INCOME & GROWTH VCT (THE) PLC

Prospectus • Dec 19, 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 stockbroker, solicitor, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

Mobeus Income & Growth VCT plc

Mobeus Income & Growth 2 VCT plc

Mobeus Income & Growth 4 VCT plc

The Income & Growth VCT plc

Registered in England & Wales under number 05153931

under number 03946235

Registered in England & Wales

Registered in England & Wales under number 03707697

ISIN: GB00B01WL239 ISIN: GB00B0LKLZ05 ISIN: GB00B1FMDH51 ISIN: GB00B29BN198

Registered in England & Wales under number 04069483

Supplementary Prospectus

Linked offer for subscription to raise, in aggregate, £24 million through the issue of up to 10 million Offer Shares in each Company

Important Notice

This document constitutes a supplementary prospectus prepared in accordance with the Prospectus Rules and approved by the Financial Conduct Authority ("FCA") ("Supplementary Prospectus"). This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus, dated 28 November 2013 ("the Prospectus") issued by Mobeus Income & Growth VCT plc ("MIG"), Mobeus Income & Growth 2 VCT plc ("MIG 2"), Mobeus Income & Growth 4 VCT plc ("MIG 4") and The Income & Growth VCT plc ("I&G") (together "the Companies" and each "a Company"), such Prospectus containing a linked offer for subscription of up to 10 million ordinary shares of 1p each in the capital of each 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 Howard Kennedy Corporate Services LLP (the sponsor to the Offer) and Mobeus Equity Partners LLP (the promoter to the Offer) are acting for the Companies and noone else and will not be responsible to anyone other than the Companies for providing the protections afforded to customers of Howard Kennedy Corporate Services LLP and Mobeus Equity Partners LLP (subject to the responsibilities and liabilities imposed by the Financial Services and Markets Act 2000 and the regulatory regime established thereunder) in providing advice in relation to the Offer. Howard Kennedy Corporate Services LLP and Mobeus Equity Partners LLP are authorised and regulated in the United Kingdom by the FCA.

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

I&G audited statutory accounts for the year ended 30 September 2013 (the "2013 I&G Accounts")

On 18 December 2013, I&G published the 2013 I&G Accounts, which are being incorporated by reference and can be accessed at the following website, www.incomeandgrowthvct.co.uk. The 2013 I&G Accounts contain a description of I&G's financial condition, changes in financial condition and results of operation for the financial year ended 30 September 2013. I&G's auditors, BDO LLP, Registered Auditor, 55 Baker Street London W1U 7EU have reported on the 2013 I&G Accounts without qualification and without statements under sections 495 to 497 of CA 2006. The 2013 I&G 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 I&G Accounts Page No.
Income statement	40
Balance sheet	41
Reconciliation of movements in shareholders' funds	42
Cash flow statement	43
Accounting policies	44 – 46
Notes to the financial statements	44 – 64
Independent auditors' report	37 – 39

2 Selected Financial Information

The key figures that summarise the financial condition of I&G, 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)	34,020,237
Total gross assets	61,299,241
Net assets	60,468,872
Net asset value per share	113.90p
Earnings per share (p)
Earnings (i.e. revenue return)	2.98p
Capital return	13.45p
Total return	16.43p
Dividends per share (p)	12.00p

The Directors are proposing a final dividend of 4p for the year ended 30 September 2013.

3 Operating and Financial Review

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

2013 I&G Accounts Page No.
3 – 4
5 – 10
11 – 16
18 – 22
23 – 26

Supplements to the Summary

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

B7	Selected financial	Certain selected historical information of I&G is set out below:
information and			Year ended 30 September 2013 (audited)
	statement of any	Investment income	£2,792,363
	significant changes	Profit/loss on ordinary activities before taxation	£8,209,391
		Earnings per I&G Share	16.43p
		Dividends per I&G Share	12.00p
		Total assets	£61,299,241
		NAV per I&G Share	113.90p

		I&G's net asset value per I&G Share has increased from 99.0p as at 30 September 2010 to 113.90p as at 30 September 2013 and dividends of 40.5p in aggregate have been paid per I&G Share between financial years 1 October 2009 and 30 September 2013. Save for the movements in the unaudited NAV per share from 110.5p (as at 30 June 2013) to 113.90p as at 30 September 2013 and the proposed final dividend of 4p per I&G Share for the year ended 30 September 2013, there has been no significant change in the financial condition and operating results of I&G since 28 November 2013, the date of the Prospectus, to the date of this document.
B10	Qualifications in the audit report	Not applicable. There was no qualification in the audit report for I&G in the years ended 30 September 2011, 2012 and 2013.
B45	Investment portfolio	The Companies invest in a diverse portfolio of UK unquoted companies. Investments are structured as part loan and part equity in order to generate regular income for the Companies and to generate capital gains from trade sales and flotations of investee companies. A summary of I&G's portfolio is set out below :
		Net assets* (£m)	NAV per Share* (p)	Dividends paid (p)	Total Return (p)	Number of venture capital investments*	Carry value of the venture capital investments (£m)*
		60.50	113.90	40.50	154.40	41	34.02
			* as at 30 September 2013 (audited)
B46	Most recent NAV per Share					As at 30 September 2013, the audited NAV per I&G Share was 113.90p.

No Significant Change

Save as disclosed in this document, there has been no significant change and no significant new matter in respect of the Companies 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 Companies will accept withdrawals of applications by telephone or by post until 5.00 p.m. on 23 December 2013. Investors who wish to withdraw their applications should contact Mobeus on 020 7024 7600 or info@mobeusequity.co.uk (no investment, financial or tax advice can be given) or by writing to the receiving agent Mobeus VCTs Linked Offer, The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF.

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) and the promoter of the Offer:

Mobeus Equity Partners LLP	telephone: 020 7024 7600
30 Haymarket	download: www.mobeusequity.co.uk/investor-area
London SW1Y 4EX	email: info@mobeusequity.co.uk

19 December 2013