Triple Point Income VCT : Circular and Notice of General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the action to be taken, you should immediately consult your bank manager, stockbroker, solicitor, accountant, or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000 ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.

If you have sold or otherwise transferred all of your Shares in Triple Point Income VCT plc (the "Company"), please send this document and accompanying form of proxy, as soon as possible, to the purchaser or transferee or to the stockbroker, independent financial adviser, or other person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Triple Point Income VCT plc

Income VCT plc

(Registered in England and Wales with registered number 06421083)

Proposals for the winding-up of the Company

Your attention is drawn to the letter from the Chair of the Company set out on pages 3 to 5 of this document which contains unanimous recommendations to vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

A notice convening a general meeting of the Company (the "General Meeting") to be held at 1 King William Street, London EC4N 7AF at 10.00 am on 1 September 2023 is set out on pages 14 to 16 of this document.

A Form of Proxy for use at the General Meeting is enclosed with this document. To be valid, the Form of Proxy must be completed and returned either by post or by hand so as to be received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY not later than 48 hours (excluding weekends and public holidays) before the time of the General Meeting.

The completion and depositing of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting should you wish to do so.

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CONTENTS
PART I
LETTER FROM THE CHAIR OF THE COMPANY	3
PART II
RISK FACTOR	6
PART III
EXPECTED TIMELINE	7
PART IV
INVESTMENT PORTFOLIO	8
PART V
ADDITIONAL INFORMATION	10
PART VI
DEFINITIONS	13
NOTICE OF GENERAL MEETING	14

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PART I - LETTER FROM THE CHAIR OF THE COMPANY

Registered Office:

1 King William Street

London

EC4N 7AF

28 July 2023

Dear Shareholder,

Introduction

The Company was incorporated and registered in England and Wales on 7 November 2007 under the Companies Act 1985 (the "CA 1985") with registered number 06421083 as a public company limited by shares, and with the object of carrying on business as a Venture Capital Trust ("VCT").

As announced on 2 December 2022, the Company concluded successful exits for the C and D Share Classes meaning that the Company now comprises a single class of shares, being the E Share Class. The portfolio of investments in the E Share Class now includes four assets within the controlled environment agriculture sector; four assets within the solar energy sector; and one remaining asset within the hydroelectric power sector. Further details on the portfolio are set out in Part IV.

Following the Company's tactical realisations of investments over the course of 2022, including its gas-fired energy centres and the majority of its hydroelectric power portfolio, the total assets of the Company have now reduced to such size that both the Board and Triple Point Investment Management LLP, the Company's investment manager (the "Investment Manager") are of the opinion that the Company is of subordinate scale. As a result, the substantial running costs of operating as a VCT and as a publicly listed company are no longer justifiable and continuing to operate the Company on this basis would be uneconomic for its shareholders.

In addition, in order to maintain its preferential VCT tax status for shareholders, the Company must have at least 80% by value of its investments, represented by investments that qualify under the rules relating to VCTs (the "QI Hurdle"). Later this year, the Company is likely to fall below the QI Hurdle in the absence of making further qualifying investments or carrying out further disposals.

In light of these factors and after due and careful consideration, the Board believes that it is in the best interests of the Shareholders to now look to divest the Company of its remaining assets in a commercially viable manner, wind-up the Company by entering into a members' voluntary liquidation and return funds to Shareholders in a manner intended to preserve VCT tax reliefs. Entering liquidation is expected to have no impact on the valuation of portfolio investments and is expected to deliver significant cost savings. To further align interests with shareholders, it is proposed that the Investment Manager will cease charging further investment management or company secretarial fees.

Members' voluntary liquidation

The Board is recommending that the Company be placed into voluntary liquidation with the intention that further funds are returned to Shareholders by way of a capital distribution by the Liquidators. Assuming Shareholders accept the Board's recommendation to wind-up the Company, no further quarterly valuation announcements, audited financial statements or half yearly reports will be issued by the Company and the Shares will be de-listed. However, while in liquidation, an annual progress report will be published by the Liquidators each year and further information about the proceeds of sales and their distribution will be sent to Shareholders in due course. In addition, running costs for the Company, which are currently approximately £500,000 per annum, are expected to reduce significantly on an annual basis to approximately £100,000, a saving of approximately 1.4p per Share, thereby maximising returns to Shareholders.

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The winding-up of the Company, the appointment of Liquidators and the cancellation of the listing of the Shares on the Official List

The Board proposes that the Company be placed into members' voluntary liquidation and that the Company's assets be realised and (after payment of its liabilities and after deducting the costs of implementing the liquidation) the net proceeds and other cash held by the Company on such winding- up be distributed amongst Shareholders in accordance with the provisions of the Articles.

If the Resolutions are passed at the General Meeting, this will result in the cancellation of the listing of the Shares on the Official List, which is expected to take place on 4 September 2023, and the Shares ceasing to trade on the London Stock Exchange.

It is proposed that Asher Miller and Stephen Katz, both licensed insolvency practitioners of Begbies Traynor (London) LLP, Pearl Assurance House, 319 Ballards Lane, Finchley, London, N12 8LY, be appointed joint liquidators of the Company. The winding-up of the Company will be a solvent winding- up in which it is intended that all creditors will be paid in full. The appointment of the Liquidators becomes effective immediately upon the passing of Resolution 1 at the General Meeting. At this point, the powers of the Directors will cease, and the Liquidators will assume responsibility for the winding-up of the Company, including the payment of fees, costs and expenses, the discharging of the liabilities of the Company and the distribution of its surplus assets to Shareholders.

The Liquidators, if appointed, have agreed that, given the Investment Manager's extensive knowledge of the Company's portfolio and the markets within which they operate, the Investment Manager will continue to provide discretionary investment management and advisory services to the Company on the terms of its investment management agreement dated 7 October 2016, further details of which are set out in Part V.

Taxation

Subject to the Resolutions having been passed at the General Meeting, the Company will notify HMRC that it is entering into members' voluntary liquidation. This begins a three year period in which the Company can realise its assets in an orderly manner and any distributions made will be tax free in the hands of Shareholders on the basis that all Shareholders have held their Shares for at least five years. This is possible because while the Company is in liquidation the rules governing VCTs (set out in Venture Capital Trust (Winding Up and Mergers) (Tax) Regulations 2004) treat the Company as continuing to be a VCT for a period of three years, allowing the Liquidators and the Investment Manager the flexibility to realise the Company's investments in a commercially viable manner without the Company losing VCT status. The winding-up process will aim to return the net proceeds of realisation of the Company's portfolio to Shareholders within the three years envisaged by tax legislation. To the extent that any investments remain after the end of the three year liquidation period, these could be distributed in specie to Shareholders (or transferred to a new management company) and an arrangement drawn up to ensure that the investments continue to be managed on behalf of Shareholders. Any distributions made after the three year period would be subject to tax on any gains realised.

Explanation of Resolutions

Resolution 1 is conditional upon the passing of Resolutions 2, 3 and 4 at the General Meeting and relates to the approval of the Company being wound-up voluntarily and the appointment of the Liquidators for the purpose of the winding-up. Resolution 2 grants the Liquidators authority to make a series or a single final distribution in cash to the Shareholders, in proportion to their holdings of Shares (after payment of the Company's liabilities and after deducting the costs of implementation of the Company's winding-up) in accordance with the provisions of the Articles. Resolution 3 grants the Liquidators authority to exercise certain powers laid down in the Insolvency Act 1986. Resolution 4 determines the remuneration of the Liquidators by reference to the time spent in their attending to matters.

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Shareholder Action to be Taken

You will find at pages 14 to 16 of this document, a notice convening the General Meeting. A detailed explanation of each of the Resolutions to be put to the Meeting is set out above, and the Resolutions are set out in full in the notice of the General Meeting.

You will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you propose to attend the General Meeting, you are requested to complete and return the Form of Proxy enclosed to be received as soon as possible and, in any event, not less than 48 hours before the time appointed for the holding of the General Meeting (excluding weekends and public holidays). Completion and return of a Form of Proxy will not prevent you from attending and voting in person at the General Meeting should you wish to do so. Please return the Form of Proxy by post or hand to the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY.

Recommendation of the Board

The Board believes that the proposals set out in this Circular are in the best interests of the Shareholders as a whole and unanimously recommends that Shareholders vote in favour of the Resolutions.

Yours sincerely

David Frank

Chair

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