REG - Triple Point Inc VCT - Annual Financial Report <Origin Href="QuoteRef">TPV1.L</Origin> - Part 5
15/06/2017 15:06
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45 273 166 693
Administration Fees 33 6 35 34 108 35 7 34 21 97
206 38 314 307 865 244 52 307 187 790
6. Legal and Professional Fees *
Legal and professional fees include remuneration paid to the Company's auditor, Grant Thornton UK LLP, as shown in the
following table:
Year ended Year ended
31 March 2017 31 March 2016
Ord. A C D Ord. A C D
Shares Shares Shares Shares Total Shares Shares Shares Shares Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Fees payable to the Company's auditor:
- for the audit of the financial statements 7 2 9 9 27 10 2 8 7 27
- for taxation compliance services - - - - - 1 - 1 1 3
7 2 9 9 27 11 2 9 8 30
7. Directors' Remuneration *
Year ended Year ended
31 March 2017 31 March 2016
Ord. A C D Ord. A C D
Shares Shares Shares Shares Total Shares Shares Shares Shares Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
David Frank 6 1 6 5 18 6 2 5 5 18
Simon Acland 5 1 5 5 16 5 1 4 5 15
Michael Stanes 5 - 5 6 16 6 1 5 3 15
Total 16 2 16 16 50 17 4 14 13 48
The only remuneration received by the Directors was their Directors' fees. The Company has no employees other than the
Non-Executive Directors. The average number of Non-Executive Directors in the year was three. Full disclosure of Directors'
remuneration is included in the Directors' Remuneration report.
* Disclosure by share class is unaudited
8. Taxation *
Year ended Year ended
31 March 2017 31 March 2016
Ord. A C D Ord. A C D
Shares Shares Shares Shares Total Shares Shares Shares Shares Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Profit/(loss) on ordinary activities before tax 429 73 957 652 2,111 729 (39) 807 377 1,874
Corporation tax @ 20% 86 15 192 130 423 146 (8) 162 75 375
Effect of: -
Capital (gains)/losses not taxable (52) (2) (103) (7) (164) (84) 93 (65) - (56)
Income received not taxable - - - - - (46) (87) - - (133)
Disallowed expenditure - - - - 3 1 - 10 14
Unrelieved tax losses arising in the year - - - (1) - - - (1)
Prior year adjustment (3) (1) - (9) (13) 3 - 1 - 4
Tax charge 31 12 89 114 246 21 (1) 98 85 203
Capital gains and losses are exempt from corporation tax due to the Company's status as a Venture Capital Trust.
9. Earnings/(loss) per Share
Earnings per Ordinary Share is 2.05p (2016: 3.64p) based on the profit after tax of £398,000 (2016: £708,000) and on the
weighted average number of shares in issue during the period of 19,463,120 (2016:19,474,787).
Earnings per A Share is 1.18p (2016: loss 0.72p) based on the profit after tax of £61,000 (2016: loss £38,000) and on the
weighted average number of shares in issue during the period of 5,131,353 (2016: 5,131,353).
Earnings per C Share are 6.46p (2016: 5.27p) based on the profit after tax of £868,000 (2016: £709,000) and on the weighted
average number of shares in issue during the period of 13,441,438 (2016: 13,441,438).
Earnings per D Share are 3.93p (2016: 2.19p) based on the profit after tax of £538,000 (2016: £292,000) and on the weighted
average number of shares in issue during the period of 13,701,636 (2016: 13,325,044).
There were no changes to the number of shares in issue during the year therefore the weighted average number of shares in
issue during the year for all share classes is equal to the number of shares at 31 March 2017.
There are no potentially dilutive capital instruments in issue and, therefore, no diluted return per share figures are
included in these Financial Statements.
* Disclosure by share class is unaudited
10. Financial Assets at Fair Value through Profit or Loss
Investments
Fair Value Hierarchy:
Level 1: quoted prices on active markets for identical assets or liabilities. The fair value of financial instruments
traded on active markets is based on quoted market prices at the balance sheet date. A market is regarded as active where
the market in which transactions for the asset or liability takes place with sufficient frequency and volume to provide
pricing information on an ongoing basis. The quoted market price used for financial assets held by the Company is the
current bid price. These instruments are included in level 1.
Level 2: the fair value of financial instruments that are not traded on active markets is determined by using valuation
techniques. These valuation techniques maximise the use of observable inputs including market data where it is available
either directly or indirectly and rely as little as possible on entity specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: the fair value of financial instruments that are not traded on an active market (for example, investments in
unquoted companies) is determined by using valuation techniques such as discounted cash flows. If one or more of the
significant inputs is based on unobservable inputs including market data, the instrument is included in level 3.
There have been no transfers between these classifications in the period. Any change in fair value is recognised through
the Statement of Comprehensive Income.
Further details of these investments are provided in the Investment Manager's Review and Investment Portfolio.
The Company's Investment Manager performs valuations of financial items for financial reporting purposes, including Level 3
fair values. Valuation techniques are selected based on the characteristics of each instrument, with the overall objective
of maximising the use of market-based information.
Level 3 valuations include assumptions based on non-observable data with the majority of investments being valued on
discounted cash flows or price of recent transactions.
Valuation techniques and unobservable inputs:
Sector Valuation Techniques Significant unobservable inputs Inter relationship between significant unobservable inputs and fair value measurement
Estimated fair value would increase/(decrease) if:
Cinema Digitisation · Discounted cash flows: The valuation model considers the present value of expected payment, discounted using a risk-adjusted discount rate. · Discount rate 4.50% · The discount rate was lower/(higher)
Hydroelectric Power · Discounted cash flows: The valuation model considers the present value of expected payment, discounted using a risk-adjusted discount rate. · Discount rate between 9% and 11.10%· Inflation rate 2% · The discount rate was lower/(higher) · The inflation rate was higher/(lower)
Solar · Discounted cash flows: The valuation model considers the present value of expected payment, discounted using a risk-adjusted discount rate. · Discount rate 8% · Inflation rate 2% · The discount rate was lower/(higher)· The inflation rate was higher/(lower)
Consideration has been given whether the effect of changing one or more inputs to reasonably possible alternative
assumptions would result in a significant change to the fair value measurement. Each unquoted portfolio company has been
reviewed in order to identify the sensitivity of the valuation methodology to using alternative assumptions.
Where discount rates have been applied to the unquoted investments, alternative discount rates have been considered. Two
alternative scenarios for each investment have been modelled, a more prudent assumption (downside case) and a more
optimistic assumption (upside case). Applying the downside alternative, the aggregate change in value of the unquoted
investments would be £1.3 million or 5.9 per cent lower. Using the upside alternative the aggregate value of the unquoted
investments would be £1.9 million or 8.6 per cent higher.
Movements in investments held at fair value through the profit or loss during the year to 31 March 2017 were as follows:
Year ended 31 March 2017 * Level 3 Unquoted Investments
Ord Shares A Shares C Shares D Shares Total
£'000 £'000 £'000 £'000 £'000
Opening cost 11,789 950 13,807 13,090 39,636
Opening investment holding losses 203 - 325 - 528
Opening fair value 11,992 950 14,132 13,090 40,164
Transfers between share classes (411) - (350) 761 -
Disposal proceeds (742) - (136) (762) (1,640)
Investment holding gains 258 7 514 36 815
Reclassification as assets held for sale 608 - - - 608
Closing fair value at 31 March 2017 11,705 957 14,160 13,125 39,947
Closing cost 11,111 950 13,321 13,089 38,471
Closing investment holding gains 594 7 839 36 1,476
Year ended 31 March 2016 * Level 3 Unquoted Investments
Ord Shares A Shares C Shares D Shares Total
£'000 £'000 £'000 £'000 £'000
Opening cost 7,759 875 13,126 7,432 29,192
Opening investment holding (losses)/gains 128 15 - - 143
Opening fair value 7,887 890 13,126 7,432 29,335
Purchases at cost 5,878 950 1,511 8,368 16,707
Disposal proceeds (1,849) - (830) (2,711) (5,390)
Realised gains/(losses) 1 - - 1 2
Investment holding losses 75 (101) 325 - 299
Reclassification as assets held for sale - (789) - - (789)
Closing fair value at 31 March 2016 11,992 950 14,132 13,090 40,164
Closing cost 11,789 950 13,807 13,090 39,636
Closing investment holding losses 203 - 325 - 528
All investments are designated as fair value through the profit or loss at the time of acquisition and all capital gains or
losses arising on investments are so designated. Given the nature of the Company's venture capital investments, the changes
in fair values of such investments recognised in these Financial Statements are not considered to be readily convertible to
cash in full at the balance sheet date and accordingly any gains or losses on these items are treated as unrealised.
* Disclosure by share class is unaudited
Material disposals during the year
Investee Company Cost Opening Valuation Disposal Realised Gain/(loss)
£ £ £ £
Green Highland Shenval Ltd 504,000 504,000 504,000 -
Kinlochteacius Hydro Ltd 761,319 761,319 761,319 -
1,265,319 1,265,319 1,265,319 -
11. Assets Held for Sale *
Year ended Year ended
31 March 2017 31 March 2016
Ord. A C D Ord. A C D
Shares Shares Shares Shares Total Shares Shares Shares Shares Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Aeris Power Ltd - 424 - - 424 - 424 - - 424
Craighulliar Energy Ltd - 365 - - 365 - 365 - - 365
Green Energy for Education Ltd - - - - - 608 - - - 608
- 789 - - 789 608 789 - - 1,397
Green Energy for Education Ltd previously treated as an asset held for sale has been reclassified as a financial asset at
fair value through profit or loss as at 31 March 2017, following the Investment Managers recommendation not to sell the
investment in the next 12 months.
Assets held for Sale are measured at fair value through profit and loss at the discounted price expected to be achieved
through the expected sale after the year end. Income for the year relating to these investments amounted to £36,000 and
expenses were £nil. These assets are fair value through profit or loss and classified as Level 3 (2016: Level 3).
* Disclosure by share class is unaudited
12. Receivables *
31 March 2017 31 March 2016
Ord. Shares A Shares C Shares D Shares Total Ord. Shares A Shares C Shares D Shares Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Receivables 332 311 74 1,003 1,720 321 313 1 545 1,180
Prepayments and accrued income 2 - 2 2 6 13 - 1 16 30
334 311 76 1,005 1,726 334 313 2 561 1,210
13. Cash and Cash Equivalents
Cash and cash equivalents comprise deposits with The Royal Bank of Scotland plc.
14. Payables and Accrued Expenses *
31 March 2017 31 March 2016
Ord. Shares A Shares C Shares D Shares Total Ord. Shares A Shares C Shares D Shares Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Payables 52 9 78 81 220 - - 77 - 77
Accrued expenses 10 2 11 10 33 67 14 90 68 239
62 11 89 91 253 67 14 167 68 316
15. Share Capital
31 March 2017 31 March 2016 Ordinary Shares of £0.01 each Issued & Fully Paid No. Of Shares 19,463,120 19,463,120 Par Value £'000 195 195 A Ordinary Shares of £0.01
each Issued & Fully Paid Number of shares 5,131,353 5,131,353 Par Value £'000 51 51 C Ordinary Shares of £0.01 each Issued & Fully Paid Number of shares 13,441,438
13,441,438 Par Value £'000 135 135 D Ordinary Shares of £0.01 each Issued & Fully Paid Number of shares 13,701,636 13,701,636 Par Value £'000 137 137 Total Shares
of £0.01 each Issued & Fully Paid Number of shares 51,737,547 51,737,547 Par Value £'000 518 518
31 March 2017
31 March 2016
Ordinary Shares of £0.01 each
Issued & Fully Paid
No. Of Shares
19,463,120
19,463,120
Par Value £'000
195
195
A Ordinary Shares of £0.01 each
Issued & Fully Paid
Number of shares
5,131,353
5,131,353
Par Value £'000
51
51
C Ordinary Shares of £0.01 each
Issued & Fully Paid
Number of shares
13,441,438
13,441,438
Par Value £'000
135
135
D Ordinary Shares of £0.01 each
Issued & Fully Paid
Number of shares
13,701,636
13,701,636
Par Value £'000
137
137
Total Shares of £0.01 each
Issued & Fully Paid
Number of shares
51,737,547
51,737,547
Par Value £'000
518
518
The rights attached to each class of share are disclosed in the Directors' Report on pages 25 and 26.
On 15 May 2017 a new E Share Class offer closed with a total of 28,949,575 E Shares being issued.
* Disclosure by share class is unaudited
16. Financial Instruments and Risk Management
The Company's financial instruments comprise VCT qualifying investments and non-qualifying investments, cash balances and
liquid resources including debtors and creditors. The Company holds financial assets in accordance with its investment
policy detailed in the Strategic Report on pages 5 and 6.
The following table discloses the financial assets and liabilities of the Company in the categories defined by
IAS 39, "Financial Instruments; Recognition & Measurement".
Total value Loan and receivables Financial liabilities held at amortised cost Designated at fair value through profit or loss
31 March 2017
Assets:
Financial assets at fair value through profit or loss 39,947 - - 39,947
Assets held for Sale 789 - - 789
Receivables 1,720 1,720 - -
Cash and cash equivalents 2,534 2,534 - -
44,990 4,254 - 40,736
Liabilities:
Other payables 220 - 220 -
Taxation payable 264 - 264 -
Accrued expenses 33 - 33 -
517 - 517 -
31 March 2017
Assets:
Financial assets at fair value through profit or loss 40,164 - - 40,164
Assets held for Sale 1,397 - - 1,397
Receivables 1,180 1,180 - -
Cash and cash equivalents 1,032 1,032 - -
43,773 2,212 - 41,561
Liabilities:
Other payables 77 - 77 -
77 - 77 -
Fixed Asset Investments (see note 10 and note 11) are valued at fair value. Unquoted investments are carried at fair value
as determined by the Directors in accordance with current venture capital industry guidelines. The fair value of all other
financial assets and liabilities is represented by their carrying value in the balance sheet. The Directors believe that
where an investee company's enterprise value, which is equivalent to fair value, remains unchanged since acquisition, that
investment should continue to be held at cost less any loan repayments received. Where they consider the investee company's
enterprise value has changed since acquisition, that should be reflected by the investment being held at a value measured
using a discounted cash flow model.
In carrying out its investment activities, the Company is exposed to various types of risk associated with the financial
instruments and markets in which it invests. The Company's approach to managing its risks is set out below together with a
description of the nature of the financial instruments held at the balance sheet date:
Market Risk
The Company's VCT qualifying investments are held in small and medium-sized unquoted companies which, by their nature,
entail a higher level of risk and lower liquidity than investments in large quoted companies. The Directors and Investment
Manager aim to limit the risk attached to the portfolio as a whole by careful selection and timely realisation of
investments by carrying out rigorous due diligence procedures and by maintaining a spread of holdings in terms of industry
sector and geographical location. The Board reviews the investment portfolio with the Investment Manager on a regular
basis. Details of the Company's investment portfolio at the balance sheet date are set out on pages 17 to 23.
An increase of 1% in the value of investments would increase the capital profits for the period and the net asset value at
31 March 2017 by £407,000. A decrease of 1% would reduce the capital profits and net asset value by the same amount. A
movement of 1% is used as a multiple to demonstrate the impact of varying changes on the capital profits and net asset
value of the Company.
Interest Rate Risk
Some of the Company's financial assets are interest bearing, of which some are at fixed rates and some at variable rates.
As a result, the Company is exposed to interest rate risk arising from fluctuations in the prevailing levels of market
interest rates.
Investments made into VCT qualifying holdings are part equity and part loan. The loan element of investments totals
£18,949,000 (2016: £19,252,000) and is subject to fixed interest rates for the five year loan terms and as a result there
is no cashflow interest rate risk. As the loans are held in conjunction with equity and are valued in combination as part
of the enterprise value, fair value risk is considered part of market risk.
The amounts held in variable rate investments at the balance sheet date are as follows:
31 March 2017 31 March 2016
£'000 £'000
Cash on deposit 2,534 1,032
2,534 1,032
An increase in interest rates of 1% per annum would not have a material effect either on the revenue for the year or the
net asset value at 31 March 2017. The Board believes that in the current economic climate a movement of 1% is a reasonable
illustration.
Credit Risk
Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into
with the Company. The Investment Manager and the Board carry out a regular review of counterparty risk. The carrying value
of the financial assets represent the maximum credit risk exposure at the balance sheet date.
31 March 2017 31 March 2016
£'000 £'000
Qualifying Investment loans 18,949 19,252
Non Qualifying Investment loans 8,220 9,352
Cash on deposit 2,534 1,032
Receivables 1,720 1,180
31,423 30,816
The Company's bank accounts are maintained with The Royal Bank of Scotland plc ("RBS") whose credit quality and financial
position are monitored by the Investment Manager.
Credit risk arising on unquoted loan stock held within unlisted investments is considered to be part of market risk as
disclosed above.
Foreign Currency Risk
The Company does not have exposure to material foreign currency risks.
Liquidity Risk
The Company's financial assets include investments in unquoted equity securities which are not traded on a recognised stock
exchange and which are illiquid. As a result the Company may not be able to realise some of its investments in these
instruments quickly at an amount close to their fair value in order to meet its liquidity requirements.
The Company's liquidity risk is managed on a continuing basis by the Investment Manager in accordance with policies and
procedures laid down by the Board. The Company's overall liquidity risks are monitored by the Board on a quarterly basis.
The Board maintains a liquidity management policy where cash and future cash flows from operating activities will be
sufficient to pay expenses. At 31 March 2017 cash amounted to £2,534,000 (2016: £1,032,000).
17. Net Asset Value per Share
The net asset value per Ordinary Share is 69.74p (2016: 67.69p) and is based on Net Assets of £13,573,000 (2016:
£13,175,000) divided by the 19,463,120 (2016: 19,463,120) Ordinary Shares in issue.
The net asset value per A Ordinary Share is 42.46p (2016: 41.28p) and is based on Net Assets of £2,179,000 (2016:
£2,118,000) divided by the 5,131,353 (2016: 5,131,353) A Ordinary Shares in issue.
The net asset value per C Ordinary Share is 106.49p (2016: 105.03p) and is based on Net Assets of £14,314,000 (2016:
£14,118,000) divided by the 13,441,438 (2016: 13,441,438) C Ordinary Shares in issue.
The net asset value per D Ordinary Share is 105.19p (2016: 101.26p) and is based on Net Assets of £14,413,000 (2016:
£13,875,000) divided by the 13,701,636 (2016: 13,701,636) D Ordinary Shares in issue.
18. Commitments and Contingencies
The Company has no outstanding commitments or contingent liabilities.
19. Relationship with Investment Manager
During the period, TPIM received £864,459 which has been expensed (2016: £790,444) for providing management and
administrative services to the Company. At 31 March 2017 £220,315 was owing to TPIM (2016: £278,385).
20. Related Party Transactions
The Directors' Remuneration Report on pages 34 to 36 discloses the Directors remuneration and shareholdings.
21. Post Balance Sheet Events
During the year the Company's shareholders approved proposals for a new E Share Class offer. At the year end no shares had
been issued. The Offer closed on 15 May 2017 raising £30 million with a total of 28,949,575 E Shares being issued.
22. Dividends
The Company paid its first dividend to C Class Shareholders of £672,072 equal to 5p per share on 8 July 2016.
The Board has resolved to pay a dividend to Ordinary Class Shareholders of £1,459,734 equal to 7.5p per share which will
paid on 14 July 2017 to shareholders on the register on 30 June 2017.
The Board has resolved to pay a dividend to A Class Shareholders of £1,282,838 equal to 25p per share which will paid on 14
July 2017 to shareholders on the register on 30 June 2017.
The Board has resolved to pay a dividend to C Class Shareholders of £672,072 equal to 5p per share which will be paid on 14
July 2017 to shareholders on the register on 30 June 2017.
The Board has resolved to pay the first dividend to D Class Shareholders of £685,082 equal to 5p per share which will paid
on 14 July 2017 to shareholders on the register on 30 June 2017.
Information
Details of Advisers
Secretary and Registered Office:
Triple Point Investment Management LLP
18 St Swithin's Lane
London
EC4N 8AD
Registered Number
06421083
FCA Registration number
659457
Investment Manager and Administrator
Triple Point Investment Management LLP
18 St Swithin's Lane
London
EC4N 8AD
Tel: 020 7201 8989
Independent Auditor
Grant Thornton UK LLP
Chartered Accountants and Statutory Auditor
30 Finsbury Square
London
EC2P 2YU
Solicitors
Howard Kennedy LLP
No. 1 London Bridge
London
SE1 9BG
Registrars
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
VCT Taxation Advisers
Philip Hare & Associates LLP
First floor
4-6 Staple Inn
Holborn
London
WC1V 7QH
Bankers
The Royal Bank of Scotland plc
54 Lime Street
London
EC3M 7NQ
Shareholder Information
The Company
Triple Point Income VCT plc (formerly TP70 2008(I) VCT plc) is a Venture Capital Trust. The Investment Manager is Triple
Point Investment Management LLP.
Financial Calendar
The Company's financial calendar is as follows:
19 July 2017 Annual General Meeting
November 2017 Interim report for the six months ending 30 September 2017 despatched
June 2018 Results for the year to 31 March 2018 announced; Annual Report and Financial
Statements published.
Notice of Annual General Meeting
NOTICE is hereby given that the Annual General Meeting of Triple Point Income VCT plc will be held at 18 St. Swithin's
Lane, EC4N 8AD at 1.30pm on Thursday, 19 July 2017 for the following purposes:
Ordinary Business
1. To receive, consider and adopt the Report of the Directors and Financial Statements for the year ended 31 March 2017
together with the Independent Auditors Report thereon (Ordinary Resolution).
2. To approve the Directors' Remuneration Report for the year ended 31 March 2017 (Ordinary Resolution).
3. To approve the Directors' Remuneration Policy (Ordinary Resolution)
4. To re-elect David Frank as a Director (Ordinary Resolution).
5. To re-appoint Grant Thornton UK LLP as auditor and determine their remuneration (Ordinary Resolution).
Special Business
6. That the Company be and is hereby authorised in accordance with s701 of the Companies Act 2006 (the "Act") to make one
or more market purchases (as defined in section 693(4) of the Act) of Ordinary Shares, A Shares, C Shares, D Shares and E
Shares provided that:
(i) the maximum aggregate number of Ordinary Shares authorised to be purchased is an amount equal to 10% of the
issued Ordinary Shares as at the date of this Resolution;
(ii) the maximum aggregate number of A Shares authorised to be purchased is an amount equal to 10% of the issued A
Shares as at the date of this Resolution;
(iii) the maximum aggregate number of C Shares authorised to be purchased is an amount equal to 10% of the issued C
Shares as at the date of this Resolution;
(iv) the maximum aggregate number of D Shares authorised to be purchased is an amount equal to 10% of the issued D
Shares as at the date of this Resolution;
(v) the maximum aggregate number of E Shares authorised to be purchased is an amount equal to 10% of the issued E
Shares as at the date of this Resolution;
(vi) the minimum price which may be paid for an Ordinary Share, A Share, C Share, D Share or E Share is 1 pence;
(vii) the maximum price which may be paid for an Ordinary Share, A Share, C Share, D Share or E Share is an amount,
exclusive of expenses, equal to 105 per cent. of the average of the middle market prices for the Ordinary Shares, A
Shares, C Shares, D Shares or E Shares as derived from the Daily Official List of the UK Listing Authority for the five
business days immediately preceding the day on which that Ordinary Share, A Share, C Share, D Share or E Shares (as
applicable) is purchased; and
(viii) this authority shall expire either at the conclusion of the next Annual General Meeting of the Company or 15
months following the date of the passing of this Resolution, whichever is the first to occur (unless previously renewed,
varied or revoked by the Company in general meeting), provided that the Company may, before such expiry, make a contract to
purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a
purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired. (Special
Resolution).
By Order of the Board
David Frank
Director
Registered Office:
18 St Swithin's Lane
London
EC4N 8AD
15 June 2017
Notes:
(i) A member entitled to vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll,
vote on his or her behalf. A proxy need not be a member of the Company.
(ii) A form of proxy is enclosed. To be effective, the instrument appointing a proxy (together with the power of
attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority) must be
deposited at or posted to the office of the registrars of the Company, Neville Registrars Limited, Neville House, 18 Laurel
Lane, Halesowen, West Midlands B63 3DA, so as to be received not less than 48 hours before the time fixed for the Meeting.
Completion and return of the form of proxy will not preclude a member from attending or voting at the Meeting in person if
he or she so wishes.
(iii) Members who hold their shares in uncertificated form must be entered in the Company's register of Members 48
hours before the Meeting to be entitled to attend or vote at the Meeting. Such shareholders may only cast votes in respect
of Ordinary Shares held by them at such time.
(iv) Copies of the service contracts of each of the Directors, the register of Directors' interests in shares of the
Company kept in accordance with the Listing Rules and a copy of the Memorandum and Articles of Association of the Company,
will be available for inspection at the registered office of the Company during usual business hours on any week day
(Saturdays, Sundays and public holidays excepted) from the date of this notice until the date of the Annual General Meeting
and at the place of the Annual General Meeting from at least 15 minutes prior to and until the conclusion of the Annual
General Meeting.
Form of Proxy
Relating to the 2017 Annual General Meeting of Triple Point Income VCT plc
I/We…………………………………………………………………………………………………………………………
BLOCK CAPITALS PLEASE - Name in which shares registered
of……………………………………………………………………………………………………………………………
hereby appoint…………………………………………………………………………………………………………….
or failing him/her the Chairman of the meeting to be my/our proxy and vote for me/us on my/our behalf at the Annual General
Meeting of the Company to be held at 1.30pm on Thursday 19 July 2017, notice of which was sent to shareholders with the
Directors' Report and the Accounts for the period ended 31 March 2017, and at any adjournment thereof. The proxy will vote
as indicated below in respect of the resolutions set out in the notice of meeting:
Resolution number For Against Withheld
1. To receive, consider and adopt the Report of the Directors and the Financial Statements for the year ended 31 March 2017 together with the Independent Auditors Report.
2. To approve the report set out in the Directors' Remuneration Report for the year ended 31 March 2017.
3. To approve the Directors' Remuneration Policy.
4. To re-elect David Frank as a Director.
5. To re-appoint Grant Thornton UK LLP as auditor and determine their remuneration.
6. To authorise the Directors to make market purchases of the Company's own shares (Special Resolution).
Signed: ....................................................................... Dated:
................................................ ..2017
Notes
1. A member wishing to appoint a person other than the Chairman of the meeting as proxy should insert the name and
address of such person in the space provided.
2. Use of the proxy form does not preclude a member from attending and voting in person.
3. Where this form of proxy is executed by a corporation it must be either under its seal or under the hand of an officer
or attorney duly authorised.
4. If the proxy form is signed and returned without any indication as to how the proxy shall vote, the proxy will
exercise his/her discretion as to whether and how he/she votes.
5. To be valid, the proxy form must be received by Neville Registrars at Neville House, 18 Laurel Lane, Halesowen, West
Midlands B63 3DA no later than 48 hours before the commencement of the meeting.
This information is provided by RNS
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