Securities Note

Albion VCTs Prospectus Top Up Offers 2018/19

Albion VCTs Prospectus Top Up Offers 2018/2019

Offers for Subscription to raise, in aggregate, up to £36 million* (* together with an over allotment facility of a further £12 million)

Albion Development VCT Offer to raise up to £6 million* Albion Enterprise VCT Offer to raise up to £6 million* Albion Technology & General VCT Offer to raise up to £6 million* Albion Venture Capital Trust Offer to raise up to £6 million* Crown Place VCT Offer to raise up to £6 million* Kings Arms Yard VCT Offer to raise up to £6 million*

*Each individual VCT may elect to raise an additional £2 million pursuant to the over-allotment facility.

SECURITIES NOTE

7 January 2019

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 INTERMEDIARY AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FSMA).

THIS DOCUMENT CONSTITUTES A SECURITIES NOTE (SECURITIES NOTE) 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). ADDITIONAL INFORMATION RELATING TO THE COMPANIES IS CONTAINED IN A REGISTRATION DOCUMENT ISSUED BY THE COMPANIES (REGISTRATION DOCUMENT). THIS SECURITIES NOTE, THE REGISTRATION DOCUMENT AND A SUMMARY (SUMMARY) HAVE BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS RULES MADE UNDER FSMA AND HAVE BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY (FCA) IN ACCORDANCE WITH FSMA AND CONSTITUTE A PROSPECTUS ISSUED BY THE COMPANIES DATED 7 JANUARY 2019. THE PROSPECTUS HAS BEEN FILED WITH THE FCA IN ACCORDANCE WITH THE PROSPECTUS RULES AND YOU ARE ADVISED TO READ THE PROSPECTUS IN FULL.

THIS DOCUMENT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH THE PROSPECTUS DIRECTIVE, ENGLISH LAW AND THE RULES OF THE UK LISTING AUTHORITY (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 (whose names are set out on page 55) accept responsibility for the information contained in the 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 the 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)

Offers for Subscription

to raise, in aggregate, up to £36 million by way of an issue of New Shares together with an over allotment facility of a further £12 million Sponsored by Howard Kennedy Corporate Services LLP

Howard Kennedy Corporate Services LLP (Howard Kennedy), which is authorised and regulated in the United Kingdom for the conduct of investment business by the FCA, is acting exclusively for the Companies and for no one else in connection with the Offers and, subject to the responsibilities and liabilities imposed by FSMA or the regulatory regime established thereunder, will not be responsible to any person other than the Companies for providing the protections afforded to customers of Howard Kennedy or for providing advice to them in relation to the Offers or any other matter referred to in this document. Howard Kennedy is not making any representation or warranty, express or implied, as to the contents of this document.

Each Company's existing Shares are listed on the premium segment of the Official List of the UKLA and traded on the London Stock Exchange's main market for listed securities. Applications will be made to the UKLA for the New Shares to be admitted to the Official List and to the London Stock Exchange for such New Shares to be admitted to trading on its main market for listed securities. It is expected that admission to the Official List will become effective and that dealings in the New Shares will commence within three Business Days following allotment.

Copies of this Securities Note, the Registration Document and the Summary (and any supplementary prospectus published by the relevant Company or Companies) are available free of charge from the offices of the Companies' investment manager, Albion Capital Group LLP, 1 King's Arms Yard, London EC2R 7AF and the Albion Capital website: www.albion.capital.

The New Shares have not been, nor will they be, registered in the United States under the United States Securities Act of 1933, as amended, (Securities Act) or under the securities laws of Canada, Australia, Japan or South Africa (each a Restricted Territory) and they may not be offered or sold directly or indirectly within the United States or any of the Restricted Territories or to, or for the account or benefit of, US Persons (as defined in Regulation S made under the Securities Act) or any national, citizen or resident of the United States or any of the Restricted Territories. The Offers are not being made, directly or indirectly, in or into the United States or any of the Restricted Territories or in any other jurisdiction where to do so would be unlawful. The distribution of this document in jurisdictions other than the UK may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves about and observe any of these restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities law of any such jurisdiction. The Application Form is not being and must not be forwarded to or transmitted in or into the United States or a Restricted Territory. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this document and/or the Application Form should read the paragraph entitled "Overseas Investors" on page 102 of the Registration Document before taking any action.

YOUR ATTENTION IS DRAWN TO THE RISK FACTORS ON PAGES 4 AND 5. AN INVESTMENT IN THE COMPANIES IS ONLY SUITABLE FOR INVESTORS WHO ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF SUCH AN INVESTMENT AND HAVE SUFFICIENT RESOURCES TO BEAR ANY LOSS THAT MAY ARISE.

Risk Factors	4
Expected Timetable	6
Statistics for the Offers	7
Part I: Letter from the Chairmen	8
Part II: The Offers	10
Part III: The Companies	15
Part IV: Additional Information	28
Part V: Taxation Considerations	38
Part VI: Definitions	42
APPLICATION PROCEDURE AND APPLICATION FORM	45
TERMS AND CONDITIONS	46
NOTES ON COMPLETION OF THE APPLICATION FORM	48
APPLICATION FORM	51
Directors, Manager and Advisers	55

The following are those risk factors which are material to each Company's Shares and of which each Company's respective Directors are aware. Material risk factors relating to the Companies are contained in the Registration Document. Additional factors which are not presently known to the Directors, or that the Directors currently deem immaterial, may also have an effect on the market risk attaching to their respective Company's Shares.

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 and will be determined, among other things, by the interaction of supply and demand for such Shares in the market, as well as the net asset value per Share.
The disposal of New Shares within five years of their issue will result in some or all of the 30 per cent. income tax relief available upon investment becoming repayable. On this basis, investing in New Shares should be considered a long-term investment. The availability of income tax relief on a subscription for shares in a VCT issued after 5 April 2014 is restricted where it is 'linked' to a sale of shares in the same VCT. For these purposes, linked means (i) the sale of the shares in the VCT was conditional on the subscription for shares in the same VCT (or vice versa) or (ii) the subscription for shares in the VCT and the sale of shares in the same VCT were within six months of each other (irrespective of which comes first). If the subscription is 'linked', the amount on which VCT income tax relief can be claimed will be reduced by the amount of the consideration of any linked sales.
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. There is no guarantee that dividends will be paid nor that any dividend objective will be met.
Investment in the Shares should be viewed as long term in nature and is not suitable for all individuals. Shareholders have no right to have their Shares repurchased by the Companies at any time. Any Shareholder wishing to dispose of his Shares may, therefore, be required to dispose of such Shares by means of a market transfer.
The secondary market for VCT shares is generally illiquid, 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. The spread between the buying and selling price of such shares may be wide and thus the price used for valuation may not be achievable.
Whilst each Company has sought to buy back its Shares in the past, there is no guarantee that there will be any buyback or other opportunity for Shareholders to realise their holdings in the future. Accordingly, if the Shares trade at a discount to the net asset value per Share, an investor may not be able to realise the net asset value per Share until liquidation of the Company or the occurrence of another corporate event (if any) which may enable Shareholders to realise their Shares at or close to the net asset value per Share.
The information in this document is based on existing legislation, including taxation legislation. The tax reliefs described are those currently available. The tax rules or their interpretation in relation to an investment in any one or more of the Companies and/or rates of tax may change during the life of those Companies and may be retrospective. The value of tax reliefs depends on the personal circumstances of holders of Shares in any one or more of the Companies, who should consult their own tax advisers before making any investment in the Companies.
The Articles provide that Shareholders of Kings Arms Yard VCT and Crown Place VCT will vote at annual general meetings held in 2020 and 2021 respectively as to whether the Companies are to continue as VCTs. In the event that the relevant Shareholders vote for one or more of the Companies not to continue as a VCT, proposals could be implemented such that Shareholders would not be able to achieve the minimum five-year holding period for their New Shares and which would result in the loss of the tax reliefs as further explained in Part V.
Investors should be aware that new conditions have applied since 18 November 2015. The changes introduce a maximum age limit for companies receiving VCT investments (generally 7 years from first commercial sale or 10 years for "knowledge intensive" companies), and a maximum amount of Risk Finance State Aid which a company can receive over its lifetime (£12 million, or £20 million for "knowledge intensive" companies). There are further restrictions on the use of VCT funds received by investee companies. These changes may mean that there are fewer opportunities for investment, and that the Companies may not necessarily be able to provide further investment funds for companies already in their portfolio.
Investors should also be aware of the changes introduced in the Finance Act 2018, designed to focus investment in innovative growth companies. This is expected to lead to a reduction in asset-based businesses over time and may lead to increased volatility in the value of the Companies' Shares.
On 23 June 2016, the UK held a referendum in which voters approved an exit from the EU, commonly referred to as "Brexit". The British government is still negotiating the terms of the UK's future relationship with the EU. It is unknown at this time what terms will emerge, whether changed regulatory control at this time affecting VCTs will increase or decrease or how the eventual terms will affect positively or negatively the business model, business operations and financial results or impact sales demand, material and labour costs, availability and cost of finance for a Company or an underlying investee company.

Expected Timetable

Offers open	7 January 2019
First allotment	1 April 2019
Final allotment for 2018/2019	5 April 2019
First allotment for 2019/2020	12 April 2019
Offers close	2 p.m. on 30 September 2019
Dealings in New Shares commence	within 3 Business Days following allotment
Definitive share certificates dispatched	within 15 Business Days of allotment

Note:

Each Board may close its respective Company's Offer earlier than the date stated above if it is fully subscribed by an earlier date or may extend such Offer to a date up to and including 6 January 2020. Each Board further reserves the right to accept Application Forms and to allot and arrange for the listing of New Shares in its Company in respect of Subscriptions received for its Company's Offer on or prior to the closing date of such Offer as the relevant Board sees fit, which may not be on the dates stated above.

Statistics for the Offers

The number of New Shares to be allotted in each Offer will be determined by each Company's respective Offer Price as set out below. 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.

The Offer Price at which the New Shares will be allotted in respect of each Offer will be calculated on the basis of the following formula (Pricing Formula):

Latest published NAV of an existing Share (adjusted as necessary for dividends subsequently paid or in respect of which the record date has passed) at the time of allotment divided by 0.975 (to allow for issue costs of 2.5 per cent.) and rounded up to the nearest 0.1p per Share.

Early Bird Offers

Investors for the first £10 million who apply by 2 p.m. on 28 February 2019 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 0.985.
New investors who are not existing Shareholders in any Albion VCT 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 0.98.

Any application made under the Offers must be based on the information provided in the Prospectus, being this Securities Note, the Summary and the Registration Document all dated 7 January 2019, and any Supplementary Prospectus, copies of which may be found on the website of Albion Capital at www.albion.capital.

	Maximum gross amount to be raised under each Offer	Net proceeds (assuming full subscription) under each Offer
Albion Development VCT Offer	£6 million	£5.85 million
Albion Enterprise VCT Offer	£6 million	£5.85 million
Albion Technology & General VCT Offer	£6 million	£5.85 million
Albion Venture Capital Trust Offer	£6 million	£5.85 million
Crown Place VCT Offer	£6 million	£5.85 million
Kings Arms Yard VCT Offer	£6 million	£5.85 million

Minimum aggregate Subscription under
one or more of the Offers	£6,000
Minimum Subscription under each Offer	£1,000
Costs of each Offer	2.5 per cent. of the amount raised

Part I: Letter from the Chairmen

Dear Investor

7 January 2019

We are pleased to offer new investors and existing Shareholders the opportunity to acquire New Shares in the six Albion VCTs through the Albion VCTs Offers for Subscription.

The Offers (where equal amounts are invested in each Offer) are designed to provide investors with an investment in a broad, balanced portfolio of UK private companies, increasingly focused on innovation and growth and providing a regular monthly dividend yield.

The following table shows the maximum amount each Company may raise under these prospectus Offers:

	Maximum amounts under these prospectus Offers
Albion Development VCT	£6 million
Albion Enterprise VCT	£6 million
Albion Technology & General VCT	£6 million
Albion Venture Capital Trust	£6 million
Crown Place VCT	£6 million
Kings Arms Yard VCT	£6 million

* In addition, the board of each VCT may elect to raise up to a further £2 million pursuant to an over allotment facility, if applications are received in excess of the maximum amount and the relevant boards wish to accept those applications. The maximum amount for each VCT including the over allotment facility is £8 million.

The amounts to be raised will be pursuant to existing shareholder authorities granted at the most recent general meetings of each Company (or pursuant to the extension or renewal of such authorities).

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 and provide additional working capital.

Amounts subscribed under each Offer will be invested directly in New Shares in the relevant Company. This will enable investors to participate in the investment returns of that Company's existing investment portfolio and to receive all dividends declared by the relevant Company that have a record date after the allotment of the relevant New Shares.

Investors who subscribe for shares in all of the Companies should receive a dividend payment at the end of each month, with an approximate dividend yield, based on the current annual dividend targets and the latest reported net asset values, of around 5.5 per cent. per annum (equivalent to approximately 7.8 per cent. on net cost after tax relief). These dividends are normally tax free and can be reinvested under the dividend reinvestment schemes of each of the Albion VCTs by ticking the relevant box on the Application Form. Reinvestment of dividends allows investors to obtain additional tax relief on the amount of the dividend reinvested, provided that the shares are held for a minimum of five years. Further details are shown on the web page for each Albion VCT at www.albion.capital under the "Investor Centre" section.

The minimum aggregate investment in the Offers is £6,000 and the minimum investment in each individual Offer selected is £1,000. The maximum subscription that is eligible for 30 per cent. income tax relief, provided the Shares are held for five years, is £200,000 per person per tax year. Further information on VCT tax reliefs is set out in Part V of this Securities Note.

Investors may elect to invest equally in all of the Offers or invest different amounts under one or more of the Offers, subject to the Offers not having closed by the time the Application Form is processed. The Offer Price at which the New Shares will be issued will be calculated by way of the Pricing Formula, which is based on the latest published NAV per Share of the relevant Company as at the time of allotment, adjusted as necessary for dividends subsequently paid or in respect of which the record date has passed and the costs of the Offer. Existing shareholders and new investors who subscribe for the first £10 million by 2 p.m. on 28 February 2019 will benefit from the "Early Bird" discounts, described in Part II.

Investors should note that new legislation was introduced in 2014 restricting tax relief on subscription for shares in a venture capital trust after 5 April 2014 where, within six months of subscription, the investor has disposed of shares in that venture capital trust.

Investors may also be aware that new legislation was introduced in 2015 which limits the amount of state aid risk finance that a company can receive, sets out time limits for companies after which state aid risk finance can no longer be provided, and prohibits the use of such finance for acquisitions of existing businesses or trades.

Further significant changes were introduced in the Finance Act 2018. These include the introduction of a risk-to-capital condition, a requirement that at least 30 per cent. of new funds raised must be invested within 12 months of the accounting period in which the shares are issued, and for accounting periods beginning after 5 April 2019 the minimum level of qualifying investments rises to 80 per cent. (from 70 per cent. previously). In addition, venture capital trusts may no longer offer secured loans and may no longer use old funds to make new investments in asset-based businesses such as care home and hotels.

Further details of the Offers are set out in Part II of this Securities Note and in the Terms and Conditions. Further details on the Companies are set out in Parts III and IV of this Securities Note.

Yours faithfully

Geoffrey Vero Maxwell Packe Chairman, Albion Development VCT PLC Chairman, Albion Enterprise VCT PLC

Neil Cross Richard Glover Chairman, Albion Technology & General VCT PLC Chairman, Albion Venture Capital Trust PLC

Richard Huntingford Robin Field

Chairman, Crown Place VCT PLC Chairman, Kings Arms Yard VCT PLC

Part II: The Offers

Amount to be raised

The amount each Company is seeking to raise through its own Offer is shown in the table below; the amount to be raised in aggregate across the Offers is £36 million (before costs) (although the Directors of the VCTs may resolve to extend the Offers by up to a further £12 million in aggregate). The Offers are not underwritten.

Amount to be raised (before costs)

Albion Development VCT	up to £6 million*
Albion Enterprise VCT	up to £6 million*
Albion Technology & General VCT	up to £6 million*
Albion Venture Capital Trust	up to £6 million*
Crown Place VCT	up to £6 million*
Kings Arms Yard VCT	up to £6 million*

*In addition, the board of each VCT may elect to raise up to a further £2 million pursuant to an over allotment facility, if applications are received in excess of the maximum amount and the relevant boards wish to accept those applications. The maximum amount for each VCT including the over allotment facility is £8 million.

Terms of the Offers

Subscribers may elect to invest equally in all of the Offers or invest different amounts under one or more of the Offers, subject to the Offers not having closed by the time the Application Form is processed as detailed in the application procedure on page 45. The minimum aggregate investment in the Offers is £6,000 and the minimum investment in each individual Offer selected is £1,000. Applications must be in multiples of £1,000 per elected Offer.

The New Shares will rank pari passu with existing Shares from the date of issue save in respect of any dividends for which the record date has already passed. There is no maximum amount for which a Subscriber may subscribe under the Offers. However, a Subscriber may wish to consider the annual VCT allowance of £200,000 per Qualifying Investor, as detailed in Part V of this Securities Note, and the acquisition of other shares in VCTs that may have been made prior to subscribing to the Offers during the current tax year and which would count towards this annual allowance.

Pricing Formula

The number of New Shares to be allotted under each Offer will be determined by dividing the Subscription amount for that Offer by an Offer Price calculated on the basis of the following formula (Pricing Formula) applied to the relevant Company:

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 0.975 (to allow for issue costs of 2.5 per cent.) and rounded up to the nearest 0.1p per Share.

Early Bird Offers

Investors who apply for the first £10 million by 2 p.m. on 28 February 2019 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 0.985.
New investors 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 0.98.

The number of New Shares to be issued under each Offer will be rounded down to the nearest whole number (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 made payable to the Subscriber sent to the address shown on the Application Form or by bank transfer (save where the amount is less than £1 per Offer, in which case it will be retained by the relevant Company).

An illustration of the Pricing Formula

Set out below is an illustration of the application of the Pricing Formula based on the latest published NAV (unaudited) of each Company:

	Latest published NAV per Share (unaudited) (p)*	Latest published NAV per Share (adjusted for dividends) (p)**	Illustrative offer price per New Share (p)***
Albion Development VCT	80.4	80.4	82.5
Albion Enterprise VCT	112.12	109.12	112.0
Albion Technology & General VCT	77.9	75.9	77.9
Albion Venture Capital Trust	78.1	75.6	77.6
Crown Place VCT	34.56	33.56	34.5
Kings Arms Yard VCT	22.81	22.21	22.8

* The latest published NAV per Share for each of the Companies is as at 30 September 2018.

^** Subsequent to 30 September 2018 Kings Arms Yard VCT paid a dividend of 0.6p per Share on 31 October 2018, Crown Place VCT paid a dividend of 1.0p per Share on 30 November 2018 and Albion Technology & General VCT paid a dividend of 2.0p per Share on 31 December 2018. Albion Venture Capital Trust will pay a dividend of 2.5p per Share on 31 January 2019 and Albion Enterprise VCT will pay a dividend of 3.0p per Share on 28 February 2019.

^*** The Offer Prices used above are for illustrative purposes only as the NAV per Share for each Company is likely to be different for the purposes of calculating the actual Offer Prices applicable to each allotment of New Shares under each Offer (which may be higher or lower than in the example above depending on when the allotment is made). In all cases the Offer Price will be rounded up to one decimal place. The number of shares issued will be rounded down to the nearest whole number.

Timetable

Each Offer will open on 7 January 2019 and close on 30 September 2019. However, each Board may close its Company's Offer earlier than the date stated above or may extend such Offer to a date up to and including 6 January 2020, at the relevant Board's absolute discretion. Subscriptions will be allocated in order of receipt as far as practicably possible.

The first allotments of New Shares under the Offers are expected to occur on 1 April 2019 but the right is reserved by the Companies to allot New Shares, for which valid applications under the Offers are received, at any time. In relation to each allotment, an announcement will be released by each Company through a Regulatory Information Service, including details of the number of New Shares allotted in that Company and the relevant Offer Price for the allotment. The total amount subscribed for each Offer will be announced through a Regulatory Information Service once the relevant Offer has closed.

Effect of the Offers

The impact of the Offers on each Company's NAV per share, on the basis that the associated costs are incorporated into the Pricing Formula used to calculate the Offer Price, will be neutral. Each Company's assets will be increased by the net proceeds of its Offer. The impact of the Offers on each Company's earnings is expected to be immaterial.

Use of proceeds

Costs of the Offers

The costs of the Offers are limited to 2.5 per cent. of the gross proceeds of each Company's Offer.

On this basis, and assuming that each Offer is fully subscribed (but ignoring the over allotment facility), the total costs of each Offer would be:

	Total costs
Albion Development VCT	£0.15 million
Albion Enterprise VCT	£0.15 million
Albion Technology & General VCT	£0.15 million
Albion Venture Capital Trust	£0.15 million
Crown Place VCT	£0.15 million
Kings Arms Yard VCT	£0.15 million

Intermediary commissions

The Manager has agreed to pay a trail commission to execution-only intermediaries, normally of 0.4 per cent. per annum for five years until 31 March 2024.

The annual trail commission will cease to be payable if the Shares are sold by the relevant subscribers, if the relevant Company is wound up, if the Manager is no longer the investment manager of the relevant Company or if the Manager is no longer permitted under the FCA rules to make such a payment. Intermediaries must substantiate the interests of investors who hold their Shares through nominees to the satisfaction of the Manager.

Investment by the Directors and the Manager

Directors of the Albion VCTs and staff of the Manager have to date invested over £4 million in the VCTs managed by Albion Capital.

Application procedure

Subscribers may elect to invest equally in all of the Offers or invest different amounts under one or more of the Offers, subject to the Offers being open at the time their Application Forms are processed. The minimum aggregate investment in the Offers is £6,000 and the minimum investment in each individual Offer selected is £1,000. Applications must be in multiples of £1,000 per elected Offer.

Where Subscribers have elected to invest equally in all of the Offers, as far as practically possible, the following will apply at the time their Application Forms are processed:

If all of the Offers remain open, the Subscriptions will be invested equally in all of the Offers.
If one or more of the Offers has closed, the Subscriptions will be invested equally in all of the Offers which remain open.
If all of the Offers have closed, the total amount subscribed will be returned.

Where Subscribers have elected to invest different amounts under one or more of the Offers, as far as practically possible, the following will apply at the time their Application Forms are processed:

If all of the chosen Offers remain open, the Subscriptions will be invested as elected on the Application Form.
If one or more, but not all, of the chosen Offers have closed, Subscribers may elect to have either:
(1) their Subscriptions, in respect of the closed Offer(s), re-allocated equally to the other Offers that they have subscribed to that remain open; or
(2) their Subscriptions, in respect of the closed Offer(s), re-allocated equally to any Offers that remain open; or
(3) their Subscriptions, in respect of the closed Offer(s), returned; or
(4) their Subscriptions returned in full (i.e. no Subscription will be made).
If all of the Offers have closed, the total amount subscribed will be returned.

Applications under each Offer will, as far as practically possible, be accepted on a first come, first served basis, subject always to the discretion of the relevant Board. Subscribers are encouraged to submit their Application Form early in order to be confident that their application will be successful.

Application Forms must be accompanied by either a cheque dated the same day as the Application Form (no post-dated cheques will be accepted), or if the sums are to be paid electronically then the funds must be in the Albion Venture Capital Trust bank account within 24 hours. The Application Form will not be accepted until the cheque has cleared or funds have been received in the bank. Multiple applications under the Offers from the same Subscriber will be processed in order of receipt.

The Terms and Conditions of Subscription for the New Shares under each Offer are set out on pages 46 and 47 of this Securities Note. By signing the Application Form, Subscribers will be declaring that they have read the Terms and Conditions of Subscription and agree to be bound by them.

Subscribers are advised to read the Notes on how to complete the Application Form on pages 48 to 49 of this document, in particular in respect of how to make elections as to investing in all or specific Offers and the consequences of one or more of the Offers already being fully subscribed or deemed to have closed by the time the Application Form is processed.

Each Company and its respective Directors consent to the issue of the Prospectus, and accept responsibility for the content of the Prospectus, with respect to subsequent resale or final placement of Shares by financial intermediaries. The offer period within which subsequent resale or final placement of Shares by financial intermediaries can be made and for which consent to use the Prospectus is given is from the date of the Prospectus until 30 September 2019, unless previously closed or extended by the Directors to a date not later than 6 January 2020. There are no conditions attaching to this consent. Financial intermediaries may only use the Prospectus in the UK.

Information on the terms and conditions of the offer by the financial intermediary will be given to Subscribers by financial intermediaries at the time the offer is made to them by the financial intermediary. Any financial intermediary using the Prospectus must state on its website that it is using the Prospectus in accordance with the consent set out above.

Other key information

Application Forms

The Application Form can be found attached at the end of this Securities Note. Additional Application Forms can be obtained from the website of the Manager, whose contact details are set out on page 55 of this document. Applicants are required to acknowledge the existence of the Key Information Documents for the Albion VCTs on the Manager's website.

Payment details

Cheques should be made payable to "Albion VCTs Offers for Subscription" and dated the same day as the Application Form.

If you would like to pay by bank transfer, please contact Albion Capital on 0207 601 1850 and make payment to the account details set out on the Application Form.

Pending allotment, Albion Venture Capital Trust will retain the Subscription monies in a separate bank account, on trust for the relevant Companies to which the Subscription relates.

Applications

Your Application Form and cheque (unless payment is made by bank transfer) should be sent to Albion Capital Group LLP, 1 King's Arms Yard, London EC2R 7AF. If paying by cheque then the Application Form must be accompanied by a cheque which is dated the same day as the Application Form. No post-dated cheques will be accepted.

Share and tax certificates

The Registrars, Computershare Investor Services PLC, will send share and tax certificates approximately 15 Business Days after the allotment of the New Shares. These documents are important and should be kept in a safe place. Administration and other fees will be charged for replacement share and tax certificates to be issued. You can provide your CREST details if you would like any New Shares which are allotted to you to be credited to your CREST account.

The first allotments are expected to take place on 1 April 2019. However, allotments can take place earlier or at any other time by each Company at the discretion of its Board. Allotments will be announced through a Regulatory Information Service.

Helpline

Please call Albion at any time during office hours on 0207 601 1850. Please note that Albion cannot give any personal tax, legal, investment or financial advice.

Investment objectives

Each Company is a tax-efficient listed company which aims to achieve long-term investment returns for private investors. Funds raised under the Offers will supplement the Companies' capacity to continue to invest across the business cycle in new and existing portfolio companies in accordance with the Companies' existing investment policies. The Companies normally co-invest with each other, enabling them to invest in larger transactions and into a wider range of unquoted companies.

Investment policies

Each Company's investment policy is to invest primarily in a diverse portfolio of unquoted UK growth businesses. The investment policy of each Company as at the date of this document is set out in full in Part II of the Registration Document.

The investment policy of each Company has been amended, with shareholder approval, during 2018 to reflect changes to the legislation governing venture capital trusts announced in the November 2017 Autumn Budget and subsequently enacted in the Finance Act 2018. As a result of those changes, VCTs may no longer offer secured loans to portfolio companies and for VCT tax reliefs to be available, portfolio companies must satisfy a "risk to capital" condition. This means that the portfolio company must have an objective to grow and develop over the long term and there must be a significant risk that there could be a loss of capital to the VCT of an amount exceeding the net return from that company.

Established companies with invested portfolios

The Companies were established between 1995 and 2006 and together had a combined net asset value at 30 September 2018 of approximately £400 million.

Through investment in all of the Offers, investors will have exposure to approximately 70 unquoted smaller UK businesses, in most of which a number of the Albion VCTs have co-invested. This will give investors the opportunity to participate in a balanced portfolio.

The following chart provides an analysis of the portfolio by sector as at 30 September 2018:

These percentages will vary from Company to Company. Further details of the VCTs' investment portfolios can be found in the Registration Document.

A summary of each Company's unaudited investment portfolio as at 30 September 2018 is shown in the following table:

Company	Unquoted asset-based companies (% of NAV)	Unquoted growth companies (% of NAV)	Quoted growth companies* (% of NAV)	Cash and deposits less current liabilities** (% of NAV)
Albion Development VCT	39	40	–	21
Albion Enterprise VCT	34	45	–	21
Albion Technology & General VCT	48	36	1	15
Albion Venture Capital Trust	86	2	–	12
Crown Place VCT	52	28	1	19
Kings Arms Yard VCT	42	42	1	15

* For the purposes of this table quoted growth companies include companies quoted on AIM.

** Investments in the SVS Albion OLIM UK Equity Income Fund are included in cash and deposits less current liabilities.

Following the recent changes in VCT legislation and the consequent changes to the Companies' investment policies, the asset-based percentage of each Company's portfolio is expected to reduce over time.

The following charts show analyses of the combined investment portfolio (excluding cash and liquid investments) at 30 September 2018 by stage of company and number of employees. Early stage companies have revenue of less than £1 million, growth companies have revenue between £1 million and £5 million and scale up companies have revenue of over £5 million.

Examples of recent investments made

In the year to 30 September 2018 the Companies invested approximately £31 million in around 21 new and existing investee companies across a range of sectors. Examples of recent investments made are as follows:

Recent deals	Deal Type	Business
	Follow on	G. Networks provides ultra-fast fibre optic broadband to SMEs in central London. The company installs and owns their own fibre network and provides fast reliable 'Fibre to the Premises (' FTTP') at speeds up to 10GB.
	New	Dedicated wedding venue in Wiltshire.
	New	The Evewell women's health clinic in Harley Street, London.
	Follow on	Online marketplace providing flexible access to gyms.
	Follow on	Cyber security business using the latest data science techniques to enable commercial enterprises assess the adequacy of their cyber defences.
	New	Online marketplace connecting parents and nannies.
	Follow on	Mobile-first sports marketing agency based on a fan engagement platform.
	New	Online platform providing family focused psychological care.
	New	Patient engagement and data capture platform.

Follow on	Quantexa uses the latest advances in big data analytics and artificial intelligence to help its banking, insurance and government customers detect financial crime.
New	Platform for the automated creation of marketing copy.
New	Formulation technology services and drug development.
New	Patient engagement and data collection for clinical trials related to rare diseases.
Follow on	Locum's Nest is a web platform and mobile application which allows NHS Trusts to manage their requirements for locum doctors in a more efficient and cost effective manner.
New	Secure mobile messaging and workflow tool for doctors and care workers.

In the year ended 30 September 2018 the Albion VCTs exited five companies, receiving proceeds of approximately £39 million, the most notable being the disposal of Grapeshot Limited, for expected total proceeds of approximately £27 million, resulting in a return of approximately 10 times cost.

Further details of the existing portfolios of each Company are set out in Part IV of the Registration Document.

In addition, Albion Development VCT, Albion Enterprise VCT and Albion Technology & General VCT have invested £1.40 million, £3.20 million and £2.26 million respectively to date in the SVS Albion OLIM UK Equity Income Fund, which is an open-ended equity fund. Albion Capital has agreed to reduce its management fee in respect of investments in that fund by 0.75 per cent., being the management fee charged by OLIM Investment Managers. Under their respective investment policies, investment in open-ended equity funds may not exceed 8 per cent. of Albion Development VCT's net assets, 10 per cent. of Albion Enterprise VCT's net assets or 7.5 per cent. of Albion Technology & General VCT's net assets at the time of investment.

Future performance

The future performance of each Company's portfolio will be determined in the short to medium term by their existing investment portfolios. As investments are sold and new investments made, the longer term performance of each Company's portfolio will be determined by Albion's ability to find, select and manage investments in innovative, growing businesses. Investments in smaller unquoted and quoted companies are often less liquid than those in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such investments. In addition, past performance is no indication of future performance.

Track record

The Albion team manages approximately £400 million in VCTs and over the past five years the VCTs under Albion's management have returned over £86 million in dividends and over £30 million in buy-backs to shareholders. Cumulatively since inception of the VCTs or since Albion took over management, the Albion VCTs have returned over £220 million in dividends and over £80 million in buy-backs.

The following graph sets out the total NAV return of the Albion VCTs for the five years to 30 September 2018 and the year to 30 September 2018, comprising dividends paid and change in net asset value: The following graph sets out the performance of the VCTs over the 5 years to 30 September 2016 and the

The cumulative results for the first eight top up offers, assuming investment across the relevant VCTs on the first allotment date, are as follows:

	Year of launch	Total return since launch	Total return with tax relief	Dividends in last 12 months
Albion VCTs Linked Top Up Offers 2010/2011	2010	139.6p	169.6p	5.3p for every £1 invested
Albion VCTs Linked Top Up Offers 2011/2012	2011	138.4p	168.4p	5.5p for every £1 invested
Albion VCTs Top Up Offers 2012/2013	2012	135.3p	165.3p	5.5p for every £1 invested
Albion VCTs Top Up Offers 2013/2014	2013	134.8p	164.8p	5.8p for every £1 invested
Albion VCTs Top Up Offers 2014/2015	2014	130.1p	160.1p	5.9p for every £1 invested
Albion VCTs Top Up Offers 2015/2016	2015	124.4p	154.4p	5.9p for every £1 invested
Albion VCTs Top Up Offers 2016/2017	2016	119.8p	149.8p	6.0p for every £1 invested
Albion VCTs Top Up Offers 2017/2018	2017	111.8p	141.8p	5.6p for every £1 invested

The following table sets out the total returns for each VCT:

Fund	Launch date	Total dividends paid (p)	Total return since launch (before tax relief)† (p)	Total return (after tax relief) (p)
Albion Venture Capital Trust
- Ordinary Shares	April 1996	152.30	230.40	250.40
- former C Shares*	April 1997	140.75	218.85	238.85
- former Albion Prime VCT Shares*	April 1997	75.35	144.09	164.09
Albion Development VCT
- Ordinary Shares	January 1999	95.75	176.15	196.15
- former C Shares*	October 2002/ January 2004	84.94	171.09	191.09
- former D Shares*	December 2009	43.96	164.35	194.35
Albion Technology & General VCT
- Ordinary Shares	January 2001	99.00	174.90	194.90
- former C Shares*	January 2006	41.06	100.10	140.10
- former Albion Income & Growth VCT Shares*	October 2004	44.67	103.97	143.97
Albion Enterprise VCT	April 2007	41.85	153.97	183.97
Crown Place VCT**	April 1998	31.80	150.60	n/a
Kings Arms Yard VCT**	April 1996	7.87	181.20	n/a

† Dividends paid plus latest announced NAV. This excludes all tax reliefs.

* *The Albion Venture Capital Trust C shares were converted to Ordinary shares at a rate of 1 Ordinary share for each C share. Albion Prime VCT PLC merged with Albion Venture Capital Trust at a ratio of 0.8801 Albion Venture Capital Trust shares for each Albion Prime VCT PLC share. Albion Development VCT C shares were converted to Ordinary shares at a rate of 1.0715 Ordinary shares for each C share. Albion Development VCT D shares were converted to Ordinary shares at a rate of 1.4975 Ordinary shares for each D share. Albion Technology & General VCT C shares were converted to Ordinary shares at a rate of 0.7779 Ordinary shares for each C share. Albion Income & Growth VCT PLC merged with Albion Technology & General VCT at a rate of 0.7813 Albion Technology & General VCT shares for each Albion Income & Growth VCT PLC share.

**Albion Capital took over the management of Crown Place VCT in April 2005 and Kings Arms Yard VCT in January 2011. Total dividends paid are calculated from when Albion Capital took over the management. The NAV for both companies has been rebased to 100 as at these dates.

Further details regarding the financial performance of each Albion VCT, including the most recent Chairman's statements for each VCT, can be found in the Financial Reports which are incorporated by reference in the Prospectus in Part III of the Registration Document. Past performance is not a guide to future performance.

Dividends

The dividend policy of each Company is to seek to maintain a regular flow of dividends to its Shareholders. The most recently announced annual dividend target for each VCT is set out below.

	Current target dividend	Yield based on illustrative issue price*
Albion Development VCT	4 pence	4.8%
Albion Enterprise VCT	6 pence	5.4%
Albion Technology & General VCT	4 pence	5.1%
Albion Venture Capital Trust	5 pence	6.4%
Crown Place VCT	2 pence	5.8%
Kings Arms Yard VCT	1.2 pence	5.3%

* Assuming issue price based on latest announced NAV less dividends paid/announced as at the date of this document.

Dividend Re-investment Scheme

Investors who would prefer a capital growth option can re-invest their dividends through the Companies' dividend reinvestment schemes to obtain more shares in the Companies. Any amounts reinvested should be eligible for income tax relief of 30%, subject to the usual VCT restrictions. Investors wishing to take advantage of this opportunity should read the rules of the dividend reinvestment schemes on the Albion Capital website and tick the relevant box in Section 4 of the Application Form.

The ability of each Company to meet its dividend policy objective cannot be guaranteed. The value of the investment in, and the dividend stream from, a Company can rise and fall.

Outlook for the Companies

The key drivers for returns within the portfolio are those sectors that have exposure to longer term growth trends. These include healthcare in an ageing population, and the developing use of information technology in an environment of universal information. The portfolio is well diversified. The Companies have made a wide variety of investments over the past year and continue to seek attractive new investment opportunities. The Boards view the VCTs as long term tax-efficient savings products and, in this context, the Directors consider that the Companies remain well positioned to deliver long term shareholder value.

The Manager

Albion is the investment manager of each Company and has managed VCTs since the launch of Albion Venture Capital Trust in 1996. As at 30 September 2018, Albion managed approximately £400 million on behalf of the Albion VCTs and is therefore one of the largest VCT managers. It recently won awards for Venture Capital Trust of the Year at the 2018 Investor All Stars Awards and Growth Investor of the Year at the Growth Investor 2018 Awards.

Albion also provides staff to run Albion Community Power Limited, a renewable energy power generation company, manages Albion Care Communities, which develops luxury care homes for the elderly, manages and administers the UCL Technology Fund, which has raised £50 million to commercialise University College London's world class research output, and owns OLIM Investment Managers, a fund manager which specialises in UK quoted equities for charities, an investment trust and private clients. Across its businesses, Albion has approximately 40 staff.

The Manager's VCT team

Details of the senior members of the Manager's VCT team are set out below:

Patrick Reeve, MA, ACA, is currently the managing partner of Albion Capital and will be changing to part-time chairman on 1 April 2019. He is a director of Albion Development VCT, Albion Enterprise VCT and Albion Technology & General VCT, all managed by Albion Capital, and is chief executive of Albion Community Power Limited and chairman of OLIM Investment Managers. He is also a member of the Audit Committee of University College London, a director of the Association of Investment Companies and is on the Council of the British Venture Capital Association. Patrick joined Close Brothers Group plc in 1989, working in both the development capital and corporate finance divisions before establishing Albion Capital (formerly Albion Ventures LLP, formerly Close Ventures Limited) in 1996. Prior to Close he qualified as a chartered accountant before joining Cazenove & Co where he spent three years in the corporate finance department. Patrick has an MA in Modern Languages from Oxford University.

Will Fraser-Allen, BA (Hons), FCA, is currently the deputy managing partner of Albion Capital and will become managing partner on 1 April 2019. He has 16 years' experience investing in healthcare, leisure, media and technology enabled businesses. He joined Albion Capital in 2001 and became deputy managing partner in 2009. Prior to joining Albion, Will qualified as a chartered accountant with Cooper Lancaster Brewers and has a BA in History from Southampton University.

Adam Chirkowski, MA (Hons), is an investment director at Albion Capital currently concentrating on renewable energy projects, healthcare and investments in the asset based portfolio. Prior to joining Albion Capital in 2013, Adam spent five years at Rothschild, having graduated from Nottingham University with a first class degree in Industrial Economics and a Masters in Corporate Strategy and Governance.

Dr Andrew Elder, MA, FRCS, is a partner at Albion Capital and is head of healthcare investing. He joined Albion Capital in 2005 and became a partner in 2009. Prior to Albion Andrew was a strategy consultant specialising in healthcare at the Boston Consulting Group. He graduated with an MA plus Bachelors of Medicine and Surgery from Cambridge University and practised as a surgeon for six years specialising in neurosurgery. He is a Fellow of the Royal College of Surgeons (England).

Emil Gigov, BA (Hons), FCA, is a partner of Albion Capital with over 20 years' experience as an adviser and investor in a number of industry sectors, including technology, media, engineering, healthcare, education and leisure. In his early career Emil worked on acquisitions, disposals and fundraising mandates at KPMG Corporate Finance, having joined their financial services division and qualified as a chartered accountant in 1997. Emil graduated from the European Business School, London, with a BA (Hons) Degree in European Business Administration.

David Gudgin, BSc (Hons), ACMA, is a partner of Albion Capital specialising in renewable energy projects and investments in the asset based portfolio. He is also managing director of Albion Community Power Limited and a director of Albion Care Communities Limited. David joined Albion Capital in 2005 and became partner in 2009. Prior to Albion he was the lead investor of an environmental technology and a later stage development capital fund at Foursome Investments (now Frog Capital). Before Frog Capital he joined 3i plc as an investor in European technology based in London and Amsterdam, having previously qualified as a management accountant with ICL before spending 3 years at the BBC. David has a BSc in Economics from Warwick University.

Vikash Hansrani, BA (Hons), ACA, is the operations partner of Albion Capital. Vikash oversees the finance and administration of the funds under Albion's management and is also finance director of OLIM Investment Managers and is on the AIC's VCT Technical Committee. He was previously the finance director of Albion Community Power Limited. He joined Albion Capital in 2010, having qualified as a chartered accountant with RSM working latterly in its corporate finance team, and became a partner in 2017. He has a BA in Accountancy & Finance from Nottingham Business School.

Ed Lascelles, BA (Hons), is a partner at Albion Capital and is head of technology investing. Ed joined Albion in 2004 and became a partner in 2009. He began his career advising public companies on fundraisings and takeovers, first with Charterhouse Securities and then ING Barings, covering the healthcare and technology sectors among others. He graduated from University College London with a first class honours degree in Philosophy.

Catriona McDonald, BA, is an investment executive at Albion Capital specialising in technology investing. Cat joined Albion Capital in 2018. Prior to joining Albion Capital she worked for Goldman Sachs in both New York and London where she executed several high profile transactions including leveraged buyouts, IPOs and M&A. Cat graduated from Harvard University, majoring in Economics.

Dr Christoph Ruedig, MBA, is a partner at Albion Capital specialising in healthcare investing. Christoph joined Albion Capital in October 2011 and became a partner in 2014. Prior to joining Albion he worked at General Electric UK, where he was responsible for mergers and acquisitions in the medical technology and healthcare IT sectors, following a role in the healthcare venture capital arm of 3i plc where he led investments in biotechnology, pharmaceuticals, and medical technology. Christoph initially practised as a radiologist before spending 3 years at Bain & Company. He holds a degree in medicine from Ludwig-Maximilians University, Munich and an MBA from INSEAD.

Henry Stanford, MA, ACA, is a partner of Albion Capital and has been responsible for much of the asset based portfolio. Henry joined Albion Capital in 1998 and became a partner in 2009. Prior to joining Albion he qualified as a chartered accountant with Arthur Andersen before joining the corporate finance department of Close Brothers Group. Henry holds an MA degree in Classics from Oxford University. He will be retiring from a full time role on 1 April 2019.

Nadine Torbey, B.Eng, MSc, is an investment executive at Albion Capital specialising in technology investing. Nadine joined Albion in 2018 from Berytech Fund, Beirut, one of the first VC funds in the Middle East. Her career to date has involved many aspects of tech investing including experience in a wide variety of digital platforms, big data management, virtual reality and digital networks. She graduated from the American University of Beirut with a Bachelor in Electrical and Computer Engineering, and followed this with an MSc in Innovation Management and Entrepreneurship from Brown University.

Robert Whitby-Smith, BA (Hons), FCA, MCSI, is a partner at Albion Capital specialising in the technology, advanced manufacturing and business services sectors. Robert joined Albion Capital in 2005 and became a partner in 2009. He joined Albion from ING Barings where he advised a number of businesses on capital raising and M&A. Prior to this Robert was with Credit Suisse First Boston, having started his career at KPMG. Robert graduated in History at the University of Reading and is a chartered accountant and a member of the Chartered Institute for Securities & Investment.

Marco Yu, MA, PhD, MRICS, is an investment director at Albion Capital specialising in renewable energy investing and the asset based portfolio. Marco joined Albion in 2007. Prior to Albion he was with EC Harris where he advised senior lenders on large capital projects, having spent two and a half years at Bouygues (UK). Marco graduated from Cambridge University with a first class honours degree in Economics and has a PhD in Construction Economics from University College, London.

Co-investment between VCTs

Investments are allocated between the Albion VCTs principally according to the level of cash available in each VCT at the time of investment, provided an investee company meets the Companies' investment criteria, pursuant to an allocation agreement between the Albion VCTs.

Shareholder communications

The Directors are committed to a policy of regular and open communication with Shareholders and this is expressed not only in the statutory accounts but also through quarterly announcements, annual general meetings, Shareholder events, Albion News newsletters and Shareholder surveys that occur from time to time.

Shareholders can elect to receive the majority of communications electronically by notifying the registrar or ticking the relevant box on the application form.

Share buy-back policies

The Boards of the Albion VCTs have established policies to buy back shares in the market, subject to the overall constraint that such purchases are in the Company's interest, including the maintenance of sufficient resources for investment in existing and new portfolio companies and the continued payment of dividends to shareholders. It is the stated policy of the Companies that the Boards will target such buy-backs to be in the region of a 5 per cent. discount to net asset value.

Shareholders should note that legislation was introduced in 2014, relating to 'linked' subscriptions and sales of VCT shares, restricting the availability of VCT income tax relief on a subscription for shares in a VCT issued after 5 April 2014 where the subscription for shares in the VCT and the sale of shares in the same VCT were within six months of each other (irrespective of which comes first). If the subscription is so 'linked', the amount on which VCT income tax relief can be claimed will be reduced by the amount of the consideration of any linked sales.

The Boards

The Directors of each Company have overall responsibility for that Company's affairs and operate within the guidelines of the UK Corporate Governance Code, including its provisions on board composition and independence, and seek to follow the AIC Code on Corporate Governance as a 'Best Practice' standard. The AIC is expected to publish on updated code in 2019 and the Companies will consider the changes therein when they come into effect.

The Directors of each Company, in conjunction with the Manager, are determined to maintain the VCT status of the relevant Company and in this regard recognise its critical importance to existing and potential Shareholders. Each Board is also responsible for monitoring and managing the controllable risks to profits and assets in its respective Company. They have established an ongoing formal process to ensure that risk exposure is reviewed regularly. As part of this regular review, each Board assesses its service providers in order to improve both service standards and value for money.

The Directors, all of whom are non-executive and independent of the Manager (with the exception of Patrick Reeve, who is currently the managing partner of Albion), together have relevant experience of similar investment funds, regulatory organisations, corporate governance of listed companies, the private equity industry and investee companies. Details of the Directors of each Company are set out in the Registration Document.

Management and administration arrangements

Administration and secretarial fee

Albion is also paid an administration and secretarial fee of £50,000 per annum.

Other fees received by the Manager

Crown Place VCT

As at 4 January 2019 (the latest practicable date prior to publication of this document), Crown Place VCT and its group had no indebtedness, whether guaranteed, unguaranteed, secured, unsecured, direct and/or contingent and there is no current intention of incurring any such indebtedness for at least the twelve month period from the date of this document.

Kings Arms Yard VCT

As at 4 January 2019 (the latest practicable date prior to publication of this document), Kings Arms Yard VCT had no indebtedness, whether guaranteed, unguaranteed, secured, unsecured, direct and/or contingent and there is no current intention of incurring any such indebtedness for at least the twelve month period from the date of this document.

The capitalisation of the Companies as at 30 June 2018 for Albion Development VCT, Albion Technology & General VCT, Crown Place VCT and Kings Arms Yard VCT and as at 30 September 2018 for Albion Enterprise VCT and Albion Venture Capital Trust (being the latest dates the Companies have published audited accounts or unaudited interim accounts) is set out in the table below:

	Albion Development VCT	Albion Enterprise VCT	Albion Technology & General VCT	Albion Venture Capital Trust	Crown Place VCT	Kings Arms Yard VCT
	30 June 2018	30 Sept 2018	30 June 2018	30 Sept 2018	30 June 2018	30 June 2018
	£'000	£'000	£'000	£'000	£'000	£'000
Called up share capital	835	648	1,183	966	1,829	3,509
Capital redemption reserve	12	104	28	7	-	11
Share premium account	28,161	29,996	26,330	25,761	974	27,693
Capital reserve	11,921	8,750	11,160	6,375	(769)	9,934
Revaluation reserve	11,669	13,101	13,126	17,190	12,973	12,770
Other distributable reserve	8,205	11,660	26,848	16,859	40,407	15,604
Total	60,803	64,259	78,675	67,158	55,414	69,521

There has been no material change in the capitalisation of the Companies since 30 June 2018 (in the case of Albion Development VCT, Albion Technology & General VCT, Crown Place VCT and Kings Arms Yard VCT) and since 30 September 2018 (in the case of Albion Enterprise VCT and Albion Venture Capital Trust) to the date of this document (save as set out in the interim management statements for Albion Development VCT, Albion Technology & General VCT, Crown Place VCT and Kings Arms Yard VCT which provided financial information as at 30 September 2018).

Issued share capital and dilution

Albion Development VCT

The issued share capital of Albion Development VCT as at the date of this document is 74,788,313 Shares (excluding 9,072,156 Shares held in treasury). Assuming an issue price of 82.5p, the maximum number of Shares which may be issued by Albion Development VCT under its Offer (ignoring the over allotment facility) is 7,272,727 Shares. If 7,272,727 Shares were to be issued by Albion Development VCT pursuant to the Offer, the existing 74,788,313 Shares (ignoring those held in treasury) would represent 91.1 per cent. of the enlarged issued share capital of Albion Development VCT.

Albion Enterprise VCT

The issued share capital of Albion Enterprise VCT as at the date of this document is 57,214,557 Shares (excluding 7,606,443 Shares held in treasury). Assuming an issue price of 112.0p, the maximum number of Shares which may be issued by Albion Enterprise VCT under its Offer (ignoring the over allotment facility) is 5,357,142 Shares. If 5,357,142 shares were to be issued by Albion Enterprise VCT pursuant to the Offer, the existing 57,214,557 Shares (ignoring those held in treasury) would represent 91.4 per cent. of the enlarged issued share capital of Albion Enterprise VCT.

Albion Technology & General VCT

The issued share capital of Albion Technology & General VCT as at the date of this document is 103,193,119 Shares (excluding 15,518,470 Shares held in treasury). Assuming an issue price of 77.9p, the maximum number of Shares which may be issued by Albion Technology & General VCT under its Offer (ignoring the over allotment facility) is 7,702,182 Shares. If 7,702,182 Shares were to be issued by Albion Technology & General VCT pursuant to the Offer, the existing 103,193,119 Shares (ignoring those held in treasury) would represent 93.1 per cent. of the enlarged issued share capital of Albion Technology & General VCT.

Albion Venture Capital Trust

The issued share capital of Albion Venture Capital Trust as at the date of this document is 85,604,347 Shares (excluding 11,035,188 Shares held in treasury). Assuming an issue price of 77.6p, the maximum number of Shares which may be issued by Albion Venture Capital Trust under its Offer (ignoring the over allotment facility) is 7,731,958 Shares. If 7,731,958 Shares were to be issued by Albion Venture Capital Trust pursuant to the Offer, the existing 85,604,347 Shares (ignoring those held in treasury) would represent 91.7 per cent. of the enlarged issued share capital of Albion Venture Capital Trust.

Crown Place VCT

The issued share capital of Crown Place VCT as at the date of this document is 164,817,382 Shares (excluding 18,840,410 Shares held in treasury). Assuming an issue price of 34.5p, the maximum number of Shares which may be issued by Crown Place VCT under its Offer (ignoring the over allotment facility) is 17,391,304 Shares. If 17,391,304 Shares were to be issued by Crown Place VCT pursuant to the Offer, the existing 164,817,382 Shares (ignoring those held in treasury) would represent 90.5 per cent. of the enlarged issued share capital of Crown Place VCT.

Kings Arms Yard VCT

The issued share capital of Kings Arms Yard VCT as at the date of this document is 303,582,773 Shares (excluding 48,273,000 Shares held in treasury). Assuming an issue price of 22.8p, the maximum number of Shares which may be issued by Kings Arms Yard VCT under its Offer (ignoring the over allotment facility) is 26,315,789 Shares. If 26,315,789 Shares were to be issued by Kings Arms Yard VCT pursuant to the Offer, the existing 303,582,773 Shares (ignoring those held in treasury) would represent 92.0 per cent. of the enlarged issued share capital of Kings Arms Yard VCT.

VCT status

The Board of each Company has managed and intends to continue to manage the affairs of its Company in order that it complies with the legislation applicable to VCTs. Each Company has continued to conduct its affairs so as to comply with section 274 of ITA 2007 for its current financial year and will continue to do so for subsequent periods. However, there can be no guarantee that VCT status will be maintained and investors' attention is drawn to Part V of this document.

Settlement and dealings

Definitive share certificates, together with certificates to claim income tax relief, are expected to be dispatched by post within 15 Business Days of the allotment of the New Shares. Temporary documents of title will not be used in connection with the Offers.

Shares are capable of being transferred by means of the CREST system. Shareholders who wish to take advantage of the ability to trade in shares in uncertificated form, and who have access to a CREST account, may arrange with their CREST sponsor to convert their holdings into dematerialised form. You should provide your CREST details on the Application Form if you would like any New Shares which are allotted to you to be credited directly to your CREST account.

Each Company's existing Shares are listed on the premium segment of the Official List and are admitted to trading on the main market for listed securities of the London Stock Exchange. Applications will be made to the UK Listing Authority and the London Stock Exchange for the New Shares to be issued pursuant to the Offers to be admitted to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange. The New Shares will be in registered form and will be freely transferable.

All of the Shares being offered under the Offers are ordinary shares denominated in sterling. The ISIN numbers of the New Shares to be issued by each Company are set out below:

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

Shareholder authorities

Albion Development VCT

The following resolutions were passed at the annual general meeting of Albion Development VCT held in May 2018:

That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company up to an aggregate nominal amount of £164,078 for Ordinary shares provided that this authority shall expire 15 months from the date that this resolution is passed, or, if earlier, the conclusion of the next annual general meeting of the Company but so that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such an offer or agreement as if this authority had not expired.

That the Directors be empowered, pursuant to section 570 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash and/or sell Ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale.

Under this power the Directors may impose any limits or restrictions and make any arrangements which they deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of, any territory or other matter, arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.

This power shall expire 15 months from the date that this resolution is passed, or, if earlier, the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.

Albion Enterprise VCT

The following resolutions were passed at the annual general meeting of Albion Enterprise VCT held in August 2018:

That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot Ordinary shares of 1 penny each in the capital of the Company up to an aggregate nominal amount of £129,153 (which comprises approximately 20 per cent. of the Company's issued Ordinary shares at the date of this notice) provided that this authority shall expire 15 months from the date that this resolution is passed, or, if earlier, at the conclusion of the next Annual General Meeting of the Company, but so that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such an offer or agreement as if this authority had not expired.

That the Directors be empowered, pursuant to section 570 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash and/or sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale.

Under this power the Directors may impose any limits or restrictions and make any arrangements which they deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of, any territory or any other matter, arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.

This power shall expire 15 months from the date that this resolution is passed or, if earlier, the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.

Albion Technology & General VCT

The following resolutions were passed at the annual general meeting of Albion Technology & General VCT held in June 2018:

That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot Ordinary shares of nominal value 1 penny per share in the Company up to an aggregate nominal amount of £232,170 provided that this authority shall expire 15 months from the date that this resolution is passed, or, if earlier, the conclusion of the next annual general meeting of the Company but so that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such an offer or agreement as if this authority had not expired.

This power shall expire 15 months from the date that this resolution is passed or, if earlier, the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.

Albion Venture Capital Trust

The following resolutions were passed at the annual general meeting of Albion Venture Capital Trust held in August 2018:

That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot shares of nominal value 1 penny per share in the Company up to an aggregate nominal amount of £192,486 representing approximately 20 per cent. of the total Ordinary share capital as at the date of this notice, provided that this authority shall expire 15 months from the date that this resolution is passed, or at the conclusion of the next Annual General Meeting, whichever is earlier, but so that the Company may, before the expiry of such period, make an offer or agreement which would or might require shares to be allotted after the expiry of such period and the Directors may allot shares pursuant to such an offer or agreement as if the authority had not expired.

This power shall expire 15 months from the date that this resolution is passed, or, if earlier, the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.

Crown Place VCT

The following resolutions were passed at the annual general meeting of Crown Place VCT held in November 2018:

That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company up to an aggregate nominal amount of £365,732 for Ordinary shares provided that this authority shall expire 15 months from the date that this resolution is passed, or, if earlier, the conclusion of the next Annual General Meeting of the Company, but so that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such an offer or agreement as if this authority had not expired.

That the Directors be empowered, pursuant to section 570 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash and/or sell Ordinary shares held by the Company as treasury shares as if section 561(1) of the Act did not apply to any such allotment or sale.

Kings Arms Yard VCT

The following resolutions were passed at the annual general meeting of Kings Arms Yard VCT held in May 2018:

The Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 ("the Act") to allot Ordinary shares of nominal value 1 penny per share in the Company, up to a maximum aggregate nominal amount of £676,159 (representing approximately 20 per cent. of the issued share capital as at the date of this notice) provided that this authority shall expire 15 months from the date that this resolution is passed, or, if earlier, the conclusion of the next Annual General Meeting of the Company, but so that the Company may, before the expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such an offer or agreement as if the authority had not expired.

Rights attaching to the New Shares

The New Shares to be issued by each of the Companies shall rank equally and pari passu with the existing Shares issued by that Company and shall have the following rights in relation to the Company which has issued them:

(a) as to dividends and other distributions: 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 Shares;
(b) as to voting: each New Share carries the right to receive notice of and to attend or vote at any general meeting of the Company. Subject to disenfranchisement in the event of noncompliance with any default notice or to any special terms as to voting upon which any shares may be issued or may be held, on a show of hands, every member present in person or by proxy and entitled to vote shall have one vote and, on a poll, every member present in person or by proxy and entitled to vote shall have one vote for every Share held by him;
(c) as to capital and surplus profits: 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 Shares in the capital of the Company;
(d) as to transfers: the New Shares are freely transferable by instrument of transfer in writing in any usual form or in any form approved by the Board of that Company and are capable of being transferred by means of the CREST system, save that the Board may, in its absolute discretion, refuse to register a share transfer unless:
(i) it is in respect of a share which is fully paid up;
(ii) it is in respect of only one class of shares;
(iii) it is in favour of a single transferee or not more than four joint transferees;
(iv) it is duly stamped (if so required); and
(v) it is delivered for registration to the registered office of the Company or such other place as the Board may from time to time determine, accompanied (save in certain circumstances) by the certificate for the shares to which it relates and such other evidence as the Board of that Company may reasonably require to prove the title of the transferor and the due execution of the transfer by him or, if the transfer is executed by some other person on his behalf, the authority of that person to do so;
(e) as to pre-emption rights: holders of the New Shares are entitled to the statutory pre-emption rights on any issue of new Shares or the sale of any existing Shares from treasury for cash, save to the extent such rights have been disapplied by a special resolution of Shareholders in accordance with CA 2006; and
(f) as to redemption: the New Shares are not redeemable at the option of the relevant Company or the Shareholders.

Mandatory bids, squeeze-out and sell-out rules relating to the Shares

Each Company and its Shareholders are subject to the provisions of the City Code on Takeovers and Mergers and CA 2006 which require shares to be acquired/transferred in certain circumstances.

Documents available for inspection

Copies of the following documents will be available for inspection during usual business hours on weekdays, weekends and public holidays excepted, at the registered offices of the Companies whilst the Offers are open:

the Memorandum and Articles of each Company;
the material contracts of each Company as referred to in paragraph 4 of each Section A to F of Part V of the Registration Document;
the annual report and accounts for Albion Development VCT, Albion Technology & General VCT and Kings Arms Yard VCT for the years ended 31 December 2015, 2016 and 2017, the annual report and accounts for Albion Enterprise VCT and Albion Venture Capital Trust for the years ended 31 March 2016, 2017 and 2018 and the annual report and accounts for Crown Place VCT for the years ended 30 June 2016, 2017 and 2018;
the unaudited half yearly reports for Albion Development VCT, Albion Technology & General VCT and Kings Arms Yard VCT for the six months ended 30 June 2017 and 2018, the unaudited half yearly reports for Albion Enterprise VCT and Albion Venture Capital Trust for the six months ended 30 September 2017 and 2018 and the unaudited half yearly reports for Crown Place VCT for the six months ended 31 December 2016 and 2017;
the Registration Document;
this Securities Note; and
the Summary.

Consent

Howard Kennedy Corporate Services LLP is acting as sponsor to the Companies in respect of their respective applications for Admission. Howard Kennedy Corporate Services LLP has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which it appears.

Tax position of investors

1 Tax reliefs

The following is only a summary of the current law concerning the tax position of individual Qualifying Investors in VCTs. Potential investors are recommended to consult a duly authorised independent financial adviser as to the taxation consequences of an investment in a VCT. The tax rules or their interpretation in relation to an investment in the Companies and / or rates of tax may change during the life of the Companies and can be retrospective.

The tax reliefs set out below are those currently available to individuals aged 18 or over who subscribe for New Shares under the Offers and will be dependent on personal circumstances. Whilst there is no specific limit on the amount of an individual's acquisition of shares in a VCT, tax reliefs will only be given to the extent that the total of an individual's subscriptions or other acquisitions of shares in VCTs in any tax year does not exceed £200,000. Qualifying Investors who intend to invest more than £200,000 in VCTs in any one tax year should consult their professional advisers.

(a) Income tax

(i) Relief from income tax on investment

A Qualifying Investor subscribing for New Shares will be entitled to claim VCT income tax relief on amounts subscribed up to a maximum of £200,000 invested in VCTs in any tax year.

To obtain VCT income tax relief a Qualifying Investor must subscribe on his own behalf although the New Shares may be subscribed for via a nominee.

The relief is given at the rate of 30 per cent. on the amount subscribed regardless of whether the Qualifying Investor is a higher rate, additional rate or basic rate tax payer, provided that the relief is limited to the amount which reduces the Qualifying Investor's income tax liability to nil. Investments to be used as security for or financed by loans may not qualify for relief, depending on the circumstances.

As set out in section 4 below, income tax relief is restricted where within six months of the subscription for VCT shares, the investor disposes of shares in the same VCT or another VCT which at any time merges with the VCT (irrespective of whether the subscription or the disposal comes first). Shares subscribed for under a dividend reinvestment scheme are not affected by this restriction.

(ii) Dividend relief

A Qualifying Investor, who acquires shares in VCTs in any tax year having a value of up to a maximum of £200,000, will not be liable to income tax on dividends paid on those shares and there is no withholding tax thereon.

(iii) Purchases in the market

A Qualifying Investor who purchases existing shares in the market will be entitled to claim dividend relief (as described in paragraph 1(a)(ii) above) but not relief from income tax on investment (as described in paragraph 1(a)(i) above).

(iv) Withdrawal of relief

Relief from income tax on a subscription for VCT shares (including New Shares) will be withdrawn if the VCT shares are disposed of (other than between spouses or on death) within five years of issue or if the VCT loses its approval within this period as detailed below.

Dividend relief ceases to be available once the Qualifying Investor ceases to be beneficially entitled to the dividend or if the VCT loses its approval within the accounting period in which the dividend is paid.

b) Capital gains tax

(i) Relief from capital gains tax on the disposal of VCT shares

A disposal by a Qualifying Investor of VCT shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax. The relief is limited to the disposal of VCT shares acquired within the limit of £200,000 for any tax year.

(ii) Purchases in the market

An individual purchaser of existing shares in the market will be entitled to claim relief from capital gains tax on disposal (as described in paragraph 1b(i) above).

For a company to be fully approved as a VCT it must meet the various requirements for full approval as set out below.

If a company which has been granted approval as a VCT subsequently fails to comply with the conditions for approval, approval as a VCT may be withdrawn. In these circumstances, relief from income tax on the initial investment is repayable unless loss of approval occurs more than five years after the issue of the relevant VCT shares. In addition, relief ceases to be available on any dividend paid in respect of profits or gains in any accounting period ending when VCT status has been lost and any gains on the VCT shares up to the date from which loss of VCT status is treated as taking effect will be exempt, but gains thereafter will be taxable.

2 Illustration of effect of tax relief for Qualifying Investors

The table below has been prepared for illustrative purposes only and does not form part of the summary of the tax reliefs contained in this section. The table shows how the VCT income tax relief available on subscription for new VCT shares can reduce the effective cost of an investment of £10,000 in a VCT by a Qualifying Investor subscribing for VCT shares to only £7,000:

	Effective cost	Tax relief
Investors unable to claim any tax reliefs	£10,000	Nil
Qualifying Investor able to claim full 30% income tax relief	£7,000	£3,000

3 Obtaining tax reliefs

The Companies will provide to each Qualifying Investor a certificate which the Qualifying Investor may use to claim income tax relief, either by obtaining from HMRC an adjustment to his tax coding under the PAYE system or by waiting until the end of the tax year and using his tax return to claim relief.

4 Restriction on income tax relief

Legislation was introduced in 2014 relating to linked subscriptions and sales of VCT shares, restricting the availability of income tax relief on a subscription for shares in a VCT issued after 5 April 2014 where it is 'linked' to a sale of shares in the same VCT. For these purposes, linked means (i) the sale of the shares in the VCT was conditional on the subscription for shares in the same VCT (or vice versa) or (ii) the subscription for shares in the VCT and the sale of shares in the same VCT (or in another VCT where it is known that there is an intention for the two VCTs to merge) was within six months of each other (irrespective of which comes first). If the subscription is so 'linked', the amount on which VCT income tax relief can be claimed will be reduced by the amount of the consideration of any linked sales.

In addition, the VCT legislation prevents the share capital or share premium accounts arising from shares issued after 5 April 2014 from being used to make payments and distributions such as dividends to shareholders before the third anniversary of the end of the accounting period in which the issue of shares occurs.

Tax position of the Companies

The Companies each have to satisfy a number of tests to qualify as a VCT. A summary of these tests is set out below.

1 Qualification as a VCT

To qualify as a VCT, a company must be approved as such by HMRC. To obtain such approval it must:

(a) not be a close company;

(b) have each class of its ordinary share capital listed on a regulated market;
(c) derive its income wholly or mainly from shares or securities;
(d) have at least 70 per cent. by VCT Value of its investments in shares or securities in Qualifying Investments (80 per cent. for accounting periods commencing after 5 April 2019);
(e) have at least 70 per cent. of its Qualifying Investments in eligible shares (investments made before 6 April 2018 from funds raised before 6 April 2011 are excluded);
(f) invest at least 30 per cent. of funds raised in accounting periods beginning after 5 April 2018 in Qualifying Investments by the anniversary of the accounting period in which the funds were raised.
(g) have at least 10 per cent. by VCT Value of each Qualifying Investment in eligible shares;
(h) not have more than 15 per cent. by VCT Value of its investments in a single company or group (other than a VCT or a company which would, if its shares were listed, qualify as a VCT);
(i) not retain more than 15 per cent. of its income derived from shares and securities in any accounting period;
(j) 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 this investment;
(k) not making any investment other than a Qualifying Investment or certain permitted non-qualifying investments;
(l) not return capital to shareholders before the third anniversary of the end of the accounting period during which the subscription for shares occurs;
(m) not make an investment in a company which causes that company to receive more than £12 million (£20 million if the company is deemed to be a "knowledge intensive" company) of State Aid Risk Finance investment (including from VCTs) over the company's lifetime;
(n) not make an investment in a company whose first commercial sale was more than 7 years prior to date of investment, except where previous State Aid Risk Finance was received by the company within 7 years (10 years for a "knowledge intensive" company) or where a turnover test is satisfied and the company is entering a new market; and
(o) not allow an investment into a company to be used to acquire another existing business or trade.

The term 'eligible shares' means shares which carry no preferential rights to assets on a winding-up and no rights to be redeemed, although they may have certain preferential rights to dividends.

2 Qualifying Investments

A Qualifying Investment consists of shares or securities first issued to the VCT (and held by it ever since) by a company satisfying the conditions set out in Chapter 4 of Part 6 of ITA 2007.

The conditions are detailed, but include that the company must be a Qualifying Company, have gross assets not exceeding £15 million immediately before and £16 million immediately after the investment, have fewer than 250 full-time (or full-time equivalent) employees (fewer than 500 for a "knowledge intensive" company), apply the money raised for the purposes of a qualifying trade within a certain time period, cannot be controlled by another company and at the time of investment does not obtain more than £5 million of investment from EU state aided risk capital measures in the 12 month period ending on the date of the investment by the VCT, and does not obtain a total of more than £12 million of such investment (£20 million for a company deemed to be a "knowledge intensive" company).

3 Qualifying Companies

A Qualifying Company must be unquoted (for VCT purposes this includes companies whose shares are traded on AIM) and must carry on a qualifying trade. For this purpose certain activities are excluded (such as dealing in land or shares or providing financial services). The qualifying trade must be less than seven years old at the time of the first investment from State Aid Risk Finance (or a turnover test must be satisfied). The qualifying trade must either be carried on by, or be intended to be carried on by, the Qualifying Company or by a qualifying subsidiary at the time of the issue of shares or securities to the VCT (and at all times thereafter).

A Qualifying Company must have a permanent establishment in the UK, but a Qualifying Company need not be UK resident. A company intending to carry on a qualifying trade must begin to trade within two years of the issue of shares or securities to the VCT and continue it thereafter.

A Qualifying Company may have no subsidiaries other than qualifying subsidiaries which must, in most cases, be at least 51 per cent. owned.

There is a 'disqualifying purpose' test under which an investment will not be a Qualifying Investment if the investee company has been set up for the purpose of accessing tax reliefs or is in substance a financing business. In addition, the investment must meet a "risk-to-capital" condition which requires that the investee company has long term growth plans, and that the investment is at risk.

VCT funds cannot be used by a Qualifying Company to fund the purchase of a business or of existing shares in another company.

4 Approval as a VCT

A VCT must be approved at all times by HMRC. Approval has effect from the time specified in the approval.

A VCT cannot be approved unless the tests detailed above are met throughout the most recent complete accounting period of the VCT and HMRC is satisfied that they will be met in relation to the accounting period of the VCT which is current when the application is made. However, where a VCT raises further funds, VCTs are given grace periods to invest those funds before such further funds become subject to the tests.

Each Company has received approval as a VCT from HMRC.

5 Withdrawal of approval

Approval of a VCT may be withdrawn by HMRC if the various tests set out above are not satisfied. The exemption from corporation tax on capital gains will not apply to any gain realised after the point at which VCT status is lost.

Withdrawal of approval generally has effect from the time when notice is given to the VCT but, in relation to capital gains of the VCT only, can be backdated to not earlier than the first day of the accounting period commencing immediately after the last accounting period of the VCT in which all of the tests were satisfied.

The above is only a summary of the conditions to be satisfied for a company to be treated as a VCT.

Part VI: Definitions

In this document, the following words and expressions have the following meanings:

Admission	the respective date on which the New Shares allotted pursuant to the Offers are listed on the premium segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities
AIC	Association of Investment Companies
AIM	the AIM Market of the London Stock Exchange
Albion, Albion Capital, the Manager or the Promoter	Albion Capital Group LLP (formerly Albion Ventures LLP), which is authorised and regulated by the FCA, or its predecessor business
Albion Development VCT	Albion Development VCT PLC
Albion Development VCT Offer	the offer for subscription of New Shares in Albion Development VCT contained in this document
Albion Enterprise VCT	Albion Enterprise VCT PLC
Albion Enterprise VCT Offer	the offer for subscription of New Shares in Albion Enterprise VCT contained in this document
Albion Technology & General VCT	Albion Technology & General VCT PLC
Albion Technology & General VCT Offer	the offer for subscription of New Shares in Albion Technology & General VCT contained in this document
Albion VCTs	the VCTs managed by Albion
Albion Venture Capital Trust	Albion Venture Capital Trust PLC
Albion Venture Capital Trust Offer	the offer for subscription of New Shares in Albion Venture Capital Trust contained in this document
Application Form	the application form for use in connection with the Offers as set out towards the end of this document
Boards	the boards of Directors of the Companies (and each a Board)
Business Day	any day (other than a Saturday or Sunday) on which clearing banks are open for normal banking business in sterling
CA 2006	the Companies Act 2006 (as amended)
Chairmen	the chairmen of the Companies (and each a Chairman)
Companies	Albion Development VCT, Albion Enterprise VCT, Albion Technology & General VCT, Albion Venture Capital Trust, Crown Place VCT and Kings Arms Yard VCT (and each a Company)
CREST	the computerised settlement system to facilitate the transfer of title to securities in uncertificated form operated by Euroclear UK & Ireland Limited
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755)
Crown Place VCT	Crown Place VCT PLC
Crown Place VCT Offer	the offer for subscription of New Shares in Crown Place VCT contained in this document
Early Bird Discount	the discount to be given in respect of the first £10 million of applications received by 28 February 2019 as set out in Part II

FCA	the Financial Conduct Authority
FSMA	the Financial Services and Markets Act 2000
HMRC	Her Majesty's Revenue and Customs
ITA 2007	the Income Tax Act 2007 (as amended)
Key Information Documents	documents required by The Packaged Retail and Insurance-based Investment Products regulation to be made available to retail investors prior to investment decisions being made (information in such documents is stipulated by EU rules and may not reflect future performance)
Kings Arms Yard VCT	Kings Arms Yard VCT PLC
Kings Arms Yard VCT Offer	the offer for subscription of New Shares in Kings Arms Yard VCT contained in this document
Listing Rules	the listing rules made by the UK Listing Authority under section 74 of FSMA
LLP	a limited liability partnership
London Stock Exchange	London Stock Exchange plc
NAV or net asset value	in relation to a share, the net asset value of a share calculated in accordance with the relevant Company's accounting policies and, in relation to a Company, the aggregate net asset value attributable to that Company's issued shares (excluding any shares held in treasury)
New Shares	new Shares in a Company to be issued under its Offer
Offer Price	the subscription price of the New Shares under each Offer as calculated in accordance with the Pricing Formula
Offers	the Albion Development VCT Offer, the Albion Enterprise VCT Offer, the Albion Technology & General VCT Offer, the Albion Venture Capital Trust Offer, the Crown Place VCT Offer and the Kings Arms Yard VCT Offer (and each an Offer)
Official List	the official list of the UK Listing Authority
Pricing Formula	the formula to be used to calculate the Offer Price of the New Shares under each Offer as set out in this document
Prospectus	this Securities Note, the Registration Document and the Summary, each dated 7 January 2019
Qualifying Company	an unquoted (including an AIM-traded) company which satisfies the requirements of Part 4 of Chapter 6 of ITA 2007
Qualifying Investment	shares in, or securities of, a Qualifying Company held by a VCT which meet the requirements of Part 4 of Chapter 6 of ITA 2007
Qualifying Investor	an individual aged 18 or over who satisfies the conditions of eligibility
	for tax relief available to investors in a VCT
Registrar	Computershare Investor Services PLC
Registration Document	the registration document issued by the Companies dated 7 January 2019 in connection with the Offers

Restricted Territories	Canada, Australia, Japan and South Africa (and each a Restricted Territory)
Securities Act	the United States Securities Act of 1933, as amended
Securities Note	this document dated 7 January 2019
Shareholders	holders of Shares in any one or more of the Companies (and each a Shareholder)
Shares	ordinary shares of 1p each in the capital of a Company (and each a Share)
Subscriber	a person whose name appears as such in an Application Form for use in connection with the Offers
Subscriptions	offers by Subscribers pursuant to each Offer and made by completing Application Forms and posting (or delivering) these to Albion (and each a Subscription)
Summary	the summary issued by the Companies dated 7 January 2019 in connection with the Offers
Terms and Conditions of Subscriptions	the terms and conditions of Subscriptions set out in this document
this document	the Securities Note, including the Terms and Conditions of Subscriptions
UK Listing Authority	the FCA in its capacity as the competent authority for the purposes of Part VI of FSMA
United States	the United States of America, its states, territories and possessions (including the District of Columbia)
VCT Value	the value of an investment calculated in accordance with section 278 of ITA 2007
Venture Capital Trust or VCT	a venture capital trust as defined in section 259 of ITA 2007

Application procedure and application form

The issue price for each New Share will be based on the most recently announced NAV per share of the relevant Company, divided by 0.975 to allow for the issue costs.

Early Bird Offers

Investors who apply for the first £10 million by 2 p.m. on 28 February 2019 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 0.985.
New investors 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 0.98.

Where the share price for a Company has been declared ex-dividend on the London Stock Exchange, the NAV used for pricing under the relevant Offer will be ex-dividend. In all cases, the Offer Price per share will be rounded up to one decimal place. The number of shares issued will be rounded down to the nearest whole number. Fractional entitlements of less than £1 will be retained by the relevant Company. Fractional entitlements in excess of £1 will be refunded to investors' bank accounts. Investors will be issued share certificates in the relevant Company or their accounts will be credited under CREST. The NAV of each Company is announced quarterly to the London Stock Exchange and can be found on the website www.albion.capital under the "Investor Centre", "Our Funds" section.

The costs of the Offers are limited to 2.5 per cent. of the amounts raised. In addition, the Manager will pay a trail commission to execution-only intermediaries, normally of 0.4 per cent. for five years until 31 March 2024.

Unless closed earlier or extended, the Offers will be open for the 2018/2019 and 2019/2020 tax years with a final closing on 30 September 2019.

The Offer Price will not exceed or be less than the price as determined by the Pricing Formula.

Allocation of Subscriptions under the Offers

Unless otherwise directed, Subscriptions will be allocated equally across the six Albion VCTs.

However, investors may, if they so wish, invest different amounts in each Offer. This is subject to the relevant Offers being open at the time that the Application Form is received by Albion Capital.

The total minimum individual subscription under the Offers is £6,000, with a minimum of £1,000 in each Offer selected, and in multiples of £1,000 thereafter.

Where subscribers apply to invest in the Offers equally, but one or more of the Offers have closed or has insufficient shareholder authority, the subscription will be invested equally in the Offers that remain open.

Where subscribers apply to invest different amounts in each Offer, but one or more of the Offers have closed or has insufficient shareholder authority, investors may choose to have their subscription:

(a) re-allocated across the Offers that they have selected and that remain available, in proportion to the original application; OR
(b) re-allocated equally across all Offers that remain available; OR
(c) have their subscription for unavailable Offers returned; OR
(d) have their subscription returned in full.

If all of the Offers have been closed, the subscription will be returned in full.

Terms & conditions

(a) The right is reserved by Albion to present all cheques and bankers' drafts for payment on receipt and to retain surplus application monies pending clearance of successful applicants' cheques. Albion also reserves the right to reject, in whole or in part, any application. If any application is not accepted in full or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance thereof will be returned by crossed cheque in favour of the applicant, through the post at the risk of the person entitled thereto or refunded to the investor's bank account as detailed on the Application Form.
(b) The right is reserved by the Companies to allot New Shares, for which valid applications under the Offers have been received, at any time up to the final closing date of the Offers. The Directors of each Company reserve the right to withdraw the Company's Offer at any time, in which event applications received after that date will be allocated in accordance with the section "Allocation of Subscriptions under the Offers".
(c) By completing and delivering an Application Form you:
(i) offer to subscribe for the number of New Shares calculated by applying the Pricing Formula;
(ii) agree that, in consideration of each of the Companies agreeing that they will not issue or allot any New Shares which are subject to the Offers to any person other than by means of the procedures referred to in this document, your application shall not be revoked until after the closing dates of the Offers, and this paragraph shall constitute a collateral contract between you and each Company which you have applied to which will become binding upon despatch by post to, or (in the case of delivery by hand) on receipt by Albion of your Application Form;
(iii) warrant that your remittance will be honoured on first presentation and agree that if it is not honoured you will not be entitled to receive a share certificate or have your CREST account credited in respect of the New Shares applied for unless and until you make payment in cleared funds for such New Shares and such payment is accepted by the relevant Companies in their absolute discretion (which acceptance may be on the basis that you indemnify that Company against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on first presentation) and you agree that, at any time prior to the unconditional acceptance by the relevant Companies, they may (without prejudice to other rights) avoid the agreement to allot such New Shares and may allot such New Shares to some other person, in which case you will not be entitled to any payment in respect of such New Shares;
(iv) agree that, in respect of those New Shares for which your application has been received and is not rejected, acceptance of your application shall be constituted, at the election of Albion either (i) by notification to the UK Listing Authority of the basis of allocation (in which case acceptance shall be on that basis) or (ii) by notification of acceptance thereof to you by Albion; dealings in the New Shares may not begin before notification is made;
(v) agree that any monies returnable to you may be retained by Albion pending clearance of your remittance and the completion of any verification of identity required by the Money Laundering Regulations 2017 (the "Regulations) and that such monies will not bear interest;
(vi) subject as provided in paragraphs (iii), (iv) and (v) above, authorise Albion to send a share certificate or arrange for your CREST account to be credited in respect of the number of New Shares for which your application is accepted and/or to send a crossed cheque for any monies returnable, by post, at the risk of the person entitled thereto, to the address of the person named as the applicant in the Application Form or refunded to the investor's bank account as detailed in the Application Form;
(vii) warrant that if you sign the Application Form on behalf of somebody else you have due authority to do so on behalf of that other person and such person will also be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained herein and undertake to enclose your power of attorney or a copy thereof duly certified by a solicitor with the Application Form;
(viii) agree that all applications, acceptances of applications and contracts resulting therefrom under the Offers shall be governed by and construed in accordance with English law, and that you submit to the jurisdiction of the English Courts and agree that nothing shall limit the right of any of the Companies to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts in any other manner permitted by law or in any court of competent jurisdiction;
(ix) confirm that in making such application you are not relying on any information or representation in relation to the Companies other than the information contained in the Prospectus and accordingly you agree that no person responsible solely or jointly for the Prospectus or any part thereof or involved in the preparation thereof shall have any liability for any such other information or representation;
(x) authorise Albion, or any persons authorised by it, as your agent, to do all things necessary to effect registration of any New Shares subscribed by you into your name and authorise any representative of Albion to execute any document required therefor;
(xi) agree that, having had the opportunity to read the Prospectus, you shall be deemed to have had notice of all information and representations concerning the Companies contained therein;
(xii) confirm that you have read the restrictions contained in paragraphs (e) and (f) below and warrant as provided therein;
(xiii) warrant that you are not under the age of 18;
(xiv) agree that all documents and cheques sent by post to, by or on behalf of the Companies or Albion, will be sent at the risk of the person(s) entitled thereto; and
(xv) agree that future dividend payments in respect of New Shares subscribed for will be paid direct into your bank or building society account.

(d) It is a term of the Offers that, to ensure compliance with the Regulations, Albion may at its absolute discretion require verification of identity from any person lodging an Application Form (the "Applicant") and, without prejudice to the generality of the foregoing, in particular any person who either (i) tenders payment by way of a building society cheque or bankers' draft drawn on an account in the name of a person or persons other than the Applicant, (ii) appears to be acting on behalf of some other person or (iii) who subscribes for in excess of the sterling equivalent of €15,000 (under the Regulations). In these cases, verification of the identity of the Applicant or of any person on whose behalf the Applicant appears to be acting, may be required. In addition, Albion may use the services of a credit reference agency which will record that an enquiry has been made.

If within a reasonable period of time following a request for verification of identity and in any case by no later than 4 p.m. on the relevant date of allotment Albion has not received evidence satisfactory to it as aforesaid, Albion, at its absolute discretion, may reject any such application in which event the remittance submitted in respect of that application will be returned to the Applicant (without prejudice to the rights of any of the Companies to undertake proceedings to recover any loss suffered by them as a result of the failure to produce satisfactory evidence of identity).

Where possible, applicants should make payment by their own cheque dated the same date as the Application Form. If a bankers' draft or building society cheque is used, the Applicant should:

(i) write his/her name and address on the back of the draft or cheque and, in the case of an individual, record his/her date of birth against his/her name; and
(ii) ask the bank or building society (if relevant) to endorse on the reverse of the draft or cheque the full name and account number of the person whose account is being debited and stamp such endorsement.

The above information is provided by way of guidance to reduce the likelihood of difficulties, delays and potential rejection of an Application Form (but without limiting Albion's right to require verification of identity as indicated above).

The completion by an authorised financial intermediary of Section 11 on the Application Form confirms that the requirements of the Regulations for the identification and verification of the Applicant have been complied with by the intermediary.

(e) No person receiving a copy of this document or an Application Form in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to him or her, nor should he or she in any event use such Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to him or her or such Application Form could lawfully be used without contravention of any registration or other legal requirements. It is the responsibility of any person outside the United Kingdom wishing to make an application hereunder to satisfy himself or herself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.

(f) Applicants are encouraged to submit their Application Forms early in order to be confident that their applications will be successful. In the event that applications are received for an amount in excess of the maximum subscription under an Offer, the Directors reserve the right to exercise their discretion in the allocation of successful applications although the allocation will usually be on a first come first served basis. The right is also reserved to reject in whole or in part any application or any part thereof and to treat as valid any application not in all respects completed in accordance with the instructions relating to the Application Form.
(g) Save where the context otherwise requires, words and expressions defined in this document have the same meaning when used in the Application Form and any explanatory notes in relation thereto.

It is essential that you complete all parts of the Application Form in accordance with the following instructions. Authorised Financial Intermediaries, Independent Financial Advisers and Execution-Only Brokers MUST read Sections 9, 10 and 11 of the notes on page 49.

Notes on completion of the application form

Section 1 – Personal details

Insert your full name, address, date of birth and National Insurance Number in BLOCK CAPITALS and black ink. Please provide telephone numbers and email address in case of query. Your National Insurance number is required to ensure that you can obtain income tax relief.

Please indicate whether you are an existing shareholder in any of the Albion VCTs.

If you are an existing shareholder in the Albion VCTs, the existing name, banking and dividend reinvestment (if any) details may be applied to your application. If you are a new shareholder, please complete the bank account details in Section 4 in order to receive dividends in cash or tick the box for Option B in Section 4 if you wish your dividends to be reinvested.

Existing shareholders' dividend payment reinvestment details and shareholder communications preferences will not be altered as a result of New Shares being issued to them in respect of the relevant Companies in which they are already invested. Should an existing shareholder wish to change any of the existing instructions with regard to the administration of the existing shareholder account(s) they should do so separately by contacting the Registrars, Computershare Investor Services PLC or by registering via their shareholder portal www.investorcentre.co.uk.

Please tick the relevant boxes to indicate whether you would like to receive Company information electronically when offered by the Companies and whether or not you wish to be included on Albion Capital mailing lists.

Please note that joint applications cannot be accepted.

You can make multiple Subscriptions using more than one Application Form. If you submit more than one Application Form, each Application Form will be dealt with in order of receipt. The first form you submit must be for a minimum aggregate subscription of £6,000 but any subsequent Application Form that you submit need only be for a minimum of £1,000 and multiples of £1,000 thereafter. You must inform Albion of any multiple subscriptions by marking the Application Form appropriately. The Application Form is included towards the end of this Securities Note. Additional Application Forms can be obtained from the Albion Capital website www. albion.capital and from Albion Capital, whose contact details are set out on page 55 of this document.

Section 2 – Tax Residency Status

The law requires us to collect, retain and report certain information about our investors, including their tax residence. For this purpose, the investor is the person whose name appears on the share register. This may not necessarily be the same as the person who is entitled to dividends or the sale proceeds of the shares, for example where shares are held by nominee. For further information, please see HMRC's Quick Guide: Automatic Exchange of Information – information for account holders: https://www.gov.uk/government/publications/exchange-ofinformation-account-holders.

Section 3 – Application

Insert the amount of money which you wish to subscribe. Your application must be for a minimum value of £6,000 and in multiples of £1,000, subject to a maximum investment of £200,000.

Please note that the allocation of subscriptions as detailed on page 13 will be applied in the event that one or more Offers selected have closed.

Section 4 – Dividend options

Please complete option A, providing your bank account details, if you wish dividends to be paid in cash or option B if you would like to have your dividends reinvested.

Section 5 – Payment

Payments must be made either by crossed cheque or bankers' draft in pounds sterling drawn on a branch in the United Kingdom of a bank or building society or by electronic transfer. Cheques should be made payable to "Albion VCTs Offers for Subscription" and dated the same date as the Application Form. Post-dated cheques will not be accepted. The account name should be the same as that shown on the application.

Section 6 – Crest details

Please complete section 6 if you would like your shares to be held in CREST.

Section 7 – Data protection notice

The Albion VCTs in which you wish to subscribe will be the controllers of the personal data provided in this form and you should read our privacy notice, in particular the section entitled "Shareholders and Investors" which is available at https://www.albion.capital/disclaimer. This explains why the Albion VCTs process your personal data, what it is used for, who it is shared data with, how long it is kept for and who to contact if you have a query relating to your personal data. It also sets out your data protection rights including a right to object to some of the processing carried out.

If your application is via an IFA, we will share information about your investments with the IFA identified in Section 9 of this form, unless you instruct us not to.

The Albion VCTs will share your personal data with service providers such as Albion Capital Group LLP (as manager, advisor or receiving agent). Albion Capital Group LLP processes this personal data for its legitimate interests for administration, research and statistical purposes.

Section 8 – Declaration & signature

The Application Form may only be signed by someone other than the applicant named in Section 1 if duly authorised to do so. In such cases the original Power of Attorney (or other relevant legal document) or a duly certified copy thereof must be enclosed for inspection.

Return of application forms

Completed Application Forms, together with the appropriate payment, should be returned to Albion Capital Group LLP, 1 King's Arms Yard, London EC2R 7AF by post or can be delivered during office hours to the same address.

NOTES FOR AUTHORISED FINANCIAL INTERMEDIARIES ONLY

Section 9 – Financial intermediary details

Intermediaries must complete (in BLOCK CAPITALS) Section 9 giving their full company name and address, a contact name, telephone number, email address and details of their authorisation under the FSMA. The right is reserved to reject any application or withhold any payment of fees or commission if Albion is not, at its sole discretion, satisfied that the intermediary is authorised or is unable to identify the intermediary on the basis of the information provided.

Please note: Commission payments will be made only in accordance with the details in Section 9 and 10.

Section 10 – Advisory fees and trail commission

Complete Section 10 to show the fees or commission structure you wish to receive.

Intermediaries must complete Section 9 and 10 in order to receive fees or trail commission. Payments will only be issued in accordance with the details submitted on the Application Form. No other form of instruction will be accepted.

Section 11 – Authorised financial intermediary's declaration

Money Laundering Regulations

When you complete Section 11 you are warranting that the applicant is known to you and that you have completed all the verification procedures as required by the relevant rules and guidance of the FCA, the Joint Money Laundering Steering Group Guidance Notes and other anti-money laundering laws and regulations as may be considered appropriate.

You also confirm that this information can be relied upon by Albion and will, subject to reasonable notice, be made available to the Companies or Albion for inspection upon request.

In the event of delay or failure to produce such information, a Company may refuse to accept an application under the Offers.

Please call us at any time during office hours concerning your application on 0207 601 1850 (Calls may be recorded).

For legal reasons, the Helpline will not be able to provide advice on the merits of the Offers or give any personal tax, legal, investment or financial advice.

Please send all completed application forms to: Albion Capital Group LLP, 1 King's Arms Yard, London EC2R 7AF

Application form

Albion VCTs Prospectus Top Up Offers 2018/2019

Please tick here if you wish this application form to be used for the 2018/2019 tax year

This application form may also be used for the 2019/2020 tax year. If you wish this application to be in respect of the 2019/2020 tax year, please tick here

Before completing this Application Form you should read the Terms and Conditions of Application and Notes on completion of the Application Form.

CLOSING DATES

28 February 2019	at 2 p.m.	the deadline for the "Early Bird" Discount (which is limited to the first £10 million of applications received).
1 April 2019	at 2 p.m.	the first closing in respect of the 2018/2019 tax year.
5 April 2019	at 2 p.m.	the final closing in respect of the 2018/2019 tax year.
12 April 2019	at 2 p.m.	the first closing in respect of the 2019/2020 tax year.
30 September 2019	at 2 p.m.	the final closing in respect of the 2019/2020 tax year (unless closed before this date or extended).

	SECTION 1 – PERSONAL DETAILS
Title	First name	Surname
Address
Postcode		Email
Telephone (Day)		Telephone (Evening)
Date of Birth		National Insurance Number
	Are you an existing shareholder in any of the Albion VCTs?	Yes No
		If you are an existing shareholder in a Company in which you would like to invest, please ensure that the details provided in this section exactly match those shown on your existing share certificate(s), so as to avoid duplicate shareholder accounts being created.
		Would you like to receive shareholder communications electronically, rather than a hard copy? Yes No

Do you wish to be included on the mailing list? Yes No Please see Section 7 for our privacy information.

SECTION 2 - TAX RESIDENCY

Please indicate all countries in which you are resident for the purposes of that country's income tax.

If you are a US citizen, Green card holder, or US resident you must complete and return an IRS (Internal Revenue Service) W-9 form and include any additional tax residences in the table below.

Country of Tax Residency	Tax Identification Number (TIN/UTR)	No TIN

Application form

SECTION 3 - APPLICATION

I offer to subscribe for the following amount under the Terms and Conditions of the Subscription as set out in the Securities Note dated 7 January 2019. The Application must be for a minimum of £6,000. This may be made either across the Offers as in option A, or a minimum investment in each individual Company selected of £1,000 if option B is chosen.

Please complete EITHER Option A OR Option B (but not both)

Option A

I wish to subscribe a total of £ to be split equally under the Offers that are open at the time that my Application Form is received by Albion Capital.

Option B

I wish to subscribe the following amounts in each Albion VCT under the terms of the Offers

(1) Albion Development VCT PLC	£	minimum £1,000 if selected
(2) Albion Enterprise VCT PLC	£	minimum £1,000 if selected
(3) Albion Technology & General VCT PLC	£	minimum £1,000 if selected
(4) Albion Venture Capital Trust PLC	£	minimum £1,000 if selected
(5) Crown Place VCT PLC	£	minimum £1,000 if selected
(6) Kings Arms Yard VCT PLC	£	minimum £1,000 if selected

For Option B, in the event that one or more of the Offers chosen are closed or has insufficient shareholder authority at the time that the Application Form has been received by Albion Capital, please choose one of the following in respect of the sums relating to the closed Offers:

(1) Invest in the Offers for which I subscribe that remain in the proportions chosen above; OR		(3) Return the subscription for the unavailable Offers; OR
(2) Invest equally in all Offers that remain available; OR		(4) Return the subscription in full.

SECTION 4 – DIVIDEND OPTIONS

Please complete EITHER Option A OR Option B (but not both)

Option A – Dividends paid in cash

Please complete the details below to have dividends paid directly into your bank account.

Account Name Account Number

Bank Name Sort Code

Option B – Dividend reinvestment scheme for capital growth

Please tick the box if you have read the dividend reinvestment scheme circular for each Company on the website www.albion.capital "Investor Centre" and you would like to have your dividends reinvested into New Shares, rather than received in cash.

Application form

SECTION 5 – PAYMENT

Please complete EITHER Option A OR Option B (but not both)

Option A – cheque/banker's draft

I enclose a cheque/banker's draft drawn on a UK clearing bank and dated the same day as the Application Form (no post-dated cheques will be accepted) for £

made payable to "Albion VCTs Offers for Subscription", being either the total in Section 3 Option A or the sum of Section 3 Option B (1) to (6).

Option B – electronic transfer

I confirm that I have made a bank transfer of £ to be received in the Albion Venture Capital Trust bank account within 24 hours to:

Bank:	Nat West Bank plc
Sort Code:	50-00-00
Account number:	21655081
Account name:	Albion Venture Capital Trust
Reference:	Your surname and initials

SECTION 6 – CREST DETAILS

I request that any Offer Shares for which my subscription is accepted are issued to my nominee through CREST. CREST PARTICIPANT ID

CREST PARTICIPANT NAME

CREST MEMBER ACCOUNT ID (if applicable):

SECTION 7 – DATA PROTECTION ACT

The Albion VCTs in which you wish to subscribe will be the controllers of the personal data provided in this form and you should read our privacy notice, in particular the section entitled "Shareholders and Investors" which is available at https://www.albion.capital/disclaimer. This explains why the Albion VCTs process your personal data, what it is used for, who they share data with, how long it is kept for and who to contact if you have a query relating to your personal data. It also sets out your data protection rights including a right to object to some of the processing carried out.

If your application is via an IFA, we will share information about your investments with the IFA identified in Section 9 of this form, unless you instruct us not to.

The Albion VCTs will share your personal data with service providers such as Albion Capital Group LLP (as manager, adviser or receiving agent). Albion Capital Group LLP processes this personal data for its legitimate interests for administration, research and statistical purposes.

SECTION 8 – APPLICANT'S DECLARATION & SIGNATURE

1 I have received and read the Prospectus dated 7 January 2019 containing details of the Albion VCTs Prospectus Top Up Offers 2018/2019 and have read the Terms and Conditions of application enclosed therein and agree to be bound by them.
2 I acknowledge the existence of the Key Information Documents in the Other Regulatory Disclosures Section for each of the Albion VCTs on the Albion Capital website at www.albion.capital/investor-centre/our-funds.
3 I will be the beneficial owner of the New Shares in the Companies as issued to me pursuant to the Albion VCTs Prospectus Top Up Offers 2018/2019.
4 To the best of my knowledge and belief, the particulars that I have given on this application form are correct.
5 I understand and agree the details submitted by my financial intermediary in Sections 9 to 10 below.

HM REVENUE & CUSTOMS MAY INSPECT THIS FORM. IT IS A SERIOUS OFFENCE TO MAKE A FALSE DECLARATION.

Signature Date

ONLY APPLICABLE IF APPLICATION IS VIA IFA

SECTION 11 – AUTHORISED FINANCIAL INTERMEDIARY'S DECLARATION I confirm that I have identified and verified the identity of the Applicant to the standard required by the Money Laundering Regulations 2017 within the guidance for the UK Financial Sector issued by the Joint Money Laundering Steering Group. I confirm that I will retain copies of the identification and verification documents and data for the period required by the Money Laundering Regulations and will provide copies to Albion Capital on request. SECTION 10 – ADVISORY FEES AND TRAIL COMMISSION Please complete EITHER Option A OR Option B (but not both) and bank details. Please note that neither advisory fees nor trail commission can be waived in order to increase an applicant's investment. Option A – Advisory Intermediaries only If your client has agreed that their fees may be deducted from their Subscription detailed in Section 3 above, (which will reduce the number of New Shares issued), please detail the amount of those fees to be deducted from the subscription £ Option B – Execution-only Intermediaries only The Manager agrees to pay the Execution-Only Intermediary a trail commission of 0.4% (tick) for five years. Please note that these costs will be borne by the Manager Advisory fees or trail commissions will be paid directly into the financial intermediary's bank account. Please provide details below: Account name Account number Bank Name Sort Code SECTION 9 - FINANCIAL INTERMEDIARY DETAILS Company Title First Name Surname Address Postcode Email Telephone FCA number My relationship to the client is (tick one only) Advisory Execution-only Acting on behalf of: Title First Name Surname

Our money laundering checks have identified the Applicant as a politically exposed person (PEP) or relative or close known associate of a PEP Yes No

$\sim$ × ۰.	$\sim$

Signature Date

Please call us at any time during office hours concerning your application on 0207 601 1850 (Calls may be recorded)

For legal reasons, the helpline will not be able to provide advice on the merits of the Offers or give any personal tax, legal, investment or financial advice.

Please send all completed application forms to: Albion Capital Group LLP, 1 King's Arms Yard, London EC2R 7AF

Directors, Manager and Advisers

Directors of Albion Development VCT PLC

Geoffrey Vero Lyn Goleby Ben Larkin Patrick Reeve

Directors of Albion Technology & General VCT PLC

Neil Cross Modwenna Rees-Mogg Robin Archibald Mary Anne Cordeiro Patrick Reeve

Directors of Crown Place VCT PLC

Richard Huntingford Karen Brade Penny Freer James Agnew

Manager, Secretary and Promoter

Albion Capital Group LLP 1 King's Arms Yard London EC2R 7AF Telephone: 020 7601 1850

Solicitors to the Offers and to the Companies

Bird & Bird LLP 12 New Fetter Lane London EC4A 1JP

Auditors to the Companies

BDO LLP 55 Baker Street London W1U 7EU

Registrar

Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ Telephone: 0870 702 0000

Directors of Albion Enterprise VCT PLC

Maxwell Packe Lady Balfour of Burleigh Lord St John of Bletso Christopher Burrows Patrick Reeve

Directors of Albion Venture Capital Trust PLC Richard Glover John Kerr Ann Berresford Ebbe Dinesen Jeff Warren

Directors of Kings Arms Yard VCT PLC Robin Field

Thomas Chambers Martin Fiennes

Companies' Website

www.albion.capital

Sponsor

Howard Kennedy Corporate Services LLP No.1 London Bridge London SE1 9BG

Taxation Adviser

Philip Hare & Associates LLP 1st Floor 4-6 Staple Inn Holborn London WC1V 7QH

1 King's Arms Yard, London EC2R 7AF T 020 7601 1850 www.albion.capital

AI Terminal

ALBION TECHNOLOGY & GENERAL VCT PLC

4804_prs_2019-01-07_7fce304a-e734-4505-9184-f468ad398b6d.pdf

Securities Note

Albion VCTs Prospectus Top Up Offers 2018/2019

Albion Technology & General VCT PLC

Albion Venture Capital Trust PLC

Crown Place VCT PLC

Kings Arms Yard VCT PLC

Offers for Subscription

Contents

Expected Timetable

Note:

Statistics for the Offers

Early Bird Offers

Part I: Letter from the Chairmen

Dear Investor

Part II: The Offers

Amount to be raised

Amount to be raised (before costs)

Terms of the Offers

Pricing Formula

Early Bird Offers

An illustration of the Pricing Formula

Timetable

Effect of the Offers

Use of proceeds

Costs of the Offers

Intermediary commissions

Investment by the Directors and the Manager

Application procedure

Where Subscribers have elected to invest equally in all of the Offers, as far as practically possible, the following will apply at the time their Application Forms are processed:

Where Subscribers have elected to invest different amounts under one or more of the Offers, as far as practically possible, the following will apply at the time their Application Forms are processed:

Other key information

Application Forms

Payment details

Applications

Share and tax certificates

Helpline

Investment objectives

Investment policies

Established companies with invested portfolios

Examples of recent investments made

Future performance

Track record

Dividends

Dividend Re-investment Scheme

Outlook for the Companies

The Manager

The Manager's VCT team

Details of the senior members of the Manager's VCT team are set out below:

Co-investment between VCTs

Shareholder communications

Shareholders can elect to receive the majority of communications electronically by notifying the registrar or ticking the relevant box on the application form.

Share buy-back policies

The Boards

Management and administration arrangements

ALBION DEVELOPMENT VCT

Annual management fee

Performance fee

Administration and secretarial fee

ALBION ENTERPRISE VCT

Annual management fee

Performance fee

Administration and secretarial fee

ALBION TECHNOLOGY & GENERAL VCT

Annual management fee

Performance fee

Administration and secretarial fee

ALBION VENTURE CAPITAL TRUST

Annual management fee

Performance fee

Administration and secretarial fee

CROWN PLACE VCT

Annual management fee

Performance fee

Administration and secretarial fee

KINGS ARMS YARD VCT

Annual management fee

Performance fee