RNS Offer announcement for Dartmoor Investment Trust       

- Wed 26 October 2005 07:43 - RNS
Eastwood Anglo Corp Offer for Dartmoor Inv Trust
RNS Number:1709T
Eastwood Anglo Corporate Fin Ltd
26 October 2005


Cash Offers for

the Voting Deferred Share Capital
and
the Non-Voting Ordinary Share Capital
of
Dartmoor Investment Trust plc

by

Eastwood Anglo Corporate Finance Limited

On behalf of

Mrs Marion Stainer Phillips

26 October 2005

For immediate release

Eastwood Anglo Corporate Finance Limited announces cash offers to be made on behalf of Mrs Phillips for the entire Voting Deferred and Non-Voting Ordinary Share Capital of Dartmoor Investment Trust plc ("Dartmoor") (together the
"Equity Share Capital"). The Offers value the Equity Share Capital at GBP87,281.
The anticipated value of the individual Offers, which is subject to the consent of the Panel on Takeovers and Mergers in relation to the requirement under Rule 14 of the City Code on Takeovers and Mergers to make an offer for the Non-Voting Ordinary Shares comparable to the offer for the Voting Deferred Shares, is as
follows:

Cash offer for the entire Voting Deferred Share Capital of Dartmoor not already
owned by Mrs Phillips

For every Dartmoor Voting Deferred Share GBP1.00 in cash

Unconditional cash offer for the entire Non-Voting Ordinary Share Capital of Dartmoor not already owned by Mrs Phillips

For every Dartmoor Non-Voting Ordinary Share GBP1.00 in cash

Mrs Phillips holds 20.06% of the issued Voting Deferred Share Capital of Dartmoor, and taking into account the Dartmoor Preference Share votes, can exercise 15.2% of the available votes at a general meeting of Dartmoor.

A further announcement will be made as soon as possible after the Panel ruling has been obtained.

Enquiries:

Bill Eastwood, Eastwood Anglo Tel 01636 636132.
Email bill@eastwoodanglo.com
A copy of this announcement is available on the website www.eastwoodanglo.com

This summary should be read in the context of the full press release and should not be distributed in or into the United States, Canada, Australia, or Japan.
Words and phrases used herein have the meanings set out in the Appendix to this document.

Cash Offers for

the Voting Deferred Share Capital
and
the Non-Voting Ordinary Share Capital
of
Dartmoor Investment Trust plc

by

Eastwood Anglo Corporate Finance Limited

On behalf of

Mrs Marion Stainer Phillips

26 October 2005

Eastwood Anglo Corporate Finance Limited announces cash offers to be made on behalf of Mrs Phillips for the entire Voting Deferred and Non-Voting Ordinary Share Capital of Dartmoor Investment Trust plc (together the Equity Share
Capital) not already owned by Mrs Phillips. The Offers value the Equity Share Capital at GBP87,281. The anticipated value of the individual Offers, which is subject to Panel consent in relation to the requirement under Rule 14 of the Code to make an offer for the Non-Voting Ordinary Shares comparable to the offer
for the Voting Deferred Shares, is as follows:

A cash offer for the entire Voting Deferred Share Capital of Dartmoor not already owned by Mrs Phillips, subject to the conditions set out in Appendix I to this announcement, on the following anticipated basis:

For every Dartmoor Voting Deferred Share GBP1.00 in cash

An unconditional cash offer for the entire Non-Voting Ordinary Share Capital of Dartmoor not already owned by Mrs Phillips on the following anticipated basis:

For every Dartmoor Non-Voting Ordinary Share GBP1.00 in cash

A further announcement will be made as soon as possible after the Panel ruling has been obtained.

Words and phrases used in this press release have the meanings set out in Appendix II to this announcement.


Introduction


The shares of Dartmoor are no longer quoted on an investment exchange. On 29 July 2005, the members of Dartmoor in general meeting approved the
Reorganisation of the Company's share capital in which inter alia the Old Ordinary Shares of 10p each in the Company were converted into Voting Deferred Shares and Non-Voting Ordinary Shares, or in the case of holdings below 6,000 Old Ordinary Shares, were cancelled. The rights of each class of shares are set out in the articles of association of the Company. The Reorganisation also created Non-Voting Deferred Shares, which the Directors, in the Circular, described as "worthless with negligible rights". The rights of the Preference Shares were not altered in the Reorganisation. As dividend payments on the
Preference Shares are over six months in arrears, holders of Preference Shares currently have voting rights in general meetings of the Company. No offer is being made for the Non-Voting Deferred Shares or the Preference Shares.

The anticipated Voting Deferred Offer values the existing Voting Deferred Share Capital at GBP28,712 and each Voting Deferred Share at GBP1.00. This represents a premium of 100% over the price of 0.05p per Old Ordinary Share, the equivalent of 50p per Voting Deferred Share, at which certain holders of smaller numbers of
shares only were given the opportunity to sell their shares in the Reorganisation. In the Circular dated 27 June 2005, the Directors of Dartmoor stated "the net asset value of the (Old) Ordinary shares is nil and the only
recent trades in the (Old) Ordinary shares of which the Directors are aware have taken place at much lower levels (than the 0.05p offered)".

Under Rule 14 of the City Code on Takeovers and Mergers, a comparable offer must be made for other classes of equity share capital, whether such capital carries voting rights or not, and Eastwood Anglo has thus announced on behalf of Mrs Phillips an unconditional cash offer for the entire issued and to be issued Non-Voting Ordinary Share Capital of Dartmoor not already owned by Mrs Phillips.
The anticipated Non-Voting Ordinary Offer values the existing Non-Voting Ordinary Share Capital at GBP58,569 and each Non-Voting Ordinary Share at GBP1.00.
Mrs Phillips believes this to be a comparable offer as required under Rule 14 of the Code since: in the Reorganisation, holdings of more than 300,000 Old Ordinary Shares could be converted into the same number of either Voting
Deferred or Non-Voting Ordinary shares; those who did not express a choice were given 50% of each class; and the Non-Voting Ordinary Shares became convertible under certain circumstances into Voting Deferred Shares on a one to one basis.
In Mrs Phillips opinion there is an implied equivalence of value, leading to the same price being offered for Non-Voting Ordinary Shares as for the Voting Deferred Shares.

Mrs Phillips is a private investor who has held shares in Dartmoor since 2002.
She currently legally and beneficially owns 5,760 Voting Deferred Shares, 4,272 Non-Voting Ordinary shares and 616,500 Preference shares in Dartmoor.

Mrs Phillips thus owns 20.06% of the issued Voting Deferred Share Capital, and, taking into account the Preference Share votes, can exercise 15.2% of the available votes at a general meeting of Dartmoor.

Mrs Phillips will be contacting the Directors of Dartmoor following publication of this announcement. Mrs Phillips intends to co-operate fully with the existing board, whose recent strategy for recovering value for shareholders she supports, and she will be seeking to co-ordinate the board's response to the Offers with
the posting of the Offer Document to minimise costs to the Company.

Further details of the Offers

The shares will be acquired fully paid and free from all liens, equities, charges, encumbrances and other interests and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and distributions declared, paid or made hereafter. It is a condition of the Voting Deferred Offer that Mrs Phillips acquires 90% of the Voting
Deferred Shares not currently owned by her. Mrs Phillips reserves the right to waive this condition, except that this condition will not be satisfied unless Mrs Phillips has acquired or agreed to acquire (pursuant to the Offer or
otherwise), directly or indirectly, Voting Deferred Shares and Preference Shares carrying, in aggregate, over 50 per cent of the voting rights then normally exercisable at general meetings of Dartmoor. The Non-Voting Ordinary Offer is unconditional.

Background to and reasons for the Offers

In the Circular dated 27 June 2005, the Directors of Dartmoor stated "(Old)Ordinary Shareholders will be aware that their investment lost virtually all its value during the year to 30 April 2003, during which period heavy falls in the prices of the income shares of split capital investment companies, making up the bulk of the Company's portfolio, led to its assets falling below its liabilities. The Company's shares were delisted in June 2003, after having been
suspended for nine months, and the Inland Revenue has accepted with effect from 31 March 2003 that the (Old) Ordinary Shares are of negligible value (that is, worth next to nothing)". As at 30 April 2005, the date of the last published accounts, the net asset value of the Preference Shares was GBP12.1million, equivalent to 33.68p per Preference Share, with no value attributable to the Equity Shares. The net asset value is after having allowed for the cumulated unpaid Preference dividends at that date of GBP10.5 million, 29.25p per Preference Share. Under the articles of the Company, the Preference Shares fall to be

(MORE Tredeemed at GBP1.00 per share, together with any arrears of dividend, which continue to accumulate, on 30 April 2010. Unless a Preference dividend is paidin the interim, the cumulative unpaid dividends on the Preference Shares at 30
April 2010 will amount to GBP26.73 million, equivalent to 74.25p per Preference Share. The Directors, in the Circular, stated, "there is only a remote chance of any assets ever becoming attributable to the (Old) Ordinary Shares, or any
dividends being paid on them."

As far as Mrs Phillips is aware, she is the largest single holder of Voting Deferred Shares, and whilst acknowledging the prior ranking of the Preference Shares, some of which she also owns, she wishes to be in a position to protect to the greatest degree possible the value of her investment. She is offering, for the first time since the shares were suspended in late 2002, (other than for holders of between 6,000 and 300,000 Old Ordinary Shares in the Reorganisation) an opportunity for all holders of Voting Deferred and Non-Voting Ordinary Shares
to realise cash for their investment. Whilst holdings in these classes of share would otherwise be difficult to dispose of at value, and the holders would have little or no influence over the running of the Company, Mrs Phillips believes that by concentrating her holding she will be in a position to maximise the limited value which currently resides in the Equity Shares.


Information on Mrs Phillips


Mrs Marion Stainer Phillips is a private investor who has holdings in a number of split capital investment trusts. She has held an investment in Dartmoor since July 2002.


Information on Dartmoor


Dartmoor is an investment company investing largely, but not exclusively, in split capital trusts. As at 30 April 2005, the end of the last financial year, it had shareholders' funds of GBP12,125,000 attributable entirely to non-equity
shareholders. At that date the net asset value attributable to each Preference Share was 33.68p, in addition to accrued dividends of 29.25p.

Further financial information on Dartmoor will be set out in the Offer Document

Dartmoor board, management and employees


The Company has no employees. Mrs Phillips intends to co-operate fully with the existing board, whose recent strategy for recovering value for shareholders she supports. She would expect herself and/or a nominee to be appointed to the board following the Voting Deferred Offer's being declared unconditional.

Financing of the Offers


Mrs Phillips has placed in an escrow account under the control of Eastwood Anglo sufficient cash to satisfy the maximum consideration payable under the Offers.
Eastwood Anglo is satisfied that Mrs Phillips has available the necessary financial resources to satisfy full acceptance of the Offers.


Taxation


Subject to the circumstances of the shareholder, the disposal of Dartmoor shares pursuant to the Offers will normally constitute a disposal or part disposal for the purposes of United Kingdom taxation on capital gains and may give rise to a
liability to taxation.

Any shareholder who is in any doubt as to his tax position should consult his own professional adviser.

Takeover Code disclosure requirements

THESE REQUIREMENTS CONTINUE TO APPLY EVEN THOUGH DARTMOOR SHARES ARE NO LONGER
LISTED.

The attention of Dartmoor shareholders is drawn to the fact that under the takeover 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. The disclosure requirements referred to below are set out in more detail in Rule 8 of the Takeover Code. In particular, Rule 8.3 of the Takeover Code requires public disclosure of dealings during an offer period by persons who own or control or would as a result of a transaction, own or control 1 per cent or more of any class of the relevant security.

Note 5 to Rule 8 of the Takeover Code specifies the details that are to be included in a disclosure and makes reference to the Dealing Disclosure Form required to be submitted, copies of which may be obtained from the Panel at the
address specified below or from the Panel's website www.thetakeoverpanel.org.uk.
A copy of the entire Takeover Code may also be found at the Panel's website for further information.

The obligation for disclosure that commenced today in relation to dealings in Dartmoor shares will conclude on the date on which the Voting Deferred Offer becomes or is declared unconditional in all respects, or on the date the Voting Deferred Offer lapses. Disclosure should be made on a Dealing Disclosure Form by no later than 12 noon on the business day following the date of the dealing transaction. These disclosures should be made via a regulatory information service such as the Regulatory News Service of the London Stock Exchange, by fax
(fax number +44 (0) 20 7588 6057) or by electronic delivery on the appropriate form with a copy sent to the Panel (fax number +44 (0) 20 7256 9386, email: monitoring@disclosure.org.uk) If you are in any doubt as to the action that you
should take with regard to Rule 8 of the Takeover Code you are requested to contact the Panel on +44 (0) 20 7382 9026 for further information.

General

The formal Offer Document setting out details of the Offers will be despatched to Dartmoor Shareholders as soon as possible.

This announcement has been approved solely for the purpose of Section 21 of the Financial Services and Markets Act 2000 by Eastwood Anglo Corporate Finance Limited, Home Farm Barn, Winkburn, Newark, Notts NG22 8PQ who is authorised by the Financial Services Authority Limited to carry on investment business. This
announcement does not constitute an offer or an invitation to acquire any securities. Any such offer will only be made pursuant to the Offer Document and Form of Acceptance.

Eastwood Anglo Corporate Finance Limited is acting for Mrs Marion Phillips and no one else in connection with the Offers and accordingly will not be responsible to any other person for providing protections afforded to its clients or for advising any other person on the Offers.

The Offers will not be made, directly or directly in or into, or by use of the mails of or by any means or instrumentality (including, without limitation, facsimile transmission; telex or telephone) of interstate or foreign commerce
of, or any facility of a national securities exchange of the United States, Canada, Australia or Japan and the Offer cannot be accepted by any such use means, instrumentality or facility or from within the United States, Canada, Australia or Japan. Copies of this announcement and any related offering documents are not being and must not be distributed or sent in, into or from the
United States. Canada, Australia or Japan including, without limitation to Dartmoor Shareholders with registered addresses in the United States, Canada, Australia or Japan or to custodians, trustees or nominees holding Dartmoor
Shares for such persons. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada, Australia or Japan or use the United States, Canada, Australia or Japan mails or any such means or instrumentality for any purpose directly or indirectly related to acceptance of the Offers and doing so will render invalid any related purported acceptance of the Offers.

The making of the Offers in, or to persons resident in or nationals or citizens of jurisdictions outside the UK or who are nominees of, or custodians, trustees or guardians for, citizens or nationals of other countries ("Overseas Shareholders") may be prohibited or affected by the laws of the relevant jurisdiction. Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any Overseas Shareholder wishing to accept the Offers to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental exchange control or other consents which may be required, or the compliance with other necessary formalities needing to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

The full terms of the Offers (including details of how the Offers may be accepted) will be set out in the Offer Document and in the accompanying
Acceptance Form. Dartmoor Shareholders who accept the Offers may only rely on the Offer Document, and the Form of Acceptance setting out the full terms of the Offers. In deciding whether to accept the Offers, Dartmoor Shareholders should
rely on the information contained and the procedures described in the Offer Document and Acceptance Form.

Mrs Phillips accepts responsibility for the information contained in this announcement, save that the only responsibility accepted by her 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. Subject as aforesaid to the best of the knowledge and belief of Mrs Phillips (who has taken all reasonable care to ensure that such is
the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.

Eastwood Anglo has given and not withdrawn its written consent to the publication of this announcement containing references to its name in the form and context in which they appear.


APPENDIX I

CONDITIONS OF THE OFFERS

The Non-Voting Ordinary Offer is unconditional.

In this Appendix I, Offer refers to the Voting Deferred Offer only, which is subject to the following conditions:

1. valid acceptances being received (and not, where permitted, withdrawn) by

(MORE T not later than 3.00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as Mrs Phillips may, subject to the rules of the Code, decide) in respect of not less than 90 per cent (or such lesser percentage as Mrs Phillips may decide) of the Shares to which the Offer relates, provided that, this condition will not be satisfied unless Mrs Phillips has acquired or agreed to acquire (pursuant to the Offer or otherwise), directly or indirectly, Voting Deferred Shares and Preference
Shares carrying, in aggregate, over 50 per cent of the voting rights then normally exercisable at general meetings of Dartmoor, and for this purpose
(a) the expression 'Shares to which the Offer relates' shall be construed in accordance with sections 428-430F of the Companies Act 1985 and (b) shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry on issue;


2. no government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction (each, a 'Relevant Authority') having decided to take,
instituted, implemented or threatened any action, proceedings, suit, investigation or enquiry or enacted, made or proposed any statute, regulation or order or otherwise taken any other step or done any thing, and there not being outstanding any statute, legislation or order, that would or might:

(a) restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise interfere with the implementation of, the Offer or the acquisition of any Shares by Mrs Phillips or any matters
arising therefrom;
(b) result in a delay in the ability of Mrs Phillips, or render Mrs Phillips unable, to acquire some or all of the Shares;
(c) require, prevent, delay or affect the divestiture by Mrs Phillips or Dartmoor of all or any portion of their respective businesses, assets or property or of any Shares or other securities in Dartmoor or impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties or any part thereof;
(d) impose any limitation on the ability of Mrs Phillips to acquire or hold or exercise effectively, directly or indirectly, all rights of all or any of the Dartmoor Shares (whether acquired pursuant to the Offer or otherwise);
(e) make the Offer or its implementation or the proposed acquisition of any shares or securities in, or control of, Dartmoor, illegal, void or unenforceable in or under the laws of any jurisdiction;
(f) otherwise adversely affect any or all of the businesses, assets, prospects or profits of Dartmoor or the exercise of rights of shares in Dartmoor; and all applicable waiting periods during which such Relevant Authority could
institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene having expired,
lapsed or been terminated;

3. all authorisations, orders, grants, consents, clearances, licences, permissions and approvals, in any jurisdiction, deemed necessary or appropriate by Mrs Phillips for or in respect of the Offer, the proposed acquisition of any shares or securities in, or control of, Dartmoor by Mrs
Phillips or the carrying on of the business of Dartmoor, or any matters arising therefrom being obtained in terms satisfactory to Mrs Phillips from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom Dartmoor or Mrs Phillips has entered into contractual arrangements and such authorisations, orders, grants, consents, clearances, licences, permissions and approvals remaining in full force and effect and there being no intimation of any intention to revoke or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect of the
Offer or the proposed acquisition of any Dartmoor Shares by Mrs Phillips or any matters arising therefrom having been complied with;

4. there being no provision of any agreement, instrument, permit, licence or other arrangement to which Dartmoor is a party or by or to which it or any of its assets may be bound or subject which, as a consequence of the Offer or the acquisition of Dartmoor Shares or because of a change in the control or management of Dartmoor or any matters arising therefrom or otherwise,
could or might have the result that:

(a) any mortgage, charge or other security interest is created over the whole or any part of the business, property or assets of Dartmoor or any such security (whenever arising) becomes enforceable;
(b) any such agreement, instrument, permit, licence or other arrangement, or any right, interest, liability or obligation of Dartmoor therein, is terminated or adversely modified or affected or any action is taken or onerous obligation arises thereunder;
(c) the value of Dartmoor or its financial or trading position is prejudiced or adversely affected;
(d) any material asset or, other than in the ordinary course of business, any asset of Dartmoor being or falling to be charged or disposed of; or
(e) the rights, liabilities, obligations or interests or business of Dartmoor in or with any other person, firm or company (or any arrangement relating to such interest or business) is terminated, modified or adversely affected;

5. since 30 April 2005 (being the date to which the last annual report of Dartmoor was made up) and save as announced in the Circular to Shareholders of Dartmoor dated 27 June 2005 and effected by the subsequent extraordinary general meeting held on 29 July 2005, Dartmoor not having:

(a) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital;
(b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution;
(c) authorised or proposed or announced its intention to propose any merger or acquisition or disposal or transfer of assets or shares or any change in its share or loan capital;
(d) issued or authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability;
(e) disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset or entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material or authorised, proposed or announced any intention to do so;
(f) entered into or varied or proposed to enter into or vary any contract, reconstruction, amalgamation, arrangement or other transaction which is of a long term or unusual or onerous nature or is otherwise than in the ordinary
course of business or announced any intention to do so;
(g) entered into, or varied the terms of, any contract or agreement with any of the directors of Dartmoor;
(h) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver,
trustee or similar officer of all or any of its assets and revenues;
(i) waived or compromised any claim other than in the ordinary course of business;
(j) made any amendment to its memorandum or articles of association or other
incorporation documents;
(k) entered into any contract, transaction or arrangement which is or may be
restrictive on the business of Dartmoor;
(l) entered into any contract, commitment or agreement with respect to any of
the transactions or events referred to in this condition 6 and
(m) been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its
business;

6. since 30 April 2005 (being the date to which the last annual report of Dartmoor was made up) and save as announced in the Circular to Shareholders of Dartmoor dated 27 June 2005 and effected by the subsequent extraordinary general meeting held on 29 July 2005,

(a) no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remained outstanding by or against Dartmoor or to which Dartmoor is or may become a party
(whether as plaintiff, defendant or otherwise);
(b) no adverse change having occurred in the business, assets, financial or trading position, profits or prospects of Dartmoor; and
(c) no investigation by any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding; and

7. Mrs Phillips not having discovered that:

(a) any business, financial or other information concerning Dartmoor publicly disclosed at any time by Dartmoor either contains a misrepresentation of fact or

(MORE Tomits to state a fact necessary to make the information contained therein not misleading; or
(b) Dartmoor is subject to any liability, actual or contingent, which is not disclosed in the annual report and accounts of Dartmoor for the financial year ended 30 April 2005.

Mrs Phillips reserves the right to waive all or any of conditions 2 to 7 (inclusive) above, in whole or in part. Conditions 2 to 7 above must be
fulfilled or waived (where possible) within 21 days after the later of the first closing date of the Offer and the date on which condition 1 is fulfilled (or in each case such later date as the Panel may agree), failing which the Offer will
lapse, provided that Mrs Phillips shall be under no obligation to waive or treat as satisfied any of conditions 2 to 7 (inclusive) by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that
the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

If Mrs Phillips is required by the Panel to make an offer for Voting Deferred Shares under the provisions of Rule 9 of the Code, Mrs Phillips may make such alterations to the conditions as are necessary to comply with the provisions of
that Rule.

APPENDIX II
DEFINITIONS

Acceptance The form of acceptance and authority relating to the Offers to
Form be sent to certain Dartmoor Shareholders accompanying the Offer
Document

Act The Companies Act 1985, as amended

Circular The circular to shareholders of Dartmoor dated 27 June 2005
describing the recommended proposals for the Reorganisation

City Code or The City Code on Takeovers and Mergers
Code

Company Dartmoor Investment Trust plc

Dartmoor Dartmoor Investment Trust plc

Directors The Directors of Dartmoor

Eastwood Anglo Eastwood Anglo Corporate Finance Limited

Equity Share That part of the Dartmoor share capital comprising the 10p
Capital non-voting ordinary and the 10p voting deferred shares of
Dartmoor

FSA The Financial Services Authority

Mrs Phillips Mrs Marion Stainer Phillips

Non-Voting The A and B non-voting deferred shares in Dartmoor
Deferred
Shares

Non-Voting The unconditional cash offer to be made by Eastwood Anglo on
Ordinary Offer behalf of Mrs Phillips to acquire the entire issued non-voting
ordinary share capital not already owned by Mrs Phillips and
any further such shares which have been unconditionally
allotted or issued before the date on which the offer closes
(or such earlier date as Mrs Phillips may, subject to the City
Code, determine) on the terms to be set out in the Offer
Document and the Form of Acceptance, and, where the context
admits, any subsequent revision, variation, extension or
renewal thereof

Non-Voting That part of the Dartmoor share capital comprising the 10p
Ordinary Share non-voting ordinary shares

Capital
Non-Voting The non-voting ordinary shares of 10p each in Dartmoor
Ordinary
Shares

Offer Document The document setting out the details of the offers to be sent
to certain Dartmoor shareholders

Offer(s) One or both of the voting deferred offer and the non-voting
ordinary offer, as the context dictates.

Old Ordinary The ordinary shares of 10p each in Dartmoor prior to the
Shares reorganisation of the share capital of Dartmoor approved at an
extraordinary general meeting of the Company on 29 July 2005

Panel The Panel on Takeovers and Mergers

Preference The redeemable preference shares of 1p each in Dartmoor
Shares

Reorganisation The reorganisation of the share capital of Dartmoor approved at
an extraordinary general meeting of the Company on 29 July
2005

Voting Deferred The cash offer to be made by Eastwood Anglo on behalf of Mrs
Offer Phillips to acquire the entire issued voting deferred share
capital not already owned by Mrs Phillips and any further such
shares which have been unconditionally allotted or issued
before the date on which the voting deferred offer closes (or
such earlier date as Mrs Phillips may, subject to the City
Code, determine, not being earlier than the date on which, the
voting deferred offer becomes or is declared unconditional as
to acceptances, or if later, the first closing date) on the
terms to be set out in the Offer Document and the Form of
acceptance, and, where the context admits, any subsequent
revision, variation, extension or renewal thereof

Voting Deferred That part of the Dartmoor share capital comprising the 10p
Share Capital voting deferred shares

Voting Deferred The voting deferred shares of 10p each in Dartmoor
Shares


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The company news service from the London Stock Exchange

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