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 29 February 2012.

These results were approved by the Board of Directors on 26 June 2012.

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.

For this purpose, a 'VCT qualifying holding' consists of up to £1 million invested in any one year in new shares or securities of a UK unquoted company (which may be quoted on AIM) which is carrying on a qualifying trade, and whose gross assets at the time of investment do not exceed a prescribed limit. The definition of 'qualifying trade' excludes certain activities such as property investment and development, financial services and asset leasing. The Company will continue to ensure its compliance with these qualification requirements.

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 which, taken together with the current NAV of 70.97p, totals 100.97p.

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 10 to 15 and the Directors' Remuneration Report on pages 16 to 17 have each 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 29 February 2012. The Report of the Directors includes the Company's Financial Summary, Chairman's Statement, Details of Advisers, Shareholder Information, 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 29 February 2012.

30 April 2012 marked the end of the Company's five year VCT holding period. In line with its investment strategy for a rapid exit after five years, the Board started the realisation of investments and planning the return of funds to shareholders. As part of this plan, the Board halved the Company's exposure to GAM Diversity with effect from 30 September 2011 and closed the remaining exposure on 30 March 2012.

After the year end, £11.7 million of qualifying investments have been realised. Of this, £10.8 million came from the realisation of the Company's investments in companies providing digital projection services to the Odeon Cinema chain. There have also been realisations of £0.4 from a solar company and £0.5m from the Satellite companies.

These transactions, combined with the sales proceeds of £3,292,989 from the GAM Diversity exposure, enabled the Board to announce a dividend of 52.4p per share on 10 May 2012. This dividend was subsequently paid on 25 May 2012.

The Company's remaining investments in qualifying companies have a realisable value of some £5.9 million. Exit routes for these investments have been identified and negotiations to conclude those realisations are well advanced. The Board hope that these transactions will reach financial close by the autumn with further distributions in the meantime.

After the realisation of the remaining investments and further distributions have been made, 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.

Further details of the ongoing portfolio realisation process are in the Investment Manager's Review.

Results

At the year end the Company was fully invested in VCT qualifying holdings which at cost represented 77% of investments, exceeding the 70% required for VCT qualification. Further details of the VCT qualifying investment portfolio is given in the Investment Manager's Review.

As it is the Directors' present intention that as part of the realisation process and the returning of funds to Shareholders the Company should go into members' voluntary liquidation, the Financial Statements have not been prepared on a going concern basis, but instead have been drawn up on a realisation basis, estimating the values likely to be realised, net of the anticipated costs of realisation and estimating the likely costs of liquidation. Note the comparative figures at 28 February 2011, which were presented on the going concern basis, have not been restated to break up basis.

Over the year the Company made a loss of £916,638 or 2.87p per share. Contributing factors to this loss include a provision for £279,000 for exit costs, a decline in the value of the Bank Julius Baer note of £378,809, and a provision made at the year end of £639,210 against the realisable value of qualifying investments. Some of these investments have been realised since the year end and others will be realised over the next few months. These losses, which are detailed in the Investment Manager's Review, offset a profit of £185,313 on the trade sale of a qualifying investment during the year and a surplus of investment income over operating expenses, excluding the exit costs, of £195,068. As at 29 February 2012 the NAV per share stood at 70.97p.

Composition of the Board

I have an equity interest in TPIM and Chad Murrin is a Director of other VCTs managed by TPIM, and we are both therefore deemed not to be independent under the listing rules. The Board has taken the decision that in the interest of shareholders we should both continue as Directors in the period leading up to the planned realisation of the Company's investments and that the Board should be strengthened by the appointment of an additional Director deemed independent under the listing rules. Therefore Richard Rose was appointed a director on 22 September 2011. Richard's biography is on page 3.

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 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

As noted above, the Company expects to make further distributions as the realisation programme continues and we will keep shareholders informed about the Company's progress over the coming months.

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 2012

Investment Manager's Review

At the year end the Company held 77% of its net assets in VCT qualifying investments. These investments were made into 14 companies across four sectors; cinema digitisation, satellite trading capacity and electricity generation from solar PV and anaerobic digestion.

As the Company's five year anniversary was passed on the 30th April 2012, the priority has been to arrange an orderly disposal of these investments in order to enable the Board to distribute proceeds to shareholders.

Investment Realisation Programme

At the time of writing, £11.7m has been divested from the qualifying investment portfolio. The Investment Manager is currently in advanced negotiations to conclude the realisation of the remaining investments.

A provision for the losses expected on the realisation of the qualifying investments has been made at the year end for a total of £639,210. Taking into account the profits made from the Company's divestment from Peak Power Associates Limited and its expected profit from Anaerobic Digestion, the net capital losses made on qualifying investments is expected to total £453,897.

These capital losses have been more than offset by the income that has been generated by loans made by TP70 to the investee companies. To 29th February 2012, TP70 has received income totalling £1,728,146 from these loans, bringing the current overall position from the qualifying investment programme to a profit of £1,274,249.

It should be noted that whilst negotiations are well advanced and the values shown in the accounts reflect the expected amount to be received from the completion of the realisation programme, the actual amounts received could be lower.

Realisations to Date

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

During the period the Company disposed of its £1 million qualifying investment in Peak Power Associates Limited to a trade buyer which resulted in a gain of £185,313.

Since the end of the year, the Company has realised part of its holdings in six companies that deploy, maintain and operate digital equipment in cinemas in the UK and Continental Europe. These divestments have raised a total of £10,761,832 to date with further proceeds still to be realised. Although it is expected that a modest loss against the initial investment value of £11million will be shown, TP70 has received interest payments on its loans from those investee companies so that overall the investments will have made a positive return.

Investment Portfolio Summary

The remaining investments in the portfolio are detailed below.

Anaerobic Digestion

The Company has investments in two companies engaged in the generation of electricity from Anaerobic Digestion ("AD"). AD is the production of biogas through the biological treatment of organic materials using naturally occurring organisms. The businesses in which the Company has invested are engaged in farm-based AD. The process takes place inside sealed tanks and produces methane, which is burned to generate electricity, which is then sold to utility companies via a National Grid connection, or to businesses located close to the generator. Income is derived from the production and sale of electricity which will attract Feed-in Tariffs (FITs). The technology used in AD is tried and tested. The equipment has been supplied by one of Europe's leading technology suppliers, Envitech.

The VCT is currently in advanced negotiations to conclude the realisation of its investments in these businesses.

Satellite Capacity

The companies trade in and supply broadband transmission capacity on HYLAS 1, a satellite that uses the latest technology to deliver high speed, two-way data services across Europe. These companies performed less well than expected, partly due to delays in the launch of the satellite (which had the effect of reducing and delaying their ability to sell capacity) and partly due to weaker overall demand for such capacity.

It is expected that the companies will sell their remaining capacity shortly and a provision of £389,400 has been made in the accounts in respect of this.

Solar PV

The Company has invested in four companies that own solar PV panels which are installed on residential properties. These tariffs are index-linked and have been set for 25 years, providing the companies with a long term, visible cash flow. A provision of £247,058 for the solar companies is attributable to the period before they commenced their generation trade.

GAM review

At 29 February 2012 the Company's exposure to GAM Diversity stood at 14%. In the year to 29 February GAM Diversity lost 0.94%, but outperformed the HFRX Global Hedge Fund Index which lost 7.15%. The FTSE All Share gained 1.53%.

In line with the Company's investment strategy to seek an exit for shareholders after the five year VCT holding period, the Company halved its exposure to GAM Diversity with effect from 30 September 2011 by reducing the leverage in the Bank Julius Baer note and closed the remaining exposure shortly after the year end on 30 March 2012.

Outlook

As detailed above, good progress has been made in the realisation of the investment portfolio, in order to fulfil the Company's investment strategy of returning funds to shareholders as soon as practicable following the end of the five year VCT holding period on the 30th April 2012.

The remaining investments continue to perform in line with expectations and it is expected that further realisations at or near current book value will take place over the coming months.

Claire Ainsworth

Managing Partner

for Triple Point Investment Management LLP

26 June 2012

Report of the Directors- Investment Portfolio

Financial assets are measured at fair value through profit or loss. The initial best estimate of fair value of these investments that are either quoted or not quoted on an active market is the transaction price (i.e. cost). The fair value of these investments is subsequently measured by reference to the enterprise value of the investee company, which is best deemed to reflect the fair value. Where the Board considers the investee company's enterprise value to remain unchanged since acquisition, investments continue to be held at cost less any loan repayments received.

In light of the intention to return funds to shareholders and propose resolutions to place the Company in members' voluntary liquidation, the 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.

Report of the Directors- Investment Portfolio (continued)

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 better information to shareholders.

The Company is committed to maintaining high standards of 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 an integral part of the Report of the Directors.

Board of Directors

A review was carried out of the composition of the Boards of all TPIM advised VCT's, which recommended in a number of cases that TPIM appointees should stand down in favour of replacement Directors. However, in the case of TP70 VCT plc, given the expectation that a recommendation would shortly be made to wind the Company up and return funds to shareholders, TPIM and the Board believed that shareholders would be best served by the existing Board continuing in office in order to maintain continuity. It was however decided that an additional independent Director should be appointed to strengthen the Board's independence and accordingly Richard Rose was appointed on 22 September 2011.

Since all Directors are non-executive and day-to-day management responsibilities are sub-contracted to the 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, who 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 the appropriate dividend and any 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 Company Secretary is responsible for advising the Board through the Chairman on all governance matters. All of the Directors have access to the advice and services of the Company Secretary, who 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 newly appointed Directors and non independent Directors should seek re-appointment at the next Annual General Meeting. It is also a requirement of the UK Corporate Governance Code (June 2010) that all Directors must submit themselves for re-election at least every three years.

During the period up to the approval of these Accounts 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. Under the UK Corporate Governance code (June 2010) two of the Board Directors are not considered independent, however as detailed under the heading 'Board of Directors' on page 18, the Board believe that shareholders would be best served by the continuation of the existing members. A further Director who is considered independent was also appointed during the year.

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 it were, would recommend this to the Board.

During the year ended 29 February 2012, 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 all of 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 once a year.

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

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 Audit Partner has access to the Directors of the VCT. The Investment Manager's procedures are subject to internal compliance checks.

Risk Management

TPIM carries out management of liquid funds in accordance with the policy guidelines laid down and regularly reviewed by the Board. The Board carries out a regular review of the risk environment in which the Company operates. The particular risks they have identified are detailed in the Directors' Report on page 12.

The Company has entered into a derivative transaction, further details of which are given in the Chairman's Statement and in note 19 to the Financial Statements.

Going Concern

Following completion of shareholders five year holding period, steps have been taken to realise the Company's investments and an initial distribution of 52.4 pence per share was made on 25 May 2012. After the realisation of the remaining investments and further distributions have been made, the Board will propose 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. Proxy voting figures for each resolution will be announced at the Annual General Meeting. 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 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, 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. However the Directors do not consider that an internal audit would be an appropriate control for a venture capital trust (C3 .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. A smaller company should have at least two independent Non Executive Directors and the audit committee should consist of at least two independent Non Executive Directors. The Board regularly reviews the independence of its members and as a result of their review a decision was taken that an additional Director who is independent of TPIM should be appointed to the Board. (B.1.2, C.3.1)

On behalf of the Board

Michael Sherry

Chairman

26 June 2012

Report of the Directors - Directors' Responsibility Statement

The Directors are responsible for preparing the Report of the Directors 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 as adopted by the European Union (IFRSs). 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 period. 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 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.

In 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 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 the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

·; the Directors' 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 Sherry

Chairman

26 June 2012

Statement of Comprehensive Income

For the year ended 29 February 2012

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).

By disposing of its subsidiary Starshell Limited during the year ended 28 February 2011, TP70 VCT plc is no longer the parent of a group. The results for the prior year are disclosed for the Company only.

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

The accompanying notes are an integral part of this statement.

Balance Sheet

At 29 February 2012

The statements were approved by the Directors and authorised for issue on 26 June 2012 and are signed on their behalf by:

Michael Sherry

Chairman

26 June 2012

Company registration number: 6010401

The accompanying notes are an integral part of this statement.

Statement of Changes in Shareholders' Equity

For the year ended 29 February 2012

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 accompanying notes are an integral part of this statement.

Statement of Cash Flows

For the year ended 29 February 2012

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 29 February 2012 were authorised for issue in accordance with a resolution of the Directors on 26 June 2012.

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 is 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.

2. Basis of Preparation and Accounting Policies

Basis of Preparation

The Financial Statements of the Company for the year ended 29 February 2012 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.

As it is the Directors' intention that the Company will be put into members' voluntary liquidation within 12 months from the date the balance sheet is signed the Financial Statements have been prepared on the break up basis, including all anticipated provisions for the costs of closure and write down of assets to the value expected to be realised based on the Directors' estimates. Actual realisations and costs on liquidation may vary from those anticipated.

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. Further details are provided in the "non-current asset investments" section below.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying values 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 non 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 appropriateness of the allocation of management expenses between revenue and capital, which is based on the split of the long-term anticipated return between revenue and capital of net income, will impact on the value of distributable reserves.

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 11.

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).

On 14 October 2010 the Company disposed of its entire interest in its subsidiary company, Starshell Limited.

Its results were treated as discontinued operations and shown separately in the statement of comprehensive income for the year ended 28 February 2011.

Standards Issued but not yet Effective

The following new standards, amendments to standards and interpretations are not yet effective for the year ended 29 February 2012, and have not been applied in preparing these Financial Statements:

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

·; IFRS 13 Fair Value Measurement (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)

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 the Statement of Comprehensive Income

In order to reflect better 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 Statement of Comprehensive Income. In accordance with the Company's status as a UK investment Company under section 833 of the Companies Act 2006, net capital returns may not be distributed by way of dividend.

Capital Management

Capital management is monitored and controlled using the internal control procedures set out on page 20. 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 safeguard its ability to continue as a going concern, so that it can continue to provide returns to shareholders;

·; 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 29 February 2012 was £22.7 million (2011: £23.6 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 a documented investment strategy detailed on page 10, and information about the portfolio is provided 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" with the exception of the derivative transactions which do not need to be designated. 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 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 recorded in 2011 as non current assets have this year 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. The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue return 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 values of assets and liabilities for financial reporting purposes and the values 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 any 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 IAS39, "Financial Instruments: Recognition and Measurement".

Receivables

Receivables are classified as loans and receivables under IAS39 and are recognised at fair value on initial recognition and subsequently at amortised cost. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.

Trade and Other Payables

Trade and other payables are recognised at fair value on initial recognition and subsequently at amortised cost.

Reserves

The share premium represents the excess of the issue price net of issue costs over the par value of shares. Neither the share premium nor capital reserve are distributable. The capital reserve represents realised and unrealised gains and losses on investments and the proportion of investment management fees charged against capital. 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 runs 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 arrears. 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 element of the fee relating to investment management ceased to accrue from 1 April 2012 instead in accordance with the terms of the agreement, provision has been made for a fee due to TPIM of 1% of distributions made and expected to be made after 1 April 2012 to Shareholders.

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 3. 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.

£699,000 (2011: £963,000) of unused tax losses are carried forward, for which no deferred tax asset has been recognised.

9. Discontinued Operations

On 14 October 2010 the Company disposed of its entire interest in its subsidiary company, Starshell Limited.

Its results were treated as discontinued operations and shown separately in the Statement of Comprehensive Income for the year ended 28 February 2011.

10. Loss per Share

The loss per share is based on a loss from ordinary activities after tax of £916,638 (2011: £252,417), and on the weighted average number of shares in issue during the period of 31,992,471 (2011: 32,020,745).

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

11. 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.

·; Level 2: the fair value of financial instruments that are not traded on active markets is determined by using valuation techniques. These valuation techniques maximise the use of observable 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. See note 19 for further information.

·; Level 3: the fair value of financial instruments that are not traded in an active market (for example, investments in unquoted companies) is determined by using valuation techniques such as earnings multiples. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. See note 2 for further details on the valuation methodologies used.

There have been no transfers between these classifications in the period (2011: none).The change in fair value for the current and previous year is recognised through the profit or loss.

Further details of these investments are provided in the Investment Manager's Review and Investment Portfolio.

All items held at fair value through profit or loss were designated as such upon initial recognition.

Level 3 valuations include assumptions based on non-observable data, such as discounts applied either to reflect revaluation of financial assets held at the price of recent investments, or to adjust earnings multiples.

Movements in investments held at fair value through profit or loss during the year to 29 February 2012 were as follows:

The Board has considered the impact of the reasonably possible movement in key inputs on the fair value of its investments. The impact on the value was not material and therefore no adjustment has been made.

The basis on which the investments have been valued is disclosed in detail in note 2.

12. Receivables

13. Cash and Cash Equivalents

Cash and cash equivalents comprise deposits with HSBC Bank plc.

14. Payables

15. Share Capital

.

16. Subsidiary

On 14 October 2010 the Company sold 100% of Starshell Limited to TP70 2010 VCT plc for a consideration of £679,000.

17. 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 10.

The following table discloses the financial assets and liabilities of the Company in the categories defined by

IAS 39, "Financial Instruments; Recognition & Measurement."

Fixed Asset Investments (see note 11) are valued at fair value. Unquoted investments are carried at fair value as determined by the Directors in accordance with current Venture Capital industry guidelines. The fair value of all other financial assets and liabilities is represented by their carrying value in the balance sheet. The Directors, taking into account its intention that the Company be put into member's voluntary liquidation, believe that the fair value of the assets at the year end is equal to their book value.

In carrying out its investment activities, the Company is exposed to various types of risk associated with the financial instruments and markets in which it invests. The Company's approach to managing its risks is set out below together with a description of the nature of the financial instruments held at the balance sheet date.

As it is the Board's intention to recommend that the Company be placed into member's voluntary liquidation a provision of £15,000 has been included in liabilities for expected liquidation costs.

Market Risk

The Company's VCT qualifying investments are held in small and medium-sized unquoted investments which, by their nature, entail a higher level of risk and lower liquidity than investments in large quoted companies. The Directors and Investment Manager aim to limit the risk attached to the portfolio as a whole by careful selection and timely realisation of investments, by carrying out rigorous due diligence procedures and by maintaining a spread of holdings in terms of industry sector and geographical location. The Board reviews the investment portfolio with the Investment Manager on a regular basis. Details of the Company's investment portfolio at the balance sheet date are set out on page 8.

An increase of 1% in the value of investments would increase the capital profits for the period and the net asset value at 29 February 2012 by £209,000. A decrease of 1% would reduce the capital profits and net asset value by the same amount. A movement of 1% is used as it is easy to use this as a multiple to demonstrate the impact of varying changes on the capital profits and net asset value of the Company.

The Company has an investment in a leveraged note issued by Bank Julius Baer which, after leverage delivers exposure to GAM's Diversity fund of hedge funds. This exposure is subject to market fluctuations affecting the underlying hedge fund investments. In turn the effect of such fluctuations is magnified by the leverage in the note. Both the Board and the Investment Manager receive regular written reports and oral briefings from GAM.

Interest Rate Risk

Some of the Company's financial assets are interest bearing, of which some are at fixed rates and some at variable rates. As a result, the Company is exposed to interest rate risk due to fluctuations in the prevailing levels of market interest rates.

 Investments made into qualifying holdings are part equity and part loan. The loan element is subject to a fixed interest rate for five years and therefore other than fair value risk there is not an interest rate risk associated with these loans.

The amounts held in variable rate investments at the balance sheet date are as follows:

An increase in interest rates of 1% per annum would not have a material effect on the revenue profits for the period and the net asset value at 31 March 2012. The Board believes that in the current economic climate a movement of 1% is a reasonable illustration.

Credit Risk

Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the Company. The Investment Manager and the Board carry out a regular review of counterparty risk. The carrying value of the financial assets represent the maximum credit risk exposure at the balance sheet date.

The Company's bank accounts are maintained with HSBC Bank plc ("HSBC"). Should the credit quality or financial position of HSBC deteriorate significantly, the Investment Manager will move the cash holdings to another bank.

Credit risk relating to listed money market funds is mitigated by the funds themselves investing in a portfolio of investment instruments of high credit quality.

Credit risk arising on unquoted loan stock held within unlisted investments is considered to be part of market risk as disclosed above.

The Company is exposed to the credit risk of the Bank Julius Baer through the leveraged note. Should the credit quality or financial position of the Bank Julius Baer deteriorate significantly the Investment Manager could (subject to notice periods) terminate the note.

Liquidity Risk

The Company's financial assets include investments in unquoted equity securities which are not traded on a recognised stock exchange and which are illiquid. As a result the Company may not be able to realise some of its investments in these instruments quickly at an amount close to their fair value in order to meet its liquidity requirements.

The funds held by GAM through the Bank Julius Baer note may have redemption periods that result in investments being illiquid and not readily realisable, and which could result in the premature realisation of other investments held by GAM through Bank Julius Baer in order for the Company to meet its liquidity requirement.

The Company's liquidity risk is managed on a continuing basis by the Investment Manager in accordance with policies and procedures laid down by the Board. The Company's overall liquidity risks are monitored by the Board on a quarterly basis.

The Board maintains a capital management policy where sufficient investments in cash and readily realisable money market funds will be available to pay expenses. At 29 February 2012 these amounted to £1,880,000 (28 February 2011 £254,000).

18. Net Asset Value per Share

The calculation of net asset value per share is based on net assets of £22,704,581 (2011: £23,621,000) divided by the 31,992,471 (2011: 31,992,471) shares in issue at the year end.

19. Derivative Transaction

The Company's exposure to GAM Diversity is held through a Bank Julius Baer note which stood at 14% of net asset value ("NAV") as at 29 February 2012. This note is indexed on a leveraged basis of 1.5 times to the performance of GAM Diversity providing a gross exposure at 21% of NAV. The Board halved its exposure to GAM Diversity with effect from 30 September 2011. On 30 March 2012 the Company closed its exposure and the funds were returned to the Company on 10 April 2012.

20. Commitments and Contingencies

The Company has no outstanding commitments or contingent liabilities other than detailed in the Investment Manager's Review on page 6as at 29 February 2012 or 28 February 2011.

 21. Related Party Transactions

Michael Sherry, Chairman of the Company, was an equity Member of Triple Point LLP (TPLLP). TPLLP in turn has a controlling interest in Triple Point Investment Management LLP (TPIM). During the period, TPIM received £411,136 (2011: £145,978, which is net of a £266,677 contribution to the Company) for providing management and administrative services to the Company. At 29 February 2012 TPIM owed the Company £9,840 for these management and administration services (2011: £199,592). Provision has been made at 29 February 2012 for a 1% fee payable to TPIM equal to £229,000 (2011: £nil) on distributions made or expected to be made to Shareholders after 1 April 2012.

22. Post Balance Sheet Events

Following completion of shareholders five year holding period to secure upfront tax relief the Board has initiated a programme of disposing of investments as detailed in the Investment Manager's Review on page 6, resulting in a first distribution of 52.4 pence per share paid on 25 May 2012. Further realisations and distributions are expected as in due course the Board expects to propose resolutions to place the Company in members' voluntary liquidation.

23. Dividends

On 25 May 2012 a dividend of 52.4p per share was paid to shareholders. Further dividends will be declared as and when investments are realised, in anticipation of the Company being placed in member's voluntary liquidation.