Tender Offer

Second Advance Value Realisation Co
02 June 2004

2 June 2004


                Second Advance Value Realisation Company Limited

                             Proposed Tender Offer
                    Authority to repurchase Ordinary Shares
                                Interim Dividend

Further to the announcement of 17 May 2004, the Company today announces details
of a Tender Offer by Marshall Securities Limited, changes to management fees and
authority to repurchase its own Ordinary Shares. The Company also announces an
interim dividend of 7p per Ordinary Share.

• The Tender Offer, assuming take-up in full by Shareholders, will
return between £8.0 million and £10.0 million of cash to Shareholders. At
current values the Tender Offer, if approved, will provide Shareholders with an
opportunity to realise at least 40 per cent. of their shareholding at net asset
value less the costs of the Tender Offer.

• The proposed changes to the management fees payable by the Company
to the Manager will reduce the basic fees and incentivise the Manager to
complete the realisation of the portfolio by 30 June 2005.

• The Company is also seeking authority to repurchase through market
purchases a further 14.99 per cent. of the Ordinary Shares in issue following
the Tender Offer.

• The Board has today declared an interim dividend of 7p per Ordinary
Share for the period ended 31 March 2004. This dividend will be payable on 12
July 2004 on all Ordinary Shares in issue on 11 June 2004, including Ordinary
Shares tendered in the Tender Offer.

A circular describing the proposals convening an extraordinary general meeting
of the Company to approve the Tender Offer and the authority to repurchase
Ordinary Shares is being despatched to Shareholders.

For further information please contact:

Progressive Value Management Limited                             020 7253 9104
Simon Toynbee/Robert Legget

Marshall Securities Limited                                      020 7490 3788
Gary Pinkerton/John Webb

Marshall Securities Limited, which is regulated by the Financial Services
Authority, is acting for the Company and for no one else in connection with the
Tender Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Marshall Securities Limited or
for providing advice in relation to the Tender Offer.

2 June 2004


        Second Advance Value Realisation Company Limited (the 'Company')

                             Proposed Tender Offer
                    Authority to repurchase Ordinary Shares
                                Interim Dividend

Following the preliminary announcement on 17 May 2004, the Board today announces
a Tender Offer which, assuming take-up in full by Shareholders, will return
between £8.0 million and £10.0 million of cash to Shareholders. At current
values the Tender Offer, if approved, will provide Shareholders with an
opportunity to realise at least 40 per cent. of their holding of Ordinary Shares
at net asset value less the costs of the Tender Offer. Shareholders may offer
any number or all of their Ordinary Shares for purchase in the Tender Offer,
subject to scaling back depending on the level of tenders received from other
Shareholders.

The Board also announces proposed changes to the management fees payable by the
Company to the Manager. These changes follow an initiative from the Manager in
order to reflect the current portfolio composition and anticipated realisation
profile. If the Tender Offer is implemented, the changes would reduce the basic
management fee and provide for an early termination fee to incentivise the
Manager to liquidate the portfolio by 30 June 2005. The Board is also seeking
authority to repurchase through market purchases a further 14.99 per cent. of
the Ordinary Shares in issue following completion or lapse of the Tender Offer.

The Board has today declared an interim dividend of 7p per Ordinary Share for
the period ended 31 March 2004. This dividend will be payable on 12 July 2004 on
all Ordinary Shares in issue on 11 June 2004, including Ordinary Shares tendered
in the Tender Offer. Shareholders will retain the right to the dividend on
Ordinary Shares accepted in the tender.

A circular describing the proposals convening an extraordinary general meeting
of the Company to be held on 23 June 2004 (the 'Extraordinary General Meeting')
to approve the Tender Offer and the authority to repurchase Ordinary Shares is
being despatched to Shareholders.

Background to and reasons for the proposals

The Company was launched in April 2003 acquiring a portfolio of listed
securities with an initial market value of £45.8 million in exchange for the
issue of Ordinary Shares and redeemable preference shares. The Company's
investment objective is to create value and liquidity for shareholders.
Realisation of the portfolio was initially anticipated to take place over a
three year period but, in light of the progress made to date in creating value,
PVML now expects to liquidate the entire portfolio during the course of the next
calendar year.

Since launch the Company has realised £48.7 million from the sale of
investments. As a result of the successful management of the portfolio, the net
asset value per Ordinary Share at 28 May 2004 was 203.7p and the Company had net
assets of £20.3 million. The announcement of 17 May 2004 stated that at least
£7.5 million would be available for return to Shareholders through the Tender
Offer. The Company had cash and cash equivalents of £9.0 million at 28 May 2004.
Based on that amount the Board has set a minimum amount available for the Tender
Offer of £8.0 million. This amount will be increased to reflect the realisation
proceeds generated in the period up to the close of the Tender Offer up to an
aggregate maximum of £10.0 million.

The Tender Offer, if approved, will permit the return of a significantly greater
amount of cash to Shareholders over a shorter period than the use of other share
purchase procedures. As the Company moves closer to the achievement of its
objective, the Board believes that it is appropriate that all Shareholders
should be given the opportunity to realise a proportion of their investment at a
price close to the net asset value per share. The Board believes that this is
best achieved by a tender offer where all Shareholders may tender the same
proportion of their Ordinary Shares at the same time and for the same price per
Ordinary Share.

The Board believes that, given the success of the Manager to date in realising
the Company's portfolio to date, and the current composition of the Company's
portfolio, it is appropriate to amend the Management Agreement to reduce the
basic management fee and to provide that the Manager should be paid an early
termination fee in the event that a liquidator is appointed or the approval by
Shareholders of a final exit strategy by 30 June 2005. This is more than a year
earlier than the originally anticipated termination date of the 2006 annual
general meeting of the Company. The Board believes that this restructuring of
the management fee should assist in, and promote, a speedy return of cash to
Shareholders and will provide a net saving of management fees.

The Board is seeking a further authority to make market purchases of Ordinary
Shares up to 14.99 per cent of the Ordinary Shares in issue following completion
or lapse of the Tender Offer in order that the Company may make further
repurchases of Ordinary Shares from the proceeds of portfolio investments
realised following the Tender Offer.

The Tender Offer

The key points of the Tender Offer are as follows:

• between £8.0 million and £10.0 million will be available to
purchase Ordinary Shares pursuant to the Tender Offer (the 'Repurchase Monies').
The exact amount available will depend on the extent that additional realisation
proceeds are generated in the period up to the close of the Tender Offer;

• Ordinary Shares will be acquired at the Tender Price, being the
unaudited net asset value per Ordinary Share as at 23 June 2004 (the
'Calculation Date'), adjusted for the costs and expenses of the Tender Offer;

• Shareholders will be entitled to have a percentage of their
shareholdings purchased pursuant to the Tender Offer ('their Basic
Entitlement');

• Shareholders may tender additional Ordinary Shares for purchase to
the extent that not all Shareholders tender their entire Basic Entitlements.
Such excess tenders will be satisfied pro rata in proportion to the amount
tendered by each such Shareholder in excess of his Basic Entitlement to the
extent that Repurchase Monies are available because not all Shareholders have
tendered their respective Basic Entitlement;

• the percentage of Ordinary Shares which will comprise each
Shareholder's Basic Entitlement will depend upon the amount of the available
Repurchase Monies and the Net Asset Value per Ordinary Share as at the
Calculation Date;

• the Tender Offer is conditional, inter alia, on the Company
receiving valid tenders in respect of no less than 1 per cent. of the Ordinary
Shares in issue; and

• the repurchase of Ordinary Shares by the Company following the
Tender Offer requires approval by Shareholders at the Extraordinary General
Meeting.

A summary of the calculation of the Tender Price and the Basic Entitlement is
set out below.

Assuming that the amount available as Repurchase Monies is £8.0 million, if the
calculations of the Tender Price and the Basic Entitlement for the Tender Offer
had been effected as at 28 May 2004 the Tender Price would have been 199.6p and
the Basic Entitlement would have been equal to approximately 42 per cent. of
each Shareholders' shareholding. These figures are for illustrative purposes
only and should not be taken as a guide to the actual Tender Price and Basic
Entitlement.

Shareholders (other than certain Overseas Shareholders) are being invited by
Marshall to tender Ordinary Shares to Marshall who will, as principal, purchase
Ordinary Shares tendered at the Tender Price and then sell them to the Company
at the same price by way of an on-market transaction on the terms of the
Repurchase Agreement. Those Ordinary Shares which the Company acquires from
Marshall will be cancelled on acquisition. All transactions will be carried out
on the London Stock Exchange.

The Tender Price payable to Shareholders in respect of each Ordinary Share
repurchased under the Tender Offer will be derived from the unaudited Net Asset
Value of the Company and the corresponding Net Asset Value per Ordinary Share as
at the Calculation Date in accordance with the formula set out in the Circular.
The Net Asset Value will include a provision for the termination fee described
below. Adjustments to the Net Asset Value as at the Calculation Date will be
made to reflect the costs and expenses of the Tender Offer which in total are
anticipated to be approximately £70,000 inclusive of VAT.

The Basic Entitlement of each Shareholder will be calculated on the Calculation
Date by determining the percentage of the aggregate number of Ordinary Shares in
issue on the Tender Offer record date that may be purchased at the Tender Price
if the Repurchase Monies are utilised in full. Each Shareholder's Basic
Entitlement will be rounded down to the nearest whole number of shares.

The amount of the Repurchase Monies, the Tender Price and the Basic Entitlement
expressed as a percentage will be calculated on, and as at, the Calculation
Date, and will be announced as soon as practicable after their determination,
which the Directors expect to be on 24 June 2004.

The maximum price under the Tender Offer will be the Tender Price and the
minimum price will be 1p per Ordinary Share.

The Tender Offer is not being made directly or indirectly in into or from the
United States, Canada, Australia or Japan. Any Shareholder who is unable to give
the warranties set out in the Circular will be deemed not to have tendered their
Ordinary Shares pursuant to the Tender Offer.

David Kempton and Robert Norbury, who are directors of the Company, hold 30,000
Ordinary Shares and 20,000 Ordinary Shares respectively and they will both be
tendering their full Basic Entitlement pursuant to the Tender Offer.

Amendment to the Management Agreement

The Board and the Manager have entered into (conditional on Shareholders
approving the Tender Offer) the Amended Management Agreement so as to:

(a)          reduce the basic monthly management fee from 1.0 per cent. per
annum to 0.5 per cent. per annum with effect from the passing of the resolution
to approve the repurchase of Ordinary Shares by the Company following the Tender
Offer. The basic monthly management fee is calculated on the aggregate value of
Ordinary Shares and redeemable preference shares issued by the Company on its
launch in 2003; and

(b)          provide for an early termination fee (which will be accrued from
the passing of the resolution) of £285,000 plus VAT to be payable prior to the
appointment of a liquidator or implementation of an equivalent final exit
strategy, provided such occurs by 30 June 2005.

The effect of these amendments will be to reduce total fees payable under the
Management Agreement and to incentivise the Manager to complete the realisation
of the portfolio by 30 June 2005. If this objective is met the amount of the
management fee saving will be marginal, but if this realisation target is not
achieved the saving will be approximately £290,000 plus VAT.

In the unlikely event that the Company continues beyond 30 September 2005, the
Board and the Manager have agreed that the basic monthly fee should be further
reduced (although the rate of such reduced fee has not been determined) and that
the Management Agreement including the amendments thereto would be terminable by
the Company giving seven days' notice.

Authority to repurchase Ordinary Shares

The Directors are seeking the approval of Shareholders to make market purchases
of up to 14.99 per cent. of the Ordinary Shares in issue immediately following
the completion or lapsing of the Tender Offer.

If the authority is granted, the Directors' intend, following the completion or
lapsing of the Tender Offer, to continue returning capital to Shareholders by
purchasing Ordinary Shares in the market, at a discount to net asset value for
cancellation. This authority is separate from, and additional to, the authority
to implement repurchases of Ordinary Shares by the Company as a result of the
Tender Offer. The authority to purchase Ordinary Shares is subject to approval
by Shareholders.

Results for the period ended 31 March 2004, Prospects, and Interim Dividend

The Company expects to publish its preliminary results for the period ended 31
March 2004 on 24 June 2004.

The Board believes that the financial and trading prospects for the Company,
given the rate of realisation of the portfolio to date, are favourable and that
the entire portfolio ought to be realised, and the liquidators appointed to the
Company or the approval by Shareholders of a final exit strategy, in advance of
the three year timetable contemplated on launch of the Company.

In order that all Ordinary Shares, including those tendered, will receive a
dividend for the period ended 31 March 2004 the Board has today declared an
Interim Dividend of 7p per Ordinary Share payable to Shareholders on the
register on 11 June 2004. Accordingly, all Shareholders on the register on that
date will be entitled to the Interim Dividend on their entire holding of
Ordinary Shares regardless of whether they tender all or some of those shares in
the Tender Offer. The Board does not anticipate that the Company will propose a
final dividend for the period ended 31 March 2004.

Extraordinary General Meeting

An Extraordinary General Meeting has been convened for 10.00 a.m. on 23 June
2004 to approve the Tender Offer and the authority to make market purchases.

Expected timetable of events
                                                                            2004
Record date for Interim Dividend                                    the close of
                                                                     business on 
                                                                         11 June

Latest time and date for receipt of Forms of Proxy for             10.00 a.m. on
the EGM                                                                  21 June


Latest time and date for receipt of Tender Forms                 3.00 p.m. on 21
                                                                            June

Record date for Tender Offer                                        the close of
                                                                  business on 21
                                                                            June

Extraordinary General Meeting                                      10.00 a.m. on
                                                                         23 June

Calculation of Repurchase Monies, Tender Price and                  the close of
Basic Entitlement                                                 business on 23
                                                                            June


Announcement of result of Tender Offer, amount of                        24 June
Repurchase Monies, Tender Price and Basic
Entitlement

Purchase of Ordinary Shares under the Tender Offer                       24 June

CREST accounts credited with Tender Offer                                29 June
consideration and any unsold uncertificated Ordinary
Shares

Despatch of cheques for Tender Offer consideration in                    29 June
respect of certificated Ordinary Shares sold under the
Tender Offer

Despatch of balance certificates in respect of any                    by 29 June
unsold certificated Ordinary Shares

Payment of Interim Dividend                                              12 July


If any of the above items and/or dates change, the revised times and/or dates
will be notified to Shareholders by announcement through a Regulatory
Information Service.

Marshall Securities Limited, which is regulated by the Financial Services
Authority, is acting for the Company and for no one else in connection with the
Tender Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Marshall Securities Limited or
for providing advice in relation to the Tender Offer.


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