NEW SHARE BUYBACK POLICY, PROPOSED TENDER OFFER...

20 November 2009

NORTHERN 3 VCT PLC ("the company")

NEW SHARE BUYBACK POLICY, SHAREHOLDER  MEETING, PROPOSED TENDER
OFFER, PROPOSED SHARE ISSUE AND INTRODUCTION OF NEW DIVIDEND
INVESTMENT SCHEME

The company announces a new  share buyback policy, and announces  the
intention to write to shareholders in December 2009 to give notice of
a shareholder   meeting  to  be  held in  January  2010  to  consider
resolutions to  facilitate  the  following proposals  relating  to  a
proposed tender offer,  a share issue  to raise up  to £13.5  million
(before expenses), a  new dividend reinvestment  plan to replace  the
existing dividend investment scheme and the adoption of new  articles
of association.

Share buyback policy - normal market  purchases at a 15% discount  to
net asset value per share (NAV)

The company announces a new  buyback policy, which will be  effective
as from 25 November 2009, whereby  the company will endeavour to  buy
back its shares  in the market  at a  discount of 15%  to the  latest
published NAV,  subject  to the  conditions  mentioned below  and  to
market conditions.

The timing of any buyback will be at the discretion of the  company.
The conditions to any buyback effected under this policy are that the
company has the necessary  shareholder authority and the  acquisition
meets the price and other  conditions of that authority, the  company
has sufficient  distributable  reserves  at the  relevant  time,  the
company will continue to qualify  as a VCT following the  acquisition
and in relation to the acquisition will comply with the Listing Rules
(in particular in  relation to  the price  payable and  to times  the
company  is  prohibited  from  buying  its  own  shares)  and   other
applicable laws and regulations, and the company has sufficient  cash
to  settle   the  transaction   relative   to  its   projected   cash
requirements.

The Directors were given authority at the July 2009 AGM to acquire in
the market up to 2,893,903 shares (10% of the then issued shares) and
84,509 shares were  subsequently purchased  in the market  on 3  July
2009.  The remaining  authority continues  until the 2010  AGM or  30
September 2010 if earlier.  The authority specifies that the  maximum
price which can be paid for an ordinary share is 105% of the  average
market value for  the ordinary  shares of  the company  for the  five
business days before the purchase.

The most  recently  published  NAV  is 90.5p  per  share,  as  at  30
September 2009.  The average market value for the company's  ordinary
shares for  the five  business days  prior to  20 November  2009  was
64.4p.

Enhanced share buyback at  a 1% discount  to NAV by  way of a  tender
offer

The Directors propose that, subject to obtaining shareholder approval
at the January 2010 general meeting, a tender offer will then be made
to purchase up to 10% of the then issued share capital of the company
at a price representing  a discount of 1%  to the then published  NAV
adjusted for any declared but unpaid dividends.  It is expected  that
the tender offer will be made after the announcement of the NAV as at
31 December 2009.  The  tender offer will  give all shareholders  the
right to tender  up to 10%  of their  ordinary shares on  a pro  rata
basis and  the  opportunity  to  tender  more  than  their  pro  rata
entitlement  subject  to  the   take  up  of   the  offer  by   other
shareholders.  Cash arising on the sale of shares in the tender offer
will not be released to shareholders but will be applied in taking up
new shares in the proposed share issue referred to below.  The tender
offer will open at or about the same time as applications can be made
under the share issue but will close after 21 days, in early February
2010.

Shareholders who subscribed  for new ordinary  shares before 6  April
2006 will have an opportunity to  invest the net proceeds of  selling
those ordinary shares  in the  tender offer and  subscribing for  new
ordinary shares without losing the initial income tax relief  granted
in respect of  their initial subscription.   Shareholders who  tender
shares which were issued on or after 6 April 2006 under the  dividend
investment scheme will lose the income tax relief granted in  respect
of the initial subscription; shares issued  on or after 6 April  2006
must be held for five years from  the date of issue in order for  the
shareholder to  retain  the  initial income  tax  relief  granted  in
respect of the initial subscription.

Share issue to  raise up  to £13.5 million  - 30%  income tax  relief
available on subscriptions

The Directors propose that, subject to obtaining shareholder approval
at the January  2010 general  meeting, there  should be  an issue  of
ordinary shares  to raise  up to  £13.5 million  (before  expenses).
They  expect that a prospectus will be issued in January 2010.

Applications for the new  shares will be considered  on a first  come
first served basis subject  to the Directors' discretion.   Investors
will be allowed to make applications for shares in either or both  of
the 2009/10 and the 2010/11 tax  years.  The share issue will  remain
open until the  tender offer  closes in  early February  2010 in  any
event  and  will  close  at  any  time  thereafter  when   sufficient
subscription applications have  been received  so as  to raise  £13.5
million, subject to the Directors' right to close the share issue  at
any time.   If, on  the  closing of  the tender  offer,  subscription
applications have  been  received so  as  to raise  more  than  £13.5
million, the Directors  will consider  extending the  share issue  to
allow all received applications to be accepted.

To encourage early applications an "early bird" incentive  equivalent
to 2% of the issue price will be given to applicants who apply within
a given  timeframe  and  satisfy  the company  that  they,  or  their
spouses, are shareholders of the company or of Northern Venture Trust
PLC, Northern 2 VCT PLC or Northern AIM VCT PLC.

The new shares will be issued at a premium to the then last published
NAV to allow  for issue costs  of 5.5%  of the amount  raised and  to
avoid any material dilution in the NAV attributable to each  existing
share when the new shares are issued.

Dividend investment scheme - new plan and discontinuance of  existing
scheme

The Directors  have decided  that a  new dividend  reinvestment  plan
should  be  introduced  in  2010  and  that  the  existing   dividend
investment scheme will be  withdrawn immediately following the  issue
of shares  in relation  to the  interim  dividend to  be paid  on  15
January 2010.  It is expected that the new plan will operate first in
relation to the final dividend  for the current financial year  which
normally would  be paid  in July  2010.  The  new plan  will rely  on
market purchases of shares and not on the subscription of new  shares
as under the  existing scheme.   On the  basis of  current law,  plan
participants will not  qualify for  income tax relief  on the  amount
applied in acquiring  new shares  and so will  not have  to hold  the
shares  for  the  five  year  qualifying  period  applicable  to  new
subscriptions.

The Directors expect that  the adoption of the  new plan may help  to
stimulate the  secondary market  in  the company's  shares.   Further
information on  the  new scheme  and  how to  join  will be  sent  to
shareholders in December 2009.


Enquiries:

Alastair Conn/Christopher Mellor, NVM  Private Equity Limited -  0191
244 6000
Website:  www.nvm.co.uk

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