Tender Offer

Edinburgh US Tracker Trust plc
21 December 2007

21 December 2007



Edinburgh US Tracker Trust plc



Tender Offer for up to 50 per cent. of the issued share capital



The Company has published a Circular detailing a proposed Tender Offer for the
purchase of up to 50 per cent. of its current issued share capital. The proposed
Tender Offer was announced on 4 December 2007. The Tender Offer will be
available to all Shareholders (other than certain Overseas Persons) on the
register as at close of business on the Record Date, which is 6 December 2007,
and is being put forward following discussions with MLP Investments (Luxembourg)
S.A.R.L., the Company's largest Shareholder.



Tender Offer

The Directors propose the Tender Offer to be made for up to 33,581,371 Shares,
representing 50 per cent. of the Company's issued share capital as at the Record
Date. It is being proposed to enable those Shareholders who wish to realise the
value of their holding of Shares in the Company, including the Company's largest
Shareholder, to do so at a price which is close to the net asset value of those
Shares, while ensuring that ongoing Shareholders, who do not wish to tender
their Shares, are not disadvantaged.



Under the Tender Offer, Shareholders (other than certain Overseas Persons) will
be able to tender up to 50 per cent. of their holdings as at the Record Date ('
Basic Entitlement'). Such Shareholders will be able to tender additional Shares,
but such tenders will only be satisfied to the extent that other Shareholders
tender less than their Basic Entitlement, and will be satisfied on a pro rata
basis.



The Tender Offer is being made at the Repurchase Value. On the Calculation Date,
the Company will calculate the Net Asset Value per Share of the Company and will
allocate to the Realisation Pool assets with an aggregate value equal to the Net
Asset Value per Share multiplied by the number of Shares to be purchased by the
Company in the Tender Offer. The Net Asset Value per Share will include any
accrued net income of the Company.



The costs of making the Tender Offer (including stamp duty payable on the Shares
bought back) and the costs of realising investments in the Realisation Pool to
finance the consideration for the purchase of the Shares under the Tender Offer
will be borne by the Realisation Pool. The Realisation NAV and the Repurchase
Value are equal to the aggregate value of the Realisation Pool after deduction
of such costs and expenses divided by the number of Shares to be purchased by
the Company in the Tender Offer.



It is not expected that the purchasing of Shares under the Tender Offer will
give rise to any asset uplift for Shareholders who continue with their
investment in the Company, nor should the Tender Offer result in any dilution to
NAV per Share for continuing Shareholders.



The Tender Offer will include an arrangement which, if approved by Shareholders,
will enable the largest Shareholder in the Company to receive its consideration
under the Tender Offer in the form of its proportionate interest in stocks in
the portfolio held by the Company. MLP Investments was the only Shareholder, at
the Record Date, which owned more than 5 per cent. of the Shares.



For illustrative purposes only, and assuming the resolution to approve the
Tender Offer is passed by Shareholders, had the Repurchase Value been calculated
as at 14 December 2007 (the latest practicable date before publication of the
Circular), the Repurchase Value would have been approximately 605.4 pence per
Share (excluding any costs for realising stocks in the portfolio, which are
currently expected to be de-minimis).



The estimated costs and expenses in connection with the Tender Offer will be
borne by tendering Shareholders and are approximately £1.37 million (assuming
the Tender Offer is subscribed in full), including stamp duty but excluding
Realisation Costs.



Portfolio Purchase Agreement

As at close of business on 19 December 2007, MLP Investments, the largest
Shareholder in the Company, held 26.67 per cent. of the Company's Shares. MLP
Investments has indicated its intention to seek an exit in respect of all the
Shares held by it and will accordingly tender all such Shares in the Tender
Offer. Under the terms of the Portfolio Purchase Agreement, which is conditional
on approval by Shareholders as it is a related party transaction under the
Listing Rules, MLP Investments will purchase from the Company a share portfolio
of a value (calculated on the same basis as the Net Asset Value of the Company
is to be calculated for the purposes of the Tender Offer) equal to the
consideration due to MLP Investments under the Tender Offer. The share portfolio
to be transferred is a pro rata proportion of each of the shares held by the
Company.



Share Buy-Back Policy

At the Annual General Meeting of the Company held on 23 May 2007, Shareholders
granted the Company authority to make market repurchases of up to 10,648,257
Shares, which represented 14.99 per cent. of the then issued share capital. The
special resolution authorising the Tender Offer will not affect this authority
and no part of this authority will be used to implement the Tender Offer.



The Board intends to purchase Shares on an ongoing basis with the aim of
establishing a long term level of discount to Net Asset Value per Share of no
wider than 3 per cent. The Board also intends to renew the Share buy-back
authority if the Company's buy-back powers become exhausted prior to the next
Annual General Meeting of the Company. Shares bought back will be cancelled.



Investment Strategy

The Company's objective is to track closely the S&P 500 Composite Index, both in
terms of capital and income. The investment process employed to achieve this
objective involves the full replication of the index constituents. This
investment process was implemented in 1997 and since then the Company's NAV has
tracked closely the performance of the Index.



The Company has net assets of £402.6 million (as at 30 November 2007) and on the
assumption that the Tender Offer is fully taken up, the Company would have net
assets of £201.3 million (using 30 November 2007 figures). The Company's
investment process will remain unchanged following completion of the Tender
Offer. The total expense ratio ('TER') will rise following the Tender Offer from
0.33 per cent. to 0.43 per cent. of net assets (assuming full take up of the
Tender Offer) but the Company will continue to be one of the lowest relative
cost investment companies and index tracker funds available to UK investors.



Undertaking

On 20 December 2007, the Company received an undertaking from MLP Investments to
vote in favour of the resolution to be proposed at the Extraordinary General
Meeting to implement the Tender Offer and to accept the Tender Offer in respect
of 17,910,923 Shares representing 26.67 per cent. of the Company's issued share
capital as at the Record Date and the entirety of MLP Investments' holding in
the Company.



Extraordinary General Meeting

At the Extraordinary General Meeting to be held on 18 January 2007 Shareholders
will be asked to approve the Tender Offer and the Portfolio Purchase Agreement.
Shareholder approval of the buyback of Shares under the Tender Offer is required
by the Companies Act 1985. Shareholder approval of the Portfolio Purchase
Agreement is required under the Listing Rules as it is a related party
transaction resulting from MLP Investments' holding of 26.67 per cent of the
Shares.





Expected Timetable


Record Date for Tender Offer                                                   5.00 p.m. on 6 December 2007
                                                                                                       2008
Latest time and date for receipt of Tender Forms and Forms of Proxy                 2.00 p.m. on 16 January
for the Extraordinary General Meeting
Extraordinary General Meeting                                                       2.00 p.m. on 18 January
Calculation Date for Tender Price                                           Close of business on 18 January
Tender Price announced                                                                           28 January
Settlement of proceeds through CREST and despatch of cheques to                                  29 January
Shareholders in respect of the Tender Offer





Terms used in this announcement shall, unless the context otherwise requires,
bear the meaning given to them in the Circular issued by the Company dated 20
December 2007.





Copies of the Circular have been submitted to the UK Listing Authority and will
shortly be 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

Tel. no. 020 7066 1000





Enquiries


William Hemmings                                     020 7463 6000
Aberdeen Asset Managers

Robin Archibald/Katie Standley                       020 3100 0290/0297
Winterflood Investment Trusts






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