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ALBION DEVELOPMENT VCT PLC

Prospectus Nov 17, 2014

4781_rns_2014-11-17_4bab2a99-b8c7-42fc-8ffa-9e511834b3b0.pdf

Prospectus

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SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A to E. This summary contains all of the Elements required to be included in a summary for the type of shares being issued pursuant to the prospectus issued by the Companies on 17 November, 2014 ("Prospectus") containing an offer for subscription ("Offer") of ordinary shares of 1p (or 10p in the case of Crown Place VCT) each in the capital of each of the Companies ("Shares") and the Companies being closed-ended investment funds. Some of the Elements are not required to be addressed and, as a result, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in this summary, it is possible that no relevant information can be given regarding that Element. In these instances, a short description of the Element is included, together with an appropriate 'Not applicable' statement.

A Introduction and Warnings
Al Warning This summary should be read as an introduction to the Prospectus. Any decision to invest in
the securities of the Companies should be based on consideration of the Prospectus as a
whole by the investor. Where a claim relating to the information contained in the Prospectus
is brought before a Court, the plaintiff investor might, under the national legislation of the
Member States,
have
to bear the
costs of
translating
the Prospectus
before
the
legal
proceedings are initiated. Civil liability attaches only to those persons who have tabled this
summary including any translation thereof, but only if this summary is misleading, inaccurate
or inconsistent when read together with the other parts of the Prospectus or it does not
provide, when read together with other parts of the Prospectus, key information in order to
aid investors when considering whether to invest in such securities.
A2 Use
of
the
Prospectus by
financial
intermediaries
for
subsequent
resale or final
placement
Each Company and their respective Directors consent to the use of the Prospectus, and
accept responsibility for the content of the Prospectus, with respect to subsequent resale or
final placement of securities by financial intermediaries from the date of the Prospectus until
the close of the offers. The offers are expected to close on or before 30 September 2015,
unless fully subscribed early or otherwise closed earlier or extended by the respective Board
to a date not later than 16 November 2015. There are no conditions attaching to this consent.
Financial intermediaries must give investors information on the terms and conditions of the
offer at the time they introduce the offer to investors. Any financial intermediary using the
Prospectus must state on its website that it is using the Prospectus in accordance with the
consent set out in the above paragraph.
Issuers
B1 Legal and Albion Development VCT PLC ("Albion Development VCT ")
commercial Albion Enterprise VCT PLC ("Albion Enterprise VCT")
Name Albion Technology & General VCT PLC
AlbionVentureCapitalTrustPLC
("Albion Technology & General VCT ")
("Albion
Venture
Capital
Trust
")
Crown Place VCT PLC ("Crown Place VCT ")
Kings Arms Yard VCT PLC ("Kings Arms Yard VCT")
(together "the Companies" and each a "Company").
B2 Domicile / Legal
form Legislation
/ Country of
Incorporation
with registered number 03654040. Albion Development VCT was incorporated and registered in England and Wales on 21
October 1998 with limited liability as a public limited company under the Companies Act 1985
Albion Enterprise VCT was incorporated and registered in England and Wales on 7
Albion Technology & General VCT was incorporated and registered in England and Wales on
21 November 2000 with limited liability as a public limited company under the Companies Act
1985 with registered number 04114310.
Albion Venture Capital Trust was incorporated and registered in England and Wales on 22
December 1995 with limited liability as a public limited company under the Companies Act
1985 with registered number 03142609.
Crown Place VCT was incorporated and registered in England and Wales on 14 January
1998 with limited liability as a public limited company under the Companies Act 1985 with
registered number 03495287.
Kings
Arms
Yard
VCT
December 1995 with limited liability as a public limited company under the Companies Act
1985 with registered number 03139019.
was
incorporated
and registered in
England
and
Wales
on
18
The principal legislation under which each Company operates is the Companies Act 2006 (and
regulations made thereunder) ("the Act").
B5 Group
description
Crown Place VCT PLC has two subsidiaries, CP1 VCT PLC and CP2 VCT PLC. No other Company
is part of a group.
B6 Material
shareholders /
Different
voting rights /
Control
As at 14 November 2014 (this being the latest practicable date prior to publication of
this document), no Company is aware of any person who, directly or indirectly, has or
will have an interest in its share capital or voting rights which is notifiable under UK law
(under which, pursuant to the Act and the Listing Rules and Disclosure and Transparency
Rules of the Financial Conduct Authority, a holding of 3 per cent. or more is required to be
notified to it).
All shareholders in each Company have the same voting rights in respect of the existing
share capital of that Company.
As at 14 November 2014 (this being the latest practicable date prior to publication of
this document),
no
Company
is
aware
of
any
person
who
directly
or
indirectly,
jointly or severally, exercises or could exercise control over a Company.
B7 Selected
financial
Certain selected historical information of each Company, which has been extracted without
material adjustment from the audited and unaudited financial statements referenced in the
information
and statement
following tables, is set out below:
of any Albion Financial year end to Half-year to 30 June
significant
changes
Development
VCT
Ordinary
Shares
2011 31 December (audited)
2012
2013 2013 (unaudited)
2014
Profit / loss on ordinary 1,443 1,138 1,681 1,025 598
activities before
taxation
(£'000)
Earnings per Share (p) 4.70 3.50 5.10 3.10 1.69
Dividends per Share (p) 5.00 5.00 5.00 2.50 2.50
Net assets (£'000) 22,905 23,860 25,175 25,485 26,520
NAV per Share (p) 75.50 74.00 74.10 74.60 73.30
AlbionDevelopment
VCTD
Shares
Financial year end to
31 December (audited)
Half-year to 30 June
(unaudited)
2011 2012 2013 2013 2014
Profit/loss on ordinary 163 550 947 404 172
activities before
taxation (£'000)
Earnings per Share (p)
2.50 8.40 14.40 6.00 2.65
Dividends per Share (p) 2.50 3.50 5.00 2.50 2.50
Net assets (£'000) 5,909 6,245 6,827 6,433 6,852
NAV per Share (p) 93.00 97.90 107.40 101.50 107.54
Albion
EnterpriseVCT
Financial year end to Half-year to 30
31 March (audited) September
2012 2013 2014 2012 (unaudited
2013
)
Profit / loss on 253 3,469 2,965 274 1,641
ordinary
activities before
taxation
(£'000)
Earnings per Share (p) 0.80 10.50 9.00 0.80 4.90
Dividends per Share(p) 3.00 3.50 5.00 1.75 2.50
Net assets (£'000) 27,963 29,599 32,056 27,345 31,086
NAV per Share (p) 84.90 92.90 96.90 84.60 95.40
Albion
Technology
&
Financial year to Half-year to 30 June
General VCT 31 December (audited) (unaudited)
2011 2012 2013 2013 2014
Profit / loss on ordinary 875 1,522 3,632 1,267 (2)
activities before
taxation
(£'000)
Earnings per Share (p)
Dividends per Share (p) 2.20
5.00
3.70
5.00
7.90
5.00
3.00
2.50
0.00
3.75
Net assets (£'000) 33,547 34,459 64,831 36,237 64,144
NAV per Share (p) 85.10 84.00 85.75 84.60 82.01
Albion
Venture
Capital
Financial year to Half-year to 30 September
Trust 31 March (audited) (unaudited)
2012 2013 2014 2012 2013
Profit / loss on ordinary
activities before
815 984 1,144 580 753
taxation
(£'000)
Earnings per Share (p) 2.10 2.00 2.00 1.60 1.20
Dividends per Share (p) 5.00 5.00 5.00 2.50 2.50
Net assets (£'000)
NAV per Share (p)
28,386
78.00
41,681
74.20
42,658
71.30
42,680
76.00
42,607
73.00
Crown Place VCT Financial year to Half-year to 31 December
30 June (audited) (unaudited)
2012 2013 2014 2012 2013
Profit / loss on ordinary
activities before
taxation
1,083 1,726 1,976 686 956
(£'000)
Earnings per Share (p) 1.41 2.14 2.28 0.86 1.14
Dividends per Share (p) 2.50 2.50 2.50 1.25 1.25
Net assets (£'000) 25,950 27,166 29,050 25,761 26,891
NAV per Share (p) 32.60 32.26 32.04 32.24 32.16
Kings
Arms
Yard
VCT
Financial year to Half-year to 30 June
31 December (audited) (unaudited)
2011 2012 2013 2013 2014
Profit / loss on ordinary 1,060 6,466 4,656 1,147 39
activities before
taxation
(£'000)
Earnings per Share (p) 0.80 3.10 2.35 0.60 0.02
Dividends per Share (p) 0.67 1.00 1.00 0.50 0.50
Net assets (£'000) 34,986 38,830 39,262 37,412 39,808
NAV per Share (p) 16.70 18.90 20.45 19.10 19.98
Not
applicable.
There
have
been
no
significant
changes in
the
financial
condition
and
operating results of any of the Companies (and / or its group in the case of Crown Place VCT)
during or subsequent to the period covered by the historical information set out above.
B8 Key pro forma Not applicable. No pro forma financial information is included in the Prospectus.
financial
information
B9 Profit forecast Not applicable. There are no profit forecasts in the Prospectus.
B10 Qualifications
in
the
audit
Not applicable. There were no qualifications in the audit reports for Albion Development
VCT, Albion Technology & General VCT and Kings Arms Yard VCT for the three years ended
31 December 2011, 2012 and 2013. There were no qualifications in the audit reports for
reports Albion Enterprise VCT and Albion Venture Capital Trust for the three years ended 31 March
2012, 2013 and 2014. There were no qualifications in the audit reports for Crown Place
VCT for the three years ended 30 June 2012, 2013 and 2014.
B11 Insufficient Not applicable. Each Company is of the opinion that its working capital (and its group's
working capital working capital, in the case of Crown Place VCT) is sufficient for its present requirements, that is
for at least the twelve month period from the date of the Prospectus.
B34 Investment The existing investment policy for each of the Companies is set out below.
objective
and
policy,
AlbionDevelopmentVCT
including Albion Development VCT's investment policy is intended to provide investors with a
investment regular and predictable source of dividend income combined with the prospects of long
restrictions term capital growth. This is achieved by establishing a diversified portfolio of holdings in
smaller, unquoted companies whilst at the same time selecting and structuring investments
in such a way as to reduce the risks normally associated with investment in such companies. It
is intended that this will be achieved as follows:
  • This is balanced by investment in more stable, often asset-backed investments that provide a strong income stream. These include freehold-based businesses in the leisure sector, such as pubs and health clubs, as well as stable and profitable businesses in other sectors including business services and healthcare. Such investments will constitute the majority of investments by cost.
  • In neither category do portfolio companies normally have any external borrowings with a prior charge ranking ahead of the VCT.
  • Up to two-thirds of qualifying investments by cost comprise loan stock secured with a first charge over the portfolio company's assets.

Funds held pending investment or for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with a Moody's* rating of A or above.

As defined by its Articles of Association, Albion Development VCT's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Albion Development VCT Directors do not currently have any intention to utilise long term gearing.

Albion EnterpriseVCT

Albion Enterprise VCT's investment objective is to provide investors with a regular and predictable source of income combined with the prospect of longer term capital growth. The Company intends to achieve this by investing up to 50 per cent. of the net funds raised in an asset-based portfolio of more stable, ungeared businesses (the "Asset-based Portfolio"). The balance of the net funds raised, other than funds retained for liquidity purposes, are invested in a portfolio of higher growth businesses across a variety of sectors of the UK economy. These range from more stable, income producing businesses to higher risk technology companies (the "Growth Portfolio"). In neither category do portfolio companies normally have any external borrowing with a charge ranking ahead of the Company. Up to twothirds of qualifying investments by cost comprise loan stock secured with a first charge on the portfolio company's assets. Funds awaiting investment in Qualifying Investments or retained for liquidity purposes are held on deposit or invested in floating rate notes (in both cases with banks with a Moody's* credit rating of 'A' or above).

The Company's investment portfolio is structured to provide a balance between income and capital growth for the longer term. The Asset-based Portfolio is designed to provide stability and income whilst still maintaining the potential for capital growth. The Growth Portfolio is intended to provide diversified exposure through its portfolio of investments in unquoted UK companies. Stock specific risk will be reduced by the Company's policy of holding a diversified portfolio of Qualifying Investments.

As defined by its Articles of Association, Albion Enterprise VCT's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Directors do not currently have any intention to utilise short term or long term gearing.

Albion Technology & General VCT

Albion Technology & General VCT's investment strategy is to provide investors with a regular and predictable source of dividend income combined with the prospect of longer term capital growth through allowing investors the opportunity to participate in a balanced portfolio of technology and non-technology businesses. It is intended that the Company's investment portfolio will be split approximately as follows:

  • 40 per cent. in unquoted UK technology related companies; and
  • 60 per cent. in unquoted UK non-technology companies.

This split is subject to the availability of good quality new investment opportunities arising within the UK technology and non-technology sectors.

The Company pursues a longer term investment approach, with a view to providing shareholders with a strong, predictable dividend flow, combined with the prospects of capital growth. This is achieved in two ways. First, controlling the Company's exposure to technology risk by ensuring that many of the companies in the non-technology portfolio have property as their major asset, with no external borrowings. Second, by balancing the investment portfolio by sector, so that those areas such as leisure and business services, which are susceptible to changes in consumer sentiment, are complemented by sectors with more predictable long term characteristics, such as healthcare and the environment.

As defined by its Articles of Association, Albion Technology & General's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Albion Technology & General VCT Directors do not currently have any intention to utilise long term gearing.

Albion Venture Capital Trust

Albion Venture Capital Trust's investment strategy is to reduce the risk normally associated with investments in smaller, unquoted companies whilst maintaining an attractive yield, through allowing investors the opportunity to participate in a balanced portfolio of assetbacked businesses. The Company's investment portfolio will thus be structured to provide a balance between income and capital growth for the longer term. This is achieved as follows:

  • Qualifying unquoted investments are predominantly in specially-formed companies which provide a high level of asset backing for the capital value of the investment;
  • The Company invests alongside selected partners with proven experience in the sectors concerned;
  • Investments are normally structured as a mixture of equity and loan stock. The loan stock represents the majority of the finance provided and is secured on the assets of the investee company. Funds managed or advised by Albion Ventures typically own 50 per cent. of the equity of the investee company; and
  • Other than the loan stock issued to funds managed or advised by Albion Ventures, the Company's policy remains that its portfolio companies shouldnot normally have external borrowings, and for the Company to have first charge over portfolio companies' assets. However, on an exceptional basis, certain portfolio companies may take on external borrowings, where the board considers this will offer significant benefit to the Company.

As defined by its Articles of Association, Albion Venture Capital Trust's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Albion Venture Capital Trust Directors do not currently have any intention to utilise long term gearing.

Crown Place VCT

Crown Place VCT's investment policy is to achieve long term capital and income growth principally through investment in smaller unquoted companies in the United Kingdom. In pursuing this policy, the Manager aims to build a portfolio which concentrates on two complementary investment areas. The first are more mature or asset-based investments that can provide a strong income stream combined with a degree of capital protection. These will be balanced by a lesser proportion of the portfolio being invested in higher risk companies with greater growth prospects.

As defined by its Articles of Association, Crown Place VCT's maximum exposure in relation to gearing is restricted to the amount of the adjusted capital and reserves of the latest published audited consolidated balance sheet. The Directors do not currently have any intention to utilise long term gearing.

Kings Arms Yard VCT

Kings Arms Yard VCT's investment policy is intended to produce a regular and predictable dividend stream with an appreciation in capital value as set out below.

The Company intends to achieve its strategy by adopting an investment policy for new investments which over time will rebalance the portfolio such that approximately 50 per cent. of the portfolio comprises an asset-backed portfolio of more stable, ungeared businesses, principally operating in the healthcare, environmental and leisure sectors (the "Asset-Backed Portfolio"). The balance of the portfolio, other than funds retained for liquidity purposes, will be invested in a portfolio of higher growth businesses across a variety of sectors of the UK economy. These will range from more stable, income producing businesses to a limited number of higher risk technology companies (the "Growth Portfolio").

In neither category would portfolio companies normally have any external borrowing with a charge ranking ahead of the Company. Up to two-thirds of qualifying investments by cost will comprise loan stock secured with a first charge on the portfolio company's assets.

The Company's investment portfolio will thus be structured to provide a balance between income and capital growth for the longer term. The Asset-Backed Portfolio is designed to provide stability and income whilst still maintaining the potential for capital growth. The Growth Portfolio is intended to provide highly diversified exposure through its portfolio of investments in unquoted UK companies.

Funds held pending investment or for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with a Moody's* rating of 'A' or above.

As defined by its Articles of Association, Kings Arms Yard's maximum exposure in relation to gearing is restricted to the amount equal to the Adjusted Capital and Reserves. Gearing will not normally be employed. The Directors do not currently have any intention to utilise long term gearing.

*Moody'sis a creditrating agency registered in the EuropeanUnion.

In addition to the investment policy described above, each Company's investment allocation and risk diversification policies are substantially driven by the relevant HMRC rules and, in order to maintain its status under Venture Capital Trust legislation, it is the intention of each Company to apply the following policies in this respect:

(1) The Company's income must be derived wholly or mainly from shares and securities;

(2)
At least 70 per cent. of the HMRC value* of its investments must have been
represented throughout the
year by
shares or
securities
that
are
classified as
'qualifying holdings';
(3)
At least 30 per cent. by HMRC value* of its total qualifying holdings must have been
represented throughout the year by holdings of 'eligible shares'. For funds raised
after 5 April 2011, the figure is 70 per cent.;
(4)
At no time in the year must the Company's holdings in any one company (other
than another VCT) have exceeded 15 per cent. by HMRC value* of its investments;
(5)
The Company must not retain more than 15 per cent. of its income earned in the
year from shares and securities;
(6)
Eligible shares must comprise at least 10 per cent. by HMRC value* of the total of
the shares and securities that the Company holds in any one portfolio company;
(7)
The Company may not invest in any other company in an amount which will exceed
the permitted investment limit of £5m in any twelve month period (the £5m limit has
to take account of certain other publicly-funded investments);
(8)
For shares issued after 5 April 2014, the Company may not return the capital raised
by that issue to its investors for a period of three years from the end of the
accounting period in which the shares were issued; and
(9)
The Company's shares throughout the year must have been listed in the Official List
of the London Stock Exchange.
* In accordance with section 278 of the Income Taxes Act 2007, HMRC value is the original
cost of the investment, adjusted to the value at the time of any addition or disposal of that
investment.
B35 Borrowing Albion Development VCT's maximum exposure in relation to gearing is restricted by its
limits Articles of Association to 10 per cent. of its adjusted share capital and reserves.
Albion Enterprise VCT's maximum exposure in relation to gearing is restricted by its Articles
of Association to 10 per cent. of its adjusted share capital and reserves.
Albion Technology & General's maximum exposure in relation to gearing is restricted by its
Articles of Association to 10 per cent. of its adjusted share capital and reserves.
Albion Venture Capital Trust's maximum exposure in relation to gearing is restricted by its
Articles of Association to 10 per cent. of its adjusted share capital and reserves.
Crown Place VCT's maximum exposure in relation to gearing is restricted by its Articles of
Association to the amount of the adjusted capital and reserves of the latest published
audited consolidated balance sheet.
Kings Arms Yard VCT's maximum exposure in relation to gearing is restricted by its Articles
of Association to the amount of the adjusted share capital and reserves.
B36 Regulatory Not applicable.
The Companies are not regulated by the Financial Conduct Authority or
status any other regulatory body.
B37 Typical The typical investor for whom investment in each Company is designed is an individual
investor retail investor aged 18 or over who is resident and a tax payer in the UK and who already
has a portfolio of VCT and non-VCT investments (such as unit trusts, OEICs, investment
trusts and direct shareholdings in listed and non-listed companies).
B38 Investments Not applicable. No Company has any investments which represent more than 20 per cent. of
of
20%
or
its gross assets in a single company or group.
more in a
single
company
B39 Investments of Not applicable. No Company has any investments which represent more than 40 per cent. Of
40% or more
in a single
its gross assets in a single company or group.
company
B 40 Service
providers
Albion Ventures LLP ("Albion Ventures") is the investment manager and secretary of the
Companies ("the Manager"). Albion Ventures is paid the following fees in respect of its
appointment as manager, administrator and secretary of each of the Companies:
AlbionDevelopmentVCT
Albion Ventures is paid an annual management fee equal to 2.25 per cent. of Albion
Development VCT's net assets which is paid quarterly in arrears. Albion Ventures is also
entitled to a performance fee from Albion Development VCT. No performance fee is payable
to the Manager until the total return exceeds 6.5 pence per Albion Development VCT Share
per annum from a base on 1 January 2007 of 98.7 pence for the Albion Development VCT
Ordinary Shares and 100 pence for the Albion Development VCT D Shares from 6 April 2010.
To the extent that the total return exceeds the threshold over the relevant period, a
performance fee will be paid to the Manager of an amount equal to 20 per cent. of the
excess.
Albion
EnterpriseVCT
Albion Ventures is
paid an annual management
fee
equal to
2.5 per cent.
of
Albion
Enterprise VCT's net assets which is paid quarterly in arrears. Albion Ventures is, in addition,
entitled to a performance fee. No performance fee is payable to Albion Ventures until the
total return exceeds base rate plus 2 per cent. per annum per Share from the original
subscription price of £1. To the extent that the total return exceeds the threshold over the
relevant period, a performance fee will be paid to Albion Ventures of an amount equal to 20
per cent. of the excess.
Albion
Technology
&
General
VCT
Albion
Ventures
is
paid an
annual
management
fee
equal
to
2.5
per
cent
of
Albion
Technology & General VCT's net assets which is paid quarterly in arrears.
Albion Ventures
is, in addition, entitled to a performance fee. No performance fee is payable to Albion
Ventures until the total return exceeds RPI plus 2 per cent. per annum per Share from the
date of first admission to the Official List of the Ordinary Shares, former C Shares and former
Albion Income & Growth VCT Plc Shares. To the extent that the total return exceeds the
threshold over the relevant period, a performance fee will be paid to Albion Ventures of an
amount equal to 15 per cent. of the excess.
Albion
Venture
Capital
Trust
Albion Ventures is paid an annual management fee equal to 1.9 per cent. of Albion Venture
Capital Trust's net assets which is paid quarterly in arrears. Albion Ventures is, in addition,
entitled to a performance fee. No performance fee is payable to Albion Ventures until the
total return exceeds 5 per cent. per annum per Share from a base of 113.1 pence on 31
March 2004. To the extent that the total return exceeds the threshold over the relevant
period, a performance fee will be paid to Albion Ventures of an amount equal to 8 per cent.
of the excess. Albion Ventures is also paid an annual secretarial and administrative fee
which amounted to £46,539 in the year to 31 March 2014 and is increased annually by RPI.
Crown Place VCT
Albion Ventures is paid an annual management fee equal to 1.75 per cent. of Crown Place
VCT's net assets which is paid quarterly in arrears.
Albion Ventures is, in addition, entitled
to a performance fee in the event that the returns exceed minimum target levels per Crown
Place VCT Share. The target level requires that the aggregate of the growth in the net asset

9

value per Crown Place VCT Share and dividends paid by Crown Place VCT or declared by the

Kings
Arms
extent that the
fee will be paid
secretarial fee of £50,000 per annum.
Yard
VCT
Albion Ventures is also paid an administration and secretarial fee of £50,000 per annum. Board and approved by the shareholders during the relevant period (both revenue and
capital), compared with the previous accounting date, exceeds the average base rate of the
Royal Bank of Scotland plc plus 2.0 per cent. If the target return is not achieved in a period, the
cumulative shortfall is carried forward to the next accounting period and has to be made up
before an incentive fee becomes payable. Albion Ventures is also paid an administration and
Albion Ventures is paid an annual management fee equal to 2 per cent. of Kings Arms Yard
VCT's net assets which is paid quarterly in arrears. Albion Ventures is, in addition, entitled to
a performance fee. No performance fee is payable to Albion Ventures until the total return
exceeds RPI plus 2 per cent. per annum per Share from 31 December 2013. To the
total return exceeds the threshold over the relevant period, a performance
to the Albion Ventures of an amount equal to 15 per cent. of the excess.
B41 Regulatory
status of the
manager /
custodian
Albion Ventures acts as investment manager and custodian of each Company and is
authorised and regulated by the Financial Conduct Authority as a Small Authorised UK AIFM
as required under the EU AIFM Directive that came into force in July 2013.
B42 Calculation of
net asset value
shareholders will be notified in a similar manner. an appropriate regulatory information service. If for any reason valuations are suspended, Each Company's net asset value is calculated by Albion Ventures quarterly and published on
B43 Umbrella
collective
investment
scheme
Not applicable. No Company is part of an umbrella collective investment scheme.
B44 Absence of
financial
statements
statements. Not applicable. Each Company has commenced operations and published financial
B45 Investment
portfolio
Each Company invests in a diversified portfolio of UK growth businesses, which are principally
unquoted. An unaudited summary of each Company's portfolio (representing at least 50 per
cent. of its respective gross assets ("GAV" ) as at the date of this document (the values of
GAV being as at 30 June 2014 for Albion Enterprise VCT and Albion Venture Capital Trust and
as at 30 September 2014 for Albion Development VCT, Albion Technology & General VCT,
Crown Place VCT and Kings Arms Yard VCT)) is set out below:
Albion Development VCT Albion Enterprise VCT
Book Value Cost % of GAV Book Value Cost % of GAV
£'000 £'000 £'000 £'000
Unquoted 13,072 17,545 51.56 12,799 17,676 51.90
Albion Technology & General VCT Albion Venture Capital Trust
Book Value Cost % of GAV Book Value Cost % of GAV
£'000 £'000 £'000 £'000
Unquoted 33,561 34,462 53.15 25,316 24,819 54.78
Crown Place VCT Kings Arms Yard VCT
Book Value Cost % of GAV Book Value Cost % of GAV
Unquoted £'000
12,118
£'000
15,428
51.54 £'000
17,207
£'000
21,145
51.92
B46 Most recent As at the latest date in respect of which each Company has published its NAV per Share, the
net asset value unaudited NAV per Share in each Company was:
per Share Albion Development VCT 71.36p (as at 30 September 2014) *
Albion Enterprise VCT 97.23p (as at 30 June 2014)**
Albion Technology & General VCT 82.19p (as at 30 September 2014)***
Albion Venture Capital Trust 71.81p (as at 30 June 2014)****
Crown Place VCT 32.40p (as at 30 September 2014)*
Kings Arms Yard VCT 19.92p (as at 30 September 2014)**
*per Ordinary Share
**Albion Enterprise VCT subsequently paid a dividend of 2.5p per Share on 29 August 2014.
***Albion Technology & General VCT subsequently paid a dividend of 1.25p per Share on 31
October 2014.
****Albion Venture Capital Trust subsequently paid a dividend of 2.5 p per Share on 31 July
2014
*Crown Place VCT will pay a dividend of 1.25p per Share on 28 November 2014.
**Kings Arms Yard VCT subsequently paid a dividend of 0.5p per Share on 31 October
2014.
C Securities
Description The securities being offered pursuant to each Offer are ordinary shares of 1p each in the
C1
and class of case of all the Companies other than Crown Place VCT which is offering ordinary shares of
securities 10p each (together, the "Shares") with the following ISIN codes:
Albion Development VCT GB0004832472
Albion Enterprise VCT GB00B1G3LR35
Albion Technology & General VCT GB0005581672
Albion Venture Capital Trust GB0002039625
Crown Place VCT GB0002577434
Kings Arms Yard VCT GB0007174294
C2 Currency The issue is in pounds sterling
C3 Shares in issue The issued share capital of Albion Development VCT as at the date of this document is
37,581,505 Ordinary Shares and 6,388,197 D Shares (excluding 4,252,700 Ordinary Shares
and 25,625 D Shares held in treasury. The D Shares will merge into the Ordinary Shares in
early 2015 based on the respective net asset values per share at 31 December 2014.
The issued share capital of Albion Enterprise VCT as at the date of this document is
35,274,306 Shares (excluding 4,179,000 Shares held in treasury).
The issued share capital of Albion Technology & General VCT as at the date of this document
is 78,318,236 Shares (excluding 5,665,070 Shares held in treasury).
The issued share capital of Albion Venture Capital Trust as at the date of this document is
63,585,283 Shares (excluding 5,240,440 Shares held in treasury).
Shares (excluding 9,915,410 Shares held in treasury). The issued share capital of Crown Place VCT as at the date of this document is 91,232,558
202,128,705 Shares (excluding 24,735,000 Shares held in treasury). The issued share capital of Kings Arms Yard VCT as at the date of this document is
All of the Shares have a nominal value of 1p each (other than the Crown Place VCT Shares
which have a nominal value of 10p each) and all of the Shares are fully paid up.
C4 Description of
the rights
attaching to
the securities
The Ordinary Shares being offered ("the New Shares") by each of the Companies shall rank
equally and pari passu with the existing Ordinary Shares issued by that Company and shall
have the following rights in relation to the Company which has issued them:

holders of the New Shares shall be entitled to receive all dividends and other
distributions made, paid or declared by the relevant Company pari passu and equally
with each other and with the existing Ordinary Shares of that Company;

each New Share carries the right to receive notice of and to attend or vote at any
general meeting of the relevant Company;

on a winding-up, the holders of the New Shares are entitled to receive back their
nominal value and will participate in the distribution of any surplus assets of the
relevant Company pro rata with all other Ordinary Shares in the capital of that
Company;

statutory pre-emption rights on any issue of new Shares or the sale of any existing
Shares from treasury for cash unless disapplied in accordance with the Act; and

New Shares are not redeemable at the option of the relevant Company or the
Shareholder.
C5 Restrictions on
transfer
Not applicable. There are no restrictions on the free transferability of the New Shares.
C6 Admission Applications have been made to the UK Listing Authority for the New Shares to be listed on
the premium segment of the Official List and will be made to the London Stock Exchange for
such shares to be admitted to trading on its main market for listed securities. It is anticipated
that
dealings
in
the
New
Shares
will
commence
within
three
business
days
following
allotment.
C7 Dividend
policy AlbionDevelopmentVCT
The current annual dividend target of Albion Development VCT is 5p per Albion
Development VCT Ordinary Share and 5p per D Share, but this cannot be guaranteed.
Albion
EnterpriseVCT
The current annual dividend target of Albion Enterprise VCT is 5p per Albion Enterprise VCT
Share, but this cannot be guaranteed.
Albion
Technology
&
General
VCT
The current annual dividend target of Albion Technology & General VCT is 5p per Albion
Technology & General VCT Share, but this cannot be guaranteed.
Albion
Venture
Capital
Trust
The current annual dividend target of Albion Venture Capital Trust is 5p per Albion Venture
Capital Trust Share but this cannot be guaranteed.
Crown Place VCT
The current annual dividend target of Crown Place VCT is 2.5p per Crown Place VCT Share,
but this cannot be guaranteed
Kings
Arms
Yard
VCT
The current annual dividend target of Kings Arms Yard VCT is 1p per Kings Arms Yard VCT
Share, but this cannot be guaranteed.
D Risks
D1 Key
information on
the key risks
specific to the
Companies

There can be no guarantee that the respective investment objectives of the Companies
will be achieved or that suitable investment opportunities will be available. The success
of each Company will depend on the Manager's ability to identify, acquire and realise
investments in accordance with each Company's investment policy and there can be no
assurance that the Manager will be able to do so.

Investment in unquoted companies involves a higher degree of risk than investment in
companies traded on the main market of the London Stock Exchange. Smaller
companies often have limited product lines, markets or financial resources and may be
dependent for their management on a smaller number of key individuals. In addition,
the market for stock in smaller companies is often less liquid than that for stock in larger
companies, bringing with it potential difficulties in acquiring, valuing and disposing of
such stock. Full information for determining their value or the risks to which they are
exposed may also not be available.

Changes in legislation concerning VCTs may limit the number of qualifying investment
opportunities, reduce the level of returns which would otherwise have been achievable
or result in a Company not being able to meet its investment objective.

The value of an investment in a Company, and the dividend stream, may go down as
well as up. Shareholders may get back less than the amount originally invested in a
Company, even taking into account the available tax reliefs.
D3 Key
information on
the risks
specific to the
securities

The value of Shares in a Company depends on the performance of its underlying assets.

The market price of the New Shares may not fully reflect their underlying net asset
value.

Trading in VCT shares is not active, so shares tend to be valued at a discount to their net
asset value and may be difficult to realise. As a result, Shareholders may be offered a
price which is less than the full value of a Company's underlying assets.

It is likely that there will not be a liquid market in the New Shares (which may be partly
due to up front tax relief not being available for VCT shares bought in the market and as
VCT shares generally trade at a discount to net asset value) and Shareholders may have
difficulty in selling their Shares as a result. Shareholders may not be able to realise their
investment at Net Asset Value or at all.
E Offers
El Offers net
proceeds
and
expenses
The total net proceeds and total expenses of each Offer (assuming each Offer is fully
subscribed, but ignoring the over allotment facility and the Manager meets all permissible
annual trail commission payments) are set out below:
Total Net Proceeds (£) Total Costs (£)
Albion Development VCT 4,122,500 127,500
Albion Enterprise VCT 4,122,500 127,500
Albion Technology & General VCT 4,122,500 127,500
Albion Venture Capital Trust 4,122,500 127,500
Crown Place VCT
Kings Arms Yard VCT
4,122,500
4,122,500
127,500
127,500
Investors will indirectly bear the costs of the Offers in which they participate through the
application of the pricing formula which determines the offer price to be paid for the New
Shares and includes an allowance for issue costs of 3.0 per cent. (or 2.0 per cent. for existing
Shareholders who qualify for the Early Bird Discount or 2.5 per cent. for new investors who
qualify for the Early Bird Discount). The costs of each Offer will be paid by the Manager out of
its fee of 3 per cent. of the gross proceeds of the Offer.
E2a Reasons
for
the Offers and
The funds raised by each Company pursuant to its Offer will supplement its capacity to
continue to invest across the business cycle in new and existing portfolio companies in
use
of
the
accordance with the respective Companies' investment policies.
proceeds
E3 Terms
and
conditions
of
The maximum amount to be raised by each Company under its Offer is :
the Offers Albion Development VCT £4.25 million
Albion Enterprise VCT £4.25 million
Albion Technology & General VCT £4.25 million
Albion Venture Capital Trust £4.25 million
Crown Place VCT £4.25 million
Kings Arms Yard VCT £4.25 million
*Each Company may raise a further £1.75 million pursuant to an over allotment facility.
Each Offer will open on 17 November 2014 and will close at 2p.m. on 30 September 2015.
Each Board may close its Company's Offer earlier than this date or may extend its Company's
Offer to a date up to and including 16 November 2015. Applications under each Offer will be
accepted on a first come, first served basis, subject always to the discretion of the relevant
Board. Subscribers must subscribe a minimum in aggregate of £6,000, with a minimum per
elected Offer of £1,000 and thereafter in multiples of £1,000 per elected Offer. The first
allotments of Shares under the Offers are expected to occur on 30 January 2015.
allotment. In relation to each allotment, the Offer Price at which the relevant New Shares will be
allotted will be calculated by using the pricing formula set out below and will be announced
to the London Stock Exchange through a Regulatory Information Service on the date of
The number of New Shares to be allotted under each Offer will be determined by dividing the
Subscription amount for that Offer by a subscription price calculated on the basis of the
following formula ("the Pricing Formula") applied to the relevant Company ("Offer Price"):
Latest published NAV of an existing Share at the time of allotment (adjusted, as necessary, for
dividends subsequently paid or in respect of which the record date has passed) divided by
0.97 (to allow for issue costs of 3.0 per cent.) and rounded up to the nearest 0.1p per Share.
The number of New Shares to be issued under each Offer will be rounded down to the
nearest whole number and fractions of New Shares will not be allotted. If there is a surplus of
funds from an investor's subscription amount, the balance will be returned (without interest)
in the form of a cheque or by bank transfer, save where the surplus amount per Offer is less
than £1, in which case such surplus will be retained by the relevant Company.
Early Bird Discount
follows: Investors who apply by 2p.m. on 30 January 2015 will be eligible for an Early Bird Discount as

asset value per share dividend by 0.98.

reference to the latest net asset value per share dividend by 0.975.
Existing Shareholders in any of the Albion VCTs will benefit from a 1 per cent. discount,
such that the issue price of their shares will be calculated by reference to the latest net
New investors who are not existing Shareholders in any Albion VCTs will benefit from a
0.5 per cent. discount, such that the issue price of their shares will be calculated by
E4 Description
of
Not applicable. There are no interests that are material to the issue.
any
interest
that is material
to the issue
E5 Name
of
Not applicable. No person or entity is selling securities in the Companies under the Offers.
persons selling
E6 securities
Amount
and
percentage
of
dilution
Assuming full subscription under its Offer (ignoring the over allotment facility) and an issue
price of 73.6p, 5,774,456 Shares would be issued by Albion Development VCT. If 5,774,456
Shares were to be issued by Albion Development VCT, the existing 43,969,702 Ordinary and D
Shares (ignoring those held in treasury) would represent 88.4 per cent. of the enlarged issued
share capital of Albion Development VCT.
Assuming full subscription under its Offer (ignoring the over allotment facility) and an issue
price of 97.7p, 4,350,051 Shares would be issued by Albion Enterprise VCT. If 4,350,051
Shares were to be issued by Albion Enterprise VCT, the existing 35,274,306 Shares (ignoring
those held in treasury) would represent 89.0 per cent. of the enlarged issued share capital of
Albion Enterprise VCT.
Assuming full subscription under its Offer (ignoring the over allotment facility) and an issue
price of 83.5p, 5,089,820 Shares would be issued by Albion Technology & General VCT. If
5,089,820 Shares were to be issued by Albion Technology & General VCT, the existing
78,318,236 Shares (ignoring those held in treasury) would represent 93.9 per cent. of the
enlarged issued share capital of Albion Technology & General VCT.
Assuming full subscription under its Offer (ignoring the over allotment facility) and an issue
price of 71.5p, 5,944,055 Shares would be issued by Albion Venture Capital Trust. If 5,944,055
Shares were to be issued by Albion Venture Capital Trust, the existing 63,585,283 Shares
(ignoring those held in treasury) would represent 91.5 per cent. of the enlarged issued share
capital of Albion Venture Capital Trust.
Assuming full subscription under its Offer (ignoring the over allotment facility) and an issue
price of 32.2p, 13,198,757 Shares would be issued by Crown Place VCT. If 13,198,757 Shares
were to be issued by Crown Place VCT, the existing 91,232,558 Shares (ignoring those held in
treasury) would represent 87.4 per cent. of the enlarged issued share capital of Crown Place
VCT.
Assuming full subscription under its Offer (ignoring the over allotment facility) and an issue
price of 20.1p, 21,144,278 Shares would be issued by Kings Arms Yard VCT. If 21,144,278
Shares were to be issued by Kings Arms Yard VCT, the existing 202,128,705 Shares (ignoring
those held in treasury) would represent 90.5 per cent. of the enlarged issued share capital of
Kings Arms Yard VCT.
E7 Expenses
charged to
investors
All expenses of the Offers will be paid by the Manager out of the gross proceeds of the Offers. To
the extent that the expenses of an Offer exceed 3.0 per cent. of the total proceeds of that
Offer, Albion Ventures will bear the excess.
However, investors will indirectly bear the costs
of the Offers in which they participate through the application of the Pricing Formula which
determines the Offer Price to be paid for the New Shares for which an investor subscribes and
includes an allowance for issue costs of 3.0 per cent. (or 2.0 or 2.5 per cent. in respect of
applications which qualify for the Early Bird Discount).
For financial intermediaries who act on an "execution only" basis, i.e. do not provide financial
advice to their clients, permissible trail commission can be paid which will be borne by Albion
Ventures.

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