New share offer

21 July 2014

Pembroke VCT plc

New share offer

Following the success of its first offer of Ordinary Shares, the Board of Pembroke VCT plc (the "Company") is pleased to announce proposals (the "Proposals") for a new B Ordinary Share issue of up to £25 million, with an over-allotment facility of up to £10 million. The B Ordinary Shares would be a separate class of share, distinct from the existing Ordinary Shares, and with distinct rights to a separate pool of assets and liabilities. It is expected that the new share offer will be available for subscription from September 2014, inviting investment in either or both of the 2014/15 and 2015/16 tax years.

The first offer was launched in February 2013 and closed for subscriptions in January 2014. Together with a subsequent top-up offer, the Company raised in excess of £18 million. To date the Company has committed £12.8 million to a diverse portfolio of 18 investments and expects to be fully invested later this year.

The Proposals are intended to benefit both existing Ordinary Shareholders and new B Ordinary Shareholders by ring-fencing the assets and liabilities relating to each share class which should avoid any dilution of the rights of the existing Ordinary Shareholders in respect of the existing invested portfolio.

Subscription for new B Ordinary Shares in the Company will provide the B Shareholders with access to a private equity type investment strategy, replicating the existing approach of the Company, whilst benefiting from the tax benefits available to investors in VCTs.

The Proposals are conditional on the approval of existing shareholders. The Company will, therefore, send a circular to shareholders which will set out full details of the Proposals and convene a general meeting to seek the necessary shareholder approvals. It is currently anticipated that the general meeting will be convened in September 2014 and as such it is expected that the circular will be dispatched to shareholders in August 2014.

For further information, please contact:

Pembroke VCT plc

+44 20 7766 6900

Peter Dubens / Andrew Wolfson

The City Partnership (UK) Limited, Company Secretary

0131 243 7210

Robin Smeaton

FTI Consulting

+44 20 7831 3113

Edward Bridges / Emily Hartman