Interim Management Statement

13 February 2014

Pembroke VCT plc

Interim Management Statement

for the period from 1 October 2013 to 12 February 2014

Pembroke VCT plc (the "Company") presents an interim management statement for the period from 1 October 2013 to 12 February 2014, as required by the UK Listing Authority's Disclosure and Transparency Rules.

· £16.5 million raised in the Company's offer for subscription of shares which closed on 31 January 2014

· £10.3 million committed with £7.6 million invested to date

· Top-up offer to open this month

Offer for subscription

The offer for subscription launched by the Company on 15 February 2013 closed on 31 January 2014 having raised a total of £16.5 million.

The Directors of the Company have announced they intend to launch a top up offer this month. Full details of the Offer will be contained in the top up offer document that is expected to be published shortly.

 Investments

As at the date of this statement, the Company has invested £7.6 million, and committed £10.3 million, including:

· Boom Cycle Limited: Investment of up to £430,000

BOOM! Cycle is a single studio based in Shoreditch, London where they combine indoor spin cycling with various exercise classes for both upper and lower body work-outs. The purpose built studio combines pumping music, with an intensive all-body work out, conducted by a professional fitness instructor. The investment will be used to roll-out the concept across London with plans to develop another 10 studios by 2015.

· Plenish Limited: Investment of £225,000 in new equity

Plenish is a leading fresh pressed juice company in the UK. Plenish juice is 100% raw (unpasteurised) and cold-pressed. The company is currently selling via 2 main channels: www.plenishcleanse.com and through account sales via retailers (e.g. Harvey Nichols, Natural Kitchen, Planet Organic, Liberty and Selfridges). Online sales consist of 3 day or 5 day cleanse options, and wholesale unit sales consist of smaller 250ml juice bottles. The investment will be used to purchase new industrial scale juicers and fund short term working capital requirements.

· Kat Maconie Limited: Investment of £320,000 in new equity

Kat Maconie, founded in 2008, designs and manufactures ladies shoes which are sold online, in department stores and boutiques globally. The range consists of 5 distinct varieties crossing 3 product groups; Treasures, Essentials and Wardrobe Pieces at a range of different price points from £85 to £210 per pair of shoes. Kat Maconie and her team design the shoes in-house and they are produced in Brazil. The investment will be used to expand the main line collections, enhance sales and marketing efforts, and develop an e-commerce platform for the business.

· La Bottega: Investment of up to £960,000 in new equity and £1m mezzanine debt

La Bottega is a chain of Italian delicatessens in London, which serve high quality authentic Italian food and coffee. The food is sourced either locally (cold meats, pastries, drinks and other grocery items) or directly from Italy. Currently there are 6 shops trading in London in Chelsea, Belgravia, South Kensington, Ryder Street, Berners Street and Pont Street. The investment will be used to provide expansion capital to open multiple new sites across selected neighbourhoods in London.

· Premium fast-food restaurant chain: Investment of up to £1,320,000 in loan note and equity

The company serves a range of hand-made burgers made with fresh locally sourced beef and cooked on a grill, along with fresh-cut fries. Currently there are 2 restaurants in London and one in SE England. The investment will be used to roll-out the brand across the UK.

· Troubadour: Investment of up to £590,000 in new equity

Troubadour Goods is a London-based luxury men's accessories brand specializing in designing and creating superior handcrafted leather goods. They offer a line of seven leather pieces ranging from a wallet to a weekend bag. The products are available at the brand's E-commerce website and with four UK retailers: Harrods, Autograph, and Pollyanna.

· KX Gym: Investment of £700,000 in new equity

KX Gym, founded in 2002, is a private members gym and spa, which includes a restaurant and clubroom located in Chelsea, London. KX offers members an exclusive holistic approach to wellbeing incorporating fitness, diet and relaxation.

The strategy going forward is to retain exclusivity (minimal volume growth, modest membership fee increase), increase secondary spend (restaurant, spa, personal training), and to continue to build the KX brand by offering other associated products (e.g. KX Life, KX Urban and KX Concierge)

· Chucs Bar & Grill: Investment of up to £214,000 in new equity

Chucs Bar & Grill will be a new restaurant / bar which will reflect the style and branding of the Chucs retail brand. The restaurant will be situated on Dover Street in Mayfair, directly next door to the Chucs retail store. Chucs Bar & Grill will have approximately 18 covers inside and 8 covers outside, and will serve food and drinks all day, offering different menus for breakfast, lunch, tea and dinner with an array of cocktails in the evening.

· Dilly & Wolf (formerly B Healthy Snacks): Investment of up to £170,000 in new equity

Dilly & Wolf, founded in 2013, is launching a new premium health snack which is both nutritious and tastes good. The product has strong associations with one of the founders, Ben Fogle, reflecting his ethos and values. He has been integral to the design and taste of the product, and will be used as the brand ambassador going forward. The investment will be used to develop the product and provide funding for launch costs, expected mid-2014.

· Chilango: Investment of £450,000 in new equity

Chilango is a fast-casual Mexican restaurant chain concept based on successful US business models. Currently they have 6 London restaurants: Upper Street, Fleet Street, Chancery Lane, London Wall, Brushfield Street and Leather Lane. The investment proceeds will be used to fund further roll-out of the concept across London.

· Bella Freud: Investment of up to £450,000 in new equity

Bella Freud is a fashion designer and manufacturer who produces a range of high end men's and women's clothing focusing on knitwear. Currently her products are available at her own online website and though a range of other online retailers (e.g. Net a Porter and Space NK). The investment will be used to develop an e-commerce platform, expand the collections and provide cashflow to fund production runs.

· Chucs: Investment of up to £790,000 in new equity and loan notes

Chucs is a luxury brand for men's and women's outdoor wear. The product range falls into two main areas, focusing on beach and mountain with classic and sport in both lines. The investment will be used to expand the main line collections, provide working capital and focus on sales and marketing.

· Boat International: Investment of £2,100,000 in preferred equity and loan notes

Boat International Media is the world's leading media provider for the global superyacht community. The company produces events, magazines, books and digital platforms targeted at superyacht owners, buyers, sellers, operators, builders, captains and crew and brokers. Pembroke has led a consortium of investors to complete a management buy-out which will de-lever the business allowing the company to support the growth strategy. Going forward management will continue to develop the print media platform and accelerate the transition to digital.

· Rated People: Investment of £490,000 in new equity

Rated People, founded in 2005, is the UK's #1 online marketplace for homeowners to find tradesmen in the UK. Individuals can place job requests on the platform for a range of different tradesman (e.g. painting / decorating, electrician, plumber) to which tradesman can respond. The platform has approximately 24,000 tradesmen over the UK for which over 380,000 ratings have been provided by homeowners who have used them. The investment will be used to enhance their sales and marketing effort and look at selected bolt-ons to enhance the service offering and user experience.

Performance

The net asset value of the Company at 31 December 2013 was £14.4 million. This is a very modest decline of £0.4 million from the proceeds raised from the offer as at 31 December 2013 and is principally represented by the issue costs of the offer, which were capped at 2%. The Company made its first allotment of shares in April 2013 and started investing at the end of that month. As a consequence, investments are being held at their acquisition cost to the Company. The Company considers that only in exceptional circumstances is it likely to re-assess the fair value of its investments within its first 12 months of ownership.

About the Company

Pembroke VCT plc is a venture capital trust (VCT) which invests in a diversified portfolio of smaller companies, being principally unquoted companies, with the object of generating significant capital appreciation whilst enabling investors to benefit from substantial tax benefits.

The Company offers a differentiated investment strategy with a principal focus on making investments in consumer-facing businesses capable of building a brand in their chosen marketplaces.

The Company is not aware of any significant event or transaction which has occurred between 1 October 2013 and 12 February 2014 which has had a material effect on the financial position of the Company and has not been detailed above.

For further details about the Company please either visit the Company's website,

Pembroke VCT plc

www.pembrokevct.com,

or contact:

Oakley Capital Management Limited (Manager)

+44 20 7766 6900

Peter Dubens / Andrew Wolfson

The City Partnership (UK) Limited (Company Secretary)

0131 243 7210

Doreen Nic