Triple Point VENTURE SHARES

Triple Point
VCT 2011 plc
ISSUE OF VENTURE SHARES 2011 / 2012

OFFER FOR SUBSCRIPTION TO RAISE UP TO £10,000,000 BY THE ISSUE OF NEW VENTURE SHARES OF 1 PENNY EACH, WITH AN OVER-ALLOTMENT FACILITY OF A FURTHER £15,000,000
PROSPECTUS

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the action to be taken, you should immediately consult a person authorised under the Financial Services and Markets Act 2000 (FSMA) who specialises in advising on the acquisition of shares and other securities.

This document, which comprises a prospectus relating to Triple Point VCT 2011 plc ("TP11") dated 15 September 2021, has been prepared in accordance with the Prospectus Regulation Rules Instrument 2019 made under Part VI of FSMA, and has been approved for publication by the Financial Conduct Authority as a prospectus under article 20 of the Prospectus Regulation.

TP11 and the Directors, whose names appear on page 29 of this document, accept responsibility for the information contained in the Prospectus. To the best of the knowledge of TP11 and the Directors, the information contained in the Prospectus is in accordance with the facts and the Prospectus makes no omission likely to affect its import. In connection with this document, no person is authorised to give any information or make any representation other than as contained in this document.

Subject to FSMA, the Prospectus Regulation Rules and applicable laws, the delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of TP11 since the date of this document or that the information in this document is correct as at any time after this date.

The Prospectus has been approved by the Financial Conduct Authority, as competent authority under the UK version of Regulation (EU) 2017/1129. The FCA only approves the Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK version of Regulation (EU) 2017/1129. Such approval shall not be considered as an endorsement of TP11 or the quality of the New Shares that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the New Shares. The Prospectus has been drawn up as part of a simplified prospectus in accordance with Article 14 of the UK version of Regulation (EU) 2017/1129

Persons receiving this document should note that Howard Kennedy Corporate Services LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sponsor for TP11 and no-one else and will not, subject to the responsibilities and liabilities imposed by FSMA or the regulatory regime established thereunder, be responsible to any other person for providing the protections afforded to customers of Howard Kennedy Corporate Services LLP or providing advice in connection with any matters referred to herein.

Triple Point VCT 2011 plc
(registered number 07324448)

Offer for subscription to raise up to £10,000,000 by the issue of New Venture Shares
of 1 penny each, with an over-allotment facility of a further £15,000,000,
in the capital of Triple Point VCT 2011 plc

Sponsor: Howard Kennedy

The A Shares, B Shares and Venture Shares in issue at the date of this document are listed on the premium segment of the Official List of the FCA and traded on the London Stock Exchange's main market for listed securities. An application has been made to the FCA for all of the New Venture Shares to be issued under the Offer to be listed on the premium segment of the Official List and an application will be made to the London Stock Exchange for the New Venture Shares to be admitted to trading on its main market for listed securities and if such applications are successful it is expected that such admission will become effective and that trading will commence within 10 Business Days of their allotment.

Your attention is drawn to the risk factors set out on pages 12 to 14 of this document. Prospective investors should read the whole text of this document and should be aware that an investment in TP11 involves a high degree of risk and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. All statements regarding TP11's business, financial position and prospects should be viewed in light of such risk factors.

The contents of this document and the information incorporated herein by reference should not be construed as legal, business or tax advice. Neither TP11 nor any of its Directors, representatives or advisers are making any representation to any offense, purchaser or acquirer of the New Venture Shares regarding the legality of an investment in the New Venture Shares by such offense, purchaser or acquirer under the laws applicable to such offense, purchaser or acquirer.

The attention of persons receiving this document who are resident in, or who are citizens of, territories outside the United Kingdom is drawn to the information under the heading "Investors not resident in the UK" in Section B of Part 1. The New Venture Shares have not and will not be registered under the United States Securities Act 1933 (as amended) or the United States Investment Company Act 1940 (as amended). The attention of persons receiving this document is also drawn to the risk factors on pages 12 to 14 of this document.

The Offer is conditional upon the passing of resolution 2 at the General Meeting.

Copies of this document are available for inspection on the National Storage Mechanism's website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism following the date of publication and may be obtained free of charge for the duration of the Offer, by collection from:

The Triple Point Group
1 King William Street
London EC4N 7AF

SUMMARY 5

RISK FACTORS 12

GENERAL 15

PART 1

SHARE OFFER BY TP11: CHAIR'S LETTER 16

EXPECTED TIMETABLE IN RESPECT OF THE OFFER 19

OFFER STATISTICS 19

COSTS AND COMMISSIONS RELATING TO THE OFFER 20

SECTION A: INFORMATION RELATING TO TP11 AND THE OFFER 21

SECTION B: TAX POSITION OF INVESTORS UNDER THE OFFER 48

SECTION C: TAX POSITION OF TP11 50

PART 2

FINANCIAL INFORMATION ON TP11 52

PART 3

INVESTMENT PORTFOLIO AND PRINCIPAL INVESTMENTS OF TP11 54

PART 4

ADDITIONAL INFORMATION ON TP11 58

PART 5

DEFINITIONS 76

PART 6

TERMS AND CONDITIONS OF APPLICATION FOR NEW VENTURE SHARES UNDER THE OFFER 80

Summary

Introduction and Warnings

	Name and ISIN of Securities	Venture shares of 1 pence each (ISIN: GB00BDTYGZ09) ("New Venture Shares").
	Identity and Contact Details of Issuer	Triple Point VCT 2011 plc (the "Company" or "TP11") was incorporated and registered in England and Wales on 23 July 2010 as a public company limited by shares under the Companies Act 2006 with registered number 07324448, and its registered address is 1 King William Street, London, EC4N 7AF (LEI: 213800A00AQA5XQDEA89). The Company can be contacted at on +44 (0) 20 7201 8989.
	Competent Authority approving the Prospectus	The Financial Conduct Authority ("FCA"), 12 Endeavour Square, London EC20 1JN, telephone 020 7066 1000.
	Date of Approval of the Prospectus	15 September 2021.
	Warnings	(a) This summary should be read as an introduction to the Prospectus.
(b) Any decision to invest in the securities should be based on a consideration of the Prospectus as a whole by the investor.
(c) An investor could lose all or part of their invested capital.
(d) Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only where this summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where 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 the New Venture Shares.

Key Information on the Issuer

	Who is the Issuer of the Securities?
	Domicile and legal form	The Company is domiciled in England and was incorporated and registered in England and Wales on 23 July 2010 as a public company limited by shares under the Companies Act 2006 ("CA 2006") with registered number 07324448 (LEI: 213800A00AQA5XQDEA89). The principal legislation under which the Company operates is the CA 2006 and the regulations made thereunder.
	Principal Activities	The Venture Share fund aims to provide investors with exposure to young, innovative companies with the potential to deliver groundbreaking technology or products at scale, transform markets and achieve significant growth over an expected investment horizon of five to seven years.

	Major Shareholders	TP11 is not aware of any person or persons who (i) have, or who following the proposed offer for New Venture Shares (the "Offer") will or could have, directly or indirectly voting rights representing 3% or more of the issued share capital of TP11 or (ii) can, or could following the Offer, directly or indirectly exercise control over TP11. There are no different voting rights for any shareholder.
	Directors	The Directors of the Company (all of whom are non-executive) are:
Elizabeth Jane Owen
James Chadwick Murrin
Timothy Clarke.
	Statutory Auditors	The statutory auditor of the Company is BDO LLP, 150 Aldersgate Street, London EC1A 4AB.
	What is the key financial information regarding the issuer?		Audited financial results for the year ended 28 February 2021
		Net assets (£'000)	23,331
		Net Asset Value per A Share (p)	52.43
		Net Asset Value per B Share (p)	57.36
		Net Asset Value per Venture Share (p)	93.26
		Dividend per A Share (p) (paid in the period)	6.75
		Dividend per B Share (p) (paid in the period)	5
		Dividend per Venture Share (p) (paid in the period)	3
		Investment Return (£'000)	(2,111)
		Expenses (£'000)	698
		Profit / (loss) before taxation (£'000)	(2,809)
		Expenses as a percentage of average Shareholders' funds (%)	2.99
		Total comprehensive income/(loss) (after tax) (£'000)	(2,752)

		Performance fee (accrued/paid) (£'000)	Nil
		Investment management fee (accrued/paid) (£'000)	336
		Any other material paid to service providers (£'000)	40
		Earnings/(loss) per A Share (p)	1.40
		Earnings/(loss) per B Share (p)	(40.41)
		Earnings/(loss) per Venture Share (p)	(1.16)
		Issued Shares	9,951,133 A Shares
6,805,351 B Shares
15,232,390 Venture Shares

	What are the key risks that are specific to the issuer?	Set out below is a summary of the most material risk factors specific to the Company.

• The value of a venture capital trust depends on the performance of the underlying assets. It can take a number of years for the underlying value or quality of the businesses of smaller companies, such as those in which the Company invests, to be fully reflected in their market values and their market values are often also materially affected by general market sentiment, which can be negative for prolonged periods.

• The Company's investments may be difficult, and take time, to realise. There may also be constraints imposed on the realisation of investments in order to maintain the tax status of the Company. These factors may affect the performance of the Company and the returns for investors.

• The Covid-19 pandemic is likely to continue to have a significant impact on the UK and global economy, affecting workers and businesses of all sizes. Despite the UK Government's fiscal measures and additional tax and other benefits to support small businesses, the Company's investee companies may, again, be adversely impacted by the pandemic, as too the returns for investors.

• The Finance (No 2) Act 2015 introduced a maximum age limit for Qualifying Investments generally and a maximum amount of risk finance state aid which a VCT qualifying company can receive over its lifetime. Companies receiving VCT funds are not permitted to use those funds to acquire shares, businesses or certain intangible assets. These changes may mean that there are fewer opportunities for investment, that TP11 may not be able to provide further investment funds for companies already in its portfolio and that if a lack of funding was to cause those companies to become insolvent, may mean that TP11's portfolio is less diverse than would otherwise be the case.

• The Finance Act 2018 introduced a new "risk-to-capital" condition for VCT qualifying investments, designed to focus investments towards earlier stage, growing businesses, and away from investments which could be regarded as lower risk. TP11 may not make any prohibited VCT non-qualifying investments, including those which breach the "risk-to-capital" condition. These changes may mean that there are fewer opportunities for investment and that TP11 may not be able to provide further investment funds for companies already in its portfolio and that if a lack of funding | |

was to cause those companies to become insolvent, may mean that TP11's portfolio is less diverse than would otherwise be the case.

Key Information on the Securities

	What are the main features of the securities?
	Type, class and ISIN of securities	The Company will issue New Venture Shares of 1 penny each under the Offer. The ISIN of the New Venture Shares is GB00BDTYGZ09.
	Currency, par value and number to be issued	The currency of the New Venture Shares is Sterling, having a par value of 1 penny each and pursuant to the Offer the Company will issue up to £10,000,000 of New Venture Shares with an over-allotment facility for up to a further £15,000,000 of New Venture Shares.
	Rights attaching to the securities	As regards income:
The holders of the Venture 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 Venture Shares and from income received and accrued from the portfolio attributable to the Venture Shares, in accordance with TP11's articles of association.

As regards capital:
On a return of capital on a winding up or on a return of capital (other than on a purchase by TP11 of its shares) the surplus capital and assets attributable to the Venture Shares shall be divided amongst the holders of the Venture Shares pro rata according to the nominal capital paid up on their respective holdings of Venture Shares, in accordance with TP11'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 Venture Shares present in person or by proxy shall on a poll have one vote for each such Venture Share of which he is the holder.

As regards redemption:
The Venture Shares are not redeemable.

As regards conversion:
The Venture Shares have no conversion rights. |
| | Seniority of securities | The New Venture Shares that are the subject of the Offer shall rank equally with the existing Venture Shares in the event of an insolvency of the issuer. |
| | Restrictions on the free transferability of the securities | There are no restrictions on the free transferability of the Venture Shares. |

	Dividend policy	TP11 has distributed 3 pence per Venture Share in the financial year ending 28 February 2022 and is targeting regular dividends of up to 5 pence per Venture Share per annum thereafter. TP11's ability to pay dividends is subject to the existence of realised profits, legislative requirements, and the available cash reserves of TP11. These are targets, and no projection or forecast is expressed or to be implied.
	Where will the securities be traded?	An application has been made to the FCA for the New Venture Shares issued pursuant to the Offer to be admitted to the premium segment of the Official List and will be made to the London Stock Exchange for the New Venture Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that each such admission will become effective, and that dealings in the New Venture Shares will commence, within 10 Business Days of their allotment.
	What are the key risks that are specific to the securities?	Set out below is a summary of the most material risk factors specific to the securities
• The market price of the Venture Shares may not fully reflect their underlying net asset value ("NAV"), and dividends may not be paid over time as expected.
• As with all VCT investments, despite being a listed security there is likely to be an illiquid market in the Venture Shares and investors are likely to find it difficult to realise their investment.
• If a Shareholder disposes of his or her Venture Shares within five years of issue, he or she will be subject to clawback by HMRC of any income tax reliefs originally claimed.
• Tax relief on subscriptions for Venture Shares is restricted if, within 6 months of subscription, whether before or after the subscription, the investor also disposes of Shares in the Company.

Key Information on the Offer of Securities to the Public and/or Admission to Trading on a Regulated Market

| | Under which conditions and timetable can I invest in this security? | Amount of Offer
Up to £10,000,000 of New Venture Shares are being made available under the Offer at the offer price set out below, with an over-allotment facility for up to a further £15,000,000 of New Venture Shares. The New Venture Shares are payable by an applicant in full upon application.

Pricing of the Offer
The price per New Venture Share will be determined by Triple Point Investment Management LLP (the "Investment Manager" or "Triple Point"), the Company's investment manager, and agreed by the board of directors of the Company (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 New Venture Shares reflects Triple Point's initial charge and any initial and ongoing adviser charges (initial adviser charges and ongoing adviser charges for up to 5 years, if any, of up to, in aggregate, 4.5% of the monies received from an investor can be facilitated by TP11 and Triple Point respectively). Triple Point's initial charge and any initial and ongoing adviser charges will be deducted from the monies received from an investor in determining the number of New Venture Shares to be issued to an investor under the Offer):

Price per New Venture Share = (A) / {100 - ([(B) + C] x 100)} (in units of £ per New Venture Share) |
| --- | --- | --- |

Where:
(A) is the latest published NAV per Venture Share
(B) is the percentage initial charge payable by TP11 to Triple Point, which includes the percentage initial commission (if any) payable by Triple Point to an authorised introducer
(C) is the percentage initial and ongoing adviser charge (if any)

The price per New Venture Share (calculated in accordance with the formula above) will be rounded to the nearest 0.001 pence.

Investors who are existing shareholders of TP11, and whose application forms are accepted prior to 31 December 2021, will benefit from the costs of the Offer being reduced by 1%. Applicants will receive this reduction in the form of additional New Venture Shares, which will be paid for by Triple Point and issued in accordance with the above pricing formula.

Terms, Conditions and Timetable

The Offer is conditional upon the passing of resolution 2 at the general meeting of the Company to be held on 18 October 2021.

The Offer opens on 15 September 2021. The deadline for receipt of applications, and cleared funds, for final allotment in 2021/2022 tax year is 12 noon on 5 April 2022 and the deadline for receipt of applications, and cleared funds, for final allotment in the 2022/2023 tax year is 12 noon on 29 July 2022. The closing date of the Offer, and the deadline for receipt of applications and cleared funds for the final allotment with respect to the Offer in respect of the 2022/2023 tax year, may be extended by the Directors at their absolute discretion to a date no later than 14 September 2022. It is expected that the admission to trading on the London Stock Exchange plc's main market for listed securities of the New Venture Shares that are the subject of the Offer will become effective within 10 Business Days of their allotment.

Expenses Charged to the Investor

The costs and expenses relating to the Offer (assuming a full subscription of £10,000,000, including the £15,000,000 over-allotment facility and that the issue costs per New Venture Share are 5.5%, payable by TP11) are £1,375,000 (excluding VAT). The Investment Manager has agreed to indemnify the Company in respect of the amount by which the costs of the Offer exceed 5.5%, excluding VAT, of the aggregate value of accepted applications for New Venture Shares under the Offer.

Investors will indirectly bear the costs of the Offer in which they participate through the calculation of the Offer Price, which includes an allowance for issue costs of 5.5% or such lower percentage as may be agreed by the Board and the Investment Manager to reflect a reduction in the issue costs.

Adviser Charges and Commission

Adviser Charges

Commission is generally not permitted to be paid by TP11 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. Initial adviser charges and ongoing adviser charges for up to 5 years, if any, of up to, in aggregate, 4.5% of monies received from an investor can be facilitated by TP11 and the Investment Manager respectively, which will be deducted from the monies received in determining the number of New Venture Shares to be issued to an investor. Investors should receive income tax relief on their full subscription amount (which includes initial adviser charges but excludes ongoing adviser charges).

| | | Commission
Commission of up to 3% may be paid 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. Additionally, provided that the intermediary continues to act for the investor, that the investor continues to be the beneficial owner of the New Venture Shares, subject to applicable laws and regulations, and that Triple Point is still engaged by TP11 under the IMA, the intermediary will usually be paid, subject to Triple Point's full discretion on both the amount and duration, an annual trail commission of 0.5% of each relevant investor's holding in the Venture Share Fund, which will be paid out of the investment management fees payable to Triple Point in respect of the Venture Share Fund for no more than 10 years from the date of investment.

Dilution
On the basis of full subscription under the Offer of £25,000,000, including full utilisation of the over-allotment facility and at an Offer Price of 114.74074 pence per New Venture Share, the Venture Shares in issue will be diluted by 48.6%. As a result of the Offer, there will be no dilution of the A ordinary shares or the B ordinary shares in issue as no A or B ordinary shares are being offered for subscription under the Offer. |
| --- | --- | --- |
| | Why is this prospectus being produced? | The intention of the Offer is to raise capital in the Venture Share class fund (the "Venture Share Fund") to ultimately acquire (and subsequently maintain) a portfolio of VCT qualifying investments where the focus will be on early stage companies. TP11 will have the ability to invest the Venture Share Fund in a variety of sectors where the Investment Manager is confident that investments can be structured to meet TP11's investment strategy.

The total net proceeds of the Offer, after all fees, are £23,625,000 (assuming a full subscription of £25,000,000 including the £15,000,000 over-allotment facility, and that the issue costs per New Venture Share are 5.5%).

The Offer is not subject to an underwriting agreement.

No conflict of interest is material to the Offer. |

RISK FACTORS

TP11 and the Directors consider the following risks to be material to TP11 and the Venture Shares and prospective Investors should consider these as well as the other information in the Prospectus before investing. If a risk described below was to occur, it could have a material adverse effect on TP11's business, financial condition or results of operations. Also set out below are risks relating to TP11's investments, risks relating to tax reliefs including TP11's status as a VCT, and risks relating to the Investment Manager. Additional risks and uncertainties currently unknown to TP11 and the Directors or which TP11 and the Directors currently believe are immaterial may also have a materially adverse effect on TP11's business, financial condition or results of operations.

Risks relating to TP11

Investment in smaller companies, such as those targeted by the Venture Share Fund, can take a number of years before the underlying value or quality of the businesses are fully reflected in the market value of their shares. Their market value is also often materially affected by general market sentiment, which may be negative for prolonged periods. This may adversely affect the performance of TP11 and, consequentially, the returns for Investors.
TP11's investments may be difficult, and take time, to realise. There may also be constraints imposed on the realisation of investments in order to maintain the tax status of TP11. These factors may affect the performance of TP11 and the returns for investors.
TP11's investee companies may, again, be adversely impacted by the pandemic, any UK Government's restrictions in light of the pandemic and resulting disruption caused to consumer demand. Whilst the UK Government has provided financial support and implemented fiscal and other measures to support small businesses, the UK Government may vary significantly the restrictions it has imposed on business activities, the financial support it is currently providing to businesses and the other fiscal measures it has taken. The effect of these on TP11's investee companies is, therefore, difficult to predict. In addition, the general disruption caused by the virus may make it more difficult to value TP11's investments in investee companies on an on-going basis. Accordingly, the returns for Investors may be adversely affected by these factors.
Qualifying conditions that became effective in the Finance (No 2 Act) 2015 introduced a maximum age limit for 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. These changes may mean that there are fewer opportunities for investment, that TP11 may not be able to provide further investment funds for companies already in its portfolio and that if a lack of funding was to cause those companies to become insolvent, may mean that TP11's portfolio is less diverse than would otherwise be the case.
The Finance Act 2018 introduced a new "risk-to-capital" condition for Qualifying Investments, designed to focus investments towards earlier stage, growing businesses, and away from investments which could be regarded as lower risk. TP11 may not make any prohibited non-Qualifying Investments, including those which breach the "risk-to-capital" condition. These changes may mean that there are fewer opportunities for investment, that TP11 may not be able to provide further investment funds for companies already in its portfolio and that if a lack of funding was to cause those companies to become insolvent, may mean that TP11's portfolio is less diverse than would otherwise be the case. Whilst HMRC have stated that VCT status will not be withdrawn where an investment is ultimately found to be non-qualifying if, after taking reasonable steps including seeking advice, a VCT considers that an investment was qualifying, violation of any of these conditions could result in the loss of VCT status by TP11 or HMRC requiring rectification of the breach, which may mean TP11 is forced to dispose of the investment at a loss.
TP11 intends, but does not guarantee, to produce regular tax-free dividends for its shareholders. In respect of the Venture Share Fund, TP11 has distributed 3 pence per Venture Share in the financial year ending 28 February 2022 and is targeting regular dividends of up to 5 pence per Venture Share per annum thereafter. TP11's ability to distribute dividends on an annual basis will be determined by the existence of realised profits, legislative requirements, and available cash reserves. There is

no certainty as to any level of dividends. The dividend targets may not be achieved, and all dividend payments are subject to TP11 having adequate distributable reserves and cash reserves.

The terms that the British government has negotiated relating to the UK's future relationship with the European Union may have an adverse impact on sales demand, material and labour costs and availability and cost of finance for TP11's underlying investee companies and, consequently, may have an adverse impact on TP11's business model, business operations, or financial results and the returns to Investors.

Risks relating to the Venture Shares

The market price of the Venture Shares may not fully reflect their underlying net asset value ("NAV"), and dividends may not be paid over time as expected.
Although it is intended that the Venture Shares will be listed on the premium segment of the Official List and admitted to trading on the London Stock Exchange, shares in VCTs are inherently illiquid and there may be a limited market in the Venture Shares and Investors may, therefore, have difficulty in selling them.
If a Shareholder disposes of his or her Venture Shares within five years of issue, he or she will be subject to clawback by HMRC of any income tax reliefs originally claimed.
Tax relief on subscriptions for shares in a VCT is restricted where, within six months (before or after) that subscription, the Investor had disposed of shares in the same VCT or a VCT which is known to be merging with that VCT. Existing Shareholders should be aware that the sale of existing Shares within these periods could, therefore, put their income tax relief relating to the Offer at risk.

Risks relating to TP11's investments

TP11 is required to ensure that no single investment will represent more than 15% of the aggregate NAV of TP11. However, in respect of the Venture Share Fund, TP11 may invest in companies in the same sector and its income may derive mainly from that sector. In the event of a sector downturn and/or regulatory changes within the sector or sectors from which income is derived, the level of returns for the Venture Share Fund could be adversely affected which may increase the risk to Investors.
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. In particular, small companies such as those targeted by the Venture Share Fund often have limited product lines, markets or financial resources. Such companies may be more susceptible to political, exchange rate, taxation and other regulatory changes than larger companies. The market for securities in smaller companies is also often less liquid than that for securities in larger companies. This brings with it potential difficulties in acquiring, valuing and disposing of such securities. Investment returns will therefore be uncertain and involve a higher degree of risk than investment in other, larger companies.
Securities held by TP11 may have redemption or lock-in periods that affect liquidity and which could result in the premature or delayed realisation of investments.
Delays in the investment programme can either result in part of the Offer's net proceeds being held in cash or similarly liquid investments for longer than anticipated or investments not being realised in line with the expected schedule.

Risks relating to tax reliefs including TP11's status as a VCT

TP11 intends to manage its affairs in respect of each accounting period so as to maintain approval as a VCT. However, there can be no guarantee that TP11 will be able to maintain VCT status. A failure of TP11 to meet and maintain the qualifying requirements for a VCT may cause HMRC to withdraw TP11's status as a VCT, which could result in: Investors being required to repay the 30% income tax relief received on subscription for Venture Shares; loss of income tax relief on dividends paid (or subsequently payable) by TP11; loss of tax relief previously obtained in relation to corporation tax on capital gains made by TP11; and a liability to capital gains tax on the disposal of Venture Shares.

Investments in TP11 should be regarded as long-term in nature, as any sale of Venture Shares within five years of subscription will result in the 30% income tax relief available upon investment becoming repayable.
VCT status will be withdrawn if, in respect of shares issued on or after 6 April 2014, a dividend is paid (or other forms of distribution or payments are made to Investors) from capital within three years of the end of the accounting period in which shares were issued to Investors. This may reduce the amount of distributable reserves available to TP11 to fund dividends and share buy backs.

Risks relating to Triple Point, the Investment Manager

Triple Point and its officers, agents and affiliates, company directors, and persons or company with whom they are affiliated or by whom they are employed may be involved in other financial, investment, or other professional activities which may result in conflicts of interest with the companies invested in. An interested party may not be liable to account to TP11 for any profit made in connection with these activities. In particular, the companies may trade with other companies that have received investment from Triple Point managed funds. There is the potential for conflicts of interest between Triple Point's responsibilities to TP11 and its responsibility to raise funds for the companies themselves and between TP11's responsibilities to represent the interests of Shareholders in different share classes. The Investment Manager maintains robust conflict of interest procedures to manage potential conflicts and issues are resolved at the discretion of the independent board of TP11.
TP11 may invest alongside other funds or entities managed or advised by the Investment Manager which would help TP11 to broaden its range of investments or the scale of opportunities further than if it were investing on its own. It is possible that conflicts may arise in these circumstances between different funds or between TP11 and the Investment Manager and in such circumstances that third parties may not be liable to account to TP11 for any profit made. The Investment Manager maintains robust conflict of interest procedures to manage potential conflicts and issues are resolved at the discretion of the independent board of TP11.

General

Forward-Looking Statements

Investors should not place undue reliance on forward-looking statements. This Prospectus includes statements that are (or may be deemed to be) "forward looking statements", which can be identified by the use of forward-looking terminology including the various terms "believes", "continues", "expects", "intends", "aims", "may", "will", "would", "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward looking statements involve risk and uncertainty because they relate to future events and circumstances. Save in relation to statements concerning working capital adequacy, forward-looking statements contained in this Prospectus, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future. These statements will be updated as and when required by the Prospectus Regulation Rules, the Listing Rules and the DTRs.

Governing Law

Unless otherwise stated, statements made in this Prospectus are based on the law and practice currently in force in England and Wales.

Non-Mainstream Pooled Investment Status and UK MiFID Laws

As TP11 is a closed-ended investment company, the Venture Shares will be "excluded securities" under the FCA's rules on non-mainstream pooled investments. Accordingly, the promotion of the Venture Shares is not subject to the FCA's restriction on the promotion of non-mainstream pooled investments. TP11 intends to conduct its affairs so that the Venture Shares can be recommended by financial advisers to retail investors in accordance with the rules on the distribution of financial instruments under the UK MiFID Laws. The Directors consider that the Venture Shares should be considered "non-complex" for the purposes of the UK MiFID Laws.

Websites

Without limitation, neither the contents of TP11's or the Investment Manager's website (or any other website referred to in this Prospectus) nor the content of any website accessible from hyperlinks on TP11's or the Investment Manager's website (or any other website referred to in this Prospectus) is incorporated into, or forms part of this Prospectus.

Withdrawal

TP11 may update the information provided in this Prospectus by means of a supplement if a significant new factor that may affect the evaluation by prospective Investors occurs after the publication of this Prospectus or if this Prospectus contains any material mistake or substantial inaccuracy. Any such supplement will be subject to approval by the FCA and will be made public in accordance with the Prospectus Regulation Rules. In the event that TP11 is required to publish a supplement prospectus prior to Admission, applicants who have applied for New Venture Shares under the Offer shall have the right to withdraw their applications for New Venture Shares made prior to the publication of the supplement prospectus. Such withdrawal must be made within the time limits and in the manner set out in any such supplement prospectus (which shall be at least two clear Business Days following the publication of the relevant supplement prospectus). If the application is not withdrawn within the stipulated period, any offer to apply for New Venture Shares under the Offer will remain valid and binding. Applicants who have applied for New Venture Shares via an intermediary should contact the relevant intermediary for details of how to withdraw an application.

PART 1: SHARE OFFER BY TP11

CHAIR'S LETTER

Triple Point VCT 2011 plc
1 King William Street
London EC4N 7AF

15 September 2021

Dear Investor,

Since its successful launch in April 2011, TP11 has raised gross proceeds of over £57 million, which up to 28 February 2021 had been invested in more than 51 companies. Our investee companies span multiple sectors, from hydroelectricity to enterprise software, and have provided our Shareholders with strong risk-adjusted returns over the life of TP11.

We are proud to have generally achieved good returns for Shareholders and are seeking to build on this success by raising further funds through the Offer.

I am pleased to introduce TP11's new offer to subscribe for New Venture Shares in TP11's Venture Share Fund. This follows the offers for subscription for Venture Shares that were launched by TP11 in September 2018, September 2019 and September 2020 which raised nearly £6.6 million, £5.8 million and £10.7 million respectively. An investment under the Offer in the Venture Share Fund will give you exposure to a portfolio of early stage companies with the potential for significant long term tax free capital growth and long term tax free income.

In addition, Existing Shareholders in TP11 will be eligible to receive a loyalty bonus of a 1% reduction in the costs of the Offer for applications received and accepted prior to 31 December 2021. More information can be found on page 10.

The Offer & the Venture Share Fund's Investment Approach

Founded in 2004, Triple Point has been investing in and supporting early stage businesses for close to 18 years and currently manages over £2.3 billion of private, institutional and public capital. Triple Point is proud of its track record, returning over £295 million to EIS and VCT investors and providing over £490 million of funding to 159 VCT and EIS investee companies. The Venture Share Fund builds on Triple Point's long track record with a distinct approach to early stage investing.

At the heart of the Venture Share Fund investment strategy is Triple Point Venture's strategy of proactively seeking out and investing into innovative young businesses with proven signs of demand, in turn increasing early stage chances of success. We call this a challenge-led investment strategy. Triple Point and TP11's Venture Share Fund, provide innovative early stage businesses with investment once there is evidence that their products and services are validated by the market. TP11 seeks to contribute to the acceleration of growth for these carefully selected businesses. Research into early stage business failures shows that more than 40% of start-up companies fail due to issues in the initial stage of testing market demand, for example where companies encounter problems relating to the market fit of their products and the nature of their business models (source: CB Insights).

For early stage companies, the journey from start-up to scale-up is usually the most uncertain time in its lifecycle. The Venture Share Fund's investment strategy has been developed to help young companies to establish themselves as market fit faster and increase their chances of reaching scale. The Venture Share Fund typically invests in early-stage businesses that have worked to achieve early product market fit by securing a material or significant contract with a corporate customer. With this approach, we believe we are typically investing at an early stage than many of our older VCT peers which often means that valuations are lower than for later stage funding rounds, while our challenge-led approach allows us to mitigate some of the significant risks of early stage investing.

Our investment opportunities are usually sourced through Triple Point's established network of entrepreneurs, innovation specialists and venture capitalists (the "Triple Point Venture Network"), a number of which work proactively with high-growth companies actively solving problems for large corporates. Sometimes applications for funding will come direct to Triple Point, for example via the Venture team's Kick-

Start Initiative for earlier stage growth businesses. The Venture Fund has, to date, invested into 11 different sectors and has achieved a 48% gain on investments over 12 months old.

TP11 is seeking to raise £10 million, with an over-allotment facility of a further £15 million, through the Offer which will be open from 15 September 2021 until 29 July 2022, unless fully subscribed at an earlier date or unless previously extended by the Directors, to a date no later than 14 September 2022. An application will be made for all of the New Venture Shares issued under the Offer to be admitted to trading on the London Stock Exchange's main market for listed securities. You can invest between £3,000 and £200,000 in the Offer in either or both of the 2021/2022 and 2022/2023 tax years. The minimum investment of £3,000 applies to each tax year and therefore, to invest in both tax years, the minimum total commitment is £6,000. The proceeds of the Offer will be kept separate from the investments in which the A Share class and the B Share class participate.

The Venture Share Fund intends to pay regular tax-free dividends and has paid a dividend of 3 pence per Venture Share in the financial years ending 28 February 2021 and 28 February 2022, being a total of 6 pence per Venture Share paid to date. The Venture Share Fund is now targeting an annual dividend of up to 5 pence per Venture Share, subject to capital realisations and income generated by investments. We anticipate that a significant proportion of this target dividend will come in the form of special dividends as investments mature over time. TP11's ability to distribute dividends on an annual basis will be determined by the availability of distributable reserves, by legislative requirements and cash. The dividend targets may not be achieved and there is no certainty that any dividends will be paid. No projection or forecast is expressed or implied.

Covid-19: A Catalyst for Innovation

Over the past year, we were pleased to see the Venture Share Fund portfolio demonstrate resilience. As I set out to you in my letter last year, a period of adversity can also represent a period of opportunity for investors. We remain of this view. As such, we feel that now is a good time to raise additional capital to be in a position to react to and benefit from any new opportunities as they arise at this stage of the Covid-19 pandemic.

Historically, periods of economic difficulty have been a catalyst for innovation. During the global financial crisis of 2008 and 2009, over 20 unicorns (businesses with a valuation of US$1 billion plus) were founded including: Cloudflare, Twilio, WhatsApp, Uber, Square, Instagram, Airbnb, Pinterest, Spotify, Dropbox, Slack, Cloudera, Credit Karma, Vox Media, Evernote, and more. Other notable tech companies formed during prior recessions include: Apple, Microsoft, Mailchimp and IBM.

Today, the world is a different place from what than it was before the pandemic. It is not an exaggeration to say that the way we do almost everything has, to some extent, changed. This change has brought with it an array of opportunities for innovative start-ups and creative entrepreneurs. Covid-19 has not slowed start-up's appetite for Venture Capital funding, far from it, and by raising additional funds now, we will be primed to back the next wave of disruptive technology as it arises in the coming months and years. We continue to see a great deal of opportunity to invest in new ideas taking advantage of innovation in Open Banking, Digital Health, Robotic Automation, Digital Infrastructure, and many other sectors.

The majority of our Venture Share Fund investments have been made since the advent of Covid-19. As a relatively new VCT share class, we are not weighed down by legacy investments in slower growing or debt-based business models and have a developing portfolio that will be exposed overwhelmingly to post-Covid innovation.

Returns for Investors

While by venture capital standards it is still early days for the share class, we have seen a pleasing improvement in the net asset value per share in recent months as a number of our 2019 cohort of portfolio companies not only bounced back from the Q2 2020 Covid-19 induced economic slump, but matured to the point of raising significant new capital in later stage funding rounds. On 28 May 2021 TP11 announced an unaudited NAV per Venture Share of 101.66 pence per share, an increase of 8.36% in comparison to 28 February 2021. On 13 July 2021 TP11 announced an unaudited NAV per Venture Share of 105.99p, an increase of 4.88% in comparison to the unaudited NAV per Venture Share as at 28 May 2021 and on 4 August 2021 TP11 announced a further unaudited NAV per Venture Share as at that date of 108.43p, an increase of 2.3% in comparison to the 13 July 2021 NAV per Venture Share.

Meanwhile, depending on their personal circumstances, new qualifying UK tax-paying investors should benefit from 30% income tax relief as well as the tax-free dividend potential referred to above.

Investment by Triple Point

Triple Point believes it is important that it shares the risk alongside our investors by continuing to invest its own money into our products.

To date, the partners and employees of Triple Point have together invested over £4m in Triple Point managed products. This includes £0.3m in TP11.

How to Apply

You will find the Application Form for the Offer on TP11's website http://www.triplepoint.co.uk. The terms and conditions of subscription for New Venture Shares are set out on pages 80 to 82, and the risks related to investing in the New Venture Shares are outlined on pages 12 to 14. I would like to thank all our existing Shareholders for their past support as TP11 moves forward with this new, exciting offering.

I look forward to welcoming you as a Shareholder.

Yours Sincerely

Jane Owen

Chair

EXPECTED TIMETABLE IN RESPECT OF THE OFFER

Offer opens	15 September 2021
Deadline for receipt of applications, and cleared funds, for final allotment in 2021/2022 tax year	12 noon on 5 April 2022
Deadline for receipt of applications, and cleared funds, for final allotment in 2022/2023 tax year	12 noon on 29 July 2022
First allotment	on or before 5 April 2022
Offer closes	29 July 2022

Admission and dealings expected to commence within 10 Business Days of any allotment.

The above deadlines are subject to the Offer not being fully subscribed by an earlier date. The final closing date of the Offer, and the deadline for receipt of applications and cleared funds for the final allotment in the 2022/23 tax year, may be extended by the Directors at their absolute discretion to a date no later than 14 September 2022. The Directors reserve the right to allot and issue New Venture Shares at any time whilst the Offer remains open. Definitive share and tax certificates will be despatched and CREST accounts credited as soon as practicable following allotment of New Venture Shares. The Offer is not underwritten.

OFFER STATISTICS

Offer Price per New Venture Share	As determined by the Venture Share Price Calculation*
Maximum costs of the Offer**	£1,375,000
Maximum Net Proceeds of the Offer**	£23,625,000
Maximum number of New Venture Shares to be issued under the Offer***	21,788,250

Authorised introducers: up to 3% of the gross amount invested by professional and execution-only clients may be paid to authorised introducers plus, subject to Triple Point's full discretion on both the amount and duration, 0.5% of each relevant Investor's holding in the Venture Share Fund for up to 10 years from the date of investment, provided that the intermediary continues to act for the Investor, that the Investor continues to be the beneficial holder of the New Venture Shares, subject to applicable laws and regulations, and that Triple Point is still engaged by TP11 under the IMA.

*The Venture Share Price Calculation is described on page 46.

**Assuming a full subscription of £25,000,000, including the £15,000,000 over-allotment facility, and that the average issue costs per Venture Share are 5.5%.

***Assuming a full subscription of £25,000,000, including the £15,000,000 over-allotment facility, a NAV per Venture Share of 108.43 pence for the purpose of the Venture Share Price Calculation, and that the average issue costs per Venture Share are 5.5%.

COSTS AND COMMISSIONS RELATING TO THE OFFER

Costs and details of the Offer

Retail Clients

Triple Point's fee* 2.5%

Adviser charges

As agreed between an authorised financial adviser and the Investor. Initial adviser charges and ongoing adviser charges for up to 5 years, if any, of up to, in aggregate, 4.5% of the subscription amount can be facilitated by TP11 and Triple Point respectively, which will reduce the amount subscribed under the Offer. For further details see page 47.

Professional Clients and Execution-Only Clients

Triple Point's fee* 5.5%

Of which initial commission payable to authorised introducers*

Up to 3%

Trail commission payable to authorised introducers**

Subject to Triple Point's full discretion on both the amount and duration, 0.5% per annum, payable for up to 10 years.

*Of the aggregate value of accepted applications for New Venture Shares (or such lower percentage as may be agreed by the Board and the Investment Manager).

**Of each relevant Investor's holding in the Venture Share Fund and provided the authorised introducer continues to act for the Investor, that the Investor continues to be the beneficial owner of the New Venture Shares, subject to applicable laws and regulations, and that Triple Point is still engaged by TP11 under the IMA.

SECTION A

INFORMATION RELATING TO TP11 AND THE OFFER

ADVISERS TO TP11

Directors (all non-executive)
Elizabeth Jane Owen (Chairman)
James Chadwick Murrin
Timothy Clarke

all of: Registered Office
1 King William Street
London
EC4N 7AF

Company Secretary
Hanway Advisory Limited
1 King William Street
London
EC4N 7AF

Investment Manager and Administrator
Triple Point Investment Management LLP
1 King William Street
London
EC4N 7AF

Sponsor
Howard Kennedy Corporate Services LLP
No. 1 London Bridge
London
SE1 9BG

Solicitors
Howard Kennedy LLP
No. 1 London Bridge
London
SE1 9BG

VCT Tax Adviser
Philip Hare & Associates LLP
Hamilton House
1 Temple Avenue
London
EC4Y 0AH

Auditor
BDO LLP
150 Aldersgate Street
London EC1A 4AB

Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE

Receiving Agent
Triple Point Administration LLP
1 King William Street
London
EC4N 7AF

Introduction to the Offer

Investment strategy targeting significant capital growth by investing in innovative companies

TP11's Offer for New Venture Shares builds on Triple Point's long track record of investing in small, growing UK companies. The Offer aims to provide Investors with exposure to young, innovative companies with the potential to deliver ground-breaking technology or products at scale, transform markets and achieve significant growth over an expected investment horizon of five to seven years. Businesses targeted by the Venture Share Fund will qualify for VCT investment and will have the potential to generate long term capital growth for TP11. Where possible, companies will also generate an income for TP11.

The Venture Share Fund generally uses a "challenge-led" investment strategy, which starts with identifying problems faced by large corporates. Triple Point, together with its network of entrepreneurs, corporate innovation specialists and venture capital investors (the "Triple Point Venture Network"), work with high-potential innovative small businesses that are best placed to solve those large, identified corporate problems. A large corporate identifying a problem will typically purchase the product/service of an innovative small business, establishing market validation for that business. Alongside market validation, the innovative small business will enter into a significant, material or transformational contract with the large corporate, helping to develop an established brand and produce revenue. It is transformational for the small business because accessing an established brand as a customer early in its lifecycle is not usually possible without significant time and effort and/or often an introduction from a respected and relevant angel investor. Once the contract is signed or there are indications of strong interest, TP11 invests in the small business. This approach focuses on creating close, lasting relationships between the innovative small business and corporates that enables both to flourish.

TP11 may be the sole investor, lead or cornerstone investor in the business or may decide to invest alongside a larger funding partner. The average size of investment into an investee company is approximately £500,000. TP11 may agree an option where possible to invest in the small innovative business prior to it being awarded a major contract or may invest before a company signs a contract where there are indications of strong commercial interest or founding team track record. Where an option is secured, a full investment is typically made when the company receives market validation through the award of a contract with a corporate.

The Venture Share Fund's strategy aims to increase the chance of success by investing in this way. Triple Point, together with the Triple Point Venture Network, provides on-the-ground execution expertise to the investee company during the period they are working on solving a large corporate's problem. This help allows Triple Point to understand potential investee companies and identify their potential before solving the large corporate's problem and winning a contract. Given the nature of this approach, target investee companies will usually be at an early stage of their lifecycle and seeking a significant capital injection in order to scale the business. The Triple Point Venture Network has access to more than 500 entrepreneurs and small innovative businesses.

In the UK, examples of household names that have received venture capital include Deliveroo, FarFetch, Revolut, Skyscanner and Betfair. It is an exciting asset class at the forefront of global trends and innovation. Small businesses are also the backbone of the UK economy, making up three fifths of private sector employment and over 99% of all private sector businesses at the start of 2019 (source: National Federation of Self Employed & Small Businesses). For these reasons, the UK Government recognises the importance of supporting and encouraging investment into this sector.

The Triple Point Venture Network works closely with qualifying companies and corporates with the aim of securing the very best investment opportunities for the Venture Share Fund. For this, the Venture Share Fund may pay the Triple Point Venture Network a fee of up to 2.5% on funds invested into qualifying companies. The fee is structured to align the long-term interests of the Triple Point Venture Network and the Venture Share Fund. Typically, this will be in the form of an issue of shares in the qualifying company. This fee is not payable to Triple Point but is paid only to external independent experts it partners with to help build the close innovative small business and corporate relationships as well as facilitating investments.

Alongside the "challenge-led" investment strategy, Triple Point will use its extensive industry knowledge to source other opportunities, some of which may be at a later stage of development than those identified by working with the Triple Point Venture Network. With this approach, Triple Point will provide Investors with access to a wide range of investments across sectors and technologies.

Target investee companies are likely to have already secured, or be in the process of securing, a contract from a meaningful organisation. In respect of the Venture Share Fund, TP11 has portfolio of more than 20 investments in different qualifying companies, and at investment typically takes equity stakes of 5-20% but with stakes being possibly more or less than this depending on the opportunity. Board rights will be sought where possible.

Triple Point is motivated to deploy the proceeds of the Venture Share Fund promptly into businesses. Triple Point anticipates deploying at least 80% of the proceeds of the Offer by 29 February 2024, with the intention of investing 90% or more of the Venture Share Fund in Qualifying Investments as soon as practicable. For liquidity management purposes, and to ensure the Venture Share Fund is income generating as soon as possible, up to 20% of the Venture Share Fund may be invested into permitted Non-Qualifying Investments including cash and other highly liquid investments with an attractive return profile (which may be repurchased, redeemed, or paid out on no more than seven days' notice).

TP11 is seeking to raise up to £10,000,000 under the Offer. If the Offer is over-subscribed, the Offer may be increased at the discretion of the Directors by up to a further £15,000,000. The proceeds of the Offer will be applied in accordance with TP11's Investment Policy as set out on pages 25 and 26. The Offer is conditional upon the passing of resolution 2 at the General Meeting.

The Offer will remain open until a date no later than 29 July 2022 unless fully subscribed at an earlier date or unless previously extended by the Directors, to a date no later than 14 September 2022. An application will be made for all of the New Venture Shares issued under the Offer to be admitted to trading on the London Stock Exchange's main market for listed securities.

A Tax Efficient Investment

The tax rules governing VCT investments make TP11 tax efficient for those with UK income tax liabilities. Taxpayers should benefit from a reduction of up to £3,000 in their tax bill for every £10,000 invested, provided the New Venture Shares are held for a period of at least five years and so long as TP11 maintains its VCT-qualifying status.

Dividend income from TP11 will be tax free and there will be no capital gains tax on a disposal of New Venture Shares.

Maximum effect of initial tax relief (illustrative)

	No VCT tax relief	VCT tax relief
Initial investment	£200,000	£200,000
30% income tax relief	Nil	(£60,000)
Effective current cost of the investment	£200,000	£140,000

This is a brief summary only and such tax benefits are subject to an Investor's individual circumstances and are limited to investments of up to £200,000 per tax year. Investors are encouraged to seek their own independent tax advice. Further general information on the tax reliefs available for investing in a VCT is given in Section B of Part 1.

Investment Policy of TP11

TP11's Investment Policy is as follows:

Investment Objectives

TP11's Investment Policy is directed towards new investments in businesses which either: (i) have the potential for high growth, or (ii) are cash flow generative businesses with a high quality customer base. All investment must provide the potential for a strong, positive, risk-adjusted return to investors. All investments will be made with the intention of growing and developing the revenues and profitability of the target businesses.

TP11 Venture Share Fund

TP11's Venture Share Fund focuses on providing funding to unquoted companies at an early stage in their lifecycle to help them grow and scale. TP11's Venture Share Fund typically makes initial investments of between £50,000 and £2 million and may make further follow on investments into existing portfolio companies. TP11 intends to build a portfolio of predominantly unquoted companies with significant growth potential across a diversified range of sectors.

TP11 A Share Fund and B Share Fund

The key objectives of TP11's A Share Fund and B Share Fund 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;
Make investments typically in the range of £500,000 to £5 million in companies with contractual revenues from financially sound counterparties; and
In respect of the B Share Fund only, provide investors with the option to exit shortly after 5 years following investment.

TP11 will not vary any of the above objectives for the Venture Share Fund, A Share Fund or B Share Fund to any material extent without the approval of the Shareholders.

Target Asset Allocation

TP11 aims to invest its capital fully in VCT Qualifying Investments. Where this is not practicable, the long term investment profile of TP11 is expected to be:

At least 80% in VCT Qualifying Investments, with a focus on unquoted companies with high growth potential for the Venture Share Fund; and
A maximum of 20% in permitted Non-Qualifying Investments, cash or cash-based similar liquid investments.

Qualifying Investments

Investment decisions made must adhere to HMRC's VCT qualification rules. In considering a prospective investment in a company, particular regard is made to:

the track record, expertise and ability of the management team with clear commercial and financial objectives;
a significant, often global, total addressable market;
the ability of the company to create and sustain a competitive advantage;
the quality of the company's assets, in particular where appropriate the ownership and effective use of proprietary technology and or an innovative product;
the high likelihood of a transformational corporate contract and established market fit and then the opportunity to develop regular, repeated income from new clients, leading to growth and long term profitability;
a high level of access to regular material financial and other information during the holding period;
an attractive valuation at the time of the investment;

the long-term prospect of being sold or listed in the future at a significant multiple of the initial investment value; and
in respect of the B Share Fund, the prospect of achieving an exit after 5 years of the life of the B Share Fund.

In respect of the Venture Share Fund, no more than 10% of the NAV of the Venture Share Fund (at the point of the investment), will be invested in companies which are not revenue-generating or where there is no expectation of revenues being generated in the near future.

As the value of investments increase, Triple Point will monitor opportunities for TP11 to realise capital gains to enable TP11 to make tax-free distributions to shareholders.

Non-Qualifying Investments

The Non-Qualifying Investments will be managed with the intention of generating a positive return. The Non-Qualifying Investments will comprise from time to time a variety of assets including (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

Any borrowing by TP11 for the purposes of making investments will be in accordance with TP11's articles of association. To the extent that borrowing is required, the Directors will restrict the borrowings of TP11 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 TP11 and any subsidiary undertakings for the time being, (excluding intra-group borrowings), will not, without shareholder approval, exceed 30 per cent of its NAV at the time of any borrowing.

Risk Diversification

TP11 aims to invest in a number of different businesses within different industry sectors but may focus investments in a single sector where appropriate to do so. No single investment by TP11 will represent more than 15 per cent of the aggregate NAV of TP11 at the time the investment is made.

Other Policies

Valuation Policy

All unquoted investments will be valued in accordance with International Private Equity and Venture Capital Valuation (IPEV), BVCA or similar guidelines. A brief summary of the IPEV/BVCA guidelines as they apply to TP11's investments is as follows:

Investments should be reported at fair value where this can be reliably determined by the Board on the recommendation of the Investment Manager.
In estimating fair value for an investment, the valuation methodology applied should be the most appropriate for a particular investment. Such methodologies, including the price of the recent investment, revenue multiples, earnings multiples, discounted cash flows and industry valuation benchmarks, should be applied consistently.
The price of a recent investment, if resulting from an orderly transaction, generally represents fair value as of that transaction date. At subsequent measurement dates, the price at investment may be an appropriate starting point for estimating fair value, taking into consideration the current facts and circumstances including changes in the performance of the investee company and its markets and any evidence of impairment.

Any quoted investments, if made, will be valued at prevailing bid prices.

Co-Investment Policy

TP11 may invest alongside other funds or entities managed or advised by the Investment Manager which should help TP11 to broaden its range of investments or the scale of opportunities than if it were investing on its own. Although the Investment Manager aims to avoid conflicts, it is possible that conflicts may arise between different funds or between TP11 and the Investment Manager. The Investment Manager maintains robust conflict of interest procedures to manage potential conflicts. All representatives and staff of the Investment Manager are responsible for reporting conflicts to the Investment Manager's conflicts committee. However, the Venture Share Fund investment team are specifically responsible for identifying conflicts for each potential investment made by the Venture Share Fund and reporting these to the Investment Committee. The Investment Committee is responsible for considering any conflicts before an investment is proposed to the independent Board.

Dividend Policy

TP11 will distribute by way of dividends such amount as ensures 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 TP11 will distribute most of its net income each year by way of dividend, subject to liquidity.

For the Venture Share Fund, TP11 has distributed 3 pence per Venture Share in the financial year ending 28 February 2022 and is targeting regular dividends of up to 5 pence per Venture Share per annum thereafter. TP11's ability to pay dividends is subject to the existence of realised profits, legislative requirements, and the available cash reserves of TP11. No forecast or projection is expressed or implied.

Investors who wish to have dividends paid directly into a bank account, rather than by cheque to their registered address, should complete the dividend mandate form which it is expected will be sent to an Investor within 30 days of an allotment. Further dividend mandate forms can be obtained upon request from the registered office of TP11.

Share Buy-Back Policy

TP11 aims, but is not committed, to offer liquidity to Shareholders through on-going buy-backs, subject to the availability of distributable reserves, at a target discount of 5% to net asset value.

Share Realisation Policy

After an anticipated holding period of between five and seven years, which may include follow-on investments into investee companies as appropriate, Triple Point intends to identify opportunities to exit Venture Share Fund investments. Exits will typically be realised through trade sales to businesses, acquisitions by private equity funds, or selling TP11 shareholdings to later stage venture and growth capital funds during the course of further investee company fund raising activity. Sales during the course of further investee company fund raising activity may include investee companies buying back shares at a price reflecting the valuation at that stage. The proceeds of any realisation will be used to identify further investment opportunities and to pay dividends to Investors.

The Board of Directors

The Board consists of three highly experienced Directors, all of whom are non-executive and independent of the Investment Manager. The Board is responsible for the overall control and management of TP11 with responsibility for its affairs, including determining its Investment Policy. Primary responsibility for the execution of TP11's Investment Policy lies with Triple Point, with the Board overseeing its activities. The Board will meet at least four times a year. Additionally, special meetings will take place or other arrangements will be made when Board decisions are required in advance of regular meetings.

Jane Owen

Jane Owen is the Chairman of the board of TP11. After graduating in law from Oxford University, Jane was called to the Bar in 1978 and until 1989 was a practising barrister in the chambers of Sir Andrew Leggatt (now 3 Verulam Buildings). Subsequently, Jane became UK group legal director at Alexander & Alexander Services and was appointed Aon's General Counsel in the UK in 1997, a position she held until 2008, where she was also a director of Aon Limited from 2001 to 2008.

Chad Murrin

Chad Murrin graduated in law from Cambridge University, and then qualified as a barrister. He worked for 3i Group plc from 1986-2004, the last five years as 3i's Corporate Development Director. In 2004, he set up his own corporate advisory business, Murrin Associates Limited. He holds the Advanced Diploma in Corporate Finance from The Corporate Finance Faculty of the ICAEW. He is a non-executive director of EW Beard (Holdings) Limited, Keytask Management Limited and Procom-IM Limited.

Tim Clarke

Tim Clarke graduated in PPE from Oxford University. He joined Panmure Gordon & Co in 1979 as an equity analyst, subsequently becoming a Partner and Head of Research. He moved to Bass PLC in 1990, and after working in a number of roles in the Hotels, Pubs and Restaurants divisions became Chief Executive in 2000. Following its demerger, he was Chief Executive of Mitchells and Butlers PLC until 2009. He was a director of Associated British Foods PLC from 2004, and Senior Independent Director until 2017. He is currently the Chairman of Birmingham Airport Holdings Limited, and Chairman of Timothy Taylor & Co., Limited. He is a non-executive Director of Hall & Woodhouse Limited. He is a Governor of the Foundation of the Schools of King Edward VI in Birmingham.

The Investment Manager

About Triple Point

Triple Point's innovative investment solutions are built around the needs of private, institutional and public investors. Triple Point matches investors' needs with the needs of growing businesses, helping public and private sector organisations, and supporting UK growth and investment. Triple Point offers a range of investment strategies across asset classes including venture capital, real estate, energy and infrastructure, public and private leasing, and private debt. Triple Point provides appropriate and reliable solutions for investors and businesses alike.

Triple Point sets out to create lasting relationships that deliver value to all counterparties, building for the long term. Triple Point has over the last decade brought together a team of over 170 people with diverse skills and experience. As a specialist investment business, Triple Point makes more than just money for clients, it creates value. This value goes beyond simply delivering target returns on investment; it extends to the partnerships it builds and the integrity with which Triple Point conducts its business.

Other Triple Point Investment Products

Triple Point Impact EIS

The Triple Point Impact EIS is a discretionary managed service, targeting significant capital growth by investing in fast-growing, innovative companies that have a positive impact on society and qualify for EIS tax reliefs.

Triple Point Estate Planning Service

Triple Point provides estate planning solutions by investing in businesses that are intended to deliver consistent returns and be eligible for relief from inheritance tax.

Triple Point Social Housing REIT

Triple Point Social Housing REIT plc invests in UK social housing assets, focusing on homes in the Supported Housing sector which have been adapted for vulnerable adults with care and support needs.

Triple Point Income Service

Investments are made into fixed term debt securities, secured against the issuer assets and which offer fixed rates of interest. The capital raised provides lease asset finance and loans to a diverse range of UK SMEs.

Triple Point Energy Efficiency Infrastructure Company plc

Triple Point Energy Efficiency Infrastructure Company plc targets a portfolio of UK based, institutional-grade energy efficiency infrastructure assets across three sectors: low carbon heat (combined heat & power, heat networks), social housing retrofit and industrial energy efficiency and distributed generation.

Digital 9 Infrastructure plc

Digital 9 Infrastructure plc will look to invest in subsea fibre-optic networks, data centres, terrestrial fibre-optic networks, and wireless via macro cell towers and small cell networks.

The Investment Manager

Triple Point's investment management team have collectively achieved a strong track record of investing in both Qualifying Investments and Non-Qualifying Investments since the launch of the first Triple Point VCT in 2004.

Since 2004 Triple Point have helped launch the VCT share offers listed in the tables below. The (unaudited) "Table A1 – Multi-sector share offers" below illustrates the latest published performance of the Triple Point multi-sector funds (source: Triple Point, May 2021). The (unaudited) "Table A2 – Energy sector focused share offers" below illustrates the latest published performance of the Triple Point funds focussed on investment into hydro-electric power opportunities and one fund focussed on investment into gas power opportunities (source: Triple Point, May 2021). The (unaudited) "Table A3 – Hybrid share offers" below illustrates the

performance of the Triple Point funds which followed an investment strategy with hedge fund or similar exposure (source: Triple Point, May 2021).

Table A1 - Multi-sector share offers

VCT	Offer closed (year)	Net cost of investment per Share (including initial tax relief)	Total cash distributions per Share as at latest published results	Total Shareholder return (cash distributions plus net asset value per Share)	Minimum VCT holding period expired/ expires
Triple Point VCT plc ordinary shares	2005	60p	97.43p (fully exited by 31 August 2008)	97.43p	2008
Triple Point VCT plc C ordinary shares	2006	60p	94.01p (fully exited by 30 April 2010)	94.01p	2009
TP5 VCT plc ordinary shares	2009	70p	91.70p (entered voluntary members (solvent) liquidation on 15 October 2015)	96.26p	2014
TP10 VCT plc ordinary shares	2010	70p	84.83p (entered voluntary members (solvent) liquidation on 07 January 2016)	106.58p	2015
Triple Point VCT 2011 plc ordinary shares	2011	70p	115.05p (fully exited by 31 January 2018)	115.05p	2016
Triple Point Income VCT plc A ordinary shares (previously “TP12 (I) VCT plc”)	2012	70p	99.99p (fully exited by 9 March 2019)	99.99p	2017
Triple Point Income VCT plc ordinary shares (enhanced share buy-back and previously “Triple Point Income VCT plc B ordinary shares”)	2013	70p	98.87p (fully exited by 22 March 2019)	98.87p	2018
Triple Point VCT 2011 plc Venture shares	2019	70p	3.00p	104.22p	2024

Table A2 - Energy sector focused share offers

VCT	Offer closed (year)	Net cost of investment per Share (including initial tax relief)	Total cash distributions per Share as at latest published results	Total Shareholder return (cash distributions plus net asset value per Share)	Minimum VCT holding period expired/ expires
Triple Point Income VCT plc C ordinary shares (hydro-electric power)	2014	70p	73.50p	157.03p	2019
Triple Point Income VCT plc D ordinary shares (hydro-electric power)	2015	70p.51p	70.00p	130.19p	2020
Triple Point Income VCT plc E ordinary	2017	70p	11.5p	106.20p	2022
Triple Point VCT 2011 plc A ordinary shares (hydro-electric power)	2015	70p	73.50p	122.70p	2020
Triple Point VCT 2011 plc B ordinary shares (gas power)	2016	70p	10.00p	67.18p	2021

Table A3 - Hybrid share offers

VCT	Offer closed (year)	Net cost of investment per Share (including initial tax relief)	Total cash distributions per Share as at latest published results	Total Shareholder return (cash distributions plus net asset value per Share)	Minimum VCT holding period expired/ expires
TP70 VCT plc ordinary shares	2007	70p	74.70p (fully exited by 21 December 2015)	74.70p	2012
Triple Point Income VCT plc ordinary shares (previously “TP70 2008 I VCT plc”)	2008	70p	98.87p (fully exited by 22 March 2019)	98.87p	2013
Triple Point Income VCT plc ordinary shares (previously “TP70 2008 II VCT plc”)	2008	70p	98.87p (fully exited by 22 March 2019)	98.87p	2013
TP5 VCT plc B ordinary shares (previously “TP70 2009 VCT plc”)	2009	70p	95.47p (entered voluntary members liquidation on 15 October 2015)	102.46p	2014
TP70 2010 VCT plc ordinary shares	2010	70p	86.52p (entered voluntary members liquidation on 07 January 2016)	97.2p	2015

The past performance of Triple Point is no indication of future performance.

Investment Management Track Record

Triple Point has four key areas of investment focus, including: venture capital; energy and infrastructure; lending, leasing and private debt; and property. Triple Point's product range includes VCTs, investments which qualify under the EIS, investments which qualify for Business Relief, a social housing real estate investment trust, and an innovative, online private debt investment platform which qualifies for ISA and SIPP investment. Across the Triple Point product range, Triple Point has developed a track record in funding small and medium sized companies across multiple sectors who possess promising technology which can impact society in a positive way.

TP11's former Ordinary Share Fund, a limited life offer which closed for investment in 2011 and was exited in 2016, returned a total of 115.05p to shareholders over the life of the Ordinary Shares, through dividends and growth in net asset value, outperforming a number of its peers.

TP11's A Share Fund, which closed for new investment in 2015, was 99.96 invested as at 28 February 2021 and has to date generated a total return (latest NAV and distributions to date) to investors of 122.70 pence per A Share per 70 pence per A Share invested (net of tax relief).

TP11's B Share Fund, which closed for new investment in 2016, was 92.37% invested as at 28 February 2021 and has to date generated a total return to investors of 67.18 pence per B Share per 70 pence per B Share invested (net of tax relief).

TP11's Venture Share Fund was 45.7% invested as at 28 February 2021 and has to date generated a total return to investors of 104.22 pence per Venture Share per 70 pence per Venture Share invested (net of tax relief).

The past performance of Triple Point is no indication of future performance.

Deal Flow

The Triple Point Investment Management Team has many years' experience investing in early stage companies. This has enabled it to establish and maintain an extensive network of entrepreneurs, experienced advisers and agents to ensure that regular deal flow will be available. In addition, Triple Point continues to regularly identify or receive approaches for attractive investment opportunities across a number of sectors.

Triple Point is also well positioned to help early stage companies overcome the obstacle of limited available funding from traditional lenders such as banks and simultaneously deliver competitive returns to Investors. In the UK's current uncertain economic climate, the Directors believe that there are significant opportunities for investment in innovative UK businesses with new technologies and significant scalability. As at 31 August 2021, 62.69% of the Venture Share Fund funds raised since 29 March 2019 had already been deployed into 25 Qualifying Investments, negotiations were ongoing in respect of 4 further venture investments and the Investment Management Team were conducting research on 20 further potential investments. The Board and the Investment Manager are confident that the further funds to be raised under the Offer, and existing funds awaiting deployment, can be invested into suitable Qualifying Investments comfortably before the statutory VCT deployment deadlines.

Past examples of investments

Triple Point is an experienced manager of investments across a diverse range of sectors. Investment has included companies specialising in Software-as-a-Service (SaaS), cinema digitisation, fintech, and other new and disruptive technologies.

Set out below are some examples of recent investments arranged by Triple Point.

Veremark (Aug 2020)

Most companies (especially regulated businesses) need to perform background checks on any staff that they hire before they start, but current providers rely on manual time-consuming processes, which result in a slow and often poor customer experience. Veremark has created a process that automates the workflow of the collection of reference checking, criminal records, educational grades, etc wherever possible. This allows it to offer a product with a quicker turnaround time and better experience but at the same market price. The company is addressing a large and proven market – currently over $2 billion is spent per year on background screening. The company has signed up several marquee clients, including Wise, Onfido, Schnieder Electric, and has been selected by LinkedIn to be one of 5 background checking companies officially endorsed / approved by LinkedIn.

Localz (June 2020, May 2021)

Localz provides location, workflow, and communications technology to enterprise businesses with large mobile workforces. This software facilitates real-time visibility and delivers an Uber/Deliveroo style experience for the ultimate end consumer, whilst also saving significant operating costs for the enterprise client.

Credit Kudos (Mar 2020)

Credit Kudos is a new wave Credit Reference Agency (CRA) that utilises financial data obtained via Open Banking APIs. This behavioural data allows consumer lenders to make better and faster credit decisions rather than relying on the backward-looking data of the incumbent CRAs. Behavioural spending data is more reliable and valuable than the consumer data currently held by CRAs, effectively a single snapshot of the past rather than a complete picture of a borrower and their context. Since investment, the business has seen a 192% increase in the number of live credit reports accessed by customers of the platform.

Quit Genius (Feb 2020, July 2021)

Quit Genius is the provider of an online digital therapeutics tool that helps users combat addition to smoking, vaping, alcohol and opioids. The app provides behaviour tracking, tips and encouragement to users. Alongside the app, users may gain access to (a) patches/gum/a digital quit smoking breathalyser (which tracks that users have quit) and (b) online communication with a quit smoking therapist. Quit Genius successfully closed a Series B investment round in 2021 and, since inception, Quit Genius has helped over 60,000 people successfully quit smoking.

Adfenix (Feb 2020)

Adfenix provides data-driven marketing automation software to large estate agencies so that they may reach their customers directly through targeted social media adverts. Most estate agencies have seen their businesses eroded by technology players over the last decade. Adfenix allows estate agencies to behave online like sophisticated direct to consumer brands without the need for multiple software licences, large digital marketing teams and data scientists.

Counting Up (June 2019, October 2019 & March 2021)

CountingUp provides sole trader businesses with a fully integrated accounting system and business bank account in one app. The solution provides automated bookkeeping, quick and easy invoicing and simple expense management. Sole traders can use their CU debit card and have the transactions automatically recorded (and tagged) in their accounting system. Counting Up now has almost 38,000 business accounts, a 150% increase from the point the VCT invested.

HeyDoc (November 2019)

Heydoc is a cloud based clinical system (EHR) built to enable medical clinicians and admin staff to complete their day-to-day work in one place rather than needing to use multiple systems, from any location in the world. The software covers the entire patient journey, saving the medical clinicians time and enabling them to spend more time treating patients.

Vyne (November 2019, September 2020, August 2021)

Vyne is a payments business that uses Open Banking APIs to transfer money directly from the bank accounts of consumers to the bank accounts of the online merchants they are purchasing items or services from. This method of delivery bypasses the traditional debit/credit card network and the fees applied by each intermediary.

Ably (October 2019, June 2021)

Ably is a real time data messaging platform with a suite of integrated services to deliver complete realtime functionality directly to end-users. Every day they guarantee low latency delivery of billions of messages to more than 50 million devices over a secure, reliable, and highly available global edge network. Clients includes Bloomberg, Hopin, Toyota and Hubspot.

Adepto (May 2019)

Adepto is an HR tech business with an award-winning "Total Talent" platform that businesses use to manage their internal and external workforces and promote internal mobility. The platform also provides businesses with insight into the skillset of their workforces, enabling agile and flexible deployment of staff around the world. The platform integrates with significant, well known incumbent HR systems to augment major corporates' current technology stacks. In December 2019, Adepto was sold to Degreed, Inc. the US education business. TP11 received shares in Degreed, Inc. as consideration for the sale. At the point of sale, Adepto had customers including AECOM, Atos, BAE Systems and Capita.

MWS Technology (April 2019)

MWS's Aptem is a training delivery platform for businesses providing apprenticeships. Aptem is a multi-purpose tool to enable training businesses to onboard and manage their apprenticeships and track their training delivery and compliance. 49,000 learners use the Aptem platform to support their apprenticeship learning. Aptem Employ was introduced in 2020 as a platform to support scaled "employability" providers, building on previous experience of the founder in this market.

Strategy in Practice

Outlined below are five investment case studies which illustrate the type of investments that the Venture Fund may make in future.

Ably

Challenge

Our everyday digital experiences are in the midst of a realtime revolution. Consumers expect realtime digital experiences as standard. As a result, synchronized data in realtime is often business critical. However, building homegrown realtime synchronization capabilities is complex and costly.

Solution

Ably provides a suite of APIs to build, extend, and deliver powerful digital experiences in realtime for more than 250 million devices across 80 countries each month.

Journey since investment

Ably's revenue has grown by 5x and the company has raised a further $70m since Triple Point's first investment. Overall, Ably reaches 250 million devices per month. It currently has 65 employees. it expects to hire another 125 employees by the end of 2022.

HeyDoc

Challenge

Clinicians spend an average of 6 hours per day on their often non user-friendly clinical systems, often having to switch between multiple systems; leading to medical errors and monetary losses.

Solution

With Heydoc's innovative cloud-based and fully integrated technology, clinicians are able to provide better care to patients and clinics are being run more efficiently. The patient dashboard and communication tools provide a safe environment for engaging with patients and sharing information safely and securely.

Journey since investment

Heydoc's customer base and revenue has grown by nearly 4x since first investment in 2019 and launched two new products further expanding the size of the opportunity.

Vyne

Challenge

Many industries, such as the aviation and the gaming industries, rely on credit card payments as their primary payment method. These traditional payment systems are complex, inefficient and expensive for ecommerce businesses.

Solution

Vyne improves how ecommerce businesses get paid. Using open banking to power account-to-account payments for online businesses. Customers pay directly from their bank accounts in seconds, bypassing expensive and slow traditional methods.

Journey since investment

Since TP11 first invested in Vyne, they have raised an additional £10.5 million in two further funding rounds, at a substantial valuation increase on the price paid by the VCT. Vyne has also grown its headcount to 30 employees, with plans to hire an additional 20 employees imminently. Vyne have achieved a twofold increase in its number of signed contracts in the first 6 months of 2021 alone.

Quit Genius

Challenge

Almost half of full-time employees report that they struggle with some type of substance use disorder. The stigma around addiction is a driving force behind people's wariness to seek help, particularly in work environments.

Solution

Quit Genius is the world's first digital clinic for treating substance addiction. Quit Genius combines virtual behavioural therapy with approved medication and connected devices to help employers tackle the high cost of addiction and improving the lives of their employees.

Journey since investment

Since investment, Quit Genius expanded their international team and grew run-rate rate revenue to several million dollars. Following this growth, the business raised a Series B funding round, at a substantial valuation increase on the price paid by TP11.

Adepto

Challenge

Modern HR systems have been built to administer a predominantly permanent workforce and have not evolved to accommodate the increasing demand for contract workers. These inflexible systems result in corporates who employ contract workers spending billions of pounds each year to recruit and manage their workforce.

Solution

Adepto works alongside corporates to create a specialist HR system which manages all internal and external contract workers and their skill sets. This system enables corporates to efficiently source known individuals whose skill set meet the requirements of the role the corporate is recruiting for. Additionally, the recruitment costs typically associated with hiring are considerably reduced.

Size of opportunity

Potential £60 billion market.

Exit

In December 2019, Adepto agreed a share sale to Degreed, Inc, the US learning and development business. Degreed, which organically doubled its revenue last financial year, saw the opportunity to use Adepto's skills-based HR system to help cross-sell and further grow its existing products. From this sale, TP11 chose to receive shares in Degreed which have resulted in an unrealised investment IRR of over 20% in less than a year, with further growth expected for TP11 shareholders over the course of the next 2-3 years.

Exit Strategy

At the later of (i) the tenth anniversary of the admission of Venture Shares under the 2018 Offer and (ii) the tenth anniversary of the last allotment of Venture Shares, the Directors are required to put an ordinary resolution to Shareholders and, if passed, the Directors must draw up proposals for the reorganisation or reconstruction of TP11 in respect of the Venture Shares for submission to the members of TP11 at a general meeting to be convened by the Directors as soon as reasonably practicable, without prejudice to the VCT status of TP11.

Environmental, Social and Governance (ESG) Integration Policy

In 2019, Triple Point became a signatory to the United Nations Principles for Responsible Investment ("PRI"). Triple Point believes these principles are helpful in guiding and demonstrating best practice in investor ESG integration. They also help promote a closer alignment between the objectives of institutional investors and those of society at large. The Principles are voluntary and intended to be actionable and measurable.

Triple Point seeks to promote these principles throughout its business and all of its investment strategies.

Rationale for ESG integration within the Venture Share Fund investments.

Triple Point sees its approach to venture capital investing and ESG integration as natural allies. TP11's investments have a long-term investment horizon and Triple Point has a stewardship-style approach to TP11's investments that creates the ideal platform to exercise ESG integration in its investment decisions, and in its dialogue with those companies.

Triple Point believes that a material and proportionate approach to ESG integration for can bring added value to the growth and success trajectory of TP11's portfolio companies. Proportionate action is imperative given the small size of the companies TP11 invests in. Triple Point has carefully tailored its approach to ESG

integration to limit additional burden, and bring greatest value, to the management teams of TP11's investee companies.

Furthermore, it is also Triple Point's belief that retrofitting a sustainable business mind-set and model, can be very time consuming and challenging further down the line. The Triple Point Investment Management Team invests for growth and so it takes a considered judgement that these issues could come to bear during or at exit, if they are not considered at the point of investment.

In sum, Triple Point believes that taking ESG issues into account throughout the investment process goes beyond responding to industry expectation and believes it is critical for risk mitigation and when done well can enhance returns as well as preserve value for TP11's investors.

Approach to Environmental, Social and Governance integration

Triple Point aligns with international standards and good industry practice, including monitoring industry regulation (such as the UK's Bribery Act 2010, and the CA 2006) and investor-led initiatives (such as the PRI), as the foundation of its ESG integration approach.

Using these foundational principles, Triple Point has developed an in-house approach to drawing out maximum value from ESG integration. It places proportionate expectations on the investee company, according to its sector, size and stage of growth. Triple Point believes that the careful crafting of its method adds a further strength to TP11's portfolio companies.

The following details Triple Point's staged approach to its ESG integration:

Restricted sectors: TP11 will not invest into the following sectors.

Adult content;
Online gambling;
Animal testing;
Arms trade; and
Tobacco

Once it is confirmed a company is not exposed to any of the restricted sectors, Triple Point considers the below.

It is Triple Point's belief that retrofitting a sustainable business mindset and model, can be time consuming and challenging further down the line. We invest for growth and so we take a considered judgement that these issues could come to bear during ownership or at exit, if they are not considered at the point of investment.

To ensure the effective and consistent application of this approach, Triple Point operates an ESG Integration Policy which details how ESG considerations are taken into account throughout the investment process, from the point of origination to exit. Triple Point takes a practical, proportionate and material approach to ESG integration, containing two key elements:

Management (Culture, Capacity & Governance) – this refers to the allocation of appropriate resourcing, training and senior support to ESG integration. It demonstrates Triple Point's actions have integrity aligned with the strategic position of TP11 and oversight from senior management. Examples of which include:

a. Training across the investment team on ESG
b. Training of the Investment Committee on ESG
c. Providing greater transparency on the approach to ESG

Investment (Process & Reporting) – this refers to action taken in the investment process to assess and improve ESG factors affecting the target asset, how these might affect an investment decision and how decisions are captured and changes to ESG factors during asset ownership. Examples of which include:

a. Formal reviews by the investment team of ESG trends and topics at a micro, macro and sector level to feed into origination process
b. ESG due diligence process with results included at Investment Committee
c. Sharing areas of weakness, with constructive guidance, on how to progress so awareness

on a range of ESG issues develops with ownership

Triple Point is committed to evaluating the success of its approaches.

The investment teams report to Triple Point's ESG Committee on selected ESG KPIs and where possible measure and report where it is believed it can influence better or faster progress towards greater sustainability either as a business, an employer, or an investor.

TP11 and Triple Point are increasingly mindful of the impact, that its activities and those of the businesses in which it invests have not just on the environment, but also their employees, communities, and society at large.

Venture fund investment businesses help create new employment, develop, and implement new technologies and products, improve productivity all of which contribute to the UK economy and have benefit to those employed in those businesses and their supply chains.

Investment Management Team

The Investment Management Team includes individuals with significant experience in private equity, stock market investment, infrastructure finance, public sector financing, small business finance, and business management. A summary CV for each member of the Investment Management Team is set out below.

A summary of the relevant experience for members of the Investment Management Team is shown below:

Claire Ainsworth

Partner and Chair of the Investment Committee
Over 11 years' venture capital investment experience
35 years' industry experience, including 16 years in structured finance at Deutsche Bank where she was Managing Director and involved in transactions totalling £10 billion
BA in Law from the University of Oxford

Ian McLennan

Partner and Head of Ventures
Over 12 years' venture capital investment experience
33 years' investment industry experience working with firms including Mercury Asset Management & Brevan Howard
Led the sourcing, negotiating and exit of over £130m of VCT and EIS investments
Graduate of University of Glasgow and LSE and a CFA Charterholder

Daniel Cardenas-Clark

Investment Director
Three years venture capital investment experience
Seven years operational experience in early stage businesses and technology start-ups
BSc in Business Management from Royal Holloway, University of London and MBA from IE Business School.

Seb Wallace

Investment Director
Five years' venture capital experience
Advised on over £30 billion of venture capital and consumer deals
Three years' M&A experience at Allen & Overy
First Class Honours in Law from the University of Manchester

Julian Pickstone

Investor with a focus in Impact investing
Five years' venture capital investment experience
20 years investment experience with UBS, Invesco and Triple Point
CFA Charterholder
Graduate of the University of Cambridge and University College London

Christopher Lascelles

Investor with a focus on origination
Three years' venture capital investment experience
10 years' experience advising startups on business plans and financing
MA from St. Andrews University and MBA from INSEAD

Ethan Mitchell

Portfolio Associate
Two years' experience in investment operations

Triple Point Advisory Committee

Triple Point has established an Advisory Committee to support its investment team. The members have significant investment experience in high growth businesses and includes highly successful entrepreneurs.

The members of the Advisory Committee will assist the investment team in investment selection and monitoring by providing second opinions, industry contacts, technical knowledge, and thematic guidance. The Advisory Committee's input on investee company business models, growth plans and technology will come before a potential investment is brought to Triple Point's Investment Committee for final approval.

Members of the Advisory Committee include:

Christian Faes Co-Founder and Executive Chairman of LendInvest, a marketplace platform for property finance and one of the leading fintech businesses in the UK. The company has raised over £2 billion in debt and equity from institutions such as Atomico, the European Investment Fund and Citibank and in July 2021 successfully listed on the UK AIM at valuation of over £250m, alongside its existing listed bond programme on the London Stock Exchange. Christian comes from a legal background having practised as a real estate lawyer in Australia and a corporate finance lawyer in London prior to setting up LendInvest in 2008. Christian is a keen advocate for the fintech sector and sits on the Government's Fintech Delivery Panel, is a member of the DIT's Trade Advisory Group and founded the industry group Fintech Founders.

Charles Delingpole

Charles is a serial entrepreneur and has founded three highly innovative technology companies. He is the Founder and CEO of ComplyAdvantage, the world's leading AI driven risk database on financial crime. The company helps financial institutions ensure they are compliant with anti-money laundering requirements. Charles set up his first company, The Student Room, when he was 16. The Student Room is used by 75% of UK students aged 14-24 and is the world's largest student discussion forum. He then went on to co-found FinTech firm MarketFinance, one of the UK's first peer to peer lenders.

Summary of Tax Benefits for VCT Investors

VCTs were established in 1995/1996 as tax efficient investment vehicles intended to invest in portfolios of smaller unlisted UK based companies. The income tax relief available to investors of new shares in a VCT is 30% and the personal annual investment limit is £200,000.

For the current tax year VCTs offer a combination of tax free returns and a 30% up front income tax relief subject to a minimum five year holding period.

Depending upon the Investor's personal circumstances, subscribers for New Venture Shares under the Offer will be entitled to income tax relief of up to 30% provided that the New Venture Shares are held for at least five years. This benefit is available on aggregate investments in VCTs of up to £200,000 in any one tax year but the tax relief is limited to the amount which reduces the Investor's income tax liability to nil.

In addition, qualifying subscribers will be entitled to receive the following benefits:

all dividends received will be tax free.
any gains on the disposal of the New Venture Shares will be tax free.

Income tax relief may be claimed by the Investor by obtaining, from HMRC, an adjustment to their tax coding under the PAYE system or through the Investor's annual tax return. Investors who make income tax payments by instalments may reduce their instalment payments to take account of the relief due.

The above is only a summary of the law concerning the tax position of individual Investors in TP11. Further information on the tax position of Investors under the Offer is set out in Section B of Part 1.

Before investing in TP11, potential Investors should seek advice from an appropriate professional adviser as to the consequences of so doing.

Her Majesty's Revenue & Customs Approval

TP11 has obtained approval as a VCT from HMRC and HMRC has confirmed that the Venture Shares are eligible shares for VCT income tax relief purposes. The Directors intend to manage TP11's affairs in order that it, and there are internal controls in place to ensure that TP11 does so, complies with the legislation applicable to VCTs. In this regard Philip Hare & Associates LLP has been appointed to advise on VCT tax matters generally and, in particular, on TP11's VCT status. TP11 must continue to satisfy the requirements to qualify as a VCT or lose such status.

TP11's Costs

Capital raising costs

TP11 will pay to Triple Point, subject to the approval of resolution 2 at the General Meeting, a single fee equal to the aggregate of (i) 5.5% of the aggregate value of accepted applications for New Venture Shares from Investors who have not invested their money through a financial intermediary/adviser and have invested directly into TP11 (ii) 2.5% of the aggregate value of accepted applications for New Venture Shares from advised Investors who have invested their money through a financial adviser, other than professional Investors and (iii) 5.5% of the aggregate value of accepted applications for New Venture Shares from Investors who have invested their money through an Execution-Only Broker or who are professional Investors, or such lower percentage in each case as may be agreed by the Board and the Investment Manager. Triple Point has agreed to indemnify TP11 against the costs of the Offer, excluding VAT, exceeding 5.5% of the funds it raises. The costs of the Offer will be borne solely by the Venture Share Fund. From this sum, Triple Point will discharge all external costs, including initial commissions and its own costs, in respect of the Offer but excluding any initial and ongoing charges agreed between an authorised financial adviser and the Investor. The payment of initial and ongoing charges for up to 5 years agreed between an authorised financial adviser and the Investor, if any, of up to, in aggregate, 4.5% of the monies received from an Investor can be facilitated by TP11 and Triple Point respectively, which, together with Triple Point's initial fee, will be deducted from the amount subscribed under the Offer for the purpose of determining the number of New Venture Shares to be issued to an Investor.

Annual fees and running costs

Triple Point has been appointed as TP11's Investment Manager and administrator under the IMA and TPAL arranges and executes investments (including divestment) on behalf of TP11.

The IMA provides for the following:

In respect of TP11 as a whole:

Triple Point will receive a fee for administration services payable quarterly in arrear of 0.25% (plus VAT) of TP11's NAV per annum;
Hanway Advisory Limited will provide company secretarial services for a fee of £15,000 (plus VAT) per annum;
TP11's annual running costs will continue to be capped at 3.5% of TP11's NAV (excluding VAT, any arrangement fees (including any fees paid to the Triple Point Venture Network) and also any performance fees payable to Triple Point). Any excess will be met by Triple Point by way of a reduction in future investment management fees;
Triple Point and TPAL may charge TP11 arrangement fees of up to 3% in connection with investments made into unquoted companies. The Triple Point Group may also benefit from the receipt of business administration fees charged against such companies, the level of which, in the case of a particular company, may be related to that company's performance;
Triple Point's appointment under the IMA will continue for at least five years following the admission of the Venture Shares issued under the 2018 Offer and, thereafter, will terminate on 12 months' notice by either party subject to earlier termination in certain circumstances; and
Any investment or other asset of any description of TP11 will be held in TP11's name although in exceptional circumstances Triple Point may hold such investments or assets in the name of Triple Point or other FCA authorised person acting as custodian where, due to the nature of the law or market practice of an overseas jurisdiction, it is in the best interests of TP11 to do so or it is not feasible to do otherwise.

In respect of the A Share Fund:

Triple Point will receive investment management fees (exclusive of VAT) equal to 2.0% per annum of the A Share Fund's NAV, payable quarterly in arrear; and

Triple Point will receive a performance incentive fee based upon returns to holders of A Shares. The amount of the performance incentive fee payable is based on distributions made to holders of A Shares. To the extent that, on any distribution made to holders of A Shares, the total of all distributions per A Share made to holders of A Shares (including the distribution in question being made) exceeds a hurdle, being at the time of any distribution to holders of A Shares the higher of (i) 100 pence per A Share and (ii) the total of all distributions per A Share made to holders of A Shares prior to that distribution, Triple Point will be entitled to receive a sum equal to 20% of the excess.

In respect of the B Share Fund:

Triple Point will receive investment management fees (exclusive of VAT) equal to 1.9% per annum of the B Share Fund's NAV, payable quarterly in arrear.

In respect of the Venture Share Fund:

Triple Point will receive investment management fees (exclusive of VAT) equal to 2% per annum of the Venture Share Fund's NAV, payable quarterly in arrear;
Triple Point is entitled to a performance incentive fee. The performance incentive fee will not be payable to Triple Point until the total return (net asset value plus distributions made) to holders of Venture Shares exceeds the initial net subscription amount by an annual threshold of 3% calculated on a compound basis. To the extent that the total return exceeds the threshold over the relevant period then a performance incentive fee of 20% of the excess will be paid to Triple Point. Performance fees will be assessed based on audited year-end valuations and will be accrued in the accounts of TP11. High water marks will apply.

The Venture Share Fund will, in addition, typically pay to the Triple Point Venture Network a fee of up to 2.5% on funds invested into qualifying companies. The fee will be structured to align the long-term interests of the Triple Point Venture Network and the Venture Share Fund. Typically, this will be in the form of an issue of shares in the qualifying company.

Annual Directors' fees payable to the Board will not exceed £100,000 (excluding any VAT or national insurance contributions).

Assuming £25,000,000 is raised under the Offer, with full utilisation of the over-allotment facility, and that the costs of the Offer are 5.5%, the Directors estimate that the Annual Running Costs will be approximately 2.62% of TP11's NAV (excluding VAT) as opposed to approximately 3.03% of TP11's NAV (excluding VAT) prior to the Offer. Such running costs of TP11 will include the management and administration fees described above as well as fees for Directors, the auditors, taxation advisers, registrar, other direct costs incurred in the management/running of TP11 and the costs of communicating with Shareholders.

Communicating with Shareholders

The Directors are committed to communicating regularly with Shareholders. A copy of TP11's annual report and financial statements (expected to be published each June) and a copy of TP11's unaudited interim financial report (expected to be published each October) will be made available on Triple Point's website at www.triplepoint.co.uk and sent to those Shareholders who have requested a hard copy. TP11's annual report and financial statements, made up to 28 February in each year, and interim financial reports, made up to 31 August in each year, will each detail the NAV per Share. Information on the NAV per Share will also be included in NAV announcements expected to be made up to 31 May and 30 November in each year and published on the above website.

The Directors do not anticipate any circumstances arising under which valuations may be suspended.

All qualifying Shareholders will be provided with certificates as soon as practicable following allotment of New Venture Shares enabling them to claim income tax relief on their investment in New Venture Shares.

Status of TP11 and the Triple Point Group

TP11 is registered with the FCA as a small registered UK alternative investment fund manager. Triple Point Investment Management LLP (FRN: 456597) and Triple Point Administration LLP are both authorised and regulated by the FCA.

Details of the Offer

Minimum and maximum investment

The New Venture Shares are offered at a price to be determined in accordance with the Venture Share Price Calculation payable in full upon application.

Up to £10,000,000 is being raised by the issue of New Venture Shares under the Offer. If the Offer is oversubscribed, the Offer may be increased at the discretion of the Directors by up to a further £15,000,000 by issue of New Venture Shares. The Offer is conditional upon the passing of resolution 2 at the General Meeting. In the event that applications are received in excess of the maximum subscription under the Offer, the Directors reserve the right to use their absolute discretion in the allocation of successful applications. Such discretion will give priority to the earliest applicants. The results of the Offer will be announced to the London Stock Exchange through a Regulatory Information Service provider authorised by the FCA. Applicants are encouraged to submit their application form early in order to be confident that their application will be successful.

The minimum investment under the Offer is £3,000 for investments in either or both of the 2021/2022 and 2022/2023 tax years. The minimum investment of £3,000 applies to each tax year and therefore, to invest in both tax years, the minimum total commitment is £6,000. There is no maximum investment but the maximum investment on which tax reliefs are currently available is £200,000 in VCTs in any tax year. An Investor and their spouse or civil partner can each invest up to £200,000 in any one tax year. Further information with regard to taxation matters can be found in Section B of Part 1 of this document. Multiple applications are permitted. Please see the "Terms and Conditions of Application for New Venture Shares under the Offer" in Part 6 of this document for further details.

The ISIN and SEDOL codes of the Venture Shares are GB00BDTYGZ09 and BDTYGZ0 respectively.

Venture Share Price Calculation

The price per New Venture Share and the number of New Venture Shares to be issued to Investors 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 New Venture Shares reflects the costs of the Offer, that is the amount of initial commission, if any, payable to the Investor's authorised introducer, the amount of initial and ongoing charges, if any, payable to the Investor's authorised financial adviser and the amount paid to Triple Point. Investors should receive income tax relief on their full subscription amount.

The Price per New Venture Share = (A) / {100 - ((B) + (C)) × 100} (in units of £ per New Venture Share)

Where:
(A) is the latest published NAV per Venture Share;
and
(B) is the percentage initial charge payable by TP11 to Triple Point, which includes the percentage initial commission (if any) payable by Triple Point to an authorised introducer.
(C) is the percentage initial and ongoing adviser charge (if any)

The price per New Venture Share (calculated in accordance with the formula above) will be rounded to the nearest 0.001 pence.

The number of New Venture Shares to be allotted is then determined, as follows:

Number of New Venture Shares to be allotted = amount subscribed under the Offer/ price per New Venture Share.

The number of New Venture Shares to be allotted will be rounded down to the nearest whole New Venture Share.

Existing Shareholders, and whose Application Forms are accepted prior to 31 December 2021, will benefit from the costs of the Offer being reduced by 1%. Applicants will receive this reduction in the form of additional New Venture Shares, which will be paid for by Triple Point and issued in accordance with the above pricing formula

Example:

A professional client Investor, having been advised by an authorised introducer, subscribes £100,000 under the Offer and his application is accepted. The NAV, (A), is 100 pence per Venture Share at this time. The amount payable to Triple Point, (B), is 5.5% of the application value, which includes a commission payment of 3% of the subscription amount agreed to be paid to the authorised introducer.

Therefore, the price per New Venture Share is: 100 / {100 – (5.5% x 100)} = £1.05820 per New Venture Share (rounded to 5 decimal places).

For £100,000 subscribed, this will result in an allocation of: £100,000 / £1.05820 per New Venture Share = 94,500 New Venture Shares.

TP11 will pay the initial charge to Triple Point, which includes the commission payable to the authorised introducer.

Adviser charges

Commission is generally not permitted to be paid to intermediaries who provide a personal recommendation to retail clients on investments in VCTs after 30 December 2012. Instead, an adviser charge may be agreed in advance between the authorised financial adviser and Investor for the advice and related services and paid directly by the Investor to the authorised financial adviser. Initial adviser charges and ongoing adviser charges for up to 5 years, if any, of up to, in aggregate, 4.5% of monies received from an Investor can be facilitated by TP11 and Triple Point respectively, which will be deducted from the monies received in determining the number of New Venture Shares to be issued to an Investor under the Offer. Investors should receive income tax relief on their full subscription amount (which includes initial adviser charges but excludes ongoing adviser charges).

Commission

Commission of up to 3% may be paid 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. Additionally, provided that the intermediary continues to act for the Investor, that the Investor continues to be the beneficial owner of the New Venture Shares, subject to applicable laws and regulations, and that Triple Point is still engaged by TP11 under the IMA, the intermediary will usually, subject to Triple Point's full discretion on both the amount and duration, be paid an annual trail commission of 0.5% of each relevant Investor's holding in the Venture Share Fund, which will be paid out of the investment management fees payable to Triple Point in respect of the Venture Share Fund for no more than 10 years from the date of investment.

Listing

An application has been made to the FCA and will be made to the London Stock Exchange for the New Venture Shares subscribed for under the Offer to be listed on the premium segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities respectively. The New Venture Shares will be issued in registered form and will be freely transferable in both certificated and uncertificated form and will rank pari-passu in all respects and are not redeemable. New Venture Shares in respect of applications received for the 2021/2022 Offer will be issued and allotted on or before 5 April 2022 and it is expected that New Venture Shares in respect of applications received for the 2022/2023 Offer will be issued and allotted on or before 2022, with Admission commencing within 10 Business Days following such allotment. Details of allotments and the subscription price for New Venture Shares will be announced through a Regulatory Information Service by no later than the Business Day following the allotment. Share certificates and certificates to enable a claim for income tax relief to be made in respect of the New Venture Shares will be posted to Shareholders within 30 Business Days of allotment of the New Venture Shares. No temporary documents of title will be issued. The Offer is not underwritten.

SECTION B

TAX POSITION OF INVESTORS UNDER THE OFFER

The following is only a summary of the law concerning the tax position of individual investors in VCTs. Potential investors who are in any doubt about the taxation consequences of investing in a VCT are recommended to consult a professional adviser. The tax legislation of the UK and of any other jurisdiction to which an Investor is subject may have an impact on the income received from the securities.

Tax reliefs

The tax reliefs set out below are available to individuals aged 18 or over who subscribe for New Venture Shares. Whilst there is no specific limit on the amount of an individual's acquisition of shares in a VCT, tax reliefs will only be given to the extent that the total of an individual's subscriptions or other acquisitions of shares in VCTs in any tax year does not exceed £200,000. Investors who intend to invest more than £200,000 in VCTs in any one tax year should seek professional advice.

Income tax

Relief from income tax on investment

Income tax relief at the rate of 30% will be available on subscriptions for New Venture Shares up to a maximum of £200,000 in any tax year. This relief is limited to the amount which reduces the Investor's income tax liability to nil.

The potential effect of this relief for an Investor subscribing £100,000 for New Venture Shares is shown below:

	No VCT tax relief	30% income tax relief
Initial investment	£100,000	£100,000
30% income tax relief	Nil	(£30,000)
Effective investment cost	£100,000	£70,000

To obtain relief an Investor may subscribe for New Venture Shares either on his own behalf or the New Venture Shares may be subscribed for by a nominee of an Investor. Investments to be used as security for or financed by loans may not qualify for relief, depending on the circumstances.

Income tax relief will not be available to an Investor in New Venture Shares if, within six months of subscription, whether before or after the subscription, the Investor has disposed of any Shares in TP11 or in a VCT which is known to be merging with TP11

Dividend relief

An Investor who acquires in any tax year VCT shares having a value of up to £200,000 will not be liable to income tax on dividends paid by the VCT on those shares.

The Finance Act 2014 amended the VCT Rules in respect of VCT shares issued on or after 6 April 2014. VCT status will be withdrawn if, in respect of shares issued on or after 6 April 2014, a dividend is paid (or other forms of distribution or payments are made to Investors) from capital within three years of the end of the accounting period in which shares were issued to Investors.

Purchasers in the market

An individual purchaser of existing VCT shares in the market will be entitled to claim dividend relief but not relief from income tax on investment.

Withdrawal of relief

Relief from income tax on a subscription for VCT shares will be withdrawn if the VCT shares are disposed of (other than between spouses and civil partners) within five years of issue or if the VCT loses its approval within this period.

Capital gains tax

Relief from capital gains tax on the disposal of shares.

A disposal by an Investor of New Venture Shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax provided that the VCT maintains its approval. The relief is limited to the disposal of VCT shares acquired within the limit of £200,000 for any tax year.

Purchasers in the market

An individual purchaser of Venture Shares in the market will be entitled to claim relief from capital gains tax on disposal.

Obtaining tax reliefs

TP11 will provide to each Investor a certificate which the Investor may use to claim income tax relief, either by obtaining from HMRC an adjustment to their tax coding under the PAYE system or by waiting until the end of the tax year and using their tax return to claim relief.

Investors not resident in the UK

Investors not resident in the UK should seek professional advice as to the consequences of making an investment in a VCT as they may be subject to tax in other jurisdictions as well as in the UK.

Withholding taxation

No taxation will be withheld at source on any income arising from the New Venture Shares and TP11 assumes no responsibility for such withholding.

HMRC withdrawal of VCT approval

If a company which has been granted approval as a VCT subsequently fails to comply with the conditions for approval, approval as a VCT may be withdrawn or treated as never having been given. In these circumstances, relief from income tax on the initial investment is repayable unless loss of approval occurs more than five years after the issue of the relevant VCT shares. In addition, relief ceases to be available on any dividend paid in respect of profits or gains in any accounting period ending when VCT status has been lost. Any gains realised on VCT shares up to the date from which loss of VCT status is treated as taking effect will be exempt but gains thereafter will be taxable.

The impact of the death of an Investor

Should an Investor die having made an investment in New Venture Shares, the transfer of the New Venture Shares on his or her death is not treated as a disposal of shares for the purposes of the VCT legislation and so there will be no claw-back of the income tax relief obtained on the subscription for those New Venture Shares. The value of the New Venture Shares will however be included in the estate of the deceased for inheritance tax purposes.

The beneficiary of the New Venture Shares inherited from a deceased Investor will continue to be entitled to receive tax-free dividends provided they do not acquire more than £200,000 of VCT shares in the tax year. However, they will not be eligible for initial income tax relief as this is only available in respect of subscriptions for new shares.

The impact of a transfer of shares between spouses and civil partners

The transfer of New Venture Shares between spouses and civil partners is not treated as a disposal of shares for the purposes of the VCT legislation and, therefore, there will be no loss of VCT income tax relief.

SECTION C

TAX POSITION OF TP11

VCTs have to satisfy a number of tests to continue to qualify as VCTs. How these conditions apply to TP11 is summarised below. The following information is based on current UK law and practice, is subject to changes therein, is given by way of general summary and does not constitute legal or tax advice.

Qualification as a VCT

To qualify as a VCT, a company must be approved as such by HMRC. To obtain such approval it must:

(a) derive its income wholly or mainly from shares or securities;

(b) have at least 80% by value of its investments represented by “Qualifying Investments” (see below);

(c) for funds raised after 5 April 2011 and for investments made after 5 April 2018, have at least 70% by value of Qualifying Investments included in the ‘qualifying investments’ requirement in shares which do not have any preferential rights to assets on a winding up or any rights to be redeemed but which may have a preferential dividend right, so long as that right is non-cumulative and is not subject to discretion (“eligible shares”);

(d) for shares issued after 28 February 2019, invest at least 30% of those funds in Qualifying Investments by the anniversary of the end of the accounting period in which the shares were issued;

(e) not have more than 15% by value of its investments in any single company or group (other than another VCT or a company which would, if its shares were listed, qualify as a VCT) at the time any investment is made or added to;

(f) have its ordinary share capital included on the Official List or quoted on the main list of the London Stock Exchange or on any regulated market in the European Union or European Economic Area;

(g) not retain more than 15% of its income derived from shares and securities in any accounting period;

(h) not be a close company;

(i) not make an investment in a company which causes that company to receive more than £5 million (£10 million if the company is deemed to be a Knowledge Intensive Company) of State Aid investment in the 12 months ended on the date of the investment;

(j) not return capital to shareholders before the third anniversary of the end of the accounting period during which the share issue occurs;

(k) not invest in a company that causes that company to receive more than £12 million (£20 million if the company is deemed to be a Knowledge Intensive Company) of Risk Finance State Aid (including from VCTs) over the company’s lifetime. A subsequent acquisition by the company of another company that has previously received Risk Finance State Aid can cause the lifetime limit to be exceeded;

(l) not invest in a company whose first commercial sale was more than 7 years (10 years for a Knowledge Intensive Company) prior to the date of investment, except where previous Risk Finance State Aid was received by the company within 7 years (10 years for a Knowledge Intensive Company) or where the company is entering a new market and a turnover test is satisfied;

(m) ensure that no funds received by a Qualifying Company will be used to acquire an existing company, or an existing business, trade or intangible asset in use in a trade; and

(n) not make a Non-Qualifying Investment other than those specified in Section 274 ITA 2007.

The risk-to-capital condition introduced in Finance Act 2018 requires that the Qualifying Company has long term growth plans and that the investment made by the VCT is at risk.

A VCT cannot be approved as such, unless the relevant tests are met throughout the most recent complete accounting period of the VCT and HMRC is satisfied that they will be met in relation to the accounting period of the VCT which is current when the application is made.

The actions proposed to be taken in the case of a breach by TP11 of these investment restrictions will be announced through a Regulatory Information Service.

Funds raised by a further share issue are disregarded in judging whether condition (b) has been met for accounting periods ending no later than three years after the new issue.

Qualifying Investments comprise shares or securities (including unsecured loans with a five year or greater maturity period) issued by unquoted trading companies which exist wholly for the purpose of carrying on one or more qualifying trades. These unquoted trading companies must not be controlled by the VCT or any other company, or a company and persons connected with such company, and its gross assets must not exceed £15,000,000 immediately prior to the investment or £16,000,000 immediately thereafter. Each unquoted trading company must not receive more than £5,000,000 (£10,000,000 if the company is deemed to be a Knowledge Intensive Company) from Risk Finance State Aid sources, including from VCTs and EIS investments, in any twelve-month period. Each company cannot receive more than £12,000,000 (£20,000,000 if the company is deemed to be a Knowledge Intensive Company) of Risk Finance State Aid investment (including from VCTs) over the company's lifetime. Each company's first commercial sale must be no more than 7 years (10 years for a Knowledge Intensive Company) prior to the date of the VCT's investment, except where previous Risk Finance State Aid was received by the company within 7 years (10 years for a Knowledge Intensive Company) or where the company is entering a new market and a turnover test is satisfied. Funds received from an investment by a VCT cannot be used to acquire another existing business or trade. It must have fewer than 250 full time (or full time equivalent) employees at the time of investment (or 500 employees in the case of a Knowledge Intensive Company).

Not less than 10% by value of the total investment in a Qualifying Company must be by way of eligible shares (see (c) above).

Companies whose securities are traded on AIM are treated as unquoted companies for the purposes of determining qualifying holdings. Shares in an unquoted company which subsequently becomes quoted may still be regarded as a qualifying holding for a further five years following quotation.

Taxation of TP11

TP11 is resident for tax purposes in the UK. TP11 intends to continue to comply with and continue to satisfy the conditions for approval as a VCT laid down in Section 274 of ITA.

Under current legislation, TP11 will be exempt from UK taxation on capital gains realised while it is approved as a VCT.

The income of TP11 will be derived wholly or mainly from shares or other securities. Dividends received from other UK resident companies will constitute franked investment income and will not be subject to tax in the hands of TP11.

Withdrawal of approval

Approval of a VCT may be withdrawn by HMRC if the various tests set out above are not satisfied. Withdrawal of approval generally has effect from when notice is given to the VCT but, in relation to capital gains tax of the VCT only, can be backdated to not earlier than the first day of the accounting period commencing immediately after the last accounting period of the VCT in which all of the tests were satisfied.

PART 2: FINANCIAL INFORMATION ON TP11

Financial information on TP11 is published in the audited annual report for the year ended 28 February 2021.

The annual report for the year ended 28 February 2021 was audited by BDO LLP of 150 Aldersgate Street, London EC1A 4AB and was without qualification and contained no statements under section 498(2) or (3) of the CA 2006.

The annual report referred to above was prepared in accordance with IFRS, the fair value rules of the CA 2006 and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies'. The annual report contains a description of TP11's financial condition, changes in financial condition and results of operation and the pages of this report referred to below are being incorporated by reference and can be accessed at the following website: www.triplepoint.co.uk.

Where only certain parts of a document are incorporated by reference, the non-incorporated parts are either not relevant for an Investor or covered elsewhere in the Prospectus.

Such financial information includes the following:

	Annual report for the year ended 28 February 2021
Balance sheet	Page 88
Income statement or equivalent	Page 87
Statement showing all changes in equity (or equivalent note	Page 89
Cash flow statement	Page 90
Accounting policies and notes	Page 99
Auditor's report	Page 81

The information in the annual report has been prepared in a form consistent with that which will be adopted in TP11's next published annual financial statements with regard to accounting standards and policies and legislation applicable to those financial statements.

Such information also includes operating/financial reviews as follows:

	Annual report for the year ended 28 February 2021
Financial summary	Page 4
Chairman's statement	Page 7
Investment policy	Page 16
Investment manager's review	Page 33
Investment portfolio	Page 52

As at 28 February 2021, the audited NAVs per A Share, B Share and Venture Share were 52.43p, 57.36p and 93.26p respectively. As at 4 August 2021, the unaudited NAV per Venture Share was 108.43p.

Save for the publication of its unaudited NAV per Venture Share as at 28 May 2021 and 4 August 2021 of 101.06p and 108.43p respectively and save in respect of the net proceeds of £8.2 million that were raised by TP11 under the 2020 Offer, there has been no significant change in the financial position of TP11 since 28 February 2021 (being the date to which audited financial information was last published).

PART 3: INVESTMENT PORTFOLIO AND PRINCIPAL INVESTMENTS OF TP11

A Share Portfolio

The investment portfolio of the A Share Fund as at the date of this document is set out in the table below (the valuations being the audited valuations as at 28 February 2021, the latest date for which audited valuations have been announced).

	Cost		Valuation
	£'000	%	£'000	%
Unquoted qualifying holdings	4,073	98.74	4,887	98.85
Non-Qualifying holdings	-	-	-	-
Financial assets at fair value through profit or loss	4,073	98.74	4,887	98.85
Cash and cash equivalents	52	1.26	52	1.05
	4,125	100.00	4,939	100.00

Qualifying Holdings

Unquoted

Hydroelectric Power

Green Highland Allt Choire A Bhalachain (225) Ltd	30	0.73	36	0.73
Green Highland Allt Ladaidh (1148) Ltd	1,470	35.64	2,201	44.56
Green Highland Allt Luaidhe (228) Ltd	855	20.73	1,037	21.00
Green Highland Allt Phocachain (1015) Ltd	858	20.80	1,021	20.67
Green Highland Shenval Ltd	860	20.85	592	11.99
	4,073	98.74	4,887	98.85
	Cost		Valuation
---	---	---	---	---
Non-Qualifying Holdings	£'000	%	£'000	%
Unquoted
SME Funding:
Hydroelectric Power
Broadpoint 2 Ltd	-	-	-	-
	-	-	-	-

Since 28 February 2021 there have been no new investments and no investment realisation within the A Share Fund.

Since 28 February 2021 there has been no significant change in the value of the unquoted investments in the A Share portfolio.

B Share Portfolio

The investment portfolio of the B Share Fund as at the date of this document is set out in the table below (the valuations being the audited valuations as at 28 February 2021, the latest date for which audited valuations have been announced).

	Cost		Valuation
	£'000	%	£'000	%
Unquoted qualifying holdings	5,100	82.40	2,969	73.17
Non-Qualifying holdings	1,005	16.24	1,005	24.77
Financial assets at fair value through profit or loss	6,105	98.64	3,974	97.94
Cash and cash equivalents	83	1.36	83	2.06
	6,188	100.00	4,057	100.00
Qualifying Holdings
Unquoted
Gas Power
Distributed Generators Ltd	3,200	51.70	1,925	47.44
Green Peak Generation Ltd	1,900	30.70	1,044	25.73
	5,100	82.40	2,969	73.17
	Cost		Valuation
Non-Qualifying Holdings	£'000	%	£'000	%
Unquoted
SME Funding
Hydroelectric Power
Broadpoint 3 Ltd	1,005	16.24	1,005	24.77
	1,005	16.24	1,005	24.77

Since 28 February 2021 there have been no new investments and no investment realisation within the B Share Fund.

Since 28 February 2021 there has been no significant change in the value of the unquoted investments in the B Share portfolio.

Venture Share Portfolio

The investment portfolio of the Venture Share Fund as at the date of this document is set out in the table below (the valuations being the audited valuations as at 28 February 2021, the latest date for which audited valuations have been announced).

	Cost		Valuation
	£'000	%	£'000	%
Unquoted qualifying holdings	8,327	59.00	8,492	59.42
Non-Qualifying holdings	470	3.33	483	3.38
Financial assets at fair value through profit or loss	8,797	62.33	8,975	62.80
Cash and cash equivalents	5,316	37.67	5,316	37.20
	14,113	100.00	14,291	100.00
Qualifying Holdings
Unquoted
Venture Investments
Striesen Holdings Pty Ltd (t/a Adepto)	300	2.13	315	2.20
Augnet Ltd	300	2.13	150	1.05
MWS Technology Ltd	150	1.06	177	1.24
Counting Ltd (t/a Counting Up)	920	6.52	1,044	7.31
Ably Real Time Ltd	500	3.54	500	3.50
Heydoc Ltd	400	2.83	400	2.80
Vyne Technologies Ltd	560	3.97	894	6.26
Homelyfe Limited (t/a Aventus)	500	3.54	475	3.32
Digital Therapeutics Inc (t/a Quit Genius)	698	4.95	614	4.30
Adfenix AB	799	5.66	723	5.06
Credit Kudos	500	3.54	500	3.50
Artificial Artists	150	1.06	150	1.05
Veremark	150	1.06	150	1.05
Localz	500	3.54	500	3.50
Sealit	200	1.42	200	1.40
Bkwai	200	1.42	200	1.40
Exate	500	3.54	500	3.50
Expression Insurance	500	3.54	500	3.50
Kamma	500	3.54	500	3.50
	8,327	59.00	8,492	59.42
	Cost		Valuation
---	---	---	---	---
	£'000	%	£'000	%
Non-Qualifying Holdings
Unquoted
Other
Modern Power Generation Ltd	470	3.33	483	3.38

470	3.33	483	3.38

Since 28 February 2021 there have been 8 new investments made by the Venture Share Fund at an investment cost of £4,367,000 and no realisations.

Save for the publication of its unaudited NAV per Venture Share as at 28 May 2021 and 4 August 2021 of 101.06p and 108.43p respectively, since 28 February 2021 there has been no significant change in the value of the unquoted investments in the Venture Share portfolio.

Covid-19

The Board continues to consider the potential impact of the Covid-19 pandemic on valuations across TP11's portfolio of investee companies and believes that the pandemic will continue to have a minimal impact across the investments in the A Share Fund and the B Share Fund. With regards to the newer Venture Share Fund, given that all investments in the portfolio have been made within the last 26 months, most of the investee companies within the Venture Share Fund have been in a good cash position to manage through the pandemic and as such, the Board believes that any impact on valuations as a result of the pandemic will in the short term be small and in the medium to long-term should not be affected.

PART 4: ADDITIONAL INFORMATION ON TP11

1. INCORPORATION

1.1 TP11 was incorporated and registered in England and Wales on 23 July 2010 under the CA 2006 with registered number 07324448 as a public company limited by shares (LEI: 213800AOOAQA5XQDEA89).

1.2 On 7 September 2010, the Registrar of Companies issued TP11 with a certificate under Section 117 of the CA 2006 entitling it to commence business. On 10 September 2010 TP11 gave notice to the Registrar of Companies of its intention to carry on business as an investment company under section 833 of the CA 2006.

1.3 Triple Point was incorporated in England and Wales on 28 July 2006 as a limited liability partnership with registered number OC321250.

2. REGISTERED OFFICES AND PRINCIPAL LEGISLATION

2.1 The registered office of TP11 is at 1 King William Street, London EC4N 7AF and its telephone number is +44 (0) 20 7201 8989 and its website address is: www.triplepoint.co.uk. The information on the website does not form part of the Prospectus unless that information is incorporated by reference into the Prospectus. The principal legislation under which TP11 operates and which governs the Shares is the CA 2006 and regulations made thereunder. TP11 is authorised and regulated by the FCA as a self-managed alternative investment fund.

2.2 The registered office of Triple Point is at 1 King William Street, London EC4N 7AF and its telephone number is +44 (0) 20 7201 8989 and its website address is: www.triplepoint.co.uk. The principal legislation under which Triple Point operates is the Limited Liability Partnerships Act 2000 and regulations made thereunder. Triple Point is authorised and regulated by the FCA for the conduct of its investment businesses.

3. SHARE AND LOAN CAPITAL

3.1 TP11 was incorporated with an issued share capital of £600,000 divided into 55,000,000 ordinary shares of 1p each and 50,000 redeemable preference shares of £1 each. 50,000 redeemable preference shares were redeemed on 6 September 2011 and were each re-designated and subdivided into 100 shares in the authorised, but unissued, ordinary share capital of TP11.

3.2 The following ordinary and special resolutions were passed at TP11's annual general meeting held on 12 July 2021:

Ordinary Resolution

3.2.1 That, in addition to existing authorities, the Directors be and hereby are authorised in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all of the powers of TP11 to allot Venture Shares up to an aggregate nominal value of £300,000 in connection with offers for subscription, representing approximately 79.25% of the issued share capital of TP11 as at 26 May 2021, provided that the authority conferred by this resolution shall expire at the conclusion of TP11's next annual general meeting or on the expiry of fifteen months following the passing of this resolution, whichever is the later (unless previously renewed, varied or revoked by TP11 in general meeting).

Special Resolutions

3.2.2 That, the Directors be and hereby are empowered pursuant to Section 570(1) of CA 2006 to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of CA 2006) for cash pursuant to the authority given in accordance with Section 551 of CA 2006 by the above resolution as if Section 561(1) of CA 2006 did not apply to such allotments, provided that the power provided by this resolution shall expire at the conclusion of TP11's next annual general meeting or on the expiry of fifteen months following the passing of this Resolution, whichever is the later (unless previously renewed, varied or revoked by TP11 in general meeting).

3.2.3 That, TP11 be and is hereby authorised to make one or more market purchases (within the meaning of section 693(4) of the CA 2006) of A Shares, B Shares and Venture Shares provided that:

i. the maximum aggregate number of A Shares authorised to be purchased is an amount equal to 10% of the issued A Shares (equated to 995,113 A Shares) as at the date of this resolution;

ii. the maximum aggregate number of B Shares authorised to be purchased is an amount equal to 10% of the issued B Shares (equated to 680,535 B Shares) as at the date of this resolution;

iii. the maximum aggregate number of Venture Shares authorised to be purchased is an amount equal to 10% of the Issued Venture Shares (equated to 2,109,996 Venture Shares) as at the date of this resolution;

iv. the minimum price which may be paid for an A Share, a B Share and a Venture Share is 1 pence;

v. the maximum price which may be paid for an A Share, a B Share or a Venture Share is an amount, exclusive of expenses, equal to 105 per cent. of the average of the middle market prices for the A Shares, B Shares and Venture Shares as derived from the Daily Official List of the FCA for the five business days immediately preceding the day on which that A Share, B Share or Venture Share (as applicable) is purchased;

vi. this authority shall expire either at the conclusion of the next annual general meeting of TP11 or 15 months following the date of the passing of this resolution, whichever is the first to occur (unless previously renewed, varied or revoked by TP11 in general meeting), provided that TP11 may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and TP11 may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.

3.3 At the date of this document the issued fully paid share capital of TP11 is:

Class of Share	Nominal value (£)	Issued Number	Issued Amount
A Shares	£0.01	9,777,285	£97,772.85
B Shares	£0.01	6,758,795	£67,587.95
Venture Shares	£0.01	23,087,868	£230,878.68

3.4 The issued fully paid share capital of TP11 immediately after the Offer has closed (assuming £25,000,000 is raised under the Offer, including the £15,000,000 over-allotment facility, NAVs per Venture Share of 108.43 pence and 97.60 pence for the purpose of the calculation of the price of the New Venture Shares, that the average issue costs per New Venture Share are 5.5% and that no Shares are bought back by TP11 or issued outside of the Offer) will be as follows:

Class of Share	Nominal Value (£)	Issued Number	Issued Amount
A Shares	£0.01	9,777,285	£97,772.85
B Shares	£0.01	6,758,795	£67,587.95
Venture Shares (assuming NAV of 108.43p)	£0.01	44,876,118	£448,761.18
Venture Shares (assuming NAV of 97.60p)	£0.01	47,293,811	£472,938.11

3.5 Other than the issue of New Venture Shares under the Offer, TP11 has no present intention to issue any Shares.

3.6 TP11 does not have in issue any securities not representing share capital.

3.7 The provisions of Section 561(1) of the CA 2006 (to the extent not dis-applied pursuant to Sections 570 or 571 of the CA 2006) confer on shareholders certain rights of pre-emption in respect of the

allotment of equity securities (as defined in Section 560(1) of the CA 2006) which are, or are to be, paid up in cash and will apply to TP11, except to the extent dis-applied by TP11 in a general meeting. Subject to certain limited exceptions, unless the approval of Shareholders in a general meeting is obtained, TP11 must normally offer shares to be issued for cash to holders on a pro rata basis.

3.8 The New Venture Shares will be in registered form. No temporary documents of title will be issued and prior to the issue of definitive certificates, transfers will be certified against the register. It is expected that definitive share certificates for the New Venture Shares not to be held through CREST will be posted to those allotted New Venture Shares as soon as practicable following allotment of the relevant shares. New Venture Shares to be held through CREST will be credited to CREST accounts on Admission. CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and otherwise than by a written instrument. The Articles permit the holding of shares in CREST.

3.9 The ISIN and SEDOL Codes of the Venture Shares are GB00BDTYGZ09 and BDTYGZ0 respectively.

4. MEMORANDUM AND ARTICLES OF ASSOCIATION

4.1 The memorandum of association of TP11 provides that its principal object is to carry on the business of a VCT. The objects of TP11 are set out in full in article 2.1 of the Articles.

4.2.1 The Articles contain, inter alia, the following provisions:

4.2.1 Voting Rights

Subject to any disenfranchisement as provided in paragraph 4.2.4 below the Shares shall carry the right to receive notice of or to attend or vote at any general meeting of TP11 and on a show of hands every holder of Shares present in person (or being a corporation, present by authorised representative) shall have one vote and, on a poll, every holder of Shares who is present in person or by proxy shall have one vote for every Share of which he is the holder. The Shares shall rank pari-passu as to rights to attend and vote at any general meeting of TP11.

4.2.2 Transfer of Shares

The Shares are in registered form and will be freely transferable free of all liens. All transfers of Shares must be effected by a transfer in writing in any usual form or any other form approved by the Directors. The instrument of transfer of a Share shall be executed by or on behalf of the transferor and, in the case of a partly paid Share, by or on behalf of the transferee. The Directors may refuse to register any transfer of a partly paid Share, provided that such refusal does not prevent dealings taking place on an open and proper basis, and may also refuse to register any instrument of transfer unless:

4.2.2.1 it is duly stamped (if so required), is lodged with TP11's registrars or at such other place as the Directors may appoint and is accompanied by the certificate for the shares 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;

4.2.2.2 it is in respect of only one class of Share;

4.2.2.3 the transferees do not exceed four in number.

4.2.3 Dividends

TP11 may in general meeting by ordinary resolution declare dividends to be paid to members in accordance with the Articles, provided that no dividend shall be payable in excess of the amount recommended by the Directors. The Directors may pay such interim dividends as appear to them to be justified. No dividend or other monies payable in respect of a Share shall bear interest as against TP11. There are no fixed dates on which entitlement to a dividend arises. All dividends unclaimed for a period of twelve years after being declared or becoming due for payment shall be forfeited and shall revert to TP11.

The A Shares shall entitle their holders to receive such dividends as the Directors may resolve to pay out of the net assets attributable to the A Shares and from income received and accrued which is attributable to the A Shares.

The B Shares shall entitle their holders to receive such dividends as the Directors may resolve to pay out of the net assets attributable to the B Shares and from income received and accrued which is attributable to the B Shares.

The Venture Shares shall entitle their holders to receive such dividends as the Directors may resolve to pay out of the net assets attributable to the Venture Shares and from income received and accrued which is attributable to the Venture Shares.

The Directors may, with the prior sanction of an ordinary resolution of TP11, offer Shareholders the right to elect to receive, in respect of all or part of their holding of Shares, additional Shares credited as fully paid instead of cash in respect of all or part of such dividend or dividends and (subject as hereinafter provided) upon such terms and conditions and in such manner as may be specified in such ordinary resolution. The ordinary resolution shall confer the said power on the Directors in respect of all or part of a particular dividend or in respect of all or any dividends (or any part of such dividends) declared or paid within a specified period but such period may not end later than the date of the annual general meeting next following the date of the general meeting at which such ordinary resolution is passed.

4.2.4 Disclosure of Interest in Shares

If any Shareholder or other person appearing to be interested in Shares is in default in supplying within 14 days after the date of service of a notice requiring such member or other person to supply to TP11 in writing all or any such information as is referred to in Section 793 of the CA 2006, the Directors may, for such period as the default shall continue, impose restrictions upon the relevant Shares.

The restrictions available are the suspension of voting or other rights conferred by membership in relation to meetings of TP11 in respect of the relevant Shares and additionally in the case of a Shareholder representing at least 0.25% by nominal value of any class of shares of TP11 then in issue, the withholding of payment of any dividends on, and the restriction of transfer of, the relevant Shares.

4.2.5 Distribution of Assets on Liquidation

On a winding-up any surplus assets will be divided amongst the holders of each class of Shares in TP11 according to the respective numbers of Shares held by them and in accordance with the provisions of the Act, subject to the rights of any shares which may be issued with special rights or privileges.

To the extent that there are A Shares, an amount equivalent to the aggregate Net Asset Value of the A Shares, calculated in accordance with TP11's usual accounting policies and adjusted for any amounts as the liquidator may consider appropriate so as to be a fair value for the A Shares, will be divided amongst the holders of the A Shares.

To the extent that there are B Shares, an amount equivalent to the aggregate Net Asset Value of the B Shares, calculated in accordance with TP11's usual accounting policies and adjusted for any amounts as the liquidator may consider appropriate so as to be a fair value for the B Shares, will be divided amongst the holders of the B Shares.

To the extent that there are Venture Shares, an amount equivalent to the aggregate Net Asset Value of the Venture Shares, calculated in accordance with TP11's usual accounting policies and adjusted for any amounts as the liquidator may consider appropriate so as to be a fair value for the Venture Shares, will be divided amongst the holders of the Venture Shares.

The Articles provide that the liquidator may, with the sanction of a special resolution and any other sanction required by the Act, divide amongst the members in specie the whole or any part of the assets of TP11 in such manner as he may determine.

4.2.6 Changes in Share Capital

4.2.6.1 Without prejudice to any rights attaching to any existing Shares, any Share may be issued with such rights or restrictions as TP11 may by ordinary resolution determine or, in the absence of such determination, as the Directors may determine. Subject to the Act, TP11 may issue Shares, which are, or at the option of TP11 or the holder are, liable to be redeemed.

4.2.6.2 TP11 may by ordinary resolution increase its share capital, consolidate and divide all or any of its share capital into Shares of larger amount, sub-divide its Shares or any of them into Shares of smaller amounts or cancel or reduce the nominal value of any Shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount so cancelled or the amount of the reduction.

4.2.6.3 Subject to the CA 2006, TP11 may by special resolution reduce its share capital, any capital redemption reserve and any share premium account, and may also, subject to the CA 2006, purchase its own Shares.

4.2.6.4 TP11 may by ordinary resolution convert any fully paid up Shares into stock of the same class as the Shares which shall be so converted and reconvert such stock into fully paid up Shares of the same class and of any denomination.

4.2.7 Variation of Rights

Whenever the capital of TP11 is divided into different classes of Shares, the rights attached to any class may (unless otherwise provided by the terms of issue of that class) be varied or abrogated either with the consent in writing of the holders of not less than three-fourths of the nominal amount of the issued Shares of the class or with the sanction of a resolution passed at a separate meeting of such holders.

4.2.8 Conversion Rights

The Shares have no conversion rights under the provisions of the Articles.

4.2.9 Directors

Unless and until otherwise determined by TP11 in general meeting, pursuant to Article 122, the number of Directors shall not be fewer than two or more than ten. The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of the Directors be fewer than the prescribed minimum the remaining Director or Directors shall forthwith appoint an additional Director or additional Directors to make up such minimum or shall convene a general meeting of TP11 for the purpose of making such appointment.

Any Director may in writing under his hand appoint (a) any other Director, or (b) any other person who is approved by the Board as hereinafter provided, to be his alternate. A Director may at any time revoke the appointment of an alternate appointed by him. Every person acting as an alternate Director of TP11 shall be an officer of TP11, shall alone be responsible to TP11 for his own acts and defaults, and shall not be deemed to be the agent of or for the Director appointing him.

Subject to the provisions of the Statutes (as defined in TP11's articles of association), the Directors may from time to time appoint one or more of their body to be managing director or joint managing directors of TP11 or to hold such other executive office in relation to the management of the business of TP11 as they may decide.

A Director may continue or become a Director or other officer, servant or member of any company promoted by TP11 or in which they may be interested as a vendor, shareholder, or otherwise, and no such Director shall be accountable for any remuneration or other benefits derived as Director or other officer, servant or member of such company.

The Directors may from time to time appoint a chairman of TP11 (who need not be a Director of TP11) and may determine his duties and remuneration and the period for which he is to hold office.

The Directors may from time to time provide for the management and transaction of the affairs of TP11 in any specified locality, whether at home or abroad, in such manner as they think fit.

4.2.10 Directors' Interests

4.2.10.1 A Director who is in any way, directly or indirectly, interested in a transaction or arrangement with TP11 shall, at a meeting of the Directors, declare, in accordance with the CA 2006, the nature of his interest.

4.2.10.2 Provided that he has declared his interest in accordance with paragraph 4.2.10.1, a Director may be a party to or otherwise interested in any transaction or arrangement with TP11 or in which TP11 is otherwise interested and may be a director or other officer or otherwise interested in any body corporate promoted by TP11 or in which TP11 is otherwise interested. No Director so interested shall be accountable to TP11, by reason of his being a Director, for any benefit that he derives from such office or interest or any such transaction or arrangement.

4.2.10.3 A Director shall not vote nor be counted in the quorum at a meeting of the Directors in respect of a matter in which he has any material interest otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise in or through TP11, unless his interest arises only because the case falls within one or more of the following paragraphs:

(a) the giving to him of any guarantee, security or indemnity in respect of money lent or an obligation incurred by him at the request of or for the benefit of TP11 or any of its subsidiary undertakings;

(b) the giving to a third party of any guarantee, security or indemnity in respect of a debt or an obligation of TP11 or any of its subsidiary undertakings for which he has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

(c) any proposal concerning the subscription by him of shares, debentures or other securities of TP11 or any of its subsidiary undertakings or by virtue of his participating in the underwriting or sub-underwriting of an offer of such shares, debentures or other securities;

(d) any proposal concerning any other company in which he is interested, directly or indirectly, whether as an officer or shareholder or otherwise, provided that he and any persons connected with him do not to his knowledge hold an interest in shares representing 1% or more of any class of the equity share capital of such company or of the voting rights available to members of the relevant company;

(e) any proposal relating to an arrangement for the benefit of the employees of TP11 or any subsidiary undertaking which does not award to any Director as such any privilege or advantage not generally awarded to the employees to whom such arrangement relates;

(f) any arrangement for purchasing or maintaining for any officer or auditor of TP11 or any of its subsidiaries insurance against any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, breach of duty or breach of trust for which he may be guilty in relation to TP11 or any of its subsidiaries of which he is a Director, officer or auditor.

4.2.10.4 When proposals are under consideration concerning the appointment of two or more Directors to offices or employment with TP11 or any company in which TP11 is interested the proposals may be divided and considered in relation to each Director separately and (if not otherwise precluded from voting) each of the Directors

concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.

4.2.11 Remuneration of Directors

4.2.11.1 The ordinary remuneration of the Directors shall be such amount as the Directors shall from time to time determine (provided that unless otherwise approved by TP11 in general meeting the aggregate ordinary remuneration of such Directors, including fees, shall not exceed £100,000 per year) to be divided among them in such proportion and manner as the Directors may determine. The Directors shall also be paid by TP11 all reasonable travelling, hotel and other expenses they may incur in attending meetings of the Directors or general meetings or otherwise in connection with the discharge of their duties.

4.2.11.2 Any Director who, by request of the Directors, performs special services for any purposes of TP11 may be paid such reasonable extra remuneration as the Directors may determine.

4.2.11.3 The emoluments and benefits of any executive Director for his services as such shall be determined by the Directors and may be of any description, including membership of any pension or life assurance scheme for employees or their dependants or, apart from membership of any such scheme, the payment of a pension or other benefits to him or his dependants on or after retirement or death.

4.2.12 Retirement of Directors

At the annual general meeting of TP11 next following the appointment of a Director he shall retire from office. A Director shall also retire from office at or before the third annual general meeting following the annual general meeting at which he last retired and was re-elected. A retiring Director shall be eligible for re-election. A Director shall be capable of being appointed or re-appointed despite having attained any particular age and shall not be required to retire by reason of his having attained any particular age, subject to the provisions of the Act.

4.2.13 Borrowing Powers

Subject as provided below, the Directors may exercise all the powers of TP11 to borrow money and to mortgage or charge its undertaking, property and uncalled capital. The Directors shall restrict the borrowings of TP11 and exercise all voting and other rights or powers of control over its subsidiary undertakings (if any) so as to secure that the aggregate amount of money borrowed by the group, being TP11 and any subsidiary undertakings for the time being (excluding intra-group borrowings), shall not without the previous sanction of an ordinary resolution of TP11 exceed a sum equal to 30% of TP11's NAV at the time of any borrowing.

4.2.14 Distribution of Realised Capital Profits

In respect of any period prior to 5 April 2012, at any time when TP11 has given notice in the prescribed form (which has not been revoked) to the Registrar of Companies of its intention to carry on business as an investment company ("a Relevant Period") the distribution of TP11's capital profits shall be prohibited. The Board shall establish a reserve to be called the capital reserve. ("Capital Reserve"). During a Relevant Period, all surpluses arising from the realisation or revaluation of investments and all other monies realised on or derived from the realisation, payment or other dealing with any capital asset in excess of the book value thereof and all other monies which are considered by the Board to be in the nature of accretion to capital shall be credited to the Capital Reserve. Subject to the CA 2006, the Board may determine whether any amount received by TP11 is to be dealt with as income or capital or partly one way and partly the other. During a Relevant Period, any loss realised on the realisation or payment or other dealing with investments, or other capital losses, and, subject to the CA 2006, any expenses, loss or liability (or provision therefor) which the Board considers to relate to a capital item or which the Board otherwise considers appropriate to be debited to the Capital Reserve shall be carried to the debit of the Capital Reserve. During a Relevant Period, all sums carried and standing to the credit of the Capital Reserve may be applied for any of the purposes for which sums standing to any revenue reserve are applicable except and provided that during a Relevant Period no part of the Capital Reserve or any other money

in the nature of accretion to capital shall be transferred to the revenue reserves of TP11 or be regarded or treated as profits of TP11 available for distribution except for the purpose of redeeming or purchasing its own shares in accordance with Sections 687 and 692 of the CA 2006 or applied in paying dividends on any shares in TP11. In periods other than a Relevant Period, any amount standing to the credit of the Capital Reserve may be transferred to the revenue reserves of TP11 or be regarded or treated as profits of TP11 available for distribution or applied in paying dividends on any shares in TP11.

4.2.15 Duration of TP11

Article 182B of the Articles provides that on or before the later of (i) the tenth anniversary of Admission and (ii) the tenth anniversary of the last allotment of Venture Shares, the Directors shall propose an ordinary resolution and, if passed, draw up proposals for the reorganisation or reconstruction of TP11 in respect of the Venture Shares, for submission to the members of TP11 at a general meeting to be convened by the Directors as soon as reasonably practicable without prejudice to the VCT status of TP11. Implementation of the proposals will require the approval of members by special resolution. For the purpose of this, an ordinary resolution will only have been carried if those members present in person or by proxy who vote for such resolution hold in aggregate not less than twenty five per cent of the issued share capital of TP11 at such time.

4.2.16 General Meetings

Annual general meetings shall be held at such time and place as may be determined by the Directors and not more than fifteen months shall elapse between the date of one annual general meeting and that of the next. The Directors may, whenever they think fit, convene a general meeting of TP11, and general meetings shall also be convened on such requisition or in default may be convened by requisition as are provided by the Statutes, as defined in TP11's articles of association. Any meeting so convened by requisition shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the Directors.

An annual general meeting and a general meeting called for the passing of a special resolution shall be called by not less than twenty-one days' notice in writing, and all other general meetings of TP11 shall be called by not less-than fourteen days' notice in writing. The notice shall be exclusive of the day on which it is given and of the day of the meeting and shall specify the place, the day and hour of meeting, and, in case of special business, the general nature of such business. The notice shall be given to the members, other than those who, under the provisions of TP11's articles or the terms of issue of the shares they hold, are not entitled to receive notice from TP11, to the Directors and to the Auditors. A notice calling an annual general meeting shall specify the meeting as such and the notice convening a meeting to pass a special resolution or an ordinary resolution as the case may be shall specify the intention to propose the resolution as such.

In every notice calling a meeting of TP11 or any class of the members of TP11 there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him and that a proxy need not also be a member.

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened by or upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such time (being not less than fourteen days and not more than twenty-eight days hence) and at such place as the Chairman shall appoint. At any such adjourned meeting the member or members present in person or by proxy and entitled to vote shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place. TP11 shall give not less than seven clear days' notice of any meeting adjourned for the want of a quorum and the notice shall state that the member or members present as aforesaid shall form a quorum.

The chairman may, with the consent of the meeting (and shall, if so directed by the meeting), adjourn any meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

4.2.17 Distributable Profits

The profits available for distribution of TP11, from whatever source and howsoever arising (including for the avoidance of doubt from any special reserve created upon the cancellation of any part of TP11's share premium account), shall be available for the benefit of all share classes of TP11 to facilitate the payment of dividends, distributions or the making of share purchases, and notwithstanding any other provision of the Articles in relation to the keeping of separate accounts or otherwise, and shall be accounted for on a company-wide basis. This shall enable the use of profits available for distribution of TP11 from whatever source and howsoever arising for the purposes of payment of dividends or distributions on, or purchases of, the A Shares, the B Shares and the Venture Shares and any other class of share of TP11 from time to time. Any such dividend or distribution on or purchase of an A Share, a B Share or a Venture Share shall result in a corresponding deduction in the assets attributable to that class of Share and will not transfer any net asset value between the different share classes.

5 CREST

CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument. The Articles are consistent with CREST membership and allow for the holding and transfer of Shares in un-certificated form pursuant to the Uncertified Securities Regulations 1995. The Venture Shares have been made eligible for settlement in CREST.

6 DIRECTORS' INTERESTS

6.1 As at the date of this document the Directors, their immediate families and connected persons within the meaning of Rule 3 of the DTRs have, and, assuming: (1) a full subscription, including the over-allotment facility, and an allotment of 21,788,250 New Venture Shares under the Offer; and (2) that the cost of the Offer on aggregate (including any commission payable to an authorised financial adviser/authorised introducer) are 5.5%, immediately following the Offer the Directors their immediate families and connected persons within the meaning of DTR 3 will have, the following interests in the share capital of TP11, the existence of which is known to or could with reasonable diligence be ascertained by that Director:

	Number of Shares before the Offer			% of Issued Shares before the Offer
	A Shares	B Shares	Venture Shares	A Shares	B Shares	Venture Shares
Jane Owen	24,624	24,378	50,532	0.3%	0.4%	0.2%
Chad Murrin	24,874	24,624	24,437	0.3%	0.4%	0.1%
Tim Clarke	-	24,624	74,261	-	0.4%	0.3%
	Number of Shares following the Offer			% of Issued Shares following the Offer
---	---	---	---	---	---	---
	A Shares	B Shares	Venture Shares	A Shares	B Shares	Venture Shares
Jane Owen	24,624	24,378	72,320	0.3%	0.4%	0.2%
Chad Murrin	24,874	24,624	41,867	0.3%	0.4%	0.1%
Tim Clarke	-	24,624	96,049	-	0.4%	0.2%

6.2 TP11 is not aware of any person who (i) at the date of this document and after the Offer has closed, has or will hold, directly or indirectly, voting rights representing 3% or more of the issued share capital of TP11 to which voting rights are attached or (ii) could, directly or indirectly, jointly or severally, exercise control over TP11.

6.3 No Shareholder has voting rights in respect of the share capital of TP11 (issued or to be issued) which differ from any other Shareholder.

6.4 TP11 and the Directors are not aware of any arrangements the operation of which may at a subsequent date result in a change of control of TP11.

6.5 No Director has any interest in any transactions which are or were unusual in their nature or conditions or which are or were significant to the business of TP11 and which were effected by TP11 in the current or immediately preceding financial year or which were effected during an earlier financial year and which remain in any respect outstanding or unperformed.

6.6 In addition to their directorships of TP11, the Directors currently hold, and during the five years preceding the date of this document have held, the following positions, directorships, partnerships or been a member of the senior management:

Name	Position	Name of company/partnership	Position still held (Y/N)
Jane Owen	Director	James Allen's Girls' School	N
	Director	London General Insurance Company Limited	N
	Director	London General Life Company Limited	N
	Director	TWG Europe Limited	N
	Director	TWG Services Limited	N
	Director	Broadpoint Short Term Credit Limited (dissolved)	N
Chad Murrin	Director	Doneloans Limited	Y
	Director	Brooklyn Road Management Company Limited	N
	Director	Keytask Management Limited	Y
	Director	St Chad's (Birmingham) Holdings Limited	N
	Director	St Chad's (Birmingham) Hotel Limited	N
	Director	Hammets Wharf Management Limited	Y
	Director	Murrin Associates Limited	Y
	Director	Corporate Development Association Limited	Y
	Director	EW Beard (Holdings) Limited	Y
	Director	Guildford Cricket Club Limited	Y
	Director	Yorkset Managers 1 Limited	Y
	Director	Yorkset Managers 2 Limited	Y
	Director	Guildford Beer Festival Limited	Y
	Director	Procom-IM Ltd	Y
	Member	Magdalen Victoria LLP	Y
	Director	E.W. Beard Limited	N
	Director	Peabody Group Maintenance Limited	N

	Director	Kiln Barn Contracts Limited (dissolved)	N
	Director	TP70 VCT plc (dissolved)*	N
Tim Clarke	Director	King Edward VI Academy Trust Birmingham	Y
	Director	BHX (Scotland) Limited	Y
	Director	Birmingham Airport Limited	Y
	Director	Birmingham Airport (Finance) plc	Y
	Director	Birmingham Airport Developments Limited	Y
	Director	BHX Fire and Rescue Limited	Y
	Director	Birmingham Airport Operations Limited	Y
	Director	Birmingham Airport Air Traffic Limited	Y
	Director	First Castle Developments Limited	Y
	Director	Euro-Hub (Birmingham) Limited	Y
	Director	Birmingham Airport (Holdings) Limited	Y
	Director	Birmingham Airport Services Limited	Y
	Director	Timothy Taylor & Co., Limited	Y
	Director	Hall & Woodhouse Limited	Y
	Director	Associated British Foods plc	N
	Director	The Elgar Foundation	N

in members' voluntary liquidation prior to being dissolved

The business address of all the Directors is 1 King William Street, London EC4N 7AF.

6.7 Save as disclosed above, none of the Directors has at any time within the last five years:

had any convictions (whether spent or unspent) in relation to offences involving fraud or dishonesty;
been the subject of any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated recognised professional bodies) or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company;
been a director or senior manager of a company which has been put into receivership, compulsory liquidation, administration, company voluntary arrangement or any composition or arrangement with its creditors generally or any class of its creditors; or
been the subject of any bankruptcy or been subject to an individual voluntary arrangement or a bankruptcy restrictions order.

6.8 There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any Director was selected as a member of the administrative, management or supervisory bodies or member of senior management.

6.9 There are no outstanding loans or guarantees provided by TP11 for the benefit of any of the Directors nor are there any loans or any guarantees provided by any of the Directors for TP11.

6.10 The Directors and, save as set out under the heading "Co-Investment Policy" on page 27, the Investment Manager and members of the Investment Management Team, do not have any conflicts of interest between their duties to TP11 and their private interests or other duties.

6.11 For the financial year ended 28 February 2021, the remuneration of Jane Owen was £22,500, the remuneration for Chad Murrin was £18,000 and the remuneration for Tim Clarke was £18,000. No amounts have been set aside or have been accrued by TP11 to provide pension, retirement or similar benefits to the Directors.

6.12 None of the Directors has a service contract with TP11 and no such contract is proposed. Each of the Directors has been appointed on terms which can be terminated by either party on three months' notice.

6.13 The Directors are not entitled to compensation other than payment in lieu of notice on termination of their directorships.

7 TP11 AND ITS SUBSIDIARIES

TP11 does not have any subsidiaries.

8 OFFER AGREEMENT

Under an offer agreement dated 15 September 2021, between TP11, the Directors, Howard Kennedy, Triple Point and members of the Investment Manager (the "Offer Agreement"), Howard Kennedy has agreed to act as sponsor to the Offer and Triple Point has agreed, as agent of TP11, to use its reasonable endeavours to procure subscribers for the New Venture Shares on the terms and subject to the conditions set out in the Prospectus. TP11 will pay to Triple Point, subject to the approval of resolution 2 at the General Meeting, a single fee equal to the aggregate of (i) 5.5% of the aggregate value of accepted applications for New Venture Shares from Investors who have not invested their money through a financial intermediary/adviser and have invested directly into TP11 (ii) 2.5% of the aggregate value of accepted applications for New Venture Shares from advised Investors who have invested their money through a financial adviser, other than professional Investors and (iii) 5.5% of the aggregate value of accepted applications for New Venture Shares from Investors who have invested their money through an Execution-Only Broker or who are professional Investors. Triple Point has agreed to indemnify TP11 against the costs of the Offer excluding VAT exceeding 5.5% of the funds it raises, or such lower percentage as may be agreed by the Board and the Investment Manager. From this sum, Triple Point will discharge all external costs, including initial commissions and its own costs, in respect of the Offer but excluding any initial and ongoing charges agreed between an authorised financial adviser and the Investor.

Under the Offer Agreement, which may be terminated by Howard Kennedy in certain circumstances of breach, Triple Point, the members of the Investment Manager and the Directors have given certain warranties relating to the accuracy and completeness of the information contained in the Prospectus. Warranty claims must be made by no later than 30 days after the date of the publication of the audited accounts of TP11 for the accounting year ending 28 February 2023. The liability of the Directors and the members of the Investment Manager in respect of a breach of a warranty or representation is limited to £12,500 each. TP11 has also agreed to indemnify Howard Kennedy, without limit in time or amount, in respect of its role as Sponsor and in respect of certain losses if they arise under the Offer Agreement. The warranties and indemnity are customary for this type of agreement. The Offer Agreement may be terminated if any material statement in the Prospectus is untrue, any material omission from the Prospectus arises or any material breach of warranty in the Offer Agreement occurs and provided that such termination takes place prior to Admission.

9 TAKEOVERS AND MERGERS

9.1 Mandatory takeover bids

The City Code on Takeovers and Mergers (the "Code") applies to all takeover and merger transactions in relation to TP11 and operates principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders

of the same class are afforded equivalent treatment. The Code provides an orderly framework within which takeovers are conducted and the Panel on Takeovers and Mergers has now been placed on a statutory footing. The Takeovers Directive was implemented in the UK in May 2006 and since 6 April 2007 has effect through the CA 2006.

The Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. General Principle One states that all holders of securities of an offeree company of the same class must be afforded equivalent treatment and if a person acquires control of a company the other holders of securities must be protected. This is reinforced by Rule 9 of the Code which requires that a person, together with persons acting in concert with him, who acquires shares carrying voting rights which amount to 30% or more of the voting rights to make a general offer. "Voting rights" for these purposes means all the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting. A general offer will also be required where a person who, together with persons acting in concert with him, holds not less than 30% but not more than 50% of the voting rights, acquires additional shares which increase his percentage of the voting rights. Unless the Panel consents, the offer must be made to all other shareholders, be in cash (or have a cash alternative) and cannot be conditional on anything other than the securing of acceptances which will result in the offeror and persons acting in concert with him holding shares carrying more than 50% of the voting rights.

There are not in existence any current mandatory takeover bids in relation to TP11.

9.2 Squeeze out

Section 979 of the CA 2006 provides that if, within certain time limits, an offer is made for the share capital of TP11, the offeror is entitled to acquire compulsorily any remaining shares if it has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire not less than 90% in value of the shares to which the offer relates and in a case where the shares to which the offer relates are voting shares, not less than 90%, of the voting rights carried by those shares. The offeror would effect the compulsory acquisition by sending a notice to outstanding shareholders telling them that it will compulsorily acquire their shares and then, six weeks from the date of the notice, pay the consideration for the shares to the relevant company to hold on trust for the outstanding shareholders. The consideration offered to shareholders whose shares are compulsorily acquired under the CA 2006 must, in general, be the same as the consideration available under the takeover offer.

9.3 Sell out

Section 983 of the CA 2006 permits a minority shareholder to require an offeror to acquire its shares if the offeror has acquired or contracted to acquire shares in a company which amount to not less than 90% in value of all the voting shares in the company and carry not less than 90%, of the voting rights. Certain time limits apply to this entitlement. If a shareholder exercises its rights under these provisions, the offeror is bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.

10. NOTIFICATIONS OF SHAREHOLDINGS

The provisions of DTR 3 will apply to TP11 and its shareholders. DTR 3 sets out the notification requirements for shareholders and TP11 where the voting rights of a shareholder exceed, reach or fall below the threshold of 3% and each 1% thereafter up to 100%. DTR 5 provides that disclosure by a shareholder to TP11 must be made within two trading days of the event giving rise to the notification requirement and TP11 must release details to a Regulatory Information Service as soon as possible following receipt of a notification and by no later than the end of the trading day following such receipt.

11. CORPORATE GOVERNANCE

TP11 is a member of the Association of Investment Companies ("AIC") and complies with the AIC Code of Corporate Governance 2019 (the "AIC Code"), which provides a framework of best practice for listed investment companies and which complements the UK Corporate Governance Code (the "Code") published by the Financial Reporting Council in July 2018. TP11 has complied with the recommendations of the AIC Code and the relevant provisions of the Code save that (i) TP11 does not have a senior independent Director, as it is not thought appropriate given that TP11 has only two

non-executive Directors, excluding its chairman and (ii) the chairman of TP11 is the chairman of TP11's audit committee, which the Board considers appropriate give the size and complexity of TP11.

12. AUDIT COMMITTEE

The audit committee of TP11 comprises the Board and meets at least twice a year. TP11's auditors may be required to attend such meetings. The audit committee prepares a report each year addressed to the Shareholders for inclusion in TP11's annual report and accounts. The duties of the audit committee are, inter alia:

to review and approve the half yearly and annual results of TP11 and the statutory accounts before submission to the Board;
to review management accounts;
to consider the appointment of the external auditor, the level of audit fees and to discuss with the external auditor the nature and scope of the audit;
to consider matters of corporate governance as may generally be applicable to TP11 and make recommendations to the Board in connection therewith as appropriate.

13. NOMINATION AND REMUNERATION COMMITTEE

To date no nomination or remuneration committees have been established. Recommendations for the re-election of Directors are considered by the Board. Matters relating to remuneration of Directors are considered by the Board and any Director is excluded from meetings whose purpose is the setting of his own remuneration.

14 MATERIAL CONTRACTS

The following are the only contracts (not being contracts entered into in the ordinary course of business) which have been entered into by TP11 in the two years immediately preceding the date of this document or which are expected to be entered into prior to Admission and which are, or may be, material or which have been entered into at any time by TP11 and which contain any provision under which TP11 has any obligation or entitlement which is, or may be, material to TP11 as at the date of this document:

14.1 The offer agreement, details of which are set out in paragraph 8 above.

14.2 An offer agreement dated 14 September 2020 (the "2020 Offer Agreement"), between TP11, the Directors, Howard Kennedy, Triple Point and members of the Investment Manager, under which Howard Kennedy agreed to act as sponsor to the 2020 Offer and Triple Point agreed, as agent of TP11, to use its reasonable endeavours to procure subscribers for Venture Shares on the terms and subject to the conditions set out in the prospectus relating to the 2020 Offer (the "2020 Prospectus").

Under the 2020 Offer Agreement, Triple Point, the members of the Investment Manager and the Directors gave certain warranties relating to the accuracy and completeness of the information contained in the 2020 Prospectus. Warranty claims must be made by no later than 30 days after the date of the publication of the audited accounts of TP11 for the accounting year ending 28 February 2022. The liability of the Directors and the members of the Investment Manager in respect of a breach of a warranty or representation was limited to £12,500 each. TP11 also agreed to indemnify Howard Kennedy, without limit in time or amount, in respect of its role as sponsor and in respect of certain losses if they arose under the 2020 Offer Agreement. The warranties and indemnity were customary for this type of agreement

14.3 An offer agreement dated 11 September 2019 (the "2019 Offer Agreement"), between TP11, the Directors, Howard Kennedy, Triple Point and members of the Investment Manager, under which Howard Kennedy agreed to act as sponsor to the 2019 Offer and Triple Point agreed, as agent of TP11, to use its reasonable endeavours to procure subscribers for Venture Shares on the terms and subject to the conditions set out in the prospectus relating to the 2019 Offer (the "2019 Prospectus").

Under the 2019 Offer Agreement, Triple Point, the members of the Investment Manager and the Directors gave certain warranties relating to the accuracy and completeness of the information contained in the 2019 Prospectus. Warranty claims must be made by no later than 30 days after the date of the publication of the audited accounts of TP11 for the accounting year ending 28 February 2021. The liability of the Directors and the members of the Investment Manager in respect of a breach of a warranty or representation was limited to £12,500 each. TP11 also agreed to indemnify Howard Kennedy, without limit in time or amount, in respect of its role as sponsor and in respect of certain losses if they arose under the 2019 Offer Agreement. The warranties and indemnity were customary for this type of agreement.

14.4 An offer agreement dated 14 September 2018 (the "2018 Offer Agreement"), between TP11, the Directors, Howard Kennedy, Triple Point and members of the Investment Manager, under which Howard Kennedy agreed to act as sponsor to the 2018 Offer and Triple Point agreed, as agent of TP11, to use its reasonable endeavours to procure subscribers for Venture Shares on the terms and subject to the conditions set out in the prospectus relating to the 2018 Offer (the "2018 Prospectus").

Under the 2018 Offer Agreement, Triple Point, the members of the Investment Manager and the Directors gave certain warranties relating to the accuracy and completeness of the information contained in the 2018 Prospectus. Warranty claims must be made by no later than 30 days after the date of the publication of the audited accounts of TP11 for the accounting year ending 29 February 2020. The liability of the Directors and the members of the Investment Manager in respect of a breach of a warranty or representation was limited to £12,500 each. TP11 also agreed to indemnify Howard Kennedy, without limit in time or amount, in respect of its role as sponsor and in respect of certain losses if they arose under the 2018 Offer Agreement. The warranties and indemnity were customary for this type of agreement.

14.5 The investment management and administration agreement, the terms of which are summarised on pages 44 and 45.

14.6 The Directors' letters of appointment referred to in paragraph 6.12 above.

15 RELATED PARTY TRANSACTIONS

Save for the offer agreement set out at paragraph 8 above, the deed of variation to the IMA dated 26 March 2021, the fees paid to the Directors as detailed in paragraph 6.11 above, the fees payable to the Investment Manager for investment adviser services under the IMA and the fees payable to the Investment Manager under the 2020 Offer, there have been no other related party transactions or fees paid by TP11 since 28 February 2021 to the date of this document.

16. SPECIFIC DISCLOSURES IN RESPECT OF CLOSED ENDED FUNDS

16.1 The Investment Manager intends to use the proceeds of the Offer in accordance with TP11's object of spreading investment risk and in accordance with the Investment Policy set out in Part 1. The Investment Policy is in line with the VCT Rules and TP11 will not deviate from them to any material extent. Should a material change in the Investment Policy be deemed appropriate by the Board, in accordance with the requirements of the Listing Rules, a material change in the investment policy of TP11 will only be effected with the prior approval of Shareholders.

16.2 TP11 is required to comply with VCT Rules in respect of the investments it makes, as described in Part 1. TP11 has appointed Philip Hare & Associates LLP as its VCT status adviser. Philip Hare & Associates LLP will report to TP11 as a part of its annual reporting obligations. In respect of any breach of the VCT Rules, TP11, together with Philip Hare & Associates LLP, will report directly and immediately to HMRC to rectify the breach and announce the same immediately to TP11's shareholders via a Regulatory Information Service provider.

16.3 TP11 will not invest more than 15% of its gross assets in any single company, in accordance with the VCT legislation, nor will TP11 control the companies in which it invests in such a way as to render them subsidiary undertakings until it has obtained approval as a VCT from HMRC.

16.4 TP11 will not conduct any trading activity which is significant in the context of its group (if any) as a whole. No more than 10%, in aggregate, of the value of the total assets of TP11 at the time an investment is made may be invested in other listed closed-ended investment funds, except where

those funds themselves have published investment policies which permit them to invest no more than 15% of their total assets in other listed closed-ended investment funds.

16.5 The Board must be able to demonstrate that it will act independently of the Investment Manager. A majority of the Board (including the Chairman) must not be directors, employees, partners, officers, or professional advisers of or to the Investment Manager or any company in the Investment Manager's group or any other investment entity which they manage.

16.6 TP11 will not invest directly in physical commodities.

16.7 TP11 will not invest in any property collective investment undertaking.

16.8 Other than as provided for under the Investment Policy, TP11 will not invest in any derivatives, financial instruments, money market instruments or currencies other than for the purposes of efficient portfolio management (i.e. solely for the purpose of reducing, transferring or eliminating investment risk in the underlying investments of the collective investment undertaking, including any technique or instrument used to provide protection against exchange and credit risks).

16.9 The Investment Manager is responsible for the determination and calculation of the NAV of TP11 on a quarterly basis.

16.10 The NAV of the A Share Fund, the B Share Fund and the Venture Share Fund will be determined quarterly, concurrent with the annual announcement to 28 February, half-yearly announcement to 31 August (which are expected in May and October respectively) and interim management statements to 31 May and 30 November respectively in accordance with the BVCA's recommendations as set out in the BVCA notes of guidance. The value of investments will be determined according to their listing status. Quoted securities will be valued at the bid price unless the investment is subject to restrictions or the holding is significant in relation to the share capital of a small quoted company, in which case a discount may be appropriate as per the BVCA guidelines. Unquoted investments will be valued on a cost basis in the first year and reviewed subsequently on the basis of the progression of the businesses. The NAV of TP11 will be communicated to Shareholders via a Regulatory Information Service provider at the same frequency as the determinations. In the event of any suspension, valuations are held at the suspended price and a view is taken with consideration to best market practice and information from advisers.

16.11 The Directors do not anticipate any circumstances arising under which the valuations may be suspended. Should the valuations be suspended, or the determination of NAV differ from that set out above, then this will be communicated to Shareholders through a Regulatory Information Service provider.

17 LITIGATION

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which TP11 is aware) during the 12 month period ending on the date of this document which may have, or have had in the recent past, significant effects on TP11's financial position or profitability.

18 WORKING CAPITAL

TP11 is of the opinion that the working capital of TP11 is sufficient for its present requirements, that is, for at least the period of twelve months from the date of this document.

19. CAPITALISATION AND INDEBTEDNESS

19.1 The capitalisation and indebtedness of TP11 as at 28 February 2021 was as follows:

(£)

Indebtedness (current and non-current)	Nil
Shareholders' equity
Share capital	319,888
Legal reserve	14,847,056
Other reserves	8,160,173
Total	23,327,117

19.2 Since 28 February 2021 TP11 has issued a further 8.1 million shares raising proceeds of £8.2 million. As at the date of this document, TP11 has no current or non-current debt. TP11 has power to borrow under the Articles, details of which are set out in the paragraph entitled "Borrowing powers" on page 64.

20. GENERAL

20.1 BDO LLP, chartered accountants of 150 Aldersgate Street, London, EC1A 4AB were appointed the auditor of TP11 on 13 December 2017 and gave an unqualified audit report on the statutory accounts of TP11 for the financial year ended 28 February 2021, within the meaning of Section 495 of the CA 2006. This report did not contain any statements under Section 237(2) or (3) of the CA 2006. The statutory accounts of TP11 for the financial year ended 28 February 2021 have been delivered to the Registrar of Companies in England and Wales pursuant to Section 242 of the CA 2006 and have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS").

20.2 Save for the publication of its unaudited NAV per Venture Share as at 28 May 2021 and 4 August 2021 of 101.06p and 108.43p respectively and save in respect of the net proceeds of £8.2 million that were raised by TP11 under the 2020 Offer, there has been no significant change in the financial position of TP11 since 28 February 2021, the date to which the last audited financial statements have been published, to the date of this document.

20.3 Save in respect of the impact that the Covid-19 pandemic may, again, have on TP11's investee companies, there have been no significant factors, whether governmental, economic, fiscal, monetary or political, including unusual or infrequent events or new developments nor any known trends, uncertainties, demands, commitments or events that are reasonably likely to have an effect on TP11's prospects or which have materially affected TP11's income from operations so far as TP11 and the Directors are aware. There have been no important developments, so far as TP11 and the Directors are aware, relating to the development of TP11 or its business.

20.4 Shareholders will be informed by means of the interim and/or annual report or through a Regulatory Information Service announcement if the investment restrictions which apply to TP11 as a VCT detailed in this document are breached.

20.5 TP11's capital resources are restricted insofar as they may be used only in putting into effect the Investment Policy in this document. There are no firm commitments in respect of TP11's principal future investments. As at 31 August 2021, TP11 had £5.2 million of un-invested cash which has been retained for working capital and follow-on or new investments.

20.6 TP11 has no employees.

20.7 Howard Kennedy's office address is at No. 1 London Bridge, London SE1 9BG. Howard Kennedy is regulated by the FCA and is acting in the capacity as sponsor to TP11.

20.8 Howard Kennedy has given and has not withdrawn its written consent to the issue of this document with the inclusion of its name and references to it in the form and context in which they appear.

20.9 The statements attributed to the Investment Manager in this document have been included in the form and context in which they appear with the consent and authorisation of the Investment Manager.

In accordance with Prospectus Regulation Rule 5.3.2R(2)(f), the Investment Manager accepts responsibility for those statements and to the best of the knowledge of the Investment Manager those statements are in accordance with the facts and do not omit anything likely to affect the import of such information.

20.10 TP11 does not assume responsibility for the withholding of tax at source.

20.11 The profile of a typical Investor will be a UK taxpayer over the age of 18 years old with an investment range of £3,000 to £200,000. The typical Investor will find the Investment Policy attractive, understand that his investment in TP11 may be tied up for at least 5 to 7 years, and be attracted to the income tax relief available for a VCT investment. The typical Investor may be a retail, sophisticated, high net worth or professional Investor who has made or will make non-VCT investments

20.12 Where information has been sourced from a third party, this information has been accurately reproduced and that as far as TP11 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. All third party information has been identified as such by reference to its source.

20.13 The issued share capital of TP11 as at the date of this document is 9,777,285 A Shares, 6,758,795 B Shares and 23,087,868 Venture Shares. Assuming a full subscription (including the over-allotment facility) and an allotment of 21,788,250 New Venture Shares under the Offer, the existing Shares would represent 64.5% of the enlarged issued share capital of TP11.

20.14 As at 28 February 2021, the date to which the most recent audited financial information on TP11 has been drawn up, the NAVs per A Share, B Share and Venture Share were 52.43p 57.36p and 93.26p respectively. As at 4 August 2021 the unaudited NAV per Venture Share was 108.43p.

20.15 TP11 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 29 July 2022, unless previously extended by the Directors but may not extend beyond 14 September 2022. There are no conditions attaching to this consent. Financial intermediaries may use the Prospectus only in the UK.

20.16 In the event of an offer being made by a financial intermediary, the financial intermediary will provide Information to investors on the terms and conditions of the offer at the time that the offer is made. Any financial intermediary using the Prospectus has to state on its website that it uses the Prospectus in accordance with the consent set out in paragraph 20.15 above.

DOCUMENTS AVAILABLE FOR INSPECTION

TP11's memorandum and Articles and the Prospectus are available for inspection at the registered office of TP11 at 1 King William Street, London EC4N 7AF during normal Business Hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this document until closing of the Offer and may also be inspected at TP11's website address at www.triplepoint.co.uk.

15 September 2021

PART 5: DEFINITIONS

"2018 Offer" the offer for subscription for Venture Shares in respect of the 2018/2019 and 2019/2020 tax year as described in the prospectus issued by TP11 on 14 September 2018

"2019 Offer" the offer for subscription for Venture Shares in respect of the 2019/2020 and 2020/2021 tax year as described in the prospectus issued by TP11 on 11 September 2019

"2020 Offer" the offer for subscription for Venture Shares in respect of the 2020/2021 and 2021/2022 tax year as described in the prospectus issued by TP11 on 14 September 2020

"2021/2022 Offer" the offer to subscribe for New Venture Shares under the Offer in respect of the 2021/2022 tax year as described in this document

"2022/2023 Offer" the offer to subscribe for New Venture Shares under the Offer in respect of the 2022/2023 tax year as described in this document

"A Shares" A ordinary shares of 1 penny in the capital of TP11

"A Share Fund" the net assets of TP11 represented by the A Shares

"Admission" the admission of the New Venture Shares allotted pursuant to the Offer to a premium listing on the Official List and to trading on the London Stock Exchange's main market for listed securities

"Advisory Committee" those members of the Triple Point advisory committee whose details are set out on page 42 of this document

"AIM" AIM, the market of that name operated by the London Stock Exchange

"Annual Running Costs" average annual costs and expenses incurred by TP11 in the ordinary course of its business (including irrecoverable value added tax)

"Application Form" the application form relating to the Offer that can be found on TP11's website

"Articles" the articles of association of TP11, as amended from time to time

"Board" or "Directors" the board of directors of TP11

"B Shares" B ordinary shares of 1 penny each in the capital of TP11

"B Share Fund" the net assets of TP11 represented by the B Shares

"Business Day" any day (other than a Saturday) on which clearing banks are open for normal banking business in sterling

"Business Relief" Business Relief (formerly known as Business Property Relief) as set out in the Inheritance Tax Act 1984

"BVCA" the British Private Equity & Venture Capital Association

"Business Hours" the hours between 09:00 to 18:00 GMT on any Business Day

"CA 2006" Companies Act 2006 (as amended)

"CREST" the computerised settlement system used to facilitate the transfer of title to securities in uncertificated form, operated by Euroclear UK & Ireland Limited

"DTRs" the Disclosure Guidance and Transparency Rules made by the FCA under Part VI of FSMA

"EIS" the Enterprise Investment Scheme, satisfying the requirements of Part 5 of ITA 2007

"EU MiFID II" 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

Regulation (EU) No 600/2014 of the European Parliament and the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 ("MiFIR"), and together with MiFID, "MiFID II"

"Execution-Only Brokers" an authorised introducer, authorised by the FCA, which does not provide advice to its client

"Existing Shareholders" Shareholders on TP11's share register as at 31 August 2021

"FCA" the Financial Conduct Authority

"FSMA" the Financial Services and Markets Act 2000 (as amended)

"General Meeting" the general meeting of TP11 convened for 18 October 2021 (or any adjournment thereof)

"HMRC" Her Majesty's Revenue and Customs

"Howard Kennedy" or "Sponsor" Howard Kennedy Corporate Services LLP

"IMA" the agreement dated 15 October 2014 as amended on 18 February 2015, 9 July 2015, 23 December 2015, 14 September 2018, 30 April 2020 and 26 March 2021 between TP11, Triple Point and TPAL under which Triple Point provides discretionary and advisory investment management services to TP11 in respect of its portfolio of investments and TPAL arranges and executes investments (including divestment) on behalf of TP11

"Investment Management Team" those members of Triple Point's investment management team whose details are set out on page 41 of this document

"Investment Committee" Triple Point's investment committee

"Investor" a subscriber for New Venture Shares under the Offer

"Investment Policy" the investment policy adopted by TP11

"ISA" an individual savings account

"ITA 2007" Income Tax Act 2007 (as amended)

"Knowledge Intensive Company" a company satisfying the conditions in Section 331(A) of Part 6 ITA 2007

"Listing Rules" the listing rules of the FCA

"London Stock Exchange" London Stock Exchange plc

"Market Abuse Regulation" Market Abuse Regulation (596/2014/EU)

"NAV" net asset value

"New Venture Shares" the Venture Shares to be issued under the Offer

"Non-Qualifying Investments" the assets of TP11 that are not Qualifying Investments

"Offer" the offer for subscription by TP11 as described in the Prospectus

"Offer Agreement" the offer agreement dated 15 September 2021, between TP11, the Directors, Howard Kennedy, Triple Point and members of the Investment Manager

"Official List" the official list of the FCA

"Ordinary Shares" the previously issued ordinary shares of 1 penny each in the capital of TP11

"Ordinary Share Fund" the net assets of TP11 previously represented by the Ordinary Shares

"PRI" or "the Principles" the United Nations Principles for Responsible Investment

"Prospectus" this document

"Prospectus Regulation" the UK version of Regulation (EU) 2017/1129

"Prospectus Regulation Rules" the Prospectus Regulation rules of the FCA

"Qualifying Company" a company satisfying the requirements of Chapter 4 of Part 6 of ITA 2007

"Qualifying Investments" shares in, or securities of, a Qualifying Company held by a VCT which meets the requirements described in chapter 4 of Part 6 ITA 2007

"Receiving Agents" TPAL

"Regulatory Information Service" a regulatory information service that is on the list of regulatory information services maintained by the FCA

"Risk Finance State Aid" State aid received by a company as defined in Section 280B (4) of ITA 2007

"Shareholder" a holder of Shares

"Shares" A Shares, B Shares and Venture Shares as the context may require (and each a "Share")

"SIPP" a self-invested personal pension

"SME" a small and medium-sized enterprise

"TPAL" Triple Point Administration LLP

"TP11" Triple Point VCT 2011 plc

"Triple Point" or "Investment Manager" Triple Point Investment Management LLP of 1 King William Street, London EC4N 7AF

"Triple Point Group" Triple Point, Triple Point LLP and TPAL

"Triple Point Venture Network" includes but is not limited to the network of third party advisors, venture capitalists, influencers and brokers/introducers assembled by Triple Point for the purpose of identifying and curating suitable venture capital investment opportunities

"UK" the United Kingdom

"UK MiFID Laws" (1) the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (SI 2017/701), The Data Reporting Services Regulations 2017 (SI 2017/699) and the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2017 (SI 2017/488), and any other implementing measure which operated to transpose EU MiFID II in to UK law before 31 January 2020 (as amended and supplemented from time to time including by: (1) Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018; (2) The Financial Regulators' Powers (Technical Standards etc.) and Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2019 (SI 2019/576); (3) The Financial Services (Miscellaneous) (Amendment) (EU Exit) Regulations 2019); and (4) The Financial Services (Electronic Money, Payment Services and Miscellaneous Amendments) (EU Exit) Regulations 2019; and (ii) the UK version of Regulation (EU) No 600/2014 of the European Parliament, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by: (a) Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018; (b) The Financial Regulators' Powers (Technical Standards etc.) and Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2019 (SI 2019/576); (c) The Financial Services (Miscellaneous) (Amendment) (EU Exit) Regulations 2019; and (d) The Financial Services (Electronic Money, Payment Services and Miscellaneous Amendments) (EU Exit) Regulations 2019

"UK PRIIPs Laws" the UK version of the EU Packaged Retail Investment and Insurance Products Regulations which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Packaged Retail and Insurance-based Investment Products

(Amendment)(EU Exit) Regulations 2019 (February 2019) and the Cross-Border Distribution of Funds, Proxy Advisors, Prospectus and Gibraltar (Amendment) (EU Exit) Regulations 2019

"unquoted" private or public companies not quoted on any market or exchange

"VCT" or "venture capital trust" a company satisfying the requirements of Chapter 3 of Part 6 of ITA 2007 for venture capital trusts

"VCT Rules" Part 6 ITA 2007 and every other statute (including any orders, regulations or other subordinate legislation made under them) for the time being in force concerning VCTs

"Venture Shares" venture ordinary shares of 1 penny each in the capital of TP11

"Venture Share Fund" the net assets of TP11 represented by the Venture Shares

"Venture Share Price Calculation" the calculation used to determine the prices at which the New Venture Shares will be issued to Investors, as set out on page 46

PART 6: TERMS AND CONDITIONS OF APPLICATION FOR NEW VENTURE SHARES UNDER THE OFFER

The contract created by the acceptance of applications for the New Venture Shares will be conditional upon the admission of the relevant New Venture Shares to the Official List of the FCA and to trading on the London Stock Exchange.
The right is reserved by the Receiving Agent to present all cheques for payment on receipt and to retain surplus application monies pending clearance of successful applicants' cheques. Interest earned on application monies will be used to meet bank charges and other costs. The Receiving Agent also reserves the right to accept or reject in whole or in part, or to scale down or limit, any application for whatever number of New Venture Shares, even if not made in all respects in accordance with the prescribed instructions. If any application is not accepted in full or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance thereof will be returned (without interest) by returning the relevant applicant's cheque or by crossed cheque in favour of the applicant, through the post at the risk of the person entitled thereto. In the meantime, application monies will be retained by TP11, 1 King William Street, London EC4N 7AF in its Offer bank account. The Offer will not be withdrawn after dealings in the New Venture Shares have commenced. While money is in the Offer bank account it is protected by the Financial Services Compensation Scheme ("FSCS") deposit protection which is currently £85,000 per person. FSCS protection does not apply to investments held in the Venture Share Fund
By completing and delivering an Application Form, you (as the applicant):

3.1. offer to subscribe to the Venture Share Fund for an amount by issue of New Venture Shares (or such lesser amount for which your application is accepted) at a price per New Venture Share determined in accordance with the Venture Share Price Calculation and on the terms and subject to this document, including these terms and conditions, and the Articles of Association of TP11;

3.2. agree that in consideration of TP11 agreeing that it will not prior to the Offer closing issue or allot any New Venture Shares to any person other than by means of the procedures referred to in this document, your application shall not be revoked and that this paragraph shall constitute a collateral contract between you and TP11 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;

3.3. warrant that your remittance will be honoured on first presentation and agree that if it is not so honoured you will not be entitled to receive a share certificate or have your CREST account credited in respect of the amount by issue of New Venture Shares applied for unless and until you make payment in cleared funds for such amount by issue of New Venture Shares and such payment is accepted by the Receiving Agent in its absolute discretion (which acceptance may be on the basis that you indemnify it 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 you agree that, at any time prior to the unconditional acceptance by the Receiving Agent of such payment, TP11 may (without prejudice to other rights) avoid the agreement to allot such New Venture Shares and may allot such New Venture Shares to some other person, in which case you will not be entitled to any payment in respect of such New Venture Shares;

3.4. agree that, in respect of the amount of New Venture Shares for which your application has been received and is not rejected, acceptance shall be constituted, at the election of TP11, either (i) by notification to the London Stock Exchange of the basis of allocation (in which case acceptance shall be on that basis) or (ii) by notification of acceptance thereof to TPAL;

3.5. agree that any monies returnable to you may be retained by TP11 pending clearance of your remittance and that such monies will not bear interest;

3.6. authorise TP11 to send (a) share certificate(s) or (b) credit your CREST account in respect of the number of New Venture Shares for which your application is accepted and/or a crossed cheque for any monies returnable, by post, at the risk of the person entitled thereto, to the address of the person named as an applicant in the Application Form;

3.7. declare that a loan has not been made to you or any associate, which would not have been made or not have been made on the same terms, but for you offering to subscribe for, or acquiring, New Venture Shares and that the New Venture Shares are being acquired for bona fide commercial

purposes and not as part of a scheme or arrangement the main purpose of which is the avoidance of tax. (Please note that obtaining the reliefs available under the VCT legislation does not of itself constitute tax avoidance);

3.8. agree that all applications, acceptances of applications and contracts resulting therefrom shall be governed by and construed in accordance with English law, and that you submit to the jurisdiction of the English Courts and agree that nothing shall limit the right of TP11 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;

3.9. confirm that in making such application you are not relying on any information or representation in relation to TP11 other than the information contained in this document and accordingly you agree that no person responsible solely or jointly for this document or any part thereof or involved in the preparation thereof shall have any liability for any such other information or representation;

3.10. authorise TP11, the Receiving Agent, the Registrar or any persons authorised by them, as your agent, to do all things necessary to effect registration of any New Venture Shares subscribed by you into your name or into the name of any person in whose favour the entitlement to any such New Venture Shares has been transferred and authorise any representatives of TP11, the Receiving Agent or the Registrar to execute any document required therefor and to enter your name on the register of members;

3.11. agree that, having had the opportunity to read this document, you shall be deemed to have had notice of all information and representations concerning TP11 contained therein;

3.12. confirm and warrant that you have read and complied with paragraph 4 below;

3.13. confirm that you have received the restrictions contained in paragraph 5 below and warrant as provided therein;

3.14. warrant that you are not under the age of 18;

3.15. agree that all documents and cheques sent by post to, by, or on behalf of TP11 or the Triple Point Group, will be sent at the risk of the person entitled thereto.

No person receiving a copy of this document or an Application Form in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to him, nor should he in any event use such Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Application Form could lawfully be used without contravention of any registration or other legal requirements. It is the responsibility of any person outside the United Kingdom wishing to make an application hereunder to satisfy himself as to full observance of the laws of any relevant territory in connection therewith, 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.
The New Venture Shares have not been and will not be registered under the United States Securities Act 1933 (as amended) and, subject to certain exceptions, the New Venture Shares may not be offered, sold, renounced, transferred or delivered, directly or indirectly, in the United States or to any person in the United States. Persons subscribing for New Venture Shares shall be deemed, and (unless TP11 is satisfied that New Venture Shares can be allotted without breach of United States security laws) shall be required, to represent and warrant to TP11 that they are not a person in the United States and that they are not subscribing for such New Venture Shares for the account of any such person and will not offer, sell, renounce, transfer or deliver, directly or indirectly, such New Venture Shares in the United States or to any such person. As used herein, "United States" means the United States of America (including each of the States and the District of Columbia) its territories or possessions or other areas subject to its jurisdiction. In addition, TP11 has not been and will not be registered under the United States Investment Company Act of 1940, as amended. The Triple Point Group will not be registered under the United States Investment Advisers Act of 1940, as amended.
This application is addressed to TP11 and the Sponsor. The rights and remedies of TP11 under these Terms and Conditions of Application are in addition to any rights and remedies which would otherwise be available to it, and the exercise or partial exercise of one will not prevent the exercise of others.

Authorised introducers who, acting on behalf of their clients where those clients are either professional client Investors or those instructing the authorised introducer on an execution-only basis, return valid Application Forms bearing their stamp and FCA number will be paid commission on the amount payable in respect of the amount subscribed for each such Application Form at the rates specified in the paragraph headed "Details of the Offer" in Part 1 of this Securities Note. Authorised introducers should keep a record of Application Forms submitted bearing their stamp to substantiate any claim for their commission.
Save where the context otherwise requires, words and expressions defined in this document have the same meaning when used in the Application Form and any explanatory notes in relation thereto.

Conditionality of investment

The contract created by TP11 on the acceptance of Application Forms as set out herein will be conditional on the Offer Agreement referred to in paragraph 8 of Part 4 of the Prospectus becoming unconditional and not being terminated in accordance with its terms, and resolution 2 set out in the notice of General Meeting being passed at the General Meeting.

Availability of this Prospectus

Copies of this Prospectus and the Application Forms are available for collection only, free of charge, from TP11's registered office at 1 King William Street, London EC4N 7AF from the date of this Prospectus until the closing of the Offer. A copy of this Prospectus has been submitted to the National Storage Mechanism and is available to the public for viewing online at the following web-site address: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Important note for applications

Triple Point may hold client money, as trustee, under the FCA's client asset rules. Where it does so, and the money is held with a third-party credit institution, neither Triple Point nor TP11 will be liable to the Investor:

in the event of an insolvency of any bank with which any client funds held by Triple Point or TP11 have been deposited or held; or
in the event of any restriction on the liability of Triple Point or TP11 to withdraw funds from such bank for reasons which are beyond the reasonable control of Triple Point or TP11.

Triple Point will ensure skill, care, and diligence are taken when selecting banks for the purpose of holding client money.

For further information about the Triple Point Venture Shares please contact

TriplePoint

020 7201 8990

[email protected]

1 King William Street, London, EC4N 7AF

Triple Point is the trading name for the Triple Point Group which includes the following companies and associated entities: Triple Point Investment Management LLP registered in England & Wales no. OC321250, authorised and regulated by the Financial Conduct Authority no. 456597. Triple Point Administration LLP registered in England & Wales no. OC391352 and authorised and regulated by the Financial Conduct Authority no. 618187, and TP Nominees Limited registered in England & Wales no.07839571, all of 1 King William Street, London, EC4N 7AF, UK.

We will process any personal data of yours received in connection with the business we carry on with you in accordance with our privacy policy, which can be found on our website or provided to you upon request.

AI assistant

TRIPLE POINT VCT 2011 PLC — Capital/Financing Update 2021

4890_rns_2021-09-20_93d4031b-df1d-40e6-9ae6-8166ff4541ad.pdf

CONTENTS

PART 1

PART 2

PART 3

PART 4

PART 5

PART 6

Summary

Introduction and Warnings

Key Information on the Issuer

Key Information on the Securities

Key Information on the Offer of Securities to the Public and/or Admission to Trading on a Regulated Market

RISK FACTORS

Risks relating to TP11

Risks relating to the Venture Shares

Risks relating to TP11's investments

Risks relating to tax reliefs including TP11's status as a VCT

General

Forward-Looking Statements

Governing Law

Non-Mainstream Pooled Investment Status and UK MiFID Laws

Websites

Withdrawal

PART 1: SHARE OFFER BY TP11

CHAIR'S LETTER

The Offer & the Venture Share Fund's Investment Approach

Covid-19: A Catalyst for Innovation

Returns for Investors

Investment by Triple Point

How to Apply

EXPECTED TIMETABLE IN RESPECT OF THE OFFER

OFFER STATISTICS

COSTS AND COMMISSIONS RELATING TO THE OFFER

Costs and details of the Offer

Retail Clients

Professional Clients and Execution-Only Clients

Introduction to the Offer

Investment strategy targeting significant capital growth by investing in innovative companies

A Tax Efficient Investment

Maximum effect of initial tax relief (illustrative)

Investment Policy of TP11

Investment Objectives

TP11 Venture Share Fund

TP11 A Share Fund and B Share Fund

Target Asset Allocation

Qualifying Investments

Non-Qualifying Investments

Borrowing Powers

Risk Diversification

Other Policies

Valuation Policy

Co-Investment Policy

Dividend Policy

Share Buy-Back Policy

Share Realisation Policy

The Board of Directors

Jane Owen

Chad Murrin

Tim Clarke

The Investment Manager

About Triple Point

Other Triple Point Investment Products

Triple Point Impact EIS

Triple Point Estate Planning Service

Triple Point Social Housing REIT

Triple Point Income Service

Triple Point Energy Efficiency Infrastructure Company plc

Digital 9 Infrastructure plc

The Investment Manager

Investment Management Track Record

Deal Flow

Past examples of investments

Veremark (Aug 2020)

Localz (June 2020, May 2021)

Credit Kudos (Mar 2020)

Quit Genius (Feb 2020, July 2021)

Adfenix (Feb 2020)

TRIPLE POINT VCT 2011 PLC Capital/Financing Update 2021