Tender Offer

29 November 2011

                          CHELVERTON GROWTH TRUST PLC                          

                                (the "Company")                                

            Proposed Tender Offer, Buyback 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") and a subsequent invitation to
certain minority shareholders (other than related parties and certain overseas
shareholders) to offer their ordinary shares for buyback by the Company
("Buyback Offer"). The Tender Offer and subsequent Buyback Offer are subject to
shareholders' approval at the Company's annual general meeting to be held at
11.00 a.m. on 21 December 2011. 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 22 December 2011.

A circular containing details of the Tender Offer and subsequent Buyback Offer,
together with the Company's report and accounts for the year ended 31 August
2011 and a notice of annual general meeting, will be posted to shareholders
later today.

Pursuant to an agreement between the Company 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 proposals at the
tender price.

                         Expected Timetable of Events                          
                                                                               
Closing Date: latest time and date for receipt of  3.00p.m. on 22 December 2011
Tender/Buyback Forms                                                           
                                                                               
Record Date for the Tender Offer and Buyback            Close of business on 22
Offer                                                             December 2011
                                                                               
Date of the Company's AGM                                      21 December 2011
                                                                               
Calculation Date, close of business on                         22 December 2011
                                                                               
Result of Tender Offer and Buyback Offer                       28 December 2011
announced                                                                      
                                                                               
Tender Price announced                                         28 December 2011
                                                                               
Balancing Ordinary Shares despatched through                    23 January 2012
CREST                                                                          
                                                                               
Cheques despatched by                                           23 January 2012
                                                                               
Balancing Ordinary Share certificates despatched                23 January 2012
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 18 November 2011
(being the latest practicable date prior to this announcement) the Net Asset
Value per ordinary share was 31.08p and the tender price would have been 28.75p
compared to the mid-market ordinary share price at the close of business on
that day of 22.00p.

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 marginally positive. 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.

Following completion of the Tender Offer, those shareholders (excluding related
parties and certain overseas shareholders) who participate in the Tender Offer
and following its completion hold a maximum of 4,000 Ordinary Shares in the
Company ("Minority Shareholders") will have the opportunity to sell all (but
not some) of their Shares to the Company. Shares purchased by the Company as
part of the Buyback Offer will be purchased for the Tender Price.

Any Minority Shareholder who elects to participate in the Buyback Offer will
automatically be deemed to have also tendered his, her or its entire Basic
Entitlement for the purposes of the Tender Offer.

Minority Shareholders on the Register on the record date will be invited to
sell all (but not some) of their ordinary shares to the Company who will
purchase, as principal, at the tender price the ordinary shares eligible for
sale by the Minority Shareholders and which are tendered by the Minority
Shareholders. 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 and Buyback Offer are subject to certain conditions, and may
be terminated in certain circumstances. Full details of the Tender Offer and
Buyback Offer are set out in the circular being posted to shareholders today.

Overseas shareholders

The Tender Offer and Buyback Offer are 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