Result of Tender Offer

Foreign & Colonial U.S.Smllr.Co PLC
06 December 2002


Foreign & Colonial U.S. Smaller Companies PLC


RESULT OF TENDER OFFER AND MATCHING FACILITY

The Tender Offer and Matching Facility made by Cazenove & Co. Ltd, on behalf of
Foreign & Colonial U.S. Smaller Companies PLC (the 'Company') under which
Shareholders (other than Overseas Shareholders) could tender Shares at 93% of
Net Asset Value as at the Calculation Date has now been approved at an
Extraordinary General Meeting of the Company held on 4 December 2002. The Net
Asset Value (after expenses) at the close of business on the Calculation Date (5
December 2002) was £1.8297 per Share. The Tender Offer Price is therefore
£1.7016 per Share.

The Board also announces that, following the final warrant exercise date on 30
November 2002, 1,357,738 warrants have been subscribed for the same number of
shares. Applications for these shares to be listed will be made and allotments
made accordingly.

1,162,191 warrants remained unexercised by their holders. A trustee, The Law
Debenture Trust Corporation p.l.c. has, under the terms of the warrants, been
appointed and has exercised conversion rights on the warrants on behalf of the
holders, and tendered the resulting shares. The surplus arising after deduction
of the exercise price of 100p per share and the trustee's expenses, will be paid
pro rata to those warrantholders who did not exercise their warrants.

The result of the Tender Offer was as follows:

Total Number of Shares in issue: 33,785,269
(following the exercise of all the warrants)

Total number of Shares to be bought back under the Tender Offer: 6,935,500

Total number of Shares to be purchased under the Matching Facility: 36,641

All tender and purchase instructions will be satisfied in full.


Following settlement of the Tender Offer, which is expected to be made on 11
December 2002, 26,849,769 Shares will be in issue (85.93 per cent. of the
current issued share capital of the Company) and there are no longer any
warrants in issue.


Enquiries

Robert Siddles               020 7628 8000
F&C Management Limited

Angus Gordon Lennox          020 7588 2828
Cazenove & Co. Ltd


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