SUMMARY

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

This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted into the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of 'not applicable'.

Section A: Introduction and Warnings

Element	Disclosure requirement	Disclosure
A.1	Warning	This summary should be read as an introduction to the Prospectus. Any decision to invest in the securities should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States of the European Union, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the securities being offered.
A.2	Use of Prospectus by financial intermediaries	The Company and the Directors consent to the use of the Prospectus, and accept responsibility for the content of the Prospectus, with respect to subsequent resale or final placement of securities by financial intermediaries, from the date of the Prospectus until the close of the Offer.
The Offer is expected to close on 29 April 2016, unless previously extended by the Directors, but may not extend beyond 9 December 2016. There are no conditions attaching to this consent.
Financial intermediaries must give investors information on the terms and conditions of the offer at the time they introduce the offer to investors.

Section B: Issuer

Element	Disclosure requirement	Disclosure
B.1	Legal and commercial name	Triple Point VCT 2011 plc.
B.2	Domicile and legal form	The Company was incorporated and registered in England and Wales on 23 July 2010 as a public company limited by shares under the Companies Act 1985 with registered number 7324448. The Company operates under the Companies Act 2006 and regulations made under the Companies Act 2006.
B.5	Group description	Not applicable. The Company is not part of a group.
B.6	Major shareholders	The Company is not aware of any person or persons who (i) have, or who following the Offer will or could have, directly or indirectly voting rights representing 3% or more of the issued share capital of the Company or (ii) can, or could following the Offer, directly or indirectly exercise control over the Company. There are no different voting rights for any Shareholder.
B.7	Key financial information	Selected historical financial information relating to the Company which has been extracted without material adjustment from the audited and unaudited statements referenced in the following tables, is set out below:
			Audited financial results for the year ended 28 February 2013	Audited financial results for the year ended 28 February 2014	Audited financial results for the year ended 28 February 2015	Unaudited financial results for the 6 month period ended 31 August 2014	Unaudited financial results for the 6 month period ended 31 August 2015

		Net assets (£'000)	18,654	18,261	20,553	17,563	21,004
		Net Asset Value per Ordinary Share (p)	91.56	89.63	101.00	86.20	54.52
		Net Asset Value per A Share (p)	n/a	n/a	n/a	n/a	99.58
		Dividend per Ordinary Share (p) (paid in the period)	3.68	5.00	5.00	3.68	45.37
		Dividend per A Share (p) (paid in the period)	n/a	n/a	n/a	n/a	0.00
		Investment Return (£'000)	1,002	1,198	3,883	334	278
		Expenses (£'000)	587	572	554	282	490

		Profit / (loss) before taxation (£'000)	415	626	3,329	52	(212)
		Expenses as a percentage of average Shareholders' funds (%)	3.1	3.1	2.7	1.6	2.3
		Total comprehensive income/(loss) (after tax)	415	626	3,329	52	(212)
		Net Asset Value return/(loss) per Ordinary Share (p)	2.06	3.07	16.34	0.25	(1.11)
		Net Asset Value return/(loss) per A Share (p)	n/a	n/a	n/a	n/a	0.16
		There has been no significant change in the financial condition and operating results of the Company during or subsequent to the period covered by the historical financial information set out above.
		B.8	Key pro forma financial information	Not applicable. No pro forma information is included in the Prospectus.
B.9	Profit forecast	Not applicable. No profit forecasts are made in the Prospectus.
B.10	Description of the nature of any qualifications in the audit report on the historical financial information	Not applicable. There were no qualifications in the audit reports for the Company for the three years ended 28 February 2015.
B.11	Working capital	Not applicable. The Company is of the opinion that the working capital available to the Company is sufficient for the Company's present requirements (that is, for at least the next twelve months from the date of this document).
B.34	Investment policy	The Company's current Investment Policy is set out below.
At least 70% of the Company's net assets will be invested in VCT qualifying investments. The remaining assets will be exposed either to (i) cash or cash-based similar liquid investments or (ii) investments originated in line with the Company's VCT qualifying investment policy but with realisation dates which fit with the liquidity needs of the Company. The investment in Broadpoint Limited fits into this category.
To comply with VCT rules, the Company will acquire (and subsequently maintain) a portfolio of VCT qualifying investments. These VCT-qualifying investments will typically range between £500,000 and £5,000,000 and encompass businesses with strong asset bases, predictable revenue streams or with contractual revenues from financially sound counterparties. No single investment by the Company will represent more than 15 per

cent of the aggregate net asset value of the Company.

In respect of Venture Capital Investments (which represent qualifying investments under the tax rules applying to VCTs) Triple Point will seek:

(a) investments in which robust due diligence has been undertaken into target investments;
(b) investments where there is a high level of access to regular material financial and other information;
(c) investments where the risk of capital losses is minimised through careful analysis of the collateral available to investee companies;
(d) investments where there is a strong relationship with the key decision makers.

The Directors intend to return cash raised from exits promptly to shareholders.

Qualifying Investments

The Company will pursue investments in a range of industries but the type of business being targeted is subject to the specific investment criteria discussed below. The objective is to build a diversified portfolio of unquoted companies which are cash generative and, therefore, capable of producing income and capital repayments to the Company prior to their disposal by the Company.

Although invested in diverse industries, it is intended that the Company's portfolio will comprise companies with certain characteristics, for example clear commercial and financial objectives, strong customer relationships and, where possible, tangible assets with value. Triple Point will focus on identifying businesses typically with contractual revenues from financially sound counterparties or a stream of predictable transactions with multiple clients. Businesses with assets providing valuable security may also be considered. The objective is to reduce the risk of losses through reliability of cash flow or quality of asset backing and to provide investors with a potentially attractive income stream and modest but accessible capital growth.

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

(a) an attractive valuation at the time of the investment;
(b) minimising the risk capital losses;
(c) the predictability and reliability of the company's cash flows;
(d) the quality of the business's counterparties, suppliers;
(e) the sector in which the business is active. Key target sectors include health, leisure and environmentally responsible and social enterprise sectors;
(f) the quality of the company's assets;
(g) the opportunity to structure an investment that can produce distributable income
(h) in respect of the Ordinary Share Fund, the prospect of achieving an exit after 5 years of the life of the Company.

Non-Qualifying Investments

The Non-Qualifying Investments will consist of cash, highly liquid interest investments and investments of a similar profile to the Qualifying Investments but with an expected realisation date which fits the liquidity needs the Company. The Directors do, however, reserve the right to adopt alternative investment strategies for the non qualifying

investments, including the use of pooled investment vehicles.

Borrowing Powers

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

Proposed Investment Policy to be Adopted at the General Meeting

The Company's proposed investment policy to be adopted at the General Meeting is set out below.

The Company is seeking to target capital preservation whilst producing regular tax-free dividends from a portfolio of small and medium-sized businesses in the UK.

Investment Objectives

The key objectives of the Company are to:

Pay regular tax-free dividends to investors;
Maintain VCT status to enable investors to benefit from the associated tax reliefs;
Reduce the volatility normally associated with early stage investments by applying its Investment Policy; and
In respect of the Ordinary Share Fund and the B Share Fund, provide investors with the option to exit shortly after 5 years following investment.

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

The Company's investment policy has been designed to satisfy the legislative requirements of the VCT scheme and to provide stable and readily realisable returns. The Company's investment policy is directed towards new investments into cash flow generative businesses which are operating in stable or mature fields with a high quality customer base and which can provide a positive return to investors. The investments will be made with the intention of growing and developing the revenues and profitability of the target businesses to enable them to be considered for traditional forms of bank finance and other funding. This, in turn, should enable the Company to benefit from refinance gains or from a favourable sale to a third party.

In respect of Qualifying Investments the Company will seek:

(a) investments in which robust due diligence has been undertaken into target investments;
(b) investments where there is a high level of access to regular material financial and other information;
(c) investments where the risk of capital losses is minimised through careful analysis of the collateral available; and
(d) investments where there is a strong relationship with the key decision makers.

Target Asset Allocation

At least 70% of the Company's net assets will be invested in Qualifying Investments. The remaining assets will be exposed either to (i) cash or cash-based similar liquid

investments or (ii) investments originated in line with the Company's Qualifying Investment policy but with realisation dates which fit with the liquidity needs of the Company.

Qualifying Investments will typically range between £500,000 and £5,000,000 and encompass businesses with strong asset bases, predictable revenue streams or with contractual revenues from financially sound counterparties. No single investment by the Company will represent more than 15 per cent of the aggregate NAV of the Company at the time the investment is made.

Qualifying Investments

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

(a) an attractive valuation at the time of the investment;
(b) minimising the risk of capital losses;
(c) the predictability and reliability of the company's cash flows;
(d) the quality of the business's counterparties, suppliers;
(e) the sector in which the business is active;
(f) the quality of the company's assets;
(g) the opportunity to structure an investment to produce distributable income;
(h) growing and developing the revenues and profitability of the company to enable it to be considered for traditional forms of bank finance and other funding;
(i) in respect of the Ordinary Share Fund, the prospect of achieving an exit after 5 years of the life of the Ordinary Share Fund; and
(j) in respect of the B Share Fund, the prospect of achieving an exit after 5 years of the life of the B Share Fund.

As the value of investments increase the Company's investment manager will monitor opportunities for the Company to realise capital gains to enable the Company 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 investments following Triple Point's Navigator Strategy, quoted or unquoted investments (direct or indirect) in cash and highly liquid interest bearing

| | | investments, secured loans, bonds, equities, and collective investment schemes.

Borrowing Powers

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

Risk Diversification

The Company 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 the Company will represent more than 15 per cent of the aggregate NAV of the Company at the time the investment is made. |
| --- | --- | --- |
| B.35 | Borrowing limits | The Directors will restrict the borrowings of the Company in accordance with the Company's articles of association which provide that the aggregate amount of money that can be borrowed by the group, being the Company and any subsidiary undertakings for the time being, (excluding intra-group borrowings), shall not, without the previous sanction of an ordinary resolution of the Company, exceed 30% of its NAV at the time of any borrowing. |
| B.36 | Regulatory status | The Company is authorised and regulated by the FCA as a self-managed alternative investment fund. |
| B.37 | Typical investor | The profile of a typical investor will be an ordinary retail, sophisticated, high net worth or professional individual with sufficient income and capital such that his investment in the Company can be tied up for at least five years, who is attracted by the income tax relief available for a VCT investment, and who seeks a venture capital strategy focused on capital stability and early realisations. |
| B.38 | Investment of 20% or more in a single underlying asset or investment company | Not applicable. The Company will not invest more than 20% in a single underlying asset or investment company. |
| B.39 | Investment of 40% or more in a single underlying asset or investment company | Not applicable. The Company will not invest more than 40% in a single underlying asset or investment company. |
| B.40 | Applicant's service providers | Investment management arrangement

Under an agreement dated 15 October 2014, as amended by deeds of variation dated 18 February 2015, 9 July 2015 and 23 December 2015 (the "IMA"), Triple Point was appointed as the Company's investment manager and administrator for a period of five years from the admission of the A Shares to the Official List, which can be terminated thereafter by not less than twelve months' notice, subject to earlier termination in certain circumstances.

The IMA in its current form provides for the following: |

In respect of the Company as a whole:
- a fee for administration services equal to 0.25% (plus VAT) of the Company's NAV per annum payable quarterly in arrear;
- a fee for company secretarial services equal to £7,500 (plus VAT) per annum; and

In respect of the Ordinary Share Fund:
- until 1 October 2016, investment management fees (exclusive of VAT) equal to 2.25% per annum of the Ordinary Share Fund's NAV payable quarterly in arrear; and
- in each 12 month period commencing on 1 May 2015, a sum equal to 1% of any amounts returned to holders of Ordinary Shares in excess of 5p per Ordinary Share subject to such sum not exceeding £250,000 in respect of amounts returned to holders of Ordinary Shares on or before 1 October 2016; and

In respect of the A Share Fund:
- investment management fees (exclusive of VAT) equal to 2.0% per annum of the A Share Fund's NAV, payable quarterly in arrear; and
- 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.

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

Supplemental agreement varying the IMA pursuant to the Offer

Under an agreement dated 23 December 2015, the IMA will, subject to the Offer becoming effective and subject to the approval of Shareholders at the General Meeting, be amended to provide for the following:

In respect of the Company as a whole:
- the fee payable to Triple Point for administration services equal to 0.25% (plus VAT) of the Company's NAV per annum payable quarterly in arrear will be removed and will be replaced with a flat fee for administration services payable quarterly in arrear of either:
- £37,500 (plus VAT) if less than £10,000,000 is raised by the issue of B Shares under the Offer; or
- £50,000 (plus VAT) if £10,000,000 or more is raised by the issue of B Shares under the Offer; and

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; and

| | | The Company will pay to Triple Point a single fee equal to the aggregate of (i) up to 2.5% of the aggregate value of accepted applications for B Shares and (ii) the initial commission if any paid to Execution-Only Brokers and (iii) the initial commission if any paid to those advising professional investors in respect of subscriptions under the Offer. Triple Point has agreed to indemnify the Company against the costs of the Offer excluding VAT exceeding 5.5% of the funds it raises. The costs of the Offer will be borne solely by the B Share Fund. From this sum, Triple Point will discharge all external costs, and its own costs, in respect of the Offer. The payment of initial charges agreed between an authorised financial adviser and the Investor can be facilitated by Triple Point which will reduce the amount subscribed under the Offer.

It is proposed that Triple Point’s appointment under the IMA will continue for at least five years following the Admission and, thereafter, will terminate on 12 months’ notice by either party subject to earlier termination in certain circumstances;

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

The investment management and performance fees for the Ordinary Share Fund and A Share Fund, as set out above, are unchanged. |
| --- | --- | --- |
| B.41 | Regulatory status of the Manager/custodian | The Manager is authorised and regulated by the Financial Conduct Authority. |
| B.42 | Calculation of Net Asset Value | The Net Asset Value of a Share is calculated by the Company in accordance with the Company’s accounting policies and is published quarterly through a Regulatory Information Service.

The calculation of the Net Asset Value per Share will only be suspended in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue expenditure, be obtained. Details of any suspension in making such calculations will be announced through a Regulatory Information Service. |
| B.43 | Cross liability | Not applicable. The Company is not an umbrella collective investment undertaking and as such there is no cross liability between classes or investment in another collective investment undertaking. |
| B.44 | No financial statements have been made up | Not applicable. The Company has commenced operations and historical financial information is included within the document. |
| B.45 | Portfolio | The Company’s portfolio comprises predominantly UK securities. As at 31 August 2015 (the date to which the most recent unaudited financial information has been drawn up), the Company’s portfolio of Qualifying Investments comprised, by value, £15,312,000. |
| B.46 | Net Asset Value | The unaudited Net Asset Value per Ordinary Share as at 31 August 2015 was 54.52p and the unaudited Net Asset Value per A Share as at 31 August 2015 was 99.58p. |

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Section C: Securities

Element	Disclosure requirement	Disclosure
C.1	Types and class of securities	The Company will issue B Shares under the Offer. The ISIN and SEDOL of the B Shares are GB00BYSQV489 and BYSQV48 respectively.
C.2	Currency	Sterling.
C.3	Number of securities to be issued	Assuming a full subscription of £10,000,000 and an increase in the size of the Offer at the discretion of the Directors of a further £10,000,000, a NAV per B Share of 100 pence for the purpose of the B Share Price Calculation, and that the average issue costs per B Share are 5.5%, the number of B Shares in issue following the Offer would be 18,900,017 B Shares. On the above assumptions, but assuming a NAV per B Share of 95 pence for the purpose of the B Share Price Calculation, the maximum number of B Shares in issue following the Offer would be 19,894,755 B Shares.
C.4	Description of the rights attaching to the securities	As regards income:
The holders of the B 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 B Shares and from income received and accrued from the portfolio attributable to the B Shares, in accordance with the Company'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 the Company of its shares) the surplus capital and assets attributable to the B Shares shall be divided amongst the holders of the B Shares pro rata according to the nominal capital paid up on their respective holdings of B Shares, in accordance with the Company's articles of association.

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

As regards redemption:
The B Shares are not redeemable.

As regards conversion:
The B Shares have no conversion rights. |
| C.5 | Restrictions on the free transferability of the securities | Not applicable. There are no restrictions on the free transferability of the B Shares. |
| C.6 | Admission | Application will be made to the UK Listing Authority for the B Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the B Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that such admission will become effective and that dealings in the B Shares will commence within ten Business Days of their allotment. |

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Element	Disclosure requirement	Disclosure
C.7	Dividend policy	The Company will distribute by way of dividend 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 the Company will distribute most of its net income each year by way of dividend, subject to liquidity.

For the B Share Fund, the Company intends to distribute up to 5 pence per B Share in the financial year ending 28 February 2019 followed by a regular dividend of up to 5 pence per B Share per annum for the remaining life of the B Share Fund. Such dividends are expected to be funded from income generated by its investments. The Company’s ability to pay dividends is subject to the existence of realised profits, legislative requirements, and the available cash reserves of the Company.

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 the Company. |

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Section D: Risks

Element	Disclosure requirement	Disclosure
D.2	Key information on the key risks specific to the issuer or its industry	The key risk factors relating to the Company and the industries in which it invests are:

• Investments in small, private limited companies can involve a higher degree of risk than investments in larger, investment grade companies, and there can be a risk of substantial losses.

• The Company's portfolio of investments are subject to market fluctuations including but not limited to changes in inflation and interest rates. There can be no assurance that appreciation will occur or that losses will not be incurred. The ability of the Company to return funds to Shareholders may be adversely affected by illiquidity in underlying assets. It may be difficult to deal in investments for which there is no recognisable market or to obtain reliable information about their value or the extent of the risks to which such investments are exposed.

• New qualifying conditions were announced in the July 2015 Summer Budget that became effective in the Finance (No 2) Act 2015. This 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. |
| D.3 | Key information on the key risks specific to the securities | The key risk factors relating to the Shares are:

• The value of Shares may fall below the original amount invested, their market price may not fully reflect the underlying Net Asset Value and dividends may not be paid.

• There is likely to be an illiquid market in the Shares with investors finding it difficult to realise their investment.

• Prospective investors should be aware that the value of the B Shares can fluctuate and an investor may not receive back the full amount originally invested. |

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Section E: Offer

Element	Disclosure Requirement	Disclosure
E.1	Net proceeds and costs of the Issue	The costs and expenses relating to the Offer (assuming a full subscription of £10,000,000 and an increase in the size of the Offer at the discretion of the Directors of a further £10,000,000 and that the issue costs per B Share are 5.5%, payable by the Company) are £1,100,000 (excluding VAT), capped at 5.5% excluding VAT of the proceeds of the Offer before initial charges. The costs and expenses relating to the Offer if the Minimum Net Proceeds are raised, assuming that the issue costs per B Share are 5.5%, payable by the Company are £174,603 (excluding VAT if applicable).

Investors will indirectly bear the costs of the Offer in which they participate through the application of the B Share Price Calculation which determines the price per B Share and includes an allowance for issue costs of 5.5% or such lower percentage as may be agreed by the Board and the Manager to reflect a reduction in the issue costs.

The total net proceeds of the Offer, after all fees, are £18,900,000 (assuming a full subscription of £10,000,000 and an increase in the size of the Offer at the discretion of the Directors of a further £10,000,000 and that the issue costs per B Share are 5.5%). The Minimum Net Proceeds will be £3,000,000. |
| E.2a | Reason for the Offer, use of proceeds and estimated net amount of proceeds | The reason for the Offer is to provide investors with an opportunity to invest in the B Share Fund which targets capital preservation, regular tax-free distributions to shareholders, and the option to exit shortly after 5 years following investment, and enables investors to take advantage of the substantial tax reliefs available to, and for investments in, VCTs, including 30% income tax relief on amounts invested.

The intention of the Offer is to raise capital in the B Share Fund to ultimately acquire (and subsequently maintain) a portfolio of Qualifying Investments where the focus will be on cash flow generative businesses which are operating in stable or mature fields with a high quality customer base. The Company will have the ability to invest the B Share Fund in a variety of sectors where the Investment Management Team is confident that investments can be structured to meet the Investment Strategy.

The total net proceeds of the Offer, after all fees, are £18,900,000 (assuming a full subscription of £20,000,000 and that the issue costs per B Share are 5.5%). |
| E.3 | Terms and conditions of the Offer | The price per B Share will be determined by the Investment Manager and agreed by the Board in accordance with the formula below, which is designed to maintain fairness for all investors under the Offer by ensuring that the value of each investor's holding of B Shares reflects the amount of initial commission, if any, payable to the investor's authorised financial adviser/authorised introducer and to Triple Point (initial adviser charges, if any, can be facilitated by Triple Point and will reduce the amount subscribed under the Offer):

Price per B Share = (A) / {100 - ((C) + (D))} x 100} (in units of £ per B Share)

Where: (A) is the NAV per B Share, which for the purpose of the first allotment under the Offer shall be deemed to be 100 pence per B Share
(B) is the percentage initial charge payable by the Company to Triple Point
(C) is the percentage initial commission (if any) payable by the Company to the authorised introducer

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

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| | | The number of B Shares to be allotted is then determined, as follows:

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

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

If the Offer is oversubscribed, the Offer may be increased at the discretion of the Directors by up to a further £10,000,000 by issue of B Shares. The Offer is conditional upon the Minimum Net Proceeds being raised prior to 12 noon on 1 April 2016 and upon the passing of the Resolutions 1 to 5 at the General Meeting. |
| --- | --- | --- |
| E.4 | Material interests | Not applicable. No interest is material to the Offer. |
| E.5 | Name of person selling securities | Not applicable. No person or entity is offering to sell the security as part of the Offer and there are no lock-up agreements. |
| E.6 | Dilution | Not applicable. The B Shares are a new class of security. |
| E.7 | Expenses charged to the investor | Capital raising costs

The Company will pay to Triple Point an initial charge of (i) up to 2.5% of the aggregate value of accepted applications for B Shares and (ii) the initial commission if any paid to Execution-Only Brokers and (iii) the initial commission if any paid to those advising professional investors in respect of subscriptions under the Offer. Triple Point has agreed to indemnify the Company against the costs of the Offer excluding VAT exceeding 5.5% of the funds it raises. The costs of the Offer will be borne solely by the B Share Fund. From this sum, Triple Point will discharge all external costs, and its own costs, in respect of the Offer.

Adviser charges

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

Commission

Commission may be paid by the Company where there is an execution-only transaction and no advice has been provided by the intermediary to the investor or a commission of up to 3% where the intermediary has demonstrated to Triple Point that the investor is a professional client of the intermediary. Commission is payable by Triple Point out of its initial charge. Those intermediaries who are permitted to receive commission from the Company will usually receive an initial commission of up to 3% of the amount invested by their clients under the Offer. Additionally, provided that the intermediary continues to act for the investor and the investor continues to be the beneficial owner of the B Shares, and subject to applicable laws and regulations, the intermediary will usually be paid an annual trail commission of up to 0.50% of each relevant investor's holding in the B Share Fund, which will be paid out of the investment management fees payable to Triple Point in respect of the B Share Fund for no more than five years from the date of investment.

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

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AI assistant

TRIPLE POINT VCT 2011 PLC Proxy Solicitation & Information Statement 2015

4890_prs_2015-12-23_59d62c89-f378-439b-8f72-1cfe7f0c8057.pdf

SUMMARY

Qualifying Investments

Non-Qualifying Investments

Borrowing Powers

Proposed Investment Policy to be Adopted at the General Meeting

Investment Objectives

Target Asset Allocation

Qualifying Investments

Non-Qualifying Investments

Section C: Securities

Section D: Risks

AI assistant

TRIPLE POINT VCT 2011 PLC — Proxy Solicitation & Information Statement 2015

4890_prs_2015-12-23_59d62c89-f378-439b-8f72-1cfe7f0c8057.pdf

SUMMARY

Qualifying Investments

Non-Qualifying Investments

Borrowing Powers

Proposed Investment Policy to be Adopted at the General Meeting

Investment Objectives

Target Asset Allocation

Qualifying Investments

Non-Qualifying Investments

Section C: Securities

Section D: Risks

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TRIPLE POINT VCT 2011 PLC Proxy Solicitation & Information Statement 2015