Proposed Merger

THE AIM DISTRIBUTION TRUST PLC
PENNINE AIM VCT 5 PLC
PENNINE AIM VCT 6 PLC

26 FEBRUARY 2010

RECOMMENDED PROPOSALS FOR A MERGER ("Merger") BETWEEN THE AIM DISTRIBUTION TRUST
PLC  ("AIMDIT" or "the  Company"), PENNINE AIM  VCT 5 PLC ("P5") AND PENNINE AIM
VCT  6 PLC ("P5") TO BE  COMPLETED BY PLACING P5  AND P6 INTO MEMBERS' VOLUNTARY
LIQUIDATION  PURSUANT TO SECTION 110 OF THE INSOLVENCY ACT 1986 AND THE TRANSFER
BY  P5 AND P6 OF ALL OF THEIR  ASSETS AND LIABILITIES TO AIMDIT IN CONSIDERATION
FOR  NEW ORDINARY SHARES OF 1 PENCE EACH IN AIMDIT ("NEW AIMDIT SHARES") AND THE
CANCELLATION OF THE LISTING OF THE ORDINARY SHARES OF P5 AND P6 AND AN OFFER FOR
SUBSCRIPTION BY AIMDIT TO RAISE UP TO £15M

SUMMARY
The  boards of  AIMDIT, P5  AND P6  announced on  30 November 2009 that they had
agreed,  in principle and subject to shareholder approval, terms with each other
with a view to merging the three companies together to create one larger entity.
 The  boards of  each company  are now  writing to their respective shareholders
with proposals for consideration of the proposed mergers ("the Schemes").

The  Schemes will be effected by P5  and P6 being placed into members' voluntary
liquidation  pursuant  to  schemes  of  reconstruction  under Section 110 of the
Insolvency  Act 1986.  All of  the assets and  liabilities of P5  and P6 will be
transferred  to AIMDIT in exchange  for New AIMDIT Shares  (which will be issued
directly  to the shareholders of  P5 and P6). The  merger will be completed on a
relative net asset basis.

The  effective date for the transfer of the  assets and liabilities of P5 and P6
and  the issue of New AIMDIT Shares pursuant to the Schemes is expected to be 1
April  2010 ("the Effective Date"), following which the listing of the P5 and P6
will be cancelled and P5 and P6 will be wound up.

The  Schemes are conditional, inter  alia, on the approval  of resolutions to be
proposed  to shareholders of AIMDIT, P5 and P6 at general meetings to be held on
24 March  2010 (for each of AIMDIT  ("AIMDIT GM") and P5  ("P5 GM1") and P6 ("P6
GM1"))  and 1 April 2010 (for P5  ("P5 GM2") and P6  ("P6 GM2")) and dissent not
having  been expressed by shareholders of P5 an P6 holding more than 5 per cent.
of the issued P5 or P6 share capital.

Along  with the  Merger proposals,  a number  of further  plans and proposals in
respect  of AIMDIT are set out in  the documentation sent to shareholders, which
are summarised as follows:
  * Adoption  of a revised investment policy  with a reduced focus on AIM-quoted
    investments   and  appointment  of  Downing  Corporate  Finance  Limited  as
    investment manager
  * Change of name to "Downing Distribution VCT 1 plc"
  * Consolidation  of AIMDIT Shares prior to completion of the Schemes such that
    the net asset value of each new AIMDIT Share will be £1.00.
  * An  Offer for Subscription  seeking to raise  up to £15  million.  The Share
    Offer  in  respect  of  the  tax  year  ending  5 April  2010 will close for
    subscriptions  on 5 April 2010.  The Share Offer  in respect of the tax year
    ending 5 April 2011 will close for subscriptions on 31 May 2010.

BACKGROUND
The  Boards of  each of  AIMDIT, P5  and P6  have been reviewing options for the
future of each VCT in view of the fact that each VCT is now quite small.

The  Boards have now agreed proposals for the  three VCTs to merge to create one
larger  and more commercially viable fund and,  at the same time, providing cost
benefits to shareholders of each company.

The key benefits of merging the three VCTs are as follows:

  * the  creation of a single  VCT of a more  economically efficient size with a
    greater  capital base  over which  to spread  administration, regulatory and
    management  costs producing  a reduction in  the annual running costs of the
    Enlarged  Company compared to the total annual running costs of the separate
    companies;


  * participation  in a  larger VCT  with a  more diversified  portfolio thereby
    spreading  the  portfolio  risk  across  a  broader range of investments and
    businesses;


  * an  enhanced ability to  pay dividends and  the operation of  a strong share
    buyback  policy due to the  increased size and the  reduced running costs of
    the Enlarged Company; and


  * an  increased flexibility in continuing to  meet the various requirements of
    the VCT Rules.


Shareholders  should note that the Mergers will be outside the provisions of the
City Code on Takeovers and Mergers.

EXPECTED TIMETABLE


 Offer for Subscription open                     26 February 2010

 Latest  time for receipt of  forms of proxy for 10.30 am on 22 March 2010
 the General Meeting

 AIMDIT GM                                       10.30 am on 24 March 2010

 P5 GM1                                          11.10 am on 24 March 2010

 P6 GM1                                          10.50 am on 24 March 2010

 Record Date for the Share Consolidation         31 March 2010

 Calculation Date                                after 5.00 pm on 31 March 2010

 P5 GM2                                          11.00 am on 1 April 2010

 P6 GM2                                          11.15 am on 1 April 2010

 Effective  Date for the Share Consolidation and 1 April 2010
 the  transfer of the  assets and liabilities of
 P5  and  P6  to  the  Company  and the issue of
 Consideration Shares to P5 and P6 Shareholders*

 Announcement of the results of the Schemes      1 April 2010

 Closing date for 2009/10 Offer for Subscription 5 April 2010
 and allotment of shares

 Admission of and dealings in the New Shares (in 6 April 2010
 respect  of the Share  Consolidation and/or the
 Schemes) to commence

 CREST accounts credited with the New Shares (in 6 April 2010
 respect  of the Share  Consolidation and/or the
 Schemes)

 Cancellation of the P5  and P6 Shares' listing  8.00 am on 6 April 2010

 Certificates  for the New Shares dispatched (in 13 April 2010
 respect  of the Share  Consolidation and/or the
 Schemes)

 Closing    date    for    20010/11 Offer    for 31 May 2010
 Subscription and allotment of shares


(*this will, therefore, be the final expected date of trading of the ordinary
shares of 25p each in the capital of the Company)


BACKGROUND TO AIMDIT, P5 AND P6

AIMDIT  was  incorporated  in  January  1996 and,  during  1996 and 1997, raised
approximately  £16 million, which  it subsequently used  to build a portfolio of
AIM-quoted  investments. As at 30 September 2009 (the  date of the AIMDIT's most
recently published half-yearly report), the AIMDIT's unaudited NAV was 39.5p per
Share.  Since incorporation the AIMDIT  has paid a total  of 57.55p per Share in
dividends.

P5  raised some £21.4 million in 2005 and  is now invested in some 34 companies.
As  at 31 December 2009 (the date to which the most recent unaudited half-yearly
report on the P5 has been drawn up), P5's unaudited NAV was £6.2 million. P5 has
paid  some £6.9 million to its shareholders  as dividends and spent £0.3 million
on share buybacks since its launch.  As at 31 January 2010, the unaudited NAV of
the Company was £6.3 million.

P6  raised some £25 million in 2006 and is now invested in some 33 companies. As
at  30 September  2009 (the  date  to  which  the  most recent audited financial
information on P6 has been drawn up), P6's audited NAV was £11.0 million. P6 has
paid  some £7.1 million to its shareholders as dividends since its launch. As at
31 January 2010, the unaudited NAV of the Company was £11.0 million.

The  directors of each of AIMDIT, P5  and P6 have considered the Company's Board
requirements  following the proposed  mergers. Andrew Davison,  a director of P5
and  James Leek, also a director  of P5, have agreed not  to seek a place on the
Board  of the merged entity.   Following completion of the  Schemes, it has been
agreed  that Christopher Powell, as chairman of the largest of the three merging
entities, will take over as Chairman and Michael Cunningham will join the Board.


DOCUMENTS AND APPROVALS

AIMDIT  shareholders will also receive a copy of a circular convening the AIMDIT
GM  to be held on  24 March 2010 (together with the  AIMDIT prospectus) at which
AIMDIT  shareholders will be  invited to approve  resolutions in connection with
the  Schemes,  to  consolidate  the  Company's  share  capital, to authorise the
directors  to  allot  shares,  to  approve  the  acquisition  of  the assets and
liabilities  of P5 and P6 pursuant to the  Schemes, to change the name of AIMDIT
to  "Downing Distribution VCT 1 plc", to amend the Company's  Investment Policy,
to  adopt new Articles of  Association, to cancel the  share premium account, to
cancel  the  capital  redemption  reserve  and  to  renew  share issue and share
repurchase authorities.

P5  shareholders will receive a circular convening  the P5 GM1 on 24 March 2010
and  P5 GM2 on  1 April 2010 (together with  the AIMDIT prospectus)  at which P5
shareholders  will  be  invited  to  approve  resolutions in connection with the
Schemes.
P6  shareholders will receive a circular convening  the P6 GM1 on 24 March 2010
and  P6 GM2 on  1 April 2010 (together with  the AIMDIT prospectus)  at which P6
shareholders  will  be  invited  to  approve  resolutions in connection with the
Schemes.

Copies  of the  prospectus and  the circulars  for AIMDIT,  P5 and  P6 have been
submitted  to  the  UK  Listing  Authority  and  will  be  shortly available for
inspection  at the  UK Listing  Authority's Document  Viewing Facility  which is
situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Telephone: [phone]

Company Secretary for AIMDIT, P5 and P6
Grant Whitehouse
Telephone: [phone]

Sponsor to AIMDIT
Howard Kennedy
Keith Lassman
Telephone: [phone]

The  directors and  proposed director  of AIMDIT  accept responsibility  for the
information relating to AIMDIT and its directors contained in this announcement.
To  the best of the  knowledge and belief of  such directors (who have taken all
reasonable  care to ensure that  such is the case),  the information relating to
AIMDIT  and its  directors contained  in this  announcement, for  which they are
solely  responsible, is in accordance with the  facts and does not omit anything
likely to affect the import of such information.

The directors of P5 accept responsibility for the information relating to P5 and
its  directors contained in this announcement. To  the best of the knowledge and
belief of such directors (who have taken all reasonable care to ensure that such
is the case), the information relating to P5 and its directors contained in this
document, for which they are solely responsible, is in accordance with the facts
and does not omit anything likely to affect the import of such information.

The directors of P6 accept responsibility for the information relating to P6 and
its  directors contained in this announcement. To  the best of the knowledge and
belief of such directors (who have taken all reasonable care to ensure that such
is the case), the information relating to P6 and its directors contained in this
document, for which they are solely responsible, is in accordance with the facts
and does not omit anything likely to affect the import of such information.

Howard  Kennedy, which is authorised and regulated  in the United Kingdom by the
Financial  Services Authority, is  acting as sponsor  for AIMDIT and no-one else
and  will not be responsible  to any other person  for providing the protections
afforded  to customers  of Howard  Kennedy (subject  to the responsibilities and
liabilities imposed by FSMA and the regulatory regime established thereunder) or
for providing advice in relation to any matters referred to herein.


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