THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO THE MEMBERS' VOLUNTARY WINDING-UP AND RECONSTRUCTION OF MITON INCOME OPPORTUNITIES TRUST PLC ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the action to be taken, you are recommended to seek immediately your own personal financial advice from an appropriately qualified independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Shares in Miton Income Opportunities Trust plc (the "Company"), you should pass this document, together with the accompanying documents (but not the accompanying personalised Forms of Proxy), as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be forwarded in or into the United States, Canada, Australia or Japan or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such other jurisdictions. Shareholders who are resident in, or citizens of, territories outside the United Kingdom should read the section headed "Overseas Shareholders" on in Part I of this document.

Cenkos Securities plc ("Cenkos"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and (save as disclosed below) for no-one else in connection with the Proposals. Save as disclosed below, Cenkos is not advising any other person or treating any other person as its client, including any recipient of this document, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos nor for providing advice in connection with the Proposals or any other matter referred to herein.

Cenkos is acting as sponsor to The Diverse Income Trust plc ("DIVI") in relation to the publication of the DIVI Prospectus and is advising DIVI in relation to the Proposals.

The definitions used in this document are set out in Part V of this document.

MITON INCOME OPPORTUNITIES TRUST PLC

(Incorporated in England and Wales with registered number 02974633 and registered as an investment company under Section 833 of the Companies Act 2006)

Recommended Reconstruction and Voluntary Winding-up Proposals and Notices of General Meetings

This document should be read in conjunction with the accompanying DIVI Prospectus relating to DIVI which has been prepared in accordance with the Prospectus Rules, approved by the Financial Conduct Authority in accordance with Section 84 of the Financial Services and Markets Act 2000, and made available to the public in accordance with the Prospectus Rules. In relation to DIVI this document is an advertisement and not a prospectus and does not constitute an offer of any securities for sale or subscription. Investors should not subscribe for any DIVI Ordinary Shares referred to in this document except on the basis of information provided in the DIVI Prospectus. A copy of the DIVI Prospectus is enclosed unless the recipient is a Restricted Shareholder.

The Proposals described in this document are conditional, among other things, on Shareholder approval. Notices of the First GM, to be held on 23 September 2013 at 9.30 a.m. and the Second GM, to be held on 30 September 2013 at 9.30 a.m., are set out at the end of this document. Shareholders are requested to return the Forms of Proxy accompanying this document for use at the General Meetings. To be valid, the Forms of Proxy should be completed, signed and returned in accordance with the instructions printed thereon to the Company's registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZR as soon as possible but in any event they must arrive no later than 9.30 a.m. on 19 September 2013 in respect of the First GM and 9.30 a.m. on 26 September 2013 in respect of the Second GM. Alternatively, Shareholders who hold their Shares in uncertificated form (i.e. in CREST), may vote using the CREST electronic voting service in accordance with the procedure set out in the CREST Manual (please also refer to accompanying notes for the notices of General Meetings set out at the end of this document). Recipients of this document who are the beneficial owners of Shares held through a savings scheme or through an ISA should follow the instructions provided by the relevant plan manager or consult the plan manager or their professional adviser if no instructions have been provided.

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company set out in Part I.

Expected Timetable	3
Part I Letter from the Chairman	4
Part II The Scheme	14
Part III Further information on The Diverse Income Trust plc	20
Part IV Additional Information	22
Part V Definitions	25
Notice of First General Meeting	29
Notice of Second General Meeting	32

EXPECTED TIMETABLE

	2013
Ex dividend date for the Dividend	11 September
Record date for the Dividend	6.00 p.m. on 13 September
Latest time and date for receipt of Forms of Proxy from Shareholders for First GM	9.30 a.m. on 19 September
First GM	9.30 a.m. on 23 September 2013
Dividend paid to Shareholders	25 September
Calculation Date	5.00 p.m. on 25 September
Latest time for receipt of Forms of Proxy from Shareholders for Second GM	9.30 a.m. on 26 September
Record Date, Register closed and Shares disabled in CREST	6.00 p.m. on 27 September
Suspension of listing of Shares	7.30 a.m. on 30 September
Second GM	9.30 a.m. on 30 September 2013
Winding-up Date and Transfer Agreement executed	30 September
Effective Date and Transfer Agreement implemented	30 September
CREST accounts credited with new DIVI Ordinary Shares	1 October
Certificates dispatched in respect of new DIVI Ordinary Shares	on or as soon as practicable after 1 October
Cancellation of listing of Shares	1 October

The times and dates set out in the expected timetable of events above and mentioned throughout this document may be adjusted by the Company, in which event details of the new times and dates will be notified, as requested, to the UK Listing Authority, the London Stock Exchange and, where appropriate, Shareholders.

All references to time in this document are to UK time.

PART I

LETTER FROM THE CHAIRMAN

MITON INCOME OPPORTUNITIES TRUST PLC

(Incorporated in England and Wales with registered number 02974633 as an investment company under Section 833 of the Companies Act 2006)

Tom Bartlam (Chairman) Beaufort House Rod Birkett 51 New North Road Peter Dicks Exeter EX4 4EP

Directors: Registered Office:

30 August 2013

Dear Shareholders

RECOMMENDED RECONSTRUCTION AND VOLUNTARY WINDING-UP PROPOSALS

Background to the Proposals

Shareholders will be aware that the Board announced on 15 February 2013 that it had agreed heads of terms with the board of directors of The Diverse Income Trust plc ("DIVI") (the "DIVI Board") in respect of a proposed merger between the Company and DIVI by way of a scheme of reconstruction of the Company under section 110 of the Insolvency Act 1986 (the "Scheme"), whereby the Company would be put into members' voluntary liquidation and Eligible Shareholders would be able to roll over their investment into DIVI.

As announced at the time, the details of the Scheme would be put forward to Shareholders shortly after 90 per cent. of the Company's portfolio of investments had been re-aligned so as to be consistent with the amended investment objective and policy of the Company approved by Shareholders at the general meeting of the Company held on 5 April 2013.

On 2 July 2013, the Company announced that the Company's portfolio had been re-aligned so as to be consistent with the amended investment objective and policy of the Company and that the Board and the DIVI Board had therefore agreed to proceed with the recommended Scheme on the terms set out in the announcement of 15 February 2013.

I am writing to provide you with details of the Proposals and to seek your approval for their implementation.

The Proposals

Under the Proposals, the Company will be wound up on 30 September 2013 by means of a members' voluntary liquidation and its net assets transferred to DIVI, which will act as the successor vehicle to the Company. In this way, Eligible Shareholders will be given a tax-efficient rollover of their entitlements. Eligible Shareholders will receive DIVI Ordinary Shares and DIVI will acquire the net assets of the Company.

DIVI is an investment trust which is managed by Miton Capital Partners Limited ("MCP"). Shareholders will be aware that MCP was appointed investment manager of the Company's portfolio with effect from 1 March 2013.

In order to consider and approve the Proposals, general meetings have been convened for 23 September 2013 (the "First GM") and 30 September 2013 (the "Second GM"). The purpose of this document is to provide you with further details of the Proposals and the reasons why the Directors recommend that you vote in favour of the Resolutions to be proposed at the General Meetings.

The Resolutions to be proposed at the General Meetings, on which all Shareholders may vote, are required in order to obtain certain Shareholder authorities in accordance with the Companies Act 2006, the Insolvency Act 1986 and the Listing Rules, as follows:

(i) at the First GM, amongst other things, to approve the terms of the Scheme set out in Part II of this document, to amend the Articles of Association to give effect to the Scheme and to authorise the Liquidators to enter into and give effect to the Transfer Agreement with DIVI, to distribute DIVI Ordinary Shares to Eligible Shareholders in accordance with the Scheme and to purchase the interests of any dissentients to the Scheme and to cancel the listing of the Shares, with effect from or as soon as possible after the Effective Date; and
(ii) at the Second GM, amongst other things, to appoint the Liquidators and to wind up the Company.

The Proposals are conditional, amongst other things, on Shareholder approvals being given at the First GM convened for 23 September 2013 and the Second GM convened for 30 September 2013 (or, in each case, at any adjournment of such Meeting). Notices of the First GM, to be held on 23 September 2013 at 9.30 a.m. and the Second GM, to be held on 30 September 2013 at 9.30 a.m., both at 1 Finsbury Circus, London EC2M 7SH, are set out at the end of this document.

Benefits of the Proposals

The Directors consider that the Proposals should have the following benefits for Shareholders as compared to their current position, or under a liquidation:

(i) they enable Eligible Shareholders to maintain their investment exposure through an investment trust with a similar investment objective and policy to that of the Company;
(ii) they enable Eligible Shareholders to roll over their investments into an investment trust with a strong performance track record in the UK small and mid-cap market sector;
(iii) investment in DIVI will provide Eligible Shareholders with a holding in a larger investment trust than the Company, with greater secondary market liquidity;
(iv) holders of DIVI Ordinary Shares may be able to redeem DIVI Ordinary Shares through the Annual Redemption Facility (further described below);
(v) Shareholders will not suffer the dealing costs that would be incurred on the full realisation of the Company's portfolio in the event of a simple winding-up;
(vi) Shareholders who may be subject to UK capital gains tax or corporation tax should be able to roll over their investment into DIVI and thereby continue to receive investment returns without triggering an immediate liability to UK capital gains tax or corporation tax; and
(vii) the use of a rollover vehicle will enable Shareholders to avoid dealing and other costs associated with a purchase of DIVI Ordinary Shares in the secondary market.

Shareholders who are in any doubt as to the contents of this document or as to the action to be taken should immediately seek their own personal financial advice from an appropriately qualified independent adviser authorised pursuant to the Financial Services and Markets Act 2000.

Conditions to the Scheme

The Scheme is conditional, among other things, upon:

(i) the passing of all Resolutions to be proposed at the First GM and the Second GM (or at any adjournments thereof) and upon any conditions of such Resolutions being fulfilled;
(ii) the passing of the DIVI Resolution;
(iii) the admission of the DIVI Ordinary Shares to be issued to Eligible Shareholders pursuant to the Scheme to listing on the premium segment of the Official List and to trading on the main market of the London Stock Exchange;
(iv) Gervais Williams of MCP continuing to be the lead portfolio manager responsible for the investment management of the portfolio of investments of DIVI;
(v) the provisions relating to the Annual Redemption Facility not having been removed from the DIVI Articles; and
(vi) the Directors resolving to proceed with the Scheme.

In the event that condition (ii), (iii), (iv), (v) or (vi) fails to be satisfied, the Second GM will be adjourned indefinitely and the Scheme will lapse.

The Diverse Income Trust PLC

DIVI is a closed-ended investment company incorporated in England and Wales on 30 March 2011 with an investment objective of providing its shareholders with an attractive level of dividends coupled with capital growth over the long-term. DIVI carries on business as an investment trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010.

As at the Latest Practicable Date, DIVI had unaudited net assets of approximately £145 million (69.6 pence per DIVI Ordinary Share) and a market capitalisation of approximately £150 million.

In the period from admission of the DIVI Ordinary Shares to the premium segment of the Official List on 28 April 2011 ("DIVI Admission") to the Latest Practicable Date, the price per DIVI Ordinary Share has increased by 44.0 per cent. with a net asset value total return of approximately 42.9 per cent., outperforming the FTSE All-Share Index and ranking the Company as the top performing company in the UK Income and Growth sector over that period on a net asset value total return basis. Over the same period, the DIVI Ordinary Shares have traded at an average premium to net asset value of 2.28 per cent.

As at the Latest Practicable Date, the DIVI Ordinary Shares traded at a premium to the prevailing cum income net asset value of 3.4 per cent. as compared to an average premium for the UK Income and Growth sector of 1.6 per cent.

Please refer to Part III of this document for further details on DIVI.

Mechanics of the Scheme

If the Scheme is to be implemented, MCP, together with the Administrator, will upon the Calculation Date calculate the total assets of the Company as being the aggregate value thereof as valued in accordance with the provisions detailed in Part II of this document (the "Total Assets"). The calculation will be reviewed by Ernst & Young LLP, the independent accountants appointed by the Company. On the Calculation Date, MCP, in consultation with the Liquidators, will procure that the Company finalises the division of the Total Assets and appropriate them to two separate and distinct funds:

(i) The Liquidation Fund

There will be appropriated to the Liquidation Fund such cash of the Company of a value which is estimated by the Liquidators to be sufficient to meet the current and future, actual and contingent liabilities of the Company (further details are provided in Part II of this document); and

(ii) The Rollover Fund

There will then be appropriated to the Rollover Fund such assets, cash and other rights of the Company from the remaining assets of the Company after the appropriation referred to in (i) above to the Liquidation Fund. The amount appropriated to the Rollover Fund will amount to the aggregate "Total FAV" of all the Shares.

On or before the Effective Date, the Liquidators will deliver to DIVI and MCP (in its capacity as the manager of DIVI) particulars of the assets proposed to be comprised in the Rollover Fund together with a schedule certified by the Registrar of the names and addresses of each of, and the number of Shares held by, the Eligible Shareholders as shown on the Register who will participate in the Scheme.

On the Winding-up Date, or as soon as practicable thereafter, the Liquidators will enter into, and will procure that the Company enters into, the Transfer Agreement (subject to such modifications as may be agreed by the parties thereto) with DIVI whereby the Liquidators will procure the transfer of the assets in the Rollover Fund to DIVI (or its nominee) in exchange for the allotment of DIVI Ordinary Shares to the Liquidators as nominees for the Eligible Shareholders. Further details regarding the Transfer Agreement are set out in paragraph 2 of Part IV of this document.

The Liquidation Fund will be applied by the Liquidators in discharging all current and future actual and contingent liabilities of the Company and if there will be any balance remaining after discharging such liabilities, the Liquidators will in due course pay the same to Shareholders on the Register on the Winding-up Date pro-rata to their respective holdings of Shares, provided that if any such amount payable to any Shareholder is less than £5.00, it will not be paid to such Shareholders but will be aggregated and paid by the Liquidators to DIVI. The Liquidators will also be entitled to make interim payments to Shareholders in proportion to their holdings of Shares. For these purposes, any Shares held by Dissenting Shareholders will be ignored.

Issue of DIVI Ordinary Shares

The number of DIVI Ordinary Shares to be issued to the Liquidators pursuant to the Scheme (as nominees for the Eligible Shareholders) will be calculated by reference to the DIVI FAV per Share and the MIOT FAV per Share.

Each Eligible Shareholder will be entitled to such number of DIVI Ordinary Shares as have (at the DIVI FAV per Share) an aggregate value equal to the Total FAV of such Eligible Shareholder's holding of Shares (i.e. the MIOT FAV per Share multiplied by the number of Shares held by such Eligible Shareholder) as at the Calculation Date, provided that the number of DIVI Ordinary Shares to be issued to Shareholders will be rounded down to the nearest whole number and fractional entitlements will not be issued.

The DIVI FAV per Share will be calculated at a 2.5 per cent. premium to the net asset value of a DIVI Ordinary Share at the Calculation Date (calculated on a cum-income, debt at fair value, pre-costs of the Scheme basis and adjusted to take into account any dividends declared, but not paid, prior to the Effective Date by DIVI to holders of DIVI Ordinary Shares). The MIOT FAV per Share will be calculated at the net asset value of a Share (calculated with any debt at fair value) as at the Calculation Date and adjusted by deducting the value of the cash and other assets of the Company comprising the Liquidation Fund.

The DIVI FAV per Share and the MIOT FAV per Share will be calculated as at 5.00 p.m. on the Calculation Date using each company's respective accounting policies, which are substantially the same. Investments which are listed, quoted or traded on a recognised stock exchange will be valued by reference to the bid price on the principal stock exchange on which the relevant investment is listed, quoted or dealt. For details regarding the valuation of investments, please refer to paragraph 5 of Part II of this document.

The number of DIVI Ordinary Shares to be issued pursuant to the Scheme, the DIVI FAV per Share and the MIOT FAV per Share will be announced through the Regulatory Information Service as soon as practicable following the Calculation Date.

The DIVI Ordinary Shares to be issued to Eligible Shareholders pursuant to the Proposals will rank pari passu with the existing DIVI Ordinary Shares already in issue except that Eligible Shareholders are not entitled to any dividend in respect of DIVI Ordinary Shares declared by DIVI prior to the Effective Date (even if such dividend is to be paid on a date that is after the Effective Date, when Eligible Shareholders will have received DIVI Ordinary Shares pursuant to the Scheme).

For illustrative purposes only, had the Calculation Date been the Latest Practicable Date, the MIOT FAV per Share and DIVI FAV per Share would have been 505.92 pence and 71.37 pence, respectively. The Proposals would have resulted in the issue of 113,944,990 DIVI Ordinary Shares to Eligible Shareholders, representing approximately 35.3 per cent. of the issued ordinary share capital of the enlarged DIVI.

Shareholders should note that the illustrative entitlements above do not take into account the payment by the Company of the special dividend of 10.06 pence per Share which will be paid to Shareholders prior to implementation of the Scheme (see further below) nor DIVI's first interim dividend for the period ending 31 August 2013 which is expected to be declared on or around 17 September 2013.

For details of the Scheme, please refer to Part II of this document.

Special Dividend

The Directors have declared a special dividend of 10.06 pence per Share (the "Dividend") and Shareholders who are on the Register as at 6.00 p.m. on 13 September 2013 will be entitled to receive such dividend, subject to the passing of the Resolutions at the First GM. The Dividend represents the entirety of the Company's revenue reserves as at 31 July 2013. The Dividend will be paid prior to the implementation of the Scheme and by no later than 25 September 2013. The ex-dividend date will be 11 September 2013.

It is not anticipated that there will be further dividends paid in relation to the current financial period or for the period up to the liquidation of the Company.

DIVI Annual Redemption Facility

Whilst Shareholders will not be offered an immediate cash exit under the Scheme, the DIVI Articles confer upon the holders of DIVI Ordinary Shares the right to request the redemption of all or any of their DIVI Ordinary Shares on any Redemption Point (the "Annual Redemption Facility"). The next Redemption Point is expected to occur on 30 May 2014. Therefore, Eligible Shareholders receiving DIVI Ordinary Shares pursuant to the Scheme will have the right to request the redemption of all or any of their DIVI Ordinary Shares at the next Redemption Point in May 2014.

The DIVI Board will have absolute discretion to operate the Annual Redemption Facility on any given Redemption Point and to accept or decline in whole or part any request for redemption. Whilst it is not expected that the DIVI Board would generally exercise this discretion, holders of DIVI Ordinary Shares should place no reliance on the DIVI Board exercising its discretion to permit a request for redemption in any particular case. The DIVI Board's determination as to whether to permit or decline a request for redemption (in whole or in part), together with their reasoning for their decision, will be documented. In the event that the DIVI Board declines a request for redemption for a particular Redemption Point, the DIVI Board will be permitted to propose an additional Redemption Point at its absolute discretion.

The DIVI Ordinary Shares may only be redeemed or purchased by DIVI out of distributable reserves or the proceeds of a fresh issue of shares made for that purpose. In order to maintain its status as an investment trust, in accordance with regulation 19 of the Investment Trust (Approved Company) (Tax) Regulations 2011, DIVI must retain not more than 15 per cent. of the income it receives in an accounting period and accordingly to the extent such income is required to be distributed by way of dividend it will not be available to fund redemptions or repurchases of the DIVI Ordinary Shares.

The DIVI Board has the absolute discretion to elect to calculate the Redemption Price applying on any Redemption Point on either of the following bases:

(i) Redemption Price calculated by reference to dealing value per DIVI Ordinary Share:

The Redemption Price will be equal to the dealing value per DIVI Ordinary Share calculated as at the close of business on the Business Day immediately preceding the relevant Redemption Point; the "dealing value" is to be calculated in accordance with the valuation methods set out in detail in Part V of the enclosed DIVI Prospectus; or

(ii) Redemption Price calculated by reference to a separate Redemption Pool:

The DIVI Board may elect to calculate the Redemption Price by reference to the amount generated upon the realisation of a Redemption Pool created for the purpose of funding the redemption.

DIVI may, prior to a Redemption Point, in its sole discretion, invite investors to purchase DIVI Ordinary Shares which are the subject of requests for redemption. The price at which such transfers will be made will not be less than the Redemption Price which the holder of DIVI Ordinary Shares requesting a redemption would have received if the Redemption Price had been determined by reference to the dealing value per DIVI Ordinary Share applicable on the relevant Redemption Point. In circumstances where there are investors willing to acquire the DIVI Ordinary Shares as referred to in this paragraph, such DIVI Ordinary Shares will not be redeemed by DIVI but instead will be transferred to the incoming investors with effect from the relevant Redemption Point.

At the most recent Redemption Point of 31 May 2013, 0.02 per cent. of the DIVI Ordinary Shares then in issue were submitted for redemption. Investors were found for such DIVI Ordinary Shares and, accordingly, such shares were not redeemed by DIVI.

Appointment of the Chairman to the DIVI Board

It is proposed that, subject to the Scheme being approved, I be appointed as a non-executive director of DIVI with effect from the Effective Date.

As a director of DIVI, I will be subject to the DIVI Articles and the terms of my letter of appointment. I will be entitled to an annual director's fee of £25,000, which is the usual annual fee payable to nonexecutive directors of DIVI (other than the chairman), and will be entitled to costs and expenses reasonably incurred by me in connection with the performance of my duties as a director of DIVI. I will not be eligible for any bonuses, share options or long-term incentive schemes or other performance-related or pension benefits. I will be subject to re-election at the annual general meeting of DIVI to held in October 2014, and I will be subject to annual re-election thereafter. Compensation will not be made upon any early termination of my appointment.

Risk Factors relating to the Proposals

The risks referred to below are the material risks known to the Directors at the date of this document which the Directors believe Shareholders should consider prior to deciding how to cast their votes on the Resolutions to be proposed at the General Meetings. Any investment in DIVI (pursuant to the Scheme or otherwise) will be governed by the DIVI Prospectus and the DIVI Articles. Shareholders are strongly urged to read the section containing the risk factors in the DIVI Prospectus which is enclosed with this document. If Shareholders are in any doubt as to the contents of this document or as to what action to take, they should immediately seek their own personal financial advice from an appropriately qualified independent adviser authorised pursuant to FSMA.

Conditionality of the Proposals

Implementation of the Proposals is conditional, among other things, upon the Resolutions being passed at the General Meetings and on the DIVI Resolution being passed by the shareholders of DIVI. In the event that any of the Resolutions to be proposed at the General Meetings are not passed, or the DIVI Resolution is not passed, or any other condition of the Proposals is not met, the Proposals will not be implemented and the Company will be required to meet its own costs. The Board may then have to consider alternative proposals for the future of the Company, the implementation of which will result in additional costs being incurred.

Risks associated with DIVI

An investment in DIVI will involve exposure to those risks normally associated with investment in stocks and shares. As such, the price of the DIVI Ordinary Shares can go down as well as up and an investor may not get back the full amount invested in DIVI. There is no assurance that the investment objective of DIVI will actually be achieved or provide the returns sought by DIVI. The market price of the DIVI Ordinary Shares may not fully reflect their underlying asset value (if any). DIVI Ordinary Shares should generally be regarded as a long-term investment and, therefore, may not be suitable as a short-term investment.

Shareholders are strongly urged to read the section containing the risk factors in the DIVI Prospectus which is enclosed with this document.

DIVI Ordinary Shares

Discounts

The price of shares in an investment trust is determined by the interaction of supply and demand for such shares in the market as well as the net asset value per share. The share price can therefore fluctuate and may represent a discount or premium to the net asset value per DIVI Ordinary Share. This discount or premium is itself variable as conditions for supply and demand for DIVI Ordinary Shares change. This can mean that the DIVI Ordinary Share price can fall when the net asset value per share rises, or vice versa.

Liquidity

DIVI is a closed-ended vehicle. Accordingly, Shareholders will have no right to have their DIVI Ordinary Shares repurchased by DIVI at any time. Although DIVI has put in place the Annual Redemption Facility (described in Part I of this document), the directors of DIVI retain the absolute discretion to operate the Annual Redemption Facility and may accept or decline in whole or in part any redemption requests made. Moreover, Redemption Points occur only once annually, so there is only a small window each year for requesting the redemption of DIVI Ordinary Shares by DIVI. Shareholders wishing to realise their investment in DIVI may therefore be required to dispose of their DIVI Ordinary Shares in the market. Market liquidity in the shares of investment trusts is frequently inferior to the market liquidity in shares issued by larger companies traded on the London Stock Exchange. There can be no guarantee that a liquid market in the DIVI Ordinary Shares will exist or be maintained. Accordingly, Shareholders may be unable to realise their DIVI Ordinary Shares at the quoted market price (or at the prevailing net asset value per DIVI Ordinary Share).

Dividends

Whilst DIVI's investment objective is to provide its shareholders with an attractive level of dividends coupled with capital growth over the long term, DIVI may only pay dividends to the extent that it has distributable profits available for that purpose. As an investment trust, DIVI is required to distribute sufficient net income to ensure that it retains no more than 15 per cent. of its total income.

Valuation

For the purposes of the Proposals, and in order to establish the basis upon which the Company's net assets will be transferred to DIVI, the assets of the Company and DIVI will be valued at the Calculation Date. Although the relevant proportion of the Company's assets will not be transferred to DIVI until the Effective Date, the number of DIVI Ordinary Shares to which Eligible Shareholders will be entitled will be fixed as at the Calculation Date, and will not reflect positive or negative movements in the interim period.

Taxation

Representations in this document concerning the taxation of Shareholders are based on current UK tax law and published practice, which are subject to change (potentially with retrospective effect). The information in this document relating to taxation law and practice is given by way of general summary and does not constitute legal or tax advice to Shareholders. The Board has been advised that the Scheme should be treated as a scheme of reconstruction for the purposes of UK taxation of capital gains.

The Directors have been advised that the manner in which it is proposed to carry out the Company's liquidation and to implement the Proposals is such that the Company should maintain approval as an investment trust for the accounting period which includes the date on which the Company's assets are transferred and sold to DIVI pursuant to the Transfer Agreement and, accordingly, the transfer and sale of those assets under the Proposals should not give rise to a liability to UK corporation tax on chargeable gains for the Company. However, there can be no absolute assurance that investment trust status will be preserved. In the absence of such status in any accounting period the Company would be liable to pay UK corporation tax on its chargeable gains in that period.

Overseas Shareholders

The terms of the Proposals, as they relate to Overseas Shareholders, may be affected by laws of the relevant jurisdiction. Overseas Shareholders should inform themselves about, and observe, any applicable legal requirements.

It is the responsibility of Overseas Shareholders to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Proposals, including the obtaining of any governmental or other consents which may be required, compliance with necessary formalities and the payment of any issue, transfer or other taxes due to such jurisdiction.

Any DIVI Ordinary Shares allotted to the Liquidators and which would otherwise be issued to a Restricted Shareholder pursuant to the Scheme will be issued to a market maker who will sell such DIVI Ordinary Shares promptly at the best price obtainable, in circumstances in which the Liquidators and/or DIVI acting reasonably consider that any such issue of DIVI Ordinary Shares to those Shareholders would or may involve a breach of the securities laws or regulations of any jurisdiction, or if the Liquidators and/or DIVI reasonably believe that the same may violate any applicable legal or regulatory requirements or may require DIVI to become subject to additional regulatory requirements (to which it would not be subject but for such issue) and the Liquidators and/or DIVI, as the case may be, have not been provided with evidence reasonably satisfactory to them that the relevant Restricted Shareholders are permitted to hold DIVI Ordinary Shares under any relevant securities laws or regulations of such overseas jurisdictions (or that DIVI would not be subject to any additional regulatory requirements to which it would not be subject but for such issue). The proceeds of such sales will be paid to relevant Restricted Shareholders entitled to them within 10 Business Days of the date of sale, save that entitlements of less than £5.00 per Restricted Shareholder will be retained by DIVI for its own account.

Those Shareholders with a registered address in the United States, Canada, Australia or Japan should note that they are not meant to receive this document relating to the Proposals, and will receive cash in the Company' liquidation.

Shareholders should consult their tax advisers as to the tax effect of the Proposals on them.

Taxation

You are advised to read carefully the section headed "Taxation" in paragraph 1 of Part IV of this document which sets out a general guide to certain aspects of current UK Taxation law and HMRC published practice. You are strongly advised to consult an independent professional adviser immediately if you are in any doubt as to your circumstances.

Costs of the Proposals

The Company will bear its own costs and expenses incurred in connection with the Proposals, subject to a contribution of £50,000 by MCP if the Scheme becomes effective. Any stamp duty liability in respect of the transfer of certain assets to DIVI (as described in paragraph 1 of Part IV of this document) will be borne by DIVI.

All costs payable by the Company in connection with the implementation of the Proposals (after the deduction of the £50,000 contribution by MCP) are not expected to exceed £390,000 (including VAT, where applicable). This is approximately 0.47 per cent. of the Company's net assets as at close of business on the Latest Practicable Date.

Irrevocable Undertaking and Letter of Intent

As announced on 15 February 2013, M&G Investment Management Limited, acting as the appointed investment manager and agent on behalf of The Prudential Assurance Company Limited, which currently holds 6,570,597 Shares (representing 40.9 per cent. of the issued Share capital of the Company), has given the Company an irrevocable undertaking to vote (or procure to vote) in favour of the Proposals in respect of the Shares held by it.

Separately, AXA Investment Managers UK Limited, as agent acting on behalf of its underlying clients, who currently hold 2,302,805 Shares in aggregate (representing 14.3 per cent. of the issued Share capital of the Company), has given the Company a non-binding letter of intent to vote in favour of the Proposals in respect of the above-mentioned Shares.

General Meetings

The implementation of the Proposals will require two General Meetings of the Company which have been convened for 23 September 2013 (the First GM) and 30 September 2013 (the Second GM). The notices convening the General Meetings are set out at the end of this document. The General Meetings will be held at 1 Finsbury Circus, London EC2M 7SH.

All Shareholders are entitled to attend and vote at the First GM and the Second GM.

The Resolutions to be proposed at the General Meetings will, if passed, approve the Scheme and put the Company into liquidation, as further described below.

At the First GM Resolutions will be proposed which, if passed, will:

(i) amend the Articles of Association in order to implement the Scheme, make provision for the issue of the relevant numbers of DIVI Ordinary Shares to Eligible Shareholders on a winding-up of the Company, require the Second GM to be convened and introduce weighted voting rights for the winding-up Resolution at the Second GM. The introduction of weighted voting rights for the winding-up Resolution at the Second GM will ensure that the Scheme, as approved by Shareholders at the First GM, will take effect;
(ii) authorise the implementation of the Scheme by the Liquidators, including the entry into the Transfer Agreement by the Liquidators, the allotment of the relevant number of DIVI Ordinary Shares by DIVI to the Liquidators who will renounce such relevant number of DIVI Ordinary Shares in favour of Eligible Shareholders and authorise the Liquidators to purchase the interests of Dissenting Shareholders; and
(iii) to cancel the listing of the Company's Shares, with effect from or as soon as possible after the Effective Date, or such other date as the Liquidators will determine.

If the Scheme is not approved by Shareholders at the First GM the Proposals will be abandoned. In this event, the Board will consider alternative proposals for the future of the Company, the implementation of which will result in additional costs being incurred.

At the Second GM, a special Resolution will be proposed which, if passed, will place the Company into liquidation, appoint the proposed Liquidators and agree the basis of their remuneration, instruct the Company Secretary to hold the books to the Liquidators' order, and provide the Liquidators with appropriate powers to carry into effect the amendments to the Articles of Association made at the First GM. The Resolutions to be proposed at the Second GM are conditional upon the Directors resolving to proceed with the Scheme.

The special Resolutions will require the approval of 75 per cent. or more of the votes cast at the Meeting, whether in person or by proxy.

Action to be taken

Shareholders are urged to vote in favour of all of the Resolutions to be proposed at the General Meetings of the Company referred to above.

Whether or not you intend to attend the relevant General Meetings, you should complete and return the Forms of Proxy to the address set out thereon so as to arrive not later than 9.30 a.m. on 19 September 2013 in respect of the First GM and 9.30 a.m. on 26 September 2013 in respect of the Second GM (or, in each case, any adjournment of such General Meeting).

Completion and return of the relevant Forms of Proxy will not prevent Shareholders from attending and voting in person at the General Meetings, should they wish to do so.

Alternatively, if you hold your Shares in uncertificated form (i.e. in CREST) you may vote using the CREST electronic voting service in accordance with the procedures set out in the CREST Manual (please also refer to accompanying notes for the notices of the Meetings set out at the end of this document). Proxies submitted via CREST for the Meetings must be transmitted so as to be received by Equiniti Limited by no later than 48 hours (excluding business days) before the time of the Meeting or (as the case may be) the adjourned Meeting.

Recipients of this document who are the beneficial owners of Shares held through a savings scheme or through an ISA should follow the instructions provided by the relevant plan manager or consult the plan manager or their professional adviser if no instructions have been provided.

If you are in any doubt as to your tax position, or if you may be subject to taxation in a jurisdiction other than the UK, you are recommended to seek immediately your own personal tax advice from an independent professional adviser.

Under Section 111(2) of the Insolvency Act 1986 any Shareholder who does not vote in favour of the Resolutions to approve the Scheme to be proposed at the First GM may express his dissent in writing to the Liquidators (such Shareholder being a "Dissenting Shareholder"). The purchase price for such Dissenting Shareholders' Shares will not exceed that which the Dissenting Shareholder(s) would receive on a straightforward winding-up of the Company and will only be paid once all liabilities have been settled in the liquidation.

Recommendation

The Board, which has received financial advice from Cenkos, is unanimously of the opinion that the Proposals set out in this document are in the best interests of Shareholders as a whole. In advising the Board, Cenkos has taken into account the Board's commercial assessments of the Proposals. Accordingly, the Board unanimously recommends that Shareholders vote in favour of all of the Resolutions to be proposed at the General Meetings of the Company and that they complete and return their Forms of Proxy accordingly, whether or not they intend to attend the General Meetings.

The Directors intend to vote in favour, where possible, of all of the Resolutions to be proposed at the General Meetings in respect of their beneficial holdings amounting, in aggregate, to 38,000 Shares representing less than 0.24 per cent. of the Shares in issue in the Company.

Yours sincerely

Tom Bartlam Chairman

PART II

THE SCHEME

The definitions set out in Part V of this document have the same meanings in this Scheme.

1 Total Assets

1.1 Subject to the Resolutions contained in the notice of the First GM being passed at such meeting, or at any adjournment thereof, and becoming unconditional, upon the Calculation Date, or as soon as possible thereafter, MCP and the Administrator, will calculate the total assets of the Company (the "Total Assets") as being the aggregate value thereof as valued in accordance with paragraph 5.1 below as at the close of business on the Calculation Date. The calculation will be reviewed by an independent accountant appointed by the Company.
1.2 The rights of the Shares following the passing of such Resolutions will be the rights as set out in Article 8A to be inserted in the Articles of Association of the Company pursuant to the first Resolution contained in the notice of the First GM and references to Shareholders will be construed accordingly.

2 Apportionment of the Company's Total Assets

2.1 On the Calculation Date, or as soon as practicable thereafter, MCP and the Administrator, in consultation with the Liquidators, will procure that the Company finalises the division of the Total Assets and appropriates them to two separate and distinct funds, the Liquidation Fund and the Rollover Fund, as provided for and in the order specified below:
2.1.1 There will be appropriated to the Liquidation Fund such cash of the Company of a value (being determined in accordance with paragraph 5.1 below) which is estimated by the Liquidators to be sufficient to meet the current and future, actual and contingent liabilities of the Company including (without prejudice to the generality of the foregoing and save to the extent that the same have already been paid or already deducted in calculating Total Assets):
- (i) the costs and expenses:
- (a) incurred and to be incurred by the Company and the Liquidators in formulating, preparing and implementing the Proposals and the Scheme and in preparing this document and all associated documents; and
- (b) of the Liquidators to be incurred in implementing the Scheme,

in each case as not otherwise paid prior to the liquidation;

(ii) the costs and expenses incurred and to be incurred by the Company and the Liquidators in preparing and implementing the Transfer Agreement;
(iii) the costs of purchasing (or making provision for the purchase of) the interest of any Shareholders who have validly exercised their rights under Section 111(2) of the Insolvency Act 1986;
(iv) the costs and expenses of liquidating the Company (which includes the costs and expenses in relation to the Liquidators maintaining the Company in liquidation until the date of final dissolution of the Company), including the fees and expenses of the Liquidators and the Registrar;
(v) any costs associated with any realisation of the Company's assets;
(vi) any tax and contingent liabilities of the Company;
(vii) any debtors and contingent assets that are not expected to be recovered or refunded within nine months from the Winding-up Date, provided that such debtors or contingent assets shall be written down to a nominal value of £1.00 each within the Liquidation Fund;
(viii) any other amounts considered by the Liquidators to be appropriate to provide for any unknown and unascertained liabilities including other costs, expenses or liabilities of the Company or contingencies, currently expected to amount to approximately £50,000; and

in each cash including any VAT (where applicable) in respect thereof.

2.1.2 There will then be appropriated to the Rollover Fund such assets, cash and other rights of the Company (including dividends and interest due but not paid to the Company at the Calculation Date and including, for the avoidance of doubt, any debtors or contingent assets that are expected to be recovered or refunded within nine months of the Winding-up Date) from the remaining assets of the Company after the appropriation referred to in sub-paragraph 2.1.1 above to the Liquidation Fund. The amount appropriated to the Rollover Fund will amount to the aggregate Total FAV of all the Shares.
2.2 On or before the Effective Date, the Liquidators will deliver to DIVI and MCP (in its capacity as the manager of DIVI) particulars of the assets proposed to be comprised in the Rollover Fund together with a schedule certified by the Company's Registrar of the names and addresses of each of, and the number of Shares held by, the Eligible Shareholders as shown on the Register who will participate in the Scheme.
2.3 In advance of the Effective Date MCP will afford DIVI (or its agents, including MCP) a reasonable opportunity prior to the Transfer Date to satisfy themselves that the securities and other assets intended to form part of the Rollover Fund can be accepted by DIVI without infringing the investment objective and policy of DIVI and, in particular, so as not to cause infringement of the investment objective, policy or restrictions in the DIVI Prospectus.
2.4 On the Winding-up Date, or as soon as practicable thereafter, the Liquidators will enter into, and will procure that the Company enters into, the Transfer Agreement (subject to such modifications as may be agreed between the parties thereto) with DIVI whereby the Liquidators will procure the transfer of the assets in the Rollover Fund to DIVI (or its nominee) in exchange for the allotment of DIVI Ordinary Shares to the Liquidators as nominees for the Eligible Shareholders as provided in paragraphs 4.1 and 4.2 below.

3 Application of the Liquidation Fund

3.1 The Liquidation Fund will be applied by the Liquidators in discharging all current and future, actual and contingent liabilities of the Company (including those referred to in sub-paragraph 2.1.1 above) and, if there will be any balance remaining after discharging such liabilities, the Liquidators will in due course, subject to paragraph 3.2 below, pay the same to Shareholders on the Register on the Winding-up Date, pro-rata to their respective holdings of Shares, provided further that if any such amount payable to any Shareholder is less than £5.00, it will not be paid to such Shareholder but will be paid by the Liquidators to DIVI. The Liquidators will also be entitled to make interim payments to Shareholders in proportion to their holdings of Shares. For these purposes, any Shares held by Dissenting Shareholders will be ignored.
3.2 For the avoidance of doubt any future receipts of income and capital, excluding those assets included in the Rollover Fund, following the Winding-up Date will, subject to the costs of the liquidation, be distributed to Shareholders pro-rata to their holdings of Shares, provided that if any such amount payable to any Shareholder is less than £5.00, it will not be paid to such Shareholder but will be paid by the Liquidators to DIVI.

3.3 The Liquidators shall have discretion to close the liquidation of the Company following the expiry of the period of nine months from the Winding-up Date notwithstanding that (i) all or any proportion of the debtors or contingent assets, including recoveries or refunds of withholding or other taxes, referred to at paragraph 2.1.1(vii) above have not been recovered or refunded or (ii) all or any other payments due under the Scheme have not been received by the Company.

4 Entitlements under the Scheme

4.1 Subject to the provisions of paragraph 4.2 below, the issue of DIVI Ordinary Shares pursuant to the allotment referred to in paragraph 2.4 above will be made to or on behalf of holders of Shares on the basis that each Eligible Shareholder will be entitled to such number of DIVI Ordinary Shares as have (at the DIVI FAV per Share) an aggregate value equal to the Total FAV of such Eligible Shareholder's holding of Shares (as at the Calculation Date), provided that the number of DIVI Ordinary Shares to be issued to Shareholders will be rounded down to the nearest whole number and fractional entitlements will not be issued.
4.2 The DIVI Ordinary Shares referred in paragraph 4.1 above will be allotted to the Liquidators, as nominees for Eligible Shareholders, as soon as practicable after the delivery to DIVI of the particulars referred to in paragraph 2.2 above, whereupon the Liquidators will renounce the allotments of DIVI Ordinary Shares in favour of Shareholders entitled to them in accordance with the Scheme. On such renunciation, DIVI will issue the DIVI Ordinary Shares to the Shareholders entitled thereto. The registrar of DIVI will arrange for the dispatch of certificates in relation to such DIVI Ordinary Shares to the Shareholders entitled to them at their respective addresses appearing in the Register (and, in the case of joint holders, to the address of the first named) or, in the case of Shareholders previously holding uncertificated Shares, DIVI's registrar will procure that Euroclear UK & Ireland Limited is instructed to credit the appropriate stock accounts in CREST of such Shareholders with such Shareholders' respective entitlements to DIVI Ordinary Shares in each case at the risk of the person entitled thereto. DIVI will be entitled to assume that all information contained in the Register is correct and to utilise the same in procuring the registration of the relevant DIVI Ordinary Shares issued pursuant to this Scheme.
4.3 Any DIVI Ordinary Shares allotted to the Liquidators and which would otherwise be issued to a Restricted Shareholder pursuant to the Scheme will be issued to a market maker who will sell such DIVI Ordinary Shares promptly at the best price obtainable, in circumstances in which the Liquidators and/or DIVI acting reasonably consider that any such issue of DIVI Ordinary Shares to those Shareholders would or may involve a breach of the securities laws or regulations of any jurisdiction, or if the Liquidators and/or DIVI reasonably believe that the same may violate any applicable legal or regulatory requirements or may require DIVI to become subject to additional regulatory requirements (to which it would not be subject but for such issue) and the Liquidators and/or DIVI, as the case may be, have not been provided with evidence reasonably satisfactory to them that the relevant Restricted Shareholders are permitted to hold DIVI Ordinary Shares under any relevant securities laws or regulations of such overseas jurisdictions (or that DIVI would not be subject to any additional regulatory requirements to which it would not be subject but for such issue). The proceeds of such sales will be paid to relevant Restricted Shareholders entitled to them within 10 Business Days of the date of sale, save that entitlements of less than £5.00 per Restricted Shareholder will be retained by DIVI for its own account.
4.4 The provisions of this Scheme relating to Restricted Shareholders may be waived, varied or modified as regards a specific Shareholder or on a general basis by the Directors in their absolute discretion.

5 Calculations of the Value of Total Assets

5.1 For the purpose of the calculation of the value of the Total Assets required to be made on the Calculation Date when appropriating assets to the Liquidation Fund and the Rollover Fund, the assets of the Company will be valued on the basis that:
5.1.1 investments of the Company which are listed, quoted or dealt in on any recognised stock exchange other than the London Stock Exchange will be valued by reference to the bid prices on the principal stock exchange on which the relevant investment is listed, quoted or dealt in as at the Calculation Date, as shown by the relevant exchange's recognised method of publication of prices for such investments or, in the absence of any such recognised method, by the latest quoted price on the Calculation Date. Investments of the Company which are listed on the London Stock Exchange will be valued according to the prices issued by the London Stock Exchange as at the Calculation Date, being the bid prices (or in the case of investments temporarily suspended from listing on the Calculation Date, the suspension price). If any such investments are traded under SETS and the latest recorded prices at which such investments have been traded as shown in the Official List differ materially from the bid and offer prices of the investments quoted on SETS as at the Calculation Date, the value of such investments will be adjusted to reflect the fair realisable value as determined by the Directors. Debt related securities (including government stocks) will be valued by reference to the bid price, subject to any adjustment to exclude any accrual of interest which may be included in the quoted price, as at the Calculation Date;
5.1.2 unlisted investments or quoted investments of the Company which are subject to restrictions on transferability will be valued at their fair value which is determined by the Directors, through discussion with MCP which prepares a summary and valuation recommendation on each investment. The valuations of the unquoted investments are made with reference to the valuation guidelines published by the International Private Equity and Venture Capital Valuation Board. Valuation techniques may include price of recent investments, earnings multiples, net assets, discounted cash flows, industry valuation benchmarks and available market prices;
5.1.3 cash and deposits with, or balances at, bank together with all bills receivable, money market instruments and other debt securities not included in paragraphs 5.1.1 or 5.1.2 above and held by the Company as at the Calculation Date will be valued at par (together with interest accrued up to the Calculation Date);
5.1.4 any sums owing from debtors (including any dividends due but not received and any accrual of interest on debt related securities to the extent not already taken into account under paragraphs 5.1.1 or 5.1.2 above) on the Calculation Date will be valued at their actual amount less such provision for diminution of value (including provisions for bad or doubtful debts or discount to reflect the time value of money) as may be appropriate;
5.1.5 assets denominated in currencies other than sterling will be converted into sterling at the closing mid-point rate of exchange of sterling and such other currencies prevailing on the Calculation Date as may be determined by the Directors; and
5.1.6 any debtors or contingent assets will be valued in accordance with the Company's normal accounting policy, save that any such sums that are not expected to be recovered or refunded within the period of nine months from the Winding-up Date will be written down to a nominal value of £1.00 each.
5.2 Notwithstanding the foregoing, the Directors (or a duly authorised committee thereof) may, in their absolute discretion, permit an alternative method of valuation to be used if they consider that such valuation better reflects the fair value of any asset or security. None of the Directors, MCP, DIVI or the Liquidators will be under any liability by reason of the fact that a valuation believed to be appropriate may subsequently be found not to have been appropriate. Calculations made by MCP under paragraph 5.1 will be reviewed and reported on by the independent accountant appointed by the Company.
5.3 The MIOT FAV per Share will be calculated at the net asset value of a Share (calculated on a without-debt basis) as at the Calculation Date and adjusted by deducting the value of the cash and other assets of the Company comprising the Liquidation Fund (all such valuations being determined in accordance with paragraph 5.1 above). The Total FAV will, in relation to an Eligible Shareholder's holding of Shares, be the MIOT FAV per Share multiplied by the number of Shares held by such Eligible Shareholder.
5.4 The DIVI FAV per Share will be calculated at a 2.5 per cent. premium to the net asset value of a DIVI Ordinary Share at the Calculation Date (calculated on a cum-income, debt at fair value, precosts of the Scheme basis and adjusted to take into account any dividends declared, but not paid, prior to the Effective Date by DIVI to holders of DIVI Ordinary Shares).
5.5 In consideration for the transfer of the Rollover Fund, DIVI Ordinary Shares shall be issued to Eligible Shareholders on the basis that the number of DIVI Ordinary Shares to which each of them is entitled shall be determined in accordance with the following provisions:

Number of DIVI Ordinary Shares = —A B

where:

A is the Total FAV of the relevant Eligible Shareholder

B is the DIVI FAV per Share

The number of DIVI Ordinary Shares to be issued to each Shareholder will be rounded down to the nearest whole number and fractional entitlements will not be issued.

6 Reliance on Information

6.1 The Liquidators will be entitled to act and rely on the basis of any certificate, opinion, advice or information furnished by the Company, the Registrar, MCP, the Administrator or the auditors of the Company and will not be liable or responsible for any loss suffered as a result thereof.
6.2 DIVI will be entitled to act and rely on the basis of any certificate, opinion, advice or information furnished by the Company, the Liquidators, the Administrator, the Registrar or the auditors of the Company and will not be liable or responsible for any loss suffered as a result thereof.
6.3 MCP will be entitled to act and rely on the basis of any certificate, opinion, advice or information furnished by the Company, the Registrar, the Administrator, the Liquidators or the auditors of the Company and will not be liable or responsible for any loss suffered as a result thereof.

7 Conditions of the Scheme

7.1 The Scheme is conditional, among other things, upon:
7.1.1 the passing of all Resolutions to be proposed at the First GM and the Second GM (or at any adjournments thereof) and upon any conditions of such Resolutions being fulfilled;
7.1.2 the passing of the DIVI Resolution;
7.1.3 the admission of the DIVI Ordinary Shares to be issued to Eligible Shareholders pursuant to the Scheme to listing on the premium segment of the Official List and to trading on the main market of the London Stock Exchange;
7.1.4 the Directors resolving to proceed with the Scheme;
7.1.5 Gervais Williams of MCP continuing to be the lead portfolio manager who is responsible for the investment management of the portfolio of investments of DIVI; and
7.1.6 DIVI not having resolved to remove the provisions relating to the Annual Redemption Facility from the DIVI Articles.

In the event that condition 7.1.2, 7.1.3, 7.1.4, 7.1.5 or 7.1.6 fails to be satisfied, the Second GM will be adjourned indefinitely and the Scheme will lapse.

7.2 Subject to paragraph 7.1 above, this Scheme will become effective on the date on which the special Resolution to be proposed at the Second GM for the winding-up of the Company is passed.
7.3 If approved, this Scheme will, subject to the rights of members of the Company who have validly exercised their rights under Section 111(2) of the Insolvency Act 1986, be binding on all Shareholders and all persons claiming under or through them.
7.4 The provisions of this Scheme will have effect subject to such modifications or additions as the Directors, the Liquidators, MCP and DIVI may from time to time approve in writing.
7.5 Subject to paragraph 7.1 above, an application will be made to the UK Listing Authority for the listing of the Shares to be suspended at 7.30 a.m. on 30 September 2013 and it is intended that such listing will be cancelled with effect from or as soon as possible after the Effective Date, or such other date as the Liquidators will determine.

8 Miscellaneous

8.1 Each mandate in force and duly notified to the Company as at the Record Date relating to the payment of dividends in relation to the Shares and each instruction relating to the Shares then in force as to notices and communication preferences from the Company will, unless and until varied or revoked, be deemed, from and including the Effective Date, to be a valid and effective mandate or instruction to DIVI in relation to the corresponding DIVI Ordinary Shares to be allotted and issued pursuant to the Scheme.
8.2 Nothing in this Scheme or in any document executed under or in connection with the Scheme will impose any personal liability on the Liquidators or any of them save for any liability arising out of negligence, fraud, wilful default, bad faith or breach of duty by the Liquidators in the performance of their duties and this will, for the avoidance of doubt, mean that Liquidators will have no personal liability for any action taken by them in accordance with this Scheme or the Transfer Agreement.
8.3 If, within seven days of the passing of the special Resolutions to be proposed at the First GM (or any adjournment thereof), Dissenting Shareholders validly exercise the right under Section 111(2) of the Insolvency Act 1986 in respect of more than 3 per cent. of the Shares or if the number of such Dissenting Shareholders represents more than 3 per cent. of the total number of members of the Company, the Directors (or a duly authorised committee thereof) may, but will not be obliged to, resolve not to proceed with the Scheme. Any such Resolution by the Directors (or a duly authorised committee thereof) will only be effective if passed prior to the passing of the special Resolution for winding-up the Company to be proposed at the Second GM (or any adjournment thereof).
8.4 This Scheme will in all respects be governed by and construed in accordance with the laws of England.

PART III

FURTHER INFORMATION ON THE DIVERSE INCOME TRUST PLC

DIVI is a closed-ended investment company incorporated in England and Wales on 30 March 2011 with an objective of providing its shareholders with an attractive level of dividends coupled with capital growth over the long-term. DIVI carries on business as an investment trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010.

Investment Objective and Policy

DIVI's investment objective is to provide Shareholders with an attractive level of dividends coupled with capital growth over the long term. DIVI invests primarily in quoted or traded UK companies with a wide range of market capitalisations but a long-term bias towards small and mid-cap equities. DIVI may also invest in large cap companies, including FTSE 100 constituents, where it is believed that this may increase shareholder value. MCP adopts a stock specific approach in managing DIVI's portfolio and therefore sector weightings are of secondary consideration. As a result of this approach, DIVI's portfolio does not track any benchmark index.

DIVI may utilise derivative instruments including index-linked notes, contracts for differences, covered options and other equity-related derivative instruments for efficient portfolio management, gearing and investment purposes. Any use of derivatives for investment purposes will be made on the basis of the same principles of risk spreading and diversification that apply to DIVI's direct investments, as described below under the sub-heading "Borrowing Limits". DIVI will not enter into uncovered short positions.

Portfolio risk will be mitigated by investing in a diversified spread of investments. Investments in any one company will not, at the time of acquisition, exceed 15 per cent. of the value of DIVI's investment portfolio. Typically it is expected that DIVI will hold a portfolio of between 80 and 120 securities, predominantly most of which will represent no more than 1.5 per cent. of the value of DIVI's investment portfolio as at the time of acquisition. As at the Latest Practicable Date, DIVI held 115 investments in its portfolio.

DIVI will not invest more than 10 per cent. of its gross assets, at the time of acquisition, in other listed closed-ended investment funds, whether managed by MCP or not, except that this restriction shall not apply to investments in listed closed-ended investment funds which themselves have stated investment policies to invest no more than 15 per cent. of their gross assets in other listed closed-ended investment funds. In addition to this restriction, the DIVI Board have further determined that no more than 15 per cent. of DIVI's gross assets will, at the time of acquisition, be invested in other listed closed-ended investment funds (including investment trusts) whether or not such funds have stated policies to invest no more than 15 per cent. of their gross assets in other listed closed-ended investment funds.

DIVI may invest in unquoted companies from time to time subject to prior DIVI Board approval. Investments in unquoted companies in aggregate will not exceed 5 per cent. of the value of DIVI's investment portfolio as at the time of investment.

Borrowing Limits

The DIVI Board considers that long-term capital growth can be enhanced by the use of gearing which may be through bank borrowings and the use of derivative instruments such as contracts for differences. DIVI may borrow (through bank facilities and derivative instruments) up to 15 per cent. of its net asset value (calculated at the time of borrowing). As at the Latest Practicable Date, DIVI's bank borrowings were approximately £297,000.

Dividend Policy

On launch, DIVI's dividend policy was to target an annualised yield of 4 per cent. in respect of the period to which the first four quarterly dividends related, being the period up until 31 May 2012. The four quarterly dividends per DIVI Ordinary Share declared during that period were 0.3 pence in September 2011, 0.5 pence in December 2011, 0.46 pence in March 2012 and 0.93 pence in June 2012, being a total of 2.19 pence per DIVI Ordinary Share and thereby meeting the Company's stated dividend target for the period to 31 May 2012. As stated in the DIVI Prospectus, DIVI is seeking to grow the dividend progressively.

DIVI has historically paid dividends on a quarterly basis with dividends declared in September, December, March and June and paid in November, February, May and August in each year. The most recent dividend was declared on 19 June 2013. Eligible Shareholders should note that they are not entitled to any dividend in respect of DIVI Ordinary Shares declared by DIVI prior to the Effective Date (even if such dividend is to be paid on a date that is after the Effective Date, when Eligible Shareholders will have received DIVI Ordinary Shares pursuant to the Scheme by that date). Therefore, in calculating the number of DIVI Ordinary Shares which they are entitled to receive pursuant to the Scheme (such calculation will be calculated by reference to the DIVI FAV per Share as further detailed below and in Part II of this document), the DIVI FAV per Share will be adjusted to take into account any dividends declared in respect of any DIVI Ordinary Shares prior to the Effective Date.

Manager

The manager of DIVI is MCP, which also became the Company's manager with effect from 1 March 2013. MCP is a subsidiary company of Miton Group plc. Miton Group plc is the ultimate parent company of a fund management group trading under the "Miton Capital Partners" and "Miton Asset Management" brands. As at 30 June 2013, MCP's group had total funds under management of approximately £2 billion. Gervais Williams, the Managing Director of Miton Group plc, is the lead manager of DIVI's portfolio of investments. Martin Turner is the co-fund manager.

Under the terms of the management agreement between DIVI and MCP, MCP is entitled to a management fee together with reimbursement of reasonable expenses incurred by it in the performance of its duties. The management fee is payable monthly in arrears and is at the rate of 1 per cent. per annum of DIVI's Market Capitalisation. In addition to the basic management fee, MCP is entitled also to a fee at the rate of 1 per cent. per annum of the net asset value of its Redemption Pool (for so long as a Redemption Pool is in existence), payable on the last Business Day of the relevant calendar month.

PART IV

ADDITIONAL INFORMATION

1 Taxation

The information below is intended only as a general guide to UK taxation and summarises the advice received by the Board as to the position of the Company and persons who are resident in the UK (unless the position of non-UK resident persons is expressly referred to) and who hold Shares in the Company beneficially as an investment. It is based on current law and published HMRC practice, any of which is in principle subject to change at any time (potentially with retrospective effect).

If you are in any doubt as to your tax position, or if you may be subject to taxation in a jurisdiction other than the UK, you are recommended to seek immediately your own personal tax advice from an independent professional adviser.

The Company

The Board believes that the Company will continue to meet the necessary requirements to maintain approval as an approved investment trust for the purposes of Sections 1158 and 1159 of the Corporation Tax Act 2010 for the accounting period to the Winding-up Date. The Board has been advised that the manner in which it is proposed to carry out the liquidation is such that the Company should maintain approved investment trust status for the period up to the start of its liquidation and/or the period during which its assets are realised or transferred by the Liquidators to the DIVI under the Scheme. On this basis, the Board has been advised that such realisations and/or transfers should not give rise to any charge to UK corporation tax on chargeable gains for the Company.

Shareholders

The Company has been advised that the exchange of Shares for DIVI Ordinary Shares constitutes a scheme of reconstruction for the purposes of the UK taxation of chargeable gains, and that such exchange should be deemed not to constitute a disposal by the Shareholders of their Shares for the purposes of the UK taxation of chargeable gains.

The DIVI Ordinary Shares issued pursuant to the Scheme should instead be treated for the purposes of the UK taxation of chargeable gains as replacing the Shares for which they were exchanged and should be treated as acquired at the same time and for the same base cost as the exchanged Shares.

Any subsequent disposal of the DIVI Ordinary Shares may result in the holder of those DIVI Ordinary Shares realising a chargeable gain or allowable loss for the purposes of UK capital gains tax or corporation tax, depending on the holder's particular circumstances.

Clearance has been received from HMRC under section 138 of the Taxation of Chargeable Gains Act 1992 to state that HMRC is satisfied that the exchange of Shares for DIVI Ordinary Shares is for bona fide commercial purposes and does not form part of any scheme or arrangements whose main purpose, or one of whose main purposes, is the avoidance of UK capital gains tax or corporation tax, and that the chargeable gains treatment set out above should not be prevented from applying for such reasons.

Liquidation Fund surplus

As provided for in paragraph 3 of Part II of this document, any remaining balance in the Liquidation Fund after the discharge of the Company's liabilities will be distributed in cash to the Shareholders on the Register on the Winding-up Date.

The receipt of any such payment by a Shareholder should not be regarded as giving rise to any disposal for the purposes of UK capital gains tax, provided that the tax base cost of his/her Shares is in excess of the distribution and the aggregate amount of any such payments received by the Shareholder does not exceed whichever is the greater of (i) £3,000 and (ii) 5 per cent. of the value of his/her Shares on the Winding-up Date. Instead, the amount of any such payment or payments will be deducted from the base cost of the DIVI Ordinary Shares issued to the Shareholder under the Scheme and should be taken into account in the determination of the extent to which a capital gain or allowable capital loss is realised on any subsequent disposal of those DIVI Ordinary Shares.

Where the amount distributed is in excess of the tax base cost of the Shares in respect of which the distribution is made, a Shareholder may make an election that the distribution is reduced by the tax base cost and none of that base cost may then be used on any subsequent disposal of the DIVI Ordinary Shares. To the extent the distribution is in excess of the tax base cost, tax may arise to the holder on the excess distribution, depending on the holder's particular circumstances.

HMRC Clearances

Clearances have been received from HMRC under section 701 of the Income Tax Act 2007 and section 748 of the Corporation Tax Act 2010 to the effect that HMRC may not serve a counteraction notice in respect of the Scheme to counteract any UK corporation tax or income tax advantages arising pursuant to the Scheme.

Stamp Duty and Stamp Duty Reserve Tax

It is not expected that any UK stamp duty or UK stamp duty reserve tax (''SDRT'') will be payable by the Company or the Shareholders on the liquidation.

DIVI

The transfer of certain assets within the Rollover Fund pursuant to the Transfer Agreement will give rise to stamp duty at 0.5 per cent. of the consideration given. The consideration given will be the value of the DIVI Ordinary Shares issued by DIVI in respect of the stampable assets.

An agreement to transfer certain assets within the Rollover Fund will also give rise to a charge to stamp duty reserve tax (''SDRT'') at 0.5 per cent. of the consideration given. However, where the document of transfer is presented for stamping within 6 years of the agreement, the charge to SDRT is cancelled and any SDRT which has been paid can be reclaimed. Any UK stamp duty or SDRT payable in respect of the transfer of assets of the Company under the Transfer Agreement will be met by DIVI.

2 Transfer Agreement

Provided that the Scheme is approved by Shareholders and becomes effective, the Company will enter into the Transfer Agreement with the Liquidators and DIVI pursuant to the Scheme. The Transfer Agreement is, as at the date of this document, in a form agreed between the Company, the Liquidators and DIVI. The Transfer Agreement provides, among other things, that the assets of the Company in the Rollover Fund are to be transferred to DIVI in consideration for the allotment by DIVI of DIVI Ordinary Shares to the Liquidators, as nominees for Shareholders entitled to them in accordance with the Scheme. Thereafter, the Liquidators will renounce the allotments of DIVI Ordinary Shares in favour of Eligible Shareholders and such DIVI Ordinary Shares will be issued by DIVI to such Eligible Shareholders pursuant to the Scheme. The Transfer Agreement excludes any liability on the part of the Liquidators for entering into or carrying into effect the Transfer Agreement.

The Transfer Agreement will be available for inspection as stated in paragraph 4 below.

3 Dissenting Shareholders

The Scheme is a reconstruction to which Section 111(2) of the Insolvency Act 1986 applies. Under Section 111(2) any Shareholder who does not vote in favour of the Resolutions to approve the Scheme to be proposed at the First GM may, within seven days of the passing of the Resolutions at the First GM, express his dissent in writing to the Liquidators at the registered office of the Company, at Beaufort House, 51 New North Road, Exeter EX4 4EP, for the attention of the Liquidators (such Shareholder being a "Dissenting Shareholder"). If the number of Dissenting Shareholders exceeds, in aggregate, 3 per cent. of the number of Shareholders who are on the Register as at the Calculation Date or Dissenting Shareholders validly exercise their rights under Section 111 in respect of more than 3 per cent. of, in aggregate, the issued Share capital of the Company, the Directors have discretion under the Scheme to decide that the Scheme should not proceed. The Liquidators may, at their discretion, abstain from implementing the Scheme or else purchase the interest(s) of the Dissenting Shareholder(s). The purchase price for such Dissenting Shareholders' Shares will not exceed that which the Dissenting Shareholder(s) would receive on a straightforward winding-up of the Company and will be paid once all liabilities have been settled in the liquidation.

4 Miscellaneous

4.1 Cenkos, which is authorised and regulated in the UK by the Financial Conduct Authority, has given and not withdrawn its written consent to the inclusion of its name and references to it in this document in the form and context in which they appear.
4.2 The Liquidators have given and not withdrawn their written consent to the inclusion of their names and references to them in this document in the form and context in which they appear.
4.3 The auditors of the Company for the last three financial years to 31 August 2012 were Ernst & Young LLP, who have audited the Company's accounts and have given an unqualified report in respect of the accounts for each of those years. In view of the impending members' voluntary liquidation of the Company it is not intended to prepare audited accounts for the Company for the current financial period.

5 Documents available for inspection

Copies of the following documents will be available for inspection during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the registered office of the Company and at the offices of Stephenson Harwood LLP at 1 Finsbury Circus, London EC2M 7SH until the Effective Date:

5.1 the Articles of Association of the Company (containing the full terms of the amendments proposed to be made at the First GM);
5.2 the DIVI Prospectus;
5.3 the DIVI Articles;
5.4 the audited report and accounts of DIVI for each of the financial years ended 31 May 2012 and 2013;
5.5 the audited report and accounts of the Company for each of the financial years ended 31 August 2010, 2011 and 2012 and the unaudited interim accounts for the 6 months to 28 February 2013;
5.6 letters of undertaking from the Liquidators and DIVI to enter into the Transfer Agreement;
5.7 the Transfer Agreement, in a form agreed between the Company, the Liquidators and DIVI as at the date of this document;
5.8 the letters of consent from Cenkos and the Liquidators referred to in paragraphs 4.1 and 4.2 respectively; and
5.9 this document and the Forms of Proxy.

The Articles of Association of the Company (including the articles of association of the Company containing the full terms of the amendments proposed to be made) will be available at each General Meeting for at least 15 minutes prior to and during the relevant meeting.

30 August 2013

PART V

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"Administrator"	Capita Sinclair Henderson Limited
"Admission"	the admission of the DIVI Ordinary Shares to be issued pursuant to the Scheme to listing on the premium segment of the Official List and to trading on the main market of the London Stock Exchange
"Annual Redemption Facility"	the facility conferred by the DIVI Articles for holders of DIVI Ordinary Shares to request the redemption of all or any of their DIVI Ordinary Shares as described under Part I of this document under the heading "Annual Redemption Facility"
"Articles" or "Articles of Association"	the articles of association of the Company
"Business Day"	a day (excluding Saturdays and Sundays or public holidays in England and Wales) on which banks are generally open for business in London for the transaction of normal business
"Calculation Date"	the date for the calculation of the MIOT FAV per Share and the DIVI FAV per Share, to be determined by the Directors but expected to be 5.00 p.m. on 25 September 2013
"Cenkos"	Cenkos Securities plc
"Company"	Miton Income Opportunities Trust PLC
"Company Secretary"	Capita Company Secretarial Services Limited, the company secretary to the Company
"CREST Manual"	the compendium of documents entitled "CREST Manual" issued by Euroclear UK & Ireland Limited from time to time
"CREST"	the computerised settlement system operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form
"Directors" or "Board"	the board of directors of the Company
"Dissenting Shareholder"	has the meaning given to it under paragraph 3 of Part IV of this document
"DIVI"	The Diverse Income Trust plc
"DIVI Articles"	the articles of association of DIVI
"DIVI Board"	the board of directors of DIVI
"DIVI FAV per Share"	the formula asset value of a DIVI Ordinary Share for the purposes of the Scheme being the net asset value of a DIVI Ordinary Share calculated at a 2.5 per cent. premium to the net asset value of a DIVI Ordinary Share at the Calculation Date (calculated on a cum-income, debt at fair value, pre-costs of the Scheme basis and adjusted to take into account any dividends declared, but not paid, prior to the Effective Date by DIVI to holders of DIVI Ordinary Shares)

"DIVI GM"	the general meeting of DIVI convened for 23 September 2013 at 10.00 a.m. or any adjournment thereof
"DIVI's Market Capitalisation"	the average of the mid market prices for a DIVI Ordinary Share and a C share of 1p each in DIVI ("C Share"), respectively, as derived from the Official List on each Business Day in the relevant calendar month multiplied by the number of DIVI Ordinary Shares and C Shares, respectively, in issue on the last Business Day of the relevant calendar month excluding any DIVI Ordinary Shares or C Shares held by DIVI in treasury
"DIVI Ordinary Shares"	the ordinary shares of 0.1p each in DIVI
"DIVI Prospectus"	the prospectus dated 30 August 2013 relating to the issue of DIVI Ordinary Shares pursuant to the Scheme
"DIVI Resolution"	the resolution to be proposed at the DIVI GM to sanction the issue of DIVI Ordinary Shares by DIVI pursuant to the Scheme
"Dividend"	the special dividend to be paid by the Company to Shareholders prior to winding-up as described in Part I of this document
"Effective Date"	the date on which the Scheme becomes effective, being the date of Admission, which is expected to be 30 September 2013
"Eligible Shareholders"	Shareholders who are not Restricted Shareholders
"FAV"	the formula asset value of the Company or, as the context requires, DIVI, calculated in accordance with the terms of the Scheme
"First GM" or "First General Meeting"	the general meeting of the Company convened for 23 September 2013 (or any adjournment thereof) notice of which is set out from page 29 of this document
"Forms of Proxy"	the personalised forms of proxy for use by Shareholders at the General Meetings
"FSMA"	the Financial Services and Markets Act 2000, as amended
"General Meetings" or "GMs" or "Meetings"	the First GM and/or the Second GM, as the context may require
"HMRC"	HM Revenue & Customs
"Latest Practicable Date"	23 August 2013, being the latest practicable date prior to publication of this document
"Liquidation Fund"	the fund to be retained by the Liquidators to meet all known and unknown liabilities of the Company and other contingencies, as further provided in paragraph 2.1.1 of Part II of this document
"Liquidators"	James Eldridge and Samantha Keen of Ernst & Young LLP acting jointly and severally
"Listing Rules"	the listing rules made by the UKLA under Section 74 of FSMA
"London Stock Exchange"	London Stock Exchange plc
"MCP"	Miton Capital Partners Limited
"MIOT FAV per Share"	the net asset value of a Share calculated as at the Calculation Date for the purposes of the Scheme after certain specified deductions as provided in paragraph 5.3 of Part II of this document

"net asset value"	in respect of the Shares or the DIVI Ordinary Shares (as the context requires), the amount which would be payable to a Shareholder on any specified date if the Company or DIVI (as the context requires) was wound up and its assets (after making provision for all its liabilities, valuing assets and providing for liabilities in accordance with the normal accounting policies of the Company or DIVI (as the context requires))
"Official List"	the list maintained by the UK Listing Authority pursuant to Part VI of FSMA
"Overseas Shareholder"	(unless the Directors otherwise determine in any particular case) a holder of Shares with a registered address outside the United Kingdom, or any Shareholder who:
	(i) is (or who the Company reasonably believes is) a citizen of, or resident in, a jurisdiction other than the United Kingdom; or
	(ii) is (or who the Company reasonably believes is) holding Shares on behalf of a citizen of, or resident in, a jurisdiction other than the United Kingdom
"Proposals"	the proposals for the members' voluntary liquidation and scheme of reconstruction of the Company, as set out in this document
"Record Date"	6.00 p.m. on 27 September 2013
"Redemption Point"	5.00 p.m. on the last Business Day in May each year, on which date holders of DIVI Ordinary Shares which have submitted valid redemption requests to have their DIVI Ordinary Shares redeemed will be considered for redemption at the discretion of the board of directors of DIVI
"Redemption Pool"	the pool of cash, assets and liabilities to be created in respect of a particular Redemption Point and allocated to the DIVI Ordinary Shares which are the subject of redemption requests under the Annual Redemption Facility for that Redemption Point
"Redemption Price"	the price for which DIVI Ordinary Shares are redeemed on a Redemption Point pursuant to the Annual Redemption Facility
"Register"	means the register of members of the Company
"Registrar"	Equiniti Limited
"Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended
"Regulatory Information Service"	the regulatory information service provided by the London Stock Exchange
"Resolution" or "Resolutions"	the special resolutions to be proposed at the General Meetings or any of them as the context may require
"Restricted Shareholder"	a Shareholder with a registered address in the United States, Canada, Australia or Japan or any other jurisdiction where receipt of DIVI Ordinary Shares pursuant to the Scheme would violate the relevant laws and/or regulations of that jurisdiction

"Rollover Fund"	the fund comprising the pool of assets attributable to the Shares which will be transferred to DIVI pursuant to the Transfer Agreement as provided in paragraph 2.1.2 of Part II of this document
"Scheme"	the proposed scheme of reconstruction of the Company under Section 110 of the Insolvency Act 1986, as set out in Part II of this document
"SDRT"	stamp duty reserve tax
"Second GM" or "Second General Meeting"	the general meeting of the Company convened for 30 September 2013 (or any adjournment thereof) notice of which is set out from page 32 of this document
"SETS"	the London Stock Exchange Daily Electronic Trading Service
"Shareholders"	holders of Shares in the Company
"Shares"	the ordinary shares of 25p each in the Company
"Total Assets"	has the meaning given to it in paragraph 1.1 of Part II of this document
"Total FAV"	in relation to an Eligible Shareholder's holding of Shares, the MIOT FAV per Share multiplied by the number of Shares held by such Eligible Shareholder
"Transfer Agreement"	the agreement for the transfer of assets from the Company to DIVI pursuant to the Scheme, a summary of which is set out in paragraph 2 of Part IV of this document
"Transfer Date"	the date on which the Company's assets are transferred to DIVI pursuant to the Transfer Agreement, which is expected to be the Effective Date
"UK Listing Authority" or "UKLA"	the Financial Conduct Authority in its capacity as the United Kingdom Listing Authority
"UK"	the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form"	recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST
"United States"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
"VAT"	value added tax
"Winding-up Date"	the proposed date on which the liquidation of the Company commences pursuant to the Proposals, which is expected to be 30 September 2013

NOTICE OF FIRST GENERAL MEETING

MITON INCOME OPPORTUNITIES TRUST PLC

(THE "COMPANY")

(Incorporated in England and Wales with registered number 02974633 as an investment company under Section 833 of the Companies Act 2006)

NOTICE IS HEREBY GIVEN that a General Meeting of the Company will be held at 9.30 a.m. on 23 September 2013 at the offices of Stephenson Harwood LLP at 1 Finsbury Circus, London EC2M 7SH for the purpose of considering and, if thought fit, passing the following resolutions, all of which will be proposed as special resolutions:

Special Resolutions

1 That:
(a) each of the Shares in issue will have the rights set out in the Articles of Association of the Company as amended by this special resolution for the purposes of the Scheme set out in Part II of the circular dated 30 August 2013 to the Shareholders of the Company of which this notice forms part (the "Circular"), a copy of which has been laid before the meeting and signed for the purpose of identification by the Chairman of the meeting;
(b) the Articles of Association of the Company be and are hereby amended by inserting the following new Article as Article 8A:
"8A.1The definitions contained in the Company's circular to shareholders dated 30 August 2013 (the "Circular") have the same meanings in this Article 8A, save where the context otherwise requires.
8A.2 In addition to any rights under Article 8A.3 below, on a winding-up of the Company for the purpose of reconstruction by means of the Scheme as described in the Circular the rights of holders of Shares, notwithstanding anything to the contrary in the Articles of Association, will be satisfied by the issue to such holders of the numbers of DIVI Ordinary Shares to which they will be entitled in accordance with the Scheme.
8A.3 Shareholders on the Company's register of members on the Winding-up Date will be entitled to any relevant surplus remaining in the Liquidation Fund on a pari passu basis pro rata to their respective holdings and as provided under the Scheme.
8A.4 Subject to the special rights set out in Articles 8A.2 and 8A.3 above, for all other purposes of these Articles, the Shares will continue to be Shares with the rights attaching to Shares under these Articles, and the Articles of Association will be construed accordingly.";
(c) the Articles of Association of the Company be and are hereby amended by inserting the following new Article as Article 183(C):
"183(C) The Board will convene a general meeting of the Company to be held on 30 September 2013 at which a special resolution, conditional upon the Directors not having previously resolved to abandon the Scheme, will be proposed pursuant to Section 84 of the Insolvency Act 1986 requiring the Company to be wound up voluntarily (the "Liquidation Resolution"). At such general meeting (or any adjournment thereof), the votes cast in favour of the Liquidation Resolution will be deemed to be at least one more vote than the number of votes required to pass the Liquidation Resolution and any vote not cast or cast against the Liquidation Resolution will be deemed to have been cast in favour of the Liquidation Resolution.";
(d) in the event that the Scheme does not become unconditional in accordance with its terms on or prior to 31 October 2013, Articles 8A.1 to 8A.4 and 183(C) will cease to have effect;
(e) this special resolution will operate by way of such further amendments to the Articles of Association as may be necessary to give effect hereto; and
(f) the definitions contained in the Circular will have the same meanings in this special resolution.

2 That:

subject to: (i) the passing of resolution 1 above at this meeting (or at any adjournment hereof); (ii) the Scheme becoming unconditional in accordance with its terms on or prior to 31 October 2013; and (iii) the passing at a general meeting of the Company convened for 30 September 2013 (or any adjournment thereof) of a resolution for the voluntary winding-up of the Company and the appointment of Liquidators:

(a) the Scheme set out in Part II of the circular to Shareholders of the Company dated 30 August 2013 (the "Circular"), a copy of which has been laid before this meeting and signed for the purpose of identification by the Chairman of the meeting, be and is hereby approved and the liquidators of the Company when appointed (jointly and severally the "Liquidators") be and hereby are authorised to implement the Scheme and to execute any document and do anything for the purpose of carrying the Scheme into effect;
(b) the Liquidators, when appointed, will be and hereby are authorised and directed:
(i) under this special resolution and the Articles of Association of the Company, as amended and as provided in resolution 1 above, and pursuant to Section 110 of the Insolvency Act 1986, to enter into and give effect to the Transfer Agreement referred to in the Circular with DIVI and in the form of the draft laid before the meeting and signed for the purposes of identification by the Chairman with such amendments as the parties thereto may from time to time agree;
(ii) to request that, in accordance with the Scheme, DIVI issue and distribute DIVI Ordinary Shares to the holders of Shares to which such holders of Shares are entitled in accordance with the Scheme by way of satisfaction and discharge of their respective interests in as much of the property and assets of the Company as will be so transferred to DIVI in accordance with the Scheme; and
(iii) to raise the money to purchase the interest of any member who validly dissents from this resolution under Section 111(2) of the Insolvency Act 1986 from the Liquidation Fund (as defined in the Scheme);
(c) The Articles of Association of the Company be and are hereby amended by inserting the following as new Article as Article 181A:

"Notwithstanding the provisions of these Articles, upon the winding-up of the Company in connection with the scheme (the "Scheme") set out in Part II of the circular dated 30 August 2013 to members of the Company (the "Circular"), the liquidators of the Company will give effect to the Scheme and will enter into and give effect to the Transfer Agreement with The Diverse Income Trust plc (as duly amended where relevant), a draft of which was tabled at the general meeting of the Company convened for 23 September 2013 by the notice attached to the Circular, in accordance with the provisions of this Article and Article 8A and the holders of Shares will be entitled to receive ordinary shares in The Diverse Income Trust plc on the terms of the Scheme."; and

(d) the definitions contained in the Circular have the same meanings in this special resolution.

3 That:

subject to: (i) the passing of resolutions 1 and 2 above at this meeting (or at any adjournment hereof); (ii) the Scheme becoming unconditional in accordance with its terms on or prior to 31 October 2013; and (iii) the passing at a general meeting of the Company convened for 30 September 2013 (or any adjournment thereof) of a resolution for the voluntary winding-up of the Company and the appointment of Liquidators, the admission of the ordinary shares of 25p each in the capital of the Company on the premium segment of the Official List and to trading on the main market of the London Stock Exchange's market for listed securities be cancelled with effect from 1 October 2013 or such other date as the Liquidators will determine.

By Order of the Board Registered office: Capita Company Secretarial Services Limited Beaufort House Company Secretary 51 New North Road

Dated: 30 August 2013

Notes:

1 Members entitled to attend and vote at this Meeting may appoint one or more proxies to attend, speak and vote in their stead by completion of a personalised form of proxy. Full details on how to complete the form of proxy are set out on the form of proxy. The proxy need not be a Member of the Company but must attend the General Meeting to represent you.
2 A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed. A proxy has one vote on a show of hands in all cases (including where one member has appointed multiple proxies), except when he is appointed by multiple members who instruct him to vote in different ways, in which case he has one vote for and one vote against the resolution.
3 A personalised form of proxy is provided with this document. Any replacement forms must be requested direct from the Registrar.
4 Completion of the form of proxy does not exclude a Member from attending the General Meeting and voting in person.
5 Duly completed forms of proxy must reach the office of the Registrar no later than 9.30 a.m. on 19 September 2013 in respect of the First GM.
6 Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual on the Euroclear website (www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID number – RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
7 To be entitled to attend and vote at the General Meeting (and for the purpose of determination by the Company of the number of votes they may cast), Members must be entered on the Register by close of business on 19 September 2013 (the "record date").
8 If the General Meeting is adjourned to a time not more than 48 hours after the record date applicable to the original General Meeting, that time will also apply for the purpose of determining the entitlement of Members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned General Meeting. If, however, the General Meeting is adjourned for a longer period then, to be so entitled, Members must be entered on the Register at the time which is 48 hours before the time fixed for the adjourned General Meeting or, if the Company gives new notice of the adjourned General Meeting, at the record date specified in that notice.
9 The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.
10 Corporate representatives are entitled to attend and vote on behalf of the corporate member in accordance with Section 323 of the Companies Act 2006. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporate member) the same powers as the corporate member could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
11 Members have a right under Section 319A of the Companies Act 2006 to require the Company to answer any question raised by a member at the GM, which relates to the business being dealt with at the meeting, although no answer need be given: (a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information; (b) if the answer has already been given on the Company's website; or (c) it is undesirable in the best interests of the Company or the good order of the meeting.
12 As at 29 August 2013, the latest practicable date before this Notice is given, the total number of shares in the Company in respect of which members are entitled to exercise voting rights was 16,075,080 ordinary shares of 25p each. Each ordinary share carries the right to one vote and therefore the total number of voting rights in the Company on 29 August 2013 is 16,075,080.
13 Further information regarding the meeting which the Company is required by Section 311A of the Companies Act 2006 to publish on a website in advance of the meeting (including this Notice), can be accessed at www.mitongroup.com/miot.
14 You may not use any electronic address provided in either the notices of General Meetings or any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.

NOTICE OF SECOND GENERAL MEETING

MITON INCOME OPPORTUNITIES TRUST PLC

(THE "COMPANY")

(Incorporated in England and Wales with registered number 02974633 as an investment company under Section 833 of the Companies Act 2006)

NOTICE IS HEREBY GIVEN that a General Meeting of the Company will be held at 9.30 a.m. on 30 September 2013 at the offices of Stephenson Harwood LLP at 1 Finsbury Circus, London EC2M 7SH for the purpose of considering and, if thought fit, passing the following resolution, which will be proposed as a special resolution:

Special Resolution

That (provided that the Directors shall not have resolved, prior to the date of this meeting (or any adjournment thereof), to abandon the Scheme):

(a) the Company be and is hereby wound up voluntarily under the provisions of the Insolvency Act 1986 and that James Eldridge and Samantha Keen, both licensed insolvency practitioners of Ernst & Young LLP, be and they are hereby appointed joint liquidators (the "Liquidators") for the purposes of such winding-up and distributing the assets of the Company in accordance with the Scheme and any power conferred on them by law, the Articles of Association or by this resolution may be exercised by them jointly or by each of them alone;
(b) the remuneration of the Liquidators be determined by reference to the time properly given by them and their staff in attending to matters prior to and during the winding-up (including, without limitation, the implementation of the Scheme and any matters outside the statutory duties of the Liquidators and undertaken at the request of the members or a majority of them) and they be and are hereby authorised to draw such remuneration monthly or at such longer intervals as they may determine and to pay any expenses properly incurred by them and to give effect to the Scheme;
(c) the Company's books and records be held by the Company Secretary to the order of the Liquidators until the expiry of 12 months after the date of dissolution of the Company, when they may be disposed of, save for financial and trading records which will be kept for a minimum of six years following the vacation of the Liquidators from office;
(d) the Liquidators be empowered and directed to carry into effect the provisions of the Articles of Association as amended by the Special Resolutions set out in the notice of the First GM of the Company contained in the Circular;
(e) the Liquidators be and are hereby authorised to exercise the powers laid down in Part I of Schedule 4 of the Insolvency Act 1986 and to divide among the members of the Company in specie or in kind the whole or any part of the assets of the Company; and
(f) the definitions contained in the circular to Shareholders of the Company, dated 30 August 2013, (the "Circular") have the same meanings in this special resolution.

By Order of the Board Registered office: Capita Company Secretarial Services Limited Beaufort House Company Secretary 51 New North Road

Exeter EX4 4EP

Dated: 30 August 2013

Notes:

1 Members entitled to attend and vote at this Meeting may appoint one or more proxies to attend, speak and vote in their stead by completion of a personalised form of proxy. Full details on how to complete the form of proxy are set out on the form of proxy. The proxy need not be a Member of the Company but must attend the General Meeting to represent you.
2 A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed. A proxy has one vote on a show of hands in all cases (including where one member has appointed multiple proxies), except when he is appointed by multiple members who instruct him to vote in different ways, in which case he has one vote for and one vote against the resolution.
3 A personalised form of proxy is provided with this document. Any replacement forms must be requested direct from the Registrar.
4 Completion of the form of proxy does not exclude a Member from attending the General Meeting and voting in person.
5 Duly completed forms of proxy must reach the office of the Registrar no later than 9.30 a.m. on 26 September 2013 in respect of the Second GM.
6 Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual on the Euroclear website (www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID number – RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
7 To be entitled to attend and vote at the General Meeting (and for the purpose of determination by the Company of the number of votes they may cast), Members must be entered on the Register by close of business on 26 September 2013 (the "record date").
8 If the General Meeting is adjourned to a time not more than 48 hours after the record date applicable to the original General Meeting, that time will also apply for the purpose of determining the entitlement of Members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned General Meeting. If, however, the General Meeting is adjourned for a longer period then, to be so entitled, Members must be entered on the Register at the time which is 48 hours before the time fixed for the adjourned General Meeting or, if the Company gives new notice of the adjourned General Meeting, at the record date specified in that notice.
9 The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.
10 Corporate representatives are entitled to attend and vote on behalf of the corporate member in accordance with Section 323 of the Companies Act 2006. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporate member) the same powers as the corporate member could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
11 Members have a right under Section 319A of the Companies Act 2006 to require the Company to answer any question raised by a member at the GM, which relates to the business being dealt with at the meeting, although no answer need be given: (a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information; (b) if the answer has already been given on the Company's website; or (c) it is undesirable in the best interests of the Company or the good order of the meeting.
12 As at 29 August 2013, the latest practicable date before this Notice is given, the total number of shares in the Company in respect of which members are entitled to exercise voting rights was 16,075,080 ordinary shares of 25p each. Each ordinary share carries the right to one vote and therefore the total number of voting rights in the Company on 29 August 2013 is 16,075,080.
13 Further information regarding the meeting which the Company is required by Section 311A of the Companies Act 2006 to publish on a website in advance of the meeting (including this Notice), can be accessed at www.mitongroup.com/miot.
14 You may not use any electronic address provided in either the notices of General Meetings or any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.

AI assistant

MIGO OPPORTUNITIES TRUST PLC — Proxy Solicitation & Information Statement 2013

4830_rns_2013-08-30_dcb6bf47-0041-4032-b667-63a919ee628a.pdf

MITON INCOME OPPORTUNITIES TRUST PLC

TABLE OF CONTENTS

EXPECTED TIMETABLE

PART I

LETTER FROM THE CHAIRMAN

MITON INCOME OPPORTUNITIES TRUST PLC

RECOMMENDED RECONSTRUCTION AND VOLUNTARY WINDING-UP PROPOSALS

Background to the Proposals

The Proposals

Benefits of the Proposals

Shareholders who are in any doubt as to the contents of this document or as to the action to be taken should immediately seek their own personal financial advice from an appropriately qualified independent adviser authorised pursuant to the Financial Services and Markets Act 2000.

Conditions to the Scheme

The Diverse Income Trust PLC

Mechanics of the Scheme

(i) The Liquidation Fund

(ii) The Rollover Fund

Issue of DIVI Ordinary Shares

Special Dividend

DIVI Annual Redemption Facility

Appointment of the Chairman to the DIVI Board

Risk Factors relating to the Proposals

Conditionality of the Proposals

Risks associated with DIVI

DIVI Ordinary Shares

Discounts

Liquidity

Dividends

Valuation

Taxation

Overseas Shareholders

Those Shareholders with a registered address in the United States, Canada, Australia or Japan should note that they are not meant to receive this document relating to the Proposals, and will receive cash in the Company' liquidation.

Taxation

Costs of the Proposals

Irrevocable Undertaking and Letter of Intent

General Meetings

Action to be taken

Shareholders are urged to vote in favour of all of the Resolutions to be proposed at the General Meetings of the Company referred to above.

If you are in any doubt as to your tax position, or if you may be subject to taxation in a jurisdiction other than the UK, you are recommended to seek immediately your own personal tax advice from an independent professional adviser.

Recommendation

PART II

THE SCHEME

1 Total Assets

2 Apportionment of the Company's Total Assets

3 Application of the Liquidation Fund

4 Entitlements under the Scheme

5 Calculations of the Value of Total Assets

6 Reliance on Information

7 Conditions of the Scheme

8 Miscellaneous

PART III

FURTHER INFORMATION ON THE DIVERSE INCOME TRUST PLC

Investment Objective and Policy

Borrowing Limits

Dividend Policy

Manager

PART IV

ADDITIONAL INFORMATION

1 Taxation

The Company

Shareholders

Liquidation Fund surplus

HMRC Clearances

Stamp Duty and Stamp Duty Reserve Tax

DIVI

2 Transfer Agreement

3 Dissenting Shareholders

4 Miscellaneous

5 Documents available for inspection

30 August 2013

PART V

DEFINITIONS

NOTICE OF FIRST GENERAL MEETING

MITON INCOME OPPORTUNITIES TRUST PLC

(THE "COMPANY")

Special Resolutions

2 That:

3 That:

MIGO OPPORTUNITIES TRUST PLC Proxy Solicitation & Information Statement 2013