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ALBION DEVELOPMENT VCT PLC

Prospectus Nov 29, 2016

4781_rns_2016-11-29_8895029c-bfbb-4beb-9f59-aa10a5455c47.pdf

Prospectus

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Summary 2016

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 29 November 2016 (the "Prospectus") containing an offer for subscription (the "Offer") of ordinary shares of 1p (or 10p in the case of Crown Place VCT) each in the capital of each of the Companies (the "Shares") and the Companies being closedended 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
A1 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 29 September 2017, unless fully subscribed early or otherwise
closed earlier or extended by the respective Board to a date not later than 28
November 2017. 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.
B Issuers
B1 Legal and Albion Development VCT PLC ("Albion Development VCT")
commercial
Name
Albion Enterprise VCT PLC ("Albion Enterprise VCT")
Albion Technology & General VCT PLC ("Albion Technology & General VCT ")
Albion Venture Capital Trust PLC ("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").
B Issuers
B2 Domicile /
Legal form
Legislation
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 with registered number 03654040.
/ Country of
Incorporation
Albion Enterprise VCT was incorporated and registered in England and Wales
on 7 November 2006 with limited liability as a public limited company under the
Companies Act 1985 with registered number 05990732.
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 was incorporated and registered in England and Wales on
18 December 1995 with limited liability as a public limited company under the
Companies Act 1985 with registered number 03139019.
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 (in
members' voluntary liquidation). No other Company is part of a group.
B6 Material
shareholders /
Different
voting rights /
Control
As at 28 November 2016 (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 28 November 2016 (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
information
Certain selected historical information of each Company, which has been extracted
without material adjustment from the audited and unaudited financial statements
referenced in the following tables, is set out below:
and
statement
of any
Albion Development
VCT Ordinary Shares
Financial year to
31 December (audited)
Half-year to 30
June (unaudited)
significant
changes
Profit / loss on ordinary
activities before
2013 2014 2015 2015 2016
taxation
(£'000)
Earnings per Share (p)
Dividends per Share (p)
Net assets (£'000)
NAV per Share (p)
1,681
5.10
5.00
25,175
74.10
1,473
4.00
5.00
27,440
73.10
1,639
3.10
5.00
38,900
71.10
1,723
3.40
2.50
39,768
73.70
408
0.70
2.50
43,407
69.30
Albion Development
VCT Former D Shares
Financial year to
31 December (audited)
Half-year to 30
June (unaudited)
Profit/loss on ordinary
activities before
2013 2014 2015 2015 2016
taxation (£'000) 947 441 N/A N/A N/A
Earnings per Share (p) 14.40 7.10 N/A N/A N/A
Dividends per Share (p) 5.00 5.00 N/A N/A N/A
Net assets (£'000) 6,827 6,995 N/A N/A N/A
NAV per Share (p) 107.40 109.50 N/A N/A N/A
Albion Enterprise VCT Financial year to
31 March (audited)
Half-year to 30
September
2013 2014 2015 2015 2016
Profit / loss on
ordinary
activities before
taxation
(£'000)
2,965 1,483 2,173 1,633 1,583
Earnings per Share (p) 9.00 4.25 5.33 4.10 3.43
Dividends per Share(p) 5.00 5.00 5.00 2.50 2.50
Net assets (£'000) 32,056 34,662 44,470 39,476 44,862
NAV per Share (p) 96.90 96.22 96.41 97.68 97.39
Albion Technology & Financial year to Half-year to
General VCT 31 December (audited) 30 June
(unaudited)
Profit / loss on ordinary
activities before
taxation
2013 2014 2015 2015 2016
(£'000) 3,632 1,576 (3,301) 61 (1,013)
Earnings per Share (p)
7.90 2.04 (4.04) 0.08 (1.14)
Dividends per Share (p) 5.00 5.00 5.00 3.75 3.75
Net assets (£'000)
NAV per Share (p)
64,831
85.75
64,886
82.85
61,791
73.92
66,368
79.19
62,916
69.22
Albion Venture Financial year to Half-year to 30
Capital Trust 31 March (audited) September
(unaudited)
Profit / loss on ordinary
activities before
2013 2014 2015 2015 2016
taxation
(£'000) 1,144 3,437 4,167 2,707 2,788
Earnings per Share (p) 2.00 5.33 5.60 3.69 3.40
Dividends per Share (p) 5.00 5.00 5.00 2.50 2.50
Net assets (£'000) 42,658 46,928 56,955 51,778 57,876
NAV per Share (p) 71.30 71.62 72.00 72.65 72.90
Crown Place VCT Financial year to
30 June (audited)
Half-year to 31
December
(unaudited)
Profit / loss on ordinary
activities before
taxation
2013 2014 2015 2015 2016
(£'000)
Earnings per Share (p)
Dividends per Share (p)
Net assets (£'000)
NAV per Share (p)
1,976
2.28
2.50
29,050
32.04
1,339
1.40
2.50
33,081
30.97
466
0.41
2.50
37,385
28.94
1,366
1.49
1.25
29,506
32.28
576
0.54
1.25
32,943
30.26
Kings Arms Yard VCT Financial year to
31 December (audited)
Half-year to
30 June
(unaudited)
Profit / loss on ordinary
activities before
taxation
2013 2014 2015 2015 2016
(£'000)
Earnings per Share (p)
Dividends per Share (p)
Net assets (£'000)
NAV per Share (p)
4,656
2.35
1.00
39,262
20.45
(324)
(0.16)
1.00
38,941
19.31
3,835
1.77
1.00
44,612
20.11
2,288
1.08
0.50
43,971
19.90
114
0.05
0.50
48,927
19.66
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
financial
information
Not applicable. No pro forma financial information is included in the Prospectus.
B9 Profit forecast Not applicable. There are no profit forecasts in the Prospectus
B10 Qualifications
in the audit
reports
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 2013, 2014 and 2015. There were no qualifications
in the audit reports for Albion Enterprise VCT and Albion Venture Capital Trust for the
three years ended 31 March 2014, 2015 and 2016. There were no qualifications in
the audit reports for Crown Place VCT for the three years ended 30 June 2014, 2015
and 2016.
B11 Insufficient
working
capital
Not applicable. Each Company is of the opinion that its working capital (and its
group's 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 objective and policy, including investment restrictions

The existing investment policy for each of the Companies is set out below.

Albion Development VCT

Albion Development VCT's investment policy is intended to provide investors with a regular and predictable source of dividend income combined with the prospects of long 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:

  • Through investment in a number of higher risk companies with greater growth prospects in sectors such as software and computer services and medical technology.
  • 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 high credit ratings assigned by international credit rating agencies.

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 Enterprise VCT

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 two-thirds of qualifying investments by cost comprise loan stock secured with a first charge on 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 high credit ratings assigned by international credit rating agencies.

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 manage 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 asset-backed 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 should not 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 10 per cent. of the adjusted capital and reserves.
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 high credit ratings assigned by international credit rating agencies.
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.
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's shares throughout the year must have been listed in the Official
List of the London Stock Exchange;
(8) The Company must not make an investment in a company which causes that
company to receive more than £5 million of State Aid investment (including
from VCTs) in the twelve months ending on the date of the investment;
(9) The Company must only make qualifying investments or certain permitted non
qualifying investments; and
(10) For shares issued after 5 April 2014, the Company may not return the capital
raised by that issue to its investors before the third anniversary of the end of the
accounting period in which the shares were issued.
* 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
limits
Albion Development 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 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 10 per cent. of the adjusted capital and reserves.
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
status
Not applicable. The Companies are not regulated by the Financial Conduct
Authority or any other regulatory body.
B37 Typical
investor
The typical investor for whom investment in each Company is designed is an
individual 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
of 20% or
more in
a single
company
Not applicable. No Company has any investments which represent more than 20
per cent. of its gross assets in a single company or group.
B39 Investments
of 40% or
more in
a single
company
Not applicable. No Company has any investments which represent more than 40 per
cent. of its gross assets in a single company or group.
B40 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:
Albion Development VCT
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 Enterprise VCT
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 £48,087 in the year to 31
March 2016 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 value per Crown Place VCT Share and dividends paid by Crown
Place VCT or declared by the 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. 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 Ventures is also paid an administration and
secretarial fee of £50,000 per annum.
Kings Arms Yard VCT
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 Kings Arms Yard VCT
Share from the year end or half year on which the net asset value is equal to, or
greater than, 20 pence per Kings Arms Yard VCT Share. 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 Ventures
is also paid an administration and secretarial fee of £50,000 per annum.
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
Each Company's net asset value is calculated by Albion Ventures quarterly and
published on an appropriate regulatory information service. If for any reason
valuations are suspended, shareholders will be notified in a similar manner.
B43 Umbrella
collective
investment
scheme
Not applicable. No Company is part of an umbrella collective investment scheme.
B44 Absence of
financial
statements
Not applicable. Each Company has commenced operations and published financial
statements.
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 September 2016 for each
Company)) is set out below:
Albion Development VCT Albion Enterprise VCT
Cost
£'000
Book
Value
% of GAV Cost
£'000
Book
Value
% of GAV
Unquoted 13,317 22,136 50.9% Unquoted 14,346 23,432 51.8%
Albion Technology & General VCT Albion Venture Capital Trust
Cost
£'000
Book
Value
% of GAV Cost
£'000
Book
Value
% of GAV
Unquoted 29,088 33,392 51.5% Unquoted 30,175 37,083 63.4%
Crown Place VCT Kings Arms Yard VCT
Cost
£'000
Book
Value
% of GAV Cost
£'000
Book
Value
% of GAV
Unquoted 16,330 20,979 52.6% Unquoted 19,937 27,728 50.3%
B46 Most recent
net asset
As at the latest date in respect of which each Company has published its NAV per
Share, the unaudited NAV per Share in each Company was:
value per
Share
Albion Development VCT
Albion Enterprise VCT
Albion Technology & General VCT
Albion Venture Capital Trust
Crown Place VCT
Kings Arms Yard VCT
on 31 October 2016.
December 2016.
October 2016.
68.9p (as at 30 September 2016)
97.4p (as at 30 September 2016)
71.0p (as at 30 September 2016)
72.9p (as at 30 September 2016)

30.7p (as at 30 September 2016)

20.9p (as at 30 September 2016)

Albion Technology & General VCT subsequently paid a dividend of 1.25p per Share
**Albion Venture Capital Trust will pay a dividend of 2.5p per Share on 30
Crown Place VCT will pay a dividend of 1p per Share on 30 November 2016.
****Kings Arms Yard VCT subsequently paid a dividend of 0.5p per Share on 31
C Securities
C1 Description
and class of
securities
The securities being offered pursuant to each Offer are ordinary shares of 1p each in
the case of all the Companies other than Crown Place VCT which is offering ordinary
shares of 10p each (together, the "Shares") with the following ISIN codes:
Albion Development VCT
Albion Enterprise VCT
Albion Technology & General VCT
Albion Venture Capital Trust
Crown Place VCT
Kings Arms Yard VCT
GB0004832472
GB00B1G3LR35
GB0005581672
GB0002039625
GB0002577434
GB0007174294
C2 Description
and class of
securities
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
62,433,874 Ordinary Shares (excluding 6,449,700 Ordinary Shares held in treasury).
The issued share capital of Albion Enterprise VCT as at the date of this document is
46,065,367 Shares (excluding 6,029,443 Shares held in treasury).
The issued share capital of Albion Technology & General VCT as at the date of this
document is 90,156,164 Shares (excluding 10,515,070 Shares held in treasury).
The issued share capital of Albion Venture Capital Trust as at the date of this
document is 79,427,687 Shares (excluding 7,391,188 Shares held in treasury).
The issued share capital of Crown Place VCT as at the date of this document is
127,706,580 Shares (excluding 13,391,410 Shares held in treasury).
The issued share capital of Kings Arms Yard VCT as at the date of this document is
248,345,804 Shares (excluding 35,648,000 Shares held in treasury).
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
Albion Development VCT
The current annual dividend target of Albion Development VCT is 4p per Albion
Development VCT Ordinary Share, but this cannot be guaranteed.
Albion Enterprise VCT
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 4p 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 2p 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
E1 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 3,880,000 120,000
Albion Enterprise VCT 3,880,000 120,000
Albion Technology & General VCT 3,880,000 120,000
Albion Venture Capital Trust 3,880,000 120,000
Crown Place VCT 3,880,000 120,000
Kings Arms Yard VCT 3,880,000 120,000
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 use of the
proceeds
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 accordance with the respective Companies' investment
policies.
E3 Terms and
conditions of
the Offers
The maximum amount to be raised by each Company under its Offer is :
Albion Development VCT
Albion Enterprise VCT
Albion Technology & General VCT
Albion Venture Capital Trust
Crown Place VCT
Kings Arms Yard VCT
*Each Company may raise a further £2 million pursuant to an over-allotment
facility.
£4 million
£4 million
£4 million
£4 million
£4 million
£4 million
Each Offer will open on 29 November 2016 and will close at 2p.m. on 29 September
2017. 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 28 November 2017. 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 31 January 2017.
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 allotment.
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
Investors for the first £7.5 million who apply by 2p.m. on 31 January 2017 will be
eligible for an Early Bird Discount as follows:
• 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 asset value per share divided by 0.98.
• 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 reference to the latest net asset value per share divided by 0.975.
E4 Description
of any
interest that
is material to
the issue
Not applicable. There are no interests that are material to the issue.
E5 Name of
persons
selling
Not applicable. No person or entity is selling securities in the Companies under the
Offers.
E6 Amount and
percentage of
dilution
Assuming full subscription under its Offer (ignoring the over allotment facility) and
an issue price of 71.1p, 5,625,879 Shares would be issued by Albion Development
VCT. If 5,625,879 Shares were to be issued by Albion Development VCT, the existing
62,433,874 Ordinary Shares (ignoring those held in treasury) would represent 91.7
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 100.5p, 3,980,099 Shares would be issued by Albion Enterprise
VCT. If 3,980,099 Shares were to be issued by Albion Enterprise VCT, the existing
46,065,367 Shares (ignoring those held in treasury) would represent 92.0 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 72.0p, 5,555,555 Shares would be issued by Albion Technology
& General VCT. If 5,555,555 Shares were to be issued by Albion Technology &
General VCT, the existing 90,156,164 Shares (ignoring those held in treasury) would
represent 94.2 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 72.6p, 5,509,641 Shares would be issued by Albion Venture Capital
Trust. If 5,509,641 Shares were to be issued by Albion Venture Capital Trust, the
existing 79,427,687 Shares (ignoring those held in treasury) would represent 93.5
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 30.7p, 13,029,315 Shares would be issued by Crown Place VCT. If
13,029,315 Shares were to be issued by Crown Place VCT, the existing 127,706,850
Shares (ignoring those held in treasury) would represent 90.7 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 21.1p, 18,957,345 Shares would be issued by Kings Arms Yard
VCT. If 18,957,345 Shares were to be issued by Kings Arms Yard VCT, the existing
248,345,804 Shares (ignoring those held in treasury) would represent 92.9 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.

Dated: 29 November 2016

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1 Kings's Arms Yard, London EC2R 7AF T 020 7601 1850 www.albion-ventures.co.uk

Sales and Marketing Adviser T 020 3006 7530 www.ramcapital.co.uk

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