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Welsh Indl.Inv.Tst (WII)

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Wednesday 10 March, 2010

Welsh Indl.Inv.Tst

Notice of EGM


                          AND NOTICE OF GENERAL MEETING

The  Board  of  Welsh Industrial Investment Trust PLC (the "Company")  announces
that  it has today issued a Circular to shareholders in relation to the proposed
voluntary winding-up of the Company. Terms used in this announcement shall  have
the same meaning as set out in the Circular.

Background to and reasons for the Proposals
Shareholders  will be aware that three shareholders representing  62.1%  of  the
Ordinary  Shares in the Company have called for the liquidation of  the  Company
and  the  return of capital to Shareholders as soon as possible.   On 6 November
2009  the  Company's Directors announced that it had already begun a  short-term
realisation policy towards achieving these objectives and, would in  due  course
send  a  circular to Shareholders incorporating the necessary Notice of  General

The  Board has carried out the realisation of the assets of the Company  insofar
as it has considered it appropriate to do so.

Preference Shares
The  Company has in issue 1,350,000 Ordinary Shares of 5p each and 225,000 8.75%
Preference  Shares  of 20p each.  The voting rights attached to  the  Preference
Shares  are restricted to resolutions to winding up the Company, or to vary  the
special  rights attached to the Preference Shares.  In the current circumstances
therefore  holders of the Preference Shares are entitled to vote at the  General
Meeting  on  these  resolutions and upon the winding-up  of  the  Company.   The
Preference Shares rank first in the return of capital, being however, restricted
to  the  return to them of the nominal amount paid up on such Preference Shares,
together with any arrears of the preference dividend.

The Proposals
The  three shareholders (representing 62.1% of the Ordinary Shares and 68.9%  of
the  Preference Shares) who in November 2009 called for the liquidation  of  the
Company and the return of capital to shareholders consider that it was the  only
way  in  which Ordinary Shareholders could expect to realise close to net  asset
value  for their Ordinary Shares. The Shares seldom change hands and the closing
mid-market price of the Ordinary Shares on 5 November 2009 (immediately prior to
the  announcement by the Company to The London Stock Exchange on 6 November 2009
("the  Announcement"))  stood  at  155p being  a  substantial  discount  to  the
unaudited net asset value as at 5 October 2009 of 334.4p

In  reaching a decision as to how to vote their shares, Shareholders are advised
to take into account the performance of the Company since 1973, when Mr Stirling
was  first  appointed  investment manager. At that  time  the  net  assets  were
approximately £61,000 (to which £54,519 was added by way of a rights  issue  two
years later, making approximately £115,500) and they have subsequently increased
to  over £4.5m as at 5th October, 2009, being the Company's half year end.  This
represents a gain of about 39 times the original value of the portfolio over  34
years,  which is an average of approximately 115% per annum over a  third  of  a

Shareholders may therefore consider that to liquidate the Company now  would  be
taking  a  short term view of the current circumstances, during  what  has  been
recently  a turbulent market, and that a longer term perspective, in  line  with
the   Company's  historic  and  successful  investment  policy,  would  be  more

Shareholders  should  therefore  consider  carefully  their  own  position  when
deciding whether  to approve the Proposals now being put to them.

The Proposal now being put to Shareholders for approval is that the Company will
be  placed  into  members' voluntary liquidation on 1 April 2010  and  that  Guy
Harrison of BN Jackson Norton be appointed liquidator of the Company. From  that
point  the  Liquidator  will take over the management of the  Company  from  the
Directors.  The  payment of fees to Mr Murray and Mr Oury will  cease  when  the
Liquidator  is appointed. I have waived my fees since 7 March 2009. No  payments
for loss of office will be made.

Under  the  Proposals,  the Company will be wound up by  means  of  a  voluntary
winding-up  in  accordance with its Articles and pursuant to the  provisions  of
section 84(1)(b) Insolvency Act 1986. The winding up of the Company will  become
effective immediately upon the passing of Resolution 1 to be proposed at the GM,
and  Resolution 2, which will only be proposed if Resolution 1 is  duly  passed,
will  give  the  Liquidator  the  authority to exercise  the  powers  under  the
Insolvency Act 1986 necessary to conduct the liquidation.

At  the close of business on 28 February 2010 (being the latest practicable date
prior  to  the  publication of the circular), the unaudited net  assets  of  the
Company  were £4.86 million and comprised £1.93 million in liquid assets,  £0.26
million  in illiquid investments and £2.67 million in cash. On liquidation,  the
Liquidator  will set aside sufficient liquid assets in the Liquidation  Fund  to
meet  the  Company's  liabilities, including the costs  of  the  Proposals.  Any
remaining  illiquid  assets will also be transferred to  the  Liquidation  Fund,
together  with a Retention that the Liquidator considers sufficient to meet  any
contingent  and unknown liabilities of the Company. This Retention is  currently
not expected to exceed £ 75,000.

The  expenses,  including VAT, incurred in relation to the Proposals  (including
all  printing  costs,  postage costs, professional advice and  the  Liquidator's
fees) are currently estimated to amount to £ 90,000 (equivalent to approximately
6.67p per Ordinary Share).

The  Liquidator intends to make an initial liquidation distribution as  soon  as
practicable after the Company is placed into liquidation. Assuming no change  in
the net asset value, the Board estimates that, after allowing for the provisions
detailed  above and the payment of the interim dividend referred to  below,  the
first cash distribution would be approximately 200 pence per Ordinary Share.

Resolution  3, which will also only be proposed if Resolution 1 is  duly  passed
and  the  Company  is  therefore  placed  into  liquidation,  will  approve  the
cancellation of the listing of the Company's shares on the Official List of  the
UK Listing Authority and cancellation of the admission to trading of such shares
on  the London Stock Exchange. Such cancellation would take effect no later than
31st March 2011.

The Board believes the foregoing is the most efficient and cost effective method
of  winding  up the Company. The Proposals set out in Resolutions 2  and  3  are
conditional on the passing of Resolution 1 at the General Meeting.

Interim Dividend
In  order to ensure the Company's continuing compliance with section 842 of  the
Income  and  Corporation Taxes Act 1988 and thus the retention of its investment
trust status for the period up to the date on which the Liquidator is appointed,
the  Board  intends  to declare an interim dividend which will  be  paid  on  or
shortly before 1 April 2010.

Dealings, settlement and cancellation of listing
The Register will be closed and the Ordinary Shares will be disabled in CREST at
the  close of business on 29 March 2010 and, to be valid, all transfers must  be
lodged before that time. The last day for trading in the Ordinary Shares on  the
London Stock Exchange for normal settlement (in order to enable settlement prior
to  the  Record  Date) will  be 24 March 2010. As from 25 March  2010,  dealings
should  be for cash settlement only and will be registered in the normal way  if
the transfer, accompanied by documents of title, is received by the Registrar by
5.00  p.m.  on  29  March 2010. The Record Date, being the date for  determining
which  Shareholders  are entitled to receive liquidation distributions,  is  the
close  of  business on 29 March 2010. Transfers received by the Registrar  after
that time and date will be returned to the person lodging them.

Dealings  in the Ordinary Shares on the London Stock Exchange will be  suspended
at  7.30a.m. on 1 April 2010 and, at the same time, the listing on the  Official
List  will be suspended. Shareholders should be aware that, should the Proposals
be  implemented, it is intended that the listing of the Ordinary Shares  on  the
Official List will be cancelled no later than 31 March 2011.

The  Liquidator intends to make an initial distribution to Shareholders as  soon
as  practicable after his appointment. The balance of the Liquidation Fund  will
be  distributed to Ordinary Shareholders after realising any remaining  illiquid
assets,  which may not be before March 2011, paying the costs of the liquidation
and  settling all tax and other liabilities of the Company. The exact timing  of
any further distributions will depend on the progress of the liquidation and the
receipt  by  the  Liquidator of confirmation from the tax authorities  that  the
Company has no outstanding tax liabilities.

Resolutions to be proposed at the General Meeting
The  Notice  incorporates the resolutions required to  be  put  to  the  General
Meeting  and  a  brief explanation of the purpose of each of the resolutions  is
given  below.  As the business of the GM includes a resolution to  wind  up  the
Company  holders  of Preference Shares are, pursuant to Article  4  (3)  of  the
Articles of Association of the Company, entitled to attend and vote at the GM.

Resolution 1

A  special resolution, requiring a 75% majority of those present in person or by
proxy  and  voting  for it to be passed, is required to place the  Company  into
liquidation  and  to  appoint liquidators in the case of  a  members'  voluntary

This  resolution  deals  with matters connected to the winding  up  and  certain
procedural  issues pertaining to the liquidation.  It is proposed as  a  special
resolution and comprises two parts.

Part  (a)  of  the  special resolution causes the Company to go  into  voluntary
liquidation and states the name of a qualified insolvency practitioner who  will
be  appointed as liquidator for the purposes of the liquidation of the  Company.
Mr Guy Harrison of Messrs BN Jackson Norton is proposed as the Liquidator of the

Part  (b) relates to the basis of the Liquidator's remuneration.  The Insolvency
Act  1986  requires  that  the  basis  of  the  remuneration  of  the  Company's
Liquidator(s) be approved by its shareholders.

In  the  event  that  this  resolution is not passed  at  the  General  Meeting,
resolutions  2  and 3 will not be put to the General Meeting. The  Company  will
continue  as  an  investment  trust  in its current  form  but  the  Board  will
reconsider its investment policy in the light of that decision.

Resolution 2

This  is  to be proposed as a special resolution.  The resolution is conditional
on  Resolution 1 being passed and confers on the Liquidator certain  authorities
required to enable him to carry out the duties anticipated in the course of  the
liquidation  including payment in priority to holders of Preference  Shares  (in
accordance  with  the  Company's  Articles  of  Association)  and  the  intended
transfer,  pro-rata to Ordinary Shareholders, of certain shareholdings currently
owned by the Company.

Proposed distribution in specie

It   is  intended  that,  following  the  payment  in  full  to  all  Preference
Shareholders,  the  Company's  holding  of  shares  in  SpaceandPeople  plc  and
Wheelsure  Holdings  plc  will not be sold in the market  but,  subject  to  the
comments   below,  distributed  to  Ordinary  Shareholders  pro-rata  to   their
shareholding in the Company by way of a distribution in specie.

With  regard  to the holding of shares in Wheelsure Holdings plc the  Board  has
suggested to the proposed Liquidator that those Shareholders who hold less  than
100  Ordinary  Shares  in the Company receive a cash alternative  instead  of  a
distribution in specie.  The cash alternative will be based on the bid value  of
each  of the Wheelsure Holdings plc  shares on the day immediately prior to  the
passing  of  the resolution to wind up the Company.  The holding  of  shares  in
SpaceandPeople  plc  will  be distributed to Ordinary Shareholders  pro-rata  to
their shareholdings in the Company on a 1:1 basis.

The  proposed  Liquidator has indicated that he believes this to be  a  sensible
option and that he is likely to adopt this proposal. The resolution is worded in
such a way as to enable him to do so.

Resolution 3

This  is  to  be  proposed  as a special resolution.  This  resolution  is  also
conditional upon the passing of Resolution 1 above.

In  conjunction  with  the  appointment of the Liquidator,  the  Board  is  also
proposing  that the Company suspends dealings of its securities  listed  on  the
London  Stock  Exchange  with effect from 7.30 a.m. 1 April  2010.  The  Company
intends to apply for cancellation at 8.00 a.m. on 31 March 2011 subject to  this
Resolution 3 being passed.


Declaration and payment of Interim Dividendon or before 1 April 2010
Latest time and date for receipt of Forms of Proxy10 a.m. on 30 March 2010

Register closes and Record Date for Shareholder entitlements
in respect of the liquidation    5.00 p.m. on 29 March 2010

Suspension of Ordinary Shares from trading on the London Stock
Exchange and suspension of the listing for the Ordinary Shares
on the Official List              7.30 a.m. on 1 April 2010

General Meeting                  10.00 a.m. on 1 April 2010

Expected first cash distribution to Shareholders         by 5 April 2010

Cancellation of Listing          8.00 a.m. on 31 March 2011

A   copy   of   the   Circular   can  be  found   on   the   Company's   website

Copies of the circular have also been delivered 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

10 March 2010                                                                              

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