25 November 2009

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

LAPSE OF OFFER FOR RUGBY ESTATES INVESTMENT TRUST PLC
BY TERRA INVESTMENTS LIMITED
(ON BEHALF OF ITSELF AND THE OTHER JOINT OFFERORS)

Terra Catalyst Fund (AIM: TCF) today announces that the mandatory cash offer (the "Offer") by Terra Investments Limited ("TIL") for the share capital of Rugby Estates Investment Trust PLC ("Rugby") had not become or been declared unconditional as to acceptances by 1.00 p.m. on 24 November 2009, being the first closing date of the Offer, and accordingly the Offer has lapsed with immediate effect and is no longer capable of acceptance. All acceptances of the Offer received to date are void.

Commenting, Colin Kingsnorth of Laxey Partners Limited said:

"As we have pointed out, the 41p cash offer was a City Code requirement following our opportunistic purchase of a significant stake in Rugby. We note the level of acceptances and appreciate the support. We are keen to realise our investment in the most sensible and effective manner and believe that our interests are aligned with those of other shareholders. We agree with the board that the most likely strategy will either be a third party offer and/or merger, or an orderly realisation of assets.  We believe that the portfolio could be substantially realised within 12 months and that a strategy should be agreed upon before the end of January to deliver value in the most effective way possible for all shareholders." 

Level of acceptances

As at 1.00 p.m. on 24 November 2009, being the closing date of the Offer, valid acceptances of the Offer had been received in respect of a total of 5,069,377 Rugby Shares (representing approximately 8.60 per cent of the issued share capital of Rugby). No acceptances had been received from persons acting in concert with the Joint Offerors nor were any Rugby Shares subject to an irrevocable commitment or a letter of intent procured by the Joint Offerors or any of their respective associates.

Enquiries to:

Terra Catalyst Fund
Mike Haxby, Director
www.terracatalystfund.com Tel: +44 (0) 1624 690 900

Quintillion Limited
Eoghan McAteer Tel: + 353 (1) 523 8022

Fairfax I.S. PLC
James King / Gillian McCarthy Tel: +44 (0) 20 7598 5368

Holdings and dealings

The interests of the Joint Offerors in relevant securities of Rugby are as follows:

The interests of persons acting in concert (including connected advisers) with the Joint Offerors in relevant securities of Rugby are as follows:

The short positions held by persons acting in concert (including connected advisers) with the Joint Offerors in relevant securities of Rugby are as follows:

General

The directors of TIL and the Laxey Principals accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the directors of TIL and the Laxey Principals, the information contained in this Announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. Terms defined in the offer document from TIL (acting on its own behalf and those of the other Joint Offerors) dated 3 November 2009 (the "Offer Document") shall have the same meaning in this Announcement.

As the Offer has now lapsed, (i) in respect of Rugby Shares held in certificated form, share certificate(s) and/or other document(s) of title will be returned by post (or by such other method as the Panel may approve) by 8 December 2009, at the risk of the Rugby Shareholder concerned, to the person or agent whose name and address is set out in the relevant box of the Form of Acceptance or, if none is set out, to the first-named holder at his registered address. No such document will be sent to an address in a Restricted Jurisdiction; and (ii) in respect of Rugby Shares held in uncertificated form, Capita Registrars will shortly give TTE Instructions to Euroclear to transfer all Rugby Shares held in escrow balances and in relation to which it is the Escrow Agent for the purposes of the Offer to the original available balances of the Rugby Shareholders concerned, and the giving of such instructions will constitute a full discharge of the obligations of TIL to return such Rugby Shares.  

NOTE TO EDITORS

Terra Catalyst Fund

Terra Catalyst Fund is a closed-ended Cayman Islands registered, exempted company established to invest in listed property companies and funds in Europe, with the objective of seeking to identify undervalued securities and actively seeking to close the valuation gap between the value at which the security is trading and its intrinsic value.

RNS news service provided by Hemscott Group Limited.