Registration Form • Oct 27, 2025
Registration Form
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2025/2026
Albion VCTs Prospectus Top Up Offers
Albion Enterprise VCT PLC
Albion Technology & General VCT PLC
Albion Crown VCT PLC
23 October 2025
IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA").
THIS DOCUMENT CONSTITUTES A REGISTRATION DOCUMENT (THE "REGISTRATION DOCUMENT") ISSUED BY ALBION ENTERPRISE VCT PLC, ALBION TECHNOLOGY & GENERAL VCT PLC AND ALBION CROWN VCT PLC (THE "COMPANIES"). ADDITIONAL INFORMATION RELATING TO THE COMPANIES IS CONTAINED IN A SECURITIES NOTE ISSUED BY THE COMPANIES (THE "SECURITIES NOTE"). THIS REGISTRATION DOCUMENT, THE SECURITIES NOTE AND A SUMMARY (THE "SUMMARY") HAVE BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS REGULATIONS RULES MADE UNDER FSMA (THE "PROSPECTUS REGULATIONS RULES") AND HAVE BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") AS COMPETENT AUTHORITY UNDER THE UK VERSION OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND CONSTITUTE A PROSPECTUS ISSUED BY THE COMPANIES DATED 23 OCTOBER 2025. THE FCA ONLY APPROVES THIS REGISTRATION DOCUMENT AS MEETING THE STANDARDS OF COMPLETENESS, COMPREHENSIBILITY AND CONSISTENCY IMPOSED BY THE UK PROSPECTUS REGULATION, AND SUCH APPROVAL SHOULD NOT BE CONSIDERED AS AN ENDORSEMENT OF THE ISSUERS THAT ARE THE SUBJECT OF THIS REGISTRATION DOCUMENT. THIS REGISTRATION DOCUMENT HAS BEEN DRAWN UP AS PART OF A SIMPLIFIED PROSPECTUS IN ACCORDANCE WITH ARTICLE 14 OF THE UK PROSPECTUS REGULATION. YOU ARE ADVISED TO READ THE PROSPECTUS IN FULL.
THIS DOCUMENT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH THE PROSPECTUS REGULATION RULES, ENGLISH LAW AND THE RULES OF THE FCA 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 62) accept responsibility for the information contained in the Registration Document. To the best of the knowledge of each Company and its Directors, the information contained in the Registration Document is in accordance with the facts and the Registration Document makes no omission likely to affect its import.
(Incorporated in England and Wales with Registered number 05990732)
(Incorporated in England and Wales with Registered number 04114310)
(Incorporated in England and Wales with Registered number 03495287)
Copies of this Registration Document, the Securities Note 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 Benjamin Street, London EC1M 5QL and on the "VCT HUB" page of Albion Capital's website: www.albion.capital/offers.
The Companies' 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. No offer of the Companies' Shares has been, nor will be, 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 those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities law of any such jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this document should read the paragraph entitled "Overseas Investors" on pages 57 and 58 of this Registration Document before taking any action.
Defined terms can be located on pages 59 to 61.
YOUR ATTENTION IS DRAWN TO THE RISK FACTORS ON PAGES 4 TO 6. 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.
| 04 | Risk Factors |
|---|---|
| 07 | Part I: The Directors and the Manager |
| 17 | Part II: Investment Policies of the Companies |
| 19 | Part III: Financial Information |
| 25 | Part IV: Portfolio Information |
| 30 | Part V: General Information |
| 30 | Section A: Albion Enterprise VCT - General Information |
| 37 | Section B: Albion Technology & General VCT - General Information |
| 43 | Section C: Albion Crown VCT - General Information |
| 49 | Section D: General Information on the Companies |
| 59 | Part VI: Definitions |
| 62 | Directors, Manager and Advisers |
The following are those risk factors which are material to each Company and of which each Company's respective Directors are aware. Material risk factors relating to the Shares are contained in the Securities Note. Additional factors which are not presently known to the Directors, or that the Directors currently deem immaterial, may also have an effect on their respective Company's business, financial condition or results of operations.
to cause disruption and impact business operations, potentially resulting in financial losses, including by interference with a Company's ability to calculate its net asset value, impediments to trading by portfolio companies, the inability of Shareholders to transact business with an affected Company, violations of applicable privacy, data security or other laws, regulatory fines and penalties, reputational damage, reimbursement or other compensation or remediation costs, legal fees; or additional compliance costs. Similar adverse consequences could result in cyber security incidents affecting counterparties with which the Companies or any of their portfolio companies engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions and other parties. Any such breaches of cybersecurity could have a material adverse effect on an affected Company's operations, its net asset value and the value of investors' Shares.
• Each of the Companies relies upon third party service providers, such as the Registrar to perform certain functions. Each Company is also dependent on other third party service providers to protect against breaches of legal and regulatory obligations of the Companies, including those in relation to data protection. Failure by any service provider to carry out its obligations to the Companies in accordance with the terms of its appointment, to exercise due care and skill, or to perform its obligations to each of the Companies at all as a result of insolvency, fraud, breaches of cybersecurity, failures in business continuity plans or other causes, could have a material adverse effect on each of the Companies' operations and performance and on returns to Shareholders. The termination of any of the Companies' relationships with any third party service provider, or any delay in appointing a replacement for any such service provider, could materially disrupt the business of that Company and could have a material adverse effect on that Company's operations and performance and on returns to Shareholders.
• Each Company intends to manage its affairs in respect of each accounting period so as to obtain and thereafter maintain approval as a VCT. However, there can be no guarantee that a Company will be able to maintain VCT status. Where a Company fails to maintain approval as a VCT before Qualifying Investors have held their Offer Shares in that Company for five years, the income tax relief obtained on the amount subscribed in that Company will have to be repaid by such investors. Dividends paid in an accounting period where VCT status is lost will become taxable and a Qualifying Investor will generally be liable to income tax on the dividend received. Where approval as a VCT is not maintained, a Company will also lose its exemption from corporation tax on capital gains.
The Directors of each Company are responsible for the determination of the Company's investment objective and policy and have overall responsibility for the Company's activities including the review of investment activity and performance.
The Directors, in conjunction with the Manager, are determined to maintain the VCT status of their respective Company and in this regard recognise its critical importance to existing and potential Shareholders. Each Board has put in place procedures designed to ensure that VCT status is maintained and monitor this closely through the provision of regular reports from the Manager and the VCT tax adviser on the status of the relevant Company against the various tests that it must meet to maintain its VCT status.
Each Board is also responsible for monitoring and managing the controllable risks to profits and assets in its respective Company. They have each established an ongoing formal process to ensure that risk exposure is reviewed regularly. As part of this regular review, each Board, together with the Manager, assesses its service providers in order to discuss their performances against expectations as well as to improve both service standards and value for money.
The Directors, all of whom are non-executive and independent of the Manager, together have relevant experience of similar investment funds, regulatory organisations, corporate governance of listed companies, the private equity industry and investee companies. There are no conflicts of interest between the duties carried out by the Directors and their respective private interests.
The Listing Rules require listed companies, such as each Company, to include in their annual report and accounts a statement of how they apply the principles of good corporate governance set out in the UK Corporate Governance Code and whether or not they have complied with the best practice provisions set out in the UK Corporate Governance Code throughout their accounting period. Where any of the provisions have not been complied with, the relevant Company must state the provisions in question, the period within which non-compliance occurred and the reasons for non-compliance.
Each Company is a member of the Association of Investment Companies and as such the AIC Code, which complements the UK Corporate Governance Code and provides a framework of best practice for investment companies, including VCTs, applies to it. The Financial Reporting Council has confirmed that, by following the AIC Code, VCT boards should fully meet their obligations in relation to the UK Corporate Governance Code and UKLR 6.6.6R(6) in the Listing Rules.
The AIC Code provides that, to give greater transparency to investors, it should be best practice for members to state in their annual report whether they are adhering to the principles and following the recommendations contained in the AIC Code and if not, to explain why and, where appropriate, to detail the steps they intend to take to bring themselves into compliance in the future. AIC member companies may also make a statement that, by reporting against the AIC Code, they are meeting their obligations under the UK Corporate Governance Code (and associated disclosure requirements under UKLR 6.6.6R(6)) and as such do not need to report further on issues contained in the UK Corporate Governance Code which are irrelevant to them.
Ben Larkin is a partner at an international law firm, Jones Day. He heads up the business reorganisation practice across Europe. He has spent the majority of his career advising public and private boards on aspects of corporate governance and has particular expertise in the infrastructure and real estate sectors. Recent mandates include Open Fiber (the Italian nationwide fibre network), Southern Water and HES. Prior to joining Jones Day, he led the business recovery and reconstruction division of Berwin Leighton Paisner LLP for 14 years.
He was previously the chairman of Albion Development VCT until its merger with Albion Enterprise VCT.
Christopher Burrows gained 35 years' experience in international leadership consulting, executive search and assessment. Having graduated in Anthropology from the University of Cambridge, he started his consulting career with Whitehead Mann and subsequently became the youngest partner at Goddard Kay Rogers. He retired from Russell Reynolds Associates in 2018, having been a managing director for the last 13 years of his executive career there. His principal focus was advising clients and investors on board appointments and organisation strategy across biotechnology, medtech, diagnostics, healthcare services, pharmaceuticals and digital technologies.
Rhodri Whitlock is a chartered accountant and has over 25 years' experience as a partner in various accounting practices providing a range of assurance services and advice to listed and private companies. During that time he worked closely with the non-executive boards of a significant number of investment and infrastructure funds and also gained considerable experience of high growth businesses and sectors including MedTech, FinTech, software as a service, healthcare and e-commerce. More recently he worked with the independent regulator, the Financial Reporting Council, and now runs his own consultancy business, HPL Associates Limited and AQRA Limited. He is also a member of the ICAEW's Audit and Assurance Board and the ICAS's Corporate & Financial Reporting Panel.
After graduating in Economics at Cambridge, Philippa Latham started her career in corporate finance in the City and has experience in industry as a corporate analyst, FCMA accountant and as a company secretary for quoted companies. She was a non-executive director from 2005 to 2015 at James Latham PLC, an AIM listed company, where she served as the chair of the Audit Committee for seven years. She currently holds four non-executive director roles, one of which is Lucy Group Ltd where she is chair of the Audit Committee.
Lord O'Shaughnessy has operated at the highest levels across UK Government, including as a Parliamentary Under Secretary in the Department for Health & Social Care with key policy responsibilities including life sciences; medicines pricing and regulation; preparing the health and social care sectors for Brexit; and, data, digital and technology, including cyber security. He was created a life peer in 2015 taking the title Baron O'Shaughnessy, of Maidenhead in the Royal County of Berkshire, and previously served as Director of Policy in No.10 Downing Street. He is a senior partner at Newmarket Strategy, a healthcare and life sciences consultancy, a Trustee at Health Data Research UK and Chair of Cambridge University Health Partners.
He was previously a director of Albion Development VCT until its merger with Albion Enterprise VCT.
The Directors of Albion Enterprise VCT are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
| Ben Larkin | |
|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Enterprise VCT | Albion Development VCT* |
| Jones Day |
| Christopher Burrows | |
|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Enterprise VCT |
| Rhodri Whitlock | |
|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Enterprise VCT | |
| AQRA Limited | |
| HPL Associates Limited | |
| Pannells LLP |
| Philippa Latham | |
|---|---|
| ----------------- | -- |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Albion Enterprise VCT | Maldon Salt Limited |
| Lucy Group Ltd | |
| Maldon Holdings Limited | |
| Trebartha Estates Limited |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Albion Enterprise VCT | Albion Development VCT* |
| Cambridge University Health Partners | Floreat Education (dissolved)** |
| Health Data Research UK | Floreat Education Academies Trust (dissolved)** |
| Newmarket Strategy Holdings Limited | Human.ai Limited (dissolved)** |
| Newmarket Strategy Limited | Mayforth Consulting Limited (dissolved)** |
| Oracle Bidco Limited | |
| Oracle Midco Limited | |
| Oracle Topco Limited |
* in members' voluntary (solvent) liquidation
The Board of Albion Enterprise VCT consists solely of non-executive directors of whom Ben Larkin is Chairman and Christopher Burrows is the Senior Independent Director. All of the Albion Enterprise VCT Directors are considered by the Board of Albion Enterprise VCT to be independent of the Manager and the Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code, as at the date of this document Albion Enterprise VCT complies with its obligations under the UK Corporate Governance Code.
In accordance with the AIC Code, all Directors submit themselves for re-election annually.
The Board of Albion Enterprise VCT has delegated certain responsibilities and functions to the audit and risk committee, the remuneration committee and the nomination committee.
The audit and risk committee, chaired by Rhodri Whitlock, operates within clearly defined terms of reference and comprises all the Albion Enterprise VCT Directors. The duties of the audit and risk committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the Board of Albion Enterprise VCT and meets at least twice yearly.
The remuneration committee, chaired by Philippa Latham, comprises all the Albion Enterprise VCT Directors and reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by Christopher Burrows, comprises all the Albion Enterprise VCT Directors and is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Albion Enterprise VCT, the nomination committee takes into account the ongoing requirements of Albion Enterprise VCT and the need to have a balance of skills, knowledge, experience and diversity within its Board.
** Voluntarily struck off the Register of Companies at Companies House
Clive Richardson has extensive experience across a range of private and public international healthcare and technology focused firms from start-ups to mid-cap companies. He was Head of Equities Research for Investec Bank, and worked as a strategy consultant for L.E.K. Consulting, a leading global strategy firm. He has held non-executive director roles and served as an executive board member on CIS Healthcare Limited and Clinisys Group Limited, both decision support healthcare software companies. He has served as CEO for Akari Therapeutics, PLC, a NASDAQ listed biotechnology company and is currently CEO of con-join-AI, a healthcare technology company.
David Benda has extensive corporate banking experience working with investment companies, providing advice on fundraising, reorganisations and restructurings. He qualified as a chartered accountant with Coopers & Lybrand in London in 1994 and, whilst working for them, he took up secondment in both the New York and Prague offices until his departure in 1997. Since then, he has worked in various corporate broking roles, including for HSBC James Capel and Winterflood Securities where he focused on investment companies. He was until recently a Managing Director at Deutsche Numis where he headed up the corporate side of the listed fund team and co-headed the team overall.
Swarupa Pathakji has considerable experience in private equity investment, strategic development, exits and valuations. She qualified as a chartered accountant at Deloitte before spending time in mergers and acquisitions at Merrill Lynch. She moved to Duke Street, a mid-market Private Equity firm, in 2007 and has served as a non-executive director on the boards of a number of companies across multiple sectors. She is currently non-executive director of Motorpoint Group PLC.
She was previously a director of Albion KAY VCT until its merger with Albion Technology & General VCT.
Simon Thorpe is a qualified Chartered Accountant and former chairman and director of Cambridge Angels with extensive experience of analysing and investing in early-stage public and private companies in the technology and technology enabled healthcare sectors. His previous roles include Chief Operating Officer for European Equity Research and UBS Global Equity Research.
He was previously a director of Albion KAY VCT until its merger with Albion Technology & General VCT.
The Directors of Albion Technology & General VCT are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
| Clive Richardson | |
|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Technology & General VCT | Akari Therapeutics, PLC |
| Cintoa Limited | |
| Con-join-ai ApS | |
| Con-join-ai Ltd | |
| 5 Hertford Street Limited | |
| Robert Birley Holdings Limited | |
| Top Coast Investment Limited |
| David Benda | |
|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Technology & General VCT | Roman Landing Leaseholds Limited |
| Ecofin Global Utilities and Infrastructure Trust plc |
| Swarupa Pathakji | |
|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Technology & General VCT | Albion KAY VCT* |
| Motorpoint Group PLC | OFS (DS) Holdings Limited |
| SCS Group Limited |
| Simon Thorpe | |
|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Technology & General VCT | Albion KAY VCT* |
| Delta2020 LLP | Cambridge Angels Ltd |
| Inngot Limited | Cambridge Angels Group Ltd |
| Rockspring Nominees Limited | |
| Ubio Limited | |
| University of Manchester Innovation Factory Limited |
* in members' voluntary (solvent) liquidation
(from 1 November 2025)
The Board of Albion Technology & General VCT consists solely of non-executive directors. Clive Richardson is Chairman and Simon Thorpe is the Senior Independent Director. All of the Directors are considered by the Board of Albion Technology & General VCT to be independent of the Manager and the Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code, as at the date of this document Albion Technology & General VCT complies with its obligations under the UK Corporate Governance Code.
In accordance with the AIC Code, all Directors submit themselves for re-election annually.
The Board of Albion Technology & General VCT has delegated certain responsibilities and functions to the audit and risk committee, the remuneration committee, the nomination committee and the management engagement committee.
The audit and risk committee, chaired by Simon Thorpe, operates within clearly defined terms of reference and comprises all the Albion Technology & General VCT Directors. The duties of the audit and risk committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the Board of Albion Technology & General VCT and meets at least twice yearly.
The remuneration committee, chaired by David Benda, comprises all the Albion Technology & General VCT Directors and reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by Clive Richardson, comprises all the Albion Technology & General VCT Directors and is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Albion Technology & General VCT, the nomination committee takes into account the ongoing
requirements of Albion Technology & General VCT and the need to have a balance of skills, experience and knowledge within its Board, together with diversity of experience and approach.
The management engagement committee, chaired by Clive Richardson, comprises all the Albion Technology & General VCT Directors and has been formed to review arrangements with the Manager.
After graduating from Oxford University, Richard Glover spent 15 years in industrial relations and HR management roles in the 1970s and 1980s first with ICI and then with Grand Metropolitan, followed by a spell in retail catering operations with United Biscuits. Since 1990 he has been involved with two private equity backed businesses in the service sector: first, in 1990 the British School of Motoring (BSM), where, as MD and later CEO, he took the company through flotation and then sale to RAC; and in 2000, the accountancy training company ATC International, where he became the majority shareholder in 2003, running the business in Eastern Europe before selling it to Becker Professional Education in 2011. He has also held a number of non-executive director positions in the service sector and has been extensively involved with the Worshipful Company of Haberdashers and its education activities.
He was previously chairman of Albion Venture Capital Trust until its merger with Albion Crown VCT.
Pam Garside is an experienced healthcare investor, expert in digital health and an adviser to government, NHS and private sector organisations in the UK and US. She is a Fellow of the Judge Business School at the University of Cambridge and a member of the investment committee of Cambridge Enterprise, the technology transfer company of the University. She is chairman of Cambridge Angels, a board member of several other healthcare companies and co-chair of the Cambridge Health Network.
Ian Spence is highly experienced in the technology sector, having researched and advised companies in this industry over 25 years. He began his career as a journalist at the Investors Chronicle before moving into investment banking where, over the next 13 years working for Granville, Robert W Baird, Bridgewell and Altium, he developed a specialisation as a highly-regarded technology analyst. During this time, he was twice voted TechMARK Analyst of the Year. In 2007, he founded Megabuyte, which has grown to be one of the most respected and widely read sources of financial and corporate intelligence in the European technology sector. He is chairman of the company and has an extensive network across the European technology sector and beyond.
Ann Berresford is a chartered accountant with a background in the financial services and energy sectors. She holds a degree in Organic Chemistry and trained as an accountant with Grant Thornton. After a period in audit, she moved into industry and spent over 20 years working in financial management and treasury roles, initially with Clyde Petroleum plc and then with the Bank of Ireland Group. Since 2006, she has had a number of non-executive roles, including positions at Bath Building Society, the Pensions Protection Fund, Triodos Renewables plc, Hyperion Insurance Group and the Pensions Regulator. She is currently a non-executive director of Secure Trust Bank plc.
She was previously a director of Albion Venture Capital Trust until its merger with Albion Crown VCT.
Richard Wilson is highly experienced in the asset management sector and was CEO of BMO Global Asset Management and previously CEO of F&C Asset Management plc, where he led the company's acquisition by BMO Financial Group and subsequent integration into BMO Global Asset Management. He began his asset management career in 1988 as a U.K. equity manager with HSBC Asset Management (formerly Midland Montagu). He then joined Deutsche Asset Management (formerly Morgan Grenfell), where he rose to managing director, global equities. From Deutsche, he moved to Gartmore Investment Management in 2003 as head of international equity investments before joining F&C in 2004. He is an independent non-executive director of Insight Investment Management.
He was previously a director of Albion Venture Capital Trust until its merger with Albion Crown VCT.
The Directors of Albion Crown VCT are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
| Richard Glover | |
|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Crown VCT | Albanurseries Ltd |
| Haberdashers' Monmouth School Limited | Albion Venture Capital Trust* |
| Haberdashers' Monmouth Estates Limited | |
| Hatcham Charitable Trust |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Albion Crown VCT | Medefer Limited |
| Cambridge Angels Group Ltd | Punchdrunk Enrichment Limited |
| Cambridge Angels Ltd | TheCareRooms Ltd |
| Cambridge Health Network Limited | Visante Limited (dissolved) |
| Cicely Saunders International | Whizz-Kidz |
| Newhealth Limited | |
| Nickleby Impress LLP |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Agnosco Capital Limited | IX Acquisition Corp. |
| Albion Crown VCT | |
| IS Research Ltd | |
| Quartix Technologies PLC |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Albion Crown VCT | Albion Venture Capital Trust* |
| Secure Trust Bank Public Limited Company |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Albion Crown VCTCC Lower Clapton LLP | Albion Venture Capital Trust* |
| Insight Investment Funds Management Limited | |
| Insight Investment International Limited | |
| Insight Investment Management Limited | |
| Insight Investment Management (Global) Limited |
* in members' voluntary (solvent) liquidation
The Board of Albion Crown VCT consists solely of non-executive directors of whom Richard Glover is Chairman and Pam Garside is the Senior Independent Director. All of the Albion Crown VCT Directors are considered by the Board of Albion Crown VCT to be independent of the Manager. The Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code, as at the date of this document, Albion Crown VCT complies with its obligations under the UK Corporate Governance Code.
In accordance with the AIC Code, all Directors submit themselves for re-election annually.
The Board of Albion Crown VCT has delegated certain responsibilities and functions to the audit and risk committee, the remuneration committee and the nomination committee.
The audit and risk committee, chaired by Ann Berresford, operates within clearly defined terms of reference and comprises all the Albion Crown VCT Directors. The duties of the audit and risk committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the Board of Albion Crown VCT and meets at least twice yearly.
The remuneration committee, chaired by Ian Spence, operates within clearly defined terms of reference and comprises all the Albion Crown VCT Directors. It reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by Richard Glover, operates within clearly defined terms of reference and comprises all the Albion Crown VCT Directors. The committee is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Albion Crown VCT, the nomination committee takes into account the ongoing requirements of Albion Crown VCT and the need to have a balance of skill, experience and knowledge within its Board, together with diversity of experience and approach.
Albion Capital Group LLP is the Companies' investment manager and is a limited liability partnership incorporated on 6 November 2008 and registered in England and Wales under number OC341524 pursuant to the Limited Liability Partnerships Act 2000 and LEI number 213800132YFSOIX6N117. The registered office and principal place of business of Albion Capital is 1 Benjamin Street, London EC1M 5QL (telephone number 020 7601 1850). Albion Capital is authorised and regulated by the Financial Conduct Authority as an Authorised UK AIFM as required under the EU AIFM Directive that came into force in July 2013. The principal legislation under which Albion Capital operates is the Limited Liability Partnership Act 2000 and the applicable provisions of CA 2006 (and regulations made thereunder). Albion Capital is domiciled in England and its website can be found at www.albion.capital. Information on this website does not form part of the Prospectus unless that information is incorporated by reference into the Prospectus. Albion Capital currently manages some £1 billion, which it is managing under delegation.
The following are specifically responsible for the management and administration of the Companies.
Will Fraser-Allen, BA (Hons), FCA, has been managing partner of Albion Capital since 2019 and chairs the investment committee. He is on the board of the AIC and sits on the Venture Capital Committee of the BVCA. He joined Albion Capital in 2001 and became deputy managing partner in 2009. He qualified as a chartered accountant and has a BA in History from Southampton University.
Patrick Reeve MA, FCA, was formerly the managing partner of Albion Capital and became chairman in 2019. He was formerly a director of Albion Development VCT, Albion Technology & General VCT and Albion Enterprise VCT. He joined Close Brothers Group PLC in 1989 before establishing Albion Capital in 1996. He qualified as a chartered accountant and has an MA in Modern Languages from Oxford University. He is chair of Albion Capital's valuation committee and its risk management committee.
Dr. Andrew Elder, MA, FRCS, practised as a neurosurgeon before starting his career in investment. He is head of the healthcare investment team and became deputy managing partner of Albion Capital in 2019. He joined Albion Capital in 2005 from Boston Consulting Group and became a partner in 2009. He has an MA plus Bachelors of Medicine and Surgery from Cambridge University. He is a Fellow of the Royal College of Surgeons (England).
Vikash Hansrani, BA (Hons), FCA, is a partner and oversees the finance and administration of all funds under Albion Capital's management. He is a member of Albion Capital's valuation committee and its risk management committee. He qualified as a chartered accountant with RSM, before joining Albion Capital in 2010. He has a BA in Accountancy & Finance from Nottingham Business School.
Valerie Aelbrecht, MSc, MSc, is an investment manager. She joined Albion Capital in 2022. She was at Cherry Ventures after being a founder and operator for 8 years in the foodtech space. She holds an MSc in Applied Economics from the University of Antwerp and an MSc in International Business Management & Entrepreneurship from Kingston University.
Dr. Leigh Brody, PhD, joined Albion Capital as an investment manager in 2021 and focuses on transformative technologies and therapeutics opportunities emerging from UCL. She has over a decade of experience as a startup founder, gained her PhD in Biochemistry from Imperial College London, and also holds a BSc in Biochemistry from Simmons University.
Adam Chirkowski, MA (Hons), focuses on B2B and ClimateTech investments and became a partner in 2024. Prior to joining Albion Capital in 2013, he spent five years working in corporate finance at Rothschild. He has a first class degree in Industrial Economics and a Masters in Corporate Strategy and Governance from Nottingham University.
Dr. Molly Gilmartin, BM BCh, BA, is an investment director. She joined Albion Capital in 2022 from McKinsey & Company. Before that, she was Chief Commercial Officer of Induction Healthcare Group which completed an IPO on AIM in 2019. Before this, she was a founding team member of start-up Pando and an NHS Clinical Entrepreneur as a medical doctor.
David Grimm, MSc, is a partner focusing on DeepTech investments. He joined Albion Capital in 2016 as investment manager and was made partner in 2023. He has spent 10 years investing in early-stage technology-differentiated opportunities, including 4 years at Spark Ventures prior to joining Albion Capital. He holds an MSc in Natural Sciences.
Sebastian Hunte, MSc, is an investment director focusing on DeepTech investments. He joined Albion Capital in 2022. Prior to joining, he worked as the technology architect and tech team lead for a think tank advising the Chief of Staff to the Prime Minister of Barbados. He has an MSc in Computer Science from the University of Edinburgh.
Ed Lascelles, BA (Hons), heads up the technology investment team. He joined Albion Capital from ING Barings in 2004, having started his career advising public companies, and became a partner in 2009. He holds a first class honours degree in Philosophy from UCL.
Paul Lehair MSc, MA, joined Albion Capital in 2019 and became a partner in 2024. Prior to Albion Capital, he spent five years at Citymapper. He also worked at Viagogo and in M&A at Citigroup. He has a dual Master's degree in European Political Economy from the LSE and Political Science and Sciences Po Paris.
Catriona McDonald, BA (Hons), specialises in technology investing. She joined Albion Capital in 2018 and became a partner in 2024. Prior to Albion Capital, she was at Goldman Sachs where she worked on IPOs, M&A and leveraged buyouts in New York and London. She graduated from Harvard University, majoring in Economics.
Kibriya Rahman, MMath, is an investment manager. He joined Albion Capital in 2022. He was previously at Funding Circle and Formula 1. Before this, he worked at OC&C Strategy Consultants. He graduated from Oxford University with an MMath degree.
Jane Reddin, BA (Hons), heads up the platform team. She joined Albion Capital in 2020 and became a partner in 2022. Prior to joining Albion Capital, she spent six years as Talent Adviser at Balderton Capital and then co-founded The Talent Stack. She graduated from Durham University with a BA in French and German.
Dr. Christoph Ruedig, MBA, is a partner focusing on digital health. He originally practised radiology and was responsible for M&A in healthcare at GE and venture capital with 3i. He joined Albion Capital in 2011 and became a partner in 2014. He holds a degree in medicine from Ludwig-Maximilians University and an MBA from INSEAD.
Nadine Torbey, MSc, BEng, joined Albion Capital in 2018 from Berytech Fund Management and became a partner in 2024. She holds a BSc in Electrical and Computer Engineering from the American University of Beirut and an MSc in Innovation Management and Entrepreneurship from Brown University.
Robert Whitby-Smith, BA (Hons), FCA, is a partner focusing on software investing. His background was in corporate finance at KPMG, Credit Suisse First Boston and ING Barings, after qualifying as a chartered accountant. He joined Albion Capital in 2005 and became a partner in 2009. He graduated from Reading University with a BA in History.
Jay Wilson, MBA, MMath, is a partner focusing on FinTech. He joined Albion Capital in 2019 from Bain & Company, where he had been a consultant since 2016, and became a partner in 2023. Prior to this he graduated from London Business School with an MBA having spent eight years as a broker at ICAP Securities.
Dr Marco Yu, PhD, MRICS, heads up the renewables team and became a partner in 2023. Prior to joining Albion Capital in 2007, he qualified as a Chartered Surveyor with Bouygues, and advised on large capital projects with EC Harris. He has a first class degree in economics from Cambridge University and a PhD in construction economics from UCL.
The Company will invest in a broad portfolio of higher growth businesses across a variety of sectors of the UK economy including higher risk technology companies. Allocation of assets will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified both in terms of sectors and stages of maturity of portfolio companies.
Funds held prior to investing in VCT qualifying assets or for liquidity purposes will be held as cash on deposit, invested in floating rate notes or similar instruments with banks or other financial institutions with high credit ratings. They may also be invested in liquid open-ended equity funds providing income and capital equity exposure (where it is considered economic to do so). Investment in such open-ended equity funds will not exceed 10% of the Company's assets at the time of investment.
The Company shall be able to (i) continue to hold VCT assets that were previously acquired in accordance with the Company's investment policy that applied at the time of investment and (ii) acquire such VCT assets through a merger with another VCT where such assets were previously acquired by that target VCT (in accordance with its investment policy that applied at the time of investment).
Risk is spread by investing in a number of different businesses within venture capital trust qualifying industry sectors using a mixture of securities. The maximum amount which the Company will invest in a single company is 15% of the Company's assets at cost at the time of investment. The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of investments' suitability for sale. It is possible that individual holdings may grow in value to a point where they represent a significantly higher proportion of total assets prior to a realisation opportunity being available.
The Company's maximum exposure in relation to gearing is restricted to 10% of its adjusted share capital and reserves. The Directors do not have any intention of utilising long-term gearing.
The Company will invest in a broad portfolio of unquoted growth and technology businesses. Allocation of assets will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified in terms of sectors and stages of maturity of portfolio companies.
Funds held to invest in VCT qualifying assets or for liquidity purposes will be held as cash on deposit or invested in floating rate notes or similar instruments with banks or other financial institutions with high credit ratings. They may also be invested in liquid open-ended equity funds providing income and capital equity exposure (where it is considered economic to do so). Investment in such open-ended equity funds will not exceed 7.5% of the Company's assets at the time of investment.
The Company shall be able to (i) continue to hold VCT assets that were previously acquired in accordance with the Company's investment policy that applied at the time of investment and (ii) acquire such VCT assets through a merger with another VCT where such assets were previously acquired by that target VCT (in accordance with its investment policy that applied at the time of investment).
Risk is spread by investing in a number of different businesses within VCT qualifying industry sectors using a mixture of securities. The maximum the Company will invest in a single company is 15% of the Company's assets at cost at the time of investment. The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of investments' suitability for sale. It is possible that individual holdings may grow in value to a point where they represent a significantly higher proportion of total assets prior to a realisation opportunity being available.
The Company's maximum exposure in relation to gearing is restricted to 10% of the adjusted share capital and reserves. The Directors do not have any intention of utilising long-term gearing.
The Company invests in a broad portfolio of smaller, unquoted growth businesses across a variety of sectors including higher risk technology companies. Investments take the form of equity or a mixture of equity and loans.
Whilst allocation of funds is determined by the investment opportunities which are available, efforts are made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of investee businesses. Funds held pending investment or for liquidity purposes will be held principally as cash on deposit.
The Company shall be able to (i) continue to hold VCT assets that were previously acquired in accordance with the Company's investment policy that applied at the time of investment and (ii) acquire such VCT assets through a merger with another VCT where such assets were previously acquired by that target VCT (in accordance with its investment policy that applied at the time of investment).
Risk is spread by investing in a number of different businesses within venture capital trust qualifying industry sectors using a mixture of securities, as permitted. The maximum amount which the Company will invest in a single portfolio company is 15% of the Company's assets at cost, thus ensuring a spread of investment risk. The value of an individual investment may increase over time as a result of trading progress and it is possible that it may grow in value to a point where it represents a significantly higher proportion of total assets prior to a realisation opportunity being available.
The Company's maximum exposure in relation to gearing is restricted to the amount of its adjusted share capital and reserves. The Directors do not have any intention of utilising long-term gearing.
In addition to the investment policies described above, investment allocation and risk diversification for each Company are substantially governed by the relevant HMRC tests which must be satisfied in order for a Company to maintain its status under Venture Capital Trust legislation. Those tests are summarised in paragraph 5 of Section D of Part V of this document.
No Company will make a material change to its published investment policy without obtaining the prior approval of its Shareholders.
Albion Enterprise VCT has produced audited annual statutory accounts for the year ended 31 March 2025 (which contains the information as set out below). Johnston Carmichael LLP of 7-11 Melville Street, Edinburgh EH3 7PE reported on the statutory accounts for the financial year ended 31 March 2025 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 31 March 2025 was prepared in accordance with Financial Reporting Standard 102 and applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Albion Enterprise VCT's financial condition, changes in financial condition and results of operations for that financial year, and the pages referred to in the following tables are being incorporated by reference and can be accessed at the following website: www.albion.capital.
Where this document makes reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | March 2025 Annual Report |
|---|---|
| Income statement | Page 77 |
| Balance sheet | Page 78 |
| Statement of changes in equity | Page 79 |
| Statement of cash flows | Page 80 |
| Accounting policies and notes | Pages 8198 |
| Auditor's report | Pages 69-75 |
Albion Enterprise VCT's published annual report and accounts for the year ended 31 March 2025 contains, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | March 2025 Annual Report |
|---|---|
| Objective | Page 7 |
| Investment policy | Page 7 |
| Performance summary | Pages 8-9 |
| Results and dividend | Page 10 |
| Chairman's statement | Pages 10-13 |
| Strategic report | Pages 14-28 |
| Portfolio summary | Pages 29-30 |
| Valuation policy | Pages 81-82 |
The key figures that summarise Albion Enterprise VCT's financial position in respect of the financial year ended 31 March 2025 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | March 2025 Annual Report |
|---|---|
| Gains on investments (£'000) | 16,723 |
| Investment income (£'000) | 2,742 |
| Profit on ordinary activities before taxation (£'000) | 14,241 |
| Earnings per share (p) | 9.87 |
| Dividends per share (p) | 19.92* |
| Total assets (£'000) | 280,517 |
| Net assets (£'000) | 278,526 |
| NAV per share (p) | 116.22 |
* Dividends included a special dividend of 13.50p per share following the sale of Egress Software Technologies.
The net asset value per Albion Enterprise VCT Share as at 30 June 2025 (being the most recent unaudited NAV per Share published by Albion Enterprise VCT prior to the publication of this document) was 115.72p per Albion Enterprise VCT Share.
There has been no significant change in the financial position of Albion Enterprise VCT since 31 March 2025 (being the last date up to which Albion Enterprise VCT has published audited financial information).
Albion Technology & General VCT has produced audited annual statutory accounts for the financial year ended 31 December 2024 and a half-yearly financial report for the six-month period ended 30 June 2025 (which contain the information as set out below). Johnston Carmichael LLP of 7-11 Melville Street, Edinburgh EH3 7PE reported on the statutory accounts for the financial year ended 31 December 2024 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 31 December 2024 was prepared in accordance with Financial Reporting Standard 102 and applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report and the half-yearly financial report each contains a description of Albion Technology & General VCT's financial condition, changes in financial condition and results of operations for the relevant period, and the pages referred to in the following tables are being incorporated by reference and can be accessed at the following website: www. albion.capital. Where this document makes reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | December 2024 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2025 |
|---|---|---|
| Income statement | Page 77 | Page 16 |
| Balance sheet | Page 78 | Page 17 |
| Statement of changes in equity | Page 79 | Page 18 |
| Statement of cash flows | Page 80 | Page 19 |
| Accounting policies and notes | Pages 81-96 | Pages 20-26 |
| Auditor's report | Pages 69-75 | N/A |
Albion Technology & General VCT's published annual report and accounts for the financial year ended 31 December 2024 and the half-yearly report for the six-month period ended 30 June 2025 contain, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | December 2024 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2025 |
|---|---|---|
| Objective | Page 7 | Page 6 |
| Investment policy | Page 7 | Page 6 |
| Performance summary | Page 8-9 | Page 7 |
| Results and dividend | Page 10 | Page 8 |
| Chairman's statement/ interim management statement | Pages 10-13 | Pages 8-11 |
| Strategic report | Pages 14-28 | N/A |
| Portfolio summary | Pages 29-30 | Pages 12-13 |
| Valuation policy | Pages 81-82 | Pages 20 |
The key figures that summarise Albion Technology & General VCT's financial position in respect of the financial year ended 31 December 2024 and for the unaudited six month period ended 30 June 2025 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | December 2024 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2025 |
|---|---|---|
| Gains/(losses) on investments (£'ooo) | 13,248 | (889) |
| Investment income (£'000) | 2,345 | 1,843 |
| Profit/(loss) on ordinary activities before taxation (£'000) | 11,428 | (2,091) |
| Earnings/(loss) per share (p) | 5.93 | (0.58) |
| Dividends per share (p) | 3.68 | 1.83 |
| Total assets (£'000) | 254,137 | 270,516 |
| Net assets (£'000) | 251,320 | 268,708 |
| NAV per share (p) | 73.04 | 70.70 |
The net asset value per Albion Technology & General VCT Share as at 30 June 2025 (being the most recent unaudited NAV per Share published by Albion Technology & General VCT prior to the publication of this document) was 70.70p per Albion Technology & General VCT Share.
There has been no significant change in the financial position of Albion Technology & General VCT since 30 June 2025 (being the last date up to which Albion Technology & General VCT has published interim unaudited financial information).
Albion Crown VCT has produced audited annual statutory accounts for the financial year ended 30 June 2025 (which contain the information as set out below).
Johnston Carmichael LLP of 7-11 Melville Street, Edinburgh EH3 7PE reported on the statutory accounts for the financial year ended 30 June 2025 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 30 June 2025 was prepared in accordance with Financial Reporting Standard 102 and applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Albion Crown VCT's financial condition, changes in financial condition and results of operations for that financial year and the pages referred to in the following tables are being incorporated by reference and can be accessed at the following website: www.albion.capital.
Where this document makes reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | June 2025 Annual Report |
|---|---|
| Income statement | Page 83-84 |
| Balance sheet | Page 85-87 |
| Statement of changes in equity | Page 88-90 |
| Statement of cash flows | Page 91-93 |
| Accounting policies and notes | Pages 94-110 |
| Auditor's report | Pages 75-81 |
Albion Crown VCT's published annual report and accounts for the financial year ended 30 June 2025 contains, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for that period:
| Description | June 2025 Annual Report |
|---|---|
| Investment policy | Page 7 |
| Performance summary | Pages 8-9 |
| Results and dividend | Page 10-12 |
| Chairman's Statement | Pages 10-14 |
| Strategic Report | Pages 15-30 |
| Portfolio summary | Pages 31-37 |
| Valuation policy | Pages 94-95 |
The key figures that summarise Albion Crown VCT's financial position in respect of the financial year ended 30 June 2025 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| June 2025 Annual Report | ||||
|---|---|---|---|---|
| Description | Ordinary shares | C shares | Combined Ordinary and C shares |
|
| Gains/(losses) on investments (£'000) | 542 | (689) | (147) | |
| Investment income (£'000) | 1,381 | 535 | 1,916 | |
| Loss on ordinary activities before taxation (£'000) | (1,044) | (902) | (1,946) | |
| Loss per share (p) | (0.32) | (0.68) | n/a | |
| Dividends per share (p) | 1.59 | 1.61 | n/a | |
| Total assets (£'000) | 118,149 | 53,129 | 171,278 | |
| Net assets (£'000) | 117,360 | 52,752 | 170,112 | |
| NAV per share (p) | 30.33 | 40.09 | n/a |
* C shares were first allotted on 19 December 2024. The period is from date of merger on 19 December 2024 to 30 June 2025.
The net asset value per Albion Crown VCT Ordinary Share as at 30 June 2025 (being the most recent audited NAV per Share published by Albion Crown VCT prior to the publication of this document) was 30.33p per Albion Crown VCT Ordinary Share. The net asset value per Albion Crown VCT C Share as at 30 June 2025 (being the most recent audited NAV per Share published by Albion Crown VCT prior to the publication of this document) was 40.09p per Albion Crown VCT C Share.
There has been no significant change in the financial position of Albion Crown VCT since 30 June 2025 (being the last date up to which Albion Crown VCT has published audited financial accounts).
Johnston Carmichael LLP is regulated by the Institute of Chartered Accountants of Scotland.
The following table sets out the average annual total (unaudited) NAV return of the Companies for one, three, five and ten year periods to 30 June 2025, comprising dividends paid and change in net asset value:
| 1 year | 3 years (p.a.) | 5 years (p.a.) | 10 years (p.a.) | |
|---|---|---|---|---|
| Albion Enterprise VCT | -0.3% | 4.7% | 9.0% | 8.9% |
| Albion Technology & General VCT | -0.9% | 1.4% | 5.3% | 5.0% |
| Albion Crown VCT ordinary shares | -0.9% | 1.4% | 5.3% | 6.9% |
| Albion Crown VCT C shares* | -5.8% | -4.0% | 1.4% | 4.1% |
* The performance of the Albion Crown VCT C shares represents the performance of the Albion Venture Capital Trust shares until the merger of Albion Venture Capital Trust with Albion Crown VCT on 19 December 2024 and the performance of the Albion Crown VCT C shares thereafter.
Source: Albion Capital
The following table sets out the annual return (unaudited and comprising change in net asset value and dividends paid per share) for each of the Companies for each of the 5 years to 30 June 2025:
| Year to 30 June 2021 |
Year to 30 June 2022 |
Year to 30 June 2023 |
Year to 30 June 2024 |
Year to 30 June 2025 |
|
|---|---|---|---|---|---|
| Albion Enterprise VCT | 20.8% | 6.5% | 2.9% | 11.7% | -0.3% |
| Albion Technology & General VCT | 16.7% | 5.7% | 1.4% | 3.6% | -0.9% |
| Albion Crown VCT ordinary shares | 15.9% | 6.1% | 3.1% | 2.1% | -0.9% |
| Albion Crown VCT C shares* | 8.7% | 7.2% | -1.3% | -6.1% | -5.8% |
* The performance of the Albion Crown VCT C shares represents the performance of the Albion Venture Capital Trust shares until the merger of Albion Venture Capital Trust with Albion Crown VCT on 19 December 2024 and the performance of the Albion Crown VCT C shares thereafter.
Source: Albion Capital
Set out below are the largest investments of each Company as at the date of this document (the percentages of GAV being as at 30 June 2025) which have an aggregate value for each Company of at least 50 per cent. of its respective gross assets and/or where they have an individual value of greater than 5 per cent. of its respective gross assets. The following information is derived from unaudited management accounts of Albion Enterprise VCT, from the unaudited half-yearly report of Albion Technology & General VCT and from the unaudited Annual Report and audited Financial Statements of Albion Crown VCT.
| Company | Cost* £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|
| Quantexa Limited** | 29,563 | 54,065 | 19.4% |
| Oviva AG | 7,920 | 17,239 | 6.2% |
| Proveca Limited | 12,966 | 14,837 | 5.3% |
| Gravitee TopCo Limited (t/a Gravitee.io) | 5,766 | 10,483 | 3.8% |
| Convertr Media Limited | 4,027 | 8,349 | 3.0% |
| The Evewell Group Limited | 4,463 | 6,488 | 2.3% |
| Healios Limited | 5,687 | 5,864 | 2.1% |
| Treefera Limited | 3,606 | 4,660 | 1.7% |
| Runa Network Limited | 4,163 | 4,581 | 1.6% |
| Panaseer Limited | 5,094 | 4,345 | 1.6% |
| Radnor House School (TopCo) Limited | 4,588 | 4,287 | 1.5% |
| TransFICC Limited | 2,792 | 4,142 | 1.5% |
| Elliptic Enterprises Limited | 2,520 | 3,537 | 1.3% |
* Cost comprises the original investment cost to the Company (Albion Enterprise VCT) and the fair value attributed to the investments acquired from Albion Development VCT resulting from the merger on 19 December 2024.
Called up share capital £1,802 Share premium account £217,236,898 Treasury shares £(155,177) Foreign exchange reserve £(30,938) Profit and loss account £(153,110,027) The issued share capital of Quantexa as 11 July 2025 was as follows:
B Ordinary Shares 63,818 A2 Shares 25,393 Ordinary A Shares 729,156 Series A 249,932 Series B 195,363 Series C 211,499 Series D Preference 248,319 Series E Preference 109,036 Series F Preference 56,348
The total comprehensive loss of Quantexa for the financial year ended 31 March 2024 was £55,238,335. As at 31 March 2025, the fair value attributed by Albion Enterprise VCT in its audited annual statutory accounts (for the financial year ended 31 March 2025) to its investment in Quantexa was £54,065,000 (with no further amounts to be paid up on the shares held by Albion Enterprise VCT in relation to that investment). Albion Enterprise VCT received no dividends from Quantexa in the financial year ended 31 March 2025. As at the date of this document there is no debt owed to Albion Enterprise VCT by Quantexa (or vice versa).
** Quantexa Limited (LEI: 213800WMPZ7LH3F92517) (Quantexa) is a company registered in England and Wales with a registered address at C/O Company Secretarial Department, 280 Bishopsgate, London, United Kingdom, EC2M 4AG. Quantexa uses AI in its Decision Intelligence platform, which utilises siloed data for the purposes of data management, customer intelligence, KYC, financial crime, risk, fraud, and security. At the date of this document, Albion Enterprise VCT holds 3.6% of the capital (and the voting rights) in Quantexa. The capital and reserves of Quantexa (as at 31 March 2024) were as follows:
| Company | Cost* £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|
| Quantexa Limited** | 21,632 | 51,401 | 19.0% |
| Proveca Limited | 15,218 | 15,382 | 5.7% |
| Oviva AG | 5,733 | 13,852 | 5.1% |
| Gravitee TopCo Limited (t/a Gravitee.io) | 6,526 | 10,996 | 4.1% |
| Convertr Media Limited | 3,052 | 6,679 | 2.5% |
| The Evewell Group Limited | 3,677 | 5,813 | 2.1% |
| TransFICC Limited | 3,789 | 5,719 | 2.1% |
| Runa Network Limited | 4.871 | 5,604 | 2.1% |
| Chonais River Hydro Limited | 5,031 | 5,585 | 2.1% |
| Elliptic Enterprises Limited | 3,319 | 4,667 | 1.7% |
| Treefera Limited | 3,510 | 4,536 | 1.7% |
| Healios Limited | 3,977 | 4,033 | 1.5% |
| Cantab Research Limited(T/A Speechmatics) | 3,868 | 3,897 | 1.4% |
* Cost comprises the original investment cost to the Company (Albion Technology & General VCT) and the fair value attributed to the investments acquired from Albion KAY VCT resulting from the merger on 19 December 2024.
The total comprehensive loss of Quantexa for the financial year ended 31 March 2024 was £55,238,335. As at 30 June 2025, the fair value attributed by Albion Technology & General VCT in its unaudited half-yearly financial report (for the six months to 30 June 2025) to its investment in Quantexa was £51,401,000 (with no further amounts to be paid up on those shares in relation to that investment). Albion Technology & General VCT also received no dividends from Quantexa in the financial year ended 31 December 2024. As at the date of this document there is no debt owed to Albion Technology & General VCT by Quantexa (or vice versa).
| Ordinary Shares portfolio | C Shares portfolio | Combined | ||||
|---|---|---|---|---|---|---|
| Company | Cost £'000 |
Valuation £'000 |
Cost* £'000 |
Valuation £'000 |
Valuation £'000 |
%GAV |
| Quantexa Limited** | 1,776 | 20,877 | – | – | 20,877 | 12.2% |
| Gravitee TopCo Limited (t/a Gravitee.io) | 2,849 | 5,510 | 3,744 | 5,794 | 11,304 | 6.6% |
| Oviva AG | 1,766 | 5,847 | – | – | 5,847 | 3.4% |
| Chonais River Hydro Limited | 1,549 | 2,064 | 3,659 | 3,577 | 5,641 | 3.3% |
| The Evewell Group Limited | 1,240 | 2,773 | 2,609 | 2,799 | 5,572 | 3.3% |
| Runa Network Limited | 2,383 | 2.975 | 2,496 | 2,496 | 5,471 | 3.2% |
| Elliptic Enterprises Limited | 1,286 | 1,806 | 2,184 | 3,154 | 4,960 | 2.9% |
| TransFICC Limited | 1,860 | 2,691 | 1,378 | 2,044 | 4,735 | 2.8% |
| Proveca Limited | 1,643 | 4,354 | – | – | 4,354 | 2.5% |
** See footnote ** to the table on page 25 of this document in relation to Quantexa Limited (Quantexa). At the date of this document, Albion Technology & General VCT holds 3.4% of the capital (and the voting rights) in Quantexa. The capital and reserves of Quantexa are as set out in footnote ** to the table on page 25 of this document.
| Ordinary Shares portfolio | C Shares portfolio | Combined | ||||
|---|---|---|---|---|---|---|
| Company | Cost £'000 |
Valuation £'000 |
Cost* £'000 |
Valuation £'000 |
Valuation £'000 |
%GAV |
| Healios Limited | 1,915 | 2,066 | 2,049 | 1,989 | 4,055 | 2.4% |
| Cantab Research Limited (T/A Speechmatics) | 1,521 | 1,560 | 2,404 | 2,291 | 3,851 | 2.2% |
| Radnor House School (TopCo) Limited | 1,592 | 2,075 | 2,302 | 1,641 | 3,716 | 2.2% |
| Treefera Limited | 1,650 | 2,061 | 978 | 1,335 | 3,396 | 2.0% |
| Gharagain River Hydro Limited | 1,116 | 1,527 | 1,682 | 1,679 | 3,206 | 1.9% |
The total comprehensive loss of Quantexa for the financial year ended 31 March 2024 was £55,238,335. As at 30 June 2025 the fair value attributed by Albion Crown VCT in its audited annual statutory accounts (for the financial year ended 30 June 2025) in relation to its investment in Quantexa was £20,877,000 (with no further amounts to be paid up on the shares in relation to that investment). Albion Crown VCT also received no dividends from Quantexa in the financial year ended 30 June 2025. As at the date of this document there is no debt owed to Albion Crown VCT by Quantexa (or vice versa).
The following table sets out further information on the largest three investments across the Albion VCTs:
| Company | Activity | Investment date |
Cost* | Book value at 30 June 2025 |
Revenue growth from time of investment |
Employee growth from time of investment |
|---|---|---|---|---|---|---|
| Quantexa Limited | One of the global leaders in decision intelligence and contextual data analytics |
2017 | £52.97m | £126.3m | >75x | 30 to c.800 |
| Oviva AG | A technology enabled service business in medical nutritional therapy |
2016 | £15.4m | £36.9m | Annual growth >75% |
20 to c. 750 |
| Proveca Limited | European speciality pharmaceutical company focused on children's medicines |
2012 | £29.83m | £34.6m | Pre-revenue to >£19m p.a. |
4 to c.75 |
* Cost includes the original cost incurred by the Companies and the value of the investments acquired by the Companies pursuant to the mergers of Albion Enterprise VCT and Albion Development VCT, Albion Technology & General VCT and Albion KAY VCT, and of Albion Crown VCT and Albion Venture Capital Trust on 19 December 2024.
Current target sectors for new investments include:
| Albion Enterprise VCT % |
Albion Technology & General VCT % |
Albion Crown VCT Ordinary Share portfolio % |
Albion Crown VCT C Share portfolio % |
Combined Albion VCT portfolio % |
|
|---|---|---|---|---|---|
| Deeptech | 3 | 3 | 2 | 3 | 3 |
| FinTech | 28 | 29 | 27 | 22 | 28 |
| Healthcare (including digital healthcare) | 17 | 16 | 13 | 7 | 15 |
| Renewable energy | 4 | 6 | 5 | 15 | 6 |
| Software & other technology | 19 | 21 | 19 | 30 | 20 |
| Other (including Education) | 5 | 5 | 6 | 14 | 6 |
| Cash and other net assets | 24 | 20 | 28 | 9 | 22 |
| Total | 100 | 100 | 100 | 100 | 100 |
| Albion Enterprise VCT % |
Albion Technology & General VCT % |
Albion Crown VCT Ordinary Share portfolio % |
Albion Crown VCT C Share portfolio % |
Combined Albion VCT portfolio % |
|
|---|---|---|---|---|---|
| Under 20 | 8 | 10 | 9 | 16 | 9 |
| 21-50 | 13 | 13 | 14 | 19 | 14 |
| 51-100 | 25 | 24 | 22 | 19 | 24 |
| 101+ | 49 | 48 | 51 | 36 | 48 |
| Renewable energy* | 5 | 5 | 4 | 10 | 5 |
| Total | 100 | 100 | 100 | 100 | 100 |
* Renewable energy investments have no employees.
| Albion Enterprise VCT % |
Albion Technology & General VCT % |
Albion Crown VCT Ordinary Share portfolio % |
Albion Crown VCT C Share portfolio % |
Combined Albion VCT portfolio % |
|
|---|---|---|---|---|---|
| Early stage (revenue <£1m) | 11 | 12 | 10 | 17 | 12 |
| Growth (revenue between £1m and £5m) | 7 | 9 | 8 | 18 | 9 |
| Scale up (revenue >£5m) | 82 | 79 | 82 | 65 | 79 |
| Total | 100 | 100 | 100 | 100 | 100 |
The following table sets out information on selected exits:
| Company | Amount invested |
Holding period |
Year of sale |
Acquirer | Total return to Albion VCTs (unaudited) |
|---|---|---|---|---|---|
| Ophelos | £3.2m | 1.4 years | 2023 | Intrum | 2.1x |
| Quantexa (partial disposal) | £0.9m | 6.6 years | 2023 | Albion Growth Opportunities Funds |
10.9x |
| Egress Software Technologies | £8.4m | 13.4 years | 2024 | KnowBe4 | 7.2x |
| Quantexa (partial disposal) | £0.5m | 8.0 years | 2025 | Auba Investment, British Patient Capital & TVG 120 Ontario |
13.1x |
| Locum's Nest | £3.0m | 8.1 years | 2025 | Aya Healthcare | 1.7x |
(ii) That, subject to the authority and conditional on the passing of resolution (i) above, the Directors be and hereby are empowered, in accordance with sections 570 and 573 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution (i) above 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 Annual General Meeting of the Company to be held in 2026, 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.
(a) As at 22 October 2025 (being the latest practicable date prior to publication of this document), Albion Enterprise VCT was not aware of any person who, immediately following the issue of the Albion Enterprise VCT Offer Shares, directly or indirectly, has an interest in Albion Enterprise VCT's capital or voting rights which is notifiable under UK law.
(b) As at 22 October 2025 (being the latest practicable date before the publication of this document), the holdings of Albion Enterprise VCT Shares of the Albion Enterprise VCT Directors (including nominee holdings and holdings of connected persons) were as follows:
| Director | Albion Enterprise VCT No. of Shares |
% of issued Albion Enterprise VCT voting Share capital |
|---|---|---|
| Ben Larkin | 611,063 | 0.26% |
| Christopher Burrows | 362,444 | 0.15% |
| Rhodri Whitlock | 42,617 | 0.02% |
| Philippa Latham | 49,866 | 0.02% |
| Lord O'Shaughnessy | 199,812 | 0.08% |
It is estimated that the aggregate amount payable to the Albion Enterprise VCT Directors by Albion Enterprise VCT for the financial period ending on 31 March 2026 under the arrangements in force at the date of this document will not exceed £138,000 (plus payments in relation to out-of-pocket expenses). For the financial year ended 31 March 2025, former chairman Maxwell Packe received £12,455, Rhodri Whitlock received £29,000, Christopher Burrows, who served as chairman between Maxwell Packe's retirement and Ben Larkin's appointment, received £27,458, Philippa Latham received £26,000, Ben Larkin received £8,833 and Lord O'Shaughnessy received £7,409. The Albion Enterprise VCT Directors receive no other remuneration benefits in addition to their fees detailed above.
(j) There have been no official public incriminations of and/or sanctions on any Albion Enterprise VCT Director by statutory or regulatory authorities (including designated professional bodies) and no Albion Enterprise VCT Director has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company during the previous five years.
Under the Management Agreement, the Manager is paid an annual management fee equal to 2 per cent. of Albion Enterprise VCT's net assets which is paid quarterly in arrears. In addition, the Manager is paid an administration fee of 0.2 per cent. of Albion Enterprise VCT's net assets subject to a maximum of £200,000 per annum and a minimum of £50,000 per annum with Board review at least every three years to consider inflation.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 2.5 per cent. of the Company's net assets, with any excess being met by the Manager by way of a reduction in management fees.
The Manager is, in addition, entitled to a performance fee. No performance fee is payable to the Manager until the total return exceeds 5 per cent. per annum per Share over a rolling five-year period, with performance first being measured over the five-year period to 31 March 2027. Further, to the extent that the total return exceeds the threshold over the relevant five-year period, a performance fee will be paid to the Manager of an amount equal to 15 per cent. of the excess, measured on the weighted average number of shares in issue during the five-year period.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Albion Enterprise VCT fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Albion Enterprise VCT without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager ceases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Albion Enterprise VCT as provided under Albion Enterprise VCT's Articles.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent. on each investment made and is entitled to any non-executive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fees paid to the Manager, the values of the investments are calculated in accordance with Albion Enterprise VCT's normal accounting policies, with any disputes being referred to Albion Enterprise VCT's auditors.
The annual management fees will be charged as to 90 per cent. against capital reserves for accounting purposes, with the balance and all other expenses (other than expenses which are incidental to the purchase or disposal of an investment) being charged against revenue. 100 per cent. of any performance fees payable to the Manager and expenses which are incidental to the purchase or disposal of an investment will be charged against capital reserves.
Assuming (i) the Offer is fully subscribed and (ii) a fee of 3 per cent. of the gross proceeds of the relevant Offer applies to all subscriptions, under the October 2025 Offer Agreement the Manager will be entitled to, in the case of Albion Enterprise VCT, a commission of £900,000, which represents 0.32 per cent. of the net assets of Albion Enterprise VCT as at 31 March 2025 (being the latest date up to which Albion Enterprise VCT has published audited financial information).
(f) A letter of engagement dated 13 October 2023 between the relevant Albion VCTs and the Sponsor (the "2023 Engagement Letter") pursuant to which the Sponsor acted as sponsor to the relevant Albion VCTs for the purposes of the January 2024 Offers. The engagement could be terminated at any time by either party on giving reasonable written notice to the other.
(g) A letter of engagement dated 24 July 2024 between the Companies and the Sponsor (the "2024 Engagement Letter") pursuant to which the Sponsor acted as sponsor to the Companies for the purposes of the January 2025 Offers. The engagement may be terminated at any time by either party on giving reasonable written notice to the other.
The current dividend target of Albion Enterprise VCT per Albion Enterprise VCT Share is to pay 2.5 per cent. of the most recently announced net asset value per share when the dividend is announced twice a year, thereby targeting an annual dividend yield of around 5 per cent., but this cannot be guaranteed.
(b) Albion Capital is the promoter of the Offers. Save as disclosed in paragraph 4.1(d) of Section A above, no amount of cash, securities or benefits has been paid, issued or given to the Manager in relation to the Offers and none is intended to be given.
(c) The costs of Albion Enterprise VCT's Offer, including irrecoverable VAT and permissible annual trail commission, will be paid by the Manager out of its fee of 3 per cent. of the gross proceeds of the Offer. The Manager has agreed to meet any permissible annual trail commission payments and pay the expenses of the Offer. If the maximum, including the overallotment facility, of £30 million is raised for Albion Enterprise VCT, the net proceeds of the Albion Enterprise VCT Offer will amount to approximately £29.1 million. The issue premium on an Albion Enterprise VCT Share will be the difference between the issue price of the Albion Enterprise VCT Shares under the Albion Enterprise VCT Offer and the nominal value of an Albion Enterprise VCT Share of £0.01.
(i) That the Directors be and hereby are generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot ordinary shares of 1 penny each in the Company ("Shares") up to an aggregate nominal amount of £823,966 (representing approximately 20% of the issued 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, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2026, 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 or rights to subscribe for or convert securities into Shares to be granted after such expiry and the Directors may allot Shares pursuant to such an offer or agreement as if the authority had not expired.
(ii) That, subject to the authority and conditional on the passing of resolution (i) above, the Directors be and hereby are empowered, in accordance with sections 570 and 573 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution (i) above and/or to 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.
(a) As at 22 October 2025 (being the latest practicable date prior to publication of this document), Albion Technology & General VCT was not aware of any person who, immediately following the issue of the Albion Technology & General VCT Offer Shares, directly or indirectly, has an interest in Albion Technology & General VCT's capital or voting rights which is notifiable under UK law.
(b) As at 22 October 2025 (being the latest practicable date before the publication of this document), the holdings of Albion Technology & General VCT Shares of the Albion Technology & General VCT Directors (including nominee holdings and holdings of connected persons) were as follows:
| Director | Albion Technology & General VCT No. of Shares |
% of issued Albion Technology & General VCT voting Share capital |
|---|---|---|
| Clive Richardson | 12,500 | 0.00% |
| David Benda | 67,051 | 0.02% |
| Swarupa Pathakji | 22,218 | 0.01% |
| Simon Thorpe | 25,943 | 0.01% |
It is estimated that the aggregate amount payable to the Albion Technology & General VCT Directors by Albion Technology & General VCT for the financial period ending on 31 December 2025 under the arrangements in force at the date of this document will not exceed £133,000 (plus payments in relation to out-of-pocket expenses). For the financial year ended 31 December 2024, Clive Richardson received £35,000, former director Margaret Payn received £29,967, David Benda received £27,000, former director Peter Moorhouse received £26,100, Simon Thorpe received £1,083, Swarupa Pathakji received £944 and former director Fiona Wollocombe received £944. The Albion Technology & General VCT Directors receive no other benefits in addition to their fees detailed above.
(j) There have been no official public incriminations of and/or sanctions on any Albion Technology & General VCT Director by statutory or regulatory authorities (including designated professional bodies) and no Albion Technology & General VCT Director has ever been disqualified by a Court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company during the previous five years.
Under the Management Agreement, the Manager is paid an annual fee equal to 2.0 per cent. of Albion Technology & General VCT's net assets which is paid quarterly in arrears. In addition, the Manager is paid an administration fee of 0.2 per cent. of Albion Technology & General VCT's net assets, subject to a maximum fee of £200,000 per annum and a minimum fee of £50,000 per annum, with a Board review every three years to consider inflation.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 2.75 per cent. of the Company's net assets, with any excess being met by the Manager by way of a reduction in management fees.
The Manager is, in addition, entitled to a performance fee. No performance fee is payable to the Manager until the total return exceeds 5 per cent. per annum per Share over a rolling five year period. To the extent that the total return exceeds the threshold over the relevant five year period, a performance fee will be paid to the Manager of an amount equal to 15 per cent. of the excess, measured on the weighted average number of shares in issue during the five year period.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Albion Technology & General VCT fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Albion Technology & General VCT without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager ceases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Albion Technology & General VCT as provided under Albion Technology & General VCT's Articles.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent. on each investment made and is entitled to any non-executive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fees paid to the Manager, the values of the investments are calculated in accordance with Albion Technology & General VCT's normal accounting policies, with any disputes being referred to Albion Technology & General VCT's auditors.
The annual management fees will be charged as to 90 per cent. against capital reserves for accounting purposes, with the balance and all other expenses (other than expenses which are incidental to the purchase or disposal of an investment) being charged against revenue. 100 per cent. of any performance fees payable to the Manager and expenses which are incidental to the purchase or disposal of an investment will be charged against capital reserves.
Assuming (i) the Offer is fully subscribed and (ii) a fee of 3 per cent. of the gross proceeds of the relevant Offer applies to all subscriptions, under the October 2025 Offer Agreement the Manager will be entitled to, in the case of Albion Technology & General VCT, a commission of £900,000, which represents 0.33 per cent. of the net assets of Albion Technology & General VCT as at 30 June 2025 (being the latest date up to which Albion Technology & General VCT has published interim unaudited financial information).
The current dividend target of Albion Technology & General VCT per Albion Technology & General VCT Share is to pay 2.5 per cent. of the most recently announced net asset value per share when the dividend is announced twice a year, thereby targeting an annual dividend yield of around 5 per cent., but this cannot be guaranteed.
(j) Applications will be made for the admission of the Albion Technology & General VCT Shares to be issued under the Albion Technology & General VCT Offer to the Official List and to trading on the main market for listed securities of the London Stock Exchange. The Albion Technology & General VCT Shares shall be in registered form and may be in either certificated or uncertificated form. Albion Technology & General VCT Shares in uncertificated form will be credited to CREST accounts.
(k) Albion Technology & General VCT is subject to the investment restrictions relating to a venture capital trust in ITA 2007 (a summary of which is set out in paragraph 5 of Section D of this Part V). In addition, for so long as the Albion Technology & General VCT Shares are admitted to the Official List, Albion Technology & General VCT is required to abide by applicable Listing Rules including the following:
(b) As at 22 October 2025 (being the latest practicable date prior to publication of this document), Albion Crown VCT's share capital comprised 432,713,945 Albion Crown VCT Shares of which 45,787,992 Albion Crown VCT Shares were held in treasury and 131,590,289 Albion Crown VCT C Shares.
(c) The following authorities will be proposed at the annual general meeting of Albion Crown VCT to be held on 27 November 2025 by the passing of ordinary and special resolutions:
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 Annual General Meeting of the Company to be held in 2026, 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.
| Director | Albion Crown VCT Shares | Albion Crown VCT C Shares |
% of issued Albion Crown VCT voting Share capital |
|---|---|---|---|
| Richard Glover | 62,227 | 88,681 | 0.03% |
| Pam Garside | 114,348 | – | 0.02% |
| Ian Spence | 41,237 | – | 0.01% |
| Ann Berresford | – | 26,917 | 0.01% |
| Richard Wilson | 224,502 | 86,957 | 0.06% |
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 3.0 per cent. of the Company's net assets, with any excess being met by the manager by way of a reduction in management fees.
The Manager is, in addition, entitled to a performance fee. No performance incentive fee will be payable to the Manager until the total return exceeds 5 per cent. per annum per Share over a rolling five-year period, with performance first being measured over the five-year period to 30 June 2027. Further, to the extent that the total return exceeds the threshold over the relevant five-year period, a performance incentive fee will be paid to the Manager of an amount equal to 15 per cent. of the excess, measured on the weighted average number of shares in issue during the five-year period.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Albion Crown VCT fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Albion Crown VCT without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager ceases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Albion Crown VCT as provided under Albion Crown VCT's Articles.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent. on each investment made and is entitled to any non-executive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fee paid to the Manager, the values of the investments are calculated in accordance with Albion Crown VCT's normal accounting policies, with any disputes being referred to Albion Crown VCT's auditors.
The annual management fees will be charged as to 90 per cent. against capital reserves for accounting purposes, with the balance and all other expenses (other than expenses which are incidental to the purchase or disposal of an investment) being charged against revenue. 100 per cent. of any performance fees payable to the Manager and expenses which are incidental to the purchase or disposal of an investment will be charged against capital reserves.
Assuming (i) the Offer is fully subscribed and (ii) a fee of 3 per cent. of the gross proceeds of the relevant Offer applies to all subscriptions, under the October 2025 Offer Agreement the Manager will be entitled to, in the case of Albion Crown VCT, a commission of £900,000, which represents 0.53 per cent. of the net assets of Albion Crown VCT as at 30 June 2025 (being the latest date up to which Albion Crown VCT has published audited financial information).
(h) The 2025 Engagement Letter referred to in paragraph 4.1(h) of Section A above.
(i) The December 2023 Trust Agreement referred to in paragraph 4.1(i) of Section A above.
The current dividend target of Albion Crown VCT per Albion Crown VCT Share is to pay 2.5 per cent. of the most recently announced net asset value per share when the dividend is announced twice a year, thereby targeting an annual dividend yield of around 5 per cent., but this cannot be guaranteed.
(e) There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Albion Crown VCT is aware) during the previous 12 months which may have, or have had in the recent past, significant effects on Albion Crown VCT's financial position or profitability.
(f) The typical investor for whom investment in Albion Crown VCT is designed is an individual retail investor aged 18 or over who is a UK taxpayer and who already has a portfolio of VCT and non-VCT investments (such as unit trusts, OEICs, investment trusts and direct shareholdings in listed and non-listed companies).
The principal object and purpose of each Company is to carry on business as a general commercial company.
The material provisions of the current Articles of each Company are as detailed below. The provisions set out below apply, mutatis mutandis, to each Company, unless otherwise stated. Reference in this section to the "Company" means, as the case may be, one or more Companies, references to the "Directors" and the "Board" mean the directors of or the board of directors of the relevant Company from time to time and references to the "Articles" are to the articles of association of the relevant Company.
(a) Subject to the provisions of CA 2006 or any special terms as to voting on which any shares may have been issued, or may for the time being be held, and to any suspension or abrogation of voting rights pursuant to the Articles, on a show of hands every member who is present in person or by proxy at any general meeting of the Company shall have one vote and on a poll every member who is present in person or who (being a corporation) is present by a representative or by proxy shall have one vote for every share of which he is the holder.
Where the Company's share capital is divided into different classes of shares, the rights attached to any shares or class of shares may be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the written consent of the holders of not less than three-quarters in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares), or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of shares of that class of shares. The quorum for such a class meeting is two persons holding or representing by proxy at least one third of the nominal amount of the issued shares of that class.
The Company may from time to time in general meeting, by ordinary resolution, increase its share capital by such sums to be divided into shares of such amount as the resolution prescribes, consolidate and divide all or any of its share capital into shares of larger nominal amounts than its existing shares, cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled, and sub-divide its shares, or any of them into shares of a smaller amount and may by such resolution determine that, as between the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any such preferred or deferred or other special rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares.
The Company may, subject to the provisions of CA 2006 and the Articles, by ordinary resolution from time to time declare dividends to be paid to members not exceeding the amount recommended by the Board. Subject to the provisions of CA 2006, in so far as, in the Board's opinion, the financial position of the Company justifies such payments, the Board may pay interim dividends on any class of shares including those carrying a fixed dividend. The Board may, if authorised by an ordinary resolution of the Company, offer shareholders in respect of any dividend the right to receive Shares instead of cash. The Board may withhold dividends payable (with no obligation to pay interest thereon) on shares (where such shares represent at least 0.25 per cent. of their class) after there has been a failure to provide the Company with information concerning interests in those shares required to be provided under the Articles or CA 2006 until such failure has been remedied. Any dividend unclaimed after a period of 12 years from the date such dividend is payable shall, if the Board resolves, be forfeited and shall revert to the Company.
At any time when the Company has given notice in the prescribed form (which has not been revoked) to the Registrar of Companies of its intention to carry on business as an investment company (a Relevant Period), distribution of the Company's capital profits (within the meaning of section 833(2)(c) of CA 2006) shall be prohibited except to the extent that the requirements for investment company status under section 833 of CA 2006 do not require a company to prohibit the distribution of its capital profits in its memorandum or articles of association. The Board shall establish a reserve to be called the capital reserve. During a Relevant Period, all surpluses arising from the realisation or revaluation of investments and all other monies realised on or derived from the realisation, repayment of or other dealing with any capital asset in excess of the book value thereof and all other monies which are considered by the Board to be in the nature of accretion to capital shall be credited to the capital reserve. Subject to CA 2006, the Board may determine whether any amount received by the Company is to be dealt with as income or capital or partly one way and partly the other. During a Relevant Period, any loss realised on the realisation or repayment of or other dealing with any investments or other capital assets and, subject to CA 2006, any expense or liability (or provision thereof) which the Board considers to relate to a capital item or which the Board otherwise considers appropriate to be debited to the capital reserve shall be carried to the debit of the capital reserve. During a Relevant Period, all sums carried and standing to the credit of the capital reserve may be applied for any of the purposes to which the sums standing to any revenue reserve are applicable except and provided that, notwithstanding any other provision of the Articles, no part of the capital reserve or any other money in the nature of accretion to capital shall be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution (as defined by section 829 of CA 2006), except to the extent that the requirements for investment company status under section 833 of CA 2006 do not require a company to prohibit the distribution of its capital profits in its memorandum or articles of association, or be applied in paying dividends on any shares in the Company. In periods other than a Relevant Period, any amount standing to the credit of the capital reserve may be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution (as defined by section 829 of CA 2006) or applied in paying dividends on any shares in the Company.
(a) Unless otherwise determined by ordinary resolution of the Company, the Directors (disregarding alternate Directors) shall not be less than two but there shall be no maximum number of Directors.
The Company may by ordinary resolution appoint a person who is willing to be a Director. The Board may appoint any person who is willing to act as a Director. The Board may appoint one or more of its body to hold any employment or executive office and may revoke or terminate such appointment, without prejudice to any claim for damages for breach of contract between the Director and the Company.
A Director shall not be required to hold any shares in the Company.
The Company may by ordinary resolution remove any director before the expiration of his period of office.
(iv) shall not be liable to account to the Company for any benefit resulting from any contract by reason of the Director holding that office or the fiduciary relationship established by that office and no such contract, arrangement, transaction or proposal shall be avoided on the grounds of any such interest or benefit.
(b) A Director who is interested in any contract, arrangement, transaction or proposal with the Company shall declare the nature of his interest at a meeting of the Board in accordance with CA 2006.
Any such authorisation may be given subject to terms and conditions as the Board think fit to impose at the time of such authorisation or subsequently and the authorisation may be varied or terminated by the Board at any time. Any such authorisation is only effective if given by the non-Conflicted Directors and if any requirement as to the quorum of the meeting is met by the non-Conflicted Directors.
If a matter has been so authorised by the Board, the Conflicted Director:
(e) A Director shall not vote or be counted in the quorum on any resolution of the Board or committee of the Board concerning his own appointment (including fixing or varying the terms of his appointment or its termination) as the holder of any office or place of profit with the Company or any company in which the Company is interested. Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment or its termination) of two or more Directors to offices or places of profit with the Company or any company in which the Company is interested, such proposals may be divided and a separate resolution considered in relation to each Director. In such case each of the Directors concerned (if not otherwise debarred from voting under the relevant Articles) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
(f) Subject to the provisions of CA 2006 and the Articles:
The Board may exercise all powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property and assets (present and future) and uncalled capital and, subject to the provisions of CA 2006, to create and issue debentures, other loan stock and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. Such powers are however limited so that the aggregate principal amount outstanding in respect of monies borrowed by the Company shall not, without the previous sanction of an ordinary resolution of the Company, exceed an amount equal to the adjusted share capital and reserves of the Company (for Albion Crown VCT), or 10 per cent. thereof (for Albion Enterprise VCT and Albion Technology & General VCT).
Subject to various notice requirements, the Company may sell at the best price reasonably obtainable any share held by a member provided that for a period of 12 years at least three dividends (whether interim or final) on those shares have become payable and no such dividend has been claimed, no cheque or warrant has been cashed and the Company has not received any communication during the relevant period from the holder of the shares.
Annual general meetings and other general meetings of the Company shall be called by at least such minimum period of notice as is prescribed under CA 2006.
Obligations by Shareholders to disclose to the Companies notifiable interests in their shares are stated in Part 22 of CA 2006, sections 89A to 89L of FSMA and the Disclosure and Transparency Rules. In accordance with the Articles, failure by any member to provide the Company with the information as requested by any notice serviced in accordance with section 793 of CA 2006 may result in the member being restricted in respect of his shareholdings and, inter alia, the withholding of any dividend payable to him.
Investments, including unquoted loan stocks, are designated as fair value through profit or loss ("FVTPL"). Unquoted investments' fair value is determined by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEV guidelines). The Directors' determination of fair value is guided by the quarterly valuations which are prepared by investment executives of the Manager and then reviewed by the Manager's valuation committee. Those valuations are then reviewed by the Directors, and, where they are to be included in the half-yearly and year end accounts, they are reviewed in detail at a meeting of the relevant Company's audit committee, with the auditor present at that meeting where it relates to valuations for the year end accounts. The auditor will also have conducted their own review of the valuations.
Any conflict of interest that the Manager may have in preparing the valuation of the Companies' assets is mitigated by the careful scrutiny of such valuations by the independent Directors of each Company, having particular regard to the potential for such conflicts between the interests of the Manager and the interests of their respective Company. All of this seeks to ensure that the valuation process is independent, contains adequate controls and mitigates any potential conflict of interests (that may arise insofar as the fees payable to the Manager for providing investment management or administrative services are determined by the NAV of the relevant Company, and insofar as any performance incentive fee payable by the relevant Company to the Manager pursuant to the Investment Management Agreement is also determined by the relevant Company's NAV).
Investments will usually be valued quarterly and the resulting net asset values will be communicated to Shareholders through a Regulatory Information Service. The Company will also announce when there has been a major change to its net asset value, for instance as a result of a disposal of an investment or if the Company undertakes a fundraising and needs to announce an interim valuation. The calculation of net asset value of the Company's investments will only be suspended in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue expenditure, be obtained. Details of any suspension would be announced through a Regulatory Information Service.
Ocorian Depositary (UK) Limited ("Ocorian") acts as custodian for each Company's unquoted assets and, in that capacity, is responsible for ensuring safe custody and dealing with settlement arrangements. Certificates representing the investments made by the Companies are segregated within a secure safe at the Companies' registered office. Ocorian is a limited company registered in England and Wales with registration number 08575830. Its registered office is at 5th Floor, 20 Fenchurch Street, London, EC3M 3BY. Ocorian is authorised and regulated by the FCA.
The following paragraphs, which are intended as a general guide only and are based on current legislation and HMRC practice, summarise advice received by the Directors as to the position of the Shareholders who hold shares other than for trading purposes. Any person who is in any doubt as to his taxation position or is subject to taxation in any jurisdiction other than the United Kingdom should consult their professional advisers.
Each Company has to satisfy a number of tests to continue to qualify as a VCT. A summary of these tests is set out below. The following information is based on current UK law and practice and is subject to changes therein, is given by way of a general summary and does not constitute legal or tax advice.
To qualify as a VCT, a company must be approved as such by HMRC. To obtain such approval it must:
6 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;
7 have at least 10 per cent. by VCT Value of each Qualifying Investment in eligible shares;
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.
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 did not obtain more than £5 million (£10 million for a company deemed to be a "knowledge intensive" company) of investment from EU state aided risk capital measures in the twelve 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).
A Qualifying Company must be unquoted (for VCT purposes this includes companies whose shares are traded on AIM) and must meet a financial health requirement and 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 (ten years for a "knowledge intensive" company) 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).
The company must have a permanent establishment in the UK, but the 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 purposes 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 shares in another company.
A VCT must be approved at all times by HMRC. Approval has effect from the time specified at 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 those funds need to meet such tests. Each Company has received approval as a VCT from HMRC.
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 time to time when notice is given to the VCT but in relation to capital gains tax 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.
Save as set out below, there are no material potential conflicts of interest which any of the service providers to each of the Companies may have as between their duty to that Company and the duties owed to third parties and their other interests.
The Manager may be involved in other financial, investment or professional activities that may on occasion give rise to conflicts of interest as between their duties to the Companies and duties owed by them to third parties and their other interests. In particular, it currently does, and may continue to, provide investment management, investment advice or other services in relation to a number of other funds or companies/clients that may have similar investment objectives and/or policies to that of the Companies and may receive ad valorem and/or performance-related fees for doing so. As a result, the Manager may have conflicts of interest in allocating investments among the Companies and other clients and in effecting transactions between the Company and other clients. The Manager may give advice or take action with respect to such other clients that differs from the advice given or actions taken with respect to the Companies.
The Boards of each of the Companies have noted that the Manager has other clients and have satisfied themselves that the Manager has procedures in place to address potential conflicts of interest. The procedures are designed to ensure that most conflicts are avoided (for example, restrictions on co-investment by staff, procedures relating to staff having outside appointments or other business interests, procedures relating to co-investments by other funds or limited partners and allocation across Albion Capital funds). The policy provides examples of potential conflicts and situations where one party could be favoured over another, to ensure that staff are suitably informed of likely potential conflicts that they must avoid or be alert to. The policy requires all staff to identify and disclose all potential conflicts of interest to the Managing Partner and Head of Compliance for them to assess the degree of risk and agree how the conflict must be managed. All conflicts are reported to the management board of Albion Capital. A conflicts register is maintained. The Companies may make a small number of deep tech co-investments with the UCL Technology funds.
The Valuation Policy section on pages 54 and 55 identifies the potential conflicts of interest that the Manager may have in preparing the valuations of the Companies' assets and the steps the Companies, their Directors and the Manager undertake to mitigate such conflicts.
No person receiving a copy of this document in any territory other than the UK may treat the same as constituting an invitation or offer to him unless, in the relevant territory, such an invitation or offer could be lawfully made to him without contravention of any registration or other legal requirements.
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.
It is the responsibility of any person outside the UK wishing to make an application to satisfy himself as to the full observance of the laws of the 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.
No action has been taken to permit the distribution of the Prospectus in any jurisdiction outside the UK where such action is required to be taken.
The Offer 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 any 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. In particular, prospective shareholders who are resident in the United States or any Restricted Territory should note that this document is being sent for information purposes only.
All applicants under the Offers will be required to warrant that they are not a US Person (within the meaning of Regulation S made under the United States Securities Act of 1933, as amended), nor a resident, national or citizen of a Restricted Territory.
Where information has been sourced from a third party, this information has been accurately reproduced and as far as the Companies are aware and are able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Howard Kennedy Corporate Services LLP, 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 Corporate Services LLP or for providing advice to them in relation to the Offers or any other matter referred to in this document. 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.
Copies of the Articles of each of the Companies will be available for inspection during usual business hours on weekdays (weekends and public holidays excepted) at the registered offices of the Companies at 1 Benjamin Street, London EC1M 5QL, and may also be inspected at the following website: www.albion.capital/offers, whilst the Offers are open.
Dated: 23 October 2025
In this document, the following words and expressions have the following meanings:
| Admission | the dates on which the Offer Shares allotted pursuant to the Offers are listed on the Official List and admitted to trading on the London Stock Exchange's main market for listed securities |
|---|---|
| AIC | the Association of Investment Companies |
| AIC Code | The AIC Code of Corporate Governance Code which was issued by the AIC in August 2024 |
| AIM | the AIM Market of the London Stock Exchange |
| Albion Capital or the Manager | Albion Capital Group LLP (formerly Albion Ventures LLP) or its predecessor business |
| Albion Crown VCT | Albion Crown VCT PLC |
| Albion Crown VCT C Shares | ordinary C shares of 1 penny each in the capital of Albion Crown VCT |
| Albion Crown VCT Directors | the directors of Albion Crown VCT (and each an Albion Crown VCT Director) |
| Albion Crown VCT Offer | the offer for subscription of Offer Shares in Albion Crown VCT contained in the Prospectus |
| Albion Crown VCT Shares | ordinary shares of 1 penny each in the capital of Albion Crown VCT (excluding Albion Crown VCT C Shares) |
| Albion Development VCT | Albion Development VCT PLC (which merged with Albion Enterprise VCT on 19 December 2024) |
| Albion Enterprise VCT | Albion Enterprise VCT PLC |
| Albion Enterprise VCT Directors | the directors of Albion Enterprise VCT (and each an Albion Enterprise VCT Director) |
| Albion Enterprise VCT Offer | the offer for subscription of Offer Shares in Albion Enterprise VCT contained in the Prospectus |
| Albion KAY VCT | Albion KAY VCT PLC (which merged with Albion Technology & General VCT on 19 December 2024) |
| Albion Technology & General VCT | Albion Technology & General VCT PLC |
| Albion Technology & General VCT Directors |
the directors of Albion Technology & General VCT (and each an Albion Technology & General VCT Director) |
| Albion Technology & General VCT Offer |
the offer for subscription of Offer Shares in Albion Technology & General VCT contained in the Prospectus |
| Albion VCTs | Albion Development VCT, Albion Enterprise VCT, Albion Technology & General VCT, Albion Venture Capital Trust, Albion Crown VCT and Albion KAY VCT (and each an Albion VCT) |
| Albion Venture Capital Trust | Albion Venture Capital Trust PLC (which merged with Albion Crown VCT on 19 December 2024) |
| Articles | the articles of association of the relevant Company, as amended from time to time |
| 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) |
| Companies | Albion Enterprise VCT, Albion Technology & General VCT and Albion Crown 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 |
| Directors | the directors of the Companies (as the context permits) (and each a Director) |
|---|---|
| Disclosure Guidance and Transparency Rules |
the disclosure guidance and transparency rules made by the FCA under section 73A of FSMA |
| FCA | the Financial Conduct Authority |
| FSMA | the Financial Services and Markets Act 2000 (as amended) |
| GAV | gross asset value |
| HMRC | His Majesty's Revenue and Customs |
| ITA 2007 | the Income Tax Act 2007 (as amended) |
| Listing Rules | the listing rules made by the FCA 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) |
| Offer Price | the subscription price of the Offer Shares under each Offer as calculated in accordance with the Pricing Formula |
| Offer Shares | new Shares in a Company (only being ordinary shares of 1 penny each in the case of Albion Crown VCT) to be issued under its Offer |
| Offers | the Albion Enterprise VCT Offer, the Albion Technology & General VCT Offer and the Albion Crown VCT Offer (and each an Offer) |
| Official List | the Official List of the FCA |
| Pricing Formula | the formula to be used to calculate the Offer Price of the Offer Shares under each Offer as set out in the Securities Note |
| Prospectus | this Registration Document, the Securities Note and the Summary |
| Qualifying Company | an unquoted (including 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 |
| Registrars | Computershare Investor Services PLC |
| Registration Document | this document |
| Regulatory Information Service | a regulatory information service approved by the FCA |
| Restricted Territories | Canada, Australia, Japan and South Africa |
| Securities Note | the securities note issued by the Companies dated 23 October 2025 in connection with the Offers |
| Shareholders | holders of Shares in any one or more of the Companies (and each a Shareholder) |
| Shares | ordinary shares of 1 penny each in the capital of a Company and/or (as the context requires) C ordinary Shares of 1 penny each in the capital of Albion Crown VCT (and each a Share) |
| Sponsor | Howard Kennedy Corporate Services LLP |
|---|---|
| Summary | the summary issued by the Companies dated 23 October 2025 in connection with the Offers |
| UK Corporate Governance Code | the UK Corporate Governance Code issued by the Financial Reporting Council in January 2024 |
| UK Prospectus Regulation | the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 |
| 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 |
Ben Larkin (Chairman) Christopher Burrows1/5 Philippa Latham2 Lord O'Shaughnessy Rhodri Whitlock3
Clive Richardson (Chairman)1/4 David Benda2 Swarupa Pathakji Simon Thorpe3/5
Richard Glover (Chairman)1 Ann Berresford3 Pam Garside5 Ian Spence2 Richard Wilson
Albion Capital Group LLP 1 Benjamin Street London EC1M 5QL
Telephone: 020 7601 1850
Howard Kennedy LLP No. 1 London Bridge London SE1 9BG
Johnston Carmichael LLP 7-11 Melville Street Edinburgh EH3 7PE
Philip Hare & Associates LLP Bridge House 181 Queen Victoria Street London EC4V 4EG
Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ Telephone: 0370 702 0000
The relevant webpage on the Manager's website at: www.albion.capital
Howard Kennedy Corporate Services LLP No. 1 London Bridge London SE1 9BG
City Partnership (UK) Limited The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH Telephone: 01484 240910
Panmure Liberum Limited Ropemaker Place, Level 12 25 Ropemaker Street London EC2Y 9LY
Ocorian Depositary (UK) Limited Level 5, 20 Fenchurch Street London EC3M 3BY
Address 1 Benjamin Street, Farringdon, London, EC1M 5QL
Telephone 020 7601 1850
Website www.albion.capital
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