Change of Name/Tender Offer

F&C Pacific Inv Tst 
25 April 2005

The following replaces the Change of Name/Tender Offer announcement released on
25 April 2005 at 13.55 under RNS number 4738L

'Calculation Date of Repurchase Price the close of business on 26 May 2005'

Should have read:

'Calculation Date of Repurchase Price the close of business on 25 May 2005'

All other details remain unchanged, and the full amended text appears below.

25 April 2005

F&C Pacific Investment Trust PLC

Circular in relation to proposals for a Change of Name, Tender Offer and
Matching Facility and related matters

Introduction

On 22 March 2005 the Company announced the implementation of a new investment
management structure with the appointment of separate service providers for the
Company. The Board appointed Witan Investment Services Limited (a wholly owned
subsidiary of Witan Investment Trust plc) as Executive Manager to have
responsibility for the commercial management of the Company, including advising
on, liaising with and monitoring the Company's investment managers and other
third party service providers. Witan will also have responsibility for the
marketing of the Company, and it is expected that this will include the
administration and servicing of savings plans. The Board has also appointed
Aberdeen and Nomura to manage the Company's assets in place of F&C, both with
pan-Pacific mandates. Finally, the Board also announced proposals for a change
of name and for a tender offer for up to 50 per cent. of the Company's issued
share capital together with a matching purchase facility enabling Shareholders
and Plan Participants to purchase Shares. The purpose of this letter is to
describe these matters in more detail and to seek your approval to the Proposals
that require it.  The Company is today posting a circular (the 'Circular') to
shareholders which describes these matters in more detail and seeks their
approval to those proposals that require it.  Terms used in this announcement
shall have the same meaning as in the Circular.

Background to Proposals

The Company's investment objective is 'to maximise shareholders' total return,
predominately through growth in capital, by investing in the Asia Pacific
region'.

The Company has suffered a sustained period of disappointing investment
performance. Against this background, the Board undertook a review which has led
the Board to take the positive and direct action of implementing a new
management structure with the aim of improving returns for investors.

The Company provides its investors with a broad-based exposure to equity markets
across the Pacific region. The Board understands that many investors, who
consider that the Pacific region is attractive, choose to invest in the region
through an investment trust which gives coverage of all of the major markets and
whose managers make the asset allocation decisions between the various markets,
as well as selecting stocks for the portfolio. The Company is one of a very
small number of trusts that provides this service.

The Board believes the case for a pan-Pacific mandate is now even stronger
because of current economic trends, in particular with the integration of the
region's economies. Within this context the Board believes that investment
managers should be able to exploit investment opportunities across the region
and be able to switch between the different markets and industries. In assessing
investment performance, the Board measures the successes and failures of an
investment manager by comparing performance against a benchmark index.

The Directors believe that the combination of the New Managers will lead to
improved returns for investors.

New management structure

On 21 March 2005 the Board appointed Witan as Executive Manager to oversee and
monitor the New Managers, and to provide commercial and executive management
services to the Company, including provision of marketing services and savings
schemes in due course. The Executive Manager will assume such responsibilities,
following the appointment of the transition manager to manage the Company's
assets over the period of the Tender Offer (which is detailed further below).
The Board believes that Witan is well placed to provide these services having
successfully managed the conversion of Witan Investment Trust plc to
multi-management during 2004.

Witan is a wholly owned subsidiary of Witan Investment Trust plc, a
multi-managed global fund with net assets of £1.2 billion. The chief executive
of Witan Investment Trust plc is Jim Horsburgh, who has over 25 years'
experience of investment management. He was with Schroder Investment Management,
where he was Managing Director of Schroder Investment Management (UK) Limited.

In addition, on 21 March 2005 the Board appointed Aberdeen and Nomura to
implement this strategy to exploit what it believes to be attractive investment
opportunities within the Pacific region better. The New Managers will take over
the management of the Company's assets following completion of the Tender Offer
detailed below. Both Aberdeen Asia and the Nomura Asset Management Group have
excellent records of investment in the Pacific region.

Aberdeen

Aberdeen is a subsidiary of Aberdeen Asset Management PLC. The Aberdeen Group is
an international investment management group, managing assets for both
institutional and retail clients from offices around the world. Aberdeen will
delegate the management of the portfolio to Aberdeen Asia and the portfolio will
be run from the Aberdeen Group's Singapore office. Total group funds under
management and advice as at 31 January 2005 total approximately £24.2 billion.
Of this some £5.3 billion is in the form of closed end investment trusts and
investment companies.

Nomura

The Nomura Asset Management Group is headquartered in Tokyo, with investment
offices in London, Singapore, Hong Kong and New York. The Nomura Asset
Management Group manages over $140 billion of assets globally (as at 31 December
2004) and employs over 700 staff world-wide including approximately 200
portfolio managers and analysts.  The Nomura Asset Management Group has been
managing Pacific Basin assets since 1981 and presently manages £11.6 billion of
assets on behalf of institutional clients investing in the Pacific Basin region.
Nomura is the London arm of the Nomura Asset Management Group, and is recognised
as a leading provider of active Pacific Basin equity management to U.K. and
European clients.

The Board believes this investment approach will engage the expertise of fund
managers with particular knowledge of the region as a whole and that the blend
should serve to improve returns for investors. The Board is convinced that a
strategy which blends investment approaches and investment styles is more likely
to result in outperformance for shareholders over a market cycle. Furthermore
the Board believes the flexibility inherent in the new management structure
where each service provider is separately employed will enhance the smooth
operation of the Company and avoids the risks inherent in being tied to a
particular investment house or investment style for all aspects of the
management of the Company.

Having reviewed the investment objective and policy of the Company in
consultation with Shareholders, the Board has concluded that it should not be
changed. Accordingly the benchmark against which investment performance will be
measured will remain the MSCI AC Asia Pacific Free denominated in sterling. Both
of the New Managers will be assuming a pan-Pacific mandate, initially on the
basis of 50 per cent. of the Company's assets each. The New Managers will have
responsibility for asset allocation decisions and gearing levels for their own
portfolios, within parameters set by the Board. The New Managers may invest
across the whole Asia Pacific region, including in Australasia and India.

In order to manage an efficient transition from F&C to Aberdeen and Nomura, the
Company will appoint a transition manager to manage the Company's assets over
the time of the implementation of the Tender Offer. In the period leading up to
the conclusion of the Tender Offer, the transition manager's role will comprise
balancing the Company's portfolio to ensure that there is sufficient cash to
meet the consideration to which Shareholders and Plan Participants are entitled
pursuant to valid tenders accepted by JPMorgan Cazenove and ensuring that the
assets in the Company's portfolio are such that each of Aberdeen and Nomura will
be handed the portfolios they have requested when they take over responsibility
for managing the Company's assets.

The Board believes that the overall costs of operating the Company under these
new management arrangements are likely to be less than the current costs
(excluding performance fee arrangements).  BNP has been appointed to provide
fund accounting and secretarial services to the Company.  Consequently the
registered office of the Company will change in due course. JPMorgan Chase Bank
will continue to act as custodian.

Share Buybacks

Between 22 March 2005 and 21 April 2005 the Company's Shares traded on a
discount between 5.8 per cent. and 8.5 per cent. This level is broadly in line
with pan-Pacific trusts Gartmore Asia Pacific Trust PLC and Martin Currie
Pacific Trust plc. As a result of the Company's Tender Offer and the appointment
of the New Managers, the Board believes that, in current market conditions, this
rating is sustainable. In the past the Board has shown a willingness to use
share buy backs and will do so again in order to manage the discount
appropriately.

Change of Name

The Directors propose that the Company's name should be changed to ''Witan
Pacific Investment Trust PLC''.

Gearing Policy

The Company will continue with its existing policy towards gearing and will, if
necessary, put in place bank facilities such that each New Manager may utilise
borrowings within agreed parameters set and monitored by the Board.

Tender Offer

The Directors have arranged for a Tender Offer to be made for up to 50 per cent.
of the Company's issued share capital at a price designed to enable those
Shareholders who wish to realise Shares in the Company to do so at a price which
is close to their fair realisable value, while ensuring that ongoing
Shareholders who do not wish to tender their Shares are not disadvantaged.
Under the Tender Offer, Shareholders (other than certain Overseas Persons) will
be able to realise up to 50 per cent. of their holdings (their ''Basic
Entitlement''). Further, Shareholders will be able to tender additional Shares,
but such tenders will only be satisfied, on a pro rata basis, to the extent that
other Shareholders tender less than their Basic Entitlement. For the purpose of
the pro-rating, Plan Participants will be treated in the same way as
Shareholders.  The Tender Offer is being made at a Repurchase Price that
represents a discount of 4.5 per cent. to the Net Asset Value per Share on the
Calculation Date. For illustrative purposes only and assuming the resolution to
approve the Tender Offer is passed by Shareholders, had the Repurchase Price
been calculated as at 19 April 2005 (the latest practicable date before
publication of the Circular) the Repurchase Price would have been 117.94 pence
per Share. This is based on an unaudited estimated Net Asset Value on 19 April
2005 of 123.4953 pence per Share (which has not been reduced by any amount for
any further dividend for the year ended 31 January 2005).

The Tender Offer is being made by JPMorgan Cazenove. JPMorgan Cazenove will, as
principal, purchase the Shares tendered by means of on-market purchases and,
following the completion of all those purchases, sell them to the Company or to
purchasers under the Matching Facility.  All Shares acquired by the Company will
be cancelled. The repurchase of Shares by the Company will be funded from the
Company's cash resources and by the sale of investments in the Company's
portfolio.

The Tender Offer is subject to the approval of Shareholders by special
resolution. It is also subject to certain conditions set out in the Circular.
JPMorgan Cazenove will scale back any purchase instruction under the Matching
Facility where fulfilment of the instruction would otherwise result in any
Shareholder or any person acting in concert with him owning 30 per cent. or more
of the issued share capital of the Company.



The Directors are making no recommendation to Shareholders as to whether they
should tender Shares in the Tender Offer. Whether they decide to tender their
Shares will depend, among other things, on their view of the Company's prospects
and their own individual circumstances, including their tax position.
Shareholders who are in any doubt as to the action they should take should
consult an appropriate independent professional adviser.

None of the Directors will be tendering his or her Shares in the Tender Offer.

Matching Facility

The Directors are aware that, with the change in management arrangements,
certain Shareholders and Plan Participants may wish to increase their investment
in the Company and accordingly have reviewed the available options with their
advisers and with the Executive Manager and the New Managers.

Concurrently with the Tender Offer, the Directors have arranged for JPMorgan
Cazenove to operate a Matching Facility for purchases of Shares. Under the
Matching Facility, Shareholders and Plan Participants (other than certain
Overseas Persons) will be able to purchase Shares at the Repurchase Price (plus
commission) to the extent that there are Shares available to be so purchased
through valid tenders. Shares purchased by JPMorgan Cazenove under the Tender
Offer will first be allocated to this facility and any balance will be
repurchased by the Company. Investors who are not currently Shareholders will,
at the discretion of JPMorgan Cazenove, be able to participate in the Matching
Facility if they have acquired Shares (with the right to participate in the
Matching Facility) and either they or their nominee is on the Register as at
5.00 p.m. on 11 May 2005, the Record Date.  To the extent that more Shares are
requested under the Matching Facility than are tendered under the Tender Offer,
such tendered Shares shall be allotted to Shareholders and Plan Participants pro
rata to the number of Shares requested on each Purchase Form. Plan Participants
will be treated in the same way as Shareholders for the purpose of such pro
rating.  JPMorgan Cazenove will charge each person purchasing Shares under the
Matching Facility a commission equal to 0.2 per cent. of the Repurchase Price of
the Shares purchased, which will form part of the consideration for the Shares.

The purchaser will also be responsible for the payment of stamp duty or stamp
duty reserve tax on any Shares purchased through the Matching Facility, in the
ordinary way. Purchasers should not send any separate payment in respect of
commission, stamp duty or stamp duty reserve tax.  The Matching Facility is
conditional upon the Tender Offer proceeding, and, as Shares may be purchased at
a discount to Net Asset Value forms part of the Tender Offer which is subject to
Shareholder approval. The Company will scale back any purchase instruction under
the Matching Facility where the fulfilment of the instruction would otherwise
result in any Shareholder or any person acting in concert with him owning 30 per
cent. or more of the issued share capital of the Company.

Dividend

Shares which are validly tendered under the Tender Offer will be eligible for
any further dividend for the year ended 31 January 2005. The dividend is
expected to be declared in May 2005.

Extraordinary General Meeting

The Tender Offer and Matching Facility and the change in the Company's name are
subject to Shareholder approval.

A notice convening an Extraordinary General Meeting of the Company, which is to
be held at 10.00 a.m. on 18 May 2005, is set out in the Circular. At this
meeting, resolutions will be proposed as follows:

(1)   A special resolution to change the Company's name; and

(2)   A special resolution to sanction the Tender Offer.



New Savings Scheme and PEP/ISA Arrangements

Notwithstanding the Company's new management arrangements with Aberdeen and
Nomura, the current savings scheme arrangements for existing Plan Participants
will remain in place for the time being. As Witan will have responsibility for
the marketing of the Company, it is expected that this will include the
administration and servicing of any new savings schemes launched in due course.

Expected Timetable
                                                                                                    2005

Latest time and date for receipt of Forms of Instruction from                         5.00 p.m. on 9 May
Plan Participants, latest time and date for receipt of Forms
of Direction from Plan Participants and latest time and date
for receipt of Purchase Forms from Plan Participants
accompanied by cheques for the purchase price

Latest time and date for receipt of Tender Forms from                                5.00 p.m. on 11 May
Shareholders and latest time and date for receipt of Purchase
Forms from Shareholders accompanied by cheques for the
purchase price

Record Date for Tender Offer and Matching Facility                                   5.00 p.m. on 11 May

Latest time and date for receipt of Forms of Proxy for the                          10.00 a.m. on 16 May
Extraordinary General Meeting from Shareholders

Extraordinary General Meeting                                                       10.00 a.m. on 18 May

Calculation Date of Repurchase Price                                     the close of business on 25 May

Result of Tender Offer and Matching Facility announced and            by the close of business on 26 May
Repurchase Price announced

Appointment of the New Managers becomes effective and the New                                     27 May
Managers take over management of the Company's assets

Settlement through CREST for the Tender Offer and Matching                                     On 1 June
Facility and despatch of cheques for the Tender Offer, as
appropriate

Balance certificates in respect of unsold Shares and Shares                                    by 6 June
acquired under the Matching Facility despatched



Enquiries:

Christopher Purvis 020 7221 6985 Chairman, F&C Pacific Investment Trust PLC

Jim Horsburgh  /James Budden        020 7818 3121
Witan Investment Services Limited

Angus Gordon Lennox                 07768 503 516
JPMorgan Cazenove Limited

Eleanor Clarke                      0207 7636973
quill Communications



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