REG-Publication of Prospectus

Northern 3 VCTAnnouncement

Wed 15:00

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17 SEPTEMBER 2025

NORTHERN 3 VCT PLC

PUBLICATION OF A PROSPECTUS

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” or “the Companies”), it has published a
prospectus (“the Prospectus”) in relation to offers of new ordinary shares
for subscription in the 2025/26 tax year (“the Offers”). The Offers seek
to raise a total of £14 million for each of the Company and Northern Venture
Trust PLC and £7 million for Northern 2 VCT PLC, with over-allotment
facilities to raise a further £6 million for each of the Company and Northern
Venture Trust PLC and a further £3 million for Northern 2 VCT PLC.

The Offers will open to applications at 8:00am on 24 September 2025 and
applications for new shares in the Company will be dealt with on a
“first-come, first-served” basis. In recognition of the loyalty of the
Northern VCT shareholders, existing shareholders on the register of members of
any of the Northern VCTs as at 16 June 2025, along with their spouse or civil
partner, whose applications for shares in any of the Northern VCTs are
accepted, will benefit from a reduction of 0.5% in the offer costs applicable
to their subscription. The Offers will remain open until 12 noon on 31 March
2026, unless fully subscribed at an earlier date and subject to the
Directors’ right to close the Offers at any time. There will be a first
allotment on 25 November 2025 and to be allocated shares in the first
allotment, funded applications must be received by close of business 19
November 2025.

Pursuant to an offer agreement between Mercia Fund Management Limited
(“Mercia”), the Northern VCTs’ investment adviser/manager and promoter,
the Northern VCTs and others, Mercia will, in respect of the services provided
in connection to the Offers, receive up to a maximum of 5.5% (or 3.0% where no
commission is payable) of the aggregate amounts of the subscription monies as
received by the Northern VCTs pursuant to the Offers (the “Promoter's
Fee”) together with an annual commission of 0.4% for five years of the gross
funds subscribed under the Offers in respect of which trail commission is
payable (“Commission”) (the Promoter's Fee and the Commission together,
the “Fee”). Pursuant to the offer agreement, Mercia agrees that it will
pay all costs, charges, fees and expenses payable by the Northern VCTs or
Mercia in connection with, or incidental to, the Offers and the admission of
the ordinary shares of the Northern VCTs issued pursuant to the Offers.

Mercia, as the investment manager of the Company, is a related party of the
Company under UK Listing Rule 11.5.3R, and the arrangements to pay such fees
to Mercia (as they relate to each of the Northern VCTs) constitutes a relevant
related party transaction of the Company of an adequate size under UK Listing
Rule 11.5.6R for UK Listing Rule 8.2.1R to apply. The board of the Company
believes that the transaction is fair and reasonable as far as the
shareholders of the Company are concerned and have been provided with written
confirmation of this by Howard Kennedy Corporate Services LLP as sponsor to
the Company.

A downloadable version of the Prospectus relating to the Offers is available
from: www.mercia.co.uk/vcts. Additionally, a copy is available free of charge,
from the Company’s registered office at Forward House, 17 High Street,
Henley-in-Arden B95 5AA or by calling Mercia on 0330 223 1430. In accordance
with the UK Listing Rules, the Prospectus has been submitted to the National
Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The investment brochure describing the key features of the Offers has been
sent to registered shareholders in accordance with their communication
preferences, and is also available from: www.mercia.co.uk/vcts.

Enquiries:

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

Website: www.mercia.co.uk/vcts

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