Investment in Renshaw Bay

RIT Capital Partners plc

Investment in Renshaw Bay Ltd

In February 2011, RIT Capital Partners plc ("RIT") announced its intention to participate in the launch of Renshaw Bay in partnership with Bill Winters and Reinet Fund S.C.A. Mr Winters, formerly the Co-Chief Executive of JP Morgan Investment Bank, has established Renshaw Bay as a new asset management and advisory group focusing on capital markets based investment strategies.

We are pleased to announce that documentation has been entered into today under which both RIT and Reinet Fund SCA ("Reinet"), a Luxembourg-listed investment fund chaired by Mr Johann Rupert, have agreed to invest in the business and will be key shareholders in the holding company of the group, Renshaw Bay Ltd ("RBL").

Following subscriptions for shares, Mr Winters, who has been appointed as the chief executive officer, and his connected persons will own 49% of RBL.  RIT and Reinet will each own 24.99% and 25.01% respectively, with the remaining shareholding held by management. Renshaw Bay will work with sophisticated investors to establish funds and new investment vehicles that are suitable for its investor clients.  Mr Winters, RIT and Reinet each intend to invest in these funds and investment vehicles. RIT will benefit from any growth in value of its shareholding in RBL and will, as a founding shareholder, have priority access to investment opportunities created by the Renshaw Bay group. Renshaw Bay LLP has applied for FSA authorisation.

Now that the above documentation has been concluded, and as indicated in our February 2011 announcement, Mr Winters will be appointed to RIT's board as a non-executive director.

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The following additional information is required under UKLA Listing Rule 10.4.1:

Under the terms of the group shareholders' agreement which has been entered into by ( inter-alia) RIT, Reinet and Mr Winters, RIT has committed to invest up to £9,995,000 in cash in RBL, with £2m to be provided initially.

The agreement contains a rebalancing provision, under which RIT and Reinet have agreed that there may be a transfer of shares between them to reflect relative contribution to the business over an initial 2 year period (alternatively RIT or Reinet may elect to make a payment to retain such shares).  The agreement also provides for the exercise of a put option by RIT, Reinet, or Mr Winters in specified circumstances. To the extent that RIT may either elect to make a payment to retain shares under the rebalancing, or be required to acquire shares under a put option, RIT intends to finance this out of cash or borrowings available to it at the time.