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Perpetual Inc&Growth (PLI)

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Monday 09 May, 2005

Perpetual Inc&Growth

Offer Update


 Not for release, publication or distribution, in whole or in part, in or into 
 the United States, Canada, Japan or Australia or any other jurisdiction where 
to do so would constitute a violation of the relevant laws of such jurisdiction

                             For Immediate Release                             

                                  9 May 2005                                   

          PERPETUAL INCOME AND GROWTH INVESTMENT TRUST PLC ('PIGIT')           

INCREASED OFFER FOR ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF SECURITIES 
             TRUST OF SCOTLAND PLC ('STS') (THE 'INCREASED OFFER')             

                  Final Acceptance Levels and Lapse of Offer                   

PIGIT announces that, as at 1.00 p.m. (London time) on 9 May 2005, valid
acceptances of the Increased Offer had been received in respect of, in
aggregate, 59,930,050 STS Shares, representing approximately 19.67 per cent. of
the issued share capital of STS, of which valid elections under the Increased
Partial Cash Alternative had been received in respect of, in aggregate,
17,618,521 STS Shares, representing approximately 5.78 per cent. of STS's
issued share capital.

In addition, as at 1.00 p.m. (London time) on 9 May 2005:

(i) acceptances of the Increased Offer that are received without or with
insufficient cover had been received in respect of, in aggregate, 2,400,845 STS
Shares, representing approximately 0.78 per cent. of the issued share capital
of STS; and

(ii) acceptances of the Increased Offer that are technically out of order or in
respect of holdings which cannot be identified on the register of members had
been received in respect of, in aggregate, 4,181,280 STS Shares, representing
approximately 1.37 per cent. of the issued share capital of STS.

As at 2 March 2005 (the day prior to the commencement of the Offer Period) and
as at the date of this announcement, INVESCO City and Commercial Investment
Trust plc, which is deemed to be acting in concert with PIGIT, held 200,000 STS
Shares (these shares are included in the acceptances referred to in the first
paragraph of this announcement). Save for that holding, neither PIGIT nor, so
far as PIGIT is aware, any person acting in concert with PIGIT (i) held any STS
Shares or rights over STS Shares on 2 March 2005 or (ii) has acquired or agreed
to acquire any STS Shares or rights over STS Shares during the Offer Period.

As the condition as to acceptances of the Increased Offer has not been
satisfied, PIGIT confirms that the Increased Offer has lapsed.

Sir Patrick Sheehy, chairman of PIGIT, said: 'We made our offer for STS based
on our significantly superior performance record (both in terms of income and
capital growth) and with strong encouragement from a number of fund managers
whose clients held STS shares. Whilst we have enjoyed almost universal support
from independent commentators, it is both disappointing and discouraging that
the level of acceptances we announced today does not match up to that support.
Although our offer has lapsed, STS shareholders will still benefit.  Having
been trapped in a poorly performing trust with a large discount STS
shareholders now, as a result of our bid, have the opportunity to exit at much
nearer to net asset value.

Whilst we actively sought to win this takeover bid, we were not prepared to do
anything that would reduce the benefits for our shareholders. Our shareholders
can also take comfort from the board's determination to cap the costs of
PIGIT's involvement in the offer at £350,000, a level which represents less
than 0.1 per cent. of PIGIT's shareholders' funds. In this respect, the board
appreciates the substantial contribution by INVESCO towards the costs of the
offer.

The board believes that the profile of PIGIT has risen markedly during the bid
process and many more investors are aware of the consistently superior
performance which has been delivered to PIGIT shareholders throughout its 9
year life.'

Enquiries:

Perpetual Income and Growth Investment Trust Sir Patrick Sheehy  020 7065 3555 
plc                                                                            
                                                                               
Intelli Corporate Finance Limited            Gordon Neilly       020 7653 6312 
                                                                               
INVESCO Asset Management Limited             Graeme Proudfoot    020 7065 3519 
                                                                               
Lansons                                      David Masters/      07786 394688/ 
                                                                               
                                             Tony Langham        07979 692287  

Notes:

Terms defined in the Increased Offer Document and the Supplementary Listing
Particulars, each dated 18 April 2005, have the same respective meanings in
this announcement.

Intelli Corporate Finance, which is regulated and authorised in the United
Kingdom by the Financial Services Authority, is acting only for PIGIT and no
one else in connection with the Increased Offer and Admission and will not
regard any other person as its client or be responsible to any person other
than PIGIT for providing the protections afforded to clients of Intelli
Corporate Finance, or for providing advice in relation to the Increased Offer,
Admission or the contents of this announcement.

The law of certain jurisdictions may affect the availability of the Increased
Offer to persons not resident in the United Kingdom. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdictions other than the United Kingdom, should inform themselves about,
and observe, any applicable requirements. Further details in relation to
overseas STS Shareholders are contained in the Increased Offer Document.

The Increased Offer is not being made, directly or indirectly, in or into, or
by the use of the mails of, or by any means or instrumentality (including, but
not limited to, facsimile, email, telex or other electronic transmission or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, the United States, Canada,
Australia or Japan and the Increased Offer is not capable of acceptance by any
such use, means, instrumentality, facility or otherwise from within the United
States, Canada, Australia or Japan. Accordingly, copies of this announcement
must not be mailed or otherwise sent, forwarded or distributed into, in or from
the United States, Canada, Australia or Japan, including to STS Shareholders
with registered addresses in the United States, Canada, Australia or Japan or
to persons whom PIGIT or Intelli Corporate Finance know to be custodians,
nominees or trustees holding STS Shares for persons with registered addresses
in the United States, Canada, Australia or Japan. Persons receiving or
accessing a copy of this announcement (including, without limitation,
custodians, nominees and trustees) should not send, forward or distribute it
into, in or from the United States, Canada, Australia or Japan or use such
mails or any such means, instrumentality or facility for any purpose, directly
or indirectly, in connection with the Increased Offer and so doing may
invalidate any acceptance of the Increased Offer.

This announcement is not an offer, or solicitation, of securities, or
solicitation of offers to purchase the New PIGIT Shares and/or Subscription
Securities in the United States, Canada, Australia or Japan. Neither the PIGIT
Shares nor the Subscription Securities have been, or will be, registered under
the US Securities Act or under the securities laws of any state, district or
other jurisdiction of the United States, or of Canada, Australia, Japan or any
other jurisdiction other than the UK and no regulatory clearances in respect of
the New PIGIT Shares and/or Subscription Securities have been, or will be,
applied for in any jurisdiction other than the UK. Accordingly, unless an
exemption under the US Securities Act or other relevant securities laws is
applicable, neither the New PIGIT Shares nor the Subscription Securities are
being, or may be, offered, sold, resold, delivered or distributed, directly or
indirectly, in or into the United States, Canada, Australia or Japan or to or
for the account or benefit of any US Person or person resident in the United
States, Canada, Australia or Japan.


                                                                                                                         

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