Prospectus and Application Form

Offer for subscription to raise up to £20 million through the issue of up to 25 million New Shares AIM VCT PLC Offer for subscription to raise up to £30 million with an over-allotment facility to raise up to a further £20 million

UNICORN

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 your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised pursuant to the FSMA.

This document, comprising a prospectus dated 25 July 2017 issued by Unicorn AIM VCT plc (Company), has been prepared in accordance with the Prospectus Rules made under Part VI of the Financial Services and Markets Act 2000 (FSMA) and has been approved for publication by the Financial Conduct Authority (FCA) under section 87 of FSMA and the Prospectus Rules. This document has been prepared for the purposes of complying with the prospectus directive, English law and the rules of the UK Listing Authority and the information disclosed may not be the same as that which would be disclosed if this document had been prepared in accordance with the laws of a jurisdiction outside England.

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

Persons receiving this document should note that, in connection with the Offer, Panmure Gordon (UK) Limited (Panmure Gordon) is acting as sponsor for the Company and Unicorn Asset Management Limited (Unicorn AM) is acting as promoter to the Offer and, (in each case, for no-one else) are both authorised and regulated in the United Kingdom by the FCA 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 Panmure Gordon and Unicorn AM (respectively) for providing advice in connection with the Offer.

Shakespeare Martineau LLP, which is regulated in the United Kingdom by the Solicitors Regulation Authority, is acting as legal adviser to the Company and no-one else and will not be responsible to any other person for providing advice in connection with any matters referred to herein.

Application has been made to the UK Listing Authority for all of the New Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for such New Shares to be admitted to trading on its main market for listed securities. It is expected that such admission to the Official List will become effective and that dealings in the New Shares will commence within three business days following allotment. The Company's existing issued Shares are traded on the London Stock Exchange's main market for listed securities.

UNICORN AIM VCT PLC

(Registered in England and Wales with registered number 04266437)

Offer for Subscription to raise up to £30 million with an over-allotment facility to raise up to a further £20 million through the issue of New Shares

The attention of prospective investors in the Company who are resident in, or citizens of, territories outside the United Kingdom is drawn to the information under the heading ''Overseas Shareholders'' in paragraph 5 of Part VIII of this document. The New Shares will not be registered under the United States Securities Act 1933 or the United States Investment Company Act 1990, and no action has been, or will be, taken in any jurisdiction by, or on behalf of the Company, Unicorn AM or LGBR Capital LLP (LGBR Capital), the distributor for the Offer, which would permit a public offer of the New Shares in any jurisdiction other than the United Kingdom, nor has any such action been taken with respect to the possession or distribution of this document other than in the United Kingdom.

Copies of this Prospectus (and any supplementary prospectus published by the Company) are available free of charge from the national storage mechanism (www.morningstar.co.uk/uk/NSM) and from Unicorn AM and LGBR Capital:

Unicorn Asset Management Limited	LGBR Capital London Limited
First Floor Office, Preachers Court	Candlewick House
The Charterhouse, Charterhouse Square	120 Cannon Street
London EC1M 6AU	London EC4N 6AS
telephone: 020 7253 0889	telephone: 020 3195 7100
download: www.unicornam.com	download: www.lgbrcapital.com
email: [email protected]	email: [email protected]

The procedure for, and the terms and conditions of, application under this Offer are set out at the end of this document together with the Application Form and Tax Residency Self Certification Form (for applicants who are not already a shareholder in the Company). Completed Application Forms (and, where relevant, the Tax Residency Self Certification Form) must be posted or delivered by hand (during normal business hours only) to the receiving agent, Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. The Offer opens on 25 July 2017 and will close at 12.00 noon on 26 September 2017 (or as soon as the Offer is fully subscribed or otherwise at the Board's discretion).

YOUR ATTENTION IS DRAWN TO THE RISK FACTORS ON PAGES 10 AND 11.

SUMMARY	3
RISK FACTORS	10
	OFFER TIMETABLE, STATISTICS & COSTS	12
	LETTER FROM THE CHAIRMAN	13
PART I	INVESTMENT OPPORTUNITY	15
PART II	THE OFFER	18
PART III	THE BOARD AND THE INVESTMENT MANAGER	21
PART IV	INVESTMENT OBJECTIVE AND POLICY	23
PART V	MANAGEMENT AND ADMINISTRATION	24
PART VI	LARGEST INVESTMENTS	26
PART VII	TAXATION	28
PART VIII	ADDITIONAL INFORMATION	32
PART IX	DEFINITIONS	53
PART X	55
APPLICATION FORM
TAX RESIDENCY SELF CERTIFICATION FORM
CORPORATE INFORMATION

Summary

Summaries are made up of disclosure requirements known as 'Elements'. These Elements are numbered in Sections A to E.

This summary contains all of the Elements required to be included in a summary for the type of shares being issued pursuant to the prospectus issued by the Company (as defined below) (Prospectus) containing an offer for subscription (Offer) of ordinary shares in the Company (New Shares) and the Company being a closed-ended investment fund. Some of the Elements are not required to be addressed and, as a result, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in this summary, it is possible that no relevant information can be given regarding that Element. In these instances, a short description of the Element is included, together with an appropriate 'Not applicable' statement.

A		Introduction and Warnings
A1	Warning	This summary should be read as an introduction to the Prospectus. Any decision to invest in the securities of the Company should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a Court, the plaintiff investor might, under the national legislation of member states of the European Union, have to bear the costs of translating this 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 such securities.
A2	Use of Prospectus by financial intermediaries for subsequent resale or final placement	The Company and the Directors consent to the use of the Prospectus, and accept responsibility for the content of the Prospectus, with respect to subsequent resale or final placement of securities by financial intermediaries, from the date of the Prospectus until the close of the Offer. The Offer is expected to close on or before 26 September 2017, unless previously extended by the Directors. 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.

B		Issuer
B1	Legal and commercial name	Unicorn AIM VCT plc (Company).
B2	Domicile / Legal form / Legislation / Country of incorporation	The Company is a public limited liability company which is registered in England and Wales with registered number 04266437. The principal legislation under which the Company operates is the Companies Act 2006 (and regulations made thereunder).
B5	Group description	Not applicable. The Company is not part of a group.
B6	Material Shareholders / Differing voting rights / Control	The Company has no material shareholders with different voting rights. Shareholders in the Company (Shareholders) have the same voting rights in respect of the existing share capital of that Company. As at 24 July 2017 (this being the latest practicable date prior to publication of this document), the Company is not aware of any person who, directly or indirectly, has or will have an interest in the capital of the Company or voting rights which is notifiable under UK law (under which, pursuant to Companies Act 2006 and the Listing Rules and Disclosure and Transparency Rules of the FCA, a holding of 3% or more in a Company will be notified to the Company).

B7	Selected financial	Certain selected historical information of the Company is set out below:
	information and statement of any significant changes		Year Ended 30 September 2014 (audited) (£'000)	Year Ended 30 September 2015 (audited) (£'000)	Year Ended 30 September 2016 (audited) (£'000)	Six Month Period Ended 31 March 2016 (unaudited) (£'000)	Six Month Period Ended 31 March 2017 (unaudited) (£'000)
		Investment income	£1,232	£1,885	£2,360	£911	£1,388
		Net revenue on ordinary activities before taxation	£350	£823	£1,078	£284	£733
		Revenue earnings per Share	0.57p	1.11p	1.22p	0.34p	0.78p
		Dividends paid per Share	6p	6p	6.25p	6.25p	6.25p
		Dividends declared per Share	6p	6.25p	6.25p	-	3.0p*
		Total assets	£92,212	£124,616	£147,743	£139,516	£163,326
		NAV per Share	143.70p	155.61p	160.46p	150.87p	162.44p
		make dividend payments twice yearly. The 3.0p is, therefore, an interim dividend. The Company's net asset value per Share has increased from 143.70p as at 30 September 2014 to 162.44p as at 31 March 2017 and dividends of 18.5p in aggregate have been paid per Share between 30 September 2014 and 31 March 2017. The Company has also declared an interim dividend of 3.0p per Share which will be paid on 11 August 2017 to Shareholders on the register on 21 July 2017. Please note that in accordance with accounting standards the cost of the dividends shown as declared in the table above have not been deducted from the net assets of the Company and net asset value per Share for the period for which it was declared but are deducted in the period in which the dividend is paid. There has been no significant change in the financial condition and operating results of the Company since 31 March 2017, the date to which the last unaudited half yearly financial information on the Company has been published, to the date of this document. The Company's unaudited net asset value per Share as at 30 June 2017 was 162.24p (this being the latest published net asset value per Share published by the Company as at the date of this document).
B8	Key pro forma financial information	Not applicable. There is no pro forma financial information in the Prospectus.
B9	Profit forecast	Not applicable. There are no profit forecasts in the Prospectus.
B10	Qualifications in the audit report	Not applicable. There were no qualifications in the audit reports for the Company in the years ended 30 September 2014, 2015 and 2016.
B11	Insufficient working capital	Not applicable. The Company is of the opinion that its working capital is sufficient for its present requirements, that is for at least the twelve month period from the date of this document.

B34	Investment objective and policy, including investment restrictions	Investment objective The Company's objective is to provide Shareholders with an attractive return from a diversified portfolio of investments, predominantly in the shares of AIM quoted companies, by maintaining a steady flow of dividend distributions to Shareholders from the income as well as capital gains generated by the portfolio. It is also the objective that the Company should continue to qualify as a venture capital trust, so that Shareholders benefit from the taxation advantages that this brings. To achieve this, at least 70% of the Company's total assets are to be invested in qualifying investments of which 30% by VCT value
		(70% for funds raised after 6 April 2011) must be in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules) to dividends or return of capital and no rights to redemption.
		Investment policy
		In order to achieve the Company's investment objective, the Board has agreed an investment policy which requires the Investment Manager to identify and invest in a diversified portfolio, predominantly of VCT qualifying companies quoted on AIM that display a majority of the following characteristics:
		experienced and well-motivated management; •
		products and services supplying growing markets; •
		sound operational and financial controls; and •
		good cash generation to finance ongoing development allied with a progressive dividend • policy.
		Asset allocation and risk diversification policies, including maximum exposures, are to an extent governed by prevailing VCT legislation. No single holding may represent more than 15% (by VCT value) of the Company's total investments and cash, at the date of investment.
		There are a number of VCT conditions which need to be met by the Company which may change from time to time. The Investment Manager will seek to make qualifying investments in accordance with such requirements.
		Asset mix
		Where capital is available for investment while awaiting suitable VCT qualifying opportunities, or is in excess of the 70% VCT qualification threshold, it may be held in cash or invested in money market funds, collective investment vehicles or non-qualifying shares and securities of fully listed companies registered in the UK.
		Borrowing
		To date the Company has operated without recourse to borrowing. The Board may, however, consider the possibility of introducing modest levels of gearing up to a maximum of 10% of the adjusted capital and reserves, should circumstances suggest that such action is in the interests of Shareholders.
B35	Borrowing limits	The articles of association of the Company restrict borrowings to 10% of the adjusted capital and reserves (as defined therein). The Company, however, has never borrowed and the Board currently has no plans to undertake any borrowing.
B36	Regulatory status	The Company is subject to the provisions of the Companies Act 2006 and UK law generally, its Shares are listed on the premium segment of the Official List and, as a qualifying VCT, the Company is subject to regulation by HMRC in order to retain such status.
		The Company is not authorised by the FCA or an equivalent European Economic Area regulator. However the Company is an alternative investment fund for the purposes of the EU Alternative Investment Fund Managers Directive (Directive 2011/61/EU), has registered itself as a small alternative investment fund manager with the FCA and is subject to the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773).
B37	Typical investor	A typical investor in the Company will be a UK taxpayer who is aged 18 or over and who already has a portfolio of VCT and non-VCT investments (such as unit trusts, OEICs, investment trusts and direct shareholdings in listed and non-listed companies). The investor should be comfortable with the risks associated with an investment in a VCT and be willing to retain the investment for at least five years (in order to retain their upfront income tax relief).

B38	Investments of 20% or more in a single company	Not applicable. The Company does not have any investments which represent more than 20% of its gross assets in a single company or group.
B39	Investments of 40% or more in a single company	Not applicable. The Company does not have any investments which represent more than 40% of its gross assets in a single company or group.
B40	Service providers	Unicorn Asset Management Limited (Unicorn AM) has been appointed the investment manager to the Company and is entitled to an investment management fee of an amount equal to 2% per annum of the Company's net assets calculated and charged quarterly, save for investments made by the Company in other Unicorn AM managed funds, in which case no additional management fee is payable in respect of such investments.
			In recognition of the current size of the Company and the potential substantial increase to the Company's net assets pursuant to the Offer and, following discussions with the Board, Unicorn AM has agreed to waive its entitlement to possible future performance incentive fees. The existing performance incentive arrangement has, therefore, been terminated.
		ISCA Administration Services Limited was appointed to provide administration services on 1 September 2014 and is the appointed company secretary to the Company and is currently entitled to an annual fee of £150,000.
B41	Regulatory status of Unicorn AM	Unicorn AM is registered in England and Wales as a private limited liability company under number 03919499. Unicorn AM is authorised and regulated by the Financial Conduct Authority, with registered number 192164.
B42	Calculation of net asset value	The Company's net asset value is calculated on a monthly basis, which is published on the Company's website (www.unicornaimvct.co.uk). The Company also publishes, on a monthly basis, its net asset value on an appropriate regulatory information service. If for any reason valuations are suspended, Shareholders will be notified in a similar manner.
B43	Umbrella collective investment scheme	Not applicable. The Company is not part of an umbrella collective investment scheme.
B44	Absence of financial statements	Not applicable. The Company has commenced operations and published financial statements.
B45	Investment portfolio	The Company invests predominantly in a diverse portfolio of AIM quoted companies. A summary of the Company's portfolio is set out below:
					Unaudited
			NAV per	Dividends	Total		Carry Value of
		Net Assets* (£m)	Share* (p)	Paid** (p)	Return*** (p)	Number of Investments*	Investments**** (£m)
		162.17	162.24	38.50	200.74	95	152.08
		* as at 30 June 2017 (unaudited). since 9 March 2010, the date on which its share classes were merged and the Company merged with Unicorn AIM VCT II plc. unaudited net asset value per shares as at 30 June 2017, plus dividends paid per Share since 9 March 2010. *** as at 30 June 2017 (unaudited) and excluding cash.
B46	Most recent NAV per Share		As at 30 June 2017, the unaudited NAV per Share was 162.24p.

C		Securities
C1	Description and class of securities.	The securities being offered pursuant to the Offer are ordinary shares of 1p each in the capital of the Company (ISIN: GB00B1RTFN43) (Share).
C2	Currency	The Company's share capital comprises ordinary shares of 1 penny (GBP) each.
C3	Shares in issue	99,957,864 Shares are in issue at the date of this document (all fully paid up). The maximum number of New Shares to be issued pursuant to the Offer is 35 million.

C4	Description of the rights attaching to the securities	The New Shares in the Company will rank equally in all respects with each other and with the existing share capital of the Company from the date of issue of such New Shares.
C5	Restrictions on transfer	The New Shares will be listed on the premium segment of the Official List and as, a result, will be freely transferable.
C6	Admission	Application has been made to the UK Listing Authority for the New Shares to be listed on the premium segment of the Official List and will be made to the London Stock Exchange for such shares to be admitted to trading on its main market for listed securities. It is anticipated that dealings in the New Shares will commence within three business days following allotment.
C7	Dividend policy	The Board has a policy of maintaining a steady flow of dividend distributions to Shareholders and intends to continue with this policy. However, the ability of the Company to pay dividends in the future cannot be guaranteed and no forecast or projection is to be implied or inferred. After careful consideration, and after taking into account the views of the Company's Shareholders, the Board has decided to make dividend payments twice yearly. An interim dividend of 3.0 pence per Share in relation to the six month period ended 31 March 2017 will be paid on 11 August 2017 to Shareholders on the register on 21 July 2017.

D		Risks
D2	Key information on the risks specific to the Company	Company While it is the intention of the Board that the Company will continue to be managed so as to • qualify as a VCT, there can be no guarantee that the Company's status will be maintained. A failure to meet the qualifying requirements could result in the loss of tax reliefs previously obtained.
		The tax rules, or their interpretation, in relation to an investment in the Company and/or the • rates of tax may change during the life of the Company and may apply retrospectively which could affect tax reliefs obtained by Shareholders and the VCT status of the Company.
		Additional restrictions relating to investment by VCTs were introduced under the Finance • (No2) Act 2015 and the Finance Act 2016. These include restrictions on the type of non qualifying investments a VCT can make, a maximum age limit for investee companies (seven years from first commercial sale, or ten years for 'knowledge intensive' companies) and a maximum amount of state aided investment of £12 million (or £20 million for 'knowledge intensive' companies) for investments by a VCT into qualifying companies and a restriction on investee companies using VCT funds to purchase existing shares in another company, an existing business or an existing trade. These changes could restrict the pipeline of potential investee companies available to the Company, the structure of those investments and the ability to make follow on investments in certain existing portfolio companies. They may also affect the profile of the Company's new investments. The Company is likely to face greater competition for a smaller number of available investment opportunities going forward as a result of these legislative changes.
		Any change in governmental, economic, fiscal, monetary or political policy, in particular • current government spending reviews and cuts, could materially affect, directly or indirectly, the operation of the Company and/or the performance of the Company and the portfolio of companies in which it invests and the value of and returns from Shares and/or its ability to maintain VCT status.
		Investment in AIM-traded, NEX Exchange market-traded companies and unquoted companies, • by its nature, involves a higher degree of risk than investment in companies listed on the Official List. The fact that a share is traded on AIM or NEX Exchange markets does not guarantee its liquidity and there may be difficulties in valuing and realising such securities.
		There can be no guarantee that the Company's investment objectives will be achieved or that • new investment opportunities will be available. In particular, Shareholders should be aware of the additional restrictions included in the Finance (No2) Act 2015 (as detailed above) which restrict the available opportunities for investment and, as a result, may adversely affect performance and returns.

D3	Key information on the risks specific to the securities	Securities The value of Shares, and the income from them, can fluctuate and investors may not get back • the amount they invested. There is no certainty that the market price of the Shares will fully reflect the underlying NAV. In addition, there is no guarantee that dividends will be paid or that any dividend objective stated will be met.
		Although the existing Shares issued by the Company have been (and it is anticipated that • the New Shares in the Company to be issued pursuant to the Offer will be) admitted to the Official List of the UKLA and to trading on the London Stock Exchange's main market for listed securities, there may not be a liquid market and investors may find it difficult to realise their investments. Investment in the Company should be seen as a long term investment.
		If qualifying investors dispose of their New Shares within five years of issue, they will be subject • to clawback by HMRC of any income tax reliefs originally claimed.
		Where the Company fails to maintain approval as a VCT before Qualifying Investors have held • their New Shares for five years, any income tax relief obtained on the amount subscribed in the Company will have to be repaid by such investors. Dividends paid in an accounting period where VCT status is lost will become taxable and a Qualifying Investor will generally be liable to income tax on the amount of the dividends paid in subsequent periods unless VCT status is regained.

E		Offer
E1	Offer net proceeds	The total expenses payable by the Company in connection with the Offer (including VAT where applicable) will be an amount equal to 2.5% of the Application Amounts in respect of applications accepted under the Offer (less any fees waived by the Investment Manager in respect of particular applications), plus execution-only initial commission and annual trail commission. The total expenses will, therefore, be a maximum of £2.75 million (assuming that the fundraising amount is fully subscribed under the Offer utilising the over-allotment facility and assuming that the maximum amount of initial commission of 3% is payable to execution-only intermediaries in respect of all investors, but excluding annual trail commission). The maximum net proceeds will, on the same basis, amount to at least £47.25 million (this being the maximum £50 million being raised by the Company less the total maximum expenses of £2.75 million).
E2a	Reasons for the Offer and use of proceeds	The Investment Manager is continuing to see attractive investment opportunities in companies seeking finance in a broad spectrum of sectors with good growth and income prospects. In order to take advantage of these opportunities, the Board is seeking to raise further funds through the Offer. The additional funds raised under the Offer will be utilised as follows: principally to make new and follow-on investments in accordance with its investment policy; • and to meet annual running costs (including the payment of dividends and market purchases of • Shares.

E3	Terms and conditions of the Offer	The number of New Shares to be allotted to an applicant under the Offer by the Company will be determined by applying the following allotment formula:
		Number of New Shares = A - B - C NAV
		Where:
		A is the Application Amount (this being the amount remitted to the Company with the investor's application, including any amount requested to be facilitated, as accepted under the Offer)
		B is 2.5% of the Application Amount, less any amount of the fee payable to the Investment Manager that may be waived by the Investment Manager at its discretion
		C is either:
		(i) in respect of advised investors, the amount of any initial adviser charge agreed to be facilitated (up to the maximum amount of 3% of the Application Amount); or
		(ii) in respect of execution-only investors, the amount of any initial commission agreed to be paid to the execution-only intermediary (up to a maximum of 3% of the Application Amount (i.e. 3% of A)) less any amount of initial commission agreed to be waived
		NAV is the most recently published NAV per Share at the time of allotment, adjusted for dividends subsequently declared and for which the record date for payment has passed at the time of allotment
		The offer price per New Share will be determined by dividing the amount of the investor's application accepted to be used to subscribe for New Shares (ie the Application Amount, less any amount of initial adviser charge agreed to be facilitated in respect of an advised investor) by the number of New Shares to be issued resulting from the allotment formula.
		Advised investors who receive advice from their financial intermediaries can ask for all or part of any initial adviser charge to be facilitated by the Company's receiving agent (subject to a maximum amount equal to 3% of the Application Amount). If facilitated, this agreed amount will be deducted from the monies received from the relevant investor and will not qualify for VCT tax relief.
		The Investment Manager and LGBR Capital may agree to pay an initial commission to execution only intermediaries (subject to an amount equal to maximum of 3% of the Application Amount). Execution-only intermediaries will also normally be paid annual trail commission of an amount equal to 0.375% of the net asset base value of the New Share (subject to a maximum cumulative payment of 2.25% of the offer price of the New Share in question). For this purpose, 'net asset base value' means the net assets attributable to such New Share as determined from the audited annual accounts of the Company as at the end of the preceding financial year. Initial and annual trail commission will only be paid to the extent, permitted under legislation and regulation. The Investment Manager may, with the consent of the Board, agree to pay trail commission on a different basis, providing it does not exceed the maximum cumulative payment of 2.25% of the offer price of the New Share in question.
E4	Description of any interest that is material to the issue	Not applicable. There are no interests that are material to the issue of New Shares.
E5	Name of persons selling securities	Not applicable. No entity is selling securities in the Company.
E6	Amount and percentage of dilution	The issued share capital of the Company as at the date of this document is 99,957,864. The maximum number of New Shares to be issued by the Company is 35 million. On this basis, the existing Shares would represent 74.07% of the enlarged issued share capital of the Company. The actual number of New Shares will depend on the Offer prices at which such shares are issued subject to the maximum of £50 million (including the over-allotment facility) being raised by the Company.
E7	Expenses charged to the investor.	The maximum costs of the Offer to an investor (save for annual trail commission, which the Company will be responsible for) will be 2.5% of the Application Amount plus (i) in respect of execution-only investors, any initial commission payable to execution-only intermediaries (this being a maximum of 3% of the Application Amount) or (ii) in respect of advised investors, any amount of initial adviser charges, which is payable by the investor.

Risk Factors

Prospective investors should consider carefully the following risk factors in addition to the other information presented in this document and the Prospectus as a whole. If any of the risks described below materialise, it could have a material effect on the Company's business, financial condition or results of operations. The risks and uncertainties described below are not the only ones the Company, the Board or investors in the Shares will face. Additional risks not currently known to the Company or the Board, or that the Company or the Board currently believes are not material, may also adversely affect the Company's business, financial condition and results of operations. The value of the Shares could decline due to any of these risk factors described below, and investors could lose part or all of their investment. Investors should consult an independent financial adviser authorised under FSMA. The attention of prospective investors is drawn to the following risks.

General Risks

The past performance of the Company or other funds managed or advised by the Investment Manager is not a guide to the future performance of the Company.

There can be no guarantee that the Company's investment objectives will be achieved or that investment opportunities will be available. In particular, Shareholders should be aware of the additional restrictions included in the Finance (No2) Act 2015 and the Finance Act 2016 referred to below may restrict the available opportunities for investment and, as a result, may adversely affect performance and returns. Shareholders should be aware that as a result of the additional restrictions, new capital raised by the Company under the current Offer and under future offers of investment may be directed towards earlier stage investment which may or may not be profitable at the point of investment.

Risks relating to the Shares

The value of an investment in the Company, and the income derived from it, may go down as well as up and an investor may not get back the amount they invested. In addition, there is no certainty that the market price of the Shares will fully reflect their underlying NAV nor that any dividends will be paid. Without the Company undertaking share buy-backs, trading in the Shares is unlikely to be active, so the bid price of the Shares (the price which sellers are likely to be offered in the market) is likely to reflect the price at which the Company may offer to buy Shares back for cancellation. Shareholders should not rely upon any share buy-back policy to provide any certainty of being able to sell their Shares at prices that reflect the underlying NAV since, historically, the Shares have traded at a discount.

Although the existing Shares have been (and it is anticipated that the New Shares to be issued pursuant to the Offer will be) admitted to the Official List of the UK Listing Authority and are (or will be) traded on the London Stock Exchange's main market for listed securities, it is likely that there will not be a liquid market in the New Shares (which may be due to upfront tax relief not being available for VCT shares bought in the market and VCT shares generally trading at a discount to net asset value) and Shareholders may have difficulty in selling their Shares as a result. Shareholders may only be able to realise their investment at a wide discount to the net asset value per Share or may not be able to sell at all. An investment in the Company should, therefore, be considered as long-term.

The value of Shares in the Company largely depends on the performance of the Company's underlying assets. The value of the investment and the dividend stream can rise and fall. Shareholders may get back less than the amount originally invested, even after taking into account the available tax reliefs.

Investment and Market Risks

Investment in AIM-traded, NEX Exchange market-traded and unquoted companies by its nature involves a higher degree of risk than investment in companies listed on the Official List. In particular, the viability and financial performance of small companies often depends on a narrow product range, small markets, limited financial resources, a small number of staff and counterparties, and may be more susceptible to political, exchange rate, taxation and regulatory changes. In addition, the market for securities in smaller companies may be less regulated and less liquid than that for securities in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such securities. Full information for determining their value or the risks to which they are exposed may also not be available. Investment returns will, therefore, be uncertain and are likely to involve a higher degree of risk than investment in a company listed on the Official List.

The Company's investments may be difficult to realise. The fact that a share is traded on AIM or ISDX markets does not guarantee its liquidity. The value of the Company's portfolio and opportunities for realisation will also depend on stock market conditions. There may also be constraints imposed on the realisation of investments by the need to maintain the VCT status of the Company, which may restrict the Company's ability to obtain maximum value from its investments. In addition, although the Company may receive conventional venture capital rights in connection with some investments, as a minority investor it will not be in a position fully to protect its interests.

The availability of new shares on AIM or NEX Exchange markets is subject to market forces and there can be no certainty that there will be sufficient new share issues to enable the Company to achieve the intended level of investment in Qualifying Investments.

Changes in legislation concerning VCTs (including the 'patient' capital review announced by the UK Government), in particular in relation to qualifying holdings and qualifying trades, may limit the number of qualifying investment opportunities and/or reduce the level of returns which might otherwise have been achievable.

Additional restrictions relating to investment by VCTs were introduced under the Finance (No2) Act 2015 and the Finance Act 2016. These include restrictions on the type of non-qualifying investments a VCT can make, a maximum age limit (seven years from first commercial sale, or ten years for 'knowledge intensive' companies) and a maximum amount of state aided investment of £12 million (or £20 million for 'knowledge intensive' companies) for state-aided investments into qualifying companies and a restriction on investee companies using VCT funds to purchase existing shares in another company, an existing business or an existing trade. These changes could restrict the pipeline of potential investee companies available to the Company, the structure of those investments and the ability to make follow-on investments in certain existing portfolio companies. They may also affect the profile of the Company's new investments. The Company is likely to face greater competition for a smaller number of available investment opportunities going forward as a result of these legislative changes.

Any change in governmental, economic, fiscal, monetary or political policy, in particular current government spending reviews and cuts, could materially affect, directly or indirectly, the operation of the Company and/or the performance of the Company and the portfolio of companies in which it invests and the value of and returns from Shares and/or its ability to maintain VCT status. Furthermore, where the European Commission believes that state aid (such as VCT tax relief) has been provided which is not within the Risk Finance Guidelines, it might require that the UK Government recovers that state aid.

Economic and geopolitical uncertainty may increase during the forthcoming Brexit negotiations and during the current US administration.

Tax and Legislative Related Risks

The information in this document is based on existing legislation, including taxation legislation. The tax reliefs described are those currently available. The tax rules or their interpretation in relation to an investment in the Company and/or rates of tax may change during the life of the Company and can be retrospective. The value of tax reliefs depends on the personal circumstances of holders of Shares in the Company, who should consult their own tax advisers before making any investment.

The risk that tax rules or their interpretation in relation to an investment in the Company and/or rates of tax may change during the life of the Company and can be retrospective may increase as a result of Brexit.

The Company intends to manage its affairs in respect of each accounting period so as to obtain and thereafter maintain approval as a VCT. However, there can be no guarantee that the Company will be able to maintain VCT status. Where the Company fails to maintain approval as a VCT before Qualifying Investors have held their New Shares for five years, the income tax relief obtained on the amount subscribed in the Company will have to be repaid by such investors. Dividends paid in an accounting period where VCT status is lost and in subsequent periods will become taxable and a Qualifying Investor will generally be liable to income tax on the amount of the dividend.

Where approval as a VCT is not maintained, the Company will also lose its exemption from corporation tax on capital gains. If at any time VCT status is lost, dealings in the Shares of the Company will normally be suspended until such time as the Company has published proposals either to regain VCT status or to be wound up.

The sale of New Shares by a subscriber within five years of subscription will result in the upfront income tax relief claimed upon investment becoming repayable. On this basis, investing in New Shares should be considered a long-term investment. Further the disposal of existing Shares within six months before or after the acquisition of New Shares will result in the amount of the investment in New Shares to which VCT tax reliefs are available being reduced by an amount equal to the proceeds received on the disposal.

Gearing and interest rate related risks

Prospective investors should be aware that, although to date the Company has operated without recourse to borrowing, has no plans to borrow and currently has no borrowing facilities in place, it may have from time to time a certain level of gearing (as permitted by the borrowing powers in the Articles) and, whilst the use of borrowings would enhance the net asset value of the Shares where the value of the Company's underlying assets is rising, it will have the opposite effect where the underlying asset value is falling.

The use of borrowings also involves the risk that the Company would be unable to service the interest payments or comply with the other requirements of the loan rendering it repayable and the risk that borrowings could not be refinanced upon expiry or that the terms of such refinancing may not be as favourable as the existing terms of borrowing.

Increases in interest rates and levels of amortisation imposed by a lender may also have an adverse effect on the Company's ability to pay dividends to its Shareholders.

The Company has registered itself as a small alternative investment manager with the FCA and, although is subject to the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773), this is on the basis of a reduced level of requirements under those Regulations. If the Company becomes considered leveraged for the purposes of the Regulations or has assets in excess of £500 million, it would become subject to the full requirements under the Regulations, which would have material cost implications for the Company.

Investment Manager

The performance of the Company depends on the investment performance of the Investment Manager, which in turn is dependent upon the performance and continued availability of certain key personnel. In the event that any one or more of these persons were unavailable either temporarily or permanently, the investment performance of the Company may be adversely affected.

Offer Timetable, Statistics & Costs

Indicative Offer Timetable

Allotments monthly

Effective date for the listing of New Shares three Business Days following allotment and commencement of dealings

Share certificates and tax certificates to be dispatched within ten Business Days

The Board reserves the right to extend the closing date of the Offer (to no later than 24 July 2018, although it is not currently intended to extend the Offer past the end of the current financial year). The Offer will close earlier than the date stated above if it is fully subscribed or otherwise at the Board's discretion. Allotment of New Shares may be made more frequently than monthly or delayed at the discretion of the Board.

Offer Statistics

Investor's minimum investment £2,000

Maximum amount (before costs) to be raised £30 million

Maximum number of New Shares to be issued 35 million

Offer Price, Costs and Commissions

Details on how the number of New Shares and the Offer Price will be calculated, together with details relating to intermediary commission and facilitation of initial adviser charges, are set out in Part II of this document.

If you have any questions relating to this document, and the completion and return of the Application Form and, if relevant, the Tax Residency Self Certification Form, please telephone Capita Asset Services on 0371 664 0324. Calls are charged at the Standard Geographic Rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Offer opens 25 July 2017

Closing date 12.00 noon on 26 September 2017

of allotment

(with an over-allotment facility

to raise up to a further £20 million)

Letter from the Chairman

Unicorn AIM VCT plc Suite 8, Bridge House Courtenay Street Newton Abbot TQ12 2QS Indicative Offer Timetable Letter from the Chairman

(Registered number 04266437)

25 July 2017

Dear Investor

The January 2017 Offer attracted significant support and swiftly became over-subscribed leading to closure to new investment 15 days after it opened. The Board and Unicorn AM, our investment manager, believe that there is further appetite for investment in the Company and potentially attractive investment opportunities available.

We are, therefore, pleased to offer Shareholders and new investors the opportunity to subscribe for New Shares in the Company pursuant to this Offer.

Introduction

The Company was launched in November 2001 and is a well established VCT. With unaudited net assets of over £162.17 million (as at 30 June 2017), the Company is the largest AIM-focused VCT in the market. Unlike a new VCT, the Company already has a diverse portfolio of investments in 95 companies and, therefore, has the potential to deliver immediate capital growth and tax-free dividends.

The Company has performed well in recent years despite additional investment restrictions imposed on VCTs and challenging economic conditions. The portfolio companies in general have shown resilience and, in many cases, significant growth in revenues and earnings.

The Investment Manager has adopted a risk averse, longer term approach to the management of the portfolio, seeking to preserve and then grow capital. This prudent approach has proved successful, with net asset growth being maintained and the Company continuing to pay dividends (which the Board has decided to make twice yearly) and the Investment Manager remains confident that its established strategy can continue to deliver further attractive returns over the longer term.

The Investment Manager has also been successful in adapting its investment approach to meet the new VCT investment restrictions and has made a number of new investments in promising companies with the objective of further diversifying the portfolio while generating both growth and income. The Investment Manager is seeing attractive investment opportunities in companies with good growth and income prospects seeking finance across a broad spectrum of sectors.

As a result of these factors, we have decided to make available a further offer for subscription to raise additional funds to take advantage of these opportunities.

The Opportunity

The Board believes that the Offer is an attractive investment opportunity for both existing Shareholders and new investors for the following reasons:

Good deal-flow the Investment Manager believes there will continue to be a healthy flow of attractive, VCT qualifying, investment opportunities from which to choose. Small and medium-sized enterprises (SMEs) play a key role in boosting productivity – but, crucially, they continue to need financial support in order to expand successfully.
Timing With economic uncertainty likely to continue during the forthcoming Brexit negotiations, Government-backed schemes such as venture capital trusts are well placed to assume a greater role in providing VCT qualifying SMEs with a reliable and much-needed source of expansion capital.
Established portfolio the Offer provides the opportunity for investors to access an existing portfolio, which has been performing well and producing consistent returns in contrast to the delay that would be experienced through investment in a new fund.
Tax-free returns the Company has an established track record of making regular dividend payments to Shareholders, having paid dividends of 6p, 6,25p and 6.25p per Share in respect of the last three financial years. The Company has also declared an interim dividend in respect of the six month period to 31 March 2017 of 3.0p per Share which will be paid on 11 August 2017 to Shareholders on the register on 21 July 2017. These dividends are tax-free to Qualifying Investors.

The Investment Manager

The Investment Manager was established in 2000 and is an independently owned and managed company. The Investment Manager specialises in investing in small and medium sized UK companies, quoted on AIM and fledgling markets and has a successful track record in this area of the market.

Letter from the Chairman

The Investment Manager operates a team-based approach to investment management and its committed and well-resourced investment team has over 100 years' of combined experience. The Investment Manager is focused on being the 'best not the biggest' and its funds aim to deliver long term outperformance. Unlike many investment firms, the Investment Manager is majority owned by its directors and managers, providing further incentive to help ensure that the funds it manages deliver consistently strong performance.

As at 30 June 2017, the Investment Manager had over £1 billion under management in a range of funds designed to satisfy a variety of investor requirements. Its funds include an OEIC with six sub-funds and the Company. The Investment Manager also acts as investment adviser to an investment trust.

The Offer

The Company proposes to raise up to £30 million (with an over-allotment facility to raise up to a further £20 million) through the issue of up to 35 million New Shares pursuant to the Offer. If the Board decides (in consultation with Unicorn AM) to increase the Offer by the over-allotment facility, this will be communicated by way of a Regulatory Information Service announcement. Details on how the number of New Shares and the Offer Price will be calculated, together with details relating to intermediary commission and facilitation of initial adviser charges, are set out in Part II of this document.

We are again using an Allotment Formula through which the number of New Shares to be issued to an Applicant will be calculated. This takes into account the costs incurred by investors, whether execution-only or where intermediary commission applies, or the case where initial adviser charges may apply, or finally, where an investor is applying direct. The Allotment Formula continues to be based on the most recently published NAV per Share at the time of allotment. The Company publishes monthly unaudited NAVs and may publish NAVs more frequently for the purposes of the Offer.

The Offer opens on 25 July 2017 and will close (unless fully subscribed before this date or otherwise at the Board's discretion) at 12.00 noon on 26 September 2017 (unless extended by the Board to no later than 24 July 2018).

Tax Benefits

The Company provides Qualifying Investors with access to the attractive tax benefits associated with an investment in a VCT. Qualifying Investors will receive up to 30% income tax relief on amounts subscribed (subject to (i) a maximum investment in VCTs of £200,000 in a tax year, (ii) an investor's tax liability being reduced to nil and (iii) provided the New Shares are held for at least five years). Dividends and capital gains for Qualifying Investors will also be tax-free (subject to the annual investment limits).

Potential investors should note that the disposal of existing Shares within six months before or after the acquisition of New Shares will result in the amount of the investment in New Shares to which VCT tax reliefs are available being reduced by an amount equal to the proceeds received on the disposal.

Next Steps

If you are considering an investment, please read the full Prospectus and then complete the Application Form and, if you are not already a shareholder in the Company, you will need to complete a Tax Residency Self Certification Form which you will find at the end of this document.

If you have any questions regarding the Offer you should contact your financial adviser or call Unicorn AM on 020 7253 0889 or LGBR Capital (the distributor for the Offer) on 020 3195 7100. Please note that neither Unicorn AM nor LGBR Capital are able to provide you with investment, financial or tax advice. Your attention is also drawn to the Risk Factors on pages 10 and 11 of this document.

We look forward to welcoming new and returning Shareholders.

Peter Dicks Chairman

Part I – Investment Opportunity

Attractive Investment Opportunity Part I – Investment Opportunity The Investment Manager operates a team-based approach to investment management and its committed and well-resourced investment

The Company is an established VCT which meets the qualification requirements set out by HMRC. Unlike a new VCT, the Company has a well established track record of delivering both capital growth and regular tax-free (to Qualifying Investors) dividend income from an established portfolio of existing investments. The strategy is to invest in businesses that in the Investment Manager's opinion display a majority of the following characteristics:

Experienced and well-motivated management;
Products and services supplying growing markets;
Sound operational and financial controls; and
Good cash generation to finance ongoing development allied with a progressive dividend policy.

Shareholders should be aware that as a result of the new qualifying conditions introduced in the Finance (No2) Act 2015 and the Finance Act 2016, new capital raised by the Company under the current Offer and under future offers may be directed towards earlier stage investment which may or may not be profitable at the point of investment.

The Company's assets are currently invested in a diversified portfolio of investments both by sector and by number of investments held. The portfolio allocation, based on valuations as at 30 June 2017, are shown below.

The existing portfolio is, by VCT Value (which is calculated on a different basis to the accounting value), comfortably above the 70% threshold required to retain VCT qualifying status (being 77.56% as at 30 June 2017). The Investment Manager's team will continue to maintain a selective approach to new investment opportunities.

The Board believes that:

The Company offers access to diversified and maturing portfolio of companies, which the Investment Manager believes have the potential to develop growth from the current point in the economic cycle.
The Company (including Unicorn AIM VCT II plc, which merged with the Company in 2010) has a healthy dividend record, having paid out £48.9 million in aggregate to Shareholders in dividends since launch, which have been tax-free to Qualifying Investors.
The companies in the Company's portfolio have, on a simple average basis, a market capitalisation of £123 million, a turnover of £64 million per annum and a pre-tax profit of £4 million per annum, with over 50% of the companies having paid a dividend in the last 12 months. These figures exclude the fully listed securities in which the Company has a holding, which form part of the Company's portfolio for liquidity purposes.
AIM continues to be an attractive source of financing for innovative, high-quality and growing companies. Many business owners seek a listing on AIM because it is a well regulated market with a diversified investor base that can help foster growth and assist in realising the potential of their business.
The Investment Manager's experienced investment team continues to see a steady flow of VCT qualifying opportunities from companies in the AIM market and the unquoted sector which may need capital in the medium term, not least because banks continue to limit their lending exposure to smaller companies.
New offers by VCTs continue to offer attractive tax incentives for private investors when compared to many other types of tax efficient investment.

Performance

In March 2010, the Company merged with Unicorn AIM VCT II plc to create what is now the largest AIM-focused VCT in the market. In addition, the Company completed the acquisition of the assets and liabilities of Rensburg AIM VCT plc on 12 January 2016 adding £11.51 million of net assets and 32 investments to the portfolio.

The performance of the Company since 2010 has been strong, with the NAV per Share increasing from 91.80p as at 9 March 2010 (the date on which the Company merged with Unicorn AIM VCT II plc) to 162.24p as at 30 June 2017 (the date to which the last unaudited financial information on the Company has been published). In addition, the Company has, in aggregate, paid dividends of 38.50p per Share during this same period as shown in the graph overleaf.

NAV per Share, Cumulative Dividends Paid & Cumulative Total Shareholder Return*

NAV per Share increased by 1.74p to 162.24p during the nine month period ended 30 June 2017 (unaudited).
Cumulative total Shareholder return increased by 7.99p during the nine month period ended 30 June 2017 (unaudited) and at that date totalled 200.74p.
The cumulative total Shareholder return since the merger of the Company with Unicorn AIM II plc on 9 March 2010, when the NAV per Share was 91.80p, has been 108.94p representing the cumulative dividends paid of 38.50p plus the increase in NAV per Share of 70.44p since that date.

* The past performance of the Company is not a guide to the future performance of the Company. The above represents the return on Shares from 9 March 2010. Shares issued before or after this date will have different performance statistics.

Earnings per Share*

The Company's earnings per Share for the nine month period ended 30 June 2017, together with those of the previous five financial years, are outlined in the graph below:

* Total earnings including unrealised gains/(losses) on investments after taxation divided by the weighted average number of Shares in issue. The past performance of the Company is not a guide to the future performance of the Company.

Awards

The Company recently won two industry awards: 'Best Venture Capital Trust' at the 2016 Investment Company of the Year Awards and 'Best AIM VCT' at the 2016 Investment Week Tax Efficiency Awards.

Part II – The Offer

Terms of the Offer

The Company is seeking to raise up to £30 million (with an over-allotment facility to raise up to a further £20 million) through the issue of up to 35 million New Shares pursuant to the Offer. If the Board decides (in consultation with Unicorn AM) to increase the Offer by using the overallotment facility, this will be communicated by way of a Regulatory Information Service announcement. There is no minimum subscription level for the Offer to proceed and the Offer is not underwritten.

The minimum investment by an investor under the Offer is £2,000 (net of any amount of initial adviser charge to be facilitated) and multiples of £500 thereafter (though investors are reminded that VCT upfront income tax relief is only available in respect of investments of up to £200,000 in VCTs in any one tax year).

New Shares will rank pari passu with the existing Shares in issue in respect of dividends with record dates after the date of issue of the relevant New Shares.

Applications under the Offer will normally be accepted on a first come, first served basis (provided cheques are not post-dated), subject always to the discretion of the Board. Subscribers are encouraged to submit their Application Form early in order to be confident that their application will be successful.

The Offer will be suspended if at any time the Company is prohibited by statute or other regulations from issuing New Shares or has insufficient Shareholder authority to allot Shares.

The full terms and conditions of the Offer can be found at the end of this document.

Closing Date and Receipt of Applications

The Offer opens on 25 July 2017 and will close (unless fully subscribed or otherwise at the discretion of the Board) at 12.00 noon on 26 September 2017 (unless extended by the Board to no later than 24 July 2018).

Subject to the Offer not being fully subscribed or closed earlier at the discretion of the Board, applications should be received by 12.00 noon on 26 September 2017, unless otherwise extended by the Board.

The Allotment Formula

The number of New Shares to be allotted to a successful Applicant will be determined by the following Allotment Formula:

Number of New Shares =
$$
\frac{A - B - C}{NAV}
$$

Where:

A is the Application Amount (this being the amount remitted to the Company with the investor's application, including any amount requested to be facilitated, as accepted under the Offer)
B is 2.5% of the Application Amount (ie 2.5% of A), less any amount of the fee payable to the Investment Manager that may be waived by the Investment Manager at its discretion
C is either:
(i) in respect of advised investors, the amount of any initial adviser charge agreed to be facilitated (up to the maximum of 3% of the Application Amount (ie 3% of A)); or
(ii) in respect of execution-only investors, the amount of any initial commission agreed to be paid to the execution-only intermediary (up to a maximum of 3% of the Application Amount (i.e. 3% of A)) less any amount of initial commission agreed to be waived
NAV is the most recently published NAV per Share at the time of allotment, adjusted for dividends subsequently declared and for which the record date for payment has passed at the time of allotment.

The number of New Shares to be allotted by the Company will be rounded down to the nearest whole number and fractions of New Shares will not be allotted.

The Allotment Formula, which is based on the latest published NAV and takes account of the costs of the Offer, avoids a diminution in the net asset value of the existing Shares (ignoring the dilution caused by any trail commission paid by the Company, which is considered to be small when compared to the overall NAV per Share). Potential investors should note that the NAV per Share may rise or fall during the Offer period.

Offer Price

The Offer Price is determined by dividing the Investment Amount (this being the amount of the investor's application accepted to be used to subscribe for New Shares (ie the Application Amount, less any amount of any initial adviser charge agreed to be facilitated in respect of an advised investor)) by the number of New Shares to be issued.

The Company will announce the number of New Shares issued and the range of Offer Prices by way of a Regulatory Information Service announcement following each allotment.

VCT Tax Reliefs

Qualifying Investors will be able to benefit from the tax reliefs applicable in respect of subscriptions for VCT Shares in respect of the Investment Amount (ie the Application Amount, less any amount of any initial adviser charge agreed to be facilitated in respect of an advised investor). This includes up to 30% upfront income tax relief on the Investment Amount, which would not be available if Shares were purchased in the secondary market.

Offer Costs

The Investment Manager, as promoter of the Offer, will be paid a fee equal to 2.5% of the Application Amounts in respect of applications accepted under the Offer, plus an amount equal to any execution-only initial intermediary commissions. In consideration, the Investment Manager has agreed to meet all Offer costs payable by the Company (other than annual trail commission), including any initial execution-only intermediary commissions and fees payable to LGBR Capital. Annual trail commission will be payable by the Company. Any amount of initial adviser charge agreed to be facilitated is paid by the investor from the monies received with the investor's application and is not paid by the Company.

The Investment Manager may agree to waive any part of its fee represented by 2.5% of the Application Amounts in respect of applications accepted under the Offer as referred to above (this being (B) in the Allotment Formula) in respect of any specific investor or group of investors, for example, existing Shareholders, for the benefit of such investors. The benefit of any waiver will be applied by reducing (B) in the Allotment Formula by an equivalent amount, which will reduce the costs applied for those investors, thereby increasing the number of New Shares to be allotted to such investors. The Investment Manager has further agreed that, to the extent that the actual costs of the Offer are less than the amount of the promotion fee payable to it, it will rebate the excess amount to the Company.

Assuming full subscription under the Offer (utilising the over-allotment facility) the Offer costs payable by the Company will be a maximum of £2.75 million (excluding annual trail commission and assuming that the maximum amount of initial commission of 3% is payable to execution-only intermediaries in respect of all investors) and the net proceeds, on the same basis, will amount to at least £47.25 million.

Adviser Charges

Investors who receive advice from their financial advisers can ask for an initial adviser charge (in whole or part) to be facilitated by the Company's receiving agent (subject to a maximum facilitation amount of 3% of the Application Amount).

If facilitated, this agreed amount will be deducted from the monies received from the relevant investor (which will not qualify for VCT tax reliefs) and the net amount will be invested. The Allotment Formula continues to take the facilitated amount into account in determining the number of New Shares to be allotted. Any additional initial adviser charges in excess of the amount agreed to be facilitated, as well as any annual adviser charges, will need to be met by advised investors separately.

It should be noted that the maximum amount of initial charges which may be facilitated as outlined above should not be considered as a recommendation as to the appropriate levels of an initial adviser charge. This is for the investor and the financial adviser to agree depending on the level of advice and service being provided.

The maximum costs of the Offer to an investor (save for annual trail commission, which the Company will be responsible for) will be 2.5% of the Application Amount plus (i) in respect of execution-only investors, any initial commission payable to execution-only intermediaries (this being a maximum of 3% of the Application Amount) or (ii) in respect of advised investors, any amount of initial adviser charges, which is payable by the investor.

'Execution-Only' Intermediary Commissions

The Investment Manager may (on behalf of the Company) agree with intermediaries providing 'execution-only' services that, in respect of any application accepted from a client for whom the execution-only intermediary acts, to pay an initial commission (subject to a maximum of 3% of the amount subscribed for New Shares by their clients). Intermediaries may waive all or part of the initial commission due for the benefit of their client (such amount will be taken into account in determining the number of New Shares to be allotted under the Allotment Formula).

In addition, provided that the 'execution-only' intermediaries' clients continue to hold their New Shares, such intermediaries will normally be paid an annual trail commission of 0.375% of the net asset base value for each such New Share by the Company. For this purpose, 'net asset base value' means the net assets attributable to such New Share as determined from the audited annual accounts of the Company as at the end of the preceding financial year. No payment of trail commission will (save as referred to below) be made to the extent that the cumulative trail commission would exceed 2.25% of the Offer Price of the New Share in question. The Investment Manager may, with the consent of the Board, agree to pay trail commission on a different basis, providing it does not exceed the maximum cumulative payment of 2.25% of the offer price of the New Share in question.

Commissions will only be paid if, and to the extent, they are permitted under legislation and regulations. Annual trail commission will be paid shortly after the later of the annual general meeting of the Company and, where applicable, the date of payment of the final dividend in each year.

Should an execution-only investor subsequently decide to seek financial advice from their 'execution-only' intermediary in respect of their holding in the Company, any annual trail commission in respect of an investment under the Offer must cease and one of the Company, the Investment Manager or ISCA Administration Services must be notified accordingly.

Commission Arrangements on Existing Shareholdings

Should an Existing Shareholder decide to seek financial advice from their existing intermediary in respect of participating in the Offer, any trail commission which is currently being paid to that Shareholder's intermediary pursuant to an existing holding in the Company will need to cease and one of the Company, the Investment Manager or ISCA Administration Services must be notified accordingly.

Example of the Allotment Formula

There follows an example of how the Allotment Formula works for a direct investor, an advised investor where the amount to be facilitated is 3% of the Application Amount and for an execution-only investor where an initial commission of 3% of the Application Amount has been agreed (in one case payable to the intermediary, but in the other waived by the intermediary), in each case where the amount remitted to the Company with the investor's application is £10,000, the investor is an Existing Shareholder and based on an unaudited NAV per Share of 162.24p (as at 30 June 2017, this being the most recently published NAV per Share prior to the publication of this document).

	Application	Offer Costs (B) (2.5%) (£)		Adviser & Intermediary Charges (C)
	Amount (A) (£)		Facilitation Amount (£)	Commission Amount (£)	NAV per Share (£)	Number of New Shares
Advised investor	10,000	(250)	(300)	-	1.6224	5,824
Execution-only investor (initial commission payable)	10,000	(250)	-	(300)	1.6224	5,824
Execution-only investor (initial commission waived)	10,000	(250)	-	-	1.6224	6,009
Direct investor	10,000	(250)	-	-	1.6224	6,009

Use of Funds

The net proceeds of the Offer will be pooled with the existing cash resources of the Company and utilised as follows:

principally to make new and follow-on investments in accordance with its investment policy; and
to meet annual outgoings (including running costs, directors' fees, trail commission, the payment of dividends and market purchases of Shares).

Part III – The Board and the Investment Manager

The Board

The Board comprises four non-executive directors, all of whom are independent of the Investment Manager: Peter Dicks (Chairman), Charlotta Ginman, Jeremy Hamer and Jocelin Harris.

The Board sets the Company's policies and objectives and ensures that its obligations to the Shareholders are met. The Company has appointed Unicorn AM as its investment manager and ISCA Administration Services as Company Secretary and administrator, subject to the overall control and direction of the Board. As a result, the Board has overall responsibility for the Company's affairs, including approving valuations (prepared by the Investment Manager) and NAVs (calculated by ISCA Administration Services). The Board has significant relevant experience of similar investment funds, regulatory organisations, corporate governance of listed companies, the private equity industry and investing in small companies.

The Directors are:

Peter Dicks (Chairman) (74)

Peter Dicks was a founder director, in 1973, of Abingworth plc, a venture capital company. He is currently a director of a number of quoted and unquoted companies, including Mears Group plc, ICG Enterprise Trust plc and Miton UK MicroCap Trust plc. In addition, he is a director of Foresight VCT plc and Foresight Solar Fund Limited.

Charlotta Ginman FCA (52)

Charlotta Ginman is currently on the boards and chairs the audit committees of Polar Capital Technology Trust plc, Pacific Assets Trust plc (where she is also the senior independent director) and Motif Bio plc, and is also on the board of Consort Medical plc. She previously served as a non-executive director of Wolfson Microelectronics plc and Kromek Group plc.

Jeremy Hamer (65)

Jeremy Hamer is a chartered accountant who spent 16 years in industry followed by five years as a VCT investment manager. He is currently the non-executive chairman of Uvenco plc and non-executive director of SQS Software Quality Systems AG. He is also a qualified executive coach.

Jocelin Harris (71)

Jocelin Harris is a qualified solicitor and runs Durrington Corporation Limited, where he has worked since 1986. Durrington provides management and financial support services to small and developing businesses. He is currently a director of Foresight VCT plc and also a nonexecutive chairman or director of a number of private companies in the United Kingdom and the USA.

The Investment Manager

The Investment Manager is an independently owned and managed investment management company. The Investment Manager was incorporated and registered in England and Wales on 4 February 2000 as a private limited liability company with registered number 03919499. The Investment Manager's registered office and principal place of business is at First Floor Office, Preacher's Court, The Charterhouse, Charterhouse Square, London EC1M 6AU (telephone 020 7253 0889). The Investment Manager is authorised and regulated by the FCA to provide investment management services with registered number 192164. The principal legislation under which the Investment Manager operates is the CA 2006 (and regulations made thereunder).

The Investment Manager operates a team-based approach to investment management and its experienced, committed and well-resourced investment team has over 100 years' of combined experience. The Investment Manager is focused on being the 'best not the biggest' and its funds aim to deliver long term outperformance. Unlike many investment firms, the Investment Manager is majority owned by its directors and managers, providing further incentive for the funds it manages to deliver consistently strong performance.

Members of the team follow a traditional and conservative approach to fund management, focusing on bottom-up stock selection based on fundamental research. They aim to deliver superior long-term performance by adhering to a disciplined investment process and to reduce risk by focusing investment resource on those businesses which are led by experienced management teams, which have an established history of profitability and cash generation and which the Investment Manager believes are capable of delivering sustained growth. In particular, the Investment Manager is a specialist in the AIM sector with over £302.5 million invested in AIM quoted companies across its fund range which includes the Company and its recently launched AIM ISA/IHT portfolio service.

As at 30 June 2017, the Investment Manager's funds under management were allocated across four fund classes:

Open Ended Investment Companies (815.3 million valued at mid-price*);
Offshore Income Fund (£87.5 million valued at mid-price);
AIM VCT (£154.9 million valued at bid-price); and
AIM IHT (£8.6 million valued at mid-price).

* excluding investments made by the Company in Unicorn AM managed OEICs.

The Company continues to represent a significant part of the Investment Manager's business.

Senior Management Team

Chris Hutchinson, Director and Senior Investment Manager

Chris Hutchinson is the senior investment manager at Unicorn AM and has been the lead manager of the Company, since joining the firm in 2005. Chris is also the lead manager of the Unicorn Outstanding British Companies Fund and a senior member of Unicorn AM's Investment Committee. Chris has approximately 20 years' experience managing portfolios of UK smaller companies.

Paul Harwood, Non-Executive Director, Chairman of the Investment Committee

Paul Harwood is the chairman of Unicorn AM's Investment Committee and has over 40 years' investment experience. Before joining Unicorn AM, Paul held positions at Phillips & Drew, Richards Longstaff and Mercury Asset Management/Merrill Lynch, where he was managing director, the joint head of the European Equity Investment Team and latterly the head of the UK Specialist and Smaller Companies Teams.

Fraser Mackersie, Fund Manager

Fraser Mackersie is the co-manager of the Unicorn UK Income Fund and the lead manager of the Unicorn UK Growth Fund. Fraser qualified as a Chartered Certified Accountant (ACCA) in October 2006 having graduated with a BSc (Hons) in Economics and Management from the University of St. Andrews in 2003. He then spent two years with F&C Asset Management plc before joining Unicorn AM in 2008.

Simon Moon, Fund Manager

Simon Moon is the co-manager of the Unicorn UK Income Fund and the lead manager of the Unicorn UK Smaller Companies Fund. Having completed the NHS graduate training scheme, Simon joined JM Finn & Co (Stockbrokers), where he spent a year working as a researcher before joining Unicorn AM in 2008. Simon is a member of The Chartered Institute for Securities & Investment (CISI).

Alex Game, Junior Fund Manager

Alex Game joined Unicorn AM in 2014 and provides research and fund management support to the Unicorn AM investment team. Prior to joining Unicorn AM, Alex worked for two years as a client advisor at Stanhope Capital. Alex graduated with a BSc (Hons) in Physics from Durham University in 2010 and is a CFA Charterholder.

Max Ormiston, Junior Fund Manager

Max Ormiston joined Unicorn AM in 2014 and provides research and fund management support to the Unicorn AM investment team. Prior to joining Unicorn AM, Max spent four years with Brewin Dolphin, where he worked as an investment manager. Max graduated with First Class (Hons) in Agribusiness Management from Newcastle University in 2009 and is a CFA Charterholder.

Part IV – Investment Objective and Policy

Investment Objective

The Company's objective is to provide Shareholders with an attractive return from a diversified portfolio of investments, predominantly in the shares of AIM quoted companies, by maintaining a steady flow of dividend distributions to Shareholders from the income as well as capital gains generated by the portfolio.

It is also the objective that the Company should continue to qualify as a venture capital trust, so that Shareholders benefit from the taxation advantages that this brings. To achieve this, at least 70% of the Company's total assets are to be invested in qualifying investments of which 30% by VCT value (70% for funds raised after 6 April 2011) must be in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules) to dividends or return of capital and no rights to redemption.

Investment Policy

In order to achieve the Company's investment objective, the Board has agreed an investment policy which requires the Investment Manager to identify and invest in a diversified portfolio, predominantly of VCT qualifying companies quoted on AIM that display a majority of the following characteristics:

experienced and well-motivated management;
products and services supplying growing markets;
sound operational and financial controls; and
good cash generation to finance ongoing development allied with a progressive dividend policy.

Asset allocation and risk diversification policies, including maximum exposures, are to an extent governed by prevailing VCT legislation. No single holding may represent more than 15% (by VCT value) of the Company's total investments and cash, at the date of investment.

There are a number of VCT conditions which need to be met by the Company which may change from time to time. The Investment Manager will seek to make qualifying investments in accordance with such requirements.

Asset mix

Where capital is available for investment while awaiting suitable VCT qualifying opportunities, or is in excess of the 70% VCT qualification threshold, it may be held in cash or invested in money market funds, collective investment vehicles or non-qualifying shares and securities of fully listed companies registered in the UK.

Borrowing

To date the Company has operated without recourse to borrowing. The Board may, however, consider the possibility of introducing modest levels of gearing up to a maximum of 10% of the adjusted capital and reserves, should circumstances suggest that such action is in the interests of Shareholders.

Part V - Management and Administration

Fees and Expenses

The Investment Manager receives an annual management fee of an amount equal to 2.0% of the net asset value of the Company (together with any applicable VAT) calculated and charged quarterly, save for investments made by the Company in other Unicorn AM managed funds, in which case no additional management fee will be payable in respect of such investments.

A maximum of 75% of the Company's management expenses is currently charged against capital, with the balance to be met from income.

In recognition of the current size of the Company and the potential substantial increase to the Company's net assets pursuant to the Offer and, following discussions with the Board, Unicorn AM has agreed to waive its entitlement to possible future performance incentive fees. The existing performance incentive has, therefore, been terminated.

ISCA Administration Services provides administration services and is the appointed Company Secretary, and is currently entitled to an annual fee of £150,000. ISCA Administration Services offers specialist accounting, fund administration and company secretarial services to closed end structures such as investment trusts, venture capital trusts and other types of specialist funds. Its senior staff have over thirty years' experience in the industry.

Annual Expenses Cap

The Company's annual expenses are approximately 2.2% of the net assets of the Company (based on the financial year ended 30 September 2016) but are, in any event, capped at an amount equal to 3.6% of net assets. Any excess over this amount will be borne by the Investment Manager. Annual expenses include those incurred by the Company in the ordinary course of its business (including management and administration fees, Directors' remuneration, fees payable to the registrar, stockbroker, auditor, solicitors and the VCT status adviser). Annual expenses do not include performance incentive fees (in the event of any becoming payable) and trail commission.

VCT Status Monitoring

PricewaterhouseCoopers LLP is the Company's VCT status adviser. It carries out reviews of the Company's investment portfolio to ensure compliance and, when requested to do so by the Board or the Investment Manager, reviews prospective investments to ensure that they are qualifying investments.

Custody Arrangements

Bank of New York Mellon (being incorporated and registered in the United States, but whose UK establishment has its registered office at One Canada Square, London E14 5AL with registered number FC005522, its telephone number being 020 7570 1784 and being authorised and regulated by the FCA) acts as custodian of the Company's quoted assets and, in that capacity, is responsible for ensuring safe custody and dealing and settlement arrangements. The Company is responsible for the safekeeping of certificates in relation to unquoted investments.

Dividend Policy

The Board has a policy of maintaining a steady flow of dividend distributions to Shareholders and intends to continue with this policy. After careful consideration, and after taking into account the views of the Company's Shareholders, the Board has decided to make dividend payments twice yearly.

The Company has paid dividends (tax-free to Qualifying Shareholders) of 6p, 6.25p and 6.25p per Share in respect of each of the past three financial years. In addition, an interim dividend payment of 3.0p per Share will be paid in relation to the six month period ended 31 March 2017 on 11 August 2017 to Shareholders on the register as at 21 July 2017.

The ability to pay dividends and the amount of such dividends depends on the performance of the Company's investments, available reserves and cash, as well as the need to retain funds for further investment and ongoing expenses.

Share Buy-Backs

The Board believes that it is in the best interests of the Company and its Shareholders to make market purchases of its Shares, given the limited secondary market for VCT shares generally, and to seek both to enhance NAV and to help reduce to a degree any prevailing discount to NAV in the current market price that might otherwise prevail. The Board agrees the discount to NAV at which Shares will be bought back and keeps this under regular review.

The Board intends to continue with the above buy-back policy. Any such future repurchases will be made in accordance with guidelines established by the Board from time to time and will be subject to the Company having the appropriate authorities from Shareholders and sufficient funds available for this purpose.

Share buy-backs will also be subject to the Listing Rules and any applicable law at the relevant time. Shares bought back in the market will ordinarily be cancelled.

Duration of the Company

The Articles provide for a resolution to be proposed for the continuation of the Company as a VCT at the annual general meeting falling after the fifth anniversary of the last issue of Shares and thereafter at five-yearly intervals.

Valuation Policy

All unquoted investment valuations are subject to approval by the Directors on the recommendation of the Investment Manager in accordance with FRS 102 and IPEVC Valuation Guidelines under which investments are valued at fair value, as defined in those guidelines. Any AIM or other quoted investment will be valued at the closing bid price of its shares, in accordance with generally accepted accounting practice. The net asset value of the Shares is calculated monthly and published on an appropriate regulatory information service, as well as being published on the Company's website (www.unicornaimvct.co.uk). If for any reason valuations are suspended, Shareholders will be notified in a similar manner.

Investor Communications

The Board believes that open communication with Shareholders is very important and is always ready to consider suggestions or matters of concern raised by Shareholders outside formal shareholder meetings. In addition to the announcement and publication of the annual report and accounts and the half-yearly results for the Company as detailed below, the Company also voluntarily publishes interim management statements.

Reporting Dates
Year end	30 September
Announcement and publication of annual report and accounts to Shareholders	December
Announcement and publication of half-yearly results	May

Part VI – Largest Investments

Set out below are the largest investments held by the Company with a value of greater than 50% of the Company's gross assets, as at the date of this document.

The current cost is the original investment cost made by the Company and/or, where relevant, Unicorn AIM VCT II plc and Rensburg AIM VCT plc, less capital repayments to 30 June 2017.

Abcam Cost (£'000) Valuation (£'000) Valuation basis % of portfolio Market sector: Pharmaceuticals & Biotechnology Location: Cambridge, England	505 14,557 Bid 9.0%	Cohort Cost (£'000) Valuation (£'000) Valuation basis % of portfolio Market sector: Aerospace & Defense Location: Reading, England	1,549 5,076 Bid 3.1%
Mattioli Woods Cost (£'000) Valuation (£'000) Valuation basis % of portfolio Market sector: Financial Services Location: Leicestershire, England	1,278 7,531 Bid 4.7%	ULS Technology Cost (£'000) Valuation (£'000) Valuation basis % of portfolio Market sector: Media Location: Reading, England	1,500 4,613 Bid 2.9%
Anpario Cost (£'000) Valuation (£'000) Valuation basis % of portfolio Market sector: Pharmaceuticals & Biotechnology Location: Nottinghamshire, England	1,381 6,800 Bid 4.2%	ECSC Group Cost (£'000) Valuation (£'000) Valuation basis % of portfolio Market sector: Software & Computer Services Location: Bradford, England	2,419 4,347 Bid 2.7%
Maxcyte Cost (£'000) Valuation (£'000) Valuation basis % of portfolio Market sector: Pharmaceuticals & Biotechnology Location: Gaithersburg, United States	3,150 6,339 Bid 3.9%	IDOX Cost (£'000) Valuation (£'000) Valuation basis % of portfolio Market sector: Software & Computer Services Location: London, England	1,116 3,920 Bid 2.4%
Tracsis Cost (£'000) Valuation (£'000) Valuation basis % of portfolio Market sector: Software & Computer Services Location: Derby, England	1,453 6,105 Bid 3.8%	Avingtrans Cost (£'000) Valuation (£'000) Valuation basis % of portfolio Market sector: Industrial Engineering Location: Nottingham, England	997 3,820 Bid 2.4%
Animalcare Group Cost (£'000) Valuation (£'000) Valuation basis % of portfolio Market sector: Pharmaceuticals & Biotechnology Location: York, England	1,636 5,882 Bid 3.6%	Interactive Investor Cost (£'000) Valuation (£'000) Valuation basis % of portfolio Market sector: Financial Services Location: London, England	3,447 3,085 Bid 1.9%

Tristel
Cost (£'000)	888
Valuation (£'000)	3,042
Valuation basis	Bid
% of portfolio	1.9%
Market sector: Health Care Equipment & Services
Location: Reading, England

Babcock International
Cost (£'000)	3,022
Valuation (£'000)	2,922
Valuation basis	Bid
% of portfolio	1.8%
Market sector: Support Services
Location: London, England

Totally
Cost (£'000)	3,107
Valuation (£'000)	2,764
Valuation basis	Bid
% of portfolio	1.7%
Market sector: Health Care Equipment & Services
Location: London, England

Cash and Liquidity Funds

Cash		Unicorn UK Smaller Companies Fund
Cost (£'000)	10,093	Cost (£'000)	824
Valuation (£'000)	10,093	Valuation (£'000)	2,641
Valuation basis	--	Valuation basis	Unit price
% of portfolio	6.2%	% of portfolio	1.6%

Unicorn Mastertrust Fund
Cost (£'000)	244
Valuation (£'000)	693
Valuation basis	Unit price
% of portfolio	0.4%

Unicorn UK Ethical Income
Cost (£'000)	1,000
Valuation (£'000)	1,147
Valuation basis	Unit price
% of portfolio	0.7%

Unicorn UK Growth Fund
Cost (£'000)	911
Valuation (£'000)	2,779
Valuation basis	Unit price
% of portfolio	1.7%

Note:

Investment and portfolio information in this Part VI has been extracted from the Company's unaudited financial information as at 30 June 2017.

As at the date of this document, there has been no material change in the valuations of investments set out in this Part VI since 30 June 2017 other than:

There has been a material increase in the value of Tristel (on a bid price basis) of approximately £638,000.
There has been a material reduction in the value of ESCS Group (on a bid price basis) of approximately £1.3 million.

TAX POSITION OF INVESTORS

1. Tax Reliefs

The following is only a summary of the law concerning the tax position of individual investors in VCTs and does not constitute legal or tax advice. Potential investors are recommended to consult a professional adviser as to the taxation consequences of an investment in a VCT.

The tax reliefs set out below are those currently available to individuals who are UK tax payers and aged 18 or over who subscribe for New Shares under the Offer and will be dependent on personal circumstance. 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 do not exceed £200,000 (including shares purchased in the secondary market). Qualifying Investors who intend to invest more than £200,000 in VCTs in any one tax year should consult their professional advisers.

1.1 Income Tax

(i) Relief from income tax on investment

A Qualifying Investor subscribing for New Shares will be entitled to claim income tax relief on amounts subscribed up to a maximum of £200,000 invested in VCTs in any tax year.

The relief is given at the rate of 30% on the amount subscribed regardless of whether the Qualifying Investor is a higher rate, additional rate or basic rate tax payer, provided that the relief is limited to the amount which reduces the Qualifying Investor's income tax liability to nil. Investments to be used as security for or financed by loans may not qualify for relief, depending on the circumstances.

(ii) Dividend relief

A Qualifying Investor, who acquires shares in VCTs in any tax year costing up to a maximum of £200,000, will not be liable to income tax on dividends paid on those shares and there is no withholding tax thereon.

(iii) Purchases in the market

A Qualifying Investor who purchases existing shares in the market will be entitled to claim dividend relief (as described in paragraph 1.1(ii) above) but not relief from income tax on the investment (as described in paragraph 1.1(i) above).

(iv) 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 or on death) within five years of issue or if the VCT loses its approval within this period, as detailed below.

Dividend relief ceases to be available if the VCT loses its approval within this period, as detailed below, or if shares are no longer owned by a Qualifying Investor.

1.2 Capital Gains Tax

(i) Relief from capital gains tax on the disposal of VCT shares

A disposal by a Qualifying Investor of VCT shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax. The relief is limited to the disposal of VCT shares acquired within the limit of £200,000 for any tax year and does not apply where VCT shares were issued after 5 April 2014 and are repurchased by the VCT directly from the shareholder within three years of issue.

(ii) Purchases in the market

An individual purchaser of existing VCT shares in the market will be entitled to claim relief from capital gains tax on disposal (as described in paragraph 1.2(i) above).

1.3 Acquisition and Disposals of Shares in the Same VCT

The disposal of existing shares in a VCT within six months before or after subscription for new shares in the same VCT (or otherwise where the disposal and subscription is linked) will result in the amount of the investment in the new shares in the VCT to which VCT tax reliefs are available being reduced by an amount equal to the proceeds received on the disposal.

1.4 Loss of VCT Approval

For a company to be fully approved as a VCT, it must meet the various requirements as set out below.

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. 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 and any gains on the 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.

2. Illustration of the Effect of Tax Relief for Qualifying Investors

The table below has been prepared for illustrative purposes only and does not form part of the summary of the tax reliefs contained in this section. The table shows how the initial tax reliefs available can reduce the effective cost of an investment of £10,000 in a VCT by a Qualifying Investor subscribing for VCT shares to only £7,000:

	Tax Relief	Effective Cost
Investor unable to claim any tax reliefs	Nil	£10,000
Qualifying Investor able to claim full 30% income tax relief	£3,000	£7,000

The combined effect of the initial income tax relief, tax-free dividends and tax-free capital growth can substantially improve the net returns of an investor in a VCT.

3. Obtaining Tax Reliefs

The Company will provide to each Qualifying Investor a certificate which Qualifying Investors 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.

4. Investors not Resident in the UK

Investors not resident in the UK should seek their own 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.

TAX POSITION OF THE COMPANY

1. 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) not be a close company;
(b) have each class of its ordinary share capital listed on a regulated market;
(c) derive its income wholly or mainly from shares or securities;
(d) have at least 70% by VCT Value of its investments in shares in Qualifying Investments, 70% of which must be eligible shares (30% for funds raised before 6 April 2011);
(e) have at least 10% by VCT Value of each Qualifying Investment in eligible shares;
(f) not have more than 15% by VCT Value of its investments, at the time of making an investment, in a single company or group (other than a VCT or a company which would, if its shares were listed, qualify as a VCT);
(g) not retain more than 15% of its income derived from shares and securities in any accounting period;
(h) not make any non-Qualifying Investment other than those specified in section 274 of ITA 2007;
(i) not, in respect of any share capital created on or after 6 April 2014 and any reserves created from the cancellation thereof, make any payment out of such share capital and reserves to shareholders within three years from the end of the accounting period in which that share capital was created;
(j) not invest in a company or group which causes the company or group to receive more than £5 million of state aided investment in the 12 months ending on the date of that investment;
(k) not invest in a company or group which causes that company or group to receive more than £12 million (£20 million for 'knowledge intensive' companies) of state aided investment during its lifetime; and
(l) invest in companies where the first state aided investment was before seven years (ten years for 'knowledge intensive' companies) of the first commercial sale in respect of the relevant trade, save for in certain limited circumstances where the funds are to be used in connection with a new product or geographical market.

Conditions (j) to (l) do not apply to investments in shares listed on a recognised stock exchange or to certain investment funds/vehicles.

The approved status of a VCT may also be affected where an investee company uses any funds from a VCT investment to acquire another company or trade in the five years after that investment.

The term 'eligible shares' means ordinary shares which do not carry any rights to be redeemed or preferential rights to assets on a winding up or dividends (other than certain non-cumulative fixed preferential rights).

2. Qualifying Investments

A qualifying investment consists of shares or securities first issued to the VCT (and held by it ever since) by a company satisfying the conditions set out in Chapters 3 and 4 of Part 6 of ITA 2007.

The conditions are detailed, but include the following:

(i) the investee company must be a Qualifying Company;
(ii) have gross assets not exceeding £15 million immediately before and £16 million immediately after the investment;
(iii) apply the money raised for the purposes of a qualifying trade within certain time periods;
(iv) not be controlled by another company;
(v) have fewer than 250 full-time (or full-time equivalent) employees (500 in the case of 'knowledge intensive' companies);
(vi) at the time of the VCT investment not obtain more than £5 million of state aid investment in any rolling 12 month period and £12 million of state aid investment (£20 million for 'knowledge intensive' companies) during its lifetime;
(vii) the first commercial sale was not more than seven years (ten years for 'knowledge intensive' companies) prior to the first state aid investment in respect of the relevant trade, save for in certain limited circumstances where the funds are to be used in connection with a new product or geographical market; and
(viii) not use the VCT funds to acquire shares in another company, another business or trade or provide a return of capital to existing shareholders.

From 6 April 2012 there is a 'disqualifying purpose' test under which an investment will not be a qualifying investment if the investee company has been set up for the purpose of accessing tax reliefs or is in substance a financing business.

3. Qualifying Companies

A Qualifying Company must be unquoted (for VCT purposes companies whose shares are traded on the ISDX and AIM markets are considered to be unquoted) and must carry on a qualifying trade. For this purpose certain activities are excluded (such as dealing in land or shares or providing financial services). The qualifying trade must either be carried on by, or be intended to be carried on, by the Qualifying Company or by a qualifying subsidiary at the time of the issue of shares or securities to the VCT (and at all times thereafter).

The company must have a permanent establishment in the UK, but the company need not be UK resident. A company intending to carry on a qualifying trade must begin to trade within two years of the issue of shares or securities to the VCT and continue it thereafter.

A Qualifying Company may have no subsidiaries other than qualifying subsidiaries which must, in most cases, be at least 51% owned.

4. Approval as a VCT

A VCT must be approved at all times by HMRC. Approval has effect from the time specified in the approval.

A VCT cannot be approved unless the tests detailed above 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. However, where a VCT raises further funds, VCTs are given grace periods to invest those funds before such further funds become subject to the tests.

However, to aid the launch of a VCT, HMRC may give provisional approval if satisfied that conditions (b), (c), (f) and (g) in paragraph 1 above will be met throughout the current or subsequent accounting period and condition (d) in paragraph 1 above will be met in relation to an accounting period commencing no later than three years after the date of provisional approval.

The Company has obtained approval as a VCT from HMRC.

5. Withdrawal of Approval

Approval of a VCT (full or provisional) may be withdrawn by HMRC if the various tests set out above are not satisfied. The exemption from corporation tax on capital gains will not apply to any gain realised after the point at which VCT status is lost.

Withdrawal of approval generally has effect from the time when notice is given to the VCT but, in relation to capital gains 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.

Withdrawal of provisional approval has effect as if provisional approval had never been given (including the requirement to pay corporation tax on prior gains).

6. Unlawful State Aid

Investments made by VCTs in underlying portfolio companies are regarded as state aided. Where the European Commission believes that state aid has been provided which is unlawful, in particular if it is not consistent with the Risk Finance Guidelines, it may require the Government to recover that state aid. Such recovery may be from the investee company, the VCT or the VCT's investors.

The above is only a summary of the conditions to be satisfied for a company to be treated as a VCT.

Part VIII – Additional Information

1. The Company

1.1 The Company was incorporated and registered in England and Wales under CA 1985 as a public company with limited liability on 7 August 2001, with registered number 04266437. The principal legislation under which the Company operates (and under which its shares are created) is CA 2006 and regulations made thereunder. The name of the Company is Unicorn AIM VCT plc.
1.2 On 27 September 2001,the Registrar of Companiesissued the Companywith a trading certificate undersection 117 of CA1985 (now section 761 of CA 2006) entitling it to commence business.
1.3 TheCompany'sregistered office is at c/o ISCAAdministration Services Limited, Suite8BridgeHouse,Courtenay Street,NewtonAbbot TQ12 2QS (telephone 01392 487 056). The Company is domiciled in England and does not have, nor has it had since incorporation, any subsidiaries or employees.
1.4 TheCompany revoked itsstatus as aninvestment companyundersection266ofCA1985(nowsection833ofCA2006) on17August 2004.
1.5 The International SecuritiesIdentification Number ofthe Sharesis GB00B1RTFN43.
1.6 The Company is a VCT under section 274 ITA 2007 and it is intended that the business of the Company be carried on so as to continue to comply with that section.
1.7 The Company is not authorised by the FCA or an equivalent European Economic Area regulator. However the Company is an alternative investment fund for the purposes of the EU Alternative Investment Fund Managers Directive (Directive 2011/61/EU), has registered itself as a small alternative investment fund manager with the FCA and is subject to the Alternative Investment Fund ManagersRegulations2013(SI2013/1773). TheCompany issubjectto the requirements ofVCTs and, as an entity listed on themain market of the London Stock Exchange, the rules and regulationsissued by the UKLA from time to time. The Company is not otherwise regulated.

2. Share Capital

2.1 As at 24 July 2017 (being the latest practicable date prior to the publication of this document), the Company's share capital comprised 99,957,864 Shares (all of which were fully paid and none of which were held in treasury).
2.2 The issued share capital history of the Company since 30 September 2013 is as follows:
2.2.1 During the year ended 30 September 2014, the Company issued 9,425,150 Shares and bought back 2,024,729 Shares. As at 30 September 2014, the issued share capital of the Company comprised 64,168,112 Shares, none of which were held in treasury.
2.2.2 During the year ended 30 September 2015, the Company issued 17,191,119 Shares and bought back 1,279,000 Shares. As at 30 September 2015, the issued share capital of the Company comprised 80,080,231 Shares, none of which were held in treasury.
2.2.3 During the year ended 30 September 2016, the Company issued 13,637,068 Shares (which includes 7,075,352 Shares issued in consideration for the Company acquiring the assets and liabilities of Rensburg AIM VCT plc by way of a scheme of reconstruction under section 110 of the Insolvency Act 1986 under which Rensburg AIM VCT plc was placed into members voluntary liquidation, and bought back 1,641,988 Shares. As at 30 September 2016, the issued share capital of the Company comprised 92,075,311 Shares, none of which were held in treasury.
2.2.4 Since 30 September 2016 to 24 July 2017 (being the latest practicable date prior to the publication of this document), the Company has issued 9,149,078 Shares and bought back 1,266,525 Shares. As at 31 March 2017, the issued share capital of the Company comprised 100,544,111 Shares, none of which were held in treasury.
2.3 The following authorities were granted pursuant to resolutions of the Company passed at the annual general meeting of the Company held on 12 January 2017:
2.3.1 in substitution for any existing authorities,theDirectorswere generally and unconditionally authorised pursuantto section 551 of the CA 2006 to exercise all the powers of the Company to allot Shares and to grant rights to subscribe for, or convert any security into, Shares up to an aggregate nominal amount of£459,421, provided thatthis authority shall expire (unlessrenewed, varied or revoked by the Company in a general meeting) on the date falling 15 months after the passing of this resolution, or if earlier, at the conclusion of the annual general meeting of the Company to be held in 2018 but so that the authority shall allow the Company to make before the expiry of this authority, offers or agreements which would or might require Sharesto be allotted orrightsto be granted aftersuch expiry and theDirectorsshall be entitled to allot Shares or grantrights pursuantto any such offers or agreements asifthe authority conferred by thisresolution had not expired;
2.3.2 in substitution for any existing authorities, the Directors were empowered in accordance with sections 570 and 573 of the CA 2006 to allot or make offers or agreements to allot equity securities (as defined in section 560 of the CA 2006) for cash, pursuant to the authority conferred upon them by the resolution detailed at paragraph 2.3.1 above, or by way of a sale of treasury shares, asifsection561(1) oftheCA2006didnot apply to any suchsale or allotment,provided thatthepowerprovided by this resolution shall be limited to:
(i) the allotment and issue of equity securities up to an aggregate nominal value representing £367,537 in connectionwith offer(s) forsubscription; and
(ii) the allotment, otherwise than pursuantto sub-paragraph (i) above, of equity securitieswith an aggregate value of up to, but not exceeding, 10 per cent. ofthe issued share capital ofthe Company from time to time

in each case where the proceeds may be used, in whole or in part, to purchase the Company's Shares in the market provided that this authority shall expire (unlessrenewed, varied or revoked by the Company in a general meeting) on the date falling 15 months after the passing of thisresolution, or if earlier, at conclusion of the annual general meeting to be held in 2018, except thattheCompanymay, before expiry ofthis authority,make offers or agreementswhichwould ormightrequire equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred had not expired; and

2.3.3 in substitution for any existing authorities, the Company was authorised pursuant to section 701 of the CA 2006 to make one or more market purchases (within the meaning of section 693(4) of the CA 2006) of its own Shares on such terms and in such manner as the directors of the Company may determine (either for cancellation or for the retention as treasury shares for future re-issue ortransfer) provided that:
(i) the aggregate number of Shareswhichmay be purchased shall not exceed13,773,461or, iflower,such number of Shares (rounded down to the nearestwhole Share) asshall equal 14.99% ofthe Sharesin issue atthe date ofthe resolution;
(ii) the minimum pricewhich may be paid per Share is 1p (the nominal value thereof);
(iii) themaximumpricewhichmay be paid per Share is an amount equalto the higher of(a) an amount equalto five per cent. above the average ofthemiddlemarket quotation per Share taken fromthe London Stock ExchangeDailyOfficial Listfor the five business daysimmediately preceding the day on which the Share isto be purchased; and (b) the price stipulated by Article 5(1) ofthe Buy-Back and Stabilisation Regulation (EC 2273/2003);
(iv) the authority conferred by thisresolution shall (unlessrenewed, varied or revoked by the Company in a general meeting) expire on the date falling 15 months after the passing of this resolution, or if earlier, at the conclusion of the annual general meeting ofthe Company to be held in 2018; and
(v) the Company may make a contract or contracts to purchase its own Shares under the authority conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority, and may make a purchase of its own Sharesin pursuance of any such contract.
2.4 There are no other shares or loan capital in the Company under option or agreed conditionally or unconditionally to be put under option nor does the Company hold shares in treasury.
2.5 The Company will be subject to the continuing obligations of the Listing Rules with regard to the issue of securities for cash and the provisions of section 561 of the CA 2006 (which confers on shareholders rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up in cash) will apply to the balance of the share capital of the Company which is not (or will not be)subjectto the disapplicationsreferred to in paragraph 2.3 above.
2.6 Assuming 35 million New Shares are allotted by the Company (this being the maximum number of New Shares that may be allotted pursuant to the Offer), the issued share capital of the Company will be 134,957,864 Shares(none of which are expected to be held in treasury).

3. Memorandum and Articles of Association

In this paragraph 3, reference to ''Directors'' meansthe directors ofthe Company from time to time, reference to the ''Board'' meansthe board of directors oftheCompany fromtime to time and reference to "Group"meanstheCompany and itssubsidiariesfromtime to time, and "Group Company" means any company in the Group.

3.1 Memorandum

The Memorandum, which, by virtue of section 28 of the CA 2006, is now treated as being part of the Articles, provides that the Company's principal object and purpose isto carry on the business of a VCT.

3.2 Articles

The following is a summary of the current Articles.

1. Liability of members The liability of the members of the Company is limited to the amount, if any, unpaid on the shares held by them.
1. General Meetings
2.1 Calling of general meetings

Subjectto the provisions ofthe CompaniesActs generalmeetings, including annual generalmeetings,shall be held atsuch time and place asthe Board may determine.

2.2 Notice of general meetings

General meetingsshall be convened by such minimum period of notice as may be required by the Companies Acts.

2.3 Contents of notice

Every notice convening a general meeting shallspecify:

(a) whetherthe meeting is convened as an annual general meeting;
(b) the place,the day and the time ofthe meeting;
(c) in the case ofspecial businessthe general nature ofthat business;
(d) if the meeting is convened to consider a special resolution the text of the resolution and the intention to propose the resolution assuch; and
(e) with reasonable prominence that a member entitled to attend and vote is entitled to appoint one or (provided each proxy is appointed to exercise the rights attached to a different share or shares held by the member) more proxies to attend and vote instead of him and that a proxy need not also be a member.

The notice shall be given to the members(otherthan anywho underthe provisions oftheArticles or of any restrictionsimposed on any shares are not entitled to receive notice fromthe Company),to theDirectors and to theAuditors and ifmore than one for the time being, to each of them.

2.4 Omission to send notice

The accidental omission to send a notice of meeting or, in cases where it is intended that it be sent out with the notice, any document relating to a meeting including an instrument of proxy, to, or the non-receipt of either by, any person entitled to receive the same shall notinvalidate the proceedings atthat meeting.

3. Proceedings at general meetings

3.1 Quorum

No businessshall be transacted at any general meeting unless a quorum is present when the meeting proceedsto business but the absence of a quorum shall not preclude the choice or appointment of a chairman which shall not be treated as part of the business of the Meeting. Two persons entitled to attend and to vote on the business to be transacted, each being a member present in person or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum.

3.2 If quorum not present

Ifwithin 15minutes(orsuch longerinterval asthe Chairman in his absolute discretion thinks fit)fromthe time appointed forthe holding of a general meeting a quorum is not present, orif during a meeting such a quorum ceasesto be present,the meeting, if convened on the requisition ofmembers,shall be dissolved.In any other case,themeeting shallstand adjourned to such day and atsuch time and place asthe Chairman (or, in default, the Board) may determine, being not lessthan ten clear daysthereafter. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting one member presentin person or by proxy or (being a corporation) by a duly authorised representative shall be a quorum. If no such quorum is present or if during the adjourned meeting a quorum ceasesto be present,the adjourned meeting shall be dissolved.

1. Voting
4.1 Method of voting

At any general meeting a resolution put to a vote of the meeting shall be decided on a show of hands unless (before or immediately after the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. Subjectto the provisions ofthe Companies Acts, a poll may be demanded by:

(a) the Chairman ofthe meeting; or
(b) by atleast five members presentin person or by proxy having the rightto vote atthe meeting; or
(c) a member or members present in person or by proxy representing not lessthan one tenth of the voting rights of all the members having the rightto vote atthe meeting; or
(d) a member or members present in person or by proxy holding shares conferring a right to vote at the meeting being shares onwhich an aggregate sum has been paid up equalto notlessthan one tenth ofthe totalsum paid up on allthe shares conferring thatright, and a demand for a poll by a person as proxy for amembershall be as valid asifthe demand were made by the member himself.

The Chairman may also demand a poll before a resolution is putto the vote on a showof hands.

4.2 Chairman's declaration conclusive on showof hands

Unless a poll is duly demanded and the demand is not withdrawn a declaration by the Chairman of the meeting that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive, and an entry to that effectin the book containing the minutes of proceedings ofthe Company shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

5. Votes of members

Subjectto any rights or restrictions attached to any shares:

(a) on a showof hands everymemberwho is presentin person has one vote; every proxy presentwho has been duly appointed by one or more members entitled to vote on the resolution has one vote and every corporate representative present who has been duly authorised by a corporation hasthe same voting rights asthe corporationwould be entitled to;
(b) on a poll every member presentin person or by duly appointed proxy or corporate representative has one vote for every share of which he is the holder or in respect of which his appointment as proxy or corporate representative has been made.
1. Sanction to variation

Subjectto the provisions oftheCompaniesActs, if at any time the share capital oftheCompany is divided into shares of different classes any of the rights for the time being attached to any share or class of shares in the Company (and notwithstanding that the Company may be or be about to be wound up) may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consentinwriting ofthe holders of notlessthan three quartersin nominal value ofthe issued shares ofthe class orwith the sanction of a specialresolution passed at a separate generalmeeting ofthe holders ofshares ofthe class duly convened and held as provided in the Articles(but not otherwise).

Class meetings

Allthe provisionsin theArticles asto generalmeetingsshallmutatismutandis apply (with any necessarymodifications)to every meeting ofthe holders of any class ofsharessave that:

(a) the quorum at every such meeting shall be notlessthan two persons presentin person or by proxy holding atleast onethird ofthe nominal amount paid up on the issued shares ofthe class;
(b) every holder ofshares ofthe class presentin person or by proxy may demand a poll;
(c) each such holdershall on a poll be entitled to one vote for every share ofthe class held by him; and
(d) if at any adjourned meeting of such holders, such quorum as aforesaid is not present, not less than one person holding shares ofthe class(whateverthe number)who is presentin person or by proxy shall be a quorum.

8. Transfer of shares

8.1 Form oftransfer

Except as may be provided in the Articles, each member may transfer all or any of hisshares by instrument oftransfer inwriting in any usual form or in any form approved by the Board. Such instrumentshall be executed by or on behalf ofthe transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect of it.

8.2 Right to refuse registration

The Board may in its absolute discretion andwithout giving any reason refuse to register any share transfer unless:

(a) itisin respect of a sharewhich isfully paid up;
(b) itisin respect of a share onwhich the Company has no lien;
(c) itisin respect of only one class ofshares;
(d) itisin favour of a single transferee or not more than four jointtransferees;
(e) itis duly stamped (ifso required); and
(f) it is delivered for registration to the Office, or such other place as the Board may from time to time determine, accompanied (except in the case of a transfer by a recognised person where a certificate has not been issued) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title ofthe transferor and the due execution by him ofthe transfer or ifthe transfer is executed by some other person on his behalf, the authority of that person to do so, provided that such discretion may not be exercised in such a way as to prevent dealingsin such sharesfrom taking place on an open and proper basis.
1. Dividends and other payments
9.1 Declaration of dividends

Subjectto the provisions ofthe CompaniesActs and oftheArticles,the Company may by ordinary resolution declare that out of profits available for distribution, dividends be paid to members according to their respective rights and interestsin the profits of the Company available for distribution.However, no dividend shall exceed the amountrecommended by the Board.

9.2 Subject to the provisions of the Companies Acts, the Board may declare and pay such interim dividends(including any dividend payable at a fixed rate) as appear to the Board to be justified by the profits of the Company available for distribution and the position oftheCompany.If at any time the share capital oftheCompany is divided into different classes,theBoardmay pay such interim dividends on shares which rank after shares conferring preferential rights with regard to dividend as well as on shares conferring preferential rights unless at the time of payment any preferential dividend isin arrears. Provided that the Board acts in good faith it shall not incur any liability to the holders of shares conferring preferential rights for any loss that they may suffer in consequence of the declaration or by the lawful payment of any interim dividend on any shares ranking after those with preferential rights.
9.3 Entitlementto dividends

Except as otherwise provided by the rights attached to shares, all dividendsshall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid. Subject as aforesaid, all dividendsshall be apportioned and paid pro rata according to the amounts paid up or credited as paid up on the shares during any portion or portions of the period in respect of which the dividend is paid but if any share is issued on terms providing that it shall rank for dividend as from a particular date or be entitled to dividends declared after a particular date it shall rank for or be entitled to dividends accordingly.

All dividends and interest shall be paid (subject to any lien of the Company) to those members whose names shall be on the register atthe date atwhich such dividend shall be declared or atthe date atwhich such interestshall be payable respectively, or atsuch other date astheCompany by ordinary resolution ortheBoardmay determine, notwithstanding any subsequenttransfer or transmission of shares.

The Board may pay the dividends or interest payable on shares in respect of which any person is by transmission entitled to be registered as holderto such person upon production ofsuch certificate and evidence aswould be required ifsuch person desired to be registered as a member in respect of such shares.

1. Borrowing powers
10.1 Save as provided below,the Board may exercise allthe powers ofthe Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets(present or future) and uncalled capital of the Company and,subject to the provisions oftheCompaniesActs,to issue debentures and othersecuritieswhether outright or as collateralsecurity for any debt, liability or obligation of the Company or of any third party.
10.2 TheBoard shallrestrictthe borrowings oftheCompany and exercise all voting and otherrights and powers of control exercisable by theCompany inrespectofitssubsidiariessoastoprocure (asregardsitssubsidiariesinsofarasit canprocureby suchexercise) that the aggregate principal amount at any one time outstanding in respect of moneys borrowed by the Group (exclusive of moneys borrowed by one Group Company from another and after deducting cash deposited) shall not at any time without the previous sanction of an ordinary resolution of the Company exceed an amount equal to 10% of the Adjusted Capital and Reserves provided that prior to the publication of an audited balance sheet of the Company such aggregate principal amount

shall be limited to 10% ofthe amount paid up or credited as being paid up (whether in respect of nominal value or premium) of the allotted and issued share capital of the Company.

10.3 Forthese purposes:
(a) the Adjusted Capital and Reserves means a sum equalto the aggregate from time to time of:
- (i) the amount paid up (or credited as paid up) on the allotted or issued share capital ofthe Company; and
- (ii) the amountstanding to the credit of the capital and revenue reserves of the Group, whether or not distributable (including without limitation any share premium account, capital redemption reserve fund, and credit or debit balance on any other distributable reserve) after adding thereto or deducting therefromany balance standing to the credit or debit ofthe profit and loss account,

all as shown in the latest audited balance sheet of the Group (prepared on the historical cost basis, modified to the extent as may be stated in the accounting policies used forthe preparation ofsuch balance sheet) but after:

(iii) making such adjustments as may be appropriate to reflect:
(A) any variation in the amount of the paid up share capital, the share premium account or the capital redemption reserve or any such reservessince the date of the relevant balance sheet and so that for the purpose of making such adjustments:
- (aa) if any issue or proposed allotment of shares by the Company for cash has been underwritten, then such sharesshall be deemed to have been allotted and the amount(including the premium) of the subscription monies payable in respect of them (not being monies payable later than 6 months after the date of allotment) shall be deemed to have been paid up to the extent so underwritten on the date when the issue of such shares was underwritten (or, if such underwriting was conditional,the date onwhich it became unconditional);
- (bb) subject as aforesaid, share capital (including any premium) shall be deemed to have been paid up assoon asit has been unconditionally agreed to be subscribed or taken up (within 6 months ofsuch agreement) by any person;
(B) any variation since the date ofthe relevant balance sheet ofthe companies comprising the Group;
(C) where the calculation is required for the purposes of or in connection with a transaction under or in connection with which any company is to become or cease to be a subsidiary undertaking, such adjustments aswould be appropriate ifsuch transactions had been carried into effect;
(iv) excluding (so far as not already excluded):
(A) amounts attributable to the proportion of the issued equity share capital of any subsidiary which is not attributable directly or indirectly to the Company;
(B) any sum set aside fortaxation (including deferred taxation);
(v) deducting:
(A) sums equivalentto the book values of goodwill and otherintangible assetsshown in the relevant balance sheet; and
(B) the amount of any distribution declared, recommended or made by any Group Company to a person otherthan a Group Company out of profits accrued up to and including the date of (and not provided for in)the relevant balance sheet.
(b) cash depositedmeans an amount equalto the aggregate ofthe amounts beneficially owned byGroupCompanieswhich are deposited forthe time beingwith any bank or other person (not being aGroupCompany) andwhich are repayable to any Group Company on demand or within three months ofsuch demand subject, in the case of amounts deposited by a partly-owned subsidiary,to the exclusion of a proportion thereof equalto the proportion ofitsissued equity share capital which is not attributable, directly or indirectly,to the Company;
(c) moneys borrowed include not only moneys borrowed but also the following except in so far as otherwise taken into account:
(i) the nominal amount of any issued and paid up share capital and the principal amount of any debenture or borrowings of any person together with any fixed or minimum premium payable on redemption, the beneficial

interest in which or right to repayment to which is not for the time being owned by a Group Company but the payment or repayment ofwhich isthe subject of a guarantee or indemnity by a Group Company or issecured on the assets of a Group Company;

(ii) the principal amountraised by anyGroupCompany by acceptances or under any acceptance credit opened on its behalf by any bank or acceptance house (not being a Group Company) other than acceptances and acceptance credits relating to the purchase of goods or services in the ordinary course of trading and outstanding for 6 months or less;
(iii) the principal amount of any debenture (whether secured or unsecured) of any Group Company beneficially owned otherwise than by a Group Company;
(iv) the principal amount of any preference share capital of any subsidiary beneficially owned otherwise than by a Group Company;
(v) any fixed or minimum premium payable on final repayment of any borrowing or deemed borrowing (but any premium payable on final repayment of an amount not to be taken into account as moneys borrowed shall not be taken into account); and
(vi) any fixed amountin respect of a hire-purchase agreement or of a finance lease payable in either case by a Group Company which would be shown at the material time as an obligation in a balance sheet prepared in accordance with the accounting principles used in the preparation of the relevant balance sheet (and for the purpose of this sub-paragraph (vi) finance leasemeans a contract between a lessor and aGroup Company aslessee orsublessee where substantially allthe risks and rewards ofthe ownership ofthe assetleased orsubleased are to be borne by that company and purchase hire-agreement means a contract of hire-purchase between a hire- purchase lender and a Group Company as hirer);

but do not include:

(vii) moneys borrowed by any Group Company for the purpose of repaying within 6 months of being first borrowed the whole or any part of any moneys borrowed and then outstanding (including any premium payable on final repayment) ofthat or any other Group Company pending their application forsuch purposewithin that period;
(viii) moneys borrowed by any Group Company for the purpose of financing any contract in respect of which any payment ofthe price receivable underthe contract by that or any otherGroup Company is guaranteed orinsured by the Export Credits Guarantee Department or by any other institution fulfilling a similar function up to an amount equalto but not exceeding that part ofthe price receivable underthe contractwhich isso guaranteed or insured;
(ix) an amount equal to the moneys borrowed of any company outstanding immediately after it becomes a Group Company provided thatit became a Group Company during the six months preceding the calculation;
(x) an amount equal to the amount secured on an asset immediately after it was acquired by a Group Company provided thatitwas acquired during the six months preceding the calculation;
(xi) notwithstanding paragraphs (i) to (vi) above, the proportion of moneys borrowed by a Group Company (and not owing to another Group Company) which is equal to the proportion of its issued equity share capital not attributable directly or indirectly to the Company;
(xii) amounts borrowed or raised which are for the time being deposited with HMRC or any other body designated by any relevant legislation or order in connection with import deposits or any similar governmentscheme to the extentthat a member ofthe Group retains an interestin them;

and in paragraphs (vii) to (xii) above references to amounts of moneys borrowed include references to amounts which, butforthe exclusion underthose paragraphs,would fallto be included;

(d) there shall be credited againstthe amount of any moneys borrowed any cash deposited;
(e) for the avoidance of doubt it is hereby expressly provided that for the purposes of the limitset out above, the following sumsshall be deemed notto be moneys borrowed ofthe Group:
(i) any and all sums retained by any member of the Group (or their agent or nominee) under the terms of any contract or other arrangementrelating to the construction of capital projectswhere the retention ismade forthe purposes ofsecuring satisfactory completion and entry into service ofthe projectforso long as and to the extent that any member ofthe Group is entitled to retain such sums underthe relevant contract or arrangement;
(ii) sums advanced or paid to any member of the Group (or their agent or nominee) by customers of any member of the Group as prepayments or progress payments or payments on account or by way of deposit or security in respect of any products orservices or under any sales contracts orsettlementssystems; and
(iii) sumswhichotherwisewouldfalltobetreatedasborrowedmoneysofanymemberoftheGroupwhichweretreated with the concurrence of the auditors and in accordance with any current Statement of Standard Accounting Practice or other accountancy principle or practice generally accepted for the time being in the United Kingdom in the latest audited balance sheet of the relevant member of the Group on which such consolidation was based as otherwise than borrowed moneys ofthat member ofthe Group;
(f) relevant balance sheet means the latest published audited consolidated balance sheet of the Group, but where the Company has no subsidiaries it means the balance sheet and profit and loss account of the Company and, where the Company hassubsidiaries but there are no consolidated accounts of the Group, it meansthe respective balance sheets and profit and loss accounts ofthe companies comprising the Group; and
(g) subsidiary has the meaning given to it in the Companies Acts except that it shall also include a subsidiary undertaking (within the meaning of the Companies Acts) (except a subsidiary undertaking which is excluded from consolidation by virtue of the provisions of the Companies Acts), and Group and Group Company and references to any company which becomes aGroup Company orto companies comprising theGroup shall in such case be construed so asto include subsidiary undertakings except a subsidiary undertaking which is excluded from consolidation as aforesaid and equity share capital shall be construed in relation to a subsidiary undertaking without a share capital in the same manner as shares are defined in relation to an undertakingwithout a share capital underthe Companies Acts.
1. Directors' interests
11.1 Conflicts of interestrequiring Board authorisation

The Board may, provided the quorum and voting requirements set out below are satisfied, authorise any matter that would otherwise involve a Director breaching his duty underthe Companies Act 2006 to avoid conflicts of interest:

(a) any Director (including the Director concerned) may propose that the Director concerned be authorised in relation to any matter the subject of such a conflict. Such proposal and any authority given by the Board shall be effected in the sameway that any othermattermay be proposed to and resolved upon by theBoard underthe provisions oftheArticles, exceptthatthe Director concerned and any other Directorwith a similar interest;
(b) shall not counttowardsthe quorum atthe meeting atwhich the conflictis considered;
(c) may, if the other members of the Board so decide, be excluded from any Board meeting while the conflict is under consideration; and
(d) shall not vote on any resolution authorising the conflict except that, if he does vote, the resolution will still be valid if it would have been agreed to if his vote had not been counted.
11.1.2 Where the Board gives authority in relation to such a conflict:
11.1.2.1 the Board may (whether at the time of giving the authority or at any time or times subsequently) impose such terms upon the Director concerned and any other Director with a similar interest as it may determine, including,withoutlimitation,the exclusion ofthatDirector and any otherDirectorwith a similarinterestfrom the receipt of information, or participation in discussion (whether at meetings of the Board or otherwise) related to the conflict;
11.1.2.2 the Director concerned and any other Director with a similar interest will be obliged to conduct himself in accordancewith any termsimposed by the Board from time to time in relation to the conflict;
11.1.2.3 any authority given by the Board in relation to a conflict may also provide thatwhere the Director concerned and any other Director with a similar interest obtains information that is confidential to a third party, the Directorwill not be obliged to disclose thatinformation to the Company, orto use the information in relation to the Company's affairs,where to do sowould amountto a breach ofthat confidence;
11.1.2.4 the terms ofthe authority shall be recorded inwriting (butthe authority shall be effectivewhether or notthe terms are so recorded); and
11.1.2.5 the Board maywithdrawsuch authority at any time.
11.1.3 A Director is entitled to accept a benefit from a third party, even if the benefit was conferred by reason of his being a Director, if the receipt of the benefit is disclosed to and approved by the Board within a reasonable time of its receipt or the value or nature of the benefit orseries of benefitstaken as a whole issuch that it cannot reasonably be regarded (including by reference to any scale or categorisation of benefitsthat the Board may from time to time prescribe for the purpose) aslikely to give rise to a conflict of interest.

11.2 Director may have interests

Subject to the provisions of the Companies Acts and the paragraph 11.1 above and further provided that the Articles are compliedwith, a Director, notwithstanding his office:

(a) may be a party to or otherwise be interested in any transaction or arrangement with the Company or in which the Company is otherwise interested, either in regard to histenure of any office or place of profit or as vendor, purchaser or otherwise;
(b) may hold any other office or place of profit underthe Company (exceptthat ofAuditor or of auditor of a subsidiary ofthe Company) in conjunction with the office of Director and may act by itself or through his firm in a professional capacity for the Company and in any such case on such terms as to remuneration and otherwise as the Remuneration Committee may arrange either in addition to or in lieu of any remuneration provided for by any other Article;
(c) may be a member of or a director or other officer, or employed by, or a party to any transaction or arrangement with or otherwise interested in, any body corporate promoted by or promoting the Company or in which the company is otherwise interested or asregardswhich the Company has any powers of appointment; and
(d) shall not, by reason of his office, be liable to account to the Company for any dividend, profit, remuneration, superannuation payment or other benefit which he derives from any such office, employment, contract, arrangement, transaction or proposal orfrom any interestin any such body corporate; and no such contract, arrangement,transaction or proposalshall be avoided on the grounds of any such interest or benefit.

12. Untraced members

12.1 The Company shall be entitled to sell at the best price reasonably obtainable any share of a member or any share to which a person is entitled by transmission if and provided that:
(a) during the period of 12 years prior to the date of the publication of the advertisements referred to in paragraph (b) (or if published on different dates, the earlier or earliest of them) no cheque, order or warrant in respect of such share sent by the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share at his address on the Register or other last known address given by the member or person to which cheques, orders orwarrantsin respect ofsuch share are to be sent has been cashed and theCompany hasreceived no communications in respect of such share from such member or person provided that during such period of 12 years atleastthree cash dividends(whether interim or final) in respect ofthe sharesin question have become payable and no such dividend during that period has been claimed by the person entitled to it;
(b) on or after expiry of the said period of 12 years the Company has given notice of its intention to sell such share by advertisementsin both a national daily newspaper published in the United Kingdom and in a newspaper circulating in the area inwhich the last known address ofsuch member or person appeared;
(c) the said advertisements, if not published on the same day,shall have been publishedwithin 30 days of each other;
(d) during the further period of three months following the date of publication of the said advertisements (or, if published on different datesthe later orlatest ofthem) and priorto the exercise ofthe power ofsale the Company has notreceived any communication in respect ofsuch share from the member or person entitled by transmission; and
(e) the Company has given notice to the London Stock Exchange of itsintention to make such sale and shall have obtained the approval of the Quotations Department to the proposed form of the said advertisement, if shares of the class concerned are listed or dealtin on that exchange.
12.2 To give effect to any sale ofshares, the Board may authorise some person to transfer the sharesin question and may enter the name of the transferee in respect of the transferred sharesin the Register notwithstanding the absence of any share certificate being lodged in respect of it and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective asif it had been executed by the holder of, orthe person entitled by transmission to,the shares. The purchaser shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity or invalidity in the proceedingsrelating to the sale.
12.3 If during the period of 12 yearsreferred to in paragraph 12.1 or during any period ending on the datewhen allthe requirements of paragraphs(a)to (d) of paragraph 12.1 have been satisfied, any additionalshares have been issued in respect ofthose held at the beginning ofsuch period or of any previously so issued during such period and allthe requirements of paragraphs(b)to (d) of paragraph 12.1 have been satisfied in regard to such additionalsharesthe Company shall also be entitled to sellthe additional shares.
1. Capitalisation of reserves The Board maywith the authority of an ordinary resolution ofthe Company:
(a) subject as provided for in the Articles, resolve to capitalise any profits of the Company not required for paying any preferential dividend (whether or notthey are available for distribution) or any sumstanding to the credit of any reserve or fund of the Company which is available for distribution orstanding to the credit ofshare premium account or capital redemption reserve or other undistributable reserve;
(b) appropriate the sumresolved to be capitalised on the date specified in the resolution to the holders of ordinary sharesin proportion to the nominal amount ofthe shares(whether or notfully paid) held by themrespectivelywhichwould entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed byway of dividend and apply such sumon their behalf eitherin ortowards paying up the amount, if any, forthe time being unpaid on any share held by themrespectively orin paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum and allot the shares or debentures credited as fully paid to those holders of ordinary shares or astheymay directin those proportions or partly in oneway and partly in the other provided that:
(i) the share premium account, the capital redemption reserve, any other undistributable reserve and any profits which are not available for distribution may, for these purposes, only be applied in paying up unissued sharesto be allotted to holders of ordinary shares credited asfully paid; and
(ii) in a case where any sum is applied in paying amounts for the time being unpaid on any shares of the Company or in paying up in full debentures of the Company, the amount of the net assets of the Company at that time is not less than the aggregate of the called up share capital of the Company and its undistributable reserves as shown in the latest audited accounts of the Company or such other accounts as may be relevant and would not be reduced belowthat aggregate by the payment of it; and
(iii) where the amount capitalised is applied in paying up in full new shares, the Company will also be entitled to participate inthe relevantdistributioninrelationtoany sharesheldby it astreasury shares and theproportionate entitlement ofthe membersto the distributionwill be calculated accordingly;
(c) resolve that any sharesso allotted to any member in respect of a holding by him of any partly paid sharesshall,so long assuch sharesremain partly paid, rank for dividends only to the extentthatsuch partly paid sharesrank for dividends;
(d) make such provision by the issue of fractional certificates(or by ignoring fractions or by accruing the benefit of it to the Company ratherthan to then holders of ordinary shares concerned) or by paymentin cash or otherwise asitthinks fitin the case ofshares or debentures becoming distributable in fractions;
(e) authorise any person to enter on behalf of all the holders of ordinary shares concerned into an agreement with the Company providing for either:
(i) the allotment to them respectively, credited as fully paid up, of any shares or debentures to which they may be entitled on such capitalisation; or
(ii) the payment up by the Company on behalf ofsuch holders by the application to it oftheirrespective proportions of the reserves or profitsresolved to be capitalised of the amounts or any part of the amountsremaining unpaid on their existing shares,

(any agreement made undersuch authority being effective and binding on allsuch holders); and

(f) generally do all acts and thingsrequired to give effectto such resolution.
1. Distribution of Realised Capital Profits

At any time when the Company 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) distribution of the Company's capital profitsshall be prohibited. The Board shall establish a reserve to be called the 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 off of 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 Companies Acts, the Board may determine whether any amount received by the Company 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 off of or other dealing with any investments or other capital assets and,subject to the Companies Acts, any expenses, loss or liability (or provision therefor) which the Board considersto 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 ofthe capital reserve. During a Relevant Period, allsums carried and standing to the credit ofthe capital reserve may be applied for any ofthe purposesforwhich sumsstanding to any revenue reserve are applicable except and provided that notwithstanding any other provision oftheArticles 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 the Company or be regarded or treated as profits of the Company available for distribution or be applied in paying dividends on any sharesin the Company. In periods other than a Relevant Period any amountstanding to the credit of the capital reserve may be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution or be applied in paying dividends on any sharesin the Company.

15. Winding up

15.1 Division of assets

The Board shall have powerin the name and on behalf ofthe Company to present a petition to the courtforthe Company to be wound up.

If the Company is wound up, the surplus assets remaining after payment of all creditors are to be divided among the members in proportion to the capital which at the commencement of the winding up is paid up on the shares held by them respectively and, if such surplus assets are insufficient to repay the whole of the paid up capital, they are to be distributed so that as nearly as may be the losses are borne by the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. The above is subject to the rights attached to any shares which may be issued on special terms or conditions.

Ifthe Company iswound up the liquidatormay,with the sanction of a specialresolution ofthe Company and any othersanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may for that purpose value any assets and determine how the division shall be carried out as between the members or different classes of members. Any such division may be otherwise than in accordance with the existing rights of the members but if any division is resolved otherwise than in accordance with such rights the members shall have the same right of dissent and consequential rights as if such resolution were a special resolution passed pursuant to section 110, Insolvency Act 1986. The liquidator may with the like sanction vest the whole or any part of the whole of the assets in trustees on such trusts for the benefit of the members as he with the like sanction shall determine but no membershall be compelled to accept any assets on which there is a liability.

15.2 Duration ofthe Company

In order for the future of the Company to be considered by the members, the Board shall at the annual general meeting of the Company falling afterthe fifth anniversary ofthe last allotment ofsharesin the Company and thereafter at five yearly intervals, invite the members to consider and debate the future of the Company (including, without limitation, whether the Company should be wound up, sold or unitised) and as soon as practicable following that meeting shall convene a general meeting to propose such resolution asthe members attending the annual general meeting may by ordinary resolution require.

Uncertificated Shares

The Board may make such arrangements asitsees fit,subject to the CA 2006, to deal with the Transfer, allotment and holding ofsharesin uncertificated form and related issues.

Indemnity and Insurance

The Company shall indemnify the directors to the extent permitted by law and may take out and maintain insurance for the benefit ofthe directors.

4. DIRECTORS' AND OTHER INTERESTS IN THE COMPANY

4.1 As at 24 July 2017 (this being the latest practicable date prior to publication of this document), the Company is not aware of any person who has, or will have immediately following the issue of the New Shares pursuant to the Offer, directly or indirectly, an interest in the Company's capital or voting rightswhich is notifiable underUK law(underwhich, pursuantto CA2006 and the Listing Rules and the Disclosure & Transparency Rules ofthe FCA, a holding of 3% or more must be notified to the Company).
4.2 As at 24 July 2017(this being the latest practicable date priorto publication ofthis document),the interests oftheDirectors asfollows:

Director	Shares	% of Share Capital
Peter Dicks	176,510	0.18
Charlotta Ginman*	6,101	0.01
JeremyHamer	40,456	0.04
JocelinHarris	93,527	0.09

* Charlotta Ginman's husband also holds 6,101 Shares.

4.3 As at 24 July 2017 (this being the latest practicable date prior to publication of this document) save as disclosed above, no Director, theirfamily or any person connected to theDirectorwithin themeaning ofsection252ofCA2006has any interestin the share orloan capital of the Company.

4.4 NoneoftheDirectorshasaserviceagreementwiththeCompany,norareany suchcontractsproposed.TheDirectors(save forCharlotta Ginman as detailed below) were all appointed under letters of appointment dated 19 November 2010. Jeremy Hamer also provides consultancy services pursuant to a consultancy agreement of the same date. Charlotta Ginman was appointed under a letter of appointment dated 14 July 2016.All appointments may be terminated on three months' notice.No arrangements have been entered into by the Company entitling theDirectorsto compensation forloss of office.With effectfrom 1October 2016,James Grossman (who retired from the Board on 12 January 2017) was entitled to annual fees of £22,500, Charlotta Ginman is entitled to £22,500,Jocelin Harris(asthe senior independent director) and JeremyHamer (as chairman ofthe audit committee) are each entitled to £25,250 and Peter Dicks (as chairman) is entitled to £28,100. Fees paid to the Directors in respect of the year ended 30 September 2016 were £104,870 as set out below:

Director	Fees Paid in the Year Ended 30 September 2016 (£)
Peter Dicks	27,800
Charlotta Ginman*	4,820
JamesHGrossman (retired)	22,250
JeremyHamer	25,000
JocelinHarris	25,000

*Charlotta Ginmanwas appointed as a Director on 14 July 2016

4.5 Directors' fees for the current year ending 30 September 2017 are estimated to be £107,504. No amounts have been put aside to provide pensions, retirement orsimilar benefitsto any Directors.
4.6 The Directors are shareholdersin the following companiesinwhich the Company hasinvested:

Director	Investee Company
Peter Dicks	AntlerHoldco Limited (holding company ofInteractive Investorplc) Brady plc Mears Group plc Miton UK MicroCap Trust plc Stride Gaming plc
Charlotta Ginman	Lloyds Banking Group plc
JeremyHamer	Access Intelligence plc Avingtrans plc Kellan Group plc Lloyds Banking Group plc Netcall plc Uvenco UK plc
JocelinHarris	AntlerHoldco Limited (holdingcompany ofInteractive Investorplc) Communisis plc Lloyds Banking Group plc Mears Group plc Vianet Group plc

4.7 Save asset outin paragraph 4.6 above,there are no potential conflicts of interest between the duties of anyDirector and their private interests and/or other duties.
4.8 Other than as is disclosed in paragraphs 4.4, 4.6 and 7 above, no Director is or has been interested in any transaction which is or was unusual in its nature or conditions orsignificant to the business of the Company and which was effected by the Company in the years ended 30 September 2014, 2015 and 2016 or in the current financial year or which was effected in an earlier financial year and remains in any respect outstanding or unperformed.
4.9 No loan or guarantee has been granted or provided by the Company to or forthe benefit of any ofthe Directors.
4.10 TheCompanyhastakenout directors' and officers' liability insurance forthebenefit ofitsDirectors,whichisrenewable onanannualbasis.
4.11 TheDirectors are currently or have beenwithin the last five years, a member ofthe administrative, management orsupervisory bodies or partners of the companies and partnerships mentioned below:

Director	Current	Past Five Years
Peter Dicks	Alchemy VR Ltd Foresight VCT plc ICG Enterprise Trust plc Mears Group plc Mercia Fund 1 General Partner Limited Miton UK MicroCap Trust plc R L Products Limited SVM UK Emerging Fund plc Unicorn AIM VCT plc	AntlerHoldco Limited Daniel Stewart Securities plc Foresight Clearwater VCT plc (dissolved) Foresight 2 VCT plc (dissolved) Foresight 3 VCT plc (in liquidation) Foresight 4 VCT plc Foresight 5 VCT plc (dissolved) Miton Income Opportunities Trust plc (dissolved) PCT Finance Limited (dissolved)* Second London American Trust plc (dissolved) Polar Capital Technology Trust plc Private Equity Investor plc (nowPrivate Equity Investor Limited) Sportingbet plc (nowSportingbet Limited)
Charlotta Ginman	Consort Medical plc Motif Bio plc Pacific Assets Trust plc Polar Capital Technology Trust plc Unicorn AIM VCT plc	Kromek Group plc Wolfson Microelectronics plc (nowCirrus Logic International (UK) Ltd)
JeremyHamer	Fin Dec Ltd Port Regis School Limited SQS Software Quality Systems AG Unicorn AIM VCT plc Uvenco UK plc Westminster Coaching LLP	Access Intelligence plc Avingtrans plc Breathe on UK Drinkmaster Limited DrinkmasterHoldings Limited Integer (VBD) Limited (dissolved)* RB Sport & LeisureHoldings plc Simply Drinks Limited Snack in the Box Limited Snacktime UK Limited V.M.I (Blackburn) Limited (nowUvenco Limited) Vendia UK Limited
JocelinHarris	8 Stafford Terrace (Freehold) Limited Durrington Corporation Limited Eeonyx Corporation (USA) Foresight VCT plc Halkin Secretaries Limited Hip andHealthy Limited Lightfoot Solutions UK Limited Lightfoot Solutions Group Limited Millennium Mats Limited Mintec Limited Obillex Limited Roil Foods Limited Roilvest Limited Serres Limited The St Peter's College Foundation The Millennium Mat Company LLC (USA) Tudor Roof Tile Co. Limited Unicorn AIM VCT plc	8 Stafford Terrace (Management) Limited (dissolved)* Brandbank Limited Foresight 2 VCT plc (dissolved) Keycom plc (nowRelish Networks plc) Nishana Investments Limited (BVI) Obillex UK Limited (nowYour Marketplace Ltd) Queen Mary, University of London Foundation Unipower Solutions Europe Limited (dissolved)

4.12 None ofthe Directors have had any convictionsin relation to fraudulent offences during the previous five years.

4.13 Save those companies which have an asterisk next to their name in the table above, which are all companies that have voluntarily been struck off from the Register of Companies and save as disclosed in this paragraph, there were no bankruptcies, receiverships or liquidations of any companies or partnerships where any of the Directors were acting as (i) a member of the administrative, management or supervisory body, (ii) a partner with unlimited liability, in the case of a limited partnership with a share capital, (iii) a founderwhere the company had been established for fewerthan five years or (iv) a senior manager during the previous five years:

4.13.1 Peter Dicks was a director of Second London American Trust plc which was placed in members' voluntary liquidation prior to being dissolved on26July2013.Hewas also a director of Foresight5VCT plc and ForesightClearwaterVCT plcwhich are both former VCTs and which were placed in members' voluntary liquidation pursuant to schemes of reconstruction under section 110 of the Insolvency Act 1986 prior to both companies being dissolved on 19 September 2013. In addition, Peter Dicks was a director of Miton Income Opportunities Trust plc which was placed into members' voluntary liquidation on 30 September 2013 prior to being dissolved on 10 January 2015, and was a director of Foresight 2 VCT plc which was placed into voluntary members' liquidation in December 2015 pursuant to a merger with Foresight VCT plc undersection 110 of the Insolvency Act 1986 and wassubsequently dissolved on 27 June 2017. Furthermore, Peter Dicks was a director of Foresight 3 VCT plc which was placed into voluntarymembers' liquidation in June 2017 pursuantto amergerwith Foresight 4VCT plc undersection 110 ofthe Insolvency Act 1986.
4.13.2 Jocelin Harris was a director of Unipower Solutions Europe Limited which entered into administration on 2 June 2011. The administrationendedon1December2012withpreferential creditorssubmittingclaimsamountingto£36,028andunsecured creditorssubmitting claimsfor £499,279.Unipower Solutions Europe Limited subsequently entered liquidation on 31October 2013 was subsequently dissolved on 28 December 2016. The Liquidators reported that a distribution to the preferential creditors was dependent on the recovery of an outstanding book debt, however, no further reports were filed by the liquidator prior to dissolution of the company. Jocelin Harris was also a director of Foresight 2 VCT plc which was placed into voluntary members' liquidation in December 2015 pursuant to a merger with Foresight VCT plc undersection 110 of the Insolvency Act 1986 andwassubsequently dissolved on 27 June 2017.
4.14 There have been no official public incriminations and/or sanctions of any Director by statutory or regulatory authorities (including designated professional bodies) and no Director has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company during the previous five years.

5. Overseas Shareholders

5.1 The issue of New Shares to persons resident in or citizens of jurisdictions outside the UK may be affected by the laws of the relevant jurisdiction. Such Shareholders and potential investors should inform themselves about and observe any legal requirements, in particular:
5.1.1 none of the New Shares have been or will be registered under the United States Securities Act 1933, as amended, or qualify under applicable United States state statute and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada, Australia orJapan;
5.1.2 the Company is not registered under the United States Investment Company Act of 1940, as amended and investors are not entitled to the benefits ofthat Act; and
5.1.3 no offer is being made, directly, in or into or by the use of emails, or by means of instrumentality (including, without limitation, facsimile,transmission,telex ortelephone) orinterstate orforeign commerce, or of any facility in a nationalsecurities exchange, of the United States, Canada, or Japan. It is the responsibility of investors with registered addresses outside the UK to satisfy themselves as to the observance of the laws of the relevant jurisdiction in connection with the issue of New Shares including the obtaining of any government or exchange control or other consents which may be required, the compliance with any other necessary formalities which need to be observed and the payment of any issue, transfer or other taxes or duties due in such jurisdiction.

6. Material Contracts

Save as disclosed in this paragraph,theCompany has not entered, otherthan in the ordinary course of business, into any contractwhich is or may be material to the Company within the two years immediately preceding the publication of this document or into any contract containing provisions under which the Company has any obligation or entitlement which is material to the Company as at the date of this document:

6.1 An investment management agreement dated 1 October 2001 (as supplemented by agreements/deeds dated 20 January 2004, 19 February 2007, 9 March 2010 and 12 April 2010) between the Company (1) and Unicorn AM (2) pursuant to which Unicorn AM provides certain investment management services to the Company for an annual fee of an amount equal to 2% per annum of the net asset value of the Company (together with any applicable VAT) calculated and charged quarterly, save for investments made by the Company in other Unicorn AM managed funds, in which case no additional management fee will be payable in respect of such investments.

Under this agreement, the Investment Manager has agreed to meet the normal annual expenses of the Company (excluding performance incentive fees and trail commission) in excess of an amount equalto 3.6% ofthe net assets ofthe Company as atthe end of each financial year.

TheInvestmentManagermayretainanydirector'sfeeswhichitreceivesinconnectionwithaninvestmentmadebytheCompanysubject to priorwritten approval oftheBoard.The InvestmentManagerisrequired to accountto theCompany for allsyndication, arrangement and transaction fees, commissions, refunds of commissions and interest received by the Investment Manager in connection with the management ofthe investments ofthe Company.

The agreementisterminable by either party on 12months' notice to expire on or after 12April 2012,subjectto earliertermination by either party in the event of, inter alia, a party having a receiver, administrator or liquidator appointed or committing a material breach of the agreement or by the Company if it fails to become, or ceases to be, a VCT for tax purposes or where the Investment Manager ceasesto be authorised by the FinancialConductAuthority orifthere is a change in control ofthe InvestmentManager.The agreement contains provisionsindemnifying the InvestmentManager against any liability not due to its default, gross negligence, fraud or breach ofthe Financial Services and Markets Act 2000.

6.2 A transfer agreement dated 12 January 2016 entered into between the Company and Rensburg AIM VCT plc (acting through its liquidators)pursuanttowhichalloftheassetsandliabilitiesofRensburgAIMVCTplcweretransferredtotheCompany inconsideration for the issue of new Shares in the Company.
6.3 A deed of indemnity dated 12 January 2016 entered into between the Company and William Duncan and Gareth Harris (acting as joint liquidators of Rensburg AIM VCT plc), pursuant to which the Company indemnified the joint liquidators in respect of Rensburg AIM VCT plc, in order to facilitate the implementation of the transfer of all of the assets and liabilities of Rensburg AIM VCT plc to the Company.
6.4 Letters of appointmentfrom the Company to each Director asreferred to in paragraph 4.4 above.
6.5 Aletter dated18January2017fromthe InvestmentManagerto theCompany pursuanttowhich the InvestmentManager has agreed to act as the promoter of the January 2017 Offer and to underwrite all of the costs and expenses of the January 2017 Offer (save for permissible annual trail commission and any facilitated initial adviser charges) in consideration for a promotion fee of 2.5% of the Application Amounts in respect of the applications accepted under the January 2017 Offer, plus an amount equal to any executiononly intermediary commissions. The Investment Manager has further agreed that, to the extent that the actual costs of the January 2017 Offer are less than the amount of the promotion fee payable to it, the Investment Manager will rebate this amount to the Company.
6.6 A letter dated 5 January 2017 from Panmure Gordon pursuant to which Panmure Gordon was appointed as sponsor to the January 2017Offer. The Company has agreed to indemnify PanmureGordon for any losssuffered in respect ofitsrole assponsorto the January 2017 Offer. The Company's liability under this indemnity is unlimited. This engagement may be terminated at any time.
6.7 A letter dated 24 July 2017 from the Investment Manager to the Company pursuant to which the Investment Manager has agreed to act as the promoter of the Offer and to underwrite all of the costs and expenses of the Offer (save for permissible annual trail commission and any facilitated initial adviser charges) in consideration for a promotion fee of 2.5% of the Application Amounts in respect of the applications accepted under the Offer, plus an amount equal to any execution-only intermediary commissions. The InvestmentManager hasfurther agreed that,to the extentthatthe actual costs oftheOffer are lessthan the amount ofthe promotion fee payable to it,the Investment Managerwill rebate this amountto the Company.
6.8 A letter dated 21 July 2017 from Panmure Gordon pursuant to which Panmure Gordon was appointed as sponsor to the Offer. The Company has agreed to indemnify Panmure Gordon for any loss suffered in respect of its role as sponsor to the Offer. The Company's liability under this indemnity is unlimited. This engagement may be terminated at any time.
6.9 A termination agreement dated 24 July 2017 between the Company (1) and the Investment Manager (2) pursuant to which the performance incentive agreement dated 1 October 2001 and made between the Company (1) and the Investment Manager (2) (as amended, restated and/or supplemented from time to time, including (without limitation) pursuant to a deed of amendment and restatement dated 12 April 2010) was terminated.

7. Related Party Transactions

The Investment Manager, under the arrangements set out at paragraph 6.1, was paid £1,527,235, £1,907,204 and £2,603,803 in the years ended 30 September 2014, 2015 and 2016 respectively and £2,987,146 in respect of the current financial year. The InvestmentManager also received fees of £375,883 in respect ofshare offer promotion servicesit has provided to the Company in the yearto date (£293,428, £458,089 and £180,605 forthe years ended 30 September 2014, 2015 and 2016, respectively). These fees were used in full by the Investment Manager in orderto meetthe costsrelated to the respective issues.

UvencoUKplc ('Uvenco'), previously SnackTime plc, is aUKsnack vending operator.Towardsthe end of2015,Uvenco (ofwhich Jeremy Hameristhe non-executive chairman),wasin financial difficulties and proposed a balance sheetrestructuring involving the conversion of debtto equity,togetherwith the issue of newequity. The Board (excludingMrHamer) considered the newlegislation restricting the investments VCTs can make, which came into effect in November 2015 and took advice from the Company's VCT tax advisers PwC, who confirmed that participating in the restructuring could nowjeopardise the Company'sVCT status. In orderto resolve thisissue,the Board agreed to transfertheCompany's ownership ofitsloan stock inUvenco (which had been valued at£250,000as at30September 2015) to the Investment Manager for a nominal amount. In the event that value isrealised from the loan stock in due course, 75% of the proceeds will accrue to the Company and 25% to the Investment Manager, a split which the Company was advised as being the minimumacceptable toHMRC to demonstrate effective transfer of ownership. The Company hasretained its equity holding inUvenco ordinary shareswhich, following the restructuring,were relisted on AIM andwere valued at £56,000 as at 30 September 2016.

Save forthe transfer ofUvenco loanstock to the InvestmentManager(as detailed above),thepaymentsto the InvestmentManagerset out above in paragraphs6.1and6.2and theDirectors'remuneration on the basisset outin paragraph4.4above,therewere no related party transactions orfees paid during the years ended 30 September 2014, 2015 and 2016 (and disclosed in the financialstatements forthe relevant financial years) orto date in the current financial year.

8. Corporate Governance, Board Committees and Risk Management

8.1 Corporate Governance

The Board adopts the Association of Investment Companies Code of Corporate Governance (AIC Code). The AIC Code addresses all principlessetoutintheUKCorporateGovernanceCode(theUKCode),aswellassettingoutadditionalprinciplesandrecommendations on issuesthat are ofspecific relevance to theCompany.The FinancialReportingCouncil(FRC) has confirmed thatin complyingwith the AICCode,theCompanywillmeetits obligationsin relation to theUKCode and paragraph9.8.6ofthe ListingRules.TheBoard believes thatreporting againstthe principles and recommendations ofthe AIC Codewill provide more relevantinformation to shareholders.

As atthe date ofthis document,the Company has compliedwith the recommendations oftheAIC Code and the relevant provisions of the UK Code exceptwhere noted below. There are certain areas ofthe UK Code thatthe AIC does not consider relevantto investment companies and with which the Company does not specifically comply, for which the AIC Code provides dispensation. These areas are as follows:

the role ofthe chief executive;
executive directors' remuneration; and
the need for an internal auditfunction;

As an investment company managed by third parties, the Company does not employ a chief-executive, nor any executive directors. The systems and procedures of the Investment Manager and ISCA Administration Services, the provision of VCT monitoring services by PricewaterhouseCoopers LLP, and the annual statutory audit as well as the size of the Company's operations, gives the Board confidence that an internal auditfunction is not appropriate.

At least four formal Board meetings are scheduled every year and other meetings are held as necessary. Matters specifically reserved for decision by the Board have been defined. These include compliance with the requirements of CA 2006, the UK Listing Authority, Alternative Investment Fund Manager's Directive (AIFMD), the London Stock Exchange and UK Accounting Standards; changes relating to the Company's capital structure or its status as a public limited company; Board and committee appointments and terms of reference of committees; material contracts of the Company and contracts of the Company not in the ordinary course of business. The Board as a whole considers management engagement, nomination and remuneration matters rather than delegating these to committees, as all ofthe currentDirectors are considered independent ofthe InvestmentManager.Management engagementmatters include an annualreviewoftheCompany'sservice providers,with a particular emphasis on reviewing the InvestmentManagerin terms of investment performance, quality of information provided to the Board and remuneration. The Board as awhole considers Board and committee appointments and the remuneration of individual Directors.

The primary focus at each quarterly Board meeting is governance, overallstrategy and a review of investment performance, including but not limited to investor relations, peer group information and issues affecting the investment industry as a whole. The Board, with the Investment Manager and the Company's broker, monitors the level of the share price discount and, if considered appropriate, takes action to reduce it.Aprocedure has been adopted forindividualDirectors, in the furtherance oftheir duties,to take independent professional advice at the expense of the Company. The Directors have access to the advice and services of the Company Secretary, which is responsible to the Board for ensuring board procedures are followed. Both the appointment and removal of the Company Secretary are matters for the Board as a whole. Where Directors have concerns which cannot be resolved about the running of the Company or a proposed action,they are asked to ensure thattheir concerns are recorded in the Board minutes. The Board hassatisfied itselfthatthe Audit Committee hassufficientresourcesto undertake its duties.

All Directors are subject to election by Shareholders at the first annual general meeting following their appointment. Each Director retires by rotation at an annual generalmeeting ifthey have held office as a director atthe two immediately preceding annual general meetings and did not retire at either of those meetings in accordance with the Articles.

In terms of overall length of tenure, the AIC Code does not explicitly make recommendations. Some market practitioners feel that considerable length of service (which has generally been defined as a limit of nine years) may lead to the compromise of a director's independence. The Board does not believe that a director should be appointed for a finite period. Peter Dicks has now served the Company forfifteenyearsandJocelinHarrishasservedforelevenyears.TheBoard,however, considersthatthey remainindependentof the Investment Manager asthey continue to offer independent, professional judgement and constructive challenge ofthe Investment Manager. In accordancewith the AIC Code, however, Peter Dicks and JocelinHarriswill offerthemselvesfor re-election annually.

The Board has considered whether each Director isindependent in character and judgement and whether there are any relationships or circumstances which are likely to affect, or could appear to affect, the Director's judgement and has concluded that, all of the Directors are independent ofthe Investment Manager. Peter Dicksis a non-executive director and shareholder in Mears Group plc and a shareholderinAntlerHoldco Limited (the holding company of Interactive Investor plc and Interactive Investor plc being the entity in which the Companyhasinvested), and a shareholderinBrady plc and StrideGaming plc.JocelinHarris has a beneficial interestinMears Group plc, Antler Holdco Limited (as above), Communisis and Vianet Group. Jeremy Hamer is the non-executive chairman of Uvenco plc, holding 2.3% ofthe issued share capital and a shareholder in Avingtrans plc, AccessIntelligence plc, Kellan Group plc and Netcall plc. Charlotta Ginman is not a shareholder in or a director of any ofthe Company'sinvestee companies.

The Directors, who were each independent of each conflict noted above, considered the circumstances and agreed that all of the relevantDirectorsin each case remain independent ofthe InvestmentManager, asthese relationships are not of amaterialsize to their assets and other business activities nor to those of the Company. There are no other contracts or investments in which the Directors have declared an interest.

The above conflicts, alongwith other potential conflicts, have been reviewed by theBoard in accordancewith the procedures underthe Articles and applicable rules and regulations and have been authorised by the Board in accordancewith these procedures. TheArticles allowtheDirectors notto disclose information relating to a conflictwhere to do sowould amountto a breach of confidence. The Board placesgreatemphasisontherequirementfortheDirectorstodisclosetheirinterestsininvestments(andpotentialinvestments)andhas instigated a procedurewhereby aDirector declaring such an interest does not participate in any decisionsrelating to such investments. The Directors inform the Board of changes to their other appointments as necessary. The Board reviews the authorisations relating to conflicts annually. Authorisation will be reviewed should there be a material change in an authorised conflict. Future conflicts of interestwill be considered by the Board underthe above procedures andwill be reported upon accordingly.

The Board aims to include a balance of skills and experience that the Directors believe to be appropriate to the management of the Company. The Chairman fully meets the independence criteria as set out in the AIC Code. The effectiveness of the Board and the Chairman is reviewed annually as part of the internal control process led by the Board. The senior independent director evaluates all responses and providesfeedback to the Board. In the yearto 30 September2016, he concluded thatthe composition and performance ofthe Boardwas effective. The Directors monitorthe continuing independence ofthe Chairman and inform him oftheir discussions.

8.2 Board Committees

As noted above the Board as awhole considers mattersrelating to management engagement, nomination and remuneration.

TheAudit Committee comprises all oftheDirectors and JeremyHamer acts as Chairman. The Board issatisfied thatJeremyHamer has recent and relevant financial experience. The Committee meets quarterly to review the internal financial and nonfinancial controls, accounting policies and contents of the half-yearly and annual reports to Shareholders. It has primary responsibility for making recommendations on the appointment and removal ofthe external auditors. The Committee reviewsthe independence ofthe auditors and the effectiveness of the audit process annually. Should the Committee be dissatisfied with the standard of service received from the incumbent auditor, a tender process would be undertaken. The Company's external auditors are invited to attend meetings as appropriate.

8.3 Risk Management

The Board has overall responsibility forthe Company's affairsincluding the determination of itsinvestment policy. The Board,through itsAuditCommittee,undertakesaquarterly reviewoftheCompany'sriskmanagementregistertoidentifyanynewrisksandensurethat adequate and appropriate controls are in place to manage those risks. Risk is spread by investing in a number of different businesses across differentindustry sectors. The InvestmentManagerisresponsible formanaging sector and stock specific risk and the Board does notimpose formal limitsin respect ofsuch exposures.However, in ordertomaintain compliancewithHMRCrules and to ensure that an appropriate spread ofinvestmentrisk is achieved,theBoard receives and reviews comprehensive reportsfromthe InvestmentManager on amonthly basis.When the investmentmanager proposestomake an investmentin an unquoted company,the prior approval ofthe Board isrequired. ISCA Administration Services provides company secretarial and accountancy servicesto the Company.

9 Taxation

9.1 The following paragraphs, which are intended as a general guide only and are based on current legislation and HMRC practice, summarise advice received by the Board as to the position of the Company's Shareholders who hold Shares other than for trading purposes.Any personswho are in any doubt asto theirtaxation position ormay be subjectto taxation in any jurisdiction otherthan the United Kingdom should consulttheir professional advisers.

9.2 Stamp duty and stamp duty reserve tax the Company has been advised that no stamp duty orstamp duty reserve taxwill be payable on the issue of the Shares. The Company has also been advised that the transfer of Shares will, subject to any applicable exemptions, be liable to ad valoremstamp duty atthe rate of 0.5%ofthe consideration paid.An unconditional agreementto transfersuch sharesif not completed by a duly stamped stock transferwill be subjectto stamp duty reserve tax generally atthe rate of 50p per £100 (or part thereof) of the consideration paid.
9.3 Taxation of dividends under currentlaw, no taxwill bewithheld by the Companywhen it pays a dividend.
9.4 Close company the Board believesthat the Company is not, and expectsthat following completion of the Offer it will not be, a close company within the meaning of ITA 2007. If the Company was a close company in any accounting period, approval as a VCT for the Company would be withdrawn.

10. Financial Information

Audited financial information on the Company has been published in the annual reports for the years ended 30 September 2014, 2015 and 2016, which were audited by BDO LLP of 55 Baker Street, London W1U 7EU (which acquired PKF (UK) LLP) and were reported onwithout qualification and contained no statements under Chapter 3 of Part 16 of CA 2006.

The annual reports referred to above were prepared in accordance with UK generally accepted accounting practice (GAAP), the fair value rules oftheCompaniesActs and the Statement ofRecommended Practice 'Financial Statements ofInvestment TrustCompanies'.

The financial information for the year ended 30 September 2015 was prepared under UK GAAP and those for 30 September 2016 under FRS 102. The adoption of FRS102 did notrequire any amendmentto the financial information forthe year ended 30 September 2015. The financial information for the years ended 30 September 2015 and 2016 has therefore been presented and prepared in a form which is consistent with that which will be adopted in the Company's next published annual financial statements (FRS 102) having regard to accounting standards, policies and legislation applicable to such annual financial statements so far as there are no material differences between the financialstatementsforthese years prepared underthese two accounting frameworks.

Unaudited financial information is published in the half-yearly reportsforthe six month periods ended 31 March 2016 and 2017.

The annualreports and the half-yearly reportsreferred to above contain a description ofthe Company's financial condition, changesin financial condition and results of operation for each relevant financial year and are being incorporated by reference (which contain the information as detailed below) and can be accessed at the following website:

www.unicornaimvct.co.uk

and are available for inspection atthe National Storage Mechanism,which can be accessed at:

www.morningstar.co.uk/uk/NSM

Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. The two tables below comprise a cross-referenced list of information incorporated by reference. The parts of these documents which are not being incorporated by reference are either not relevant for an investor or are covered elsewhere in the Prospectus.

The annual report includes the following information:

Description	2014 Annual Report	2015 Annual Report	2016 Annual Report	2016 Half-Yearly Report	2017 Half-Yearly Report
Balance Sheet(or equivalent)	Page 44	Page 44	Page 45	Page 12	Page 12
Income Statement(or equivalent)	Page 43	Page 43	Page 44	Pages 10-11	Pages 10-11
Statementshowing all changesin equity (or equivalent note)	Page 45	Page 45	Page 46	Page 13	Page 13
Cash FlowStatement	Page 45	Page 45	Page 47	Page 14	Page 14
Accounting Policies and Notes	Pages 46-62	Pages 46-61	Pages 48-63	Pages 15 - 19	Pages 15 - 19
Auditor's Report	Page 41	Page 40	Page 41	N/A	N/A

This information has been prepared in a form consistent with that which will be adopted in the Company's next published annual financialstatements having regard to accounting standards and policies and legislation applicable to those financialstatements.

The annual report also includes operating/financial reviews asfollows:

Description	2014 Annual Report	2015 Annual Report	2016 Annual Report	2016 Half-Yearly Report	2017 Half-Yearly Report
Objective	inside front cover inside front cover			Page 1 inside front cover	Page 1
Performance Summary	Page 1	Page 1	Page 2	Page 1	Page 2
Results and Dividend	Page 1	Page 1	Page 2	Pages 2 - 4	Pages 3 - 5
Investment Policy		Page 11 inside front cover	Page 7	Page 6	Page 6
Outlook	Pages 2-3	Page 3	Page 5	Page 4	Page 5
Investment Manager's Review	Pages 12-17	Pages 11-17	Pages 12-15	N/A	N/A
Portfolio Summary	Pages 18-25	Pages 18-25	Pages 16-25	Pages 7 - 8	Pages 7 - 8
Business Review	Page 4	Page 4	Page 6	N/A	N/A
Valuation Policy	Page 46	Page 46	Page 48	Page 15	Page 15

As at 31 March 2017,the date towhich the mostrecent unaudited half-yearly financial information on the Company has been drawn up, the Company had net assets of £163.33 million (162.44p per Share).

The unaudited net assets ofthe Company as at 30 June 2017 (taken from the unaudited financial information on the Company to 30 June 2017) were £162.17 million (162.24p per Share).

11. General

Working Capital Statement

11.1 The Company is of the opinion that its working capital is sufficient for its present requirements, that is for at least the twelve month period from the date of this document.

Capitalisation and Indebtedness Statement

11.2 As at 24 July 2017 (the latest practicable date prior to publication of this document), the Company has no indebtedness, whether guaranteed, unguaranteed, secured, unsecured, direct and/or contingent and there is no current intention of incurring any such indebtedness during the twelve month period from the date ofthis document.
11.3 The capitalisation of the Company as at 31 March 2017, is set out below.

Shareholders' Equity	£'000
Called-up share capital	1,005
Capital redemption reserve	60
Share premium account	72,923
Capital reserve	62,850
Special reserve	19,740
Profit and loss account	6,748
Total	163,326*

* There has been no material change in the capitalisation of the Company between 31 March 2017, the date of the Company's most recentlypublishedfinancial informationand24 July 2017, the latest practicable date before the date of publication of this document.

Other

11.4 There are no governmental, legal or arbitration proceedings(including any such proceedingswhich are orwere pending orthreatened ofwhich the Company is aware) during the 12monthsimmediately preceding the date ofthis document, in each casewhichmay have, or have had in the recent past, a significant effect on the Company's financial position or profitability.
11.5 There has been no significant change in the financial or trading position of the Company since 31 March 2017, the date to which the last unaudited half-yearly financial information on the Company has been published,to the date ofthis document.
11.6 Save asset out below,there are no material potential conflicts of interestwhich any ofthe service providersto the Company may have as between their duty to the Company and the duties owed to third parties and their other interests.
11.6.1 Unicorn AM is the investment manager both to the Company and a number of other funds, including open ended investment companies in which the Company invests. The Investment Manager received from these other funds fees in respect of the

Company's investment in the funds of £69,465, £51,667 and £56,378 in the years ended 30 September 2014, 2015 and 2016 and £40,392 in the current year to date respectively, for the management services provided to them and calculated on the value of the Company's holding in each OEIC on a daily basis. To ensure that the Investment Manager does not receive a double payment of management fees in respect of these other funds, the Company and the Investment Manager have put in place arrangementswhereby the Company does not pay the Investment Manager (underthe management arrangementswith the Company set outin paragraph 6.1 above) managementfeesin relation to the Company'sinvestmentsin these other funds.

11.7 Save as set out in the final two risk factors under the heading 'Investment and Market Risks' on page 10 of this document, as at the date ofthis document,there have been no significantfactors,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 affect on the Company's prospects or which have materially affected the Company's income from operationsso far asthe Company and the Directors are aware.
11.8 Panmure Gordon has given and notwithdrawn itswritten consentto the issue ofthis document and the inclusion of its names and the referencesto itin this documentin the form and contextinwhich it appears.
11.9 The total expenses payable by theCompany in connectionwith theOffer(includingVATwhere applicable)will be amaximumamount equalto 2.5% oftheApplicationAmountsin respect of applications accepted underthe Offer (less any feeswaived by the Investment Manager in respect of particular applications), plus execution-only initial commission and annualtrail commission. The total expenses will, therefore, be a maximum of £2.75 million (assuming that the fundraising is fully subscribed under the Offer utilising the overallotment facility and assuming that the maximum amount of initial commission of 3% is payable to execution-only intermediariesin respect of all investors, but excluding annual trail commission). The maximum net proceeds will, on the same basis, amount to at least £47.25 million.
11.10 Shareholders will be informed, by means of the half-yearly and/or annual report or through a regulatory information service announcement if the investment restrictions which apply to the Company as a VCT detailed in this document are breached. In the event of any suspension of listing valuations are held at the suspended price and the view is taken with consideration to best market practice and information from advisers.
11.11 The Company's capital resources are restricted insofar as they may be used only in putting into effect the investment policies of the Company asset outin this document. There are no firm commitmentsin respect ofthe Company's principal future investments.
11.12 All Shareholders have the same voting rightsin respect of the share capital of the Company. The Company is not aware of any person who, directly or indirectly, exercises or could exercise control overthe Company, nor of any arrangements,the operation ofwhich, may be at a subsequent date result in a change of control of the Company. The Company does not have any material shareholders with different voting rights.
11.13 BDOLLP (formerly PKF (UK) LLP)(amember ofthe Institute ofCharteredAccountantsin England andWales), have been auditors ofthe Company since launch.
11.14 The Company has no employees or subsidiaries.
11.15 A typical investor in the Company will be a UK taxpayer who is aged 18 or over and who already has a portfolio of VCT and non-VCT investments (such as unit trusts, OEICs, investment trusts and direct shareholdings in listed and non-listed companies). The investor should be comfortable with the risks associated with an investment in a VCT and be willing to retain the investment for at least five years(in orderto retain their upfrontincome tax relief).
11.16 Application has beenmade forthe admission oftheNewSharesto be issued pursuantto theOfferto be listed on the premiumsegment of the Official List and application will be made for the New Sharesto be admitted to trading on the London Stock Exchange's market for listed securities.Aregulatory information service announcementwill be made following issues ofNewShares pursuantto the Offer confirming the number of Sharesissued and the relevantOffer Price.TheNewShareswill be issued in registered formand no temporary documents of title will be issued. The Company is registered with CREST, a paperless settlement system, and those Shareholders who wish to hold their Shares in electronic form may do so.
11.17 The Company issubject to the investment restrictionsrelating to a venture capital trust in ITA 2007 (as amended and supplemented from time to time), as more particularly detailed in Part VIII of this document, and in the Listing Rules which specify that (i) the Companymust, at alltimes, invest andmanage its assetsin awaywhich is consistentwith its object ofspreading investmentrisk and in accordancewith its published investment policy asset outin page 23 ofthis document; (ii)the Companymust not conduct any trading activity which issignificant in the context of its group as a whole; and (iii) the Company may not invest more than 10%, in aggregate, of the value of total assets at the time an investment is made in other listed closed-ended investment funds (other than in another VCT). Any material change to the investment policy of the Company will require the approval of Shareholders pursuant to the Listing Rules. The Company intendsto directits affairsin respect of each ofits accounting periodsso asto qualify as a venture capitaltrust and accordingly:
11.17.1 the Company'sincome isintended to be derivedwholly or mainly from shares or othersecurities, asthis phrase isinterpreted byHMRC;
11.17.2 the Companywill not controlthe companiesinwhich itinvestsin such away asto renderthem subsidiary undertakings;
11.17.3 none ofthe investments atthe time ofmaking an acquisitionwillrepresentmore than15%(byVCTValue) oftheCompany's total assets(by VCT Value); and
11.17.4 not more than 20% ofthe Company's gross assetswill at any time be invested in the securities of property companies.
11.18 The Company and its Shareholders are subjectto the provisions ofthe Takeover Code and the CompaniesActs,which require sharesto be acquired/transferred in certain circumstances.
11.19 The issued share capital of the Company as at the date of this document is 99,957,864. The maximum number of New Shares to be issued by the Company is 35 million. On this basis, the existing Shares would represent 74.07% of the enlarged issued share capital of the Company. The actual number of New Shares will depend on the Offer prices at which such shares are issued subject to the maximum of £50 million (including the over-allotmentfacility) being raised by the Company.
11.20 All third party information in this Prospectus has been identified as such by reference to its source and in each instance has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by the relevant party, no facts have been omittedwhichwould rendersuch reproduced information inaccurate or misleading.
11.21 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 closing date ofthe Offerwhich is expected to take place on 26 September 2017 (subjectto extension by the Board or being fully subscribed before this date). There are no conditions attaching to this consent. Financial intermediaries may use the Prospectus in the UK.
11.22 Financial intermediaries must give investors information on the terms and conditions of the offer being made by the financial intermediaries at the time they introduce such offer to investors. Any financial intermediary using the Prospectus must state on its website that it is using the Prospectus in accordance with the consent in paragraph 11.21 above.

12. Documents Available for Inspection

Copies of the following documents will be available for inspection during normal business hours on any day (Saturdays, Sundays and public holidays excepted) from the date of this document until the offer closes at the offices of Shakespeare Martineau LLP, 60 Gracechurch Street, London EC3V 0HR and also atthe registered office ofthe Company:

12.1 the articles of association ofthe Company;
12.2 the audited report and accounts ofthe Company forthe financial years ended 30 September 2014, 2015 and 2016;
12.3 the unaudited half yearly accounts ofthe Company forthe periods ended 31 March 2016 and 2017;
12.4 the material contractsreferred to in paragraph 6 above;
12.5 the consentreferred to in paragraph 11.8 above; and
12.6 this document.

25 July 2017

Part IX – DEFINITIONS

''Admission''	admission oftheNewShares allotted undertheOfferto the premiumtier oftheOfficial List and to trading on the London Stock Exchange becoming effective
"advised investor"	an investor who received advice from a financial adviser in respect of an investment under the Offer
''AIM"	the Alternative Investment Market ofthe London Stock Exchange
''Allotment Formula''	the formula, pursuant to which the number of New Shares to be allotted to an applicant under the Offer, as further detailed in Part II of this document
"Application Amount"	the amountremitted to theCompanywith the investor's application, including any amount requested to be facilitated, as accepted underthe Offer
''Application Form''	an application form for use in respect of the Offer as set out in this document or otherwise made available by the Company
''Articles''	the articles of association of the Company
''Board''	the board of Directors ofthe Company
''Business Day"	means any day on which banks are generally open for business in London, other than a Saturday
''CA 2006''	the Companies Act 2006 (as amended)
"Capita Asset Services"	a trading name of Capita Registrars Limited
"Common Reporting Standard"	the OECD Common Reporting Standard for Automatic Exchange of Financial Account Information
"Companies Acts"	CA 2006 and the Companies Act 1985 and regulations made thereunder (as amended) (as applicable)
''Company''	Unicorn AIM VCT plc
"Company Secretary"	the company secretary of the Company from time to time
''CREST''	the computerised settlement system to facilitate the transfer of title to securities in uncertified form operated by Euroclear UK & Ireland Limited
''Directors''	the directors ofthe Company (and each a ''Director'')
"Disclosure and Transparency Rules"	the Disclosure and Transparency Rules ofthe UKLA
"EEA States"	the member states of the European Economic Area
"Execution-only investor"	an investorwho invests underthe Offerthrough an execution-only intermediary
''FCA''	the Financial Conduct Authority
"FRS 102"	FRS 102 the Financial Reporting Standard applicable in the UK and Republic of Ireland
''FSMA"	the Financial Services and Markets Act 2000 and regulations made thereunder (as amended)
''HMRC''	HM Revenue & Customs
"Investment Amount"	the amount of the investor's application accepted to be used to subscribe for New Shares (ie the Application Amount, less any amount of any initial adviser charge agreed to be facilitated in respect of an advised investor)
''Investment Manager'' or ''Unicorn AM"	Unicorn Asset Management Limited
''IPEVC Valuation Guidelines''	International Private Equity and Venture Capital Valuation Guidelines
"ISCA Administration Services"	ISCA Administration Services Limited
''ITA 2007''	the Income Tax Act 2007 (as amended)
"January 2017 Offer"	the offer for subscription to raise up to £15 million pursuant to a prospectus dated 19 January 2017
"LGBR Capital"	LGBR Capital London Limited
''Memorandum"	the memorandum of association of the Company

''NAV'' or ''net asset value''	the net asset value of a company calculated in accordancewith that company's accounting policy
''NewShares''	newSharesto be issued pursuantto the Offer (and each a "NewShare")
"NEX Exchange"	the NEX Exchange, a prescribed marketforthe purposes ofsection 118 of FSMA
"OEIC"	open-ended investment company
''Offer''	the offer forsubscription to raise up to £30 million, with an over-allotment facility to raise up to a further £20million,through the issue of up to, in aggregate, 35millionNewShares as set out in this document
''Offer Price"	the price at which New Shares will be determined by dividing the Investment Amount by the number of NewSharesto be issued as calculated pursuantto the Allotment Formula
''Official List''	the Official List maintained by the UKLA
"Panmure Gordon"	Panmure Gordon (UK) Limited
''Prospectus''	this document
''Qualifying Company''	an unquoted (including an AIM-listed) company which satisfies the requirements of Chapter 4 of Part 6 of the ITA 2007
''Qualifying Investors"	individuals aged 18 or over who are resident in the United Kingdom and who invest in the Company (and each a "Qualifying Investor")
''Receiving Agent''	Capita Asset Services
''Registrars''	Capita Asset Services
"Risk Finance Guidelines"	EuropeanCommission communicationC(2014)34/2–Guidelines on state aid to promote risk finance investments
''Shareholders"	holders of Shares (and each a ''Shareholder')
''Shares''	ordinary shares of 1p each in the capital of the Company (and each a ''Share'')
''SME"	small, medium enterprise
"Standard Geographic Rate"	the charge levied by a provider for calling a UK 01, 02 or 03 telephone number from a BT landline or similar
"Tax Residency Self Certification Form"	an individual tax residency self-certification – sole holding form for use by those who are not already a shareholder in the Company in respect of the Offer as set out in this document
"trail commission"	annual commission payable to execution-only financial intermediaries
''UK Listing Authority'' or ''UKLA''	the FCA acting in its capacity asthe competent authority forthe purposes of Part VI ofthe FSMA
"United Kingdom" or"UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or"US"	the United States of America, its states, territories and possessions (including the District of Columbia)
"VCT Value"	the value of an investment calculated in accordancewith section 278 ofthe Tax Act
"Venture Capital Investments"	sharesin, orsecurities of, aQualifyingCompany held by a venture capitaltrustwhichmeets the requirements described in Chapter 4 of Part 6 ofthe ITA 2007
''venture capitaltrust'' or ''VCT''	a venture capitaltrust as defined in section 259 ITA 2007

Part X - Application for New Shares

Offer Application Procedures

The Offer is open to all existing Shareholders and newinvestors.

The Application Form for use in connection with the Offer is attached at the end of this document. Additional copies of the Application Form can be obtained from www.unicornam.com or by contacting Unicorn AM (the investment manager of the Company) on 020 7253 0889 or LGBR Capital (the distributor forthe Offer) on 020 3195 7100 between the hours of 9.00am and 5.30pm on any Business Day.

To apply to participate in the Offer, please complete and return the Application Form to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by post or hand delivered (during normal business hours only) by 12.00 noon on 26 September 2017.

If you are not already a shareholder in the Company, in addition to completing and returning the Application Form to Capita Asset Services, you will also need to complete and return a Tax Residency Self Certification Form. The "individual tax residency self-certification – sole holding" form can be found at the end of this prospectus, can be downloaded from the Company website (www.unicornaimvct.co.uk), or by requestfromCapitaAsset Services on 0371 664 0324. Itis a condition ofthe application that(where applicable) a completed version ofthat form is providedwith theApplication Form before any application can be accepted. Existing shareholderswill be contacted separately by the Company to provide these details.

If you have any questionsrelating to this document, and the completion and return ofthe Application Form or, if relevant,the Tax Residency Self Certification Form, please telephone Capita Asset Services on 0371 664 0324. Calls are charged at the Standard Geographic Rate and will vary by provider.Calls outside theUnitedKingdomwill be charged atthe applicable internationalrate. The helpline is open between9.00 am – 5.30 pm, Monday to Friday excluding public holidaysin England and Wales. Please note that Capita Asset Services cannot provide any financial, legal ortax advice and calls may be recorded and monitored forsecurity and training purposes.

Please complete all parts of the Application Form in accordance with the following instructions. The Applicant should complete Boxes 1 to 5 (as applicable), while the Applicant's financial adviser or intermediary, if any, should complete Boxes 6, 7 and 8 (as applicable), and the Tax Residency Self Certification Form (as applicable).

Application Form Instructions:

Insert(usingblock capitals)inBox1yourfullname,full address,work andhome telephonenumbers, e-mail address,NationalInsurance number and date of birth. Please tick the relevant box if you are an existing shareholder and provide your investor code if you are a registered shareholderto avoid duplicate shareholder accounts being created.

If you are an Existing Beneficial Shareholder, please provide confirmation fromthe registered holderthat you are the beneficiary ofthe Shares held by such registered holder.

1. Sign and date in the appropriate spacesin Box 2a.
1. Insert (in figures) in Box 2b the amount you wish to invest (net of any initial adviser charge you are requesting to be facilitated if you are an advised investor). This can be for any amount,subject to being a multiple of £500 and a minimum of £2,000, asset out in the Application Form. Please note that the Offer is only intended to be open for 2017/2018 Tax Year.

If facilitation of an initial adviser charge is being requested. The Companywill only facilitatewhere your financial adviser has provided advice to you in respect of your investment in the Company, your financial advisershould complete Box 7b (asfurther detailed below) to confirmthat financial advice has been provided and the amount of any initial adviser charge to be facilitated by theReceivingAgent has been agreedwith you (and by signing thisform you confirm the amountinserted by your financial adviser).

Pin your cheque or banker's draft to the Application Form which must be made payable to ''Capita Registrars Limited re Unicorn AIM VCT plc 2017 Offer For Subscription A/C'' and crossed ''A/C Payee only''. Your payment must relate solely to this application. Cheques may be presented for payment on receipt. Alternatively, you can make payment via bank transferto the following account:

Capita Registrars Ltd re Unicorn AIM VCT plc 2017 – Offer forsubscription CHAPS A/C

Bank Name: Royal Bank of Scotland Sort Code: 15-10-00 Account Number: 32557794 Account Name: Capita Registrars Ltd re Unicorn AIM VCT plc 2017 – Offer forsubscription chaps a/c Swift No: RBOSGB2L IBAN: GB87RBOS15100032557794

If you wish to pay by electronic transfer, payments must be made by CHAPS or SWIFT in sterling. Details of the bank being instructed to make such electronic transfer must be entered in Box 3a oftheApplication Form. Paymentsin electronic form must come from aUK bank account and from a personal account in the name of the individual investor where they have sole or joint title to the funds. The account name should be the same as that shown in Box 1 of the Application Form. Payments must relate solely to your Application. Where an electronic transfer is being made the investor must provide a recent bank statement showing the payment being made to confirm the source of funds. If an investor's CHAPs payment is over €15,000, Capita Asset Services will also require a certified copy of the investor's passport and a recent utility bill.No receiptin respect of electronic payments or acknowledgement ofApplicationswill be issued. Please note if the Offer remains open at that date the electronic facility will close at 5.00 pm on 25 September 2017.

Please reference bank transferswith your initials and telephone contact number.

Subject always to the discretion of the Directors, applications under the Offer will normally be accepted on a first come, first served basis,save that applications accompanied by a post-dated chequewill not be processed untilthe cheque can be presented andwill not be treated as being received by the Receiving Agent untilthat date.

Your cheque or banker's draft must be drawn in Sterling on an account with a United Kingdom or European Union regulated credit institution, andwhich isin the sole or joint name ofthe investor and must bearthe appropriate sort code in the top right-hand corner.

The right is reserved to reject any application in respect of which the investor's cheque or banker's draft has not been cleared on first presentation. Any moniesreturnedwill be sent by cheque crossed ''A/C Payee only'' in favour ofthe investorwithoutinterest.

Money Laundering Notice – Important Procedures for applications of the Sterling equivalent of €15,000 (£12,000 approx) or more.

The verification requirements of the Money Laundering Regulations 2007 will apply and verification of the identity of the applicant may be required. Failure to provide the necessary evidence of identity may result in your application being treated as invalid or in a delay of confirmation.

Ifthe applicationisforthe Sterlingequivalent of€15,000ormore (oris one of a series oflinked applicationsthe value ofwhichexceeds that amount):

A Verification of the investor's identity may be provided by means of a ''Letter of Introduction'', from an intermediary or other regulated person (such as a solicitor or accountant)who is amember of a regulatory authority and isrequired to complywith the Money Laundering Regulations 2007 or a UK or EC financial institution (such as a bank). or
B If an application is made direct(notthrough an intermediary), you must ensure thatthe following documents are enclosedwith the Application Form:
1. either a certified copy of your passport or driving licence; and
1. a recent (no more than three months old) original bank or building society statement, or utility bill, or recent tax bill, in your name.

Copiesshould be certified by a solicitor or bank. Original documentswill be returned by post at your risk.

If you wish your New Sharesto be deposited in a CREST account in the name of the holders given in Box 1 enter in Box 3b the details of that CREST account. Where it is requested that New Shares be deposited into a CREST account please note that payment for such New Shares must be made prior to the day such New Shares might be allotted and issued. It is not possible for an Applicant to request that New Shares be deposited in their CREST account on an against payment basis. Any Application Form received containing such a requestwill be rejected.

1. The Company provides its Shareholders with the opportunity to receive statutory communications, such as annual and half-yearly reports by electronic communication (and you will receive notification of when documents are published on the Company's website). Alternatively documentswill be sentto you by post. Please tick the appropriate box. Your email addressmust also be provided in Box 1 to help process your election.
1. Dividends will be paid by cheque and sent to the Shareholder's registered address. Alternatively, dividends may be paid directly into bank or building society accounts. In orderto help processthis, please complete Box 5.

In Section 5b please tick the box if you agree to the Company registrar, Capita Asset Services, providing to the financial intermediary noted in Section 6 (upon request), information regarding yourtotalshareholding in the Company. This authority shall remain in effect for a period of up to one year from the date of this application, or until it is revoked in writing, and extends only to the provision of information (the financial intermediary will be unable to instruct any register changes or transactions on your behalf). In the absence ofsuch authority being granted, Capita Asset Serviceswill only provide information directly to a Shareholder.

The rest of the Application Form should be completed by your financial adviser or intermediary (if any).

Financial advisers and intermediariesshould complete Box 6 giving their contact name and address and their FCANumber. Please also tick the box to identifywhetherthisis an advised investor or non-advised investor (i.e. execution-only).

7a. Execution-only Intermediaries who are entitled to receive commission (i.e. who are acting on behalf of the investor but have not provided advice)shouldONLYcompleteBox7a, confirming thatthey have not provided financial advice to the investor and selecttheir elected commission option. Please note the intermediaries' obligation to advise their clients ofthe Risk Factorsfound on pages 10 and 11 of this document.

Availability of initial commission and commission options are set out on pages 19 and 20 of this document and must be agreed with the Investment Manager and/or LGBR Capital in advance. Commissions will only be paid if, and to the extent, they are permitted under legislation and regulations and the 'execution-only' intermediary's client continues to hold their New Shares. Execution-only Intermediaries can waive some or all of the initial commission for the benefit of their clients. If the commission is to be waived this should be indicated by completing Box 7a accordingly.

If there is no indication in Box 7a of how commission isto be treated, the intermediary identified in Box 6 will (to the extent permitted under legislation and regulations) be paid the commission due.

Payment of intermediary commissions

Payment of initial 'execution-only' commissions will normally be made by cheque, to the 'execution-only' intermediary. However, such payment may be made directly by electronic bank transfer (CHAPS) where details of the bank account of the 'execution-only' intermediary have been provided in this section of the Application Form. In order to facilitate such payment, please provide the bank account details where indicated. In the case of commission, this relates solely to initial commission, and any applicable trail commission paymentswill be made by the Investment Manager in accordancewith the termsset out on page 60.

7b. Financial adviserswho have provided advice to their clientsshould ONLY complete Box 7b.

If youhave agreed topay yourfinancial adviser aninitial adviser charge direct, yourfinancial advisershould tick optionAwithinBox7b, confirming thatthey have provided financial advice to you butthat no facilitation service isrequired by CapitaAsset Services pursuant to this application. There is no requirementforsuch adviserto sign the form in Box 7b.

If you have agreed with your financial adviser that the payment of an initial adviser charge (in whole or part) should be facilitated by Capita Asset Servicesfrom the monies providedwith the application, your financial advisershould:

tick option Bwithin Box 7b, confirming thatthey have provided financial advice to you;
insert the amount of the initial adviser charge to be facilitated (either as a specified amount or a percentage of the Application Amount);
insert the amount which will be presented on your cheque or that you have made via a bank transfer for (i.e. the aggregate of the investment amountinserted in Box 2b AND the amount ofthe initial adviser charge); and
sign the application form in Box 8, to confirm that the amount of the initial adviser charge has been agreed with you and that they agree to be bound to terms and conditions oftheOffer and confirmthatthey have identified and verified the identity ofthe investor and the source of funds.

Please note the financial advisers' obligation to advise their clients of the Risk Factors found on pages 10 and 11 of this document. Financial advisers should take particular notice of the notes to Box 7b and advise their client accordingly. In particular, if the amount provided by the applicantislessthan the aggregate amountrequired tomeetthe investment amountin Box 2b and the amount ofthe initial adviser charge in Box 7b,the amount of investment asinserted in Box 2b may be reduced accordingly.

If Box 7b is not completed,then the Companywill assume no facilitation of an initial adviser charge isrequired.

Sign and date in the appropriate places.

Tax Residency Self Certification Form

If you are not already a shareholder in the Company, please complete and return the Tax Residency Self Certification Form along with the Application Form and deliverto Capita Asset Services.

It is a condition of the application that (where applicable) a completed version of the Tax Residency Self Certification Form must be provided with the Application Form.

Terms and Conditions

The following terms and conditions apply to the Offer,save asset out below.

Savewhere the contextotherwise requires,wordsandexpressionsdefinedintheDefinitionssectionofthisdocumenthave the samemeanings when used in these terms and conditions and the Application Form.

The section headed ''Offer Application Procedures'' and "Application Form Instructions" in this Part X and the Application Form part of these terms and conditions of application to the Offer.

1. The maximum amount to be raised under the Offer is £30 million (with an over-allotment facility to raise up to a further £20 million). The maximum number of New Shares to be issued pursuant to the Offer is 35 million New Shares. The number of New Shares to be issued to an applicant will be determined by applying the Allotment Formula. The Offer Price per New Share will be determined by dividing the Investment Amount (ie, the Application Amount net of any amount agreed to be facilitated in respect of an initial adviser charge) by the number of New Shares to be issued. The Directors reserve the right to apply the Allotment Formula with such amendments and/or adjustmentsin orderto achieve the resultin respect of in terms oftheOffer, number ofNewSharesto be allotted and adviser charges and/or intermediary commissions applicable asintended underthe Prospectus.
1. The contract created by the acceptance of applications in the manner herein set out will be conditional on the admission of the New Shares being issued to theOfficial List oftheUK ListingAuthority and to trading on the London Stock Exchange'smainmarketforlisted securities unless otherwise so resolved by the Board. If any application is not accepted, or if any contract created by acceptance does not become unconditional, or if any application is accepted for fewer New Shares than the number applied for, or if there is a surplus of fundsin excess of £5 from the application amount, the application monies or the balance of the amount paid on application will be returned (excluding, incircumstanceswhere the applicationis accepted inpart, any facilitated intermediary charge)withoutinterestby post atthe risk ofthe applicant.In themeantime, applicationmonieswill be retained byCapitaAsset Services on the applicant's behalf.
1. The Company reserves the right to present all cheques and banker's drafts for payment on receipt and to retain documents of title and surplus application monies pending clearance of the successful applicants' cheques and banker's drafts. There is no minimum application level underthe Offer, uponwhich the Offer is conditional.
1. By completing and delivering an Application Form, you (asthe applicant):
(a) irrevocably offer to subscribe for such number of New Shares at the Offer Price per share in respect of the monetary amount stated on theApplication Form(net of any amountrequested to be facilitated in respect of an initial adviser charge), on the basis oftheAllotment Formula andOffer Price determination asset outin PartII ofthis document,subjectto the provisions of and on the basis of the information and statements concerning the Company and the New Shares contained in (i) the Prospectus, (ii) these terms and conditions(iii)the Memorandum and Articles, (iv) any supplementary prospectus filedwith the FCA,which you are deemed to have received and read (whether or notso read), (v) any regulatory information service announcementsreleased by the Company and (vi)the latest publicly available financial information ofthe company;
(b) authorise CapitaAsset Servicesto send definitive documents oftitle forthe number ofNewSharesto be issued to you in respect of the amount of your application that is accepted and to procure that your name is placed on the register of members of the Company in respect ofsuch shares and authorise the Company to send you a crossed cheque by postfor any moniesreturnable, at your risk to your address asset outin your Application Form;
(c) in consideration of the Company agreeing that it will not, prior to the closing date of the Offer, offer any New Shares to any persons other than by means of the procedures set out or referred to in this document, agree that your application may not be revoked until the closing date of the Offer, and that this paragraph constitutes a collateral contract between you and the Companywhichwill become binding upon dispatch by post or delivery by hand of your duly completed Application Form to the Receiving Agent;
(d) agree and warrant that your cheque or banker's draft will be presented for payment on receipt and will be honoured on first presentation and agree that, if such remittance is not so honoured, you will not be entitled to receive certificates for the New Shares applied for or to enjoy or receive any rights or distributions in respect of such New Shares unless and until you make payment in cleared funds for such New Shares and such payment is accepted by the Company (which acceptance shall be in its absolute discretion and may be on the basisthat you indemnify it against all costs, damages, losses, expenses and liabilities arising out of orin connectionwith the failure of yourremittance to be honoured on first presentation) and that at any time prior to unconditional acceptance by the Company of such late payment in respect of such New Shares, the Company may (without prejudice to its other rights)treatthe agreementto allotsuchNewShares as void and may allotsuch NewSharesto some other person in which case you will not be entitled to any refund or payment in respect ofsuch New Shares(other than return ofsuch late payment);
(e) agree that any documents of title and any monies returnable to you may be retained by the Company pending clearance of your remittance, that such monies will not bear interest and any monies of an amount less than £5 will not be returnable and will be retained by the Company for use by the Company for any purpose;
(f) agree that all applications, acceptances of applications and contracts resulting therefrom will 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 the Company to bring any action, suit or proceeding arising out of or in connection with any such applications, acceptances of applications and contractsin any other manner permitted by lawor in any court of competentjurisdiction;
(g) agree that, in respect of those New Shares for which your application has been received and processed and not refused, acceptance of your application shall be constituted by notice of acceptance thereof by the Receiving Agent;
(h) agree that all documentsin connectionwith the Offer and any returned monieswill be sent at your risk and may be sent by post to you at your address asset outin the Application Form;
(i) agree that, having had the opportunity to read the Prospectus (and any supplementary prospectus), you and, if relevant, your financial adviser or intermediary, shall be deemed to have had notice of all information and representations concerning the Company contained therein (whether or notso read);
(j) confirm that in making such application you are not relying on any information or representation in relation to the Company other than those contained in the Prospectus and any supplementary prospectus filed with the FCA, which you are deemed to have received and read (whether or not so read) you accordingly agree that no person responsible solely or jointly for the Prospectus(orsupplementary prospectus) orinvolved in the preparation thereofshall have any liability for any such information or representation;
(k) confirm that you have reviewed the restrictions contained in paragraph 5 belowandwarrant as provided therein;
(l) warrantthat you are not underthe age of 18 years;
(m) agree thatsuch Application Form is addressed to the Company and the Receiving Agent;
(n) agree to provide the Company and/or the Receiving Agent with any information which they may request in connection with your application and/or in orderto complywith VCT or other relevantlegislation including the Money Laundering Regulations 2007 (asthe same may be amended from time to time) and the Common Reporting Standard;
(o) warrant that, in connection with your application, you have observed the laws of all relevant territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connectionwith your application in any territory and that you have nottaken any actionwhichwill ormay resultin theCompany or the Receiving Agent acting in breach of the regulatory or legal requirements of any territory in connection with the Offer or your application;
(p) agree that the Receiving Agent will not regard you asits customer by virtue of you having made an application for New Shares pursuantto the Offer or by virtue ofsuch application being accepted;
(q) declare that no loan has 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 Shares and that the New Shares are being acquired for bona fide commercial purposes and not as part of a scheme or arrangementthe main purposes ofwhich, or one ofthe main purposes ofwhich, isthe avoidance oftax;
(r) agree that, unless otherwise indicated on the Application Form, you consent to the website publication of annual and interim reports, and other statutory communications, online at www.unicornaimvct.co.uk and the provision of an email notification, to the email address provided on the Application Form, giving noticewhen such documents are available for viewing online; and
(s) consent to information provided on the Application Form being provided to the Investment Manager, LGBR Capital (the distributor for the Offer) and the registrars of the Company (from time to time) to process applications and to process shareholding information and notifications as referred to in paragraph (r) above (the Investment Manager and LGBR Capital may use the information you give for administration, research and statistical purposes, however, the information provided will be held in confidence by the Investment Manager and LGBR Capital andwill not be passed to any other product orservice company).
1. No action has been orwill be taken in any jurisdiction by, or on behalf of,the Companywhichwould permit a public offer ofNewShares in any jurisdiction where action for that purpose is required, other than the UK, nor has any such action been taken with respect to the possession or distribution of this document other than in the UK. No person receiving a copy of the Prospectus (or supplementary prospectus, if any) or an Application Form in any territory other than the UK may treat the same as constituting an invitation or offer to him norshould he in any event use such Application Form unless, in the relevant territory,such an invitation or offer could lawfully bemade to himorsuchApplication Formcould lawfully be usedwithout contravention of any registration or otherlegalrequirements. It is the responsibility of any person outside the UK wishing to make an application for New Shares to satisfy themselves as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any otherformalitiesrequired to be observed in such territory and paying any issue,transfer or othertaxesrequired to be paid in such territory. The New Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States of America, its territories or possessions or other areas subject to its jurisdictions(the ''US''). In addition, the Company has not been and will not be registered under the United StatesInvestment Advisers Act of 1940, as amended. No Application Form will be accepted if it bears an address or post mark in the US.
1. Thebasis of allocationwillbe determinedby theBoard inits absolute discretion,thoughitisintended that applicationswillbe accepted in the orderinwhich they are received (i.e. first come, firstserved),save for applications accompanied by a post-dated cheque. TheOffer will close at 12.00 noon on 26 September 2017 (or assoon asthe Offer isfully subscribed or otherwise at the Board's discretion). The Board in its absolute discretionmay decide to extend the closing date oftheOffer(such extension being notlaterthan 12months after the publication of the Prospectus). The right isreserved, notwithstanding the basisso determined, to reject in whole or in part and/or scale down any application, in particularmultiple and suspectedmultiple applicationswhichmay otherwise be accepted and theBoard in its absolute discretion may decide to increase the Offer fundraising amount by the over-allotment facility (subject to the overall aggregatemaximumnumber of 35millionNewSharesto be issued pursuantto the Prospectus).Applicationmonies not accepted orif theOfferiswithdrawnwillbe returned to the applicantinfull(excluding, incircumstanceswhere the applicationis accepted inpart, any facilitated intermediary charge) bymeans of a cheque by post atthe applicant'srisk orif paymentmade by electronic transfer,refunded back to the account from which the payment was made. The right is also reserved to treat as valid any application not complying fully with these Offer Terms and Conditions or not in all respects complying with the Offer Application Procedures set out on pages 55 to 57 and to amend the application oftheAllotment Formula to any applicant's application so asto achieve a fair and/orintended result. In particular, but without limitation, the Company may accept applications made otherwise than by completion of an Application Form where the applicant has agreed in some other manner to apply in accordance with these Offer Terms and Conditions.
1. The Offer will be suspended if at any time the Company is prohibited by statute or other regulations from issuing New Shares or has insufficient Shareholder authority to allot Shares.
1. The Investment Manager may (on behalf of the Company) agree with intermediaries providing 'execution-only' services that, in respect of any application accepted from a client for whom the execution-only intermediary acts, to pay an initial commission (subject to a maximum of 3% of the amount subscribed for New Shares by their clients). Intermediaries may waive all or part of the initial commission due for the benefit of their client (such amount will be taken into account in determining the number of New Sharesto be allotted undertheAllotment Formula). In addition, provided thatthe 'execution-only' intermediaries' clients continue to hold theirNew Shares,such intermediarieswill normally be paid an annualtrail commission of 0.375% ofthe net asset base value for each such New Share by the Company. Forthis purpose, 'net asset base value'meansthe net assets attributable to suchNewShare as determined from the audited annual accounts of the Company as at the end of the preceding financial year. No payment of trail commission (save as referred to below) will be made to the extent that the cumulative trail commission would exceed 2.25% of the Offer Price of the New Share in question. The Investment Manager may, with the consent of the Board, agree to pay trail commission on a different basis, providing it does not exceed themaximumcumulative payment of 2.25% ofthe offer price oftheNewShare in question. Commissions will only be paid if, and to the extent,they are permitted underlegislation and regulations.Annualtrail commissionwill be paid shortly afterthe later ofthe annual general meeting ofthe Company and,where applicable,the date of payment ofthe final dividend in each year and, in respect of annualtrail commission, provided no subsequent financial advice is provided by themto the client, and the client continuesto hold such New Shares on the fundsinvested). For this purpose, 'net asset base value' meansthe net assets attributable to such New Share as determined from the audited annual accounts of the Company as at the end of the preceding financial year. The first paymentwill be forthe year ending 30 September 2017.No payment of commission by the Company shall be made to the extent thatthe cumulative annualtrail commission perNewSharewould exceed2.25%oftheOffer Price for each suchNewShare held by the applicant. Confirmation that no advice has been given must be provided on the Application Form. For the avoidance of doubt, initial and annual trail commission will not be payable where execution-only intermediaries have subsequently provided advice, though an initial adviser charge may be facilitated asreferred to below.

Initial commissions will be paid out of the costs of the Offer. Annual trail commission will be paid by the Company. It is expected that annual trail commission will be paid approximately five months after the year-end of the Company. Initial commission will be paid by way of cheque. The administration of annual trail commission will be managed on behalf of the Company by ISCA Administration Serviceswhichwill maintain a register of execution-only intermediaries entitled to trail commission.

Execution-only Intermediaries should keep a record of Application Forms submitted bearing their stamp or full address details to substantiate any claim for commission. The Receiving Agent will collate the Application Forms bearing the intermediaries' stamps or full address details and calculate the initial commission payable which will be paid following the relevant allotment of New Shares pursuant to the Offer to such intermediary's client.

Investors and execution-only intermediaries should note that trail commission is not payable if the intermediary subsequently then gives advice in respect of a holding. The Company must be immediately notified thattrail commission paymentsshould cease. Itisthe responsibility ofthe investor and the execution-only intermediary to notify the Company if advice is given and paymentsforthis(orfor any otherreason)must cease (though the Company also reservesthe rightto cease paymentsifit believes advicemay have been given or for any other reason in its absolute discretion).

In respect of existing trail commission arrangements to intermediaries, such payments will continue (to the extent permitted under legislation and regulations), but not ifsubsequent financial advice in respect of the holding is given. As a result,should a Shareholder decide to seek financial advice from their existing execution-only intermediary in respect of participating in the Offer, any trail commission which is currently being paid to that intermediary pursuant to an existing holding in the Company must cease and the Investment Manager and/orthe Company should be notified accordingly.

1. The Investment Manager may agree to waive any part of the fee element due to it represented by the 2.5% of the grossfundsraised undertheOfferin theAllotment Formula in respect of any specific or group of investorsforthe benefit ofsuch investors. The benefit of the waiver will be applied by reducing (B) in the Allotment Formula by an equivalent amount, which will increase the number of New Shares to be allotted to them.
1. The Company will, through Capita Asset Services, provide facilitation services in respect of any initial intermediary charges (together with any VAT thereon, if applicable) agreed between an investor and their financial intermediary (subject to a maximum facilitation amount equalto3%oftheApplicationAmount).Anyadditional initialadviser chargesinexcessoftheamountagreedtobe facilitated, togetherwith any annual adviser charges,will not be facilitated andwill need to be paid directly by the investor.
1. If the investor and the financial adviser agree that a charge is to be facilitated by Capita Asset Services, an Application Form must be countersigned by the financial adviser to confirm (i) that the facilitation amount has been agreed and (ii) that the financial adviser hasread and agreesto be bound by the terms and conditions of the Offer. The charging of VAT on an initial adviser charge isthe sole responsibility of the financial adviser. Should any facilitated charge undertaken by the Company exclude the payment of any such VAT,the investorwill, at alltimes,remain solely responsible to make up suchVAT deficit(if any)to the financial adviser. Ifthe amount provided in an investor'ssubscription moniesislessthan the aggregate amountrequired to meet both the application forsubscription of New Shares pursuant to the Offer, and the initial adviser charge to be facilitated by Capita Asset Services (subject to a maximum amount equal to 3% of the Application Amount to be facilitated), the application amount for the subscription of New Shares will be reduced accordingly. Alternatively, if the maximum amount to be facilitated equal to 3% of the Application Amount would be exceeded,the amount ofthe initial adviser charge to be facilitatedwill be reduced.
1. The Company reserves the right to make the Offer available via one or more investment platforms (subject to information being received in respect of any applicant and the intended underlying beneficial holder of New Shares as may be requested by or on behalf ofthe Company) and to issue NewShares directly to a nominee if agreedwith the applicant.
1. The Company may make alternativeApplication Forms available and any additionalterms and conditionsthereon shall be deemed to be included herein as part of these terms and conditions.
1. Newinvestorsmust complete the Tax Residency Self Certification Formand deliverit, alongwith theApplication Form,to CapitaAsset Services as a condition ofthe Offer.

Lodging of Application Forms and dealing arrangements

Completed Application Forms with the appropriate remittance must be posted or delivered by hand (during normal business hours only) to CapitaAsset Services, CorporateActions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. The Offerwill be open from 25 July 2017 and will close at 12.00 noon on 26 September 2017 (unless it is fully subscribed earlier or otherwise at the Board's discretion). The Board in its absolute discretion may decide to extend the Offer (but notlaterthan 12 months afterthe publication ofthe Prospectus).

Applicationsshould be received by 12.00 noon on 26 September 2017. If electronic payments are being made then electronic payment will only be accepted up to 5.00 pm on 25 September 2017.

If you post your Application Form, you are recommended to use first class post and to allowatleasttwo Business Daysfor delivery.

Unless otherwise agreed by the Company, the New Shares will be issued in certificated form (though such New Shares can subsequently be admitted to CREST).

Itis expected that dealingsin theNewShareswill commencewithin threeBusinessDaysfollowing allotment and thatshare certificateswill be dispatchedwithin ten BusinessDays of allotment oftheNewShares.Allotmentswill be announced on an appropriate regulatory information service provider.

Temporary documents of title will not be issued. Dealings prior to receipt of share certificates will be at the risk of applicants. A person so dealing mustrecognise the risk that an application may not have been accepted to the extent anticipated or at all.

[THIS PAGE IS INTENTIONALLY LEFT BLANK]

Application Form

UNICORN AIM VCT PLC UNICORN AIM VCT PLC

Please complete in BLOCK CAPITALS. TO BE COMPLETED BY THE INVESTOR. 1. Title: Mr/Mrs/Miss/Ms/Dr/Other

Application Form Application Form
UNICORN AIM VCT PLC UNICORN AIM VCT PLC from www.unicornam.com) apply herein. www.unicornam.com) apply herein.	Definitions used in the prospectus published by the Company dated 20 September 2013 ("Prospectus") (copies of which can be downloaded Definitions used in the prospectus published by the Company dated 25 July 2017 ("Prospectus") (copies of which can be downloaded from
Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.	Before completing this Application Form you should read the Offer Application Procedures and Terms and Conditions contained in the Before completing this Application Form you should read the Offer Application Procedures and Terms and Conditions contained in the Prospectus. Please send the completed Application Form with your electronic payment transfer details, cheque or banker's draft and, if Prospectus. Please send the completed Application Form with your cheque or banker's draft and, if necessary, proof of identity to Capita necessary, proof of identity to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
Chequesshould be made payable to "Capita Registrars Limited re Unicorn AIM VCT plc 2017 Offer For Subscription A/C". Cheques should be made payable to "Capita Registrars Limited re Unicorn AIM VCT plc OFS A/C".
	The Offer opens on 25 July 2017 and will close at 12.00 noon on 26 September 2017. The Offer may close earlier if fully subscribed or The Offer opens on 20 September 2013 and will close at 12.00 noon on 30 June 2014. The Offer may close earlier if fully subscribed or otherwise atthe Board's discretion. The Offer may be extended by the Board in its absolute discretion (but notlaterthan 12 months afterthe otherwise at the Board's discretion. The Offer may be extended by the Board in its absolute discretion (but not later than 12 months after publication ofthe Prospectus). The Offer is only intended to be open for 2017/2018 Tax Year. the publication of the Prospectus). If tax relief is to be applied for in respect of the subscription monies in the tax year 2013/2014, the
closing date will be 12.00 noon on 4 April 2014. The Company and the Receiving Agent cannot accept responsibility if any details provided by you are incorrect. completed version ofthatform is providedwith the Application Form before any application can be accepted.	If you are not already a shareholder in the Company, in addition to completing and returning the Application Form to Capita Asset Services, youwill also need to complete and return a Tax Residency Self Certification Form. Itis a condition ofthe application that(where applicable) a
Please complete in BLOCK CAPITALS. The Company and the Receiving Agent cannot acceptresponsibility if any details provided by you are incorrect.
Please complete in BLOCK CAPITALS. 1. Title: Mr/Mrs/Miss/Ms/Dr/Other TO BE COMPLETED BY THE INVESTOR. Forenames:
1 Title: Mr/Mrs/Miss/Ms/Dr/Other Surname(s):
Forename(s): Address:
Surnames:
Existing Shareholder (please tick if relevant)*:	Registered holder Beneficial holder Postcode:
Existing Shareholder Investor Code*: Email address:
Address: Telephone (work); National Insurance Number:	Telephone (home): Date of Birth: I wish to subscribe the amount in the Company, divided between tax years 2013/2014 and 2014/2015 as set out in Box 2 below or such lesser amount for which this subscription will be accepted, on the terms and conditions set out on pages 53 to 56 of the Prospectus. Post code:
£ 2. Tax year 2013/2014 Email address:
£ Tax year 2014/2015 Telephone (work):	Telephone (home):
£ Total (to equal at least £2,000)
Date of Birth:	National Insurance Number: I enclose a cheque or banker's draft drawn on a UK clearing bank made payable to "Capita Registrars Limited re Unicorn AIM VCT plc
on the terms and conditions set out on pages 57 to 61 of the Prospectus. facilitated, as inserted in Box 8b below.	Iwishto investundertheOfferthe amount asset outinBox2bbelow, orsuchlesser amountforwhichthissubscriptionwillbe accepted, OFS A/C" for the amount of the subscription monies in the Total Box above and the amount, if any, of the initial adviser charge to be
	* Please tick the relevant box if you are an existing shareholder and provide your investor code if you are a registered shareholder
to avoid duplicate shareholder accounts being created. This may be found on your share certificate(s). and have read the Risk Factors set out on pages 9 and 10 of the Prospectus and the Prospectus as a whole.	3. By signing this form I HEREBY DECLARE THAT I have read the terms and conditions of the Offer set out on pages 53 to 56 of the Prospectus (and as further contained herein) and agree to be bound by them. I understand this is a long term investment
Signature: have read the Risk Factors set out on pages 10 to 11 of the Prospectus and the Prospectus as a whole.	2a By signing this form I HEREBY DECLARE THAT I have read the terms and conditions of the Offer set out on pages 57 to 61 of the Prospectus (and as further contained herein) and agree to be bound by them. I understand this is a long term investment and Date:
Signature of applicant	Date

2b Amount (to be at least £2,000) £
	Unicorn AIM VCT plc Unicorn AIM VCT plc 63 57

		3a I enclose (please tick one box only):
--	--	------------------------------------------	--

a cheque or banker's draft drawn on aUK clearing bank made payable to "Capita Registrars Limited reUnicornAIM VCT plc 2017 Offer For Subscription A/C"
I confirm thatIwill make an electronic transferto Capita Registrars Limited to the following account:
Bank Name: Royal Bank of Scotland Sort Code: 15-10-00 Account Number: 32557794 Account Name: Capita Registrars Ltd re Unicorn AIM VCT plc 2017 – Offer forsubscription chaps a/c Swift No: RBOSGB2L IBAN: GB87RBOS15100032557794
and Iwill provide all necessary identity verification evidence (transfersshould be made after firstsending in your completed application form with a payment reference of your initials and telephone number - please see section 3 of the application form instructions on pages 55 and 56 of the Prospectus for further instructions)
forthe amount ofthe subscriptionmoniesin theAmountBox in2b above,togetherwith the amount, if any, ofthe initial adviser charge requested to be facilitated (asinserted in Box 7b below)
Complete the section below only if you are tendering payment by electronic transfer
Name of Bank

Branch

Sort Code

Account Name
Account Number
Reference – your initials
and telephone number
E-mail	Telephone:

(Where an electronic transfer is being made Capita Asset Services will request a recent bank statement showing the payment being made to confirm source of funds. If a CHAPs payment is over €15,000 Capita asset Services will also require a certified copy of your passport and a recent utility bill.)

The Finance Act 2014 which came into force with effect from 6 April 2014 restricts the availability of income tax relief on a subscription for shares in a VCT issued after 5 April 2014 where it is 'linked' to a sale of shares in the same VCT or if an investor subscribes for shares in a VCT within six months before or after selling any shares in that same VCT. Please see paragraph 1.3 of Part VII on page 28 of the Prospectus for further details.

	3b CREST details
	(Only complete this section if New Shares allotted are to be deposited in a CREST Account which must be in the same name as the holder(s) given in section 1).
a.	CREST ParticipantID:
b.	CREST Member AccountID:
c.	Participant Name:
d.	Address:
e.	Contact Telephone Number:

	Application Form
4 Investor Services UNICORN AIM VCT PLC
	Howwould you like to receive copies ofstatutory communications,such as annual and half-yearly reports: Definitions used in the prospectus published by the Company dated 20 September 2013 ("Prospectus") (copies of which can be downloaded
Email	Post from www.unicornam.com) apply herein. All dividends on any Shares held in the Company may be paid directly into bank and building society accounts. In order to facilitate this, please
	Before completing this Application Form you should read the Offer Application Procedures and Terms and Conditions contained in the complete themandate instruction formin Box 5.Dividends paid directly into your accountwill be paid in cleared funds on the dividend payment Prospectus. Please send the completed Application Form with your cheque or banker's draft and, if necessary, proof of identity to Capita date. Your bank or building society statementwill identify details ofthe dividends aswell asthe dates and amounts paid. Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
5 Dividend Mandate
	Cheques should be made payable to "Capita Registrars Limited re Unicorn AIM VCT plc OFS A/C". Please forward, until further notice, all dividends that may from time to time become due to any shares now standing or which may hereafter stand, in my name in the register of members of the Company to: The Offer opens on 20 September 2013 and will close at 12.00 noon on 30 June 2014. The Offer may close earlier if fully subscribed or
a.	otherwise at the Board's discretion. The Offer may be extended by the Board in its absolute discretion (but not later than 12 months after Name of Bank or Building Society: the publication of the Prospectus). If tax relief is to be applied for in respect of the subscription monies in the tax year 2013/2014, the
b.	closing date will be 12.00 noon on 4 April 2014. Account Number:
c. Sort Code:	The Company and the Receiving Agent cannot accept responsibility if any details provided by you are incorrect.
d.	Please complete in BLOCK CAPITALS. Account Name (BLOCK capitals please):
e. Signature:	1. Title: Mr/Mrs/Miss/Ms/Dr/Other
Forenames: f. Date:
Surname(s): g.	Applicant's Name (BLOCK capitals please):
Address: h.	Post code of applicant:

Email address:	noted in Section 6, upon request, information regarding my shareholding in the Company. This authority shall remain in effect Postcode: for the lesser of a period of up to one year from the date of allotment, or until I revoke such authority by informing Capita Asset Servicesin writing. This authority extendsto the provision of information regarding my shareholding only, and I understand that my financial intermediarywill be unable to instruct any register changes ortransactions on my behalf.
Telephone (work);	Telephone (home): THE REMAINDER OF THIS FORM SHOULD ONLY BE COMPLETED BY YOUR INTERMEDIARY (IF ANY).
6	National Insurance Number: Date of Birth: Intermediary Contact Details
Firm name:	I wish to subscribe the amount in the Company, divided between tax years 2013/2014 and 2014/2015 as set out in Box 2 below or FCA number:
Adviser contact:	such lesser amount for which this subscription will be accepted, on the terms and conditions set out on pages 53 to 56 of the Prospectus. IFA administrator contact:
2. Tax year 2013/2014 E-mail(s):	£
Tax year 2014/2015 Address:	£
	£ Total (to equal at least £2,000)
	I enclose a cheque or banker's draft drawn on a UK clearing bank made payable to "Capita Registrars Limited re Unicorn AIM VCT plc
	Post code: OFS A/C" for the amount of the subscription monies in the Total Box above and the amount, if any, of the initial adviser charge to be
Telephone:	facilitated, as inserted in Box 8b below. Fax:
	Payment Details (to be used if your commission(s)/charge isto be paid to a network or otherthird party) 3. By signing this form I HEREBY DECLARE THAT I have read the terms and conditions of the Offer set out on pages 53 to 56 of
Name	the Prospectus (and as further contained herein) and agree to be bound by them. I understand this is a long term investment and have read the Risk Factors set out on pages 9 and 10 of the Prospectus and the Prospectus as a whole.
Contact Signature:	Date:
Address
Post Code
E-mail	Telephone:

		What type of investment is this? (tick one box only)
	Thisis a non-advised investment(execution-only) – please go to box 7a
	Thisis an advised investment – please go to box 7b
		Payment of intermediary commission (to be used If you wish any commissionsto be made directly to your bank by electronic transfer, please provide the account details(in the absence ofthese details, paymentwill be made by cheque)):
	Name of Bank:
	Account Number:
	Sort Code:
		Account Name (BLOCK capitals please):

7a		Execution-Only Intermediaries
		Please tick this box to confirm that no financial advice has been provided by you to your client in respect of this application.
		Commission Options (to be agreed with Unicorn Asset Management Limited and/or LGBR Capital London Limited (subject to a maximum amount equalto 3% ofthe ofthe Application Amount)
	A	Amount of initial commission to be paid to intermediary		%

	B	Amount of initial commission to bewaived and re-invested for client		%
		Total A + B (A + B musttotal no more than 3%)		%

7b	Financial Advisers
		Please tick one of the following boxes to confirm that financial advice has been provided by you to your client in respect of this application and whether or not an initial adviser charge is required to be facilitated.
	A	My client has agreed to pay my fee in respect ofthis application direct and there is no requirement of any charge being facilitated.
	B	My client hasrequested to have such amount asisset out belowto be facilitated to me by Capita Asset Services as an initial adviser charge (subjectto a maximum amount equalto 3% of the Application Amount).
		Initial adviser charge (please complete one box only)	£
		% ofthe Application Amount

8		By signing this form I HEREBY DECLARE THAT I have read the terms and conditions of the Offer set out on pages 57 to 61 of the Prospectus (and as further contained herein) and agree to be bound by them. I further confirm that the amount inserted
		above has been agreed with my client and that I have identified and verified the identity of the subscriber and the source of the

Financial Sector issued by the Joint Money Laundering Steering Group.
Signature		Date

subscription funds to the standard required by the Money Laundering Regulations 2007 within the guidance for the UK Capital

Notes to Box 7b

If the application is only accepted in part, the amount requested to be facilitated for adviser will be reduced accordingly to ensure it is not greater than the maximum stated above.

VCT tax reliefswill only be available in respect ofthe actual amountinvested in the Company andwill notinclude facilitated initial adviser charges.

The charging of VAT on an initial adviser charge isthe sole responsibility of the adviser. Should any charge facilitated by Capita Asset Services not include the payment of any such VAT,the investorwill, at alltimes, remain solely responsible to make up such VAT deficit(if any)to the adviser.

Application Form Tax Residency Self Certification Form (Individuals)

Definitions used in the prospectus published by the Company dated 20 September 2013 ("Prospectus") (copies of which can be downloaded Name of Company inwhich shares are held: UNICORN AIM VCT PLC

from www.unicornam.com) apply herein. Investor code

Before completing this Application Form you should read the Offer Application Procedures and Terms and Conditions contained in the e.g. 00000999999 This can be found on your share certificate or tax voucher

		Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
	Part 1 – Identification of Individual Shareholder	Cheques should be made payable to "Capita Registrars Limited re Unicorn AIM VCT plc OFS A/C".
	A separate form is required for each holder	The Offer opens on 20 September 2013 and will close at 12.00 noon on 30 June 2014. The Offer may close earlier if fully subscribed or
	Full Name ofHolder:	otherwise at the Board's discretion. The Offer may be extended by the Board in its absolute discretion (but not later than 12 months after
	Address ofHolder: closing date will be 12.00 noon on 4 April 2014.	the publication of the Prospectus). If tax relief is to be applied for in respect of the subscription monies in the tax year 2013/2014, the
		The Company and the Receiving Agent cannot accept responsibility if any details provided by you are incorrect.
A.	Please provide your Tax Residence Address - If different from above Please complete in BLOCK CAPITALS.
	House Name 1. Title: Mr/Mrs/Miss/Ms/Dr/Other
	Number & Street / Road Name
	Forenames: Town / City
	Surname(s): County
	Address: Country
	Postal or ZIP Code

B. Date of Birth DD/MM/YY

Email address: Part 2 – Country/Countries of Residence for Tax Purposes

Country of residence for tax purposes Telephone (work);	Tax Identification Number Telephone (home): In the UK this would be your NI number
National Insurance Number:	Date of Birth:
	I wish to subscribe the amount in the Company, divided between tax years 2013/2014 and 2014/2015 as set out in Box 2 below or
	such lesser amount for which this subscription will be accepted, on the terms and conditions set out on pages 53 to 56 of the Prospectus.

Part 2b - US Person

. Tax year 2014/2015 £ Please mark the box ONLY if you are a US Person (see Definitions)

. Total (to equal at least £2,000) Part 3 – Declarations and Signature

I enclose a cheque or banker's draft drawn on a UK clearing bank made payable to "Capita Registrars Limited re Unicorn AIM VCT plc OFS A/C" for the amount of the subscription monies in the Total Box above and the amount, if any, of the initial adviser charge to be I acknowledge that the information contained in this form and information regarding my shares may be reported to the local tax authority and exchanged with tax authorities of another country or countries in which I may be tax resident where those countries have entered into Agreementsto exchange Financial Accountinformation.

facilitated, as inserted in Box 8b below. I undertake to advise the Companywithin 30 days of any change in circumstanceswhich causesthe information contained herein to become incorrect and to provide the Companywith a suitably updated Declarationwithin 30 days ofsuch change in circumstances.

By signing this form I HEREBY DECLARE THAT I have read the terms and conditions of the Offer set out on pages 53 to 56 of I certify that I am the shareholder (or am authorised to sign for the shareholder).

the Prospectus (and as further contained herein) and agree to be bound by them. I understand this is a long term investment and have read the Risk Factors set out on pages 9 and 10 of the Prospectus and the Prospectus as a whole. Ifthisrelatesto a joint holding: I also acknowledge that as a joint holderImay be reported to the relevanttax authority if allthe other holders do not provide a Tax Residency Self-Certification.

Signature: Date: I declare that allstatements made in this declaration are,to the best of my knowledge and belief, correct and complete.

Signature:
Print Name:
Date:
Daytime telephone number / email address

Ifsigning under a power of attorney, please also attach a certified copy ofthe power of attorney.

Introduction

The law requires that Financial Institutions collect, retain and report certain information about their account holders, including their tax residency.

Please complete the form above and provide any additional information requested.

If your declared country/countries ofresidence fortax purposesis notthe same asthat ofthe Financial Institution and is eithertheUS oris on the OECD list of countries which have agreed to exchange information (http://www.oecd.org/tax/transparency/AEOI-commitments.pdf), the Financial Institution will be obliged to share this information with its local tax authority who may then share it with other relevant local tax authorities.

Failure to validly complete and return thisformwillresultin you being reported onwardsto the relevantlocaltax authority.Additionally, ifthis form has been issued in conjunctionwith an application for a newholding,then your application may be adversely impacted.

Definitions ofterms used in thisform can be found below.

If your address (or name) has changed from that shown on the form, then you must advise us separately. Any details you enter in the "Tax Residence Address"will be used fortax purposes only andwill not be used to update your registered details.

If any of the information about your tax residency changes, you are required to provide the Company with a new, updated, self-certification form within 30 days of such change in circumstances.

Joint Holders (if relevant)

All joint holders are treated asseparate holdersfor these tax purposes and every joint holder isrequired to give an Individual Tax Residency Self-Certification. If any one or more isreportable,the value ofthewhole shareholdingwill be reported forthat/those jointshareholder(s).

Ifwe do notreceive the self-certification fromeach jointshareholder,then thewhole holdingwill be treated as undocumented and all holders (including thosewho have completed the self-certification form)will be reported to the relevanttax authorities.

If you have any remaining questions about how to complete this form or about how to determine your tax residency status you should contact your tax adviser.

Definitions

The OECD Common Reporting Standard for Automatic Exchange of Financial Account Information ("The Common Reporting Standard") http://www.oecd.org/tax/automatic-exchange/common-reporting-standard/ contains definitions for the terms used within it. However, the following definitions are for general guidance only to help you in completing thisform.

"Account Holder"

The Account Holder is either the person(s) whose name(s) appears on the share register of a Financial Institution. Or where Capita holdsthe shares on your behalf, the person whose name appears on the register of entitlement that Capita maintains.

"Country/Countries of residence for tax purposes"

You are required to list the country or countries in which you are resident for tax purposes, together with the tax reference number which has been allocated to you, often referred to as a tax identification number (TIN). Special circumstances (such as studying abroad, working overseas, or extended travel) may cause you to be resident elsewhere or residentin more than one country atthe same time (dual residency). The country/countriesinwhich youmight be obliged to submit a tax return are likely to be your country/countries oftax residence. If you are a US citizen or hold a US passport or green card, youwill also be considered tax residentin the US even if you live outside the US.

"Tax Identification Number or TIN"

The number used to identify the shareholder in the country of residence fortax purposes.

Different countries(orjurisdictions) have differentterminology forthis and could include such as aNational Insurance number,socialsecurity number or resident registration number. Some jurisdictions that do issue TINs have domestic law that does not require the collection of the TIN for domestic reporting purposes so that a TIN is not required to be completed by a shareholder resident in such jurisdictions. Some jurisdictions do notissue a TIN or do notissue a TIN to all residents.

"US Person"

All US citizens. An individual is a citizen if that person was born in the United States or if the individual has been naturalized as a US citizen.
You can also be a US citizen, even if born outside the United Statesif one or both of your parents are US citizens.
You are a 'tax resident' oftheUnited States. You can become a tax resident undertwo rules: 1) The 'substantial presence test'. Thisis a 'day count test and based on the number of days you are in the US over a three year period and 2) The 'green card' test. A person who has obtained a 'green card' has been granted the right to lawful permanent residence in the United States.

If you have any questions about these definitions or require further details about how to complete this form then please contact your tax adviser.

NOTHING IN THIS DOCUMENT CAN BE CONSIDERED TO BE TAX ADVICE.

Corporate Information

Directors

Peter Frederick Dicks(Chairman) Charlotta Ginman Jeremy JohnHamer Jocelin Montague StJohnHarris (all ofthe registered office)

Registered Office

c/o ISCA Administration Services Limited Suite 8, BridgeHouse Courtenay Street Newton Abbot TQ12 2QS Telephone: 01392 487056 Email: [email protected] Website:www.unicornaimvct.co.uk

Company Number

04266437

Investment Manager and Promoter

Unicorn Asset Management Limited First Floor Office Preacher's Court The Charterhouse Charterhouse Square London EC1M 6AU

Company Secretary and Administrator

ISCA Administration Services Limited Suite 8, BridgeHouse Courtenay Street Newton Abbot TQ12 2QS

Solicitors

Shakespeare Martineau LLP 60 Gracechurch Street London EC3V 0HR

Sponsor and Stockbroker Panmure Gordon (UK) Limited One NewChange London EC4M 9AF

Distributor LGBR Capital London Limited CandlewickHouse 120 Cannon Street London EC4N 6AS

Receiving Agent

Capita Asset Services Corporate Actions The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

Registrars Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

Auditors

BDO LLP 55 Baker Street London W1U 7EU

Custodian

The Bank of NewYork Mellon One Canada Square London E14 5AL

Bankers

National Westminster Bank plc City of London Office PO Box 12264 1 Princes Street London EC2R 8PB

Unicorn Asset Management Limited First Floor Offi ce, Preacher's Court, The Charterhouse Charterhouse Square, London EC1M 6AU 0207 253 0889 www.unicornam.com

AI Terminal

UNICORN AIM VCT PLC

4813_prs_2017-07-25_9ec3dd11-b37f-4365-b6c9-002bd0300ee9.pdf

Prospectus and Application Form

UNICORN

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

UNICORN AIM VCT PLC

Offer for Subscription to raise up to £30 million with an over-allotment facility to raise up to a further £20 million through the issue of New Shares

Contents

Summary

Risk Factors

General Risks

Risks relating to the Shares

Investment and Market Risks

Tax and Legislative Related Risks

Gearing and interest rate related risks

Investment Manager

Offer Timetable, Statistics & Costs

Indicative Offer Timetable

Offer Statistics

Offer Price, Costs and Commissions

Letter from the Chairman

Dear Investor

Introduction

The Opportunity

The Investment Manager

Letter from the Chairman

The Offer

Tax Benefits

Next Steps

Part I – Investment Opportunity

Attractive Investment Opportunity Part I – Investment Opportunity The Investment Manager operates a team-based approach to investment management and its committed and well-resourced investment

Performance

NAV per Share, Cumulative Dividends Paid & Cumulative Total Shareholder Return*

Earnings per Share*

Awards

Part II – The Offer

Terms of the Offer

Closing Date and Receipt of Applications

The Allotment Formula

Offer Price

VCT Tax Reliefs

Offer Costs

Adviser Charges

'Execution-Only' Intermediary Commissions

Commission Arrangements on Existing Shareholdings

Example of the Allotment Formula

Use of Funds

Part III – The Board and the Investment Manager

The Board

The Directors are:

Peter Dicks (Chairman) (74)

Charlotta Ginman FCA (52)

Jeremy Hamer (65)

Jocelin Harris (71)

The Investment Manager

Senior Management Team

Chris Hutchinson, Director and Senior Investment Manager

Paul Harwood, Non-Executive Director, Chairman of the Investment Committee

Fraser Mackersie, Fund Manager

Simon Moon, Fund Manager

Alex Game, Junior Fund Manager

Max Ormiston, Junior Fund Manager

Part IV – Investment Objective and Policy

Investment Objective

Investment Policy

Asset mix

Borrowing

Part V - Management and Administration

Fees and Expenses

Annual Expenses Cap

VCT Status Monitoring

Custody Arrangements

Dividend Policy

Share Buy-Backs

Duration of the Company

Valuation Policy

Investor Communications

Part VI – Largest Investments

Cash and Liquidity Funds