Share Issuance Progamme Summary • Registration Document • Securities Note

February 2016

Summary

Summaries are made up of disclosure requirements known as ''Elements''. These Elements are numbered in Sections A-E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Some Elements are not required to be addressed which means there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted into the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ''not applicable''.

Section A – Introduction and warnings
Element	Disclosure Requirement	Disclosure
A.1.	Warning	This summary should be read as an introduction to the Prospectus. Any decision to invest in the securities should be based on consideration of the Prospectus as a whole by the investor.
		Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.
A.2.	Subsequent resale of securities or final placement of	The Company consents to the use of the Prospectus by financial intermediaries in connection with the subsequent resale or final placements of securities by financial intermediaries.
	securities through financial intermediaries	The offer period within which any subsequent resale or final placement of securities by financial intermediaries can be made and for which consent to use the Prospectus is given commences on 4 February 2016 and closes on 3 February 2017, unless closed prior to that date.
		Any financial intermediary that uses the Prospectus must state on its website that it uses the Prospectus in accordance with the Company's consent. Intermediaries are required to provide the terms and conditions of the Intermediaries Offer to any prospective investor who has expressed an interest in participating in the Intermediaries Offer to such Intermediary.
		Information on the terms and conditions of any subsequent resale or final placement of securities by any financial intermediary is to be provided at the time of the offer by the financial intermediary.
		Section B – Issuer
Element	Disclosure Requirement	Disclosure
B.1.	Legal and commercial name	Miton UK MicroCap Trust plc.
B.2.	Domicile and legal form	The Company was incorporated in England and Wales on 26 March 2015 with registered number 9511015 as a public company limited by shares under the Act. The principal legislation under which the Company operates is the Act.

B.5.	Group description	Not applicable. The Company is not part of a group.
B.6.	Major shareholders	So far as is known to the Company by virtue of the notifications made to it pursuant to the Disclosure and Transparency Rules, as at the Latest Practicable Date, the following persons held directly or indirectly three per cent. or more of the Company's voting rights:
			Number of voting	% of voting rights
		Name	rights held	held
		Miton Group Plc Brewin Dolphin Limited Investec Wealth & Investment Limited City Of Bradford Metropolitan District Council	7,000,000 6,057,250 5,329,420 4,000,000	6.36% 5.50% 4.84% 3.63%
B.7.	Key financial information	The key figures that summarise the Company's financial condition in respect of the financial period ended 31 October 2015 are set out in the following table:
				As at 31 October
		Group		2015 £'000
		Non-current assets: Investments held at fair value through profit or loss Current assets		49,868
		Trade and other receivables Cash and cash equivalents		172 8,013
				8,185
		Current liabilities
		Trade and other payables		(401)
				(401)
		Net current assets Total net assets		7,784 57,652
		Save for the receipt and investment of the Company's IPO, there has been no significant change in the financial condition or operating results of the Company during the period from incorporation to 31 October 2015 or since 31 October 2015, being the date to which the latest financial statements of the Company have been prepared.	net	proceeds of the
B.8.	Key pro forma financial information	Not applicable. No pro forma information is included in the Prospectus.
B.9.	Profit forecast	Not applicable. No profit forecast or estimate made.
B.10.	Description of the nature of any qualifications in the audit report on the historical financial information	Not applicable. There has been no qualification in the audit report on the historical financial information provided for the Company.

B.11.	Insufficiency of working capital	Not applicable. The Company is of the opinion that it has sufficient working capital for its present requirements, that is, for at least 12 months from the date of the Prospectus.
B.34.	Investment objective	Investment objective
	and policy	The investment objective of the Company is to provide Shareholders with capital growth over the long term.
		Investment policy
	The Company invests primarily in the smallest companies, measured by their market capitalisation, quoted or traded on an exchange in the United Kingdom at the time of investment. It is likely that the majority of the MicroCap Companies held in the Company's portfolio will be quoted on AIM and will typically have a market capitalisation of less than £150 million at the time of investment. The Company may also invest in debt, warrants or convertible instruments issued by such companies and may invest in, or underwrite, future equity issues by such companies.
		The Company may utilise derivative instruments including index-linked notes, contracts for differences, covered options and other equity-related derivative instruments for efficient portfolio management, gearing and investment purposes. Any use of derivatives for investment purposes will be made on the basis of the same principles of risk spreading and diversification that apply to the Company's direct investments, as described below. The Company will not enter into uncovered short positions.
		If companies in the portfolio achieve organic growth or grow through corporate activity such as acquisitions, and consequently have a market capitalisation that would place them outside the investable universe, the Investment Manager will not be obliged to sell those holdings, but the proportion of the portfolio in such companies will be carefully monitored by the Investment Manager and the Board so that the overall investment policy to invest in the smallest quoted companies is not materially altered.
	The Company's portfolio is expected to be diversified by industry and market of activity. No single holding will represent more than 15 per cent. of Gross Assets at the time of investment and, when fully invested, the portfolio is expected to have over 120 holdings although there is no guarantee that will be the case and it may contain a lesser number of holdings at any time.
		The Company has the flexibility to invest up to 10 per cent. of its Gross Assets at the time of investment in unquoted or untraded companies, or in any one unquoted or untraded company.
		The Company will invest no more than 10 per cent. of Gross Assets at the time of investment in other investment funds.
		No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution.
B.35.	Borrowing limits	The Company may deploy borrowing to enhance long-term capital growth. Gearing will be deployed flexibly up to 15 per cent. of the Net Asset Value, at the time of borrowing. In the event this limit is breached as a result of market movements, and the Board considers that borrowing should be reduced, the Investment Manager shall be permitted to realise investments in an orderly manner so as not to prejudice Shareholders.

B.36.	Regulatory status	As a public company incorporated under the Act that carries on its business as an investment trust, the Company is not regulated as a collective investment scheme by the Financial Conduct Authority. However, it is subject to the Listing Rules, Prospectus Rules and the Disclosure and Transparency Rules and the rules of the London Stock Exchange.
B.37.	Typical investor	The Issue and each Subsequent Issue under the Share Issuance Programme is designed to be suitable for institutional investors and professionally-advised private investors seeking exposure to the smallest quoted or traded companies. The Shares may also be suitable for investors who are financially sophisticated, non-advised private investors who are capable of evaluating the risks and merits of such an investment and who have sufficient resources to bear any loss which may result from such an investment. Such investors may wish to consult an independent financial adviser who specialises in advising on the acquisition of shares and other securities before investing in shares pursuant to the Share Issuance Programme.
B.38.	Investment of 20 per cent. or more of gross assets in single underlying asset or collective investment undertaking	Not applicable. No single holding will represent more than 15 per cent. of Gross Assets at the time of investment.
B.39.	Investment of 40 per cent. or more of gross assets in another collective investment undertaking	Not applicable. No single holding will represent more than 15 per cent. of Gross Assets at the time of investment.
B.40.	Applicant's service providers	Investment Manager The Company's investment manager is Miton Trust Managers Limited (the ''Investment Manager''). The Investment Manager will be responsible for the management of the Company's portfolio in accordance with the Company's investment policy and the terms of the Management Agreement. Under the terms of the Management Agreement, the Investment Manager is entitled to a management fee together with reimbursement of reasonable expenses incurred by it in the performance of its duties. The management fee is payable monthly in arrears and is at the rate of 1 per cent. per annum of the Market Capitalisation. In addition to the basic management fee, and for so long as a Redemption Pool is in existence, the Investment Manager is also entitled to receive from the Company a fee calculated at the rate of one-twelfth of 1 per cent. per calendar month of the net asset value of the Redemption Pool on the last Business Day of the relevant calendar month. The Investment Manager has agreed that, for so long as it remains the Company's investment manager, it will rebate such part of any management fee payable to it so as to help the Company maintain an ongoing charges ratio of 2 per cent. or lower.

		Sponsor, Placing Agent and Intermediaries Offer Adviser
		Peel Hunt has agreed to act as sponsor to the Share Issuance Programme.
		Peel Hunt has agreed to use its reasonable endeavours to procure subscribers under the Placing and any Subsequent Placings. Conditional upon completion of any issue under the Share Issuance Programme, Peel Hunt is entitled to receive a commission from the Company based on the value of any Shares issued under the Share Issuance Programme.
		Administrator
		Capita Sinclair Henderson Limited has been appointed to act as the administrator of the Company. The Administrator is responsible for the Company's general administrative functions, such as the publication of the Net Asset Value and maintenance of the Company's accounting and statutory records and assists the Board to ensure that the Company complies with its continuing obligations as an investment trust company.
		Under the terms of the Administration Agreement, the Administrator is entitled to an administration fee of £70,000 per annum for the first year of the Administration Agreement, £80,000 per annum for the second year of the agreement and £96,000 per annum thereafter, in each case, exclusive of VAT.
		Registrar and Receiving Agent
		Capita Registrars Limited trading as Capita Asset Services has been appointed as the Company's registrar to provide share registration services. In addition, Capita Asset Services acts as the receiving agent of the Company to provide receiving agent duties and services in respect of the Offer for Subscription. Under the terms of the Registrar Agreement, the Registrar is entitled to customary fees. Depositary
		BNY Mellon Trust & Depositary (UK) Limited has been appointed as the Company's depositary for the purposes of the AIFM Directive. Under the terms of the Depositary Agreement, the Depositary is entitled to be paid a fee of up to 0.025 per cent. per annum of the Gross Assets, subject to a minimum annual fee of £15,000 (exclusive of VAT).
B.41.	Regulatory status of investment manager and custodian	The Investment Manager has delegated investment management to Miton Asset Management Limited. Both the Investment Manager and Miton Asset Management Limited are authorised and regulated by the FCA. The Depositary is authorised and regulated by the FCA.
B.42.	Calculation and publication of Net Asset Value	The unaudited Net Asset Value per Ordinary Share and per C Share (if any are in issue) are calculated in sterling by the Administrator on a daily basis. Such calculations are published daily, on a cum-income and ex income basis, through a Regulatory Information Service and are available through the Company's website.
B.43.	Cross liability	Not applicable. The Company is not an umbrella collective investment undertaking and as such there is no cross liability between classes or investment in another collective investment undertaking.
B.44.	No financial statements have been made up	Not applicable. The Company has commenced operations and historical financial information is included within the Prospectus.

B.45.	Portfolio	As at the Latest Practicable Date, the Company's portfolio comprised 93 investments with an aggregate value of £55.093 million.
		Rank	Company	Sector & main activity	Valuation £'000	% of net assets
		1 2 3 4	Penna Consulting Fulcrum Utility Services Bilby Cambria Automobiles	Industrials Utilities Industrials Consumer Services	2,475 2,220 1,480 1,367	4.3 3.9 2.6 2.4
		5 6 7 8	WYG Cropper (James) 32Red Kromek Group	Industrials Basic Materials Consumer Services Health Care	1,254 1,214 1,095 1,081	2.2 2.1 1.9 1.9
		9 10 11	Publishing Technology Atlantis Resources Constellation Healthcare Technologies	Technology Oil & Gas Health Care	1,050 1,022 1,018	1.8 1.8 1.8
		12	K3 Business Technology Group	Technology	1,003	1.7
		13 14 15 16	STM Group Cello Group Utilitywise Safestay	Financial Services Consumer Services Industrials Consumer Services	966 958 939 919	1.7 1.7 1.6 1.6
		17 18 19	IBEX Global Solutions International Greetings Zotefoams	Industrials Consumer Goods Basic Materials	907 859 811	1.6 1.5 1.4
		20 21 22 23	NWF Group CML Microsystems Churchill China Park Group	Industrials Technology Consumer Goods Financial Services	805 788 775 759	1.4 1.4 1.3 1.3
		24 25 26	Norcros Inland Homes Walker Crips Group	Industrials Financial Services Financial Services	757 746 743	1.3 1.3 1.3
		27 28 29 30	Fishing Republic Dekeloil Charles Taylor Character Group	Consumer Goods Consumer Goods Industrials Consumer Goods	734 733 732 730	1.3 1.3 1.3 1.3
		31 32 33	BATM Advanced Communications Gateley (Holdings) Creston	Technology Industrials Consumer Services	710 681 670	1.2 1.2 1.2
		34 35 36	Finsbury Food Group Amino Technologies Sigma Capital Group	Consumer Goods Technology Financial Services	665 648 633	1.2 1.1 1.1
		37 38 39 40	Personal Group Holdings Science In Sport Share plc Fairpoint Group	Financial Services Consumer Goods Financial Services Financial Services	632 626 620 620	1.1 1.1 1.1 1.1
			Top 40 investments Balance held in 53 equity instruments		37,445 17,648	65.4 30.8
			Total investment portfolio Other net current assets		55,093 2,160	96.2 3.8
		Net assets	Source: The Company (unaudited)		57,253	100.0
B.46.	Net Asset Value		Ordinary Share (cum-income) was 52.05 pence.	As at the Latest Practicable Date, the unaudited Net Asset Value per
			Section C – Securities
Element	Disclosure Requirement		Disclosure
C.1.	Type and class of securities	The Company has authority to issue up to 190,010,000 Ordinary Shares and/or C Shares in aggregate on a non-pre-emptive basis. The Company intends to renew and extend this authority at its next AGM. The Company is proposing to issue up to 250 million Shares as part of the Share Issuance Programme, of which the Company is targeting an initial

		issue of 60 million C Shares of nominal value £0.01 each pursuant to the Issue. The ISIN of the Ordinary Shares is GB00BWFGQ085. The SEDOL of the Ordinary Shares is BWFGQ08. The ticker for the Ordinary Shares is MICR. The ISIN of the C Shares is GB00BWFGQ200. The SEDOL of the C Shares is BWFGQ20. The ticker for the C Shares is MINC.
C.2.	Currency denomination of Shares	Sterling for both Ordinary Shares and C Shares.
C.3.	Details of share capital	Set out below is the issued share capital of the Company as at the date of this document:
			Nominal Value (£)	Number
		Ordinary Shares Management Shares	109,990 50,000	109,990,000 50,000
C.4.	Rights attaching to the Shares	The holders of the Ordinary Shares and C Shares shall only be entitled to receive, and to participate in, any dividends declared in relation to the relevant class of shares that they hold.
		On a winding-up or a return of capital by the Company, if there are C Shares in issue, the net assets of the Company attributable to the C Shares shall be divided pro rata among the holders of the C Shares. For so long as C Shares are in issue, and without prejudice to the Company's obligations under the Act, the assets attributable to the C Shares shall, at all times, be separately identified and shall have allocated to them such proportion of the expenses or liabilities of the Company as the Directors fairly consider C Shares in issue. The holders of Ordinary Shares shall be entitled to all of the Company's	to	be attributable to any
		remaining net assets after taking into account any net assets attributable to any C Shares (if any) in issue.
		The Ordinary Shares and the C Shares shall carry the right to receive notice of, attend and vote at general meetings of the Company.
		The consent of either the holders of Ordinary Shares or the holders of C Shares will be required for the variation of any rights attached to the relevant class of shares.
C.5.	Restrictions on the free transferability of the securities	There are no restrictions on the free transferability of the Ordinary Shares or C Shares, subject to compliance with applicable securities laws.
C.6.	Admission	Application will be made to the UK Listing Authority and the London Stock Exchange for all of the C Shares being offered pursuant to the Issue to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's securities. Applications will be made for all of the Ordinary Shares and C Shares to be issued pursuant to the Share Issuance Programme to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission of the C Shares offered pursuant to the Issue will become effective and that dealings for normal settlement in the C Shares will commence on 19 February 2016.	main market	for listed

		It is expected that any Subsequent Admissions as a result of Subsequent Issues will become effective and dealings will commence between 20 February 2016 and 3 February 2017. All Ordinary Shares and/or C Shares to be issued pursuant to a Subsequent Issue under the Share Issuance Programme will be allotted conditional upon Admission occurring.
C.7.	Dividend policy	The Company has no stated dividend target. The Board does not expect the income from the Company's portfolio to necessarily exceed the anticipated annual running costs of the Company and therefore would not expect the Company to pay significant, or any, dividends. To the extent that it has the available distributable income at such times, the Company will pay half yearly dividends. However, in accordance with regulation 19 of the Investment Trust (Approved Company) (Tax) Regulations 2011, the Company will not (except to the extent permitted by those regulations) retain more than 15 per cent. of its income (as calculated for UK tax purposes) in respect of an accounting period. No interim dividend was declared in respect of the period covered by the historical financial information.
C.22.	Information about the Ordinary Shares	Following the issue and any Subsequent Issues of C Shares, the investments which are attributable to the C Shares following Conversion will be merged with the Company's existing portfolio of investments. The new Ordinary Shares arising on Conversion of the C Shares will, subject to the provisions of the Articles, rank pari passu with the Ordinary Shares then in issue.
		The Ordinary Shares carry the right to receive all dividends declared by the Company or the Directors, subject to the rights of any C Shares in issue.
		On a winding-up, provided the Company has satisfied all of its liabilities and subject to the rights conferred by any C Shares in issue at that time to participate in the winding-up, the holders of Ordinary Shares will be entitled to all of the surplus assets of the Company.
		Holders of Ordinary Shares will be entitled to attend and vote at all general meetings of the Company and, on a poll, to one vote for each Ordinary Share held.
		The nominal value of the Ordinary Shares is £0.001 per Ordinary Share.
		The existing Ordinary Shares are in registered form, admitted to the premium listing segment of the Official List and are traded on the London Stock Exchange's main market for listed securities. The Company will use its reasonable endeavours to procure that, upon Conversion, the new Ordinary Shares are admitted to the premium listing segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities.
		There are no restrictions on the free transferability of the Ordinary Shares, subject to compliance with applicable securities laws.

		Section D – Risks
Element	Disclosure Requirement	Disclosure
D.2.	Key information on the key risks that are specific to the Company and its industry	There can be no guarantee that the investment objective of the Company will be achieved. The Company's performance will be affected by the general economic sentiment in the countries in which the companies it invests in operate as well as a number of other factors beyond its control. The Company will invest primarily in the smallest UK quoted or traded companies, by market capitalisation. Smaller companies can be expected, in comparison to larger companies, to have less mature businesses, a more restricted depth of management and a higher risk profile. The Company may invest in unquoted companies from time to time. Such investments, by their nature, involve a higher degree of valuation and performance uncertainties and liquidity risks than investments in listed and quoted securities and they may be more difficult to realise. The Company has no employees and is reliant on the performance of third party service providers. Failure by the Investment Manager or any other third party service provider to perform in accordance with the terms of its appointment could have a material detrimental impact on the operation of the Company. The departure of some or all of the Investment Manager's investment professionals, in particular, Gervais Williams or Martin Turner, could prevent the Company from achieving its investment objective. The past performance of the Investment Manager's investment professionals cannot be relied upon as an indication of the future performance of the Company. Delays in deployment of the proceeds of the Share Issuance Programme may have an impact on the Company's results of operations and cash flows. The Company is subject to laws and regulations enacted by national and local governments. Any change in the law and regulation affecting the Company may have a material adverse effect on the ability of the Company to carry on its business and successfully pursue its investment policy. The Company may have significant exposure to portfolio companies from certain business sectors from time to time. Greater concentration of investments in any one sector may result in greater volatility in the value of the Company's investments and consequently its NAV and may materially and adversely affect the performance of the Company and returns to Shareholders. Any change in the Company's tax status or in taxation legislation or practice generally could adversely affect the value of the investments held by the Company, or the Company's ability to provide returns to Shareholders, or alter the post-tax returns to Shareholders.

D.3.	Key information on the key risks that are specific to the Shares	The value of the Shares can fluctuate and may go down as well as up. The market price of the Shares, like shares in all investment trusts, may fluctuate independently of their underlying Net Asset Value and may trade at a discount or premium at different times, depending on factors such as supply and demand for the Shares, market conditions and general investor sentiment. It may be difficult for Shareholders to realise their investment and there may not be a liquid market in the Shares. If the Directors decide to issue further Shares, the proportions of the voting rights held by Shareholders may be diluted. * Shareholders should be aware that the operation of the redemption facility, which is entirely at the discretion of the Directors, may lead to a more concentrated and less liquid portfolio which may
		adversely affect the Company's performance and value. Further, redemptions may also adversely affect the secondary market liquidity of the Ordinary Shares. * Changes in tax law may reduce any return for investors in the
		Company.
		Section E – Offer
Element	Disclosure Requirement	Disclosure
E.1.	Proceeds and expenses of the issue	The costs and expenses of the Issue will depend on subscriptions received but have been capped at 2 per cent. of the gross proceeds of the Issue. Assuming 60 million C Shares are issued resulting in gross proceeds of £30 million, the costs and expenses of the Issue are not expected to exceed £600,000 and will be borne by holders of C Shares only. The costs and expenses of each issue of Shares under the Share Issuance Programme will depend on subscriptions received but will be capped at 2 per cent. of the gross proceeds of each such issue under the Share Issuance Programme. The costs of any issue of Ordinary Shares will be covered by issuing such Ordinary Shares at a premium to the prevailing (cum-income) Net Asset Value per Ordinary Share. The costs and expenses of any further issue of C Shares under the Share Issuance Programme will be paid out of the gross proceeds of such issue and will be borne by holders of C Shares only.
E.2.a.	Reasons for the Issue, use of proceeds and estimated net amount of proceeds	Since its IPO, the Company has invested substantially all of the net investable funds raised under its IPO in accordance with its investment objective and investment policy. The Investment Manager continues to see a strong pipeline of investment opportunities within the MicroCap sector. As a result, the Directors believe that the Share Issuance Programme offers a number of benefits for Shareholders. The Directors intend to use the net proceeds of the Issue and any Subsequent Issue under the Share Issuance Programme to acquire investments in accordance with the Company's investment objective and investment policy, including for working capital purposes. The Company is targeting an initial issue of 60 million C Shares. The costs and expenses of the Issue have been capped at 2 per cent. of the gross proceeds. On the assumption that gross proceeds of £30 million are raised through the Issue, the costs and expenses of the Issue are not expected to exceed £600,000, resulting in net proceeds of approximately £29.4 million.

E.3.	Terms and conditions of the Issue	The C Shares are being made available under the Issue at the Issue Price. The latest time and date for receipt of completed applications from Intermediaries in respect of the Intermediaries Offer is 3.00 p.m. on 16 February 2016. The latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription is 1.00 p.m. on 16 February 2016. The Placing will close at 5.00 p.m. on 16 February 2016. If the Issue is extended, the revised timetable will be notified through a Regulatory Information Service.
		The Issue is conditional, inter alia, on: (a) Admission of the C Shares to be issued pursuant to the Issue on or before 8.00 a.m. on 19 February 2016 (or such time and/or date as the Company and Peel Hunt may agree, being not later than 31 March 2016); and (b) the Share Issuance Agreement becoming unconditional in all respects (save as to Admission referred to in paragraph (a)) and not having been terminated in accordance with its terms before such Admission.
		Ordinary Shares and/or C Shares which may be made available pursuant to a Subsequent Issue under the Share Issuance Programme will be issued at the Share Issuance Programme Price. The Share Issuance Programme will open on 20 February 2016 and will close on 3 February 2017 (or any earlier date on which it is fully subscribed, as agreed between the Company and Peel Hunt). Each allotment and issue of Shares pursuant to a Subsequent Issue under the Share Issuance Programme is conditional, inter alia, on:
		(a) any Admission of Shares occurring not later than 8.00 a.m. on such other dates as may be agreed between the Company and Peel Hunt prior to the closing of each Subsequent Issue, not being later than 3 February 2017;
		(b) the Share Issuance Agreement becoming otherwise unconditional in all respects and not having been terminated on or before the date of such Admission;
		(c) the relevant Share Issuance Programme Price of Ordinary Shares being determined by the Directors;
		(d) the Company having sufficient Shareholder authorities in place to issue such Shares; and
		(e) a valid Future Summary and/or Future Securities Note being published by the Company if such is required by the Prospectus Rules.
E.4.	Material interests	Not applicable. There are no interests that are material to the Share Issuance Programme (including the Issue) and no conflicting interests.
E.5.	Name of person selling securities	Not applicable. No person or entity is offering to sell Shares as part of the Share Issuance Programme (including the Issue) and no lock-up agreements are being entered into in connection with the Share Issuance Programme (including the Issue).
E.6.	Dilution	The Issue
		Pursuant to Conversion, the C Shares issued pursuant to the Issue will convert into Ordinary Shares. The number of Ordinary Shares into which each C Share converts will be determined by the relative NAV per C Share and NAV per Ordinary Share at the Conversion Date. As a result of Conversion, the percentage of the total number of issued Ordinary Shares held by each existing holder of Ordinary Shares will be reduced to the extent that Shareholders do not acquire a sufficient number of C Shares. However, Conversion will be NAV neutral to holders of Ordinary Shares.

		The Share Issuance Programme
		The Company is seeking to issue new equity in the future pursuant to the Share Issuance Programme or otherwise. While the Act contains statutory pre-emption rights for Shareholders in relation to issues of shares in consideration for cash, the Company currently has authority to issue up to 190,010,000 Ordinary Shares and/or C Shares on a non-pre emptive basis. The Company intends to extend and renew this authority at its next AGM. Where statutory pre-emption rights are disapplied, any additional equity financing will be dilutive to those Shareholders who cannot, or choose not to, participate in such financing. The voting rights may be diluted further on conversion of any C Shares depending on the applicable Conversion Ratio.
E.7.	Estimated expenses charged to the investor by the issuer	Other than in respect of expenses of, or incidental to, the Issue which the Company intends to pay out of the proceeds of the Issue, there are no commissions, fees or expenses to be charged to investors by the Company under the Issue.
		The costs and expenses of the Issue will depend on subscriptions received but have been capped at 2 per cent. of the gross proceeds of the Issue. Assuming 60 million C Shares are issued resulting in gross proceeds of £30 million, the costs and expenses of the Issue will not exceed £600,000 and will be borne by holders of C Shares only.
		The costs and expenses of each issue of Shares under the Share Issuance Programme will depend on subscriptions received but will be capped at 2 per cent. of the gross proceeds of each such issue under the Share Issuance Programme. The costs of any issue of Ordinary Shares will be covered by issuing such Ordinary Shares at a premium to the prevailing (cum-income) Net Asset Value per Ordinary Share. The costs and expenses of any further issue of C Shares under the Share Issuance Programme will be paid out of the gross proceeds of such issue and will be borne by holders of C Shares only.

THIS REGISTRATION DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take you are recommended to seek your own financial advice immediately from an independent financial adviser who specialises in advising on shares or other securities and who is authorised under the Financial Services and Markets Act 2000 (as amended) (''FSMA'') or, if you are not resident in the UK, from another appropriately authorised independent financial adviser in your own jurisdiction.

This Registration Document, the Securities Note and the Summary together comprise a prospectus relating to Miton UK MicroCap Trust plc (the ''Company'') (the ''Prospectus'') prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (''FCA'') made pursuant to section 73A of FSMA and has been filed with the FCA in accordance with Rule 3.2 of the Prospectus Rules.

This Registration Document is valid for a period of 12 months following its publication and, save in circumstances where the Company is obliged to publish a supplementary prospectus, will not be updated. A future prospectus for any issuance of additional Shares may, for a period of up to 12 months from the date of the publication of this Registration Document, consist of this Registration Document, a Future Summary and Future Securities Note applicable to each issue and subject to a separate approval by the FCA on each issue. Persons receiving this Registration Document should read the Prospectus together as a whole and should be aware that any update in respect of a Future Summary and Future Securities Note may constitute a material change for the purpose of the Prospectus Rules.

The Company and each of the Directors, whose names appear on page 11 of this Registration Document, accept responsibility for the information contained in this Registration Document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Registration Document is in accordance with the facts and does not omit anything likely to affect the import of such information.

MITON UK MICROCAP TRUST PLC

(Incorporated in England and Wales with company no. 9511015 and registered as an investment company under section 833 of the Companies Act 2006)

REGISTRATION DOCUMENT

Investment Manager

Miton Trust Managers Limited

Sponsor, Broker, Placing Agent and Intermediaries Offer Adviser Peel Hunt LLP

Peel Hunt LLP (''Peel Hunt''), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this Registration Document) as its client and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Issue, the Share Issuance Programme and Admission and the other arrangements referred to in the Prospectus.

Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Peel Hunt does not make any representation, express or implied, in relation to, nor accepts any responsibility whatsoever for, the contents of the Prospectus or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Shares, the Issue, the Share Issuance Programme or any Admission. Peel Hunt (together with its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might otherwise have in respect of the Prospectus or any other statement.

The Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and the Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States.

Copies of this Registration Document, the Securities Note and the Summary (along with any Future Securities Note and Future Summary) will be available on the Company's website and the National Storage Mechanism of the FCA at www.morningstar.co.uk/uk/nsm.

	RISK FACTORS
	IMPORTANT INFORMATION	9
	DIRECTORS, MANAGEMENT AND ADVISERS	11
PART 1	INFORMATION ON THE COMPANY AND THE PORTFOLIO	12
PART 2	INVESTMENT CASE	18
PART 3	DIRECTORS AND MANAGEMENT	22
PART 4	FINANCIAL INFORMATION	26
PART 5	ADDITIONAL INFORMATION	46
PART 6	DEFINITIONS	66

RISK FACTORS

Investment in the Company should not be regarded as short-term in nature and involves a high degree of risk. Accordingly, investors should consider carefully all of the information set out in this Registration Document and the risks attaching to an investment in the Company including, in particular, the risks described below.

The Directors believe that the risks described below are the material risks relating to the Company at the date of this Registration Document. Additional risks and uncertainties not currently known to the Directors, or that the Directors deem immaterial at the date of this Registration Document, may also have an adverse effect on the performance of the Company.

Risks relating to the Company and its investment strategy

The Company may not meet its investment objective

The Company may not achieve its investment objective. Meeting that objective is a target but the existence of such an objective should not be considered as an assurance or guarantee that it can or will be met.

The Company has a limited operating history

The Company was incorporated on 26 March 2015 and its Ordinary Shares were admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities on 30 April 2015. As such, the Company has a limited operating history. An investment in the Company is therefore subject to all the risks and uncertainties associated with a recently established 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 Company has no employees and is reliant on the performance of third party service providers

The Company has no employees and the Directors have all been appointed on a non-executive basis. Whilst the Company has taken all reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations, the Company is reliant upon the performance of third party service providers for its executive function. In particular, the Investment Manager, the Administrator and the Registrar will be performing services which are integral to the operation of the Company. Failure by any service provider to carry out its obligations to the Company in accordance with the terms of its appointment could have a materially detrimental impact on the operation of the Company.

The past performance of other investments managed or advised by the Investment Manager or the Investment Manager's investment professionals cannot be relied upon as an indicator of the future performance of the Company. Investor returns will be dependent upon the Company successfully pursuing its investment policy. The success of the Company will depend inter alia on the Investment Manager's ability to identify, acquire and realise investments in accordance with the Company's investment policy. This, in turn, will depend on the ability of the Investment Manager to apply its investment processes in a way which is capable of identifying suitable investments for the Company to invest in. There can be no assurance that the Investment Manager will be able to do so or that the Company will be able to invest its assets on attractive terms or generate any investment returns for Shareholders or indeed avoid investment losses.

An investor may not get back the amount originally invested. The Company can offer no assurance that its investments will generate gains or income or that any gains or income that may be generated on particular investments will be sufficient to offset any losses that may be sustained.

Investor returns will be dependent upon the performance of the portfolio and the Company may experience fluctuations in its operating results

Investors contemplating an investment in the Shares should recognise that their market value can fluctuate and may not always reflect their underlying value. Returns achieved are reliant primarily upon the performance of the portfolio. No assurance is given, express or implied, that Shareholders will receive back the amount of their original investment in the Shares.

The Company may experience fluctuations in its operating results due to a number of factors, including changes in the values of investments made by the Company, changes in the amount of distributions, dividends or interest paid by companies in the portfolio, changes in the Company's operating expenses and the operating expenses of the Investment Manager, variations in and the timing of the recognition of realised and unrealised gains or losses, the degree to which the Company encounters competition and general economic and market conditions. Such variability may lead to volatility in the trading price of the Shares and cause the Company's results for a particular period not to be indicative of its performance in a future period.

Changes in laws or regulations governing the Company's operations may adversely affect the Company's business

The Company is subject to laws and regulations enacted by European, national and local governments. In particular, the Company is subject to and will be required to comply with certain regulatory requirements that are applicable to listed closed-ended investment companies. In addition, the Company is subject to the continuing obligations imposed by the UK Listing Authority on all investment companies whose shares are listed on the Official List.

European regulation includes the proposed Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/ 92/EC and Directive 2011/61/EU (''MiFID'') and the proposed Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (''MiFIR'') (MiFID and MiFIR, together ''MiFID II'') which has been timetabled to come into effect on 3 January 2017. If enacted as currently promulgated, shares in the Company (in common with all investment trusts) may be deemed to be a 'complex' investment (as defined in MiFID II), which may make it more difficult for private individual investors to buy shares in the Company in the secondary market.

Any change in the law and regulation affecting the Company may have a material adverse effect on the ability of the Company to carry on its business and successfully pursue its investment policy and on the value of the Company and the Shares. In such event, the investment returns of the Company may be materially adversely affected.

The Company's investment strategy may involve the use of leverage, which exposes the Company to risks associated with borrowings

The Company may use borrowings to seek to enhance investment returns. While the use of borrowings should enhance the total return on the Shares where the return on the Company's underlying assets is rising and exceeds the cost of borrowing, it will have the opposite effect where the return on the Company's underlying assets is rising at a lower rate than the cost of borrowing or falling, further reducing the total return on the Shares. As a result, the use of borrowings by the Company may increase the volatility of the Net Asset Value per Share.

Any reduction in the value of the Company's investments may lead to a correspondingly greater percentage reduction in its Net Asset Value (which is likely to adversely affect the price of a Share). Any reduction in the number of Shares in issue (for example, as a result of buy backs or redemptions) will, in the absence of a corresponding reduction in borrowings, result in an increase in the Company's level of gearing.

To the extent that a fall in the value of the Company's investments causes gearing to rise to a level that is not consistent with the Company's gearing policy or borrowing limits, the Company may have to sell investments in order to reduce borrowings, which may give rise to a significant loss of value compared to the book value of the investments, as well as a reduction in income from investments.

The Company will pay interest on its borrowings. As such, the Company is exposed to interest rate risk due to fluctuations in the prevailing market rates.

AIFMD

The AIFMD imposes a regime for EU managers of AIFs and in respect of marketing of AIFs in the EU. The AIFMD has been implemented in the UK by the UK AIFMD Rules. The AIFMD requires that EU AIFMs of AIFs are authorised and regulated.

The Board has appointed the Investment Manager as the AIFM of the Company. The Investment Manager is authorised and regulated by the FCA. If the Investment Manager ceases to act or becomes unable to act as the Company's AIFM, then the Company must appoint another suitably authorised person as its AIFM (an ''external AIFM'') or the Company must be its own AIFM. In order for the Company to be its own AIFM it may be required to be authorised in the United Kingdom to act as an AIFM. The Company is not currently authorised to act as an AIFM and does not intend to apply for such authorisation to the extent that it is not required to do so. In the event that, and for so long as, the Company does not have an external AIFM and is not permitted to act as an AIFM in the United Kingdom then the Company may not be able to operate or, as a minimum, the ability of the Company to operate will be adversely affected to a significant extent.

In addition, the Company is required to appoint a depositary which is currently BNY Mellon Trust & Depositary (UK) Limited. In complying with the AIFMD, the Company is likely to have higher management and operating costs than would otherwise be the case.

NMPI Regulations

On 1 January 2014 the Unregulated Collective Investment Schemes and Close Substitutes Instrument 2013 (the ''NMPI Regulations'') came into force in the UK. The NMPI Regulations extend the application of the UK regime restricting the promotion of unregulated collective investment schemes to other ''non-mainstream pooled investments'' (''NMPIs''). As a result of the NMPI Regulations, FCA authorised independent financial advisers and other financial advisers will be restricted from promoting NMPIs to retail investors who do not meet certain high net worth tests or who cannot be treated as sophisticated investors. The Company's shares fall outside the regulations which apply to non-mainstream investment products because the Company operates as an investment trust.

If the Company ceases to conduct its affairs so as to satisfy the exemption from the application of the NMPI Regulations and the FCA does not otherwise grant a waiver, the ability of the Company to raise further capital from retail investors may be affected. In this regard, it should be noted that, whilst the publication and distribution of a prospectus (including this Registration Document) is exempt from the NMPI Regulations, other communications by ''approved persons'' could be restricted (subject to any exemptions or waivers).

Risks relating to the Investment Manager

The departure of some or all of the Investment Manager's investment professionals could prevent the Company from achieving its investment objective

The Company depends on the diligence, skill, judgment and business contacts of the Investment Manager's investment professionals, in particular, Gervais Williams and Martin Turner, and the information and deal flow they generate during the normal course of their activities. The Company's future success depends on the continued service of these individuals, who are not obligated to remain employed with the Investment Manager, and the Investment Manager's ability to strategically recruit, retain and motivate new talented personnel. However, the Investment Manager may not be successful in its efforts to recruit, retain and motivate the required personnel as the market for qualified investment professionals is extremely competitive.

There can be no assurance that the Directors will be able to find a replacement manager if the Investment Manager resigns

Under the terms of the Management Agreement, the Investment Manager may resign by giving the Company not less than 12 months' written notice, such notice not to expire prior to the second anniversary of the Company's IPO. The Investment Manager shall, from the date such notice takes effect, cease to make investment decisions on behalf of the Company. The Directors would, in these circumstances, have to find a replacement manager for the Company and there can be no assurance that such a replacement with the necessary skills and experience could be appointed on terms acceptable to the Company. In this event, the Directors would have to formulate and put forward to Shareholders proposals for the future of the Company, which may include its merger with another investment company, reconstruction or winding-up.

The Investment Manager may allocate some of its resources to activities in which the Company is not engaged, which could have a negative impact on the Company's ability to achieve its investment objective

The Investment Manager is not required to commit all of its resources to the Company's affairs. Insofar as the Investment Manager devotes resources to its responsibilities to other business interests, its ability to devote resources and attention to the Company's affairs will be limited. This could adversely affect the Company's ability to achieve its investment objective, which could have a material adverse effect on the Company's profitability, Net Asset Value and Share price.

The Investment Manager and its affiliates may provide services to other clients which could compete directly or indirectly with the activities of the Company and may be subject to conflicts of interest in respect of its activities on behalf of the Company

The Investment Manager and its affiliates are involved in other financial, investment or professional activities which may on occasion give rise to conflicts of interest with the Company. In particular, the Investment Manager manages funds other than the Company and may provide investment management, investment advisory or other services in relation to these funds or future funds which may have similar investment policies to that of the Company.

The Investment Manager and its affiliates may carry on investment activities for their own accounts and for other accounts in which the Company has no interest. The Investment Manager and its affiliates also provide management services to other clients, including other collective investment vehicles. The Investment Manager and its affiliates may give advice and recommend securities to other managed accounts or investment funds which may differ from advice given to, or investments recommended or bought for, the Company, even though their investment policies may be the same or similar.

Risks relating to the Company's portfolio

MicroCap Companies

The Company will invest primarily in the smallest UK quoted or traded companies, by market capitalisation. MicroCap Companies can be expected, in comparison to larger companies, to have less mature businesses, a more restricted depth of management and a higher risk profile.

As MicroCap Companies do not generally have the financial strength, diversity and resources of larger companies, they may find it more difficult to overcome periods of economic slowdown or recession. In addition, MicroCap Companies are more likely to depend on the management talents of a founder or small group of persons and, if any such persons were to cease to be involved in the management or support of the relevant company, this could have a material adverse impact on their business and prospects and the value of the investment in them made by the Company.

In addition, the smaller market capitalisation of such companies can make the market in their shares illiquid. Prices of smaller capitalisation stocks are often more volatile than prices of larger capitalisation stocks and the risk of bankruptcy of many smaller companies (with the attendant losses to investors) is higher.

The Company may invest in securities that are not readily tradable or may hold investment positions that represent a significant multiple of the normal trading volumes of an investment, which may make it difficult for the Company to sell its investments and may lead to volatility in the market price of the Shares. Investors should not expect that the Company will necessarily be able to realise, within a period which they would otherwise regard as reasonable, its investments and any such realisations that may be achieved may be at a considerably lower price than prevailing indicative market prices.

Sectoral diversification

The Company has no limits on the amount it may invest in any sector. This may lead to the Company having significant exposure to portfolio companies from certain business sectors from time to time. Greater concentration of investments in any one sector may result in greater volatility in the value of the Company's investments and consequently its NAV and may materially and adversely affect the performance of the Company and returns to Shareholders.

Securities traded on AIM

It is expected that the majority of the Company's investible universe will comprise companies whose securities are admitted to trading on AIM. An investment by the Company in securities quoted on AIM may carry a higher risk than an investment in shares quoted on the Official List. AIM has been in existence since 1995 but its future success and liquidity in the market for securities admitted to trading on AIM cannot be guaranteed.

Unquoted companies

The Company may invest in unquoted companies from time to time. Such investments, by their nature, involve a higher degree of valuation and performance uncertainties and liquidity risks than investments in listed and quoted securities and they may be more difficult to realise.

In comparison with listed and quoted investments, unquoted companies are subject to further particular risks, including that such companies:

(a) may be subject to a higher risk of default under financing and contractual arrangements, leading to severe adverse consequences for those companies and the value of the Company's investment in them;
(b) may have limited financial resources and reduced access to financing sources;
(c) may have shorter operating histories, narrower product lines and smaller market shares, rendering them more vulnerable to competitors' actions and market conditions, as well as general economic downturns;
(d) are more likely to depend on the management talents and efforts of a founder or small group of persons and, if any such persons were to cease to be involved in the management or support of such companies, this could have a material adverse impact on their business and prospects and the investment in them made by the Company;
(e) generally have less predictable operating results and may require significant additional capital to support their operations, expansion or competitive position; and
(f) investments which are unquoted at the time of acquisition may remain unquoted and may therefore be difficult to value and/or realise.

Investment in the securities of smaller companies may involve greater risks than is customarily associated with investments in larger, more established companies. In particular, such companies may often have limited product offerings, markets or financial resources and may be dependent on a small number of key individuals.

Investments made by the Company in unquoted securities may rank behind investments made by others, which may mean that more senior ranking investors take actions outside the control of the Company which are adverse to the interests of the Company.

Liquidity risk

The Company's investments may be less liquid than larger companies traded on the London Stock Exchange and will be particularly illiquid in the case of unquoted securities. Any investment in illiquid securities may reduce the returns of the Company because it may be difficult to sell the illiquid securities at an advantageous time or price. Illiquid investments may be harder to value, especially in changing markets, and if the Company is forced to sell these investments to meet redemption requests or for other cash needs, the Company may suffer a loss.

The Company may use derivative instruments

Leverage may be generated through the use of options, futures, options on futures, swaps and other synthetic or derivative financial instruments. Such financial instruments inherently contain much greater leverage than a non-margined purchase of the underlying security or instrument. This is due to the fact that, generally, only a very small portion (and in some cases none) of the value of the underlying security or instrument is required to be paid in order to make such leveraged investments. As a result of any leverage employed by the Company, small changes in the value of the underlying assets may cause a relatively large change in the Net Asset Value of the Company. Many such financial instruments are subject to variation or other interim margin requirements, which may force premature liquidation of investment positions.

Where the Company utilises derivative instruments, it is likely to take a credit risk with regard to the parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions that generally are backed by clearing organisation guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. Accordingly, the Company's use of derivative instruments may expose the Company to greater risk and have a materially adverse effect on the Company's performance.

Cash

A small proportion of the Company's portfolio may be held in cash, depending on the Investment Manager's view on the market, from time to time. This proportion of the Company's assets will not be invested in the market and will not benefit from positive market movements. Although the Company's performance is measured in sterling, a proportion of the Company's assets may be either denominated in other currencies or be in investments with currency exposure.

Economic conditions

Changes in economic conditions in the UK where the Company predominantly invests (for example, interest rates and rates of inflation, industry conditions, competition, political and diplomatic events and other factors) could substantially and adversely affect the Company's prospects.

No benchmark

The Company does not propose to follow any benchmark. Accordingly, the portfolio of investments held by the Company will not mirror the stocks and weightings that constitute any particular index or indices, which may lead to the Shares failing to follow either the direction or extent of any moves in the financial markets generally (which may or may not be to the advantage of Shareholders). The Shares are an unsuitable investment for those who seek investments in some way correlated to a stock market index.

Risks relating to taxation

Investment trust status

It is the intention of the Directors to conduct the affairs of the Company so as to satisfy the conditions for approval as an investment trust under Chapter 4 of Part 24 of the Corporation Tax Act 2010. A failure to maintain HMRC approval as an investment trust, including as a result of a change in tax law or practice could result in the Company not being able to benefit from the current exemption for investment trusts from UK tax on chargeable gains and could affect the Company's ability to provide returns to Shareholders. It is not possible to guarantee that the Company will remain non-close, which is a requirement to maintain status as an investment trust, as the Shares are freely transferable. The Company, in the unlikely event that it becomes aware that it is a close company, or otherwise fails to meet the criteria for approval as an investment trust company, will, as soon as reasonably practicable, notify Shareholders of this fact.

Changes in taxation legislation or practice may adversely affect the Company and the tax treatment for Shareholders investing in the Company

Changes in tax legislation or practice, whether in the UK or elsewhere, could affect the value of investments held by the Company, affect the ability of the Company to provide returns to Shareholders, and affect the tax treatment for Shareholders of their investments in the Company.

Investors should consult their tax advisers with respect to their particular tax situation and the tax effects of an investment in the Company. Statements in this Registration Document concerning the taxation of investors or prospective investors in Shares are based on current tax law and practice, each of which is potentially subject to change. The value of particular tax reliefs, if available, will depend on each individual Shareholder's circumstances. This Registration Document is not a substitute for independent tax advice.

IMPORTANT INFORMATION

General

This Registration Document should be read in its entirety, along with the Summary and the Securities Note and any Future Summary and Future Securities Note, before making any application for Shares. Prospective investors should rely only on the information contained in this Registration Document (together with the Summary and the Securities Note or any Future Summary and Future Securities Note).

Investors should rely only on the information contained in the Prospectus. No person has been authorised to give any information or make any representations other than as contained in the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Investment Manager, Administrator, Depositary or Peel Hunt or any of their respective affiliates, officers, directors, employees or agents. Without prejudice to the Company's obligations under the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules, neither the delivery of the Prospectus nor any subscription for or purchase of Shares made pursuant to the Share Issuance Programme shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct as at any time subsequent to, the date of the Prospectus.

Apart from the liabilities and responsibilities, if any, which may be imposed on Peel Hunt by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Peel Hunt does not make any representation, express or implied, nor accepts any responsibility whatsoever for, the contents of the Prospectus nor for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Shares, the Share Issuance Programme or any Admission. Peel Hunt (together with its respective affiliates) accordingly, to the fullest extent permitted by law, disclaims all and any liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might otherwise have in respect of the Prospectus or any other statement.

All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Memorandum of Association and the Articles which investors should review. A summary of the Articles is contained in paragraph 3 of Part 5 of this Registration Document under the section headed ''Articles of Association''.

Statements made in this Registration Document are based on the law and practice in force in England and Wales as at the date of this Registration Document and are subject to changes therein.

Forward-looking statements

This Registration Document contains forward-looking statements including, without limitation, statements containing the words ''believes'', ''estimates'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'', or ''should'' or, in each case, their negative or other variation or similar expressions. Such forward-looking statements involve unknown risk, uncertainties and other factors which may cause the actual results, financial condition, performance or achievement of the Company, or industry results, to be materially different from future results, financial condition, performance or achievements expressed or implied by such forward-looking statements.

Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as at the date of this Registration Document. Subject to its legal and regulatory obligations, the Company expressly disclaims any obligation to update or revise any forward-looking statement contained herein to reflect changes in expectations with regard thereto or any change in events, conditions, or circumstances on which any statement is based, unless required to do so by law or any appropriate regulatory authority, including FSMA, the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules.

Past or projected performance is not necessarily indicative of future results, and there can be no assurance that the Company or its portfolio will achieve comparable results to those presented herein, that the Company or the Investment Manager will be able to implement their investment strategies or achieve their investment objectives or that the returns generated by any investments by the Company will equal or exceed any past or projected returns presented herein.

No assurance, representation or warranty is made by any person that any of the targets or estimated future returns set forth herein will be achieved and no recipient of this information should rely on such targets or estimated future returns set forth herein. Nothing contained herein may be relied upon as a guarantee, promise or forecast or a representation of the future.

DIRECTORS, MANAGEMENT AND ADVISERS

Directors	Andy Pomfret (Non-executive Chairman) Peter Dicks (Non-executive Director) Jan Etherden (Non-executive Director) Ashe Windham (Non-executive Director) all independent and all of the registered office below
Registered Office	Beaufort House 51 New North Road Exeter EX4 4EP Telephone: +44 (0)1392 477 500
Sponsor, Broker, Placing Agent and Intermediaries Offer Adviser	Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET
Investment Manager and AIFM	Miton Trust Managers Limited 6th Floor, Paternoster House 65 St. Paul's Churchyard London EC4M 8AB
Company Secretary	Capita Company Secretarial Services Limited 40 Dukes Place London EC3A 7NH
Administrator	Capita Sinclair Henderson Limited Beaufort House 51 New North Road Exeter EX4 4EP
Legal Adviser to the Company	Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH
Legal Adviser to the Sponsor, Broker, Placing Agent and Intermediaries Offer Adviser	Wragge Lawrence Graham & Co LLP 4 More London Riverside London SE1 2AU
Auditors and Reporting Accountant	Ernst & Young LLP 1 More London Place London SE1 2AF
Depositary	BNY Mellon Trust & Depositary (UK) Limited 160 Queen Victoria Street London EC4V 4LA
Registrar	Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Receiving Agent	Capita Asset Services Corporate Actions The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

PART 1 INFORMATION ON THE COMPANY AND THE PORTFOLIO

Miton UK MicroCap Trust plc is a closed-ended investment company incorporated on 26 March 2015 in England & Wales with an indefinite life and registered as an investment company under Section 833 of the Act. The Company carries on business as an investment trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010.

Investment objective

The investment objective of the Company is to provide Shareholders with capital growth over the long term.

Investment policy

The Company invests primarily in the smallest companies, measured by their market capitalisation, quoted or traded on an exchange in the United Kingdom at the time of investment. It is likely that the majority of the MicroCap Companies held in the Company's portfolio will be quoted on AIM and will typically have a market capitalisation of less than £150 million at the time of investment. The Company may also invest in debt, warrants or convertible instruments issued by such companies and may invest in, or underwrite, future equity issues by such companies.

The Company may utilise derivative instruments including index-linked notes, contracts for differences, covered options and other equity-related derivative instruments for efficient portfolio management, gearing and investment purposes. Any use of derivatives for investment purposes will be made on the basis of the same principles of risk spreading and diversification that apply to the Company's direct investments, as described below. The Company will not enter into uncovered short positions.

If companies in the portfolio achieve organic growth or grow through corporate activity such as acquisitions, and consequently have a market capitalisation that would place them outside the investable universe, the Investment Manager will not be obliged to sell those holdings, but the proportion of the portfolio in such companies will be carefully monitored by the Investment Manager and the Board so that the overall investment policy to invest in the smallest quoted companies is not materially altered.

The Company's portfolio is expected to be diversified by industry and market of activity. No single holding will represent more than 15 per cent. of Gross Assets at the time of investment and, when fully invested, the portfolio is expected to have over 120 holdings although there is no guarantee that will be the case and it may contain a lesser number of holdings at any time.

The Company has the flexibility to invest up to 10 per cent. of its Gross Assets at the time of investment in unquoted or untraded companies, or in any one unquoted or untraded company.

The Company will invest no more than 10 per cent. of Gross Assets at the time of investment in other investment funds.

Borrowing policy

The Company may deploy borrowing to enhance long-term capital growth. Gearing will be deployed flexibly up to 15 per cent. of the Net Asset Value, at the time of borrowing. In the event this limit is breached as a result of market movements, and the Board considers that borrowing should be reduced, the Investment Manager shall be permitted to realise investments in an orderly manner so as not to prejudice Shareholders.

No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution.

Investment strategy

Companies in the portfolio will be selected on the basis of their merits rather than their weighting in any particular benchmark or index. Potential investments will be assessed against key criteria including their growth prospects, market positions, quality of management and financial strength and risk profile.

Investment portfolio

As at the Latest Practicable Date, the Company's portfolio comprised 93 investments with an aggregate value of £55.093 million.

			Valuation	% of net
Rank	Company	Sector & main activity	£'000	assets
1	Penna Consulting	Industrials	2,475	4.3
2	Fulcrum Utility Services	Utilities	2,220	3.9
3	Bilby	Industrials	1,480	2.6
4	Cambria Automobiles	Consumer Services	1,367	2.4
5	WYG	Industrials	1,254	2.2
6	Cropper (James)	Basic Materials	1,214	2.1
7	32Red	Consumer Services	1,095	1.9
8	Kromek Group	Health Care	1,081	1.9
9	Publishing Technology	Technology	1,050	1.8
10	Atlantis Resources	Oil & Gas	1,022	1.8
11	Constellation Healthcare Technologies	Health Care	1,018	1.8
12	K3 Business Technology Group	Technology	1,003	1.7
13	STM Group	Financial Services	966	1.7
14	Cello Group	Consumer Services	958	1.7
15	Utilitywise	Industrials	939	1.6
16	Safestay	Consumer Services	919	1.6
17	IBEX Global Solutions	Industrials	907	1.6
18	International Greetings	Consumer Goods	859	1.5
19	Zotefoams	Basic Materials	811	1.4
20	NWF Group	Industrials	805	1.4
21	CML Microsystems	Technology	788	1.4
22	Churchill China	Consumer Goods	775	1.3
23	Park Group	Financial Services	759	1.3
24	Norcros	Industrials	757	1.3
25	Inland Homes	Financial Services	746	1.3
26	Walker Crips Group	Financial Services	743	1.3
27	Fishing Republic	Consumer Goods	734	1.3
28	Dekeloil	Consumer Goods	733	1.3
29	Charles Taylor	Industrials	732	1.3
30	Character Group	Consumer Goods	730	1.3
31	BATM Advanced Communications	Technology	710	1.2
32	Gateley (Holdings)	Industrials	681	1.2
33	Creston	Consumer Services	670	1.2
34	Finsbury Food Group	Consumer Goods	665	1.2
35	Amino Technologies	Technology	648	1.1
36	Sigma Capital Group	Financial Services	633	1.1
37	Personal Group Holdings	Financial Services	632	1.1
38	Science In Sport	Consumer Goods	626	1.1

39 40	Share plc Fairpoint Group	Financial Services Financial Services	620 620	1.1 1.1

Top 40 investments Balance held in 53 equity instruments			37,445 17,648	65.4 30.8
Total investment portfolio			55,093	96.2
	Other net current assets		2,160	3.8
Net assets			57,253	100.0

Source: The Company (unaudited)

As at the close of business on the Latest Practicable Date, the Company's portfolio exposure by sector was as follows:

Sector	% of portfolio
Industrials	25.9
Technology	15.7
Consumer Services	14.3
Financial Services	13.8
Consumer Goods	9.5
Basic Materials	7.7
Healthcare	7.2
Utilities	4.0
Oil and Gas	1.9
Total	100.0

Source: The Company (unaudited)

As at the Latest Practicable Date, the Company's portfolio by asset allocation was as follows:

Classification	% of portfolio
AIM	85.3
FTSE Small Cap Index	7.6
FTSE Fledgling Index	5.4
Other UK equities	1.7
Total	100.0

Source: The Company (unaudited)

As at the Latest Practicable Date, the Company's portfolio by spread of investment income was as follows:

% of portfolio
76.1
9.7
9.6
4.6
100.0

The Company (unaudited)

Dividend policy

The Company has no stated dividend target. The Board does not expect the income from the Company's portfolio to necessarily exceed the anticipated annual running costs of the Company and therefore would not expect the Company to pay significant, or any, dividends. To the extent that it has the available distributable income at such times, the Company will pay half yearly dividends. However, in accordance with regulation 19 of the Investment Trust (Approved Company) (Tax) Regulations 2011, the Company will not (except to the extent permitted by those regulations) retain more than 15 per cent. of its income (as calculated for UK tax purposes) in respect of an accounting period.

No interim dividend was declared in respect of the period covered by the historical financial information.

Share rating management

The Board considers that it would be undesirable for the market price of the Ordinary Shares to diverge significantly from their Net Asset Value.

Premium management

No Ordinary Shares will be issued at a price less than the (cum income) Net Asset Value per existing Ordinary Share at the time of their issue. C Shares (if any) issued pursuant to this authority will be issued at 50 pence per C Share. Investors should note that the issuance of new Shares is entirely at the discretion of the Board, and no expectation or reliance should be placed on such discretion being exercised on any one or more occasions or as to the proportion of new Shares that may be issued.

Treasury shares

The Act allows companies to hold shares acquired by way of market purchase as treasury shares, rather than having to cancel them. This would give the Company the ability to re-issue Ordinary Shares quickly and cost effectively, thereby improving liquidity and providing the Company with additional flexibility in the management of its capital base. No Ordinary Shares will be sold from treasury at a price less than the (cum income) Net Asset Value per existing Ordinary Share at the time of their sale unless they are first offered pro rata to existing Shareholders.

Discount management

The Company may seek to address any significant discount to NAV at which its Ordinary Shares may be trading by purchasing its own Ordinary Shares in the market on an ad hoc basis.

The Directors currently have the authority to make market purchases of up to 14.99 per cent. of the Ordinary Shares in issue at the time of the Company's IPO and intend to renew this authority at the Company's next AGM. The maximum price (exclusive of expenses) 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 values of 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 for the Ordinary Shares. Ordinary Shares will be repurchased only at prices below the prevailing NAV per Ordinary Share, which should have the effect of increasing the NAV per Ordinary Share for remaining Shareholders.

It is intended that a renewal of the authority to make market purchases will be sought from Shareholders at each annual general meeting of the Company. Purchases of Ordinary Shares will be made within guidelines established from time to time by the Board. Any purchase of Ordinary Shares would be made only out of the available cash resources of the Company. Ordinary Shares purchased by the Company may be held in treasury or cancelled.

Purchases of Ordinary Shares may be made only in accordance with the Act, the Listing Rules and the Disclosure and Transparency Rules.

Investors should note that the repurchase of Ordinary Shares is entirely at the discretion of the Board and no expectation or reliance should be placed on such discretion being exercised on any one or more occasions or as to the proportion of Ordinary Shares that may be repurchased.

Redemption facility

The Company has a redemption facility through which Ordinary Shareholders will be entitled to request the redemption of all or part of their holding of Ordinary Shares on an annual basis. The first Redemption Point for the Ordinary Shares will be 29 April 2016.

Details of the redemption procedure are set out in Part 4 of the Securities Note accompanying this Registration Document. A general summary of UK tax treatment of redemptions and share buybacks can also be found in Part 5 of the Securities Note accompanying this Registration Document. In particular, individuals and certain trustees who are liable to UK income tax should note that a redemption of Ordinary Shares could result in higher tax charges than would arise if the Ordinary Shares were sold in the market to a third party.

Net Asset Value

The unaudited Net Asset Value per Ordinary Share (and per C Share, where applicable) are calculated in sterling by the Administrator on a daily basis. Such calculations are published daily, on a cum-income and ex-income basis, through a Regulatory Information Service and are available through the Company's website.

The Net Asset Value is the value of all assets of the Company less liabilities to creditors (including provisions for such liabilities) determined in accordance with the Association of Investment Companies' valuation guidelines and in accordance with applicable accounting standards. Publicly traded securities are valued by reference to their bid price or last traded price, if applicable, on the relevant exchange. Where trading in the securities of an investee company is suspended, the investment is valued at the Board's estimate of its net realisable value. Unquoted investments are valued by the Board. In making its valuations, the Board takes into account, where appropriate, latest dealing prices, valuations from reliable sources, asset values and other relevant factors. If the Directors consider that any of the above bases of valuation are inappropriate in any particular case, or generally, they may adopt such other valuation procedures as they consider reasonable in the circumstances.

The Directors may temporarily suspend the calculation, and publication, of the Net Asset Value during a period when, in the opinion of the Directors:

(i) there are political, economic, military or monetary events or any circumstances outside the control, responsibility or power of the Board, and disposal or valuation of investments of the Company or other transactions in the ordinary course of the Company's business is not reasonably practicable without this being materially detrimental to the interests of Shareholders or if, in the opinion of the Board, the Net Asset Value cannot be fairly calculated;
(ii) there is a breakdown of the means of communication normally employed in determining the calculation of the Net Asset Value; or
(iii) it is not reasonably practicable to determine the Net Asset Value on an accurate and timely basis.

Any suspension in the calculation of the Net Asset Value, to the extent required under the Articles or by the Listing Rules, will be notified through a Regulatory Information Service as soon as practicable after any such suspension occurs.

Meetings, reports and accounts

The Company will hold its first annual general meeting in 2016 and will then hold an annual general meeting each year thereafter. The annual report and accounts of the Company will be made up to 30 April in each year with copies expected to be sent to Shareholders within the following four months. The first annual report will be prepared to 30 April 2016. The Company will also publish unaudited half-yearly reports to 31 October with copies expected to be sent to Shareholders within the following two months.

The Company's financial statements will be prepared in accordance with IFRS.

The Company will not adopt a formal benchmark but, for comparison, it is intended that the return on the FTSE Small Cap Index, the FTSE Fledgling Index and the Numis 1000 (including AIM but excluding investment companies) Index will be published on the monthly factsheet and in the Company's annual and interim reports. Returns may diverge from either of these indices for a significant period.

The Takeover Code

The Takeover Code applies to the Company.

Given the existence of the buyback powers described in the paragraphs above, there are certain considerations that Shareholders should be aware of with regard to the Takeover Code.

Under Rule 9 of the Takeover Code, any person who acquires shares which, taken together with shares already held by him or shares held or acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, when any person or persons acting in concert already hold more than 30 per cent. but not more than 50 per cent. of the voting rights of such company, a general offer will normally be required if any further shares increasing that person's percentage of voting rights are acquired.

Under Rule 37 of the Takeover Code when a company purchases its own voting shares, a resulting increase in the percentage of voting rights carried by the shareholdings of any person or group of persons acting in concert will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code. A shareholder who is neither a director nor acting in concert with a Director will not normally incur an obligation to make an offer under Rule 9 of the Takeover Code in these circumstances.

However, under note 2 to Rule 37 of the Takeover Code where a shareholder has acquired shares at a time when he had reason to believe that a purchase by the company of its own voting shares would take place, then an obligation to make a mandatory bid under Rule 9 of the Takeover Code may arise.

The buyback powers could have implications under Rule 9 of the Takeover Code for Shareholders with significant shareholdings. The buyback powers should enable the Company to anticipate the possibility of such a situation arising. Prior to the Board implementing any share buyback the Board will seek to identify any Shareholders who they are aware may be deemed to be acting in concert under note 1 of Rule 37 of the Takeover Code and will seek an appropriate waiver in accordance with note 2 of Rule 37. However, neither the Company, nor any of the Directors, nor the Investment Manager will incur any liability to any Shareholder(s) if they fail to identify the possibility of a mandatory offer arising or, if having identified such a possibility, they fail to notify the relevant Shareholder(s) or if the relevant Shareholder(s) fail(s) to take appropriate action.

Taxation

Potential investors are referred to Part 5 of the Securities Note accompanying this Registration Document which contains a general summary of certain UK tax considerations relating to the acquisition, holding and disposal of Ordinary Shares and C Shares. That summary, which is based on current UK law and the current published practice of HMRC, does not constitute tax advice. Investors who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the UK are strongly advised to consult their own professional advisers.

Risk factors

The Company's business is dependent on many factors and potential investors should read the whole of this Registration Document and in particular the section entitled ''Risk Factors'' on pages 3 to 8.

PART 2

INVESTMENT CASE

UK MicroCap equities have been out of favour in recent decades

The Investment Manager believes that, since the mid-1980s, two trends have led to investors allocating more equity investment to larger listed companies. First, the deregulation of developed world credit markets enhanced economic growth and, in turn, created a favourable environment for companies both large and small to grow. Secondly, increased globalisation of the world economy, in the Investment Manager's opinion, led many investors to seek exposure to international growth trends through investing in London listed companies which are seen to have international operations and a material proportion of their revenues and profits originating outside the United Kingdom. These companies have tended to be identified amongst the larger listed companies, with MicroCap Companies and smaller cap companies generally not identified with the globalisation trend and being seen as more domestically focussed in their operations. As can be seen from the graph below (Figure 1), the Investment Manager believes that this preference for larger companies can partly be identified from the outperformance of the FTSE All-Share Index versus indices representing Smaller and MicroCap Companies from the 1 January 1988 to 31 December 2014.

Source: Numis Securities; Elroy Dimson and Paul Marsh (London Business School) * Formerly RBS Hoare Govett Smaller Companies Index

MicroCap Companies potentially offer greater growth prospects over the longer term and in times of extended weak economic growth

The Investment Manager believes that the world economy has suffered from lower rates of GDP growth since the onset of the financial crisis during 2007 and 2008, with growth still below the precrisis trend despite low central bank interest rates and other central bank monetary support, such as from the Federal Reserve, European Central Bank and Bank of England. In the Investment Manager's opinion this has impacted negatively on the previously supportive economic environment for larger companies. In addition, it is evident that many larger companies are struggling to find attractive areas to deploy excess cashflow, such as through investment in capital expenditure, given the relatively large cash balances many are carrying on their balance sheets. Both of these factors will make it more difficult for companies, particularly larger companies, to generate organic revenue growth and therefore will limit growth in profits and cashflow. During 2015, eight companies which are components of the FTSE100 index have cut their dividends evidencing the greater pressure larger companies are facing to maintain earnings and therefore dividends. The Investment Manager believes that the ability of MicroCap Companies to grow their earnings and share prices, in a world where many companies will find credit harder to access, is a key feature amongst their attractions. The Investment Manager believes that AIM-listed and other genuinely smaller quoted companies can use the capital allocated to them by investors to make a real difference to their productive capacity, and thus their returns, in a manner that mid-sized and larger companies will find harder to emulate.

The Investment Manager believes that before what it terms the 'credit boom', starting approximately in the late 1980s, there was a period from the mid-1950s to the late 1980s of more difficult economic conditions during which UK listed smaller company and MicroCap Company returns materially outperformed those of the wider UK stockmarket. As illustrated in the graph below (Figure 2), taking the Numis 1000 Index as representation of UK MicroCap Companies this shows that £1 invested in MicroCap stocks would have grown by 1,112 per cent. by the end of 1988, versus 436 per cent. for the Numis Smaller Companies Index and 76 per cent. for the FTSE All-Share Index

Figure 2 – Performance of Numis 1000 v. Numis Smaller Companies* v. FTSE All Share Indices 1955 – 1988

Source: Numis Smaller Companies Index Q3 Review 2012 *Formerly RBS Hoare Govett Smaller Companies Index

Capturing the illiquidity premium

The Company is a closed-ended fund and can therefore maintain a long-term view to capture the illiquidity premium from the returns of MicroCap Companies. In the Investment Manager's view, the least liquid MicroCap Companies (measured by trading volumes in their quoted share capital) offer some of the best returns of all smaller companies.

Investing through a closed-ended investment fund opens up the widest investment universe. Such an approach may be harder for open-ended funds with daily inflows or outflows to prudently follow and enables the Investment Manager to remain fully-invested, or potentially geared, if that is judged to be in the interests of Shareholders.

Significant MicroCap investment universe rewarding active managers

The Investment Manager believes that the universe of MicroCap Companies is large and many are under-researched. The Investment Manager believes it has amongst the best investor access to MicroCap Companies and their managements as well as a demonstrable track-record of delivering superior returns through genuine small-cap investment. The Investment Manager adopts a research intensive approach, complemented by an active programme of meeting company management teams. The Company will not target a specific number of holdings but the Investment Manager expects that the number of positions will typically be in excess of 120 although there is no guarantee that this will always be the case.

A complementary investment to many existing smaller company funds or investment trusts

The Investment Manager believes the Company is differentiated by its focus on genuinely smaller companies in contrast with many other funds or investment trusts where the focus of investment tends to be on larger smaller companies, with relatively low exposure to genuinely small, MicroCap Companies. The mandate of these funds may specifically exclude investment in companies quoted on AIM.

Whilst the Investment Manager believes that the smallest quoted companies in the UK can deliver some of the most attractive long-term returns of any group of UK companies, it has historically been difficult for many investors to access this part of the small-cap market, and to get sizable and diversified exposure. In addition, the universe of smaller companies is significantly more diversified by sector than the principal larger company indices.

Diversified portfolio

The Investment Manager believes that the Company's portfolio offers Shareholders the potential for wider stock diversification. In particular, the Company's investment policy enables wider sectorial participation than in the FTSE 100, given its significant exposure to mainstream banks, pharmaceutical and tobacco holdings. In addition, it allows the Company to invest in nascent areas outside the larger indices, for example internet gaming and mobile applications. This diversification, in the Investment Manager's view, minimises stock-specific and sectoral risk.

Outlook

The period since the Company's launch has turned out to be a difficult one for dividend growth for UK listed companies. Eight FTSE100 constituents announced dividend cuts during 2015. In addition, some other FTSE100 companies that paid higher than average dividend yields, such as Amlin and Friends Life, have been acquired since the Company's launch, further diminishing the number of FTSE100 companies generating relatively high and growing dividend income. In aggregate, the FTSE100 stocks generating dividend growth are now largely matched by those cutting their dividends. The net effect is that dividend growth across the mainstream UK market has generally stagnated.

In the Investment Manager's opinion many smaller companies appear to have better prospects than larger companies. In part, this reflects the fact that smaller quoted companies, in general, have not been under pressure to pay such generous dividends in the past, so they often have better dividend cover. In addition, many smaller companies have less debt on their balance sheets, and so have less need of retaining their cash flow to repay debt. Finally, many smaller quoted companies have greater prospects for expansion in their underlying markets given, in part, their relatively small market positions versus larger companies and therefore have scope to generate some growth in their operations even at times when the world economy is more constrained.

Although the dividends paid by the companies held in the portfolio are still overall relatively modest, it is anticipated that many of the companies in the Company's portfolio will go on to generate growth in their cash flow over the medium-term, and, in part, this has the potential to result in more sizeable dividend payments over time.

Further, the Investment Manager believes the valuation differential between large and smaller companies continues to suggest many MicroCap Companies are standing on sub-normal valuations, providing excellent opportunities for investment managers focussed on stock-specific selection to add value to their underlying investment portfolios.

Investment strategy

The Investment Manager adopts a bottom-up investment approach with a highly diversified portfolio of smaller quoted companies. The Company's investment strategy favours stocks with real potential for productivity growth, with risk moderated by placing emphasis on those with relatively strong balance sheets and good management. The Investment Manager has a good track record in selecting these companies, which often have a relatively low profile and may be neglected by the wider market, as there is often little available research on them. Superior productivity growth is anticipated to lead to better cash flow generation in time, and the longer-term expectation is that many of these kinds of companies will ultimately move towards paying good and growing dividends.

The Investment Manager's investment selection process

The Investment Manager meets with a wide range of companies on a regular basis and believes such meetings are an important part of analysing and understanding companies ahead of making an investment decision. Given the Investment Manager is a well-established fund management company it believes that it can achieve access to the management of most of the companies it wishes to meet.

There are five criteria the Investment Manager uses to select portfolio holdings:

The prospect of turnover growth: if a business is to sustain and grow, then the portfolio needs to invest in companies that will generate more cash in the coming years. Without decent turnover growth this is near-impossible to achieve.

Sustained or improving margins: a business needs to deliver significant value to its customer base if it is to sustain decent margins. Unexpected cost increases cannot be charged on to customers if they are not well satisfied with their suppliers. Turnover growth will not lead to improved cash generation if declining margins offset it.

A forward-looking and experienced management team: businesses often need to make commercial decisions on incomplete information. A thoughtful and forward-looking team has a better chance of making better decisions.

Robust balance sheet: there are disproportionate advantages to having the independence of a strong balance sheet in a period of elevated economic and political risks. Conversely, corporates with imprudent borrowings can risk the total loss of shareholders' capital.

Low expectation valuation: many of the more exciting stocks enjoy higher stock market valuations but almost none can consistently beat the higher expectations baked in to their share prices. Those with low expectations tend to be less vulnerable to disappointment, but conversely can enjoy excellent share price performance if they surprise on the upside.

Companies that best meet these criteria on a prospective basis are believed to be best positioned to deliver attractive returns to Shareholders, as well as offering moderated risk.

These criteria, used in reverse, can also be useful in determining the timing of portfolio stocks that should be considered for divestment. A business in danger of suffering a period of turnover declines, for example, would naturally be expected to generate less cash flow in future years.

PART 3 DIRECTORS AND MANAGEMENT

Directors

The Directors are responsible for the determination of the Company's investment policy and strategy and have overall responsibility for the Company's activities including the review of investment activity and performance and the control and supervision of the Investment Manager. All of the Directors are non-executive and are independent of the Investment Manager.

The Directors will meet at least four times per annum, and the Audit Committee will meet at least twice per annum.

The Directors are as follows:

Andrew (Andy) David Pomfret (Chairman) (aged 55)

Andy spent over 13 years with Kleinwort Benson as a corporate financier, venture capitalist and finance director of the investment management and private banking division. In 1999 he joined Rathbone Brothers Plc as finance director, and served as chief executive from 2004 until February 2014. He is currently a director of the Wealth Management Association, a member of the Prudential Regulatory Authority's Practitioner Panel and a non-executive director of Aberdeen New Thai Investment Trust plc, Old Mutual Wealth Management Limited, Interactive Investor plc, Graphite Enterprise Trust plc and Sanne Group plc.

Peter Frederick Dicks (aged 73)

Peter was a founder director of Abingworth plc in 1973, a venture capital investment company, mainly investing in the USA, but also in the UK, where he worked from 1973 to 1991. Since then he has been non-executive director or chairman of a number of companies. He is currently chairman of Private Equity Investor plc, Unicorn Aim VCT plc and SVM UK Emerging Fund plc and a non-executive director of Graphite Enterprise Trust plc, Mears Group plc, Interactive Investor plc and Foresight Solar Fund Limited. Peter chairs the Audit Committee.

Jeannette (Jan) Elaine Etherden (aged 55)

Jan started in 1983 as a research analyst at Confederation Life (acquired by Sun Life of Canada in 1994) and was Head of UK Equities from 1991. In 1996 she moved to Newton Investment Management Limited as a multi-asset fund manager. She was appointed a Director of Newton Investment Management Limited in 1997 and additionally was Chief Operating Officer, Investments from 1999 until her resignation in 2001. From January 2004 to January 2006 she was Business Development Manager for the Candela Fund at Olympus Capital Management. She has been a non-executive director of Ruffer Investment Company Limited since 1 July 2004 and of TwentyFour Income Fund Limited since February 2013.

Ashe George Russell Windham, CVO (aged 58)

Ashe joined Barclays de Zoete Wedd (''BZW'') in 1987 as an institutional equities salesman and was appointed a Director of BZW's Equities Division in 1991. He joined Credit Suisse First Boston in 1997 when they acquired BZW's equities business. In 2004 he joined Man Investments as Head of Internal Communications and in 2007 became Man Group's Global Head of Internal Communications. In June 2009 he resigned from Man Group plc to set up a private family office. Ashe is the Chairman and a non-executive director of Ruffer Investment Company Limited and a non-executive director of EFG Asset Management (UK) Ltd.

Investment Manager

The Company's investment manager is Miton Trust Managers Limited, a subsidiary company of Miton Group plc, an AIM-quoted asset management firm.

Originally conceived and founded in 2001 as a private client investment manager, the Investment Manager's group has expanded both geographically and in the range and scale of activities offered within the financial services industry. In 2004, Miton Group plc floated on AIM as iimia Investment Group plc. The Miton group has undergone a number of name changes since then that reflect, in part, the development in the group through acquisitions: iimiaMitonOptimalplc (October 2007), Midas Capital plc (March 2008), MAM Funds plc (July 2010) and Miton Group plc (January 2013).

Since autumn 2009, the Investment Manager's group has concentrated on the provision of fund management services to institutional and professional clients. The Investment Manager's group currently manages various UK and Irish based open-ended funds and investment trusts and a small number of segregated accounts.

As at 31 December 2015, the Investment Manager's group had total funds under management of approximately £2.78 billion.

The Investment Manager has delegated investment management to Miton Asset Management Limited. Both the Investment Manager and Miton Asset Management Limited are authorised and regulated by the FCA and as such are subject to its rules in the conduct of their investment business.

Gervais Williams, the Managing Director of Miton Group plc, is the lead manager of the Company's portfolio. Martin Turner is the fund manager.

Gervais Williams

Gervais joined Miton Group plc on 1 March 2011. Gervais has been an equity portfolio manager since 1985. His career includes 5 years with Throgmorton Investment Management (later part of the Framlington Group), 3 years with Thornton Investment Management (part of Dresdner Bank) and 17 years with Gartmore Group Ltd where he was head of UK Small Companies investing in UK smaller companies and Irish equities. At Gartmore, Gervais managed the Gartmore Growth Opportunities and Gartmore Irish Growth funds, and co-managed the Gartmore Fledgling Trust.

He won Investor of the Year as awarded by Grant Thornton at their Quoted Company dinner in both 2009 and 2010. He has sat on two DTI committees on the quoted small-cap sector, is a member of the AIM Advisory Council and is a member of the Board of the Quoted Companies Alliance. Gervais is also the fund manager of CFMiton UK Multi Cap Income Fund, CFMiton UK Smaller Companies Fund, The Investment Company plc and The Diverse Income Trust plc. He is a co-fund manager of the Miton Income Fund.

Martin Turner

Martin Turner joined Miton Group plc in May 2011. Martin qualified as a Chartered Accountant with Arthur Andersen in 1995 before moving to Rothschild and in time on to Head of Pan European Mid and Small Caps Sales at Merrill Lynch. Following this, Martin was Head of Sales at Teathers/ Landsbanki before taking the Head of Small/Mid Cap Equities role covering research, sales and trading at Collins Stewart. Martin is the fund manager of CF Miton Multi Cap Income Fund, CF Miton UK Smaller Companies Fund, The Investment Company plc and The Diverse Income Trust plc.

Management Agreement

The Company and the Investment Manager have entered into the Management Agreement, a summary of which is set out in paragraph 7.4 of Part 5 of this Registration Document, under which the Investment Manager has been given sole responsibility for the discretionary management of the Company's assets (including uninvested cash) in accordance with the Company's investment policy, subject to the overall control and supervision of the Directors. The Investment Manager has also been appointed as the Company's AIFM for the purposes of AIFMD.

Details of the fees and expenses payable to the Investment Manager are set out in the section headed ''Fees and expenses'' below.

Administration of the Company

The Administrator shall provide general fund administration services (including calculation of the NAV based on the data provided by the Investment Manager), bookkeeping, and accounts preparation.

Fees and expenses

Ongoing annual expenses

Ongoing annual expenses include the following:

(i) Manager

The Investment Manager is entitled to receive from the Company or any member of its group in respect of its services provided under the Management Agreement, a management fee payable monthly in arrears calculated at the rate of 1 per cent. per annum of the Market Capitalisation as at the relevant calculation date. In addition to the basic management fee, and for so long as a Redemption Pool is in existence, the Investment Manager is entitled to receive from the Company a fee calculated at the rate of 1 per cent. per annum of the net asset value of the Redemption Pool on the last Business Day of the relevant calendar month. The Investment Manager has agreed that, for so long as it remains the Company's investment manager, it will rebate such part of any management fee payable to it so as to help the Company maintain an ongoing charges ratio of 2 per cent. or lower. In accordance with the Directors' policy on the allocation of expenses between income and capital, in each financial year 75 per cent. of the management fee payable is expected to be charged to capital and the remaining 25 per cent. to income.

(ii) Administration

Under the terms of the Administration Agreement, the Administrator is entitled to an administration fee of £77,000 per annum for the first year of the agreement, £87,000 per annum for the second year of the agreement and £103,000 per annum thereafter, in each case, exclusive of VAT. The Administrator is also entitled to reimbursement of all reasonable out of pocket expenses incurred by it in connection with its duties.

(iii) Company Secretary

Under the terms of the Company Secretarial Services Agreement, the aggregate fees payable to the Company Secretary are expected to be approximately £55,000 per annum (exclusive of VAT).

(iv) Registrar

Under the terms of the Registrar Agreement, the Registrar is entitled to an annual maintenance fee of £1.25 per Shareholder account per annum, subject to a minimum fee of £2,500 per annum (exclusive of VAT). The fee is subject to increase in line with the retail prices index. The Registrar is also entitled to activity fees under the Registrar Agreement.

(v) Depositary

Under the terms of the Depositary Agreement, the Depositary is entitled to be paid a fee of 0.025 per cent. per annum of the Gross Assets, subject to a minimum annual fee of £15,000 (exclusive of VAT). In addition to these fees, the Depositary is entitled to debit the Company's accounts in order to be reimbursed for all expenses properly and reasonably incurred in the performance of its duties under the Depositary Agreement.

(vi) Directors

Each of the Directors is entitled to receive a fee from the Company at such rate as may be determined in accordance with the Articles. Save for the Chairman of the Board, the fees are £25,000 for each Director per annum. The Chairman's fee is £35,000 per annum.

All of the Directors are also entitled to be paid all reasonable expenses properly incurred by them in attending general meetings, board or committee meetings or otherwise in connection with the performance of their duties. The Board may determine that additional remuneration may be paid, from time to time, to any one or more Directors in the event such Director or Directors are requested by the Board to perform extra or special services on behalf of the Company.

(vii) Other operational expenses

Other ongoing operational expenses (excluding fees paid to service providers as detailed above) of the Company will be borne by the Company including travel, accommodation, printing, audit, finance costs, due diligence and legal fees. All reasonable out of pocket expenses of the Investment Manager, the Administrator, the Registrar, the Depositary and the Directors relating to the Company will be borne by the Company.

Conflicts of interest

The Investment Manager and its officers and employees may from time to time act for other clients or manage other funds, which may have similar investment objectives and policies to that of the Company. Circumstances may arise where investment opportunities will be available to the Company which are also suitable for one or more of such clients of the Investment Manager or such other funds. The Directors have satisfied themselves that the Investment Manager has procedures in place to address potential conflicts of interest and that, where a conflict arises, the Investment Manager will allocate the opportunity on a fair basis and in accordance with the Management Agreement described in paragraph 7.4 of Part 5 of this Registration Document.

The Investment Manager, any of its directors, officers, employees, agents and affiliates and the Directors and any person or company with whom they are affiliated or by whom they are employed (each an ''Interested Party'') may be involved in other financial, investment or other professional activities which may cause conflicts of interest with the Company. In particular, Interested Parties may provide services similar to those provided to the Company to other entities and shall not be liable to account for any profit from any such services. For example, an Interested Party may acquire on behalf of a client an investment in which the Company may invest.

Corporate governance

The Board of the Company has considered the principles and recommendations of the AIC Code by reference to the AIC Guide. The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company as an investment company.

The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Corporate Governance Code), will provide better information to Shareholders.

The Financial Reporting Council (''FRC''), the UK's independent regulator for corporate reporting and governance responsible for the UK Corporate Governance Code, has endorsed the AIC Code and the AIC Guide. The terms of the FRC's endorsement mean that AIC members who report against the AIC Code and the AIC Guide meet fully their obligations under the UK Corporate Governance Code and the related disclosure requirements contained in the Listing Rules.

The Company complies with the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code, except as set out below.

The UK Corporate Governance Code includes provisions 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. For the reasons set out in the AIC Guide, the Board considers these provisions are not relevant to the position of the Company, being an externally managed investment company and the Company does not therefore comply with them.

The Company's Audit Committee is chaired by Peter Dicks, consists of all the Directors and will meet at least twice a year. The Board considers that the members of the Audit Committee have the requisite skills and experience to fulfil the responsibilities of the Audit Committee. The Audit Committee will examine the effectiveness of the Company's risk management and internal control systems. It will review the half-yearly and annual reports and also receive information from the Investment Manager. It will also review the scope, results, cost effectiveness, independence and objectivity of the external auditor.

In accordance with the AIC Code the Company has established a Management Engagement Committee which is chaired by Andy Pomfret and consists of all the Directors. The Management Engagement Committee will meet at least once a year or more often if required. Its principal duties are to consider the terms of appointment of the Investment Manager and it will annually review that appointment and the terms of the Management Agreement.

PART 4 FINANCIAL INFORMATION

1 Selected financial information for the period from incorporation (26 March 2015) to 31 October 2015

The key figures that summarise the Company's financial condition in respect of the financial period from incorporation (26 March 2015) to 31 October 2015 are set out in the following table:

	As at 31 October 2015 £'000
Non-current assets: Investments held at fair value through profit or loss	49,868
Current assets Trade and other receivables Cash and cash equivalents	172 8,013
	8,185
Current liabilities Trade and other payables	(401) (401)
Net current assets	7,784
Total net assets	57,652

2 Historical financial information for the period from incorporation (26 March 2015) to 31 October 2015

The following pages set out the financial information for the Company for the period from incorporation (26 March 2015) to 31 October 2015, in respect of which the Reporting Accountants, Ernst & Young LLP of 1 More London Place, London SE1 2AF, have made an unqualified report. The financial statements in the accounts have been prepared in accordance with the Act and IFRS. Ernst & Young LLP are chartered accountants and a member of the Institute of Chartered Accountants in England and Wales. The Company has not published any new financial information since these accounts.

Part A: Reporting Accountant's report on the historical financial information relating to the Company

Miton UK MicroCap Trust Plc Beaufort House 51 New North Road Exeter EX4 4EP

4 February 2016

Dear Sirs

Miton UK MicroCap Trust Plc (the ''Company'')

We report on the financial information which comprises the Income Statement, Statement of Changes in Equity, Balance Sheet, Statement of Cash Flow and notes for the period from incorporation (26 March 2015) to 31 October 2015. This financial information has been prepared for inclusion in the prospectus dated 4 February 2016 of the Company on the basis of the accounting policies set out in note 1 to the financial statements. This report is required by item 20.1 of Annex I of Commission Regulation (EC) 809/2004 and is given for the purpose of complying with that item and for no other purpose.

It is our responsibility to form an opinion on the financial information and to report our opinion to you.

Save for any responsibility arising under Prospectus Rule 5.5.3R (2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to Commission Regulation (EC) 809/2004, consenting to its inclusion in the prospectus.

Responsibilities

The Directors of the Company are responsible for preparing the financial information in accordance with International Financial Reporting Standards as adopted by the European Union.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity's circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion, the financial information gives, for the purposes of the prospectus dated 4 February 2016, a true and fair view of the state of affairs of the Company as at 31 October 2015 and of its profits, cash flows and changes in equity for the period then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Declaration

For the purposes of Prospectus Rule 5.5.3R (2)(f) we are responsible for this report as part of the prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the prospectus in compliance with item 1.2 of Annex I of Commission Regulation (EC) 809/2004.

Yours faithfully

Ernst & Young LLP

Part B: Historical financial information relating to the Company INCOME STATEMENT

for the period to 31 October 2015

		Period to 31 October 2015
	Note	Revenue return £'000	Capital return £'000	Total £'000
Gains on investments held at fair value through profit or loss Income Management fee Other expenses	2 7 12	— 413 (70) (226)	3,456 — (212) —	3,456 413 (282) (226)
Return on ordinary activities before finance costs and taxation		117	3,244	3,361
Finance costs		—	—	—
Return on ordinary activities before taxation		117	3,244	3,361
Taxation	11	(2)	—	(2)
Return on ordinary activities after taxation		115	3,244	3,359
		pence	pence	pence
Basic and diluted return: Per ordinary share	3	0.11	3.10	3.21

The Company does not have any income or expense that is not included in the 'return for the period'.

Accordingly, the 'return for the period' is also the Total Comprehensive Income for the period as defined in International Accounting Standard 1 (revised), and consequently no separate Statement of Comprehensive Income has been presented.

The total column of this statement is the Income Statement of the Company prepared in accordance with International Financial Reporting Standards (''IFRS''), as adopted by the European Union. The supplementary revenue return and capital return columns are presented in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies (''AIC SORP'').

All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period.

STATEMENT OF CHANGES IN EQUITY

Note	Share capital £'000	Share premium account £'000	Capital reserve £'000	Revenue reserve £'000	Total £'000
					—


	—	—	3,244	115	3,359



4	110	55,240	—	—	55,350
4	—	(1,057)	—	—	(1,057)
	110	54,183	3,244	115	57,652
		—	—	—	—

BALANCE SHEET as at 31 October 2015

31 October 2015

	Note	£'000
Non-current assets:
Investments held at fair value through profit or loss	10	49,868
Current assets:
Trade and other receivables	13	172
Cash at bank and cash equivalents		8,013
		8,185
Current liabilities:
Trade and other payables	14	(401)
		(401)
Net current assets/(liabilities)		7,784
Total net assets		57,652
Capital and reserves:
Share capital	4	110
Share premium account	15	54,183
Capital reserve	15	3,244
Revenue reserve	15	115
Shareholders' funds		57,652
		pence
Net asset value per ordinary share	5	52.42

These financial statements were approved by the Board of Miton UK MicroCap Trust plc on 4 February 2016 and were signed on its behalf by:

Andy Pomfret

Chairman

STATEMENT OF CASHFLOW for the period to 31 October 2015

	Period to 31 October 2015 £'000
Operating activities: Net return before taxation	3,361
Increase in investments	(49,868)
Increase in trade and other receivables	(172)
Increase in trade and other payables	401
Withholding tax paid	(46,278) (2)
Net cash outflows from operating activities	(46,280)
Financing activities:
Shares issued	55,350
Expenses of share issues	(1,057)
Net cash inflows from financing activities	54,293
Increase in cash and cash equivalents	8,013
Reconciliation of net cash flow movements in funds:
Cash and cash equivalents at the start of the period Net cash inflow from cash and cash equivalents	— 8,013
Cash at the end of the period	8,013

NOTES TO THE FINANCIAL STATEMENTS

1. Significant Accounting policies

Miton UK MicroCap Trust plc is a company incorporated in England. The Company is registered as a public limited company and is an investment company within the terms of section 833 of the Act. The registered office is Beaufort House, 51 New North Road, Exeter EX4 4EP.

The investment objective of the Company is to provide Shareholders with capital growth over the long term. The Company intends to invest primarily in the smallest companies, measured by their market capitalisation, quoted or traded on an exchange in the United Kingdom at the time of investment. It is likely that the majority of the MicroCap Companies held in the Company's portfolio will be quoted on AIM and will typically have a market capitalisation of less than £150 million at the time of investment. The Company may also invest in debt, warrants or convertible instruments issued by such companies and may invest in, or underwrite, future equity issues by such companies.

The financial statements of the Company have been prepared in compliance with International Financial Reporting Standards ('IFRS') as adopted by the European Union. The financial statements, which comprise the results of the Company for the period ended 31 October 2015, have been prepared in accordance with the accounting policies and methods set out in the prospectus issued on 8 April 2015. Where presentational guidance set out on the Statement of Recommended Practice (the 'SORP') for investment trusts issued by the Association of Investment Companies in November 2014 is consistent with the requirements of IFRS, the Directors have sought to prepare the financial statements on a basis compliant with recommendations of the SORP.

The financial statements have been prepared on a going concern basis and on the basis that approval as an investment trust company will continue to be met.

The Directors consider that it is appropriate to adopt the going concern basis. Cashflow projections have been reviewed and show that the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of the dividend policy. On the basis of the review and as the majority of net assets are securities which are traded on recognised stock exchanges, 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. In arriving at this conclusion, the Directors have considered the liquidity of the portfolio and the Company's ability to meet obligations as they fall due.

These financial statements are presented in sterling as this is the currency of the economic environment in which the Company operates.

Segmental Reporting

The Directors are of the opinion that the Company is engaged in a single segment of business, being investment business. The Company primarily invests in companies listed in the UK.

Impact of standards issued but not yet applied by the entity

IFRS 9 Financial Instruments

IFRS 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets. The standard does not need to be applied until 1 January 2018 but is available for early adoption. The Board is currently assessing whether it should adopt IFRS 9 before its mandatory date and the impact, if any, it will have upon the Company.

IFRS 10 Consolidated Financial Statements

IFRS 10 sets out the principles for the presentation and preparation of consolidated financial statements and establishes a single control model that applies to all entities including special purpose entities. In addition, IFRS 10 includes an exception from consolidation for entities which meet the definition of an investment entity, and requires such entities to recognise substantially all investments at fair value through profit or loss. The Company does meet the definition of an investment entity and the implementation of this standard is not expected to have a significant impact on the financial statements.

IFRS 12 Disclosure of Interests in Other Entities

IFRS 12 sets out the requirements for disclosures relating to an entity's interests in subsidiaries, joint arrangements, associates and structured entities. The requirements in IFRS 12 are more comprehensive than the previously existing disclosure requirements. The standard is not expected to have a significant impact on the financial statements of the Company.

The amendments are effective for annual periods beginning on or after 1 January 2016. The Directors do not anticipate that the initial adoption of the above standards, amendments and interpretations will have a material impact in future periods.

Valuation of Investments

The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment strategy, and information about the portfolio is provided internally on that basis to the Company's Board of Directors.

Accordingly, upon initial recognition the Company designates the investments 'at fair value through profit or loss'. They are included initially at fair value, which is taken to be their cost (excluding expenses incidental to the acquisition which are written off in the Income Statement, and allocated to 'capital' at the time of acquisition). When a purchase or sale is made under a contract, the terms of which require delivery within the time-frame of the relevant market, the investments concerned are recognised or derecognised on the trade date. Subsequent to initial recognition, investments are valued at fair value through profit or loss. For listed investments, this is deemed to be bid market prices or closing prices for SETS stocks sourced from the London Stock Exchange. Changes in fair value of investments not designated as held for trading are recognised in the Income Statement as a capital item. On disposal, realised gains and losses are also recognised in the Income Statement as capital items.

Subsequent to initial recognition, all financial assets at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair value of the financial assets are presented in the Income Statement within gains on investments at fair value through profit or loss in the period in which they arise.

All investments for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy in note 8.

Foreign Currency

The Financial Statements have been prepared in sterling, rounded to the nearest £'000, which is the functional and reporting currency of the Company.

Transactions denominated in foreign currencies are converted to sterling at the actual exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the period end are reported at the rate of exchange at the Balance Sheet date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the capital reserve or the revenue account depending on whether the gain or loss is of a capital or revenue nature.

Cash and Cash Equivalents

Cash comprises cash in hand, overdrafts and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.

For the purpose of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts when applicable.

Income

Dividends received from UK registered companies are accounted for net of imputed tax credits. Dividends from overseas companies are shown gross of any non-recoverable withholding taxes which are described separately in the Income Statement.

Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company's right to receive payment is established. Fixed returns on non-equity shares are recognised on a time-apportioned basis.

Special dividends are taken to revenue or capital account depending on their nature. In deciding whether a dividend should be regarded as a capital or revenue receipt, the Board reviews all relevant information as to the reasons for the sources of the dividend on a case by case basis.

When the Company has elected to receive scrip dividends in the form of additional shares rather than in cash, the amount of the cash dividend forgone is recognised as income. Any excess in the value of the cash dividend is recognised in the capital column.

All other income is accounted for on a time-apportioned accruals basis using the effective interest rate method and is recognised in the Income Statement.

Expenses

All expenses are accounted for on an accruals basis. On the basis of the Board's expected longterm split of total returns in the form of capital and revenue returns of 75% and 25% respectively, the Company charges 75% of its investment management fee to capital. All other administrative expenses are charged through the revenue column in the Income Statement.

Expenses incurred directly in relation to placings, offers for subscription and intermediaries offers of shares are deducted from equity and charged to the share premium account.

Taxation

Deferred tax is provided on an undiscounted basis in accordance with IAS 19 on all timing differences that have originated, but not reversed, by the Balance Sheet date based on tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax assets are only recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of timing differences can be deducted. In line with the recommendations of the SORP, the allocation method used to calculate the tax relief on expenses charged to capital is the ''marginal'' basis. Under this basis, if taxable income is capable of being offset entirely by expenses charged through the revenue account, then no tax relief is transferred to the capital account.

No taxation liability arises on gains from sales of fixed asset investments by the Company by virtue of its investment trust status. However, the net revenue (excluding UK dividend income) accruing to the Company is liable to corporation tax at the prevailing rates.

Dividends Payable to Shareholders

Dividends to Shareholders are recognised as a liability in the period in which they are paid or approved in general meetings and are taken to the Statement of Changes in Equity. Dividends declared and approved by the Company after the Balance Sheet date have not been recognised as a liability of the Company at the Balance Sheet date.

Share Capital

The Company classifies financial instruments issued as financial liabilities or equity instruments in accordance with the substance of the contractual terms of the instruments. The share capital of the Company comprises of Ordinary Shares (''Ordinary Shares''), C Shares, when in issue, and Management Shares.

The Company is a closed-ended investment company with an unlimited life. The Ordinary Shares are not puttable instruments because redemption is conditional upon certain market conditions and/ or Board approval. As such, they are not required to be classified as debt under IAS 32 'Financial Instruments: Disclosure and Presentation'.

As defined in the Articles of Association, redemption of Ordinary Shares is at the sole discretion of the Directors, therefore the Ordinary Shares have been classified as equity.

The issuance, acquisition and resale of Ordinary Shares are accounted for as equity transactions and no gain or loss is recognised in the Income Statement.

Capital reserve

The following are accounted for in this reserve:

* gains and losses on the realisation of investments;
* realised exchange differences of a capital nature;
* net movement arising from changes in the fair value of investments; and
* expenses, together with related taxation effect, charged to this account in accordance with the above policies.

Share premium

This reserve records the amount above the nominal value received for shares sold, less transaction cost.

Revenue Reserve

This reserve represents the retained profits from the income derived from holding investment assets less the costs associated with running the Company.

2. Income

Period to
31 October
2015
£'000

329
84
413

3. Return per Share

Returns per Share are based on the weighted average number of Shares in issue during the period. Normal and diluted return per share are the same as there are no dilutive elements on share capital.

Ordinary Shares: Period to 31 October 2015

	Net return	Per Ordinary Share
	£'000	pence
Revenue return	115	0.11
Capital return	3,244	3.10
Total return	3,359	3.21
Weighted average number of Ordinary Shares		104,600,189

4. Called-up Share Capital

The Company was incorporated on 26 March 2015 with an issued share capital of £50,000 represented by 50,000 Management Shares of £1 each.

On 30 April 2015, the Company issued 100 million Ordinary Shares with a nominal value of £0.001 at 50 pence per Ordinary Share in a placing, offer for subscription and intermediaries offer, raising £50 million before expenses.

In August 2015, the Company announced its intention to issue a maximum of 9.99 million Ordinary Shares in the Company by way of tap issuance and block listing.

On 6 August 2015, the Company issued 8 million Ordinary Shares at a price of 53.6 pence per Ordinary Share, raising £4.288 million before expenses. On 10 August 2015, 503,687 Ordinary Shares were issued at a price of 53.7 pence per Ordinary Share, raising £0.271 million before expenses. On 19 August 2015, 250,000 Ordinary Shares were issued at a price of 54 pence per Ordinary Share, raising £0.135 million before expenses. On 20 August 2015, 350,000 Ordinary Shares were issued at a price of 54 pence per Ordinary Share, raising £0.189 million before expenses and on 2 September 2015 the remaining 886,313 Ordinary Shares were issued at a price of 52.8 pence per Ordinary Share, raising £0.468 million before expenses.

As at 31 October 2015 there were 109,990,000 Ordinary Shares and 50,000 Management Shares in issue.

	31 October 2015
Allotted, called-up and fully paid	number	£'000
Ordinary Shares nominal value 0.1p each
Opening balance	—	—
Issue of Ordinary Share at launch	100,000,000	100
Issue of Ordinary Shares (Tap issue)	9,990,000	10
	109,990,000	110

The Company is authorised to issue up to 190,010,000 Ordinary Shares.

As at 31 October 2015 no shares were held in Treasury.

Redemption of Ordinary Shares

The Company, which is a closed-ended investment company with an unlimited life, has a redemption facility through which Shareholders are entitled to request the redemption of all or part of their holding of Ordinary Shares on an annual basis on 30 April in each year. As set out in the Articles of Association, the Board may, at its absolute discretion, elect not to operate the annual redemption facility in whole or in part. Accordingly, the Ordinary Shares have been classified as equity.

Management Shares

To enable the Company to obtain a certificate of entitlement to conduct business and to borrow under Section 761 of the Companies Act 2006, 50,000 Management Shares with a nominal value of £1 each were allotted to the Investment Manager on the date of incorporation, 26 March 2015, with an irrevocable undertaking to pay £1.00 in cash for each such share on or before the date of first admission, being 30 April 2015.

The Management Shares are non-voting and non-redeemable and, upon a winding-up or on a return of capital of the Company, shall only receive the fixed amount of capital paid up on such shares and shall confer no right to any surplus capital or assets of the Company.

5. Net Asset Value per Ordinary Share

The NAV per ordinary share and the NAV attributable at the period end were as follows:

		31 October 2015
	NAV per Ordinary Share pence	NAV attributable £'000
Ordinary Shares: Basic and diluted	52.42	57,652

NAV per Ordinary Share is based on net assets at the period end and 109,990,000 Ordinary Shares, being the number of Ordinary Shares in issue at the period end.

6. Transaction Costs

During the period, expenses were incurred in acquiring or disposing of investments classified as fair value through profit or loss. These have been expensed through capital and are included within gains on investments in the Income Statement. The total costs were as follows:

	Period to
	31 October
	2015
	£'000
Costs on acquisitions	104
Costs on disposals	3
	107

These transaction costs are dealing commissions paid to stockbrokers and stamp duty, a Government tax paid on transactions (which is zero when dealing on the AIM/ISDX exchanges). A breakdown of these costs is set out below:

		% of average monthly net
	£'000	assets in the period
Costs paid in dealing commissions	68	0.13
Costs of stamp duty	39	0.07
	107	0.20

The average monthly net assets for the six months to 31 October 2015 was £54,073,000.

These costs do not include the costs of investing capital and the bid-offer spread on securities in the portfolio. Investments are valued at fair value which is bid value for listed securities. Certain holdings may have been acquired at a price higher than the bid price.

7. Management Fee

The AIFM is entitled to receive from the Company or any member of its group in respect of its services provided under the Management Agreement, a management fee payable monthly in arrears calculated at the rate of 1% per annum of the Market Capitalisation as at the relevant calculation date.

In addition to the basic management fee, and for so long as a Redemption Pool is in existence, the AIFM is entitled to receive from the Company a fee calculated at the rate of 1% per annum of the net asset value of the Redemption Pool on the last Business Day of the relevant calendar month.

The AIFM has agreed that, for so long as it remains the Company's investment manager, it will rebate such part of any management fee payable to it so as to help the Company maintain an ongoing charges ratio of 2% or lower. In accordance with the Directors' policy on the allocation of expenses between income and capital, in each financial year 75% of the management fee payable is expected to be charged to capital and the remaining 25% to income.

At 31 October 2015, an amount of £50,000 was outstanding and due to Miton Trust Managers Limited in respect of management fees.

8. Fair Value Hierarchy

Financial assets of the Company are carried in the Balance Sheet at their fair value or approximation of fair value. The fair value is the amount at which the asset could be sold in an ordinary transaction between market participants, at the measurement date, other than a forced or liquidation sale. The Company measures fair values using the following hierarchy that reflects the significance of the inputs used in making the measurements.

Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 – Valued using quoted prices, unadjusted in active markets for identical assets and liabilities.

Level 2 – Valued by reference to valuation techniques using observable inputs for the asset or liability other than quoted prices included in level 1.

Level 3 – Valued by reference to valuation techniques using inputs that are not based on observable market data or the asset or liability.

The table below sets out fair value measurement of financial assets in accordance with the fair value hierarchy into which the fair value measurement is categorised.

	Level 1	Level 2	Level 3	Total
Financial assets at fair value through profit or loss at 31 October 2015
Equity investments	49,868	—	—	49,868
	49,868	—	—	49,868

At 31 October 2015, all the Company's financial assets at fair value through profit or loss are included in Level 1.

9. Capital Management Policies

The Company's capital management objectives are:

* to ensure that it will be able to continue as a going concern; and
* to maximise the income and capital return over the long-term to its equity shareholders through an appropriate balance of equity capital and 'debt'.

As stated in the investment policy, the Company has authority to borrow up to 15% of net asset value through a mixture of bank facilities and certain derivative instruments. There were no borrowings as at 31 October 2015. Also, as a public company the minimum share capital is £50,000.

	31 October 2015 £'000
The Company's capital at 31 October comprised:
Debt: Bank overdraft facility	—
Equity:
Equity share capital	110
Retained earnings and other reserves	57,542
Total shareholders' funds	57,652
Debt as a % of net assets	0.00%

The Board, with the assistance of the Investment Manager, monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes:

* the planned level of gearing, which takes into account the Investment Manager's view of the market;
* the need to buy back shares for cancellation or treasury, which takes account of the difference between the net asset value per share and the share price (i.e. the level of share price discount or premium);
* the need for new issues of equity shares; and

* the extent to which revenue in excess of that which is required to be distributed should be retained.

The Company's objectives, policies and processes for managing capital have remained unchanged since its launch.

10. Investments

	31 October 2015 £'000
Investment portfolio summary: Opening book cost Opening investment holding gains	— —
Total investments designated at fair value	—
Analysis of investment portfolio movements Opening valuation Movements in the period: Purchases at cost Sales – proceeds – losses on sales Increase in investment holding gains	— 49,218 (2,806) (211) 3,667
Closing valuation	49,868
Closing book cost Closing investment holding gains	46,201 3,667 49,868

11. Taxation

		Period ended 31 October 2015
	Revenue £'000	Capital £'000	Total £'000
Taxation charge	2	—	2

The current taxation charge for the year is lower than the standard rate of corporation tax in the UK of 20%. The differences are explained below.

	Period ended 31 October 2015
	Revenue £'000	Capital £'000	Total £'000
Return on ordinary activities before taxation	117	3,244	3,361
Theoretical tax at UK corporation tax rate of 20#% Effects of:	23	649	672
– UK dividends that are not taxable	(66)	—	(66)
– Overseas dividends that are not taxable – Gains on investment and exchange gains on capital	(17)	—	(17)
items	—	(691)	(691)
– Overseas tax charges	2	—	2
– Unrelieved expenses	60	42	102
Actual current tax charge	2	—	2

Factors That May Affect Future Tax Charges

At 31 October 2015, the Company had no unprovided deferred tax liabilities. At that date, based on current estimates and including the accumulation of net allowable losses, the Company had unrelieved losses of £509,000 that are available to offset future taxable revenue. A deferred tax asset of £102,000 has not been recognised because the Company is not expected to generate sufficient taxable income in future periods in excess of the available deductible expenses and accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus losses.

In addition, deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue for the foreseeable future to meet) the conditions for approval as an investment trust company under HMRC rules.

12. Other expenses

	Period to 31 October 2015 £'000
Secretarial services	62
Auditor's remuneration for:
Audit of the Company's financial statements	14
Director's fees	64
Other expenses	86
	226

13. Trade and Other Receivables

	Period to
	31 October
	2015
	£'000
Amounts due from brokers	46
Dividends receivable	108
Prepayments and other debtors	18
	172

14. Trade and Other Payables

	Period to
	31 October
	2015
	£'000
Amounts due to brokers	260
Other creditors	141
	401

15. Reserves

To 31 October 2015	Share premium account £'000	Capital reserve realised £'000	Capital reserve unrealised £'000	Revenue reserve £'000
Opening balance	—	—	—	—
Issue of Ordinary Shares at launch	49,900	—	—	—
Expenses of share issue at launch	(1,000)	—	—	—
Issue of Ordinary Shares (Tap issue)	5,340	—	—	—
Expenses of share issue (Tap issue)	(57)	—	—	—
Net loss on realisation of investments Unrealised net increase in value of	—	(211)	—	—
investments	—	—	3,667	—
Management fees charged to capital Revenue return on ordinary activities	—	(212)	—	—
after tax	—	—	—	115
Closing balance	54,183	(423)	3,667	115

16. Analysis of Financial Assets and Liabilities

Investment Objective and Policy

The Company's investment objective and policy are detailed above.

The Company's investing activities in pursuit of its investment objective involve certain inherent risks.

The Company's financial instruments can comprise:

* shares and debt securities held in accordance with the Company's investment objective and policies;
* derivative instruments for efficient portfolio management, gearing and investment purposes; and
* cash, liquid resources and short-term debtors and creditors that arise from its operations.

The risks identified arising from the Company's financial instruments are market risk (which comprises market price risk, interest rate risk and foreign currency exposure), liquidity risk and credit and counterparty risk. The Company may enter into derivative contracts to manage risk. The Board reviews and agrees policies for managing each of these risks, which are summarised below. These policies have remained unchanged since the beginning of the accounting period.

Market Risk

Market risk arises mainly from uncertainty about future prices of financial instruments used in the Company's business. It represents the potential loss the Company might suffer through holding market positions by way of price movements, interest rate movements and exchange rate movements. The Investment Manager assesses the exposure to market risk when making each investment decision and these risks are monitored by the Investment Manager on a regular basis and the Board at quarterly meetings with the Investment Manager.

Market price risk

Market price risk (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value of investments.

The Board manages the risks inherent in the investment portfolio by ensuring full and timely reporting of relevant information from the Investment Manager. Investment performance and exposure are reviewed at each Board meeting.

The Company's exposure to other changes in market prices as at 31 October 2015 on its equity investments held at fair value through profit or loss was £49,868,000.

A 10% increase in the market value of its listed equity investments at 31 October 2015 would have increased net assets attributable to shareholders by £4,987,000. An equal change in the opposite direction would have decreased the net assets and net profit available to Shareholders by an equal and opposite amount. The analysis is based on closing balances only and is not representative of the period as a whole.

Interest rate risk

Interest rate movements may affect the level of income receivable on cash deposits. The Company's financial assets and liabilities, excluding short-term debtors and creditors, may include investment in fixed interest securities, such as UK corporate debt stock, whose fair value may be affected by movements in interest rates. The majority of the Company's financial assets and liabilities, however, are non-interest bearing. As a result, the Company's financial assets and liabilities are not subject to significant amounts of risk due to fluctuations in the prevailing levels of market interest rates. There was no exposure to interest bearing liabilities during the period ended 31 October 2015.

The possible effects on the fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions. The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions.

The interest rate profile of the Company (excluding short-term debtors and creditors) was as follows:

As at 31 October 2015	Weighted average interest rate %	Floating rate £'000	Fixed rate £'000
Assets and liabilities Fixed interest securities	—	—	—
Cash at bank	—	8,013	—
	8,013	—

Foreign currency risk

Although the Company's performance is measured in sterling, a proportion of the Company's assets may be either denominated in other currencies or are in investments with currency exposure. Any income denominated in a foreign currency is converted into sterling upon receipt. At the Balance Sheet date, all the Company's assets were denominated in sterling and accordingly the only currency exposure the Company has is through the trading activities of its investee companies.

Liquidity Risk

Liquidity risk is not significant as the majority of the Company's assets are investments in quoted equities and other quoted securities that are readily realisable.

The Company's liquidity risk is managed on a daily basis by the Investment Manager in accordance with established policies and procedures in place. The Investment Manager reviews daily forward-looking cash reports which project cash obligations. These reports allow it to manage its obligations.

Credit and Counterparty Risk

Credit risk is the risk of financial loss to the Company if the contractual party to a financial instrument fails to meet its contractual obligations

The maximum exposure to credit risk as at 31 October 2015 was £8,185,000. The calculation is based on the Company's credit risk exposure as at 31 October 2015 and this may not be representative for the whole period.

The Company's quoted investments are held on its behalf by Bank of New York Mellon acting as the Company's custodian. Bankruptcy or insolvency of the custodian may cause the Company's rights with respect to securities held by the custodian to be delayed. The Board monitors the Company's risk by reviewing the custodian's internal controls report.

Where the Investment Manager makes an investment in a bond, corporate or otherwise, the credit rating of the issuer is taken into account so as to minimise the risk to the Company of default.

Investment transactions are carried out with a number of brokers whose creditworthiness is reviewed by the Investment Manager. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company's custodian bank ensures that the counterparty to any transaction entered into by the Company has delivered on its obligations before any transfer of cash or securities away from the Company is completed.

Cash is only held at banks that have been identified by the Board as reputable and of high credit quality.

None of the Company's assets are past due or impaired.

Derivatives

The Investment Manager may use derivative instruments in order to 'hedge' the market risk of part of the portfolio. The Investment Manager reviews the risks associated with individual investments and, where they believe it appropriate, may use derivatives to mitigate the risk of adverse market (or currency) movements. The Investment Manager discusses regularly the hedging strategy with the Board.

At the period end, there were no derivative contracts open. There were no derivative contracts entered into during the period.

Fair Values of Financial Assets and Financial Liabilities

All financial assets and liabilities of the Company are either carried in the Balance Sheet at fair value through profit or loss, or the Balance Sheet amount is a reasonable approximation of fair value.

17. Related parties

The Directors who served in the year were entitled to the following emoluments in the form of fees:

	Outstanding
	Directors	as at 31 October
	Fees Per
	annum	2015
Directors Fees	£'000	£'000
Andrew Pomfret (Chairman)	35	—
Peter Dicks	25	—
Jeannette Etherden	25	—
Ashe Windham	25	2

Under the AIC SORP, an investment manager is not considered to be a related party of the Company.

18. Subsequent events

On 2 February 2016 the Directors announced that the Company would seek to raise additional capital through a share issuance programme, including the issue of C Shares to raise gross proceeds of £30 million. Further details of the Share Issuance Programme, including the costs of the C Share Issue, were published on 4 February 2016 in a prospectus.

AIFMD Disclosures

The Company's AIFM is Miton Trust Managers Limited.

The AIFMD requires certain information to be made available to investors in Alternative Investment Funds (''AIFs'') before they invest and requires that material changes to this information be disclosed in the annual report of each AIF. Those disclosures that are required to be made preinvestment are included within a Pre-Investor Information Document (''PIID'') which can be found on the Company's website: www.mitongroup.com/micro. There have been no material changes to the disclosures contained within the PIID since publication in April 2015.

All authorised AIFMs are required to comply with the AIFMD Remuneration Code. The FCA's General Guidance on the AIFM Remuneration Code has established that the first full performance year will not commence until 1 January 2015. Accordingly there is no data to disclose in respect of the remuneration of the AIFM for this half year.

Leverage

For the purposes of the AIFMD, leverage is any method which increases the Company's exposure, including the borrowing of cash and the use of derivatives. It is expressed as a ratio between the Company's exposure and its net asset value and is calculated under the Gross and Commitment Methods, in accordance with AIFMD. Under the Gross Method, exposure represents the sum of the Company's positions without taking account of any netting or hedging arrangements. Under the Commitment Method, exposure is calculated after certain hedging and netting positions are offset against each other.

The Company is required to state its maximum and actual leverage levels, calculated as prescribed by the AIFMD as at 31 October 2015. This gives the following figures:

Leverage exposure	Gross Method	Commitment Method
Maximum limit	200%	200%
Actual limit	100%	100%

PART 5 ADDITIONAL INFORMATION

1 The Company and the Investment Manager

1.1 The Company was incorporated in England and Wales as a public limited company on 26 March 2015, with registered number 9511015. The Company is registered as an investment company under section 833 of the Act. The Company has received a certificate under section 761 of the Act entitling it to commence business and to exercise its borrowing powers. The Company is domiciled in England and Wales and currently has no employees. AI 5.1.3 AI 5.1.4 AI 17.1
1.2 The principal activity of the Company is to invest predominately in the smallest quoted or traded companies in accordance with the Company's investment policy with a view to achieving its investment objective.
1.3 As at the date of this Registration Document, the Company does not have any subsidiaries. AI 7.2
1.4 The Company operates under the Act and is not regulated as a collective investment scheme by the FCA. Its registered office and principal place of business is Beaufort House, 51 New North Road, Exeter EX4 4EP. The Company's telephone number is +44 (0) 1392 477 500. AI 5.1.4
AXV 1.3
1.5 As a Company with its shares admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities, the Company is subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules and to the rules of the London Stock Exchange.
1.6 The Company intends at all times to conduct its affairs so as to enable it to qualify as an investment trust for the purposes of section 1158 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011. In summary, the key conditions that must be met for approval by HMRC for any given accounting period as an investment trust are that:
(i) all or substantially all of the business of the Company is investing its funds in shares, land or other assets with the aim of spreading investment risk and giving members the benefit of the results of the management of its funds;
(ii) the Company is not a close company at any time during the accounting period for which approval is sought;
(iii) the Company is resident in the UK throughout that accounting period;
(iv) the Company's ordinary share capital is admitted to trading on a regulated market throughout the accounting period; and
(v) the Company must not retain in respect of the accounting period an amount greater than the higher of: (a) 15 per cent. of its income for the period; and (b) the amount of any income which the Company is required to retain in respect of the period by virtue of a restriction imposed by law. However, where the Company has relevant accumulated losses brought forward from previous accounting periods of an amount equal to or greater than the higher of the amounts mentioned in (a) and (b) above, it may retain an amount equal to the amount of such losses.
1.7 The Investment Manager is a limited liability company registered in England and Wales with number 04569694. The Investment Manager is authorised and regulated by the FCA. The address of the registered office of the Investment Manager is 6th Floor, Paternoster House, 65 St. Paul's Churchyard, London EC4M 8AB and its telephone number is +44 203 714 1500. The Investment Manager, as the Company's AIFM, will cover potential professional liability risks resulting from its activities as AIFM by holding professional indemnity insurance against liability arising from professional negligence which is appropriate to the risks covered, in accordance with the AIFM Rules. AXV 4.1

2 Share Capital

2.1 On incorporation, the issued share capital of the Company was £50,000 represented by 50,000 Management Shares of nominal value £1.00 each, which were subscribed for by the Investment Manager.

2.2 On 30 April 2015, 100,000,000 Ordinary Shares were issued, on 6 August 2015 a further 8,000,000 Ordinary Shares were issued, on 10 August 2015 a further 503,687 Ordinary Shares were issued, on 19 August 2015 a further 250,000 Ordinary Shares were issued, on 20 August 2015 a further 350,000 Ordinary Shares were issued and on 2 September 2015 a further 886,313 Ordinary Shares were issued. AI 21.1.7
2.3 Set out below is the issued share capital of the Company as at the date of this Registration Document: AI 21.1.1

	Nominal Value (£)	Number
Ordinary Shares	109,990	109,990,000
Management Shares	50,000	50,000

All Ordinary Shares, C Shares and Management Shares will be fully paid.

2.4 By special resolutions passed on 31 March 2015:
(A) the Directors were generally and unconditionally authorised in accordance with section 551 of the Act to exercise all the powers of the Company to allot up to 200 million Shares in aggregate, such authority to expire at the conclusion of the first annual general meeting of the Company, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of shares in pursuance of such an offer or agreement as if such authority had not expired;
(B) the Directors were empowered (pursuant to sections 570 and 573 of the Act) to allot Shares and to sell Shares from treasury for cash pursuant to the authority referred to in paragraph 2.4(A) above as if section 561 of the Act did not apply to any such allotment or sale, such power to expire at the conclusion of the first annual general meeting of the Company, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities to be allotted or sold from treasury after the expiry of such power, and the Directors may allot or sell from treasury equity securities in pursuance of such an offer or an agreement as if such power had not expired; and
(C) the Company was authorised in accordance with section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares, provided that the maximum number of Ordinary Shares authorised to be purchased is 14.99 per cent. of the issued Ordinary Shares immediately following the Company's IPO. The minimum price which may be paid for an Ordinary Share is £0.001. The maximum price which may be paid for an Ordinary Share must not be more than the higher of: (a) 5 per cent. above the average of the mid-market values of the Ordinary Shares for the five Business Days before the purchase is made; or (b) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary Shares. Such authority will expire on the earlier of the conclusion of the first annual general meeting of the Company and the date 18 months after the date on which the resolution was passed save that the Company may contract to purchase its Ordinary Shares under the authority conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority and may purchase its Ordinary Shares in pursuance of such contract.
2.6 The provisions of section 561 of the Act (which, to the extent not disapplied pursuant to section 570 or section 573 of the Act, confer on Shareholders rights of pre-emption in respect of the allotment or sale of equity securities for cash) shall apply to any unissued share capital of the Company, except to the extent disapplied by the resolution referred to in paragraph 2.4(B) above.
2.7 Save as disclosed in this paragraph 2, since the date of its incorporation: (i) there has been no alteration in the share capital of the Company; (ii) no share or loan capital of the Company has been issued or agreed to be issued, or is now proposed to be issued for cash or any other consideration; and (iii) no commissions, discounts, brokerages or other special AI 21.1.6

terms have been granted by the Company in connection with the issue or sale of any such capital; and (iv) no share or loan capital of the Company is under option or agreed, conditionally or unconditionally, to be put under option.

3 Articles of Association

A summary of the main provisions of the Articles are set out below.

3.1 Objects

The Articles do not provide for any objects of the Company and accordingly the Company's objects are unrestricted. AI 21.2.1

3.2 Variation of rights

Subject to the provisions of the Act as amended and every other statute for the time being in force concerning companies and affecting the Company (the ''Statutes''), if at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class may be varied or abrogated either with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class or with the sanction of an extraordinary resolution passed at a separate meeting of the holders of the shares of that class (but not otherwise) and may be so varied either whilst the Company is a going concern or during or in contemplation of a winding-up. At every such separate general meeting the necessary quorum shall be at least two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question (but at any adjourned meeting any holder of shares of the class present in person or by proxy shall be a quorum), any holder of shares of the class present in person or by proxy may demand a poll and every such holder shall on a poll have one vote for every share of the class held by him. Where the rights of some only of the shares of any class are to be varied, the foregoing provisions apply as if each group of shares of the class differently treated formed a separate class whose rights are to be varied. AI 21.2.4

3.3 Alteration of share capital

The Company may by ordinary resolution:

(i) consolidate and divide all or any of its share capital into shares of larger nominal value than its existing shares;
(ii) sub-divide its shares, or any of them, into shares of smaller nominal value than its existing shares; and
(iii) determine that, as between the shares resulting from such a sub-division, one or more shares may, as compared with the others, have any such preferred, deferred or other rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares.

3.4 Issue of shares

Subject to the provisions of the Act and without prejudice to any rights attaching to any existing shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine (or if the Company has not so determined, as the Directors may determine).

3.5 Dividends

Subject to the provisions of the Act, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the shareholders but no dividends shall exceed the amount recommended by the Directors. Subject to the provisions of the Act, the Directors may pay interim dividends, or dividends payable at a fixed rate, if it appears to them that they are justified by the profits of the Company available for distribution. If the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

Subject to the rights of persons (if any) entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. If any share is issued on terms that it ranks for dividend as from a particular date, it shall rank for dividend accordingly. In any other case, dividends shall be apportioned and paid proportionately to the amount paid up on the shares during any portion(s) of the period in respect of which the dividend is paid.

3.6 Voting rights

Subject to any rights or restrictions attached to any shares, on a show of hands every shareholder present in person has one vote, every proxy present who has been duly appointed by a shareholder entitled to vote has one vote and every corporate representative present who has been duly authorised by a corporation has the same voting rights as the corporation would be entitled to. On a poll every shareholder (whether present in person or by proxy or by corporate representative) has one vote for every share of which he is the holder. A shareholder entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way. In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the vote of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register. AI 21.2.3

No shareholder shall have any right to vote at any general meeting or at any separate meeting of the holders of any class of shares, either in person or by proxy, in respect of any share held by him unless all amounts presently payable by him in respect of that share have been paid.

Where a shareholder vote is required to be taken in accordance with the Listing Rules, that vote must be decided by a resolution of the holders of the shares that have been admitted to the premium listing. Where the provisions of the Listing Rules require that any resolution must, in addition, be approved by the independent shareholders (as defined in the Listing Rules), only independent shareholders who hold shares that have a premium listing shall be entitled to vote on the relevant resolution.

3.7 Transfer of shares

A share in certificated form may be transferred by an instrument of transfer, which may be in any usual form or in any other form approved by the Directors, executed by or on behalf of the transferor and, where the share is not fully paid, by or on behalf of the transferee. A share in uncertificated form may be transferred by means of the relevant electronic system concerned.

In their absolute discretion, the Directors may refuse to register the transfer of a share in certificated form which is not fully paid provided that if the share is listed on the Official List such refusal does not prevent dealings in the shares from taking place on an open and proper basis. The Directors may also refuse to register a transfer of a share in certificated form unless the instrument of transfer:

(i) is lodged, duly stamped, at the registered office of the Company or such other place as the Directors may appoint and is accompanied by the certificate for the share to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;
(ii) is in respect of only one class of share; and
(iii) is not in favour of more than four transferees.

The Directors may refuse to register a transfer of a share in uncertificated form in any case where the Company is entitled to refuse to register the transfer under the CREST Regulations provided that such refusal does not prevent dealings in the shares from taking place on an open and proper basis.

If the Directors refuse to register a transfer of a share, they shall within two months after the date on which the transfer was lodged with the Company or, in the case of an uncertificated share, the date on which the appropriate instruction was received by or on behalf of the Company in accordance with the CREST Regulations send to the transferee notice of refusal.

No fee shall be charged for the registration of any instrument of transfer or other document or instruction relating to or affecting the title to any share.

If at any time the holding or beneficial ownership of any shares in the Company by any person (whether on its own or taken with other shares), in the opinion of the Directors: (i) would cause the assets of the Company to be treated as ''plan assets'' of any Benefit Plan Investor; (ii) would or might result in the Company and/or its shares and/or any of its appointed investment managers or investment advisers being required to be registered or qualified under the US Investment Company Act and/or the US Investment Advisers Act of 1940 and/or the US Securities Act of 1933 and/or the US Exchange Act of 1934 and/or any similar legislation (in any jurisdiction) that regulates the offering and sale of securities; (iii) may cause the Company not to be considered a ''Foreign Private Issuer'' under the US Exchange Act of 1934; (iv) may cause the Company to be a ''controlled foreign corporation'' for the purpose of the US Code; or (v) may cause the Company to become subject to any withholding tax or reporting obligation under FATCA or any similar legislation in any territory or jurisdiction, or to be unable to avoid or reduce any such tax or to be unable to comply with any such reporting obligation (including by reason of the failure of the shareholder concerned to provide promptly to the Company such information and documentation as the Company may have requested to enable the Company to avoid or minimise such withholding tax or to comply with such reporting obligation), then the Directors may declare the Shareholder in question a ''Non-Qualified Holder'' and the Directors may require that any shares held by such Shareholder (''Prohibited Shares'') shall (unless the Shareholder concerned satisfies the Directors that he is not a Non-Qualified Holder) be transferred to another person who is not a Non-Qualified Holder, failing which the Company may itself dispose of such Prohibited Shares at the best price reasonably obtainable and pay the net proceeds to the former holder.

3.8 Distribution of assets on a winding-up

If the Company is wound up, with the sanction of a special resolution and any other sanction required by law and subject to the Act, the liquidator may divide among the shareholders in specie the whole or any part of the assets of the Company and for that purpose may value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders. With the like sanction, the liquidator may vest the whole or any part of the assets in trustees upon such trusts for the benefit of the shareholders as he may with the like sanction determine, but no shareholder shall be compelled to accept any shares or other securities upon which there is a liability.

3.9 Restrictions on rights: failure to respond to a section 793 notice

If a shareholder, or any other person appearing to be interested in shares held by that shareholder, fails to provide the information requested in a notice given to him under section 793 of the Act by the Company in relation his interest in shares (the ''default shares'') within 28 days of the notice (or, where the default shares represent at least 0.25 per cent. of their class, 14 days of the notice), sanctions shall apply unless the Directors determine otherwise. The sanctions available are the suspension of the right to attend or vote (whether in person or by representative or proxy) at any general meeting or any separate meeting of the holders of any class or on any poll and, where the default shares represent at least 0.25 per cent. of their class (excluding treasury shares), the withholding of any dividend payable in respect of those shares and the restriction of the transfer of those shares (subject to certain exceptions).

3.10 Untraced shareholders

Subject to various notice requirements, the Company may sell any of a shareholder's shares if, during a period of 12 years, at least three dividends (either interim or final) on such shares have become payable and no cheque for amounts payable in respect of such shares has been presented and no warrant or other method of payment has been effected and no communication has been received by the Company from the shareholder or person concerned.

3.11 Appointment of Directors

Unless the Company determines otherwise by ordinary resolution, the number of Directors (other than alternate Directors) shall not be subject to any maximum but shall not be less than two. AI 21.2.2

Subject to the Articles, the Company may by ordinary resolution appoint a person who is willing to act as, and is permitted by law to do so, to be a Director either to fill a vacancy or as an additional Director. The Directors may appoint a person who is willing to act, and is permitted by law to do so, to be a Director, either to fill a vacancy or as an additional Director. A person appointed as a Director by the other Directors is required to retire at the Company's next annual general meeting and shall then be eligible for reappointment.

3.12 Powers of Directors

The business of the Company shall be managed by the Directors who, subject to the provisions of the Articles and to any directions given by special resolution to take, or refrain from taking, specified action, may exercise all the powers of the Company.

Any Director may appoint any other Director, or any other person approved by resolution of the Directors and willing to act and permitted by law to do so, to be an alternate Director.

3.13 Borrowings

The Board on behalf of the Company may exercise all the powers of the Company to borrow money, to indemnify, to guarantee and to mortgage or charge its undertaking property and uncalled capital and (subject to the provisions of the Statutes regarding authority to allot debentures convertible into shares) to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

3.14 Voting at board meetings

No business shall be transacted at any meeting of the Directors unless a quorum is present and the quorum may be fixed by the Directors; unless so fixed at any other number the quorum shall be two. A Director shall not be counted in the quorum present in relation to a matter or resolution on which he is not entitled to vote but shall be counted in the quorum present in relation to all other matters or resolutions considered or voted on at the meeting. An alternate Director who is not himself a Director shall, if his appointor is not present, be counted in the quorum.

Questions arising at a meeting of the Directors shall be decided by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

3.15 Restrictions on voting

Subject to any other provision of the Articles, a Director shall not vote at a meeting of the Directors on any resolution concerning a matter in which he has, directly or indirectly, a material interest (other than an interest in shares, debentures or other securities of, or otherwise in or through, the Company) unless his interest arises only because the case falls within certain limited categories specified in the Articles.

3.16 Directors' interests

Subject to the provisions of the Act and provided that the Director has disclosed to the other Directors the nature and extent of any material interest of his, a Director, notwithstanding his office, may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested and may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is interested.

3.17 Indemnity

Subject to the provisions of the Act, the Company may indemnify any person who is a Director, secretary or other officer (other than an auditor) of the Company, against (a) any liability whether in connection with any negligence, default, breach of duty or breach of trust by him in relation to the Company or any associated company or (b) any other liability incurred by or attaching to him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office; and purchase and maintain insurance for any person who is a Director, secretary, or other officer (other than an auditor) of the Company in relation to anything done or omitted to be done or alleged to have been done or omitted to be done as Director, secretary or officer.

3.18 General meetings

AI 21.2.5

In the case of the annual general meeting, twenty-one clear days' notice at the least shall be given to all the members and to the auditors. All other general meetings shall also be convened by not less than twenty-one clear days' notice to all those members and to the auditors unless the Company offers members an electronic voting facility and a special resolution reducing the period of notice to not less than fourteen clear days has been passed in which case a general meeting may be convened by not less than fourteen clear days' notice in writing.

No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a shareholder or a proxy for a shareholder or a duly authorised representative of a corporation which is a shareholder (including for this purpose two persons who are proxies or corporate representatives of the same shareholder), shall be a quorum.

A shareholder is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the Company. A shareholder may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. Subject to the provisions of the Act, any corporation (other than the Company itself) which is a shareholder may, by resolution of its directors or other governing body, authorise such person(s) to act as its representative(s) at any meeting of the Company, or at any separate meeting of the holders of any class of shares.

Delivery of an appointment of proxy shall not preclude a shareholder from attending and voting at the meeting or at any adjournment of it.

Directors may attend and speak at general meetings and at any separate meeting of the holders of any class of shares, whether or not they are shareholders.

A poll on a resolution may be demanded at a general meeting either before a vote on a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared. A poll may be demanded by the Chairman or by: (a) not less than two members having the right to vote at the meeting; or (b) a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or (c) a member or members holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

3.19 C Shares and Deferred Shares

The rights and restrictions attaching to the C Shares and the Deferred Shares arising on their conversion are summarised below.

(I) The following definitions apply for the purposes of this paragraph 3.19 only:

Calculation Date means the earliest of the:

(i) close of business on the date to be determined by the Directors occurring not more than 10 Business Days after the day on which the Investment Manager shall have given notice to the Directors that at least 90 per cent. of the Net Proceeds (or such other percentage as the Directors and Investment Manager shall agree) shall have been invested; or
(ii) close of business on the date falling six calendar months after the allotment of the C Shares or if such a date is not a Business Day the next following Business Day; or
(iii) close of business on the day on which the Directors resolve that Force Majeure Circumstances have arisen or are imminent;

Conversion means conversion of the C Shares into Ordinary Shares and Deferred Shares in accordance with paragraph (VIII) below;

Conversion Date means the close of business on such Business Day as may be selected by the Directors falling not more than 10 Business Days after the Calculation Date;

Conversion Ratio is the ratio of the net asset value per C Share to the net asset value per Ordinary Share, which is calculated as:

Where:

C is the aggregate of:

(a) the value of the investments of the Company attributable to the C Shares (other than investments which are subject to restrictions on transfer or a suspension of dealings, which are in each case to be valued in accordance with (ii) below) which are listed or dealt in on a stock exchange calculated by reference to the bid-market quotations at close of business of, or, if appropriate, the daily average of the prices market for, those investments on the Calculation Date on the principal stock exchange or market where the relevant investment is listed or dealt in or traded, as derived from the relevant exchange's or market's recognised method of publication of prices for such investments where such published prices are available;
(b) the value of all other investments of the Company attributable to the C Shares (other than investments included in (a) above) calculated by reference to the Directors' belief as to a fair current value for those investments on the Calculation Date after taking into account any other price publication services reasonably available to the Directors; and
(c) the amount which, in the Directors' opinion, fairly reflects, on the Calculation Date, the value of the current assets of the Company attributable to the C Shares (excluding the investments valued under (a) and (b) above but including cash and deposits with or balances at a bank and including any accrued income less accrued expenses and other items of a revenue nature);

D is the amount (to the extent not otherwise deducted from the assets attributable to the C Shares) which, in the Directors' opinion, fairly reflects the amount of the liabilities of the Company attributable to the C Shares on the Calculation Date;

E is the number of C Shares in issue on the Calculation Date;

F is the aggregate of:

(a) the value of all the investments of the Company (other than investments which are subject to restrictions on transfer or a suspension of dealings, which are in each case to be valued in accordance with (ii) below) which are listed or dealt in or traded on a stock exchange calculated by reference to the bid-market quotations at close of business of, or, if appropriate, the daily average of the prices marked for, those investments on the Calculation Date on the principal stock exchange or market where the relevant investment is listed or dealt in or traded as derived from the relevant exchange's or market's recognised method of publication of prices for such investments where such published prices are available;
(b) the value of all other investments of the Company (other than investments included in (a) above) calculated by reference to the Directors' belief as to a fair current value for those investments on the Calculation Date after taking into account any other price publication services reasonably available to the Directors; and
(c) the amount which, in the Directors' opinion, fairly reflects, on the Calculation Date, the value of the current assets of the Company (excluding the investments valued under (a) and (b) above but including cash and deposits with or balances at a bank and including any accrued income less accrued expenses and other items of a revenue nature);

G is the amount (to the extent not otherwise deducted in the calculation of F) which, in the Directors' opinion, fairly reflects the amount of the liabilities of the Company on the Calculation Date; and

H is the number of Ordinary Shares in issue on the Calculation Date (excluding any Ordinary Shares held in treasury),

provided that the Directors shall make such adjustments to the value or amount of A and B as the Auditors shall report to be appropriate having regard among other things, to the assets of the Company immediately prior to the date on which the Company first receives the Net Proceeds relating to the C Shares and/or to the reasons for the issue of the C Shares;

Deferred Shares means deferred shares of £0.001 each in the capital of the Company arising on Conversion;

Existing Ordinary Shares means the Ordinary Shares in issue immediately prior to Conversion;

Force Majeure Circumstances means (i) any political and/or economic circumstances and/or actual or anticipated changes in fiscal or other legislation which, in the reasonable opinion of the Directors, renders Conversion necessary or desirable; (ii) the issue of any proceedings challenging, or seeking to challenge, the power of the Company and/or its Directors to issue the C Shares with the rights proposed to be attached to them and/or to the persons to whom they are, and/or the terms upon which they are proposed to be issued; or (iii) the giving of notice of any general meeting of the Company at which a resolution is to be proposed to wind up the Company, whichever shall happen earliest; and

Net Proceeds means the net cash proceeds of the issue of the C Shares (after deduction of those commissions and expenses relating thereto and payable by the Company).

References to the Auditors confirming any matter should be construed to mean confirmation of their opinion as to such matter whether qualified or not.

References to ordinary shareholders, C Shareholders and deferred shareholders should be construed as references to holders for the time being of Ordinary Shares, C Shares and Deferred Shares respectively.

(II) The holders of the Ordinary Shares, the Management Shares, the C Shares and the Deferred Shares shall, subject to the provisions of the Articles, have the following rights to be paid dividends: AI 21.2.3
(a) the Deferred Shares (to the extent that any are in issue and extant) shall entitle the holders thereof to a cumulative annual dividend at a fixed rate of one per cent. of the nominal amount thereof, the first such dividend (adjusted pro rata temporis) (the ''Deferred Dividend'') being payable on the date six months after the Conversion Date on which such Deferred Shares were created in accordance with paragraph (VIII) (the ''Relevant Conversion Date'') and on each anniversary of such date payable to the holders thereof on the register of members on that date as holders of Deferred Shares but shall confer no other right, save as provided herein, on the holders thereof to share in the profits of the Company. The Deferred Dividend shall not accrue or become payable in any way until the date six months after the Conversion Date and shall then only be payable to those holders of Deferred Shares registered in the register of members of the Company as holders of Deferred Shares on that date. It should be noted that given the proposed repurchase of the Deferred Shares as described below, it is not expected that any dividends will accrue or be paid on such shares;
(b) the C Shareholders shall be entitled to receive in that capacity such dividends as the Directors may resolve to pay out of net assets attributable to the C Shares and from income received and accrued which is attributable to the C Shares;
(c) a holder of Management Shares shall be entitled (in priority to any payment of dividend on any other class of share) to a fixed cumulative preferential dividend of 0.01 per cent. per annum on the nominal amount of the Management Shares held

by him, such dividend to accrue annually and to be payable in respect of each accounting reference period of the Company within 21 days of the end of such period;

(d) the Existing Ordinary Shares shall confer the right to dividends declared in accordance with the Articles;
(e) the Ordinary Shares into which C Shares shall convert shall rank pari passu with the Existing Ordinary Shares for dividends and other distributions made or declared by reference to a record date falling after the Calculation Date; and
(f) no dividend or other distribution shall be made or paid by the Company on any of its shares (other than any Deferred Shares for the time being in issue) between the Calculation Date and the Conversion Date relating to such C Shares (both dates inclusive) and no such dividend shall be declared with a record date falling between the Calculation Date and the Conversion Date (both dates inclusive).
(III) The holders of the Ordinary Shares, the Management Shares, the C Shares and the Deferred Shares shall, subject to the provisions of the Articles, have the following rights as to capital: AI 21.2.3
(a) the surplus capital and assets of the Company shall on a winding-up or on a return of capital (otherwise than on a purchase by the Company of any of its shares) at a time when any C Shares are for the time being in issue and prior to the Conversion Date be applied, after having deducted therefrom an amount equivalent to (C-D) using the methods of calculation of C and D given in the definition of Conversion Ratio, which amount shall be applied amongst the C Shareholders pro rata according to the nominal capital paid up on their holdings of C Shares first, amongst the Management Shareholders pro rata according to the nominal capital paid up on their holdings of Management Shares and, second, amongst the existing Ordinary Shareholders pro rata according to the nominal capital paid up on their holdings of Existing Ordinary Shares provided however that the holders of the Management Shares shall only receive an amount up to the capital paid up on such Management Shares and the Management Shares shall not confer the right to participate in any surplus remaining following payment of such amount. For the purposes of this paragraph (III)(a) the Calculation Date shall be such date as the liquidator may determine; and
(b) the surplus capital and assets of the Company shall on a winding-up or on a return of capital (otherwise than on a purchase by the Company of any of its shares) at a time when no C Shares are for the time being in issue be applied as follows:
- (i) first, if there are Deferred Shares in issue, in paying to the deferred shareholders £0.01 in aggregate in respect of every one million Deferred Shares (or part thereof) of which they are respectively the holders; and
- (ii) secondly, the surplus shall be divided, first, amongst the Management Shareholders pro rata according to the nominal capital paid up on their holdings of Management Shares and, second, amongst the Ordinary Shareholders pro rata according to the nominal capital paid up on their holdings of Ordinary Shares provided however that the holders of the Management Shares shall only receive an amount up to the capital paid up on such Management Shares and the Management Shares shall not confer the right to participate in any surplus remaining following payment of such amount.
(IV) As regards voting:

AI 21.2.3

(a) the C Shares shall carry the right to receive notice of and to attend and vote at any general meeting of the Company. The voting rights of holders of C Shares will be the same as that applying to holders of Existing Ordinary Shares as set out in the Articles as if the C Shares and Existing Ordinary Shares were a single class; and

(b) the Deferred Shares and the Management Shares shall not carry any right to receive notice of nor to attend or vote at any general meeting of the Company unless, in the case of the Management Shares, no other shares are in issue at that time.
(V) The following shall apply to the Deferred Shares:
(a) the C Shares shall be issued on such terms that the Deferred Shares arising upon Conversion (but not the Ordinary Shares arising on Conversion) may be repurchased by the Company in accordance with the terms set out herein;
(b) immediately upon Conversion, the Company shall repurchase all of the Deferred Shares which arise as a result of Conversion for an aggregate consideration of one pence for every 1,000,000 Deferred Shares and the notice referred to in paragraph (VIII)(b) below shall be deemed to constitute notice to each C Shareholder (and any person or persons having rights to acquire or acquiring C Shares on or after the Calculation Date) that the Deferred Shares shall be repurchased immediately upon Conversion for an aggregate consideration of one pence for each holding of 1,000,000 Deferred Shares. On repurchase, each Deferred Share shall be treated as cancelled in accordance with section 706 of the Act without further resolution or consent; and
(c) the Company shall not be obliged to: (i) issue share certificates to the deferred shareholders in respect of the Deferred Shares; or (ii) account to any deferred shareholder for the repurchase moneys in respect of such Deferred Shares.
(VI) Without prejudice to the generality of the Articles, for so long as any C Shares are for the time being in issue it shall be a special right attaching to the Existing Ordinary Shares as a class and to the C Shares as a separate class that without the sanction or consent of such holders given in accordance with the Company's Articles:
(a) no alteration shall be made to the Articles of the Company;
(b) no allotment or issue will be made of any security convertible into or carrying a right to subscribe for any share capital of the Company other than the allotment or issue of further C Shares; and
(c) no resolution of the Company shall be passed to wind-up the Company.

For the avoidance of doubt but subject to the rights or privileges attached to any other class of shares, the previous sanction of a special resolution of the holders of Existing Ordinary Shares and C Shares, as described above, shall not be required in respect of:

(i) the issue of further Ordinary Shares ranking pari passu in all respects with the Existing Ordinary Shares (otherwise than in respect of any dividend or other distribution declared, paid or made on the Existing Ordinary Shares by the issue of such further Ordinary Shares); or
(ii) the sale of any shares held as treasury shares (as such term is defined in section 724 of the Act) in accordance with sections 727 and 731 of the Act or the purchase or redemption of any shares by the Company (whether or not such shares are to be held in treasury).
(VII) For so long as any C Shares are for the time being in issue, until Conversion of such C Shares and without prejudice to its obligations under applicable laws the Company shall:
(d) procure that the Company's records, and bank and custody accounts shall be operated so that the assets attributable to the C Shares can, at all times, be separately identified and, in particular but without prejudice to the generality of the foregoing, the Company shall, without prejudice to any obligations pursuant to applicable laws, procure that separate cash accounts, broker settlement accounts and investment ledger accounts shall be created and maintained in the books of the Company for the assets attributable to the C Shares;
(e) allocate to the assets attributable to the C Shares such proportion of the income, expenses and liabilities of the Company incurred or accrued between the date on which the Company first receives the Net Proceeds and the Calculation Date relating to such C Shares (both dates inclusive) as the Directors fairly consider to be attributable to the C Shares; and
(f) give appropriate instructions to the Investment Manager to manage the Company's assets so that such undertakings can be complied with by the Company.
(VIII) The C Shares for the time being in issue shall be sub-divided and converted into Ordinary Shares and Deferred Shares on the Conversion Date in accordance with the following provisions of this paragraph (VIII):
(a) the Directors shall procure that within 10 Business Days of the Calculation Date:
- (i) the Conversion Ratio as at the Calculation Date and the numbers of Ordinary Shares and Deferred Shares to which each C Shareholder shall be entitled on Conversion shall be calculated; and
- (ii) the Auditors shall be requested to confirm that such calculations as have been made by the Company have, in their opinion, been performed in accordance with the Articles and are arithmetically accurate whereupon such calculations shall become final and binding on the Company and all holders of the Company's shares and any other securities issued by the Company which are convertible into the Company's shares, subject to the proviso immediately after the definition of H in paragraph (I) above.
(b) The Directors shall procure that, as soon as practicable following such confirmation and in any event within 10 Business Days of the Calculation Date, a notice is sent to each C Shareholder advising such C Shareholder of the Conversion Date, the Conversion Ratio and the numbers of Ordinary Shares and Deferred Shares to which such C Shareholder will be entitled on Conversion.
(c) On conversion each C Share shall automatically subdivide into 10 conversion shares of £0.001 each and such conversion shares of £0.001 each shall automatically convert into such number of Ordinary Shares and Deferred Shares as shall be necessary to ensure that, upon such Conversion being completed:
- (i) the aggregate number of Ordinary Shares into which the same number of conversion shares of £0.001 each are converted equals the number of C Shares in issue on the Calculation Date multiplied by the Conversion Ratio (rounded down to the nearest whole Ordinary Share); and
- (ii) each conversion share of £0.001 which does not so convert into an Ordinary Share shall convert into one Deferred Share.
(d) The Ordinary Shares and Deferred Shares arising upon Conversion shall be divided amongst the former C Shareholders pro rata according to their respective former holdings of C Shares (provided always that the Directors may deal in such manner as they think fit with fractional entitlements to Ordinary Shares and Deferred Shares arising upon Conversion including, without prejudice to the generality of the foregoing, selling any Ordinary Shares representing such fractional entitlements and retaining the proceeds for the benefit of the Company).
(e) Forthwith upon Conversion, the share certificates relating to the C Shares shall be cancelled and the Company shall issue to each former C Shareholder new certificates in respect of the Ordinary Shares which have arisen upon Conversion to which he or she is entitled. Share certificates in respect of the Deferred Shares will not be issued.
(f) The Directors may make such adjustments to the terms and timing of Conversion as they in their discretion consider are fair and reasonable having regard to the interests of all Shareholders.

4 Interests of Directors

4.1 No Director has a service contract with the Company, nor are any such contracts proposed, each Director having been appointed pursuant to a letter of appointment entered into with the Company. The Directors' appointments can be terminated in accordance with the Articles and without compensation. The Directors are subject to retirement by rotation in accordance with the Articles. AI 16.1 AI 16.2 There is no notice period specified in the letters of appointment or Articles for the removal of Directors. The Articles provide that the office of Director shall be terminated by, among other things: (i) written resignation; (ii) unauthorised absences from board meetings for six consecutive months or more; or (iii) written request of all of the other Directors.

4.2 The Directors' current level of remuneration is £25,000 per annum for each Director other than the Chairman, who receives £35,000 per annum. The Directors are entitled to additional fees for serving on any committees of the Board. AI 15.1

There are no amounts set aside or accrued by the Company to provide pension, retirement or similar benefits. AI 15.2

4.3 The Company has not made any loans to the Directors which are outstanding, nor has it ever provided any guarantees for the benefit of any Director or the Directors collectively.
4.4 Over the five years preceding the date of this Registration Document, the Directors hold or have held the following directorships (apart from their directorships of the Company) or memberships of the following administrative, management or supervisory bodies and/or partnerships: AI 14.1(a)

Name	Current	Previous
Andy Pomfret	Aberdeen New Thai Investment Trust plc ASDL Residents Property Management Limited Graphite Enterprise Trust plc Interactive Investor plc Old Mutual Wealth Management Limited Sanne Group plc Wealth Management Association Limited	Arcticstar Limited Beazley plc Bezley Furlonge Limited Crennaco Limited Dean River Asset Management Limited Parthian Limited Rathbone Brothers plc Rathbone Investment Management Limited Rathbone Nominees Limited Rathbone Pension and Advisory Services Limited Rathbone Trust Company Limited Rathbone Unit Trust Management Limited Riverbury Limited Temple Quay Pension Trustees Limited
Peter Dicks	Capital Accumulation Ltd Foresight 2 VCT plc Foresight 3 VCT plc Foresight 4 VCT plc Foresight Solar Fund Limited Foresight VCT plc Graphite Enterprise Trust plc Interactive Investor plc Mercia Fund I General Partner Limited Mears Group plc Private Equity Investor plc SVM UK Emerging Fund plc Unicorn AIM VCT	Committed Capital VCT plc Daniel Stewart Securities plc Foresight Clearwater VCT plc Miton Income Opportunities Trust plc Polar Capital Technology Trust plc Sportingbet plc Standard Microsystems, Inc. Waterline Group plc
Jan Etherden	Ruffer Investment Company Limited TwentyFour Income Fund Limited	—
Ashe Windham	Castle and Gardens of Mey Limited Dunlossit Trustees Limited EFG Asset Management (UK) Limited Hurstbourne Trustees Limited LPT Trading Limited Old Etonian Trust (The) PLMS Trustees Limited Ruffer Investment Company Limited The Houghton Club Limited The North Highland Initiative Upper Oykel Fishings Limited	—

4.5 The Directors in the five years before the date of this Registration Document:
(i) do not have any convictions in relation to fraudulent offences;
(ii) have not been associated with any bankruptcies, receiverships or liquidations of any partnership or company through acting in the capacity as a member of the administrative, management or supervisory body or as a partner, founder or senior manager of such partnership or company; and
(iii) do not have any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) and have not been disqualified by a court from acting as a member of the administration, management or supervisory bodies of any issuer or from acting in the management or conduct of the affairs of any issuer.
4.6 As at the Latest Practicable Date, the Directors held the following interests in the share capital of the Company: AI 17.2

Name	Number of Ordinary Shares	Percentage of issued Ordinary Share capital
Andy Pomfret	100,000	0.09
Peter Dicks	230,000	0.21
Jan Etherden	50,000	0.05
Ashe Windham	50,000	0.05

4.7 Mr Windham and his family are interested in, in aggregate, a small number of shares in Miton Group plc, the parent company of the Investment Manager. Mr Dicks is also interested in a small number of shares in Miton Group plc.
4.8 None of the Directors has any conflict of interest or potential conflicts of interest between any duties to the Company and his private interests and any other duties. AI 14.2

5 Major Shareholders and related party transactions

5.1 So far as is known to the Company by virtue of the notifications made to it pursuant to the Disclosure and Transparency Rules, as at the date of this Registration Document the following persons held directly or indirectly three per cent. or more of the Company's voting rights: AI 18.1

Name	Number of voting rights held	% of voting rights
Miton Group Plc	7,000,000	6.36%
Brewin Dolphin Limited	6,057,250	5.50%
Investec Wealth & Investment Limited	5,329,420	4.84%
City Of Bradford Metropolitan District Council	4,000,000	3.63%

5.2 All Shareholders have the same voting rights in respect of the share capital of the Company in respect of the same class of shares. AI 18.2
5.3 The Company and the Directors are not aware of any person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company. AI 18.3
5.4 The Company and the Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company. AI 18.4
5.5 The Company has not entered into any related party transaction at any time since incorporation. AI 19

6 Investment restrictions

The Company will at all times invest and manage its assets with the objective of spreading risk and in accordance with its published investment policy as set out in Part 1 of this Registration Document.

AI 10.4

In order to comply with the Listing Rules, the Company will not invest more than 10 per cent. of its Gross Assets in other listed closed-ended investment funds, except that this restriction shall not apply to investments in listed closed-ended investment funds which themselves have stated investment policies to invest no more than 15 per cent. of their gross assets in other listed closed-ended investment funds.

In the event of a breach of the investment policy set out in Part 1 of this Registration Document and the investment restrictions set out therein, the Investment Manager shall inform the Board upon becoming aware of the same and if the Board considers the breach to be material, notification will be made to a Regulatory Information Service.

The Company must not conduct any trading activity which is significant in the context of its group as a whole.

7 Material contracts

Save as described below, the Company has not: (i) entered into any material contracts (other than contracts in the ordinary course of business) since its incorporation; or (ii) entered into any contracts that contain provisions under which the Company has any obligation or entitlement that is material to the Company as at the date of this Registration Document. AI 22

7.1 Share Issuance Agreement

A Share Issuance Agreement dated 4 February 2016 between the Company, the Investment Manager, the Directors and Peel Hunt whereby Peel Hunt has undertaken, as agent for the Company, to use its reasonable endeavours to procure subscribers under the Placing and any Subsequent Placing under the Share Issuance Programme for Shares at the Issue Price or Share Issuance Programme Price, as applicable.

The Share Issuance Agreement is subject to, inter alia, the Shares to be issued pursuant to the Share Issuance Programme being admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. Conditional upon completion of the any relevant issue under the Share Issuance Programme, Peel Hunt is entitled to receive a commission from the Company based on the value of any Shares issued under the Share Issuance Programme.

Under the Share Issuance Agreement, which may be terminated by Peel Hunt in certain circumstances prior to any Admission, the Company and the Investment Manager have given certain warranties and indemnities to Peel Hunt and the Directors have given certain warranties to Peel Hunt. These warranties and indemnities are customary for an agreement of this nature.

The Share Issuance Agreement is governed by the laws of England and Wales.

7.2 Receiving Agent Agreement for Share Issuance Programme

The Receiving Agent Agreement between the Company and the Receiving Agent dated 4 February 2016, pursuant to which the Receiving Agent and its Affiliates and their directors, officers, employees and agents has agreed to provide receiving agent duties and services to the Company in respect of the Offer for Subscription.

The Receiving Agent Agreement contains a provision whereby the Company indemnifies the Receiving Agent against any and all losses, damages, liabilities, professional fees, court costs and expenses resulting or arising from the Company's breach of the agreement and, in addition, any third-party claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with the agreement or the services provided thereunder, except to the extent such losses are determined to have resulted solely from fraud, wilful default or negligence on the Receiving Agent's part. The indemnity is customary for an agreement of this nature.

The Receiving Agent Agreement is governed by the laws of England and Wales.

7.3 Placing Agreement

A Placing Agreement dated 8 April 2015 between the Company, the Investment Manager, the Directors and Peel Hunt whereby Peel Hunt agreed, as agent for the Company, to use its reasonable endeavours to procure subscribers for Shares at the time of the Company's IPO.

In consideration of its services Peel Hunt was entitled to receive a commission of 1.5 per cent. of the value of the Ordinary Shares issued pursuant to the Company's IPO, excluding any Ordinary Shares subscribed for by any member of the Miton group, any fund managed or advised by any member of the Miton group and any partner, member, officer or employee of any member of the Miton group or any of their respective friends, family or specific clients and on which Ordinary Shares the commission payable to Peel Hunt was 1.0 per cent of the value of the Ordinary Shares issued.

The Placing Agreement was governed by the laws of England and Wales.

7.4 Management Agreement

A Management Agreement dated 8 April 2015 between the Company and the Investment Manager, pursuant to which the Investment Manager is appointed to act as investment manager and AIFM of the Company with responsibility for portfolio management and risk management of the Company's investments. The Investment Manager will also act as the Company's valuer for the purposes of AIFMD and is responsible for the proper valuation of the Company's assets, such valuation data to be provided to the Administrator who will assist in relation to the calculation of NAV under the terms of the Administration Agreement. With the agreement of the Company, the Investment Manager is entitled to delegate certain of its duties under the Management Agreement to such person as it thinks fit. The Investment Manager has delegated investment management to Miton Asset Management Limited.

Under the terms of the Management Agreement, the Investment Manager is entitled to a management fee together with reimbursement of all reasonable costs and expenses incurred by it in the performance of its duties. Details of the management fee are set out in Part 3 of this Registration Document under the sub-heading ''Ongoing annual expenses''.

The Management Agreement is terminable by either the Investment Manager or the Company giving to the other not less than 12 months' written notice, such notice not to expire earlier than the second anniversary of first admission, being 30 April 2015. The Management Agreement may be terminated with immediate effect on the occurrence of certain events, including insolvency or in the event of a material breach which fails to be remedied within thirty days of receipt of notice.

The Company has given an indemnity in favour of the Investment Manager in respect of the Investment Manager's potential losses in carrying on its responsibilities under the Management Agreement. The indemnity is customary for an agreement of this nature.

The Management Agreement is governed by the laws of England and Wales.

7.5 Company Secretarial Services Agreement

The Company Secretarial Services Agreement between the Company and Capita Registrars Limited on behalf of the Company Secretary dated 8 April 2015, pursuant to which Capita Registrars Limited has agreed to provide certain company secretarial services to the Company and the Company Secretary is the named company secretary of the Company.

Under the terms of the Company Secretarial Services Agreement, the Company Secretary is entitled to customary fees. The Company Secretary will also be entitled to reimbursement of all reasonable out of pocket expenses incurred by it in providing its services under the agreement.

The Company Secretarial Services Agreement is for an initial period of 12 months from the date of the agreement and thereafter shall automatically renew for successive periods of 6 months unless or until terminated by either party on at least 6 months' written notice. In addition, either party may terminate the Company Secretarial Services Agreement:

(i) by service of three months' written notice should the parties not reach an agreement regarding any increase of the fees payable under the Company Secretarial Services Agreement; or
(ii) upon service of written notice if the other party commits a material breach of its obligations under the Company Secretarial Services Agreement (including any payment default) which that party has failed to remedy within 45 days of receipt of a written notice to do so from the first party; or

(iii) upon service of written notice if a resolution is passed or an order made for the windingup, dissolution or administration of the other party, or if the other party is declared insolvent or if an administrator, administrative receiver, manager or provisional liquidator (or similar officer to any of the foregoing in the relevant jurisdiction) is appointed over the whole of or a substantial part of the other party or its assets or undertakings.

The Company Secretarial Services Agreement limits the Company Secretary's liability thereunder to the lesser of £500,000 or an amount equal to 5 times the annual fee payable to the Company Secretary pursuant to the Company Secretarial Services Agreement. The Company has agreed to indemnify, defend and hold harmless the Company Secretary, its directors, officers, employees and agents from and against all losses, damages, liabilities, professional fees, court costs and expenses resulting or arising from the Company's breach of the agreement and, in addition, any third-party claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with the agreement, except to the extent such losses are determined to have resulted from fraud, wilful default or negligence on the Company Secretary's part. This indemnity is customary for an agreement of this nature.

The Company Secretarial Agreement is governed by the laws of England.

7.6 Administration Agreement

The Administration Agreement between the Company, the Investment Manager and the Administrator dated 8 April 2015, pursuant to which the Administrator has agreed to provide certain administrative services to the Company.

Under the agreement, the Administrator shall provide general fund administration services (including calculation of the NAV based on the valuation data provided by the Investment Manager), bookkeeping and accounts preparation.

Under the terms of the Administration Agreement, the Administrator is entitled to customary fees. The Administrator will also be entitled to reimbursement of all out of pocket costs and expenses reasonably and properly incurred by it in providing its services under the agreement.

The Administration Agreement is for an initial period of one year from the date of the agreement. Either the Company or the Administrator may terminate the Administration Agreement by giving at least 6 months' prior written notice to the Administrator, such notice not to expire earlier than the expiry of the initial period. The agreement shall terminate automatically if (a) the Company or the Administrator is in material breach of the agreement and that party has neither made material progress to remedy the breach nor actually remedied the breach within 60 days of receipt of written notice specifying the breach; or (b) in certain standard insolvency events. In addition, either the Company or the Administrator may terminate the agreement by service of three months' written notice should the Company and the Administrator not reach an agreement regarding any increase of the fees payable under the Administration Agreement. The Investment Manager may terminate the provision of its services required pursuant to the requirements of the AIFMD on three months' written notice to the Company and the Administrator. In the event of such termination the Company may request that the Administrator provides such services.

The Company has agreed to indemnify the Administrator, and its affiliates and their directors, officers and employees from and against any and all losses incurred by the Administrator provided they have not resulted from the negligence, fraud, fraudulent misrepresentation or wilful default of the Administrator or the indemnified parties. The indemnity is customary for an agreement of this nature.

The Administration Agreement is governed by the laws of England.

7.7 Depositary Agreement

The Depositary Agreement dated 8 April 2015, between the Company, the Investment Manager and the Depositary, pursuant to which the Depositary is appointed as the Company's depositary for the purposes of the AIFM Directive.

The Depositary Agreement provides for the Depositary and its employees, officers, directors, servants and agents to be indemnified by the Company from any and all reasonable costs, liabilities and expenses resulting directly or indirectly from the Depositary or employees, officers and directors of the Depositary acting on behalf of the Depositary carrying out its obligations under the Depositary Agreement, except in the case of negligence, intentional

AXV 5.1

failure or in the event such indemnification would be contrary to law. The Company further indemnifies the Depositary and its delegates and its delegates' agents from any and all taxes, charges, expenses (including reasonable legal fees), assessments, claims or liabilities in relation to the performance of services under the Agreement except those that arise from negligence (whether through an act or an omission) or wilful misconduct or in the case of any liability imposed by mandatory law.

In accordance with the terms of the Depositary Agreement, and subject to the provisions of the AIFM Directive, the Depositary may delegate its safe-keeping functions in relation to financial instruments and other assets of the Company. Except where liability has been transferred or discharged in accordance with the AIFM Directive, the liability of the Depositary shall not be affected by any delegation of its custody function and the Depositary shall be liable to the Company or its investors for the loss of financial instruments by the Depositary or a third party to whom the custody of financial instruments has been delegated. The Depositary may discharge its responsibility in case of a loss of a financial instrument: (i) in the event it can prove that the loss has arisen as a result of an external event beyond its reasonable control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary; and (ii) where a delegate does not meet the requirements under article 21(14) of the AIFM Directive where the laws of a third country require that certain financial instruments be held by a local entity and there are no local entities that satisfy the delegation requirements of article 21(11) of the AIFM Directive.

Otherwise than in respect of a loss of financial instruments the Depositary shall only be liable to the Company for any damages incurred by the Company or its investors as a direct result of the Depositary's negligent or intentional failure to properly fulfil its obligations pursuant to the Depositary Agreement. Under no circumstances shall the Depositary be liable to the Company or any other person for indirect or consequential damages.

The Depositary Agreement is terminable by any party giving to the other parties not less than 90 days' written notice. The Depositary Agreement may be terminated earlier by the Company, the AIFM or the Depositary on the occurrence of certain events, including: (i) if another party has committed a material breach of the terms of the Depositary Agreement which is not remedied within 2 weeks; or (ii) in the case of insolvency of a party.

The Depositary Agreement is governed by the laws of England and Wales.

7.8 IPO Receiving Agent Agreement

The IPO Receiving Agent Agreement between the Company and the Receiving Agent dated 8 April 2015, pursuant to which the Receiving Agent and its Affiliates and their directors, officers, employees and agents agreed to provide receiving agent duties and services to the Company in respect of its IPO.

The IPO Receiving Agent Agreement contains a provision whereby the Company indemnifies the Receiving Agent against any and all losses, damages, liabilities, professional fees, court costs and expenses resulting or arising from the Company's breach of the agreement and, in addition, any third-party claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with the agreement or the services provided thereunder, except to the extent such losses are determined to have resulted solely from fraud, wilful default or negligence on the Receiving Agent's part. The indemnity is customary for an agreement of this nature.

The IPO Receiving Agent Agreement is governed by the laws of England and Wales.

7.9 Registrar Agreement

The Registrar Agreement between the Company and the Registrar dated 8 April 2015, pursuant to which the Registrar has been appointed as registrar to the Company.

The Registrar Agreement is for an initial period of three years from the date of Admission and thereafter shall automatically renew for successive periods of six months unless or until terminated by either party on at least six months' written notice, such notice to expire at the end of the initial period or at any time thereafter. In addition, either party may terminate the Registrar Agreement:

(i) by service of 3 months' written notice should the parties not reach an agreement regarding any increase of the fees payable under the Registrar Agreement; or

(ii) upon service of written notice if the other party commits a material breach of its obligations under the Registrar Agreement (including any payment default) which that party has failed to remedy within 45 days of receipt of a written notice to do so from the first party; or
(iii) upon service of written notice if a resolution is passed or an order made for the windingup, dissolution or administration of the other party, or if the other party is declared insolvent or if an administrator, administrative receiver, manager or provisional liquidator (or similar officer to any of the foregoing in the relevant jurisdiction) is appointed over the whole of or a substantial part of the other party or its assets or undertakings.

The Registrar Agreement limits the Registrar's liability thereunder to the lesser of £500,000 or an amount equal to 5 times the annual fee payable to the Registrar pursuant to the Registrar Agreement. The Company indemnifies the Registrar against all claims relating to or arising from or in connection with the Registrar Agreement, save in the case of fraud, wilful default or negligence on the part of the Registrar. The indemnity is customary for an agreement of this nature.

The Registrar Agreement is governed by the laws of England and Wales.

8 Litigation

There have been no governmental, legal or arbitration proceedings, and the Company is not aware of any governmental, legal or arbitration proceedings pending or threatened, since its incorporation which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Company. AI 20.8

9 Significant change

As at the date of this Registration Document, there has been no significant change in the financial or trading position of the Company since 31 October 2015, being the date to which the Company's interim financial information has been prepared. AI 20.9

10 General

10.1 Where information has been sourced from third parties, the Company confirms that this information has been accurately reproduced and that, so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The sources of information have been disclosed. AI 23.2
10.2 No audited financial information is included in this document.

AI 20.4.2

10.3 Miton Trust Managers Limited has given and not withdrawn its written consent to the inclusion in this Registration Document of references to its name in the form and context in which they appear. AI 23.1
10.4 Miton Trust Managers Limited accepts responsibility for and has authorised the inclusion (in the form and context in which it is included) of the information attributed to it in this Registration Document, including without limitation the information contained in Part 2 ''Investment Case'' and the paragraph entitled ''Investment Manager'' in Part 3 of this Registration Document, and declares that, having taken all reasonable care to ensure that such is the case, the information attributed to it in this Registration Document is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
10.5 Peel Hunt is acting as sponsor and placing agent to the Share Issuance Programme and has given and not withdrawn its written consent to the inclusion in this Registration Document of references to its name in the form and context in which they appear. AI 23.1
10.6 Ernst & Young LLP of 1 More London Place, London SE1 2AF has given and not withdrawn its written consent to the inclusion in this Registration Document of its report set out in Part A of Part 4 in the form and context in which it appears and has authorised the contents of its report for the purposes of Prospectus Rule 5.5.3R(2)(f). AI 23.1
10.7 The effect of the Issue will be to increase the net assets of the Company. On the assumption that the Issue is subscribed as to 60 million C Shares, the fundraising is expected to increase the net assets of the Company by approximately £29.4 million. AI 20.2
10.8 In accordance with the AIFM Rules, the AIFM will ensure that the following information in relation to the Company's portfolio is published in the Company's annual report and audited accounts:
(i) the current risk profile of the Company and the risk management systems employed by the AIFM to manage those risks;
(ii) any changes to the maximum level of leverage which the AIFM may employ on behalf of the Company as well as any right of the re-use of collateral or any guarantee granted under the leveraging arrangement. The Company will, in addition, notify Shareholders of any such changes, rights or guarantees without undue delay by issuing an announcement via a Regulatory Information Service and is required to seek prior Shareholder approval for any material change to the Company's investment policy; and
(iii) the total amount of leverage employed by the Company.

11 Auditors

The auditors to the Company are Ernst & Young LLP of 1 More London Place, London SE1 2AF. Ernst & Young LLP is registered to carry on audit work by The Institute of Chartered Accountants in England and Wales (ICAEW). AI 2.1

12 Depositary

BNY Mellon Trust & Depositary (UK) Limited, whose registered office is located at 160 Queen Victoria Street, London EC4V 4LA, acts as the Company's depositary. The Depositary is a private limited company, registered with number 03588038 and its telephone number is +44 20 7570 1784. The Depositary was incorporated on 25 June 1998 under the laws of the England and Wales. The Depositary maintains its registered office and place of central administration in the United Kingdom. AXV 5.1

The Depositary is not involved, directly or indirectly, with the business affairs, organisation, sponsorship or management of the Company and is not responsible for the preparation of this Registration Document and accepts no responsibility for any information contained in this Registration Document.

The Depositary's asset ownership and verification duties with respect to non-custodiable assets of the Company apply on a look-through basis to underlying assets held by financial or legal structures established by the Company or by the AIFM acting on behalf of the Company for the purpose of investing in the underlying assets and which are controlled directly or indirectly by the Company or the AIFM acting on behalf of the Company.

The Depositary's duty regarding monitoring of cash flows shall not apply to cash held by financial or legal structures directly or indirectly controlled by the Company or the AIFM acting on behalf of the Company.

Where laws of a third country require that certain financial instruments be held in custody by a local entity and there are no local entities that satisfy the delegation requirements under the AIFM Directive, the Depositary can discharge itself of liability in certain circumstances under certain conditions.

13 Documents on display

AI 24

The following documents will be available for inspection during usual business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH until 3 February 2017:

13.1 this Registration Document;
13.2 the Summary;
13.3 the Securities Note;
13.4 the Articles; and
13.5 the historical financial information for the period from incorporation (26 March 2015) to 31 October 2015.

Dated 4 February 2016

PART 6

DEFINITIONS

Act	the Companies Act 2006, as amended from time to time
Administration Agreement	the administration agreement dated 8 April 2015, between the Company, the AIFM and the Administrator, summarised in paragraph 7.6 of Part 5 of this Registration Document
Administrator	Capita Sinclair Henderson Limited
Admission	the admission of the Shares to be issued pursuant to the Share Issuance Programme: (i) to the premium segment of the Official List; and (ii) to trading on the London Stock Exchange's main market for listed securities, becoming effective in accordance with the Listing Rules and the admission and disclosure standards of the London Stock Exchange, including, where the context requires, admission of the C Shares to be issued pursuant to the Issue
AGM	annual general meeting
AIC Code	the Association of Investment Companies' Code of Corporate Governance, as amended from time to time
AIC Guide	the Association of Investment Companies' Corporate Governance Guide for Investment Companies, as amended from time to time
AIF	alternative investment fund
AIFM	alternative investment fund manager, being, at the date of this Registration Document, the Investment Manager
AIFM Directive	Directive 2011/61/EU on Alternative Investment Fund Managers
AIFM Rules	the AIFM Directive and all applicable rules and regulations implementing the AIFM Directive in the UK
AIM	the market of that name operated by the London Stock Exchange
Articles	the articles of association of the Company as at the date of this Registration Document or, in the context of any Subsequent Issues under the Share Issuance Programme, as at the date of the relevant issue under the Share Issuance Programme
Auditors	Ernst & Young LLP or such other auditor as the Company may appoint from time to time
Audit Committee	the audit committee of the Board
Benefit Plan Investor	a ''benefit plan investor'' as defined in Section 3(42) of ERISA and any regulations promulgated by the US Department of Labor thereunder, being ''employee benefit plans'' as defined in Section 3(3) of ERISA that are subject to Title I of ERISA, ''plans'' that are subject to the prohibited transaction provisions of Section 4975 of the US Internal Revenue Code, and entities the assets of which are treated as ''plan assets'' under Section 3(42) of ERISA and any regulations promulgated thereunder
Business Day	a day (excluding Saturdays and Sundays or public holidays in England and Wales) on which banks generally are open for business in London for the transaction of normal business
C Shareholder	a holder of C Shares
C Shares	C shares of £0.01 each in the capital of the Company having the rights and restrictions set out in paragraph 3.19 of Part 5 of this Registration Document

Calculation Date	the time and date referred to in paragraph 3.19(I) of Part 5 of this Registration Document
Capita Asset Services	a trading name of Capita Registrars Limited
certificated form	not in uncertificated form
Company	Miton UK MicroCap Trust plc
Company Secretarial Services Agreement	the company secretarial agreement dated 8 April 2015, between the Company and Capita Registrars Limited on behalf of the Company Secretary, summarised in paragraph 7.5 of Part 5 of this Registration Document
Company Secretary	Capita Company Secretarial Services Limited
Conversion	the conversion of C Shares into new Ordinary Shares, as described in paragraph 3.19(I) of Part 5 of this Registration Document
Conversion Date	the time and date referred to in paragraph 3.19(I) of Part 5 of this Registration Document
Conversion Ratio	the ratio at which the C Shares convert into Ordinary Shares
CREST	the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended
Deferred Shares	deferred shares of £0.001 each in the capital of the Company arising on Conversion
Depositary	BNY Mellon Trust & Depositary (UK) Limited
Depositary Agreement	the depositary agreement dated 8 April 2015, between the Company, the AIFM and the Depositary, summarised in paragraph 7.7 of Part 5 of this Registration Document
Directors or Board	the board of directors of the Company
Disclosure and Transparency Rules	the disclosure and transparency rules made by the FCA under Part VI of FSMA
EEA	European Economic Area
ERISA	the United States Employee Retirement Income Security Act of 1974, as amended
Euroclear	Euroclear UK & Ireland Limited
Exchange Act	the United States Securities Exchange Act of 1934, as amended
FATCA	the Foreign Account Tax Compliance Act
FCA	the UK Financial Conduct Authority
FSMA	the UK Financial Services and Markets Act 2000, as amended
Future Securities Note	a securities note to be issued in the future by the Company in respect of each issue, if any, of Shares (other than pursuant to the Issue or a Subsequent Placing) made pursuant to this Registration Document and subject to separate approval by the FCA

Future Summary	a summary to be issued in future by the Company in respect of each issue, if any, of Shares (other than pursuant to the Issue or a Subsequent Placing) made pursuant to this Registration Document and subject to separate approval by the FCA
GDP	gross domestic product
Gross Assets	the gross assets of the Company as determined in accordance with the accounting principles adopted by the Company from time to time
HMRC	HM Revenue & Customs
IFRS	International Financial Reporting Standards
Intermediaries Offer	the offer of Shares by certain intermediaries to retail investors
Intermediaries Offer Adviser	Peel Hunt LLP
Investment Manager or AIFM	Miton Trust Managers Limited
IPO	initial public offering
IPO Receiving Agent Agreement	the agreement dated 8 April 2015 between the Company and the Receiving Agent, summarised in paragraph 7.8 of Part 5 of this Registration Document
Issue	the Placing, the Offer for Subscription and the Intermediaries Offer
Issue Price	50 pence per C Share
Latest Practicable Date	close of business on 2 February 2016, being the latest practicable date prior to the date of this Registration Document for ascertaining certain information contained herein
Listing Rules	the listing rules made by the UK Listing Authority under section 73A of FSMA
London Stock Exchange	London Stock Exchange plc
Management Agreement	the investment management agreement dated 8 April 2015, between the Investment Manager and the Company, summarised in paragraph 7.4 of Part 5 of this Registration Document
Management Shares	non-redeemable preference shares of 100 pence each in the capital of the Company held, at the date of this Registration Document, by the Investment Manager
Market Capitalisation	the average of the mid-market prices for an Ordinary Share and a C Share, respectively, as derived from the Daily Official List of the London Stock Exchange on each Business Day in the relevant calendar month multiplied by the number of Ordinary Shares and C Shares, respectively, in issue on the last Business Day of the relevant calendar month excluding any Ordinary Shares or C Shares held by the Company in treasury
Member State	any member state of the EEA
MicroCap Companies	companies typically with a market capitalisation of less than £150 million
Money Laundering Directive	the Money Laundering Directive (2005/60/EC) of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing
Money Laundering Regulations	the Money Laundering Regulations 2007

NAV or Net Asset Value	the value of the assets of the Company less its liabilities, determined in accordance with the accounting principles adopted by the Company from time to time
NAV per C Share or Net Asset Value per C Share	the Net Asset Value attributable to the C Shares divided by the number of C Shares in issue
NAV per Ordinary Share or Net Asset Value per Ordinary Share	the Net Asset Value attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (excluding any Ordinary Shares held in treasury)
Offer for Subscription	the offer for subscription for C Shares at the Issue Price
Official List	the official list maintained by the UK Listing Authority
Ordinary Shareholder	a holder of Ordinary Shares
Ordinary Shares	redeemable ordinary shares of £0.001 each in the capital of the Company
Peel Hunt	Peel Hunt LLP, the Company's Sponsor, Broker, Placing Agent and Intermediaries Offer Adviser
Placing	the conditional placing of C Shares by Peel Hunt at the Issue Price under the Issue pursuant to the Share Issuance Agreement
Placing Agreement	the conditional placing agreement dated 8 April 2015, between the Company, the Directors, the Investment Manager and Peel Hunt, summarised in paragraph 7.3 of Part 5 of this Registration Document
Prospectus Directive	Directive 2003/71/EC of the European Parliament and of the Council of the European Union and any relevant implementing measure in each Relevant Member States
Prospectus Rules	the rules and regulations made by the FCA under Part VI of FSMA
Receiving Agent	Capita Registrars Limited, trading as Capita Asset Services
Receiving Agent Agreement	the agreement dated 4 February 2016 between the Company and the Receiving Agent, summarised in paragraph 7.2 of Part 5 of this Registration Document
Redemption Point	5.00 p.m. on the last Business Day in April each year on which date holders of Ordinary Shares which have submitted valid Redemption Requests to have their Ordinary Shares redeemed will be considered for redemption at the discretion of the Board
Redemption Pool	the pool of cash, assets and liabilities to be created in respect of a particular Redemption Point and allocated to the Ordinary Shares which are the subject of Redemption Requests for that Redemption Point
Redemption Request	a notice to the Company to redeem Ordinary Shares in the form from time to time prescribed by the Company
Register	the register of members of the Company
Registrar	Capita Registrars Limited, trading as Capita Asset Services
Registrar Agreement	the agreement dated 8 April 2015, between the Company and the Registrar, summarised in paragraph 7.9 of Part 5 of this Registration Document
Regulatory Information Service	a service authorised by the UK Listing Authority to release regulatory announcements to the London Stock Exchange
Relevant Member State	each Member State which has implemented the Prospectus Directive or where the Prospectus Directive is applied by the regulator

Restricted Jurisdiction	each of Australia, Canada, Japan, the Republic of South Africa and the United States
SEC	the United States Securities and Exchange Commission
Securities Note	the securities note dated 4 February 2016 issued by the Company in respect of the Shares made available pursuant to this Registration Document and approved by the FCA
Shares	Ordinary Shares and/or C Shares, as the context may require
Share Issuance Agreement	the share issuance agreement dated 4 February 2016, between the Company, the Investment Manager, the Directors and Peel Hunt, summarised in paragraph 7.1 of Part 5 of this Registration Document
Share Issuance Programme	the Issue and the proposed programme of Subsequent Issues of Shares on the terms set out in the Securities Note (and any Future Securities Note)
Share Issuance Programme Price	the price at which Shares will be issued to prospective investors under the Share Issuance Programme (other than the Issue), as described in the Securities Note
Shareholder	a holder of Shares, as the context requires
SIPP	a self-invested personal pension as defined in Regulation 3 of the Retirement Benefits Schemes (Restriction on Discretion to Approve) (Permitted Investments) Regulations 2001 of the UK
Subsequent Admission	Admission of any Shares issued pursuant to the Share Issuance Programme (other than the Issue)
Subsequent Issue	any placing, open offer, offer for subscription and/or intermediaries offer of Shares pursuant to the Share Issuance Programme (other than the Issue)
Subsequent Placing	any placing of Shares pursuant to the Share Issuance Programme (other than the Issue) described in the Securities Note
Summary	the summary dated 4 February 2016 issued by the Company pursuant to this Registration Document and the Securities Note and approved by the FCA
Takeover Code	The City Code on Takeovers and Mergers
UK	the United Kingdom of Great Britain and Northern Ireland
UK Listing Authority or UKLA	the FCA acting in its capacity as the competent authority for the purposes of admissions to the Official List
uncertificated or in uncertificated form	a Share recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
Underlying Applicants	investors who wish to acquire C Shares under the Intermediaries Offer who are clients of any Intermediary
United States or US	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
US Code	the US Internal Revenue Code of 1986, as amended
US Investment Company Act	the United States Investment Company Act of 1940, as amended
US Person	a US Person as defined for the purposes of Regulation S
US Securities Act	the United States Securities Act of 1933, as amended

THIS SECURITIES NOTE, THE REGISTRATION DOCUMENT AND THE SUMMARY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take you are recommended to seek your own financial advice immediately from an independent financial adviser who specialises in advising on shares or other securities and who is authorised under the Financial Services and Markets Act 2000 (as amended) (''FSMA'') or, if you are not resident in the UK, from another appropriately authorised independent financial adviser in your own jurisdiction.

This Securities Note, the Registration Document and the Summary together comprise a prospectus relating to Miton UK MicroCap Trust plc (the ''Company'') (the ''Prospectus'') prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (''FCA'') made pursuant to section 73A of FSMA and has been filed with the FCA in accordance with Rule 3.2 of the Prospectus Rules.

The Prospectus is being issued in connection with a share issuance programme of up to 250 million Ordinary Shares and/or C Shares in aggregate (the ''Share Issuance Programme''), which includes the Placing, Offer for Subscription and Intermediaries Offer of C Shares at 50 pence per C Share (together, the ''Issue'') and any Subsequent Issues of Shares following the Issue.

Applications will be made for all of the Ordinary Shares and/or C Shares of the Company to be issued pursuant to the Share Issuance Programme (including the Issue) to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission of the C Shares to be issued under the Issue will be become effective and that dealings for normal settlement in the C Shares will become effective on 19 February 2016. It is expected that any Subsequent Admissions pursuant to Subsequent Issues of Shares under the Share Issuance Programme will become effective and that dealings will commence between 20 February 2016 and 3 February 2017. All dealings in Shares will be at the sole risk of the parties concerned. The Shares are not dealt in on any other recognised investment exchange and no other such applications have been made or are currently expected.

MITON UK MICROCAP TRUST PLC

(Incorporated in England and Wales with company no. 9511015 and registered as an investment company under section 833 of the Companies Act 2006)

SECURITIES NOTE

Share Issuance Programme of up to 250 million Ordinary Shares and/or C Shares in aggregate

including

a Placing, Offer for Subscription and Intermediaries Offer of C Shares at 50 pence per C Share

Admission to the premium segment of the official list of the UK listing authority and to trading on the main market of the London Stock Exchange

Investment Manager

Miton Trust Managers Limited

Sponsor, Broker, Placing Agent and Intermediaries Offer Adviser

Peel Hunt LLP

The Company and each of the Directors, whose names appear on page 13 of this Securities Note, accept responsibility for the information contained in the Prospectus. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Securities Note is in accordance with the facts and does not omit anything likely to affect the import of such information.

Prospective investors should read this Securities Note, together with the Registration Document and the Summary and, in particular, the section headed ''Risk Factors'' of this Securities Note and those set out in the Registration Document.

Peel Hunt LLP (''Peel Hunt''), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this Securities Note) as its client and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Issue, the Share Issuance Programme and any Admission and the other arrangements referred to in the Prospectus.

Investors should rely only on the information contained in the Prospectus. No person has been authorised to give any information or make any representations other than those contained in the Prospectus and, if given or made, such information or representations must not be relied upon as having been so authorised by the Company, Investment Manager or Peel Hunt or any of their respective affiliates, officers, directors, employees or agents. Without prejudice to the Company's obligations under the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules neither the delivery of the Prospectus nor any subscription for or purchase of Shares made pursuant to the Share Issuance Programme shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of the Prospectus.

The Company has not been, and will not be, registered under the United States Investment Company Act of 1940, as amended (the ''US Investment Company Act'') and investors will not be entitled to the benefit of the US Investment Company Act. The Shares may be offered and sold (i) outside the United States to non-US Persons (as defined in Regulation S) in reliance on Regulation S under the US Securities Act of 1933, as amended (''Regulation S'' and the ''US Securities Act'', respectively) and (ii) to persons located inside the United States or US Persons reasonably believed to be ''accredited investors'' as defined in Rule 501(a) of Regulation D under the US Securities Act (''Accredited Investors'') who are also ''qualified purchasers'' as defined in the US Investment Company Act (''Qualified Purchasers''). Resales of Shares initially purchased by US Persons may only be made (i) outside the United States to non-US Persons in reliance on Regulation S or (ii) to persons located inside the United States or US Persons reasonably believed to be Accredited Investors who are also Qualified Purchasers. The Company will require the provision of a letter by any initial purchasers who are US Persons containing representations as to status under the US Securities Act and the US Investment Company Act. The Company may refuse to issue Shares to US Persons that do not meet the foregoing requirements.

The Shares have not been approved or disapproved by the United States Securities and Exchange Commission, or any other securities commission or regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Shares nor have they approved the Prospectus or confirmed the accuracy or adequacy of the information contained in the Prospectus. Any representation to the contrary is a criminal offence in the United States.

The Prospectus does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company, the Investment Manager or Peel Hunt. The Shares have not been, and will not be, registered under the securities laws, or with any securities regulatory authority of, any member state of the EEA other than the United Kingdom, or any province or territory of any Restricted Jurisdiction. Subject to certain exceptions, the Shares may not, directly or indirectly, be offered, sold, taken up or delivered in, into or from any member state of the EEA other than the United Kingdom, any Restricted Jurisdiction or to or for the account or benefit of any national, resident or citizen or any person resident in any member state of the EEA other than the United Kingdom, or any Restricted Jurisdiction. The Prospectus does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Shares in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The distribution of the Prospectus in other jurisdictions may be restricted by law and therefore persons into whose possession the Prospectus comes should inform themselves of and observe any restrictions.

Copies of the Securities Note, the Registration Document, and the Summary (along with any Future Securities Note and Future Summary) will be available on the Company's website and the National Storage Mechanism of the FCA at www.morningstar.co.uk/uk/nsm.

RISK FACTORS		5
IMPORTANT INFORMATION		8
	DIRECTORS, MANAGEMENT AND ADVISERS	13
EXPECTED TIMETABLE		14
	SHARE ISSUANCE PROGRAMME STATISTICS	15
PART 1	REASONS FOR THE SHARE ISSUANCE PROGRAMME	16
PART 2	THE ISSUE	18
PART 3	THE SHARE ISSUANCE PROGRAMME	23
PART 4	REDEMPTION OF ORDINARY SHARES	27
PART 5	UK TAXATION	35
PART 6	ADDITIONAL INFORMATION	40
PART 7	TERMS AND CONDITIONS OF APPLICATION UNDER THE PLACING AND UNDER ANY SUBSEQUENT PLACING	56
PART 8	TERMS AND CONDITIONS OF APPLICATION UNDER THE OFFER FOR SUBSCRIPTION	64
PART 9	DEFINITIONS	73
APPENDIX 1	APPLICATION FORM FOR THE OFFER FOR SUBSCRIPTION	79
APPENDIX 2	INDIVIDUAL HOLDER TAX RESIDENCY SELF-CERTIFICATION FORM – SOLE HOLDING	87

RISK FACTORS

Investment in the Company should not be regarded as short-term in nature and involves a high degree of risk. Accordingly, investors should consider carefully all of the information set out in this document and the risks attaching to an investment in the Company including, in particular, the risks described below.

The Directors believe that the risks described below are the material risks relating to an investment in the Shares at the date of this Securities Note. Additional risks and uncertainties not currently known to the Directors, or that the Directors deem immaterial at the date of this Securities Note, may also have an adverse effect on the performance of the Company and the value of the Shares. Investors should review this Securities Note carefully as well as the information contained in the Registration Document carefully and in its entirety and consult with their professional advisers before making an application to invest in the Shares.

General risks affecting the Shares

The value of an investment in the Company, and the income derived from it, if any, may go down as well as up and an investor may not get back the amount invested.

The market price of the Shares, like shares in all investment companies, may fluctuate independently of their underlying net asset value and may trade at a discount or premium at different times, depending on factors such as supply and demand for the Shares, market conditions and general investor sentiment. There can be no guarantee that any discount control policy will be successful or capable of being implemented. The market value of a Share may therefore vary considerably from its NAV.

It may be difficult for Shareholders to realise their investment and there may not be a liquid market in the Shares

The price at which the Shares will be traded and the price at which investors may realise their investment will be influenced by a large number of factors, some specific to the Company and its investments and some which may affect companies generally. Admission should not be taken as implying that there will be a liquid market for the Shares. Consequently, the Share price may be subject to greater fluctuation on small volumes of trading of Shares and the Shares may be difficult to sell at a particular price. The market price of the Shares may not reflect their underlying Net Asset Value.

While the Directors retain the right to effect redemptions and repurchases of Ordinary Shares in accordance with the Articles, they are under no obligation to use such powers or to do so at any time and Shareholders should not place any reliance on the willingness of the Directors so to act. The C Shares are not redeemable. Shareholders wishing to realise their investment in the Company may therefore be required to dispose of their Shares in the market. There can be no guarantee that a liquid market in the Shares will develop or that the Shares will trade at prices close to their underlying Net Asset Value. Accordingly, Shareholders may be unable to realise their investment at such Net Asset Value or at all.

The number of Shares to be issued pursuant to the Share Issuance Programme is not yet known, and there may be a limited number of holders of such Shares. Limited numbers and/or holders of such Shares may mean that there is limited liquidity in such Shares which may affect (i) an investor's ability to realise some or all of his investment and/or (ii) the price at which such investor can effect such realisation and/or (iii) the price at which such Shares trade in the secondary market.

Redemption facility

Shareholders should be aware that the operation of the annual redemption facility may lead to a more concentrated and less liquid portfolio which may adversely affect the Company's performance and value. Further, redemptions may also adversely affect the secondary market liquidity of the Ordinary Shares.

Investors should note that the realisation value of the Redemption Pool will only be known once the investments therein have been realised. Accordingly, where Shareholders submit valid elections for the redemption of their Ordinary Shares they will only receive the amount actually realised on the investments in the Redemption Pool irrespective of what the NAV of their Ordinary Shares may have been at the relevant Redemption Point. The value of such investments will be subject to movements in the value of those assets in the period between the Redemption Point and such time as the investments are realised and, consequently, Shareholders submitting valid redemption requests may receive redemption proceeds which are substantially less than the NAV of their Ordinary Shares as at the Redemption Point.

Shareholders should note that Dealing Value per Ordinary Share may not always equal published unaudited NAV per Ordinary Share.

Shareholders holding Ordinary Shares in uncertificated form making valid elections to redeem their Ordinary Shares will be required to transfer their Ordinary Shares being redeemed to escrow in CREST. It will not, therefore, be possible to trade those Ordinary Shares which will be held in escrow pending completion of the relevant redemption and the subsequent cancellation of those Ordinary Shares. Shareholders holding Ordinary Shares in certificated form making valid elections to redeem their Ordinary Shares will be required to deliver their share certificates to the Company's receiving agent with the relevant Redemption Request. It will not, therefore, be possible to transfer those Ordinary Shares pending completion of the relevant redemption and the subsequent cancellation of such Ordinary Shares.

Investors should note that the operation of the annual redemption facility is entirely at the discretion of the Board, and no expectation or reliance should be placed on such discretion being exercised on any one or more occasions or as to the proportion of Ordinary Shares that may be redeemed.

The Shares are subject to certain provisions that may cause the Board to refuse to register, or require the transfer of, Shares

Although the Shares are freely transferable, there are certain circumstances in which the Board may, under the Articles and subject to certain conditions, compulsorily require the transfer of Shares. These circumstances include where the holding or beneficial ownership of any shares in the Company by any person (whether on its own or taken with other shares), in the opinion of the Directors: (i) would cause the assets of the Company to be treated as ''plan assets'' of any Benefit Plan Investor; (ii) would or might result in the Company and/or its shares and/or any of its appointed investment managers or investment advisers being required to be registered or qualified under the US Investment Company Act and/or the US Investment Advisers Act of 1940 and/or the US Securities Act and/or the US Exchange Act of 1934 and/or any similar legislation (in any jurisdiction) that regulates the offering and sale of securities; (iii) may cause the Company not to be considered a ''Foreign Private Issuer'' under the US Exchange Act of 1934; (iv) may cause the Company to be a ''controlled foreign corporation'' for the purpose of the US Tax Code; or (v) may cause the Company to become subject to any withholding tax or reporting obligation under FATCA or any similar legislation in any territory or jurisdiction, or to be unable to avoid or reduce any such tax or to be unable to comply with any such reporting obligation (including by reason of the failure of the shareholder concerned to provide promptly to the Company such information and documentation as the Company may have requested to enable the Company to avoid or minimise such withholding tax or to comply with such reporting obligation).

Dilution risk – the Issue

Pursuant to Conversion, the C Shares issued pursuant to the Issue will convert into Ordinary Shares. The number of Ordinary Shares into which each C Share converts will be determined by the relative NAV per C Share and NAV per Ordinary Share at the Conversion Date. As a result of Conversion, the percentage of the total number of issued Ordinary Shares held by each existing holder of Ordinary Shares will be reduced to the extent that Shareholders do not acquire a sufficient number of C Shares. However, Conversion will be NAV neutral to holders of Ordinary Shares.

Dilution risk – the Share Issuance Programme

The Company is seeking to issue new equity in the future pursuant to the Share Issuance Programme or otherwise. While the Act contains statutory pre-emption rights for Shareholders in relation to issues of shares in consideration for cash, the Company currently has authority to issue up to 190,010,000 Ordinary Shares and/or C Shares on a non-pre-emptive basis. The Company intends to extend and renew this authority at its next AGM. Where statutory pre-emption rights are disapplied, any additional equity financing will be dilutive to those Shareholders who cannot, or choose not to, participate in such financing. The voting rights may be diluted further on conversion of any C Shares depending on the applicable conversion ratio.

Future sales of Shares could cause the market price of the Shares to fall

Sales of Shares or interests in the Shares by significant investors could depress the market price of the Shares. A substantial amount of Shares being sold, or the perception that sales of this type could occur, could also depress the market price of the Shares. Both scenarios, occurring either individually or collectively, may make it more difficult for Shareholders to sell the Shares at a time and price that they deem appropriate.

IMPORTANT INFORMATION

General

This Securities Note should be read in its entirety, along with the Summary and the Registration Document, before making any application for Shares. Prospective investors should rely only on the information contained in this Securities Note (together with the Summary and the Registration Document).

In connection with the Share Issuance Programme, Peel Hunt and any of its affiliates, acting as investors for its or their own account, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in the Shares and other securities of the Company or related investments in connection with the Share Issuance Programme or otherwise. Accordingly, references in the Prospectus to Shares being issued, offered, acquired, subscribed or otherwise dealt with, should be read as including any issue or offer to, acquisition of, or subscription or dealing by Peel Hunt and any of its affiliates acting as an investor for its or their own account(s). Neither Peel Hunt nor any of its affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, Peel Hunt may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements in connection with which Peel Hunt may from time to time acquire, hold or dispose of shareholdings in the Company.

All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Memorandum of Association and the Articles which prospective investors should review. A summary of the Articles is contained in paragraph 3 of Part 6 of this Securities Note.

Statements made in this Securities Note are based on the law and practice in force in England and Wales as at the date of this Securities Note and are subject to changes therein.

Under the Intermediaries Offer, the Shares are being offered to Intermediaries who will facilitate the participation of their retail investor clients (and any member of the public who wishes to become a client of that Intermediary) located in the United Kingdom, the Channel Islands and the Isle of Man. The Company consents to the use of the Prospectus in connection with any subsequent resale or final placement of securities by financial intermediaries in the United Kingdom, the Channel Islands and the Isle of Man on the following terms: (i) in respect of the Intermediaries who have been appointed by the Company prior to the date of the Prospectus, as listed in paragraph 8 of Part 6 of this Securities Note; and (ii) in respect of Intermediaries who are appointed by the Company after the date of this Securities Note, a list of which appears on the Company's website, from the date on which they are appointed to participate in connection with any subsequent resale or final placement of securities and, in each case, until the closing of the period for the subsequent resale or finanial placement of securities by financial intermediaries at 3.00 p.m. on 16 February 2016, unless closed prior to that date.

The offer period within which any subsequent resale or final placement of securities by financial intermediaries can be made and for which consent to use the Prospectus is given commences on 4 February 2016 and closes on 16 February 2016, unless closed prior to that date (any such prior closure to be announced via a Regulatory Information Service).

Any Intermediary that uses the Prospectus must state on its website that it uses the Prospectus in accordance with the Company's consent. Intermediaries are required to provide the terms and conditions of the Intermediaries Offer to any prospective investor who has expressed an interest in participating in the Intermediaries Offer to such Intermediary. Information on the terms and conditions of any subsequent resale or final placement of securities by any financial intermediary is to be provided at the time of the offer by the financial intermediary.

The Company consents to the use of the Prospectus and accepts responsibility for the information contained in the Prospectus with respect to subsequent resale or final placement of securities by any financial intermediary given consent to use the Prospectus.

Any new information with respect to financial intermediaries unknown at the time of approval of the Prospectus will be available on the Company's website.

Data protection

The information that a prospective investor in the Company provides in documents in relation to a subscription for Shares or subsequently by whatever means which relates to the prospective investor (if it is an individual) or a third party individual (''personal data'') will be held and processed by the Company (and any third party in the United Kingdom to whom it may delegate certain administrative functions in relation to the Company) in compliance with the relevant data protection legislation and regulatory requirements of the United Kingdom. Each prospective investor acknowledges and consents that such information will be held and processed by the Company (or any third party, functionary, or agent appointed by the Company) for the following purposes:

* verifying the identity of the prospective investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;
* contacting the prospective investor with information about other products and services provided by the Investment Manager, or its affiliates, which may be of interest to the prospective investor;
* carrying out the business of the Company and the administering of interests in the Company;
* meeting the legal, regulatory, reporting and/or financial obligations of the Company in the UK or elsewhere; and
* disclosing personal data to other functionaries of, or advisers to, the Company to operate and/or administer the Company.

Each prospective investor acknowledges and consents that where appropriate it may be necessary for the Company (or any third party, functionary, or agent appointed by the Company) to:

* disclose personal data to third party service providers, affiliates, agents or functionaries appointed by the Company or its agents to provide services to prospective investors; and
* transfer personal data outside of EEA states to countries or territories which do not offer the same level of protection for the rights and freedoms of prospective investors in the United Kingdom (as applicable).

If the Company (or any third party, functionary or agent appointed by the Company) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant personal data is disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such personal data.

Prospective investors are responsible for informing any third party individual to whom the personal data relates to the disclosure and use of such data in accordance with these provisions.

Regulatory information

The contents of the Prospectus are not to be construed as advice relating to legal, financial, taxation, accounting, regulatory, investment decisions or any other matter. Prospective investors must inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer, redemption or other disposal of the Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer, redemption or other disposal of the Shares which they might encounter; and (c) the income and other tax consequences which may apply to them as a result of the purchase, holding, transfer, redemption or other disposal of the Shares. Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, taxation, accounting, regulatory, investment or any other related matters concerning the Company and an investment therein.

The Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person whom it is unlawful to make such offer or solicitation. The distribution of the Prospectus and the offering of Shares in jurisdictions other than the United Kingdom, the Channel Islands and the Isle of Man may be restricted and accordingly persons into whose possession the Prospectus is received are required to inform themselves about and to observe such restrictions.

The Prospectus does not constitute, and may not be used for the purposes of, an offer or an invitation to subscribe for any Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; or (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer or invitation.

Notice to prospective investors in the United States

The Company has not been, and will not be, registered under the US Investment Company Act and investors will not be entitled to the benefit of the US Investment Company Act. The Shares may be offered and sold (i) outside the United States to non-US Persons (as defined in Regulation S) in reliance on Regulation S and (ii) to persons located inside the United States or US Persons reasonably believed to be ''accredited investors'' as defined in Rule 501(a) of Regulation D under the US Securities Act (''Accredited Investors'') who are also ''qualified purchasers'' as defined in the US Investment Company Act (''Qualified Purchasers''). Resales of Shares initially purchased by US Persons may only be made (i) outside the United States to non-US Persons in reliance on Regulation S or (ii) to persons located inside the United States or US Persons reasonably believed to be Accredited Investors who are also Qualified Purchasers. The Company will require the provision of a letter by any initial purchasers who are US Persons who apply for Shares under the Placing or any Subsequent Placing containing representations as to status under the US Securities Act and the US Investment Company Act. The Company may refuse to issue Shares to US Persons that do not meet the foregoing requirements.

Notice to prospective investors in the European Economic Area

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a ''Relevant Member State''), no Shares have been offered or will be offered pursuant to the Share Issuance Programme to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Shares which has been approved by the competent authority in that Relevant Member State, or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that offers of Shares to the public may be made at any time under the following exemptions under the Prospectus Directive, if they are implemented in that Relevant Member State:

(a) to any legal entity which is a ''qualified investor'' as defined in the Prospectus Directive;
(b) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive (as defined hereafter), 150 natural or legal persons (other than ''qualified investors'' as defined in the Prospectus Directive) in such Relevant Member State; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State and each person who initially acquires any Shares or to whom any offer is made under the Offer for Subscription will be deemed to have represented, acknowledged and agreed that it is a ''qualified investor'' within the meaning of Article 2(1)(e) of the Prospectus Directive.

For the purposes of this provision, the expression an ''offer to the public'' in relation to any offer of shares in any Relevant Member State means a communication in any form and by any means presenting sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression ''Prospectus Directive'' means Directive 2003/71/EC (and the amendments thereto, including Directive 2010/73/EU (the ''2010 PD Amending Directive'')), to the extent implemented in the Relevant Member State and includes any relevant implementing measure in each Relevant Member State.

Notice to prospective investors in Guernsey

The Share Issuance Programme that is referred to in this document is available, and is and may be made, in or from within the Bailiwick of Guernsey, and this document is being provided in or from within the Bailiwick of Guernsey only:

(i) by persons licensed to do so under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended); or
(ii) to persons licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended), the Insurance Business (Bailiwick of Guernsey) Law, 2002 (as amended), the Banking Supervision (Bailiwick of Guernsey) Law, 1994 (as amended) or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 (as amended).

The Share Issuance Programme and the Prospectus are not available in or from within the Bailiwick of Guernsey other than in accordance with paragraphs (i) and (ii) above and must not be relied upon by any person unless made or received in accordance with such paragraphs.

Notice to prospective investors in Jersey

Consent under the Control of Borrowing (Jersey) Order 1958 has not been obtained for the circulation of the Prospectus. Accordingly, the offer that is the subject of this document may only be made in Jersey where the offer is not an offer to public or the offer is valid in the United Kingdom or Guernsey and is circulated into Jersey only to persons similar to those to whom, and in a manner similar to that in which, it is for the time being circulated in the United Kingdom or Guernsey, as the case may be.

Notice to prospective investors in the Isle of Man

The Share Issuance Programme is available, and is and may be made, in or from within the Isle of Man and this document is being provided in or from within the Isle of Man only:

(i) by persons licensed to do so under the Isle of Man Financial Services Act 2008; or
(ii) to persons: (a) licensed under Isle of Man Financial Services Act 2008; or (b) falling within exclusion 2(r) of the Isle of Man Regulated Activities Order 2011 (as amended); or (c) whose ordinary business activities involve them in acquiring, holding, managing or disposing of shares or debentures (as principal or agent), for the purposes of their business.

The Share Issuance Programme and this document are not available in or from within the Isle of Man other than in accordance with paragraphs (i) and (ii) above and must not be relied upon by any person unless made or received in accordance with such paragraphs.

Notice to prospective investors in other jurisdictions

The distribution of the Prospectus in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions.

Note regarding non-mainstream pooled investments (''NMPI'')

Since the Company is a UK investment trust, the securities to be issued by the Company should be considered as an ''excluded security'' and so should be exempt from being a NMPI.

Forward-looking statements

This Securities Note contains forward-looking statements including, without limitation, statements containing the words ''believes'', ''estimates'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'', or ''should'' or, in each case, their negative or other variation or similar expressions. Such forwardlooking statements involve unknown risk, uncertainties and other factors which may cause the actual results, financial condition, performance or achievement of the Company, or industry results, to be materially different from future results, financial condition, performance or achievements expressed or implied by such forward-looking statements.

Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as at the date of this Securities Note. Subject to its legal and regulatory obligations, the Company expressly disclaims any obligation to update or revise any forward-looking statement contained herein to reflect changes in expectations with regard thereto or any change in events, conditions, or circumstances on which any statement is based, unless required to do so by law or any appropriate regulatory authority, including FSMA, the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules.

Nothing in the preceding paragraphs qualifies or should be deemed to qualify the working capital statement in paragraph 5 of Part 6 of this Securities Note.

DIRECTORS, MANAGEMENT AND ADVISERS

Directors	Andy Pomfret (Non-executive Chairman) Peter Dicks (Non-executive Director) Jan Etherden (Non-executive Director) Ashe Windham (Non-executive Director)
	all independent and all of the registered office below
Registered Office	Beaufort House 51 New North Road Exeter EX4 4EP Telephone: +44 (0)1392 477 500
Sponsor, Broker, Placing Agent and Intermediaries Offer Adviser	Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET
Investment Manager and AIFM	Miton Trust Managers Limited 6th Floor, Paternoster House 65 St. Paul's Churchyard London EC4M 8AB
Company Secretary	Capita Company Secretarial Services Limited 40 Dukes Place London EC3A 7NH
Administrator	Capita Sinclair Henderson Limited Beaufort House 51 New North Road Exeter EX4 4EP
Legal Adviser to the Company	Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH
Legal Adviser to the Sponsor, Broker, Placing Agent and Intermediaries Offer Adviser	Wragge Lawrence Graham & Co LLP 4 More London Riverside London SE1 2AU
Auditors and Reporting Accountant	Ernst & Young LLP 1 More London Place London SE1 2AF
Depositary	BNY Mellon Trust & Depositary (UK) Limited 160 Queen Victoria Street London EC4V 4LA
Registrar	Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Receiving Agent	Capita Asset Services Corporate Actions The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

EXPECTED TIMETABLE

Publication of the Prospectus	4 February 2016
Issue opens	4 February 2016
Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription	1.00 p.m. on 16 February 2016
Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer	3.00 p.m. on 16 February 2016
Latest time and date for commitments under the Placing	5.00 p.m. on 16 February 2016
Publication of results of the Issue	17 February 2016
Admission and dealings in C Shares commence	19 February 2016
CREST accounts credited with uncertificated C Shares	19 February 2016
Where applicable, definitive share certificates despatched by post in the week commencing*	29 February 2016

* Underlying Applicants who apply to Intermediaries for C Shares under the Intermediaries Offer will not receive share certificates.

Subsequent Issues under the Share Issuance Programme

Subsequent Issues under the Share Issuance Programme	between 20 February 2016 and 3 February 2017
Publication of Share Issuance Programme Price in	as soon as practicable following the closing of
respect of each issue pursuant to the Share	each issue pursuant to the Share Issuance
Issuance Programme	Programme
Admission and crediting of CREST accounts in	as soon as practicable following the allotment of
respect of each issue pursuant to the Share	Shares pursuant to the Share Issuance
Issuance Programme	Programme
Definitive share certificates in respect of Shares	approximately one week following the Admission
issued pursuant to the Share Issuance	of any Shares pursuant to the Share Issuance
Programme despatched by post	Programme

Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. All references to times in this Securities Note are to London times. In particular the Board may, with the prior approval of the Investment Manager and Peel Hunt, bring forward or postpone the closing time and date for the Issue. In the event that such date is changed, the Company will notify investors who have applied for C Shares pursuant to the Issue of changes to the timetable either by post, electronic mail or by the publication of a notice through a RIS.

SHARE ISSUANCE PROGRAMME STATISTICS

Issue Statistics

Issue Price	50 pence per C Share
Gross proceeds of the Issue*	£30 million
Estimated net proceeds of the Issue to be received by the Company*	£29.4 million
Expected Net Asset Value per C Share on Admission*	£0.49 per C Share

* Assuming that 60 million C Shares are issued pursuant to the Issue. The costs of the Issue have been capped at 2 per cent. of the gross proceeds and will be borne by the holders of C Shares only.

Share Issuance Programme Statistics

Maximum size of the Share Issuance Programme	250 million Shares (either in the form of Ordinary Shares and/or C Shares)
Share Issuance Programme Price	in respect of Ordinary Shares, not less than the prevailing Net Asset Value (cum-income) per Ordinary Share at the time of issue, or 50 pence per C Share for any issue of C Shares

Dealing Codes

The dealing codes for the Ordinary Shares are as follows:

ISIN	GB00BWFGQ085
SEDOL	BWFGQ08
Ticker	MINI

				The dealing codes for the C Shares are as follows:
--	--	--	--	----------------------------------------------------

ISIN	GB00BWFGQ200
SEDOL	BWFGQ20
Ticker	MINC

PART 1 REASONS FOR THE SHARE ISSUANCE PROGRAMME

1 Background to and benefits of the Share Issuance Programme and Admission

1.1 Miton UK MicroCap Trust plc is a closed-ended investment company incorporated on 26 March 2015 in England & Wales with an indefinite life and registered as an investment company under Section 833 of the Act. The Company carries on business as an investment trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010. The Company's investment objective is to provide Shareholders with capital growth over the long term. The Company's Ordinary Shares have been admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities since 30 April 2015.
1.2 The Company deployed substantially all of the net proceeds of its Initial Public Offering in accordance with its investment objective and investment policy within 4 months of admission. The Company's Net Asset Value as at the Latest Practicable Date, was 52.05 pence per Ordinary Share on a cum income basis (and 51.89 pence per Ordinary Share excluding income), which is £57.2 million in aggregate (£57.1 million excluding income). The Company's closing Ordinary Share price on that date was 52.25 pence per Ordinary Share, giving a market capitalisation of £57.5 million, which resulted in the Ordinary Shares trading at a premium to Net Asset Value (cum income) of 0.4 per cent. on the Latest Practicable Date. Since completion of the Company's Initial Public Offering on 30 April 2015, the Ordinary Shares have risen by 4.5 per cent. from an issue price of 50 pence per Ordinary Share to the closing price of 52.25 on the Latest Practicable Date. Over the same period, the Company's unaudited Net Asset Value per Ordinary Share (cum income) has increased by 6.2 per cent. from an initial reported NAV of 49 pence per Ordinary Share to 52.05 pence per Ordinary Share at the Latest Practicable Date (the increase was 5.9 per cent. excluding income).
1.3 The Investment Manager continues to see a strong pipeline of investment opportunities within the universe of smaller companies, quoted or traded on an exchange in the United Kingdom, with the potential for further investment in both existing portfolio companies and in companies that are not currently held by the Company. As a result, the Directors believe that the Share Issuance Programme offers the following principal benefits for Shareholders:
1.3.1 the net proceeds will be used to take advantage of near to medium term opportunities to make further investments in smaller companies in accordance with the Company's investment policy and investment objective;
1.3.2 it will allow the Company to tailor future equity issues to both its Shareholders' interests and to its immediate pipeline of investments, providing flexibility and minimising cash drag;
1.3.3 it will provide the Company with the option to issue C Shares which will avoid dilution of existing holdings until at least 90 per cent. of the proceeds of any C Share issue are deployed; existing holders would therefore not be participating in a portfolio containing a substantial amount of un-invested cash before the conversion of any C Shares in issue;
1.3.4 it will enable the Company to issue new Shares tactically so as to better manage the premium to Net Asset Value per Share at which the Shares may trade;
1.3.5 an increase in the size of the Company should improve liquidity and enhance the marketability of the Company, resulting in a broader investor base over the longer term; and
1.3.6 it should enable the Company to grow, thereby spreading fixed costs over a larger capital base which should reduce on-going expenses per Share.
1.4 Following the Issue, the Share Issuance Programme may be implemented by Subsequent Placings, the terms of which are set out in Part 7 of this Securities Note. It may also be implemented by way of open offers, subsequent offers for subscription and/or subsequent intermediaries offers, the terms of which will be published in a Future Securities Note at the time of such further offer pursuant to the Share Issuance Programme.

2 Pipeline investments

The Investment Manager continues to believe that there is a range of exciting investment opportunities within the universe of the smallest companies, measured by their market capitalisation and quoted or traded on an exchange in the United Kingdom. The Investment Manager considers there will be a number of companies, either existing holdings or companies not yet invested in by the Company, in which it might potentially look to invest in order to utilise the proceeds of the Issue.

PART 2 THE ISSUE

1 Introduction

The Company is proposing to raise additional funds by way of a Share Issuance Programme. Initially, the Company is proposing to implement a placing, offer for subscription and intermediaries offer of C Shares at an Issue Price of 50 pence per C Share (the ''Issue''). The Issue is not being underwritten.

The Company is targeting an Issue of 60 million C Shares. On the assumption that gross proceeds of £30 million are raised through the Issue, the aggregate net proceeds of the Issue after deduction of expenses, are expected to be approximately £29.4 million.

The actual number of C Shares to be issued pursuant to the Issue is not known as at the date of this Securities Note but will be notified by the Company through a Regulatory Information Service and on the Company's website prior to Admission.

The size of the target Issue should not be taken as an indication of the number of C Shares to be issued.

2 C Shares

An issue of C Shares is designed to overcome the potential disadvantages for existing holders of Ordinary Shares which could arise out of a conventional fixed price issue of further Ordinary Shares for cash. In particular:

(a) the C Shares will not convert into Ordinary Shares until at least 90 per cent. of the net proceeds of the Issue (or such other percentage as the Directors and Investment Manager shall agree) have been invested in accordance with the Company's investment policy (or, if earlier, six months after the date of their issue);
(b) the assets representing the net proceeds from the issue of the C Shares will be accounted for and managed as a distinct pool of assets until the Conversion Date. By accounting for the net proceeds separately, holders of existing Ordinary Shares will not be exposed to a portfolio containing a substantial amount of uninvested cash before Conversion;
(c) the Net Asset Value of the existing Ordinary Shares will not be diluted by the expenses associated with the Issue, which will be borne by the subscribers for C Shares; and
(d) the basis upon which the C Shares will convert into Ordinary Shares is such that the number of Ordinary Shares to which holders of C Shares will become entitled will reflect the relative Net Asset Values per Share of the assets attributable to the C Shares and the Ordinary Shares. As a result, the Net Asset Value attributable to the Ordinary Shares can be expected to be unchanged by the issue and conversion of any C Shares.

The new Ordinary Shares arising on Conversion of the C Shares will rank pari passu with the Ordinary Shares then in issue and will have the rights set out in the Articles which are summarised in Part 6 of this Securities Note.

3 Conversion of C Shares

The net proceeds of the Issue and the investments made with the net proceeds will be accounted for and managed as a separate pool of assets until the date (as determined by the Directors) which is not more than 10 Business Days after the date on which at least 90 per cent. of the net proceeds (or such other percentage as the Directors and the Investment Manager shall agree) has been invested in accordance with the Company's investment policy (or, if earlier, six months after the date of the issue of the C Shares). The Conversion Ratio will then be calculated (to four decimal places (with 0.00005 being rounded down)) and the C Shares then in issue will convert into a number of Ordinary Shares calculated by reference to the net assets then attributable to C Shares compared to the net assets at the same time attributable to Ordinary Shares then in issue. Entitlements to Ordinary Shares will be rounded down to the nearest whole number.

The following example is provided for the purpose of illustrating the basis on which the number of new Ordinary Shares arising on Conversion will be calculated. The example is not, and is not intended to be, a profit forecast or a forecast of the number of Ordinary Shares which will arise on Conversion.

The example illustrates the number of Ordinary Shares which would arise in respect of the Conversion of 1,000 C Shares held at the Conversion Date, using assumed Net Asset Values attributable to the C Shares and the existing Ordinary Shares, in each case as at the Calculation Date. The assumed Net Asset Value (cum income) attributable to the existing Ordinary Shares is that at the close of business on the Latest Practicable Date, being 52.05 pence per Ordinary Share. The assumed Net Asset Value attributable to the C Shares is calculated on the basis that the Issue is subscribed as to 60 million C Shares and there are no returns on the net proceeds of the Issue in the period from Admission to the Calculation Date.

Number of C Shares subscribed	1,000
Amount subscribed	£500
Net Asset Value attributable to a C Share at the Calculation Date	£0.4900
Net Asset Value attributable to an Ordinary Share at the Calculation Date	£0.5205
Conversion Ratio	1.00: 0.9414
Number of new Ordinary Shares arising on Conversion	941

The detailed calculation methodology for the Conversion Ratio is set out in Part 6 of this Securities Note.

Pursuant to the Articles, the Directors may make such adjustments to the terms and timing of Conversion as they in their discretion consider are fair and reasonable having regard to the interests of all Shareholders. Any adjustments to the terms and timing of Conversion would be announced via a Regulatory Information Service.

4 The Placing

Peel Hunt has agreed to use its reasonable endeavours to procure subscribers pursuant to the Placing for the C Shares on the terms and subject to the conditions set out in the Share Issuance Agreement.

The terms and conditions which shall apply to any subscription for C Shares procured by Peel Hunt are set out in Part 7 of this Securities Note. The Placing will close at 5.00 p.m. on 16 February 2016 (or such later date, not being later than 31 March 2016, as the Company and Peel Hunt may agree). If the Placing is extended, the revised timetable will be notified through a Regulatory Information Service.

Each placee agrees to be bound by the Articles once the C Shares, which the placee has agreed to subscribe for pursuant to the Placing, have been acquired by the placee. The contract to subscribe for the C Shares under the Placing and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Peel Hunt, the Company, the Investment Manager and the Registrar, each placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against the placee in any other jurisdiction.

Commitments under the Placing, once made, may not be withdrawn without the consent of the Directors.

5 The Offer for Subscription

The Directors are also proposing to offer C Shares under the Offer for Subscription, subject to the terms and conditions of application under the Offer for Subscription set out in Part 8 of this Securities Note. These terms and conditions and the Offer for Subscription Application Form attached as Appendix 1 to this Securities Note should be read carefully before an application is made. The Offer for Subscription will close at 1.00 p.m. on 16 February 2016 (or (i) such later date, not being later than 31 March 2016, as the Company and Peel Hunt may agree, or (ii) any earlier date on which the Issue is fully subscribed). If the Offer for Subscription is extended, the revised timetable will be notified by a Regulatory Information Service.

Applications under the Offer for Subscription must be for a minimum of 2,000 C Shares and multiples of 200 thereafter. Multiple subscriptions under the Offer for Subscription by individual investors will not be accepted.

Completed Application Forms accompanied either by a cheque or banker's draft or appropriate delivery versus payment (''DVP'') instructions in relation to the Offer for Subscription must be posted or delivered by hand (during normal business hours) to the Receiving Agent, Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to be received as soon as possible and, in any event, no later than 1.00 p.m. on 16 February 2016.

Commitments under the Offer for Subscription, once made, may not be withdrawn without the consent of the Directors.

Please also refer to the section below in this Part 2 headed ''CREST''.

6 The Intermediaries Offer

Investors may also subscribe for C Shares at the Issue Price of 50 pence per C Share pursuant to the Intermediaries Offer. Only the Intermediaries' retail investor clients in the United Kingdom, the Channel Islands and the Isle of Man are eligible to participate in the Intermediaries Offer. Prospective investors may apply to any one of the Intermediaries to be accepted as their client.

No C Shares allocated under the Intermediaries Offer will be registered in the name of any person whose registered address is outside the United Kingdom, the Channel Islands and the Isle of Man. A minimum application of 2,000 C Shares per Underlying Applicant will apply. Allocations to Intermediaries will be determined solely by the Company (following consultation with Peel Hunt and the Investment Manager).

An application for C Shares in the Intermediaries Offer means that the Underlying Applicant agrees to acquire the C Shares applied for at the Issue Price. Each Underlying Applicant must comply with the appropriate money laundering checks required by the relevant Intermediary and all other laws and regulations applicable to their agreement to subscribe for C Shares. Where an application is not accepted or there are insufficient C Shares available to satisfy an application in full, the relevant Intermediary will be obliged to refund the Underlying Applicant as required and all such refunds shall be made without interest. The Company, the Investment Manager and Peel Hunt accept no responsibility with respect to the obligation of the Intermediaries to refund monies in such circumstances.

Each Intermediary has agreed, or will on appointment agree, to the Intermediaries Terms and Conditions, which regulate, inter alia, the conduct of the Intermediaries Offer on market standard terms and provide for the payment of a commission and/or fee (to the extent permissible by the rules of the FCA) to Intermediaries from the Intermediaries Offer Adviser acting on behalf of the Company if such Intermediary elects to receive a commission and/or fee. Pursuant to the Intermediaries Terms and Conditions, in making an application, each Intermediary will also be required to represent and warrant that they are not located in the United States and are not acting on behalf of anyone located in the United States.

In addition, the Intermediaries may prepare certain materials for distribution or may otherwise provide information or advice to retail investors in the United Kingdom, subject to the terms of the Intermediaries Terms and Conditions. Any such materials, information or advice are solely the responsibility of the relevant Intermediary and will not be reviewed or approved by any of the Company, the Investment Manager or the Intermediaries Offer Adviser. Any liability relating to such documents shall be for the relevant Intermediaries only.

The Intermediaries Terms and Conditions provide for the Intermediaries to have an option (where the payment of such commission and/or fee is not prohibited) to be paid a commission and/or fee by the Intermediaries Offer Adviser (acting on behalf of the Company) where it has elected to receive such commission and/or fee in respect of the C Shares allocated to and paid for by them pursuant to the Intermediaries Offer.

7 The Share Issuance Agreement and conditions

Under the Share Issuance Agreement between the Company, the Directors, the Investment Manager and Peel Hunt, Peel Hunt has undertaken, as agent for the Company, to use its reasonable endeavours to procure subscribers in respect of the Placing under the Share Issuance Programme for C Shares at the Issue Price. Further details on the Share Issuance Agreement are set out in the Registration Document.

The Issue is conditional, inter alia, on:

(a) Admission of the C Shares to be issued pursuant to the Issue on or before 8.00 a.m. on 19 February 2016 (or such time and/or date as the Company and Peel Hunt may agree, being not later than 31 March 2016); and
(b) the Share Issuance Agreement becoming unconditional in all respects (save as to Admission referred to in paragraph (a)) and not having been terminated in accordance with its terms before such Admission.

If the Issue does not proceed, application monies received under the Issue will be returned to applicants without interest within 14 days at the applicants' risk.

8 Dilution

9 Scaling back

In the event that commitments and valid applications received under the Issue exceed the target size of 60 million C Shares, the Directors have reserved the right, in conjunction with Peel Hunt, to increase the size of the Issue up to the maximum number of Shares for which the Directors currently have authority to issue on a non-pre-emptive basis, being 190,010,000 Shares. In the event that commitments and valid applications under the Issue exceed the maximum number of C Shares available, applications under the Placing, Offer for Subscription and/or Intermediaries Offer will be scaled back at the Company's discretion (in consultation with Peel Hunt). Where any refunds are due, these shall be returned to investors within 14 days.

10 Costs of the Issue

The costs and expenses of the Issue will depend on subscriptions received but have been capped at 2 per cent. of the gross proceeds of the Issue. Assuming 60 million C Shares are issued resulting in gross proceeds of £30 million, the costs and expenses of the Issue are not expected to exceed £600,000 and will be borne by holders of C Shares only.

11 General

Pursuant to anti-money laundering laws and regulations with which the Company must comply in the UK, the Company and its agents (and their agents) or the Investment Manager may require evidence in connection with any application for C Shares, including further identification of the applicant(s), before any C Shares are issued.

12 Admission, clearing and settlement

Applications will be made to the UK Listing Authority for all of the C Shares to be issued pursuant to the Issue to be admitted to the premium segment of the Official List and to the London Stock Exchange for such C Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and dealings will commence on 19 February 2016.

C Shares will be issued in registered form and may be held in either certificated or uncertificated form. In the case of C Shares to be issued in uncertificated form pursuant to the Issue, these will be transferred to successful applicants through the CREST system.

Where applicable, definitive share certificates in respect of the C Shares are expected to be despatched by post at the risk of recipients to the relevant holders in the week beginning 29 February 2016. Prior to the despatch of definitive share certificates in respect of any C Shares which are held in certificated form, transfer of those C Shares will be certified against the Register. No temporary documents of title will be issued.

The ISIN of the C Shares is GB00BWFGQ200 and the SEDOL code is BWFGQ20.

13 CREST

CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Articles permit the holding of C Shares under the CREST system. The Company has applied for the C Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in the C Shares following Admission may take place within the CREST system if any Shareholder so wishes.

14 Use of proceeds

The Directors intend to use the net proceeds of the Issue to acquire investments in accordance with the Company's investment objective and investment policy.

15 Material interests

There are no interests that are material to the Issue and no conflicting interests.

16 Profile of a typical investor

The Issue is designed to be suitable for institutional investors and professionally-advised private investors seeking exposure to the smallest quoted or traded companies. The C Shares may also be suitable for investors who are financially sophisticated, non-advised private investors who are capable of evaluating the risks and merits of such an investment and who have sufficient resources to bear any loss which may result from such an investment. Such investors may wish to consult an independent financial adviser who specialises in advising on the acquisition of shares and other securities before investing in C Shares in the Issue.

17 Overseas persons

Potential investors in any territory other than the United Kingdom should refer to the notices set out in the section entitled ''Important Information'' and specifically pages 10 to 12 of this Securities Note.

The Company reserves the right to treat as invalid any agreement to subscribe for C Shares under the Issue if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.

PART 3 THE SHARE ISSUANCE PROGRAMME

1 Introduction

The Directors currently have authority to issue up to 190,010,000 Shares in aggregate until the first annual general meeting of the Company at which the Directors intend to renew and extend this authority. Shareholders' pre-emption rights over this unissued share capital have been disapplied so that the Directors will not be obliged to offer any new Ordinary Shares or C Shares to Shareholders on a pro rata basis. Unless and until this authority is renewed, Subsequent Issues under the Share Issuance Programme will not take place following the expiry of the existing authority. The Share Issuance Programme will open on 4 February 2016 and will close on 3 February 2017 (or any earlier date on which it is fully subscribed, or otherwise at the discretion of the Directors). The Share Issuance Programme is not being underwritten.

The Share Issuance Programme is being implemented to enable the Company to raise additional capital in the period from 4 February 2016 to 3 February 2017. The Share Issuance Programme is intended to satisfy market demand for Shares and to raise further money to increase the size of the Company and invest in new opportunities in accordance with the Company's investment policy.

Following the Issue, the Share Issuance Programme may be implemented by Subsequent Placings, the terms of which are set out in Part 7 of this Securities Note. It may also be implemented by way of open offers, subsequent offers for subscription and/or subsequent intermediaries offers, the terms of which will be published at the time of such open offers, further offer for subscription or further intermediaries offer pursuant to the Share Issuance Programme.

In using their discretion to issue Shares under the Share Issuance Programme, the Directors may also take into account the desirability of limiting the premium to Net Asset Value at which the Shares trade in order to ensure that Shareholders and new investors who acquire Ordinary Shares are not disadvantaged by being required to acquire additional Ordinary Shares at a high premium to Net Asset Value per Ordinary Share.

The actual number of Ordinary Shares and/or C Shares to be issued pursuant to a Subsequent Issue under the Share Issuance Programme is not known as at the date of this Securities Note but will be notified by the Company via a RIS announcement and the Company's website prior to the relevant Subsequent Admission of the relevant Shares to be issued pursuant to such Subsequent Issue. The maximum number of Shares available under the Share Issuance Programme should not be taken as an indication of the number of Shares finally to be issued.

Commitments under the Share Issuance Programme, once made, may not be withdrawn without the consent of the Directors.

2 The Share Issuance Programme Price

Subject to the requirements of the Listing Rules, the minimum price at which the Ordinary Shares will be issued pursuant to the Share Issuance Programme, which will be in sterling, will be calculated by reference to the estimated prevailing Net Asset Value of the existing Ordinary Shares (cum-income) together with a premium sufficient to cover the costs and expenses of issuing such Ordinary Shares (including, without limitation, any placing commissions) to avoid any dilution of the Net Asset Value of the existing Ordinary Shares. In determining the Share Issuance Programme Price of Ordinary Shares, the Directors will also take into consideration, inter alia, the prevailing market conditions at that time. Fractions of Ordinary Shares will not be issued.

The Share Issuance Programme Price of Ordinary Shares will be announced through a Regulatory Information Service as soon as practicable in conjunction with each Subsequent Issue of Ordinary Shares.

C Shares will be issued at the price of 50 pence per C Share.

3 The Share Issuance Agreement and conditions

Under the Share Issuance Agreement between the Company, the Directors, the Investment Manager and Peel Hunt, Peel Hunt has undertaken, as agent for the Company, to use its reasonable endeavours to procure subscribers in respect of the Placing and each Subsequent Placing under the Share Issuance Programme for Shares at the relevant Share Issuance Programme Price. Further details on the Share Issuance Agreement are set out in the Registration Document.

Each allotment and issue of Shares pursuant to a Subsequent Issue under the Share Issuance Programme is conditional, inter alia, on:

(a) any Admission of Shares occurring not later than 8.00 a.m. on such other dates as may be agreed between the Company and Peel Hunt prior to the closing of each Subsequent Placing, not being later than 3 February 2017;
(b) the Share Issuance Agreement becoming otherwise unconditional in all respects and not having been terminated on or before the date of such Admission;
(c) the relevant Share Issuance Programme Price being determined by the Directors;
(d) the Company having sufficient Shareholder authorities in place to issue such Shares; and
(e) a valid Future Summary and/or Future Securities Note being published by the Company if such is required by the Prospectus Rules.

In circumstances in which the conditions to a Subsequent Issue are not fully met, the relevant issue of Shares pursuant to the Share Issuance Programme will not take place.

4 Dilution

While the Act contains statutory pre-emption rights for Shareholders in relation to issues of shares in consideration for cash, the Company currently has authority to issue up to 190,010,000 Ordinary Shares and/or C Shares on a non-pre-emptive basis. The Company intends to extend and renew this authority at its next AGM. Where statutory pre-emption rights are disapplied, any Subsequent Issues of Shares will be dilutive to those Shareholders who cannot, or choose not to, participate in such fundraising. The voting rights may be diluted further on conversion of any C Shares depending on the applicable Conversion Ratio.

As no Ordinary Shares will be issued under the Share Issuance Programme at a price which is less than the aggregate of the Net Asset Value per Ordinary Share and a premium to cover the commissions and expenses of the issue of new Ordinary Shares under the Share Issuance Programme, there will be no dilution in the Net Asset Value per Ordinary Share as a result of the issue of Ordinary Shares under the Share Issuance Programme.

5 Scaling back

In the event of oversubscription of a Subsequent Issue, applications under the Subsequent Placing, offer for subscription and/or intermediaries offer will be scaled back at the Company's discretion (in consultation with Peel Hunt).

6 Costs of the Share Issuance Programme

The costs and expenses of each issue of Shares under the Share Issuance Programme will depend on subscriptions received but will be capped at 2 per cent. of the gross proceeds of each such issue under the Share Issuance Programme. The costs of any issue of Ordinary Shares will be covered by issuing such Ordinary Shares at a premium to the prevailing (cum-income) Net Asset Value per Ordinary Share. The costs and expenses of any further issue of C Shares under the Share Issuance Programme will be paid out of the gross proceeds of such issue and will be borne by holders of C Shares only.

7 General

Pursuant to anti-money laundering laws and regulations with which the Company must comply in the UK, the Company and its agents (and their agents) or the Investment Manager may require evidence in connection with any application for Shares, including further identification of the applicant(s), before any Shares are issued.

8 Admission, clearing and settlement

The Share Issuance Programme may have a number of closing dates in order to provide the Company with the ability to issue Shares over the duration of the Share Issuance Programme. Shares may be issued under the Share Issuance Programme from 4 February 2016 until 3 February 2017.

Application will be made to the UK Listing Authority and the London Stock Exchange for all of the Shares available pursuant to the Share Issuance Programme to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that any Subsequent Admissions pursuant to Subsequent Issues under the Share Issuance Programme will become effective and dealings will commence between 20 February 2016 and 3 February 2017. All Shares issued pursuant to the Share Issuance Programme will be allotted conditionally on such relevant Admission occurring.

This Securities Note has, inter alia, been published in order to obtain Admission to the premium segment of the Official List of any Shares issued pursuant to the Share Issuance Programme.

In the event that there are any significant changes affecting any of the matters described in this Securities Note or where any significant new matters have arisen after the publication of this Securities Note and prior to Admission of any Shares issued pursuant to the Share Issuance Programme, the Company will publish a Future Summary and Future Securities Note. Any Future Summary and Future Securities Note published will give details of the significant change(s) or the significant new matter(s).

Shares will be issued in registered form and may be held in either certificated or uncertificated form. In the case of Shares to be issued in uncertificated form pursuant to a Subsequent Issue, these will be transferred to successful applicants through the CREST system.

It is anticipated that dealings in the Shares will commence approximately two Business Days after their allotment. Dealing in advance of the crediting of the relevant stock account shall be at the risk of the person concerned. Whilst it is expected that all Shares allotted pursuant to the Share Issuance Programme will be issued in uncertificated form, if any Shares are issued in certificated form it is expected that share certificates will be despatched approximately one week following Admission of the Shares.

The ISIN of the Ordinary Shares is GB00BWFGQ085 and the SEDOL code is BWFGQ08.

The ISIN of the C Shares is GB00BWFGQ200 and the SEDOL code is BWFGQ20.

Any Ordinary Shares issued pursuant to the Share Issuance Programme will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant Ordinary Shares). The Ordinary Shares will be issued in registered form.

Any C Shares of a class issued pursuant to the Share Issuance Programme will rank pari passu with any C Shares of that class then in issue (save for any dividends or other distributions declared, made or paid on the C Shares by reference to a record date prior to the allotment of the relevant C Shares). The C Shares will be issued in registered form.

9 CREST

CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Articles permit the holding of Shares under the CREST system. The Company shall apply for the Shares offered under the Share Issuance Programme to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in the Shares following Admission may take place within the CREST system if any Shareholder so wishes.

10 Use of proceeds

The Directors intend to use the net proceeds of any Subsequent Issue under the Share Issuance Programme to acquire investments in accordance with the Company's investment objective and investment policy.

11 Material interests

There are no interests that are material to the Share Issuance Programme and no conflicting interests.

12 Profile of typical investor

Each Subsequent Issue under the Share Issuance Programme is designed to be suitable for institutional investors and professionally-advised private investors seeking exposure to the smallest quoted or traded companies. The Shares may also be suitable for investors who are financially sophisticated, non-advised private investors who are capable of evaluating the risks and merits of such an investment and who have sufficient resources to bear any loss which may result from such an investment. Such investors may wish to consult an independent financial adviser who specialises in advising on the acquisition of shares and other securities before investing in Shares in a Subsequent Issue.

13 Overseas persons

The Company reserves the right to treat as invalid any agreement to subscribe for Shares under the Share Issuance Programme if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.

PART 4 REDEMPTION OF ORDINARY SHARES

The rights and restrictions attaching to the Ordinary Shares are set out in the Articles of the Company. The provisions of the Articles relating to the redemption of Ordinary Shares are detailed below.

1 Redemption procedure

The Directors shall be entitled at their absolute discretion to determine the procedures for the redemption of the Ordinary Shares (subject to the facilities and requirements of CREST and the Act). Without prejudice to the Directors' discretion, it is intended that the procedure described below shall apply.

Redemptions may take place on any Redemption Point. Upon redemption all Ordinary Shares so redeemed shall be cancelled.

Shareholders may request the redemption of all or any of their Ordinary Shares on any Redemption Point.

The right of Shareholders to request the redemption of all or any of their Ordinary Shares on any Redemption Point shall be exercised by the Shareholder delivering to the Receiving Agent (or to such other person as the Directors may designate for this purpose) a duly completed Redemption Request.

A Redemption Request shall be deemed to include a representation and warranty to the Directors that the Ordinary Shares which are the subject of the Redemption Request are free from and clear of all liens, charges and other encumbrances whatsoever.

Shareholders holding Ordinary Shares in certificated form shall be required to complete the Redemption Request on the back of the certificate(s) in respect of the Ordinary Shares which are the subject of the Redemption Request and such other evidence or information as the Directors may request and the due execution by him of the Redemption Request or, if the Redemption Request is executed by some other person on his behalf, the authority of that other person to do so. Redemption Request forms for Shareholders who have lost or damaged their share certificates will be available upon request from the Registrar.

Shareholders holding Ordinary Shares in uncertificated form (that is, in CREST) must send a properly authenticated Transfer to Escrow (''TTE'') instruction to effect the transfer of the number of Ordinary Shares which the Shareholder wishes to redeem from his CREST account to the Receiving Agent's specified CREST account, together with such other evidence or information as the Directors may request. The transfer to the Receiving Agent's CREST stock account must be effected no later than 3.00 p.m. on the day falling 20 Business Days before the relevant Redemption Point. Such transfers of Ordinary Shares shall be at the risk and the expense of the relevant Shareholder. Following the transfer to the Receiving Agent's CREST stock account and pending redemption of all or part of the Ordinary Shares, Shareholders shall not be entitled to dispose of, encumber, charge or deal in any way whatsoever with the Ordinary Shares which have been so transferred except in the circumstances described below. In order for a TTE instruction to be valid, it will need to comply with the requirements set out in paragraph 6 of this Part 4.

Redemption Requests for Ordinary Shares held in certificated or uncertificated form shall not be valid (unless the Company otherwise agrees) unless they are received by the Receiving Agent not later than 20 Business Days before the relevant Redemption Point.

Other than during any period of suspension of trading of the Ordinary Shares or during any period when the calculation of the Net Asset Value is suspended, a Redemption Request once given may not be withdrawn otherwise than with the prior consent of the Company (which the Directors shall be entitled in their absolute discretion to withhold), but shall only be deemed to have effect in relation to the next Redemption Point following its valid delivery and receipt and not in relation to any subsequent Redemption Point.

During any period of suspension of trading of the Ordinary Shares or during any period when the calculation of the Net Asset Value is suspended an applicant may, by notice in writing, withdraw his Redemption Request. If the request is not withdrawn it shall have effect, subject to the Directors' discretion, on the Redemption Point immediately following the date on which trading of the Ordinary Shares or calculation of the Net Asset Value, as appropriate, ceases to be suspended.

The Directors reserve the right to treat as valid Redemption Requests which are not entirely in order and which are not accompanied (in the case of Ordinary Shares held in certificated form) by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof and shall be entitled (in their sole discretion) to accept late Redemption Requests.

2 Directors' discretion

Investors should note that the Directors have absolute discretion to operate the annual redemption facility on any given Redemption Point and to accept or decline in whole or part any Redemption Request. Examples of circumstances where this may be the case include: large redemption requests (including requests such that the Directors may instead propose an alternative future for the Company rather than allowing it to continue at a size that is uneconomic to run); a suspension of trading or volatility in the markets in which the Company's assets are invested; corporate actions, including those to which the Takeover Code applies; or where obligations to comply with regulatory requirements so necessitate. Accordingly, whilst the Board does not generally expect to exercise this discretion, existing and prospective Shareholders should place no reliance on the Directors exercising their discretion to permit a Redemption Request in any particular case. The Directors' determination as to whether to permit or decline a Redemption Request (in whole or in part), together with their reasoning for their decision, will be documented. In the event that the Directors decline Redemption Requests for a particular Redemption Point, the Directors shall be permitted to propose an additional Redemption Point at their absolute discretion.

The Ordinary Shares may only be redeemed or purchased by the Company out of distributable reserves or the proceeds of a fresh issue of shares made for that purpose. It is important to note than in order to maintain its status as an investment trust in accordance with Chapter 4 of Part 24 of the Corporation Tax Act 2010, the Company must retain not more than 15 per cent. of the income it receives in an accounting period and is required to pay dividends in order to be able to meet this condition. Accordingly, to the extent that income is required to be distributed by way of dividend in this way, it will not be available to fund redemptions or repurchases of the Ordinary Shares.

3 Redemption Price

The Directors may elect, at their absolute discretion, to calculate the Redemption Price applying on any Redemption Point on either of the following bases:

(i) Redemption Price calculated by reference to Dealing Value per Ordinary Share

The Redemption Price shall be equal to the Dealing Value per Ordinary Share calculated as at the appropriate Valuation Point on the appropriate Redemption Point in accordance with the procedure set out in paragraph 7 of this Part 4, or

(ii) Redemption Price calculated by reference to a separate Redemption Pool

The Directors may elect to calculate the Redemption Price by reference to the amount generated upon the realisation of a Redemption Pool created for the purpose of funding the redemption. In these circumstances the Redemption Price shall be calculated in the manner specified in paragraph 8 of this Part 4.

The Directors intend to use the Redemption Pool method of calculating the Redemption Price whenever they consider it is in the best interests of the continuing Shareholders to do so.

Ordinary Shareholders should note that Dealing Value per Ordinary Share may not always equal published unaudited NAV per Ordinary Share largely because published unaudited NAV per Ordinary Share does not take into account current financial year net income.

Ordinary Shareholders should note that the final realised value of the pro rata share of the portfolio in the Redemption Pool will not equal the published, unaudited NAV per Ordinary Share at the relevant Redemption Point. This is largely because the realised value will be subject to movements in the markets on which the underlying assets of the Company are traded over the period in which the assets are realised. This period is envisaged to be up to three months although it may be longer if the Board considers it to be in the best interests of redeeming Shareholders for the realisation period to be extended. The Board may make interim distributions of the realisation proceeds during this period. In addition, expenses of realisation of the underlying assets will be charged against the Redemption Pool. Accordingly, Ordinary Shareholders should note that the final realised value per Ordinary Share for which a valid Redemption Request has been made may be materially different to the published unaudited NAV per Ordinary Share at the relevant Redemption Point.

4 Settlement of Redemption Requests

If the Redemption Price is calculated by reference to the Dealing Value, within 10 Business Days after the relevant Redemption Point the Company shall notify relevant Shareholders of the number of Ordinary Shares redeemed in respect of such holdings and the price at which such shares have been redeemed, and shall dispatch redemption monies to those Shareholders whose Ordinary Shares have been redeemed.

If the Redemption Price is determined by reference to a Redemption Pool, within 10 Business Days after the relevant Redemption Point the Company shall notify relevant Shareholders of the number of Ordinary Shares redeemed in respect of such holdings. As soon as practicable after the realisation of the assets comprised in the Redemption Pool, the Company shall notify the relevant Shareholders of the Redemption Price per Ordinary Share and shall dispatch the net redemption monies to those Shareholders whose Ordinary Shares have been redeemed. The Company may make interim distributions in respect of the Redemption Price in the event that there is a delay in realising all the assets comprising the Redemption Pool.

The Company shall not be liable for any loss or damage suffered or incurred by any Shareholder or other person as a result of or arising out of late settlement, howsoever such loss or damage may arise.

Payment of the Redemption Price in respect of any Ordinary Shares in certificated form will be made by cheque made payable to the relevant Shareholder(s) and shall be sent to the address specified by that Shareholder, or in the case of joint holders, to the joint holder first named in the register of members, (or, if none is specified, to the address (being an address outside a Restricted Jurisdiction) of the Shareholder as entered in the register of members in respect of such Ordinary Shares). Due payment of the cheques or warrants shall be in satisfaction of the Redemption Price represented thereby. Every such cheque or warrant which is sent through the post shall be sent by first class post (at the risk of the relevant Shareholders).

The Company shall procure that in relation to any Ordinary Shares held in certificated form which have not been redeemed, a balance certificate in respect of such number of unredeemed Ordinary Shares shall be sent (at the risk of the Shareholder) to the address specified by that Shareholder, or in the case of joint holders, to the joint holder first named in the register of members, (or, if none is specified, to the address (being an address outside a Restricted Jurisdiction) of the Shareholder(s) as entered in the register of members) within 20 Business Days after the relevant Redemption Point.

Each payment in respect of Ordinary Shares held in uncertificated form will take place through CREST by means of a CREST payment in favour of the relevant Shareholder's payment bank in respect of the redemption monies due, in accordance with the CREST payment arrangements.

If the Directors exercise their discretion not to redeem all or any of the Ordinary Shares which are the subject of a Redemption Request, the Company shall procure that in relation to Ordinary Shares held in uncertificated form which have not been redeemed the Receiving Agent will, as soon as reasonably practicable after the relevant Redemption Point, transfer by means of a TFE Instruction such Ordinary Shares to the original available balance from which those Ordinary Shares came.

All documents, instructions and remittances sent by, to or from a Shareholder or their appointed agents will be sent at their own risk.

5 Matched bargains

The Company may, prior to a Redemption Point, in its sole discretion, invite investors to purchase Ordinary Shares which are the subject of Redemption Requests.

The price at which such transfers will be made will not be less than the Redemption Price which the Shareholder requesting redemption would have received if the Redemption Price had been determined by reference to the Dealing Value per Ordinary Share applicable on the relevant Redemption Point.

In circumstances where there are investors willing to acquire Ordinary Shares, all or some of the Ordinary Shares which are the subject of Redemption Requests will not be redeemed by the Company but instead shall be transferred to the incoming investor(s), as appropriate, with effect from the relevant Redemption Point.

Shareholders submitting Redemption Requests are deemed to have agreed that the Company may sell all or any of their Ordinary Shares that are the subject of the Redemption Request to an incoming investor at a Redemption Point. Under the terms of a Redemption Request, a redeeming Shareholder shall be deemed to authorise the Company to sell the Ordinary Shares that are the subject of the Redemption Request to an incoming investor as the Directors may determine.

If there is sufficient demand from incoming investors to acquire all of the Ordinary Shares that are the subject of Redemption Requests as at a Redemption Point, the Company may sell all of the Ordinary Shares to incoming investors.

If there is demand from incoming investors to acquire some of the Ordinary Shares that are the subject of Redemption Requests as at a Redemption Point, the Company may select holdings of Ordinary Shares that are the subject of Redemption Requests from Shareholders as at the Valuation Point to satisfy incoming investor demand. Selection of such holdings of Ordinary Shares may be pro rata to redeeming Shareholders holdings or such other equitable means as the Directors determine in their discretion such as first come/first served basis or by random ballot. Shareholders who are selected shall have all of their Ordinary Shares that are the subject of the Redemption Requests sold to incoming investors, except for the final Shareholder that is selected who will have such proportion of his or her Ordinary Shares sold to incoming investors and/or purchased by the Company, as appropriate, to satisfy the remaining demand. The remainder of the Ordinary Shares that are the subject of the Redemption Requests may be redeemed by the Company pursuant to the redemption facility.

Following the relevant Redemption Point, Shareholders will be notified in writing whether their Ordinary Shares have been redeemed by the Company under the redemption facility at the Redemption Price or sold to incoming investors under the matched bargain facility.

Shareholders should note that certain Shareholders may experience a different tax treatment depending on whether they have their Ordinary Shares redeemed by the Company or purchased by incoming investors under the matched bargain facility. Shareholders who are in any doubt as to their tax position should refer to Part 5 of this Securities Note and seek professional advice from their own independent financial adviser authorised under the Financial Services and Markets Act 2000.

6 Redemption of Ordinary Shares held in uncertificated form: additional information

6.1 Shareholders who wish to redeem Ordinary Shares held in CREST will need to send a properly authenticated TTE instruction. A valid TTE instruction will need to include the following particulars:
6.1.1 the ISIN for the Ordinary Shares. This is GB00BWFGQ085;
6.1.2 the number of Ordinary Shares being tendered for redemption;
6.1.3 the participant ID of the holder of the Ordinary Shares;
6.1.4 the member account ID of the holder of the Ordinary Shares, being the account from which the Ordinary Shares are to be debited;
6.1.5 the participant account ID of the Receiving Agent (RA10);
6.1.6 the member account ID of the Receiving Agent. This is MITONRED;
6.1.7 the corporate action number allocated by Euroclear;
6.1.8 the intended settlement date which must be on or before 3.00 p.m. on the day falling 20 Business Days before the relevant Redemption Point;
6.1.9 a delivery priority of 80; and
6.1.10 a contact number in the shared note field.

Details of the particulars referred to in 6.1.7 and 6.1.8 above can be obtained by viewing CREST prior to submission of the TTE instruction.

CREST members and (where applicable) CREST sponsors should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timing and limitations will therefore apply in relation to the input of a TTE instruction and its settlement in connection with the exercise of the rights attaching to the Ordinary Shares held in CREST. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his CREST sponsor takes) such action as shall be necessary to ensure that a TTE instruction is effected and settled by 3.00 p.m. on the day falling 20 Business Days before the relevant Redemption Point. In this connection, CREST members and (where applicable) their CREST sponsors, are referred in particular to those sections of the CREST Manual concerning the practical limitation of the CREST system and timings.

6.2 The Company in its sole discretion may:
6.2.1 accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor in substitution for or in addition to a TTE instruction and subject to such further terms and conditions as the Company may determine;
6.2.2 treat a properly authenticated instruction (in this paragraph 6.2.2, the ''first instruction'') as not constituting a valid TTE instruction if, at the time at which the Receiving Agent receives a properly authenticated dematerialised instruction giving details of the first instruction, either the Company or the Receiving Agent has received actual notice from Euroclear of any matters referred to in Regulation 35(5)(a) of the CREST Regulations in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and
6.2.3 accept an alternative instruction or notification from a CREST member or CREST sponsored member or (where applicable) a CREST sponsor, or extend the time for settlement of a TTE instruction or notification, in the event that, for reasons or due to circumstances outside the control of the CREST member or (where applicable) CREST sponsor, the CREST member or CREST sponsored member is unable to validly request the redemption of his Ordinary Shares by means of the procedures described above. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or systems operated by the Receiving Agent in connection with CREST.

7 Calculation of Dealing Value

The Dealing Value of the Company and the Dealing Value per Ordinary Share shall be expressed in pounds sterling and shall be determined in accordance with the valuation principles and procedures from time to time adopted by the Board and notified to Shareholders and, in the absence of such adoption as aforesaid, the following valuation principles and procedures shall apply.

7.1 The Dealing Value of the Company shall be calculated as at the Valuation Point applicable to each Redemption Point and such other time and/or day as the Directors may determine. The Dealing Value will be calculated as the value of all the assets of the Company (excluding any assets attributable to any C Shares prior to their conversion) less its liabilities (excluding any liabilities of the Company attributable to any C Shares prior to their conversion).

The value of the assets of the Company shall be calculated on the following bases:

7.1.1 securities trading on a stock exchange are to be valued generally at the latest available bid-market price quoted on such exchange or, in the absence of such bid-market price, the last known price quoted on such exchange;
7.1.2 unlisted securities (other than equities) for which there is an ascertainable market value are to be valued generally at the last known bid price quoted on the principal market on which the securities are traded;
7.1.3 unlisted securities (other than equities) for which there is no ascertainable market value will be valued at cost plus interest (if any) accrued from purchase to (but excluding) the Redemption Point plus or minus the premium or discount (if any) from par value written off over the life of the security;
7.1.4 any other unlisted securities will be valued initially at cost and thereafter with any reduction or increase in value (as the case may be) as the Directors shall in their absolute discretion deem appropriate in the light of the circumstances;
7.1.5 any value otherwise than in pounds sterling shall be converted into pounds sterling at the rate (whether official or otherwise) which the Directors shall in their absolute discretion deem appropriate to the circumstances having regard, inter alia, to any premium or discount which they consider may be relevant and to the costs of exchange;
7.1.6 the value of any cash in hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, cash dividends and interest accrued and not yet received shall be deemed to be the full amount thereof, unless it is unlikely to be paid or received in full, in which case the value thereof shall be arrived at after making such discount as the Directors may consider appropriate to reflect the true value thereof;
7.1.7 the value of units in any unit trust shall be derived from the last prices published by the investment managers thereof;
7.1.8 if in any case a particular value is not ascertainable as above provided, or if the Directors shall consider that some other method of valuation better reflects the fair value of the relevant investments, then in such case the method of valuation of the relevant investment shall be such as the Directors shall determine;
7.1.9 where any investments do not fall to be valued in accordance with any of the foregoing provisions, they shall be valued by such method as the Directors shall determine; and
7.1.10 for the purposes of ascertaining or obtaining any price, quotation, rate or other value referred to in the preceding paragraphs for use in determining the value of any asset, the Investment Manager shall be entitled to use the services of any reputable information or pricing service but only to the extent designated by the Directors.

In respect of calculating the Dealing Value of the Company by reference to which Redemption Requests may be satisfied there will be deducted all liabilities of the Company and such provisions and allowances for contingencies and accrued costs and expenses payable by the Company, including a provision for the costs that would be incurred in disposing of the Company's investments. In addition, the Shareholder whose Ordinary Shares are acquired by an incoming investor will bear any applicable dealing and/or market impact costs.

Where the current price of an investment held by the Company is quoted 'ex' any dividend (including stock dividend), interest or other rights to which the Company is entitled but such dividend, interest or the property to which such rights relate has not been received and is not taken into account under any other provisions of the Articles, the amount of such dividend, interest, property or cash shall be taken into account.

7.2 The Dealing Value per Ordinary Share shall be the Dealing Value of the Company at the relevant Valuation Point applicable to the relevant Redemption Point divided by the number of Ordinary Shares in issue or deemed to be in issue at the Valuation Point. For this purpose:
7.2.1 Ordinary Shares which have been allotted shall be deemed to be in issue from the close of business on the Redemption Point on which they are allotted;
7.2.2 Ordinary Shares which have been repurchased (whether or not held in treasury) or redeemed shall be deemed to cease to be in issue at the close of business on the Redemption Point on which they are repurchased or redeemed;
7.2.3 monies paid or payable to the Company in respect of the allotment of Ordinary Shares shall be deemed to be an asset of the Company as of the time at which such Ordinary Shares are deemed to be in issue; and
7.2.4 monies payable by the Company on the repurchase or redemption by the Company of Ordinary Shares pursuant to repurchases or Redemption Requests shall be deemed to be a liability of the Company from the time at which such Ordinary Shares are deemed to cease to be in issue.
7.3 The Directors may temporarily suspend the determination of the Dealing Value of the Company during the whole or any part of any period when:
7.3.1 any principal market or stock exchange on which not less than 10 per cent. of the investments of the Company from time to time are quoted or traded is closed other than for ordinary holidays or during which dealings therein are restricted or suspended generally;
7.3.2 as a result of political, economic, military or monetary events or any circumstances outside the control, responsibility or power of the Board, disposal or valuation of investments of the Company or other transactions in the ordinary course of the Company's business is not reasonably practicable without this being materially detrimental to the interests of Shareholders or if, in the opinion of the Board, the Dealing Value of the Company cannot fairly be calculated;
7.3.3 there is a breakdown of the means of communication normally employed in determining the Dealing Value of the Company;
7.3.4 to a material extent the Company is unable to repatriate funds for the purpose of making payments on the repurchase or redemption of Ordinary Shares or during which the realisation of investments involved in the repurchase or redemption of Ordinary Shares cannot in the opinion of the Board be effected at normal prices or normal rates of exchange; or
7.3.5 it is not reasonably practicable to determine the Dealing Value of the Company on an accurate and timely basis.

8 Calculation of Redemption Price by reference to separate Redemption Pool

8.1 Where the Board has decided to fund redemptions through the use of a Redemption Pool, in accordance with the Articles, the Company will notionally divide its assets and liabilities into two pools (in addition to any pool of assets and liabilities attributable to any C Shares for the time being in issue):
8.1.1 the Redemption Pool, which will consist of cash, assets and liabilities attributable to the Ordinary Shares which are the subject of valid Redemption Requests and which the Directors have exercised their discretion to redeem on the relevant Redemption Point; and
8.1.2 the Continuing Pool, which will contain all the other cash, assets and liabilities of the Company other than those attributable to any C Shares for the time being in issue.
8.2 The Redemption Pool and the Continuing Pool will include a proportionate share of each investment held by the Company (excluding any investment attributable to any C Shares for the time being in issue). The Investment Manager will be entitled to transfer assets between the pools at fair market value.
8.3 The investment portfolios of the Continuing Pool and the Redemption Pool will be reorganised in the period leading up to the date on which the Redemption Price is settled as follows:
8.3.1 the assets of the Redemption Pool shall be liquidated and the proceeds retained solely as cash in sterling; and
8.3.2 the assets of the Continuing Pool shall be adjusted so that the Continuing Pool complies with the investment policy of the Company.
8.4 The liabilities attributable to the Redemption Pool, to the extent that they cannot be satisfied prior to the date on which the Redemption Price is to be settled, will be transferred to the Continuing Pool together with an equivalent amount in cash. In calculating such liabilities any debt liability that the Company may have from time to time will be valued on a pre-payment basis, including any early repayment costs.
8.5 The costs of the portfolio reorganisations (including costs relating to the sale of the assets and tax liabilities that may arise, or be deemed to arise, as a result of the sale of those assets) will be borne by the relevant pool, together with a pro rata share of costs and expenses of the Company not attributable to a particular pool. Such costs, as determined by the Board in its sole discretion, will be deducted before payments are made to the relevant Shareholders whose Ordinary Shares are being redeemed.

8.6 The Redemption Price per Ordinary Share when calculated by reference to the Redemption Pool shall be equal to the aggregate cash received by the Company upon the realisation of the Redemption Pool (less the costs) in accordance with paragraph 8.3.1 less the costs and liabilities referred to in paragraphs 8.4 and 8.5 above divided by the number of Ordinary Shares to be redeemed on the relevant Redemption Point.

9 Liability

Any determination of the Dealing Value of the Company or Dealing Value per Ordinary Share made in accordance with the valuation guidelines from time to time adopted by the Board shall be binding on all parties. Neither the Directors nor the Investment Manager shall be responsible to any Shareholder or any other person in respect of all or any acts done in carrying out their duties in relation thereto in the absence of fraud, negligence or wilful default.

PART 5 UK TAXATION

1 General

The following comments do not constitute tax advice and are intended only as a general guide to current UK law and HMRC's published practice as at the date of this document (both of which are subject to change at any time, possibly with retrospective effect). They relate only to certain limited aspects of the UK tax treatment of Shareholders and (except insofar as express reference is made to the treatment of non-UK residents) are intended to apply only to Shareholders who for UK tax purposes are resident in and, in the case of individuals, domiciled in the UK and to whom ''split year'' treatment does not apply. The comments apply only to Shareholders who are the absolute beneficial owners of their Shares and the dividends payable on them and who hold their Shares as investments (and not as securities to be realised in the course of a trade).

The comments below may not apply to certain categories of Shareholder such as dealers in securities, insurance companies and collective investment schemes, Shareholders who are exempt from taxation (or who hold their Shares through an ISA) and Shareholders who have (or are deemed to have) acquired their Shares by virtue of any office or employment. Such persons may be subject to special rules.

Prospective investors who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK are strongly advised to consult their own professional advisers.

2 The Company

It is the intention of the Directors to continue to conduct the affairs of the Company so that it satisfies the conditions necessary for it to continue to be approved by HMRC as an investment trust. However, neither the Investment Manager nor the Directors can guarantee that this approval will be maintained. In respect of each accounting period for which the Company is and continues to be approved by HMRC as an investment trust the Company will be exempt from UK corporation tax on its chargeable gains. The Company will however (subject to what follows) be liable to UK corporation tax on its income in the normal way.

Approved investment trusts are able to elect to take advantage of modified UK tax treatment in respect of their ''qualifying interest income'' for an accounting period (referred to here as the ''streaming'' regime). Under such treatment, the Company may (assuming it continues to be approved as an investment trust) designate as an ''interest distribution'' all or part of the amount it distributes to Shareholders as dividends, to the extent that it has ''qualifying interest income'' for the accounting period. Were the Company to designate any dividend it pays in this manner, it would be able to deduct such interest distributions from its income in calculating its taxable profit for the relevant accounting period. It is expected that the majority of the Company's income will be dividend income, rather than qualifying interest income.

In principle, the Company will be liable to UK corporation tax on its dividend income. However, there are broad-ranging exemptions from this charge which would be expected to be applicable in respect of most dividends it receives.

3 Shareholders

Taxation of dividends – individuals

(A) Dividends which are not designated as ''interest distributions''

The following statements in this section (A) summarise the expected UK tax treatment for individual Shareholders who receive dividends in respect of their Shares which are not subject to the streaming regime.

The Company is not required to withhold UK tax when paying a dividend on the Shares.

For the tax year 2015/2016, a UK resident individual Shareholder who receives a dividend from the Company on the Shares will be entitled to a tax credit equal to one-ninth of the dividend received. The dividend received plus the related tax credit (the ''gross dividend'') will form part of the Shareholder's total income for UK income tax purposes and will, generally, fall to be taxed as the top slice of that income. The tax credit (which equates to 10 per cent. of the gross dividend) will be set off against the tax chargeable on the gross dividend.

Basic rate taxpayers

For the tax year 2015/2016, a UK resident individual Shareholder who is liable to income tax only at the basic rate will be subject to tax on the gross dividend at the rate of 10 per cent. The tax credit will, therefore, satisfy in full such a Shareholder's liability to income tax in respect of the dividend.

Higher rate taxpayers

For the tax year 2015/2016, a UK resident individual Shareholder for whom the gross dividend falls between the thresholds for the higher and additional rates of income tax will, to that extent, be subject to tax on the gross dividend at a rate of 32.5 per cent. The tax credit will therefore not fully satisfy such a Shareholder's liability to income tax in respect of the dividend. After taking account of the tax credit, the Shareholder will be taxed at an effective rate of income tax of 25 per cent. of the cash dividend received.

Additional rate taxpayers

For the tax year 2015/2016, a UK resident individual Shareholder for whom the gross dividend falls above the threshold for the additional rate of income tax will, to that extent, be subject to tax on the gross dividend at a rate of 37.5 per cent. The tax credit will therefore not fully satisfy such a Shareholder's liability to income tax in respect of the dividend. After taking account of the tax credit, the Shareholder will be taxed at an effective rate of income tax of approximately 30.6 per cent. of the cash dividend received.

No payment of tax credit

A UK resident individual Shareholder who is not liable to income tax in respect of the gross dividend will not be entitled to claim repayment of the tax credit.

Changes to taxation of dividends from April 2016

From 6 April 2016 the dividend tax credit will be abolished and replaced with a new dividend allowance in the form of a zero per cent. tax rate on the first £5000 of dividend income per year. In outline, UK residents will pay tax on any dividends received over the £5000 allowance at the following rates:

* 7.5 per cent. on dividend income within the basic rate band;
* 32.5 per cent. on dividend income within the higher rate band;
* 38.1 per cent. on dividend income within the additional rate band.

(B) ''Interest distributions''

The following statements in this section (B) summarise the expected UK tax treatment for individual Shareholders who receive dividends in respect of their Shares which are designated as interest distributions and thus subject to the streaming regime.

If the Directors were to elect for the streaming regime to apply, a UK resident individual Shareholder receiving a dividend designated by the Company as an interest distribution would be treated for tax purposes as receiving a payment of interest. Such a Shareholder would generally be subject to UK income tax at the rates of 20 per cent., 40 per cent. or 45 per cent., depending on the level of the Shareholder's income and the availability of any exemption, allowance or relief. Such distributions would generally be paid to the individual Shareholder after the deduction of 20 per cent. income tax.

An individual Shareholder who is not UK tax resident should generally be entitled to receive dividends designated as interest distributions without deduction of UK tax, provided the Company has received the necessary declarations of non-residence.

Taxation of dividends – companies

(A) Dividends which are not designated as ''interest distributions''

The following statements in this section (A) summarise the expected UK tax treatment for Shareholders within the charge to UK corporation tax who receive dividends in respect of their Shares which are not subject to the streaming regime.

The Company is not required to withhold UK tax when paying a dividend on the Shares.

Shareholders within the charge to UK corporation tax which are ''small companies'' (for the purposes of UK taxation of dividends) will not generally be subject to UK corporation tax on dividends paid by the Company on the Shares.

Other Shareholders within the charge to UK corporation tax will not be subject to corporation tax on dividends paid by the Company on the Shares so long as the dividends fall within an exempt class and certain conditions are met. Although it is likely that dividends paid by the Company on the Shares would qualify for exemption from corporation tax, it should be noted that the exemption is not comprehensive and is subject to anti-avoidance rules. Shareholders should therefore consult their own professional advisers where necessary.

(B) ''Interest distributions''

The following statements in this section (B) summarise the expected UK tax treatment for Shareholders within the charge to UK corporation tax who receive dividends in respect of their Shares which are designated as interest distributions and thus subject to the streaming regime.

The Company will not generally be required to withhold UK tax when paying a dividend on the Shares where the recipient of the dividend is a company (whether UK resident or not).

If the Directors were to elect for the streaming regime to apply, a Shareholder within the charge to UK corporation tax receiving a dividend designated by the Company as an interest distribution would be treated for tax purposes as receiving interest under a creditor loan relationship. Accordingly, such a Shareholder would be subject to corporation tax in respect of the distribution.

Taxation of chargeable gains

Disposals of Shares – general

A disposal of Shares by a Shareholder who is resident in the UK for tax purposes may, depending on the Shareholder's circumstances, and subject to any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of UK taxation of chargeable gains.

UK resident individuals are, for each tax year, entitled to an exemption from capital gains tax for a specified amount of gains realised in that tax year. The current annual exempt amount (for the tax year 2015/16) is £11,100.

For Shareholders within the charge to corporation tax, indexation allowance may reduce the amount of any chargeable gain arising on a disposal of Shares (but cannot give rise to or increase the amount of an allowable loss).

Shareholders that are not resident in the UK for tax purposes (and not only temporarily nonresident) will not generally be subject to UK taxation of chargeable gains on a disposal of their Shares, provided that their Shares are not and have not been acquired, held or used in or for the purposes of any trade, profession or vocation carried on by the Shareholder in the UK through a branch, agency or permanent establishment. It should however be noted that, in certain circumstances, an individual Shareholder who is only temporarily non-UK resident may, on reestablishing UK tax residence, be subject to capital gains tax in respect of disposals which occurred in the period of temporary non-residence.

Conversion of C Shares

A Conversion of C Shares into new Ordinary Shares should, for the purposes of UK taxation of chargeable gains, generally be treated as a reorganisation of the share capital of the Company. To this extent, the new Ordinary Shares will be treated as the same asset as the Shareholder's original C Shares and as having been acquired at the same time as the C Shares are treated as having been acquired. To the extent that this reorganisation treatment applies, the Conversion will not be treated as giving rise to a disposal of the Shareholder's C Shares for the purposes of UK taxation of chargeable gains.

Redemptions and buybacks of Ordinary Shares

A redemption or buyback of Ordinary Shares by the Company which is not effected through the ''matched bargain'' mechanism will generally be treated for tax purposes as giving rise to both:

(i) a disposal by the Shareholder of the Ordinary Shares for the purposes of UK taxation of chargeable gains; and
(ii) to the extent that proceeds of the redemption or buyback exceed the amount which is treated for tax purposes as paid-in share capital attributable to the Ordinary Shares, a distribution by

the Company to the Shareholder (the ''distribution element''). Shareholders should note that the amount treated for tax purposes as paid-in share capital attributable to the Ordinary Shares may be less than the amount paid by the Shareholder for those shares.

The distribution element will generally be taxed as if it were a dividend (please refer to the discussion above for further detail as to the tax treatment of dividends).

For UK resident individual Shareholders, this means that the distribution element will be subject to income tax. However, to the extent that the redemption or buyback proceeds are subject to income tax in this way, they will not be taken into account in the capital gains tax calculation.

For UK resident corporate Shareholders, the distribution element should generally be exempt from corporation tax on income (provided that, as discussed above, the distribution falls into an exempt class and any other relevant conditions are met). In the case of a redemption of Ordinary Shares (but not a buyback), this exempt distribution element would not generally fall to be taken into account in computing any chargeable gains subject to corporation tax. In the case of a buyback of Ordinary Shares, however, the exempt distribution element would generally fall to be taken into account in the calculation of any chargeable gains subject to corporation tax.

Shareholders should note that the discussion above in relation to redemptions and buybacks of Ordinary Shares is general in nature and that there are a number of detailed rules which, depending on the circumstances, may affect the tax treatment of redemptions or buybacks for particular Shareholders. The statements above may not apply to redemptions or buybacks effected through the ''matched bargain'' mechanism, which may instead fall to be treated as a normal sale to a third party in the market. Shareholders should therefore seek independent professional advice as to the tax consequences of any proposed redemption or buyback of Ordinary Shares.

ISAs

Provided that the Company maintains its status as an investment trust approved by HMRC, C Shares issued pursuant to the Offer for Subscription or Intermediaries Offer should be eligible for inclusion in an ISA.

Stamp Duty and Stamp Duty Reserve Tax

The following comments in relation to UK stamp duty and SDRT apply to Shareholders wherever they are resident or domiciled. They are intended only as a general guide and (except to the extent stated) do not relate to persons such as market makers, brokers, dealers, intermediaries or persons connected with depositary arrangements or clearance services, to whom special rules may apply.

Share Issuance Programme

The issue of Shares pursuant to the Share Issuance Programme will not give rise to stamp duty or SDRT.

Subsequent transfers of Shares

Stamp duty at the rate of 0.5 per cent. (rounded up to the nearest £5) of the amount or value of the consideration given will generally be payable in respect of an instrument transferring Shares. An exemption from stamp duty is available for instruments transferring shares where the amount or value of the consideration is £1,000 or less and it is certified on the instrument that the transaction effected by it does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000.

A charge to SDRT will also arise in respect of an unconditional agreement to transfer Shares (at the rate of 0.5 per cent. of the amount or value of the consideration for the Shares). However, if an instrument of transfer is executed in pursuance of the agreement and duly stamped within six years of the date on which the agreement became unconditional, the SDRT charge will generally be cancelled and any SDRT which has already been paid can generally be reclaimed.

The liability to pay stamp duty or SDRT is normally satisfied by the purchaser or transferee.

Shares held through CREST

Paperless transfers of Shares within CREST are generally subject to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration payable. CREST is obliged to collect SDRT on relevant transactions settled within the system. Deposits of Shares into CREST will generally not be subject to SDRT or stamp duty, unless the transfer into CREST is itself for consideration in money or money's worth, in which case a liability to SDRT will arise, usually at the rate of 0.5 per cent. of the amount or value of the consideration.

Shares held through clearance services or depositary receipt arrangements

Special rules apply where Shares are issued or transferred to, or to a nominee or agent for, either a person whose business is or includes issuing depositary receipts within Section 67 or Section 93 of the Finance Act 1986 or a person providing a clearance service within Section 70 or Section 96 of the Finance Act 1986, under which SDRT or stamp duty may be charged at a rate of 1.5 per cent.

Following litigation, HMRC have confirmed that they will no longer seek to apply the 1.5 per cent. SDRT charge on an issue of shares into a clearance service or depositary receipt arrangement on the basis that the charge is not compatible with EU law. HMRC's view is that the 1.5 per cent. SDRT or stamp duty charge will continue to apply to transfers of shares into a clearance service or depositary receipt arrangement unless they are an integral part of an issue of share capital.

Information reporting

The UK has entered into international agreements with a number of jurisdictions which provide for the exchange of information in order to combat tax evasion and improve tax compliance. These include, but are not limited to, an Inter-governmental Agreement with the US in relation to FATCA and International Tax Compliance Agreements with Guernsey, Jersey, the Isle of Man and Gibraltar. The UK has also introduced legislation implementing other international exchange of information arrangements, including the Common Reporting Standard developed by the Organisation for Economic Co-operation and Development and the EU Directive on Administrative Cooperation in Tax Matters. In connection with such agreements and arrangements the Company may, among other things, be required to collect and report to HMRC certain information regarding Shareholders and other account holders of the Company and HMRC may pass this information on to the authorities in other jurisdictions.

PART 6 ADDITIONAL INFORMATION

1 Share Capital

1.1 On incorporation, the issued share capital of the Company was £50,000 represented by 50,000 Management Shares of nominal value £1.00 each, which were subscribed for by the Investment Manager.
1.2 On 30 April 2015, 100,000,000 Ordinary Shares were issued, on 6 August 2015 a further 8,000,000 Ordinary Shares were issued, on 10 August 2015 a further 503,687 Ordinary Shares were issued, on 19 August 2015 a further 250,000 Ordinary Shares were issued, on 20 August 2015 a further 350,000 Ordinary Shares were issued and on 2 September 2015 a further 886,313 Ordinary Shares were issued.
1.3 Set out below is the issued share capital of the Company as at the date of this Securities Note:

	Nominal Value (£)	Number
Ordinary Shares	109,990	109,990,000
Management Shares	50,000	50,000

1.4 Set out below is the issued share capital of the Company as it will be following the Issue (assuming that the Issue is subscribed as to 60 million C Shares) but before any Conversion of C Shares:

	Nominal Value (£)	Number
Ordinary Shares	109,990	109,990,000
Management Shares	50,000	50,000
C Shares	600,000	60,000,000

1.5 Set out below is the issued share capital of the Company as it will be following the Share Issuance Programme (assuming that the Share Issuance Programme is fully subscribed as to 190 million Ordinary Shares and 60 million C Shares) but before any Conversion of C Shares:

	Nominal Value (£)	Number
Ordinary Shares	299,990	299,990,000
Management Shares	50,000	50,000
C Shares	600,000	60,000,000

All Ordinary Shares, C Shares and Management Shares will be fully paid.

1.6 By special resolutions passed on 31 March 2015:
(A) the Directors were generally and unconditionally authorised in accordance with section 551 of the Act to exercise all the powers of the Company to allot up to 200 million Shares in aggregate, such authority to expire at the conclusion of the first annual general meeting of the Company, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of shares in pursuance of such an offer or agreement as if such authority had not expired;
(B) the Directors were empowered (pursuant to sections 570 and 573 of the Act) to allot Shares and to sell Shares from treasury for cash pursuant to the authority referred to in paragraph 1.6(A) above as if section 561 of the Act did not apply to any such allotment or sale, such power to expire at the conclusion of the first annual general meeting of the Company, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities

to be allotted or sold from treasury after the expiry of such power, and the Directors may allot or sell from treasury equity securities in pursuance of such an offer or an agreement as if such power had not expired; and

(C) the Company was authorised in accordance with section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares, provided that the maximum number of Ordinary Shares authorised to be purchased is 14.99 per cent. of the issued Ordinary Shares immediately following the IPO. The minimum price which may be paid for an Ordinary Share is £0.001. The maximum price which may be paid for an Ordinary Share must not be more than the higher of: (a) 5 per cent. above the average of the mid-market values of the Ordinary Shares for the five Business Days before the purchase is made; or (b) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary Shares. Such authority will expire on the earlier of the conclusion of the first annual general meeting of the Company and the date 18 months after the date on which the resolution was passed save that the Company may contract to purchase its Ordinary Shares under the authority conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority and may purchase its Ordinary Shares in pursuance of such contract.
1.7 The provisions of section 561 of the Act (which, to the extent not disapplied pursuant to section 570 or section 573 of the Act, confer on Shareholders rights of pre-emption in respect of the allotment or sale of equity securities for cash) shall apply to any unissued share capital of the Company, except to the extent disapplied by the resolution referred to in paragraph 1.6(B) above.
1.8 Save as disclosed in this paragraph 1, since the date of its incorporation: (i) there has been no alteration in the share capital of the Company; (ii) no share or loan capital of the Company has been issued or agreed to be issued, or is now proposed to be issued for cash or any other consideration; and (iii) no commissions, discounts, brokerages or other special terms have been granted by the Company in connection with the issue or sale of any such capital and no share or loan capital of the Company is under option or agreed, conditionally or unconditionally, to be put under option.
1.9 The Shares, expected to be issued on 19 February 2016 in the case of the Issue and in the period from 20 February 2016 to 3 February 2017 in the case of Subsequent Issues under the Share Issuance Programme, will be in registered form. Temporary documents of title will not be issued.

2 Interests of Directors, major shareholders and related party transactions

2.1 So far as is known to the Company by virtue of the notifications made to it pursuant to the Disclosure and Transparency Rules, as at the Latest Practicable Date the following persons held directly or indirectly three per cent. or more of the Company's voting rights:

Name	Number of voting rights held	% of voting rights
Miton Group Plc	7,000,000	6.36%
Brewin Dolphin Limited	6,057,250	5.50%
Investec Wealth & Investment Limited	5,329,420	4.84%
City Of Bradford Metropolitan District Council	4,000,000	3.63%

2.2 Save as set out above, the Company is not aware of any person who holds as shareholder (within the meaning of the Disclosure and Transparency Rules), directly or indirectly, three per cent. or more of the voting rights of the Company, nor is the Company aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.

2.3 As at the Latest Practicable Date, the Directors and their immediate families held the following interests in the share capital of the Company:

Name	Number of Ordinary Shares	Percentage of issued Ordinary Share capital
Andy Pomfret	100,000	0.09
Peter Dicks	230,000	0.21
Jan Etherden	50,000	0.05
Ashe Windham	50,000	0.05

2.4 The Directors and/or their immediate families intend to subscribe for the following number of C Shares pursuant to the Issue:

Name	Percentage of C Shares issued Number of pursuant to C Shares the Issue*
Andy Pomfret	50,000	0.08
Peter Dicks	50,000	0.08
Jan Etherden	100,000	0.17
Ashe Windham	60,000	0.10

* Assuming the Issue is subscribed as to 60 million C Shares.

3 Articles of Association

The Articles contain provisions, inter alia, to the following effect:

3.1 Objects

The Articles do not provide for any objects of the Company and accordingly the Company's objects are unrestricted.

3.2 Variation of rights

3.3 Alteration of share capital

The Company may by ordinary resolution:

(i) consolidate and divide all or any of its share capital into shares of larger nominal value than its existing shares;
(ii) sub-divide its shares, or any of them, into shares of smaller nominal value than its existing shares; and

(iii) determine that, as between the shares resulting from such a sub-division, one or more shares may, as compared with the others, have any such preferred, deferred or other rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares.

3.4 Issue of shares

3.5 Dividends

3.6 Voting rights

3.7 Transfer of shares

(i) is lodged, duly stamped, at the registered office of the Company or such other place as the Directors may appoint and is accompanied by the certificate for the share to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;
(ii) is in respect of only one class of share; and
(iii) is not in favour of more than four transferees.

No fee shall be charged for the registration of any instrument of transfer or other document or instruction relating to or affecting the title to any share.

3.8 Distribution of assets on a winding-up

3.9 Restrictions on rights: failure to respond to a section 793 notice

3.10 Untraced shareholders

3.11 Appointment of Directors

Unless the Company determines otherwise by ordinary resolution, the number of Directors (other than alternate Directors) shall not be subject to any maximum but shall not be less than two.

3.12 Powers of Directors

Any Director may appoint any other Director, or any other person approved by resolution of the Directors and willing to act and permitted by law to do so, to be an alternate Director.

3.13 Borrowings

3.14 Voting at board meetings

Questions arising at a meeting of the Directors shall be decided by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

3.15 Restrictions on voting

3.16 Directors' interests

3.17 Indemnity

3.18 General meetings

Delivery of an appointment of proxy shall not preclude a shareholder from attending and voting at the meeting or at any adjournment of it.

Directors may attend and speak at general meetings and at any separate meeting of the holders of any class of shares, whether or not they are shareholders.

3.19 C Shares and Deferred Shares

The rights and restrictions attaching to the C Shares and the Deferred Shares arising on their conversion are summarised below.

(I) The following definitions apply for the purposes of this paragraph 3.19 only:

Calculation Date means the earliest of the:

(i) close of business on the date to be determined by the Directors occurring not more than 10 Business Days after the day on which the Investment Manager shall have given notice to the Directors that at least 90 per cent. of the Net Proceeds (or such other percentage as the Directors and Investment Manager shall agree) shall have been invested; or
(ii) close of business on the date falling six calendar months after the allotment of the C Shares or if such a date is not a Business Day the next following Business Day; or
(iii) close of business on the day on which the Directors resolve that Force Majeure Circumstances have arisen or are imminent;

Conversion means conversion of the C Shares into Ordinary Shares and Deferred Shares in accordance with paragraph (VIII) below;

Conversion Date means the close of business on such Business Day as may be selected by the Directors falling not more than 10 Business Days after the Calculation Date;

Conversion Ratio is the ratio of the net asset value per C Share to the net asset value per Ordinary Share, which is calculated as:

Conversion Ratio =

$$
A = \frac{C - D}{E}
$$

$$
B = \frac{F - C - G + D}{E}
$$

A D

Where:

C is the aggregate of:

(a) the value of the investments of the Company attributable to the C Shares (other than investments which are subject to restrictions on transfer or a suspension of dealings, which are in each case to be valued in accordance with (ii) below) which are listed or dealt in on a stock exchange calculated by reference to the bid-market quotations at close of business of, or, if appropriate, the daily average of the prices market for, those investments on the Calculation Date on the principal stock exchange or market where the relevant investment is listed or dealt in or traded, as derived from the relevant exchange's or market's recognised method of publication of prices for such investments where such published prices are available;
(b) the value of all other investments of the Company attributable to the C Shares (other than investments included in (a) above) calculated by reference to the Directors' belief as to a fair current value for those investments on the Calculation Date after taking into account any other price publication services reasonably available to the Directors; and
(c) the amount which, in the Directors' opinion, fairly reflects, on the Calculation Date, the value of the current assets of the Company attributable to the C Shares (excluding the investments valued under (a) and (b) above but including cash and deposits with or balances at a bank and including any accrued income less accrued expenses and other items of a revenue nature);

E is the number of C Shares in issue on the Calculation Date;

F is the aggregate of:

(a) the value of all the investments of the Company (other than investments which are subject to restrictions on transfer or a suspension of dealings, which are in each case to be valued in accordance with (ii) below) which are listed or dealt in or traded on a stock exchange calculated by reference to the bid-market quotations at close of business of, or, if appropriate, the daily average of the prices marked for, those investments on the Calculation Date on the principal stock exchange or market where the relevant investment is listed or dealt in or traded as derived from the relevant exchange's or market's recognised method of publication of prices for such investments where such published prices are available;
(b) the value of all other investments of the Company (other than investments included in (a) above) calculated by reference to the Directors' belief as to a fair current value for those investments on the Calculation Date after taking into account any other price publication services reasonably available to the Directors; and
(c) the amount which, in the Directors' opinion, fairly reflects, on the Calculation Date, the value of the current assets of the Company (excluding the investments valued under (a) and (b) above but including cash and deposits with or balances at a bank and including any accrued income less accrued expenses and other items of a revenue nature);

H is the number of Ordinary Shares in issue on the Calculation Date (excluding any Ordinary Shares held in treasury),

Deferred Shares means deferred shares of £0.001 each in the capital of the Company arising on Conversion;

Existing Ordinary Shares means the Ordinary Shares in issue immediately prior to Conversion;

Net Proceeds means the net cash proceeds of the issue of the C Shares (after deduction of those commissions and expenses relating thereto and payable by the Company).

References to the Auditors confirming any matter should be construed to mean confirmation of their opinion as to such matter whether qualified or not.

References to ordinary shareholders, C shareholders and deferred shareholders should be construed as references to holders for the time being of Ordinary Shares, C Shares and Deferred Shares respectively.

(II) The holders of the Ordinary Shares, the Management Shares, the C Shares and the Deferred Shares shall, subject to the provisions of the Articles, have the following rights to be paid dividends:
(a) the Deferred Shares (to the extent that any are in issue and extant) shall entitle the holders thereof to a cumulative annual dividend at a fixed rate of one per cent. of the nominal amount thereof, the first such dividend (adjusted pro rata temporis) (the ''Deferred Dividend'') being payable on the date six months after the Conversion Date on which such Deferred Shares were created in accordance with paragraph (VIII) (the ''Relevant Conversion Date'') and on each anniversary of such date payable to the holders thereof on the register of members on that date as holders of Deferred Shares but shall confer no other right, save as provided herein, on the holders thereof to share in the profits of the Company. The Deferred Dividend shall not accrue or become payable in any way until the date six months after the Conversion Date and shall then only be payable to those holders of Deferred Shares registered in the register of members of the Company as holders of Deferred Shares on that date. It should be noted that given the proposed repurchase of the Deferred Shares as described below, it is not expected that any dividends will accrue or be paid on such shares;
(b) the C Shareholders shall be entitled to receive in that capacity such dividends as the Directors may resolve to pay out of net assets attributable to the C Shares and from income received and accrued which is attributable to the C Shares;
(c) a holder of Management Shares shall be entitled (in priority to any payment of dividend on any other class of share) to a fixed cumulative preferential dividend of 0.01 per cent. per annum on the nominal amount of the Management Shares held by him, such dividend to accrue annually and to be payable in respect of each accounting reference period of the Company within 21 days of the end of such period;
(d) the Existing Ordinary Shares shall confer the right to dividends declared in accordance with the Articles;
(e) the Ordinary Shares into which C Shares shall convert shall rank pari passu with the Existing Ordinary Shares for dividends and other distributions made or declared by reference to a record date falling after the Calculation Date; and
(f) no dividend or other distribution shall be made or paid by the Company on any of its shares (other than any Deferred Shares for the time being in issue) between the Calculation Date and the Conversion Date relating to such C Shares (both dates inclusive) and no such dividend shall be declared with a record date falling between the Calculation Date and the Conversion Date (both dates inclusive).
(III) The holders of the Ordinary Shares, the Management Shares, the C Shares and the Deferred Shares shall, subject to the provisions of the Articles, have the following rights as to capital:
(a) the surplus capital and assets of the Company shall on a winding-up or on a return of capital (otherwise than on a purchase by the Company of any of its shares) at a time when any C Shares are for the time being in issue and prior to the Conversion Date be applied, after having deducted therefrom an amount equivalent to (C-D) using the methods of calculation of C and D given in the definition of Conversion Ratio, which amount shall be applied amongst the C shareholders pro rata according to the nominal capital paid up on their holdings of C Shares first, amongst the Management Shareholders pro rata according to the nominal capital paid up on their holdings of Management Shares and, second, amongst the existing Ordinary Shareholders pro rata according to the nominal capital paid up on their holdings of Existing Ordinary Shares provided however that the holders of the Management Shares shall only receive an amount up to the capital paid up on such Management Shares and the Management Shares shall not confer the right to participate in any surplus remaining following payment of such amount. For the purposes of this paragraph (III)(a) the Calculation Date shall be such date as the liquidator may determine; and
(b) the surplus capital and assets of the Company shall on a winding-up or on a return of capital (otherwise than on a purchase by the Company of any of its shares) at a time when no C Shares are for the time being in issue be applied as follows:
(i) first, if there are Deferred Shares in issue, in paying to the deferred shareholders £0.01 in aggregate in respect of every one million Deferred Shares (or part thereof) of which they are respectively the holders; and
(ii) secondly, the surplus shall be divided, first, amongst the Management Shareholders pro rata according to the nominal capital paid up on their holdings of Management Shares and, second, amongst the Ordinary Shareholders pro rata according to the nominal capital paid up on their holdings of Ordinary Shares provided however that the holders of the Management Shares shall only receive an amount up to the capital paid up on such Management Shares and the Management Shares shall not confer the right to participate in any surplus remaining following payment of such amount.
(IV) As regards voting:
(a) the C Shares shall carry the right to receive notice of and to attend and vote at any general meeting of the Company. The voting rights of holders of C Shares will be the same as that applying to holders of Existing Ordinary Shares as set out in the Articles as if the C Shares and Existing Ordinary Shares were a single class; and
(b) the Deferred Shares and the Management Shares shall not carry any right to receive notice of nor to attend or vote at any general meeting of the Company unless, in the case of the Management Shares, no other shares are in issue at that time.
(V) The following shall apply to the Deferred Shares:
(a) the C Shares shall be issued on such terms that the Deferred Shares arising upon Conversion (but not the Ordinary Shares arising on Conversion) may be repurchased by the Company in accordance with the terms set out herein;
(b) immediately upon Conversion, the Company shall repurchase all of the Deferred Shares which arise as a result of Conversion for an aggregate consideration of one pence for every 1,000,000 Deferred Shares and the notice referred to in paragraph (VIII)(b) below shall be deemed to constitute notice to each C Shareholder (and any person or persons having rights to acquire or acquiring C Shares on or after the Calculation Date) that the Deferred Shares shall be repurchased immediately upon Conversion for an aggregate consideration of one pence for each holding of 1,000,000 Deferred Shares. On repurchase, each Deferred Share shall be treated as cancelled in accordance with section 706 of the Act without further resolution or consent; and
(c) the Company shall not be obliged to: (i) issue share certificates to the deferred shareholders in respect of the Deferred Shares; or (ii) account to any deferred shareholder for the repurchase moneys in respect of such Deferred Shares.
(VI) Without prejudice to the generality of the Articles, for so long as any C Shares are for the time being in issue it shall be a special right attaching to the Existing Ordinary Shares as a class and to the C Shares as a separate class that without the sanction or consent of such holders given in accordance with the Company's Articles:
(a) no alteration shall be made to the Articles of the Company;
(b) no allotment or issue will be made of any security convertible into or carrying a right to subscribe for any share capital of the Company other than the allotment or issue of further C Shares; and
(c) no resolution of the Company shall be passed to wind-up the Company.

(i) the issue of further Ordinary Shares ranking pari passu in all respects with the Existing Ordinary Shares (otherwise than in respect of any dividend or other distribution declared, paid or made on the Existing Ordinary Shares by the issue of such further Ordinary Shares); or
(ii) the sale of any shares held as treasury shares (as such term is defined in section 724 of the Act) in accordance with sections 727 and 731 of the Act or the purchase or redemption of any shares by the Company (whether or not such shares are to be held in treasury).
(VII) For so long as any C Shares are for the time being in issue, until Conversion of such C Shares and without prejudice to its obligations under applicable laws the Company shall:
(d) procure that the Company's records, and bank and custody accounts shall be operated so that the assets attributable to the C Shares can, at all times, be separately identified and, in particular but without prejudice to the generality of the foregoing, the Company shall, without prejudice to any obligations pursuant to applicable laws, procure that separate cash accounts, broker settlement accounts and investment ledger accounts shall be created and maintained in the books of the Company for the assets attributable to the C Shares;
(e) allocate to the assets attributable to the C Shares such proportion of the income, expenses and liabilities of the Company incurred or accrued between the date on which the Company first receives the Net Proceeds and the Calculation Date relating to such C Shares (both dates inclusive) as the Directors fairly consider to be attributable to the C Shares; and
(f) give appropriate instructions to the Investment Manager to manage the Company's assets so that such undertakings can be complied with by the Company.
(VIII) The C Shares for the time being in issue shall be sub-divided and converted into Ordinary Shares and Deferred Shares on the Conversion Date in accordance with the following provisions of this paragraph (VIII):
(a) the Directors shall procure that within 10 Business Days of the Calculation Date:
- (i) the Conversion Ratio as at the Calculation Date and the numbers of Ordinary Shares and Deferred Shares to which each C Shareholder shall be entitled on Conversion shall be calculated; and
- (ii) the Auditors shall be requested to confirm that such calculations as have been made by the Company have, in their opinion, been performed in accordance with the Articles and are arithmetically accurate whereupon such calculations shall become final and binding on the Company and all holders of the Company's shares and any other securities issued by the Company which are convertible into the Company's shares, subject to the proviso immediately after the definition of H in paragraph (I) above.
(b) The Directors shall procure that, as soon as practicable following such confirmation and in any event within 10 Business Days of the Calculation Date, a notice is sent to each C shareholder advising such C shareholder of the Conversion Date, the Conversion Ratio and the numbers of Ordinary Shares and Deferred Shares to which such C shareholder will be entitled on Conversion.
(c) On conversion each C Share shall automatically subdivide into 10 conversion shares of £0.001 each and such conversion shares of £0.001 each shall automatically convert into such number of Ordinary Shares and Deferred Shares as shall be necessary to ensure that, upon such Conversion being completed:
- (i) the aggregate number of Ordinary Shares into which the same number of conversion shares of £0.001 each are converted equals the number of C Shares in issue on the Calculation Date multiplied by the Conversion Ratio (rounded down to the nearest whole Ordinary Share); and
- (ii) each conversion share of £0.001 which does not so convert into an Ordinary Share shall convert into one Deferred Share.
(d) The Ordinary Shares and Deferred Shares arising upon Conversion shall be divided amongst the former C shareholders pro rata according to their respective former holdings of C Shares (provided always that the Directors may deal in such manner as they think fit with fractional entitlements to Ordinary Shares and Deferred Shares arising upon Conversion including, without prejudice to the generality of the foregoing, selling any Ordinary Shares representing such fractional entitlements and retaining the proceeds for the benefit of the Company).
(e) Forthwith upon Conversion, the share certificates relating to the C Shares shall be cancelled and the Company shall issue to each former C Shareholder new certificates in respect of the Ordinary Shares which have arisen upon Conversion to which he or she is entitled. Share certificates in respect of the Deferred Shares will not be issued.
(f) The Directors may make such adjustments to the terms and timing of Conversion as they in their discretion consider are fair and reasonable having regard to the interests of all Shareholders.

4 City Code on Takeovers and Mergers

4.1 Mandatory bid

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, if:

(i) a person acquires an interest in Shares which, when taken together with Shares already held by him or persons acting in concert with him, carry 30 per cent. or more of the voting rights in the Company; or
(ii) a person who, together with persons acting in concert with him, is interested in not less than 30 per cent. and not more than 50 per cent. of the voting rights in the Company acquires additional interests in Shares which increase the percentage of Shares carrying voting rights in which that person is interested,

the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Panel on Takeovers and Mergers) to make a cash offer for the outstanding Shares at a price not less than the highest price paid for any interests in the Shares by the acquirer or its concert parties during the previous 12 months.

4.2 Compulsory Acquisition

Under sections 974 to 991 of the Act, if an offeror acquires or contracts to acquire (pursuant to a takeover offer) not less than 90 per cent. of the shares (in value and by voting rights) to which such offer relates it may then compulsorily acquire the outstanding shares not assented to the offer. It would do so by sending a notice to holders of outstanding shares telling them that it will compulsorily acquire their shares and then, six weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for the holders of outstanding shares. The consideration offered to the holders whose shares are compulsorily acquired under the Act must, in general, be the same as the consideration that was available under the takeover offer.

In addition, pursuant to section 983 of the Act, if an offeror acquires or agrees to acquire not less than 90 per cent. of the shares (in value and by voting rights) to which the offer relates, any holder of shares to which the offer relates who has not accepted the offer may require the offeror to acquire his shares on the same terms as the takeover offer.

The offeror would be required to give any holder of outstanding shares notice of his right to be bought out within one month of that right arising. Such sell-out rights cannot be exercised after the end of the period of three months from the last date on which the offer can be accepted or, if later, three months from the date on which the notice is served on the holder of outstanding shares notifying them of their sell-out rights. If a holder of shares exercises their rights, the offeror is bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.

5 Working capital

The Company is of the opinion that the working capital available to the Company is sufficient for its present requirements, that is for at least the next 12 months from the date of this Securities Note.

6 Capitalisation and Indebtedness

The following table shows the Company's capitalisation and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as at 31 October 2015 (being the latest date in respect of which the Company has published financial information). There has been no material change to the capitalisation of the Company from 31 October 2015 to the date of this Securities Note.

	As at
	31 October
	2015
	£

Total current debt
Guaranteed	—
Secured	—
Unguaranteed/unsecured	—
Total non-current debt (excluding current portion of long-term debt)	—
Guaranteed	—
Secured	—
Unguaranteed/unsecured	—


	31 October
	2015
	£
Shareholder equity
Called-up share capital	109,990
Share premium account	109,990

Total capitalisation1	54,293,430

1 Total capitalisation excludes capital and revenue reserves and currency translation reserve.

The following table shows the Company's unaudited net indebtedness as at 31 October 2015:

		31 October 2015 £
A	Cash	8,013,076
B	Cash equivalent	—
C	Trading securities	49,868,347
D	Liquidity (A + B + C)	57,881,423
E	Current financial receivable	171,851
F	Current bank debt	—
G	Current portion of non-current debt	—
H	Other current financial debt	—
I	Current financial debt (F + G + H)	—
J	Net current surplus funds (I – E – D)	58,053,274
K	Non-current bank loans	—
L	Bonds issued	—
M	Other non-current loans	—
N	Non-current financial indebtedness (K + L + M)	—
O	Net surplus funds (J + N)	58,053,274

As at 31 October 2015, the Company had no indirect or contingent indebtedness.

7 General

7.1 Where information has been sourced from third parties, the Company confirms that this information has been accurately reproduced and that, so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The sources of information have been disclosed.
7.2 Peel Hunt is acting as sponsor and bookrunner to the Share Issuance Programme and has given and not withdrawn its written consent to the inclusion in this Securities Note of references to its name in the form and context in which they appear.
7.3 Miton Trust Managers Limited has given and not withdrawn its written consent to the inclusion in this Securities Note of references to its name in the form and context in which they appear.

Miton Trust Managers Limited accepts responsibility for and has authorised the inclusion (in the form and context in which it is included) of the information attributed to it in this Securities Note, including without limitation the information contained in Part 1 ''Investment Case'' of this Securities Note, and declares that, having taken all reasonable care to ensure that such is the case, the information attributed to it in this Securities Note is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

7.4 In accordance with the AIFM Rules, the AIFM will ensure that the following information in relation to the Company's portfolio is published in the Company's annual report and audited accounts:
(i) the current risk profile of the Company and the risk management systems employed by the AIFM to manage those risks:
(ii) any changes to the maximum level of leverage which the AIFM may employ on behalf of the Company as well as any right of the re-use of collateral or any guarantee granted under the leveraging arrangement. The Company will, in addition, notify Shareholders of any such changes, rights or guarantees without undue delay by issuing an announcement via a Regulatory Information Service and is required to seek prior Shareholder approval for any material change to the Company's investment policy; and
(iii) the total amount of leverage employed by the Company.

8 Intermediaries

The Intermediaries authorised at the date of this Securities Note to use the Prospectus are:

AJ Bell Securities Ltd Alliance Trust Savings Ltd Barclays Bank Plc Beaufort Securities Ltd Equiniti Financial Services Ltd Interactive Investor Trading Ltd Redmayne-Bentley LLP TD Direct Investing (Europe) Limited The Share Centre Ltd Walker Crips Stockbrokers Limited

PART 7

TERMS AND CONDITIONS OF APPLICATION UNDER THE PLACING AND UNDER ANY SUBSEQUENT PLACING

1 Introduction

Each placee which confirms its agreement to the Company and/or Peel Hunt to subscribe for C Shares under the Placing and/or to subscribe for Ordinary Shares and/or C Shares under a Subsequent Placing will be bound by these terms and conditions and will be deemed to have accepted them.

The Company and/or Peel Hunt may require any placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it/they (in its/their absolute discretion) sees fit.

The commitment to acquire Shares under the Placing and/or a Subsequent Placing will be agreed orally with Peel Hunt as agent for the Company and further evidenced in a contract note (a ''Contract Note'') or placing confirmation (a ''Placing Confirmation'').

2 Agreement to subscribe for Shares

Conditional on:

2.1 (in respect of the Placing) the Admission of C Shares occurring and becoming effective by 8.00 a.m. on or prior to 19 February 2016 (or such later time and/or date, not being later than 8.00 a.m. on 31 March 2016, as the Company and Peel Hunt may agree) and (in respect of a Subsequent Placing) any Admission of Shares occurring not later than 8.00 a.m. on such other dates as may be agreed between the Company and Peel Hunt prior to the closing of each Subsequent Placing, not being later than 3 February 2017;
2.2 the Share Issuance Agreement becoming otherwise unconditional in all respects and not having been terminated on or before the date of such Admission;
2.3 (in respect of any Subsequent Placing of Ordinary Shares) the relevant Share Issuance Programme Price being determined by the Directors;
2.4 (in respect of any Subsequent Placing) the Company having sufficient Shareholder authorities in place to issue such Shares; and
2.5 a valid Future Summary and/or Future Securities Note being published by the Company if such is required by the Prospectus Rules,

a placee agrees to become a member of the Company and agrees to subscribe for those Shares allocated to it by Peel Hunt at the Issue Price or the Share Issuance Programme Price, as appropriate. To the fullest extent permitted by law, each placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the placee may have.

3 Payment for Shares

3.1 Each placee must pay the Issue Price or relevant Share Issuance Programme Price for the Shares issued to the placee, as applicable, in the manner and by the time directed by Peel Hunt. If any placee fails to pay as so directed and/or by the time required, the relevant placee's application for Shares may, at the discretion of Peel Hunt, either be rejected or accepted and in the latter case paragraph 3.2 of these terms and conditions shall apply.
3.2 Each placee is deemed to agree that if it does not comply with its obligation to pay the Issue Price or relevant Share Issuance Programme Price for the Shares allocated to it in accordance with paragraph 3.1 of these terms and conditions and Peel Hunt elects to accept that placee's application, Peel Hunt may sell all or any of the Shares allocated to the placee on such placee's behalf and retain from the proceeds, for Peel Hunt's own account and profit, an amount equal to the aggregate amount owed by the placee plus any interest due. The placee will, however, remain liable for any shortfall

below the aggregate amount owed by such placee and it may be required to bear any tax or other charges (together with any interest or penalties) which may arise upon the sale of such Shares on such placee's behalf.

4 Representations and warranties

By agreeing to subscribe for Shares, each placee entering into a commitment to subscribe for Shares will (for itself and any person(s) procured by it to subscribe for Shares and any nominee(s) for any such person(s)) be deemed to represent and warrant to each of the Company, the Investment Manager and Peel Hunt that:

4.1 in agreeing to subscribe for Shares under the Placing and/or a Subsequent Placing, it is relying solely on the Prospectus and any supplementary prospectus issued by the Company and not on any other information given, or representation or statement made at any time, by any person concerning the Company, the Placing and/or a Subsequent Placing. It agrees that none of the Company, the Investment Manager, Peel Hunt or the Registrar, nor any of their respective officers, agents or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;
4.2 if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Shares under the Placing and/or a Subsequent Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Investment Manager, Peel Hunt or the Registrar or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing and/or a Subsequent Placing;
4.3 it has carefully read and understands the Prospectus in its entirety and acknowledges that it is acquiring Shares on the terms and subject to the conditions set out in this Part 7 and the Articles as in force at the date of Admission and agrees that in accepting a participation in the Placing it has had access to all information it believes necessary or appropriate in connection with its decision to subscribe for the Shares;
4.4 it has not relied on Peel Hunt or any person affiliated with Peel Hunt in connection with any investigation of the accuracy of any information contained in the Prospectus;
4.5 the content of the Prospectus is exclusively the responsibility of the Company and its Directors and neither Peel Hunt nor any person acting on its behalf nor any of its affiliates is responsible for or shall have any liability for any information, representation or statement contained in the Prospectus or any information published by or on behalf of the Company and will not be liable for any decision by a placee to participate in the Placing and/or a Subsequent Placing based on any information, representation or statement contained in the Prospectus or otherwise;
4.6 it acknowledges that no person is authorised in connection with the Placing and/or a Subsequent Placing to give any information or make any representation other than as contained in the Prospectus and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Investment Manager or Peel Hunt;
4.7 it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services);
4.8 it accepts that none of the Shares have been or will be registered under the laws of any Restricted Jurisdiction. Accordingly, the Shares may not be offered, sold, issued or delivered, directly or indirectly, within any Restricted Jurisdiction unless an exemption from any registration requirement is available;
4.9 if it is within the United Kingdom, it is a person who falls within Articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or it is a person to whom the Shares may otherwise lawfully be offered under such Order or is a person who is a ''professional client'' or an ''eligible counterparty'' within the meaning of the FCA's Conduct of Business Sourcebook or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the Shares may be lawfully offered under that other jurisdiction's laws and regulations;
4.10 if it is a resident in the EEA (other than the United Kingdom), (a) it is a qualified investor within the meaning of the law in the relevant Member State implementing Article 2(1)I(i), (ii) or (iii) of Directive 2003/71/EC and (b) if that relevant Member State has implemented the AIFMD, that it is a person to whom the Shares may lawfully be marked under the AIFMD or under the applicable implementing legation (if any) of that relevant Member State;
4.11 in the case of any Shares acquired by a placee as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive (i) the Shares acquired by it in the Placing and/or a Subsequent Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive 2010/73/EU, or in circumstances in which the prior consent of Peel Hunt has been given to the offer or resale; or (ii) where Shares have been acquired by it on behalf of persons in any relevant Member State other than qualified investors, the offer of those Shares to it is not treated under the Prospectus Directive as having been made to such persons;
4.12 if it is outside the United Kingdom, neither the Prospectus nor any other offering, marketing or other material in connection with the Placing and/or a Subsequent Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Shares pursuant to the Placing and/or a Subsequent Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
4.13 it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Shares and it is not acting on a non-discretionary basis for any such person;
4.14 if the placee is a natural person, such placee is not under the age of majority (18 years of age in the United Kingdom) on the date of such placee's agreement to subscribe for Shares under the Placing and/or a Subsequent Placing and will not be any such person on the date any such agreement to subscribe under the Placing or a Subsequent Placing is accepted;
4.15 it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted the Prospectus or any other offering materials concerning the Placing and/ or a Subsequent Placing or the Shares to any persons within the United States or to any US Persons, nor will it do any of the foregoing;
4.16 it represents, acknowledges and agrees to the representations, warranties and agreements as set out under the heading ''United States Purchase and Transfer Restrictions'' in paragraph 5, below;
4.17 it acknowledges that neither Peel Hunt nor any of its respective affiliates, nor any person acting on Peel Hunt's behalf is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and/or a Subsequent Placing or providing any advice in relation to the Placing and/or a Subsequent Placing and its participation in the Placing and/or a Subsequent Placing is on the basis that it is not and will not be a client of Peel Hunt and that neither Peel Hunt has any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing and/or a

Subsequent Placing nor in respect of any representations, warranties, undertaking or indemnities otherwise required to be given by it in connection with its application under the Placing and/or a Subsequent Placing;

4.18 it acknowledges that where it is subscribing for Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account; (i) to subscribe for the Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Securities Note; and (iii) to receive on behalf of each such account any documentation relating to the Placing and/or a Subsequent Placing in the form provided by the Company and/or Peel Hunt. It agrees that the provision of this paragraph shall survive any resale of the Shares by or on behalf of any such account;
4.19 it irrevocably appoints any director of the Company and any director of Peel Hunt to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Shares for which it has given a commitment under the Placing and/or a Subsequent Placing, in the event of its own failure to do so;
4.20 it accepts that if the Placing and/or a Subsequent Placing does not proceed or the conditions to the Share Issuance Agreement are not satisfied or the Shares for which valid applications are received and accepted are not admitted to the Official List and to trading on the London Stock Exchange for any reason whatsoever then none of Peel Hunt or the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;
4.21 in connection with its participation in the Placing and/or a Subsequent Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering (''Money Laundering Legislation'') and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) (the ''Money Laundering Directive''), together with any regulations and guidance notes issued pursuant thereto; or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;
4.22 it acknowledges that due to anti-money laundering requirements, Peel Hunt and the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, Peel Hunt and the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Peel Hunt and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been required has not been provided by it;
4.23 it acknowledges and agrees that, pursuant to The Data Protection Act 1998 (the ''DP Act'') the Company and/or the Registrar and/or the Administrator, may hold personal data (as defined in the DP Act) relating to past and present shareholders. Personal data may be retained on record for a period exceeding six years after it is no longer used. The Registrar and the Administrator will only process such information for the purposes set out below (collectively, the ''Purposes''), being to:
4.23.1 process its personal data (including sensitive personal data as defined in the DP Act) to the extent and in such manner as is necessary for the performance of their obligations under their respective service contracts,

including as required by or in connection with its holding of Shares, including processing personal data in connection with credit and money laundering checks on it;

4.23.2 communicate with it as necessary in connection with its affairs and generally in connection with its holding of Shares;
4.23.3 provide personal data to such third parties as the Registrar and/or the Administrator may consider necessary in connection with its affairs and generally in connection with its holding of Shares or as the DP Act may require, including to third parties outside the European Economic Area;
4.23.4 without limitation, provide such personal data to their affiliates, the Company or the Investment Manager and their respective associates for processing, notwithstanding that any such party may be outside the European Economic Area; and
4.23.5 process its personal data for the Registrar's and/or the Administrator's internal administration.
4.24 by becoming registered as a holder of Shares, it hereby acknowledges that it becomes a data subject (as defined in the DP Act) and is deemed to have consented to the processing by the Company, the Registrar or the Administrator of any personal data relating to it in the manner described above. In providing the Registrar and the Administrator with information, it hereby represents and warrants to the Registrar and the Administrator that it has obtained the consent of any data subject to the Registrar and the Administrator, and their respective affiliates and group companies, holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes set out above in paragraph 4.23);
4.25 Peel Hunt and the Company are entitled to exercise any of their rights under the Share Issuance Agreement or any other right in their absolute discretion without any liability whatsoever to it;
4.26 the representations, undertakings and warranties contained in the Prospectus are irrevocable. It acknowledges that Peel Hunt and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Shares are no longer accurate, it shall promptly notify Peel Hunt and the Company;
4.27 where it or any person acting on behalf of it is dealing with Peel Hunt, any money held in an account with Peel Hunt on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Peel Hunt to segregate such money, as that money will be held by Peel Hunt under a banking relationship and not as trustee;
4.28 any of its clients, whether or not identified to Peel Hunt, will remain its sole responsibility and will not become clients of Peel Hunt for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
4.29 it accepts that the allocation of Shares shall be determined by Peel Hunt in its absolute discretion but in consultation with the Company and that Peel Hunt may scale down any commitments for this purpose on such basis as it may determine;
4.30 time shall be of the essence as regards its obligations to settle payment for the Shares and to comply with its other obligations under the Placing and/or a Subsequent Placing;
4.31 its commitment to acquire Shares will be agreed orally with Peel Hunt as agent for the Company and that a Contract Note or Placing Confirmation will be issued by Peel Hunt as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a placee) in favour of the Company and Peel Hunt to subscribe for the number of Shares allocated to it at the Issue Price or the Share Issuance Programme

Price on the terms and conditions set out in this Part 7 and, as applicable, in the Contract Note or Placing Confirmation. Except with the consent of Peel Hunt, such oral commitment will not be capable of variation or revocation after the time at which it is made; and

4.32 its allocation of Shares under the Placing and any Subsequent Placing will be evidenced by the Contract Note or Placing Confirmation, as applicable, confirming: (i) the number of Shares that such placee has agreed to subscribe for; (ii) the aggregate amount that such placee will be required to pay for such Shares; and (iii) settlement instructions to pay Peel Hunt as agent for the Company. The terms of this Part 7 will be deemed to be incorporated into that Contract Note or Placing Confirmation.

5 United States purchase and transfer restrictions

By participating in the Placing and/or a Subsequent Placing, each placee acknowledges and agrees that it will (for itself and any person(s) procured by it to subscribe for Shares and any nominee(s) for any such person(s)) be further deemed to represent and warrant to each of the Company, the Investment Manager, the Registrar, and Peel Hunt that:

5.1 it is either (i) a non-US Person (as defined in Regulation S) and it acknowledges that the Shares are being offered or sold outside the United States in reliance on Regulation S; or (ii) it is a US Person who is an ''accredited investor'' as defined in Rule 501(a) of Regulation D under the US Securities Act (''Accredited Investor'') and a ''qualified purchaser'' as defined in the US Investment Company Act (''Qualified Purchaser'');
5.2 it acknowledges that the Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and the Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States;
5.3 it acknowledges that the Company has not registered under the US Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the US Investment Company Act;
5.4 unless the Company expressly consents otherwise in writing, no portion of the assets used to purchase, and no portion of the assets used to hold, the Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an ''employee benefit plan'' as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (ii) a ''plan'' as defined in Section 4975 of the Tax Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the Tax Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Tax Code. In addition, if a placee is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Tax Code, its purchase, holding, and disposition of the Shares must not constitute or result in a non-exempt violation of any such substantially similar law;
5.5 if any Shares offered and sold pursuant to Regulation S are issued in certificated form, then such certificates evidencing ownership will contain a legend substantially to the following effect, unless otherwise determined by the Company in accordance with applicable law:

REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.'';

5.6 if in the future the placee decides to offer, sell, transfer, assign or otherwise dispose of its Shares, it will do so only in compliance with an exemption from the registration requirements of the US Securities Act and under circumstances which will not require the Company to register under the US Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Articles;
5.7 it is purchasing the Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Shares in any manner that would violate the US Securities Act, the US Investment Company Act or any other applicable securities laws;
5.8 it acknowledges that the Company reserves the right to make inquiries of any holder of the Shares or interests therein at any time as to such person's status under US federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under US securities laws to transfer such Shares or interests in accordance with the Articles;
5.9 it acknowledges and understands that the Company is required to comply with FATCA and agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA;
5.10 it is entitled to acquire the Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Investment Manager, Peel Hunt or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Placing and/or a Subsequent Placing or its acceptance of participation in the Placing and/or a Subsequent Placing;
5.11 it has received, carefully read and understands the Prospectus, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted the Prospectus or any other presentation or offering materials concerning the Shares to within the United States or to any US Persons, nor will it do any of the foregoing;
5.12 if it is acquiring any Shares as a fiduciary or agent for one or more accounts, the placee has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account;
5.13 the Company, the Investment Manager, Peel Hunt and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements; and
5.14 if any of the representations, warranties, acknowledgments or agreements made by the placee are no longer accurate or have not been complied with, the placee will immediately notify the Company.

6 Supply and disclosure of information

If Peel Hunt, the Registrar or the Company or any of their agents request any information about a placee's agreement to subscribe for Shares under the Placing and/or a Subsequent Placing, such placee must promptly disclose it to them.

7 Miscellaneous

The rights and remedies of the Company, the Investment Manager, Peel Hunt and the Registrar under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

On application, if a placee is a discretionary fund manager, that placee may be asked to disclose in writing or orally to Peel Hunt the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing and/or a Subsequent Placing will be sent at the placee's risk. They may be returned by post to such placee at the address notified by such placee.

Each placee agrees to be bound by the Articles once the Shares, which the placee has agreed to subscribe for pursuant to the Placing and/or a Subsequent Placing, have been acquired by the placee. The contract to subscribe for Shares under the Placing and/or a Subsequent Placing and the appointments and authorities mentioned in the Prospectus and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Company, the Investment Manager, Peel Hunt and the Registrar, each placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against the placee in any other jurisdiction.

In the case of a joint agreement to subscribe for Shares under the Placing and/or a Subsequent Placing, references to a ''placee'' in these terms and conditions are to each of the placees who are a party to that joint agreement and their liability is joint and several.

Peel Hunt and the Company expressly reserve the right to modify the Placing and/or a Subsequent Placing (including, without limitation, the timetable and settlement) at any time before allocations are determined.

The Placing and/or a Subsequent Placing is subject to the satisfaction of the conditions contained in the Share Issuance Agreement and the Share Issuance Agreement not having been terminated.

PART 8

TERMS AND CONDITIONS OF APPLICATION UNDER THE OFFER FOR SUBSCRIPTION

1 Introduction

1.1 C Shares are available under the Offer for Subscription at a price of 50 pence per C Share. The C Shares will, when issued and fully paid, include the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.
1.2 Applications to acquire C Shares must be made on the Offer for Subscription Application Form attached as Appendix 1 to this Securities Note or otherwise published by the Company.
1.3 The Share Issuance Programme referred to in this Securities Note may be implemented by subsequent offers for subscription, the terms of which will be published at the time of such further offer for subscription pursuant to the Share Issuance Programme.
1.4 If you are a new investor in Miton UK MicroCap Trust plc, in addition to completing and returning the Application Form to Capita Asset Services, you will also need to complete and return a Tax Residency Self Certification Form. The ''individual tax residency self-certification – sole holding'' form can be found at the end of this Securities Note, further copies of this form and the relevant form for joint holdings or Corporate Entity holdings can be requested from Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside of the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

It is a condition of application that (where applicable) a completed version of that form is provided with the Application Form before any application can be accepted.

2 Offer to acquire shares

2.1 By completing and delivering an Offer for Subscription Application Form, you, as the applicant, and, if you sign the Offer for Subscription Application Form on behalf of another person or a corporation, that person or corporation:
2.1.1 offer to subscribe for such number of C Shares specified in Box 1 on your Application Form, or any smaller number for which such application is accepted, at the Issue Price on the terms, and subject to the conditions, set out in this Securities Note, including these Terms and Conditions of Application and the Articles;
2.1.2 agree that, in consideration for the Company agreeing that it will not offer any C Shares to any person other than by means of the procedures referred to in this Securities Note, your application may not be revoked, subject to your statutory right of withdrawal in the event of publication of a supplementary prospectus by the Company, and that this paragraph shall constitute a collateral contract between you and the Company which will become binding upon despatch by post to or, in the case of delivery by hand, on receipt by the Receiving Agent of your Application Form;
2.1.3 undertake to pay the subscription amount specified in Box 1 on your Application Form in full on application and warrant that the remittance accompanying your Application Form will be honoured on first presentation and agree that if such remittance is not so honoured you will not be entitled to receive a share certificate for the C Shares applied for in certificated form or be entitled to commence dealing in C Shares applied for in uncertificated form or to enjoy or receive any rights in respect of such C Shares unless and until you make payment in cleared funds for such C Shares and such payment is accepted by the Receiving Agent (which acceptance shall be in its absolute discretion and on the basis that you indemnify the Receiving Agent, the Company and Peel Hunt against all costs, damages, losses, expenses and liabilities arising out of, or in connection with, the failure of your remittance to be honoured on first presentation) and the Company may (without prejudice to any other rights it may have) avoid the agreement to allot the C Shares and may allot them to some other person, in which

case you will not be entitled to any refund or payment in respect thereof (other than the refund by a cheque drawn on a branch of a UK clearing bank to the bank account name from which they were first received at your risk of any proceeds of the remittance which accompanied your Application Form, without interest);

2.1.4 agree that, where on your Application Form a request is made for C Shares to be deposited into a CREST account (i) the Receiving Agent may in its absolute discretion amend the form so that such C Shares may be issued in certificated form registered in the name(s) of the holder(s) specified in your Application Form (and recognise that the Receiving Agent will so amend the form if there is any delay in satisfying the identity of the applicant or the owner of the CREST account or in receiving your remittance in cleared funds) and (ii) the Receiving Agent, the Company or Peel Hunt may authorise your financial adviser or whoever he or she may direct to send a document of title for or credit your CREST account in respect of, the number of C Shares for which your application is accepted, and/or a crossed cheque for any monies returnable, by post at your risk to your address set out on your Application Form;
2.1.5 agree, in respect of applications for C Shares in certificated form (or where the Receiving Agent exercises its discretion pursuant to paragraph 2.1.4 of this paragraph 2.1 to issue C Shares in certificated form), that any share certificate to which you or, in the case of joint applicants, any of the persons specified by you in your Application Form may become entitled (and any monies returnable to you) may be retained by the Receiving Agent:
(a) pending clearance of your remittance;
(b) pending investigation of any suspected breach of the warranties contained in paragraphs 6.1, 6.2, 6.3, 6.8, 6.13, 6.15 or 6.16 below or any other suspected breach of these Terms and Conditions of application under the Offer for Subscription; or
(c) pending any verification of identity which is, or which the Receiving Agent considers may be, required for the purpose of the Money Laundering Regulations and any other regulations applicable thereto, and any interest accruing on such retained monies shall accrue to and for the benefit of the Company;
2.1.6 agree, on the request of the Receiving Agent, to disclose promptly in writing to it such information as the Receiving Agent may request in connection with your application and authorise the Receiving Agent to disclose any information relating to your application which it may consider appropriate;
2.1.7 agree that if evidence of identity satisfactory to the Receiving Agent is not provided to the Receiving Agent within a reasonable time (in the opinion of the Receiving Agent) following a request therefor, the Receiving Agent or the Company may terminate the agreement with you to allot C Shares and, in such case, the C Shares which would otherwise have been allotted to you may be re-allotted or sold to some other party and the lesser of your application monies or such proceeds of sale (as the case may be, with the proceeds of any gain derived from a sale accruing to the Company) will be returned by a cheque drawn on a branch of a UK clearing bank to the bank account name on which the payment accompanying the application was first drawn without interest and at your risk;
2.1.8 agree that you are not applying on behalf of a person engaged in money laundering;
2.1.9 undertake to ensure that, in the case of an Offer for Subscription Application Form signed by someone else on your behalf, the original of the relevant power of attorney (or a complete copy certified by a solicitor or notary) is enclosed with your Application Form together with full identity documents for the person so signing;
2.1.10 undertake to pay interest at the rate described in paragraph 3.3 below if the remittance accompanying your Application Form is not honoured on first presentation;
2.1.11 authorise the Receiving Agent to procure that there be sent to you definitive certificates in respect of the number of C Shares for which your application is accepted or if you have completed section 5 on your Application Form, but subject to paragraph 2.1.4 above, to deliver the number of C Shares for which your application is

accepted into CREST, and/or to return any monies returnable by a cheque drawn on a branch of a UK clearing bank to the bank account name from which such monies were first received without interest and at your risk;

2.1.12 confirm that you have read and complied with paragraph 8 below;
2.1.13 agree that all subscription cheques and payments will be processed through a bank account (the ''Acceptance Account'') in the name of ''Capita Registrars Limited Re: Miton UK MicroCap Trust plc – Offer for Subscription A/C'' opened by the Receiving Agent;
2.1.14 agree that your Application Form is addressed to the Company and the Receiving Agent; and
2.1.15 agree that any application may be rejected in whole or in part at the sole discretion of the Company.

3 Acceptance of your offer

3.1 The Receiving Agent may, on behalf of the Company, accept your offer to subscribe (if your application is received (and for new investors, accompanied by the validly completed Tax Residency Self-Certification Form), valid (or treated as valid), processed and not rejected) by notifying the UK Listing Authority through a Regulatory Information Service of the basis of allocation (in which case the acceptance will be on that basis).
3.2 The basis of allocation will be determined solely by the Company (following consultation with Peel Hunt and the Investment Manager). The right is reserved, notwithstanding the basis as so determined, to reject in whole or in part and/or scale back any application. The right is reserved to treat as valid any application not complying fully with these terms and conditions of application or not in all respects completed or delivered in accordance with the instructions accompanying the Offer for Subscription Application Form. In particular, but without limitation, the Company may accept an application made otherwise than by completion of an Offer for Subscription Application Form where you have agreed with the Company in some other manner to apply in accordance with these terms and conditions of application.
3.3 The Receiving Agent will present all cheques and bankers' drafts for payment on receipt and will retain documents of title and surplus monies pending clearance of successful applicants' payment. The Receiving Agent may, as agent of the Company, require you to pay interest or its other resulting costs (or both) if the payment accompanying your application is not honoured on first presentation. If you are required to pay interest you will be obliged to pay the amount determined by the Receiving Agent to be the interest on the amount of the payment from the date on which all payments in cleared funds are due to be received until the date of receipt of cleared funds. The rate of interest will be two percentage points above the then published bank base rate of a clearing bank selected by Capita Asset Services.
3.4 All payments must be in pounds sterling and cheques or banker's drafts should be payable to ''Capita Registrars Limited Re: Miton UK MicroCap Trust plc – Offer for Subscription A/ C''. Cheques or banker's drafts must be drawn on an account where the applicant has sole or joint-title to the funds and on an account at a branch of a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which is a member of either of the Committees of Scottish or Belfast clearing houses or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right hand corner. Third party cheques may not be accepted, with the exception of building society cheques or banker's drafts where the building society or bank has inserted the full name of the building society or bank account holder and have added the building society or bank branch stamp. The name of the building society or bank account holder must be the same as the name of the current shareholder or prospective investor. Please do not send cash. Cheques or banker's drafts will be presented for payment upon receipt. The Company reserves the right to instruct the Receiving Agent to seek special clearance of cheques and banker's drafts to allow the Company to obtain value for remittances at the earliest opportunity. It is a term of the Offer for Subscription that cheques shall be honoured on first presentation, and the Company may elect in its absolute discretion to treat as invalid acceptances in respect of which cheques are not so honoured.
3.5 Should you wish to apply for C Shares by delivery versus payment method (''DVP''), you will need to input the DVP instructions into the CREST system in accordance with your Application. The input returned by Capita Asset Services of a matching or acceptance instruction to our CREST input will then allow the delivery of your C Shares to your CREST account against payment of the Issue Price per C Share through the CREST system upon the relevant settlement date.
3.6 By returning your Application Form you agree that you will do all things necessary to ensure that you or your settlement agent/custodian's CREST account allows for the delivery and acceptance of C Shares to be made prior to 1.00 p.m. on 16 February 2016 against payment of the Issue Price per C Share. Failure by you to do so will result in you being charged interest at the rate of two percentage points above the then published bank base rate of a clearing bank selected by Capita Asset Services.

4 Conditions

4.1 The contracts created by the acceptance of applications (in whole or in part) under the Offer for Subscription will be conditional upon:
4.1.1 Admission of the C Shares to be issued pursuant to the Issue on or before 8.00 a.m. on 19 February 2016 (or such time and/or date as the Company and Peel Hunt may agree, being not later than 31 March 2016); and
4.1.2 the Share Issuance Agreement becoming unconditional in all respects (save as to Admission referred to in paragraph (a)) and not having been terminated in accordance with its terms before such Admission.
4.2 You will not be entitled to exercise any remedy of rescission for innocent misrepresentation (including pre-contractual representations) at any time after acceptance. This does not affect any other right you may have.

5 Return of Application Monies

Where application monies have been banked and/or received, if any application is not accepted in whole, or is accepted in part only, or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance of the amount paid on application will be returned without interest by returning your cheque, or by crossed cheque in your favour, by post at the risk of the person(s) entitled thereto, without interest within 14 days. In the meantime, application monies will be retained by the Receiving Agent in a separate non-interest bearing account.

6 Warranties

By completing an Offer for Subscription Application Form, you:

6.1 undertake and warrant that, if you sign the Offer for Subscription Application Form on behalf of somebody else or on behalf of a corporation, you have due authority to do so on behalf of that other person and that such other person will be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained in these Terms and Conditions of application under the Offer for Subscription and undertake to enclose your power of attorney or other authority or a complete copy thereof duly certified by a solicitor or notary;
6.2 warrant, if the laws of any territory or jurisdiction outside the UK are applicable to your application, that you have complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your application in any territory and that you have not taken any action or omitted to take any action which will result in the Company or the Receiving Agent or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside of the UK in connection with the Offer for Subscription in respect of your application;
6.3 confirm that (save for advice received from your financial adviser (if any)) in making an application you are not relying on any information or representations in relation to the Company other than those contained in this Securities Note (on the basis of which alone your

application is made) and accordingly you agree that no person responsible solely or jointly for this Securities Note or any part thereof shall have any liability for any such other information or representation;

6.4 agree that, having had the opportunity to read this Securities Note, you shall be deemed to have had notice of all information and representations contained therein;
6.5 acknowledge that no person is authorised in connection with the Offer for Subscription to give any information or make any representation other than as contained in this Securities Note and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, Peel Hunt or the Receiving Agent;
6.6 warrant that you are not under the age of 18 on the date of your application;
6.7 agree that all documents and monies sent by post to, by or on behalf of the Company or the Receiving Agent, will be sent at your risk and, in the case of documents and returned application cheques and payments to be sent to you, may be sent to you at your address (or, in the case of joint holders, the address of the first-named holder) as set out in your Application Form;
6.8 confirm that you have reviewed the restrictions contained in paragraph 8 below and warrant, to the extent relevant, that you (and any person on whose behalf you apply) comply or complied with the provisions therein;
6.9 agree that, in respect of those C Shares for which your Application Form has been received and processed and not rejected, acceptance of your Application Form shall be constituted by the Company instructing the Registrar to enter your name on the Register;
6.10 agree that all applications, acceptances of applications and contracts resulting therefrom under the Offer for Subscription shall be governed by and construed in accordance with the laws of England and Wales and that you submit to the jurisdiction of the English Courts and agree that nothing shall limit the right of the Company to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts in any other manner permitted by law or in any court of competent jurisdiction;
6.11 irrevocably authorise the Company, Peel Hunt or the Receiving Agent or any other person authorised by any of them, as your agent, to do all things necessary to effect registration of any C Shares subscribed by or issued to you into your name and authorise any representatives of the Company and/or Peel Hunt and/or the Receiving Agent to execute any documents required therefor and to enter your name on the Register;
6.12 agree to provide the Company with any information which it, Peel Hunt or the Receiving Agent may request in connection with your application or to comply with any other relevant legislation (as the same may be amended from time to time) including without limitation satisfactory evidence of identity to ensure compliance with the Money Laundering Regulations;
6.13 warrant that, in connection with your application, you have observed the laws of all requisite territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your application in any territory and that you have not taken any action which will or may result in the Company, Peel Hunt or the Receiving Agent acting in breach of the regulatory or legal requirements of any territory in connection with the Offer for Subscription or your application;
6.14 agree that Peel Hunt and the Receiving Agent are acting for the Company in connection with the Offer for Subscription and for no-one else and that they will not treat you as their customer by virtue of such application being accepted or owe you any duties or responsibilities concerning the price of the C Shares or concerning the suitability of the C Shares for you or be responsible to you for the protections afforded to their customers;
6.15 warrant that the information contained in the Offer for Subscription Application Form is true and accurate; and
6.16 agree that if you request that C Shares are issued to you on a date other than Admission and such C Shares are not issued on such date that the Company and its agents and Directors will have no liability to you arising from the issue of such C Shares on a different date.

7 Money Laundering

7.1 You agree that, in order to ensure compliance with the Money Laundering Regulations, the Receiving Agent may at its absolute discretion require verification of identity of you as the applicant lodging an Offer for Subscription Application Form and further may request from you and you will assist in providing identification of:
7.1.1 the owner(s) and/or controller(s) (the ''payor'') of any bank account not in the name of the holder(s) on which is drawn a payment by way of banker's draft or cheque; or
7.1.2 where it appears to the Receiving Agent that a holder or the payor is acting on behalf of some other person or persons, such person or persons.
7.2 Failure to provide the necessary evidence of identity may result in your application being rejected or delays in the despatch of documents.
7.3 Without prejudice to the generality of this paragraph 7, verification of the identity of holders and payors will be required if the value of the C Shares applied for, whether in one or more applications considered to be connected, exceeds e15,000 (approximately £11,350). If, in such circumstances, you use a building society cheque or banker's draft you should ensure that the bank or building society issuing the payment enters the name, address and account number of the person whose account is being debited on the reverse of the cheque or banker's draft and adds its stamp. If, in such circumstances, the person whose account is being debited is not a holder you will be required to provide for both the holder and payor an original or copy of that person's passport or driving licence certified by a solicitor and an original or certified copy of two of the following documents, no more than 3 months old, a gas, electricity, water or telephone (not mobile) bill, a recent bank statement or a council tax bill, in their name and showing their current address (which originals will be returned by post at the addressee's risk) together with a signed declaration as to the relationship between the payor and you, the applicant.
7.4 For the purpose of the UK's Money Laundering Regulations, a person making an application for C Shares will not be considered as forming a business relationship with either the Company or with the Receiving Agent but will be considered as effecting a one-off transaction with either the Company or with the Receiving Agent.
7.5 The person(s) submitting an application for C Shares will ordinarily be considered to be acting as principal in the transaction unless the Receiving Agent determines otherwise, whereupon you may be required to provide the necessary evidence of identity of the underlying beneficial owner(s).
7.6 If the amount being subscribed exceeds e15,000 (approximately £11,350) you should endeavour to have the declaration contained in section 6 of the Offer for Subscription Application Form signed by an appropriate firm as described in that section.

8 Non United Kingdom investors

8.1 If you receive a copy of this Securities Note or an Offer for Subscription Application Form in any territory other than the UK you may not treat it as constituting an invitation or offer to you, nor should you, in any event, use an Offer for Subscription Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to you or an Offer for Subscription Application Form could lawfully be used without contravention of any registration or other legal requirements. It is your responsibility, if you are outside the UK and wish to make an application for C Shares under the Offer for Subscription, to satisfy yourself as to full observance of the laws of any relevant territory or jurisdiction in connection with your application, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.
8.2 None of the C Shares have been or will be registered under the laws of any Restricted Jurisdiction or under the US Securities Act or with any securities regulatory authority of any state or other political subdivision of any Restricted Jurisdiction. Accordingly, unless an exemption under such act or laws is applicable, the C Shares may not be offered, sold or delivered, directly or indirectly, within any Restricted Jurisdiction. If you subscribe for C Shares you will, unless the Company and the Registrar agree otherwise in writing, be deemed to represent and warrant to the Company that you are not a US Person or a resident of any

Restricted Jurisdiction or a corporation, partnership or other entity organised under the laws of any Restricted Jurisdiction and that you are not subscribing for such C Shares for the account of any US Person or resident of any Restricted Jurisdiction and will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the C Shares in or into any Restricted Jurisdiction or to any US Person or any resident in a Restricted Jurisdiction. No application will be accepted if it shows the applicant or a payor having an address in a Restricted Jurisdiction.

9 The Data Protection Act

9.1 Each applicant acknowledges and agrees that, pursuant to The Data Protection Act 1998 (the ''DP Act'') the Company and/or the Registrar and/or the Administrator, may hold personal data (as defined in the DP Act) relating to past and present shareholders. Personal data may be retained on record for a period exceeding six years after it is no longer used. The Registrar and the Administrator will only process such information for the purposes set out below (collectively, the ''Purposes''), being to:
9.1.1 process its personal data (including sensitive personal data as defined in the DP Act) to the extent and in such manner as is necessary for the performance of their obligations under their respective service contracts, including as required by or in connection with its holding of Shares, including processing personal data in connection with credit and money laundering checks on it;
9.1.2 communicate with it as necessary in connection with its affairs and generally in connection with its holding of Shares;
9.1.3 provide personal data to such third parties as the Registrar and/or the Administrator may consider necessary in connection with its affairs and generally in connection with its holding of Shares or as the DP Act may require, including to third parties outside the European Economic Area;
9.1.4 without limitation, provide such personal data to their affiliates, the Company or the Investment Manager and their respective associates for processing, notwithstanding that any such party may be outside the European Economic Area; and
9.1.5 process its personal data for the Registrar's and/or the Administrator's internal administration.
9.2 By becoming registered as a holder of Shares a person becomes a data subject (as defined in the DP Act) and is deemed to have consented to the processing by the Company, the Registrar or the Administrator of any personal data relating to them in the manner described above. In providing the Registrar and the Administrator with information, it hereby represents and warrants to the Registrar and the Administrator that it has obtained the consent of any data subject to the Registrar and the Administrator, and their respective affiliates and group companies, holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes set out above in this paragraph 9).

10 United States purchase and transfer restrictions

10.1 By participating in the Offer for Subscription, each applicant acknowledges and agrees that it will be further deemed to represent and warrant to each of the Company, the Investment Manager and the Registrar that:
10.1.1 it is not a US Person and it is acquiring the C Shares in an offshore transaction meeting the requirements of Regulation S and it is not acquiring the C Shares for the account or benefit of a US Person;
10.1.2 it acknowledges that the C Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons absent registration or an exemption from registration under the Securities Act;
10.1.3 it acknowledges that the Company has not registered under the Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the Investment Company Act;
10.1.4 unless the Company expressly consents otherwise in writing, no portion of the assets used to purchase, and no portion of the assets used to hold, the C Shares or any beneficial interest therein constitutes or will constitute the assets of: (a) an ''employee benefit plan'' as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (b) a ''plan'' as defined in Section 4975 of the Tax Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the Tax Code; or (c) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Tax Code. In addition, if an applicant is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Tax Code, its purchase, holding, and disposition of the C Shares must not constitute or result in a non-exempt violation of any such substantially similar law;
10.1.5 if any C Shares offered and sold pursuant to Regulation S are issued in certificated form, then such certificates evidencing ownership will contain a legend substantially to the following effect, unless otherwise determined by the Company in accordance with applicable law:

''MITON UK MICROCAP TRUST PLC (THE ''COMPANY'') HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED. IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.'';

10.1.6 if in the future the applicant decides to offer, sell, transfer, assign or otherwise dispose of its C Shares, it will do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances which will not require the Company to register under the US Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Articles;
10.1.7 it is purchasing the C Shares for its own account for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the C Shares in any manner that would violate the Securities Act, the Investment Company Act or any other applicable securities laws;
10.1.8 it acknowledges that the Company reserves the right to make inquiries of any holder of the C Shares or interests therein at any time as to such person's status under US federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under US securities laws to transfer such C Shares or interests in accordance with the Articles;
10.1.9 it acknowledges and understands that the Company is required to comply with FATCA and agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA;
10.1.10 it is entitled to acquire the C Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the C Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Investment Manager, or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Offer for Subscription or its acceptance of participation in the Offer for Subscription; and
10.1.11 it has received, carefully read and understands this document, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this document or any other presentation or offering materials concerning the C Shares to within the United States or to any US Persons, nor will it do any of the foregoing.
10.1.12 The Company, the Investment Manager, the Registrar and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.
10.1.13 If any of the representations, warranties, acknowledgments or agreements made by the applicant are no longer accurate or have not been complied with, the applicant will immediately notify the Company.

11 Miscellaneous

11.1 To the extent permitted by law, all representations, warranties and conditions, express or implied and whether statutory or otherwise (including, without limitation, pre-contractual representations but excluding any fraudulent representations), are expressly excluded in relation to the C Shares and the Offer for Subscription.
11.2 The rights and remedies of the Company, Peel Hunt and the Receiving Agent under these Terms and Conditions of Application are in addition to any rights and remedies which would otherwise be available to any of them and the exercise or partial exercise of one will not prevent the exercise of others.
11.3 The Company reserves the right to extend the closing time and/or date of the Offer for Subscription from 1.00 p.m. on 16 February 2016. In that event, the new closing time and/or date will be notified through a Regulatory Information Service.
11.4 The Company may terminate the Offer for Subscription in its absolute discretion at any time prior to Admission. If such right is exercised, the Offer for Subscription will lapse and any monies will be returned as indicated without interest.
11.5 You agree that Peel Hunt and the Receiving Agent are acting for the Company in connection with the Issue and no-one else and that none of Peel Hunt and the Receiving Agent will treat you as its customer by virtue of such application being accepted or owe you any duties concerning the price of the C Shares or concerning the suitability of the C Shares for you or otherwise in relation to the Issue or for providing the protections afforded to their customers.
11.6 Save where the context requires otherwise, terms used in these Terms and Conditions of application under the Offer for Subscription bear the same meaning as where used elsewhere in this Securities Note.
11.7 If you have any questions please contact Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

PART 9 DEFINITIONS

Act	the Companies Act 2006, as amended from time to time
Administrator	Capita Sinclair Henderson Limited
Admission	the admission of the Shares to be issued pursuant to the Share Issuance Programme: (i) to the premium segment of the Official List; and (ii) to trading on the London Stock Exchange's main market for listed securities, becoming effective in accordance with the Listing Rules and the admission and disclosure standards of the London Stock Exchange, including, where the context requires, admission of the C Shares to be issued pursuant to the Issue
AGM	annual general meeting
AIC Code	the Association of Investment Companies' Code of Corporate Governance, as amended from time to time
AIC Guide	the Association of Investment Companies' Corporate Governance Guide for Investment Companies, as amended from time to time
AIF	alternative investment fund
AIFM	alternative investment fund manager, being, at the date of this Securities Note, the Investment Manager
AIFM Directive	Directive 2011/61/EU on Alternative Investment Fund Managers
AIFM Rules	the AIFM Directive and all applicable rules and regulations implementing the AIFM Directive in the UK
AIM	the market of that name operated by the London Stock Exchange
Articles	the articles of association of the Company as at the date of this Securities Note or, in the context of the Share Issuance Programme, as at the date of the relevant issue under the Share Issuance Programme
Auditors	Ernst & Young LLP or such other auditor as the Company may appoint from time to time
Audit Committee	the audit committee of the Board
Benefit Plan Investor	a ''benefit plan investor'' as defined in Section 3(42) of ERISA and any regulations promulgated by the US Department of Labor thereunder, being ''employee benefit plans'' as defined in Section 3(3) of ERISA that are subject to Title I of ERISA, ''plans'' that are subject to the prohibited transaction provisions of Section 4975 of the US Internal Revenue Code, and entities the assets of which are treated as ''plan assets'' under Section 3(42) of ERISA and any regulations promulgated thereunder
Business Day	a day (excluding Saturdays and Sundays or public holidays in England and Wales) on which banks generally are open for business in London for the transaction of normal business
C Shareholder	a holder of C Shares
C Shares	C shares of £0.01 each in the capital of the Company having the rights and restrictions set out in paragraph 3.19 of Part 6 of this Securities Note
Calculation Date	the time and date referred to in paragraph 3.19(I) of Part 6 of this Securities Note
Capita Asset Services	a trading name of Capita Registrars Limited
certificated form	not in uncertificated form

Company	Miton UK MicroCap Trust plc
Company Secretary	Capita Company Secretarial Services Limited
Continuing Pool	the cash, assets and liabilities of the Company other than those constituting the Redemption Pool, as more particularly described in Part 4 of this Securities Note
Conversion	the conversion of C Shares into new Ordinary Shares, as described in paragraph 3.19(I) of Part 6 of this Securities Note
Conversion Date	the time and date referred to in paragraph 3.19(I) of Part 6 of this Securities Note
Conversion Ratio	the ratio at which the C Shares convert into Ordinary Shares
CREST	the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended
Dealing Value of the Company	the value of the Company calculated in accordance with paragraph 7 of Part 4 of this Securities Note
Dealing Value per Ordinary Share	the value by reference to which Ordinary Shares may be redeemed on a Redemption Point calculated in accordance with paragraph 7 of Part 4 of this Securities Note
Deferred Shares	deferred shares of £0.001 each in the capital of the Company arising on Conversion
Depositary	BNY Mellon Trust & Depositary (UK) Limited
Directors or Board	the board of directors of the Company
Disclosure and Transparency Rules	the disclosure and transparency rules made by the FCA under Part VI of FSMA
EEA	European Economic Area
ERISA	the United States Employee Retirement Income Security Act of 1974, as amended
Euroclear	Euroclear UK & Ireland Limited
Exchange Act	the United States Securities Exchange Act of 1934, as amended
FATCA	the Foreign Account Tax Compliance Act
FCA	the UK Financial Conduct Authority
FSMA	the UK Financial Services and Markets Act 2000, as amended
Future Securities Note	a securities note to be issued in the future by the Company in respect of each issue, if any, of Shares (other than pursuant to the Issue or a Subsequent Placing) made pursuant to the Registration Document accompanying this Securities Note and subject to separate approval by the FCA
Future Summary	a summary to be issued in future by the Company in respect of each issue, if any, of Shares (other than pursuant to the Issue or a Subsequent Placing) made pursuant to the Registration Document accompanying this Securities Note and subject to separate approval by the FCA
GDP	gross domestic product
Gross Assets	the gross assets of the Company as determined in accordance with the accounting principles adopted by the Company from time to time
HMRC	HM Revenue & Customs
IFRS	International Financial Reporting Standards

Intermediaries	the entities listed in paragraph 8 of Part 6 of this Securities Note, together with any other intermediary (if any) that is appointed by the Company in connection with the Intermediaries Offer after the date of this Securities Note and ''Intermediary'' shall mean any one of them
Intermediaries Booklet	the booklet entitled ''Miton UK MicroCap Trust plc: Intermediaries Offer – Information for Intermediaries'' and containing, among other things, the Intermediaries Terms and Conditions
Intermediaries Offer	the offer of Shares by the Intermediaries to retail investors
Intermediaries Offer Adviser	Peel Hunt LLP
Intermediaries Terms and Conditions	the terms and conditions agreed between the Intermediaries Offer Adviser, the Company, the Investment Manager and the Intermediaries in relation to the Intermediaries Offer and contained in the Intermediaries Booklet
Investment Manager or AIFM	Miton Trust Managers Limited
IPO	initial public offering
ISA	an Individual Savings Account maintained in accordance with the Individual Savings Account Regulations 1998
Issue	the Placing, the Offer for Subscription and the Intermediaries Offer
Issue Price	50 pence per C Share
Latest Practicable Date	close of business on 2 February 2016, being the latest practicable date prior to the date of this Securities Note for ascertaining certain information contained herein
Listing Rules	the listing rules made by the UK Listing Authority under section 73A of FSMA
London Stock Exchange	London Stock Exchange plc
Management Shares	non-redeemable preference shares of 100 pence each in the capital of the Company held, at the date of this Securities Note, by the Investment Manager
Market Capitalisation	the average of the mid-market prices for an Ordinary Share and a C Share, respectively, as derived from the Daily Official List of the London Stock Exchange on each Business Day in the relevant calendar month multiplied by the number of Ordinary Shares and C Shares, respectively, in issue on the last Business Day of the relevant calendar month excluding any Ordinary Shares or C Shares held by the Company in treasury
Member State	any member state of the EEA
MicroCap Companies	companies typically with a market capitalisation of less than £150 million
Money Laundering Directive	the Money Laundering Directive (2005/60/EC) of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing
Money Laundering Regulations	the Money Laundering Regulations 2007
NAV or Net Asset Value	the value of the assets of the Company less its liabilities, determined in accordance with the accounting principles adopted by the Company from time to time
NAV per C Share or Net Asset Value per C Share	the Net Asset Value attributable to the C Shares divided by the number of C Shares in issue

NAV per Ordinary Share or Net Asset Value per Ordinary Share	the Net Asset Value attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (excluding any Ordinary Shares held in treasury)
Offer for Subscription	the offer for subscription for C Shares at the Issue Price
Offer for Subscription Application Form	the application form on which an applicant may apply for C Shares under the Offer for Subscription attached as an Appendix to this Securities Note
Official List	the official list maintained by the UK Listing Authority
Ordinary Shareholder	a holder of Ordinary Shares
Ordinary Shares	redeemable ordinary shares of £0.001 each in the capital of the Company
Peel Hunt	Peel Hunt LLP, the Company's sponsor, broker, placing agent and intermediaries offer adviser
Placing	the conditional placing of C Shares by Peel Hunt at the Issue Price under the Issue pursuant to the Share Issuance Agreement
Prospectus Directive	Directive 2003/71/EC of the European Parliament and of the Council of the European Union and any relevant implementing measure in each Relevant Member States
Prospectus Rules	the rules and regulations made by the FCA under Part VI of FSMA
Receiving Agent	Capita Registrars Limited, trading as Capita Asset Services
Redemption Point	5.00 p.m. on the last Business Day in April each year on which date holders of Ordinary Shares which have submitted valid Redemption Requests to have their Ordinary Shares redeemed will be considered for redemption at the discretion of the Board
Redemption Pool	the pool of cash, assets and liabilities to be created in respect of a particular Redemption Point and allocated to the Ordinary Shares which are the subject of Redemption Requests for that Redemption Point, as more particularly described in Part 4 of this Securities Note
Redemption Price	the price for which Ordinary Shares are redeemed on a Redemption Point as determined by reference to the Dealing Value per Ordinary Share or a Redemption Pool, as more particularly described in Part 4 of this Securities Note
Redemption Request	a notice to the Company to redeem Ordinary Shares in the form from time to time prescribed by the Company
Register	the register of members of the Company
Registrar	Capita Registrars Limited, trading as Capita Asset Services
Regulatory Information Service	a service authorised by the UK Listing Authority to release regulatory announcements to the London Stock Exchange
Relevant Member State	each Member State which has implemented the Prospectus Directive or where the Prospectus Directive is applied by the regulator
Restricted Jurisdiction	each of Australia, Canada, Japan, the Republic of South Africa and the United States
SEC	the United States Securities and Exchange Commission
Shares	Ordinary Shares and/or C Shares, as the context may require
Share Issuance Agreement	the share issuance agreement dated 4 February 2016, between the Company, the Investment Manager, the Directors and Peel Hunt, summarised in paragraph 7.1 of Part 5 of the Registration Document accompanying this Securities Note

Share Issuance Programme	the Issue and the proposed programme of Subsequent Issues of Shares on the terms set out in the Securities Note (and any Future Securities Note)
Share Issuance Programme Price	the price at which Shares will be issued pursuant to a Subsequent Issue under the Share Issuance Programme to prospective investors, as described in the Securities Note
Shareholder	a holder of Shares
SIPP	a self-invested personal pension as defined in Regulation 3 of the Retirement Benefits Schemes (Restriction on Discretion to Approve) (Permitted Investments) Regulations 2001 of the UK
Subsequent Admission	Admission of any Shares issued pursuant to the Share Issuance Programme (other than the Issue)
Subsequent Issue	any placing, open offer, offer for subscription and/or intermediaries offer of Shares pursuant to the Share Issuance Programme (other than the Issue)
Subsequent Placing	any placing of Shares pursuant to the Share Issuance Programme (other than the Issue) described in this Securities Note
Summary	the summary dated 4 February 2016 issued by the Company pursuant to the Registration Document accompanying this Securities Note and the Securities Note and approved by the FCA
Takeover Code	The City Code on Takeovers and Mergers

Tax Residency Self-Certification Form	the tax residency self-certification form required to be completed by all new investors in the Company for FATCA reporting purposes
UK	the United Kingdom of Great Britain and Northern Ireland
UK Listing Authority or UKLA	the FCA acting in its capacity as the competent authority for the purposes of admissions to the Official List
uncertificated or in uncertificated form	a Share recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
Underlying Applicants	investors who wish to acquire C Shares under the Intermediaries Offer who are clients of any Intermediary
United States or US	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
US Code	the US Internal Revenue Code of 1986, as amended
US Investment Company Act	the United States Investment Company Act of 1940, as amended
US Person	a US Person as defined for the purposes of Regulation S
US Securities Act	the United States Securities Act of 1933, as amended

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APPENDIX 1 APPLICATION FORM FOR THE OFFER FOR SUBSCRIPTION

For official

use
only:

Important: before completing this form, you should read the accompanying notes.

To: Capita Asset Services, acting as receiving agent for Miton UK MicroCap Trust plc

1. Application

I/We the person(s) detailed in section 3A below offer to subscribe for the number of C Shares shown in Box 1 subject to the Terms and Conditions set out in Part 8 of the Securities Note dated 4 February 2016 and subject to the Memorandum and Articles of Association of the Company.

Box 1 (minimum subscription of 2,000 C Shares and then in multiples of 200 C Shares.)

2. Amount payable

Box 2 (the number in Box 1 multiplied by the Issue Price, being 50 pence per C Share) £

–––––––––––––––––––––––––– ––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––

Payment Method: & Cheque & CREST Settlement

3A. Details of Holder(s) in whose name(s) C Shares will be issued (BLOCK CAPITALS)

Mr, Mrs, Miss or Title
Forenames (in full)
Surname/Company Name
Address (in Full)
Designation (if any)
Mr, Mrs, Miss or Title
Forenames (in full)
Surname/Company Name
Mr, Mrs, Miss or Title
Forenames (in full)
Surname/Company Name
Mr, Mrs, Miss or Title
Forenames (in full)
Surname/Company Name

3B. CREST details

(Only complete this section if C Shares allotted are to be deposited in a CREST Account which must be in the same name as the holder(s) given in section 3A).

CREST Participant ID &&&&&

CREST Member Account ID	&&&&&&&&

4. Signature(s) all holders must sign

Execution by Individuals:

First Applicant Signature	Date
Second Applicant Signature	Date
Third Applicant Signature	Date
Fourth Applicant Signature	Date

Execution by a Company:

Executed by (Name of Company):			Date
Name of Director:	Signature:		Date
Name of Director/Secretary:	Signature:		Date
If you are affixing a company seal, please mark a cross here:		Affix
		Company
		Seal here:

5. Settlement details

(a) Cheque/Banker's Draft

If you are subscribing for C Shares and paying by cheque or banker's draft pin or staple to this form your cheque or banker's draft for the exact amount shown in Box 2 made payable to ''Capita Registrars Limited Re: Miton UK MicroCap Trust plc – Offer for Subscription A/C''. Cheques and banker's drafts must be drawn on an account at a branch of a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man and must bear the appropriate sort code in the top right hand corner.

(b) CREST Settlement

If you so choose to settle your application within CREST, that is DVP, you or your settlement agent/custodian's CREST account must allow for the delivery and acceptance of C Shares to be made against payment of the Issue Price per C Share, following the CREST matching criteria set out below:

Trade Date:	17 February 2016
Settlement Date:	19 February 2016
Company:	Miton UK MicroCap Trust plc
Security Description:	C Shares
SEDOL:	BWFGQ20
ISIN:	GB00BEFG200

Should you wish to settle DVP, you will need to input your instructions to Capita Asset Services' Participant account RA06 by no later than 1.00 p.m. on 15 February 2016.

You must also ensure that you or your settlement agent/custodian has a sufficient ''debit cap'' within the CREST system to facilitate settlement in addition to your/its own daily trading and settlement requirements.

6. Reliable introducer declaration

Completion and signing of this declaration by a suitable person or institution may avoid presentation being requested of the identity documents detailed in section 6 of the notes on how to complete this Application Form.

The declaration below may only be signed by a person or institution (being a regulated financial services firm) (the ''firm'') which is itself subject in its own country to operation of ''customer due diligence'' and anti-money laundering regulations no less stringent than those which prevail in Guernsey. Acceptable countries include Austria, Australia, Belgium, Bulgaria, Canada, Cayman Islands, Cyprus, Denmark, Estonia, Finland, France, Germany, Gibraltar, Greece, Hong Kong, Hungary, Iceland, Ireland, Isle of Man, Italy, Japan, Jersey, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, New Zealand, Norway, Portugal, Singapore, Slovenia, the Republic of South Africa, Spain, Sweden, Switzerland, the U.K. and the United States.

Declaration: To the Company and the Receiving Agent

With reference to the holder(s) detailed in section 3A, all persons signing at section 4 and the payor if not also the Applicant (collectively the ''subjects'') WE HEREBY DECLARE:

(i) we operate in one of the above mentioned countries and our firm is subject to money laundering regulations under the laws of that country which, to the best of our knowledge, are no less stringent than those which prevail in the United Kingdom;
(ii) we are regulated in the conduct of our business and in the prevention of money laundering by the regulatory authority identified below;
(iii) each of the subjects is known to us in a business capacity and we hold valid identity documentation on each of them and we undertake to immediately provide to you copies thereof on demand;
(iv) we confirm the accuracy of the names and residential/business address(es) of the holder(s) given at section 3A and if a CREST Account is cited at section 3B that the owner thereof is named in section 3A;
(v) having regard to all local money laundering regulations we are, after enquiry, satisfied as to the source and legitimacy of the monies being used to subscribe for the C Shares mentioned; and
(vi) where the payor and holder(s) are different persons we are satisfied as to the relationship between them and reason for the payor being different to the holder(s).

The above information is given in strict confidence for your own use only and without any guarantee, responsibility or liability on the part of this firm or its officials.

Signed:..................................................................................................................................................... Name: ...................................................................................................................................................... Position:................................................................................................................................................... having authority to bind the firm:............................................................................................................ Name of regulatory authority:.................................................................................................................. Firm's Licence number:........................................................................................................................... Website address or telephone number of regulatory authority: ............................................................. STAMP of firm giving full name and business address.........................................................................

7. Contact details

To ensure the efficient and timely processing of this application please enter below the contact details of a person the Company (or any of its agents) may contact with all enquiries concerning this application. Ordinarily this contact person should be the (or one of the) person(s) signing in section 4 on behalf of the first named holder. If no details are entered here and the Company (or any of its agents) requires further information, any delay in obtaining that additional information may result in your application being rejected or revoked.

Contact Name	E-mail address
Address
Telephone No	Fax No

NOTES ON HOW TO COMPLETE THE APPLICATION FORM

Applications should be returned so as to be received by Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 1.00 p.m. on 16 February 2016.

If you are a new investor in Miton UK MicroCap Trust plc, in addition to completing and returning the Application Form to Capita Asset Services, you will also need to complete and return a Tax Residency Self Certification Form. The ''individual tax residency self-certification – sole holding'' form can be found at the end of this document. Further copies of this form and the relevant form for joint holdings or corporate entity holdings can be requested from Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside of the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. It is a condition of application that (where applicable) a completed version of the Tax Residency Self Certification Form is provided with the Application Form before any application can be accepted.

HELPLINE: If you have a query concerning the completion of this Application Form, please telephone Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

1. Application

Fill in (in figures) in Box 1 the number of C Shares being subscribed for. The number being subscribed for must be a minimum of 2,000 C Shares and multiples of 200 thereafter. Financial intermediaries who are investing on behalf of clients should make separate applications for each client.

2. Amount payable

Fill in (in figures) the total amount payable for the C Shares for which your application is made which is the number inserted in Box 1 of the Offer for Subscription Application Form, multiplied by the Issue Price, being 50 pence per C Share. You should also mark in the relevant box to confirm your payment method, i.e. cheque, banker's draft or settlement via CREST.

3A. Holder details

Fill in (in block capitals) the full name(s) of each holder and the address of the first named holder. Applications may only be made by persons aged 18 or over. In the case of joint holders only the first named may bear a designation reference. A maximum of four joint holders is permitted. All holders named must sign the Offer for Subscription Application Form in section 4.

3B. CREST

If you wish your C Shares to be deposited in a CREST account in the name of the holders given in section 3A, enter in section 3B the details of that CREST account. Where it is requested that C Shares be deposited into a CREST account please note that payment for such C Shares must be made prior to the day such C Shares might be allotted and issued. It is not possible for an applicant to request that C Shares be deposited in their CREST account on an against payment basis. Any Application Form received containing such a request will be rejected.

4. Signature

All holders named in section 3A must sign section 4 and insert the date. The Offer for Subscription Application Form may be signed by another person on behalf of each holder if that person is duly authorised to do so under a power of attorney. The power of attorney (or a copy duly certified by a solicitor or a bank) must be enclosed for inspection (which originals will be returned by post at the addressee's risk). A corporation should sign under the hand of a duly authorised official whose representative capacity should be stated and a copy of a notice issued by the corporation authorising such person to sign should accompany the Offer for Subscription Application Form.

5. Settlement details

(a) Cheque/Banker's draft

All payments by cheque or banker's draft must accompany your application and be for the exact amount inserted in Box 2 of the Offer for Subscription Application Form. Your cheque or banker's draft must be made payable to ''Capita Registrars Limited Re: Miton UK MicroCap Trust plc – Offer for Subscription A/C'' in respect of an Application and crossed ''A/C Payee Only''. Applications accompanied by a post-dated cheque will not be accepted.

Cheques or banker's drafts must be drawn on an account where the applicant has sole or joint-title to the funds and on an account at a branch of a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which is a member of either of the Committees of Scottish or Belfast clearing houses or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right hand corner.

Third party cheques may not be accepted, with the exception of building society cheques or banker's drafts where the building society or bank has inserted the full name of the building society or bank account holder and have added the building society or bank branch stamp. The name of the building society or bank account holder must be the same as the name of the current shareholder or prospective investor. Please do not send cash. Cheques or banker's drafts will be presented for payment upon receipt. The Company reserves the right to instruct the Receiving Agent to seek special clearance of cheques and banker's drafts to allow the Company to obtain value for remittances at the earliest opportunity.

(b) CREST settlement

The Company will apply for the C Shares issued pursuant to the Offer for Subscription in uncertificated form to be enabled for CREST transfer and settlement with effect from the relevant date of Admission (the ''Relevant Settlement Date''). Accordingly, settlement of transactions in the C Shares will normally take place within the CREST system.

The Offer for Subscription Application Form contains details of the information which the Company's registrars, Capita Asset Services, will require from you in order to settle your application within CREST, if you so choose. If you do not provide any CREST details or if you provide insufficient CREST details for Capita Asset Services to match to your CREST account, Capita Asset Services will deliver your C Shares in certificated form provided payment has been made in terms satisfactory to the Company.

The right is reserved to issue your C Shares in certificated form should the Company, having consulted with Capita Asset Services, consider this to be necessary or desirable. This right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST or any part of CREST or on the part of the facilities and/or system operated by Capita Asset Services in connection with CREST.

The person named for registration purposes in your Application Form must be: (a) the person procured by you to subscribe for or acquire the C Shares; or (b) yourself; or (c) a nominee of any such person or yourself, as the case may be. Neither Capita Asset Services nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. You will need to input the delivery versus payment (''DVP'') instructions into the CREST system in accordance with your application. The input returned by Capita Asset Services of a matching or acceptance instruction to our CREST input will then allow the delivery of your C Shares to your CREST account against payment of the Issue Price per C Share through the CREST system upon the Relevant Settlement Date.

By returning your Application Form you agree that you will do all things necessary to ensure that you or your settlement agent/custodian's CREST account allows for the delivery and acceptance of C Shares to be made prior to 1.00 p.m. on 15 February 2016 against payment of the Issue Price per C Share. Failure by you to do so will result in you being charged interest at the rate of two percentage points above the then published bank base rate of a clearing bank selected by Capita Asset Services.

To ensure that you fulfil this requirement it is essential that you or your settlement agent/ custodian follow the CREST matching criteria set out below:

Trade Date:	17 February 2016
Settlement Date:	19 February 2016
Company:	Miton UK MicroCap Trust plc
Security Description:	C Shares
SEDOL:	BWFGQ20
ISIN:	GB00BWFGQ200

Should you wish to settle DVP, you will need to input your instructions to Capita Asset Services' Participant account RA06 by no later than 1.00 p.m. on 15 February 2016.

In the event of late CREST settlement, the Company, after having consulted with Capita Asset Services, reserves the right to deliver C Shares outside CREST in certificated form provided payment has been made in terms satisfactory to the Company and all other conditions in relation to the Offer for Subscription have been satisfied.

6. Reliable introducer declaration

Applications with a value greater than e15,000 (approximately £11,350) will be subject to verification of identity requirements. This will involve you providing the verification of identity documents listed below UNLESS you can have the declaration provided at section 6 of the Offer for Subscription Application Form given and signed by a firm acceptable to the Company (or any of its agents). In order to ensure your Application is processed in a timely and efficient manner all Applicants are strongly advised to have the declaration provided in section 6 of the Offer for Subscription Application Form completed and signed by a suitable firm.

If the declaration in section 6 cannot be completed and the value of the application is greater than e15,000 (approximately £11,350) the documents listed below must be provided with the completed Application Form, as appropriate, in accordance with internationally recognised standards for the prevention of money laundering. Notwithstanding that the declaration in section 6 has been completed and signed, the Company (or any of its agents) reserves the right to request of you the identity documents listed below and/or to seek verification of identity of each holder and payor (if necessary) from you or their bankers or from another reputable institution, agency or professional adviser in the applicable country of residence. If satisfactory evidence of identity has not been obtained within a reasonable time your application may be rejected or revoked. Where certified copies of documents are requested below, such copy documents should be certified by a senior signatory of a firm which is either a governmental approved bank, stockbroker or investment firm, financial services firm or an established law firm or accountancy firm which is itself subject to regulation in the conduct of its business in its own country of operation and the name of the firm should be clearly identified on each document certified.

6A. For each holder being an individual enclose:

1. a certified clear photocopy of one of the following identification documents which bears both a photograph and the signature of the person: current passport, government or Armed Forces identity card, or driving licence; and
1. certified copies of at least two of the following documents which purport to confirm that the address given in section 3A is that person's residential address: a recent gas, electricity, water or telephone (not mobile) bill, a recent bank statement, a council rates bill or similar document issued by a recognised authority; and
1. if none of the above documents show the Applicant's date and place of birth, enclose a note of such information; and
details of the name and address of the Applicant's personal bankers from which the Company (or any of its agents) may request a reference, if necessary.

6B. For each holder being a company (a ''holder company'') enclose:

1. a certified copy of the certificate of incorporation of the holder company; and
1. the name and address of the holder company's principal bankers from which the Company (or any of its agents) may request a reference, if necessary; and
1. a statement as to the nature of the holder company's business, signed by a director; and
1. a list of the names and residential addresses of each director of the holder company; and
1. for each director provide documents and information similar to that mentioned in 6A above; and
1. a copy of the authorised signatory list for the holder company; and
1. a list of the names and residential/registered address of each ultimate beneficial owner interested in more than five per cent. of the issued share capital of the holder company and, where a person is named, also complete 6C below and, if another company is named (hereinafter a ''beneficiary company''), also complete 6D below. If the beneficial owner(s) named do not directly own the holder company but do so indirectly via nominee(s) or intermediary entities, provide details of the relationship between the beneficial owner(s) and the holder company.
6C. For each person named in 6B(7) as a beneficial owner of a holder company enclose for each such person documents and information similar to that mentioned in 6B(1) to 6B(4).
6D. For each beneficiary company named in 6B(7) as a beneficial owner of a holder company enclose:
1. a certified copy of the certificate of incorporation of that beneficiary company; and
1. a statement as to the nature of that beneficiary company's business signed by a director; and
1. the name and address of that beneficiary company's principal bankers from which the Company (or any of its agents) may request a reference, if necessary; and
1. enclose a list of the names and residential/registered address of each beneficial owner owning more than five per cent. of the issued share capital of that beneficiary company.

The Company (or any of its agents) reserves the right to ask for additional documents and information.

7. Contact details

To ensure the efficient and timely processing of your Application Form, please provide contact details of a person the Company (or any of its agents) may contact with all enquiries concerning your Application. Ordinarily this contact person should be the person signing in section 4 on behalf of the first named holder. If no details are entered here and the Company (or any of its agents) requires further information, any delay in obtaining that additional information may result in your application being rejected or revoked.

APPENDIX 2 Individual holder tax residency self-certification form – sole holding

Miton UK MicroCap Trust plc

Shareholder Reference:

Instructions for completion

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

* To enable Miton UK MicroCap Trust plc to comply with its obligation to report to HMRC which may then share it with other tax authorities, you are required to provide certain information, including your country of residence for tax purposes.
* Please complete the sections below as directed and provide any additional information requested.
* If your declared country/countries of residence for tax purposes is not the UK and is on the OECD list of countries with which the UK has agreed to exchange information, Miton UK MicroCap Trust plc will be obliged to share this information with HMRC who may then share it with other relevant local tax authorities.
* Failure to validly complete this form will result in you being reported onwards to the relevant local tax authority.
* Definitions of terms used in this form can be found in the Notes.
* If you have any remaining questions about how to complete this form or about how to determine your tax residency status you should contact your tax adviser.

Please note:

* If any of the information below about your tax residency changes, you are required to provide Miton UK MicroCap Trust plc with a new, updated, self-certification form within 30 days of such change in circumstances.

Part 1 – Identification of Individual Shareholder

A. Please provide the Residence Address (if different from address carrier above)

House Name
Number & Street / Road Name
Town/City
County
Country
Postal or ZIP Code

B. Date of Birth DD/MM/YY

Capita Asset Services is a trading name of Capita IRG Trustees Limited (Registered in England No. 2729260) and Capita Registrars Limited (Registered in England No. 2605568).

Capita IRG Trustees Limited is authorised and regulated by the Financial Conduct Authority.

The registered office of each company is: The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Part 2 – Country/Countries of Residence for Tax Purposes

Country of residence for tax purposes	Tax Identification Number (see Definition)

Part 3 – Declarations and Signature

I acknowledge that the information contained in this form and information regarding my shares may be reported to the local tax authority and exchanged with tax authorities of another country or countries in which I may be tax resident where those countries have entered into Agreements to exchange Financial Account information.

I undertake to advise Miton UK MicroCap Trust plc within 30 days of any change in circumstances which causes the information contained herein to become incorrect and to provide Miton UK MicroCap Trust plc with a suitably updated Declaration within 30 days of such change in circumstances.

I certify that I am the shareholder (or am authorised to sign for the shareholder).

I declare that all statements made in this declaration are, to the best of my knowledge and belief, correct and complete.

Signature: ............................................................................................................................... Print Name: ............................................................................................................................ Date: ....................................................................................................................................... If signing under a power of attorney, please also attach a copy of the power of attorney.

Notes – Definitions

The OECD Common Reporting Standard for Automatic Exchange of Financial Account Information (''The Common Reporting Standard'') http://www.oecd.org/tax/automatic-exchange/commonreporting-standard/ contains definitions for the terms used within it. However, the following definitions are for general guidance only to help you in completing this form.

If you have any questions about these definitions or require further details about how to complete this form then please contact your tax adviser. NOTHING IN THIS DOCUMENT CAN BE CONSIDERED TO BE TAX ADVICE.

''Country/Countries of residence for tax purposes'' You are required to list the country or countries in which you are resident for tax purposes, together with the tax reference number which has been allocated to you, often referred to as a tax identification number (TIN). Special circumstances (such as studying abroad, working overseas, or extended travel) may cause you to be resident elsewhere or resident in more than one country at the same time (dual residency). The country/countries in which you might be obliged to submit a tax return are likely to be your country/ countries of tax residence. If you are a US citizen or hold a US passport or green card, you will also be considered tax resident in the US even if you live outside the US.

''Tax Identification Number or TIN'' The number used to identify the shareholder in the country of residence for tax purposes. Some jurisdictions do not issue a TIN or do not issue a TIN to all residents. Depending on the country or jurisdiction these can include functional equivalent references such as a National Insurance number, social security number or resident registration number. Some jurisdictions that do issue TINs have domestic law that does not require the collection of the TIN for domestic reporting purposes so that a TIN is not required to be completed by a shareholder resident in such jurisdictions.

Capita Asset Services is a trading name of Capita IRG Trustees Limited (Registered in England No. 2729260) and Capita Registrars Limited (Registered in England No. 2605568).

Capita IRG Trustees Limited is authorised and regulated by the Financial Conduct Authority.

The registered office of each company is: The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

AI assistant

MITON UK MICROCAP TRUST PLC — Share Issue/Capital Change 2016

4930_prs_2016-02-04_c6e20a74-3206-4d3c-a359-837d71c85f22.pdf

Share Issuance Progamme Summary • Registration Document • Securities Note

Summary

MITON UK MICROCAP TRUST PLC

REGISTRATION DOCUMENT

Miton Trust Managers Limited

Sponsor, Broker, Placing Agent and Intermediaries Offer Adviser Peel Hunt LLP

CONTENTS

RISK FACTORS

Risks relating to the Company and its investment strategy

The Company may not meet its investment objective

The Company has a limited operating history

The Company has no employees and is reliant on the performance of third party service providers

Investor returns will be dependent upon the performance of the portfolio and the Company may experience fluctuations in its operating results

Changes in laws or regulations governing the Company's operations may adversely affect the Company's business

The Company's investment strategy may involve the use of leverage, which exposes the Company to risks associated with borrowings

AIFMD

NMPI Regulations

Risks relating to the Investment Manager

The departure of some or all of the Investment Manager's investment professionals could prevent the Company from achieving its investment objective

There can be no assurance that the Directors will be able to find a replacement manager if the Investment Manager resigns

The Investment Manager may allocate some of its resources to activities in which the Company is not engaged, which could have a negative impact on the Company's ability to achieve its investment objective

The Investment Manager and its affiliates may provide services to other clients which could compete directly or indirectly with the activities of the Company and may be subject to conflicts of interest in respect of its activities on behalf of the Company

Risks relating to the Company's portfolio

MicroCap Companies

Sectoral diversification

Securities traded on AIM

Unquoted companies

Liquidity risk

The Company may use derivative instruments

Cash

Economic conditions

No benchmark

Risks relating to taxation

Investment trust status

Changes in taxation legislation or practice may adversely affect the Company and the tax treatment for Shareholders investing in the Company

IMPORTANT INFORMATION

General

Forward-looking statements

DIRECTORS, MANAGEMENT AND ADVISERS

PART 1

INFORMATION ON THE COMPANY AND THE PORTFOLIO

Investment objective

Investment policy

Borrowing policy

Investment strategy

Investment portfolio

Source: The Company (unaudited)

Dividend policy

Share rating management

Premium management

Treasury shares

Discount management

Redemption facility

Net Asset Value

Meetings, reports and accounts

The Takeover Code

Taxation

Risk factors

PART 2

INVESTMENT CASE

UK MicroCap equities have been out of favour in recent decades

MicroCap Companies potentially offer greater growth prospects over the longer term and in times of extended weak economic growth

Capturing the illiquidity premium

Significant MicroCap investment universe rewarding active managers

A complementary investment to many existing smaller company funds or investment trusts

Diversified portfolio

Outlook

Investment strategy

The Investment Manager's investment selection process

PART 3

DIRECTORS AND MANAGEMENT

Directors

Andrew (Andy) David Pomfret (Chairman) (aged 55)

Peter Frederick Dicks (aged 73)

Jeannette (Jan) Elaine Etherden (aged 55)

Ashe George Russell Windham, CVO (aged 58)

Investment Manager

MITON UK MICROCAP TRUST PLC Share Issue/Capital Change 2016