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: 0207 066 1000 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 This information is provided by RNS The company news service from the London Stock Exchange MIBMTMMJBTJI


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