TRIO Trio Fin

    TRIO Finance Limited                              

PRESS RELEASE

                                                                30 January 2007

TRIO Finance Limited announces Proposed Re-classification of Listing

Introduction

TRIO Finance Limited (the "Company") announces today that it intends to
re-classify its listing from that of an investment company under Chapter 15 of
the Listing Rules of the Financial Services Authority to that of an overseas
investment company with a secondary listing under Chapter 14 of the Listing
Rules.

The Company is convening an Extraordinary General Meeting for Monday 26
February 2007 at 10.30am at Dorey Court, Admiral Park, St Peter Port, Guernsey
GY1 3BG for shareholders to consider, and, if thought fit, approve the
re-classification. Assuming that the resolution is passed, it is expected that
the re-classification will take effect on 27 February 2007.

At the Extraordinary General Meeting, a further resolution will also be
proposed, conditional upon the approval of the re-classification of the
Company's listing and such re-classification becoming effective, to amend the
Company's Articles of Association in order to remove the restriction on the
Company's payment of dividends out of surpluses derived from the sale or
realisation of the Company's investments and approve the release of the profits
credited to the capital reserve of the Company in respect of such surpluses.

Background to and reasons for the proposal

At the time of the Company's initial public offering in June 2006, Chapter 15
of the Listing Rules provided the only route for the Company to obtain a full
London listing as an investment company on the London Stock Exchange.

In October 2006, the UK Listing Authority announced (and confirmed in a
subsequent consultation paper published in December 2006) a change in practice
so that overseas investment entities would be permitted to list under Chapter
14 of the Listing Rules, without having to have a primary listing in another
jurisdiction.

Chapter 14 of the Listing Rules, which is currently entitled "Secondary listing
of overseas company" but which the UK Listing Authority has proposed in
consultation to re-name as "The European Core Standard", sets out directive
minimum standards that overseas companies must comply with to obtain and
maintain a secondary listing on the London Stock Exchange, and does not impose
the same level of initial and on-going requirements on non-UK investment
entities seeking a listing on the London main market as Chapter 15.

In particular the ongoing requirements of Chapter 15 specify that, subject to
limited exceptions, investment entities must comply with Chapter 11 of the
Listing Rules, which requires (among other things) the obtaining of shareholder
approval and/or independent "fairness" opinions in respect of transactions
entered into between the investment entity and its "related parties", which
include the investment manager of the investment entity and the investment
manager's associates (and which may, in certain circumstances, include other
investment entities managed by the investment manager). An entity's "related
parties" also include its substantial shareholders (holders of ten per cent. or
more of its voting shares), its directors and shadow directors, certain joint
venture partners, persons exercising significant influence over the entity and
each of their respective associates.

The Company stated in its prospectus published at the time of its initial
public offering in June 2006 that the Company's investment policy specifically
contemplates that the Company may invest in other vehicles managed by the
Investment Manager or its affiliates, provided that the investment objective of
any such vehicle is compatible with the Company's investment objective. The
ability of the Company to engage in such transactions on a timely and efficient
basis may be constrained by the related party transaction rules imposed by
Chapter 15, in particular to the extent that they would require the Company to
obtain shareholder approval and/or independent opinions in respect of such
transactions. These related party transaction requirements referred to above do
not apply to companies listed under Chapter 14 of the Listing Rules. Therefore,
the Company would have listed under Chapter 14 at the time of its initial
public offering, had it been permitted to do so at that time.

Accordingly, as it now has the opportunity to re-classify its listing, the
Company is seeking shareholder approval for the re-classification.

Effects of the re-classification

The effect of the re-classification is that the provisions of Chapters 7 to 13
(inclusive) and Chapter 15 of the Listing Rules would cease to apply to the
Company (save for the intention of the Board that the Company should
voluntarily comply with these rules, subject as hereafter mentioned). In
summary, these requirements relate to the following matters:

  * the application of certain generic "Listing Principles" (Chapter 7);
   
  * the requirement to appoint a sponsor in certain circumstances (Chapter 8);
   
  * various continuing obligations imposed on a listed company, including
    specific contents requirements for circulars issued by the Company
    (Chapters 9 and 13);
   
  * the requirement to announce or obtain shareholder approval for certain
    transactions (depending on their size and nature) and for certain
    transactions with "related parties" (Chapters 10 and 11);
   
  * certain restrictions in relation to the Company dealing in its own
    securities and treasury shares (Chapter 12); and
   
  * certain requirements which are specific to investment entities, including
    in relation to corporate governance, investment policies, dividends and
    investment diversification (Chapter 15).
   
A summary of the provisions of Chapters 7 to 13 (inclusive) and Chapter 15 of
the Listing Rules will be set out in the Circular. A summary of the more
limited requirements of Chapter 14 of the Listing Rules will also be set out in
the Circular.

Ongoing voluntary compliance by the Company with certain Listing Rules
applicable to investment companies listed under Chapter 15

Notwithstanding the proposed re-classification of the Company's listing under
Chapter 14 of the Listing Rules, the Board's intention is that the Company
should continue to comply on a voluntary basis with the provisions of the
Listing Rules which would otherwise cease to apply, save in relation to the
following:

* the rules relating to related party transactions (Listing Rule 15.4.16 and
Chapter 11 of the Listing Rules);

* the restriction on the payment of dividends by the Company unless they are
covered by income received from underlying investments (Listing Rule 15.2.13(1)
and (2));

* the restriction on the Company's ability to pay dividends arising out of
surpluses derived from the realisation of its investments (Listing Rule
15.2.14);

* the requirement to publish a statement of compliance with the Combined Code
(which in any event is subject to an exemption in favour of overseas companies,
upon which the Company has previously relied);

* the requirement that the Directors comprise a majority of the directors of
the other companies or funds in which the Company principally invests and will
control the investment policy of those companies or funds to ensure that they
comply with the investment policy of the Company (Listing Rule 15.2.10(1));

  * the requirement that not more than 10 per cent. in aggregate of the value
    of the total assets of the Company at the time of its admission to the
    Official List may be invested in other listed investment companies or
    listed investment trusts (Listing Rule 15.2.11);
   
* the requirement that not more than 20 per cent. of the total assets of the
Company (consolidated where applicable) may be lent to or invested in the
securities of any one company or group (including loans to or shares in the
Company's own subsidiaries) at the time when the investment or loan is made
(Listing Rule 15.2.10(3)); and

* the Company will not appoint a sponsor following the re-classification of its
listing (Chapter 8 of the Listing Rules).

Various proposed amendments to Chapter 15 have been published by the UK Listing
Authority which are scheduled to come into effect in the third quarter of this
year. To the extent that the Chapter 15 requirements change in the future, the
Company's voluntary compliance will not extend to any future additional
requirements and the Company will cease to comply with any Chapter 15
requirements which are subsequently relieved (or extinguished), to the extent
of any such relief.

It should be noted that the UK Listing Authority will not have the authority to
monitor the Company's voluntary compliance with the Listing Rules applicable to
investment companies listed under Chapter 15 (and will not do so) nor impose
sanctions in respect of any breach of such requirements by the Company.

Amendments to the Articles of Association

It is proposed to amend the Articles of Association of the Company, conditional
on the passing of the resolution to approve the re-classification and the
re-classification of the Company's listing under Chapter 14 becoming effective
and to remove the restriction on the Company's payment of dividends out of
surpluses derived from the sale or realisation of the Company's investments. It
is also proposed to release the profits credited to capital reserve of the
Company in respect of such surpluses. The profits of the Company credited to
the capital reserve account of the Company released from such reserve, insofar
as comprising profits of the Company otherwise available for distribution to
members in accordance with applicable law, will thereupon become distributable
profits of the Company.

Extraordinary General Meeting

The Circular convening the Extraordinary General Meeting is expected to be
posted to the shareholders on Friday 2 February 2007. It will also be submitted
to the UK Listing Authority and made available for publication at the UK List
Authority's Document Viewing Facility.

Information about the Company

TRIO Finance Limited is a Guernsey-domiciled closed-ended real estate
investment company that invests primarily in a diversified portfolio of real
estate related financial assets, including commercial and residential mortgage
backed securities and commercial real estate loans. The Company also invests in
the residual income positions of securitisation transactions. The Company's
investment objective is to provide stable income returns to shareholders in the
form of semi-annual dividends and the potential for capital growth.

The Company's Investment Manager is Wharton Asset Management Bermuda Limited.
The Investment Manager has appointed Wharton Asset Management UK Limited, an
investment management company incorporated in the UK and authorised and
regulated by the Financial Services Authority, to perform certain
sub-management functions.

For further information please contact:

Citigroup Tel: +44 20 7986 4000
Alex Carter

Rostron Parry Tel: +44 20 7490 8062

Simon Rostron

                                     * * *                                     

Citigroup Global Markets Limited ("Citigroup"), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is
advising the Company and no one else in relation to the proposed
re-classification and will not be responsible to anyone other than the Company
for providing the protections afforded to customers of Citigroup nor for
providing any advice in relation to the proposed re-classification, the
contents of this announcement or any transaction or arrangement referred to in
this announcement.



END

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