Statement re Proposed Voluntary Winding-up

Gartmore Distribution Trust PLC ('Company') and GDT Securities PLC ('GDT
Securities')

Proposed voluntary winding-up


The Boards of the Company and GDT Securities (together the 'Board') announce
the posting of a circular to Shareholders seeking their approval for the
winding-up of the Company and GDT Securities on the planned date of 30 April
2004.


Background to and reasons for the Proposals

In the Spring of 2002, ZDP Shareholders approved proposals for a redemption of
all Shareholders' ZDP Shares to the maximum extent possible and for the Group
to remain in existence and carry out a controlled realisation of the remainder
of its investment portfolio over the period to 30 April 2004. The Board's
objective was to achieve greater value for Shareholders than would be achieved
on an immediate sale of the Group's remaining assets, and its stated intention
was to make further redemptions of ZDP Shares in £5 million tranches.

In May 2002, 80 per cent. of all ZDP Shareholders' holdings were redeemed.
After further realisations of investments were made, there was a further
redemption of approximately 21 per cent. of the ZDP Shares then in issue in
November 2002. In this way, approximately £96.2 million was returned to ZDP
Shareholders as compared to the aggregate accrued capital entitlement of all
the ZDP Shares as at 30 April 2002 of approximately £114 million, the equity
portfolio was disposed of and the remaining investments comprised predominantly
income shares.

Today there are 16,510,947 ZDP Shares in issue with an unaudited Net Asset
Value on 5 April 2004 (the latest practicable date prior to the printing of
this document) of 49.4 p per Share calculated on a bid price basis. This
compares with their accrued capital entitlement on that date of 130. 49p per
Share and closing mid-market price on the London Stock Exchange of 44.5p. The
Ordinary Shares have a nil Net Asset Value and the payment of dividends
continues to be suspended.

Although the market for securities in high yielding and other split capital
investment companies has improved in the past 9 months or so, in part
reflecting improving stockmarkets generally, the Group's assets would still
need to grow by more than 160 per cent. in order for the remaining ZDP Shares
to be repaid at their final capital entitlement of 131.3p as at 30 April 2004.
Growth greater than that would be required in order for any value to be
attributable to the Ordinary Shares at that time. The Board considers it most
improbable that such levels of growth will be achievable.

Since 2002, the Board has also considered whether other courses of action could
offer Shareholders an attractive alternative. Such alternatives would need to
provide for the Group's investment portfolio to be realised over an extended
period of time so as to maximise value to Shareholders, while keeping the
ongoing running costs at an acceptable level. However, it has not been possible
to identify a practicable alternative and your Board, in conjunction with its
advisers has decided to proceed with the Proposals for the winding-up of the
Group.


As at the close of business on 5 April 2004, the latest practicable date prior
to the printing of this document, the Group had total assets of £ 8.2 million
which included £ 8.0 million in cash and £ 0.2 million in securities in high
yielding and other split capital investment companies, valued at bid prices (£
0.2 million valued at mid-market prices). Since publication of the interim
results in November 2003, the Manager has acce lerated the realisation
programme while maintaining its strategy of making disposals at fair values. It
is anticipated that, in the absence of unforeseen circumstances, the majority
of the remaining investment portfolio will have been realised by 30 April 2004.

The Proposals

Under the Proposals, both the Company and GDT Securities will be wound up by
means of members' voluntary liquidations. After setting aside sufficient liquid
assets to meet known actual and contingent liabilities, including the costs of
the Proposals, and an additional amount by way of the Retention, an initial
capital distribution will be made to ZDP Shareholders out of the Group's
existing cash resources (including cash to be realised prior to 30 April 2004
from the disposal of the Group's readily realisable assets). As Shareholders
may be aware, the Financial Services Authority (the 'FSA') is investigating a
number of fund managers and brokers in connection with its enquiry into the
split capital investment trust market. The FSA is not expected to publish its
findings for some time, at which point the Company, with the Liquidators acting
on its behalf, will be in a better position to assess whether it has a claim
against any third parties. Further, the FSA is currently seeking agreement from
fund managers and other companies (which does not include the Company or GDT
Securities) under investigation to enter into a settlement process in relation
to its split capital investment trust investigations. It is not possible to say
at this time whether any such settlement process may lead to compensation
payable to the Company or GDT Securities or their Shareholders. In view of this
uncertainty, and the potential costs of making any claim that may arise (should
that be considered appropriate by the Liquidators in due course), the Retention
is currently estimated to be £900,000. It would not be the intention of the
Liquidators to embark upon any major litigation against a third party without
prior consultation with Shareholders.

On the assumption that bid prices quoted in the market for the remaining
readily realisable assets as at the close of business on 5 April 2004 are
achieved, and subject to there being no unforeseen circumstances, it is
calculated (for illustrative purposes only) that this initial capital
distribution will be 42.9p per ZDP Share. On the basis of the expected
timetable, the initial capital distribution will be paid in the first week of
May 2004.

Further capital distributions may be made by the Liquidators when appropriate
if and to the extent that the Group's remaining less liquid assets are realized
and/or as the Retention is released, although any such distributions
representing realization proceeds of the Company's less liquid assets are
likely to be small.

It is proposed that when the Company and GDT Securities are placed into
liquidation, the Liquidators will seek to realise the Group's remaining
investments as soon as possible, consistent with achieving the best price
reasonably obtainable. To the extent that, in the opinion of the Liquidators,
the price obtainable for an investment does not fairly reflect its underlying
value, the Liquidators may choose to hold that investment for a longer period,
or to maturity, except where this would unduly prolong the liquidation process.

If any distribution otherwise payable to a Shareholder is of an amount of £3.00
or less, such distribution will not be made to Shareholders but instead be
carried forward and if not ultimately distributed will, together with a
subsequent distribution, be paid by the Liquidators to Age Concern England
registered charity number 261794.

The existing agreement for investment management services between the Company
and the Manager will terminate on the appointment of the Liquidators (save to
the extent that Gartmore can assist in the orderly liquidation of the Company).
The Manager has previously agreed to waive any entitlement to management fees
since 13 May 2002 and has waived its right to receive any compensation in
respect of its contractual notice period and the latter waiver will be
effective if the Proposals are approved. Similarly, the Directors have waived
any fees since 1 May 2002.

Benefit of the Proposals

The Board, while regretting that the poor equity market conditions since May
2002 and consequent market prices have not made it possible to extract greater
value from its investments, believes that the proposed liquidation of the Group
is the most cost effective way to complete the realisation programme and to
return cash to ZDP Shareholders as soon as is efficiently possible.

In relation to Ordinary Shareholders, the Board does not believe there is a
realistic prospect of any current net asset value becoming attributable to
their Shares as the intra group loan arrangements, which were put in place at
the time of the Company's reorganisation in Spring 2002, mean that it is most
likely that all of the assets of the Group are to be used to repay the ZDP
Shareholders.

Extraordinary General Meetings

The implementation of the Proposals will require an EGM for each of GDT
Securities and the Company. These have been convened for 3.30 p.m. and 3.35
p.m. respectively, on 30 April 2004. The notices convening these meetings are
set out in the Circular. The Meetings will be held at Gartmore House, 8
Fenchurch Place, London EC3M 4PB.

The Proposals in their entirety are conditional upon all of the resolutions to
be proposed at the Meetings being duly passed. If the Resolutions to be
proposed at the GDT Securities EGM are not duly passed, the Board will withdraw
the Resolutions to be put before the Company EGM.


Recommendation

The Board, which has been advised by Teather & Greenwood, consider the
Proposals set out in this document to be in the best interests of Shareholders
as a whole. In providing its advice, Teather & Greenwood has placed reliance on
the Directors' commercial assessment of the Proposals.

Expected Timetable

Latest time and date for receipt of Form(s) of                                 
Proxy for use at the:                                                          
                                                                               
- Extraordinary General Meeting of GDT               3.30 p.m. on 28 April 2004
Securities                                                                     
                                                                               
- Extraordinary General Meeting of the Company       3.35 p.m. on 28 April 2004
                                                                               
Registers close                                   Close of business on 28 April
                                                                           2004
                                                                               
Suspension of ZDP Shares and Ordinary Shares         7.30 a.m. on 30 April 2004
from trading on the London Stock Exchange and                                  
suspension of listing on the Official List of                                  
the UK Listing Authority                                                       
                                                                               
Extraordinary General Meeting of GDT Securities      3.30 p.m. on 30 April 2004
                                                                               
Extraordinary General Meeting of the Company         3.35 p.m. on 30 April 2004
                                                                               
Effective Date of winding-up the Company and GDT                  30 April 2004
Securities                                                                     
                                                                               
First liquidation distribution of GDT Securities                  By 7 May 2004
                                                                               

The definitions used in this announcement are as set out in the circular.

A copy of the circular is available for inspection at the UKLA's Document
Viewing Facility at 25 The North Colonnade, Canary Wharf, London E14 5HS.

Enquiries:

Ian Williams, Lanson Communications 07939 543587

Teather & Greenwood, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for the Company and GDT Securities
and no other parties in connection with the Proposals and will not be
responsible to anyone other than the Company and GDT Securities for providing
the protections afforded to customers of Teather & Greenwood or providing
advice in relation to the Proposals.

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