Statement re Offer for subscription

12 January 2023

NORTHERN 3 VCT PLC

OFFER FOR SUBSCRIPTION

Northern 3 VCT PLC (“the Company”) announces that, in conjunction with Northern Venture Trust PLC and Northern 2 VCT PLC (together with the Company known as the “Northern VCTs”), it has published an offer document (the “Offer Document”) in relation to offers of new ordinary shares for subscription in the 2022/23 tax year (“the Offers”). The separate Offers seek to raise a total of £6 million for each of the Company, Northern Venture Trust PLC and Northern 2 VCT PLC (with a total fundraise of up to £18 million).

Applications for the new shares in the Company will be dealt with on a “first-come, first-served” basis. However, in recognition of the loyal shareholder following that the Northern VCTs enjoy, applications that are accepted under the Offers from existing shareholders for shares in the Company will benefit from a reduction of 0.5% in the offer costs applicable to their subscription, compared to the costs for new shareholders, provided they (or their spouse or civil partner) were on the register of members of any of the Northern VCTs as at close of business on 22 November 2022. The Offers will remain open until 12 noon on 31 March 2023, unless fully subscribed at an earlier date and subject to the directors’ right to close the Offers at any time.

Mercia Fund Management Limited (“Mercia”), the Northern VCTs’ investment manager and promoter, will, in respect of the services provided pursuant to the Offers, receive a fee of 2.5% of the gross proceeds of the Offers in respect of subscriptions received either direct or through a financial adviser; or 4.5% of the gross proceeds of the Offers for subscriptions received through an execution only platform or broker, in each case discounted by 0.5% for existing Northern VCT shareholders (or their spouse or civil partner), as noted above. Out of this fee, Mercia will pay all up-front costs associated with the Offers, including initial commissions payable to intermediaries.

The above arrangements, as they relate to each of the Northern VCTs, constitute smaller related party transactions within Listing Rule 11.1.10R.

The Offer Document, describing the key features of the Offers will be sent to registered shareholders, in accordance with their communication preferences, as soon as possible.

A downloadable version of the Offer Document is available from:

Enquiries:

Sarah Williams / James Sly, Mercia Fund Management Limited - 0330 223 1430

Website:

Neither the contents of the Mercia Asset Management PLC website, nor the contents of any website accessible from hyperlinks on the Mercia Asset Management PLC website (or any other website), are incorporated into, or form part of, this announcement.