Calculus Vct Regulatory News (CLC)

INVESTEC STRUCTURED PRODUCTS CALCULUS VCT PLC - Annual Financial Report

PR Newswire

London, June 12

INVESTEC STRUCTURED PRODUCTS CALCULUS VCT PLCANNUAL FINANCIAL REPORTFOR THE YEAR ENDED 28 FEBRUARY 2015

The full Annual Report and Accounts can be accessed via the following websites: www.calculuscapital.com and www.investecstructuredproducts.com or by contacting the Company Secretary on telephone 01392 477500.

INVESTMENT OBJECTIVE

The Company’s principal objectives for investors are to:

• invest in a portfolio of Venture Capital Investments and Structured Products that will provide investment returns that are sufficient to allow the Company to maximise annual dividends and pay an interim return either by way of a special dividend or cash offer for shares on or before an interim return date;

• generate sufficient returns from a portfolio of Venture Capital Investments that will provide attractive long-term returns within a tax efficient vehicle beyond an interim return date;

• review the appropriate level of dividends annually to take account of investment returns achieved and future prospects; and

• maintain VCT status to enable qualifying investors to retain their income tax relief of up to 30 per cent. on the initial investment and receive tax-free dividends and capital growth.

Full details of the Company’s investment policy can be found below, within the Strategic Report.

FINANCIAL REVIEW

STRATEGIC REPORT

The Strategic Report has been prepared in accordance with the requirements of Section 414A of the Companies Act 2006 (the “Act”). Its purpose is to inform members of the Company and help them assess how the Directors have performed their legal duty under Section 172 of the Act, to promote the success of the Company.

CHAIRMAN’S STATEMENT

I am delighted to present your Company’s results for the year ended 28 February 2015. The Investec Structured Products Calculus VCT plc is a tax efficient listed company which aims to address shareholder needs for:

• attractive tax-free dividends;

• a clear strategy for returning capital;

• downside protection through the Structured Products portfolio and investment in lower risk VCT qualifying companies with a high percentage of investments in loan stock and preference shares; and

• low annual management fees.

The Company, which launched in March 2010, is a joint venture between Investec Structured Products (part of Investec Plc) and Calculus Capital Limited, and brings together both Managers’ award winning expertise in their respective fields of Structured Products and venture capital.

The majority of investments are in qualifying growth companies of which only a proportion can be invested in loan stocks and redeemable preference shares which generate an income. The remainder of the investments are in Structured Products which do not provide income but generate a capital return. Consequently, the Company has shown a negative revenue return and a positive capital return.

The net asset value per ordinary share was 66.4 pence as at 28 February 2015 compared to 95.2 pence as at 28 February 2014. This is after paying a dividend to ordinary shareholders in July 2014 of 5.25 pence per share and a special dividend of 22.0 pence per share in November 2014, bringing the total cumulative shareholder value to 109.4 pence per ordinary share.

The net asset value per C share was 90.1 pence as at 28 February 2015 compared to 91.4 pence as at 28 February 2014. This is after paying a dividend to C shareholders in 2014 of 4.5 pence per share, bringing total cumulative shareholder value to 103.6 pence per C share.

The net asset values have subsequently decreased to 64.9 pence per ordinary share and 88.2 pence per C share as at 30 April 2015.

Structured Products Portfolio

Our non-Qualifying Investments are managed by Investec Structured Products. As at 28 February 2015, both the Ordinary Share Fund and the C Share Fund held a portfolio of one Structured Product each based on the FTSE 100 Index. The products differ by duration and counterparty in order to minimise risk and create a diversified portfolio of investments. Up to 20 per cent. of the Structured Products portfolio of the C Share Fund will be able to be invested in other indices besides the FTSE 100 Index.

The Structured Products portfolio continues to perform well. As at 30 April 2015, the FTSE 100 was trading at 6,690.63. This means that while the level of the FTSE 100 will change, if the Structured Products in both the Ordinary Share Fund and C Share Fund were to mature at this level, they would yield the maximum payoff for investors in each share fund.

Venture Capital Investments

Calculus Capital manages the portfolio of VCT Qualifying Investments made by the Company. During the year, no new Qualifying Investments were made. The Ordinary Share Fund redeemed £150,000 loan stock in MicroEnergy in March 2014, £210,000 in Tollan Energy in July 2014 and £100,000 in Metropolitan in February 2015. The C Share Fund redeemed £45,000 loan stock in Terrain Energy in January 2015 and £50,000 in Metropolitan in February 2015.

An analysis of the Qualifying Investments can be found in the Investment Manager’s Review that follows this Statement.

2015 Final Dividend

In line with our aim to provide a regular tax-free dividend stream, the Directors are pleased to propose a final dividend of 5.25 pence per ordinary share and 4.5 pence per C share which, subject to shareholder approval, will be paid on 29 July 2015 to shareholders on the register on 26 June 2015. This will take cumulative dividends paid to 48.25 pence per Ordinary share and 18 pence per C Share.

Interim Return on Ordinary Shares

Within the Company’s original subscription documents dated 3 March 2010, it was stated that the Company’s aim with regard to the Ordinary shares was to provide investment returns which would allow the Company to provide an interim return of at least 70p per Ordinary share by 14 December 2015. In November 2014 the Company paid a special dividend of 22 pence per share, which in addition to the final dividends paid to date brings the total return to 43 pence per share. As disclosed above the board have proposed a final dividend for 2015 of 5.25 pence per share. At this stage the Board anticipates being in a position to pay a further 21.75 pence to Ordinary shareholders by 14 December 2015 in order to meet the target interim return.

Annual General Meeting

We hope that as many shareholders as possible will attend the Company’s Annual General Meeting, which will be held at 11.00 am on Tuesday, 21 July 2015 at the offices of Investec Structured Products, 2 Gresham Street, London, EC2V 7QP.

Outlook

We believe that the Company’s strategy, in respect of both its Structured Products portfolio and Qualifying Investments portfolio, is proving effective. The success of the Structured Products portfolio, thus far, has provided the basis for tax-free dividend returns to shareholders whilst enabling the construction of a portfolio of Qualifying Investments to generate longer-term returns. The Company achieved its required level of being greater than 70 per cent. invested in Qualifying Investments by 28 February 2014 and has remained above this level thereafter. The level at 28 February 2015 was 82.6 per cent. This calculation covers both the Ordinary Share Fund and the C Share Fund but is calculated for the Company as a whole. The rate of investment in new Qualifying Investments is, therefore, likely to lessen going forward.

We are in an environment of good economic performance albeit with continued uncertainty in the Eurozone. The economic background is, therefore, more supportive for an uplift in value over time in the qualifying portfolio than it has been hitherto. We believe the portfolio is well placed to take advantage of the recovery going forward. The Investment Manager’s ‘hands on’ style should also help to develop and, in some cases, protect value and contribute to the delivery of future returns to shareholders.

Michael O’HigginsChairman12 June 2015

INVESTMENT MANAGER’S REVIEW(Qualifying Investments)

Investec Structured Products Calculus VCT plc - Investment Manager’s Report

Calculus Capital Limited manages the portfolio of Qualifying Investments made by the Company. To maintain its qualifying status as a Venture Capital Trust, the Company needed to be greater than 70 per cent. invested in Qualifying Investments by the end of the relevant third accounting period and to maintain it thereafter. At 28 February 2015, the qualifying percentage for the Company was 82.6 per cent.

During the year under review, the Company made no new Qualifying Investments. The qualifying portfolio showed an increase in value of 2.5 per cent in the year to 28 February 2015 on a like-for-like basis.

AnTech Limited (“Antech”) - Ordinary share portfolio

AnTech is a specialist engineering design and manufacturing company providing a range of electro-mechanical products to the upstream oil and gas industry. Founded in 1994, AnTech consists of two divisions:

After significant testing, the first commercial use of this tool string with Lunedin in France was successfully completed in H2 2014. Results exceeded expectations and negotiations with Saudi Aramco continue (the world’s largest oil company) continue with a view to its use commercially in Saudi Arabia. Following delivery of its first two CTD Services contracts, AnTech will be well placed to develop as an international oil and gas services business with major growth in the coming years. The current low oil price environment is expected to have a mixed impact on the business: the growth rate of the Products division has not yet, but may, slow whilst the CTD Services division, with its emphasis on maximising returns from mature oil fields, is likely to be a beneficiary.

Brigantes Energy Limited (“Brigantes”) - Ordinary share portfolio

Brigantes and Corfe (details of which follow) were initially intended to be one investment but were split for structural efficiency reasons. They were originally each established to hold certain oil and gas exploration assets and spun out from InfraStrata Plc.

Brigantes acquired an interest in InfraStrata’s Northern Ireland exploration assets. The company currently holds a 47.62 per cent. interest in the two licences but this will reduce to 16.67 per cent. under current farm-out plans. The latest mapping has identified a number of prospects at Sherwood, Collyhurst and Carboniferous levels which indicate the un-risked prospective resource of the licence to be as much as 450 million barrels of recoverable oil. Permission for the licence partners to drill an exploration well has now been confirmed under Permitted Development and all of the environmental approvals and permits to drill have been received. The permitted window for activities on site is between September 2015 and March 2016. It is proposed to drill the well targeting the Woodburn prospect starting in October 2015.

Corfe Energy Limited (“Corfe”) - Ordinary share portfolio

Corfe acquired an interest in InfraStrata’s exploration assets in southern England. Work is now underway in Houston on the reprocessing of a merged 3D volume over the 98/11-3 “Coulter” Prospect, adjacent to Wytch Farm. It is hoped this will confirm the high potential of this prospect and enable a farm-out to get a well spudded before the current term of the licence expires on 1 February 2016. Planning permission is in place for the California Quarry-1 well on this prospect and it could be drilled from October 2015 onwards if a farmout is achieved. A well on either of these two prospects would cause the P1918 licence, which contains both prospects, to be renewed for a further 4-year period. The final processing of the new 3D volume over PEDL237 and PL090 has been received and preliminary interpretation by Corfe indicates the presence of a number of closures at Sherwood Sandstone level, at least one of which appears to have the potential for 30 million barrels of oil or greater. The operator has yet to finish its interpretation. PEDL237 and PL090 cover an area of 311 square kilometres and are located in the productive Wessex Basin which also includes the giant Wytch Farm oilfield. PEDL237, in which the bulk of the main prospect lies, expires in June 2015 unless drilling is taking place and discussions will be held with DECC to seek an extension of this deadline.

Dryden Human Capital Group Limited (“Dryden”) - Ordinary and C share portfolio

Dryden is headquartered in the UK and specialises in the actuarial, insurance and compliance recruitment sector across the UK, Europe and the Far East. The group has been through a period of significant change in the year. The company has appointed an Executive Chairman with extensive experience not only in recruitment, but also in change management and business improvement. A firm-wide recruitment and training programme is being initiated and new systems and processes are being put in place for the business to leverage. After a turbulent few years for the company, the business is now establishing a strong platform for growth. The company remains subject to the close attention of Calculus Capital during this period of transformational change.

Hampshire Cosmetics Limited (“Hampshire”) - Ordinary and C share portfolio

Founded in the 1970s, Hampshire is an established company which develops and manufactures a comprehensive range of products covering fragrances, body treatments, skincare and shampoos. The original investment was part of a turnaround led by an experienced management buy-in team. This has progressed well to date, with an improvement in revenue and profitability. In the year ahead the key objectives for the business are to grow and further diversify the revenue base. The company has identified additional opportunities for further product diversification which will be implemented during the coming year.

Horizon Discovery Group Plc (“Horizon”) - C share portfolio

Horizon ‘IPOd’ in 2014 at approximately double our investment cost one year earlier. The Group has had a very successful start to the year including the agreement to acquire Haplogen Genomics GmbH, (“Haplogen”), for an initial consideration of £6.0m in cash and shares with further potential earn-out payments up to £3.9m.

Since IPO, the Company have signed multiple deals across their whole offering, most recently to act as a core facility to the Tri-Institutional Therapeutics Discovery Institute (“TDI”) and provide single/combination drug profiling followed by confirmatory secondary assay services.

In March, Horizon was awarded up to £652k of funding under the Advanced Manufacturing Supply Chain Initiative to expand its bioproduction research and an additional £747k from the BBSRC and Innovate UK for this area.

The Group expects full year 2014 revenues to be ahead of consensus expectations of £11.0 million by approximately 7%, representing growth in excess of 77% over prior year (year ended 31 December 2013: £6.7 million).

Human Race Group Limited (“Human Race”) - Ordinary and C share portfolio

Human Race owns and operates over 60 events in triathlon, cycling, running, duathlon, aquathlon, and open water swimming for over 90,000 participants of all abilities and ages. This makes the business the largest owner and deliverer of mass participation events in the UK. The portfolio of events includes the London Winter Run, Windsor Triathlon, Wiggle Dragon Ride, Run or Dye series, Tour de Yorkshire Ride (alongside ASO (owners of the Tour de France)), Cycletta, the Eton Triathlon Super Sprints, Kingston Breakfast Run, and an off-Road Winter Series.

A greater emphasis is being put on the larger flagship events likely to attract maximum interest and drive growth through larger scale and profit. This is bearing fruit with the launch of the London Winter Run - the largest inaugural 10k run ever in the UK with 14,000 entries in year one. A roll out of the Winter Run concept is now planned throughout the UK and beyond. In addition, an exciting partnership is being forged with ASO with a venture alongside the Tour de Yorkshire (a pro ride over 3 days) and the acquisition of a smaller established sportive called the Lionheart Ride. Other concepts are also being looked at for 2016.

Lime Technology Limited (“Lime Technology”) - Ordinary share portfolio

2014 was a challenging year for low carbon-based building materials manufacturer Lime Technology. Some management changes were implemented and a new turnaround specialist was put in place. Since his appointment, costs have been cut (including a renegotiation and reduction of rent), the sales force has been strengthened, margins have increased and management are now in a better position to bring the company into profitability in 2015. The company raised new funds in February 2015 to fund operational improvements and working capital. Since the year end, the loan facility has been renegotiated and a new loan facility has been entered into. The company has met its first interest obligation on the new loan.

Metropolitan Safe Custody Services Limited (“Metropolitan”) - Ordinary and C share portfolio

Metropolitan runs two safe custody sites, one in Knightsbridge, the other in St. Johns Wood. These profitable, stable businesses serve several thousand customers, providing access to the vaults seven days a week. During the year to 30 June 2014, the company launched a business (Metropolitan Gold) to facilitate the buying of gold bars and coins via a partner. Metropolitan is undergoing an extensive refurbishment programme and increasing capacity (storage, lock facilities, entry systems, column spacing, decoration). Once this capex programme is complete, maintenance capex only should be required for a number of years. Additional opportunities are being considered to further expand the brand’s reach and grow sales. In February 2015, Metropolitan repaid the Company’s holding of loan notes (£100,000 in the Ordinary Share Fund and £50,000 in the C Share Fund).

MicroEnergy Generation Services Limited (“MicroEnergy”) - Ordinary share portfolio

MicroEnergy owns and operates a fleet of 153 small onshore wind turbines (East Anglia and Yorkshire. Revenues from the fleet of turbines come from two sources, both of which are inflation protected, being directly linked to RPI.

We believe an efficiency of 80-85% is achievable going forward as the 2014 average wind speed in the UK was lower than the 10-year average. In addition the springs were changed on the 39 Huaying HY5 turbines in the fleet to improve performance in October 2014. MicroEnergy paid back its loans totalling £220,000 of principal in February and March 2014.

The valuation has been increased slightly to reflect the lower discount rate required by buyers of similar assets in a time of low interest rates and inflation.

Pico’s Limited (“Benito’s Hat”) - C share portfolio

Benito’s Hat is a Mexican themed, fast casual restaurant business with plans to expand in central London. Offering tailor-made burritos, tacos, salads and a range of specials, Benito’s Hat provides an authentic experience and high-quality food, at an affordable price point.

Since investment, the management team has been focused both on refining the operational management of current sites and finding new sites for the business to expand. The Company appointed Richard Baker as CEO in May 2014 having previously held senior positions within Garfunkel’s and TRG. Continued operational improvements are visible in the financial results for the year to date, with revenue continuing to grow across the existing estate and a focus on cost control leading to improved conversion of revenue to profit throughout the organisation.

The Company opened three new sites in the 12 months to February 2015 and has signed leases on a further two sites due to open by summer 2015, taking the total number of sites to nine (vs. four at initial investment).

Quai Administration Services Limited (“Quai”) - C share portfolio

Quai is a Business Process Outsourcing provider to the high volume personal savings industry.

Quai’s proprietary technology platform provides automated trading and administration, straight through processing, online web access and multi-currency portfolio management services. It allows the company to administer many thousands of individual savings plans at a fraction of the cost incurred by established insurance companies and wealth managers, making it the ideal outsourcing partner.

Recent legal and regulatory changes, such as auto-enrolment and the Retail Distribution Review, are changing the way large insurers, banks and other providers offer savings products to UK consumers. Mass distribution of individual savings plans is pressuring providers into offering high-volume, low-margin schemes. Established providers will be increasingly forced to choose whether to build a bespoke in-house system, to administer mass-market products or to outsource.

Shortly before the completion of the Calculus investment, Quai signed its second major client, Carrington Carr, who joined PJ Milton on the Quai platform in February 2014. Since completion, Quai has continued to develop its client relationships, adding three further customers in addition to PJ Milton and Carrington Carr.

In February 2015, the company raised £1 million of new funds to accelerate development of the company’s technology platform, to expand the sales and marketing team and provide additional working capital for future growth.

Scancell Holdings plc - C share portfolio

Recent laboratory trial data demonstrated that SCIB2 (Scancell's ImmunoBody® vaccine in development for the treatment of lung, oesophageal, prostate and other epithelial cancers) showed enhanced tumour reduction and significantly longer survival times when used in combination with a CTLA-4 checkpoint inhibitor (the first of which ipilimumab is marketed by Bristol Myers Squibb) than when either treatment was used alone. This follows on from data released at the end of last year demonstrating the synergistic benefit of combining SCIB1 (Scancell’s ImmunoBody® vaccine in clinical trials for the treatment of melanoma) when combined with a PD-1 checkpoint inhibitor (the first of which pembrolizumab, marketed by Merck, recently received FDA approval.)

Ongoing Phase 1/2 clinical trials of SCIB1 as a monotherapy continue to deliver positive immune responses and encouraging survival data combined with low toxicity. As an immunotherapy SCIB1 stimulates the bodies’ own immune response to cancer cells, whilst PD-1 blockade takes the breaks off immunosuppressive T cells. Using a combination of therapies is increasingly regarded as the next logical step for the treatment of melanoma.

The funds raised last year have allowed the Company to further develop its Moditope® platform. The Moditope® platform works by stimulating the production of killer CD4+ T cells that destroy tumours without toxicity. The first Moditope product is being prepared for clinical trial and could have greater efficacy in aggressive tumours, and greater potential than the ImmunoBody® platform.

Terrain Energy Limited (“Terrain”) - Ordinary and C share portfolio

Terrain has interests in nine petroleum licences: Keddington, Kirklington, Dukes Wood and Burton on the Wolds in the East Midlands, Larne and an offshore licence to the north of Larne in Northern Ireland, Brockham in Surrey and Egmating and Starnberger See in Germany. Terrain is currently producing from wells at Keddington and Brockham. On average, 70 barrels of oil per day (bopd) and 40,000 standard cubic feet of gas per day are being produced (gross). The company plans to drill an appraisal well at its Larne licence in 2015 and also drill sidetracks to increase production at its producing assets. The company has applied for another licence under the UK 14th Onshore licencing round. Terrain continues to acquire data on its licences in Bavaria with the intention to identify a potential drilling location for 2016. Although the oil price fell substantially in 2014, capacity is disappearing from global oil supplies and we believe the medium to longer term outlook is supportive. Opportunities for acquiring interests at attractive prices in the current market may also exist.

The One Place Capital Limited (“Money Dashboard”) - C share portfolio

Money Dashboard empowers consumers to take control of their finances. By using Money Dashboard, consumers are able to view all of their internet enabled current accounts, savings accounts and credit cards in one secure place, providing the true view of their financial lives.

Calculus Capital initially invested in Money Dashboard in November 2013. Since investment the Company has achieved a number of significant milestones. User numbers have grown rapidly, the Company now has approximately 100,000 users; a mobile application launched on the Apple App Store (IOS) and Google Play (Android); a 'productised’ version of the data insights offering has been developed and branded “TrueView”, sales of TrueView data contracts are gaining traction with financial institutions; and Julian Pittam has been appointed as Advisor to the Board, (pending formal appointment as a Non-Executive Director). Julian was previously the MD of the financial data company, Data Explorers and has significant experience of selling ‘productised’ data contracts.

Tollan Energy Limited (“Tollan”) - Ordinary share portfolio

Tollan has been set up to generate electricity from renewable micro-generation facilities. Tollan acquired a portfolio of installed solar PV panels. These are installed on residential and commercial roofs in the Belfast area and benefit from Northern Ireland Renewable Obligation Certificates (“NIROCs”). The systems are provided at no cost to the homeowners. Tollan’s revenues come from two sources, both of which are inflation protected, being directly linked to RPI. Firstly, there is the Government backed NIROC for every unit of electricity generated. Under the current NIROC regime, solar installations of less than 50kW per site receive 4 NIROCs per megawatt of electricity generated indexed for 20 years. Secondly, there is the export tariff for any surplus electricity not used by the homeowner that is exported to the grid. The company has completed its installation programme and has 332 solar PV systems installed in Northern Ireland. A change in the developer/maintenance provider has raised some issues which are being addressed.

Venn Life Science Holdings plc (“Venn”) - Ordinary and C share portfolio

Venn’s immediate objective is the consolidation of a number of small European CROs to build a mid-sized CRO focused on the European market, offering clients a full service, multi-centred capability in Phase II-IV trials across a range of principal disease areas. To support such inorganic growth, since the year end, the company successfully raised £2m in a public placing in March 2015.

Recent international acquisitions and subsequent integrations in Germany, Northern Ireland and France have now begun driving high-value contract wins. In early 2015 the company announced the signing of new contracts, worth over €4.1m, with a leading US based Biotechnology client; an extension of an existing contract worth €2.7m. Earlier in 2014, following the acquisition of a French CRO, a major contract worth over €2.4m was signed to conduct an international study into an innovative new heart treatment.

To further extend the business, Venn has established an innovation division – Innovenn – focused primarily on breakthrough development opportunities in Skin Science. A recent €800k investment into Innovenn leaves the division suitably funded to deliver on the full potential of the technology portfolio.

Developments since the year end

In May 2015, the Ordinary share portfolio realised its holding in Venn, raising £80,000. Also in May 2015, Lime Technology redeemed half its qualifying loan stock and in June 2015 Hampshire Cosmetics repaid its loans on the ordinary share portfolio, raising a total of £275,000. These realisation proceeds will go towards meeting the target interim return of 70 pence per share by 14 December 2015.

Other than as disclosed above there have been no developments since the year end.Calculus Capital Limited12 June 2015

Investment Manager’s Review (Structured Products)

Our non-Qualifying Investments are managed by Investec Structured Products. As at the date of this report, the Company held a portfolio of Structured Products based on the FTSE 100 Index.

In line with the Company’s strategy set out in the original offer documents, part of the initial cash raised has been used to build a portfolio of Structured Products. The portfolio of Structured Products was constructed with different issuers and differing maturity periods to minimise risk and create a diversified portfolio. The majority of this portfolio has now reached full term and paid a positive return, with all products which have reached full term paying their maximum return. The recent changes are listed below.

In the Ordinary Share Fund, the remaining Abbey National product and the RBS product were sold early (6 November 2014) in order for the gains to be distributed back to investors by way of a special dividend, whilst the VCT maintained its qualifying status. The only Structured Product left in the portfolio is with Investec and is due to mature in November 2015.

The C Share Fund retained the one product left in its portfolio, which is due to mature in 2017; the strike of this is 5,246.99.

The continued strong performance of the FTSE 100 has supported valuations in the Structured Products portfolio. The FTSE 100 has remained above all of the products’ strike levels. As at 28 February 2015, the FTSE 100 was at 6946.66. Over the past year, 5 year swap rates have decreased slightly and volatility has remained low, as the UK economic recovery continues to be slow as a whole.

No new investments were made in Structured Products during the period.

The Structured Products will achieve their target return subject to the Final Index Level of the FTSE 100 being higher than the Initial Index Level. The capital is at risk on a one-for-one basis (“CAR”) if the FTSE 100 Index falls more than 50 per cent at any time during the investment term and fails to fully recover at maturity such that the Final Index Level is below the Initial Index Level. As at 28 February 2015, the following investments had been made in Structured Products:

Ordinary Share Fund: 

Matured/sold

The total valuation of the amount invested in Structured Products in the Ordinary Share Fund as at 28 February 2015 was £908,733.

C Share Fund:

Matured

The total valuation of the amount invested in Structured Products in the C Share Fund as at 28 February 2015 was £538,029.

* The Final Index Level is calculated using ‘averaging’, meaning that the average of the closing levels of the FTSE 100 is taken on each Business Day over the last 2-6 months of the Structured Product plan term (the length of the averaging period differs for each plan). The use of averaging to calculate the return can reduce adverse effects of a falling market or sudden market falls shortly before maturity. Equally, it can reduce the benefits of an increasing market or sudden market rises shortly before maturity.

** The Nomura Structured Product was sold prior to maturity with a return on initial investment of 28.8 per cent. This was sold to the C Share Fund.

Investec Structured Products12 June 2015

INVESTMENT PORTFOLIOAS AT 28 FEBRUARY 2015

Ordinary Share Fund

C Share Fund

OTHER STATUTORY INFORMATION

Company Activities and Status

The Company is registered as a public limited company and incorporated in England and Wales with registration number 07142153. Its shares have a premium listing and are traded on the London Stock Exchange.

On incorporation, the Company was an investment company under section 833 of the Companies Act 2006. On 18 May 2011, investment company status was revoked by the Company. This was done in order to allow the Company to pay dividends to shareholders using the special reserve (a distributable capital reserve), which had been created on the cancellation of the share premium account on 20 October 2010.

Company Strategy, Objectives and Business Model

The Company’s business model is to conduct business as a venture capital trust (“VCT”). Company affairs are conducted in a manner to satisfy the conditions to enable it to obtain approval as a VCT under sections 258-332 of the Income Tax Act 2007 (“ITA 2007”).

The Company’s principal objectives for investors are to:

Investment policy

It is intended that approximately 75 per cent. of the monies raised by the Company will be invested within 60 days in a portfolio of Structured Products. The balance will be used to meet initial costs and invested in cash or near cash assets (as directed by the Board) and will be available to invest in Venture Capital Investments and to fund ongoing expenses.

In order to qualify as a VCT, at least 70 per cent. of the Company’s assets must be invested in Venture Capital Investments within approximately three years. Thus there will be a phased reduction in the Structured Products portfolio and corresponding build up in the portfolio of Venture Capital Investments to achieve and maintain this 70 per cent. threshold along the lines set out in the table below:

Ave

Note: the investment allocation set out above is only an estimate and the actual allocation will depend on market conditions, the level of opportunities and the comparative rates of returns available from Venture Capital Investments and Structured Products.

The combination of Venture Capital Investments and the Structured Products will be designed to produce ongoing capital gains and income that will be sufficient to maximise both annual dividends for the first five years from funds being raised and an interim return by an interim return date by way of a special dividend or cash tender offer for shares. After the interim return date, unless Investec Structured Products are requested to make further investments in Structured Products, the relevant fund will be left with a portfolio of Venture Capital Investments managed by Calculus Capital with a view to maximising long-term returns. Such returns will then be dependent, both in terms of amount and timing, on the performance of the Venture Capital Investments, but with the intention to source exits as soon as possible.

The portfolio of Structured Products will be constructed with different issuers and differing maturity periods to minimise risk and create a diversified portfolio. The Structured Products may also be collateralised whereby notes are issued by one issuer (such as Investec Bank plc) but with the underlying investment risk being linked to more than one issuer (as approved by the Board) reducing insolvency risks, creating diversity and potentially increasing returns for shareholders. If the Company invests in a collateralised Structured Product, the amount of the exposure to an underlying issuer will be taken into account when reviewing investments for diversification. The maximum exposure to any one issuer (or underlying issuer) will be limited, in aggregate, to 15 per cent. of the assets of the Company at the time of investment. Structured Products can and may be sold before their maturity date if required for the purposes of making Venture Capital Investments and Investec Structured Products have agreed to make a market in the Structured Products, should this be required by the Company.

The intention for the portfolio of Venture Capital Investments is to build a diverse portfolio of primarily established unquoted companies across different industries. In order to generate income and where it is felt it would enhance shareholder return, investments may be structured to include loan stock and/or redeemable preference shares as well as ordinary equity. It is intended that the amount invested in any one sector and any one company will be no more than approximately 20 per cent. and 10 per cent. respectively of the Venture Capital Investments portfolio (in both cases at the date of the investment).

The Board and its Managers review the portfolio of investments on a regular basis to assess asset allocation and the need to realise investments to meet the Company’s objectives or maintain VCT status. Where investment opportunities arise in one asset class which conflicts with assets held or opportunities in another asset class, the Board will make the investment/divestment decision.

Under its Articles, the Company has the ability to borrow a maximum amount equal to 25 per cent. of the gross assets of the Company. The Board will consider borrowing if it is in the shareholders’ interests to do so. In particular, because the Board intends to minimise cash balances, the Company may borrow on a short-term to medium-term basis (in particular, against Structured Products) for cashflow purposes and to facilitate the payment of dividends and expenses in the early years.

The Company will not vary the investment objective or the investment policy, to any material extent, without the approval of shareholders. The Company intends to be a generalist VCT investing in a wide range of sectors.

Risk diversification

The Board controls the overall risk of the Company. Calculus Capital will ensure the Company has exposure to a diversified range of Venture Capital Investments from different sectors. Investec Structured Products will ensure the Company has exposure to a diversified range of Structured Products. The Board believes that investment in these two asset classes provides further diversification.

Co-investment policy

Calculus Capital has a co-investment policy between its various funds whereby investment allocations are generally offered to each party in proportion to their respective funds available for investment, subject to: (i) a priority being given to any of the funds in order to maintain their tax status; (ii) the time horizon of the investment opportunity being compatible with the exit strategy of each fund; and (iii) the risk/reward profile of the investment opportunity being compatible with the target return for each fund. The terms of the investments may differ between the parties. In the event of any conflicts between the parties, the issues will be resolved at the discretion of the independent Directors, designated members and committees. It is not intended that the Company will co-invest with directors or members of the Calculus Capital management team (including family members).

In respect of the Venture Capital Investments, funds attributable to separate share classes will co-invest (i.e. pro rata allocation per fund, unless one of the funds has a pre-existing investment where the incumbent fund will have priority, or as otherwise approved by the Board). Any potential conflict of interest arising will be resolved on a basis which the Board believes to be equitable and in the best interests of all shareholders. A co-investment policy is not considered necessary for the Structured Products.

Policy on Qualifying Investments

Calculus Capital follows a disciplined investment approach which focuses on investing in more mature unquoted companies where the risk of capital loss is reduced and prospects for exit enhanced, typically by the cash generative characteristics and/or strong asset bases of the investee companies. Calculus Capital, therefore, intends to:

• invest in a diversified portfolio from a range of different sectors;

• focus on companies which are cash generative and/or with a strong asset base;

• structure investments to include loans and preference shares where it is felt this would enhance shareholder return;

• invest in companies which operate in sectors with a high degree of predictability and a defensible market position; and

• invest in companies which can benefit both from the capital provided by Calculus Capital but also from the many years of operating and financial experience of the Calculus Capital team.

It is intended that the Venture Capital Investments portfolio will be spread across a number of investments and the amount invested in any one sector and any one company will be no more than approximately 20 per cent. and 10 per cent. respectively (in both cases at the date of investment).

VCT regulation

The Company’s investment policy is designed to ensure that it will meet, and continue to meet, the requirements for approved VCT status from HM Revenue & Customs. Amongst other conditions, the Company may not invest more than 15 per cent. (by value at the time of investment) of its investments in a single company and must have at least 70 per cent. by value of its investments throughout the period in shares or securities in qualifying holdings, of which 30 per cent. by value must be ordinary shares which carry no preferential rights (“eligible shares”). For funds raised from 6 April 2011, the requirement for 30 per cent. to be invested in eligible shares was increased to 70 per cent.

Performance

The Board reviews performance by reference to a number of key performance indicators (“KPIs”) and considers that the most relevant KPIs are those that communicate the financial performance and strength of the Company as a whole, being;

– total return per share

– net asset value per share

– share price and discount/premium to net asset value

The financial performance of the Company is set out below:

Further KPIs are those which show the Company’s position in relation to the VCT tests which it is required to meet in order to meet and maintain its VCT status. A summary of these tests are set out below. The Company has received approval as a VCT from HM Revenue & Customs.

To maintain its qualifying status as a Venture Capital Trust, the Company as a whole needs to be at least 70 per cent. invested in Qualifying Investments by the end of the relevant third accounting period, being February 2013. At 28 February 2015, the qualifying percentage for the Company was 86 per cent.

Principal Risks and Uncertainties Facing the Company

The Company is exposed to a variety of risks. The principal financial risks and the Company’s policies for managing these risks and the policy and practice with regard to financial instruments are summarised in note 15 to the Accounts.

The Board has also identified the following additional risks and uncertainties:

Loss of approval as a venture capital trust and other regulatory breaches

The Company has received approval as a VCT under ITA 2007. Failure to meet and maintain the qualifying requirements for VCT status could result in the loss of tax reliefs previously obtained, resulting in adverse tax consequences for investors, including a requirement to repay the income tax relief obtained, and could also cause the Company to lose its exemption from corporation tax on chargeable gains.

The Board receives regular updates from the Managers and financial information is produced on a monthly basis. The Board has appointed an independent adviser to monitor and advise on the Company’s compliance with the VCT rules.

The Company is subject to compliance with the Companies Act 2006, the rules of the UK Listing Authority and ITA 2007. A breach of any of these could lead to suspension of the listing of the Company’s shares on the London Stock Exchange and/or financial penalties, with the resulting reputational implications.

Venture Capital Investments

There are restrictions regarding the type of companies in which the Company may invest and there is no guarantee that suitable investment opportunities will be identified.

Investment in unquoted companies and AIM-traded companies involves a higher degree of risk than investment in companies traded on the main market of the London Stock Exchange. These companies may not be freely marketable and realisations of such investments can be difficult and can take a considerable amount of time. There may also be constraints imposed upon the Company with respect to realisations in order to maintain its VCT status which may restrict the Company’s ability to obtain the maximum value from its investments.

Calculus Capital has been appointed to manage the Qualifying Investments portfolio, and has extensive experience of investing in this type of investment. Regular reports are provided to the Board.

Risks attaching to investment in Structured Products

Structured Products are subject to market fluctuations and the Company may lose some or all of its investment. In the event of a long-term decline in the FTSE 100 Index, or, in the case of the C Share Fund, in such other index as this fund may be invested, there will be no gains from the Structured Products. In the event of a fall in the relevant index of more than 50 per cent. at any time during the Structured Product term, and where the Final Index Level is below the Initial Index Level, there will be losses on the Structured Products.

There may not be a liquid market in the Structured Products and there may never be two competitive market makers, making it difficult for the Company to realise its investment. Risk is increased further where there is a single market maker who is also the issuer of the Structured Product. Investec Structured Products has agreed to make a market in the Structured Products, should this be required by the Company.

Factors which may influence the market value of Structured Products include interest rates, changes in the method of calculating the relevant underlying index from time to time and market expectations regarding the future performance of the relevant underlying index, its composition and such Structured Products.

Investec Structured Products has been appointed to manage the Structured Products portfolio for its expertise in these types of financial products. Restrictions have been agreed with Investec Structured Products relating to approved counterparties and maximum exposure to any one counterparty.

Liquidity/marketability risk

Due to the holding period required to maintain up-front tax reliefs, there is a limited secondary market for VCT shares and investors may therefore find it difficult to realise their investments. As a result, the market price of the shares may not fully reflect, and will tend to be at a discount to, the underlying net asset value. The level of discount may also be exacerbated by the availability of income tax relief on the issue of new VCT shares. The Board recognises this difficulty, and has taken powers to buy back shares, which could be used to enable investors to realise investments.

Changes to legislation/taxation

Changes in legislation or tax rates concerning VCTs in general, and Venture Capital Investments and qualifying trades in particular, may limit the number of new Venture Capital Investment opportunities, and thereby adversely affect the ability of the Company to achieve or maintain VCT status, and/or reduce the level of returns which would otherwise have been achievable.

Engagement of third party advisers

The Company has no employees and relies on services provided by third parties. The Board has appointed Calculus Capital as Investment Manager of the Qualifying Investments portfolio and Investec Structured Products as Investment Manager of the Structured Products portfolio. Capita Sinclair Henderson Limited provides administration, accounting and company secretarial services, and Investec Wealth & Investments acts as custodian.

C shares versus ordinary shares

The assets relating to the C shares are managed and accounted for separately from the assets attributable to the ordinary shares. However, a number of company regulations and VCT requirements are assessed at company level and, therefore, the performance of one fund may impact adversely on the other. The Board monitors both the performance of each separate fund as well as requirements at a company level to reduce the risk of this occurring.

Employees, Environmental, Human rights and Community Issues

The Company has no employees and the Board is comprised entirely of non-executive Directors. Day-to-day management of the Company’s business is delegated to the Investment Managers (details of the respective management agreements are set out in the Directors’ Report) and the Company itself has no environmental, human rights, or community policies. In carrying out its activities and in relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.

Gender Diversity

The Board of Directors comprised three male Directors and one female Director during, and at the end of, the year to 28 February 2015.

On behalf of the BoardMichael O’HigginsChairman12 June 2015

BOARD OF DIRECTORS

Michael O’Higgins (Chairman)*Kate Cornish-Bowden (Audit Committee Chairman)*John GlencrossSteve Meeks*

*independent of the Investment Managers

INVESTMENT MANAGERS

Calculus CapitalCalculus Capital Limited is the Venture Capital Investments portfolio manager (VCT Qualifying Investments).

Investec Structured ProductsInvestec Structured Products (a trading name of Investec Bank plc) is the Structured Products portfolio manager (non VCT Qualifying Investments).

EXTRACT FROM THE DIRECTORS’ REPORT

Dividends

Details of the dividends recommended by the Board are set out in the Strategic Report above.

Share Capital

At the year end and at the date of this report, the issued share capital comprised 4,738,463 ordinary shares (representing 71.05 per cent. of total voting rights and of the total share capital) and 1,931,095 C shares (representing 28.95 per cent. of total voting rights and of the total share capital). No shares were held in Treasury. No shares were issued or bought back during the year.

The ordinary shares and C shares have equal voting rights, and at general meetings of the Company, holders are entitled to one vote on a show of hands and on a poll to one vote for every share held.

There are no restrictions concerning the transfer of securities in the Company; no restrictions on voting rights; no special rights with regard to control attached to securities; no agreements between holders of securities regarding their transfer known to the Company; and no agreements which the Company is party to that might affect its control following a successful takeover bid.

The authority to issue or buy back the Company’s shares and amendment of the Company’s Articles of Association require a relevant resolution to be passed by shareholders.

At the Annual General Meeting held on 17 July 2012, the Directors were granted authority to allot shares up to an aggregate nominal amount of £206,700, and this authority will expire at the Annual General Meeting to be held in 2017.

At the Annual General Meeting held on 1 July 2014, the Directors were also authorised to issue shares for cash (without rights of pre-emption applying) (i) up to £100,000 of each class of share by way of offer for subscription and (ii) up to 10 per cent. of each class of share for general purposes and to buy back up to 14.99 per cent. of each of the ordinary and C shares in issue. No shares have been issued or bought back during the period. The Board’s proposals for the renewal of these authorities are detailed below.

Requirements of Listing Rule 9.8.4R

In accordance with Listing Rule 9.8.4R, the following table provides references to where the required information is disclosed:

Financial Risk Management

The principal financial risks and the Company’s policies for managing these risks are set out in note 15 to the Accounts.

Going Concern

After making enquiries, and having reviewed the portfolio, balance sheet and projected income and expenditure for the next twelve months, the Directors have a reasonable expectation that the Company has adequate resources to continue in operation for the foreseeable future. The Directors have therefore adopted the going concern basis in preparing the Accounts.

The full Annual Report and Accounts contains the following statement regarding responsibility for the Accounts.

DIRECTORS’ RESPONSIBILITIES STATEMENT

 Statement of Directors’ Responsibilities in respect of the Annual Report and the Accounts

The Directors are responsible for preparing the Annual Report and the Accounts in accordance with applicable law and regulations.

Company law requires the Directors to prepare Accounts for each financial year. Under that law they have elected to prepare the Accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable laws). Under company law the Directors must not approve the Accounts unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that period.

In preparing these Accounts, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Accounts; and

• prepare the Accounts on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that comply with that law and those regulations, and for ensuring that the Annual Report includes information required by the Listing Rules of the Financial Conduct Authority.

The Accounts are published on the www.calculuscapital.com website, which is a website maintained by one of the Company’s Investment Managers, Calculus Capital. The maintenance and integrity of the website maintained by Calculus Capital is, so far as it relates to the Company, the responsibility of Calculus Capital. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the Accounts since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the Accounts may differ from legislation in their jurisdiction.

We confirm that to the best of our knowledge:

• the Accounts, prepared in accordance with UK accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

• the Annual Report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces.

On behalf of the Board

Michael O’HigginsChairman12 June 2015

NON-STATUTORY ACCOUNTS

The financial information set out below does not constitute the Company's statutory accounts for the year ended 28 February 2015 and the year ended 28 February 2014 but is derived from those accounts. Statutory accounts for 2014 have been delivered to the Registrar of Companies, and those for 2015 will be delivered in due course. The Auditor has reported on those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (ii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor's report can be found in the Company's full Annual Report and Accounts at www.calculuscapital.com.

Income Statementfor the year ended 28 February 2015

The total column of these statements represents the Income Statement of the Ordinary Share Fund and C Share Fund.

The supplementary revenue return and capital return columns are both prepared in accordance with the Association of Investment Companies’ (“AIC”) Statement of Recommended Practice (“SORP”).

No operations were acquired or discontinued during the year.

All items in the above statement derive from continuing operations.

There were no recognised gains or losses other than those passing through the Income Statement.

The notes form an integral part of these Accounts.

Income Statement (continued)for the year ended 28 February 2015

The total column of this statement represents the Company’s Income Statement.

The supplementary revenue return and capital return columns are both prepared in accordance with the AIC's SORP.

No operations were acquired or discontinued during the year.

All items in the above statement derive from continuing operations.

There were no recognised gains or losses other than those passing through the Income Statement.

The notes form an integral part of these Accounts.

Reconciliation of Movements in Shareholders’ Fundsfor the year ended 28 February 2015

The notes form an integral part of these Accounts.Reconciliation of Movements in Shareholders’ Funds (continued)for the year ended 28 February 2015

The notes form an integral part of these Accounts.Reconciliation of Movements in Shareholders’ Funds (continued)for the year ended 28 February 2015

The notes an integral part of these Accounts.

Balance Sheet as at 28 February 2015

 These Accounts were approved by the Board of Directors of Investec Structured Products Calculus VCT plc and were authorised for issue on 12 June 2015 and were signed on its behalf by:

Michael O’Higgins Chairman

Registered No. 07142153 England & Wales

The notes form an integral part of these Accounts. Cash Flow Statement for the year ended 28 February 2015

The notes form an integral part of these Accounts.

NOTES TO THE ACCOUNTS 1. Accounting Policies

Basis of accounting

These Accounts cover the 12 month period 1 March 2014 to 28 February 2015, and have been prepared under the historical cost convention, except for the valuation of financial assets at fair value through profit or loss, in accordance with UK Generally Accepted Accounting Practice (“UK GAAP”) and the AIC SORP issued January 2009 (the AIC SORP issued November 2014 is not applicable until the next reporting period). These Accounts are prepared on the going concern basis.

In determining the analysis of total income and expenses as between capital return and revenue return, the Directors have followed the guidance contained in the AIC SORP, and on the assumption that the Company maintains VCT status.

Expenses are allocated between the Ordinary Share Fund and the C Share Fund on the basis of the ratio of the number of shares held by the respective fund to the total number of ordinary and C shares where the expense is a shared expense. Where expenses are not shared in this proportion, they are applied on the basis of the most accurate method.

The Ordinary Share Fund and C Share Fund share bank accounts. Each funds’ share of the bank accounts is based on actual receipts and payments. These cash flows are allocated according to the accounting policy for income and expenses respectively.

The Company has not prepared consolidated accounts and has accounted for its subsidiary, Investec SPV Limited, as an investment on the grounds that its results are immaterial to the Company. Investec SPV Limited was dissolved in March 2014 as it was no longer required.

The Company’s Accounts are presented in Sterling.

Investments at fair value through profit or loss

The Company aims to invest in portfolios of Structured Products and Venture Capital Investments that will provide sufficient total returns to allow the Company to pay annual dividends and provide long-term capital returns for investors. As a result, all investments held by the Company are designated, upon initial recognition, as held at fair value through profit or loss, in accordance with Financial Reporting Standard 26 ‘Financial Instruments: Recognition and Measurement’ and the AIC SORP. The Company manages and evaluates theperformance of these investments on a fair value basis in accordance with its investment strategy, and information about the portfolio is provided internally on this basis to the Board. Fair value is the amount for which an asset can be exchanged between knowledgeable, willing parties in an arm’s length transaction. Investments held at fair value through profit or loss are initially recognised at cost, being the consideration given and excluding transaction or other dealing costs associated with the investment, which are expensed and included in the capital column of the Income Statement. Subsequently, investments are measured at fair value, with gains and losses on investments recognised in the Income Statement and allocated to capital. All purchases and sales of investments are accounted for on trade date basis.

For investments actively traded in organised financial markets, fair value is generally determined by reference to quoted market bid, or last, prices, depending on the convention of the exchange on which the investment is quoted, at the close of business on the Balance Sheet date.

Structured Products are valued by reference to the FTSE 100 Index, with mid prices for the Structured Products provided by the product issuers. An adjustment is made to these prices to take into account any bid/offer spreads prevalent in the market at each valuation date. These spreads are either determined by the issuer or recommended by the Structured Products Manager, Investec Structured Products (a trading name of Investec Bank plc).

Unquoted investments are valued using an appropriate valuation technique so as to establish what the transaction price would have been at the Balance Sheet date. Such investments are valued in accordance with the International Private Equity and Venture Capital Association ( ‘‘IPEV”) guidelines. Primary indicators of fair value are derived from earnings multiples, recent arm’s length market transactions, net assets or, where appropriate, at cost for recent investments or the discounted cash flow valuation as at the previous reporting date.

Income

Dividends receivable on equity shares are recognised as revenue on the date on which the shares or units are marked as ex-dividend. Where no ex-dividend date is available, the revenue is recognised when the Company’s right to receive it has been established.

Interest receivable from fixed income securities is recognised using the effective interest rate method. Interest receivable on bank deposits is included in the Accounts on an accruals basis.

The gains and losses arising on investments in Structured Products are allocated between revenue and capital according to the nature of each Structured Product. This is dependent on the extent to which the return on the Structured Product is capital or revenue based.

Other revenue is credited to the revenue column of the Income Statement when the Company’s right to receive the revenue has been established.

Expenses

All expenses are accounted for on an accruals basis. Expenses are charged to the Income Statement as follows:

• expenses, except as stated below, are charged to the revenue column of the Income Statement;

• expenses incurred on the acquisition or disposal of an investment are taken to the capital column of the Income Statement;

• expenses are charged to the capital column of the Income Statement where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect management fees have been allocated 75 per cent. to the capital column and 25 per cent. to the revenue column of the Income Statement, being in line with the Board’s expected long-term split of returns, in the form of capital gains and revenue respectively, from the investment portfolio of the Company; and

 • expenses associated with the issue of shares are deducted from the share premium account. Annual IFA trail commission covering a five year period since share allotment has been provided for in the Accounts as, due to the nature of the Company, it is probable that this will be payable. The commission is apportioned between current and non-current liabilities.

Expenses incurred by the Company in excess of the agreed cap, currently 3 per cent. of the gross amount raised from the offer for subscription of ordinary shares and C shares respectively for the 2009/2010, 2010/2011 and 2011/2012 tax years (excluding irrecoverable VAT, annual trail commission and performance incentive fees), can be clawed back from Investec Structured Products until the Ordinary Share Interim Return Date. Any clawback is treated as a credit against the expenses of the Company.

Investment management and performance fees

Calculus Capital, as Investment Manager of the VCT qualifying portfolio, receives an annual investment management fee of an amount equivalent to 1.0 per cent. of the net assets of the respective share fund.

Investec Structured Products, as Investment Manager of the Structured Products portfolio, does not receive any annual management fees from the Company. Investec Structured Products is entitled to an arrangement fee from the providers of Structured Products as detailed in note 17.

The Investment Managers will each receive a performance incentive fee payable in cash of an amount equal to 10 per cent. of dividends and distributions paid (including the relevant distribution being offered) to holders of ordinary shares over and above 105p per ordinary share (this being a 50 per cent. return on an initial net investment of 70p per ordinary share taking into account upfront income tax relief) provided holders of ordinary shares have received or been offered an interim return of at least 70p per share for payment on or before 14 December 2015. Such performance incentive fees will be paid within 10 business days of the date of payment of the relevant dividend or distribution.

For the C Share Fund, Investec Structured Products and Calculus Capital will be entitled to performance incentive fees as set out below:

provided in each case that C shareholders have received or been offered the C Share Interim Return of at least 70p per C share on or before 14 March 2017 and at least a further 45p per C share having being received or offered for payment on or before 14 March 2019.

Capital reserve

The capital return component of the return for the year is taken to the non-distributable capital reserves and the unrealised capital component of the return for the year is taken to the non-distributable capital reserves within the Reconciliation of Movements in Shareholders’ Funds.

Special reserve

The special reserve was created by the cancellation of the Ordinary Share Fund's share premium account on 20 October 2010. A further cancellation of the share premium account occurred on 23 November 2011 for both the Ordinary Share Fund and C Share Fund. The special reserve is a distributable reserve created to be used by the Company inter alia to write off losses, fund market purchases of its own ordinary and C shares, make distributions and/or for other corporate purposes.

The Company was formerly an investment company under section 833 of the Companies Act 2006. On 18 May 2011, investment company status was revoked by the Company. This was done in order to allow the Company to pay dividends to shareholders using the special reserve.

Taxation

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date where transactions or events that result in an obligation to pay more tax in the future have occurred at the Balance Sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversals of the underlying timing differences can be deducted. Timing differences are differences between the Company’s taxable profits and its results as stated in the Accounts.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the Balance Sheet date. Deferred tax is measured on a non-discounted basis.

No taxation liability arises on gains from sales of fixed asset investments by the Company by virtue of its VCT status. However, the net revenue (excluding UK dividend income) accruing to the Company is liable to corporation tax at the prevailing rates.

Dividends

Dividends to shareholders are accounted for in the period in which they are paid or approved in general meetings. Dividends payable to equity shareholders are recognised in the Reconciliation of Movements in Shareholders’ Funds when they are paid, or have been approved by shareholders in the case of a final dividend and become a liability of the Company.

2. Income

3. Management Fee

No performance fee was paid during the year.

4. Other Expenses

Further details of Directors’ fees can be found in the Directors’ Remuneration Report on page 35 of the full Annual Report.

5. Taxation

At 28 February 2015, the Company had £568,335 (28 February 2014: £443,343) of excess management expenses to carry forward against future taxable profits.

The Company’s deferred tax asset of £113,667 (28 February 2014: £93,102) has not been recognised due to the fact that it is unlikely the excess management expenses will be set off in the foreseeable future.

6. Dividends

The proposed dividends are subject to approval by shareholders at the forthcoming Annual General Meeting and have not been included as a liability in these Accounts.

7. Return per Share

Ordinary Share Fund

Revenue return per ordinary share is based on the net revenue loss on ordinary activities after taxation of £57,000 (28 February 2014: £44,000) and on 4,738,463 ordinary shares (28 February 2014: 4,738,463), being the weighted average number of ordinary shares in issue during the year.

Capital return per ordinary share is based on the net capital loss for the year of £16,000 (28 February 2014: gain £243,000) and on 4,738,463 ordinary shares (28 February 2014: 4,738,463), being the weighted average number of ordinary shares in issue during the year.

Total return per ordinary share is based on the total loss on ordinary activities after taxation of £73,000 (28 February 2014: gain £199,000) and on 4,738,463 ordinary shares (28 February 2014: 4,738,463), being the weighted average number of ordinary shares in issue during the year.

C Share Fund

Revenue return per C share is based on the net revenue loss on ordinary activities after taxation of £23,000 (28 February 2014: £25,000) and on 1,931,095 C shares (28 February 2014: 1,931,095), being the weighted average number of C shares in issue during the year.

Capital return per C share is based on the net capital gain for the year of £84,000 (28 February 2014: £72,000) and on 1,931,095 C shares ( 28 February 2014: 1,931,095), being the weighted average number of C shares in issue during the year.

Total return per C share is based on the total gain for the year of £61,000 (28 February 2014: £47,000) and on 1,931,095 C shares (28 February 2014: 1,931,095), being the weighted average number of C shares in issue during the year.

8. Investments

Note 15 provides a detailed analysis of investments held at fair value through profit and loss in accordance with Financial Reporting Standard 29 ‘Financial Instruments: Disclosures’.

During the year, the Company incurred no transaction costs on purchases in respect of ordinary shareholder activities or C shareholder activities.

Investec SPV was incorporated on 29 November 2011 and dissolved on 25 March 2014.

9. Debtors

10. Creditors

11. Share Capital

 Under the Articles of Association, a resolution for the continuation of the Company as a VCT will be proposed at the Annual General Meeting falling after the tenth anniversary of the last allotment (from time to time) of shares in the Company and thereafter at five-yearly intervals.

12. Net Asset Value per Share

The basic net asset value per ordinary share is based on net assets (including current period revenue) of £3,148,000 (28 February 2014: £4,512,000) and on 4,738,463 ordinary shares (28 February 2014: 4,738,463), being the number of ordinary shares in issue at the end of the year.

The basic net asset value per C share is based on net assets (including current period revenue) of £1,739,000 (28 February 2014: £1,765,000) and on 1,931,095 C shares (28 February 2014: 1,931,095), being the number of C shares in issue at the end of the year.

13. Reconciliation of Net Profit before Tax to Cash Expended from Operating Activities