TRIPLE POINT INCOME VCT PLC — Proxy Solicitation & Information Statement 2020

Apr 28, 2020

SUMMARY

Summaries are made up of disclosure requirements known as 'Elements'. The Elements are numbered in Sections A to E (A.1 to E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed 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 E Ordinary Shares 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 of the European Union, 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 this 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 other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the securities being offered.
A.2	Use of Prospectus by financial intermediaries	The Company and the Directors consent to the use of the Prospectus, and accept responsibility for the content of the Prospectus, with respect to subsequent resale or final placement of securities by financial intermediaries, from the date of the Prospectus until the close of the Offer.
The Offer is expected to close on or before 12 noon on 28 April 2017, unless previously extended by the Directors, but may not extend beyond 2 October 2017. There are no conditions attaching to this consent.
Financial intermediaries must give investors information on the terms and conditions of the offer at the time they introduce the offer to investors.

Section B: Issuer

Element	Disclosure requirement	Disclosure
B.1	Legal and commercial name	Triple Point Income VCT plc.
B.2	Domicile and legal form	The Company was incorporated and registered in England and Wales on 7 November 2007 as a public company limited by shares under the Companies Act 1985 with registered number 6421083. The Company operates under the Companies Act 2006 and regulations made under the Companies Act 2006. The Company changed its name from TP70 2008(I) VCT plc to Triple Point Income VCT plc on 14 January 2013 following the merger between the Company, TP70 2008(II) VCT plc, and TP12(I) VCT plc, which completed on 21 November 2012.
B.5	Group description	Not applicable. The Company is not part of a group.
B.6	Major shareholders	The Company is not aware of any person or persons who (i) have, or who following the Offer will or could have, directly or indirectly voting rights representing 3% or more of the issued share capital of the Company or (ii) can, or could following the Offer, directly or indirectly exercise control over the Company. There are no different voting rights for any Shareholder.

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B.7

Key financial information

Selected historical financial information relating to the Company which has been extracted without material adjustment from the audited financial statements referenced in the following tables, is set out below:

	Audited financial results for the year ended 31 March 2014					Audited financial results for the year ended 31 March 2015					Audited financial results for the year ended 31 March 2016
	Code	A	B	C	Total	Code	A	C	D	Total	Code	A	C	D	Total
Net assets (£'000)	15,067	4,215	0	6,873	36,675	16,649	4,465	13,409	5,198	39,721	13,170	3,118	14,118	10,875	40,066
Net Asset Value per Share (p)	79	82.2	0	98.4	n/a	85.49	87.51	99.76	98.2	n/a	67.7	41.3	105	101.3	n/a
Dividend per Share (p) (pairs in the period)	4.11	5	0	n/a	n/a	0	-8.2	0	0	n/a	-21.5	-45	0	0	n/a
Investment Return (£'001)	1,200	195	0	nil	1,285	1,628	664	467	20	2,706	1,116	27	1,157	688	2,998
Expenses (£'000)	422	54	0	31	497	301	89	340	29	758	387	66	350	311	1,114
Profit / Asset before taxation (£'000)	778	141	0	-21	899	1,327	576	127	-9	2,021	729	-39	807	377	1,874
Expenses as a percentage of average Shareholder in funds (%)	1.5	1.3	0	0.3	1.3	1.81%	1.97%	2.54%	0.56%	1.91%	2.94%	3.12%	2.48%	2.24%	2.57%
Total compendants as a % (other/less) (after tax)	686	130	0	-17	799	1,241	568	101	-7	1,902	708	-38	709	292	1,671
Net Asset Value (other/less) (p)	n/a	1.72	2.6	0	-2.16	6.34	11.56	5.78	-0.72	n/a	3.64	-0.7	3.27	2.19	n/a

The unaudited Net Asset Value per Ordinary Share, A Ordinary Share, C Ordinary Share and D Ordinary Share as at 30 June 2016, extracted from the Company's interim management statement for the quarter ended 30 June 2016, was 67.92p, 41.51p, 105.72p and 102.06p respectively.

During 2013 holders of Ordinary Shares who had satisfied their 5 year holding period to secure upfront income tax relief were offered the opportunity of participating in an enhanced share buyback and Shareholders representing some £9m participated. Separately, some £7m was raised under the B Ordinary Share Offer. On 17 October 2013 the Company's tender offer to holders of Ordinary Shares became unconditional and £27.8 million was returned to participating Shareholders prior to its close on 29 November 2013. On 31 October 2013, the B Ordinary Shares converted into Ordinary Shares at a conversion ratio of 1.140169 Ordinary Shares for each B Ordinary Share with 8,281,584 Ordinary Shares being issued to the holders of converted B Ordinary Shares. On 20 December 2013 the Company launched an offer for subscription for C Ordinary Shares pursuant under which gross proceeds of £14 million were raised. On 29 October 2014 the Company launched an offer for subscription for D Ordinary Shares pursuant under which gross proceeds of £14.3 million were raised. Save in respect of these matters, there has been no significant change in the financial condition and operating results of the Company during or subsequent to the period covered by the historical financial information set out above.

B.8

Key pro forma financial information

Not applicable. No pro forma information is included in the Prospectus.

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B.9	Profit forecast	Not applicable. No profit forecasts are made in the Prospectus.
B.10	Description of the nature of any qualifications in the audit report on the historical financial information	Not applicable. There were no qualifications in the audit reports for the Company for the three years ended 31 March 2016.
B.11	Working capital	Not applicable. The Company is of the opinion that the working capital available to the Company is sufficient for the Company's present requirements (that is, for at least the next twelve months from the date of this document).
B.34	Investment policy	The Company's current Investment Policy is set out below.

Investment Strategy

At least 70% of the Company's net assets are or will be invested in unquoted companies. The remaining assets are or will be exposed either to (i) cash or cash-based similar liquid investments or (ii) investments originated in line with the Company's VCT Qualifying Investment policy.

To comply with VCT rules, the Company will seek to acquire (and subsequently maintain) a portfolio of VCT qualifying company investments equivalent to a minimum of 70% of the value of its investments over a period not exceeding three years. These VCT-qualifying investments will typically be in investments ranging between £500,000 and £5,000,000 and will encompass businesses with cash generative ability, arising from a niche position or the market in which they operate. No single investment by the Company will represent more than 15% of the aggregate value of all the investments of the Company at the time any investment is made or added to. It is possible that investments may be made in more than one company in the same sector.

In seeking to achieve its objectives, the Company will invest on the basis of the following conservative principles:

(a) TPIM will seek investments where robust due diligence has been undertaken;

(b) TPIM will favour investments where there is a high level of access to material financial and other information on an ongoing basis (as a condition for investing in a company, the Company may nominate directors to the boards of investee companies);

(c) TPIM will seek to minimise the risk of losses when investing through careful analysis of the collateral available to investee companies;

(d) TPIM will target investments where there is a strong relationship with the key decision makers.

Qualifying Investments

The Company will pursue investments in a range of sectors and where the type of business being targeted meets its investment criteria. The objective is to build a diversified portfolio of young unquoted companies which are cash generative and therefore capable of producing predictable income for the Company prior to realisation or exit.

Although investments will be sought in a range of sectors, the Company's portfolio will comprise companies with certain characteristics; for example clear commercial and financial objectives, strong customer relationships and, where possible, tangible assets with value. The Company will focus on identifying businesses typically with predictable revenues from a high-quality customer base. Businesses with assets providing valuable security may also be considered. The objective is to reduce the risk of capital value volatility by selecting businesses with stable valuation characteristics and to provide investors with an attractive income stream.

The criteria against which investment targets would be assessed will include the following:

(a) an attractive valuation at the time of the investment;

(b) managed risk of capital losses; |

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(c) predictability and reliability of the company's cash flows;
(d) the quality of the business's counterparties, suppliers and market position;
(e) the sector in which the business is active. The Company will focus on sectors where its capital can be used to create growth but not where returns are speculative. Key target sectors include energy, entertainment and social enterprise.
(f) the quality of the company's assets;
(g) the opportunity to structure an investment that can produce distributable income;
(h) in respect of the Ordinary Share Fund and the A Ordinary Share Fund, the prospect of achieving an exit after 5 years.

Non-Qualifying Investments

The Non-Qualifying Investments will consist of cash, cash-based similar liquid investments and investments of a similar profile to the Qualifying Investments and with an expected realisation date which meets the cash requirements of the VCT.

Borrowing Powers

The Company has no present intention of utilising direct borrowing as a strategy for improving or enhancing returns. To the extent that borrowing is required, the Directors will restrict the borrowings of the Company and exercise all voting and other rights or powers of control over its subsidiary undertakings (if any) to ensure that the aggregate amount of money borrowed by the group, being the Company and any subsidiary undertakings for the time being, (excluding intra-group borrowings), shall not without the previous sanction of an ordinary resolution of the Company exceed 30% of its NAV at the time of any borrowing.

Proposed Investment Policy

In light of the Offer and recent changes in VCT legislation, the Company is proposing to amend its investment policy and to provide a clearer explanation of the Company's investment objectives, its target asset allocation and the types of Qualifying Investment and Non-Qualifying Investments that the Company will make and the criteria against which investment targets will be assessed.

The Company does not believe that the changes outlined will affect the diversity of the Company's portfolio and how the Company is managed on a day to day basis.

Subject to the approval of Shareholders at the General Meeting, the Company's proposed Investment Policy is set out below.

The Company's main focus is to generate returns from a portfolio of investments in companies based in the UK in order to make regular tax-free dividends.

Investment Objectives

The key objectives of the Company are to:

• Pay regular tax-free dividends to investors;
• Maintain VCT status to enable investors to benefit from the associated tax reliefs;
• Reduce the volatility normally associated with early stage investments by applying its Investment Policy;
• In respect of the Ordinary Share Fund and the A Ordinary Share Fund, provide investors with the opportunity to exit shortly after five years following investment;
• In respect of the C Ordinary Share Fund and the D Ordinary Share Fund, provide investors with the opportunity to exit shortly after 16 years following investment with a partial return to shareholders after 6 years; and
• In respect of the E Ordinary Share Fund, provide investors with the opportunity to exit between ten and twelve years following investment with a possible early partial return of funds to shareholders if market conditions present such an opportunity.

The Company will not vary these objectives to any material extent without the approval of the Shareholders.

The Company's investment policy has been designed to satisfy the legislative requirements of the VCT

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scheme and to provide regular tax-free dividends to investors. The Company's investment policy is directed towards new investments into cash flow generative businesses with the capacity for growth and which can provide a positive return to investors. The investments will be made with the intention of growing and developing the revenues and profitability of the target businesses to enable them to be considered for traditional forms of bank finance and other funding. This, in turn, should enable the Company to benefit from gains from a favourable sale of the business to a third party or from a refinance or capital restructuring of the business.

In respect of Qualifying Investments the Company will seek:

(a) investments on which robust due diligence has been undertaken;
(b) investments where there is access to regular material financial and other information;
(c) investments where it may be possible to mitigate capital losses through careful analysis of the collateral available; and
(d) investments where there is a strong relationship with the key decision makers.

Target Asset Allocation

The majority of the Company's net assets are or will be invested in unquoted companies. The remaining assets are or will be deployed for liquidity management purposes into Non-Qualifying Investments including cash and other highly liquid investments (which may be repurchased, redeemed, or paid out on no more than seven days' notice). Qualifying Investments will typically range between £500,000 and £5,000,000 and encompass businesses with strong asset bases, and good prospects. No single investment by the Company will represent more than 15 per cent of the aggregate NAV of the Company at the time the investment is made.

Qualifying Investments

Although investments will be sought in a diverse range of sectors, the Company's portfolio will comprise companies with certain characteristics; for example clear commercial and financial objectives, strong customer relationships and, where possible, tangible assets with value. The Company will focus on identifying cash generative businesses with a capacity for growth and which can provide a positive return to investors.

The criteria against which investment targets would be assessed will include the following:

(a) an attractive valuation at the time of the investment;
(b) managed risk of capital losses;
(c) the quality of the company's cash flows;
(d) the quality of the businesses' counterparties, suppliers and market position;
(e) the sector in which the business is active;
(f) the quality of the company's assets;
(g) the opportunity to structure an investment that can produce distributable income;
(h) the potential for growing and developing the revenues and profitability of the company to enable it to be considered for traditional forms of bank finance and other funding; and
(i) the ability to facilitate an exit which enables the Company to meet its key investment objective of returning funds in line with shareholder expectations.

As the value of investments increase, the Company's investment manager will monitor opportunities for the Company to realise capital gains to enable it to make tax-free distributions to shareholders.

Non-Qualifying Investments

Non-Qualifying Investments will be made for the purpose of liquidity management. These investments will include the following:

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| | | (a) Short term deposits of money, shares or units in alternative investment funds (which have the meaning given by regulation 3 of the Alternative Investment Fund Managers Regulations 2013) or in undertakings for the collective investment in transferable securities (which have the meaning given by section 363A(4) of the Taxation (International and Other Provisions) Act 2010), which may be repurchased, redeemed, or paid out on no more than seven days' notice; and

(b) Ordinary shares or securities in a company which are acquired on a regulated market (defined in section S274(4) ITA 2007).

Borrowing Powers

The Company has no present intention of utilising direct borrowing as a strategy for improving or enhancing returns. To the extent that borrowing is required, the Directors will restrict the borrowings of the Company and exercise all voting and other rights or powers of control over its subsidiary undertakings (if any) to ensure that the aggregate amount of money borrowed by the group, being the Company and any subsidiary undertakings for the time being, (excluding intra-group borrowings), shall not without the previous sanction of an ordinary resolution of the Company exceed 30% of its NAV at the time of any borrowing. |
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| B.35 | Borrowing limits | The Directors will restrict the borrowings of the Company in accordance with the Company's articles of association which provide that the aggregate amount of money that can be borrowed by the group, being the Company and any subsidiary undertakings for the time being, (excluding intra-group borrowings), shall not, without the previous sanction of an ordinary resolution of the Company, exceed 30% of its NAV at the time of any borrowing. |
| B.36 | Regulatory status | The Company is authorised and regulated by the FCA as a self-managed alternative investment fund. |
| B.37 | Typical investor | The profile of a typical investor will be an ordinary retail, sophisticated, high net worth or professional individual with sufficient income and capital such that his investment in the Company can be tied up for at least five years, who is attracted by the income tax relief available for a VCT investment and who seeks a venture capital strategy focused on capital stability and early realisations. |
| B.38 | Investment of 20% or more in a single underlying asset or investment company | Not applicable. The Company will not invest more than 20% in a single underlying asset or investment company. |
| B.39 | Investment of 40% or more in a single underlying asset or investment company | Not applicable. The Company will not invest more than 40% in a single underlying asset or investment company. |
| B.40 | Applicant's service providers | Investment management arrangement

Under an agreement ("the IMA") dated 14 December 2007, as amended, between the Company and Triple Point, Triple Point provides discretionary and advisory investment management services to the Company in respect of its portfolio of investments in accordance with the provisions of the IMA.

Under the terms of the IMA:
- in respect of the fund representing the Ordinary Shares issued prior to the ESBB, Triple Point will receive 1.0% of any amounts returned to holders of Ordinary Shares issued prior to the ESBB;
- in respect of the fund representing the Ordinary Shares issued pursuant to the ESBB and upon the conversion of the B Ordinary Shares to Ordinary Shares, Triple Point will receive investment management fees (exclusive of VAT) equal to 1.5% per annum of that fund's NAV up to 30 April 2018 and thereafter 1.0% of any amounts returned to holders of Ordinary Shares issued pursuant to the ESBB;
- in respect of the A Ordinary Share Fund, Triple Point will receive investment management fees |

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(exclusive of VAT) equal to 1.5% per annum of the A Ordinary Share Fund's NAV up to 30 April 2017 and thereafter 1.0% of any amounts returned to holders of A Ordinary Shares;

• in respect of the C Ordinary Share Fund, investment management fees (exclusive of VAT) equal to 2.0% per annum of the C Ordinary Share Fund's NAV, payable quarterly in arrear;
• in respect of the C Ordinary Share Fund, Triple Point will receive a performance incentive fee based upon returns to holders of C Ordinary Shares. The amount of the performance incentive fee payable is based on the payment of dividends to holders of C Ordinary Shares. To the extent that, on the payment of any dividend to holders of C Ordinary Shares, the total of all dividends per C Ordinary Share made to holders of C Ordinary Shares (including the current dividend being paid) exceeds the hurdle (being at the time of any payment of a dividend to holders of C Ordinary Shares the higher of (i) 100 pence per C Ordinary Share or (ii) the total of all dividends per C Ordinary Share made to holders of C Ordinary Shares prior to the dividend), Triple Point will be entitled to receive a sum equal to 20% of the excess over the hurdle;
• in respect of the D Ordinary Share Fund, Triple Point will receive investment management fees (exclusive of VAT) equal to 2.0% per annum of the D Ordinary Share Fund's NAV, payable quarterly in arrear;
• in respect of the D Ordinary Share Fund, to the extent that, on any distribution made to holders of D Ordinary Shares, the total of all distributions per D Ordinary Share made to holders of D Ordinary Shares (including the distribution in question being made) exceeds a hurdle (being at the time of any distribution to holders of D Ordinary Shares the higher of (i) 100 pence per D Ordinary Share and (ii) the total of all distributions per D Ordinary Share made to holders of D Ordinary Shares prior to that distribution), Triple Point will be entitled to receive a sum equal to 20% of the excess over the hurdle.

Triple Point also provides certain administrative services to the Company until termination of the IMA for an annual fee of 0.25% of the Company's NAV and for an annual fee of £7,500 plus VAT at the relevant rate acts as company secretary. All fees are payable quarterly in arrear.

Triple Point has agreed to indemnify the Company to the extent that the annual running costs excluding VAT of the Company exceed 3.5% of the Company's NAV.

The IMA is terminable on 12 months' notice given at any time after the fifth anniversary of the admission of the D Ordinary Shares to the Official List.

Supplemental agreement varying the IMA pursuant to the Offer

Under an agreement dated 7 October 2016 the IMA will, subject to the Offer becoming effective and subject to the approval of Shareholders at the General Meeting, be varied to provide for the following:

• Triple Point will receive investment management fees (exclusive of VAT) equal to 2.0% per annum of the E Ordinary Share Fund's NAV, payable quarterly in arrear;
• Triple Point's appointment under the IMA will continue for at least 5 years following the Admission and thereafter will terminate on 12 months' notice by either party subject to earlier termination in certain circumstances;
• to the extent that, on any distribution made to holders of E Ordinary Shares, the total of all distributions per E Ordinary Share made to holders of E Ordinary Shares (including the distribution in question being made) exceeds a hurdle (being at the time of any distribution to holders of E Ordinary Shares the higher of (i) 100 pence per E Ordinary Share and (ii) the total of all distributions per E Ordinary Share made to holders of E Ordinary Shares prior to that distribution), Triple Point will be entitled to receive a sum equal to 20% of the excess over the hurdle; and
• The Company will pay to Triple Point a single fee equal to the aggregate of (i) up to 2.0% of the aggregate value of accepted applications for E Ordinary Shares and (ii) the initial commission, if any, paid to Execution-Only Brokers and (iii) the initial commission, if any, paid to those advising professional investors in respect of subscriptions under the Offer. Triple Point has agreed to indemnify the Company against the costs of the Offer, excluding VAT, exceeding 5.0% of the funds it raises. The costs of the Offer will be borne solely by the E Ordinary Share Fund. From this sum, Triple Point will discharge all external costs, and its own costs, in respect of the Offer. The payment of initial charges agreed between an authorised financial adviser and

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| | | the investor can be facilitated by Triple Point, which will reduce the amount subscribed under the Offer.
The investment management and performance fees for the Ordinary Share Fund, the A Ordinary Share Fund, the C Ordinary Share Fund and the D Ordinary Share Fund, as set out above, are unchanged. |
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| B.41 | Regulatory status of the Manager/custodian | The Manager is authorised and regulated by the Financial Conduct Authority. |
| B.42 | Calculation of Net Asset Value | The Net Asset Value of a Share is calculated by the Company in accordance with the Company's accounting policies and is published quarterly through a Regulatory Information Service.
The calculation of the Net Asset Value per Share will only be suspended in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue expenditure, be obtained. Details of any suspension in making such calculations will be announced through a Regulatory Information Service. |
| 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 document. |
| B.45 | Portfolio | The Company's portfolio comprises predominantly UK securities. As at 30 June 2016 (the date to which the most recent unaudited financial information has been drawn up), the Company's portfolio of Qualifying Investments comprised, by value, £31,191,000. |
| B.46 | Net Asset Value | The unaudited Net Asset Value per Ordinary Share as at 30 June 2016 was 67.92p.
The unaudited Net Asset Value per A Ordinary Share as at 30 June 2016 was 41.51p.
The unaudited Net Asset Value per C Ordinary Share as at 30 June 2016 was 105.72p.
The unaudited Net Asset Value per D Ordinary Share as at 30 June 2016 was 102.06p. |

Section C: Securities

Element	Disclosure requirement	Disclosure
C.1	Types and class of securities	The Company will issue E Ordinary Shares under the Offer. The ISIN and SEDOL of the E Ordinary Shares are GB00BD89H869 and BD89H86 respectively.
C.2	Currency	Sterling.
C.3	Number of securities to be issued	Assuming a full subscription of £30,000,000, including the over allotment facility, a NAV per E Ordinary Share of 100 pence for the purpose of the E Ordinary Share Price Calculation, and that the average issue costs per E Ordinary Share are 5.0%, the number of E Ordinary Shares in issue following the Offer would be 28,500,042 E Ordinary Shares. On the above assumptions, but assuming a NAV per E Ordinary Share of 90 pence for the purpose of the E Ordinary Share Price Calculation, the maximum number of E Ordinary Shares in issue following the Offer would be 31,666,613 E Ordinary Shares.
C.4	Description of the rights attaching to the securities	As regards income:
The holders of the E Ordinary Shares as a class shall be entitled to receive such dividends as the Directors resolve to pay out of the net assets attributable to the E Ordinary Shares and from income received and accrued from the portfolio attributable to the E Ordinary Shares, in accordance with the Company's articles of association.

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Element	Disclosure requirement	Disclosure
		As regards capital:
On a return of capital on a winding up or on a return of capital (other than on a purchase by the Company of its shares) the surplus capital and assets attributable to the E Ordinary Shares shall be divided amongst the holders of the E Ordinary Shares pro rata according to the nominal capital paid up on their respective holdings of E Ordinary Shares, in accordance with the Company's articles of association.

As regards voting and general meetings:
Subject to disenfranchisement in the event of non-compliance with a statutory notice requiring disclosure as to beneficial ownership, each holder of E Ordinary Shares present in person or by proxy shall have one vote on a show of hands and one vote for each such E Ordinary Share of which he is the holder on a poll.

As regards redemption:
The E Ordinary Shares are not redeemable.

As regards conversion:
The E Ordinary Shares have no conversion rights. |
| C.5 | Restrictions on the free transferability of the securities | Not applicable. There are no restrictions on the free transferability of the E Ordinary Shares. |
| C.6 | Admission | Application will be made to the UK Listing Authority for the E Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the E Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that such admission will become effective and that dealings in the E Ordinary Shares will commence within ten Business Days of their allotment. |
| C.7 | Dividend policy | Generally, a VCT must distribute by way of dividend such amount as to ensure that it retains not more than 15% of its income from shares and securities. The Directors aim to maximise tax free distributions to Shareholders of income or realised gains. It is envisaged that the Company will distribute most of its net income each year by way of dividend, subject to liquidity.

For the E Ordinary Share Fund, the Company intends to distribute up to 5 pence per E Ordinary Share in the financial year ending March 2020 followed by a regular dividend of up to 5 pence per E Ordinary Share per annum for the remaining life of the E Ordinary Share Fund. Such dividends are expected to be funded from income generated by its investments. The Company's ability to pay dividends is subject to the existence of realised profits, legislative requirements, and the available cash reserves of the Company. |

Section D: Risks

Element	Disclosure requirement	Disclosure
D.2	Key information on the key risks specific to the issuer or its industry	The key risk factors relating to the Company or its industry are:
• Investments in small, private limited companies can involve a higher degree of risk than investments in larger, investment grade companies, and there can be a risk of substantial losses.
• The Company's portfolio of investments is subject to market fluctuations including but not limited to changes in inflation and interest rates. There can be no assurance that appreciation will occur or that losses will not be incurred. The ability of the Company to return funds to Shareholders may be adversely affected by illiquidity in underlying assets. It may be difficult to deal in investments for which there is no recognisable market or to obtain reliable information about their value or the extent of the risks to which such investments are exposed.
• New qualifying conditions became effective in the Finance (No 2) Act 2015, which introduced a

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Section E: Offer

Element	Disclosure requirement	Disclosure
		maximum age limit for VCT qualifying investments generally (7 years from first commercial sale, or 10 years for Knowledge Intensive Companies), and a maximum amount of Risk Finance State Aid which a Qualifying Company can receive over its lifetime (£12m, or £20m for Knowledge Intensive Companies). Companies receiving VCT funds will not be permitted to use those funds to acquire shares, businesses or certain intangible assets.
D.3	Key information on the key risks specific to the securities	The key risk factors relating to the Shares are:
• The value of Shares may fall below the original amount invested, their market price may not fully reflect the underlying Net Asset Value and dividends may not be paid.
• There is likely to be an illiquid market in the Shares with investors finding it difficult to realise their investment.

Section E: Offer

Element	Disclosure requirement	Disclosure
E.1	Net proceeds and costs of the Issue	The costs and expenses relating to the Offer (assuming a full subscription of £30,000,000, including the over allotment facility, and that the issue costs per E Ordinary Share are 5%, payable by the Company) are £1,500,000 (excluding VAT), capped at 5% excluding VAT of the proceeds of the Offer before initial charges. The costs and expenses relating to the Offer if the Minimum Net Proceeds are raised, assuming that the issue costs per E Ordinary Share are 5%, payable by the Company, are £57,894.74 (excluding VAT if applicable).
Investors will indirectly bear the costs of the Offer through the application of the E Ordinary Share Price Calculation which determines the price per E Ordinary Share and includes an allowance for issue costs of 5% or such lower percentage as may be agreed by the Board and the Manager to reflect a reduction in the issue costs.
The total net proceeds of the Offer, after all fees, are £28,500,000 (assuming a full subscription of £30,000,000, including the over allotment facility, and that the issue costs per E Ordinary Share are 5%). The Minimum Net Proceeds will be £3,000,000.
E.2a	Reason for the Offer, use of proceeds and estimated net amount of proceeds	The reason for the Offer is to provide investors with an opportunity to invest in the E Ordinary Share Fund which targets attractive post-tax returns and capital realisations over a ten to twelve year timeframe with a possible early partial return of funds to Shareholders, if market conditions present a good opportunity to do so, and enables investors to take advantage of the substantial tax reliefs available to, and for investments in, VCTs, including 30% income tax relief on amounts invested.
The intention of the Offer is to raise capital in the E Ordinary Share Fund to ultimately acquire (and subsequently maintain) a portfolio of Qualifying Investments where the focus will be on cash flow generative businesses which are operating in stable or mature fields with a high quality customer base. The Company will have the ability to invest the E Ordinary Share Fund in a variety of sectors where the Investment Management Team is confident that investments can be structured to meet the Company's investment strategy.
The total net proceeds of the Offer, after all fees, are £28,500,000 (assuming a full subscription of £30,000,000, including the over allotment facility, and that the issue costs per E Ordinary Share are 5%).
E.3	Terms and conditions of the Offer	The price per E Ordinary Share will be determined by the Investment Manager and agreed by the Board in accordance with the formula below, which is designed to maintain fairness for all investors under the Offer by ensuring that the value of each investor's holding of E Ordinary Shares reflects the amount of initial commission, if any, payable to the investor's authorised financial adviser/authorised introducer and to Triple Point (initial adviser charges, if any, can be facilitated by Triple Point and will reduce the amount subscribed under the Offer):
Price per E Ordinary Share = (A) / {100 - ([(B) + (C)] x 100)} (in units of £ per E Ordinary Share)
Where: (A) is the NAV per E Ordinary Share, which for the purpose of the first allotment under the Offer shall be deemed to be 100 pence per E Ordinary Share
(B) is the percentage initial charge payable by the Company to Triple Point

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Element	Disclosure requirement	Disclosure
		(C) is the percentage initial commission (if any) payable by the Company to the authorised introducer
The price per E Ordinary Share (calculated in accordance with the formula above) will be rounded to the nearest 0.001 pence.

The number of E Ordinary Shares to be allotted is then determined, as follows:
Number of E Ordinary Shares to be allotted = amount subscribed under the Offer/ price per E Ordinary Share
The number of E Ordinary Shares to be allotted will be rounded down to the nearest whole Share.

If the Offer is oversubscribed, the Offer may be increased at the discretion of the Directors by use of the over allotment facility of up to a further £15,000,000 by issue of E Ordinary Shares. The Offer is conditional upon the Minimum Net Proceeds being raised prior to 12 noon on 31 March 2017, the passing of the Resolutions 1, 2, 4 and 5 at the General Meeting and HMRC confirming that the E Ordinary Shares to be issued under the Offer are eligible shares for VCT income tax relief purposes. |
| E.4 | Material interests | Not applicable. No interest is material to the Offer. |
| E.5 | Name of person selling securities | Not applicable. No person or entity is offering to sell the security as part of the Offer and there are no lock-up agreements. |
| E.6 | Dilution | Not applicable. The E Ordinary Shares are a new class of security. |
| E.7 | Expenses charged to the investor | Capital raising costs
The Company will pay to Triple Point an initial charge of (i) up to 2.0% of the aggregate value of accepted applications for E Ordinary Shares and (ii) the initial commission if any paid to Execution-Only Brokers and (iii) the initial commission if any paid to those advising professional investors in respect of subscriptions under the Offer. Triple Point has agreed to indemnify the Company against the costs of the Offer excluding VAT exceeding 5% of the funds it raises. The costs of the Offer will be borne solely by the E Ordinary Share Fund. From this sum, Triple Point will discharge all external costs, and its own costs, in respect of the Offer.

Adviser charges
Commission is generally not permitted to be paid by the Company to intermediaries who provide a personal recommendation to retail clients on investments in VCTs after 30 December 2012. Instead, an adviser charge will usually be agreed between the intermediary and investor for the advice and related services. This charge should be paid directly by the investor to the authorised financial adviser. Triple Point can facilitate initial adviser charges from, and will therefore reduce, the amount subscribed under the Offer. Investors should receive income tax relief on the subscription amount.

Commission
Commission may be paid by the Company where there is an execution-only transaction and no advice has been provided by the intermediary to the investor or a commission of up to 3% where the intermediary has demonstrated to Triple Point that the investor is a professional client of the intermediary. Commission is payable by Triple Point out of its initial charge. Those intermediaries who are permitted to receive commission from the Company will usually receive an initial commission of up to 3% of the amount invested by their clients under the Offer. Additionally, provided that the intermediary continues to act for the investor and the investor continues to be the beneficial owner of the E Ordinary Shares, and subject to applicable laws and regulations, the intermediary will usually be paid an annual trail commission of up to 0.5% of each relevant investor's holding in the E Ordinary Share Fund, which will be paid out of the investment management fees payable to Triple Point in respect of the E Ordinary Share Fund for no more than 10 years from the date of investment.

Investors will receive E Ordinary Shares in respect of the gross value of their subscription proceeds prior to any deduction on account of the above expenses. |

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