Downing Distribution VCT 3 Plc : Holding(s) in Company

For filings with the FSA include the annex
For filings with issuer exclude the annex

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESⁱ

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ⁱⁱ		DOWNING INCOME VCT 3 PLC
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights			YES
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights			YES
Other (please specify):
3. Full name of person(s) subject to the notification obligation: ⁱⁱⁱ	RATHBONE BROTHERS PLC
4. Full name of shareholder(s) (if different from 3.):^iv	RATHBONE BROTHERS PLC Rathbone Investment Management Ltd Rathbone Investment Management International Ltd
5. Date of the transaction and date on which the threshold is crossed or reached: ^v	2^nd February 2012
6. Date on which issuer notified:	6^th February 2012
7. Threshold(s) that is/are crossed or reached: ^{vi, vii}	10%

8. Notified details:

A: Voting rights attached to shares ^{viii, ix}

Class/type of
shares

if possible using
the ISIN CODE

Situation previous
to the triggering
transaction

Resulting situation after the triggering transaction

Number
of
Shares

Number
of
Voting
Rights

Number
of shares

Number of voting
rights

% of voting rights ^x

Direct

Direct ^xi

Indirect ^xii

Direct

Indirect

1p Ordinary Shares
GB00B55T8S03

10p Class D Shares
GB00B1KR1044

1,130,953

N/A

1,146,889

N/A

10.13%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial
instrument

Expiration
date ^xiii

Exercise/
Conversion Period ^xiv

Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.

% of voting
rights

N/A

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments ^{xv, xvi}

Resulting situation after the triggering transaction

Type of financial
instrument

Exercise price

Expiration date ^xvii

Exercise/
Conversion period ^xviii

Number of voting rights instrument refers to

% of voting rights ^{xix, xx}

N/A

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

1,146,889

10.13%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: ^xxi
RATHBONE BROTHERS PLC* Rathbone Investment Management Ltd 10.08% Rathbone Investment Management International Ltd 0.05% * Rathbone Brothers Plc is the holding company of the following.

Proxy Voting:
10. Name of the proxy holder:
11. Number of voting rights proxy holder will cease to hold:
12. Date on which proxy holder will cease to hold voting rights:

13. Additional information:	Total shares in Issue used as denominator is 11,317,770