Ventus Vct 2 Regulatory News (VEN2)

Ventus 2 VCT plc

3 February 2012

Announcement of Share Offer and Tender Offer

The Directors of Ventus 2 VCT plc ("the Company") are pleased to announce the launch today of an offer of new ordinary shares of 25p each to raise up to £10,000,000 ("the Share Offer").   The Company is also launching today a tender offer to purchase up to 14,000,000 ordinary shares from existing ordinary shareholders ("the Tender Offer").   Ordinary shareholders should note that the pricing mechanisms for the Share Offer and the Tender Offer, as well as the number of ordinary shares being tendered for under the Tender Offer, have been amended from what was stated in the Company's RNS announcement dated 12 January 2012.

The Share Offer is for up to £10,000,000 of new ordinary shares at a price per ordinary share equal to the net asset value most recently announced to the London Stock Exchange immediately prior to the issue of ordinary shares (adjusted for any dividends paid subsequent to such announcement).   The Share Offer is open to existing ordinary shareholders of the Company as well as to new investors.  The Tender Offer, for up to 14,000,000 ordinary shares, enables an existing ordinary shareholder to sell his or her ordinary shares back to the Company at a price per ordinary share equal to the net asset value most recently announced to the London Stock Exchange at the time of purchase (adjusted for any dividends paid subsequent to such announcement), divided by 1.055 to allow for costs, rounded up the nearest tenth of a penny, subject to the ordinary shareholder applying the full proceeds of his or her ordinary share sale to subscribe for new ordinary shares under the Share Offer.  An ordinary shareholder who participates in the Tender Offer will be given additional ordinary shares in the Company equal to 3.5% of the amount subscribed with proceeds from the Tender Offer, such that the net issue costs borne by an existing ordinary shareholder who participates in the Share Offer and Tender Offer will be approximately 1.9%.  An ordinary shareholder participating in the Tender Offer will also be entitled to subscribe for new ordinary shares in addition to the new ordinary shares acquired with his or her proceeds from the Tender Offer, with such additional ordinary shares being priced at the Company's net asset value most recently announced to the London Stock Exchange immediately prior to the issue of ordinary shares (adjusted for any dividends paid subsequent to such announcement).

Ordinary shareholders who sell their ordinary shares back to the Company will be subscribing for new ordinary shares which will carry relief from income tax of up to 30%, but which will also carry the requirement to be held for five years from the date of subscription. Ordinary shareholders who sell the new ordinary shares earlier than this time (except in the event of death) will have to repay some or all of the 30% income tax relief.  Income tax relief on subscription is subject to an investor's personal circumstances and is limited to an amount which reduces the investor's income tax liability to nil.  The Company has obtained confirmation from HM Revenue & Customs that individuals who purchase ordinary shares in the Share Offer will, subject to their personal circumstances, be eligible for the 30% income tax relief on new ordinary shares, whether as new investors or as existing ordinary shareholders participating in the Tender Offer.   Existing ordinary shareholders who subscribed for ordinary shares in the Company's ordinary share top-up offer in 2009 should be aware that they would forfeit their income tax relief from the original purchase of the ordinary shares if they were to tender ordinary shares subscribed for in the 2009 top-up offer.  The Tender Offer is not applicable to the Company's "C" Shareholders.

Completed application forms under the Tender Offer may be submitted at any time until 1.00pm on 26 March 2012 by holders of ordinary shares on the record date of 19 March 2012.  Completed application forms under the Share Offer (to subscribe for ordinary shares other than with proceeds of ordinary shares sold under the Tender Offer) may be submitted at any time until 1.00pm on 3 April  2012.  Applications will not be accepted and new ordinary shares will not be allotted until the requisite resolutions to be proposed at a General Meeting of the Company to be held on 8 March 2012 are passed.  If applications under the Tender Offer exceed 14,000,000 ordinary shares, participating ordinary shareholders will be scaled back on a pro-rata basis.  Applications to participate in the Share Offer will be treated on a first come first, served basis, subject to availability after all applications pursuant to the Tender Offer have been satisfied.

The details of the Share Offer are set out in a prospectus published jointly with Ventus VCT plc.  The details of the Tender Offer are set out in a circular, published jointly with Ventus VCT plc, which sets out resolutions to be proposed at a general meeting of the Company to be held on 8 March 2012 to approve the Share Offer and Tender Offer, as well as a proposal to extend the life of the Company from 2014 and 2018.

The Share Offer prospectus and the Tender Offer circular, as well as the Share Offer and Tender Offer application forms, will be available until the Share Offer and Tender Offer close from:

The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF

RAM Capital Partners LLP, 74 Chancery Lane, London, WC2A 1AD

The Company's website at www.ventusvct.com

A copy of the Share Offer prospectus and Tender Offer circular will shortly be submitted to the National Storage Mechanism and will be available to the public for viewing online at the following web site address:

http://www.hemscott.com/nsm.do.

Enquiries should be directed to Doreen Nic at The City Partnership (UK) Limited on 0131 243 7215.