Participation in Scheme

JPMorgan Fleming Mercantile IT PLC
11 February 2005


11 February 2005


JPMorgan Fleming Mercantile Investment Trust plc (the 'Company')


Participation as Rollover Company in Reconstruction of Britannic Smaller
Companies Trust plc and Intention to Acquire Own Shares


Participation as Rollover Company


The Company is pleased to announce that it is has been selected by Britannic
Smaller Companies Trust plc ('Britannic Smaller') as the sole roll-over option
for Britannic Smaller's proposed Section 110 scheme of reconstruction (the '
Scheme').


In connection with the Scheme, the Company will offer up to 3,000,000 ordinary
shares to those shareholders of Britannic Smaller who wish to continue their
equity exposure through the Company's objective of investing in UK medium and
smaller companies.


Such number of shares will be acquired by the Company through its broker in the
market today, as further detailed below, and held in treasury until the Scheme
becomes effective. Upon the Scheme becoming effective, new shares will be issued
by the Company to shareholders in Britannic Smaller who elect to rollover and an
equal number of treasury shares will be cancelled.


The new shares will be issued at a discount to net asset value which is three
percentage points narrower than the discount at which shares are purchased today
so that, overall, the process will not result in any dilution to net asset
value.  In compliance with the UKLA listing rules, the new shares will not be
issued at a price which is lower than 10 per cent. below their closing middle
market price immediately preceding the issue.


Any treasury shares not so cancelled and held in treasury will only be reissued
into the market for cash at or above NAV or in transactions of a nature similar
to the reconstruction of Britannic Smaller.



The Board considers that the proposed innovative use of treasury shares in the
circumstances outlined above will be in shareholders' best interests since it
will provide additional demand for the Company's shares, enabling shareholders
wishing to exit the Company to do so, coupled with the prospect of introducing
new shareholders for the longer term, so potentially improving the rating of the
Company's share price.


The Board will allot the new shares pursuant to a general authority given to the
Directors at the annual general meeting of the Company held on 3 June 2004 which
authorises the Directors to allot new shares of up to an aggregate nominal
amount of £1,697,833 (approximately 6.8 million shares).


Intention to acquire own shares


The Company proposes to purchase into treasury today 3,000,000 ordinary shares
(representing approximately 2.2 per cent of its issued share capital) through
its broker Dresdner Kleinwort Wasserstein ('DrKW'), specifically for the purpose
of the Scheme.


DrKW has received offers from a number of shareholders to sell to the Company
the full 3,000,000 ordinary shares at various discounts to the net asset value
per share to be calculated with debt at book value as at 10.00 a.m. today (the '
NAV').  DrKW will take in additional offers from shareholders who wish to sell
their shares to the Company until 12.00 noon today when the strike price at
which the 3,000,000 ordinary shares will be repurchased will be set.  The strike
price will be based on the widest discount to the NAV at which the full
repurchase order can be satisfied by DrKW on behalf of the Company. If
necessary, offers at the strike price will be scaled back in the same
proportion.  Shareholders who wish to make an offer should indicate the discount
to the NAV at which they are offering their shares.


Further details of the reconstruction of Britannic Smaller Companies Trust plc


Under the proposals, Britannic Smaller will be wound up and Britannic Smaller's
shareholders will be able to elect to receive shares in the Company and/or to
receive cash.  Further details of the reconstruction are set out in an
announcement released today by Britannic Smaller.


Enquiries:


Hamish Leslie Melville                                      Tel: [phone]

Chairman



David Barron/Robert Peel                                    Tel: [phone]

JPMorgan Fleming Asset Management



Robbie Robertson/Andrew Zychowski                           Tel: [phone]

Dresdner Kleinwort Wasserstein



Dresdner Kleinwort Wasserstein Securities Limited, which is regulated by the
Financial Services Authority, is acting for the Company and for no-one else in
connection with the contents of this announcement and will not be responsible to
anyone other than JPMorgan Fleming Mercantile Investment Trust plc for providing
the protections afforded to customers of Dresdner Kleinwort Wasserstein
Securities Limited, or for affording advice in relation to the contents of this
announcement or any matters referred to herein.



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