Secondary Placing

Liontrust Asset Management PLC 12 February 2001 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR JAPAN Liontrust asset management plc ('liontrust' or 'the company') secondary placing BY HSBC on behalf of the selling shareholders Introduction Pacific Investments PLC ('Pacific') has informed the board of Liontrust that Pacific's subsidiary, River & Mercantile Investment Management Limited, and Mark Johnson (a non-executive director of Liontrust and a director of Pacific), together with persons connected to him and John Beckwith (a director of Pacific) (together, the 'Selling Shareholders'), who currently own or control an aggregate of 13,066,545 ordinary shares in Liontrust (representing approximately 39.7 per cent. of Liontrust), propose to sell some of the ordinary shares they hold in Liontrust. To that end, the Selling Shareholders have appointed HSBC as agent on their behalf to place up to 8,127,427 ordinary shares in Liontrust (the 'Placing Shares') on the basis as set out below, with the intention of retaining in aggregate at least 4,939,118 ordinary shares in Liontrust (representing 15.0 per cent of Liontrust's issued share capital). Marketing and the Placing Marketing in connection with the proposed sale of the Placing Shares will commence today and book-building is expected to commence on 27 February 2001. The Placing Shares will be offered to institutional investors in the United Kingdom and mainland Europe and to certain other appropriate investors. The Placing is not open to members of the public. Subject to the Placing Shares being fully placed and there being sufficient additional demand, HSBC intends to place as principal for its own account up to a further 164,637 ordinary shares (the 'Option Shares'), representing approximately 0.5 per cent. of Liontrust's current issued ordinary share capital, arising from a partial exercise of the option granted to HSBC at the time of Liontrust's flotation in July 1999. The book-building is expected to end on or before 28 February 2001 and the placing price and the exact number of Placing Shares and Option Shares to be sold is expected to be announced on 1 March 2001. Settlement for the Placing Shares and Option Shares sold will be made through CREST on a 'T+5' basis. No commissions will be paid to placees in respect of any Placing Shares or Option Shares. Further information relating to the Placing It is expected that the Placing Agreement will give HSBC the right to terminate the Placing in certain specific circumstances and the Selling Shareholders will have the discretion to sell less than the 8,127,427 Placing Shares. The Selling Shareholders will be required to undertake not to dispose of 3,292,746 Liontrust ordinary shares held by them following the Placing until after the announcement of Liontrust's interim results for the six months ending 30 September 2001, and not to dispose of any other Liontrust ordinary shares held by them following the Placing until after the announcement of Liontrust's results for the year ending 31 March 2002. Details of the Placing Shares and the Option Shares The Placing Shares are already listed and trading on the London Stock Exchange. The Placing Shares are fully paid and rank pari passu in all respects with the existing issued ordinary shares of 1p each in the capital of Liontrust. Application has been made for a blocklisting of 350,000 ordinary shares or 0.01p each to the UK Listing Authority for the admission of any Option Shares to the Official List and to the London Stock Exchange for admission to trading. The Option Shares will be fully paid and rank pari passu in all respects with the existing issued ordinary shares of 1p each in the capital of Liontrust. Enquiries: Liontrust Asset Management PLC Nigel Legge - Joint Chief Executive Tel: 020 7412 1700 HSBC Investment Bank plc John Mellett Tel: 020 7336 9000 Tom Durie Tel: 020 7336 9000 General This announcement, for which the directors of Pacific Investments PLC are solely responsible, has been approved solely for the purposes of section 57 of the Financial Services Act 1986 by HSBC Investment Bank plc, which is regulated in the United Kingdom by The Securities and Futures Authority Limited. HSBC Investment Bank plc is acting solely as agent for Pacific Investments PLC and the Selling Shareholders and no-one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to customers of HSBC Investment Bank plc or for providing advice in relation to the Placing. This announcement has been prepared solely to provide information about the Placing and it does not constitute, or form part of, any offer or invitation to purchase Placing Shares or Option Shares, or the solicitation of any such offer. The Placing Shares have not been and will not be registered under the applicable federal or state securities laws of the US, Canada, Australia, Japan, or other jurisdiction outside of the United Kingdom. The Placing Shares may not be offered or sold within the United States, Canada, Australia or Japan. Neither this announcement nor any copy of it may be given, sent or taken into the United States of America, Australia, Canada, Japan, The Republic of Ireland or The Republic of South Africa, nor given or distributed to any US Person (within the meaning of Regulation S under the US Securities Act of 1933, as amended). None of HSBC, Pacific, the Selling Shareholders, the Company, nor any of their respective affiliates or representatives is making any representation to any potential investor regarding the legality of an investment in the Placing Shares or Option Shares by such person under any applicable laws. Each potential investor should consult with his own advisors as to legal, tax, business, financial and related aspects of any proposed purchase of Placing Shares or Option Shares.
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