Proposed Tender Offer and Notice of AGM

24 November 2010

                          CHELVERTON GROWTH TRUST PLC                          

                                (the "Company")                                

                    Proposed Tender Offer and Notice of AGM                    

The Company is pleased to announce a tender offer by Merchant Securities
Limited ("Merchant Securities") to purchase up to 10 per cent. of the Company's
issued share capital (the "Tender Offer"). The Tender Offer is subject to
shareholders' approval at the Company's annual general meeting to be held on at
11.30 a.m. on 16 December 2010. The tender price per ordinary share will be
92.5 per cent. of the net asset value per ordinary share at the close of
business on 17 December 2010.

A circular containing details of the Tender Offer, together with the Company's
report and accounts for the year ended 31 August 2010 and a notice of annual
general meeting, will be posted to shareholders later today.

Pursuant to an agreement between it and Merchant Securities, details of which
are set out in the circular, the Company will purchase from Merchant Securities
all those ordinary shares purchased by it under the Tender Offer at the tender
price.

                         Expected Timetable of Events                          
                                                                               
Closing Date: latest time and date for receipt of  3.00p.m. on 17 December 2010
Tender Forms                                                                   
                                                                               
Record Date for the Tender Offer                        Close of business on 17
                                                                  December 2010
                                                                               
Calculation Date                                        Close of business on 17
                                                                  December 2010
                                                                               
Result of Tender Offer announced                               21 December 2010
                                                                               
Tender Price announced                                         21 December 2010
                                                                               
Balancing Ordinary Shares despatched through                    17 January 2011
CREST                                                                          
                                                                               
Cheques despatched by                                           17 January 2011
                                                                               
Balancing Ordinary Share certificates despatched                17 January 2011
by                                                                             

If any of the above times and/or dates change, the revised time(s) and/ or date
(s) will be notified to shareholders by announcement through a Regulatory
Information Service.

Merchant Securities is authorised and regulated by the Financial Services
Authority of the United Kingdom.

The Tender Offer is for up to 10 per cent. of the Company's issued share
capital and shareholders will be able to decide whether to tender some or all
of their ordinary shares within the overall limits of the Tender Offer (but
tenders in excess of a shareholder's basic entitlement (being 10 per cent. of
his or her shareholding) will only be accepted to the extent that other
shareholders tender less than their basic entitlement).

The tender price will be the price per ordinary share which represents 92.5 per
cent. of the Net Asset Value per ordinary share on the calculation date.
Assuming a calculation date as at the close of business on 19 November 2010
(being the latest practicable date prior to this announcement) the Net Asset
Value per ordinary share was 26.37p and the tender price would have been 24.39p
compared to the mid-market ordinary share price at the close of business on
that day of 19.00p.

The Tender Offer is conditional, inter alia, on valid tenders being received in
respect of at least one per cent. of the Company's issued share capital by the
closing date.

Shareholders can choose to continue to hold in full their investment in the
Company. Assuming that the full 10 per cent. of ordinary shares are tendered,
accepted and cancelled pursuant to the Tender Offer, the effect on Net Asset
Value per ordinary share is neutral. Alternatively, shareholders can choose to
tender some or all of their ordinary shares for purchase and to receive cash in
consideration of such purchase (subject to the scaling back of tenders in
excess of the basic entitlement).

Shareholders on the Register on the record date will be invited to tender some
or all of their ordinary shares to Merchant Securities who will, as principal,
purchase at the tender price the ordinary shares validly tendered (subject to
the overall limits of the Tender Offer) and, following the completion of all
those purchases, sell the relevant ordinary shares on to the Company at the
tender price by way of an on-market transaction. All transactions will be
carried out on the London Stock Exchange and will be subject to the rules of
the London Stock Exchange.

The Tender Offer is subject to certain conditions, and may be terminated in
certain circumstances. Full details of the Tender Offer are set out in the
circular being posted to shareholders today.

Overseas shareholders

The Tender Offer is not being made to certain overseas shareholders.

Enquires:

William van Heesewijk
Chelverton Asset Management Limited
Tel: [phone]
www.chelvertonam.com

Lindsay Mair / Virginia Bull
Merchant Securities
Tel: [phone]
www.merchantsecurities.co.uk