Tender Offer

Murray VCT 3 PLC
12 January 2006


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.


12 January 2006

Murray VCT 3 PLC (the 'Company')
Merger Up-Date and Tender Offer

Merger

The Directors are pleased to announce that the High Court has today sanctioned
the Scheme of Arrangement for the merger of the Company, Murray VCT PLC and
Murray VCT 2 PLC. Under the terms of the Merger, the VCT FAV, the VCT 2 FAV and
the VCT 3 FAV have been calculated as at the close of business on 9 January 2006
and are as follows:

VCT FAV 29.3611p
VCT 2 FAV 35.1025p
VCT 3 FAV 41.2527p

Accordingly, under the terms of the Merger and conditional upon the Merger
becoming effective:

(i) The number of New Shares each VCT Shareholder will receive will be
calculated by dividing the VCT FAV by the VCT3 FAV and multiplying the resultant
fraction by the number of VCT shares held at 6.00 p.m. on 12 January 2006. VCT
Shareholders will therefore receive, in aggregate, 18,171,364 New Shares; and

(ii) The number of New Shares each VCT2 Shareholder will receive will be
calculated by dividing the VCT2 FAV by the VCT3 FAV and multiplying the
resultant fraction by the number of VCT2 shares held at 6.00 p.m. on 12 January
2006. VCT 2 Shareholders will therefore receive, in aggregate, 27,975,839 New
Shares.

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 of New
Shares.

The total number of New Shares to be listed on the Official List of the UKLA in
connection with the Merger is 46,147,203.

The Merger remains conditional on, inter alia, Admission, which is expected to
become effective on 13 January 2006. A further announcement will be made
tomorrow.

Tender Offer

For the purposes of the Tender Offer, the Tender Price per Share is 41.2527p.
3,702,781 Shares have today been purchased by the Company in connection with the
Tender Offer and are being held in treasury. Following the purchase of the
3,702,781 Shares, the total number of treasury shares held by the Company will
be 3,702,781. The issued share capital of the Company less the total number of
Shares held in treasury will be 36,249,889 Shares and, following admission of
the New Shares, will be 82,397,092 Shares.

The definitions set out on pages 6 to 9 of the Company's Circular dated 18
November 2005 shall, unless the context otherwise requires, bear the same
meanings in this announcement.

Enquiries

Patrick Reeve                                                   020 7422 7830
Emil Gigov                                                      020 7422 7830
Close Venture Management Limited

Todd Nugent                                                     0131 226 7011
Noble Grossart Limited, financial advisers to the Company

John West                                                       020 7920 3150
Clemmie Carr
Tavistock Communications

The directors of the Company accept responsibility for the information relating
to the Company 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 the Company 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 is acting exclusively for the Company and for no one else
in connection with the Merger and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of Noble Grossart
Limited nor for providing advice in relation to the Merger.



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