TOC PROPERTY BACKED LENDING TRUST PLC

Report and Financial Statements

For the period from 27 September 2016 to 30 November 2016

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Contents

Strategic Report

Chairman's Statement 2
Strategic Review 3
Statement of Principal Risks and Uncertainties 4

Directors' Report 7

Statement of Corporate Governance 9

Board of Directors 10

Statement of Directors' Responsibilities 11

Independent Auditor's Report 12

Statement of Comprehensive Income 14

Statement of Financial Position 15

Statement of Changes in Equity 16

Cash Flow Statement 17

Notes to the Financial Statements 18

General Information 24

Notice of Annual General Meeting
Corporate Information

REPORT AND FINANCIAL STATEMENTS

TOC PROPERTY BACKED LENDING TRUST PLC

Strategic Report Chairman's Statement

Chairman's Statement

Introduction

I am writing to you for the first time since the successful launch of the Company in January 2017, when £17.3 million was raised, and would like to welcome you all as fellow shareholders.

We are reporting on the Company's results from the date of its incorporation on 27 September 2016 until the end of its first accounting period on 30 November 2016. This regularises the Company's reporting periods and is necessary to allow the payment of a maiden dividend to shareholders. The period to 30 November 2016 preceded the fund raising and the Company's subsequent listing. The developments which are most likely to interest you are, therefore, the post balance sheet events. I shall write to you again in July to report the interim results for the six months to 31 May 2017.

Results to 30 November 2016

The Company did not trade during the period.

Post Balance Sheet Events

Since the 30th November the following important matters have taken place.

On 24 January 2017 the Company issued 17,300,950 ordinary shares at £1 through a placing and offer for subscription.

Since the initial offering 3 further placings of ordinary shares have taken place raising a further £4.0 million.

As of today's date the Company has made £18.8m of loans at an average interest rate of 8.29% (net). The average unexpired facility period is 1.28 years. Interest payments are current on all loans made.

Further details of fund raisings and loans advanced is provided in Note 8 of the accounts.

Annual General Meeting

The Company is required to convene an annual general meeting in relation to its financial year end. Notice of the Company's first annual general meeting to be held on 28 June 2017 is set out on page 24 of this annual report. The meeting will deal with only routine business.

The Company will convene a second annual general meeting following its first year of active trading and the publication of its accounts to 30 November 2017; this is expected to be held in March 2018.

Outlook

The Company believes there is an opportunity to continue to provide well secured loan facilities to predominantly regional property developers and investors. Your Board anticipates raising further capital over the next 12 months and there is a pipeline of exciting prospects in which to invest that capital.

Steve Coe

Chairman

31 May 2017

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

Strategic Review Strategic Report

Strategic Review

The Directors present their first Strategic Report for the period from incorporation on 27 September 2016 to 30 November 2016.

Investment Objective

The Company's investment objective is to provide Shareholders with a consistent and stable income and the potential for an attractive total return over the medium to long term while managing downside risk through: (i) a diversified portfolio of fixed rate loans predominantly secured over land and/or property in the UK; and (ii) receiving, in many cases, the benefit of an associated profit share arrangement, usually obtained by acquiring a minority equity stake in the relevant borrower project development vehicle ("Profit Shares").

Investment Policy

The Company will seek to achieve its investment objective through: (i) a diversified portfolio of fixed rate loans predominantly secured over land and/or property in the UK; and (ii) receiving, in many cases, the benefit of an associated Profit Share, usually obtained by acquiring a minority equity stake in the relevant borrower project development vehicle.

The Company will attempt to reduce downside risk by focusing on secured debt with both quality collateral and contractual protection. The Company will make investments primarily through senior secured loans although other loans such as bridging loans, subordinated loans, selected loan financings and other debt instruments may be considered if appropriate.

The Company anticipates that the typical loan term will be between one and five years. The Company retains absolute discretion to make investments for either shorter or longer periods.

The Company's portfolio is intended to be appropriately diversified by sector and will be predominantly split between:

regional residential housebuilding across the UK, with a preliminary focus on non-London based property;
small to medium commercial property development across the UK primarily focusing on small serviced office space, hotel developments and wedding and conferencing venues; and
direct sale and leaseback vehicles primarily operating in the professional sectors of dentists, accountants, solicitors and finance professionals.

The Company anticipates that, for many of the fixed rate loans it will make, it will have the benefit of an associated profit share arrangement: usually obtained by acquiring a minority equity stake in the relevant borrower project development vehicle. It is anticipated that each Profit Share will be with a particular borrowing team pursuant to which the Company will have a right of first refusal to provide the financing for that borrowing team's next five projects via the relevant borrower project development vehicle. The Directors (as advised by the Investment Adviser) anticipate that the Company will have the benefit of associated Profit Shares for approximately 80 per cent. of its future loan advances.

Investment risk is spread by observance of detailed investment restrictions concerning loan to value ratios, geographic and sector concentrations.

No one investment can constitute 20% of the net asset value at the time of investment. No more than 20% of the net asset value, after the initial six months period, can be exposed to one borrower.

The Company will not invest in other listed closed-ended investment companies.

The Company may use gearing if it believes it will enhance Shareholder returns over the longer term. If the Company does decide to introduce gearing it would intend to limit the Company's borrowings to a maximum of 30 per cent. of the Net Asset Value at the time of drawdown.

The Company may invest through derivatives for efficient portfolio management. In particular, the Company may engage in interest rate hedging or otherwise seek to mitigate the risk of interest rate increases as part of the Company's efficient portfolio management.

REPORT AND FINANCIAL STATEMENTS

TOC PROPERTY BACKED LENDING TRUST PLC

Strategic Report Statement of Principal Risks and Uncertainties

Statement of Principal Risks and Uncertainties

Principal Risks and Uncertainties

The Directors are ultimately responsible for identifying and controlling the risks inherent in the Company's activities. The day to day management of the Company and its risks has been delegated to Tier One Capital Limited as Investment Adviser and R&H Fund Services (Jersey) Limited as Investment Manager and AIFM.

For the period under review to 30 November 2016, the Directors did not consider there to be any principal risks and uncertainties to the strategy, other than the satisfactory completion of the application to list and the successful raising of the initial capital issue.

As at the date of signing of this report, the Company's principal risks and uncertainties have not changed materially from those set out in detail in the Company's Prospectus dated 11 January 2017 and are not expected to change materially for the remainder of the financial year. These are:

The Company is newly incorporated and has no operating history

The Company has no operating history and no historical financial statements or other meaningful operating or financial data upon which prospective investors may base an evaluation of the likely performance of the Company. An investment in the Company is therefore subject to all the risks and uncertainties associated with a new business, including the risk that the Company will not achieve its investment objective and that the value of an investment in the Company could decline substantially as a consequence. The past performance of the Initial Portfolio and/or other investments managed or advised by the Investment Adviser cannot be relied upon as an indicator of the future performance of the Company.

The Company may not meet its investment objective or target dividend yield

The Company's targeted returns are targets only and are based on estimates and assumptions about a variety of factors including, without limitation, purchase price, yield and performance of the Company's investments, which are inherently subject to significant business, economic and market uncertainties and contingencies, all of which are beyond the Company's control and which may adversely affect the Company's ability to achieve its targeted returns. Accordingly, the actual rate of return achieved may be materially lower than the targeted returns, or may result in a partial or total loss, which could have a material adverse effect on the Company's profitability, the Net Asset Value and the price of Ordinary Shares and, in due course, the C Shares.

Borrowers under the loans in which the Company invests may not fulfil their payment obligations in full, or at all, and/or may cause, or fail to rectify, other events of default under the loans.

There are a variety of factors which could adversely affect the ability of counterparties to fulfil their payment obligations or which may cause other events of default. The Company may, in these circumstances, suffer from reduced income and therefore have a reduced ability to pay out dividends as well as be required to exercise any contractual rights of enforcement that it has against the borrower in order to attempt to recover its investment.

Risks of real estate loan non-performance

Real estate loans made by the Company may, after funding, become non-performing for a wide variety of reasons. Such non-performing real estate loans may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, substantial irrecoverable costs, a substantial reduction in the interest rate, a substantial write-down of the principal of such loan and/or a substantial change in the terms, conditions and covenants with respect to such defaulted loan. However, even if a restructuring were successfully accomplished, there is risk that, upon maturity of such real estate loan, replacement "take-out" financing will not be available.

Market conditions

The Company's investment strategy relies in part upon local credit and real estate market conditions. No assurance can be given that current market conditions will continue to be conducive to senior debt investments in the real estate market, since this will depend, in part, upon events and factors outside the control of the Investment Adviser.

Repayments of loans could be subject to the availability of refinancing options, including the availability of senior and subordinated debt

Upon maturity of a loan, the borrower may either sell the underlying asset to repay the loan or seek to refinance the loan with the Company or an alternative lender. It is not certain that refinancing options will be available to borrowers on maturity of any loan made by the Company and the sale of the underlying asset may not yield sufficient capital to repay the loan in full or may otherwise result in a delay to the receipt of proceeds. Both eventualities would reduce the investment return made on the loan by the Company.

Development loans involve an increased risk of loss

The Company may invest in loans for the development of property. If a borrower fails to complete the development of a project or provide the funding required of it, there could be adverse consequences associated with the loan. Changes to the development program or increased costs to the borrower may mean that the borrower is unable to meet its obligations as they

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

Statement of Principal Risks and Uncertainties Strategic Report

Statement of Principal Risks and Uncertainties

fall due; the borrower becoming subject to some form of insolvency process; and abandonment by the borrower of the collateral for the loan.

The Company is vulnerable to risks related to non-controlling interests in the Profit Shares

The Company will hold non-controlling interests in the Profit Shares and, therefore, may have a limited ability to protect its position in such investments. This could materially adversely affect the Company's business, financial condition, results of operations and/or the market price of the Ordinary Shares and, in due course, the C Shares.

The Profit Shares will be difficult to value accurately, valuation methodologies are subject to significant subjectivity and there can be no assurance that the values of the Profit Shares reported will in fact be realised. While the valuations of the Profit Shares will be in compliance with IFRS on the basis of market value in accordance with the International Private Equity and Venture Capital Valuation Guidelines, they will be difficult to value reliably and will rely on information being provided to the Company from the joint venture vehicle. The aggregate value of the Profit Shares may therefore fluctuate and, furthermore, there can be no assurance that the values of the Profit Shares reported by the Company from time to time will in fact be realised. This may materially adversely affect the market price of the Ordinary Shares and, in due course, the C Shares.

Potential conflicts of interest

The Investment Adviser and its affiliates may serve as investment manager or investment adviser to other clients and the Investment Adviser's organisational and ownership structure involves a number of relationships. The Investment Adviser and/or any of its affiliates may have conflicts of interest in allocating their time and activity between the Company and its other clients and in effecting transactions between the Company and such other clients. The Investment Adviser and/or any of its affiliates may be involved in other financial, investment and professional activities that may on occasion give rise to conflicts of interest with the Company, including the principals of the Investment Adviser being the ultimate beneficiaries of certain borrowers in the Initial Portfolio and pipeline and being interested in 25.1 per cent. of certain borrowers in the Initial Portfolio and pipeline by virtue of their indirect interests in the relevant Profit Shares. This may include the Investment Adviser or the directors, officers or employees of the Investment Adviser being directly or indirectly interested in any entity, project or asset that relates to an investment or any investment proposal. In such circumstances, the Investment Adviser will seek the written approval of all Directors who are independent of the Investment Adviser prior to making any such investment and as will be the case with all

investments to be made by the Company undertake a fair market valuation of the investment.

Viability Statement

In accordance with the 2016 revision of the UK Corporate Governance Code, the Directors have assessed the viability of the Company over a period longer than the 12 months required by the 'Going Concern' provision (this provision is detailed below). The Board conducted this viability review for a period of three years.

The Board considers the Company, with no fixed life, to be a long term investment vehicle but decided this is an appropriate time period over which to report, reflecting the long term objectives of the Company whilst taking into account the impact of uncertainties in the markets. In making this statement the Board carried out a robust assessment of the principal risks facing the Company. These risks and their mitigations are set out above.

The principal risks identified as most relevant to the assessment of the viability of the Company were those relating to potential impairment of future loans in the portfolio and its effect on capital value of the Company and its ability to pay dividends.

When considering the risk of under-performance, the Board carries out a series of stress tests to understand the effects of any substantial future increases in interest rates and worsening of the property and development markets on the value of the underlying security leading to potential breaches of loan covenants by the borrowers.

The results of these stress tests will give the Board comfort over the viability of the Company and its ability to maintain capital value and dividend levels. The Board have also considered the impact of potential regulatory change for future periods and the controls in place surrounding significant third party providers, including the Investment Manager.

Based on the Company's processes for monitoring revenue and costs and the Manager's compliance with the investment objective and policies, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meets its liabilities as they fall due for a period of three years from the date of approval of this Report.

Going Concern

The Company does not have a fixed winding-up date and, therefore, unless shareholders vote to wind-up the Company, shareholders will only be able to realise their investment through the market.

REPORT AND FINANCIAL STATEMENTS

TOC PROPERTY BACKED LENDING TRUST PLC

Strategic Report Statement of Principal Risks and Uncertainties

the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Shareholders' Funds

£50k at 30 November 2016

Key Performance Indicators

There were no key performance indicators during the period from incorporation to 30 November 2016.

Social, Community, Employee Responsibilities and Environmental Policy

The Directors recognise that their first duty is to act in the best financial interests of the Company's shareholders and to achieve good financial returns against acceptable levels of risk, in accordance with the objectives of the Company.

In asking the Company's Investment Manager to deliver against these objectives, they have also requested that the Investment Manager take into account the broader social, ethical and environmental issues of companies within the Company's portfolio, acknowledging that companies failing to manage these issues adequately run a long term risk to the sustainability of their businesses. More specifically, they expect companies to demonstrate ethical conduct, effective management of their stakeholder relationships, responsible management and mitigation of social and environmental impacts, as well as due regard for wider societal issues.

As an investment company with its current structure the Company has no direct social, community, employee or environmental responsibilities of its own.

The Company has no greenhouse gas emissions to report from its operations for the period ended 30 November 2016 nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013 (including those within the underlying investment portfolio).

On behalf of the Board

Steve Coe

Chairman

31 May 2017

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

Directors' Report
Directors' Report

The Directors present their Report and Financial Statements of the Company for the period from incorporation on 27 September 2016 to 30 November 2016.

Results

The results for the period are set out in the attached financial statements. The Company did not trade throughout the period.

Activities which took place after 30 November 2016 and future developments are described in the Chairman's Statement.

Principal Activity and Status

The Company is registered in England and Wales as a public limited company under the Companies Act 2006 (number 10395804). It is an investment company as defined by Section 833 of the Companies Act 2006. The Company is a member of the Association of Investment Companies ('AIC').

Going Concern

In assessing the going concern basis of accounting the Directors have had regard to the guidance issued by the Financial Reporting Council. After making enquiries, and bearing in mind the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Directors

Biographical details of the Directors can be found following on page 10.

All of the Directors are non-executive and, save for Stephen Black and Ian McElroy, are independent of the Investment Adviser and the other service providers. Ian McElroy resigned in 19 December 2016.

Investment Manager / Investment Adviser

Investment Manager

Investment Adviser

The AIFM has appointed Tier One Capital Limited to act as the Company's investment adviser pursuant to which the AIFM has delegated discretionary portfolio management services to the Investment Adviser, subject to the overall control and supervision of the Directors.

Dividend Policy

Subject to market conditions and the Company's performance, financial position and financial outlook it is the Directors' intention to pay an attractive level of dividend income to Shareholders on a quarterly basis. Whilst not forming part of the investment policy, the Company is targeting the payment of dividends at a net yield of 7% per annum on the 100p issue price of the shares at the Company's launch.

The Company intends to distribute at least 85 per cent. of its eligible income or such other percentage which may be prescribed by HMRC in accordance with Chapter 4 of Part 24 CTA 2010.

Authority to Make Market Purchases of Ordinary Shares

Given the Company is currently in an investment phase, it is unlikely that the Directors will buy back any ordinary shares in the short term. Thereafter any buy-back of ordinary shares will be subject to the Companies Act 2006 (as amended), the Listing Rules and within guidelines established by the Board from time to time (which take into account the income and cash flow requirements of the Company). Resolution 9 will be proposed as a special resolution and seeks to provide the Directors with the authority to purchase up to 3,199,742 ordinary shares or, if less, the number representing approximately 14.99 per cent. of the Company's ordinary shares in issue at the date of the passing of resolution 9. The Company may either cancel any ordinary shares it purchases under this authority or hold them in treasury. This authority will expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution unless it is previously renewed, varied or revoked.

Disclosure of Information to the Auditor

The Directors confirm that, so far as each of them are aware, there is no relevant audit information of which the Company's auditor is unaware and the Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The Independent Auditor's Report can be found on pages 12 and 13. Moore Stephens LLP ("MS") has been appointed by the Board in the first accounting period of the Company. MS has indicated its willingness to continue in office with the Company and a resolution will be proposed at the Annual General Meeting to appoint it (resolution7).

REPORT AND FINANCIAL STATEMENTS
TOC PROPERTY BACKED LENDING TRUST PLC

Directors' Report

Statement Regarding the Report and Financial Statements

Following a detailed review of the Report and Financial Statements by the Audit Committee, the Directors consider that taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.

The post balance sheet events of the Company are described in detail in Note 8.

Recommendation

The Directors consider the passing of the Resolutions to be proposed at the Annual General Meeting to be in the best interest of the Company and its shareholders as a whole and likely to promote the success of the Company for the benefit of its shareholders as a whole.

Accordingly, the Directors unanimously recommend that shareholders should vote in favour of the resolutions, as they intend to in respect of their own beneficial shareholders amounting to 92,400 ordinary shares.

On Behalf of the Board

Steve Coe

Chairman

31 May 2017

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

Statement of Corporate Governance

During the period to 30 November 2016, the Company was not trading and had no specific corporate governance policies. Since that time, the Board has considered the principles set out in the UK Corporate Governance Code and the Association of Investment Companies Code of Corporate Governance (the "AIC Code"). The Company is a member of the Association of Investment Companies. The Company now adheres to the principles and recommendations of the AIC Code and complies with the provisions of the UK Corporate Governance Code other than those relating to:

the role of the Chief Executive;
the appointment of a senior independent director;
executive directors' remuneration; and
the need for an internal audit function.

Independence

The Board consists of three independent non-executive Directors with Steve Coe as Chairman. They are considered by the Board to be independent of the Investment Manager and the Investment Adviser. The Directors, Stephen Black and Ian McElroy are considered not to be independent on the basis of their role at the Investment Adviser. Ian McElroy resigned from the Board on 19 December 2016

New Directors will receive an induction from the Investment Adviser and the Administrator on joining the Board, and all Directors will receive relevant training as necessary.

Senior Independent Director

In view of its non-executive nature and the requirement of the Articles that all Directors retire periodically at least every three years, the Board considers that it is not appropriate for a senior independent director to be appointed.

The Board

At incorporation the Board consisted of Stephen Black and Ian McElroy. On 19 December 2016, Ian McElroy resigned from the Board and Steve Coe, Matthew Harris and Douglas Noble were appointed.

Appointment, Re-election and Remuneration of Directors

Directors are selected and appointed by the Board as a whole functioning as a nomination committee. It is chaired by Stephen Coe. There is no separate nomination committee as the Board is considered small relative to listed trading companies. The Directors are therefore responsible for reviewing the size, structure and skills of the Board and considering whether any changes are required or new appointments are necessary to meet the requirements of the Company's business or to maintain a balanced Board.

The Articles require that Directors submit themselves for re-election at least every three years. In addition, the Board has agreed that any Director with more than nine years' service will be required to stand for re-election at each annual general meeting. As the period to 30 November 2016 is the first accounting period end, the Directors will be elected at the first annual general meeting.

Stephen Black will be subject to annual re-election by Shareholders, and has agreed to waive his director fee, for so long as he has interest in the Company's investment adviser.

Policy on Directors' Remuneration

The Company's policy is that the remuneration of the Directors should reflect the experience of the Board as a whole, the time commitment required, and be fair and comparable with that of other similar companies. Furthermore, the level of remuneration should be sufficient to attract and retain the Directors needed to oversee the Company properly and to reflect its specific circumstances. It is intended that this policy will apply following the Annual General Meeting and continue for the three year period ending 30 November 2019.

The fees for the Directors are determined within the limit set out in the Company's Articles of Association. The present limit is an aggregate of £400,000 per annum and may not be changed without seeking shareholder approval at a general meeting. Directors are not eligible for bonuses, pension benefits, share options long-term incentive schemes or other benefits.

It is the Board's policy that Directors do not have service contracts, but each new Director is provided with a letter of appointment. The term of Directors' appointments provide that Directors should retire and be subject to re-election at the first Annual General Meeting after their appointment.

Board and Directors' Performance Appraisal

The performance of the Board committees and individual Directors will be evaluated through an assessment process, led by the Chairman. The performance of the Chairman will be evaluated by the other Directors.

The Audit Committee

Matthew Harris is the chairman of the Company's audit committee which comprises all independent directors. In discharging its responsibilities the audit committee reviews the annual and half yearly accounts, the system of internal controls, and the terms of appointment and remuneration of the auditor. It is also the forum through which the auditor reports to the Board. The Audit Committee is expected to meet at least twice a year. The independence of the auditor will be reviewed by the audit committee, which will also review the terms under which the external auditor is appointed to perform non-audit services. The audit committee will review the scope and results of the audit and its cost effectiveness.

The Management Engagement Committee

Steve Coe is the chairman of the Company's management engagement committee which comprises the full Board. The management engagement committee will review the appropriateness of the Investment Adviser's continuing appointment, together with the terms and conditions thereof on a regular basis.

On Behalf of the Board

R&H Fund Services Limited

Secretary

31 May 2017

REPORT AND FINANCIAL STATEMENTS

TOC PROPERTY BACKED LENDING TRUST PLC

Board of Directors

Steve Coe

Non-executive chairman

Steve is currently chairman of European Real Estate Investment Trust Limited and director (and chairman of the audit committee) of Raven Russia Limited, South African Property Opportunities PLC, Leaf Clean Energy Company, Weiss Korean Opportunities Fund Limited and Trinity Capital PLC. He has been involved with investment funds and managers since 1990 with significant exposure to property, debt, emerging markets and private equity investments. He qualified as a Chartered Accountant with Price Waterhouse Bristol in 1990 and remained in audit practice, specialising in financial services, until 1997. From 1997 to 2003 he was a director of the Bachmann Group of fiduciary companies and Managing Director of Bachmann Fund Administration Limited, a specialist third party fund administration company. From 2003 to 2006 Steve was a director with Investec in Guernsey and Managing Director of Investec Trust (Guernsey) Limited and Investec Administration Services Limited. He became self-employed in August 2006 providing services to financial services clients.

Shareholding as at 30 November 2016: nil ordinary shares

Shareholding as at 30 May 2017: 15,000 ordinary shares

Stephen Black

Non-independent non-executive director

Stephen leads the Tier One Capital lending team having previously worked as a Credit Specialist at Barclays Wealth. He held senior roles at Kleinwort Benson and Coutts & Co, as well as spending time at Harvard University on the Real Estate Management Programme before launching Tier One Capital as an independent high net worth investment and lending boutique. Stephen holds a Law Degree, MBA with Distinction and is currently studying towards the first PhD in Structured Products in the UK. Stephen has extensive experience in evaluating, structuring and funding credit projects and corporate finance opportunities of all sizes on behalf of major organisations as well as regularly engaging in high net worth deals in both the private client and corporate space

Shareholding as at 30 November 2016: nil ordinary shares

Shareholding as at 30 May 2017: 30,800 ordinary shares

Douglas Noble

Independent non-executive director

Douglas has over 25 years' private banking experience. In recent years he has focused on developing Brown Shipley's private banking and lending proposition in Scotland, having previously been the Scottish Head of Private Banking for Barclays, Adam & Company and HBOS. He also launched Bank of Scotland's first ever private banking operation. Douglas holds a law degree from Dundee University, as well as achieving the PCIAM and IMC from the CFA. He is a member of the Chartered Institute of Bankers, Scotland and holds to Chartered Banker status.

Shareholding as at 30 November 2016: nil ordinary shares

Shareholding as at 30 May 2017: 5,600 ordinary shares

Matt Harris

Independent non-executive director and audit chairman

Matt is a Chartered Accountant and an experienced M&A professional, who is a specialist in providing financial due diligence to Private Equity buyers and sellers. Matt was a partner at FTI Consulting (a US based, NASDAQ listed consulting firm), and prior to that was a partner in the Private Equity Group at KPMG, and began his career and qualified with Arthur Andersen. Matt has led due diligence on transactions across Europe and around the world, focusing on large and mid-sized transactions, and has led relationships with London and European based Private Equity funds. Matt has a Bachelor's degree in Economics and Finance from Auckland University, and an MBA from Manchester Business School.

Shareholding as at 30 November 2016: nil ordinary shares

Shareholding as at 30 May 2017: 50,000 ordinary shares

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Report and Financial Statements, in accordance with applicable law and International Financial Reporting Standards ('IFRS') as adopted by the EU.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with IFRS as adopted by the EU.

Under Company law the Directors must not approve the financial statements unless they are satisfied that they present a fair, balanced and understandable report and provide the information necessary for shareholders to assess the Company's performance, business model and strategy.

In preparing these financial statements, the Directors are required to:

select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether applicable International Financial Reporting Standards, as adopted by the EU, have been followed, subject to any material departures disclosed and explained in the financial statements.
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006, where applicable. They are responsible for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Under applicable UK law and regulations, the Directors are also responsible for preparing a Strategic Report and a Directors' Report that complies with that law and those regulations. The financial statements are published on www.tocpropertybackedlendingtrust.co.uk which is a website maintained by the Company's Investment Adviser. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and

dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors confirm that to the best of our knowledge:

the financial statements, prepared in accordance with the applicable International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets, liabilities and financial position of the Company;
in the opinion of the Directors, the Report and Financial Statements taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company's performance, business model and strategy.
so far as each Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
the Directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

On behalf of the Board

Steve Coe

Chairman

31 May 2017

REPORT AND FINANCIAL STATEMENTS

TOC PROPERTY BACKED LENDING TRUST PLC

Independent Auditor's Report

Independent Auditor's Report to the Members of TOC Property Backed Lending Trust plc

Opinion

We have audited the financial statements of TOC Property Backed Lending Trust Plc (the 'company') for the period ended 30 November 2016 which comprise the Statement of comprehensive income, Statement of financial position, Statement of changes in equity, cashflow statement and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, the financial statements:

give a true and fair view of the state of the company's affairs as at 30 November 2016 and of its result for the period then ended;
have been properly prepared in accordance with IFRSs as adopted by the European Union; and
have been prepared in accordance with the requirements of the Companies Act 2006.

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in which the ISAs (UK) require us to report to you where:

the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate, or
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the parent company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

Independent Auditor's Report

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities Statement set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs(UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Councils website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Kelly Sheppard
Senior Statutory Auditor
For and on behalf of Moore Stephens LLP
Statutory Auditor
150 Aldersgate Street
London EC1A 4AB
31 May 2017

REPORT AND FINANCIAL STATEMENTS

TOC PROPERTY BACKED LENDING TRUST PLC

Financial Statements Statement of Comprehensive Income

Statement of Comprehensive Income

For the period from incorporation on 27 September 2016 to 30 November 2016

The Company did not trade during the period.

The Company received no income and incurred no expenditure in the period and therefore did not make a profit or loss. There was no other comprehensive income and therefore no profit or loss or comprehensive income was attributable to equity holders.

The accompanying notes are an integral part of these financial statements.

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

Statement of Financial Position Financial Statements

Statement of Financial Position

As at 30 November 2016

	Notes	£'000
Current assets
Trade and other receivables	4	50
Total assets		50
Current liabilities
Trade and other payables		-
Total liabilities		-
Net assets		50
Share capital and reserves	5
Called up share capital	5	50
Retained earnings	5	-
Equity shareholders' funds		50

The financial statements of TOC Property Backed Lending Trust plc, company number 10395804 on pages 14 to 23 were approved by the Board of Directors and authorised for issue on 31 May 2017 and were signed on its behalf by:

Steve Coe

Chairman

The accompanying notes are an integral part of these financial statements.

REPORT AND FINANCIAL STATEMENTS

TOC PROPERTY BACKED LENDING TRUST PLC

Financial Statements Statement of Changes In Equity

Statement of Changes in Equity

For the period from incorporation on 27 September 2016 to 30 November 2016

| | Share Capital
£'000 | Share Premium
£'000 | Retained Earnings
£'000 | Total
£'000 |
| --- | --- | --- | --- | --- |
| Opening balance as at 27 September 2016 | – | – | – | – |
| Total comprehensive profit for the period: | – | – | – | – |
| Transactions with owners recognised in equity: | | | | |
| Issue of ordinary shares | – | – | – | – |
| Issue of management shares | 50 | – | – | 50 |
| At 30 November 2016 | 50 | – | – | 50 |

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

Statement of Changes In Equity Financial Statements

Cash Flow Statement

For the period from incorporation on 27 September 2016 to 30 November 2016

There were no cash flows in relation to the Company's activities as the issued share capital was unpaid as at 30 November 2016.

REPORT AND FINANCIAL STATEMENTS

TOC PROPERTY BACKED LENDING TRUST PLC

Financial Statements Notes to the Financial Statements

Notes to the Financial Statements

1. Accounting Policies

Significant Accounting Policies

(a) Basis of Preparation

The financial statements are prepared in accordance with the relevant provisions of the Companies Act 2006 as applicable and International Financial Reporting Standards as adopted by the European Union ("IFRS").

The financial statements have been prepared on a going concern basis under the historical cost convention, except for investment valuations which will be measured at fair value in subsequent periods.

The notes and financial statements are presented in pounds sterling (being the functional currency and presentational currency for the Company) and are rounded to the nearest thousand except where otherwise indicated.

The Directors consider that the Company has adequate financial resources to enable it to continue in operation for the foreseeable future. Accordingly, the Directors believe that it is appropriate to adopt the going concern basis in preparing the Company's financial statements.

Segmental reporting

The decision maker is the Board of Directors. The Directors are of the opinion that the Company is engaged in a single segment of business, being the investment of the Company's capital in financial assets comprising loans and joint venture equity contracts.

Significant Accounting Judgements, Estimates and Assumptions

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenue and expenses during the period. The nature of the estimation means that actual outcomes could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Critical judgements in applying the Company's accounting policies – financial assets at fair value:

There are no critical judgements applicable to this period.

Accounting standards issued but not yet effective

At the date of authorisation of this report, the following amendments to Standards were assessed to be relevant and are effective for annual periods beginning on or after 1 December 2016:

IFRS 9 – 'Financial Instruments' specifies how an entity should classify and measure financial assets and liabilities. The standard improves and simplifies the approach for classification and measurement of financial assets compared with the requirements of IAS 39. The standard applies a consistent approach to classifying financial assets and replaces the many categories of financial assets contained within IAS 39. IFRS 9 divides all financial assets into three classifications – those measured at amortised cost, and those measured at fair value and those measured at fair value through Other Comprehensive Income. Specifically, under IFRS 9 loans and receivables can be measured at amortised cost only if the objective of the entity is to hold the financial asset to collect contractual cash flows and the contractual terms of the financial asset give rise on specific dates to cash flows that are solely payments of principal and interest on the principal outstanding. IFRS 9 also requires expected credit losses to be recognised in contrast to IAS 39 which only recognises incurred credit losses. The Directors do not expect the implementation of IFRS 9 to have a material effect on the financial statements of the Company.

(b) Revenue Recognition

In relation to future periods:

Interest Income

For financial instruments measured at amortised cost, the effective interest rate method will be used to measure the carrying value of a financial asset or liability and to allocate associated interest income or expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments or receipts over the expected life of the financial instrument or, when appropriate, a shorter period, to the net carrying amount of the financial asset or financial liability.

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

Notes to the Financial Statements Financial Statements

In calculating the effective interest rate, the cash flows are estimated considering all contractual terms of the financial instrument but does not consider expected credit losses. The calculation includes all fees received and paid and costs borne that are an integral part of the effective interest rate.

On an on-going basis the Investment Adviser assesses whether there is objective evidence that a financial asset is impaired. A financial asset is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and that that event has an impact on the estimated future cash flows of the asset that can be reliably estimated.

Bank Interest Income

Interest income will be accounted for on an accruals basis.

(c) Expenses

Expenses will be accounted for on an accruals basis. The Company's administration fees, finance costs and all other expenses will be charged through the Statement of Comprehensive Income and will be charged to revenue.

(d) Dividends to Shareholders

Dividends will be accounted for in the period in which they are paid, except for dividends requiring shareholder approval which will be recognised when approved by shareholders.

(e) Taxation

Taxation on the profit or loss for the period comprises current and deferred tax. Taxation will be recognised in the Statement of Comprehensive Income except to the extent that it relates to items recognised as direct movements in equity, in which case it is also recognised as a direct movement in equity.

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the reporting date.

Deferred income tax is provided using the liability method on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which deductible temporary differences, carried forward tax credits or tax losses can be utilised. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities. Deferred income tax relating to items recognised directly in equity is recognised in equity and not in profit or loss.

(f) Financial Assets and Financial Liabilities

The financial assets and financial liabilities at inception into the following categories:

(i) Financial assets and financial liabilities at fair value through profit or loss

This category consists of the investments in the profit share equity contracts.

Investments in the profit share equity contracts are initially recognised at nil cost. At completion of the underlying projects, the fair value of the contracts is determined and reviewed quarterly using recognised valuation techniques.

Purchases and sales of financial assets are recognised on the trade date, the date which the Company commits to purchase or sell the assets and are derecognised when the rights to receive cash flows from the financial assets have expired or the Company has transferred substantially all risks and rewards of ownership. Transaction costs for financial assets are expensed. Gains and losses arising from changes in the fair value of the financial instruments are included in the Statement of Comprehensive Income in the period in which they arise.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans are recognised when the funds are advanced to borrowers. Loans and receivables are carried at amortised cost using the effective interest rate method less provisions for impairment. The effective interest rate is the rate that exactly discounts estimated future cash receipts, including fees paid, through the expected life of the loans to the net carrying amount on initial recognition.

REPORT AND FINANCIAL STATEMENTS

TOC PROPERTY BACKED LENDING TRUST PLC

Financial Statements Notes to the Financial Statements

Impairment

In evaluating the portfolio and estimating impairment, the Company will take into consideration numerous factors, including economic conditions, any future prior loss experience and the management's estimation of credit losses. Such evaluation, which includes a review of all loans on which full collectability may not be reasonably assured, also considers amongst other matters, the estimated net realisable value of the fair value of the underlying collateral and any other factors that warrant recognition.

If there is evidence that an impairment loss has occurred, the amount of the loss is measured as the difference between the asset's carrying value and the present value of estimated cash flows discounted at the asset's original effective interest rate. The resultant provisions are deducted from the asset value in the Statement of Financial Position. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related to an event occurring after the impairment was recognised, the provision is adjusted and the amount of the reversal is recognised in the Statement of Comprehensive Income.

Fair value hierarchy

Accounting standards recognise a hierarchy of fair value measurements for financial instruments which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The classification of financial instruments depends on the lowest significant applicable input, as follows:

Level 1 – Unadjusted, fully accessible and current quoted prices in active markets for identical assets or liabilities. Examples of such instruments would be investments listed or quoted on any recognised stock exchange.

Level 2 – Quoted prices for similar assets or liabilities, or other directly or indirectly observable inputs which exist for the duration of the period of investment. Examples of such instruments would be forward exchange contracts and certain other derivative instruments.

Level 3 – External inputs are unobservable. Value is the Directors' best estimate, based on advice from relevant knowledgeable experts, use of recognised valuation techniques and on assumptions as to what inputs other market participants would apply in pricing the same or similar instrument. All investments are considered Level 3.

(g) Cash and Cash Equivalents

Cash and cash equivalents consist of cash in hand and short-term deposits in banks with an original maturity of three months or less.

(h) Other Receivables

Other receivables do not carry interest and are short-term in nature and are accordingly recognised at fair value.

(i) Interest-bearing Bank Loans and Borrowings

All bank loans and borrowings are initially recognised at cost, being fair value of the consideration received net of arrangement costs associated with the borrowing. After initial recognition, all interest bearing loans and borrowings are subsequently measured at amortised cost. Amortised cost is calculated by taking into account any loan arrangement costs and any discount or premium on settlement.

(j) Reserves

Share Premium

The surplus of net proceeds received from the issuance of new shares over their par value is credited to this account and the related issue costs are deducted from this account.

Capital Reserve

The following are accounted for in the capital reserve:

gains and losses on the disposal of investment properties;
increases and decreases in the fair value of investment properties held at the period end

Revenue Reserve

The net profit / (loss) arising in the revenue column of the Statement of Comprehensive Income is added to or deducted from this reserve which is available for paying dividends.

Special Distributable Reserve

Created from the Court of Session cancellation of the initial launch share premium account and is available for paying dividends.

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

Notes to the Financial Statements Financial Statements

2. Investment Manager's and Investment Adviser's Fees

There were no amounts paid for investment management for the period from incorporation to 30 November 2016.

Investment Manager

The Company has appointed R&H Fund Services (Jersey) Limited to act as the Company's alternative investment fund manager (AIFM) for the purposes of AIFMD pursuant to the Investment Management Agreement and accordingly the AIFM is responsible for providing discretionary portfolio management and risk management services to the Company, subject to the overall control and supervision of the Directors. The AIFM is entitled to receive fees from the Company of £15,000 per annum on total assets up to £100 million, or a fee from the Company of £20,000 per annum if total assets are over £100 million.

Investment Adviser

The Investment Adviser is entitled to receive from the Company an investment adviser fee which is calculated and paid quarterly in arrears at an annual rate of 0.5 per cent. per annum of the prevailing Net Asset Value. The Investment Adviser has agreed (unless otherwise agreed by the Board) to waive its fee until the Net Asset Value is at least £50 million.

There are no performance fees payable.

3. Earnings per share

The Company did not trade throughout the period except for the issuance of initial share capital. Consequently, there have been no earnings attributable to each share since that issue.

4. Receivables

The allotted and issued ordinary share capital is set out below:

	As at 30 November 2016 £'000
Unpaid share capital	50
Total	50

The Directors consider that the carrying amount of receivables approximates to their fair value.

5. Called up Share Capital

	Number of shares	Share Capital £'000	Share Premium £'000	As at 30 November 2016 Total £'000
Allotted, called-up and unpaid
Issue of 1 ordinary shares of £0.01 par value	1	-	-	-
Issue of 50,000 management shares of £1	50,000	50	-	50
Balance as at 30 November 2016	50,001	50	-	50

Only the ordinary shares are eligible to vote and have the right to participate in either a dividend distribution or participate in a capital distribution on a winding up. The management shares were redeemed at par following admission to the Main Market of the London Stock Exchange.

REPORT AND FINANCIAL STATEMENTS

TOC PROPERTY BACKED LENDING TRUST PLC

Financial Statements Notes to the Financial Statements

6. Related Party Transactions

The Directors are considered to be related parties. No Director has an interest in any transactions which are, or were, unusual in their nature or significant to the nature of the Company.

The Directors of the Company received no fees for their services during the period. Enil was payable at the period end.

As sole shareholder at the period end, Tier One Capital Limited is considered a related party. In addition, Stephen Black and Ian McElroy are shareholders and have control of Tier One Capital Limited. During the period, the Company issued 50,000 management shares and one ordinary share to Tier One Capital Limited, the Investment Adviser, for a consideration of £50k.

At 30 November 2016 £50k remained outstanding. Subsequent to the period end and on admission to trading on the Main Market of the London Stock exchange, the management shares were redeemed and Tier One Capital Limited was no longer the parent of the company. Tier One Capital Limited received no fees during the period and Enil was payable at the period end.

7. Financial Instruments

Consistent with its objective, in future periods the Company will hold a diversified portfolio of fixed rate loans secured over land or property in the UK. The benefit of a related profit share may also be agreed. In addition, the Company's financial instruments will comprise cash and receivables and payables that arise directly from its operations. The Company does not have exposure to any derivative instruments.

The Company will be exposed to various types of risk that are associated with financial instruments. The most important types are credit risk, liquidity risk, interest rate risk and market price risk. There will be no foreign currency risk as all assets and liabilities of the Company are maintained in pounds sterling.

The Board reviews and agrees policies for managing the Company's risk exposure. These policies are summarised below and will become effective on commencement of trading.

Credit Risk

Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with the Company.

In the event of default by a borrower if it is in financial difficulty or otherwise unable to meet its obligations under the agreement, the Company will suffer an interest shortfall. This potentially will have a material adverse impact on the financial condition and performance of the Company and/or the level of dividend cover. The Board receives regular reports on concentrations of risk and the performance of the projects underlying the loans. The Investment Adviser monitors such reports in order to anticipate, and minimise the impact of, default.

There were no financial assets which were either past due or considered impaired at 30 November 2016.

All of the Company's cash will be placed with financial institutions with a long-term credit rating of A or better. Bankruptcy or insolvency of such financial institutions may cause the Company's ability to access cash placed on deposit to be delayed or limited. Should the credit quality or the financial position of the banks currently employed significantly deteriorate, cash holdings would be moved to another bank.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulties in realising assets or otherwise raising funds to meet financial commitments. The Company's investments will comprise fixed rate loans. These loans in which the Company invests are not traded in an organised public market and may be illiquid. As a result, the Company may not be able to liquidate quickly its investments at an amount close to their fair value in order to meet its liquidity requirements.

The Company's liquidity risk is managed on an ongoing basis by the Investment Adviser and monitored on a quarterly basis by the Board. In order to mitigate liquidity risk the Company aims to have sufficient cash balances to meet its obligations for a period of at least twelve months.

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

Notes to the Financial Statements Financial Statements

Interest Rate Risk

Some of the Company's financial instruments will be interest-bearing. As a consequence, the Company will be exposed to interest rate risk due to fluctuations in the prevailing market rate.

The fair value or financial assets and liabilities is not materially different from their carrying value in the financial statements.

When the Company retains cash balances, they will ordinarily be held on interest-bearing deposit accounts. The Company's policy is to hold cash in variable rate or short term fixed rate bank accounts. Exposure varies throughout the year as a consequence of changes in the composition of the net assets of the Company arising out of the investment and risk management policies.

Market Price Risk

The management of market price risk is part of the investment management process. The portfolio is managed with an awareness of the effects of adverse valuation movements through loan impairment and continuing analysis, with an objective of maximising overall returns to shareholders. The likelihood of impairment is inherently difficult to value due to the individual nature of each loan and underlying property. As a result, valuations are subject to uncertainty. While the valuations of the Profit Shares will be in compliance with IFRS on the basis of market value in accordance with the International Private Equity and Venture Capital Valuation Guidelines, they will be difficult to value accurately and will rely on information being provided to the Company from the joint venture vehicle. There can be no assurance that the values of the Profit Shares reported by the Company from time to time will in fact be realised. Such risk is minimised through the appointment of external property valuers.

8. Post Balance Sheet Events

On 24 January 2017, following an offer for subscription of up to 150 million ordinary shares of 1p each and an offer price of 100p per share, 17,300,950 ordinary shares of the Company were successfully admitted to the premium segment of the Official List of the UK Listing Authority and to the London Stock Exchange with those securities to be admitted to trading on the main market.

On 24 January 2017, the initial portfolio of 10 loans with a value of £11,601,000 were transferred to the Company in exchange for 11,601,000 ordinary shares.

On 8 February 2017, a new loan facility of £2.3 million was made to Ryka Development Limited.

On 6 March 2017, a placing of 1.6 million new ordinary shares took place raising £1.6 million.

On 27 March 2017, a new loan facility of £2.1 million was made to TimeC 1586 Limited.

On 30 March 2017, an application to the Court of Session was successfully made to cancel the share premium account in relation to the initial launch and transfer the monies to a special distributable reserve.

On 3 April 2017, a placing of 1,072,000 new ordinary shares took place raising £1.07 million.

On 9 May 2017, a placing of 1,372,900 new ordinary shares took place raising £1.4 million.

REPORT AND FINANCIAL STATEMENTS

TOC PROPERTY BACKED LENDING TRUST PLC

General Information and Annual General Meeting Notice of Annual General Meeting

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting ("AGM") of TOC Property Backed Lending Trust PLC (the "Company") will be held at Maitland, Berkshire House, 168-173 High Holborn, London, WC1V 7AA on 28 June 2017 at 10.00 a.m. for the purposes of considering and, if thought fit, passing the resolutions below. Resolutions 1 to 8 (inclusive) will be proposed as ordinary resolutions and resolutions 9 and 10 will be proposed as special resolutions.

ORDINARY BUSINESS

Ordinary Resolutions

To receive the Company's annual report and accounts for the financial period ended 30 November 2016, together with the Directors' Report and the Auditors' Report.
To approve the remuneration policy of the Company.
That Stephen Coe, who retires as a Director in accordance with Article 93.2 of the Articles of Association (the "Articles") and being eligible to do so, offers himself for re-election as a Director be re-elected as Director of the Company.
That Stephen Black, who retires as a Director in accordance with Article 93.2 of the Articles and being eligible to do so, offers himself for re-election as a Director be re-elected as a Director of the Company.
That Douglas Noble, who retires as a Director in accordance with Article 93.2 of the Articles and being eligible to do so, offers himself for re-election as a Director be re-elected as Director of the Company.
That Matthew Harris, who retires as a Director in accordance with Article 93.2 of the Articles and being eligible to do so, offers himself for re-election as a Director be re-elected as Director of the Company.
To re-appoint Moore Stephens LLP as auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company.
To authorise the Directors to determine the remuneration of the Auditors.

SPECIAL BUSINESS

That the Company be authorised generally and unconditionally, in accordance with Section 701 of the Companies Act 2006 (the "Act"), to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of £0.01 each ("Ordinary Shares") provided that:

(a) the maximum number of Ordinary Shares authorised to be purchased is 3,199,742;
(b) the minimum price which may be paid for an Ordinary Share is £0.01; and
(c) the maximum price which may be paid for an Ordinary Share must not be more than the higher of: (i) 5 per cent. above the average of the mid-market value of the Ordinary Shares for the five business days before the purchase is made; or (ii) the higher of the last independent trade and the highest current independent bid for Ordinary Shares.

The authority conferred by this resolution will expire on the earlier of the conclusion of the next annual general meeting of the Company and 31 May 2018 save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase Ordinary Shares which will or may be executed wholly or partly after the expiry of such authority.

That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board

R&H Fund Services Limited

Company Secretary

Registered office:

Keel House

Garth Heads

Newcastle-upon-Tyne

NE1 2JE

31 May 2017

Notes

These notes should be read in conjunction with the notes on the Form of Proxy.

(i) Only shareholders on the Register of Members (the "Register") at close of business on 26 June 2017 (or, in the event of any adjournment, the date which is two days before the time of the adjourned meeting) are entitled to attend and/or vote at the AGM. Such shareholders can vote in respect of the number of shares registered in their names at that time, but any subsequent changes to the Register shall be disregarded in determining rights to attend and vote.
(ii) Shareholders have the right to attend, speak and vote at the AGM and will be asked to sign an attendance sheet on arrival at the meeting.
(iii) A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to exercise all or any of the rights of the member to attend and speak and vote in his place. A proxy need not be a member of the Company. If a member appoints more than one proxy to attend the AGM, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member.
(iv) To appoint a proxy you may use the Form of Proxy enclosed with this Notice of AGM. To be valid, the Form of Proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must be completed and returned in accordance with the instructions printed thereon to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY delivered by hand during office hours only to the same address to be received as soon as possible and in any event by not later than 10 a.m. on 26 June 2017.

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

Notice of Annual General Meeting General Information and Annual General Meeting

(v) Completion of the Form of Proxy will not prevent you from attending and voting in person.

(vi) Any person receiving a copy of this Notice of AGM as a person nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 [a "Nominated Person"] should note that the provisions in Notes (i) to (iii) above concerning the appointment of a proxy or proxies to attend the AGM in place of a member, do not apply to a Nominated Person as only shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the AGM.

(vii) Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.

(viii) Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, only shareholders registered in the Register by not later than close of business. 48 hours (excluding non-business days) prior to the time fixed for the AGM shall be entitled to attend and vote at the AGM in respect of the number of Shares registered in their name at such time. If the AGM is adjourned, the time by which a person must be entered on the Register in order to have the right to attend and vote at the adjourned AGM is 6.00 p.m. 48 hours (excluding non-business days) prior to the time of the adjournment. Changes to the Register after the relevant times shall be disregarded in determining the rights of any person to attend and vote at the AGM.

(ix) In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

(x) [Shareholders who hold their Shares electronically may submit their votes through CREST, by submitting the appropriate and authenticated CREST message so as to be received by the Company's registrar not later than 48 hours before the start of the meeting. Instructions on how to vote through CREST can be found by accessing the following website: www.euroclear.com/CREST. Shareholders are advised that CREST and the internet are the only methods by which completed proxies can be submitted electronically.]

(xi) [If you are a CREST system user (including a CREST personal member) you can appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by Computershare Investor Services PLC (ID number 3RA50) not later than 48 hours before the time appointed for holding the AGM excluding non-working days. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Computershare Investor Services PLC is able to retrieve the message. CREST personal members or other CREST sponsored members should contact their CREST sponsor for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.]

(xii) Any corporation which is a member may appoint one or more corporate representative(s) who may exercise on its behalf all of its powers as a member provided that, if it is appointing more than one corporate representative, it does not do so in relation to the same shares. It is, therefore, no longer necessary to nominate a designated corporate representative. Representatives should bring to the AGM evidence of their appointment, including any authority under which it is signed.

(xiii) If the Chairman, as a result of any proxy appointments, is given discretion as to how the votes of those proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interests in the Company's securities already held by the Chairman, result in the Chairman holding such number of voting rights that she has a notifiable obligation under the Disclosure Guidelines and Transparency Rules, the Chairman will make the necessary notifications to the Company and the Financial Conduct Authority. As a result, any member holding 3 per cent or more of the voting rights in the Company who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidelines and Transparency Rules, need not make a separate notification to the Company and the Financial Conduct Authority.

(xiv) Any question relevant to the business of the AGM may be asked at the AGM by anyone permitted to speak at the AGM. A holder of shares may alternatively submit a question in advance by a letter addressed to the Company's registered office. Under section 319A of the Companies Act 2006, the Company must answer any question a shareholder asks relating to the business being dealt with at the AGM, unless, (i) answering the question would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (ii) the answer had already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.

(xv) Under section 527 of the Act, a shareholder or shareholders meeting the criteria set out in note (xvi) below, have the right to request the Company to publish on its website a statement setting out any matter that such shareholders propose to raise at the AGM relating to the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM. Where the Company is required to publish such a statement on its website: (i) it may not require the

REPORT AND FINANCIAL STATEMENTS

TOC PROPERTY BACKED LENDING TRUST PLC

General Information and Annual General Meeting Notice of Annual General Meeting

Notice of Annual General Meeting

shareholder making the request to pay any expense incurred by the Company in complying with the request; (ii) it must forward the statement to the Company's auditors no later than the time the statement is made available on the Company's website; and (iii) that statement may be dealt with as part of the business of the AGM. The request: (a) may be in hard copy form or in electronic form; (b) either set out the statement in full or, if supporting a statement sent by another shareholder, clearly identify the statement which is being supported; (c) must be authenticated by the person or persons making it; and (d) be received by the Company at least one week before the AGM.

(xvi) In order to be able to exercise the shareholders' right to require the Company to publish audit concerns in accordance with note (xv) above, the relevant request must be made by: (i) a shareholder or shareholders having a right to vote at the AGM and holding at least 5 per cent. of total voting rights in the Company (please see note xix below in relation to total voting rights); or (ii) at least 100 shareholders having a right to vote at the AGM and holding, on average, at least £100 of paid up share capital.

(xvii) Where a shareholder or shareholders wishes to request the Company to publish audit concerns in accordance with note (xv) above, such request must be made by either sending: (a) a hard copy request which is signed by the relevant shareholder or shareholders, states such persons full name(s) and address(es) and sent to the Company Secretary, R & H Fund Services Limited; or (b) a request which states the shareholder or shareholders' full name and address(es), and sent by email to [email protected]. Please state "TOC AGM" in the subject line of the e-mail.

(xviii) Further information regarding the AGM which the Company is required by section 311A of the Act to publish on a website in advance of the AGM can be accessed at www.tocpropertybackedlendingtrust.co.uk.

(xix) As at 31 May 2017 (being the last Business Day prior to the printing of this Notice of AGM) the Company's issued share capital consisted of 21,345,850 Ordinary carrying one vote each. Therefore, the total voting rights in the Company as at 31 May 2017 are 21,345,850.

(xx) You may not use any electronic address provided either in this Notice of AGM or any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.

(xxi) A copy of the letters of appointment of the directors will be available for inspection during normal business hours at the Company's registered office and at the place of the meeting from at least 15 minutes prior to the meeting until the end of the meeting.

Explanation of certain resolutions

Resolutions 1 to 8 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 9 and 10 are to be proposed as special resolutions. This means that for the resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolutions.

Resolution 1 – The Directors are required to present the accounts, Directors' report and auditor's report to the meeting.
Resolution 2 – The Directors' are required to approve the remuneration policy of the Company.
Resolutions 3 to 6 – retirement by rotation – in accordance with the Articles, each Director shall retire and submit themselves for re-election by Shareholders at the first annual general meeting of the Company.
Resolutions 7 and 8 – auditor re-appointment and remuneration – At each meeting at which the Company's accounts are presented to its shareholders, the Company is required to appoint an auditor to serve until the next such meeting and seek Shareholder consent for the Directors to set the remuneration of the auditors.
Resolution 9 – market purchases – the Directors are requesting authority for the Company to make market purchases of Ordinary Shares up to a maximum nominal amount of £3,199,742 (representing 14.99 per cent. of the issued Ordinary Share capital of the Company as at 30 May 2017 (the latest practicable date prior to the publication of this document)). There is no present intention to exercise such general authority. Any repurchase of Ordinary Shares will be made subject to the Act and within guidelines established from time to time by the Directors (which will take into account the income and cash flow requirements of the Company) and will be at the absolute discretion of the Directors, and not at the option of shareholders. Subject to shareholder authority for the proposed repurchases, general purchases of the Ordinary Shares in issue will only be made through the market. Such purchases may only be made provided the price to be paid is not more than the higher of: (i) five per cent. above the average of the middle market quotations for the Ordinary Shares for the five Business Days before the purchase is made; or (ii) the higher of the price of the last independent trade and the highest current independent bid at the time of purchase.
Resolution 10 – notice periods – the Act provides that the notice period required for general meetings of the Company must be at least 21 clear days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days (annual general meetings will continue to be held on at least 21 clear days' notice). This resolution seeks shareholder approval to hold general meetings after giving notice of 14 or more clear days. The approval will be effective until the next annual general meeting, when it is intended that a similar resolution will be proposed. The Act provides that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

General Information
Corporate Information
27

Directors

Steve Coe
Chairman – (appointed 19 December 2016)

Matthew Harris
Audit chairman – (appointed 19 December 2016)

Douglas Noble – (appointed 19 December 2016)

Stephen Black – (appointed 19 December 2016)

Ian McElroy (resigned 19 December 2016)

Registered Office

Keel House
Garth Heads
Newcastle-upon-Tyne
NE1 2JE

Investment Adviser

Tier One Capital Limited
Keel House
Garth Heads
Newcastle-upon-Tyne
NE1 2JE

Sponsor and Financial Adviser

finnCap Ltd
60 New Broad Street
London
EC2M 1JJ

Solicitor

Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU

AIFM

R&H Fund Services (Jersey) Limited
Ordnance House
31 Pier Road
St Helier
Jersey
JE4 8PW

Administrator and Secretary

R&H Fund Services Limited
20 Forth Street
Edinburgh
EH1 3LH

Auditors

Moore Stephens LLP
150 Aldersgate Street
London EC1A 4AB

Registrar

Computershare Investor Services PLC
The Pavillions
Bridgwater Road
Bristol
BS99 6ZZ

Website

www.tocpropertybackedlendingtrust.co.uk

REPORT AND FINANCIAL STATEMENTS
TOC PROPERTY BACKED LENDING TRUST PLC

General Information

TOC PROPERTY BACKED LENDING TRUST PLC

REPORT AND FINANCIAL STATEMENTS

TOC PROPERTY BACKED
LENDING TRUST PLC

AI assistant

DEVELOP NORTH PLC — Annual Report 2016

4965_10-k_2016-11-30_0d977c5b-2f7a-47ae-954e-d85634ca1546.pdf

TOC PROPERTY BACKED LENDING TRUST PLC

Report and Financial Statements

Strategic Report

Directors' Report 7

Statement of Corporate Governance 9

Board of Directors 10

Statement of Directors' Responsibilities 11

Independent Auditor's Report 12

Statement of Comprehensive Income 14

Statement of Financial Position 15

Statement of Changes in Equity 16

Cash Flow Statement 17

Notes to the Financial Statements 18

General Information 24

Chairman's Statement

Introduction

Results to 30 November 2016

Post Balance Sheet Events

Annual General Meeting

Outlook

Steve Coe

Investment Objective

Investment Policy

Statement of Principal Risks and Uncertainties

Principal Risks and Uncertainties

The Company is newly incorporated and has no operating history

The Company may not meet its investment objective or target dividend yield

Risks of real estate loan non-performance

Market conditions

Repayments of loans could be subject to the availability of refinancing options, including the availability of senior and subordinated debt

Development loans involve an increased risk of loss

Statement of Principal Risks and Uncertainties

The Company is vulnerable to risks related to non-controlling interests in the Profit Shares

Potential conflicts of interest

Viability Statement

Going Concern

Key Performance Indicators

Social, Community, Employee Responsibilities and Environmental Policy

Results

Principal Activity and Status

Going Concern

Directors

Investment Manager / Investment Adviser

Investment Manager

Investment Adviser

Dividend Policy

Authority to Make Market Purchases of Ordinary Shares

Disclosure of Information to the Auditor

Auditor

Statement Regarding the Report and Financial Statements

Recommendation

Statement of Corporate Governance

Independence

Senior Independent Director

The Board

Appointment, Re-election and Remuneration of Directors

Policy on Directors' Remuneration

Board and Directors' Performance Appraisal

The Audit Committee

The Management Engagement Committee

Steve Coe

Non-executive chairman

Stephen Black

Non-independent non-executive director

Douglas Noble

Independent non-executive director

Matt Harris

Independent non-executive director and audit chairman

Statement of Directors' Responsibilities

Independent Auditor's Report to the Members of TOC Property Backed Lending Trust plc

Opinion

Basis for opinion

Conclusions relating to going concern

Other information

Opinions on other matters prescribed by the Companies Act 2006

Matters on which we are required to report by exception

Responsibilities of directors

DEVELOP NORTH PLC Annual Report 2016