Half-year Report

Maven Income and Growth VCT 2 PLC

Interim Management Report for the six months ended 31 July 2016 (unaudited)

The Directors announce the unaudited Interim Management Report for the six months ended 31 July 2016.

Highlights

· NAV total return of 97.69p per share at 31 July 2016, compared to 97.47p at 31 January 2016

· NAV at 31 July 2016 of 50.97p per share, after payment of the final dividend of 2.25p per share

· Interim dividend declared of 2.00p per share (2015: 2.00p)

· Exit from Dantec Hose, generating a total return multiple of 2.1 times cost

· New investments completed in The GP Service (UK) and Rockar

· Strong pipeline of new rule qualifying private equity investments

Overview

In the period under review NAV total return increased to 97.69p per share. This is in line with your Company's continuing objective of delivering long term capital appreciation whilst also generating maintainable levels of income for Shareholders.

Your Board and the Manager recognise the importance of dividends to Shareholders and the Directors are pleased to declare an interim dividend of 2.00p per share for the period to 31 July 2016.

The portfolio now extends to 55 private and AIM listed company holdings, many of which are paying a regular yield, offering a combination of capital and revenue returns with the aim of underpinning Shareholder value in the years ahead. During the period under review, Maven was pleased to complete new investments in The GP Service (UK) and Rockar. 

During the reporting period Maven has focused on the practical implementation of the new VCT rules, which were enacted in November 2015 and detailed in the 2016 Annual Report. The revised legislation brings the UK VCT scheme into line with European Union (EU) State Aid Rules for smaller company investment and imposes a number of restrictions on the types of transactions and companies which VCTs are able to invest in. The rules specifically prohibit participation in management buy-outs or acquisitions, and limit the ability to support older companies unless certain criteria are met. Whilst this means that your Company can no longer finance certain transactions, the Manager's investment team has a strong track record of investing development capital in companies which meet the revised VCT qualification criteria.

Dividends

The Board has declared an interim dividend of 2.00p per Ordinary Share, comprising 0.2p of revenue and 1.8p of capital, to be paid on 28 October 2016 to Shareholders on the Register at 30 September 2016. Since the Company's launch, and after receipt of the interim dividend, Shareholders will have received 48.72p per share in tax-free dividends. The effect of paying the dividend will be to reduce the NAV of the Company by the total cost of the distribution.

On 24 August 2015 the Board announced that, under the Terms and Conditions of the Company's Dividend Investment Scheme (DIS), the Directors had resolved that, in light of the investment restrictions proposed in the Government's July 2015 Budget, the DIS was to be suspended with immediate effect. This would allow the Directors and the Manager to review the changes to the VCT legislation and to consider the potential impact of these on the Company's future investment strategy. As a result, until further notice, all future dividends will be paid to Shareholders by either cheque or direct bank transfer using existing mandate instructions.

Portfolio Developments

The private equity portfolio has generally performed well, with positive trading results having led to valuation uplifts for a number of companies operating across a range of sectors. The Board has, however, elected to take provisions against the values of two businesses with an exposure to the oil & gas sector.

Nenplas, a manufacturer and distributor of plastic extrusions for a variety of applications, has continued to perform ahead of plan due to operational efficiencies achieved through the integration of Polyplas, increased sales volumes, lower raw material costs and favourable market conditions, particularly within the leisure and mobile home sectors. The company has repaid all of its senior debt and remains a highly cash generative and valuable portfolio asset.

Cursor Controls, a global leader in the design and niche manufacture of trackball pointing solutions for industrial applications, has performed well since Maven clients invested in July 2015. The business delivered impressive organic growth in the year to 31 December 2015 and is forecast to build on this in the current year. In April 2016 Cursor completed the acquisition of a Belgian distributor, which is expected to be significantly earnings enhancing.

The year to 31 December 2015 was another excellent trading period for John McGavigan, a manufacturer and supplier of technical plastic components and interior parts for the global automotive industry. The first quarter of 2016 has continued this positive trend, with further organic growth in both China and Scotland enhanced by the benefits of a number of productivity improvement projects. The order book remains strong, providing increased visibility of future revenues for the business.

The UK's largest provider of promotional merchandise, SPS (EU), has experienced excellent growth under private ownership since Maven clients invested in February 2014. Operational improvements have enhanced profitability, whilst organic growth has been supplemented through two complementary acquisitions, High Profile Plastic and TEC, both of which were completed in the year to 31 December 2015. The business is forecasting to deliver further growth in the current financial year and make operational efficiencies, as a result of the implementation of a new enterprise resource planning system.

DPP provides mechanical and electrical maintenance and installation services, mainly to the leisure, hospitality and retail sectors in the south of England and Wales. The company differentiates itself from competitors by employing a large and highly responsive team of skilled engineers. Following the loss of a significant customer in 2014, the company restructured its operations and has now secured a number of new contracts, allowing the business to materially improve its trading performance over the past twelve months.

Maven clients first invested in Just Trays, the UK's leading manufacturer of shower trays and related accessories, in June 2014. Subsequently the business has increased its customer base and extended its product range, with a number of innovative new products to be launched in the current financial year. Just Trays repaid its bank debt in full during 2015 and is planning to invest in automation in the coming year, which should help improve the production facility and increase operating margins.

As well as reflecting good trading performance across the portfolio, your Board and the Manager continue to be mindful of the possible effects of the enduring low oil price on those companies that operate in the oil & gas market. The Manager has worked closely with these companies as they have implemented overhead reduction programmes, targeted at reducing the cost base and closing non-core operations with a view to conserving cash and positioning the businesses for recovery. Across the energy services sector, budgets have been set conservatively based on the expectation that the remainder of 2016 will be challenging, with recovery starting to feed through in 2017 as the oil price stabilises and the pent up demand for essential maintenance and repair work is released. In response to these market conditions, the valuations of Glacier Energy Services and HCS Control Systems Group have been reduced. The Board and the Manager believe that the valuations of the remaining portfolio assets with exposure to the energy services sector remain fair and reasonable and the exit from Dantec Hose, along with a number of other realisations in the previous reporting period, has significantly reduced your Company's exposure to this sector. The remaining assets in this sector are focused on the operational expenditure segment of the industry, rather than being dependent on large capital expenditure programmes or exploration projects.

New Investments

During the period, two new private company assets were added to the portfolio:

· The GP Service (UK) is a provider of on-line medical consultation services, delivered through a web-based platform (www.thegpservice.co.uk) and which offers GP consultations via a video link, with prescriptions issued to a pharmacy of the user's choice. The investment will enable The GP Service to accelerate the roll out of its service across new geographic locations and to develop a range of products and services where there are strong market drivers.

· Rockar is an innovative motor retailer with a disruptive technology platform led by a team with extensive experience of the sector. The investment will enable Rockar to enhance its product offering and finance new dealerships in major shopping centres, working in partnership with well-known brands including Jaguar Land Rover and Hyundai. The investment completed in July 2016, with Maven clients investing alongside NVM Private Equity.

The following investments have been completed during the reporting period:

At the period end, the portfolio stood at 55 unlisted and quoted investments, at a total cost of £16.4 million.

Realisations

In February 2016 your Company realised its investment in Dantec Hose through a sale to an overseas trade buyer, achieving a return of 2.1 times cost over the life of the investment. Maven clients funded the management buy-out of Dantec Hose, a manufacturer of flexible composite hoses used by a wide range of industries, in September 2011.

Subsequent to the period end, the Manager has been engaged with several other investee companies and prospective acquirers at various stages of a potential exit process. This realisation activity reflects the increasing maturity of a number of holdings, but it should be noted that there can be no certainty that these discussions will lead to profitable exits.

The table below gives details of all realisations achieved, and deferred considerations received, during the reporting period:

1Proceeds exclude yield and redemption premiums received, which are disclosed as revenue for financial reporting purposes.

The table above includes the redemption of loan notes by a number of investee companies.

Material Developments Since the Period End

No new investments have been made since 31 July 2016. However, given the strength of the current pipeline of investment opportunities, the Manager expects to complete a number of VCT qualifying transactions prior to the year-end. Other than a minor repayment of loan notes by DPP, no realisations have taken place subsequent to the period end.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company were set out in full in the Strategic Report contained within the 2016 Annual Report, and are the risks associated with investment in small and medium sized unlisted and AIM/ISDX quoted companies which, by their nature, carry a higher level of risk and are subject to lower liquidity than investments in large quoted companies. The valuation of investee companies may be affected by economic conditions, the credit environment and other risks including legislation, regulation, adherence to VCT qualifying rules and the effectiveness of the internal controls operated by the Company and the Manager. These risks and procedures are reviewed regularly by the Audit and Risk Committee and reported to your Board. The Board has confirmed that all tests, including the criteria for VCT qualifying status, continue to be monitored and met.

Share Buy-backs

Shareholders have given the Board authority to buy back shares for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders. It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, shares will be bought back at prices representing a discount of between 10% and 20% to the prevailing NAV per share. During the period under review 217,000 Shares were bought back at a total cost of £101,000.

Regulatory Developments

As detailed in the 2016 Annual Report, the July 2015 Budget received Royal Assent on 18 November 2015, bringing into statute a number of material changes to the legislation governing the UK VCT scheme, aligning it with EU State Aid Rules for smaller company investment. The new rules impose specific restrictions on the types of transactions and companies which VCTs are able to pursue in order to retain qualifying status. As a further amendment, the March 2016 Budget statement included an announcement that there would be changes to the rules governing non-qualifying investments for VCTs. With effect from 6 April 2016 VCTs are only permitted to make qualifying investments and certain limited investments for liquidity purposes, with other non- qualifying investments prohibited. Given the complexity of the new rules, and in order to ensure ongoing compliance, the Company continues to engage the services of an adviser to assist in interpreting the revised legislation in relation to proposed new transactions.

Since the announcement of the new rules, along with other leading VCT managers, Maven has been engaged in a consultation process led by the industry representative body the Association of Investment Companies (AIC). The AIC has been in discussion with HM Treasury to present the case for permitting an element of replacement capital in certain circumstances in new VCT transactions. This dialogue is ongoing and Shareholders will be kept up to date on any new developments.

On 3 July 2016 the EU's Market Abuse Regulation (MAR) came into force, replacing the Market Abuse Directive (MAD) in the UK, and is now applicable to all UK Listed and AIM quoted companies. The aim of MAR is to enhance market integrity and investor protection and, although on similar lines to MAD, its scope has been expanded to include financial instruments traded on multilateral trading facilities, organised trading facilities and certain 'over-the-counter' activities, and will also introduce new rules on the disclosure of inside information, insider lists and share dealings by persons discharging managerial responsibilities. Maven anticipates that compliance with MAR will not have a significant impact on the activities of its VCT clients, and all relevant policies and procedures have been updated as appropriate.

Outlook

Shareholders will be aware of the result of the Referendum held on 23 June 2016, in which the electorate expressed the wish that the UK should leave the EU. Although the full impact of this decision will become clearer over the coming months, the businesses in which your Company has invested will maintain or adapt their growth strategies as appropriate, with many exporters already seeing a short-term benefit from the devaluation of sterling against several major currencies that has occurred to the date of this report.

The Directors are mindful that the introduction of the revised legislation has imposed a number of restrictions on the types of businesses and transactions in which VCTs can invest. This will require the Manager to focus on the provision of development capital or investing in businesses with growth finance requirements, at the expense of management buy-out or acquisition based transactions which have traditionally offered more predictable returns. Your Board is confident that the experienced investment resource available to the Manager across its national office network remains capable of sourcing high quality opportunities which comply with the amended rules, whilst continuing to meet its rigorous investment quality criteria.

Notwithstanding the impact of recent legislative changes, your Board remains committed to delivering its core objectives of achieving long term capital appreciation and generating maintainable levels of income for Shareholders. The current portfolio of private company holdings offers the ability to maintain a regular yield for your Company and support future shareholder returns.

On behalf of the Board

Maven Capital Partners UK LLP

Secretary

23 September 2016

Summary of Investment Changes

For the Six Months Ended 31 July 2016

Investment Portfolio Summary

As at 31 July 2016

Investment Portfolio Summary (continued)

As at 31 July 2016

1 Other clients of Maven Capital Partners UK LLP.

2 Secured loan notes in respect of deferred consideration.

Income Statement

For the Six Months Ended 31 July 2016

A Statement of Total Recognised Gains and Losses has not been prepared, as all gains and losses are recognised in the Income Statement.

All items in the above statement are derived from continuing operations. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.

The total column of this statement is the Profit and Loss Account of the Company.

Reconciliation of Movements in Shareholders' Funds

For the Six Months Ended 31 July 2016

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

Balance Sheet

As at 31 July 2016

The Financial Statements of Maven Income and Growth VCT 2 PLC, registered number 4135802, were approved and authorised for issue by the Board of Directors on 23 September 2016 and were signed on its behalf by:

John Lawrence MBE

Director

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

Cash Flow Statement

For the Six Months Ended 31 July 2016

\* The July 2015 cash flow has been restated for the presentational requirements of FRS 102.

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

Notes to the Financial Statements

For the Six Months Ended 31 July 2016

1. Accounting Policies

The financial information for the six months ended 31 July 2016 and the six months ended 31 July 2015 comprises non-statutory accounts within the meaning of S435 of the Companies Act 2006. The financial information contained in this report has been prepared on the basis of the accounting policies set out in the Annual Report and Financial Statements for the year ended 31 January 2016, which have been filed at Companies House and which contained an Auditor's Report which was not qualified and did not contain a statement under S498(2) or S498(3) of the Companies Act 2006.

2. Movement in reserves

3. Returns per Ordinary Share

Directors' Responsibility Statement

The Directors confirm that, to the best of their knowledge:

· the Financial Statements for the six months ended 31 July 2016 have been prepared in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland;

· the Interim Management Report includes a fair review of the information required by DTR 4.2.7R in relation to the indication of important events during the first six months, and of the principal risks and uncertainties facing the Company during the second six months, of the year ending 31 January 2017; and

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

Other information

The NAV per Ordinary Share has been calculated using the number of Ordinary Shares in issue at 31 July 2016 of 40,872,617.

A full copy of the Interim Report and Financial Statements will be printed and issued to Shareholders.

Copies of this announcement will be available to the public at the office of the Manager, Maven Capital Partners UK LLP, 205 West George Street, Glasgow G2 2LW; at the registered office of the Company: Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF; and in due course on the Company's website at www.mavencp.com/migvct2.

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

By order of the Board

Maven Capital Partners UK LLP

Secretary

23 September 2016