal Bank of Scotland, where

he established and led the Corporate Development & Property Finance team for Aberdeen & North

of Scotland region. Prior to RBS he worked with Ernst & Young in Glasgow and New Zealand in

audit, transaction services and corporate recovery.

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Maven Capital Partners | 19 August 2019 9

Suzanne Lupton, Partner: Suzanne has responsibility for administering the Maven Investor

Partner business and provides general business support to the Maven team, including in areas

such as investor relations and compliance. Suzanne joined Maven in August 2010 from Bank of

Scotland Private Banking where she was responsible for managing a portfolio of high net worth

clients. She has worked in financial services for 23 years.

Julie Glenny, Investment Director: Julie is responsible for transacting private equity investments

across Scotland, as well as portfolio management activities post investment. She joined Maven in

2011 from Bank of Scotland, where she was a Director of Corporate Banking and held a number of

SME transaction related roles.

Ryan Bevington, Investment Director: Ryan is responsible for new private equity investments

across the north of England and sits on the board of a number of portfolio companies. He joined

Aberdeen in 2007 having previously worked for the corporate finance private equity team of

PricewaterhouseCoopers in Manchester.

Melanie Goward, Investment Director: Melanie is responsible for transacting new early stage and

technology private equity investments across the South and South West of England and Wales.

She joined Maven in 2016 from Finance Wales, where she was part of the technology ventures

team and fund manager for the Wales Technology Seed Fund, providing funding to help businesses

commercialise and bring to market innovative products and services across a range of sectors.

Prior to this she worked as an investment director with Nesta Investments focusing on early stage

healthcare investments, as well as in technology sector finance at Lloyds TSB Corporate, providing

debt finance to high growth companies.

Michael Vassallo, Investment Director: Based in our Newcastle office, Michael is responsible for

new investments across the North East of England and manages the North East Development

Capital Fund and Finance Durham Fund. He joined Maven in March 2017 having previously worked

for FW Capital in Newcastle where he spent five years in its SME investment team leading

transactions across the North East. Previously, Michael worked at Brewin Dolphin in Newcastle and

London where he spent over eight years in the investment banking team working as an associate

director on a range of listed company fund raises.

Tom Purkis, Investment Director: Tom is based in Maven’s Birmingham and London offices and is

responsible for sourcing and executing new private equity investments across the Midlands and the

south of England. Tom joined the team in 2015 from Grant Thornton where he was an associate

director in the M&A team in London. At Grant Thornton Tom advised on a wide range of private and

public company transactions for both private equity and corporate clients. Prior to this Tom started

his career in Business Restructuring before moving into Transaction Services.

Ramsay Duff, Investment Director: Ramsay helped to establish Maven’s property team after

joining in 2011 following the acquisition of his previous business, HM Corporate Solutions, which he

ran in partnership with Glasgow based commercial law firm Harper Macleod. Previously he worked

with ING Barings and Charterhouse Securities in Edinburgh.

Richard Elliott, Investment Director: Richard is responsible for property investments with

experience of raising and structuring debt packages. He was previously responsible for sourcing

and executing new private equity investments and supporting companies in the Maven portfolio,

and moved into Maven’s property team in early 2016. He joined Maven in 2011 from Bank of

Scotland, where he worked in the joint ventures equity team, managing a portfolio of investments

across the UK real estate sector.

Paul Johnston, Investment Director: Paul is responsible for managing property investments, as

well as investor and developer relationships, and has a detailed knowledge of the UK hotel sector.

Paul joined Maven in early 2016, after 12 years as a partner and director with The Hamilton

Portfolio group, a diverse investment and advisory company based in Glasgow, before establishing

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his own advisory business, Bowmont Capital Partners. He has also been a director of a number of

public and private companies, and previously worked with Ernst & Young.

Sensitivities/risks: Higher risk; limited liquidity

These investments are intended for professional clients and eligible counterparties1 only.

Investments will be subject to all of the general risks associated with investing in unquoted

or private companies, and in property transactions.

Higher degree of risk

An investment directly into an unquoted or private company, or into commercial property, carries a

higher degree of risk than many other forms of investment and may be difficult to realise. Such

investments are only suitable for investors who are able to evaluate and understand the risks and

merits of such investment and have the resources to bear any loss that may result from such

investments. Investors should be prepared to reduce this risk by building a diversified portfolio.

Difficult to realise

As shares in private companies are not publicly traded, they may be difficult to realise and investors

are liable to be locked into such investments for a number of years. Investor Partners can only

transact and exit on the same terms, and at the same time, as Maven. The same applies to

property holdings where it is normally not possible to sell an individual share in a property

investment partnership.

Difficult to value

Investments in private companies are inherently difficult to value, with the primary value realised at

time of exit. Maven values private equity investments in accordance with the International Private

Equity and Venture Capital Valuation guidelines. Property developments can also be difficult to

value until completion. Where necessary, investments will be valued in accordance with the Royal

Institution of Chartered Surveyors (RICS) valuation standards.

Past performance is not a guide to future performance

Past performance is not a guide to future performance. Reliance on this information may expose

the investor to a significant risk of losing any property or assets invested.

Overview of investment return history

Analysis of Maven’s private equity investment performance

Since inception to December 2018, Maven has sourced, invested and realised 22 private equity

investments. On this portfolio a 2.9x multiple of cost has been achieved and an IRR of 29.5%.

During the same period, 34 private equity investments have been made, which have yet to be

1 Suitable only for professional clients and eligible counterparties as defined by FCA rules. Investment in Maven’s

private equity and property transactions is suitable only for professional clients and eligible counterparties, who

are strongly recommended to consult an authorised financial adviser. In practice, this means that Investor

Partners should be either institutional investors or those individuals with sufficient knowledge, expertise and

experience to be able to understand and evaluate the risks involved in making these types of investments and

who can bear any potential loss, up to and including the full amount invested. Professional clients and eligible

counterparties are not afforded the same protections under FCA rules as retail clients.

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Maven Capital Partners | 19 August 2019 11

realised. As at December 2018, these unrealised investments have generated a 1.2x multiple of

cost and a 5.8% internal rate of return.

Based on the data supplied by Maven, we have analysed the performance of these investments,

which are listed in Appendix 1: Performance analysis of Maven’s initiated and realised private

equity investments and Appendix 2: Performance analysis of Maven’s initiated and unrealised

private equity investments. These show that Maven has achieved an impressive IRR in most cases,

with a positive IRR shown by 21 of 22 (95%) realised new private equity investments and 18 of 34

(53%) of unrealised investments. This reflects Maven’s focus on investing predominantly in well

established companies with proven management teams, as opposed to investment in seed

capital/start up stage companies where greater returns are possible but the investment is subject to

a higher risk of failure.

Investments made in the first half of 2019

Maven has continued to build on its expertise and has made further investments, which are not

included in the appendices, within the private equity and property markets. This demonstrates its

ability to participate in suitable opportunities. Its further investments include:

Private equity

Investor Partners invested alongside the Maven UK Regional Buyout Fund, which led the MBO of

CMS Window Systems, making Maven’s largest equity investment to date. CMS is a leading end to

end provider of premium window and door solutions.

Property

◼ The provision of a secured mezzanine loan of £1.5m, providing part of the funding for a £13m

development of a 127 bedroom Holiday Express hotel in Barrow-in-Furness.

◼ An £18.2m transaction for the acquisition, subject to planning consent, and subsequent

development of 122 bed student accommodation development on a site close to Edinburgh city

centre, for a new third party client. The site will be developed over six floors, with various onsite

amenities.

Private equity realised performance: 2.9x cost; 29.5% IRR;

The overall average multiple of cost was 2.9x and the average IRR of private equity investments

initiated and realised by the Maven team from inception to December 2018 was 29.5% (see

Appendix 1). Of the 22 realised investments analysed, 10 achieved an average multiple of cost of

more than 2.9x. Exhibit 1 illustrates the range of returns achieved by Maven on realised

investments up to December 2018.

There have been three recent exits from the Investor Partner portfolio. In October 2018 Maven

exited from its investment in Castlegate 737 (Cursor Controls), a developer and manufacturer of

human machine interface devices for some of the world's most demanding environments. The sale

realised a 2.64x multiple of cost and an IRR of 37% for Investor Partners in just over three years.

Maven Investor Partners exited its investment in Indigo Telecom Group in December 2018

generating a return of 4.23x on the original cost. Maven led the management buyout of Indigo

Telecom in 2016 and during the term of its investment supported the business with the strategic

acquisition of Belcom247 in September 2017, together forming the enlarged Indigo-Belcom Group.

There was a profitable exit from Incremental Group, delivering a 3.15x return for investors and an

IRR of 96%. Maven’s Investor Partner network invested in the business in 2016; since then

Incremental has grown significantly. Incremental is a market leading digital technology services

business, employing 125 people across five sites in Glasgow, London, Manchester, Inverurie and

Northwich.

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Exhibit 1: Performance analysis of Maven’s initiated and realised private equity investments since inception*

Source: Maven Capital Partners, Edison Investment Research. Note: * May 2006 to December 2018. See detailed analysis in Appendix 3. Indicates average IRR and multiple of cost achieved across realised investments. The squares indicate each of the realised investments. The triangle denotes the summary figure (weighted average).

Private equity unrealised performance: 1.2x cost; 5.8% IRR

There have been 34 private equity investments made since inception that remain unrealised. At

December 2018, these have generated an overall an average multiple of cost of 1.2x (see Appendix

2) and an average IRR of 5.8%. Seven unrealised investments are still valued on a cost basis, as

they are at an early stage, versus the completed investment to divestment cycle for those

investments that have been realised.

In addition, for unrealised investments a 15% liquidity discount is factored into the valuation when

this is shown on an earnings basis. On exit, there is often a premium achieved on this conservative

discounted valuation, as well as the receipt of any redemption premium (a pre determined amount

payable on final repayment of the loan stock, and typically representing up to 30% of the amount of

the loan). Of the 33 investments that are unrealised, 13 are valued on an earnings basis and, of

these, 10 are showing a positive IRR. Provision against cost has been made in respect of nine

holdings.

Exhibit 2 illustrates the performance at December 2018 on unrealised investments made by Maven

since inception.

Exhibit 2: Performance analysis of Maven’s initiated and unrealised private equity investments since inception*

Source: Maven Capital Partners, Edison Investment Research. Note: *May 2006 to December 2018. See detailed analysis in Appendix 2. Indicates average IRR and multiple of cost achieved across unrealised investments. The squares indicate each of the unrealised investments. The triangle denotes the summary figure (weighted average).

0

1

2

3

4

5

6

7

8

-150.0% -100.0% -50.0% 0.0% 50.0% 100.0% 150.0%

Multip

le o

f cost (x

)

IRR (%)

0.0

0.5

1.0

1.5

2.0

2.5

-100.0% -50.0% 0.0% 50.0% 100.0% 150.0%

Multip

le o

f cost (x

)

IRR (%)

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Investor Partner: Track record performance

Since the inception of Investor Partners, there has been participation in 56 private equity

transactions between 2007 and December 2018. This track record, summarised in Exhibit 3,

demonstrates a healthy return on both realised and unrealised investments, with overall

performance to December 2018 recording an average MoC of 2.9x and 1.2x respectively. Readers

should note that these performance data have been calculated before payments to Maven for

annual and performance related fees under the co-investment agreement.

Exhibit 3: Track record of significant co-investors January 2007 to December 2018

Number of investments

Total cost Income received

Capital proceeds

Unrealised value

Total value

Surplus over cost

IRR Multiple of cost

£m £m £m £m £m £m % x

Realised 22 22.23 9.36 54.98 0.00 64.34 42.11 29.5 2.9

Unrealised 34 80.26 11.32 7.95 76.22 95.50 15.23 5.8 1.2

Total 56 102.49 20.68 62.92 76.22 159.83 57.34 20.3 1.6

Source: Maven Capital Partners. Note: IRR - calculated as if one investment; multiple of cost - simple arithmetic average.

Definitions of calculation methods (supplied by Maven)

IRR (internal rate of return) is an annualised compound percentage return, which is calculated by

time weighting the amounts received (income and capital) plus, where unrealised, the current

valuation in relation to all amounts paid to acquire the investment. The overall realised and

unrealised portfolio averages (as shown in Appendices 1 to 4 and in Exhibit 3) have been

calculated as if all transactions were one investment.

MoC (multiple of cost) is a straight calculation of total value (= income + proceeds + unrealised

value) divided by total cost. An MoC of 1 equates to no gain/loss on the investment, whereas an

MoC of 2 equates to a 100% gain in comparison to total cost. This metric is not time-weighted.

Analysis of Maven’s property investment performance

Maven has a team of eight senior executives covering the UK property market who have extensive

experience of completing transactions across a range of sub sectors. This report aims to provide

some analysis of those investments.

Maven targets a typical holding period of two to four years, with each property investment

structured to generate attractive returns, typically offering a development gain element or the

potential to add value through active asset management.

The first co investment property investment was made in 2013, with four profitable exits for Investor

Partners achieved to date. It should be noted that property investments tend to be held for less time

than private equity investments. They are asset backed which helps to reduce risk but the shorter

holding investment periods usually results in these investments generating lower returns.

The Maven property team has completed 27 investments at time of publication, of which 18 have

been accessible to Investor Partners, in locations throughout the UK. These cover a wide

geographical spread and comprise development projects involving hotels, student accommodation

and commercial offices, land and planning, as well as an investment in a portfolio of office

accommodation. Maven has also completed nine investments in the capacity of asset manager on

behalf of a third party overseas investor, which are excluded from this analysis.

The summary below, and tables at Appendices 3 and 4, list the realised and unrealised investments

made by Maven’s property team since 2013. Of the 18 investments made by Maven for Investor

Partners to date, four have been realised, as shown in Appendix 3: New property investments

(realised).

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Property realised performance: 1.77x cost; 26.25% IRR

The overall average multiple of cost was 1.77x for the four property investments realised by Maven

and the weighted average IRR achieved was 26.25%. The IRR is higher than would be ordinarily be

anticipated, due to the investment in 333 Bath Street being exited within one year. Transactions are

structured with the aim of achieving an IRR of greater than 15% at the point of exit.

There have been four exits within the property portfolio (see Appendix 3) which could be accessed

by Investor Partners. Two of these exits have been since the end of March 2016. During October

2018 Maven Property sold Marketgait Apartments, a 116 bed purpose built student accommodation

development in Dundee. The asset was sold for £9.5m generating a return of 2.37x for Maven

Investor Partners in just over three years. Maven purchased the property for £1.55m in April 2015

and, following a comprehensive £5m internal refurbishment, Marketgait Apartments opened for the

start of the 2016/17 academic year. It should be noted that Marketgait Apartments used to be called

Courthouse Apartments.

In the same month, Maven Property completed the £14.5m sale of Hotel Indigo Glasgow, a 4 star,

94 bedroom hotel and restaurant in the centre of the city, generating a return of 1.93x for investors

The structure of the transaction included the sale of the Freehold (in Scotland ‘Heritable’) interest in

the hotel to a Ground Rent Fund and of the resultant long leasehold interest to Heeton, which

acquired the trading business of the hotel. There has been little precedent in structuring hotel sales

in this way, but Maven’s significant experience of hotel development funding structures has enabled

it to split these two interests in the hotel and drive additional value for its investors.

Property unrealised performance

We have listed the unrealised investments (as at December 2018) in Appendix 4: New property

investments (unrealised), based on the data supplied by Maven. In total, 14 of the 18 property

investments for Investor Partners are either completed or they are BPRA investments requiring

longer investment.

As returns are not currently in the public domain for any of the unrealised investments, it is not

possible to show meaningful IRR or multiples of cost. This reflects the relatively short holding period

of the unrealised property portfolio. It should be noted that Maven will typically value property

investments at cost until such time as full realisation proceeds are able to be disclosed. Carrying

values may be prudent as a consequence of this approach.

Co-investment agreement: Important terms and conditions

The main criteria and details included in the agreement between the Investor Partner and Maven

are:

The Investor Partner must be, and remain eligible as, a professional client or eligible

counterparty as defined by FCA Rules (see footnote on page 9). An Investor Partner is required

to inform Maven if they cease to meet either of those criteria.

Opportunities to invest in later stage private companies with a value of up to £30m pre

investment: private equity investment opportunities are primarily in companies with an enterprise

value of up to £30m (few of Maven’s transactions have an EV in excess of this). Maven will provide

its fully researched Investment Committee paper, or equivalent report, to Investor Partners when an

opportunity is offered. Maven has full discretion to decide not to proceed with any investment.

Opportunities to invest in property transactions with a gross development value of up to

£15m: for property investment, the transactions will typically be in assets with a gross development

value of up to £15m, including an equity commitment of up to £6m by Maven clients. Similarly to

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private equity, Maven will provide a fully researched investment paper to Investor Partners, and

Maven has full discretion to decide not to proceed with any investment.

Investment unit size – typically £25,000 to £500,000 per investee: the amount of investment

made by an Investor Partner in any one transaction (i.e. in any one investee entity) is typically

between £25,000 and £500,000. Subject to shareholder preemption rights, the Investor Partner is

entitled to participate in follow on investments in any of their portfolio companies on a pro rata basis

with Maven. Each transaction is made through subscription to units in a limited partnership, which is

managed and operated by Maven as general partner (GP). Each Investor Partner is provided with a

half yearly investment report, which contains details of each of their holdings.

Fees payable to Maven: in respect of a private equity transaction, Investor Partners pay to Maven

a general partner profit share (GPPS) of 1.75% pa on the amount invested, which can be offset

against any ongoing income distributions as detailed below.

For property investments, Maven charges an ongoing management fee to the property investment

partnership (in respect of regular strategic and asset management activities); no fees are charged

directly to Investor Partners as they are reflected in the overall capital return.

Income from investments: income generated from the loan stock element of private equity

investments is distributed half yearly to the Investor Partner and is paid net of Maven’s GPPS for

the respective period. For property investments, any surplus income generated within the property

investment partnership may be available for distribution on a semi annual basis.

Disposal or return of capital: each Investor Partner is required to dispose of the whole or the

same proportionate part of its investment in any one investee entity on the same terms and at the

same time as Maven.

Maven is entitled to 20% of the profit on return of capital: to ensure that the investment team is

incentivised to optimise investor returns, Maven, as the GP, is typically entitled to 20% of the

excess over cost on an investment (the “carried interest” at exit) on any return of capital. This is

calculated as the total receipts less the aggregate amount invested in that investment. This

structure ensures that there is an alignment of interests with the underlying Investor Partners.

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Appendix 1: Private equity investments (realised)

Exhibit 4: Private equity investments (realised)

Name Investment date

Exit date IRR Multiple of cost (x)

Incremental Group Limited 29 Nov 2016 29 Nov 2018 96.0% 3.15

Indigo Group Holdings 10 Jul 2016 03 Dec 2018 86.7% 4.23

ID Support Services Holdings 17 Mar 2007 03 Jul 2008 73.2% 1.76

Dalglen 1150 (Walker Technical Resources) 31 May 2009 04 Jul 2011 73.0% 3.02

Crawford Scientific 19 Aug 2014 18 Oct 2017 69.8% 4.65

Westway Services 16 Jun 2009 09 Dec 2015 56.0% 6.80

Nenplas Holdings 30 May 2006 04 Mar 2013 38.7% 3.12

Nessco Group 01 Jun 2008 05 Jul 2012 38.5% 2.79

Castlegate 737 (Cursor Controls) 30 Jun 2015 16 Oct 2018 37.0% 2.64

SPS (EU) 10 Feb 2014 01 Dec 2017 35.7% 2.94

Intercede (EFC Group) 03 Dec 2009 28 Nov 2014 33.0% 3.73

Box Holdco Limited 20 Sep 2009 13 Jul 2015 30.1% 4.60

Six Degrees (Tosca Penta Exodus & Mezzanine LP)* 19 Sep 2011 22 Jul 2015 24.8% 2.28

Oliver Kay Holdings 12 Jan 2007 12 Nov 2012 21.6% 2.26

Funeral Services Partnership 23 Mar 2007 21 Sep 2009 20.7% 1.54

Steminic (MSIS) 24 Apr 2007 26 Jun 2015 18.3% 3.48

ATR (Countcar) 28 May 2007 01 Mar 2012 15.4% 1.72

Endura* 12 Dec 2014 28 Feb 2018 15.2% 1.57

Venmar (XPD8 Solutions) 24 Jun 2010 27 Oct 2015 12.6% 1.78

Atlantic Foods Group 08 Feb 2008 31 May 2013 11.8% 1.75

Training For Travel 01 Apr 2008 01 May 2015 -37.9% 0.36

Broomco (4136) Limited 03 Jul 2008 28 Aug 2015 -99.1% 0.00

Total (22)

Summary**

29.5% 2.90

Source: Maven Capital Partners. Note: This is a list of Maven’s private equity investments initiated between May 2006 and December 2018 and currently realised. *Investment not led by Maven. **calculated as if one investment.

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Appendix 2: Private equity investments (unrealised)

Exhibit 5: Private equity investments (unrealised)

Name Investment date Valuation basis IRR Multiple of cost (x)

EE Smith 28 Jan 2016 Earnings 33.0% 2.26

Attraction World 08 Dec 2010 Earnings 31.8% 2.15

GEV Holdings 28 Oct 2015 Earnings 21.9% 1.76

Global Risk Partners (Maven Co-Invest Endeavour)* 01 Nov 2013 Earnings 17.7% 2.00

Torridon Capital 12 Apr 2010 Cash 17.6% 2.21

Vodat Communications 26 Mar 2012 Earnings 15.9% 2.36

Cat Tech International 29 Mar 2012 Earnings 15.3% 2.22

CB Technology 19 Dec 2014 Earnings 13.0% 1.58

Space Student Living 12 Jun 2011 Recovery proceeds 11.9% 1.48

DPP (Ensco 969) 20 Mar 2013 Earnings 10.4% 1.54

Healthpoint 03 Feb 2017 Cost 8.5% 1.16

Prime Document 04 May 2016 Earnings 8.4% 1.22

RMEC 06 Apr 2014 Earnings 6.3% 1.29

Westfield Medical 30 Mar 2016 Earnings 5.2% 1.12

ProspectSoft 23 Mar 2017 Cost 4.8% 1.09

Glacier Energy Services 25 Mar 2011 Earnings 4.5% 1.29

Hedgehog Lab 18 Sep 2017 Cost 1.7% 1.02

Orchidsoft Limited 10 Jun 2018 Cost 1.4% 1.01

Blacktrace holdings 25 Apr 2016 Earnings 0.0% 1.00

Altra Consultants 18 Oct 2017 Cost 0.0% 1.00

Acton Banks 14 Dec 2018 Cost 0.0% 1.00

UAP 14 Dec 2018 Cost 0.0% 1.00

FLXG Scotland 24 Oct 2010 Provision -1.4% 0.93

TC Communications 02 May 2008 Provision -2.3% 0.82

HCS Control Systems 13 Jun 2013 Provision -2.5% 0.88

R&M Engineering 12 Dec 2013 Provision -4.5% 0.81

ISN Solutions 10 Mar 2014 Provision -5.8% 0.80

Fathom Systems 17 Dec 2014 Provision -6.2% 0.78

Lawrence Recycling & Waste Management 23 Jan 2009 Recovery proceeds -20.9% 0.20

D Mack 23 Dec 2013 Recovery proceeds -23.8% 0.37

CHS Engineering Services 17 Dec 2010 Provision -31.2% 0.36

Lambert Contracts 17 Jun 2013 Provision -39.0% 0.32

Fletcher Shipping 28 Aug 2013 Provision -86.7% 0.14

Total (33)

Summary**

5.8% 1.20

Source: Maven Capital Partners. Note: This is a list of Maven’s private equity investments initiated between May 2006 and December 2018 and currently unrealised. *Investment not led by Maven. **calculated as if one investment.

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Appendix 3: Property investments (realised)

Exhibit 6: Property investments (realised)

Initial investment Type IRR (%) Multiple of cost (x)

Courthouse** Apartments

(Dundee)

Apr-15 Student accommodation 31.2 2.37

Hotel Indigo

(Glasgow)

Dec-13 Hotel 13.9 1.93

Claremont House - Glasgow

Dec-13 PBSA 17 1.33

333 Bath street - Glasgow

Jan-15 PBSA 58*** 1.47

Total (4)

Average* 26.25*** 1.77***

Source: Maven Capital Partners. Note: Any small residual amount of sale proceeds still to be paid to investors would have no meaningful impact on the returns shown. *average – calculated as if one investment. **known as Marketgait Apartments. ***This investment was exited within one year, which unnaturally inflated the IRR of the realised portfolio.

Appendix 4: Property investments (unrealised)

Exhibit 7: Property investments (unrealised)

Initial investment

Type Valuation basis

IRR (%)** Multiple of cost (x)

Maven Capital (Llandudno)* Apr-13 Hotel Cost N/A N/A

Maven Capital (Telfer House)* Apr-14 Hotel Cost N/A N/A

Maven Capital (Marlow) May-14 Office refurbishment Cost N/A N/A

Maven Capital (Cardiff)* Apr-15 Hotel Cost N/A N/A

Maven Capital (Maidenhead) Sep-15 Office refurbishment Cost N/A N/A

Maven Capital (Paradigm) Dec-15 Commercial property portfolio

Cost N/A N/A

Maven Capital (Shire Hall Durham)* Apr-16 Hotel Cost N/A N/A

Maven Capital

(Inverness)*

Dec-16 Hotel Cost N/A N/A

Maven Capital

(Douglas House)*

Apr-17 Hotel Cost N/A N/A

Maven Capital

(Ambassador)

Aug-17 Residential Cost N/A N/A

Maven Capital

(Goldcrest)

Mar-18 Land & Planning Cost N/A N/A

Maven Capital

(Westerhill Road)

Jun-18 Office/Industrial Cost N/A N/A

Maven Property

(ABZ)

Aug-18 Office/Industrial Cost N/A N/A

Maven Property

(Carters Yard)

Aug-18 PBSA Cost N/A N/A

Total (14) N/A N/A

Average*** N/A N/A

Source: Maven Capital Partners. Note: *These investments have been structured using BPRA, which was available for refurbishing empty commercial properties (typically hotels) in qualifying areas and provided valuable tax relief at the time of the investment. Depending on when the investment was completed, it must be held for five or seven years from the point it is first used or available for letting following redevelopment, to ensure that the investor benefits from the BPRA. Therefore, Maven would typically expect to hold such investments for eight to nine years in total (including the time for redevelopment). BPRA ended in April 2017, after which no new BPRA investments will be made. **Unrealised property investments held by Maven are generally valued on a cost basis until a realisation is achieved. Seven of the 14 property investments listed were completed within the two years before date of analysis. As returns are not currently in the public domain for any of the unrealised investments, it is not possible to show meaningful IRR or multiples of cost. ***IRR: average – calculated as if one investment; multiple of cost: average – simple arithmetic average.

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Appendix 5: Maven managing property for third parties

Exhibit 8: Property investments managed by Maven on behalf of third parties (realised and unrealised).

Initial investment Type Valuation basis IRR (%) Multiple of cost (x)

Selly Oak - Birmingham

Mar-15 Development Cost 16.1 1.66

Gorgie Road – Edinburgh

Sep-15 Development Cost 18.4 1.56

Fontenoy Street - Liverpool

Sep-16 Development Cost N/A N/A

Nevilles Cross - Durham

Dec-16 Development Cost N/A N/A

Frog street - Exeter Jan-17 Development Cost N/A N/A

Hinton Rd - Bournemouth

Jun-17 Development Cost N/A N/A

HbH - Manchester Nov-17 Development Cost N/A N/A

Stirling - Forthside Nov-17 Development Cost N/A N/A

Southampton Nov-18 Development Cost N/A N/A

Total (9)

Summary* 17.25 1.61

Source: Maven Capital Partners. Note: *IRR: average – calculated as if one investment; multiple of cost: average – simple arithmetic average. Averages based only on realised investments.

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General disclaimer and copyright

This report has been commissioned by Maven Capital Partners and prepared and issued by Edison, in consideration of a fee payable by Maven Capital Partners. Edison Investment Research standard fees are £49,500 pa

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