UNICORN AIM VCT PLC

Prospectus • Dec 12, 2013

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 bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000.

UNICORN AIM VCT PLC

(Registered in England and Wales under number 04266437) ISIN: GB00B1RTFN43

Supplementary Prospectus

Offer for Subscription to raise up to £20 million through the issue of up to 25 million New Shares

Important Notice

This document constitutes a supplementary prospectus prepared in accordance with the Prospectus Rules and approved by the FCA ("Supplementary Prospectus"). This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus, dated 20 September 2013 ("the Prospectus") issued by Unicorn AIM VCT PLC ("the Company"), such Prospectus containing an offer for subscription of up to 25 million ordinary shares of 1p each in the capital of the Company ("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.

Persons receiving this document should note that BDO LLP ("BDO"), the sponsor for the Company, is acting for the Company and no-one else and will not be responsible to any other party other than the Company for providing the protections afforded to customers of BDO (subject to the responsibilities and liabilities imposed by FSMA and the regulatory regime established thereunder) in providing advice in connection with the Offer. BDO is authorised and regulated in the United Kingdom by the FCA.

In connection with the Offer, LGBR Capital LLP ("LGBR"), the promoter to the Offer, is acting for the Company and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to customers of LGBR, nor for providing advice in relation to the Offer. LGBR is authorised representative of First Trust Global Portfolios Limited which is authorised and regulated in the United Kingdom by the FCA.

Responsibility

The Company and the Directors of the Company accept responsibility for the information contained in the Prospectus and this Supplementary Prospectus. To the best of the knowledge and belief of the Company and the Directors of the Company (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

Audited statutory accounts for the year ended 30 September 2013 (the "2013 Accounts")

On 6 December 2013, the Company published the 2013 Accounts, which are being incorporated by reference and can be accessed at the following website, www.unicornaimvct.co.uk. The 2013 Accounts contain a description of the Company's financial condition, changes in financial condition and results of operation for the financial year ended 30 September 2013. The Company's auditors, BDO LLP, Registered Auditor, 55 Baker Street London W1U 7EU have reported on the 2013 Accounts without qualification and without statements under sections 495 to 497 of CA 2006. The 2013 Accounts were prepared in accordance with UK generally accepted accounting practice (GAAP), the fair value rules of CA 2006 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts.

1	Historical Financial Information Nature of Information	2013 Accounts Page No.
	Income statement	42
	Balance sheet	43
	Reconciliation of movements in shareholders' funds	44
	Cash flow statement	44
	Accounting policies	45 – 46
	Notes to the financial statements	45 – 60
	Independent auditors' report	40 – 41

2 Selected Financial Information

The key figures that summarise the financial condition of the Company, 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)	70,596,000
Total gross assets	73,992,000
Net assets	73,673,000
Net asset value per share	129.78p
Earnings per share (p)
Earnings (i.e. revenue return)	0.77p
Capital return	30.71p
Total return	31.48p
Dividends per share (p)	5.0p

The Directors are proposing a final dividend of 6.0p for the year ended 30 September 2013.

3 Operating and Financial Review

The operating and financial review of the Company, for the year ended 30 September 2013, is included in the 2013 Accounts as set out below:

2013 Accounts Page No.
2
11 – 15
16 – 23
25 – 27

Supplements to the Summary

As a result of the publication of the 2013 Accounts, the summary section of the Prospectus is hereby supplemented as follows:

B7	Selected financial	Certain selected historical information of the Company is set out below:
	information	Year ended 30 September 2013
	and statement of	(audited)
	any	Investment income £1,174,000
	significant changes	Net revenue on ordinary activities £440,000 before taxation
		Revenue earnings per Share 0.77p
		Dividends paid per Share 5.0p paid in the year
		Total assets £73,992,000
		NAV per Share 129.78p

		The Company's net asset value per Share has increased from 104.15p as at 30 September 2010 to 129.78p as at 30 September 2013 and dividends of 14p in aggregate have been paid per Share between financial years 1 October 2009 and 30 September 2013. Save for the movement in NAV from 121.06p (as at 31 August 2013) to 140.07p as at 29 November 2013 and the proposed final dividend of 6.0p per Share for the year ended 30 September 2013, there has been no significant change in the financial condition and operating results of the Company since 20 September 2013, the date of the Prospectus, to the date of this document.
B10	Qualifications						Not applicable. There was no qualification in the audit report for the Company in the years
	in the audit
	report	ended 30 September 2011, 2012 and 2013.
B45	Investment	The Company predominantly invests in a diverse portfolio of AIM quoted companies. A summary of the Company's portfolio is set out below:
	portfolio
		Net	NAV per	Dividends	Total	Number of	Carry value of
		assets*	Share*	paid**	Return***	investments*	investments
		(£m)	(p)	(p)	(p)		(£m)*
		73.7	129.78	14	143.78	62	70.6
		* as at 30 September 2013 (audited)
		** since 9 March 2010, the date on which the Company merged with Unicorn AIM VCT II plc and excluding the proposed final dividend of 6.0p per Share for the year ended 30 September 2013
		*** NAV per Share plus dividends paid since 9 March 2010, the date on which the Company merged with Unicorn AIM VCT II plc and excluding the proposed final dividend of 6.0p per Share for the year ended 30
		September 2013
B46	Most recent			As at 29 November 2013, the unaudited NAV per Share was 140.07p.
	NAV per
	Share

No Significant Change

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

The Offer is being made on the terms and subject to the conditions of the Prospectus. The publication of this Supplementary Prospectus triggers the right for investors to withdraw their applications made in respect of the Offer under section 87Q of the Financial Services and Markets Act 2000. The Company will accept withdrawals of applications by telephone or by post until 5.00 p.m. on 16 December 2013. Investors who wish to withdraw their applications should contact Unicorn AM (the manager of the Company) on 020 7253 0889 or LGBR (the promoter to the Offer) on 020 3195 7100 (no investment, financial or tax advice can be given) or by writing to the receiving agent Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Availability of Supplementary Prospectus and Prospectus

Copies of the Prospectus and this document are available free of charge from the national storage mechanism (www.morningstar.co.uk/uk/NSM), the manager of the Company (Unicorn AM) and the promoter to the Offer (LGBR):

Unicorn Asset Management Limited LGBR Capital LLP First Floor Office, Preachers Court 8 Angel Court The Charterhouse, Charterhouse Square London London EC1M 6AU EC2R 7HJ telephone: 020 7253 0889 telephone: 020 3195 7100 download: www.unicornam.com download: www.lgbrcapital.com email: info@unicornam.com email: sales@lgbrcapital.com

12 December 2013