Circ re.Voluntary Liquidation

RNS Number:6481P
Resources Investment Trust PLC
07 March 2008



                         RESOURCES INVESTMENT TRUST PLC
                                        
                                        
          PROPOSED VOLUNTARY WINDING-UP AND NOTICE OF GENERAL MEETING
                                        

The Board of Resources 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

Resources Investment Trust PLC was launched in early 2002 as a self-managed
investment trust with the objective of generating capital appreciation in the
medium to long term through investing in undervalued companies in the natural
resources sector.

At an extraordinary general meeting of the Company held on 3 October 2006 a
special resolution was passed by Shareholders which instructed the Directors to
take action to realise the Company's investments as soon as reasonably
practicable so as to put the Company in a position to return cash to
Shareholders by way of share buy-backs and/or the liquidation of the Company as
soon as reasonably practicable and modified the investment policies of the
Company accordingly. The Company's Articles were subsequently amended to require
that a general meeting of the Company be convened for a date not later than 31
March 2008 at which a special resolution should be proposed that the Company be
wound up voluntarily.

In accordance with the direction from Shareholders the Company has undertaken
three tender offers since January 2007. The tender offers have resulted in the
repurchase and cancellation of an aggregate of 20,033,889 of the Company's
ordinary 5p Shares and the return of more than �49 million to Shareholders.

The Proposals

It is proposed that the Company will be placed into members' voluntary
liquidation on 31 March 2008 and that Michael David Rollings and Vivienne
Elizabeth Oliver of Baker Tilly Restructuring and Recovery LLP be appointed
Liquidators of the Company. From that point the Liquidators will take over the
management of the Company from the Directors. The payment of fees to the
Directors will cease when the Liquidators are appointed and 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
General Meeting. Further details of the General Meeting are contained below and
in the notice of meeting contained in the Circular.

As at the close of business on 5 March 2008, (the latest practicable date prior
to the publication of this document) the unaudited net assets of the Company,
including current period revenue, were �4.5 million and comprised �3.5 million
in liquid assets, �700,000 in illiquid investments and �300,000 in cash. On
liquidation, the Liquidators will set aside sufficient liquid assets in a
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 Liquidators consider
sufficient to meet any contingent and unknown liabilities of the Company. This
Retention is currently expected not to exceed �100,000.

The expenses, including VAT, incurred in relation to the Proposals (including
all printing costs, postage costs, professional advice and the Liquidators'
charges) are currently estimated to amount to approximately �85,000 (equivalent
to approximately 6.7 pence per share).

The Liquidators intend to make an initial distribution as soon as practicable
after the Company is placed in 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
cash distribution would be approximately 270 pence per Share. The Company
publishes daily net asset values via a Regulatory Information Service.

Interim Dividend

In order to ensure th 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 Liquidators are
appointed, the Board intends to declare a second interim dividend on or shortly
before 31 March 2008.

Arrangements with the Company's service providers

Assuming the Proposals proceed, all arrangements with the Company's service
providers will be terminated upon the Company being placed into liquidation or
when any services being performed in connection with the Proposals have been
completed. No compensation is payable in connection with such terminations.

Dealings, settlement and cancellation of listing

The register will be closed and the Shares will be disabled in CREST at the
close of business on 28 March 2008 and, to be valid, all transfers must be
lodged before that time. The last day for trading in the Shares on the London
Stock Exchange for normal settlement (in order to enable settlement prior to the
Record Date) will be 25 March 2008. As from 26 March 2008, 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 28 March 2008. The Record Date, being the date for determining
which Shareholders are entitled to receive liquidation distributions, is the
close of business on 28 March 2008. Transfers received by the Registrar after
5.00 p.m. on 28 March 2008 will be returned to the person lodging them.

Dealings in Shares on the London Stock Exchange will be suspended at 5.00 p.m.
on 28 March 2008 and, at the same time, the listing on the Official List will be
suspended. Shareholders should be aware that, should the Proposals be
implemented, the listing of the Shares on the Official List will be cancelled
with effect from 31 March 2009.

The Liquidators intend to make the initial distribution to Shareholders on or
around 16 May 2008 or as soon as practicable thereafter. The balance of the
Liquidation Fund will be distributed to Shareholders after realising any
remaining assets, which may not be before March 2009, paying the costs of
liquidation and settling all tax and other liabilities of the Company. The
precise timing of any future distributions will depend upon the progress of the
liquidation and the receipt by the Liquidators of confirmation from the tax
authorities that the Company has no outstanding tax liabilities.

General Meeting

The implementation of the Proposals will require Shareholders to vote in favour
of the Resolutions at the General Meeting, which has been convened for 11 a.m.
on 31 March 2008. The notice convening the General Meeting is set in the
Circular. The General Meeting will be held at the offices of Martin Currie
Investment Management Limited, Saltire Court, 20 Castle Terrace, Edinburgh EH1
2ES. The Resolutions will require the approval of 75 per cent. or more of the
votes cast at the General Meeting, whether in person or by proxy. The Proposals
are conditional on the passing of Resolution 1 at the General Meeting.

All Shareholders are entitled to attend and vote at the General Meeting. In
accordance with the Articles, all Shareholders present in person or by proxy
shall, upon a show of hands, have one vote and, upon a poll, shall have one vote
in respect of every Share held. The quorum requirement for the General Meeting
is at least two Shareholders present in person or by proxy (or, in the case of a
corporation, by a duly appointed representative) and entitled to vote.

Effect of Resolutions not being passed

If the Resolutions are not passed at the General Meeting, the Company will
continue as an investment trust in its current form.

EXPECTED TIMETABLE

Declaration of Interim Dividend                                  On or before 31
                                                                      March 2008

Register closes and Record Date for Shareholder entitlements in  5.00 p.m. on 28
respect of the liquidation                                            March 2008

Suspension of Shares from trading on the London Stock Exchange   5.00 p.m. on 28
and suspension of the listing for the Shares on the Official          March 2008
List

Latest time and date for receipt of Forms of Proxy for use at      11 a.m. on 29
the General Meeting                                                   March 2008

General Meeting                                                    11 a.m. on 31
                                                                      March 2008
Payment of Interim Dividend                                        30 April 2008

Expected first cash distribution to Shareholders                 On or around 16
                                                                        May 2008

Cancellation of listing                                          7.30 a.m. on 31
                                                                      March 2009

7 March 2008



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