Chrysalis VCT PLC 02 March 2005 Not for release, distribution or publication, in whole or in part, in or into the United States, Canada, Australia or Japan 2 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 declared unconditional in all respects Chrysalis announces that, following Admission becoming effective earlier today, the Offers are unconditional in all respects. Consideration payable under the Offers will be paid (in the manner set out in the Offer Document) by 16 March 2005 to those Chrysalis Companies Shareholders in respect of whom valid acceptances have been received by today. Consideration in respect of valid acceptances of the Offers received after today will be paid to accepting Chrysalis Companies Shareholders within 14 days of such receipt. The Special Dividends described in the Offer Document will be paid on 16 March 2005 to Chrysalis Companies Shareholders on the Chrysalis Companies' registers of members at the close of business on 1 March 2005 (the record date). As a result of the Offers being declared unconditional in all respects, applications will be made to the UKLA for the cancellation of the listing of Chrysalis Companies Shares on the Official List and to the London Stock Exchange for the cancellation of trading of Chrysalis Companies Shares on its market for listed securities. It is expected that such cancellations will take effect from 28 April 2005. 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