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MILLBROOK SCIENTIFIC INSTRUMENTS PLC

("Millbrook" or the "Company")

PROPOSED CANCELLATION OF ADMISSION, PROPOSED CHANGE OF NAME AND GENERAL MEETING

Summary 

The Company announces that it is seeking Shareholder approval for the cancellation of admission to trading on AIM of the Company's Ordinary Shares.

A circular will be posted to Shareholders later today and, together with this announcement, it will explain the rationale behind the proposed Cancellation and why the Directors unanimously consider the proposed Cancellation to be in the best interests of the Company and its shareholders as a whole and why they recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings of Ordinary Shares. 

Shareholder approval is required under the AIM Rules for the proposed Cancellation and under the Act for the proposed change of name of the Company. 

A General Meeting of the Company will be held at 12.00 p.m. on Thursday 5 November 2009 at the offices of Halliwells LLP, 3 Hardman Square, Spinningfields, Manchester M3 3EB at which the Resolutions will be proposed. A notice convening the General Meeting is set out at the end of this document.

For further information please contact:

Millbrook Scientific Instruments Plc

Stephen Blank, Chairman

Paul Grasske, Chief Executive

Tel: +44 (0) 1978 261 615

Zeus Capital Limited

Alex Clarkson / Tom Rowley

Tel: +44 (0) 161 831 1512

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2009
Dispatch of the Circular	Tuesday 20 October
Latest date and time for receipt of Forms of Proxy	12.00 p.m. on Tuesday 3 November
General Meeting	12.00 p.m. on Thursday 5 November
Proposed date and time of Cancellation	7.00 a.m. on Tuesday 17 November

1.       Background and Reasons for the Proposed Cancellation

The Directors believe that the costs and regulatory requirements associated with maintaining the AIM Admission are a significant burden on the Company's financial resources. These costs include fees paid to the Company's nominated adviser, broker and registrars, annual fees paid to the London Stock Exchange plc, costs relating to public announcements and the additional fees and expenses of Directors, accountants and lawyers engaged to provide services in connection with maintaining the AIM Admission. The Company estimates that if the Cancellation is approved by Shareholders the Group will save approximately £50,000 per annum.

In our announcements of 22 September 2009 and 6 October 2009, we referred to the placing into administration of MIL, one of the Company's subsidiaries. The effect of this is that the Group now has only one operating subsidiary which will henceforth have to operate in the full glare of the public spotlight. The Directors consider that this places it at a considerable commercial disadvantage to its competitors, most of which are divisions of major international groups, the rest being private companies, which do not have to comply with the disclosure rules applicable to an AIM listed company.

Furthermore, the Board believes that maintaining the AIM Admission is, and would continue to be, a significant burden and drain on management time. As at the close of trading on 15 October 2009 the Company had a market capitalisation of approximately £921,000. Given the size of the Company, the Board believes that a disproportionate amount of management time is spent dealing with AIM related matters and issues. The Board believes that Shareholders would be better served if the Directors and key management were free to focus on the underlying business without the time drag and other commitments which are an inevitable part of operating in a public market arena.

In addition to the direct and indirect costs involved in maintaining the AIM Admission, the Board considers few benefits accrue to the Company or Shareholders from the AIM Admission and in particular:

• the Company has seen limited trading volume in its Ordinary Shares, with an average daily volume of approximately 49,792 shares (which represents approximately 0.07 per cent. of the entire issued share capital of the Company) over the three months ending 30 September 2009 (excluding the period during which trading was suspended); and

• given its size, the Company is, without significant corporate activity, currently unlikely to benefit from any new institutional investors or additional analyst interest in the secondary market.

The Board has considered other options with a view to returning value to Shareholders whilst the Company maintains its AIM Admission. The Board believes, however, that given the current financial climate it is likely to be difficult to sell all or part of the Group at a valuation which adequately values the underlying business or is sensible in relation to the expected associated costs of such a transaction.

With this in mind, the Board has decided to propose the cancellation of admission to trading on AIM of the Ordinary Shares in order to focus on continuing to grow the inherent value of the Company. It is also carrying out a strategic review to consider how to best maximise Shareholder value and enhance the Company's ability to meet the needs of its customers. 

The Directors' intention is that the Company should remain a public but unlisted company.  

2.       Effect of the Proposed Cancellation on Shareholders

The principal effects of the proposed Cancellation would be that:

(a)    there would no longer be a formal market mechanism enabling the Shareholders to trade their shares on AIM or any other market or tracking exchange;

(b)    the Company would not be bound to announce material events, administrative charges or material transactions nor to announce interim or final results; 

(c)    the Company would no longer be required to comply with any of the additional specific corporate governance requirements for companies admitted to trading on AIM; and

(d)    the Company will no longer be subject to the AIM Rules and Shareholders will no longer be required to vote on certain matters as provided in the AIM Rules.

The Board will, however, continue to:

(a)    post information relating to the Company on its website at www.millbrook-instruments.com  (although if the Resolution to change the name of the Company is passed, the website will be changed to www.micromaterialsholdings.co.uk);

(b)    hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association; and

(c)    send Shareholders copies of the Company's audited accounts in accordance with the applicable statutory requirements.

The provisions of the City Code on Takeovers and Mergers will continue to apply to the Company following the Cancellation. 

3.       Approving the Cancellation

Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of the Shareholders voting (whether in person or by proxy) at the General Meeting. Accordingly, the notice of General Meeting, which accompanies the Circular, contains a special resolution to approve the Cancellation of Admission of the Ordinary Shares to trading on AIM. The Company has notified the London Stock Exchange of its intention to seek Shareholder approval for the Cancellation. If the Resolution is approved, it is expected that the Cancellation will take effect on Tuesday 17 November 2009, being at least 5 clear business days following the date of the General Meeting.

4.       Following the Cancellation

Whilst the Board believes that the Cancellation is in the Shareholders' interests, it recognises that the Cancellation will make it more difficult for the Shareholders to buy and sell Ordinary Shares should they so wish.

5.       Change of Name

If Resolution 1 is approved, the Directors consider it appropriate that the name of the holding company more accurately reflects the activities of its only subsidiary, Micro Materials Limited. Therefore, subject to the passing of Resolution 1, it will be proposed at the General Meeting to change the name of the Company to Micro Materials Holdings plc. Since Resolution 2 is a special resolution it must be approved by not less than 75 per cent. of the Shareholders voting (whether in person or by proxy) at the General Meeting. 

6.       General Meeting

Set out at the end of the Circular is the notice convening the General Meeting to be held at the offices of Halliwells LLP, 3 Hardman Square, Spinningfields, Manchester M3 3EB on Thursday 5 November 2009 at 12.00 p.m. at which the Resolutions will be proposed.

7.       Action to be taken by Shareholders

A Form of Proxy for use at the General Meeting will accompany the Circular. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to the Company's registrars, Share Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL, as soon as possible, but in any event so as to be received by no later than 12.00 p.m. on 3 November 2009. The completion and return of a Form of Proxy will not preclude a Shareholder from attending the General Meeting and voting in person should he or she so wish.

8.       Recommendation

For the reasons set out above, particularly in paragraph 1, the Directors consider that the Cancellation and the change of name will promote the success of the Company and are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings of 672,000 Ordinary Shares, representing approximately 0.91 per cent. of the entire issued share capital of the Company.

  

DEFINITIONS

"Act"	the Companies Act 2006
"Admission"	the admission of the Ordinary Shares to trading on AIM
"AIM"	a market operated by London Stock Exchange plc
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time (including, without limitation, any guidance notes or statements of practice) which govern the rules and responsibilities of companies whose shares are admitted to trading on AIM
"Board"	the board of directors of the Company at the date of this document
"Cancellation"	the proposed cancellation of the Company's Ordinary Shares from admission to trading on AIM, subject to the passing of Resolution 1
"Circular"	the circular posted to Shareholders on 20 October 2009
"Company" or "Millbrook"	Millbrook Scientific Instruments plc
"Directors"	the directors of the Company
"General Meeting" or " GM"	the general meeting of the Company, convened for 12.00 p.m. on Thursday 5 November 2009, and any adjournment thereof, which will consider the Resolutions
"Form of Proxy"	the form of proxy enclosed with the Circular for use by Shareholders in connection with the GM
"Group"	Millbrook and its subsidiaries
"MIL"	Millbrook Instruments Limited in Administration
"Ordinary Shares"	ordinary shares of 1p each in the capital of the Company
"Resolution 1"	the first special resolution to be proposed at the General Meeting, relating to the Cancellation
"Resolution 2"	the second special resolution to be proposed at the General Meeting, relating to the change of name of the Company
"Resolutions"	together, Resolution 1 and Resolution 2
"Shareholders"	holders of Ordinary Shares and "Shareholder" means any one of them

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