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NOBLE AIM VCT PLC                                

18 September 2008

PROPOSAL FOR A MERGER BETWEEN NOBLE AIM VCT PLC 
('NOBLE AIM' OR THE 'COMPANY') AND NOBLE INCOME & GROWTH VCT PLC ('NOBLE INCOME & GROWTH') BY WAY OF A SCHEME OF RECONSTRUCTION

Introduction

Further to the announcement made by Noble AIM on 28 July 2008, the boards of Noble Income & Growth and Noble AIM announce that they have reached agreement on proposals for the merger of Noble Income & Growth and Noble AIM (together the 'Enlarged Company') under a scheme of reconstruction under Section 110 of the Insolvency Act 1986 (the 'Scheme').  Accordingly, it is proposed to place Noble Income & Growth into members' voluntary liquidation and for its assets and liabilities to be transferred into the Company in exchange for the issue of new ordinary shares of 10 pence each in the Company ('New Ordinary Shares') to Noble Income & Growth shareholders (other than those Noble Income & Growth shareholders who dissent to vote in favour of the Scheme).  The boards further announce that they are today writing to their respective shareholders with full details of the Scheme.

Reasons for the Scheme

In September 2004, regulations were introduced allowing VCTs to be acquired or merge without prejudicing tax reliefs obtained by their shareholders. Several VCTs have now taken advantage of these regulations to create larger VCTs where fixed running costs can be spread over a greater asset base.

The boards of Noble AIM and Noble Income & Growth, following consideration of the portfolios and financial position of each company, believe that the Scheme will bring benefits to both Noble AIM and Noble Income & Growth shareholders, without incurring additional costs (other than the costs of implementing the Scheme itself).  Both companies have substantially the same investment objective and policy, the same investment manager and a number of common investments.  For Noble AIM, the Scheme will, in particular:

• increase efficiency, as the Enlarged Company will have a greater capital base over which to spread administration and management costs; 

• increase the pool of investment funds, providing the opportunity for improved liquidity and flexibility to provide further support for those investments offering the highest potential rewards; and

• enhance the Enlarged Company's potential to make distributions and to maintain a buy-back mechanism, due to the annual cost savings and increased scale of the Enlarged Company.

Background to Noble AIM and Noble Income & Growth

Noble AIM

As at 28 August 2008, the investment portfolio of Noble AIM consisted of 83 holdings primarily in equities, warrants and convertible loans with a combined book cost of approximately £30.5 million (market value £24.1 million) excluding other assets and liabilities. 

The audited net asset value of a Noble AIM Ordinary Share as at 29 February 2008 was 95.5 pence. The unaudited net asset value of a Noble AIM Ordinary Share was 83.4 pence as at 28 August 2008 and 83.0 pence as at 11 September 2008, being the latest published net asset value.

Noble Income & Growth

Noble Income & Growth is a tax efficient venture capital trust listed on the London Stock Exchange plc. It was formed as T&G AIM VCT PLC in 2001, and was managed by Teather & Greenwood Limited with the objective of providing shareholders with an attractive return by maximising the stream of dividend distributions to shareholders from both income and capital gains. Noble Income & Growth's investment management contract was moved to Noble Fund Managers in 2005 and the company was renamed in the same year. As at 30 April 2008, being the date of the latest audited report and accounts, the net asset value of Noble Income & Growth was £3.2 million and the net asset value per Noble Income & Growth share was 69.5 pence. The loss on ordinary activities before tax for the year ended 30 April 2008 was £0.93 million.  

Noble Income & Growth's unaudited net asset value was £2.8 million as at 28 August 2008, with an unaudited net asset value of a Noble Income & Growth Share at that date of 61.3 pence.

As at 28 August 2008, the investment portfolio of Noble Income & Growth consisted of holdings in 57 companies, primarily in equities, warrants and convertible loans, with a combined book cost of approximately £4.2 million (market value of approximately £2.6 million) excluding other assets and liabilities. 

Enlarged Company

Noble AIM and Noble Income & Growth had, as at 28 August 2008, 35 investments in common which would have represented 48.6 per cent. of the Enlarged Company had Noble AIM and Noble Income & Growth been merged on that date. 

The anticipated cost of undertaking the Scheme is £309,000 (inclusive of irrecoverable VAT) including anticipated legal, professional and other fees including the costs of winding up Noble Income & Growth. For the first 12 months after the Scheme is implemented, there is an estimated cost saving of approximately £145,000. Given the projected costs savings of the Enlarged Company, the Directors believe the Scheme costs should be recovered within two to two and a half years from the date of implementing the Scheme.  The proportion of the Scheme costs which would be borne by Noble AIM is minimal.  

The Scheme

The boards of Noble AIM and Noble Income & Growth have considered the most efficient and cost-effective mechanism to achieve the proposed merger and have decided that this should be by way of a scheme of reconstruction. The Scheme provides for Noble Income & Growth to be put into members' voluntary liquidation pursuant to a scheme of reconstruction under Section 110 of the Insolvency Act 1986 and for its assets and liabilities to be transferred to Noble AIM in consideration for New Ordinary Shares of an equivalent value, which will be issued directly to Noble Income & Growth shareholders (other than those who dissent to vote in favour of the Scheme). These New Ordinary Shares will rank pari passu with the existing Noble AIM Ordinary Shares. Following the transfer, Noble Income & Growth's listing will be cancelled and the company will be wound up in due course and its shares cancelled, which is expected to be on 20 October 2008.  

The effective date for the transfer of the assets and liabilities of Noble Income & Growth and the issue of Noble AIM Ordinary Shares pursuant to the Scheme is expected to be 17 October 2008 (the 'Effective Date'). 

The Scheme is conditional on, inter alia, the approval by Noble Income & Growth shareholders of the resolutions to be proposed at the Noble Income & Growth general meetings to be held on 8 October 2008 and 17 October 2008 and dissent not having been received from dissenting Noble Income & Growth shareholders holding more than 10 per cent of the Noble Income & Growth shares. If these conditions are not satisfied by 30 November 2008, or at such later date as the Board may agree, the Scheme will not become effective.

The board of Noble Income & Growth has recommended to its shareholders that the Scheme is in the best interests of Noble Income & Growth and its shareholders as a whole and that Noble Income & Growth shareholders should vote in favour of the Scheme, as the directors of Noble Income & Growth intend to do in respect of their own holdings of Noble Income & Growth Shares. In order to provide independent confirmation of their view, the board of Noble Income & Growth has appointed Ambrian Partners Limited to act as independent financial advisers to the board of Noble Income & Growth, and Ambrian Partners Limited has confirmed that it believes the Scheme is in the best interests of Noble Income & Growth shareholders as a whole. 

The Scheme is not conditional on the consent of Noble AIM shareholders.  

It has been agreed that, following implementation of the Scheme, the board of the Enlarged Company will continue to comprise the current directors of Noble AIM.  

The number of New Ordinary Shares to be issued to Noble Income & Growth shareholders will be calculated by reference to the relative net asset values of the Noble AIM Ordinary Shares and the Noble Income & Growth shares as at the calculation date (i.e. the date on which these values will be calculated in accordance with the Scheme) (the 'Calculation Date'). These relative net asset values will be based, inter alia, on the unaudited net asset value of the Noble AIM Ordinary Shares and the Noble Income & Growth shares as at 16 October 2008 adjusted to take into account the costs of implementing the Scheme up to the Calculation Date.

Estimated impact of the Scheme on net asset value

For illustrative purposes only, based on the unaudited net asset value of a Noble AIM Ordinary Share of 83.4 pence and a Noble Income & Growth Share of 61.3 pence as at 28 August 2008, the estimated net asset value of a Noble AIM Ordinary Share would be 83.3p pence per share following implementation of the Scheme (on the basis of the estimated costs of the Scheme, there being no dissenting Noble Income & Growth shareholders and no change in the current issued share capital of either Noble AIM or Noble Income & Growth).

Documents and approvals

For information purposes only, Noble AIM shareholders will receive a copy of the securities note ('Securities Note') and the summary ('Summary') issued by Noble AIM pursuant to the Scheme and both dated 18 September 2008.  No action is required from Noble AIM shareholders in relation to the Scheme. The registration document and supplementary prospectus issued by Noble AIM dated 21 December 2007 and 24 July 2008 respectively, which together with the Securities Note and Summary constitute the Noble AIM prospectus (the 'Prospectus') is located at www.noblegp.com/services/invest/aim/literature.php. 

Noble Income & Growth shareholders will receive a copy of the Noble Income & Growth circular in relation to the Scheme dated 18 September 2008, which contains the notices of the general meetings to be held by Noble Income & Growth on 8 October 2008 and 17 October 2008, and a copy of the Prospectus.

Copies of the Noble Income & Growth circular and the Prospectus have been submitted to the UK Listing Authority and will be shortly available for inspection at the UK Listing Authority's Document Viewing Facility which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Telephone: 0207 066 1000

For enquiries relating to this announcement, please contact:

Investment Manager for Noble AIM VCT plc and Noble Income & Growth VCT plc
Noble Fund Managers Limited 
Dr Paul Jourdan or Doug Lawson
Telephone: 0131 225 9677

Sponsor to Noble AIM VCT plc
Noble & Company Limited 
John Riddell
Telephone: 0207 763 2200

The Company and the directors of Noble AIM accept responsibility for the information relating to Noble AIM and its directors contained in this announcement. To the best of the knowledge and belief of the Company and the directors of Noble AIM (who have taken all reasonable care to ensure that such is the case), the information relating to Noble AIM and its directors contained in this announcement, for which they are solely responsible, is in accordance with the facts and does not omit anything likely to affect the import of such information.

Noble & Company Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Noble AIM and for no one else in connection with the matters described herein and will not be responsible to anyone other than Noble AIM for providing the protections afforded to customers of Noble & Company Limited or for providing advice in relation to any matters referred to herein.

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