Tender Offer

Close Brothers Aim Vct PLC
15 October 2004

15 October 2004

                   Close Brothers AIM VCT PLC ('the Company')

The Company has announced today its Interim Results for the six month period
ended 31 August 2004. The Company also announced details of a proposed Tender
Offer to buy in from Qualifying Shareholders up to 10 per cent. of the Company's
Ordinary Shares, a proposed further issue of 'D' Shares and proposals for the
introduction of a new management incentive scheme.

Further details are set out in a circular to shareholders which is being
published later today and are set out below.

Summary of the Tender Offer

Ordinary Shareholders will be able to decide whether to tender some or all of
their Ordinary Shares within the overall limit of the Tender Offer.

The key points of the Tender Offer are as follows:

•                          the Tender Offer is for up to 10 per cent. of the
Company's Ordinary Shares;

•                          Qualifying Shareholders will be entitled to have up
to 10 per cent of their holdings (the 'Basic Entitlement') repurchased under the
Tender Offer.  They will also be able to request the repurchase of additional
Ordinary Shares, but such requests will only be satisfied, on a pro rata basis,
to the extent that other Qualifying Shareholders do not tender for their full
Basic Entitlement;

•                          Ordinary Shares will be acquired at the Tender Price,
being the unaudited Net Asset Value per Share as at 31 August 2004 as adjusted
to the Calculation Date in accordance with the formula in the Circular to
shareholders;

•                          for illustrative purposes, if the calculation of the
Tender Price had been effected as of 31 August 2004, the price would have been
74.1p per Ordinary Share; and

•                          implementation of the Tender Offer will require
approval by Shareholders at the Extraordinary General Meeting which has been
convened for 10.15 am on 26 November 2004 and at the Separate General Meetings
convened for the same date.

The expected Tender Offer timetable is set out below:
                                                                                                            2004


Latest time for receipt of Tender Forms                                                  5.00 p.m. on 8 November

Record date for Tender Offer                                                             5.00 p.m. on 8 November

Calculation Date                                                                                      9 November

Announcement of Tender Offer Price, results of Tender Offer and Repurchase                           10 November
Contract put on display

Latest time for receipt of forms of proxy                                                 10.15 a.m. 24 November

Extraordinary General Meeting                                                             10.15 a.m. 26 November

Separate General Meeting of Ordinary Shareholders                                        10.15 a.m. 26 November*

Separate General Meeting of 'D' Shareholders                                             10.15 a.m. 26 November*

Repurchase Contract entered into and completed                                                       26 November

Posting of cheques in respect of the Tender Offer, along with any balance                             1 December
certificates or the crediting of CREST accounts with proceeds due and stock
balances

Note:    All Ordinary Shares sold in the Tender Offer will rank for the interim
dividend.

* or as soon thereafter as the Meeting(s) referred to above shall have been
completed or adjourned.

Reasons for the Tender Offer

Following the passing of the resolution to extend the Company's life until 2009
at the extraordinary general meeting held on 12 February 2004, the Directors
recognise that some Ordinary Shareholders may like to have an opportunity to
dispose of part or all of their holding at a price close to the underlying Net
Asset Value of the Shares. Although the Company's Ordinary Shares are admitted
to the Official List and traded on the London Stock Exchange, and the Company
has a policy of buying in its Ordinary Shares in the market for cancellation in
order to help liquidity, the Ordinary Shares have been consistently priced at a
discount to their underlying Net Asset Value. For example, during the period
from 1 January to 30 September 2004, the Ordinary Shares have traded at an 
average discount of 16.27 per cent. to Net Asset Value.

Calculation of the Tender Price

For the purposes of the Tender Offer, the price payable to Ordinary Shareholders
in respect of each Share purchased under the Tender Offer shall be the unaudited
Net Asset Value per Share as at 31 August 2004, amounting to 77.2 pence per
Share, as adjusted in accordance with the formula set out in the Circular. For
example, had the Calculation Date been 31 August 2004, the Tender Price would
have been 74.1p.

The Tender Price, as at the Calculation Date, will be announced as soon as
practicable after its determination, which the Directors expect to be on 10
November 2004.

The Proposed New Performance Incentive

Subject to Shareholder approval at the Extraordinary General Meeting, a new
management performance incentive scheme will be introduced.

The new scheme will require the Net Asset Value as at 28/29 February, being the
end of each financial period (the 'Accounting Date') to have grown over that
financial period by more than an amount equal to the average base rate of The
Royal Bank of Scotland plc plus 2 per cent during the relevant financial period.

If the Net Asset Value has exceeded this target then 5 per cent of the excess
will be payable to the manager.

The new management incentive scheme will replace all of the existing incentive
arrangements.

Extraordinary General Meeting and Separate General Meetings

The proposals for the implementation of the Tender Offer and the New 'D' Share
Offer and the introduction of the new management incentive scheme require the 
passing of resolutions to be proposed at the Extraordinary General Meeting and 
separate General Meetings of Shareholders.

A Circular incorporating full details of the proposals and the interim results
of the Company for six months ended 31 August 2004 will be sent to shareholders
shortly.  The Circular is today being sent to UK Listing Authority for approval
and this document will be available shortly for inspection at the UK Listing
Authority's Document Viewing Facility which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS

Tel:  [phone]

For further information please contact:

Lenny Norstrand or Ben Prior                         0207 246 1162
Brewin Dolphin Solutions

Andrew Buchanan                                      0207 426 4000
Close Investment Limited

Press enquiries to:

Henrietta Guthrie or Karen Brunskill                 0207 490 8828
Lansons


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