Proposals for Reconstruction

Govett Strategic Trust plc
17 November 2003

Govett Strategic Trust plc

Proposals for the reconstruction of Govett Strategic Trust plc


The Board of Govett Strategic Trust plc (the 'Company') announces that it has
today posted a circular to shareholders convening extraordinary general meetings
to consider proposals for the reconstruction of the Company.


Background to and reasons for the Proposals


The Board were made aware in November 2002 that the senior manager for the
Company's investment portfolio would be leaving Govett Investment Management.
Subsequent to the departure in May 2003 of this senior manager, the Board
initiated a process to review all the options available in the light of
uncertainty over the Company's management arrangements. Following a thorough
review of the options available to the Company, the Directors have determined
that, on balance, it would be in the interest of GST Shareholders as a whole to
propose a scheme of reconstruction (the ''Scheme'') with the aim of enhancing
shareholder value and maintaining long-term and stable management for the assets
of the Company.



The Proposals



The Proposals will comprise a members' voluntary liquidation of the Company,
together with the following

options for GST Shareholders (the ''Options''):

  • rolling some or all of their investment in the Company over in a
    tax-efficient manner into an existing investment trust, Fidelity Special
    Values PLC (''FSV''), managed by Fidelity Investments International (''
    Fidelity'') which will act as a successor vehicle to the Company. Summary
    details of FSV and the characteristics of the FSV Shares are set out below;
  • rolling some or all of their investment in the Company over into Gartmore
    Govett Money Market Fund (the 'Money Market Fund'), an authorised unit trust
    managed by Gartmore Fund Managers Limited which will act as a successor
    vehicle to the Company; and
  • realising some or all of their investment in the Company for cash
    immediately.



GST Shareholders may elect for a mixture of FSV Shares and/or Money Market Fund
Units and/or cash, as suits each GST Shareholder's personal investment
requirements. The Proposals are subject to approval by GST Shareholders at the
First and Second EGMs. The members' voluntary liquidation of the Company is
subject to approval by GST Shareholders at the Second EGM of a resolution to
wind up the Company.



Management



On 4 November 2003, Allied Irish Banks, p.l.c. (''AIB'') announced its intention
to sell certain of the management contracts of Govett Investment Management to
Gartmore Investment Management p.l.c. AIB stated that certain management
contracts would be excluded from the sale and would be managed by AIB's Irish
based asset management company, AIB Investment Managers. Following such
announcement, Govett Investment Management confirmed to the Directors that
notwithstanding the proposed sale, Govett Investment Management will continue to
manage and conduct the affairs of the Company.



Performance



Over the period since its launch on 26 July 2002 to 18 September 2003 (being the
date prior to the announcement of the Proposals) the Company has achieved a
total return of 33.07 per cent.. This compares with a total return over the same
period of 28.74 per cent. from the FTSE All-Share Index ex 100 ex Investment
Trusts, which measures the performance of medium and small companies and which
is used by the Company as its benchmark.



Over the period since its launch on 26 July 2002 to 13 November 2003 the Company
has achieved a total return of 30.99 per cent.. This compares with a total
return over the same period of 30.92 per cent. from the FTSE All-Share Index ex
100 ex Investment Trusts.



Throughout the life of the Company, the GST Shares have traded at a discount to
their Net Asset Value. Bank borrowings, which at 31 March 2003 stood at £4.2
million, have since been repaid in full.



Elections and Valuation



Restricted Holders will not be provided with a Form of Election and will receive
cash directly from the Company under the Proposals. For the purpose of
determining the entitlement of GST Shareholders to FSV Shares under the
Proposals, a value equal to 99.75 per cent. of the formula asset value of a GST
Share on the Calculation Date (''FAV'') will be used.  The balance equal to 0.25
per cent. of FAV attributable to the entitlement of GST Shareholders who elect
for FSV Shares will represent an enhancement for the benefit of FSV
Shareholders. FSV Shares will be issued to electing GST Shareholders at a price
equal to a premium of 3.25 per cent. to the Fully Diluted Net Asset Value of FSV
on the Calculation Date. Fidelity will make a contribution (for the benefit
partly of GST Shareholders electing for FSV Shares and partly of FSV
Shareholders) to FSV of an amount equal to 0.75 per cent. of the aggregate value
of the assets attributable to those GST Shareholders who elect for FSV Shares
under the Scheme. To achieve this, Fidelity will reduce its FSV management fee
for the final quarter in 2003 by an equivalent amount.



For the purpose of determining the entitlement of GST Shareholders to Money
Market Fund Units or cash under the Proposals, a value equal to 99.25 per cent.
of the FAV of a GST Share on the Calculation Date will be used. Money Market
Fund Units will be issued to electing GST Shareholders (or to GST Shareholders
who fail to make any election) at their issue price. The balance equal to 0.75
per cent. of FAV attributable to the entitlement of GST Shareholders who elect
or are deemed to elect, for Money Market Fund Units or cash will represent an
enhancement for the benefit partly of GST Shareholders electing for FSV Shares
and partly of FSV Shareholders.



GST Shareholders should be aware that the FAV and the Net Asset Value relating
to the various Options for GST Shareholders will be different from the current
Net Asset Value because they will be subject to market movements until the
Calculation Date and because it will be necessary for the Company to incur costs
in relation to the Proposals, including the costs of realising some of its
assets, which are not included in the illustrations.



After the Liquidators have set aside sufficient assets to meet the Company's
actual and contingent liabilities, cash due to those GST Shareholders who have
elected, or are deemed to have elected, to receive cash, and the expenses of the
Scheme, the Liquidators will transfer the remaining assets of the Company to FSV
and/or to the Money Market Fund in consideration for the issue of FSV Shares and
Money Market Fund Units, as the case may be, to the GST Shareholders entitled
thereto in accordance with their elections or deemed elections.



Advantages of the Proposals



The Directors believe that the Proposals are in the best interests of GST
Shareholders as a whole because:

  • they enable GST Shareholders who elect for FSV Shares to maintain their
    investment exposure to the UK equity market;
  • they enable GST Shareholders to benefit from an uplift in the market value
    of their holding which would not otherwise be likely over the short term;
  • in the twelve months up to 18 September 2003, FSV Shares traded at an
    average premium of 3.29 per cent. to their net asset value, whereas over the
    same period GST Shares in the Company traded at an average discount of 15.35
    per cent. to their Net Asset Value;
  • they offer GST Shareholders who elect for FSV Shares and/or Money Market
    Fund Units the benefit of long-term, stable management; and
  • they offer GST Shareholders an opportunity to realise their investment for
    cash and/or Money Market Fund Units should they so wish.



The choice between the various options available under the Proposals will be a
matter for each GST Shareholder to decide and will be influenced by his or her
investment objectives and by his or her personal, financial and tax
circumstances.



GST Shareholders who are in any doubt as to the contents of this document or as
to the action to be taken should immediately seek their own personal financial
advice from their independent professional adviser authorised under the
Financial Services and Markets Act 2000.



Fidelity Special Values PLC - a successor vehicle



Introduction

Fidelity Special Values PLC is an existing UK investment trust. FSV's investment
objective is to achieve long-term capital growth from an actively managed
portfolio of ''special situation'' investments, consisting primarily of
securities listed or traded on the London Stock Exchange. FSV is managed by
Fidelity. FSV Shares are listed on the London Stock Exchange and are eligible to
be held in both PEPs and ISAs.



As at 13 November 2003, FSV had an issued share capital of 45,763,949 ordinary
shares and 3,039,360 warrants which are convertible into one ordinary share
each, on payment of 100p per warrant on 1 January 2004. As at 13 November 2003,
FSV's unaudited shareholders' funds were £145.4 million, equivalent to 317.77
pence per ordinary share. FSV's ordinary shares and warrants are traded
separately on the London Stock Exchange. The warrants expire on 1 January 2004.



Rollover Enhancement by Fidelity

In the twelve months up to 18 September 2003, FSV Shares traded at an average
premium of 3.29 per cent. to their net asset value, whereas over the same period
GST Shares traded at an average discount of 15.35 per cent. to their Net Asset
Value. Under the Proposals, GST Shareholders who elect to receive FSV Shares
will also receive an enhancement to the value of their shares as a result of
Fidelity making a contribution to FSV of an amount equal to 0.75 per cent. of
the aggregate value of the assets attributable to those GST Shareholders who
elect for FSV Shares. Such contribution will be made by Fidelity reducing its
management fee for FSV for the final quarter in 2003 by an equivalent amount.



Investment policy

FSV is managed with the aim of achieving long-term capital growth by investing
in an actively managed portfolio which consists predominantly of securities of
UK listed companies although Fidelity has the flexibility to invest up to 20 per
cent. of FSV's assets in Continental European and other overseas stock markets.
FSV concentrates on the selection of shares in individual companies, which fall
within Fidelity's definition of ''special situations''. Sector weightings are
mainly the result of stock selection and normally vary from the benchmark FTSE
All Share Index.



Bottom-up research is done by Fidelity's team of equity analysts in Europe,
organised on a pan-European sector basis. FSV's portfolio has a bias towards
medium-sized and smaller companies. The Fidelity portfolio manager believes that
it is easier to identify value among smaller companies, which are often
under-researched by the wider investment community.



FSV invests mainly in shares but may also invest in equity-related instruments
(such as convertible bonds or warrants) and in debt instruments. FSV may invest
up to 5 per cent. of its assets in unquoted securities, but it is unlikely that
Fidelity will make such investments except where it is expected that the
securities will shortly be listed. FSV has not invested and does not intend to
invest more than 15 per cent. of its gross assets in the shares of other UK
listed investment companies including investment trusts.



Special situations

The Fidelity portfolio manager for FSV is a ''value'' investor who is willing to
take a contrarian approach, often preferring to go against the main trend. The
portfolio manager looks for ''special situations'' - misvalued companies that
have fallen out of favour with investors. Although the following is not an
exclusive list, the stocks he picks fall under one or more of the following five
''key areas of interest'':

  • Industry anomalies - One of two different situations: either a stock in
    one market that is cheap against similar stocks in the same industry in
    other markets, or industries that are developing at different speeds in
    different markets. It is possible to use the experience from more mature
    markets to make predictions about the developments in less mature markets.
  • Turnarounds or recovery situations - These are companies that historically
    have performed poorly where there are early signs of improvement. They often
    involve a restructuring or sale.
  • Unrecognised growth - Growth companies selling on relatively low
    valuations in the stock market because their growth characteristics have not
    yet been recognised. They may be unusual or complex, not widely followed, or
    the growth division is hidden in a more widely based business.
  • Attractive assets - Companies are sought which sell at a large discount to
    their underlying assets. These could be listed investments, property or
    other easily realisable assets.
  • Corporate potential - Companies that have an above average chance of being
    taken over in the medium term, where this factor is not reflected in the
    valuation of the shares.



Generally, the Fidelity portfolio manager tends to find most of his ideas
outside the market leaders, and among the medium-sized and smaller companies,
because most misvalued or misunderstood companies tend to be those that are
least researched by the investment community. The relative size of the holdings
in FSV's portfolio is dictated by the level of conviction that the portfolio
manager has in the company.



Borrowing

FSV has borrowed a total of £25 million under existing facilities. FSV's board
of directors keeps the level of borrowings under review and will seek to
increase and/or to decrease borrowings when the FSV board considers this is
likely, taking into account, amongst other matters, the terms on which
borrowings are available or can be repaid, to benefit FSV and FSV Shareholders.
FSV has the power to borrow up to a sum equal to adjusted capital and reserves
(as defined in FSV's Articles of Association) but FSV's board of directors has
resolved not to borrow if as a result the aggregate of all borrowings would
exceed 25 per cent. of FSV's net assets. FSV's board of directors expects to
make further borrowings to take advantage of market opportunities.



Dividend Policy

Having regard to the relatively low dividend yield expected to be received from
FSV's portfolio it is unlikely that any amount available for dividend will be
significant even after charging a portion of such expenses and costs to capital
reserves. However in order to qualify as an investment trust, FSV may not retain
in any accounting period more than 15 per cent. of the income it derives from
shares or securities.



Performance

The performance record of FSV for the period ending on 13 November 2003 is shown
in the following table:


                                                            6 months       1 year       3 years     5 years


FSV's Share Price total return                                31.92%       39.21%        41.36%     174.68%
FTSE All Share Index total return                             13.61%       15.80%      (21.40)%     (1.48)%

Source: Datastream



GST Shareholders should be aware that past performance is not necessarily
indicative of likely future performance and that the price and/or net asset
value of the FSV Shares and the income derived from such shares may go down as
well as up and GST Shareholders may get back less than the amount originally
invested in such shares under the Proposals.



Fidelity Investments International

FSV is managed by Fidelity Investments International (authorised and regulated
by the Financial Services Authority) under a contract terminable by one year's
notice. Fidelity Investments International is part of the

Fidelity organisation, which, as at 30 September 2003, had total assets under
management exceeding £624 billion.



Additional Reconstruction

GST Shareholders should note that FSV's board of directors and Fidelity are in
discussions with another

investment trust which has a fixed life. FSV Shares may be offered to
shareholders of such other trust as one of a number of options, including a full
cash exit, which it is expected will be put forward as part of the
reconstruction of such other trust.



The Money Market Fund - a successor vehicle



GST Shareholders may elect to roll some or all of their investment in the
Company over into the Money Market Fund, an authorised unit trust. At midnight
on 7 November 2003, Gartmore Fund Managers Limited was appointed as the manager
of the Money Market Fund and Gartmore Investment Limited was appointed as the
Money Market Fund's investment adviser. The Money Market Fund's name was changed
from Govett Money Market Fund to Gartmore Govett Money Market Fund at the same
time.



GST Shareholders will be able to realise their Money Market Fund Units for their
cash equivalent at any time upon submitting the appropriate redemption
documentation to the manager. The manager will complete the settlement within
four business days following the day on which the manager receives the
redemption documentation. For the purposes of determining the number of Money
Market Fund Units to be issued, a value equal to 99.25 per cent. of the
Company's FAV will be used. The balance equal to 0.75 per cent. of FAV
attributable to the entitlement of the GST Shareholders who elect or are deemed
to elect for Money Market Fund Units will represent an enhancement for the
benefit partly of GST Shareholders electing for FSV Shares and partly of FSV
Shareholders.



Cash



GST Shareholders may elect to roll some or all of their investment in the
Company into immediate cash. For the purposes of determining the amount of cash
to be distributed to such GST Shareholders, a value equal to 99.25 per cent. of
the Company's FAV will be used. The balance equal to 0.75 per cent. of FAV
attributable to the entitlement of the GST Shareholders who elect or are deemed
to elect for cash will represent an enhancement for the benefit partly of GST
Shareholders electing for FSV Shares and partly of FSV Shareholders.



Costs and Expenses



The Company and FSV will each bear its own costs arising out of the Proposals.
The costs of the Proposals

attributable to the Company will be met by the Company out of the Liquidation
Fund. The Liquidators' retention is expected to be £50,000. The total costs of
the Proposals to the Company, before taking account of any costs associated with
the realisation of the Company's assets or the termination payment due under the
Management Agreement, are expected to amount to approximately £740,838
(including VAT) which will be deducted from the net assets of the Company when
calculating the FAV.



Illustrative Entitlements under the Proposals



Under the Proposals, GST Shareholders are being offered FSV Shares at the
Rollover Price, which will be at a premium of 3.25 per cent. to the Fully
Diluted Net Asset Value of FSV on the Calculation Date. For the purposes of
determining the entitlement of GST Shareholders to FSV Shares under the
Proposals, a value equal to 99.75 per cent. of FAV will be used. The balance
equal to 0.25 per cent. of FAV attributable to the entitlement of GST
Shareholders who elect for FSV Shares will represent an enhancement for the
benefit of FSV Shareholders. Fidelity will make a contribution (for the benefit
partly of GST Shareholders electing for FSV Shares and partly of FSV
Shareholders) to FSV of an amount equal to 0.75 per cent. of the aggregate value
of the assets attributable to those GST Shareholders who elect for FSV Shares
under the Scheme. To achieve this, Fidelity will reduce its FSV management fee
for the final quarter in 2003 by an equivalent amount.



For the purposes of determining the entitlement of GST Shareholders to Money
Market Fund Units and cash under the Proposals, a value equal to 99.25 per cent.
of FAV of a GST Share on the Calculation Date will be used.

Money Market Fund Units will be issued to electing GST Shareholders (or to GST
Shareholders who fail to make any election) at their issue price. The balance
equal to 0.75 per cent. of FAV attributable to the entitlement of GST
Shareholders who elect or are deemed to elect for Money Market Fund Units or
cash will represent an enhancement for the benefit partly of GST Shareholders
electing for FSV Shares and partly of FSV Shareholders.



The number of new FSV Shares or Money Market Fund Units or the amount of cash to
which a GST Shareholder electing for any of these Options will become entitled
under the Proposals can only be determined after the Effective Date of the
Proposals.



By way of illustration only, however, had the Proposals become effective on 18
September 2003, based on the market value of a GST Share and of an FSV Share of
105p and 311p respectively and on a net asset value of a GST Share and an FS V
Share of 124.99p and 291.56p respectively (net revenue being included in such
net asset value calculations), all as at 18 September 2003 and the assumptions
set out in the notes below, a GST Shareholder holding a GST Share who elected
for FSV Shares or Money Market Fund Units or cash would have been entitled to
receive 0.41 new FSV Shares or 1.22 new Money Market Fund Units, or 122.42p
respectively.


                                                         Attributable       Attributable % Market Value as
                                                      NAV as at 18/9/ Market Value as at        at 18/9/03
                                                                   03            18/9/03

FSV Option                                                    120.16p            124.06p            118.15
Money Market Fund/Cash Option                                 122.42p            122.42p            116.59





Notes:

(1) Attributable values are calculated on the assumption that elections for FSV
Shares are made in respect of 50 per cent. of Shares.

(2) The costs of the Proposals (exclusive of VAT) borne by the Company are
estimated to be £928,303 excluding VAT, and the Liquidators' retention is
expected to be £50,000.

(3) It is assumed that the termination fee payable to Govett Investment
Management will be £297,803 and it is further assumed that no VAT is payable on
such amount. It is assumed that no discretionary payment is made on termination
of the Management Agreement.

(4) The above figures do not take into account any costs incurred by the Company
in reorganising the Portfolio and realising its investments under the Scheme.

(5) It is assumed that FSV will incur costs (exclusive of VAT) in connection
with the Scheme of £412,766. No provision has been made for the reinvestment
costs or stamp duty which FSV may incur in investing the assets it receives
under the Scheme.

(6) The illustration is prepared on the basis that FSV does not pay stamp duty
on the securities (cash and gilts) that it receives under the Scheme.

(7) The attributable NAV under the FSV Option is calculated on the basis of the
Fully Diluted Net Asset Value of FSV, having taken into account the benefit of
the contribution to be made by Fidelity of 0.75 per cent. of the value of the
monies transferred to FSV.

(8) The figures shown are illustrative only and do not constitute forecasts. The
figures resulting from the Proposals will depend on the FAV per GST Share, the
net asset value per FSV Share and the respective market values of GST Shares and
FSV Shares at the time of implementation of the Proposals.

(9) The market value of a GST Share and of an FSV Share on 18 September 2003
(being the date prior to the announcement of the Proposals) represented
respectively, a discount of 15.99 per cent. and a premium of 6.67 per cent. to
the net asset value on that date of a GST Share or an FSV Share. By way of
comparison, in the twelve months down to 18 September 2003, FSV Shares traded at
an average premium of 3.29 per cent. to their net asset value, whereas, over the
same period, GST Shares traded at an average discount of 15.35 per cent. to
their net asset value. The market value of a GST Share and of an FSV Share on 13
November 2003 represented respectively, a discount of 6.53 per cent. and a
premium of 3.39 per cent. to the net asset value on that date of a GST Share or
an FSV Share. In this context, however, GST Shareholders should note that past
performance is not necessarily indicative of likely future performance.

(10) It is assumed that the issue price of a Money Market Fund Unit on 18
September 2003 was 100.42p.

(11) The attributable NAV shown in the above table represents, in the case of
the FSV Option, 96.13% of the NAV of a GST Share on

18 September 2003, and, in the case of the Money Market Fund/Cash Option, 97.94%
of the NAV of a GST Share on that date.



Second Interim Dividend and Special Dividend



In order to maintain the Company's status as an approved investment trust for
United Kingdom taxation purposes in respect of the period ending on 30 September
2003, the Directors intend to pay a second interim dividend to GST Shareholders
which is expected to be not less than 1.7p per GST Share.



In addition, in order to maintain the Company's status as an approved investment
trust in respect of the period from 1 October 2003 to the date of liquidation of
the Company, the Directors intend to pay a special dividend to GST Shareholders
which is expected to be not less than 0.4p per GST Share.



It is expected that both such dividends will be paid on or around 18 December
2003 to GST Shareholders on the register of members on 5 December 2003.



Management Agreement



The Management Agreement will terminate on the Effective Date. The Management
Agreement provides for the management fee and the performance fee to be payable
up to the Effective Date. In addition, it provides for compensation to be
payable for termination being made without the required twelve months' notice
being given.  The compensation comprises a Terminal Management Payment and a
Terminal Performance Payment. The Company has agreed that the Manager's
performance fee will be calculated and (if earned) payable for the period up to
the First EGM rather than the date of termination of the Management Agreement.
In lieu of a performance fee for the period between the First EGM and the
Effective Date, the Board may make a discretionary payment to the Manager in an
amount of up to 0.2 per cent. of NAV (plus VAT) at the close of business on 19
December 2003.



The Company and the Manager have further agreed in the Supplemental Management
Agreement that if the

Management Agreement were terminated on or before 25 July 2004, compensation
would be calculated as if notice of termination had been served on 25 July 2003:
this has the result of reducing the compensation otherwise payable to the
Manager so that, instead of 12 months' compensation, approximately seven months'
compensation will be payable. The Terminal Management Payment will be calculated
as approximately seven twelfths of the annual management fee and will amount to
£297,803. The Terminal Performance Payment will be nil.



Segregation and Realisation of the Portfolio



Prior to the First EGM, the Portfolio will be divided into separate funds,
corresponding to the Options available to GST Shareholders and the Liquidation
Fund to be retained by the Liquidators against the Company's liabilities.



The Company has commenced, and may continue, the realisation of its Portfolio
and will invest substantially all the cash proceeds of sale in UK gilt-edged
securities but will seek to maintain market exposure through the use of
derivative contracts. If GST Shareholders approve the Proposals at the First
EGM, each of the four segregated funds will seek to realise all its investments
through sales in the market in order to facilitate the Scheme. The major part of
the cash proceeds will then be invested in long-dated and short-dated UK
gilt-edged securities, such proportion to be adjusted to reflect the elections
actually made by GST Shareholders.



Approval and implementation of the Proposals



The Proposals are conditional on the passing by GST Shareholders of the
Resolutions to be proposed at the First EGM convened for 9.00 a.m. on 10
December 2003 and at the Second EGM convened for 7.00 a.m. on 22 December 2003.



The Proposals are conditional upon not only GST Shareholder approval, but also
(i) approval by FSV's

shareholders of FSV's participation in the Scheme, (ii) FSV's allotment of FSV
Shares and (iii) the UK Listing Authority agreeing to admit, subject to
allotment, the FSV Shares to be issued pursuant to the Scheme to the Official
List.



Failure to make an election



GST Shareholders who do not make a valid election for the purposes of the
Proposals will be deemed to have elected to receive Money Market Fund Units,
unless they are Govett PEP/ISA Investors, in which case they will be deemed to
have elected for cash. It is therefore important for GST Shareholders to elect
for their preferred Option(s).





Expected Timetable




Friday 5 December 2003                                  Record date for entitlements of GST Shareholders
                                                        to the second interim dividend and the special
                                                        dividend expected to be paid on 18 December
                                                        2003;

Monday 8 December 2003                   9.00 a.m.      Latest time and date for receipt of Forms of
                                                        Proxy for the First EGM;

                                         5.00 p.m.      Record Date for entitlements of GST Shareholders
                                                        under the Proposals;

                                         5.00 p.m.      The Company's register of GST Shareholders
                                                        closes;

                                         5.00 p.m.      Latest time and date for receipt of Forms of
                                                        Election from GST Shareholders;

Wednesday 10 December 2003               9.00 a.m.      First EGM;

Thursday 18 December 2003                8.00 a.m.      Opening of registers in respect of Reclassified
                                                        Shares and dealings in Reclassified Shares
                                                        expected to commence;

                                                        Second interim dividend and special dividend
                                                        paid to GST Shareholders;

Friday 19 December 2003                  4.30 p.m.      Dealings in Reclassified Shares suspended;

                                         5.00 p.m.      Expected calculation time for the valuation of
                                                        the Company's assets for the purposes of
                                                        determining the entitlements of GST Shareholders
                                                        under the Proposals;

Saturday 20 December 2003                7.00 a.m.      Latest time and date for receipt of Forms of
                                                        Proxy for the Second EGM;

Monday 22 December 2003                  7.00 a.m.      Second EGM and Effective Date for the
                                                        implementation of the Proposals and commencement
                                                        of liquidation;

                                                        FSV Shares and Money Market Fund Units issued
                                                        pursuant to the Scheme;

                                                        FSV Shares issued in uncertificated form
                                                        credited to the stock accounts in CREST of the
                                                        persons entitled thereto;

Tuesday 23 December 2003                                Allocation acknowledgements expected to be
                                                        despatched in respect of Money Market Fund
                                                        Units;


Wednesday 24 December 2003                              Despatch of cheques;

Tuesday 30 December 2003                                Certificates expected to be despatched in
                                                        respect of FSV Shares issued in certificated
                                                        form;


Wednesday 22 December 2004                              Listing of Reclassified Shares cancelled



Enquiries:


Sir John Riddell, Chairman                  0191 279 4222


Angus Gordon Lennox                         020 7588 2828
Cazenove & Co. Ltd



END






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