Prior Notice of Merger

JOINT ANNOUNCEMENT                               

MATRIX INCOME & GROWTH VCT PLC ("VCT 1") AND MATRIX INCOME & GROWTH 3 VCT PLC
("VCT 3")

Possible merger pursuant to a s.110 scheme of reconstruction under the
Insolvency Act 1986

The boards of VCT 1 and VCT 3, which are both managed by Matrix Private Equity
Partners LLP, are pleased to announce that they have reached agreement in
principle on terms to merge the companies, subject to approval by shareholders
of both companies, to achieve, amongst other things, cost savings for the
benefit of all shareholders.

The intention is that this proposed merger will be completed pursuant to a
s.110 scheme of reconstruction under the Insolvency Act 1986 by transferring
the assets and liabilities of VCT 3 to VCT 1 in consideration for new VCT 1
shares to be issued to VCT 3 shareholders on a relative net asset value basis.
A merger on this basis will be outside the provisions of The City Code on
Takeovers and Mergers.

Formal proposals will be forwarded to shareholders of both VCT 1 and VCT 3 when
they have been finalised in April, at which point, a further announcement will
be made.

Enquiries:


Mark Wignall

Matrix Private Equity Partners LLP (Investment Manager)

Tel [phone]

Rob Brittain/Sarah Penfold

Matrix-Securities Limited (Company Secretary)

Tel [phone]

Kavita Patel

Martineau (Solicitors)

Tel [phone]