Triple Point Ve Regulatory News (TPV)

TP70 VCT plc

Final Results

TP70 VCT plc managed by Triple Point Investment Management LLP today announces the final results for the year ended 28 February 2013.

These results were approved by the Board of Directors on 26 June 2013.

You may view the Annual Report on the Triple Point website www.triplepoint.co.uk at http://www.triplepoint.co.uk/investment-products/venture-capital-trust/tp70/.

About TP70 VCT plc

TP70 VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The investment manager is Triple Point Investment Management LLP. The Company was launched in January 2007 and raised £30.6 million (net of expenses) through an offer for subscription.

Details of the Fund's progress are discussed in the Chairman's Statement and Investment Manager's Review forming part of the extract from the Financial Statements which follows.

Venture Capital Trusts (VCTs)

VCTs were introduced in the Finance Act 1995 to provide a means for private individuals to invest in unlisted companies in the UK. Subsequent Finance Acts have introduced changes to VCT legislation. The tax benefits currently available to eligible new investors in VCTs include:

·; upfront income tax relief of 30%

·; exemption from income tax on dividends paid; and

·; exemption from capital gains tax on disposals of shares in VCTs

The Company has been provisionally approved as a VCT by HM Revenue & Customs. In order to maintain its approval, the Company must comply with certain requirements on a continuing basis. Above all, the Company is required at all times to hold 70% of its investments (as defined in the legislation) in VCT qualifying holdings, of which at least 30% must comprise eligible ordinary shares.

Report of the Directors - Financial Summary

For a £1 investment per share investors, with a sufficient income tax liability in the relevant year, have already received a 30p tax credit and dividends totalling 70.68p, which taken together with the current NAV of 2.13p total 102.81p.

TP70 VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The Investment Manager is Triple Point Investment Management LLP ("TPIM"). The Company was launched in January 2007 and raised £30.6 million (net of expenses) through an offer for subscription.

The Directors' Report on pages 9 to 13 and the Directors' Remuneration Report on pages 14 to 15 have both been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the Directors for these reports is owed solely to TP70 VCT plc.

The Directors submit to the members their Annual Report and Financial Statements for the Company for the year ended 28 February 2013. The Report of the Directors includes the Financial Summary, Chairman's Statement, Details of Directors, Details of Advisers, Shareholder Information, Investment Portfolio, Directors' Report, Directors' Remuneration Report and the Corporate Governance Statement.

Report of the Directors - Chairman's Statement

I am writing to present the Financial Statements for TP70 VCT plc ("the Company") for the year ended 28 February 2013.

30 April 2012 marked the end of the Company's five year VCT holding period. In line with its investment strategy for an exit after five years, the Board has been active in the realisation of investments and the return of funds to shareholders.

During the year £16.8 million of qualifying investments were realised. This, combined with the sales proceeds of £3.3 million from the GAM Diversity exposure, enabled the Board to pay dividends as detailed in note 21.

The Company's remaining investments in qualifying companies have a realisable value of some £0.8 million. Further details of the ongoing portfolio realisation process are in the Investment Manager's Review.

The Board will bring forward resolutions to place the Company into Members' Voluntary Liquidation, which will require the shareholders' approval. Thereafter it is expected that any remaining funds would be returned to shareholders by way of capital distribution by the liquidators. Hence the Financial Statements have been prepared to reflect the realisation of the assets and to include a provision for the liquidation of the Company.

Results

At the year end the Company was invested in VCT qualifying holdings which represented 94% of the total investments, exceeding the 70% required for VCT qualification.

As it is the Directors' present intention that as part of the realisation process and the returning of funds to Shareholders the Company should be placed into Members' Voluntary Liquidation, the Financial Statements have not been prepared on the going concern basis, but instead have been drawn up on the break-up basis, estimating the values likely to be realised, net of the anticipated costs of realisation and estimating the likely costs of liquidation.

Over the year the Company made a profit of £586,574.

The movement in the net asset value per share during the year was:

Risks

The Board believes that the principal risks facing the Company are:

·; investment risk associated with VCT qualifying investments;

·; failure to maintain approval as a qualifying VCT;

·; failure to return remaining funds to shareholders after the five year holding period.

The Board believes these risks are manageable and, with the Investment Manager, continues to work to minimise either the likelihood or potential impact of these risks, within the scope of the Company's established investment and realisation strategy. Further details of how these risks are managed are detailed within the Directors' Report.

Outlook

Included with these Financial Statements is a notice of and form of proxy for the Company's Annual General Meeting scheduled to be held on 28 August 2013. It is the Board's intention to bring forward proposals for the Company's liquidation, as soon as it is in a position to do so. If in fact those proposals are brought forward and approved prior to the holding of the Annual General Meeting, then the need for the Annual General Meeting will fall away.

If you have any queries or comments, please do not hesitate to telephone Triple Point Investment Management LLP on 020 7201 8989.

Michael Sherry

Chairman

26 June 2013

Report of the Directors - Details of Directors

Michael Gabriel Sherry is Chairman of the Board of the Company. Oxford University educated, a Chartered Accountant and a practising barrister. Michael was a founder member of Triple Point LLP. He is a former Council Member and the former Treasurer of the Institute of Chartered Accountants of England and Wales (ICAEW) and was previously Chairman of the ICAEW's Tax Faculty. A member of the Gray's Inn Barristers' Committee, Michael has written a number of books and numerous articles and was formerly the President of the Institute of Indirect Taxation. Michael is a Director of a number of unquoted companies.

Chad Murrin graduated in law from Cambridge University, and then qualified as a barrister. He worked for 3i Group plc from 1986-2004, the last five years as 3i's Corporate Development Director. In 2004, he set up his own corporate advisory business, Murrin Associates Limited. He holds the Advanced Diploma in Corporate Finance from The Corporate Finance Faculty of the ICAEW. He is a Non-Executive Director of Triple Point VCT 2011 plc, Downing Absolute Income VCT 2 plc and E W Beard (Holdings) Limited.

Ian David Parsons is Head of Equity Capital Markets and a main board Director of Liberum Capital, the independent Investment Bank founded in 2007. David has worked in the securities industry for over 23 years since graduating from York University in 1989. David joined HSBC James Capel as a graduate trainee and stayed with the firm until 1998 when he left to join Citigroup where he was a Managing Director and Head of Equity Sales in London until 2008.

Richard Andrew Rose qualified as a solicitor in 1977. He joined Surrey legal firm, Morrisons Solicitors LLP, in 1988 and set up the firm's company and commercial team in 1994. He was managing partner for 11 years prior to becoming senior partner in 2008.

Report of the Directors - Details of Advisers

Secretary and Registered Office:

Peter Hargreaves

4-5 Grosvenor Place

London

SW1X 7HJ

Registered Number

06010401

Investment Manager and Administrator

Triple Point Investment Management LLP

4-5 Grosvenor Place

London, SW1X 7HJ

Tel: 020 7201 8989

Independent Auditor

Grant Thornton UK LLP

Chartered Accountants and Statutory Auditor

3140 Rowan Place

John Smith Drive

Oxford Business Park South

Oxford

OX4 2WB

Solicitors

Howard Kennedy LLP

19a Cavendish Square

London

W1A 2AW

Registrars

Neville Registars Limited

Neville House

18 Laurel Lane

Halesowen

West Midlands

B63 3DA

VCT Tax Adviser

PricewaterhouseCoopers LLP

1 Embankment Place

London

WC2N 6RN

Bankers

HSBC Bank plc

PO Box 648

27-32 Poultry

London

EC2P 2BX

Report of the Directors - Shareholder Information

The Company

TP70 VCT plc is a Venture Capital Trust. The Investment Manager is Triple Point Investment Management LLP ("TPIM"). The Company was launched in January 2007 and raised £30.6 million through an offer for subscription for shares.

The Company's annual and half yearly reports are available on the TPIM website www.triplepoint.co.uk.

Venture Capital Trusts

VCTs were introduced in the Finance Act 1995 to provide a means for private individuals to invest in unquoted companies in the UK. The Finance Act 2004 introduced changes to VCT legislation designed to make VCTs more attractive to investors. The taxbenefits available to eligible investors in VCTs include:

·; up-front income tax relief of 30%.

·; exemption from income tax on dividends received.

·; exemption from capital gains tax on disposals of shares in VCTs.

The Company has been provisionally approved as a VCT by HMRC. In order to maintain such status the Company must comply with certain requirements on a continuing basis.

Financial Calendar

The Company's financial calendar is as follows:

28 August 2013 Annual General Meeting

Investment Manager's Review

Since the Company passed its five year holding on 30 April 2012, we have been working on an investment realisation programme to enable the Board to distribute proceeds to shareholders.

Realisations to Date

The table below shows the make-up of the portfolio of unquoted investments together with changes both during the year and since the year end:

Since the year end all of the Company's residual investments in cinema digitisation companies and one interest in a company generating electricity from solar PV panels have been realised. The Company now has only an interest in one remaining solar company to be realised, which is expected on completion of the liquidation of the company concerned, and two holdings in companies generating electricity from anaerobic digestion. The amounts shown above reflect the amounts realised for these investments allowing for the costs of disposal.

Anaerobic Digestion Investments

The Company has funds invested in two renewable energy generating ventures which operate 1 MW anaerobic digestion plants. The plants use agricultural feed stocks to generate electricity for sale to a utility company. The electricity generation also attracts the Feed-in Tariff which provides RPI linked revenues for a 20 year period. Because of the extraordinary high rainfall in 2012, the commissioning of the plants took place later than planned and the poor harvest has had an impact on the feed stock quality used in the process, which has since led to the plants operating below optimum efficiency, a problem which has affected the sector generally in the UK.

Outlook

We continue to work very closely with Biomass Future Generations Ltd and with Katharos Organic Ltd to ensure that the plants they operate and their businesses perform in line with expectations, with the aim of providing an exit for the Company in line with their carrying value as soon as practicable. It is expected that these two companies will be realised later in the liquidation process to achieve their optimum value.

Claire Ainsworth

Managing Partner

for Triple Point Investment Management LLP

26 June 2013

Report of the Directors- Investment Portfolio

Financial Assets are measured at fair value through profit or loss. In light of the intention to return funds to shareholders and propose resolutions to place the Company in Members' Voluntary Liquidation, the fair values included in the table above represent the value expected to be realised on the disposal of each investment. See note 2 for further details of the valuation methodology used.

At 28 February 2013 the fair value of the Cinema Digitisation companies and the Solar company Campus Link Ltd reflect the proceeds received in relation to the equity element of these investments which were disposed of subsequent to the year end. At 28 February 2013, TP70 had realised its loan investments but retained legal title to the equity investments in these companies as the contracts had not been finalised.

The fair value of the Electricity Generation company Beam Carrier Trading Limited is resolved to realise the equity portion of its investment, through its share of the net assets of the business owed to it from its liquidation. Beam Carrier entered liquidation on 27 February 2013.

On the basis that cash has however been received for these investments in their entirety, and in the case of Beam Carrier Trading Limited, that it has been put into liquidation, in the Financial Statements the Directors have treated the related fair value losses on the equity investments as realised, rather than unrealised, in order to match realised gains made on the disposal of the loan investments prior to the year end.

Report of the Directors- Investment Portfolio - Additional Information on the Unquoted Investments

*Equity holding is equal to the voting rights 

The investments are a combination of debt and equity.

The other top ten investments are considered immaterial and hence additional information disclosures have not been made. Additional information may be requested from TPIM.

Report of the Directors - Directors' Report

The Directors present their report and the audited Financial Statements for the year ended 28 February 2013.

This report has been prepared in accordance with the requirements of Section 417 of the Companies Act 2006 and forms part of the Report of Directors to shareholders. The Company's independent auditor is required by law to report on whether the information given in the Report of the Directors (including the business review) is consistent with the Financial Statements. The auditor's opinion is given on pages 21 to 22.

Activities and Status

The Company is a Venture Capital Trust and its main activity is investing.

The Directors are required by S417 of the Companies Act 2006 to conduct a review of the business. The business review set out below should be read with the Chairman's Statement on pages 1 and 2 and Investment Manager's Review on page 6.

The Directors have managed the affairs of the Company with the intention of maintaining its status as an approved Venture Capital Trust for the purposes of S274 of the Income Tax Act 2007. The Company was not at any time up to the date of this report a close company within the meaning of S439 of the Corporation Tax Act 2010.

Post balance sheet events have been detailed in the Investment Manager's Review and in note 20 to the Financial Statements.

Business Review and Key Performance Indicators

The Board has a number of performance measures to assess the Company's success in meeting its objectives. These include net asset value, revenue and capital return, dividend per share and the percentage of VCT qualifying investments. Further details are provided within the Chairman's Statement on pages 1 and 2 and in the Investment Manager's Review on page 6.

The Board carries out a regular review of the environment in which the Company operates. The main areas of risk identified by the Board, along with the risks to which the Company is exposed through its operational and investing activities, are detailed on page 11 under the heading "Risk Management Objectives and Policies" and in note 15 "Financial Instruments and Risk Management."

Investment Policy

The Company's initial exposure, directly or indirectly, was to the performance of the GAM Diversity strategy followed, within 3 years, by investment in a diverse portfolio combining lesser fund of hedge fund exposure with a larger exposure to unquoted companies. The unquoted investments encompass businesses with strong asset bases or, more typically, with contractual revenues from financially sound counterparties. This strategy aimed to deliver, first, capital appreciation through fund of hedge fund investment and then more secure returns than is generally the case in venture capital investments.

To comply with VCT rules, TP70 VCT plc acquired (and subsequently maintained) a portfolio of VCT qualifying investments equivalent to a minimum of 70 per cent of the value of its investments over a period not exceeding three years. It was the Directors' objective to invest at least 70 per cent of the net proceeds of the offer in qualifying investments, typically in investments ranging between £500,000 and £2,000,000, in less than three years but executing those investments in the latter phase of that period. Funds not invested in Qualifying Companies within 3 years were retained in non-qualifying investments exposed to fund of hedge funds managed by GAM or its affiliates.

In seeking to achieve TP70 VCT plc objectives, TPIM was mandated to source investments on the basis of certain conservative principles in relation to both venture capital investments and fund of hedge fund investments.

In respect of venture capital investments (which represent qualifying investments under the tax rules applying to VCT's) TPIM sought:

• investments where robust due diligence has been undertaken on target investments;

• investments where there is a high level of access to regular material financial and other information;

• investments where the risk of capital losses is minimised through careful analysis of the collateral available to investee companies; and

• investments where there is a strong relationship with the key decision makers.

In respect of hedge fund of fund investments (which represent non-qualifying investments under the tax rules applying to VCT's) GAM was appointed as TPIM's sub-adviser to advise on the selection of GAM fund of hedge funds.

The Company's investment policy and strategy for the realisation of the remaining investments is discussed in the Investment Manager's review on page 6.

Directors

The Directors of TP70 VCT plc during the year were as follows:

MG Sherry (Chairman)

JC Murrin

ID Parsons

RA Rose

At 28 February 2013 and 28 February 2012 MG Sherry held 25,625 ordinary shares of 1p each, JC Murrin held 15,375 ordinary shares of 1p each and ID Parsons held 50,000 ordinary shares of 1p each. There have been no changes in the holdings of the Directors between 28 February 2013 and the date of this report.

Under the Listing Rules any Directors who are not deemed independent must offer themselves for re-election. MG Sherry has an equity interest in TPIM and JC Murrin is a Director of another VCT managed by TPIM. Therefore neither is deemed independent and will retire and being eligible offer themselves for re-election at the AGM. Both ID Parsons and RA Rose are deemed to be independent.

Under the Listing Rules Directors must offer themselves for re-election every three years, therefore ID Parsons offers himself for re-election at the next Annual General Meeting.

The Board has considered provision B.7.2 of the UK Corporate Governance Code (June 2010) and believes that all the Directors continue to be effective and to demonstrate commitment to their roles, the Board and the Company.

Directors' and Officers' Liability Insurance

The Company has, as permitted by S232 of the Companies Act 2006, maintained insurance cover on behalf of the Directors and Company Secretary, indemnifying them against certain liabilities which may be incurred by them arising from their office.

Management

TPIM acts as Investment Manager to the Company. The principal terms of the Company's management agreement with TPIM are set out in note 5 to the Financial Statements.

The Board has evaluated the performance of the Investment Manager based on the returns generated since taking on the management of the Fund and a review of the management contract and the services provided in accordance with its terms. As required by the Listing Rules, the Directors confirm that in their opinion the continuing appointment of TPIM as Investment Manager is in the best interests of the shareholders as a whole. In reaching this conclusion the Directors have taken into account the performance of other VCTs managed by TPIM and the service provided by TPIM to the Company.

Substantial Shareholdings

As at the date of this report no disclosures of major shareholdings had been made to the Company under Disclosure and Transparency Rule 5 (Vote Holder and Issuer Notification Rules).

Annual General Meeting

Notice convening the 2013 Annual General Meeting of the Company and a form of proxy in respect of that meeting can each be found at the end of this document. If proposals for the Company's liquidation are approved prior to the Annual General Meeting then the need for the Annual General Meeting will fall away.

Risk Management Objectives and Policies

As a Venture Capital Trust, the Company's objective is to provide shareholders with an attractive income and capital return by investing its funds in a broad spread of unlisted UK companies which meet the relevant criteria for investment by Venture Capital Trusts.

The Board carries out a regular review of the environment in which the Company operates. The main areas of risk identified by the Board are described in note 15.

VCT qualifying status risk: the Company is required at all times to observe the conditions laid down in the Income Tax Act 2007 for the maintenance of approved VCT status. The loss of such approval could lead to the Company losing its exemption from corporation tax on capital gains, to investors being liable to pay income tax on dividends received from the Company and, in certain circumstances, to investors being required to repay the initial income tax relief on their investment. The Investment Manager keeps the Company's VCT qualifying status under continual review and reports to the Board on a quarterly basis. The Board has also retained PricewaterhouseCoopers LLP to undertake an independent VCT status monitoring role.

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Environmental, Social and Employee Issues

Due to the nature of the Company's activities, employee issues do not apply to it directly and therefore no disclosures in respect of these matters have been included in the Financial Statements. Its investment in companies engaged in the energy generation from renewable sources means it will contribute to the reduction in carbon emissions.

Share Capital, Rights Attaching to the Shares and Restrictions on Voting and Transfer

The Company's share capital is £500,000 divided into 50,000,000 shares of 1p each, of which 31,992,471 shares were in issue at 28 February 2013. As at that date none of the issued shares was held by the Company as treasury shares. Subject to any suspension or abrogation of rights pursuant to relevant law or the Company's articles of association, the shares confer on their holders (other than the Company in respect of any treasury shares) the following principal rights:

a) the right to receive out of profits available for distribution such dividends as may be agreed to be paid (in the case of a final dividend in an amount not exceeding the amount recommended by the Board as approved by shareholders in general meeting or in the case of an interim dividend in an amount determined by the Board). All dividends unclaimed for a period of 12 years after having become due for payment are forfeited automatically and cease to remain owing by the Company;

b) the right, on a return of assets on a liquidation, reduction of capital or otherwise, to share in the surplus assets of the Company remaining after payment of its liabilities pari passu with other holders of ordinary shares; and

c) the right to receive notice of and to attend and speak and vote in person or on a poll by proxy at any general meeting of the Company. On a show of hands every member present or represented and voting has one vote and on a poll every member present or represented and voting has one vote for every share of which that member is the holder; the validly executed appointment of a proxy must be received not less than 48 hours before the time of the holding of the relevant meeting or adjourned meeting or, in the case of a poll taken otherwise than at or on the same day as the relevant meeting or adjourned meeting, be received after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll.

These rights can be suspended if a member, or any other person appearing to be interested in shares held by that member, has failed to comply within the time limits specified in the Company's articles of association with a notice pursuant to Section 793 of the Companies Act 2006 (notice by a company requiring information about interests in its shares). The Company can until the default ceases suspend the right to attend and speak and vote at a general meeting and if the shares represent at least 0.25% of their class the Company can also withhold any dividend or other money payable in respect of the shares (without any obligation to pay interest) and refuse to accept certain transfers of the relevant shares. Shareholders, either alone or with other shareholders, have other rights as set out in the Company's articles of association and in company law (Principally the Companies Act 2006).

A member may choose whether his or her shares are evidenced by share certificates (certificated shares) or held in electronic (uncertificated) form in CREST (the UK electronic settlement system). Any member may transfer all or any of his or her shares, subject in the case of certificated shares to the rules set out in the Company's articles of association or in the case of uncertificated shares to the regulations governing the operation of CREST (which allow the Directors to refuse to register a transfer as therein set out).

The transferor remains the holder of the shares until the name of the transferee is entered in the register of members. The Directors may refuse to register a share transfer if it is in respect of a certificated share which is not fully paid up or on which the Company has a lien provided that, where the share transfer is in respect of any share admitted to the Official List maintained by the UK Listing Authority any such discretion may not be exercised so as to prevent dealings taking place on an open and proper basis, or if in the opinion of the Directors (and with the concurrence of the UK Listing Authority) exceptional circumstances so warrant, provided that the exercise of such power will not disturb the market in those shares. Whilst there are no squeeze-out and sell out rules relating to the shares in the Company's articles of association, shareholders are subject to the compulsory acquisition provisions in Sections 974 to 991 of the Companies Act 2006.

Amendment of Articles of Association

The Company's articles of association may be amended by the members of the Company by special resolution (requiring a majority of at least 75% of the persons voting on the relevant resolution).

Appointment and Replacement of Directors

A person may be appointed as a Director of the Company by the shareholders in general meeting by ordinary resolution (requiring a simple majority of the persons voting on the relevant resolution) or by the Directors; no person, other than a Director retiring by rotation or otherwise, shall be appointed or re-appointed a Director at any general meeting unless he is recommended by the Directors or, not less than 7 nor more than 42 clear days before the date appointed for the meeting, notice is given to the Company of the intention to propose that person for appointment or re-appointment in the form and manner set out in the Company's articles of association.

Each Director who is appointed by the Directors (and who has not been elected as a Director of the Company by the members at a general meeting held in the interval since his appointment as a Director of the Company) is to be subject to election as a Director of the Company by the members at the first Annual General Meeting of the Company following his or her appointment. At each Annual General Meeting of the Company one third of the Directors for the time being, or if their number is not three or an integral multiple of three the number nearest to but not exceeding one-third, are to be subject to re-election.

The Companies Act allows shareholders in general meeting by ordinary resolution (requiring a simple majority of the persons voting on the relevant resolution) to remove any Director before the expiration of his or her period of office, but without prejudice to any claim for damages which the Director may have for breach of any contract of service between him or her and the Company.

A person also ceases to be a Director if he or she resigns in writing, ceases to be a Director by virtue of any provision of the Companies Act, becomes prohibited by law from being a Director, becomes bankrupt or is the subject of a relevant insolvency procedure, or becomes of unsound mind, or if the Board so decides following at least six months' absence without leave or if he or she becomes subject to relevant procedures under the mental health laws, as set out in the Company's articles of association.

Powers of the Directors

Subject to the provisions of the Companies Acts, the memorandum and articles of association of the Company and any directions given by shareholders by special resolution, the articles of association specify that the business of the Company is to be managed by the Directors, who may exercise all the powers of the Company, whether relating to the management of the business or not. In particular, the Directors may exercise on behalf of the Company its powers to purchase its own shares to the extent permitted by shareholders.

Auditor

Grant Thornton UK LLP offers itself for reappointment as auditor. In accordance with S489(4) of the Companies Act 2006, a resolution to reappoint Grant Thornton UK LLP as auditor and to authorise the Directors to fix their remuneration will be proposed at the forthcoming Annual General Meeting.

On behalf of the Board

Michael Sherry

Chairman

26 June 2013

Report of the Directors - Directors' Remuneration Report

Introduction

This report is submitted in accordance with schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008, in respect of the year ended 28 February 2013. The information included in this report is not subject to audit except where specified. This report also meets the Financial Services Authority's Listing Rules and describes how the Board has applied the principles relating to Directors' remuneration set out in UK Corporate Governance Code (June 2010).

Consideration by the Directors of Matters Relating to Directors' Remuneration

The Board as a whole considers Directors' remuneration and has not appointed a separate committee in this respect. The Board has not sought advice or services from any person in respect of its consideration of Directors' remuneration during the year.

Statement of the Company's Policy on Directors' Remuneration

The Board consists entirely of Non-Executive Directors who meet at least four times a year and on other occasions as necessary to deal with the Company's affairs. Directors are appointed with the expectation that they will serve for the five to six year expected life of the Company.

Each Director has a service contract. Each Director has a notice period of three months and a Director may resign by notice in writing to the Board at any time. None of the Directors is entitled to compensation payable upon early termination of their contract other than in respect of any unexpired notice period.

The Company's policy is that the fees payable to the Directors should reflect the time spent by the Board on the Company's affairs and the responsibilities borne by the Directors and should be sufficient to enable candidates of highcalibre to be recruited.

The Company's policy is for the Directors to be remunerated in the form of fees, payable quarterly in arrear, to the Directors personally. The fees are not specifically related to the Directors' performance, either individually or collectively. There are no long-term incentive schemes, share option schemes or pension schemes in place. No other remuneration or compensation was paid or payable by the Company during the year to any of the Directors.

Insurance cover has been provided by the Company to indemnify the Directors against certain liabilities which may be incurred by the Directors in relation to the Company's affairs.

Remuneration Committee

Since the Company consists solely of Non-Executive Directors, a Remuneration Committee is not considered necessary.

Share Dealings

There have been no trades in the Company's shares to date. Therefore, no performance graph comparing the share price of the Company over the year ended 28 February 2013 with the total return from a notional investment in the FTSE All-Share index over the same period has been included.

No market maker has been appointed and therefore no current bid and offer price is available for the Company's shares. However the Board's policy is to buy back shares from shareholders at a 10% discount to net asset value. The Company will produce a graph of its share performance once there is sufficient activity for the graph to be meaningful to shareholders.

On behalf of the Board

Michael Sherry

Chairman

26 June 2013

Report of the Directors - Corporate Governance

The Board of TP70 VCT plc has considered the principles and recommendations of the Association of Investment Companies Code of Corporate Governance (AIC Code) by reference to the Association of Investment Companies Corporate Governance Guide for Investment Companies (AIC Guide). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code (June 2010), as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. The Board considers that reporting against principles and recommendations of the AIC Code, by reference to the AIC Guide, which incorporates the UK Corporate Governance Code (June 2010), will provide improved reporting to shareholders.

The Company is committed to maintaining high standards in corporate governance and has complied with the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code (June 2010), except as set out at the end of this report in the Compliance Statement.

The Corporate Governance Report forms part of the Report of the Directors.

Board of Directors

The Company has a Board of four Non-Executive Directors. Since all Directors are Non-Executive and day-to-day management responsibilities are sub-contracted to the Investment Manager, the Company does not have a Chief Executive Officer. The Directors have a range of business and financial skills which are relevant to the Company; these are described on page 3 of this report. Directors are provided with key information on the Company's activities, including regulatory and statutory requirements by the Investment Manager. The Board has direct access to company secretarial advice and compliance services provided by the Manager, which is responsible for ensuring that Board procedures are followed and applicable regulations complied with. All Directors are able to take independent professional advice in furtherance of their duties.

Any appointment of new Directors to the Board is conducted, and appointments made, on merit, with due regard for the benefits of diversity on the Board, including gender. All Directors are able to allocate sufficient time to the Company to discharge their responsibilities.

The Board meets regularly on a quarterly basis, and on other occasions as required, to review the investment performance and monitor compliance with the investment policy laid down by the Board. There is a formal schedule of matters reserved for Board decision and the agreement between the Company and the Manager has authority limits beyond which Board approval must be sought.

The Investment Manager has authority over the management of the investment portfolio, the organisation of custodial services, accounting, secretarial and administrative services. In practice the Investment Manager makes investment recommendations for the Board's approval. In addition all investment decisions involving other VCTs managed by the Investment Manager are taken by the Board rather than the Investment Manager. Other matters reserved for the Board include:

• the consideration and approval of future developments or changes to the investment policy, including risk and asset allocation;

• consideration of corporate strategy;

• approval of any dividend or return of capital to be paid to the shareholders;

• the appointment, evaluation, removal and remuneration of the Investment Manager;

• the performance of the Company, including monitoring the net asset value per share; and

• monitoring shareholder profiles and considering shareholder communications.

The Chairman leads the Board in the determination of its strategy and in the achievement of its objectives. The Chairman is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda, and has no involvement in the day to day business of the Company. He facilitates the effective contribution of the Directors and ensures that they receive accurate, timely and clear information and that they communicate effectively with shareholders. The Chairman does not have significant commitments conflicting with his obligations to the Company.

The Company Secretary is responsible for advising the Board on all governance matters. All of the Directors have access to the advice and services of the Company Secretary, which has administrative responsibility for the meetings of the Board and its committees. Directors may also take independent professional advice at the Company's expense where necessary in the performance of their duties. As all of the Directors are Non-Executive, it is not considered appropriate to identify a member of the Board as the senior Non-Executive Director of the Company.

The Company's articles of association and the schedule of matters reserved to the Board for decision provide that the appointment and removal of the Company Secretary is a matter for the full Board.

The Company's articles of association require that one third of the Directors should retire by rotation each year and seek re-election at the Annual General Meeting, and that Directors newly appointed by the Board should seek re-appointment at the next Annual General Meeting. The Board complies with the requirement of the UK Corporate Governance Code (June 2010) that all Directors are required to submit themselves for re-election at least every three years.

During the period covered by these Financial Statements the following meetings were held:

Audit Committee

The Board has appointed an Audit Committee, of which Chad Murrin is Chairman, which deals with matters relating to audit, financial reporting and internal control systems. The committee meets as required and has direct access to Grant Thornton UK LLP, the Company's auditor.

The Audit Committee safeguards the objectivity and independence of the auditor by reviewing the nature and extent of non-audit services supplied by the external auditors of the Company, seeking to balance objectivity and value for money.

The Audit Committee's terms of reference include the following roles and responsibilities:

·; reviewing and making recommendations to the Board in relation to the Company's published Financial Statements and other formal announcements relating to the Company's financial performance;

·; reviewing and making recommendations to the Board in relation to the Company's internal control (including internal financial control) and risk management systems;

·; periodically considering the need for an internal audit function;

·; making recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor;

·; reviewing and monitoring the external auditor's independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional regulatory requirements;

·; monitoring the extent to which the external auditor is engaged to supply non-audit services; and

·; ensuring that the Investment Manager has arrangements in place for the investigation and follow-up of any concerns raised confidentially by staff in relation to the propriety of financial reporting or other matters.

The committee reviews its terms of reference and effectiveness annually and recommends to the Board any changes required as a result of the review. The terms of reference are available on request from the Company Secretary.

The Board considers that the members of the committee collectively have the skills and experience required to discharge their duties effectively, and that the chairman of the committee meets the requirements of the UK Corporate Governance Code (June 2010) as to relevant financial experience.

The Company does not have an independent internal audit function as it is not deemed appropriate given the size of the Company and the nature of the Company's business. However, the committee considers annually whether there is a need for such a function and, if there were, would recommend it be established.

In respect of the year ended 28 February 2013, the audit committee discharged its responsibilities by:

• reviewing and approving the external auditor's terms of engagement and remuneration;

• reviewing the external auditor's plan for the audit of the Financial Statements, including identification of key risks and confirmation of auditor independence;

• reviewing TPIM's statement of internal controls operated in relation to the Company's business and assessing those controls in minimising the impact of key risks;

• reviewing periodic reports on the effectiveness of TPIM's compliance procedures;

• reviewing the appropriateness of the Company's accounting policies; and

• reviewing the Company's half-yearly results statements prior to Board approval.

Internal Control

The Directors have overall responsibility for keeping under review the effectiveness of the Company's systems of internal controls. The purpose of these controls is to ensure that proper accounting records are maintained, the Company's assets are safeguarded and the financial information used within the business and for publication is accurate and reliable; such a system can only provide reasonable and not absolute assurance against material misstatement or loss. The system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives. As part of this process an annual review of the internal control systems is carried out. The review covers all material controls including financial, operational and risk management systems. The Directors regularly review financial results and investment performance with the Investment Manager.

The Directors have established an ongoing process designed to meet the particular needs of the Company in identifying, evaluating and managing risks to which it is exposed. The process adopted is one whereby the Directors identify the risks to which the Company is exposed including, among others, market risk, VCT qualifying investment risk and operational risks which are recorded on a risk register. The controls employed to mitigate these risks are identified and the residual risks are rated taking into account the impact of the mitigating factors. The risk register is updated twice a year.

TPIM is engaged to provide administrative including accounting services and retains physical custody of the documents of title relating to investments.

The Directors regularly review the system of internal controls, both financial and non-financial, operated by the Company and the Investment Manager. These include controls designed to ensure that the Company's assets are safeguarded and that proper accounting records are maintained.

Internal control systems include the production and review of quarterly bank reconciliations and management accounts. The VCT is subject to a full annual audit. The auditors are the same auditors as other VCTs managed by the Investment Manager. The Investment Manager's procedures are subject to internal compliance checks.

Going Concern

Following completion of shareholders' five year holding period, steps have been taken to realise the Company's investments and distributions of 70.68 pence per share have been made during the year. The Board will be proposing resolutions to place the Company into Members' Voluntary Liquidation, which will require shareholders' approval. Thereafter all further funds will be returned to shareholders by way of capital distribution by the liquidators. In the circumstances these Financial Statements have been prepared on a break up basis taking into account the expected costs of the Company's liquidation.

Relations with Shareholders

The Board recognises the value of maintaining regular communications with shareholders. In addition to the formal business of the Annual General Meeting, an opportunity is given to all shareholders to question the Board and the Investment Manager on matters relating to the Company's operation and performance. The Board and the Investment Manager will also respond to any written queries made by shareholders during the course of the year and both can be contacted at 4-5 Grosvenor Place, London, SW1X 7HJ or on 020 7201 8989.

Compliance Statement

The Listing Rules require the Board to report on compliance with the UK Corporate Governance Code (June 2010) provisions throughout the accounting period. With the exception of the limited items outlined below, the Directors consider that the Company has complied throughout the period under review with the provisions set out in the UK Corporate Governance Code (June 2010).

1. New Directors do not receive a full, formal and tailored induction on joining the Board. Such matters are addressed on an individual basis as they arise (B.4.1).

2. Due to the size of the Board and the nature of the Company's business, a formal performance evaluation of the Board, its committees, the individual Directors and the Chairman has not been undertaken. Specific performance issues are dealt with as they arise (B.6.1, B.6.3).

3. The Company does not have a senior Independent Director. The Board does not consider such an appointment appropriate for the Company (A.4.1).

4. The Company conducts a formal review as to whether there is a need for an internal audit function. The Directors do not consider that an internal audit would be an appropriate control for a Venture Capital Trust (C.3.5).

5. As all the Directors are Non-Executive, it is not considered appropriate to appoint a Nomination or Remuneration Committee (D.2.1 and B.2.1).

6. The Audit committee includes four Non-Executive Directors, two of whom are not considered independent. The Board regularly reviews the independence of its Directors but does not consider it appropriate to appoint an additional Director (C.3.1).

On behalf of the Board

Michael Sherry

Chairman

26 June 2013

Report of the Directors - Directors' Responsibility Statement

The Directors are responsible for preparing the Report of the Directors, the Directors Remuneration Report and the Financial Statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have elected to prepare the Financial Statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directors must not approve the Financial Statements 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 year. In preparing these Financial Statements, 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 IFRSs have been followed, subject to any material departures disclosed and explained in the Financial Statements;

·; prepare the Financial Statements 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 Financial Statements and the Remuneration report 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.

The Directors confirm that: 

·; so far as each of the Directors is aware there is no relevant audit information of which the Company's auditor is unaware; and

·; the Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

The Company's Financial Statements are published on the TPIM website, www.triplepoint.co.uk. The maintenance and integrity of this website is the responsibility of TPIM and not of the Company. Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions. 

To the best of our knowledge:

·; the Financial Statements, prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

·; the Report of the Directors 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 Sherry

Chairman

26 June 2013

Independent auditor's report to the members of TP70 VCT plc

We have audited the Financial Statements of TP70 VCT Plc for the year ended 28 February 2013 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Shareholders' Equity, the Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Directors and auditor

As explained more fully in the Directors' Responsibilities Statement set out on page 20, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the Financial Statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the Financial Statements

A description of the scope of an audit of Financial Statements is provided on the APB's website at www.frc.org.uk/apb/scope/private.cfm.

Opinion on Financial Statements

In our opinion the Financial Statements:

·; give a true and fair view of the state of the Company's affairs as at 28 February 2013 and of its profit for the year then ended;

·; have been properly prepared in accordance with IFRS as adopted by the European Union; and

·; have been prepared in accordance with the requirements of the Companies Act 2006.

Emphasis of matter - break up basis

In forming our opinion on the Financial Statements, which is not modified, we have considered the adequacy of the disclosure made in note 2 to the Financial Statements. As explained in note 2, following completion of shareholders' five year holding period, steps have been taken to realise the Company's investments and distributions of 70.68 pence per share have been made during the year. It is the Directors' present intention that as part of the realisation process the Company should be placed into Members' Voluntary Liquidation. The Financial Statements have not therefore been prepared on the going concern basis, but instead have been drawn up on a break-up basis.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

·; the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and

·; the information given in the Report of the Directors for the financial year for which the Financial Statements are prepared is consistent with the Financial Statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

Under the Companies Act 2006 we are required to report to you if, in our opinion:

·; adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

·; the Financial Statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or

·; certain disclosures of Directors' remuneration specified by law are not made; or

·; we have not received all the information and explanations we require for our audit.

Under the Listing Rules, we are required to review:

·; the Directors' Statement, set out on page 19, in relation to going concern;

·; the part of the Corporate Governance Statement relating to the Company's compliance with the nine provisions of the UK Corporate Governance Code (June 2010) specified for our review; and

·; certain elements of the report to the shareholders by the Board on Directors' remuneration.

Tracey James

Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

OXFORD

26 June 2013

Statement of Comprehensive Income

For the year ended 28 February 2013

The total column of this statement is the Statement of Comprehensive Income of the Company prepared in accordance with International Financial Reporting Standards (IFRS). The supplementary revenue return and capital columns have been prepared in accordance with the Association of Investment Companies Statement of Recommended Practice (AIC SORP).

This Statement of Comprehensive Income includes all recognised gains and losses.

The accompanying notes are an integral part of these statements.

Balance Sheet

At 28 February 2013

The statements were approved by the Directors and authorised for issue on 26 June 2013 and are signed on their behalf by:

Michael Sherry

Chairman

26 June 2013

Company registration number: 6010401

The accompanying notes are an integral part of this statement.

Statement of Changes in Shareholders' Equity

For the year ended 28 February 2013

The capital reserve represents realised and unrealised gains and losses on investments and the proportion of investment management fees charged against capital. The capital reserve is not distributable. The special distributable reserve was created on court cancellation of the share premium account. The revenue and special distributable reserve are distributable by way of dividend. The write back of share issue costs results from charges in prior periods being reversed.

The accompanying notes are an integral part of this statement.

Statement of Cash Flows

For the year ended 28 February 2013

The accompanying notes are an integral part of this statement.

Notes to the Financial Statements

1. Corporate Information

The Financial Statements of the Company for the year ended 28 February 2013 were authorised for issue in accordance with a resolution of the Directors on 26 June 2013.

The Company was admitted for listing on the London Stock Exchange on 21 March 2007.

TP70 VCT plc is incorporated and domiciled in Great Britain. The address of TP70 VCT plc's registered office, which is also its principal place of business, is 4-5 Grosvenor Place, London, SW1X 7HJ.

TP70 VCT plc's Financial Statements are presented in pounds sterling (£) which is also the functional currency of the Company, rounded to the nearest thousand.

The principal activity of the Company is investment. The Company's investment strategy was to offer combined exposure to GAM Diversity (GAM's fund of hedge funds) and venture capital investments focused on companies with contractual revenues from financially secure counterparties. The investment in GAM Diversity has now been realised, so the Company no longer has this exposure.

2. Basis of Preparation and Accounting Policies

Basis of Preparation

The Financial Statements of the Company for the year ended 28 February 2013 have been prepared in accordance with International Financial Reporting Standards ("IFRS") adopted for use in the European Union and comply with the Statement of Recommended Practice: "Financial Statements of Investment Trust Companies and Venture Capital Trusts" (SORP) issued by the Association of Investment Companies (AIC) in January 2009, in so far as this does not conflict with IFRS.

Following completion of shareholders' five year holding period, steps have been taken to realise the Company's investments and distributions of 70.68 pence per share have been made during the year. The Board will be proposing resolutions to place the Company into Members' Voluntary Liquidation, which will require shareholders' approval. Thereafter all further funds will be returned to shareholders by way of capital distribution by the liquidators. In the circumstances these Financial Statements have been prepared on a break up basis taking into account the expected costs of the Company's liquidation.

The preparation of Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgements.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities relate to:

·; the valuation of unlisted financial investments held at fair value through profit or loss, which are valued on the basis noted below (in the section headed current asset investments).

·; the recognition or otherwise of accrued income on loan notes and similar instruments granted to investee companies, which are assessed in conjunction with the overall valuation of unlisted financial investments as noted above.

The key judgements made by the Directors are in the valuation of non-current assets. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects that period or in the period of revision and future periods if the revision affects both current and future periods. The carrying value of investments is disclosed in note 10.

The Directors do not believe that there are any further key judgements made in applying accounting policies or estimates in respect of the Financial Statements.

These Financial Statements have been prepared in accordance with the accounting policies set out below which are based on the recognition and measurement principles of IFRS in issue as adopted by the European Union (EU).

Standards Issued but not yet Effective

The following new standards, amendments to standards and interpretations are not yet effective for the year ended 28 February 2013, and have not been applied in preparing these Financial Statements.

·; IFRS 9 Financial Instruments (effective 1 January 2015)

·; IFRS 12 Disclosure of Interests in Other Entities (effective 1 January 2013)

·; IFRS 13 Fair Value Measurement (effective 1 January 2013)

·; IAS 27 (Revised), Separate Financial Statements (effective 1 January 2013)

·; Presentation of Items of Other Comprehensive Income - Amendments to IAS 1 (effective 1 July 2012)

·; Disclosures - Offsetting Financial Assets and Financial Liabilities - Amendments to IFRS 7 (effective 1 January 2013)

·; Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32 (effective 1 January 2014)

·; Mandatory Effective Date and Transition Disclosures - Amendments to IFRS 9 and IFRS 7 (effective 1 January 2015)

·; Annual Improvements 2009-2011 Cycle (effective 1 January 2013)

·; Transition Guidance - Amendments to IFRS 10, IFRS 11 and IFRS 12 (effective 1 January 2013)

·; Investment Entities - Amendments to IFRS 10, IFRS 12 and IAS 27 (effective 1 January 2014)

All of these changes will be applied by the Company from the effective date but none of them is expected to have a significant impact on the Company's Financial Statements.

Presentation of Statement of Comprehensive Income

In order better to reflect the activities of a Venture Capital Trust, and in accordance with the guidance issued by the Association of Investment Companies, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Income Statement. Prior to 6 April 2012 in accordance with the Company's status as a UK Investment Company under S833 of the Companies Act 2006, net capital returns could not be distributed by way of dividend.

Capital Management

Capital management is monitored and controlled using the internal control procedures set out on page 18. The capital being managed includes equity and fixed interest VCT qualifying investments, cash balances and liquid resources including debtors and creditors.

The Company's objectives when managing capital are:

·; to manage the business, so that it can continue to provide returns to shareholders and benefits for other stakeholders;

·; to ensure sufficient liquid resources are available to meet the funding requirements of its investments and to fund new investments where identified.

The Company has no external debt; consequently all capital is represented by the value of share capital, distributable and other reserves. Total shareholder equity at 28 February 2013 was £0.7 million (2012: £22.7 million).

Investments

The Company invests in financial assets with a view to profiting from their total return through income and capital growth. These investments are managed and their performance is evaluated on a fair value basis in accordance with the investment policy detailed in the Directors' Report on page 9, and information about the portfolio is provided internally on that basis to the Company's Board of Directors. Accordingly upon initial recognition the investments are designated by the Company as "at fair value through profit or loss" in accordance with IAS 39 "Financial instruments recognition and measurement". They are included initially at fair value, which is taken to be their cost (excluding expenses incidental to the acquisition which are written off in the Statement of Comprehensive Income and allocated to "capital" at the time of acquisition). Subsequently the investments are valued at "fair value", which is the amount for which an asset can be exchanged between knowledgeable willing parties in an arm's length transaction. This is measured as follows:

·; Unlisted investments are fair valued by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Fair value is established by using measurements of value such as price of recent transactions, earnings multiples and net assets.

·; Listed investments are fair valued at bid price on the relevant date.

Investments have been classified as current assets as either they have been disposed of or are expected to be disposed of within 12 months of the balance sheet date.

Where securities are designated upon initial recognition as at fair value through profit or loss, gains and losses arising from changes in fair value are included in the statement of comprehensive income for the year as capital items in accordance with the AIC SORP. The profit or loss on disposal is calculated net of transaction costs of disposal.

Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.

Derivatives, comprising income swaps, are classified at fair value through profit or loss.

Whether gains or losses on derivative transactions fall to be treated as capital or revenue will depend on the nature of the transaction. Both the underlying motives of the transaction and its circumstances are considered to be important in determining whether changes in its value are of a capital or revenue nature. In some circumstances gains or losses may have to be apportioned between capital and revenue to reflect the nature of the transaction.

Due to the intention of the Board to put the VCT into Members Voluntary Liquidation all investments are held at the value expected to be realised on their disposal. Investments disposed of since the year end have been valued in the Financial Statements at the actual price achieved. Investments not disposed of at the time of approving the Financial Statements have been valued on either a net asset or discounted cash flow basis in accordance with the basis used for each investment to determines its anticipated sale price.

Net asset values are based on the carrying values of the key asset and liabilities of the business. The Investment Manager and the potential purchasers of these investments have undertaken due diligence procedures in order to be satisfied with the underlying value of the assets.

Investment values derived from discounted cash flows are based on the contracted income and expenditure. They are sensitive to the timing of the cash flows and the discount rate applied.

Income

Investment income includes interest earned on bank balances and money market funds and includes income tax withheld at source. Dividend income is shown net of any related tax credit and is brought into account on the ex-dividend date.

Fixed returns on investment loans, debt and money market funds are recognised on a time apportionment basis so as to reflect the effective yield, provided there is no reasonable doubt that payment will be received in due course.

Expenses

All expenses are accounted for on the accruals basis. Expenses are charged to revenue with the exception of the investment management fee, which has been charged 25% to the revenue account and 75% to the capital account to reflect, in the Directors' opinion, the expected long term split of returns in the form of income and capital gains respectively from the investment portfolio.

Taxation

Corporation tax payable is applied to profits chargeable to corporation tax, if any, at the current rate in accordance with IAS 12 "Income Taxes". The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue on the "marginal" basis as recommended by the SORP.

In accordance with IAS 12, deferred tax is recognised using the balance sheet method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. The Directors have considered the requirements of IAS 12 and do not believe that any provision should be made.

Financial Instruments

The Company's principal financial assets are its investments and the accounting policies in relation to those assets are set out above. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity. Derivatives are classified at fair value through profit or loss. Movements on the fair value of the derivatives are recognised in the capital column of the statement of comprehensive income based on the underlying returns generated by the fund.

Issued Share Capital

Ordinary shares are classified as equity because they do not contain an obligation to transfer cash or another financial asset to third parties. Issue costs associated with the allotment of shares have been deducted from the share premium account in accordance with IAS 32.

Cash and Cash Equivalents

Cash and cash equivalents represent cash available at less than 3 months' notice and are classified as loans and receivables under IAS 39, "Financial Instruments: Recognition and Measurement".

Reserves

The revenue reserve (retained earnings) and capital reserve reflect the guidance in the AIC SORP. The capital reserve represents realised and unrealised gains and losses on the disposal and holding of investments and the proportion of Investment Management fees charged against capital. The capital reserve is not distributable. The special distributable reserve was created on court cancellation of the share premium account. The revenue and special distributable reserve are distributable by way of dividend.

3. Segmental Reporting

The Company only has one class of business, being investment activity.  All revenues and assets are generated and held in the UK.

4. Investment Income

5. Investment Management Fees

TPIM provides investment management and administration services to the Company under an Investment Management Agreement effective 5 April 2007 which ran for a period of 5 years and may be terminated at any time thereafter by not less than twelve months' notice given by either party. It provides for an administration and investment management fee of 1.75% per annum of net assets calculated and payable quarterly in arrear. In addition TPIM receives an arrangement fee of up to 3% from Investee Companies. Should such notice be given, the Investment Manager would perform its duties under the Investment Management Agreement and receive its management fee during the notice period.

The 1.5% per annum element of the fee relating to investment management ceased to accrue from 1 April 2012. Instead in accordance with the terms of the agreement, a fee is payable to TPIM of 1% of distributions made after 1 April 2012 to Shareholders. For the year ended 28 February 2013 the amount paid was £229,000.

6. Legal and Professional Fees

Legal and professional fees include the following remuneration paid to the Company's auditor, Grant Thornton UK LLP:

7. Directors' Remuneration

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 four. The Directors are considered to be the Company's key management personnel. Full disclosure of key management personnel's remuneration is included in the Directors' Remuneration Report.

8. Taxation

Capital gains and losses are exempt from corporation tax due to the Company's status as a Venture Capital Trust.

£1,784,000 (2012: £2,107,560) of unused tax losses are carried forward, for which no deferred tax asset has been recognised.

9. Earnings/(Loss) per Share

The earnings per share is based on a profit from ordinary activities after tax of £586,574 (2012: loss £916,638), and on the weighted average number of shares in issue during the period of 31,992,471 (2012: 31,992,471).

There are no potentially dilutive capital instruments in issue and, therefore, no diluted return per share figures are included in these Financial Statements.

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 if quoted prices are readily and regularly available, and those prices represent actual and regularly occurring market transactions on an arm's length 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 in active markets is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available 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 earnings multiples and discounted cash flows. If one or more of the significant inputs is not based on observable 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.

All items held at fair value through the income statement were designated as such upon initial recognition.

Level 3 valuations include assumptions based on non-observable data, such as discounts applied either to reflect the revaluation of the Investee Company's financial assets, or the price of recent investments, or valuations of investments based on their net asset values.

At 28 February 2013 the fair value of the Cinema Digitisation companies and the Solar company Campus Link Ltd reflect the proceeds received in relation to the equity element of these investments which were disposed of subsequent to the year end. At 28 February 2013, TP70 had realised its loan investments but retained legal title to the equity investments in these companies as the contracts had not been finalised.

The fair value of the Electricity Generation company Beam Carrier Trading Limited is resolved to realise the equity portion of its investment, through its share of the net assets of the business owed to it from its liquidation. Beam Carrier entered liquidation on 27 February 2013.

On the basis that cash has however been received for these investments in their entirety, and in the case of Beam Carrier Trading Limited, that it has been put into liquidation, in the financial statements the Directors have treated the related fair value losses on the equity investments as realised, rather than unrealised, in order to match realised gains made on the disposal of the loan investments prior to the year end.

Movements in investments held at fair value through profit or loss during the year to 28 February 2013 were as follows:

Due to the intention of the Board to put the VCT into Members Voluntary Liquidation all investments are held at the value expected to be realised on their disposal. Investments disposed of since the year end have been valued in the Financial Statements at the actual price achieved. Investments not disposed of at the time of approving the Financial Statements have been valued on either a net asset or discounted cash flow basis in accordance with the basis used for each investment to determines its anticipated sale price.

11. Receivables

12. Cash and Cash Equivalents

Cash and cash equivalents comprise deposits with HSBC Bank plc.

13. Payables

14. Share Capital

15. Financial Instruments and Risk Management

The Company's financial instruments comprise VCT qualifying investments, exposure to a hedge fund, cash balances and liquid resources including debtors and creditors. The Company holds financial assets in accordance with its investment policy detailed in the Directors' Report on page 9.

The following table discloses the financial assets and liabilities of the Company in the categories defined by IAS 39, "Financial Instruments; Recognition & Measurement."