Statement re Redmmnded Merger

Murray VCT 3 PLC
17 November 2005


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
AUSTRALIA, CANADA, JAPAN, OR THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL, PURCHASE, EXCHANGE OR
SUBSCRIBE FOR ANY SECURITIES OR SOLICITATION OF SUCH AN OFFER IN THE UNITED
STATES OF AMERICA OR ANY OTHER JURISDICTION. THE SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND WILL NOT BE OFFERED OR SOLD IN THE
UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION

17 November 2005

RECOMMENDED MERGER BETWEEN MURRAY VCT 3 PLC, MURRAY VCT PLC AND MURRAY VCT 2 PLC
AND RELATED PROPOSALS

Introduction
The boards of Murray VCT 3 PLC ('VCT 3'), Murray VCT PLC ('VCT') and Murray VCT
2 PLC ('VCT 2'), today announce that they have agreed the terms of a proposed
merger of VCT 3, VCT and VCT 2 (the 'Merger'). The Merger is to be effected by
way of a scheme of arrangement under section 425 of the Companies Act 1985, as
amended, and is to be carried out by VCT, VCT 2 and VCT 3 (the 'Scheme') on a
formula asset value ('FAV') basis. The Merger is subject, amongst other
conditions, to the approval of the shareholders of all three companies and the
approval of the High Court of Justice of England and Wales (the 'Court').
The three companies are listed venture capital trusts, each with a single class
of share capital, and have similar investment objectives. They are managed by
the same manager, Close Venture Management Limited (the 'Manager').
The Scheme involves the cancellation of the existing VCT shares and VCT 2 shares
and the issue of new VCT shares and new VCT 2 shares to VCT 3 in consideration
for which VCT 3 will issue new shares to the former holders of VCT shares and
VCT 2 shares. VCT and VCT 2 will become wholly owned subsidiaries of VCT 3 and
will, following the implementation of the Merger, transfer their net assets
(having obtained any requisite consents) to VCT 3 pursuant to a transfer
agreement (the 'Transfer Agreement'). VCT and VCT 2 will, following completion
of the transfer of all their assets, enter into liquidation. VCT 3 will continue
as a listed company and will be renamed 'Crown Place VCT PLC' (the 'Enlarged
Company').

Shareholders in each of the three companies (other than shareholders resident in
the US, Australia, Canada and Japan ('Excluded Overseas Shareholders')) will be
entitled to tender up to 10 per cent. of their existing shares in the relevant
company (a shareholder's 'Basic Entitlement') in a tender offer to Winterflood
Securities (the 'Tender Offers'). In addition, each shareholder may tender
shares in excess of their Basic Entitlement but such excess tenders will only be
satisfied to the extent that other shareholders have not tendered all or any
part of their Basic Entitlement. Tenders in excess of the Basic Entitlement will
be satisfied pro rata in proportion to the excess over the Basic Entitlement
tendered, rounded down to the nearest whole number of shares. The Tender Offers
are designed to enable those shareholders who wish to realise shares for cash in
VCT, VCT 2 and VCT 3 to do so at a price much closer to the net asset value of
the relevant company than is currently available through selling shares in the
market.

The boards of VCT, VCT 2 and VCT 3 are pleased to recommend the Merger to their
respective shareholders.

Full details of the Merger, Scheme and Tender Offers are set out in circulars
for each company and a prospectus for VCT 3 which are expected to be sent
tomorrow to shareholders in VCT, VCT 2 and VCT 3.

Financial information on VCT, VCT 2 and VCT 3
As at 31 August 2005, VCT's audited net asset value was £8.5 million (or 30.1
pence per VCT share) and gross assets were £9.3 million. The loss on ordinary
activities after taxation for the year ended 31 August 2005 was £0.22 million.
As at 31 August 2005, VCT 2's unaudited net asset value was £12.7 million (or
35.7 pence per VCT 2 share) and gross assets were £13.2 million. The loss on
ordinary activities after taxation for the year ended 28 February 2005 was £0.17
million.

As at 31 August 2005, VCT 3's unaudited net asset value was £16.7 million (or
41.9 pence per share) and gross assets were £17.3 million. The loss on ordinary
activities after taxation for the year ended 28 February 2005 was £0.08 million.

Changes to the boards
It is intended that the board of the Enlarged Company will comprise Patrick
Crosthwaite (Chairman), Rachel Beagles, Andrew Cubie (currently a director of
VCT 3), Vikram Lall (currently a director of VCT and VCT 2) and Geoffrey Vero
(the 'New Board').

Background information on the New Board is set out in Appendix II.
Following the Merger becoming effective, Sir David Trippier (Chairman), Ronald
Hollidge, David Mathewson and Iain Tulloch will retire as directors of VCT,
Maxwell Packe (Chairman), James Cooper, Ronald Hollidge and Vikram Lall will
retire as directors of VCT 2 and Peter Timms (Chairman), James Cooper and
Alistair Mair will retire as directors of VCT 3.

Benefits of the Merger
For illustrative purposes only, if the Merger and the Tender Offers had taken
place on 31 August 2005 the net assets of the Enlarged Company, after the costs
of the Merger and assuming full take up under the Tender Offers, would have been
approximately £33.8 million. Each of the boards of the three companies consider
that the immediate and long term benefits of the Merger are:
-   a significant reduction in the annual running costs as a percentage of net
    assets by reducing overlapping overheads;
-   an increase in the range and diversity of the investment portfolio and an
    improved spread of risk and opportunity in the Enlarged Company;
-   the potential for a more regular flow of dividends; and
-   the potential for an increase in share liquidity.

Reduction in annual running costs
For the twelve month period ending 31 August 2006, the overall running costs of
VCT 3 (including irrecoverable VAT and exclusive of any performance fee) are
estimated to be approximately £0.5 million, representing 3.2 per cent. of the
net assets as at 31 August 2005. The annual running costs of VCT and VCT 2
calculated on the same basis represented approximately 4.4 per cent. and 3.6 per
cent. respectively of the net assets of each company as at 31 August 2005.
It is estimated that the annual cost efficiencies for the Enlarged Company will
be approximately £0.3 million.

The annual running costs will be reduced as a result of, amongst others, the
following factors:
-   a reduction in the total number of directors from 10 across the boards of
    all three companies to 5 in the Enlarged Company; and
-   the reduction in company secretarial fees resulting from having one company
    rather than three.

Increase in the range and diversity of the investment portfolio
As at 31 August 2005, the portfolios of the three companies included the
following:
        Unquoted investments    AIM stocks         Cash            Gilts
                                                (£million)      (£million)
VCT                       29               6             1.4             2.3
VCT 2                     33               7             3.4             2.6
VCT 3                     41               4             3.8             2.9

Shareholders in VCT will gain exposure to twenty new investments. Shareholders
in VCT 2 will gain exposure to sixteen new investments. Shareholders in VCT 3
will gain exposure to twelve new investments.

Potential for a more regular flow of dividends
The greater spread of the portfolio of the Enlarged Company should increase the
potential for realisations in each accounting period and reduce the volatility
of income receipts thus enabling a smoother flow of dividends.

The New Board aims, if the capital and revenue profits and the requirement for
further investment in portfolio companies allow, to implement a progressive
dividend policy commencing at a level of approximately 1 pence per share for the
year to 28 February 2007.

Potential for an increase in share liquidity
Following the Tender Offer, the New Board intends to adopt an active discount
management policy via a share buyback programme with the overall aim of limiting
the discount to net asset value at which the Enlarged Company's shares may
trade.

The Enlarged Company will be more than double the size of VCT 3. Risk is reduced
both by the resulting stronger balance sheet and the lower overhead base. The
pooling of the cash and liquid resources of the three companies will enable a
more flexible buyback programme. Risk is further reduced by an increase in
portfolio diversity as shareholders gain access to an increased number of
investments.

The Merger and its financial impact
The Merger is proposed to be conducted by means of the Scheme. Following the
Merger, VCT 3 will be the continuing company, having acquired VCT and VCT 2.
Under the terms of the Scheme, new shares in the Enlarged Company ('New Shares')
will be issued to VCT shareholders and VCT 2 shareholders and VCT 3 will be
issued with new VCT shares and new VCT 2 shares. The number of New Shares to be
issued to VCT shareholders and VCT 2 shareholders will be that number of New
Shares as shall, in aggregate, have attributable to them a value (at the VCT 3
formula asset value per share) equal to:
-   in the case of a former holder of VCT shares, the VCT formula asset value
    multiplied by the number of VCT shares held by such holder; and
-   in the case of a former holder of VCT 2 shares, the VCT 2 formula asset
    value multiplied by the number of VCT 2 shares held by such holder.

Where the total number of New Shares to be issued to a holder of VCT shares or
VCT 2 shares produces a fractional entitlement, the number of New Shares to be
issued to such person shall be rounded down to the nearest whole number.
Fractions of New Shares will be aggregated and sold in the market for the
benefit of the Enlarged Company.

The New Shares to be received by VCT shareholders and VCT 2 shareholders will
rank pari passu in all respects with the VCT 3 shares currently in issue and
will be eligible to participate in any share buy back schemes taking place after
the Scheme becomes effective. In particular, they will rank for the dividend
expected to be paid in or around July 2006, subject to approval by shareholders
of the Enlarged Company at the next annual general meeting.

Formula Asset Values
The FAVs for the three companies will be calculated in accordance with the terms
of the Scheme. In summary, the assets and liabilities of each of VCT 3, VCT and
VCT 2 will be valued as at the FAV calculation date which is expected to be 9
January 2006 (the 'FAV Calculation Date') using the relevant companies'
valuations as at 31 August 2005 for this purpose, save that:
-   the value of investments listed on a recognised stock exchange, including
    AIM, will be calculated by reference to the bid prices on the FAV
    Calculation Date and government bonds will be valued at the bid price as at
    the close of business on the FAV Calculation Date; and
-   where there has been an event in the period between 31 August 2005 and the
    FAV Calculation Date which would require a revaluation of an investment or
    where there has been some other event in the period between 31 August 2005
    and the FAV Calculation Date which, in the reasonable opinion of the boards
    of VCT 3, VCT and VCT 2 has had a material impact then the value attributed
    to the relevant investment as at 31 August 2005 shall be adjusted as agreed
    between the boards of VCT 3, VCT and VCT 2.

The actual FAV's will be determined for the purpose of the Scheme on or shortly
following the FAV Calculation Date, but before the Scheme becomes effective
(expected to be on 13 January 2006). It is therefore not possible until then to
specify the actual number of New Shares to which the holders of VCT and VCT 2
shares will become entitled.

Costs of the Proposals
The costs relating to the Merger, the Scheme, the Tender Offers and all
associated arrangements (the 'Proposals') are estimated to amount to
approximately £0.8 million (including irrecoverable VAT and £0.1 million of
costs relating to the Tender Offers). The costs of the Merger equate to just
under 1.8 per cent. of the gross assets of VCT, VCT 2 and VCT 3 as at 31 August
2005. The terms of the Merger provide for each company to bear a proportionate
share of the costs and expenses of the Merger, pro rata to the FAV of each
company.

If the Merger should not complete for any reason, each of VCT 3, VCT and VCT 2
would bear the costs incurred up to the relevant date in proportion to their
respective net asset values.

Investment objective and policy for the Enlarged Company following the Merger
The investment objective of the Enlarged Company will continue to be to achieve
long term capital and income growth principally through investment in smaller
unquoted companies in the United Kingdom.

Investment management arrangements
The investment management agreement between VCT 3 and the Manager (the
'Management Agreement') will remain in place and the Enlarged Company will
continue to be managed by Close Venture Management. The Manager will continue to
receive a management fee of 1.75 per cent. of the net asset value of VCT 3 (plus
VAT), payable quarterly, and an administration and secretarial fee of £50,000
per year.

The Manager will also continue to be entitled to an incentive fee if the
aggregate of the net asset value at the end of the financial year and the
aggregate amount of dividends per share (both revenue and capital) declared by
the board and, where appropriate, approved by shareholders, at the end of the
relevant financial year, exceeds a target return. The target return is
calculated as the net assets at the beginning of the year, plus the base rate of
The Royal Bank of Scotland averaged over the relevant financial period, plus 2
per cent applied to the net asset value on the accounting date immediately prior
to the start of the relevant financial period. The Manager is entitled to a
performance fee of 20 per cent. of the excess.

Subject to the approval of Shareholders at the Extraordinary General Meeting of
VCT 3, it is proposed to amend the Management Agreement so that (i) the
definition of net asset value for the purposes of the calculation of the
incentive fee be amended so as to exclude any shares held in treasury; (ii) the
base net asset value used in the calculation of the incentive fee in the initial
financial period be amended to equal the FAV and (iii) all such other
consequential amendments as are necessary to give effect to such amendments be
made.

As the Manager is treated as a related party for the purposes of the listing
rules of the Financial Services Authority (the 'FSA') the approval of VCT 3
shareholders is required to authorise the amendment to the Management Agreement.

Implementation Agreement
VCT 3, VCT and VCT 2 have entered into an implementation agreement (the '
Implementation Agreement'). The Implementation Agreement requires each party to
take all steps necessary to effect the Tender Offers and the Merger.
The Merger has been structured such that the Proposals will either be
implemented in their entirety or not at all. Subject to the sanction of the
Court to the Scheme, the approval of the Proposals by shareholders of all three
companies and the delivery of a certificate of confirmation by each party, the
Implementation Agreement requires each company to confirm to the others that it
will take the necessary measures to complete the Tender Offer in respect of that
company and make the Scheme effective.

Transfer Agreement
Following the Merger becoming effective, VCT 3, VCT and VCT 2 will enter into a
transfer agreement (the 'Transfer Agreement') pursuant to which VCT 3 will agree
to acquire and VCT and VCT 2 will agree to transfer their net assets (including
cash) as at the date on which the Scheme becomes effective, subject to any
necessary consents being obtained.

In consideration for the transfer of the net assets effected pursuant to the
Transfer Agreement, VCT 3 will pay to VCT and VCT 2 an amount equal to the value
of the net assets of VCT and VCT 2, respectively and VCT 3 will indemnify VCT
and VCT 2 in respect of all costs, claims or liabilities incurred in connection
with all known and unknown actual and contingent liabilities of VCT and VCT 2.
The Company will only be required to indemnify VCT and VCT 2 as described above
to the extent that the Merger is completed and the net assets are transferred.
The net assets shall equal such of the securities and other assets of VCT and
VCT 2 as have a value calculated in accordance with the schedule to the Scheme
equal to the difference between the assets and liabilities of the respective
companies. The consideration for the assets acquired by VCT 3 is intended to be
left outstanding as an inter-company loan. No part of the consideration for
these transactions will be payable to shareholders. VCT and VCT 2 will,
following the Merger and transfer of the assets, enter into liquidation or be
dissolved in due course, and the debt owed by the Company to VCT and VCT 2 under
the Transfer Agreement will thereby be extinguished.

Shareholder meetings
Meetings of VCT3, VCT and VCT 2 shareholders will be held on 12 December 2005 in
order for shareholders to consider resolutions to approve the Merger. The Merger
requires the approval of shareholders of all three companies.

Conditions and approvals of the Merger
The conditions of the Scheme and the Merger are set out in Appendix I. The main
conditions are:
(i)    the approval of the Scheme by a majority in number representing
       three-fourths in value of the VCT shareholders at a Court meeting of VCT;

(ii)   the approval of the Scheme by a majority in number representing
       three-fourths in value of the VCT 2 shareholders at a Court meeting of
       VCT 2;
(iii)  the passing at the extraordinary general meetings of each of VCT and VCT
       2 of the special resolutions required to implement the Scheme and the
       associated reductions of capital;
(iv)   the passing, at the Extraordinary General Meeting, of a special
       resolution to approve the Merger and other Proposals, to increase the
       authorised share capital and to authorise the purchase of shares by VCT
       3;
(v)    (a) the admission to the Official List of the FSA of the New Shares
       becoming effective in accordance with the Listing Rules or the UK Listing
       Authority agreeing to admit such shares to the Official List and (b) the
       admission to trading of the New Shares becoming effective in accordance
       with the rules of the London Stock Exchange or the London Stock Exchange
       agreeing to admit such shares to trading;
(vi)   the delivery of a certificate of confirmation by each of VCT 3, VCT and
       VCT 2 on the day prior to the date on which the Scheme becomes effective
       that it will take all measures necessary to effect the Merger in
       accordance with the Implementation Agreement;
(vii)  no notice having been received by VCT 3 from HM Revenue & Customs which
       indicates that VCT or VCT 2 may not remain as a venture capital trust
       pursuant to every law for the time being in force concerning venture
       capital trusts and affecting VCT 3 before the scheme record time (being
       6.00 p.m. on the last business day immediately prior to the date on which
       the Scheme becomes effective);
(viii) the sanction (with or without modification) of the Scheme by the Court;
       and
(ix)   the registration of the order of the Court sanctioning the Scheme under
       Section 425 of the Companies Act 1985 as amended and confirming the
       reductions of capital therein under Section 137 of the Act (the 'Court
       Order').

It is anticipated that the Scheme will become effective on 13 January 2006. If
it has not become effective by 31 January 2006 (or such later date as the Court
may allow and each of VCT 3, VCT and VCT 2 may agree), the Proposals will lapse,
the Merger and the Tender Offers will not take place, and VCT shareholders and
VCT 2 shareholders will remain shareholders in VCT and VCT 2 respectively, which
would then continue as independent listed companies.

Miscellaneous
VCT 3 neither owns nor controls any shares in VCT or VCT 2.
Neither VCT 3 nor any person acting in concert with VCT 3 holds any option to
purchase any VCT or VCT 2 shares.

The Manager, in its capacity as the manager of VCT 3, would be deemed to be
acting in concert with VCT 3 in respect of investments managed on a
discretionary basis. However, there are no VCT 3 shares which are managed on
such basis by the Manager. In addition, there are no VCT or VCT 2 shares which
are managed on such basis by the Manager.

No irrevocable commitments have been made to vote in favour of the Scheme.

Expected timetable:

Shareholder meetings of VCT 3, VCT and VCT 2                    12 December 2005

FAV calculation date                                              9 January 2006

Court hearing to consider sanctioning scheme                     12 January 2006

Effective date of merger                                         13 January 2006

Dealings commence in new VCT 3 shares                            13 January 2006


Enquiries

Patrick Reeve                                                020 7422 7830
Emil Gigov                                                   020 7422 7830
Close Venture Management Limited
Todd Nugent                                                  0131 226 7011
Noble Grossart Limited, advisers to VCT 3
Allan Treacy                                                 01223 422 396
AGM Corporate Finance, advisers to VCT
Robert Lo                                                    020 7710 7400
Nabarro Wells & Co Limited, advisers to VCT 2
John West                                                    020 7920 3150
Clemmie Carr
Tavistock Communications
Shareholder helpline                                         020 7621 1358
HQB Consulting Limited

The directors of VCT 3 accept responsibility for the information relating to VCT
3 and its directors 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 VCT 3 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 VCT accept responsibility for the information relating to VCT
and its directors 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 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 VCT 2 accept responsibility for the information relating to VCT
2 and its directors 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 VCT 2 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 Grossart Limited, AGM Corporate Finance and Nabarro Wells & Co Limited are
acting exclusively for VCT 3, VCT and VCT 2, respectively, and for no one else
in connection with the matters described herein and will not be responsible to
anyone other than VCT 3, VCT and VCT 2, respectively, for providing the
protections afforded to clients of Noble Grossart Limited, AGM Corporate Finance
and Nabarro Wells & Co Limited nor for providing advice in relation to the
matters described herein.


Appendix I - Implementation of the Scheme and the Merger is conditional upon:

(a)   the approval of the Scheme by a majority in number representing at least
      three-fourths in value of the holders of VCT Shares and VCT 2 Shares
      present and voting either in person or by proxy at the Court convened
      meetings of holders of VCT Shares and VCT 2 Shares (other than any such
      shares owned by VCT 3);
(b)   the passing at extraordinary general meetings of VCT and VCT 2 of the
      special resolutions required to implement the Scheme and the associated
      reductions of capital and to approve the Transfer Agreement;
(c)   the passing at an extraordinary general meeting of VCT 3 of a resolution
      to approve the Merger and the Transfer Agreement, to authorise the
      allotment of New Shares pursuant to the Scheme, to increase the authorised
      share capital of VCT 3 and to authorise the buy-back of shares by VCT 3;
(d)   the admission to the Official List of the FSA of the New Shares becoming
      effective in accordance with the Listing Rules and the admission of such
      shares to the London Stock Exchange's market for listed securities
      becoming effective or (if VCT, VCT 2 and VCT 3 so determine and subject to
      the consent of the Panel on Takeovers and Mergers) the FSA agreeing or
      confirming its decision to admit such shares to the Official List and the
      London Stock Exchange agreeing or confirming its decision to admit such
      shares to trading subject only to (i) the allotment of such shares and/or
      (ii) the Scheme becoming unconditional in all respects;
(e)   the confirmation by each of VCT 3, VCT and VCT 2 on the day prior to the
      date on which the Scheme becomes effective Effective Date that it will
      take all measures necessary to effect the Merger in accordance with the
      Implementation Agreement;
(f)   tax clearances having been issued in relation to the Merger under section
      136 of the Taxation of Chargeable Gains Act 1992, Section 707 of the Taxes
      Act and Part 2 of Schedule 33 of the Finance Act 2002, as supplemented by
      the VCT Merger Regulations;
(g)   the following conditions being satisfied by 6.00 p.m. on the business day
      immediately preceding the date of the commencement of the hearing by the
      Court of the petition to sanction the Scheme and confirm the reduction of
      capital provided for by the Scheme:
(i)   no notice having been given or action taken by the HM Revenue & Customs
      which indicates that VCT or VCT 2 may not remain approved as a venture
      capital trust pursuant to Section 842 AA of the Taxes Act up to the time
      when the Scheme becomes effective, or that the Merger might cause VCT or
      VCT 2 to cease to be approved as a venture capital trust;
(ii)  no governmental authority, regulatory body, court or other person having
      instituted or threatened any action, proceedings or investigation, or
      enacted or proposed any statute, regulation or order, which would or might
      make implementation of the Scheme and the other steps involved in the
      Merger void or illegal, or restrict or prohibit the implementation of the
      Merger, or impose material additional conditions in relation to that
      implementation, or otherwise adversely affect in any material respect the
      business of VCT, VCT 2 or VCT 3;
(iii) there being no material pending or threatened litigation, arbitration
      proceedings, prosecution or other legal proceedings against VCT, VCT 2 or
      VCT 3;
(iv)  VCT or VCT 2 not having incurred any liability for or in the nature of
      borrowings, or any material contingent liability not reflected in its
      latest annual report and accounts or disclosed to VCT 3 in writing before
      the announcement of the Merger;
(v)   VCT 3 not having incurred any liability for or in the nature of
      borrowings, or any material contingent liability not reflected in its
      latest annual report and accounts or disclosed to VCT and VCT 2 in writing
      before the announcement of the Merger;
(vi)  except as publicly disclosed before the announcement of the Merger or
      contemplated by the Scheme, VCT or VCT 2 not having issued any ordinary
      shares or other securities or securities convertible into, or warrants or
      options to subscribe for, its ordinary shares or other securities, or
      entered into any commitment to do so, or made any material change in its
      investment policies other than as agreed between VCT, VCT 2 and VCT 3, or
      entered into any material agreement or commitment which is of a long term
      or unusual (by reference to VCT's or VCT 2's prior practice) nature or
      magnitude, other than agreements the existence of which has been disclosed
      in writing to VCT 3 before the announcement of the Merger;
(vii) except as publicly disclosed before the announcement of the Merger or
      contemplated by the Scheme or as described in this document, VCT 3 not
      having issued any shares or other securities or securities convertible
      into, or warrants or options to subscribe for, its shares or other
      securities, or entered into any commitment to do so, or made any material
      change in its investment policies other than as agreed between VCT, VCT 2
      and VCT 3, or entered into any material agreement or commitment which is
      of a long term or unusual (by reference to VCT 3's prior practice) nature
      or magnitude, other than agreements the existence of which has been
      disclosed in writing to VCT and VCT 2 before the announcement of the
      Merger; and
(h)   the sanction by the Court of the Scheme and confirmation of the reduction
      of capital provided for therein by the Court (with or without notification
      agreed to by VCT, VCT 2 and VCT 3) and the delivery of an office copy of
      the order of the Court in relation to the Scheme to the Registrar of
      Companies in England and Wales and, in respect of the reduction of capital
      provided for by the Scheme, the registration of the order of the Court by
      the Registrar of Companies of England and Wales.

Any of the conditions in paragraphs (f) and (g) above may be waived by VCT, VCT
2 and VCT 3 jointly (or, where appropriate, by the party for whose benefit the
relevant condition exists), in whole or in part. The Scheme will only become
effective if all conditions are satisfied and/or waived (as the case may be).

Appendix II - Background information on the New Board

Patrick Crosthwaite, aged 62, will be appointed as Chairman of the Enlarged
Company. He was Managing Director of Henderson Crosthwaite Limited, a private
client fund management and broking business, from 1989 to 1999. Subsequently he
served as a director of Carr Shepherds Crosthwaite (part of the Investec Group)
where he was responsible for four regional offices, along with UK and Irish
investment companies. He served as Chairman of Investec Bank's underwriting
committee from 2000 until 2002 and was the director responsible for Investment
Process and Research at Gerrard Limited from 2003 to 2004. From 1997 to 2001 he
was a director of the London Stock Exchange Private Investors Advisory Committee
and a member of the Authorisation Committee and Individual Registration Panel at
the Securities and Futures Authority from 1996 to 2001. He is currently a
governor of Tonbridge School and chairman of the School's finance committee.
Andrew Cubie, aged 59, is a consultant to Fyfe Ireland solicitors, having been a
senior partner until April 2003. He has extensive experience of corporate law
and investment, particularly in the private company sector. He is a
non-executive director of BLAS Limited, ESPC (UK) Limited and Kinloch Anderson
Limited. He was Chairman of CBI Scotland from 1995 to 1997. He is Chairman of
Quality Scotland Foundation and Scotland's Health at Work. He is Chairman of the
Court of Napier University and the author of the Cubie Report in respect of
student funding in Scotland. In 2001 he was awarded a CBE for services to
business and education in Scotland.
Rachel Beagles, aged 37, has gained a wide experience of investment and finance
in the City where she was Co-Head of the Pan-European Banks Equity Research and
Sales Team and a Managing Director of Corporate and Investment Bank Group
Division at Deutsche Bank AG. She is a trustee of Business and Education in
London South and a board member of Newlon Housing Trust.
Virkram Lall, aged 58, was a corporate finance director of Brewin Dolphin until
December 2003. He specialises in financial advice and capital raising for small
and medium sized companies. He is a non-executive director of a number of
companies including Brewin Dolphin Holdings, ISIS Property Trust, Murray VCT PLC
and Murray VCT 2 PLC, and Chairman of the Scottish Industrial Development
Advisory Board. In 2005 he was awarded the CBE for services to business in
Scotland.
Geoffrey Vero, aged 58, has spent much of his career in venture capital, serving
as a director of Causeway Capital Limited and ABN Amro Private Equity (UK) Ltd
which invested in small and medium sized unquoted businesses. He is a
non-executive director of Numis Corporation plc, Akers Biosciences, Inc, EPIC
Reconstruction plc, Westcane Limited and Govern Finance Limited.
Following implementation of the Merger, the New Board will be responsible for
monitoring the Enlarged Company's investment objective and policy, including the
review of investment activity and performance.
There are no existing or proposed service contracts between any of the directors
and VCT 3 or the proposed directors and the Enlarged Company. Each of the
proposed directors will enter into a letter of appointment with the Enlarged
Company under the terms of which they will be entitled to an aggregate annual
remuneration of £83,500 or such higher amount as the Enlarged Company may from
time to time determine.



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