BRITISH SMALLER COMPANIES VCT PLC

Regulatory Filings • Apr 10, 2014

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (''FSMA'').

THIS DOCUMENT HAS BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS RULES MADE UNDER FSMA AND HAS BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY (''FCA'') IN ACCORDANCE WITH FSMA AND CONSTITUTES A SUPPLEMENTARY PROSPECTUS (THE "SUPPLEMENTARY PROSPECTUS") ISSUED BY BRITISH SMALLER COMPANIES VCT PLC ("BSC") AND BRITISH SMALLER COMPANIES VCT2 PLC ("BSC2") (BSC AND BSC2 TOGETHER THE "VCTs"). THIS SUPPLEMENTARY PROSPECTUS IS SUPPLEMENTAL TO AND SHOULD BE READ IN CONJUNCTION WITH THE SECURITIES NOTE, REGISTRATION DOCUMENT AND SUMMARY, EACH DATED 14 JANUARY 2014 TOGETHER CONSTITUTING A PROSPECTUS (THE "PROSPECTUS") ISSUED BY THE VCTs, SUCH PROSPECTUS CONTAINING OFFERS FOR SUBSCRIPTION OF ORDINARY SHARES IN THE CAPITAL OF EACH OF THE VCTs ("OFFER SHARES") TO RAISE UP TO £30 MILLION, IN AGGREGATE ("THE OFFERS"). 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 IS ACTING FOR THE VCTs AND NO-ONE ELSE IN CONNECTION WITH THE OFFERS AND THIS SUPPLEMENTARY PROSPECTUS AND, SUBJECT TO ITS RESPONSIBILITIES AND LIABILITIES IMPOSED BY FSMA OR THE REGULATORY REGIME ESTABLISHED HEREUNDER, WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF HOWARD KENNEDY CORPORATE SERVICES LLP OR FOR PROVIDING ADVICE IN CONNECTION WITH THE OFFERS. HOWARD KENNEDY CORPORATE SERVICES LLP IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY.

THIS DOCUMENT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH THE PROSPECTUS DIRECTIVE, ENGLISH LAW AND THE RULES OF THE UKLA AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD BE DISCLOSED IF THIS DOCUMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF A JURISDICTION OUTSIDE ENGLAND.

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

British Smaller Companies VCT PLC (Incorporated in England and Wales with registered number 03134749) British Smaller Companies VCT2 PLC

(Incorporated in England and Wales with registered number 04084003)

Events arising since publishing the Prospectus

The publication of this Supplementary Prospectus is a regulatory requirement under the Prospectus Rules and Section 87G of FSMA following the publication by BSC2 of the annual reports and accounts for the period ended 31 December 2013. The Prospectus Rules and section 87G of FSMA require the issue of a supplementary prospectus if, in the relevant period (being, for these purposes, the later of the closure of the Offers and the time when trading in the Offer Shares issued under the Offers on the London Stock Exchange begins), there exists or is noted a significant new factor, material mistake or inaccuracy relating to the information included in the prospectus relating to the Offers. This Supplementary Prospectus has been approved for publication by the FCA.

Save as otherwise amended in this Supplementary Prospectus, the Offers are being made on the terms and subject to the conditions set out in full in the Prospectus. Investors who have already submitted Application Forms for Offer Shares in BSC2, and who have not yet received an allotment of those Offer Shares, may withdraw such applications with BSC2 accepting withdrawals of such applications until 5.00 pm on 14 April 2014. These withdrawal rights do not apply to applications for Offer Shares in BSC. Investors should seek their own legal advice in regard to such withdrawal rights. Investors who wish to withdraw their applications for Offer Shares in respect of BSC2 should contact YFM Equity Partners on telephone number 0113 294 5055 (no investment advice can be given). Withdrawals of applications can only be made by telephone.

Copies of this Supplementary Prospectus and the Prospectus may be viewed on the National Storage Mechanism (NSM) of the UKLA at http://www.hemscott.com/nsm.do, and this Supplementary Prospectus and the Prospectus are available free of charge from the offices of the VCTs at Saint Martins House, 210-212 Chapeltown Road, Leeds, West Yorkshire LS7 4HZ.

1 Significant new factor

On 28 March 2014, BSC2 announced its financial results for the year ended 31 December 2013 (the "BSC2 2013 Accounts"). BSC2's auditors, Grant Thornton UK LLP, have reported on the BSC2 2013 Accounts without qualification and without statements under sections 495 to 497 of CA 2006.

The BSC2 2013 Accounts were prepared in accordance with International Financial Reporting Standards and contain a description of BSC2's financial condition, changes in financial condition and results of operation for the financial year ended 31 December 2013 and are being incorporated by reference into this Supplementary Prospectus. In the BSC2 2013 Accounts, BSC2 reported that as at 31 December 2013 its net assets were £30,458,000, giving a net asset value per Ordinary Share of 65.6p.

Copies of the BSC2 2013 Accounts are available on YFM Equity Partner's website (www.yfmep.com). The parts of the BSC2 2013 Accounts which are not incorporated into this Supplementary Prospectus by reference are either not relevant for investors or are covered elsewhere in this Supplementary Prospectus or the Prospectus.

2 Documents incorporated by reference

To the extent that there is any inconsistency between any statement in or incorporated by reference in this Supplementary Prospectus and any other statement in or incorporated by reference in the Prospectus, the statements in or incorporated by reference in this Supplementary Prospectus will prevail.

The information set out below relating to BSC2 is incorporated by reference in this document and is available as indicated above:

Information incorporated by reference	Page references of the BSC2 2013 Accounts
Financial Summary and Highlights	Pages 3-5
Chairman's Statement	Pages 6-8
Objectives and Investment Policy	Page 9
Fund Manager's Review	Pages 10-13
Investment Portfolio	Pages 14-26
Valuation of Investments	Page 27
Key Performance Indicators	Page 28
Risk Factors	Page 29
Other Matters	Page 30
Directors	Page 31
Directors' Report	Pages 32-34
Corporate Governance	Pages 35-39
Directors' Remuneration Report	Pages 40-42
Independent Auditor's Report	Pages 44-45
Statement of Comprehensive Income	Page 46
Balance Sheet	Page 47
Statement of Changes in Equity	Pages 48-49
Statement of Cash Flows	Page 50

Notes to the Financial Statements	Pages 51-69
Total Net Assets (£'000)	30,458
Change in Net Assets (£000)	200*
Net Asset Value per Share	65.6p
Dividends paid per Share	-
Cumulative Dividends paid per Share	39.0p

* since 30 June 2013

4 Supplements to the Summary

As a result of the publication of the BSC2 2013 Accounts, the summary document which forms part of the Prospectus is hereby supplemented as follows:

B7	Selected key financial information	Selected historical financial information relating to BSC2 for the year ended 31 December 2013, which has been extracted without material adjustment from the historical financial information referred to below is set out in the following table:
			Audited Financial Results for the Year Ended 31 December 2013
		Net Assets (£000)	30,458
		Net Asset Value per Share	65.6p
		Total Return per Share	104.6p
		Cumulative dividend paid per Share	39.0p
		information set out above.	Not applicable. There has been no significant change in the financial condition and operating results of BSC2 during or subsequent to the period covered by the historical
B10	Qualifications in the audit reports	Not applicable There were no qualifications in the audit reports for BSC2 for the years ended 31 December 2010, 31 December 2011, 31 December 2012 and 31 December 2013.

10 April 2014