MITON UK MICROCAP TRUST PLC — Share Issue/Capital Change 2016

Sep 30, 2016

This document comprises a supplementary prospectus relating to Miton UK MicroCap Trust plc (the "Company") prepared in accordance with the prospectus rules of the Financial Conduct Authority (the "FCA") made under section 73A of the Financial Services and Markets Act 2000 (the "Supplementary Prospectus"). This Supplementary Prospectus has been approved by the FCA and has been filed with the FCA in accordance with Rule 3.2 of the Prospectus Rules.

This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus (comprising a summary, a registration document and a securities note) published by the Company on 4 February 2016 relating to a Share Issuance Programme of up to 250 million Ordinary Shares and/or C Shares in aggregate (the "Prospectus"). Except as expressly stated herein, or unless the context otherwise requires, the definitions used or referred to in the Prospectus also apply in this Supplementary Prospectus.

The Company and each of the Directors, whose names appear on page 5 of this Supplementary Prospectus, accept responsibility for the information contained in this Supplementary Prospectus and the Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Supplementary Prospectus and the Prospectus 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)

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

Supplementary Prospectus

Investment Manager Miton Trust Managers Limited

Sponsor and Broker 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 in connection with the Share Issuance Programme and will not regard any other person 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 contents of this Supplementary Prospectus or the Prospectus or any matters referred to herein or therein. Peel Hunt is not responsible for the contents of this Supplementary Prospectus or 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 representations, express or impled, in relation to, nor accepts any responsibility whatesoever for, the contents of this Supplementary Prospectus or 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 Share Issuance Programme or any Admission. Peel Hunt (together with its affiliates) accordingly, to the fullest extent permissable by law, disclaims all and any responsibility or liability (save for any statutory liabilitiy) whether arising in tort, contract or otherwise which it might otherwise have in respect of this Supplementary Prospectus or the Prospectus or any other statement.

The Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the ''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 (as defined in Regulation S under the Securities Act) 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. There will be no public offer of the Shares in the United States. In addition, the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended, and the recipient of this document will not be entitled to the benefits of that Act. The distribution of this Supplementary Prospectus or the Prospectus in other jurisdictions may be restricted by law and therefore persons into whose possession this Supplementary Prospectus or the Prospectus comes should inform themselves of and observe any restrictions.

Neither this Supplementary Prospectus nor the Prospectus constitutes 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 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.

Potential investors should consult their stockbroker, solicitor, accountant or other financial adviser before investing in the Company. Potential investors should also consider the risk factors relating to the Company set out on pages 3 to 8 of the Registration Document and pages 5 to 7 of the Securities Note.

Dated: 30 September 2016

Events arising since publication of the Prospectus

This Supplementary Prospectus is being published in relation to the Share Issuance Programme. This Supplementary Prospectus is a regulatory requirement under the Prospectus Rules following the publication of the Company's 2016 report and accounts for the financial period from 26 March 2015 (the date of the Company's incorporation) to 30 April 2016. This Supplementary Prospectus has been approved for publication by the FCA.

A. Significant new factors

Report and accounts for the period from 26 March 2015 to 30 April 2016

On 9 August 2016, the Company published its report and audited accounts for the financial period from 26 March 2015 to 30 April 2016 (the "2016 Report and Accounts"). By virtue of this Supplementary Prospectus, the 2016 Report and Accounts is incorporated into, and forms part of, the Prospectus. The non-incorporated parts of the 2016 Report and Accounts are either not relevant to investors or are covered elsewhere in the Prospectus.

Historical financial information incorporated by reference

Historical financial information relating to the Company on the matters referred to below is included in the 2016 Report and Accounts as set out in the table below and is expressly incorporated by reference into this Supplementary Prospectus and the Prospectus.

	Period ended 30 April 2016 (audited)
Nature of information	Page No(s)
Chairman's Statement	8-9
Investment Manager's Report	10-14
Report of the Directors	28-47
Independent Auditors' Report	48-54
Income Statement	55
Statement of Changes in Equity	56
Balance Sheet	57
Statement of Cash Flows	58
Notes to the Financial Statements	59-77

Selected financial information

The key audited figures that summarise the financial condition of the Company in respect of the period ended 30 April 2016, which have been extracted without material adjustment from the historical information referred to above, are set out in the following table.

	As at or for the period ended 30 April 2016 (audited)(£'000)
Balance Sheet Non-current assets:
Investments held at fair value through profit or loss	75,700
Current assets
Trade and other receivables	232
Cash at bank and cash equivalents	14,708
Total assets Liabilities:	90,640
Trade and other payables Financial liabilities (C Shares)	773 29,475
Total liabilities	30,248
Total net assets	60,392
Net asset value attributable per Ordinary Share (pence)	54.91
Net asset value attributable per C Share (pence)	52.63
Income Statement
Return on ordinary activities before finance costs and taxation (total)	8,056
Return on ordinary activities before taxation (total)	6,053
Return on ordinary activities after taxation (total)	6,049
Total return per Ordinary Share (pence)	5.64
Total return per C Share (pence)	2.63

Operating and financial review

The 2016 Report and Accounts included, on the pages specified in the table below: descriptions of the Company's financial condition (in both capital and revenue terms); details of the Company's investment activity and portfolio exposure; and changes in its financial condition for the period.

	Period ended 30 April 2016 (audited)
Nature of information	Page No(s)
Chairman's Statement	8-9
Investment Manager's Report	10-14
Portfolio Information	15-18
Summary of Results	6

B. Supplements to the Summary

As a result of the publication of the 2016 Report and Accounts, the summary document which forms part of the Prospectus is hereby supplemented as follows:

B.7	Key financial information	The key figures that summarise the Company's financial condition in respect of the financial period ended 30 April 2016 (audited) are set out in the following table:
			As at or for the period ended 30 April
			2016 (audited)(£'000)
		Balance Sheet
		Non-current assets:
		Investments held at fair value through profit or loss	75,700
		Current assets
		Trade and other receivables	232
		Cash at bank and cash equivalents	14,708
		Total assets	90,640
		Liabilities:
		Trade and other payables	773
		Financial liabilities (C Shares)	29,475
		Total liabilities	30,248
		Total net assets	60,392
		Net asset value attributable per Ordinary Share (pence)	54.91

Net asset value attributable per C Share (pence)	52.63
Income Statement
Return on ordinary activities before finance costs and taxation (total)	8,056
Return on ordinary activities before taxation (total)	6,053
Return on ordinary activities after taxation (total)	6,049
Total return per Ordinary Share (pence)	5.64
Total return per C Share (pence)	2.63
The Company issued 100 million Ordinary Shares on 30 April 2015, as part of its initial public offering, at a price of 50 pence per Ordinary Share. Between 4 August 2015 and 2 September 2015, the Company issued a total of 9,990,000 Ordinary Shares by way of tap issuance; raising in aggregate £5,350,453.10 before expenses.
The Company issued 56,000,000 C Shares on 19 February 2016 at a price of 50 pence per C Share. On 19 July 2016, the C Shares were converted into Ordinary Shares at the rate of 0.9630 Ordinary Shares for each C Share. As a result, 53,927,917 Ordinary Shares were issued.
Since 30 April 2016, the Company has issued a total of 850,000 Ordinary Shares of £0.001 each pursuant to a block listing authority at a price of 53.75 pence per Ordinary Share on 2 August 2016.
Other than as disclosed above, during the period from 26 March 2015 to, and since, 30 April 2016, being the last date to which the Company has published financial information, there has been no significant change in the financial condition and operating results of the Company.

C. Significant change

The Company issued 56,000,000 C Shares on 19 February 2016 at a price of 50 pence per C Share. On 19 July 2016, the C Shares were converted into Ordinary Shares at the rate of 0.9630 Ordinary Shares for each C Share. As a result, 53,927,917 Ordinary Shares were issued.

Since 30 April 2016, the Company has issued a total of 850,000 Ordinary Shares of £0.001 each pursuant to a block listing authority at a price of 53.75 pence per Ordinary Share on 2 August 2016.

Other than as disclosed above, there has been no significant change in the financial or trading position of the Company since 30 April 2016, being the last date to which the Company has published financial information.

D. Additional information

Responsibility

The Company, whose registered office appears below, and the Directors, whose names appear below, accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Supplementary Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Directors of the Company are:

Andrew Pomfret (Non-Executive Chairman) Peter Dicks (Non-Executive Director) Jan Etherden (Non-Executive Director) Ashe Windham (Non-Executive Director)

The registered office of the Company is at:

Beaufort House, 51 New North Road, Exeter EX4 4EP

Documents available for inspection

Copies of this Supplementary Prospectus and the 2016 Report and Accounts are available for inspection on the Investment Manager's website at www.mitongroup.com and, until the Share Issuance Programme closes, 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, United Kingdom.

General

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

Save as disclosed in this Supplementary Prospectus, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.

30 September 2016