NH Lewis makes counter offer for Dartmoor

NH Lewis makes counter offer for Dartmoor

Regulatory Announcement

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Company N H Lewis
TIDM TTM
Headline Offers For Dartmoor Investment Trust plc
Released 15:44 05-Jan-06
Number AFXUK30457

FOR IMMEDIATE RELEASE
5 January 2006

Not for release, publication or distribution, in whole or in part, in, into or from the United States,
Canada, Japan, Australia or any other jurisdiction where it would be unlawful to do so

UNCONDITIONAL MANDATORY CASH OFFERS BY MR NICHOLAS HOWARD LEWIS FOR VOTING DEFERRED SHARES, NON-VOTING
ORDINARY SHARES AND PREFERENCE SHARES IN DARTMOOR INVESTMENT TRUST PLC

Introduction
I hereby announce that under Rule 9 of the City Code on Takeovers and Mergers (the 'City Code') I am
required to make mandatory cash offers ('Offers') to acquire the entire issued voting deferred, non-
voting ordinary and preference share capital of Dartmoor Investment Trust plc ('Dartmoor') not already
owned by the Concert Parties (see below).

I am a private investor who has holdings in a number of split capital and other investment companies.
I have held shares in Dartmoor since September 2002. In addition to shares in Dartmoor that I myself
own, my wife Mrs Lewis holds shares in Dartmoor. So does Yeoman Investment Trust PLC ('Yeoman'), a
split capital investment company of which I am a director and shareholder. Yeoman is deemed under the
City Code to be acting in concert with me, irrespective of whether it is actually so acting, and along
with myself and Mrs Lewis are together referred to as the 'Concert Parties'.

On 5 January 2006 I served a notice on Dartmoor requiring the conversion of 19,997 of my Non-Voting
Ordinary Shares into Voting Deferred Shares. The notice will result in those Non-Voting Ordinary
Shares being duly converted into 19,997 Voting Deferred Shares on 6 January 2006 (the 'Conversion').

The Conversion will bring the total number of shares with voting rights beneficially owned by the
Concert Parties to 25,641 Voting Deferred Shares out of a total of 48,709 issued Voting Deferred
Shares, representing 52.64 per cent. of the Voting Deferred Share Capital, and 20,447,835 Preference
Shares out of a total of 36,000,000 issued Preference Shares, representing 56.80 per cent. of the
Preference Share Capital. Taken together, the shares beneficially owned by the Concert Parties
immediately following the Conversion will carry 53.74 per cent. of the voting rights of Dartmoor for
the purposes of Rule 9 of the City Code.

The requirement to make the Offers under Rule 9 of the City Code is triggered by the Conversion. I am
required to make an offer for all of the issued and to be issued Voting Deferred Shares, Non-Voting
Ordinary Shares and Preference Shares not already owned by the Concert Parties. All of the Offers when
made will be unconditional in all respects, as the Concert Parties will immediately following the
Conversion hold shares in Dartmoor conferring over 50 per cent. of the voting rights currently
exercisable in general meeting.

The Voting Deferred Shares and the Non-Voting Ordinary Shares are the only classes of equity share
capital of Dartmoor. The City Code requires me to make separate but comparable offers for each of
these classes of share. The City Code also requires me to make an offer for the Preference Shares, as
these currently have voting rights in general meetings of Dartmoor due to dividend payments on the
Preference Shares being over six months in arrears. No offer is required by the City Code to be made
for the Non-Voting Deferred Shares and I will not make any offer for those shares.

The Offers
The Offers, which will be subject to the terms set out below and to be set out in the formal document
containing the Offers (the 'Offer Document'), will be made on the following basis:

for each Voting Deferred Share 100 pence in cash
for each Non-Voting Ordinary Share 100 pence in cash
for each Preference Share 39.5 pence in cash

All of the Offers will be unconditional in all respects. None of the Offers will be able to lapse due
to any acceptance condition not being fulfilled.

All of the offer prices have been approved by the Panel on Takeovers and Mergers (the 'Panel'), which
regards offers at the same price for the Voting Deferred Shares and Non-Voting Ordinary Shares as
being comparable. In accordance with Rule 9.5 of the Code the offer prices are not less than the
highest prices paid by Mr Lewis and/or the other Concert Parties for Voting Deferred Shares, Non-
Voting Ordinary Shares and Preference Shares (collectively 'Shares') in the 12 months prior to the
commencement of the Offer Period. The Offers value the issued Voting Deferred Share Capital, Non-
Voting Ordinary Share Capital and Preference Share Capital existing immediately following the
Conversion at respectively Ł48,709, Ł38,572 and Ł14,220,000. The maximum consideration which will be
payable in respect of the Offers if all shareholders in Dartmoor ('Shareholders') (other than those
Shareholders who are Concert Parties) were to accept the Offers is therefore Ł6.18 million and will be
satisfied out of my own resources.

Voting Deferred Shares, Non-Voting Ordinary Shares and Preference Shares which are the subject of the
Offers will be acquired pursuant to the Offers fully paid and free from all liens, equities, charges,
encumbrances, rights of pre-emption and other third party rights and interests of any nature
whatsoever and together with all of the rights now and hereafter attaching thereto, including the
right to receive and retain in full all dividends and other distributions (if any) declared, made or
paid on or after the date of this announcement.

Background to and reasons for the Offers
The shares of Dartmoor are no longer quoted on an investment exchange. On 29 July 2005, the members of
Dartmoor in general meeting approved a reorganisation of Dartmoor's share capital as set out in the
circular to shareholders of Dartmoor dated 27 June 2005 (the 'Circular'), in which inter alia the old
ordinary shares of 10p each in Dartmoor were converted into voting deferred shares of 10p ('Voting
Deferred Shares') and Non-Voting Ordinary Shares of 10p ('Non-Voting Ordinary Shares'), and also into
A and B non-voting deferred shares of 10p ('Non-Voting Deferred Shares') which the directors of
Dartmoor, in the Circular, described as 'worthless with negligible rights'. The rights of the
redeemable preference shares of 1p ('Preference Shares') were not altered.

On 26 October 2005, Eastwood Anglo Corporate Finance Limited announced cash offers to be made by it on
behalf of Mrs Phillips, a shareholder in Dartmoor, for Voting Deferred Shares and Non-Voting Ordinary
Shares. Those offers were duly made on 23 November 2005. The offer for the Non-Voting Ordinary
Shares, at 100p per share, was unconditional and remains open. The offer for the Voting Deferred
Shares, also at 100p per share, was conditional, and it lapsed on 4 January 2006 as a result of not
all of those conditions being either satisfied or waived.

I hold the majority of the Preference Shares but possess a minority of the voting rights in Dartmoor.
In the light of the offers made by Mrs Phillips, I concluded that in order to protect my shareholding
in Dartmoor it was prudent for me to acquire control of the Company, hence I am effecting the
Conversion and will be making the Offers. The Offers are mandatory under Rule 9 of the City Code and
when made will be unconditional in all respects.

Dartmoor's board, management and employees
The Company has no employees but currently has three directors. I am chairman of Dartmoor's board of
directors. I would expect, provided that I come to hold a majority of the voting rights in Dartmoor
following the Offers, to acquire and exercise day to day control of Dartmoor.

Information on Dartmoor
Dartmoor is an investment company which has historically invested largely, but not exclusively, in
split capital investment companies. Further information on Dartmoor will be set out in the Offer
Document.

Financing of the Offers
I have placed in an account under the control of Burges Salmon LLP, solicitors acting for me,
sufficient cash to satisfy the maximum consideration payable under the Offers. Burges Salmon LLP is
satisfied that the necessary financial resources are available to me to enable me to satisfy full
acceptance of the Offers.

Disclosure of interests in Dartmoor
As at the date of this announcement the interests of Mr Lewis, all of which are beneficial, in Shares
(adjusted to take account of the Conversion) were as follows:

Voting Deferred Shares 22,948 (47.11%)
Non-Voting Ordinary Shares 23,550 (61.05%)
Preference Shares 20,447,835 (56.80%)

As at the close of business on 4 January 2006 (being the latest practicable date prior to the date of
this announcement), Mrs Lewis held 762,000 Preference Shares (2.12%) (which are included in the
interests of Mr Lewis shown above) and Yeoman held 2,693 Voting Deferred Shares (5.53%) and 1,993 Non-
Voting Ordinary Shares (5.17%).

Save as disclosed above, none of myself or my immediate family or persons deemed to be acting in
concert with me for the purposes of the Offers, owns or controls or is interested in any Shares or any
securities convertible into, rights to subscribe for, options (or other agreements to purchase or
sell) in respect of, derivatives referenced to, or short positions in Shares ('Relevant Securities'),
nor has any such person borrowed or lent any Relevant Securities.

Offer documentation
The Offers will be made on the terms set out herein and to be set out in the Offer Document. The
Offer Document and the form of acceptance relating to the Offers which will accompany the Offer
Document (the 'Form of Acceptance'), setting out full details and terms of the Offers (including
details of how the Offers may be accepted), will be despatched to Shareholders as soon as practicable
but in any event within 28 days of the date of this announcement. In accordance with the Code, the
Offers will be subject to the further terms to be set out in the Offer Document and in the Form of
Acceptance. In deciding whether to accept the Offers, and if applicable doing so, Shareholders may
only rely on the information contained and the procedures described in Offer Document and the Form of
Acceptance. The Offers will comply with the provisions of the Code. The Offers and any acceptances
under them will be governed by English Law and be subject to the jurisdiction of the courts of
England.

Overseas shareholders
The Offers will not be made, directly or indirectly, in or into the United States or by use of the
mails of, or by any means or instrumentality (including, without limitation, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of, the United States nor will the Offers
be made, directly or indirectly, in or into Canada, Australia, Japan or any jurisdiction where to do
so would constitute a breach of securities laws in that jurisdiction and the Offers will not be
capable of acceptance by any such use, means, instrumentality or facility from or within the United
States, Canada, Australia, Japan or any other such jurisdiction. Accordingly, copies of this
announcement, the Offer Document and the Form of Acceptance will not be and must not be, mailed or
otherwise distributed, forwarded or sent in, into or from the United States, Canada, Australia, Japan
or any other such jurisdiction. Persons receiving such documents (including, without limitation,
custodians, nominees and trustees) must not mail, forward, distribute or send them in, into or from
the United States, Canada, Australia, Japan or any other such jurisdiction.

Summary of dealing disclosure requirements
The attention of Dartmoor shareholders is drawn to the fact that under the City Code, there are
certain UK dealing disclosure requirements in respect of relevant securities during an offer period.
An offer period is deemed to have commenced with effect from the release of this announcement and will
end on the first closing date of the Offers (the 'Offer Period').

Under the provisions of Rule 8.3 of the City Code, during the Offer Period if any person is, or
becomes, interested (directly or indirectly) in one per cent. or more of any class of relevant
securities of Dartmoor, dealings in any relevant securities of Dartmoor by such person (or any other
person through whom the interest is derived) must be publicly disclosed by no later than 3.30 p.m.
(London time) on the business day following the date of the relevant transaction. If two or more
persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire
an interest in relevant securities of Dartmoor they will be deemed to be a single person for the
purposes of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of Dartmoor by Mr Lewis or Dartmoor, or by any of their respective 'associates' (within the
meaning of the City Code) must be publicly disclosed by no later than 12.00 noon (London time) on the
business day following the date of the transaction. If you are in any doubt as to the application of
Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services
and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel
on telephone number 020 07638 0129; fax 020 7236 7013.

General
The value of the Offers have been calculated on the basis of 48,709 Voting Deferred Shares, 38,572 Non-
Voting Ordinary Shares and 36,000,000 Preference Shares, being those in issue as at the date of this
announcement as adjusted to take account of the Conversion.

Mr Lewis accepts responsibility for the information contained in this announcement, save that the only
responsibility accepted by him in respect of such information as relates to Dartmoor (which has been
compiled from public sources) has been to ensure that such information has been correctly and fairly
reproduced and presented. To the best of the knowledge and belief of Mr Lewis (who has taken all
reasonable care to ensure that such is the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import of such information.

Enquiries: Nicholas Lewis Tel 07762 428894

This announcement does not constitute an offer or an invitation to purchase or subscribe for any
securities. Any acceptance or response to the Offers should be made only on the basis of the
information contained in the Offer Document. This announcement constitutes a
communication by a single individual in respect of a transaction falling within Article 62 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. A transaction falls within
Article 62 if, inter alia, the transaction is one to acquire shares in a body corporate other than an
open-ended investment company or is entered into for the purposes of such an acquisition and the
object of the transaction may reasonably be regarded as being the acquisition of day to day control of
the affairs of the body corporate.

N H Lewis

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