Offer Document Posted

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

16 DECEMBER 2010

RECOMMENDED ACQUISITION OF ASSET MANAGEMENT INVESTMENT COMPANY PLC ("Company") BY

GREENWICH LOAN INCOME FUND LIMITED ("GLIF")

POSTING OF CIRCULAR AND PROSPECTUS EQUIVALENT DOCUMENT

Introduction

On 7 December 2010, the boards of GLIF and the Company announced that they had reached agreement on the terms of a cash offer with a share alternative under which GLIF will acquire the entire issued and to be issued ordinary share capital of the Company. It is intended that the Acquisition be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The AMIC Board announces that a circular to AMIC shareholders has been posted to shareholders today (the "AMIC Circular"), which seeks to explain the background to and the terms of the Acquisition and to explain why the Directors are unanimously recommending that Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting, as they have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings.

Details of the Scheme and the Share Alternative

It is intended that the Acquisition be implemented by way of the Scheme. Under the terms of the Acquisition, which are subject to the certain conditions, all the Ordinary Shares will be cancelled and by way of consideration for such cancellation Shareholders will be entitled to receive:

for each Ordinary Share an amount in cash equal to 92 per cent. of the Formula Asset Value.

The Scheme includes a Share Alternative whereby, as an alternative to receiving the Cash Consideration, Scheme Shareholders will be entitled to elect to receive New GLIF Shares on the following basis:

for each Ordinary Share such number of New GLIF Shares as shall have a value equal to 92 per cent. of the Formula Asset Value. The value attributable to a New GLIF Share is 28.25p, being the mid-market closing share price of a GLIF Share on 25 October 2010, the Business Day prior to the Indicative Offer Announcement.

For illustrative purposes, based on Formula Asset Value as at 14 December 2010, a Scheme Shareholder would receive:

for each Ordinary Share 70.08 pence or 2.48 New GLIF Shares

Shareholders will be able to receive the Cash Consideration and New GLIF Shares under the Share Alternative in respect of their holdings of Ordinary Shares in such proportions as they wish.

No dividends are expected to be paid by AMIC between the date of the Announcement and the Implementation Date. Under investment trust rules, AMIC is required to distribute 85 per cent. or more of the income that it receives in any accounting period. Under the terms of the Acquisition, any dividend which may be required to be declared in order to ensure sufficient income is distributed for the year ended 30 September 2010, and is declared prior to the Implementation Date, will be declared with a record date falling after the Implementation Date. The value of such dividends with a record date falling after the Implementation Date will not be deducted from, and will be included in, the AMIC FAV. Therefore, existing AMIC Shareholders should not expect to receive any further dividends in respect of their Ordinary Shares.

As at the close of business on 14 December 2010, AMIC's unaudited net assets (cum income) had a value of approximately £13.93 million, whilst as at 30 September 2010, GLIF's unaudited net assets had a value of approximately £67.7 million.

Based on the illustration above, if all Scheme Shareholders elected to receive New GLIF Shares under the Share Alternative, the New GLIF Shares to be issued under the Scheme would represent 33 per cent. of the enlarged issued share capital of GLIF. The Share Alternative is subject to certain conditions. The New GLIF Shares will be issued as fully paid and will rank pari passu in all respects with the Existing GLIF Shares. The New GLIF Shares will be issued following implementation of the Scheme to Scheme Shareholders on the register at the Scheme Record Date. Further particulars of the GLIF Shares are set out in the Prospectus Equivalent Document.

If you are considering making an election for the Share Alternative in respect of any of your holding of Ordinary Shares, your attention is particularly drawn to the "Risk Factors" set out in pages 6 to 15 of the GLIF Prospectus Equivalent Document. You are strongly advised to consult a stockbroker, bank manager, accountant or other independent professional adviser who, if you are taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 or from an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom who specialises in the acquisition of shares or other securities. You are advised to consider carefully in the light of your own investment objectives and having taken advice appropriate to your own financial circumstances whether it would be appropriate to elect for the Share Alternative.

If the Scheme becomes effective, cheques in respect of the Cash Consideration and/or certificates in respect of New GLIF Shares will be despatched by the Registrar to Shareholders (or the Cash Consideration will be settled through CREST, as the case may be) as soon as practicable but in any event within 14 days of the Implementation Date.

Background to and reasons for the recommendation

In October 2006, AMIC's investment policy was amended, with Shareholder approval, to enable an orderly realisation of the portfolio. The Board also committed at that time, subject to all legal and regulatory requirements, to return cash to Shareholders as and when surplus cash became available.

On 19 April 2010 the Board of AMIC announced that it had sold its entire holding of ordinary shares in City of London Investment Group PLC realising approximately £3.6 million. Following this sale, AMIC's portfolio consisted of three main assets which, together with cash, represented over 95 per cent. of AMIC's net assets. Of these three assets, the $5 million investment in the 10 per cent. promissory note issued by International Foreign Exchange Concepts (Holdings), Inc. matures on 31 May 2011 at which point the portfolio would, other than cash, hold only two unlisted investments of any significant value, namely IFDC S.A. Group and Lombardia Capital Partners. In the Board's opinion, it is unlikely that full value could be realised from either of these investments in the short term. Accordingly, the Board commenced a review of strategy to address the need to return capital while ensuring that full value could be extracted from the remaining investments and which also protected Shareholders who hold Ordinary Shares through PEPs and ISAs. It was during this review that GLIF made its initial approach to AMIC and following a period of negotiation, the boards reached agreement on the terms of a cash offer with a share alternative under which GLIF will acquire the entire issued and to be issued share capital of AMIC under a scheme of arrangement.

In concluding that the Scheme should be recommended to its Shareholders, the Board has taken into consideration various factors including, but not limited to, the following:

• the level of the Cash Consideration, at an 8 per cent. discount to AMIC's Formula Asset Value compared to the average discount to net asset value at which the Ordinary Shares have traded being 14.5 per cent. over the 12 months prior to the announcement of the intention to make an Offer;

• the certainty of value relative to net asset value that the Cash Consideration, if paid, would provide for Shareholders in the current economic climate, notwithstanding the fact that it may not match the Board's assessment of the underlying asset value that could potentially be realised over a longer time period;

• the Cash Consideration provides Shareholders the opportunity to exit in full rather than participate in the ongoing strategy of the Enlarged Group;

• the option to elect for the Share Alternative, for Shareholders who hold Ordinary Shares in PEP and ISA accounts and who wish to participate in the ongoing strategy of the Enlarged Group to do so while retaining their investment in their tax efficient wrapper;

• the significant number, by shareholding, of Shareholders who have indicated, through the signing of irrevocable commitments their support for the Acquisition; and

• the implications for AMIC of the scheduled repayment of the International Foreign Exchange

Concepts (Holdings), Inc. promissory note investment which matures on 31 May 2011 which

represents approximately 27 per cent. of the Company's current net assets.

Information on GLIF

A copy of the prospectus equivalent document in relation to the New GLIF Shares has been posted to AMIC Shareholders.

Irrevocable undertakings

As at 16 December 2010, GLIF had received irrevocable undertakings over, in aggregate, 4,990,888 Ordinary Shares, representing approximately 28.8 per cent. of AMIC's existing issued share capital, from Philip J Milton & Company Plc and certain Directors to vote in favour of the resolutions to be proposed at the Meetings approving the Acquisition and the Scheme.

The Directors intend to vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting, and to direct, where possible, or otherwise procure, that the registered holder should vote in favour, in relation to their beneficial shareholdings. The aggregate beneficial holdings of the Directors represent approximately 9.9 per cent. of the existing issued Ordinary Share capital of the Company.

Intentions for Directors, management and employees

GLIF has informed the Board that, following the Scheme becoming effective, it will have no requirement for the services of AMIC's two employees, George Robb and Bharat Bhagani, and their service contracts will be terminated. AMIC has, therefore, entered into compromise agreements with each of Messrs Robb and Bhagani terminating their employment on the Implementation Date, conditional upon the Scheme becoming effective. The agreements provide that each of them will receive a payment equivalent to the notice due under their respective service contracts together with any benefits payable for such period. They will, in addition, receive the statutory redundancy payment to which they are each entitled. Mr Bhagani will also receive a compensatory payment.

The directors of AMIC intend to resign as Directors following the Scheme becoming effective and their expectation is that they will have no further continuing business involvement with AMIC. The Directors will receive a payment equivalent to three months' notice upon termination and no other compensation will be payable to Directors in connection with their loss of office.

Conditions

The Acquisition will be implemented by means of a scheme of arrangement by AMIC under Part 26 of the Companies Act 2006 and will be conditional upon, amongst other things, the approval of the Scheme by Shareholders and the sanction of the Scheme and the confirmation of the associated Capital Reduction by the Court.

Shareholder Meetings

Completion of the Acquisition is conditional upon, amongst other things, Shareholders' approval being obtained at the Court Meeting and the General Meeting. The purpose of the Court Meeting is to enable Shareholders to consider and, if thought fit, approve the Scheme. The purpose of the General Meeting is to enable Shareholders to vote on matters related to the Acquisition.

Terms used in this announcement shall have the same meaning as set out in the AMIC Circular.

Expected Timetable of Principal Events*

Event	Time	Date, 2011
Latest time for lodging Forms of Proxy for: - Court meeting - General meeting	10.00 a.m. 10.15 a.m.	Friday, 7 January Friday, 7 January
Voting Record Time	6.00 p.m.	Friday, 7 January
Court Meeting	10.00 a.m.	Tuesday, 11 January
General Meeting	10.15 a.m.	Tuesday, 11 January
Latest time for return of Form of Election or submission of a valid TTE instruction in CREST	11.00 a.m.	Friday, 21 January
FAV Calculation Date	6.00 p.m.	Friday, 21 January
The following dates are subject to change. These times and dates are indicative only and will depend, amongst other things, on the date upon which the Conditions are either satisfied of (if capable of waiver) waived and on which Court sanctions the Scheme and confirms the Capital Reduction and the date on which the Court Order and minute confirming the Capital Reduction is delivered to the Registrars of Companies.
Last day of dealings in, and for registration of transfer of, and disablement in CREST of, AMIC Ordinary Shares		Wednesday, 26 January
Suspension of listing of, and dealings, settlement and transfers in, AMIC Ordinary Shares	By 8.00 a.m.	Thursday, 27 January
Scheme Record Time	6.00 p.m.	Thursday, 27 January
Court Hearing Date (to sanction the Scheme and confirm the Capital Reduction)		Friday, 28 January
Implementation Date of the Scheme		Monday, 31 January
Issue of New GLIF Shares	8.00 a.m.	Monday, 31 January
Commencement of dealings in New GLIF Shares	8.00 a.m.	Monday, 31 January
Crediting of New GLIF Shares to CREST accounts	8.00 a.m.	Monday, 31 January
Latest date for dispatch of share certificates (in respect of New GLIF Shares)		Monday, 14 February
Latest date for dispatch of cheques and/or settlement through CREST of the Cash Consideration		Monday, 14 February

* All times are references to London time.

Enquiries

George Robb

Bharat Bhagani

Asset Management Investment Company PLC

+44 (0) 20 7618 9040

David Benda

Hugh Jonathan

Numis Securities Limited

(Rule 3 adviser to AMIC)

+44 (0) 20 7260 1000

General

Numis Securities Limited, which is regulated by the Financial Services Authority, is acting as financial adviser to AMIC and no-one else in connection with the Acquisition and will not be responsible to any person other than AMIC for providing the protections afforded to customers of Numis Securities Limited or for providing advice in relation to the Acquisition.

The directors of AMIC accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of AMIC (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the impact of such information.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129."

Overseas territories

The distribution of this announcement in jurisdictions other than England and Wales may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than England and Wales should inform themselves about, and observe, any applicable requirements. In particular, no offer will be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, internet, email, telex or telephone) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction and subject to certain exceptions no offer will be capable of acceptance by any such use, means instrumentality or facility or from within those territories. Copies of this announcement and any related offer documentation are not being, will not be, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction.

This announcement is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities nor shall there be any sale, issuance or transfer of the securities referred to in the announcement in the United States or any jurisdiction in contravention of applicable law.

The New GLIF Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, district, province or other jurisdiction of the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction. No regulatory clearances in respect of the New GLIF Shares have been, or will be, applied for in any state, province, territory or jurisdiction other than the United Kingdom. Accordingly, unless an exemption under relevant securities laws is applicable, the New GLIF Shares are not being, and may not be, offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction or to or for the account or benefit of any resident of the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdictions.

The availability of the offer to AMIC Shareholders who are not resident in, and citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be made available in due course as appropriate.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.