Merger Update

QUESTER VCT PLC, QUESTER VCT 2 PLC AND QUESTER VCT 3 PLC

Merger of Quester VCT plc ('Quester VCT'), Quester VCT 2 plc ('VCT2') and
Quester VCT 3 plc ('VCT3')

28 June 2005

Today the High Court sanctioned the Scheme of Arrangement for the merger of
Quester VCT, VCT2 and VCT3. Under the terms of the Scheme, the FAVs were
calculated as at the close of business on 23 June 2005. The FAV of Quester VCT
was 43.39p per Quester VCT share, the FAV of VCT2 was 44.47p per VCT2 share and
the FAV of VCT3 was 42.59p per VCT3 share respectively.

VCT2 shareholders on the register at the close of business on 27 June 2005 will
receive 1,024 New VCT1 Shares for every 1,000 VCT2 shares held by them and so
on in proportion for any greater or lesser number of VCT2 shares held. VCT3
shareholders on the register at the close of business on 27 June 2005 will
receive 981 New VCT1 Shares for every 1,000 VCT3 shares held by them and so on
in proportion for any greater or lesser number of VCT3 shares held. Fractional
entitlements will not be issued. Entitlements of VCT2 shareholders and VCT3
shareholders will be rounded down to the nearest whole New VCT1 Share.

It is expected that dealings in the New VCT1 Shares will commence on 29 June
2005 subject to the Scheme becoming effective. The New VCT1 Shares will rank
pari passu with those currently in issue. Share certificates for the New VCT1
Shares will, where appropriate, be posted to shareholders by 13 July 2005.
Following the Merger, Quester VCT will have 122,686,172 ordinary shares in
issue.

Defined terms in this announcement shall have the same meaning as in the
Listing Particulars and Circulars to shareholders issued by Quester VCT, VCT2
and VCT3 on 20 May 2005.

Enquiries

Quester Capital Management Limited John Spooner            020 7222 5472       
                                                                               
                                   Andrew Holmes                               
                                                                               
                                   Martin Williams                             

Nabarro Wells & Co. Limited        Robert Lo               020 7710 7400       
                                                                               
                                   Nigel Atkinson                              
                                                                               
AGM Corporate Finance LLP          Allan Treacy            01223 422 396       
                                                                               
                                   John Ayton                                  
                                                                               
Noble & Company Limited            Ben Thomson             0131 225 9677       
                                                                               
                                   John Philipsz           020 7763 2200       

The directors of Quester VCT accept responsibility for the information relating
to Quester VCT and its directors contained in this document. To the best of the
knowledge and belief of such directors (who have taken all reasonable care to
ensure that such is the case), the information relating to Quester VCT and its
directors contained in this document, for which they are solely responsible, is
in accordance with the facts and does not omit anything likely to affect the
import of such information.

The directors of VCT2 accept responsibility for the information relating to
VCT2 and its directors contained in this document. To the best of the knowledge
and belief of such directors (who have taken all reasonable care to ensure that
such is the case), the information relating to VCT2 and its directors contained
in this document, for which they are solely responsible, is in accordance with
the facts and does not omit anything likely to affect the import of such
information.

The directors of VCT3 accept responsibility for the information relating to
VCT3 and its directors contained in this document. To the best of the knowledge
and belief of such directors (who have taken all reasonable care to ensure that
such is the case), the information relating to VCT3 and its directors contained
in this document, for which they are solely responsible, is in accordance with
the facts and does not omit anything likely to affect the import of such
information.

Noble & Company Limited, Nabarro Wells & Co. Limited and AGM Corporate Finance
LLP are acting exclusively for Quester VCT, VCT2 and VCT3 respectively and for
no one else in connection with the matters described herein and will not be
responsible to anyone other than Quester VCT, VCT2 and VCT3 respectively for
providing the protections afforded to clients of Noble & Company Limited,
Nabarro Wells & Co. Limited and AGM Corporate Finance LLP, nor for providing
advice in relation to the matters described herein.