SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A to E. This summary contains all of the Elements required to be included in a summary for these type of securities and issuers. Because some of the Elements are not required to be addressed there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in this summary because of the type of securities and issuers, it is possible that no relevant information can be given regarding that Element. In these instances, a short description of the Element is included, together with an appropriate 'Not applicable' statement.

A		Introduction and Warnings
A1	Introduction	This summary should be read as an introduction to the prospectus comprised of this summary, a registration document and a securities note published by the Companies and each dated 20 November 2012 (the Prospectus). Any decision to invest in the securities of the Companies should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.
A2	Consent for the use of the Prospectus by intermediaries	Each Company and their respective Directors consent to the use of the Prospectus, and accept responsibility for the content of the Prospectus, with respect to subsequent resale or final placement of Shares by financial intermediaries. The offer period within which subsequent resale or final placement of Shares by financial intermediaries can be made and for which consent to use the Prospectus is given is from the date of the Prospectus until 5 April 2013, unless previously extended by the Directors to a date not later than 30 April 2013. There are no conditions attaching to this consent.
Financial intermediaries must give investors information on the terms and conditions of the offer by the financial intermediary at the time the offer is made to them by the financial intermediary.
B		Issuers
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B1	Legal and commercial name	Baronsmead VCT plc, Baronsmead VCT 2 plc, Baronsmead VCT 3 plc, Baronsmead VCT 4 plc and Baronsmead VCT 5 plc (the Companies and each a Company).
B2	Domicile / Legal form Legislation / Country of incorporation	Baronsmead VCT was incorporated and registered in England and Wales on 21 March 1995 with limited liability as a public limited company under the Companies Act 1985 with registered number 03035709.
Baronsmead VCT 2 was incorporated and registered in England and Wales on 29 January 1998 with limited liability as a public limited company under Companies Act 1985 with registered number 03504214.
Baronsmead VCT 3 was incorporated and registered in England and Wales on 22 November 2000 with limited liability as a public limited company under the Companies Act 1985 with registered number 04115341.
Baronsmead VCT 4 was incorporated and registered in England and Wales on 30 October 2001 with limited liability as a public limited company under the Companies Act 1985 with registered number 04313537.
Baronsmead VCT 5 was incorporated and registered in England and Wales on 27 January 2006 with limited liability as a public limited company under the Companies Act 1985 with registered number 05689280.
The principal legislation under which each Company operates is the Companies Act 2006 (and regulations made thereunder) (the Act).
B5	Group description	Not applicable. No Company is part of a group.
B6	Interests in shares / voting rights / controllers	Not applicable. No Company is aware of any person who, directly or indirectly, has or will have an interest in its share capital or voting rights which is notifiable under UK law (under which, pursuant to the Act and the Listing Rules and Disclosure and Transparency Rules of the FSA, a holding of 3% or more is required to be notified to it).
All Shareholders have the same voting rights in respect of the existing share capital of each Company.
No Company is aware of any person who directly or indirectly, jointly or severally, exercises or could exercise control over the Company.

Selected financial information and statement of any significant changes	Certain selected historical information of each Company, which has been extracted without material adjustment from the audited and unaudited financial statements referenced in the following tables, is set out below:
	Baronsmead VCT
		30 Sept 2010	30 Sept 2011	30 Sept 2012
Profit / loss on ordinary activities before taxation (£'000)	7,382	5,928	4,082
Earnings per Share (p)	9.78	7.62	5.13
Dividends per Share (p)	6.00	8.00	6.00
Net assets (£'000)	57,451	56,506	61,978
NAV per Share (p)	77.35	73.52	76.12
Baronmead VCT 2
	Financial year end to (audited)
	30 Sept 2010	30 Sept 2011	30 Sept 2012
Profit / loss on ordinary activities before taxation	7,443	6,975	5,964
Earnings per Share (p)	10.96	10.19	8.45
Dividends per Share (p)	5.50	7.00	7.50
Net assets (£'000)	63,673	64,999	72,433
NAV per Share (p)	94.79	95.15	101.10
Baronmead VCT 3
	Financial year end to (audited)		Half-year to (unaudited)
	31 Dec 2009	31 Dec 2010	31 Dec 2011	30 June 2011	30 June 2012
Profit / loss on ordinary activities before taxation	3,587	7,235	3,285	5,528	4,838
Earnings per Share (p)	6.63	12.07	5.46	9.15	7.74
Dividends per Share (p)	7.50	7.50	7.50	3.00	3.00
Net assets (£'000)	52,878	64,643	60,095	66,702	68,253
NAV per Share (p)	97.50	106.60	100.16	111.43	108.01
Baronsmead VCT 4
	Financial year end to (audited)		Half-year to (unaudited)
	31 Dec 2009	31 Dec 2010	31 Dec 2011	30 June 2011	30 June 2012
Profit / loss on ordinary activities before taxation	3,522	6,707	3,393	4,885	4,027
Earnings per Share (p)	6.74	11.49	5.78	8.28	6.60
Dividends per Share (p)	7.00	7.00	7.00	3.00	3.00
Net assets (£'000)	47,216	58,704	54,786	60,576	62,282
NAV per Share (p)	90.63	99.09	94.01	103.52	100.68

		Baronsmead VCT 5
			Financial year end to (audited)			Half-year to (unaudited)
			31 Jan 2009	31 Jan 2010	31 Dec 2010	30 June 2011	30 June 2012
		Profit / loss on ordinary activities before taxation	(6,111)	2,826	(234)	(2,866)	503
		Earnings per Share (p)	(21.92)	10.30	(0.85)	(7.09)	1.37
		Dividends per Share (p)	4.00	4.00	4.00	4.00	2.00
		Net assets (£'000)	18,489	19,738	18,700	26,070	30,412
		NAV per Share (p)	66.29	72.75	68.00	59.37	69.16
		Not applicable. There have been no significant changes in the financial condition and operating results of any of the Companies during or subsequent to the period covered by the covered by the historical information set out above.
		B8	Key pro forma financial information	Not applicable. No pro forma financial information is included in the Prospectus.
B9	Profit forecast	Not applicable. There are no profit forecasts in the Prospectus.
B10	Qualifications in the audit reports	Not applicable. There were no qualifications in the audit reports for Baronsmead VCT or Baronsmead VCT 2 for the three years ended 30 September 2012. There were no qualifications in the audit reports for Baronsmead VCT 3 and Baronsmead VCT 4 for the three years ended 31 December 2011. There were no qualifications in the audit reports for Baronsmead VCT 5 for the years ended 31 January 2009, 31 January 2010, 31 December 2011 and the eleven months ended 31 December 2010.
B11	Insufficient working capital	Not applicable. Each Company is of the opinion that its working capital is sufficient for its present requirements, that is for at least the twelve month period from the date of the Prospectus.
B34	Investment objective and policy, including investment restrictions	The existing investment policies for each of the Companies is set out below. Subject to Shareholder approval which is being sought at the general meetings of Baronsmead VCT, Baronsmead VCT 2 and Baronsmead VCT 3 convened for 11 December 2012, each of those Companies will adopt the same investment policy as Baronsmead VCT 5. However, the Offer made by each of these Companies is not conditional on the adoption of its new investment policy. Existing investment policy of Baronsmead VCT The Company's investment policy is to invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM. Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value. Investment securities The Company invests in a range of securities including, but not limited to, ordinary and preference shares, loan stocks, convertible securities, and interest bearing securities as well as cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stocks, while AIM investments are primarily held in ordinary shares. Pending investment in unquoted and AIM-traded securities, cash is primarily held in interest bearing accounts, money market open ended investment companies ("OEICs"), UK gilts and Treasury bills. UK companies Investments are primarily made in companies which are substantially based in the UK, although many of these investees will trade overseas.

VCT regulation The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue and Customs. Amongst other conditions, the Company may not invest more than 15 per cent. by value of its investments calculated in accordance with Section 278 of the Income Tax Act 2007 (as amended) (“VCT Value”) in a single company or group of companies and must have at least 70 per cent. of its investments by VCT Value throughout the period in shares and securities comprised in qualifying holdings. At least 70 per cent. by VCT Value of qualifying holdings must be in “eligible shares”, which are ordinary shares which have no preferential rights to assets on a winding up and no rights to be redeemed, but may have certain preferential rights to dividends. For funds raised before 6 April 2011, at least 30 per cent. by VCT Value of qualifying holdings must be in “eligible shares” which are ordinary shares which do not carry any rights to be redeemed or preferential rights to dividends or to assets on a winding up. At least 10 per cent. of each qualifying investment must be in “eligible shares”. The companies in which investments are made must have no more than £15 million of gross assets at the time of investment to be classed as a VCT qualifying holding. Asset mix The Company aims to be at least 90 per cent. invested in growth businesses, subject always to the quality of investment opportunities and the timing of realisations. Any uninvested funds are held in cash and interest bearing securities. It is intended that at least 75 per cent. of any funds raised by the Company will be invested in VCT qualifying investments. Risk diversification and maximum exposures Risk is spread by investing in a number of different businesses within different qualifying industry sectors using a mixture of securities. Generally no more than £2.5 million, at cost, is invested in the same company. The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of its suitability for sale. Investment style Investments are selected in the expectation that the application of private equity disciplines, including an active management style for unquoted companies, will enhance value and enable profits to be realised from planned exits. Co-investment The Company aims to invest in larger more mature unquoted and AIM companies and to achieve this it invests alongside the other Baronsmead VCTs. Currently ISIS EP LLP (“the Manager”) and its executive members and certain staff are mandated to invest in unquoted alongside the Company on terms which align the interests of shareholders and the Manager. Borrowing powers The Company’s Articles permit borrowing to give a degree of investment flexibility. The Company’s policy is to use borrowing for short term liquidity purposes only up to a maximum of 25 per cent. of the Company’s gross assets. Existing investment policy of Baronsmead VCT 2 The Company’s investment policy is to invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM. Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value. Investment securities The Company invests in a range of securities including, but not limited to, ordinary and preference shares, loan stocks, convertible securities, and fixed-interest securities as well as cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stocks, while AIM investments are primarily held in ordinary shares. Pending investment in unquoted and AIM-traded securities, cash is primarily held in interest bearing accounts, money market open ended investment companies (“OEICs”), UK gilts and Treasury Bills. UK companies Investments are primarily made in companies which are substantially based in the UK, although many of these investees will trade overseas.

VCT regulation The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue and Customs. Amongst other conditions, the Company may not invest more than 15 per cent. by value of its investments calculated in accordance with Section 278 of the Income Tax Act 2007 (as amended) (“VCT Value”) in a single company or group of companies and must have at least 70 per cent. of its investments by VCT Value throughout the period in shares and securities comprised in qualifying holdings. At least 70 per cent. by VCT Value of qualifying holdings must be in “eligible shares”, which are ordinary shares which have no preferential rights to assets on a winding up and no rights to be redeemed, but may have certain preferential rights to dividends. For funds raised before 6 April 2011, at least 30 per cent. by VCT Value of qualifying holdings must be in “eligible shares” which are ordinary shares which do not carry any rights to be redeemed or preferential rights to dividends or to assets on a winding up. At least 10 per cent. of each qualifying investment must be in “eligible shares”. The companies in which investments are made must have no more than £15 million of gross assets at the time of investment to be classed as a VCT qualifying holding. Asset mix The Company aims to be at least 90 per cent. invested in growth businesses, subject always to the quality of investment opportunities and the timing of realisations. Any un-invested funds are held in cash and interest bearing securities. It is intended that at least 75 per cent. of any funds raised by the Company will be invested in VCT qualifying investments. Risk diversification and maximum exposures Risk is spread by investing in a number of different businesses within different qualifying industry sectors using a mixture of securities. Generally no more than £2.5 million at cost is invested in the same company. The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of its suitability for sale. Investment style Investments are selected in the expectation that the application of private equity disciplines, including an active management style for unquoted companies, will enhance value and enable profits to be realised from planned exits. Co-investment The Company aims to invest in larger more mature unquoted and AIM companies and to achieve this it invests alongside the other Baronsmead VCTs. Currently, ISIS EP LLP ('the Manager') and its executive members and certain staff are mandated to invest in unquoted alongside the Company on terms which align the interests of shareholders and the Manager. Borrowing powers The Company's Articles permit borrowing to give a degree of investment flexibility. The Company's policy is to use borrowing for short term liquidity purposes only up to a maximum of 25 per cent. of the Company's gross assets. Existing investment policy of Baronsmead VCT 3 The Company's investment policy is to invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM. Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value. Investment securities The Company invests in a range of securities including, but not limited to, ordinary and preference shares, loan stocks, convertible securities, and fixed-interest securities as well as cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stocks, while AIM investments are primarily held in ordinary shares. Pending investment in unquoted and AIM-traded securities, cash is primarily held in interest bearing accounts, money market open ended investment companies ("OEICs"), UK gilts and Treasury Bills. UK companies Investments are primarily made in companies which are substantially based in the UK, although many of these investees will trade overseas.

VCT regulation The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue and Customs. Amongst other conditions, the Company may not invest more than 15 per cent. by value of its investments calculated in accordance with Section 278 of the Income Tax Act 2007 (as amended) (“VCT Value”) in a single company or group of companies and must have at least 70 per cent. of its investments by VCT Value throughout the period in shares and securities comprised in qualifying holdings. At least 70 per cent. by VCT Value of qualifying holdings must be in “eligible shares”, which are ordinary shares which have no preferential rights to assets on a winding up and no rights to be redeemed, but may have certain preferential rights to dividends. For funds raised before 6 April 2011, at least 30 per cent. by VCT Value of qualifying holdings must be in “eligible shares” which are ordinary shares which do not carry any rights to be redeemed or preferential rights to dividends or to assets on a winding up. At least 10 per cent. of each qualifying investment must be in “eligible shares”. The companies in which investments are made must have no more than £15 million of gross assets at the time of investment to be classed as a VCT qualifying holding. Asset mix The Company aims to be at least 90 per cent. invested in growth businesses, subject always to the quality of investment opportunities and the timing of realisations. Any un-invested funds are held in cash and interest bearing securities. It is intended that, any given time, at least 75 per cent. of any funds raised by the Company will be invested in VCT qualifying investments. Risk diversification and maximum exposures Risk is spread by investing in a number of different businesses within different industry sectors using a mixture of securities. Generally no more than £2.5 million, at cost, is invested in the same company. The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of its suitability for sale. Investment style Investments are selected in the expectation that the application of private equity disciplines, including an active management style for unquoted companies, will enhance value and enable profits to be realised from planned exits. Co-investment The Company aims to invest in larger more mature unquoted and AIM companies and to achieve this it invests alongside the other Baronsmead VCTs. Currently ISIS EP LLP (“the Manager”) and its executive members and certain staff are mandated to invest in unquoted alongside the Company on terms which align the interests of shareholders and the Manager. Borrowing powers The Company’s Articles permit borrowing to give a degree of investment flexibility. The Company’s policy is to use borrowing for short term liquidity purposes only. The Company’s borrowings are restricted to 25 per cent. of the value of the gross assets of that company. Investment policy of Baronsmead VCT 4 The Company’s investment policy is to invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM. Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value. Investment securities The Company invests in a range of securities including, but not limited to, ordinary and preference shares, loan stock, convertible securities and fixed-interest securities, as well as cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stock, while AIM investments are primarily held in ordinary shares. Pending investment in unquoted and AIM traded securities, cash is held in interest bearing accounts, money market open ended investment companies (“OEICs”), UK gilts and Treasury Bills. UK companies Investments are primarily made in companies which are substantially based in the UK, although many of these investees may trade overseas.

| | VCT regulation
The investment policy is designed to ensure that each Company continues to qualify and is approved as a VCT by HM Revenue and Customs. Amongst other conditions, the Company may not invest more than 15 per cent. by value of its investments calculated in accordance with Section 278 of the Income Tax Act 2007 (as amended) (“VCT Value”) in a single company or group of companies and must have at least 70 per cent. of its investments by VCT Value throughout the period in shares and securities comprised in qualifying holdings. At least 70 per cent. by VCT Value of qualifying holdings must be in “eligible shares”, which are ordinary shares which have no preferential rights to assets on a winding up and no rights to be redeemed, but may have certain preferential rights to dividends. For funds raised before 6 April 2011, at least 30 per cent. by VCT Value of qualifying holdings must be in “eligible shares” which are ordinary shares which do not carry any rights to be redeemed or preferential rights to dividends or to assets on a winding up. At least 10 per cent. of each qualifying investment must be in “eligible shares”. The companies in which investments are made must have no more than £15 million of gross assets at the time of investment to be classed as a VCT qualifying holding.

Asset mix
The Company aims to be at least 90 per cent. invested in growth businesses, subject always to the quality of investment opportunities and the timing of realisations. It is intended that at least 75 per cent. of funds raised by the Company will be invested in VCT qualifying investments.

Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses within selected industry sectors using a mixture of securities. Generally, no more than £2.5 million, at cost, is invested in the same company. The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of its suitability for sale.

Investment style
Investments are selected in the expectation that the application of private equity disciplines, including an active management style for unquoted companies, will enhance value and enable profits to be realised from planned exits.

Co-investment scheme
The Company aims to invest in larger, more mature unquoted and AIM companies and to achieve this the Company invests alongside the other Baronsmead VCTs.

A co-investment scheme was introduced in November 2004 to attract, recruit, retain and incentivise the Manager’s staff in line with current market practices of private equity houses. This requires the majority of members of the investment team to co-invest alongside the Company in the ordinary shares of all unquoted investments in accordance with a pre-existing agreement.

Borrowing powers
The Company’s Articles permit borrowing to give a degree of investment flexibility. The Company’s policy is to use borrowing for short term liquidity purposes only. The Company’s borrowings are restricted to 25 per cent. of the value of the gross assets of the Company.

Investment policy of Baronsmead VCT 5
The Company’s investment policy is to invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM. Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value.

Investment securities
The Company invests in a range of securities including, but not limited to, ordinary and preference shares, loan stocks, convertible securities and interest bearing securities as well as cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stocks, while AIM-traded investments are primarily held in ordinary shares. Pending investment in VCT qualifying and non-VCT qualifying unquoted, AIM-traded and other quoted securities (which may be held directly or indirectly through collective investment vehicles), cash is primarily held in interest bearing accounts, money market open ended investment companies (OEICs), UK gilts and treasury bills. |
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| | UK companies
Investments are primarily made in companies which are substantially based in the UK, although many of these investees may have some trade overseas.

Asset mix
The Company aims to be at least 90 per cent. invested, directly or indirectly, in VCT qualifying and non-qualifying growth businesses subject always to the quality of investment opportunities and the timing of realisations. It is intended that at least 75 per cent. of any funds raised by the Company will be invested in VCT qualifying investments. Non-VCT qualifying investments held in unquoted, AIM traded and other quoted companies may be held directly or indirectly through collective investment vehicles.

Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses within different qualifying industry sectors using a mixture of securities. Generally no more than £2.5 million, at cost, is invested in the same company. The maximum the Company will invest in a single company (including a collective investment vehicle) is 15 per cent. of its investments by VCT Value. The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of its suitability for sale.

Investment style
Investments are selected in the expectation that the application of private equity disciplines including an active management style for unquoted companies will enhance value and enable profits to be realised from planned exits.

Co-investment with other Baronsmead VCTs
The Company aims to invest in larger more mature unquoted and AIM-traded companies and to achieve this it invests alongside the other Baronsmead VCTs.

Management retention
The Manager’s members and staff invest in unquoted investments alongside the Company. This scheme is in line with current practice of private equity houses and its objective is to attract, recruit, retain and incentivise the Manager’s team and is made on terms which align the interests of Shareholders and the Manager.

Borrowing powers
The Company’s policy is to use borrowing for short term liquidity purposes only up to a maximum of 25 per cent. of the Company’s gross assets, as permitted by the Company’s articles.

Investment Restrictions
Each Company is subject to the investment restrictions imposed on a venture capital trust by the Income Tax Act 2007 (as amended)

In addition, for so long as the Companies’ Shares are admitted to the Official List, the Companies are required to abide by applicable Listing Rules including the following:
(i) each Company will at all times, invest and manage its assets in a way which is consistent with its object of spreading investment risk and in accordance with its published investment policy;
(ii) each Company will not conduct any trading activity which is significant in the context of the relevant Company (or, if applicable, its group as a whole); and |
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		(iii) not more than 10 per cent. in aggregate of the value of the total assets of each Company at the time the investment is made will be invested in other closed-ended investment funds which are listed on the Official List unless those investment funds have stated investment policies to invest no more than 15 per cent. of their total assets in other investment companies which are listed on the Official List.
B35	Borrowing limits	Each Company's policy is to use borrowing for short term liquidity purposes only and the articles of association of each Company restrict borrowings such that the aggregate principal amount outstanding in respect of monies borrowed by each Company shall not, without the previous sanction of an ordinary resolution, exceed an amount equal to 25 per cent. of the value of its gross assets.
B36	Regulatory status	The Companies are not regulated by the Financial Services Authority or any other regulatory body.
B37	Typical investor	The typical investor for whom investment in each Company is designed is an individual retail investor aged 18 or over who is resident and a tax payer in the UK.
B38	Investments of 20% or more in a single company	Not applicable. No Company has any investments which represent more than 20% of its gross assets in a single company or group.
B39	Investments of 40% or more in a single company	Not applicable. No Company has any investments which represent more than 40% of its gross assets in a single company or group.
B40	Service providers	ISIS EP LLP (ISIS) is the investment manager, administrator and secretary of the Companies. ISIS is paid the following fees in respect of its appointment as manager, administrator and secretary of each of the Companies:

Baronsmead VCT
ISIS is paid an annual management fee equivalent to 2.0 per cent. of the Company's net assets which is paid quarterly in arrears. ISIS is also entitled to a performance fee. No performance fee is be payable to ISIS until the total return on shareholders' funds exceeds an annual threshold of the higher of 4 per cent. or base rate plus 2 per cent. calculated on a compound basis. To the extent that the total return exceeds the threshold over the relevant period then a performance fee will be paid to ISIS of 10 per cent. of the excess. The amount of any performance fee which is paid in an accounting period shall be capped at 5 per cent. of shareholder's funds for that period. ISIS is also entitled to a quarterly fee for the provision of company secretarial, accounting and other management and administrative services of £14,612. Such figure excludes VAT and is subject to adjustment by reference to increases in the Retail Prices Index.

Baronsmead VCT 2
ISIS is paid an annual management fee equivalent to 2.0 per cent. of the Company's net assets which is paid quarterly in arrears. ISIS is also entitled to a performance fee. No performance fee is payable to ISIS until the total return on shareholders' funds exceeds an annual threshold of base rate plus 2 per cent. calculated on a compound basis. To the extent that the total return exceeds the threshold over the relevant period then a performance fee will be paid to the ISIS of 10 per cent. of the excess. The amount of any performance fee which is paid in an accounting period shall be capped at 5 per cent. of shareholder's funds for that period. ISIS is also entitled to an annual fee for the provision of company secretarial, accounting and other management and administrative services of £9,095, plus a variable fee equal to 0.03125 per cent. multiplied by the amount by which the net assets of Baronsmead VCT 2 as of the close of business on the last business day of the relevant quarter exceed £5 million, but subject to a maximum annual fee of £105,634. Such figures exclude VAT and are subject to adjustment by reference to increases in the Retail Prices Index. |

| | | Baronsmead VCT 3
ISIS is paid an annual management fee equivalent to 2.5 per cent. of the Company's net assets which is paid quarterly in arrears. ISIS is also entitled to a performance fee. No performance fee will be payable to ISIS until the total return on net proceeds of the ordinary share exceeds 8 per cent. per annum (simple) on net funds raised. To the extent that the total return exceeds the threshold, a performance fee (plus VAT) will be paid to ISIS of 10 per cent. of the excess. The performance fee payable in any one year is capped at 5 per cent. of net assets. ISIS is also entitled to an annual fee for the provision of company secretarial, accounting and other management and administrative services of £8,454, plus a variable fee equal to 0.03125 per cent. multiplied by the amount by which the net assets of Baronsmead VCT 3 as of the close of business on the last business day of the relevant quarter exceed £5 million, but subject to a maximum annual fee of £102,212. Such figures exclude VAT and are subject to adjustment by reference to increases in the Retail Prices Index.

Baronsmead VCT 4
ISIS is paid an annual management fee equivalent to 2.5 per cent. of the Company's net assets which is paid quarterly in arrears. ISIS is also entitled to a performance fee. No performance fee will be payable to ISIS until the total return on net proceeds of the ordinary share exceeds 8 per cent. per annum (simple) on net funds raised. To the extent that the total return exceeds the threshold, a performance fee (plus VAT) will be paid to ISIS of 10 per cent. of the excess. The performance fee payable in any one year is capped at 5 per cent. of net assets. ISIS is also entitled to an annual fee for the provision of company secretarial, accounting and other management and administrative services of £11,181, plus a variable fee equal to 0.03125 per cent. multiplied by the amount by which the net assets of Baronsmead VCT 4 as of the close of business on the last business day of the relevant quarter exceed £5 million, but subject to a maximum annual fee of £100,000. Such figures exclude VAT and are subject to adjustment by reference to increases in the Retail Prices Index.

Baronsmead VCT 5
ISIS is paid an annual management fee equivalent to 2.1 per cent. of the Company's net assets which is paid quarterly in arrears. The annual management fee has been and will be increased by 0.1 per cent. of the net assets of the Company on each anniversary of the date on which the Company made its first unquoted investment being October 2011, up to a maximum fee of 2.5 per cent. of the net assets of the Company. ISIS is currently entitled to a performance fee of 10 per cent. of the excess of the total return to Shareholders exceeding 8 per cent. per annum (on a simple not compound basis). Such performance fee will not be triggered, however, until the total return on the net proceeds of the initial offer of the Company's Shares exceeds 140 per cent. The performance fee payable in respect of any period for which it is calculated shall not exceed 5 per cent. of the NAV of the Company for that period and any balance remaining unpaid is carried forward to the next calculation. ISIS is also entitled to a fee for the provision of company secretarial, accounting and other management and administrative services of £10,000 per quarter plus Retail Price Index increases (which currently is £11,266.81 per quarter) plus a variable fee equal to 0.125 per cent. of the amount by which the NAV of the Company as at the last Business Day of the relevant quarter exceeds £5,000,000.

The London branch of JP Morgan Chase Bank acts as custodian for each Company's quoted assets and, in that capacity, is responsible for ensuring safe custody and dealing with settlement arrangements. Each Company pays custodian fees based on where that Company's assets are held (assets held in the UK are charged at an annual rate of 0.4 basis points), transaction fees based on where the transaction takes place (transactions in the UK are charged at a rate of £10 per transaction) and cash movement fees of £5.50 per movement. |
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| B41 | Regulatory status of the manager / custodian | ISIS acts as investment manager of each Company and is authorised and regulated by the Financial Services Authority.
The London branch of JP Morgan Chase Bank acts as custodian for each Company's quoted assets and is authorised and regulated by the Financial Services Authority. |
| B42 | Calculation of net asset value | Each Company's net asset value is calculated monthly and published on an appropriate regulatory information service. If for any reason valuations are suspended, shareholders will be notified in a similar manner. |
| B43 | Umbrella collective investment scheme | Not applicable. No Company is part of an umbrella collective investment scheme. |
| B44 | Absence of financial statements | Not applicable. Each Company has commenced operations and published financial statements. |

B45	Investment portfolio	Each Company invests in a diversified portfolio of UK growth businesses, whether unquoted or traded on AIM. A summary of each Company's unquoted and quoted portfolio as at the date of this Summary is set out below in thousands ('000):
Baronsmead VCT	Baronsmead VCT 2	Baronsmead VCT 3
Market	Market	Market
Cost	Value	% of NAV
Unquoted	27,961	36,634
Quoted	19,950	21,821
Baronsmead VCT 4	Baronsmead VCT 5
Market	Market
Cost	Value	% of NAV
Unquoted	27,532	36,521
Quoted	16,330	17,574
B46	Most recent. net asset value per Share	As at 31 October 2012 (the latest date in respect of which each Company has published its NAV per Share), the unaudited NAV per Share for Baronsmead VCT was 76.97p, for Baronsmead VCT 2 was 102.33p, for Baronsmead VCT 3 was 107.96p, for Baronsmead VCT 4 was 98.90 p and for Baronsmead VCT 5 was 60.80p.
C		Securities
---	---	---
C1	Description and class of securities	The securities being offered pursuant to each Offer are ordinary shares of 10p each (“Shares”) with the following ISIN codes: Baronsmead VCT GB0000803584 Baronsmead VCT 2 GB0002631934 Baronsmead VCT 3 GB0030028103 Baronsmead VCT 4 GB0031095283 Baronsmead VCT 5 GB00B0YZHK97
C2	Currency	The issue will be in pounds sterling
C3	Shares in issue	Baronsmead VCT has 81,417,048 Shares in issue at the date of this document (excluding 5,703,751 Shares held in treasury). Baronsmead VCT 2 has 71,647,952 Shares in issue at the date of this document (excluding 9,218,819 Shares held in treasury). Baronsmead VCT 3 has 62,909,037 Shares in issue at the date of this document (excluding 8,564,214 Shares held in treasury). Baronsmead VCT 4 has 61,749,931 Shares in issue at the date of this document (excluding 6,771,130 Shares held in treasury). Baronsmead VCT 5 has 43,321,836 Shares in issue at the date of this document (excluding 1,558,296 Shares held in treasury). All of the Shares have a nominal value of 10p each and are fully paid.
C4	Description of the rights attaching to the securities	The Shares being offered (the New Shares) by each of the Companies shall rank equally and pari passu with the existing Shares issued by that Company and shall have the following rights in relation to the Company which has issued them: • holders of the New Shares shall be entitled to receive all dividends and other distributions made, paid or declared by the relevant Company pari passu and equally with each other and with the existing Shares; • each New Share carries the right to receive notice of and to attend or vote at any general meeting of the Company; • on a winding-up, the holders of the New Shares are entitled to receive back their nominal value and will participate in the distribution of any surplus assets of the relevant Company pro rata with all other Shares in the capital of the Company; • statutory pre-emption rights on any issue of new Shares or the sale of any existing Shares from treasury for cash unless disapplied in accordance with the Companies Act 2006; and • New Shares are not redeemable at the option of the relevant Company or the Shareholder.

D		Risks
D1	Key information on the risks specific to the Companies	There can be no guarantee that the investment objectives of the Companies will be achieved or that suitable investment opportunities will be available. The success of each Company will depend on the Manager's ability to identify, acquire and realise investments in accordance with each Company's investment policy and there can be no assurance that the Manager will be able to do so. Investment in AIM-traded and unquoted companies involves a higher degree of risk than investment in companies traded on the main market of the London Stock Exchange. Smaller companies often have limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals. In addition, the market for stock in smaller companies is often less liquid than that for stock in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such stock. Full information for determining their value or the risks to which they are exposed may also not be available.
		A Company's investments may be difficult to realise. The fact that a share is traded on AIM or PLUS Markets does not guarantee its liquidity. The spread between the buying and selling price of such shares may be wide and thus the price used for valuation may not be achievable. The valuation of a Company's portfolio and opportunities for realisation may also depend on stock market conditions. Changes in legislation concerning VCTs may limit the number of qualifying investment opportunities, reduce the level of returns which would otherwise have been achievable or result in a Company not being able to meet its investment objective.

E		Offers
E1	Offers net proceeds and expenses	The total net proceeds and total expenses of each Offer (assuming each Offer is fully subscribed) are set out below:Total Net Proceeds (£) Total Costs (£)Baronsmead VCT 9,450,000 550,000Baronsmead VCT 2 4,725,000 275,000Baronsmead VCT 3 4,725,000 275,000Baronsmead VCT 4 4,725,000 275,000Baronsmead VCT 5 4,725,000 275,000Investors will indirectly bear the costs of the Offers in which they participate through the application of the Pricing Formula which determines the Offer Price paid for the New Shares and includes an allowance for issue costs of 5.5 per cent. or such lower percentage as may be agreed by each Board and the Manager to reflect a reduction in the issue costs.
E2a	Reasons for the Offers and use of the proceeds	The funds raised by each Company pursuant to its Offer will be added to the liquid resources available for investment so as to put each Company into a position to take advantage of attractive investment opportunities over the next two to three years, in accordance with its investment policy.The net proceeds of each Offer (assuming full subscription and costs of 5.5 per cent) are:Baronsmead VCT £9.45 millionBaronsmead VCT 2 £4.725 millionBaronsmead VCT 3 £4.725 millionBaronsmead VCT 4 £4.725 millionBaronsmead VCT 5 £4.725 million

| E3 | Terms and conditions of the Offers | Each Offer will open on 11 December 2012 and will close at 12 noon on 5 April 2013. Each Board may close its Company's Offer earlier than this date or may extend its Company's Offer to a date up to and including 30 April 2013. Subscription Forms received before 11 December 2012 will be time and date stamped and allocated under the Offers in the order of receipt (provided cheques are not post dated save in respect of cheques dated prior to the date of the General Meetings). Applications under the Offers will be processed from 11 December 2012. Multiple applications under the Offers from the same investor will be processed in order of receipt.

The Offer by each of Baronsmead VCT, Baronsmead VCT 2, Baronsmead VCT 3 and Baronsmead VCT 5 are conditional on the passing of a special resolution to authorise the allotment of shares pursuant to their Offer at their respective general meetings (the Special Resolutions). Subscribers may elect to invest equally in all the Offers or invest different amounts under one or more Offers. Applications under each Offer will be accepted on a first come, first served basis (provided cheques are not post dated save in respect of cheques dated prior to the date of the General Meetings), subject always to the discretion of the relevant Board. Subscribers must subscribe a minimum in aggregate of £5,000, with a minimum per elected Offer of £1,000 and thereafter in multiples of £1,000 per Offer. The first allotments of Shares under the Offers are expected to occur on around 21 December 2012.

In relation to each allotment, the Offer Price at which the relevant New Shares will be allotted will be calculated by using the pricing formula set out below and will be announced to the London Stock Exchange through a Regulatory Information Service prior to the date of allotment.

The number of New Shares to be allotted in each Offer will be determined by each respective Offer Price calculated on the basis of the following formula (the Pricing Formula):

Latest published NAV of an existing Share at the time of allotment divided by X rounded up to the nearest 0.1p per share.

'X' for these purposes will be 0.945 (to allow for issue costs of up to 5.5 per cent.) or such other number between 0.945 and 1 as may be agreed by each Board and the Manager (to reflect a reduction in issue costs).

The number of New Shares to be issued under each Offer will be rounded to the nearest whole number and fractions of New Shares will not be allotted. If there is a surplus of funds from an investor's subscription amount, the balance will be returned (without interest) in the form of a cheque, save where the surplus amount per Offer is less than £1, in which case such surplus will be retained by the relevant Company. |
| --- | --- | --- |
| E4 | Description of any interest that is material to the issue | Not applicable. There are no interests that are material to the issue. |
| E5 | Name of persons selling securities | Not applicable. No person or entity is selling securities in the Companies. |

E6	Amount and percentage of dilution	If the Special Resolutions are passed, the maximum number of Shares which may be issued on a non-pre-emptive basis, the percentage of the issued share capital of the respective Companies represented by such Shares and the dilutive effect on existing Shareholders' voting control of each Company (assuming they do not subscribe for any New Shares) if the maximum number of such Shares were issued, are set out in the following table:
Maximum number of Shares Directors will be authorised to allot on a non-pre-emptive basis	Percentage of issued share capital (excluding treasury shares) represented by the these shares	Percentage dilution in existing Shareholders voting control
Baronsmead VCT	17,363,833	21.3%
Baronsmead VCT 2	8,371,450	12.2%
Baronsmead VCT 3	6,342,593	10.1%
Baronsmead VCT 4	6,210,247	10.1%
Baronsmead VCT 5	14,381,184	33.2%
E7	Expenses charged to investors	All expenses of the Offers, including commissions payable to financial intermediaries and to RAM Capital, as promoter of the Offers, will be paid by each Company out of the gross proceeds of its Offer, subject to a cap of 5.5 per cent. of the total proceeds of that Offer. To the extent that expenses of an Offer exceed 5.5 per cent. of the total proceeds of that Offer, the Manager will pay or reimburse the excess amount. However, investors will indirectly bear the costs of the Offers in which they participate through the application of the Pricing Formula which determines the Offer Price paid for the New Shares for which an investor subscribes and includes an allowance for issue costs of 5.5 per cent. or such lower percentage as may be agreed by each Board and the Manager to reflect a reduction in the issue costs. Following the implementation of the Retail Distribution Review on 31 December 2012, financial intermediaries can only be remunerated by charges agreed directly with their retail clients with respect to the financial advice that they provide to such clients. For those financial intermediaries who provide financial advice to their clients in relation to their subscription, commission is only payable if the financial advice is provided on or before 19 December 2012. Investors participating in the Offers through a financial intermediary after 19 December 2012 will be charged such fees as they agree directly with their financial intermediary. For financial intermediaries who act on an "execution only" basis i.e. do not provide financial advice to their clients, commission can be paid provided that the client has not received financial advice in relation to their subscription on or after 20 December 2012. In the event that any of the Offers remain open after 19 December 2012, the Directors of each relevant Company may announce a reduction in issue costs for their respective Offer as commission will cease to be payable to financial intermediaries with respect to financial advice that they provide to their client and so will no longer be incorporated in the overall issue costs borne by each Company.

Dated: 20 November 2012

NP1112-848

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BARONSMEAD SECOND VENTURE TRUST PLC Capital/Financing Update 2012

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BARONSMEAD SECOND VENTURE TRUST PLC — Capital/Financing Update 2012

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BARONSMEAD SECOND VENTURE TRUST PLC Capital/Financing Update 2012