ALBION DEVELOPMENT VCT PLC

Prospectus • Mar 24, 2017

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

THIS DOCUMENT HAS BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS RULES MADE UNDER FSMA AND HAS BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY (''FCA'') IN ACCORDANCE WITH FSMA AND CONSTITUTES A SUPPLEMENTARY PROSPECTUS (THE "SUPPLEMENTARY PROSPECTUS") ISSUED BY ALBION DEVELOPMENT VCT PLC, ALBION ENTERPRISE VCT PLC, ALBION TECHNOLOGY & GENERAL VCT PLC, ALBION VENTURE CAPITAL TRUST PLC, CROWN PLACE VCT PLC AND KINGS ARMS YARD VCT PLC (THE "COMPANIES"). THIS SUPPLEMENTARY PROSPECTUS IS SUPPLEMENTAL TO AND SHOULD BE READ IN CONJUNCTION WITH THE SECURITIES NOTE, REGISTRATION DOCUMENT AND SUMMARY, EACH DATED 29 NOVEMBER 2016, TOGETHER CONSTITUTING A PROSPECTUS (THE "PROSPECTUS") ISSUED BY THE COMPANIES, SUCH PROSPECTUS CONTAINING OFFERS FOR SUBSCRIPTION OF NEW SHARES IN THE CAPITAL OF EACH OF THE COMPANIES ("NEW SHARES") ("THE OFFERS"). EXCEPT AS EXPRESSLY STATED HEREIN, OR UNLESS THE CONTEXT OTHERWISE REQUIRES, THE DEFINITIONS USED OR REFERRED TO IN THE PROSPECTUS ALSO APPLY IN THIS SUPPLEMENTARY PROSPECTUS.

PERSONS RECEIVING THIS DOCUMENT SHOULD NOTE THAT HOWARD KENNEDY CORPORATE SERVICES LLP IS ACTING FOR THE COMPANIES AND NO-ONE ELSE IN CONNECTION WITH THE OFFERS AND THIS SUPPLEMENTARY PROSPECTUS AND, SUBJECT TO ITS RESPONSIBILITIES AND LIABILITIES IMPOSED BY FSMA OR THE REGULATORY REGIME ESTABLISHED HEREUNDER, WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF HOWARD KENNEDY CORPORATE SERVICES LLP OR FOR PROVIDING ADVICE IN CONNECTION WITH THE OFFERS. HOWARD KENNEDY CORPORATE SERVICES LLP IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY.

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

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

Albion Development VCT PLC (Incorporated in England and Wales with registered number 03654040) Albion Enterprise VCT PLC (Incorporated in England and Wales with registered number 05990732) Albion Technology & General VCT PLC (Incorporated in England and Wales with registered number 04114310) Albion Venture Capital Trust PLC (Incorporated in England and Wales with registered number 03142609) Crown Place VCT PLC (Incorporated in England and Wales with registered number 03495287) Kings Arms Yard VCT PLC

(Incorporated in England and Wales with registered number 03139019)

Events arising since publishing the Prospectus

This Supplementary Prospectus is being published in relation to the Albion Development VCT Offer, the Albion Technology & General VCT Offer and the Kings Arms Yard VCT Offer. The publication of this Supplementary Prospectus is a regulatory requirement under the Prospectus Rules and Section 87G of FSMA following the publication of the annual report and accounts for the year ended 31 December 2016 of Albion Development VCT, Albion Technology & General VCT and Kings Arms Yard VCT. The Prospectus Rules and section 87G of FSMA require the issue of a supplementary prospectus if, in the relevant period (being, for these purposes, the later of the closure of the relevant Offer and the time when trading in the New Shares issued under that Offer on the London Stock Exchange begins), there exists or is noted a significant new factor, material mistake or inaccuracy relating to the information included in the prospectus relating to the relevant Offers. This Supplementary Prospectus has been approved for publication by the FCA.

Save as otherwise amended in this Supplementary Prospectus, the Offers are being made on the terms and subject to the conditions set out in full in the Prospectus. Investors who have already submitted applications for New Shares which have been received on behalf of the Companies and who have not yet received an allotment of New Shares with regard to such applications may withdraw such applications, with the Companies accepting withdrawals of such applications until 5 p.m. on 27 March 2017. Investors should seek their own legal advice in regard to such withdrawal rights. Investors who wish to withdraw their applications under the Offers should contact Albion Ventures LLP ("Albion Ventures") at 1 King's Arms Yard, London, EC2R 7AF on telephone number 0207 601 1874 (no investment advice can be given). Withdrawals of applications can be made by telephone.

Copies of this Supplementary Prospectus and the Prospectus may be viewed on the National Storage Mechanism (NSM) of the UKLA at http://www.morningstar.co.uk/uk/NSM, and this Supplementary Prospectus and the Prospectus are available free of charge from the offices of the Companies' investment manager, Albion Ventures, 1 King's Arms Yard, London, EC2R 7AF and the Albion Ventures website: www.albion-ventures.co.uk.

1 Significant new factors

1.1 Significant new factor relating to Albion Development VCT

On 23 March 2017, Albion Development VCT announced its financial results for the year ended 31 December 2016 (the "Albion Development VCT 2016 Accounts"). Albion Development VCT's auditor, BDO LLP, has reported on the Albion Development VCT 2016 Accounts without qualification and without statements under sections 495 to 497 of CA 2006.

The Albion Development VCT 2016 Accounts were prepared in accordance with Financial Reporting Standard 102, the fair value rules of CA 2006 and the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts". The Albion Development VCT 2016 Accounts contain a description of Albion Development VCT's financial condition, changes in financial condition and results of operation for the financial year ended 31 December 2016 and are being incorporated by reference into this Supplementary Prospectus. In the Albion Development VCT 2016 Accounts, Albion Development VCT reported that as at 31 December 2016 its net assets were £44.1m, giving a net asset value per Share of 70.7p.

Copies of the Albion Development VCT 2016 Accounts can be obtained free of charge from the offices of Albion Ventures and are available on the Albion Ventures website (www.albionventures.co.uk/funds/AADV under 'Financial Reports and Circulars'). The parts of Albion Development VCT 2016 Accounts which are not incorporated into this Supplementary Prospectus by reference are either not relevant for investors or are covered elsewhere in this Supplementary Prospectus or the Prospectus.

1.2 Significant new factor relating to Albion Technology & General VCT

On 23 March 2017, Albion Technology & General VCT announced its financial results for the year ended 31 December 2016 (the "Albion Technology & General VCT 2016 Accounts"). Albion Technology & General VCT's auditor, BDO LLP, has reported on the Albion Technology & General VCT 2016 Accounts without qualification and without statements under sections 495 to 497 of CA 2006.

The Albion Technology & General VCT 2016 Accounts were prepared in accordance with Financial Reporting Standard 102, the fair value rules of CA 2006 and the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts". The Albion Technology & General VCT 2016 Accounts contain a description of Albion Technology & General VCT's financial condition, changes in financial condition and results of operation for the financial year ended 31 December 2016 and are being incorporated by reference into this Supplementary Prospectus. In the Albion Technology & General VCT 2016 Accounts, Albion Technology & General VCT reported that as at 31 December 2016 its net assets were £64.4m, giving a net asset value per Share of 71.6p.

Copies of the Albion Technology & General VCT 2016 Accounts can be obtained free of charge from the offices of Albion Ventures and are available on the Albion Ventures website (www.albionventures.co.uk/funds/AATG under 'Financial Reports and Circulars'). The parts of the Albion Technology & General VCT 2016 Accounts which are not incorporated into this Supplementary Prospectus by reference are either not relevant for investors or are covered elsewhere in this Supplementary Prospectus or the Prospectus.

1.3 Significant new factor relating to Kings Arms Yard VCT

On 22 March 2017, Kings Arms Yard VCT announced its financial results for the year ended 31 December 2016 (the "Kings Arms Yard VCT 2016 Accounts"). Kings Arms Yard VCT's auditor, BDO LLP, has reported on the Kings Arms Yard VCT 2016 Accounts without qualification and without statements under sections 495 to 497 of CA 2006.

The Kings Arms Yard VCT 2016 Accounts were prepared in accordance with Financial Reporting Standard 102, the fair value rules of CA 2006 and the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts". The Kings Arms Yard VCT 2016 Accounts contain a description of Kings Arms Yard VCT's financial condition, changes in financial condition and results of operation for the financial year ended 31 December 2016 and are being incorporated by reference into this Supplementary Prospectus. In the Kings Arms Yard VCT 2016 Accounts, Kings Arms Yard VCT reported that as at 31 December 2016 its net assets were £53.0m, giving a net asset value per Share of 21.41p.

Copies of the Kings Arms Yard VCT 2016 Accounts can be obtained free of charge from the offices of Albion Ventures and are available on the Albion Ventures website (www.albionventures.co.uk/funds/KAY under 'Financial Reports and Circulars'). The parts of the Kings Arms Yard VCT 2016 Accounts which are not incorporated into this Supplementary Prospectus by reference are either not relevant for investors or are covered elsewhere in this Supplementary Prospectus or the Prospectus.

2 Documents incorporated by reference

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

2.1 Information incorporated by reference relating to Albion Development VCT

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

Information incorporated by reference	Page references of the Albion Development VCT 2016 Accounts
Balance sheet	Page 38
Income statement (or equivalent)	Page 37
Statement of changes in equity	Page 39
Statement of cash flows	Page 40
Accounting policies and notes	Page 41 to 53
Auditor's report	Page 33 to 36

Objective	Page 3
Performance summary	Page 4
Results and dividend	Page 5
Investment policy	Page 3
Chairman's statement	Page 6 and 7
Strategic report	Page 8 to 13
Portfolio of investments	Page 16 to 18
Valuation policy	Page 41

Key figures that summarise Albion Development VCT's financial position:

Profit on ordinary activities before taxation (£'000)	2,859
Earnings per Share (p)	4.7
Dividends per Share (p)	5.0
Net assets (£'000)	44,085
NAV per Share (p)	70.7

2.2 Information incorporated by reference relating to Albion Technology & General VCT

The information set out below relating to Albion Technology & General VCT is incorporated by reference in this document and is available as indicated above:

Information incorporated by reference	Page references of the Albion Technology & General VCT 2016 Accounts
Balance sheet	Page 42
Income statement (or equivalent)	Page 41
Statement of changes in equity	Page 43
Statement of cash flows	Page 44
Accounting policies and notes	Page 45 to 57
Auditor's report	Page 36 to 40

Objective	Page 3
Performance summary	Page 4
Results and dividend	Page 5
Investment policy	Page 3
Chairman's statement	Page 6 and 7
Strategic report	Page 8 to 14
Portfolio of investments	Page 17 to 19
Valuation policy	Page 45

Key figures that summarise Albion Technology & General VCT's financial position:

Profit on ordinary activities before taxation (£'000)	2,228
Earnings per Share (p)	2.5
Dividends per Share (p)	5.0
Net assets (£'000)	64,426
NAV per share (p)	71.6

2.3 Information incorporated by reference relating to Kings Arms Yard VCT

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

Information incorporated by reference	Page references of the Kings Arms Yard VCT 2016 Accounts
Balance sheet	Page 40
Income statement (or equivalent)	Page 39
Statement of changes in equity	Page 41
Statement of cash flows	Page 42
Accounting policies and notes	Page 43 to 54
Auditor's report	Page 34 to 38

Objective	Page 3
Performance summary	Page 4
Results and dividend	Page 5
Investment policy	Page 8
Chairman's statement	Page 6 and 7
Strategic report	Page 8 to 14
Portfolio of investments	Page 17 and 18
Valuation policy	Page 43

Key figures that summarise Kings Arms Yard VCT's financial position:

Profit on ordinary activities before taxation (£'000)	5,677
Earnings per Share (p)	2.32
Dividends per Share (p)	1.0
Net assets (£'000)	53,010
NAV per Share (p)	21.41

3 Supplements to the Summary

As a result of the publication of the Albion Development VCT 2016 Accounts, the Albion Technology & General VCT 2016 Accounts and the Kings Arms Yard VCT 2016 Accounts, the summary document which forms part of the Prospectus is hereby supplemented as follows:

	Selected financial	Certain selected historical information of Albion Development VCT, Albion Technology & General VCT and Kings Arms Yard VCT, which has been extracted without material
B7	information	adjustment from the audited financial statements referenced in the following table, is set
	and statement of any	out below:
	significant	Albion Development VCT Financial year to 31 December 2016 (audited)
	changes
		Year Ended:	31 December 2016
		Profit on ordinary activities before	2,859
		taxation (£'000)
		Earnings per Share (p)	4.7
		Dividends per Share (p)	5.0
		Net assets (£'000)	44,085
		NAV per Share (p)	70.7
		Albion Technology & General VCT Financial year to 31 December 2016 (audited)
		Year Ended:	31 December 2016
		Profit on ordinary activities before taxation (£'000)	2,228
		Earnings per Share (p)	2.5
		Dividends per Share (p)	5.0
		Net assets (£'000)	64,426
		NAV per Share (p)	71.6
		Kings Arms Yard VCT	Financial year to 31 December 2016 (audited)
		Year Ended:	31 December 2016
		Profit on ordinary activities before taxation (£'000)	5,677
		Earnings per Share (p)	2.32
		Dividends per Share (p)	1.0
		Net assets (£'000)	53,010
		NAV per Share (p)	21.41
		VCT, the issue of 3,984,807 Ordinary Shares on 31 January 2017	There have been no significant changes in the financial or trading position of any of the Companies during or subsequent to the period covered by the historical information set out above, save for the issue of 5,374,871 Ordinary Shares on 31 January 2017 pursuant to the Prospectus which raised in aggregate approximately £3.707m for Albion Development pursuant to the Prospectus which raised in aggregate approximately £3.884m for Albion Enterprise VCT, the issue of 5,297,504 Ordinary Shares on 31 January 2017 pursuant to the Prospectus which raised in aggregate approximately £3.644m for Albion Technology & General VCT,

	the issue of 6,754,971 Ordinary Shares on 31 January 2017 pursuant to the Prospectus which raised in aggregate approximately £4.758m for Albion Venture Capital Trust, the issue of 12,421,469 Ordinary Shares on 31 January 2017 pursuant to the Prospectus which raised in aggregate approximately £3.699m for Crown Place VCT, and the issue of 18,358,038 Ordinary Shares on 31 January 2017 pursuant to the Prospectus which raised in aggregate approximately £3.758m for Kings Arms Yard VCT, the announcement on 24 January 2017 that the board of directors of each of the Companies except Albion Development VCT has elected to exercise the over-allotment facilities referred to in the Prospectus, such that the maximum amount that may be raised by each Company (except Albion Development VCT) is increased to £6m, the announcement on 30 January 2017 by Albion Development VCT that its offer was fully subscribed and had closed, the announcement on 9 February 2017 by Albion Venture Capital Trust that its offer was fully
	subscribed and had closed, the announcement on 20 February 2017 by Albion Enterprise VCT that its offer was fully subscribed and closed and the announcements on 22 February 2017 by each of Albion Technology & General VCT, Crown Place VCT and Kings Arms Yard VCT that their respective offers were fully subscribed and had closed.

B10	Qualifications	Not applicable. There were no qualifications in the audit reports for Albion Development
	in the audit	VCT, Albion Technology & General VCT and Kings Arms Yard VCT for the years ended 31
	reports	December 2014, 31 December 2015, and 31 December 2016.

B45	Investment portfolio	Each of Albion Development VCT, Albion Technology & General VCT and Kings Arms Yard VCT invests in a diversified portfolio of UK growth businesses, which are principally unquoted. A summary of each of Albion Development VCT's, Albion Technology & General VCT's and Kings Arms Yard VCT's portfolio (representing at least 50 per cent. of its respective gross assets as at the date of this document (the values of NAV being as at 31 December 2016) is set out below:
			Albion Development VCT				Albion Technology & General VCT
			Book Value	Cost	% of NAV	Book Value	Cost	% of NAV
			£'000	£'000	%	£'000	£'000	%
		Unquoted	33,494	25,463	76.0	55,171	47,792	86
			Kings Arms Yard VCT
			Book Value	Cost	% of NAV
			£'000	£'000	%
		Unquoted	47,758	36,350	90

B46	Most recent	As at 31 December 2016 (the latest date in respect of which each of Albion Development
	net asset value	VCT, Albion Technology & General VCT and Kings Arms Yard VCT has published its NAV per
	per Share	Share), the audited NAV per Share for Albion Development VCT was 70.7p for Albion
		Technology & General VCT was 71.6p and for Kings Arms Yard VCT was 21.41p.

4 No significant change

Save for the publication of the annual report and accounts disclosed in this document, the issue of 5,374,871 Ordinary Shares on 31 January 2017 pursuant to the Prospectus which raised in aggregate approximately £3.707m for Albion Development VCT, the issue of 3,984,807 Ordinary Shares on 31 January 2017 pursuant to the Prospectus which raised in aggregate approximately £3.884m for Albion Enterprise VCT, the issue of 5,297,504 Ordinary Shares on 31 January 2017 pursuant to the Prospectus which raised in aggregate approximately £3.644m for Albion Technology & General VCT, the issue of 6,754,971 Ordinary Shares on 31 January 2017 pursuant to the Prospectus which raised in aggregate approximately £4.758m for Albion Venture Capital Trust, the issue of 12,421,469 Ordinary Shares on 31 January 2017 pursuant to the Prospectus which raised in aggregate approximately £3.699m for Crown Place VCT, and the issue of 18,358,038 Ordinary Shares on 31 January 2017 pursuant to the Prospectus which raised in aggregate approximately £3.758m for Kings Arms Yard VCT and the announcement on 24 January 2017 that the board of directors of each of the Companies except Albion Development VCT has elected to exercise the over-allotment facilities referred to in the Prospectus, such that the maximum amount that may be raised by each Company (except Albion Development VCT) is increased to £6m, the announcement on 30 January 2017 by Albion Development VCT that its offer was fully subscribed and had closed, the announcement on 9 February 2017 by Albion Venture Capital Trust that its offer was fully subscribed and had closed, the announcement on 20 February 2017 by Albion Enterprise VCT that its offer was fully subscribed and closed and the announcements on 22 February 2017 by each of Albion Technology & General VCT, Crown Place VCT and Kings Arms Yard VCT that their respective offers were fully subscribed and had closed, there has been no significant change in the financial or trading position of any of the Companies since the end of the last financial period for which audited financial information has been published .

24 March 2017