INCOME & GROWTH VCT (THE) PLC

Regulatory Filings • Mar 23, 2012

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

Supplementary Prospectus

Linked Offer for Subscription to raise in aggregate up to £21,000,000 by way of an issue of Offer Shares

Matrix Income & Growth VCT plc

Matrix Income & Growth 4 VCT plc

The Income & Growth VCT plc

Registered in England and Wales under number 05153931

Registered in England and Wales under number 03707697

Registered in England and Wales under number 04069483

Important Notice

This document constitutes a supplementary prospectus prepared in accordance with the Prospectus Rules and approved by the FSA ("Supplementary Prospectus"). This Supplementary Prospectus is supplemental to, and should be read in conjunction with the securities note, registration document and summary, each dated 20 January 2012, together constituting a prospectus ("Prospectus"), issued by Matrix Income & Growth VCT plc ("MIG"), Matrix Income & Growth 4 VCT plc ("MIG 4") and The Income & Growth VCT plc ("I&G") (together "the Companies"), such Prospectus containing an offer for subscription of ordinary shares of 1p each in the capital of each of the Companies ("Offer Shares") to raise up to £21,000,000 in aggregate ("the Offer"). Except as expressly stated herein, or unless the context otherwise requires, the definitions used or referred to in the Prospectus also apply in this Supplementary Prospectus.

In connection with the Offer, Matrix Corporate Capital LLP, the UKLA sponsor, is acting for the Companies and no-one else and will not be responsible to any other party other than the Companies for providing the protections afforded to customers of Matrix Corporate Capital LLP (subject to the responsibilities and liabilities imposed by FSMA and the regulatory regime established thereunder) nor for providing advice in connection with the Offer. Matrix Corporate Capital LLP is authorised and regulated in the UK by the Financial Services Authority ("FSA").

In connection with the Offer, Matrix Private Equity Partners LLP ("Matrix"), the promoter of the Offer, is acting for the Companies and no-one else and will not be responsible to anyone other than the Companies for providing the protections afforded to customers of Matrix, nor for providing advice in relation to the Offer. Matrix is authorised and regulated in the UK by the FSA.

Responsibility

The Companies and the Directors of the Companies accept responsibility for the information contained in the Prospectus and this Supplementary Prospectus. To the best of the knowledge and belief of the Companies and the Directors of the Companies (who have taken all reasonable care to ensure that such is the case) the information contained in the Prospectus and this Supplementary Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

Events arising since publishing the Prospectus

On 23 March 2012, MIG announced its annual results for the year ended 31 December 2011. The audited annual report ("MIG 2011 Annual Report"), which is being posted to Shareholders today, is being incorporated by reference and can be accessed at the following website, www.migvct.co.uk. The MIG 2011 Annual Report contains a description of the company's financial condition, changes in financial condition and results of operation for the financial year ended 31 December 2011. The auditors, PKF (UK) LLP, Registered Auditor, of Farringdon Place, 20 Farringdon Road, London EC1M 2AP have reported on the annual statutory accounts without qualification and without statements under sections 495 to 497 of CA 2006 (as applicable). The MIG 2011 Annual Report referred to above was prepared in accordance with UK generally accepted accounting practice (GAAP), the fair value rules of the Companies Acts and the Statement of Recommended Practice Financial Statements of Investment Trust Companies and Venture Capital Trusts.

1	Historical Financial Information	MIG 2011 Annual Report Page No.
	Nature of Information
	Income statement	32
	Balance Sheet	33
	Reconciliation of Movements in Shareholders' Funds	34
	Cash flow statement	35
	Accounting policies	36-37
	Notes to the accounts	36-54
	Independent auditor's report	31

2 Selected Financial Information

The key figures that summarise the financial condition of MIG, which have been extracted without material adjustment from the historical financial information referred to in Section 1 above, are set out in the following table:

Capital	£
Total fixed assets (investments)	27,418,790
Total gross assets Net assets Net asset value per share (Ordinary Shares)	40,957,212 40,726,175 95.59p
Earnings per share (p)
Earnings (i.e. revenue return)	2.25p
Capital return	1.64p
Total return	3.89p
Dividends per share (p)
Per Ordinary Share	5.5p

A final dividend of 6.25 pence per Ordinary Share is to be recommended to shareholders at the Annual General Meeting of the Company to be held on 10 May 2012.

3 Operating and Financial Review

The operating and financial review of MIG, for the year ended 31 December 2011, is included in the MIG 2011 Annual Report as set out below:

Nature of Information	MIG 2011 Annual Report
	Page No.
Chairman's statement	5-7
Investment manager's review	8-13
Investment portfolio summary	14-15
Directors' report	17-22

No Significant Change

Save as disclosed in this document, there has been no significant change and no significant new matter since the publication of the Prospectus.

Save as otherwise amended herein, the Offer is being made on the terms and subject to the conditions of the Prospectus. The Companies will accept withdrawals of applications made in respect of the Offer until close of business on 27 March 2012. Investors who wish to withdraw their applications should contact The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF on 0131 220 8226 (no investment advice can be given).

Availability of Supplementary Prospectus and Prospectus

Copies of the Prospectus and this document are available free of charge from the office and website of the promoter of the Offer:

Matrix Private Equity Partners LLP	telephone: 020 3206 7000
One Vine Street,	download: www.matrixvcts.co.uk
London W1J 0AH	email: vctfundraising@matrixgroup.co.uk