Chrysalis VCT PLC 01 March 2005 Not for release, distribution or publication, in whole or in part, in or into the United States, Canada, Australia or Japan 1 March 2005 Merger by way of recommended offers by Smith & Williamson Corporate Finance Limited on behalf of Chrysalis VCT plc ("Chrysalis") for each of Chrysalis A VCT plc ("Chrysalis A"), Chrysalis B VCT plc ("Chrysalis B") and Chrysalis C VCT plc ("Chrysalis C") (together the "Chrysalis Companies") Offers unconditional subject to Admission Chrysalis announces that all of the conditions to the Offers (other than the condition as to Admission of the New Chrysalis Shares) have now been satisfied or waived and that the Offers are unconditional in all respects save for Admission of the New Chrysalis Shares. It is expected that Admission will become effective and that dealings in the New Chrysalis Shares will commence on the London Stock Exchange on 2 March 2005. At the extraordinary general meeting of the Company held earlier today, the resolutions to approve the Offers, increase the Company's authorised share capital, grant the Directors authority to allot Chrysalis Shares and amend the Company's articles of association were duly passed. By 10.00 am today, valid acceptances had been received in respect of the following Chrysalis Companies Shares: 4,652,950 Chrysalis A Shares (representing 71.3 per cent. of Chrysalis A's issued ordinary share capital); 6,630,997 Chrysalis B Shares (representing 61.2 per cent. of Chrysalis B's issued ordinary share capital); and 7,063,823 Chrysalis C Shares (representing 66.9 per cent. of Chrysalis C's issued ordinary share capital). The Offers are unconditional as to acceptances and will remain open for acceptance until further notice. Chrysalis Companies Shareholders who have not yet accepted the Offers and who wish to do so should complete and return their forms of acceptance as soon as possible. Prior to making the Offers, Chrysalis had received irrevocable undertakings to accept the Offers from Chrysalis Companies Shareholders in respect of: 200,000 Chrysalis A Shares (representing approximately 3.1 per cent. of Chrysalis A's issued ordinary share capital); 70,000 Chrysalis B Shares (representing approximately 0.6 per cent. of Chrysalis B's issued ordinary share capital); and 71,750 Chrysalis C Shares (representing approximately 0.7 per cent. of Chrysalis C's issued ordinary share capital). Valid acceptances have been received in respect of all of such shares and these acceptances have been included in the acceptances referred to above. Prior to the Offers, 12,000 Chrysalis C Shares (representing approximately 0.1 per cent. of Chrysalis C's issued ordinary share capital) were held by a nominee company owned by Smith & Williamson Holdings Limited on behalf of a discretionary fund management client: a valid acceptance has been received in respect of all of such shares and this acceptance has been included in the acceptances referred to above. Save as set out herein, neither Chrysalis nor any person acting in concert with Chrysalis held any Chrysalis Companies Shares (or rights over Chrysalis Companies Shares) prior to the commencement of the offer period on 22 December 2004 and neither Chrysalis nor, so far as Chrysalis is aware, any person acting in concert with Chrysalis has acquired or agreed to acquire any Chrysalis Companies Shares since that date. Enquiries: Smith & Williamson Tel: 020 7637 5377 Dr A Basirov David Jones Terms used in this announcement shall have the same meaning as those in the Offer Document and Listing Particulars. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. The Offers are being made solely by the Offer Document and the Forms of Acceptance, which contain the full terms and conditions of the Offers, including details of how the Offers may be accepted. Smith & Williamson Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chrysalis VCT plc and no one else in connection with the Offers and will not be responsible to anyone other than Chrysalis VCT plc for providing the protections afforded to customers of Smith & Williamson Corporate Finance Limited nor for providing advice in relation to the Offers or any other matter referred to herein. The Offers are not being made, directly or indirectly, in or into the United States, Canada, Australia or Japan and the Offer Document and the Forms of Acceptance are not being, and should not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia or Japan or any other jurisdiction if, in the latter case, to do so would constitute a violation of the relevant laws in such jurisdiction. The New Chrysalis Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under any relevant securities laws of any state or jurisdiction of the United States, Canada, Australia or Japan and no regulatory clearances in respect of the New Chrysalis Shares have been, or will be, applied for in any jurisdiction. Accordingly, unless an exemption under the United States Securities Act of 1933 (as amended) or other relevant securities laws is applicable, the New Chrysalis Shares will not be, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan or to, or for the account or benefit of, any United States person or person resident in Canada, Australia or Japan. This information is provided by RNS The company news service from the London Stock Exchange