Announcement of Tender Offer

6 November 2012

                          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 at
11.00 a.m. on 13 December 2012. 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 14 December 2012.

The Company's report and accounts for the year ended 31 August 2012 and a
notice of annual general meeting will be posted to shareholders later today. In
addition, a circular containing details of the Tender Offer will be posted to
shareholders on or before 12 November 2012.

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 Tender Offer at
the tender price.


                         Expected Timetable of Events                          
                                                                               
Date of the Company's AGM                                      13 December 2012
                                                                               
Closing Date: latest time and date for receipt     3.00p.m. on 14 December 2012
of Tender Forms                                                                
                                                                               
Record Date for the Tender Offer          Close of business on 14 December 2012
                                                                               
Calculation Date                          Close of business on 14 December 2012
                                                                               
Result of Tender Offer announced                               18 December 2012
                                                                               
Tender Price announced                                         18 December 2012
                                                                               
Balancing Ordinary Shares despatched through                    14 January 2013
CREST                                                                          
                                                                               
Cheques despatched by                                           14 January 2013
                                                                               
Balancing Ordinary Share certificates                           14 January 2013
despatched 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 31 October 2012
(being the latest practicable date prior to this announcement) the Net Asset
Value per ordinary share was 35.24p and the tender price would have been
32.597p compared to the mid-market ordinary share price at the close of
business on that day of 26.25p.

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.

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 on or before 12 November 2012.

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