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Downing Planned Exit VCT 3 PLC : Downing Planned Exit VCT 3 PLC : Final Results

   Downing Planned Exit VCT 3 PLC : Downing Planned Exit VCT 3 PLC : Final
                                   Results

DOWNING PLANNED EXIT VCT 3 PLC
FINAL RESULTS FOR THE YEAR ENDED 31 JANUARY 2013

FINANCIAL SUMMARY

                                         31 Jan 2013  31 Jan 2012
                                                Pence         Pence
'C' Share pool
Net asset value per 'C' Share                    94.7          91.5
Net asset value per 'A' Share                     0.1           0.1
Cumulative distributions per 'C' Share           17.5          12.5
Total return per 'C' Share and 'A' Share        112.3         104.1
'D' Share pool
Net asset value per 'D' Share                    79.7          83.3
Net asset value per 'E' Share                     0.1           0.1
Cumulative distributions per 'D' Share           12.5           7.5
Total return per 'D' Share and 'E' Share         92.3          90.9
'F' Share pool
Net asset value per 'F' Share                    88.5           n/a
Cumulative distributions per 'F' Share            5.0           n/a
Total return per 'F' Share                       93.5           n/a

CHAIRMAN'S STATEMENT

Introduction
I am pleased to present the Annual Report for the year ended 31 January  2013. 
The Company has continued to increase in size over the year, with a successful
'F' Share  fundraising. Although  a  small number  of investments  have  faced 
difficulties, generally investment performance has been satisfactory over  the 
year.

Fundraisings and company structure
The original 'F'  Share offer for  subscription launched in  October 2011  and 
closed on 28 September 2012.  This was followed by  an 'F' Share top-up  offer 
that closed in December  2013. In total, the  offers raised gross proceeds  of 
£10.8 million for the 'F' Share class.

With the Company's Ordinary Shares having been cancelled in August 2012 (after
returning all their funds  to Shareholders) the Company  now has three  active 
share pools; 'C'  Shares (and 'A'  Shares), 'D' Shares  (and 'E' Shares),  'F' 
Shares.

'C' Share pool
The Company's 'C'  Shares were  originally issued in  2008 and  2009. The  'C' 
Share pool  is  effectively  fully  invested  and  holds  a  portfolio  of  19 
investments, of which 14 are VCT qualifying or part qualifying.

At 31 January 2013, the NAV of a combined holding of one 'C' Share and one 'A'
Share stood  at 94.8p,  an increase  of 9%  over the  year after  adding  back 
dividends of 5p paid in the year. 'C' Share dividends paid to date total 17.5p
such that total return (NAV plus cumulative dividends to date) is now 112.3p

In line with the intention set out  in the 'C' Share prospectus, the Board  is 
proposing to pay a  final dividend of 2.5p  per 'C' Share on  19 July 2013  to 
Shareholders on the register at the close of business on 28 June 2013.

A detailed  review  of the  'C'  Share pool  is  presented in  the  Investment 
Manager's report and Review of Investments.

'D' Share pool
The 'D' Shares were originally issued in 2010. The 'D' Share pool is now  also 
effectively fully invested and holds a  portfolio of 20 investments, of  which 
17 are qualifying or partially qualifying.

At 31 January 2013, the NAV of a combined holding of one 'D' Share and one 'E'
Share stood at  79.8p, an increase  of 1.8%  over the year  after adding  back 
dividends of 5p per share paid in  the year. 'D' Share dividends paid to  date 
total 12.5p such that total return (NAV plus cumulative dividends to date)  is 
now 92.3p.

In line with the intention set out  in the 'D' Share prospectus, the Board  is 
proposing to pay a  final dividend of 2.5p  per 'D' Share on  19 July 2013  to 
Shareholders on the register at the close of business on 28 June 2013.

A detailed  review  of the  'D'  Share pool  is  presented in  the  Investment 
Manager's report and Review of Investments.

'F' Share pool
The 'F' Share  pool was launched  in 2012  and the Manager  has been  actively 
investing its fund over its initial period. At 31 January 2013, the pool  held 
eight VCT qualifying investments and  a further 9 non-qualifying  investments, 
most of which are in the form of secured loans.

At 31 January 2013, the 'F' Share NAV stood at 88.5p, which represents a small
decrease over the initial period after  adjusting for the dividends of 5p  per 
share paid in the year. Total  Return (NAV plus cumulative dividends to  date) 
is now 93.5p.

In line with the intention set out  in the 'F' Share prospectus, the Board  is 
proposing to pay a  final dividend of 2.5p  per 'F' Share on  19 July 2013  to 
Shareholders on the register at the close of business on 28 June 2013.

A detailed  review  of the  'F'  Share pool  is  presented in  the  Investment 
Manager's report and Review of Investments.

Share buybacks
The Company has a general policy of buying in its own shares for  cancellation 
when any become available in the market.  The current policy is to buy in  'C' 
Shares, 'A' Shares, 'D' Shares or  'E' Shares at approximately a 10%  discount 
to the latest published NAV of those share classes. In respect of the new  'F' 
Shares, in  the  initial  years  after  issue,  any  such  purchases  will  be 
undertaken at  a  price  equal  to  the latest  published  NAV  (i.e.  at  nil 
discount). All  buybacks  are subject  to  regulatory restrictions  and  other 
factors such as availability of liquid funds.

During the year, the  Company repurchased 15,050 'C'  Shares for an  aggregate 
consideration of £12,267 being an average  price of 81.5p per share and  which 
represented 0.2% of the Company's issued 'C' Share capital. 10,000 'A'  Shares 
were repurchased for an aggregate consideration of £10 being an average  price 
of 0.1p per share and which represented 0.1% of the Company's issued 'A' Share
capital. These shares were subsequently  cancelled. No 'D' Shares, 'E'  Shares 
or 'F' Shares were repurchased during the year.

Annual General Meeting and Share Class Meetings
The Company's eighth Annual General Meeting will be held at 10 Lower Grosvenor
Place, London SW1W 0EN at 11:05 a.m. on 5 July 2013.

On item of special  business will be  proposed at the  AGM in connection  with 
authority for the Company to buy back shares as described above.

Outlook
The Company has three  share pools, each  of them are  at different stages  in 
their life. In respect of the 'C' Share pool and, to a lesser extent, the  'D' 
Share pool, during the current year the Manager will be starting to look ahead
to potential  exit plans  for  the investments,  while continuing  to  closely 
monitor the portfolio companies to ensure  that they stay on track to  deliver 
full value.

The current year  will see  the process of  building the  'F' Share  portfolio 
continue. The Manager  reports that it  is continuing  to see a  good flow  of 
investment opportunities  which  should  allow  the  share  pools  to  develop 
portfolios which have the  potential to deliver the  targeted returns. I  look 
forward  to  reporting  progress  to  Shareholders  in  my  report  with   the 
Half-Yearly Statement to 31 July 2013.

Hugh Gillespie
Chairman

INVESTMENT MANAGER'S REPORT- 'C' SHARE POOL

Introduction
The 'C'  Share  pool  holds investments  in  19  companies and  is  now  fully 
invested. Further investment activity is  likely to be limited to  reinvesting 
proceeds from divestments when short term investment opportunities arise.  The 
'C' Share portfolio has continued to perform well and this has been  reflected 
in a healthy increase in net asset value over the year.

Net asset value and results
At 31 January 2013, the 'C' Share NAV stood at 94.7p and the 'A' Share NAV  at 
0.1p, giving  a combined  NAV  of 94.8p.  Total  Return (NAV  plus  cumulative 
dividends to date) was 112.3p  for a combined holding of  one 'C' and one  'A' 
Share. This represents a net increase  of 8.2p over the year (after  adjusting 
for dividends paid during the  year of 5.0p per  'C' Share), equivalent to  an 
increase of 9%.

The Total Return on ordinary  activities for 'C' Share  pool for the year  was 
£585,000 (2012:  444,000)  comprising  a revenue  profit  of  £286,000  (2012: 
£124,000) and a capital gain of £299,000 (2012: £320,000).

'C' Share pool - Investment activity
During the year, the Company made three small follow on investments  totalling 
£80,000 and also had loan stock redemptions of £27,000.

'C' Share pool - Portfolio valuation
The majority of the investments within the 'C' Share portfolio performed  well 
throughout the year and the values of a number of these have been uplifted  at 
the year end.

The valuation of the investment in  Atlantic Dogstar Limited was increased  by 
£114,000. The company  owns and operates  The Dogstar pub  in Brixton and  The 
Clapton Hart in Clapton.  Both pubs are trading  significantly ahead of  their 
original business  plans.  An  independent  valuation  of  each  of  pubs  was 
commissioned, on which the year end valuation has been based.

The valuation of the investment in  Redmed Limited was increased by  £105,000. 
The company  owns  The Annexe  nightclub  in  Lincoln city  centre,  which  is 
producing results that are 40% ahead of the original business plan.

Domestic Solar Limited  owns a portfolio  of solar panels  on the rooftops  of 
domestic properties across the  UK. The panels have  now been operational  for 
over a year and are starting to establish a track record of income generation.
An uplift of £60,000 in the value of the investment in Domestic Solar was made
at the year end.

Further increases in value were  recognised in Westow House Limited,  £87,000, 
East Dulwich  Tavern  Limited,  £41,000  and  Bijou  Wedding  Venues  Limited, 
£17,000, to reflect that the businesses  are performing well and in line  with 
expectations.

On the negative  side, a reduction  in valuation of  £88,000 was made  against 
Honeycombe Pubs  VCT plc.  The  company owns  a  bar in  Burnley,  Lancashire. 
Trading continues to be  difficult and a third  party valuation has  indicated 
that the value had fallen from previous carrying levels.

A £37,000 reduction in value  of Ecossol Limited was made  at the year end  to 
reflect that  the  business,  which  owns  a  portfolio  of  commercial  solar 
installations, has  experienced  technical difficulties  at  a number  of  the 
installations. This  has  affected  the income  generating  abilities  of  the 
panels. This  performance  is  below forecast  and,  therefore,  a  cautionary 
provision has been made until the technical difficulties are resolved.

Overall the portfolio showed net unrealised gains of £299,000.

Outlook
Although the British economy remains in  a fragile state, we believe that  'C' 
Share portfolio  is reasonably  resilient  and can  continue to  produce  good 
results over the remaining planned life of the share pool.

We will be seeking to start returning funds to 'C' Shareholders late in  2014, 
being five years after the close of the 'C' Share offer, and will be  starting 
preliminary work on planning investment realisations during the coming year.

Downing Managers 3 Limited

REVIEW OF INVESTMENTS - 'C' SHARE POOL

Portfolio of investments
The following investments, all of which are incorporated in England and Wales,
were held at 31 January 2013:

'C' Share pool

                                            Cost Valuation Valuation      % of
                                                           movement portfolio
                                                             in year
                                          £'000    £'000     £'000
VCT qualifying and partially qualifying
investments
Bijou Wedding Venues Limited                 815       901        17     13.3%
Atlantic Dogstar Limited                     438       728       114     10.7%
Future Biogas (SF) Limited                   627       703         -     10.4%
Domestic Solar Limited                       500       560        60      8.3%
Redmed Limited*                              429       534       105      7.9%
Westow House Limited                         304       418        87      6.2%
East Dulwich Tavern Limited                  344       385        41      5.7%
Quadrate Spa Limited*                        363       363         -      5.4%
Quadrate Catering Limited                    330       330         -      4.9%
Ecossol Limited                              250       213      (37)      3.1%
The 3D Pub Co Limited                        267       186         -      2.7%
Mosaic Spa and Health Clubs Limited*         125       125         -      1.8%
Chapel Street Food and Beverage Limited       50        50         -      0.7%
Chapel Street Services Limited                50        50         -      0.7%
Non-qualifying investments
Hoole Hall Country Club Holdings Limited     581       581         -      8.6%
The Thames Club Limited                      500       500         -      7.4%
Honeycombe Pubs VCT plc                      175        87      (88)      1.3%
Vermont Developments Limited                  25        25         -      0.4%
Chapel Street Hotel Limited                    2         2         -      0.0%
                                           6,175     6,741       299     99.5%
Cash at bank and in hand                                35               0.5%%
Total investments                                     6776              100.0%

*Part-qualifying investment

Summary of investment movements

Additions

                                                                 Cost
                                                                £'000
VCT qualifying investments and partially qualifying investments
Quadrate Spa Limited*                                              53
The 3D Pub Co Limited                                              18
Atlantic Dogstar Limited                                            9
Total 'C' Share pool                                               80

Disposals

                            Cost     MV at  Disposal     Gain        Total
                                 01/02/12~  proceeds  against     realised
                                                         cost  gain during
                                                                  the year
                           £'000     £'000     £'000    £'000        £'000
VCT qualifying investments
The 3D Pub Co Limited         18        18        18        -            -
Non-qualifying investments
Redmed Limited                 9         9         9        -            -
                              27        27        27        -            -

*Part-qualifying investment
~Adjusted for additions in the year

INVESTMENT MANAGER'S REPORT- 'D' SHARE POOL

Introduction
The 'D' Share pool  now holds investments in  20 companies and is  effectively 
fully invested. The  portfolio has experienced  reasonably stable  performance 
over the year, with  the main problems encountered  early in the share  pool's 
life mostly now behind us.

Net asset value and results
At 31 January 2013, the 'D' Share NAV stood at 79.7p and the 'E' Share NAV  at 
0.1p, giving  a combined  NAV  of 79.8p.  Total  Return (NAV  plus  cumulative 
dividends to date) was  92.3p for a  combined holding of one  'D' and one  'E' 
Share. This represents a net increase  of 1.5p over the year (after  adjusting 
for dividends paid during the  year of 5.0p per  'D' Share), equivalent to  an 
increase of 1.8%.

The return on ordinary activities for the 'D' Shares for the year was a return
of £150,000 (2012 loss: £527,000) being  a revenue surplus of £174,000  (2012: 
£57,000) and a capital loss of £24,000 (2012: £584,000).

'D' Share pool - investment activity
During the year, the Company made a small number of new investments  totalling 
£600,000. These were partly financed by loan stock redemptions which  produced 
proceeds of £469,000.

The main new  addition was an  investment of £250,000  in West Tower  Property 
Limited in January 2013. The funding  assisted the company in its purchase  of 
"The West Tower", an exclusive wedding venue located in Aughton, Lancashire.

A further £150,000 was invested in Aminghurst Limited, which is completing the
development of an apartment  and hotel complex near  Salcombe in South  Devon. 
This is a non-qualifying investment for the share pool which should deliver an
attractive yield and gives the company a charge over the development.

In addition to the above, a number of transactions also took place in  respect 
of a reorganisation of  Gingerbread Pre-School Nurseries  where the trade  was 
ultimately  acquired  by  Liverpool  Nurseries  (Holdings).  As  part  of  the 
reorganisation a new  manager and  investment partner  was brought  in and  is 
making progress in recovering from the initial difficulties that the  business 
faced.

'D' Share pool - portfolio valuation
The majority of the  'D' Share portfolio performed  in line with  expectations 
during the year,  however, there were  a small number  of valuation  movements 
which resulted in a net unrealised loss of £24,000.

Domestic Solar Limited  and Green  Electricity Generation Limited  both own  a 
portfolio of solar panels  on the rooftops of  domestic properties across  the 
UK. The  panels have  now been  generating income  for over  a year  and  have 
started to establish reliable track records, resulting in an uplift of £48,000
for Domestic  Solar  Limited  and  £7,000  for  Green  Electricity  Generation 
Limited.

Alpha Schools (Holdings) Limited, an  independent primary school operator,  is 
performing well and  in line  with expectations  and was  revalued upwards  by 
£14,000.

On the  negative side,  Camandale Limited  suffered a  further write  down  of 
£45,000 as independent  valuations of  the two bars  owned by  the company  in 
Kilmarnock indicated that their value has fallen.

A £38,000 reduction in value  of Ecossol Limited was made  at the year end  to 
reflect that  the  business,  which  owns  a  portfolio  of  commercial  solar 
installations, has  experienced  technical difficulties  at  a number  of  the 
installations which  has  affected  the income  generating  abilities  of  the 
panels. This performance is below forecast; therefore, a cautionary  provision 
has been made until the technical difficulties are resolved.

A £10,000 decrease in the  value of Ridgeway Pub  Company Limited was made  at 
the year end. The investment, which owns and operates two pubs in Oxfordshire,
is operating behind budget with no immediate sign of improvement. As a result,
a small reduction in value has been made.

Outlook
The difficult economic conditions are expected  to continue for some time  and 
will provide challenges  for many  of the portfolio  companies. Although  some 
minor problems in the portfolio remain, the major ones have been resolved  and 
we are working closely with all investment partners to ensure that full  value 
can be extracted from the investments over the life of the share pool.

Downing Managers 3 Limited

REVIEW OF INVESTMENTS - 'D' SHARE POOL

Portfolio of investments
The following investments, all of which are incorporated in England and Wales,
were held at 31 January 2013:

'D' Share pool

                                            Cost Valuation Valuation      % of
                                                           movement portfolio
                                                             in year
                                          £'000    £'000     £'000
VCT qualifying and partially qualifying
investments
Future Biogas (Reepham Road) Limited         748       748         -      9.3%
Quadrate Spa Limited*                        496       496         -      6.2%
Mosaic Spa and Health Clubs Limited*         475       475         -      5.9%
Liverpool Nurseries (Holdings) Limited*      467       467         -      5.8%
Domestic Solar Limited                       400       448        48      5.6%
Quadrate Catering Limited                    441       441         -      5.5%
Alpha Schools (Holdings) Limited             367       381        14      4.7%
Kidspace Adventures Holdings Limited*        375       375         -      4.7%
Green Electricity Generation Limited         250       257         7      3.2%
Avon Solar Energy Limited                    250       250         -      3.1%
West Tower Property Limited                  250       250         -      3.1%
Westcountry Solar Solutions Limited*         250       250         -      3.1%
Ecossol Limited                              250       212      (38)      2.6%
Slopingtactic Limited                        196       196         -      2.4%
Progressive Energies Limited                 170       170         -      2.1%
Ridgeway Pub Company Limited                 136       126      (10)      1.6%
Camandale Limited*                           561       113      (45)      1.4%
Non-qualifying investments
Aminghurst Limited                         2,150     2,150         -     26.8%
Fenkle Street LLP                            122       122         -      1.5%
Commercial Street Hotel Limited              100       100         -      1.2%
                                           8,454     8,027      (24)     99.8%
Cash at bank and in hand                                 6                0.2%
Total investments                                    8,033              100.0%

*Part-qualifying investment

Summary of investment movements

Additions

                                                     Cost
                                                    £'000
VCT qualifying and partially qualifying investments
West Tower Property Limited                           250
Quadrate Spa Limited*                                  77
Liverpool Nurseries (Holdings) Limited* **            467
Non-qualifying investments
Liverpool Nurseries (House) Limited**                 203
Aminghurst Limited                                    150
Liverpool Nurseries (Greenbank) Limited**             138
Kidspace Adventures Holdings Limited                  125
Liverpool Nurseries (Cottage) Limited**                67
Total 'D' Share pool                                1,477

Disposals

                                Cost     MV at  Disposal     Loss        Total
                                     01/02/12~  proceeds  against     realised
                                                             cost  gain during
                                                                      the year
                               £'000     £'000     £'000    £'000        £'000
VCT qualifying and partially qualifying
investments
Gingerbread Pre-Schools (UK)     576       395       395    (181)            -
Limited**
Non-qualifying investments
Retallack Surfpods Limited       250       250       250        -            -
Liverpool Nurseries (House)      203       203       203        -            -
Limited**
Liverpool Nurseries (Greenbank)  138       138       138        -            -
Limited**
Kidspace Adventures Limited      135       135       135        -            -
Liverpool Nurseries (Cottage)     67        67        67        -            -
Limited**
Hoi Polloi Pub Co Limited         60        60        60        -            -
Fenkle Street LLP                 24        24        24        -            -
Total 'D' Share pool           1,453     1,272     1,272    (181)            -

*Part-qualifying investments
**Part of reorganisation of Liverpool Nurseries companies
~Adjusted for additions in the year

INVESTMENT MANAGER'S REPORT- 'F' SHARE POOL

Introduction
As set out  in the 'F'  Share prospectus,  the pool is  expected to  initially 
invest much of its  funds in non-qualifying secured  loans and, over the  next 
three years, the  pool will  build a  qualifying investment  portfolio with  a 
focus on asset backed businesses and those with predictable revenue streams.

Fundraising
The original 'F'  Share fundraising  closed in September  2012, shortly  after 
which a top up share  offer was launched, which,  in turn, closed in  December 
2012. Both share offers were launched in conjunction with Downing Planned Exit
VCT 3 plc. The joint offers raised  total proceeds of £21.6 million, of  which 
£10.8 million was in respect of Downing Planned Exit VCT 2 plc.

Net asset value and results
At 31 January 2013, the  'F' Share NAV stood at  88.5p. The 'F' Shares paid  a 
first dividend  of 5p  per share  in  November 2012.  Total Return  (NAV  plus 
cumulative dividends to date)  for shareholders who  invested in the  original 
share offer is now  93.5p. This represents  a net decrease  of 1.0p per  share 
against the price at launch of 94.5p per share (after adjusting for  dividends 
paid during the year of 5.0p per Share), equivalent to a decrease of 1.1%.

The return on ordinary activities  for the 'F' Share pool  for the year was  a 
loss of  £105,000 being  a  revenue loss  of £10,000  and  a capital  loss  of 
£95,000.

'F' Share pool - investment activity
During the 'F' Share pool's first period, the Company invested £1.8 million in
eight VCT qualifying investments.

Three separate investments were made  in City Falkirk Limited, Fubar  Stirling 
Limited and  Cheers  Dumbarton  Limited  totalling  £738,000.  Each  of  these 
companies owns and operates a nightclub in Scotland. A £13,000 investment  was 
also made in  Lochrise Limited who  manages the nightclubs  and is  associated 
with the Castle Leisure Group, an experienced operator in the region.

Four investments  during  the  year  were  made  in  secure  Government-backed 
renewable investments:

A net investment of  £680,000 was made  in Tor Solar PV  Limited which owns  a 
portfolio of Solar PV panels located on farms in the South West of the UK.

£560,000 was  invested  in Vulcan  Renewables  Limited. Vulcan  Renewables  is 
developing a 2MW  maize fed biogas  plant near Doncaster  which will  generate 
both gas and electricity.

A £200,000 investment was made in  Fresh Green Power Limited and £100,000  was 
invested in Green Energy Production UK Limited. Both companies install and own
solar PV systems on the roofs of domestic properties in the UK.

The four investments above  will benefit from  the receipt of  Feed-in-Tariffs 
from the  production  of  electricity. Vulcan  Renewables  will  also  receive 
payments under the Renewable Heat Incentive scheme from gas injection into the
gas main.

In addition,  the  share  pool  made  9  non-qualifying  investments  and  two 
investments with a non-qualifying  element, mostly in  the form of  short-term 
secured loans. These provide the share pool  with a steady yield on its  funds 
which are not yet employed in qualifying opportunities.

There were also  a small  number of loan  stock redemptions  that took  place, 
returning some £561,000 to the share pool.

'F' Share pool - portfolio valuation
As all the investments were  made within the last  12 months, the majority  of 
the investments were held at  valuations equal to cost  at the year end.  Some 
valuation adjustments have  however been necessary  where businesses have  not 
performed to plan.

As mentioned above, City Falkirk owns a large nightclub in Falkirk,  Scotland. 
The club  was purchased  out of  administration  in April  2012 at,  what  was 
considered to be, an  attractive price. It has  become apparent that the  long 
period in administration, when there was  poor customer service and a lack  of 
maintenance, has damaged the business.  This along with generally  challenging 
trading conditions has resulted  in the performance of  the club falling  well 
behind forecast. Accordingly, a cautionary  reduction in value of £82,000  was 
recognised at  the year  end. Lochrise  Limited acts  as the  manager to  City 
Falkirk and a number of other bars  and clubs. The value of Lochrise is  based 
on the performance of the nightclubs and bars that it manages. In view of  the 
performance of City Falkirk and other disappointing trading, a full  provision 
of £13,000 has been made.

Outlook
The 'F' Share pool is expected to  continue to be an active investor over  the 
next year. Dealflow of potential investments is looking promising so we expect
to see the pool complete a number of new qualifying investments.

Monitoring of the portfolio companies will become an increasing proportion  of 
our work and is essential  to ensure that the  businesses remain on track  and 
that, if it is required, prompt, appropriate action is taken.

Downing Managers 3 Limited

REVIEW OF INVESTMENTS - 'F' SHARE POOL

Portfolio of investments
The following investments, all of which are incorporated in England and Wales,
were held at 31 January 2013:

'F' Share pool                              Cost Valuation Valuation      % of
                                                           movement portfolio
                                                             in year
                                          £'000    £'000     £'000
VCT qualifying and partially qualifying
investments
Tor Solar PV Limited*                        680       680         -      7.1%
Vulcan Renewables Limited                    560       560         -      5.8%
City Falkirk Limited*                        422       340      (82)      3.6%
Fubar Stirling Limited                       268       268         -      2.8%
Fresh Green Power Limited                    200       200         -      2.1%
Green Energy Production UK Limited           100       100         -      1.0%
Cheers Dumbarton Limited                      48        48         -      0.5%
Lochrise Limited                              13         -      (13)      0.0%
Non-qualifying investments
Aminghurst Limited                         1,110     1,110         -     11.6%
Baron House Developments LLP                 625       625         -      6.5%
Clareville St LLP                            500       500         -      5.2%
Southampton Hotel Developments Limited       300       300         -      3.1%
West Tower Holdings Limited                  290       290         -      3.0%
Hoole Hall Hotel Limited                     265       265         -      2.8%
Kidspace Adventures Holdings Limited         250       250         -      2.6%
Retallack Limited                            250       250         -      2.6%
3D Pub Co Limited                             55        55         -      0.6%
                                           5,936     5,841      (95)     60.9%
Cash at bank and in hand                             3,740               39.1%
Total investments                                    9,581              100.0%

*Part-qualifying investment
All of the above were also additions during the year.

Summary of investment movements

Disposals

                                Cost     MV at  Disposal     Gain        Total
                                     01/02/12~  proceeds  against     realised
                                                             cost  gain during
                                                                      the year
                               £'000     £'000     £'000    £'000        £'000
Non-qualifying investments
Holdland House Developments      350       350       350        -            -
Limited
Tor Solar PV Limited             136       136       136        -            -
Baron House Developments LLP      75        75        75        -            -
                                 561       561       561        -            -

~Adjusted for additions in the year
All of the above were also additions during the year.
DIRECTORS' RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Report of the Directors, the
Directors' remuneration report and the financial statements in accordance with
applicable law and regulations. They are also responsible for ensuring that
the annual report includes information required by the Listing Rules of the
Financial Conduct Authority.

Company law requires the  directors to prepare  financial statements for  each 
financial year.  Under that  law the  directors have  elected to  prepare  the 
financial statements  in accordance  with  United Kingdom  Generally  Accepted 
Accounting Practice (United Kingdom accounting standards and applicable  law). 
Under company  law the  directors must  not approve  the financial  statements 
unless they are satisfied that they give a true and fair view of the state  of 
affairs of the  company and  of the  profit or loss  of the  company for  that 
period.

In preparing these financial statements the Directors are required to:

*select suitable accounting policies and then apply them consistently;
*make judgments and accounting estimates that are reasonable and prudent;
*state whether applicable UK accounting standards have been followed,  subject 
to  any  material  departures  disclosed   and  explained  in  the   financial 
statements; and
*prepare the financial  statements on  the going  concern basis  unless it  is 
inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping adequate accounting records that are
sufficient to show and  explain the company's  transactions, to disclose  with 
reasonable accuracy at any time the  financial position of the company and  to 
enable them to ensure that the financial statements comply with the  Companies 
Act 2006. They are also responsible for safeguarding the assets of the company
and hence for  taking reasonable  steps for  the prevention  and detection  of 
fraud and other irregularities.

The Directors  are  responsible  for  the maintenance  and  integrity  of  the 
corporate  and  financial  information  included  on  the  company's  website. 
Legislation in the United Kingdom governing the preparation and  dissemination 
of the financial statements and  other information included in annual  reports 
may differ from legislation in other jurisdictions.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR
The Directors in office at  the date of the report  have confirmed, as far  as 
they are  aware, that  there is  no relevant  audit information  of which  the 
Auditor is unaware. Each of the  Directors has confirmed that they have  taken 
all the steps  that they ought  to have taken  as Directors in  order to  make 
themselves aware of any  relevant audit information and  to establish that  it 
has been communicated to the Auditor.

INCOME STATEMENT
for the year ended 31 January 2013

                        Year ended 31 January 2013  Year ended 31 January 2012
                         Revenue  Capital    Total    Revenue  Capital   Total
                          (incl.   (incl.   (incl.
                             Ord      Ord      Ord
                         Shares)  Shares)  Shares)
                           £'000    £'000    £'000      £'000    £'000   £'000
Income                     1,149        -    1,149        676        -     676
Gain/(loss) on                 -      175      175          -    (264)   (264)
investments
                           1,149      175    1,324        676    (264)     412
Investment management      (308)        -    (308)      (211)        -   (211)
fees
Other expenses             (238)        -    (238)      (199)        -   (199)
Return/(loss) on             603      175      778        266    (264)       2
ordinary activities
before tax
Tax on ordinary            (152)        -    (152)       (85)        -    (85)
activities
Return/(loss)                451      175      626        181    (264)    (83)
attributable to equity
shareholders
Basic and diluted
return/(loss) per:
'C' Share                   4.0p     4.2p     8.2p       1.7p     4.5p    6.2p
'A' Share                      -        -        -          -        -       -
'D' Share                   1.7p   (0.2p)     1.5p       0.5p   (5.8p)  (5.3p)
'E' Share                      -        -        -          -        -       -
'F' Share                 (0.1p)   (1.2p)   (1.3p)          -        -       -

All Revenue and Capital  items in the above  statement derive from  continuing 
operations. No operations were acquired  or discontinued during the year.  The 
total column  within  the Income  Statement  represents the  profit  and  loss 
account of the Company.

A Statement of Total Recognised Gains and Losses has not been prepared as  all 
gains and losses are recognised in the Income Statement noted above.

Other than revaluation  movements arising  on investments held  at fair  value 
through the profit and loss, there were no differences between the return/loss
as stated above and at historical cost.

INCOME STATEMENT (ANALYSED BY SHARE POOL)
for the year ended 31 January 2013

'C' Share pool

                        Year ended 31 January 2013  Year ended 31 January 2012
                          Revenue   Capital  Total    Revenue   Capital  Total
                            £'000     £'000  £'000      £'000     £'000  £'000
Income                        537         -    537        337         -    337
Gain on investments             -       299    299          -       320    320
                              537       299    836        337       320    657
Investment management        (89)         -   (89)       (88)         -   (88)
fees
Other expenses               (75)         -   (75)       (74)         -   (74)
Return on ordinary            373       299    672        175       320    495
activities before tax
Tax on ordinary              (87)         -   (87)       (51)         -   (51)
activities
Return attributable to        286       299    585        124       320    444
equity shareholders

'D' Share pool

                        Year ended 31 January 2013  Year ended 31 January 2012
                          Revenue   Capital  Total    Revenue   Capital  Total
                            £'000     £'000  £'000      £'000     £'000  £'000
Income                        433         -    433        339         -    339
Loss on investments             -      (24)   (24)          -     (584)  (584)
                              433      (24)    409        339     (584)  (245)
Investment management       (110)         -  (110)      (123)         -  (123)
fees
Other expenses               (88)         -   (88)      (125)         -  (125)
Return/(loss) on              235      (24)    211         91     (584)  (493)
ordinary
activitiesbefore tax
Tax on ordinary              (60)         -   (60)       (34)         -   (34)
activities
Return/(loss)                 175      (24)    151         57     (584)  (527)
attributable to equity
shareholders

'F' Share pool

                        Year ended 31 January 2013  Year ended 31 January 2012
                          Revenue   Capital  Total    Revenue   Capital  Total
                            £'000     £'000  £'000      £'000     £'000  £'000
Income                        179         -    179          -         -      -
Loss on investments             -      (95)   (95)          -         -      -
                              179      (95)     84          -         -      -
Investment management       (109)         -  (109)          -         -      -
fees
Other expenses               (75)         -   (75)          -         -      -
Loss on ordinary              (5)      (95)  (100)          -         -      -
activities before tax
Tax on ordinary               (5)         -    (5)          -         -      -
activities
Loss attributable to         (10)      (95)  (105)          -         -      -
equity shareholders

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
for the year ended 31 January 2013

                         Year ended 31 January 2013 Year ended 31 January 2012
                          'C'   'D'     'F'   Total    'C'   'D' Other   Total
                        Share Share   Share  (incl.  Share Share Share
                         pool  pool    pool     Ord   pool  pool pools
                                            Shares)
                        £'000 £'000   £'000   £'000  £'000 £'000 £'000   £'000
Opening Shareholders'   6,574 8,333   1,178  16,090  6,668 9,360     5  16,033
funds
Issue of shares             -     -  10,763  10,763      -     -     -       -
Share issue costs           -     -   (592)   (592)      -     -     -       -
Purchase of own shares   (12)     -       -    (12)      -     -     -       -
Share capital to be         -     - (1,178) (1,178)      -     - 1,178   1,178
issued
Total recognised          585   151   (105)     626    444 (527)     -    (83)
return/(loss) for the
year
Dividends paid          (358) (500)   (492) (1,350)  (538) (500)     - (1,038)
Closing Shareholders'   6,789 7,984   9,574  24,347  6,574 8,333 1,183  16,090
funds

Other share pools comprise the Ordinary Share pool and the 'F' Share pool.

The Ordinary Share pool had opening Shareholders funds of £5,000 at 1 February
2012. These were eliminated when the class was cancelled during the year.

BALANCE SHEET
as at 31 January 2013

                        Year ended 31 January 2013  Year ended 31 January 2012
                           'C'   'D'    'F'  Total     'C'    'D' Other  Total
                         Share Share  Share          Share  Share Share
                          pool  pool   pool           pool   pool pools
                         £'000 £'000  £'000  £'000   £'000  £'000 £'000  £'000
Fixed assets
Investments              6,741 8,027  5,841 20,609   6,389  7,846     5 14,240
Current assets
Debtors                    157    90     73    320     114     99 1,178  1,391
Cash at bank and in         35     6  3,740  3,781     179    493     -    672
hand
                           192    96  3,813  4,101     293    592 1,178  2,063
Creditors: amounts       (144) (139)   (80)  (363)   (108)  (105)     -  (213)
falling due within one
year
Net current                 48  (43)  3,733  3,738     185    487 1,178  1,850
assets/(liabilities)
Net assets               6,789 7,984  9,574 24,347   6,574  8,333 1,183 16,090
Capital and reserves
Called up share capital     18    25     11     54      18     25   101    144
Share capital to be          -     -      -      -       -      - 1,178  1,178
issued
Capital redemption         106     -      -    106       4      -     1      5
reserve
Special reserve          5,977 8,384      - 14,361   6,173  8,975     - 15,148
Share Premium reserve        -     - 10,160 10,160       -      -     -      -
Revaluation reserve        566 (427)   (95)     44     267  (584)     -  (317)
Capital reserve -           53     -  (492)  (439)      53      -     -     53
realised
Revenue reserve             69     2   (10)     61      59   (83)  (97)  (121)
Total equity             6,789 7,984  9,574 24,347   6,574  8,333 1,183 16,090
shareholders' funds
Basic and diluted net
asset value per
Ordinary Share                                           -      -     -   0.1p
'C'/'D'/'F' Share         94.7  79.7   88.5          91.5p  83.3p     -      -
'A'/'E' Share              0.1   0.1    n/a           0.1p   0.1p     -      -

Other share pools comprise the Ordinary Share pool and the 'F' Share pool.

CASH FLOW STATEMENT
for the year ended 31 January 2013

                           Year ended 31 January 2013     Year ended 31 January 2012
                          'C'     'D'     'F'   Total      'C'     'D' Other   Total
                        Share   Share   Share            Share   Share Share
                         pool    pool    pool             pool    pool pools
                        £'000   £'000   £'000   £'000    £'000   £'000 £'000   £'000
    Net cash inflow       327     251     (3)     575      259     260     -     519
    from operating
    activities
    Taxation
    Corporation tax      (48)    (33)       -    (81)        -   (120)     -   (120)
    paid
    Capital expenditure
    Purchase of          (80) (1,477) (6,497) (8,054)  (2,842) (5,627)     - (8,469)
    investments
    Sale of investments    27   1,272     561   1,860    2,627   4,560     -   7,187
    Net cash outflow     (53)   (205) (5,936) (6,194)    (215) (1,067)     - (1,282)
    from capital
    expenditure
    Equity dividends    (358)   (500)   (492) (1,350)    (538)   (500)     - (1,038)
    paid
    Net cash outflow    (132)   (487) (6,431) (7,050)    (494) (1,427)     - (1,921)
    before financing
    Financing
    Proceeds from share     -       -  10,763  10,763        -       -     -       -
    issue
    Share issue costs       -       -   (592)   (592)        -       -     -       -
    Purchase of own      (12)       -       -    (12)        -       -     -       -
    shares
Net cash inflow from     (12)       -  10,171  10,159        -       -     -       -
financing
    (Decrease)/increase (144)   (487)   3,740   3,109    (494) (1,427)     - (1,921)
    in cash

Other Share pools comprise the Ordinary and 'F' Share pools.

There were no cash flow movements with  respect to the Ordinary Share pool  in 
either year.

NOTES TO THE ACCOUNTS
for the year ended 31 January 2013

1. Accounting policies
Basis of accounting
The Company has prepared its financial statements under UK Generally Accepted
Accounting Practice ("UK GAAP") and in accordance with the Statement of
Recommended Practice "Financial Statements of Investment Trust Companies and
Venture Capital Trusts" revised January 2009 ("SORP").

The financial statements  are prepared  under the  historical cost  convention 
except for certain  financial instruments measured  at fair value  and on  the 
basis that it is not necessary to prepare consolidated accounts.

The Company implements new Financial Reporting Standards ("FRS") issued by the
Financial Reporting Council when required.

Presentation of Income Statement
In order to better reflect  the activities of a  venture capital trust and  in 
accordance with the SORP, supplementary information which analyses the  Income 
Statement between items  of a revenue  and capital nature  has been  presented 
alongside the Income Statement. The net  revenue is the measure the  Directors 
believe  appropriate  in  assessing  the  Company's  compliance  with  certain 
requirements set out in Part 6 of the Income Tax Act 2007.

Investments
Venture capital investments are  designated as "fair  value through profit  or 
loss" assets due to investments being  managed and performance evaluated on  a 
fair value basis. A financial asset  is designated within this category if  it 
is both acquired and  managed on a  fair value basis, with  a view to  selling 
after a period of time, in accordance with the Company's documented investment
policy. The fair value of an investment upon acquisition is deemed to be cost.
Thereafter investments  are measured  at  fair value  in accordance  with  the 
International Private Equity and Venture Capital Valuation Guidelines ("IPEV")
together with FRS26.

For unquoted investments, fair value is established using the IPEV guidelines.
The valuation  methodologies  for  unquoted  entities  used  by  the  IPEV  to 
ascertain the fair value of an investment are as follows:

*Price of recent investment;
*Multiples;
*Net assets;
*Discounted cash flows or earnings (of underlying business);
*Discounted cash flows (from the investment); and
*Industry valuation benchmarks.

The methodology applied takes account  of the nature, facts and  circumstances 
of  the  individual  investment  and  uses  reasonable  data,  market  inputs, 
assumptions and estimates in order to ascertain fair value.

Gains and losses arising from changes in fair value are included in the Income
Statement for the year as a capital item and transaction costs on  acquisition 
or disposal of the investment are expensed. Where an investee company has gone
into receivership,  liquidation  or  administration  (where  there  is  little 
likelihood of recovery), the loss  on the investment, although not  physically 
disposed of, is treated as being realised.

It is not the Company's policy to exercise significant influence over investee
companies. Therefore the results of these companies are not incorporated  into 
the Income Statement except to  the extent of any  income accrued. This is  in 
accordance with the  SORP that does  not require portfolio  investments to  be 
accounted for using the equity method of accounting.

Income
Dividend income from investments is  recognised when the Shareholders'  rights 
to receive payment has been established, normally the ex-dividend date.

Interest income is accrued on a time apportionment basis, by reference to  the 
principal sum outstanding and at the effective rate applicable and only  where 
there is reasonable certainty of collection in the foreseeable future.

Expenses
All expenses  are  accounted for  on  an accruals  basis.  In respect  of  the 
analysis between  revenue  and  capital  items  presented  within  the  Income 
Statement, all  expenses  have  been  presented as  revenue  items  except  as 
follows:

*Expenses which are incidental to the  disposal of an investment are  deducted 
from the disposal proceeds of the investment.
*Expenses are split and presented partly  as capital items where a  connection 
with the maintenance or enhancement of  the value of the investments held  can 
be demonstrated. The Company has  adopted the policy of allocating  Investment 
Manager's fees 100% as revenue.
*Expenses and  liabilities  not  specific  to  a  Share  class  are  generally 
allocated pro rata to the net assets.

Taxation
The tax  effects on  different items  in the  Income Statement  are  allocated 
between capital and revenue on the same basis as the particular item to  which 
they relate  using the  Company's effective  rate of  tax for  the  accounting 
period.

Due to  the Company's  status as  a Venture  Capital Trust  and the  continued 
intention to meet the conditions required to comply with Part 6 of the  Income 
Tax Act 2007, no provision for taxation is required in respect of any realised
or unrealised appreciation of the Company's investments which arise.

Deferred taxation  which is  not  discounted is  provided  in full  on  timing 
differences that result in an obligation at the balance sheet date to pay more
tax, or a right to pay less tax, at a future date, at rates expected to  apply 
when they crystallise based on current  tax rates and law. Timing  differences 
arise from  the inclusion  of  items of  income  and expenditure  in  taxation 
computations in periods different from those in which they are included in the
accounts. Deferred taxation is not discounted.

Other debtors, other creditors and loan notes
Other debtors (including accrued income),  other creditors and loan notes  are 
included within the accounts at amortised cost.

Issue costs
Issue costs in relation to  the shares issued for  each share class have  been 
deducted from the share premium account for the relevant share class.

2. Basic and diluted return per share

                        'C' Shares 'A' Shares 'D' Shares 'E' Shares 'F' Shares
Revenue return/                286          -        175          -       (10)
(loss) (£'000)
Weighted average number  7,173,376 10,760,064 10,000,000 15,000,000  8,129,676
of shares in issue
Net capital gain/(loss)        299          -       (24)          -       (95)
for the financial year
(£'000)
Weighted average number  7,173,376 10,760,064 10,000,000 15,000,000  8,129,676
of shares in issue

As the Company  has not issued  any convertible securities  or share  options, 
there is no dilutive effect on return per share for any of the share  classes. 
The return per share disclosed therefore represents both the basic and diluted
return per share for all share classes.

3. Basic and diluted net asset value per share

                                                          2013            2012
                               Shares in issue Net asset value Net asset value
                               2013       2012     per   £'000     per   £'000
                                                 share           share
    Ordinary Shares               - 10,064,617     n/a     n/a    0.1p       5
    'C' Shares            7,158,326  7,173,376   94.7p   6,778   91.5p   6,563
    'A' Shares           10,750,064 10,760,064    0.1p      11    0.1p      11
    'D' Shares            9,994,109  9,994,109   79.7p   7,969   83.3p   8,318
    'E' Shares           14,994,862 14,994,862    0.1p      15    0.1p      15
    'F' Shares           10,821,660          -   88.5p   9,574     n/a     n/a
    Share capital to be                                                  1,178
    issued
                                                        24,347          16,090

The 'C' Share pool, 'D' Share pool and 'F' Share pool are treated as separate
investment pools. Within the 'C' Share pool the Directors allocate the assets
and liabilities of the Company between the 'C' Shares and 'A' Shares such that
each share class has sufficient net assets to represent its dividend and
return of capital rights. Within the 'D' Share pool the Directors allocate the
assets and liabilities of the Company between the 'D' Shares and 'E' Shares
such that each share class has sufficient net assets to represent its dividend
and return of capital rights

4. Principal risks
The Company's investment activities  expose the Company to  a number of  risks 
associated with financial  instruments and  the sectors in  which the  Company 
invests. The principal financial risks  arising from the Company's  operations 
are:

*Investment risks
*Credit risk
*Liquidity risk

The Board regularly reviews these risks and the policies in place for managing
them. There have been no significant changes  to the nature of the risks  that 
the Company  is  exposed  to  over  the year  and  there  have  also  been  no 
significant changes to the policies for managing those risks during the year.

The risk management policies used by  the Company in respect of the  principal 
financial risks and a review of the financial instruments held at the year end
are provided below:

      Investment risks

As a VCT, the Company is exposed to investment risks in the form of  potential 
losses and gains that may arise on the investments it holds in accordance with
its  investment  policy.  The  management  of  these  investment  risks  is  a 
fundamental part of investment activities undertaken by the Investment Manager
and overseen by the  Board. The Manager  monitors investments through  regular 
contact with management  of investee companies,  regular review of  management 
accounts and other  financial information and  attendance at investee  company 
board meetings. This  enables the  Manager to  manage the  investment risk  in 
respect of  individual  investments.  Investment risk  is  also  mitigated  by 
holding a diversified  portfolio spread  across various  business sectors  and 
asset classes.

The key investment risks to which the Company is exposed are:

*Investment price risk
*Interest rate risk

      Investment price risk

Investment price risk arises from uncertainty about the valuation of financial
instruments held in  accordance with the  Company's investment objectives.  It 
represents the potential loss that the Company might suffer through changes in
the fair value of unquoted investments that it holds.

      Interest rate risk

The Company accepts exposure to interest rate risk on floating-rate  financial 
assets through the effect of changes in prevailing interest rates. The Company
receives interest on  its cash  deposits at a  rate agreed  with its  bankers. 
Investments in loan  stock attract  interest predominately at  fixed rates.  A 
summary of the  interest rate profile  of the Company's  investments is  shown 
below.

There are three categories  in respect of interest  which are attributable  to 
the financial instruments held by the Company as follows:

*"Fixed rate" assets  represent investments with  predetermined yield  targets 
and comprise certain loan note investments.
*"Floating rate" assets predominantly bear interest at rates linked to Bank of
England base  rate or  LIBOR and  comprise  cash at  bank and  liquidity  fund 
investments and certain loan note investments.
*"No interest  rate"  assets  do  not attract  interest  and  comprise  equity 
investments and debtors.

The Company monitors the level of income received from fixed and floating rate
assets and, if appropriate, may make adjustments to the allocation between the
categories, in particular, should this  be required to ensure compliance  with 
the VCT regulations.

It is estimated that an increase of 1% in interest rates would have  increased 
total return before taxation for the year by £4,000 for the 'C' Share pool, £-
for the 'D'  Share pool and  £44,000 for the  'F' Share pool.  As the Bank  of 
England base rate  stood at  0.5% per  annum throughout  the year,  it is  not 
believed that a reduction from this level is likely.

      Credit risk

Credit risk  is the  risk that  a counterparty  to a  financial instrument  is 
unable to discharge a  commitment to the Company  made under that  instrument. 
The Company is exposed to  credit risk through its  holdings of loan stock  in 
investee companies, cash deposits and debtors.

The Manager  manages credit  risk in  respect  of loan  stock with  a  similar 
approach as described under "Investment  risks" above. In addition the  credit 
risk is partially mitigated by registering floating charges over the assets of
certain investee companies.  The strength  of this  security in  each case  is 
dependent  on  the  nature  of   the  investee  company's  business  and   its 
identifiable assets. Similarly the management of credit risk associated  with 
interest, dividends and  other receivables  is covered  within the  investment 
management procedures.

Cash is mainly held by  Bank of Scotland plc and  Royal Bank of Scotland  plc, 
both of  which are  A-rated financial  institutions and  both also  ultimately 
part-owned by the UK Government. Consequently, the Directors consider that the
credit risk associated with cash deposits is low.

There have been no  changes in fair  value during the  year that are  directly 
attributable to changes in credit risk.

      Liquidity risk

Liquidity risk is the risk that the Company encounters difficulties in meeting
obligations associated with its financial liabilities. Liquidity risk may also
arise from either the inability to sell financial instruments when required at
their fair values or from the inability to generate cash inflows as  required. 
As the Company has a relatively low level of creditors, (£363,000) and has  no 
borrowings, the Board believes that  the Company's exposure to liquidity  risk 
is low. The Company always holds sufficient  levels of funds as cash in  order 
to meet expenses and other cash outflows as they arise. For these reasons, the
Board believes that the Company's exposure to liquidity risk is minimal.

The Company's liquidity risk is managed by the Investment Manager in line with
guidance agreed  with  the Board  and  is reviewed  by  the Board  at  regular 
intervals.

5. Related party transactions
Downing Managers  3  Limited  ("DM3"),  a  wholly  owned  subsidiary,  is  the 
Company's Investment Manager.
During the year ended 31 January  2013, £308,000 (2012: £211,000) was  payable 
to DM3. Additionally, DM3 provides accounting, secretarial and  administrative 
services for an annual fee of £47,500 (plus VAT and RPI) per annum.

During the year  ended 31  January 2013, £52,000  (2012: £49,000)  was due  in 
respect of administration fees.  At the year end  a balance of £94,000  (2012: 
£61,000) was due to DM3.

ANNOUNCEMENT BASED ON AUDITED ACCOUNTS
The financial information set out in this announcement does not constitute the
Company's statutory  financial  statements  in  accordance  with  section  434 
Companies Act 2006 for the year ended 31 January 2013, but has been  extracted 
from the statutory financial  statements for the year  ended 31 January  2013, 
which were approved  by the  Board of  Directors on 24  May 2013  and will  be 
delivered to the Registrar of Companies following the Company's Annual General
Meeting. The Independent  Auditor's Report on  those financial statements  was 
unqualified and did not  contain any emphasis of  matter nor statements  under 
s498(2) and (3) of the Companies Act 2006.

The statutory accounts for the year ended 31 January 2012 have been  delivered 
to the Registrar  of Companies  and received an  Independent Auditor's  Report 
which was  unqualified  and  did  not  contain  any  emphasis  of  matter  nor 
statements under s498(2) and (3) of the Companies Act 2006.

A copy of the full annual report  and financial statements for the year  ended 
31 January 2013  will be printed  and posted to  shareholders shortly.  Copies 
will also be available to the public  at the registered office of the  Company 
at 10  Lower Grosvenor  Place, London,  SW1W  0EN and  will be  available  for 
download from www.downing.co.uk.

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Source: Downing Planned Exit VCT 3 PLC via Thomson Reuters ONE
HUG#1704561
 
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