Issue of Equity

Baronsmead VCT 3 plc

Allotment of Shares

On 20 November 2012 Baronsmead VCT plc, Baronsmead VCT 2 plc, Baronsmead VCT 3
plc, Baronsmead VCT 4 plc and Baronsmead VCT 5 plc ("the Companies" and each a
"Company") published a Prospectus in relation to offers for subscription for
new ordinary shares of 10p each in each of the Companies ("New Shares"), to
raise in aggregate up to £30 million (before issue costs) (the "Offers" and
each an "Offer"). The Offers opened on 11 December 2012 and the Company
announced that its Offer had become fully subscribed on 18 December 2012.

The Company announces the allotment of New Shares has taken place today at an
Offer Price of 117.40p per share pursuant to the Offer raising £5,000,000
(before expenses).

In accordance with the Prospectus, the Offer Price at which the New Shares have
been allotted in the Company was calculated on the basis of the following
formula:

Latest published net asset value of an existing Ordinary Share on the day of
allotment divided by 0.945 (to allow for issue costs of 5.5 per cent.) rounded
up to the nearest 0.1p per share.

As a result, the Offer Price was calculated as follows:

                    Offer Price of New Shares allotted on 21 December 2012             

                                                  Baronsmead VCT 3 plc
                                                 (pence per Share)

Latest published NAV as at 12 December 2012       110.85

Latest published NAV divided by 0.945             117.301

Offer Price (rounding up to nearest 0.1p)         117.40

The number of New Shares allotted and the total number of Ordinary Shares in
issue after the allotment are shown below:

                        New Shares              Ordinary Shares
                        allotted (1)            in issue following allotment (2)

Baronsmead VCT 3 plc    4,258,668               75,731,919

1. Includes New Shares allotted with respect to any commissions waived and
reinvested

2. Includes 8,929,214 Ordinary Shares held in Treasury

The New Shares rank pari passu in all respects with the existing Ordinary
Shares.

Application has been made to the UK Listing Authority and the London Stock
Exchange for the New Ordinary Shares to be admitted to the Official List and to
trade on the London Stock Exchange's main market for listed securities. It is
expected that admission will become effective and dealings will commence on, or
around, 28 December 2012. Definitive documents of title and income tax relief
certificates are expected to be dispatched within ten business days of
allotment.

For further information, please contact:

Michael Probin - Investor Relations

ISIS EP LLP

Telephone: [phone]