Announcements

Northern 3 VCT PLC.




TIDMNTN

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 GBP13.5 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 GBP13.5 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 GBP13.5 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 GBP13.5
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 GBP13.5
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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This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.


(END) Dow Jones Newswires



November 20, 2009 11:13 ET (16:13 GMT)