Final Results

30th Jun 2009 18:09



 

FOR IMMEDIATE RELEASE  30 JUNE 2009

TP70 VCT PLC

Audited Results Announcement

For the 11 month period ended 28 February 2009 and notice of AGM

The directors of TP70 VCT Plc are pleased to announce their audited results for the 11 month period ended 28 February 2009.

Copies of the full Report and Accounts and the notice of AGM have been dispatched to the Shareholders.

Accounts

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in section 240 of the Companies Act 1985 ("the Act"). The balance sheet as at 28 February 2009, income statement and cash flow statement for the period then ended have been extracted from the Company's 2009 statutory financial statements upon which the auditor's opinion is unqualified and does not include any statement under section 327 of the Act.

The Annual Report & Accounts for the period ended 28 February 2009 will be filed with the Registrar of Companies and has been posted to shareholders today.

Copies of the documents listed below have been submitted to the UK Listing Authority and will be available for inspection in the UK Listing Authority's Document Viewing Facility which is situated at:

The Financial Services Authority25 The North Colonnade, Canary WharfLondon E14 5HS

Documents:

·; Report and Accounts for the period ended 28 February 2009

·; Annual General meeting Proxy Card

Enquiries : Triple Point Investment Management LLP

020 7201 8989

CONTENTS GROUP FINANCIAL SUMMARY 1 CHAIRMAN'S STATEMENT 2 DETAILS OF DIRECTORS 4 DETAILS OF ADVISERS 5 SHAREHOLDER INFORMATION 6 INVESTMENT MANAGER'S REVIEW 7 DIRECTORS' REPORT 9 DIRECTORS' REMUNERATION REPORT 14 CORPORATE GOVERNANCE 16 DIRECTORS' RESPONSIBILITY STATEMENT 20 REPORT OF THE INDEPENDENT AUDITOR 22 CONSOLIDATED INCOME STATEMENT 24 BALANCE SHEETS - CONSOLIDATED AND COMPANY 25 STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY ­CONSOLIDATED AND COMPANY 26 STATEMENT OF CASH FLOWS - CONSOLIDATED AND COMPANY 27 NOTES TO THE FINANCIAL STATEMENTS 28 NOTICE OF ANNUAL GENERAL MEETING 39 PROXY FORM 42 

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. 

CHAIRMAN'S STATEMENT 

I am pleased to present the audited accounts for TP70 VCT plc for the 11 month period ending 28 February 2009. 

INVESTMENT STRATEGY 

TP70's strategy offers combined exposure 

to GAM's flagship Diversity fund and to 

Triple Point's particular brand of VCT-qualifying investments. This strategy - intended to provide substantial exposure to a market-leading fund of hedge funds within a Venture Capital Trust - has been structured around taking initial exposure to GAM Diversity and then replacing 70% of that exposure during the Company's third year in order to make VCT-qualifying investments. The 30% 'non­qualifying' exposure was to be retained in GAM Diversity for the remainder of the Company's life. 

MARKET EVENTS AND TP70'S RESPONSE 

The extreme events of the past year have precipitated the need for an adjustment to the implementation of this strategy. As anticipated at launch, the Company held substantial exposure to GAM Diversity for 

its first two financial years. This exposure 

was largely achieved through a derivative transaction with Barclays Bank under which, simply stated, TP70 held a suitably 

diversified (to meet investment trust rules) 

portfolio of highly rated bonds, Barclays Bank held an equivalent sum in GAM Diversity, and the parties exchanged the 

returns therein. Following a change in Diversity's redemption terms, however, the derivative transaction was terminated in January of this year and GAM Diversity exposure through this instrument ceased on 31 March 2009. 

As a result of this early termination, the 

Board took the decision after the financial 

year end to replace the exposure to GAM Diversity held through the Barclays derivative transaction with a smaller position held through a Bank Julius Baer leveraged note. The effect of this decision was to enable TP70 to achieve an ongoing 39% exposure to GAM Diversity, which the Board intends to maintain beyond the end of the Company's third year, whilst deploying 70% of TP70's Net Asset Value into qualifying investments. This 39% will be below the exposure levels which had been scheduled for the Company's third year, but higher than that planned for subsequent years. The board believes that this consistency of exposure is a superior strategy, particularly given volatility levels in 

financial markets. 

Significant progress has been made in 

building up the portfolio of qualifying holdings which as at 30 April 2009 comprised, on an unaudited basis, some 31.4% of TP70's Net Asset Value. The Board is pleased that the Company is on course to secure VCT tax status. The Investment Manager's Review details this progress. 

RESULTS 

The past year has, of course, been characterised by exceptional macroeconomic uncertainty and market volatility. This has led to a fall in the value of GAM Diversity of 11%, which has contributed to an overall loss for the period of £4,208,000. The performance of GAM Diversity is discussed in the Investment Manager's Review. At the period end, the Net Asset Value per share stood at 79.65p. 

CHAIRMAN'S STATEMENT (continued) RISKS The Board believes that the principal risks facing the Company are: 

• Investment risk associated with

exposure to GAM Diversity; 

• Investment risk associated with VCT

 qualifying investments; 

 Failure to secure approval as a VCT; 

 Counterparty risk relating to the

 Julius Baer leveraged note. 

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 strategy. 

OUTLOOK 

The Company's performance has clearly not been unaffected by the recent unprecedented market turmoil. However, progress in undertaking VCT-qualifying investments is satisfactory and in a 'seller's market' for capital provision, the quality of those deals is encouraging. 

The Board is confident that the Company is on track for VCT qualification. 

Furthermore, with some tentative signs of stabilisation in the global economy 

and its financial system, it is to be hoped 

that over the coming 3 years exposure 

to GAM Diversity will be profitable for the 

Company and shareholders. 

If you have any queries or comments, please do not hesitate to telephone Triple Point Investment Management LLP on 020 7201 8989 or e-mail me at [email protected]. 

Michael Sherry Chairman 

30 June 2009 

DETAILS OF DIRECTORS 

Michael Gabriel Sherry, aged 52, is Chairman of the Board of the Company. Oxford University educated, a Chartered Accountant and a practicing barrister. He is a Council Member and the 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 Triple Point VCT plc, TP70 2008 (I) VCT plc and a number of unquoted companies. 

James Chadwick Murrin, aged 52. After graduating in law from Cambridge 

University, he 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 plc, TP70 2008 (II) VCT plc, E W Beard Limited and Setsquare Recruitment Limited. 

Ian David Parsons, aged 42, is Head of Equity Sales and a board Director of Liberum Capital, the independent Investment Bank founded in 2007. David has worked in the securities industry for 19 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. 

DETAILS OF ADVISERS 

Secretary and Registered Office 

Peter Hargreaves 4-5 Grosvenor Place London, SW1X 7HJ 

Registered Number 

6010401 

Investment Manager and Administrator 

Triple Point Investment Management LLP ("TPIMLLP") 4-5 Grosvenor Place London, SW1X 7HJ Tel: 020 7201 8989 

Independent Auditor 

Grant Thornton UK LLP 1 Westminster Way Oxford, OX2 0PZ 

Solicitors 

Howard Kennedy 19 Cavendish Square London, W1A 2AW 

Davies Arnold Cooper 6-8 Bouverie Street London, EC4Y 8DD 

Registrars 

Neville Registars Limited Neville House 18 Laurel Lane, Halesowen, West Midlands, B63 3DA 

VCT Taxation Advisers 

PriceWaterhouseCoopers 1 Embankment Place London WC2N 6RN 

Bankers 

HSBC Bank plc PO Box 648 27-32 Poultry London, EC2P 2BX 

SHAREHOLDER INFORMATION 

THE COMPANY 

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

The Company's investment strategy is to offer combined exposure to GAM's fund of hedge funds, GAM Diversity Inc, and venture capital investments focused on companies with contractual revenues 

from financially secure counterparties. Investment exposure in the first two years 

is intended to be predominantly to GAM Diversity Inc. By the end of this third year the Company's intention is that at least 70% of the fund will be committed to VCT qualifying holdings with up to 30% remaining exposed to GAM Diversity Inc. 

The company's annual and half yearly reports are available on the TPIM LLP website. 

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 tax benefits 

available to eligible investors in VCTs 

INVESTMENT MANAGER'S REVIEW 

During the eleven months under review 

the global economy and financial markets 

have experienced extraordinary upheaval. Through this most unstable and volatile of periods TP70 VCT plc (the "Company") has progressed its investment strategy, retaining exposure to GAM Diversity and subsequent to the period end investing in VCT-qualifying investments. Due to the Company's substantial hedge fund exposure the Company has not been unaffected by market conditions and, at the 31 March 2009, has experienced a fall in the Net Asset Value (NAV). 

The Company's objective is to deliver underlying returns comparable to GAM Diversity GBP but with the substantial 

incremental tax benefits of a VCT. To 

achieve this, the investment strategy has been to expose up to 100% of funds to 

GAM Diversity for the first two years and then to meet the VCT-qualification threshold 

by investing at least 70% of funds into Triple Point style VCT-qualifying investments with the remaining funds continuing their exposure to GAM Diversity. 

At the beginning of the reporting period substantially all of the Company's funds were exposed to GAM Diversity. 14.4% of funds were invested directly in GAM Diversity Inc through the Company's subsidiary with the remaining balance exposed via the swap with Barclays Capital. Shareholders will be aware that this bleak period in the market has affected funds such as GAM Diversity GBP. Over the period the FTSE All-Share Index has fallen 

31.6%, the MSCI World Index has fallen 25.09% and HFRX Global Hedge Fund Index in USD has fallen 20.49%. GAM Diversity GBP has outperformed these benchmarks but has still fallen 10.89%. 

Though GAM Diversity's GBP performance relative to its peers may have been 

positive, GAM are not satisfied with its 

absolute performance as the fund had been 

positioned for a difficult market environment 

at the start of 2008. Unfortunately the scale of market dislocations resulted in even relatively conservative strategies suffering losses. 

For 2009 it is anticipated that GAM Diversity GBP's neutral asset weighting range will be 20-25% in equity long-short strategies, 40-45% in trading strategies and 25-35% in arbitrage strategies. 

At the time of writing, I am pleased to report that the Company has sourced and invested 31.4% of funds (by value of investments) into HMRC-approved VCT-qualifying companies. The portfolio of holdings built by the Company 

encompasses five investments into 

companies which provide digitisation services to cinemas and three which provide satellite capacity. In the next 12 months TPIM LLP will continue to target companies with strong, creditworthy and 

contractual revenues, and is confident that 

the Company is on target to achieve the 70% qualifying investments threshold, by the 28 February 2010, to secure VCT tax status. 

OUTLOOK 

Despite the loss incurred by GAM Diversity 

GBP, we remain confident in its long term 

performance. The twenty year track record of GAM Diversity GBP shows that, historically, 

its five year returns have been positive and the Company is likely to benefit from its 

exposure of GAM Diversity GBP. 

David Dick for Triple Point Investment Management LLP 

30 June 2009 

ABOUT TRIPLE POINT INVESTMENT MANAGEMENT LLP 

TPIM LLP is a specialist in tax-efficient 

investments. As well as managing several market-leading VCTs, TPIMLLP offers investors a range of investment products that qualify for government sponsored tax reliefs including the Enterprise Investment Scheme (EIS) and Business Property Relief (BPR). 

The Triple Point investment model - focused on capital security, liquidity and tax-enhanced returns - has been built around the group's 

capabilities in taxation, structured finance and investment to the benefit of every Triple Point 

product. 

For more information on Triple Point Investment Management LLP please call 020 7201 8990. 

TP70 VCT PLC 

INVESTMENT MANAGER'S REVIEW (continued) INVESTMENT PORTFOLIO 

2009 2008 Security Cost Valuation Cost Valuation 

£'000 % £'000 % £'000 % £'000 % 

Qualifying holdings --------Non-qualifying holdings 5,695 98.31 5,164 98.14 30,058 99.75 30,428 99.76 Uninvested funds 98 1.69 98 1.86 74 0.25 74 0.24 

5,793 100.00 5,262 100.00 30,132 100.00 30,502 100.00 

Non-Qualifying holdings Quoted 

GAM Diversity Hedge Fund 

4,165 73.13 3,659 70.86 4,465 14.85 4,403 14.47 Barclays Bond Portfolio Walmart 4.75 29 Jan 2013 

----1,552 5.16 1,608 5.28 NY Life Global Fdg 4.5 17 Jan 2013 MTN Rg 

----1,522 5.06 1,552 5.10 MG Fund 4.625 18 Jan 2013 MTN 

1,530 26.87 1,505 29.14 1,530 5.09 1,499 4.92 Rabobk 4.625 31 May 2012 

----1,550 5.16 1,590 5.23 AIG Sun 5.125 28 Jan 2013 MTN 

----1,569 5.22 1,498 4.92 Nedgem 4.375 14 Dec 2012 MTN 

----1,529 5.09 1,605 5.27 Eib 4.5 14 Jan 2013 

----1,538 5.12 1,617 5.31 Eib 4.75 06 Jun 2012 

----1,563 5.20 1,632 5.36 Kfw 4.875 15 Jan 2013 MTN 

----1,567 5.21 1,636 5.38 Kfw Int Fin 4.75 07 Dec 2012 MTN 

----1,559 5.19 1,630 5.36 Kommbk 4.875 10 Dec 2012 MTN 

----1,568 5.22 1,638 5.38 Massmutual G 6.125 14 May 2013 MTN 

----1,652 5.50 1,660 5.45 Total 5.5 29 Jan 2013 

----1,608 5.35 1,656 5.44 GE 6.125 17 May 2012 MTN 

----1,645 5.47 1,667 5.48 E.ON 6.375 29 May 2012 

----1,654 5.50 1,648 5.43 RBOS 10.5 01 Mar 2013 

----1,987 6.61 1,889 

6.22 

5,695 100.00 5,164 100.00 30,058 100.00 30,428 100.00 

DIRECTORS' REPORT 

The Directors present their report and the 

audited financial statements for the 11 

months ended 28 February 2009. This review has been prepared in accordance with the requirements of Section 417 of the Companies Act 2006 and forms part of the Directors' report to shareholders. The Company's independent auditor is required by law to report on whether the information given in the Directors' report (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 the main activity of it and its subsidiary is investing. 

The directors are required by s417 of the Companies Act 2006 to make a review of the business. The business review is set out below but also includes the Chairman's statement on page 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 and Corporation Taxes Act 2007. In the opinion of the directors, the Company has conducted its affairs so as to enable it to continue to obtain such approval. The Company was not at any time up to the date of this report a close company within the meaning of S414 of the Act. 

BUSINESS REVIEW AND KEY PERFORMANCE INDICATORS 

The Board has a number of performance measures to assess the Company's success in meeting its objectives. Further details are provided within the Chairman's Statement on page 2 and the Investment Manager's review on page 

6. The Board believes that the Company will in due course satisfy all the VCT qualifying conditions laid down by HM Revenue & Customs. 

The Board carries out a regular review of the environment in which the Group 

operates. The main areas of risk identified 

by the Board, along with the risks to which the Group is exposed through its operational and investing activities, are detailed in note 20. 

The Board has evaluated the performance of the Investment Manager based on the returns generated since taking on the management of the Fund, a review of the management contract and the services provided therein, and benchmarking the performance of the Investment Manager to other service providers. The Board believes that it is in the interests of shareholders as a whole, and of the Company, to continue the appointment of the Investment Manager for the forthcoming year. 

INVESTMENT POLICY 

TP70's investment exposure in its first two 

years is intended to be predominantly to a fund of hedge funds, managed by GAM. In its third year, it is intended that the Company will undertake the venture capital 

investments critical to VCT qualification. 

Thereafter, at least 70% of the fund will be in venture capital investments and up to 30% exposed to fund of hedge funds. 

The Directors intend to return cash raised from exits promptly to shareholders, who will be given the opportunity to vote for the Company's discontinuation after 5 years. 

TPIMLLP aims to achieve TP70's objectives (relatively low risk of capital loss, low correlation to traditional asset classes and a rapid exit after 5 years) in part by investing on the basis of certain conservative principles in both fund of hedge funds and venture capital investments: 

Fund of hedge funds ("non-qualifying" investments under the tax rules applying to VCTs)

 -In appointing GAM as its sub-advisor to select funds of hedge funds, TPIMLLP has selected one of the acknowledged leaders in the fund of hedge fund management industry; 

Venture capital investments ("qualifying" investments under the tax rules applying to VCTs) 

DIRECTORS' REPORT (continued) 

Venture capital investments ("qualifying" investments under the tax rules applying to VCTs)

 -TPIMLLP seeks investments where robust due diligence has been undertaken on target investments and where there is a high level of

 access to material financial and other

 information on an ongoing basis;

 -TPIMLLP seeks to minimise the risk of losses when investing through careful analysis of the collateral available to investee companies;

 - TPIMLPP seeks to reduce the risk of losses by focusing on businesses typically with contractual revenues

from financially sound counterparties

or a stream of predictable transactions with multiple clients. Businesses with assets providing valuable security will also be considered. 

The Company's investment policy and strategy are discussed in the Investment Manager's review on page 6. 

DIRECTORS 

The Directors of TP70 VCT during the period were as follows: 

M G Sherry (Chairman) J C Murrin I D Parsons 

At 28 February 2009 M G Sherry held 25,625 ordinary shares of 1p each J C 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 2009 and the date of this report. 

Michael Sherry retires by rotation and being eligible offers himself for re-election. 

The Board has considered provision 

A.7.2 of the Combined Code 2006 and believes that Michael Sherry continues to be effective and to demonstrate commitment to his role, the Board and the Company. They therefore recommend him for re-election at the forthcoming Annual General Meeting. 

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 in relation to the Company. 

POLICY ON PAYMENT OF PAYABLES 

The Company's payment policy for the 

forthcoming financial year is to agree 

terms of payment before business is transacted and to settle accounts in accordance with those terms. 

The Company does not follow any code or standard with regard to supplier payment practice. 

MANAGEMENT 

TPIMLLP acts as investment manager to the Company. The principal terms of the Company's management agreement with TPIMLLP are set out in Note 6 to the 

financial statements. 

SUBSTANTIAL SHAREHOLDINGS 

So far as the Directors are aware, there were no individual shareholdings representing 3% or more of the Company's issued share capital at the date of this report. 

ANNUAL GENERAL MEETING 

Notice convening the 2009 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. 

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES 

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 as follows: 

The Board has reviewed the performance of the Investment Manager based on the return generated since setting up the fund, a review of the management contract and the services provided therein and benchmarking the performance of the Investment Manager to other service providers. The Board believes that it is in the interest of shareholders as a whole and of the Company to continue the appointment of the Investment Manager for the following year. 

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 as at 28 February 2009 32,022,471 shares were in issue. As at that date none of the issued shares were 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: 

DIRECTORS' REPORT (continued) 

SHARE CAPITAL, RIGHTS ATTACHING TO THE SHARES AND RESTRICTIONS ON VOTING AND TRANSFER (continued) 

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 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. 

Due to the nature of the Company's activities, environmental, social and employee issues do not apply to it directly and therefore no disclosures in respect of these matters have been included in the 

financial statements. 

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 and, so far as still applicable, the Companies Act 1985). 

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. 

DIRECTORS' REPORT (continued) 

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 seven 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. 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 Director 

30 June 2009 

DIRECTORS' REMUNERATION REPORT 

INTRODUCTION 

This report is submitted in accordance with the Companies Act 1985, Schedule 7A, in respect of the period ended 28 February 2009. The information included in this report is not subject to audit 

except where specified. This report also 

meets the relevant rules of the Listing Rules of the Financial Services Authority and describes how the Board had applied the principles relating to directors' remuneration. A resolution to approve the report will be proposed at the Annual General Meeting. 

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 (although the Directors expect from time to time to review the fees paid to the Boards of Directors of other Venture Capital Trusts). 

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 important aspects of the Company's affairs. Directors are appointed with the expectation that they will serve for a period of three years. Directors' resign and seek re-appointment at the annual general meeting once every three years. 

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 information within this table is audited: 

Unexpired term Date of of contract at 28 contract February 2009 

DIRECTORS' REMUNERATION REPORT (continued) 

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 high 

calibre to be recruited. The policy is to review these rates from time to time, although such review will not necessarily result in any changes to the rates. 

The Company's policy is for the Directors to be remunerated in the form of fees, payable quarterly in arrears, 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 current Directors 

REMUNERATION COMMITTEE 

Since the Company consists solely of non-executive directors, a Remuneration Committee is not considered necessary. 

COMPANY PERFORMANCE 

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 period ended 28 February 2009 with the return from a notional investment in 

the FTSE all-share index over the same period has been included. The directors do not believe such information would 

be of benefit to the users of financial 

statements. 

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 and effect such trades through Mansion House Securities Limited. 

By Order of the Board 

Michael Sherry Director 

30 June 2009 

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 Section 1 of the Combined Code, 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 Combined Code), will provide better information 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 Section 1 of the Combined Code, except as set out at the end of this report in the Compliance Statement. 

BOARD OF DIRECTORS 

The Company has a Board of three non-executive Directors, two of whom are considered to be independent (the exception being Michael Sherry). Since all directors are non-executive and day-to­day 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 4 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 if necessary. 

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 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

to be paid to the shareholders; 

• the appointment, evaluation, removal

and remuneration of the Manager; 

• the performance of the Company,

 including monitoring of the discount of the net asset value and the share price; and 

• approving 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, 

CORPORATE GOVERNANCE (continued) 

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 directors newly appointed by the Board should seek re­appointment at the next annual general meeting. The Board complies with the requirement of the Combined Code that all directors are required to submit themselves for re-election at least every three years. 

The Board regularly reviews the independence of its members and 

is satisfied that (with the exception of Michael Sherry who is beneficially 

interested in TPIM LLP, the Company's investment manager) the Company's directors are independent in character and judgement and there are no relationships or circumstances which could affect their objectivity. 

During the period up to the approval of these Accounts the following meetings were held: 

AUDIT COMMITTEE (Chad Murrin Chairman) 

The Board has appointed an Audit Committee 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 committee met once in the period ended 28 February 2009. 

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 external auditor and approving the remuneration and terms of engagement of the external auditor; 

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

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

CORPORATE GOVERNANCE (continued) 

AUDIT COMMITTEE (CONTINUED) 

• 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 are independent and collectively have the skills and experience required to discharge their duties effectively, and that the chairman of the committee meets the requirements of the 

Combined Code 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 so would recommend this to the Board. 

During the period ended 28 February 2009, 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 LLP'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 LLP's compliance procedures; 

• reviewing the appropriateness of the

Company's accounting policies; 

• reviewing the Company's half

yearly results statements and interim management statements prior to Board approval; and 

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. The Board regularly 

reviews financial results and investment 

performance with its investment managers. 

Triple Point Investment Management LLP is engaged to provide administrative including accounting services and retains physical custody of the documents of title relating to investments. 

The Directors confirm that they have 

established a continuing process throughout the year and up to the date of this report for identifying, evaluating 

and managing the significant potential 

risks faced by the Company and have reviewed the effectiveness of the internal control systems. As part of this process an annual review of the internal control systems is carried out in accordance with "Internal Control - Guidance for Directors on the Combined Code" published by the Institute of chartered Accountants in England and Wales. This process has been in place throughout and subsequent to the accounting period under review. 

CORPORATE GOVERNANCE (continued) 

RISK MANAGEMENT 

TPIM LLP 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 9 and note 20 to the 

financial statements. The Company has 

entered into derivative transactions, further details of which are given in the Chairman's statement and in note 19 to 

the financial statements. 

GOING CONCERN 

After making the necessary enquiries, 

the Directors confirm that they are satisfied that the Company has adequate 

resources to continue in business for the foreseeable future. The Directors therefore believe that it is appropriate to continue to apply the going concern 

basis in preparing the financial 

statements. There are no borrowings or banking facilities in place nor are they anticipated to be required going forward. 

RELATIONS WITH SHAREHOLDERS 

The Board recognise 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 managers 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 managers 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 48 Combined Code 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 Section 1 of the Combined Code of Corporate Governance published by the UK Listing Authority in 2006: 

 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 (A5.1). 

 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 (A1.3, A6.1). 

3. The Company has a majority of 

independent Directors, as defined by 

the Combined Code issued in 2006. The Board considers that all Directors 

have sufficient experience to be able to 

exercise proper judgement within the meaning of the Combined Code (A3.2). 

 The Company does not have a senior independent director. The Board does not consider such an appointment appropriate for a Company such as TP70 VCT (A3.3). 

 The Company does not conduct 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 (C3 .5). 

 As all the Directors are non-executive, it is not considered appropriate to appoint a Nomination or Remuneration Committee (A4.1 and B2.1). 

DIRECTORS' RESPONSIBILITY STATEMENT 

DIRECTORS' RESPONSIBILITY STATEMENT (continued) 

To the best of my 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 it faces. 

On behalf of the Board 

Michael Sherry Director 

30 June 2009 

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF TP70 VCT PLC 

We have audited the group and 

parent Company financial statements ("the financial statements") of TP70 

VCT plc for the 11 months ended 28 February 2009 which comprise the consolidated income statement, the balance sheets - consolidated and Company, the statement of changes in shareholders' equity - consolidated and 

Company, the statement of cash flows 

-consolidated and Company and notes 

1 to 24. These financial statements have 

been prepared under the accounting policies set out therein. We have also audited the information in the Directors' Remuneration Report that is described as having been audited. 

This report is made solely to the Company's members, as a body, in accordance with Section 235 of the Companies Act 1985. 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 auditors' 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 AUDITORS 

The Directors' responsibilities for preparing the Annual Report, the Directors' 

Remuneration Report and the financial 

statements in accordance with United Kingdom law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the Statement of Directors' Responsibilities. 

Our responsibility is to audit the financial 

statements and the part of the Directors' Remuneration Report to be audited in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). 

We report to you our opinion as to whether 

the financial statements give a true and fair view and whether the financial 

statements and the part of the Directors' Remuneration Report to be audited have been properly prepared in accordance with the Companies Act 1985 and, as 

regards the group financial statements, 

Article 4 of the IAS Regulation. We also report to you whether in our opinion the information given in the Directors' Report 

is consistent with the financial statements. 

The information given in the Directors' 

Report includes that specific information 

presented in the Chairman's Statement and the Investment Manager's Review that is cross referenced from the Business review and Key Performance Indicators section of the Directors' Report. 

In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information 

specified by law regarding directors' 

remuneration and other transactions is not disclosed. 

We review whether the Corporate 

Governance Statement reflects the 

Company's compliance with the nine provisions of the 2006 Combined Code 

specified for our review by the Listing 

Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the Board's statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Company's corporate governance procedures or its risk and control procedures. 

We read other information contained in the Annual Report and consider whether 

it is consistent with the audited financial 

statements. The other information comprises only the Group Financial Summary, the Chairman's Statement, details of Directors, Shareholder information, the Investment Manager's Review, the Directors' Report, the unaudited part of the Directors' Remuneration Report and the Corporate Governance Statement. We consider the implications for our report if we become aware of any apparent misstatements or 

material inconsistencies with the financial 

statements. Our responsibilities do not extend to any other information. 

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF TP70 VCT PLC (continued) 

BASIS OF AUDIT OPINION 

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures 

in the financial statements and the part of 

the Directors' Remuneration Report to be audited. It also includes an assessment 

of the significant estimates and 

judgments made by the directors in the 

preparation of the financial statements, 

and of whether the accounting policies are appropriate to the group's and Company's circumstances, consistently applied and adequately disclosed. 

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with 

sufficient evidence to give reasonable assurance that the financial statements 

and the part of the Directors' Remuneration Report to be audited are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the 

financial statements and the part of the 

Directors' Remuneration Report to be audited. 

OPINION 

In our opinion: 

• the group financial statements give

a true and fair view, in accordance with International Financial Reporting Standards as adopted by the European Union, of the state of the group's affairs as at 28 February 2009 and of its loss for the period then ended; 

• the parent Company financial

 statements give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and applied in accordance with the provisions of the Companies Act 1985, of the state of the parent company's affairs as at 28 February 2009; 

• the financial statements and the part 

of the Directors' Remuneration Report to be audited have been properly prepared in accordance with the Companies Act 1985 and, as regards

the group financial statements, Article

 4 of the IAS Regulation; and 

• the information given in the Directors' Report is consistent with the financial

 statements. 

GRANT THORNTON UK LLP REGISTERED AUDITOR CHARTERED ACCOUNTANTS OXFORD 

30 June 2009 

TP70 VCT PLC 

The total column of this statement represents the Group's income statement, prepared in accordance with International Financial Reporting Standards ("IFRS"). The supplementary revenue and capital reserve columns are prepared under guidance published by the Association of Investment Companies. 

All revenue and capital items in the above statement derive from continuing operations. 

The Company has taken advantage of section 230 of the Companies Act 1985 not to publish its own income statement in these 

financial statements The parent Company's loss for the period was £4,206,000 (2008: £1,193,000). 

The entire loss is attributable to the equity holders of the parent company. 

The accompanying notes are an integral part of this statement 

TP70 VCT PLC 

TP70 VCT PLC 

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - CONSOLIDATED AND COMPANY 

Group ­Period ended 31 March 2008 ­Loss and total recognised income and expense for the period ---(1,042) (149) (1,191) Issue of share capital 320 31,717 ---32,037 Share issue costs -(1,121) ---(1,121) 

Balance at 31 March 2008 320 30,596 -(1,042) (149) 29,725 

11 months ended 28 February 2009 

Loss and total recognised income and expense for the period ---(2,490) (1,718) (4,208) Cancellation of share premium -(30,596) 30,596 ---Buy back of own shares --(13) --(13) 

Balance at 28 February 2009 320 -30,583 (3,532) (1,867) 25,504 

Parent Company Period ended 31 March 2008 

Loss and total recognised income and expense for the period ---(1,059) (134) (1,193) Issue of share capital 320 31,717 ---32,037 Share issue costs -(1,121) ---(1,121) 

Balance at 31 March 2008 320 30,596 -(1,059) (134) 29,723 

11 months ended 28 February 2009 

Loss and total recognised income and expense for the period ---(2,501) (1,705) (4,206) Cancellation of share premium -(30,596) 30,596 ---Buy back of own shares --(13) --(13) 

Balance at 28 February 2009 320 -30,583 (3,560) (1,839) 25,504 

The accompanying notes are an integral part of this statement. 

TP70 VCT PLC 

Cash flows from financing activities 

NOTES TO THE FINANCIAL STATEMENTS 

1. CORPORATE INFORMATION 

The consolidated financial statements of 

the Group for the 11 months ended 28 February 2009 were authorised for issue in accordance with a resolution of the Directors on 30 June 2009. 

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

TP70 VCT Plc is the Group's ultimate parent Company. It is incorporated and domiciled in Great Britain. The address of 

TP70 VCT plc's registered office, which is 

also it's principal place of business, is 4-5 Grosvenor Place, London, SW1X 7HJ. 

TP70 VCT plc's consolidated and parent 

Company financial statements are 

presented in Pounds Sterling (£) which is also the functional currency of the parent Company, rounded to the nearest thousand. 

The principal activity of the Company is investment. The Group investment strategy is to offer combined exposure to GAM Diversity Inc (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 consolidated financial statements 

of the Company and its subsidiary ("the 

Group") and the financial statements of 

the Company ("the Company") for the period to 28 February 2009 have been prepared in accordance with International Financial Reporting Standards ("IFRS") adopted for use in the European Union and therefore comply with the Articles of the EU IAS regulation and with the Statement of Recommended Practice: "Financial Statements of Investment Companies" (SORP) issued by the Association of Investment Companies (AIC) in January 2003 and revised in December 2005, in so far as this does not 

conflict with IFRS. 

The consolidated financial statements and the Company financial statements 

have been prepared on a historical cost basis except that investments are shown 

at fair value through profit or loss. 

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 key judgements made by directors are in the valuation of non-current assets where they accept the independent expert valuation of professional valuers and the independently prepared summary of market prices for equity investments. 

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 effects both current and future periods. 

These consolidated 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). 

These accounting policies have been applied consistently throughout the Group for the purposes of preparation of 

these consolidated financial statements. 

NOTES TO THE FINANCIAL STATEMENTS (continued) 

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES (continued) 

BASIS OF CONSOLIDATION 

The consolidated financial statements comprise the financial statements of The 

Group at 28 February each year. The 

financial statements of the subsidiary 

are prepared to the same reporting period end as the parent Company, using consistent accounting policies. 

All intra-group balances, transactions, 

income and expenses and profits 

and losses resulting from intra-group transactions that are recognised in assets, are eliminated in full. 

Subsidiaries are fully controlled from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. 

There are no minority interests. 

PRESENTATION OF INCOME STATEMENT 

In order to better reflect the activities 

of an investment trust company, and in accordance with the guidance issued by the Association of Investment Companies, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside 

the Income Statement. In accordance with the Company's status as a UK investment Company under section 266 of the Companies Act 1985, net capital returns may not be distributed by way of dividend. 

NON-CURRENT ASSET 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, 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". 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 income statement 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; where no reliable fair value can be estimated using such techniques, unquoted investments are carried at cost subject to provision for impairment where necessary. 

• Listed investments are fair valued at

bid price on the relevant date 

• The investment held in the unquoted

 subsidiary company is fair valued on the basis of the fair value of the subsidiary's net assets. 

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 net profit or loss for the period as a 

capital item 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 de­recognised on legal completion of the sale of an investment. 

INCOME 

Investment income includes interest earned on bank balances and money market securities and includes income tax withheld at source. Dividend income is shown net of any related tax credit. 

NOTES TO THE FINANCIAL STATEMENTS (continued) 

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES (continued) 

Dividends receivable are brought into account on the ex-dividend date. Fixed returns on debt and money market securities 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 same basis as the particular item to which it relates, using the Company's effective rate of tax for the accounting period. 

In accordance with IAS 12, deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less tax, with the exception that deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not that there will be suitable taxable 

profits from which the future reversal of 

the underlying timing can be deducted. These temporary timing differences are due to differences between the carrying amount and the tax value of assets and liabilities using the Balance Sheet method. The directors have considered the requirements of IAS 12 and do not believe that any provision should be made. 

FINANCIAL INSTRUMENTS 

The Group's principal financial assets are 

its investments and the 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, comprising income swaps, 

are classified at fair value through profit 

or loss. 

PROVISIONS 

A provision is recognised when the Group has a legal or constructive obligation as a result of a past event and it is probable 

that an outflow of economic benefits will 

be required to settle the obligation. If the effect is material, expected future cash 

flows are discounted using a current pre­tax rate that reflects, where appropriate, the risks specific to the liability. 

Where the Group expects some or all of a provision to be reimbursed, for example under an insurance policy, the reimbursement is recognised as a separate asset but only when recovery is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. Where discounting is used, the increase in the provision due to unwinding the 

discount is recognised as a finance cost. 

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. 

NOTES TO THE FINANCIAL STATEMENTS (continued) 

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES (continued) 

CASH 

Cash represents cash available at less than 3 month's notice. 

OTHER RECEIVABLES 

Other receivables 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. 

3. SEASONALITY OF OPERATIONS 

The Company's operations are not seasonal. 

4. SEGMENTAL REPORTING 

6. INVESTMENT MANAGEMENT FEES 

Triple Point Investment Management LLP 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 and which provides for an administration and investment management fee of 1.75% per annum of net assets calculated and payable quarterly in arrears. 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. 

7. LEGAL AND PROFESSIONAL FEES 

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

11 months ended Period from 27 November 2007 28 February 2009 to 31 March 2008 

Group Revenue Capital Total Revenue Capital Total 

The Company currently has only one class of business, investment activity, £'000 £'000 £'000 £'000 £'000 £'000 and its only geographical segment is 

Fees payable to the Company's auditor for the audit

the United Kingdom. 

of the Company and Group accounts 11 -11 15 -15 

Other services related to taxation 3 -3 3 -3 

14 -14 18 -18 

TP70 VCT PLC 

NOTES TO THE FINANCIAL STATEMENTS (continued) 

8. DIRECTORS' REMUNERATION 

11 months ended Period from 27 November 2007 28 February 2009 to 31 March 2008 

Group Revenue Capital Total Revenue Capital Total 

£'000 £'000 £'000 £'000 £'000 £'000 

M G Sherry (Chairman) 12 -12 16 -16 J C Murrin 15 -15 19 -19 I D Parsons 13 -13 16 -16 Total 40 -40 51 -51 

9. TAXATION 

11 months ended Period from 27 November 2007 Capital gains and losses are exempt from 28 February 2009 to 31 March 2008 

corporation tax due to the Company's Group Revenue Capital Total Revenue Capital Total status as a Venture Capital Trust. 

£'000 £'000 £'000 £'000 £'000 £'000 

Loss on ordinary activities before tax (1,718) (2,490) (4,208) (149) (1,042) (1,191) Capital Losses not allowable -2,165 2,165 -621 621 (1,718) (325) (2,043) (149) (421) (570) UK Corporation tax at 28% (481) (91) (572) (45) (313) (358) 

Tax value of unused tax losses 481 91 572 45 313 358 

Add tax value of unused tax losses brought forward 45 313 358 ---from previous years Tax value of unused tax losses carried forward 526 404 930 45 313 358 

Total current tax charge ------

TP70 VCT PLC 

NOTES TO THE FINANCIAL STATEMENTS (continued) 

10. LOSS PER SHARE 

The loss per share is based on a loss from ordinary activities after tax of £4,208,000 (2008: £1,191,000), and on the weighted average number of shares in issue during the period of 32,023,259. 

11. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS ACCOUNT 

Parent Company 

Group Group Quoted Quoted Unquoted Total 

£'000 £'000 £'000 £'000 

11 months ended 28 February 2009 

Balance at 1 April 2008 30,428 26,025 4,403 30,428 

Disposal Proceeds (25,036) (24,737) (300) (25,037) Realised gain on disposal 214 210 -210 Unrealised (gain) / loss on valuation (442) 6 (455) (449) 

Valuation as at 28 February 2009 5,164 1,504 3,648 5,152 

Cost as at 28 February 2009 5,695 1,530 4,165 5,695 

Unrealised gain / (loss) at 28 February 2009 (531) (26) (517) (543) 

Period ended 31 March 2008 

Purchases at cost 30,058 25,593 4,481 30,074 Unrealised gain on revaluation 370 432 (78) 354 

Valuation as at 31 March 2008 30,428 26,025 4,403 30,428 

Cost as at 31 March 2008 30,058 25,593 4,481 30,074 

Unrealised gain / (loss) at 31 March 2008 370 432 (78) 354 

Further details of these investments are provided in the Investment Manager's review 

All investments are designated as fair value through profit or loss at the time of 

acquisition and all capital gains or losses arising on investments are so designated. All quoted investments are based on active market prices. 

NOTES TO THE FINANCIAL STATEMENTS (continued) 

12. OTHER RECEIVABLES 

11 months ended Period ended 28 February 2009 31 March 2008 

In the opinion of the directors the fair value of the amount receivable from the net proceeds of termination of the derivative transaction is £20.66 million (see further note 19 below). This comprises the proceeds of disposal of the bond portfolio less the amount payable on termination of the derivative transaction. 

Other receivables are stated at the amount expected to be received. 

13. CASH AND CASH EQUIVALENTS 

Cash and cash equivalents comprise deposits with HSBC Bank plc. 

14. TRADE AND OTHER PAYABLES 

11 months ended Period ended 28 February 2009 31 March 2008 

NOTES TO THE FINANCIAL STATEMENTS (continued) 

15. SHARE CAPITAL 

Authorised Issued & Fully Paid 

During the period the Company purchased and cancelled 15,075 ordinary shares of 1p each at a cost of £13,103. 

16. RESERVES 

Following the Company's petition, the Companies Court ordered that the special resolution passed by the shareholders to effect the cancellation of the share premium 

account be confirmed. The order relating to the cancellation was duly registered by the 

Registrar of Companies on 16 December 2008. The purpose of the cancellation was to create a reserve which will be capable of being used by the Company for the purpose of making repurchases of its own shares in the market and facilitating distributions. 

17. NET ASSET VALUE PER SHARE 

The calculation of Group net asset value per share is based on Group net assets of £25,504,000 divided by the 32,022,471 shares in issue. 

The calculation of Parent Company net asset value per share is based on Parent Company net assets of £25,504,000 divided by the 32,022,471 shares in issue. 

18. SUBSIDIARY 

At 28 February 2009 the Company had the following subsidiary Company: 

Proportion of Class of Country of Fair value shares held by the share capital Incorporation of Investment parent company 

£% 

Starshell Limited Ordinary Cyprus 3,647,437 100 

NOTES TO THE FINANCIAL STATEMENTS (continued) 

19. DERIVATIVE TRANSACTION 

Under the terms of the derivative transaction, the return on the Company's portfolio of bonds, managed by Barclays Capital, was to have been swapped for that on an equivalent investment in GAM Diversity Inc. The element of the swap that relates to revenue is included in the revenue column of the income statement and the element that relates to capital is included in the capital column. The liability under the derivative transaction, net of interest received on the bond portfolio and paid over to Barclays Capital, was included in current liabilities at 31 March 2008. 

The swap transaction was terminated in January 2009 and the company's portfolio of bonds was disposed of but leaving the company exposed to movements in the value of Diversity up to 31 March 2009. 

20. MANAGEMENT OF RISK 

As a Venture Capital Trust, the Group's objective is to provide shareholders with an attractive income and capital return by investing in accordance with the Group's investment strategy. 

INVESTMENT RISK 

The Group is at risk of making investments in poor quality assets which reduce the capital and income returns to shareholders and negatively impacts upon the Group's reputation. To reduce this risk, the Board places reliance upon the skills and expertise of the Manager, who operates a formal and structured investment process. Investments are actively and regularly monitored by the Manager and the Board receives regular reports on the performance of the investments. 

Up to 31 March 2009 the Group was exposed on 100% of its net asset value to the performance of GAM Diversity Inc. The exposure will be reduced as non qualifying holdings are disposed of and the proceeds invested in VCT-qualifying holdings. 

LIQUIDITY RISK 

The Group had no borrowings at 28 February 2009 and had cash balances of £98,000 (2008: £74,000). The main cash 

outflows are for investments which are 

within the control of the Group and need to be matched with disposals of non VCT qualifying holdings. 

FOREIGN CURRENCY RISK 

There is at present a minimal exposure to foreign currency risk as the Group's 

exposure to GAM Diversity is sterling dominated and GAM hedge any exposure within the fund back into sterling. 

VENTURE CAPITAL TRUST 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. 

INTERNAL CONTROLS RISK 

The Board regularly reviews the system 

of internal controls, both financial and non-financial, operated by the Group 

and the Investment Manager. These include controls designed to ensure that the Group's assets are safeguarded and that proper accounting records are maintained. 

NOTES TO THE FINANCIAL STATEMENTS (continued) 

CREDIT RISK OF DERIVATIVE TRANSACTION AND RISKS IN SUBSIDIARY 

Up until 31 March 2009 the Group was exposed on 100% of its net asset value to the performance of GAM Diversity Inc, and this exposure incurs counterparty risk. 

Part of his exposure was held through the Company's subsidiary and while this incurs subsidiary and jurisdiction risk, the Board believes that this is more than 

compensated for by the potential benefits to 

the shareholders. 

21. COMMITMENTS AND CONTINGENCIES 

The Company has no outstanding commitments or contingent liabilities. 

22. RELATED PARTY TRANSACTIONS 

Michael Sherry, Chairman of the Company, is an equity Member of Triple Point LLP (TPLLP). TPLLP in turn has a controlling interest in Triple Point Investment Management LLP (TPIMLLP). During the period, TPIMLLP received £433,000 for providing management and administrative services to the Company. At 28 February 2009 £138,000 was due to TPIMLLP. 

23. POST BALANCE SHEET EVENTS 

As a result of termination of the derivative transaction with Barclays Capital described in Note 19, the Board 

took the decision after the financial 

period end to replace the exposure to GAM Diversity held through the Barclays derivative transaction with a smaller position held through a Bank Julius Baer leveraged note. The effect of this decision was to enable the Company to achieve an ongoing 39% exposure to GAM Diversity, which the Board intends to maintain beyond the end of the Company's third year, whilst deploying 70% of TP70's Net Asset Value into qualifying investments. Since the balance sheet date the Company has invested 31.4% of net assets into VCT qualifying investments. 

24. EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS 

The following new standards, amendments to standards and interpretations are not yet effective for the period ended 28 February 2009, and have not been applied in preparing these

 consolidated financial statements: 

IAS 1 Presentation of Financial Statements (revised 2007) (effective 1 January 2009) 

IAS 23 Borrowing Costs (revised 2007) (effective 1 January 2009) 

Amendment to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements - Puttable Financial Instruments and Obligations Arising on Liquidation (effective 1 January 2009) 

IAS 27 Consolidated and Separate Financial Statements (Revised 2008) (effective 1 July 2009) 

Amendment to IFRS 2 Share-based Payment - Vesting Conditions and Cancellations (effective 1 January 2009) 

Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards and IAS 27 Consolidated and Separate Financial Statements - Costs of Investment in a Subsidiary, Jointly Controlled Entity or Associate (effective 1 January 2009) 

Amendment to IAS 39 Financial Instruments: Recognition and Measurement - Eligible Hedged Items (effective 1 July 2009) 

Amendment to IFRS 7 Financial Instruments: Disclosures - Improving Disclosures About Financial Instruments (effective 1 January 2009) 

NOTES TO THE FINANCIAL STATEMENTS (continued) 

Embedded Derivatives - Amendments to IAS 39 and IFRIC 9 (effective for annual periods ending on or after 30 June 2009) 

Improvements to IFRSs (effective 1 January 2009 other than certain amendments effective 1 July 2009) 

IFRS 3 Business Combinations (Revised 2008) (effective 1 July 2009) 

IFRS 8 Operating Segments (effective 1 January 2009) 

IFRIC 13 Customer Loyalty Programmes (IASB effective date 1 July 2008) 

IFRIC 15 Agreements for the Construction of Real Estate (effective 1 January 2009) 

IFRIC 16 Hedges of a Net Investment in a Foreign Operation (effective 1 October 2008) 

IFRIC 17 Distributions of Non-cash Assets to Owners (effective 1 July 2009) 

IFRIC 18 Transfers of Assets from Customers (effective prospectively for transfers on or after 1 July 2009) 

All of these changes will be applied by the Company from the effective date but none of them are expected to have a 

significant impact on the Company's financial statements, with the possible 

exception of IAS1 and IFRS 7. 

NOTICE OF ANNUAL GENERAL MEETING 

NOTICE is hereby given that the second Annual General Meeting of TP70 VCT plc will be held at 4-5 Grosvenor Place,London SW1X 7HJ at 2.00 p.m. on Thursday, 23 July 2009 for the following purposes: 

ORDINARY BUSINESS 

To receive, consider and adopt the Report of the Directors and Financial Statements for the period ended 28 February 2009. 

To approve the Directors' renumeration report for the period ended 28 February 2009. 

6. 

 To re-elect Mr Michael Gabriel Sherry as a director. 

 To re-appoint Grant Thornton UK LLP as auditors and authorise the Directors to agree their remuneration 

"That the Directors be generally and unconditionally authorised for the purposes of Section 80 of the Companies Act 1985 ("the Act") to exercise all the powers of the Company to allot relevant securities up to an aggregate nominal amount of the authorised but as yet unissued share capital of the Company from time to time provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company or 15 months following the date of the passing 

of this Resolution, whichever is the first 

to occur, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to such offer or agreement notwithstanding that the authority conferred hereby has expired, and the expression "relevant securities" and reference to the allotment of relevant securities shall bear the same respective meanings as in Section 80 of the Act." 

(Ordinary Resolution) 

"That the Directors be and they are hereby empowered pursuant to Section 95 of the Act to allot equity securities wholly for cash pursuant to the authority conferred on them as if Section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities in connection with or pursuant to either, 

(i) an offer by way of rights, open offer or other pre-emptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlement or any legal or practical problems 

under the laws of any territory, or the requirements of any regulatory body or stock exchange, and/or, (ii) an offer of up to an aggregate nominal value of 10% of the issued share capital of the Company at any one time as at the date of such allotment, and in either case such power shall expire at the conclusion of the next Annual General Meeting of the Company or 15 months following the passing of this Resolution, 

whichever is the first to occur, save 

that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement notwithstanding that the power conferred hereby has expired, and the expression "equity securities" and references to the allotment of equity securities " 

(Special Resolution) 

TP70 VCT PLC 

NOTICE OF ANNUAL GENERAL MEETING (continued) 

7.  "That the Company be generally and unconditionally authorised, pursuant to Section 166 of the Act, to make 

market purchases (as defined in 

Section 163 of the Act) of up to 10% of the ordinary share capital on such terms and in such manner as the Directors of the Company may from time to time determine, provided that the amount paid for each share (exclusive of expenses) shall not be less than 1 penny per Ordinary Share; and the authority herein contained shall expire at the conclusion of the next Annual General Meeting of the Company or 15 months following the date of the passing of this Resolution, whichever 

is the first to occur, provided that the 

Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuant of such contract as if the authority hereby conferred had not expired." (Special Resolution) 

By Order of the Board 

Peter Hargreaves Company Secretary 

Registered Office: 

4 - 5 Grosvenor Place London SW1X 7HJ

 30 June 2009 

Notes: 

(i) A member entitled to vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote on his or her behalf. A proxy need not be a member of the Company. 

(ii) A form of proxy is enclosed. To be effective, the instrument appointing a proxy (together with the power of attorney or other authority, 

if any, under which it is signed, or a certified copy of such power or authority) must be deposited at or posted to the office of the 

registrars of the Company, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, so as to be 

received not less than 48 hours before the time fixed for the Meeting. Completion and return of the form of proxy will not preclude a 

member from attending or voting at the Meeting in person if or she so wishes. 

(iii) Members who hold their shares in uncertificated form must be entered in the Company's register of Members 48 hours before the 

Meeting to be entitled to attend or vote at the Meeting. Such shareholders may only cast votes in respect of Ordinary Shares held by them at such time. 

(iv) Copies of the service contracts of each of the Directors, and the register of Directors' interests in shares of the Company under section 325 of the Companies Act 1985, will be available for inspection at the registered offer of the Company during usual business hours on any week day (Saturdays and public holidays excepted) from the date of this notice until the date of the Annual General Meeting and at the place of the Annual General Meeting from at least 15 minutes prior to and until the conclusion of the Annual General Meeting. 

FORM OF PROXY 

Relating to the Second Annual General Meeting of TP70 VCT plc. 

I/We……………………………………………………………………………………………………………………………………………………… 

BLOCK CAPITALS PLEASE - Name in which shares registered 

of………………………………………………………………………………………………………………………………………………………… 

hereby appoint……………………………………………………………………………………………………………........................................ 

or failing him/her the Chairman of the meeting to be my/our proxy and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 23 July 2009, notice of which was sent to shareholders with the Directors' report and the Financial Statements for the period ended 28 February 2009, and at any adjournment thereof. The proxy will vote as indicated below in respect of the resolutions set out in the notice of meeting: 

Signed:........................................................................................................................................... Dated:............................................2009 

Notes: 

 A member wishing to appoint a person other than the Chairman of the meeting as proxy should insert the name and address of such person in the space provided. 

 Use of the proxy form does not preclude a member from attending and voting in person. 

 Where this form of proxy is executed by a corporation it must be either under its seal or under the hand of an officer or attorney duly authorised. 

 If the proxy form is signed and returned without any indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether and how he/she votes. 

 To be valid, the proxy form must be received by the Registrars at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA no later than 48 hours before the commencement of the meeting. 

Please place in the pre-paid envelope provided. 

Please place in the pre-paid envelope provided. 

4 - 5 Grosvenor Place London SW1X 7HJ United Kingdom 

+44 (0)20 7201 8989 [email protected] www.triplepoint.co.uk 

ENDFR QBLFXKQBLBBZ

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