Re AGM/ EGM

Close Brothers Venture Cap Tst PLC
19 June 2002

                    CLOSE BROTHERS VENTURE CAPITAL TRUST PLC


                                                                    19 June 2002



Proposal that the Company should continue as a venture capital trust for a
further five year period, proposed change of borrowing powers and proposed
Tender Offer to purchase up to 10 per cent. of the Company's share capital at
100 pence per Share





The Company was launched in the Spring of 1996 with the aim of providing the
benefits of investing in a venture capital trust to those investors who
preferred a low risk investment strategy. The Company has achieved this aim by
protecting the capital value of its investment portfolio whilst still providing
an attractive level of return.



Under the terms of the Company's Articles of Association, as amended following
the approval to issue C Shares in the Spring of 1997, members have the
opportunity, at the time of the Annual General Meeting in 2002 and every five
years thereafter, to confirm that they wish the Company to continue as a venture
capital trust.  Otherwise the Board is required to make proposals for the
reorganisation, reconstruction or the orderly liquidation and winding up of the
Company.  Given the unique nature of the Company, and in particular the
protection of capital combined with the tax free dividend stream that its
investment portfolio generates, the Board is recommending that Shareholders vote
for the Company to continue as a VCT for a further five years, as is proposed
under Resolution 5 to be considered at the Annual General Meeting.



A circular is being sent to Shareholders explaining this recommendation as well
as explaining and recommending two resolutions to be proposed at an
Extraordinary General Meeting to be held immediately following the Annual
General Meeting.  These are:



•          Resolution 1: to approve a change in the Company's borrowing powers
aimed at further enhancing Shareholder returns whilst still maintaining capital
protection.



•          Resolution 2: to approve a Tender Offer to buy in up to 10 per cent.
of the Company's Shares at a price of 100 pence per Share.



The Board believes that the above Resolutions, and Resolution 5 to be considered
at the Annual General Meeting, are in Shareholders' interests for the following
reasons:



•                    The Company has a strong investment record and is shown to
have the highest total return of all generalist VCTs launched in the 1995/1996
and 1996/1997 tax years. (Source : Allenbridge)



•          The Company has a unique investment policy which, due to changes in
legislation, is no longer capable of being replicated by new VCTs.



•          Liquidation would result in the crystallisation of deferred capital
gains for those who are sheltering such gains, unless they are otherwise
sheltered, for instance through investment in a new venture capital trust.



•          The Tender Offer enables Shareholders to achieve a partial
realisation at 100 pence per Share.



•          The change in borrowing powers is designed to increase both the
investment return and investment flexibility.



The Annual General Meeting will be held at 11:00 a.m. on 1 August 2002 at Close
Brothers Investment Limited, 12 Appold Street, London, EC2A 2AW.





For further information, please contact:


Patrick Reeve/ Ole Bettum                            John West/ Justin Griffiths
Close Venture Management                             Tavistock Communications
020 7426 4000                                        020 7600 2288





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