(WII.L) Welsh Industrial IT PLC Buy/Sell

Welsh Industrial Investment Trust plc ("the Company")
Directors' dealings

On 17 March 2010 Alfred Patrick Stirling advised the Company that on 15 March 2010 he had sold 36,119 ordinary shares of 5p each in the Company at a price of 230p per share.

On the same day, 15 March 2010, Mr Stirling purchased 16,682 ordinary shares and his wife purchased 19,437 ordinary shares both at a price of 230.125p per share.

Following these transactions Mr Stirling continues to hold a beneficial interest in 152,500 ordinary shares representing 11.3% of the issued ordinary share capital of the Company.

Further information:

Welsh Industrial Investment Trust plc
B J Hallett Company Secretary 01489 570861

Welsh Industrial Investment Trust plc

3 Spital Yard, Spital Square, London E1 6AQ

Interim Dividend

Following the issue of a Circular to all shareholders yesterday, the Board has today declared an Interim Dividend of 6p per ordinary share payable on 31 March 2010 to shareholders on the register at 19 March 2010.

11 March 2010

WELSH INDUSTRIAL INVESTMENT TRUST PLC

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

Background to and reasons for the Proposals Shareholders will be aware that three shareholders representing 62.1% of the Ordinary Shares in the Company have called for the liquidation of the Company
and the return of capital to Shareholders as soon as possible. On 6 November

2009 the Company's Directors announced that it had already begun a short-term realisation policy towards achieving these objectives and, would in due course send a circular to Shareholders incorporating the necessary Notice of General Meeting.

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

Preference Shares The Company has in issue 1,350,000 Ordinary Shares of 5p each and 225,000 8.75% Preference Shares of 20p each. The voting rights attached to the Preference Shares are restricted to resolutions to winding up the Company, or to vary the special rights attached to the Preference Shares. In the current circumstances therefore holders of the Preference Shares are entitled to vote at the General
Meeting on these resolutions and upon the winding-up of the Company. The

Preference Shares rank first in the return of capital, being however, restricted to the return to them of the nominal amount paid up on such Preference Shares, together with any arrears of the preference dividend.

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

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

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

appropriate.

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

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

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

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

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

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

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

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

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

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

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

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

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

Resolution 1

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

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

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

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

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

Resolution 2

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

Proposed distribution in specie

It is intended that, following the payment in full to all Preference

Shareholders, the Company's holding of shares in SpaceandPeople plc and Wheelsure Holdings plc will not be sold in the market but, subject to the
comments below, distributed to Ordinary Shareholders pro-rata to their

shareholding in the Company by way of a distribution in specie.

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

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

Resolution 3

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

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

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

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

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

Suspension of Ordinary Shares from trading on the London Stock Exchange and suspension of the listing for the Ordinary Shares
on the Official List 7.30 a.m. on 1 April 2010
General Meeting 10.00 a.m. on 1 April 2010
Expected first cash distribution to Shareholders by 5 April 2010
Cancellation of Listing 8.00 a.m. on 31 March 2011
A copy of the Circular can be found on the Company's website

www.welshindustrial.com.

Copies of the circular have also been delivered to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:

Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS

Tel No. (020) 7066 1000

10 March 2010