Response to PIGIT Offer

Securities Trust of Scotland PLC 23 March 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN. Securities Trust of Scotland plc Reconstruction proposals and formal rejection of the PIGIT Offer SUMMARY OF THE BOARD'S PROPOSALS The Board of Securities Trust of Scotland plc is today dispatching a circular to Shareholders recommending that they do not accept the unsolicited hostile offer announced by Intelli Corporate Finance Limited on behalf of Perpetual Income and Growth Investment Trust plc and confirming that the Board intends, upon the PIGIT Offer lapsing, to put forward proposals to reconstruct the Company. The Board, which has been so advised by JPMorgan Cazenove, strongly believes that its Proposals are superior and offer better value for Shareholders than the PIGIT Offer. Accordingly, the Board is unanimously recommending to Shareholders that they do not accept the PIGIT Offer. If Shareholders support the Board and the hostile PIGIT Offer fails, Shareholders will be able to vote on the Board's Proposals, which will be put forward as soon as practicable. Shareholders will then have the option to exchange their Securities Trust Shares for their choice of: • shares in New Securities Trust, a Martin Currie-managed successor to Securities Trust, which values the NAV of each Securities Trust Share at 112.5p* as opposed to the PIGIT Offer which values the NAV of each Securities Trust Share at only 110.7p*. New Securities Trust will: o have a similar investment objective and dividend policy to Securities Trust; o aim to provide an increase in Shareholders' annual income as opposed to a 20-31% reduction in income under the PIGIT Offer; o have a basic management fee of 0.4% of gross assets as compared with PIGIT's basic management fee of 0.75% of gross assets; and o have a discount protection mechanism and/or • shares in Lowland Investment Company plc (a better performing investment trust than PIGIT as demonstrated below) which values the NAV of each Securities Trust Share at 110.9p* and values each Securities Trust Share at 114.9p* on a share price basis, as opposed to the PIGIT Share offer which values each Securities Trust Share at only 107.7p* and/or • cash in respect of 100% of a Shareholder's Securities Trust Shares, should they so wish, at a value of 112.2p* per Securities Trust Share as opposed to PIGIT's Offer which is only offering 108.2p* cash per Securities Trust Share on a partial basis or any combination of the above as Shareholders wish. Securities Trust intends to pay dividends amounting to 4.7p per Securities Trust Share prior to the implementation of the Board's Proposals. Advantages of the Board's Proposals The Board believes that its Proposals will: • offer better value than the PIGIT Offer • offer more choice than the PIGIT Offer because Shareholders will have free choice between shares in New Securities Trust, shares in Lowland or cash whereas the PIGIT Offer provides only a partial cash offer and/or new PIGIT Shares • offer the option of higher income than the PIGIT Offer because the Board's Proposals aim to provide Shareholders who elect for New Securities Trust Shares with an increase in their annual income as opposed to a 20 - 31% reduction in their income under the PIGIT Offer • offer Shareholders the option, in Lowland, of a better performing investment trust than PIGIT. Enquiries: Neil Donaldson 020 7353 4200 Chairman designate, Securities Trust of Scotland plc Angus Gordon Lennox 07768 503516 JPMorgan Cazenove Limited Kirstie Hamilton / Kate Inverarity Tulchan 020 7353 4200 Communications Willie Watt / Mike Woodward 0131 229 5252 Martin Currie Investment Management Limited *The figures shown are illustrative only, calculated as at 8 March 2005, and do not constitute forecasts. The figures resulting from the Proposals will depend on the net assets of the Company at the time of implementation of the Proposals and the factors identified in the assumptions set out in Appendix II. These figures do not take into account an estimate of the costs that may be incurred by the Company in reorganising its portfolio and realising its investments. JPMorgan Cazenove Limited is acting for Securities Trust in relation to the matters referred to in this announcement and no one else and will not be responsible to anyone other than Securities Trust for providing the protections offered to clients of JPMorgan Cazenove Limited nor for providing advice in relation to the matters referred to in this announcement. JPMorgan Cazenove Limited of 20 Moorgate, London EC2R 6DA, which is authorised and regulated by the Financial Services Authority, has approved the contents of this announcement for the purposes of Section 21 of the Financial Services and Markets Act 2000. Securities Trust of Scotland plc Reconstruction proposals and formal rejection of the PIGIT Offer The Board of Securities Trust is today dispatching a circular to Shareholders recommending that they do not accept the PIGIT Offer and confirming that the Board intends, upon the PIGIT Offer lapsing, to put forward Proposals to reconstruct the Company. The Board, which has been so advised by JPMorgan Cazenove, strongly believes that its Proposals are superior and offer better value for Shareholders than the PIGIT Offer. Accordingly, the Board is unanimously recommending to Shareholders that they do not accept the PIGIT Offer. Background Securities Trust is a long-established investment trust which was incorporated in 1889. Its objective is to achieve rising income and long-term capital growth by investment in the United Kingdom. The emphasis is on companies with the potential for strong earnings and dividend growth. The performance of the Company is measured against the FTSE All-Share Index. Securities Trust is managed by Martin Currie. • Over the past five years, Securities Trust's NAV per share has outperformed the FTSE All-Share Index on a total return basis. • Over 10 years, Securities Trust has had a higher yield than the FTSE All-Share Index. • Over the financial years ended March 1995 to March 2004, Securities Trust's dividend, in aggregate, has grown in real terms. Notwithstanding these achievements, the Board decided on 29 April 2004 to conduct a strategic review to determine whether the Company could be managed in a way which would further enhance returns for Shareholders in the future. The Board included the results of the strategic review in the Company's interim results on 28 October 2004. As a consequence of the review, a significant proportion of the Company's borrowings was repaid and the gearing policy was revised. The investment approach was also revised so that the managers now have greater freedom to deviate from the benchmark index, thereby allowing greater emphasis on stock picking. The Board announced that the main focus would be on an above-average yielding portfolio with scope to deliver superior dividend growth. The Board also reinforced its commitment to growing the Company's dividend on an annual basis. Reasons why the Board did not pursue PIGIT's approach in July 2004 During the strategic review, PIGIT approached Securities Trust with proposals to merge the two companies. The Board, advised by JPMorgan Cazenove, did not proceed with these discussions on the grounds that: • The PIGIT proposals, then as now, would have resulted in a significant reduction in income for Shareholders • Securities Trust was, and is, a very different investment proposition to PIGIT with a different return profile • Securities Trust was in the middle of conducting a strategic review with the aim of enhancing returns for Shareholders • Perhaps most importantly, if the Securities Trust Board had wished to pursue such an option as the one PIGIT was offering, then it would not have been correct to engage only with PIGIT but instead to have considered the other options available. In Lowland, the Board believes that it has found a significantly better option than PIGIT. New strategy kept under review The Board noted at the time of the Company's interim results that it would keep the implementation of the revised strategy under review and would decide upon its success by no later than 31 December 2005. The Board had hoped that this new strategy would have been given time to prove itself. Offer on behalf of Perpetual Income and Growth Investment Trust plc The Board wrote to Shareholders on 8 March 2005 with its initial views on the unsolicited hostile offer for the entire issued and to be issued share capital of the Company made on behalf of PIGIT. PIGIT has now made a formal Offer and, having considered this Offer carefully, the Board sets out below why it believes that its Proposals are superior and offer better value for Shareholders. THE BOARD STRONGLY ADVISES SHAREHOLDERS NOT TO ACCEPT THE PIGIT OFFER. The Board's Proposals In the light of the PIGIT Offer, the Board has reviewed its available options, and has concluded that its Proposals are in the best interests of Shareholders as a whole. The Board's Proposals, which will be voted on by Shareholders if the PIGIT Offer fails, will comprise a members' voluntary liquidation and reconstruction of the Company. The Proposals will allow Shareholders to elect to: • rollover all or part of their investment in the Company in a tax-efficient manner into New Securities Trust, managed by Martin Currie, which will be the successor vehicle to the Company. New Securities Trust will be managed by Martin Currie in a similar way to the existing Company, with its recently enhanced investment strategy and strengthened management team, but will have the benefit of a discount management mechanism described in further detail below; and/or • rollover all or part of their investment in the Company in a tax efficient manner into Lowland, an existing investment trust managed by Henderson, further details of which are set out below; and/or • realise all or part of their investment in the Company for cash. The Proposals will be subject to the approval of Securities Trust Shareholders and Lowland Shareholders. Subject to relevant UK tax clearances being obtained, UK Shareholders will be able to rollover their investment into New Securities Trust and/or Lowland in a tax-efficient manner. Details of New Securities Trust and Lowland are set out below. Advantages of the Board's Proposals The Board believes that its Proposals will: • offer better value than the PIGIT Offer because Shareholders will have a choice of: o shares in New Securities Trust, a Martin Currie-managed successor to Securities Trust, which values the NAV of each of the Securities Trust Shares at 112.5p* as opposed to the PIGIT Offer which values the NAV of each of the Securities Trust Shares at only 110.7p*. New Securities Trust will: • have a similar investment objective and dividend policy to Securities Trust; • aim to provide an increase in Shareholders' annual income as opposed to a 20-31% reduction in income under the PIGIT Offer; • have a basic management fee of 0.4% of gross assets as compared with PIGIT's basic management fee of 0.75% of gross assets; and • have a discount protection mechanism and/or o shares in Lowland (a better performing investment trust than PIGIT) which values the NAV of each of the Securities Trust Shares at 110.9p* and values each of the Securities Trust Shares at 114.9p* on a share price basis, as opposed to the PIGIT Share offer which values each of the Securities Trust Shares at only 107.7p* and/or o cash in respect of 100% of the Securities Trust Shares, should a Shareholder so wish, at a value of 112.2p* per Securities Trust Share as opposed to PIGIT's Offer which is only offering 108.2p* cash per Securities Trust Share on a partial basis or any combination of the above as Shareholders wish. Securities Trust intends to pay dividends amounting to 4.7p per share prior to the implementation of the Board's Proposals. 2.0p of this 4.7p will be a special dividend, payable immediately prior to implementation of the Board's Proposals. • offer more choice than the PIGIT Offer because: o Shareholders will have FREE CHOICE between shares in New Securities Trust, shares in Lowland or cash, whereas the PIGIT Offer provides only a partial cash offer and/or new PIGIT Shares • offer the option of higher income than the PIGIT Offer because: o the Board's Proposals aim to provide Shareholders who elect for New Securities Trust Shares with an increase in their annual income as opposed to a 20 - 31% reduction in their income under the PIGIT Offer • offer Shareholders the choice of a better performing investment trust than PIGIT as the table below demonstrates: o Lowland has performed better Total Return to 1 March 2005* 1 Year 3 Years 5 Years % Peer group % Peer group % Peer group ranking ranking ranking Lowland 25.0 2nd out of 26 53.5 1st out of 25 102.5 1st out of 19 PIGIT 20.5 8th out of 26 42.8 2nd out of 25 90.3 2nd out of 19 * Being the latest practicable date prior to the announcement of the Offer. (Source: Datastream and the PIGIT Offer Document) o Lowland has a superior rating to PIGIT o Lowland has pursued a progressive dividend policy and has grown its dividend at an annualised compound rate of 5.2% over the past five years which compares to a rate of 3.7% for PIGIT (source: AITC; as at 28 February 2005). Illustrative entitlements under the Board's Proposals compared with the PIGIT Offer The number of New Securities Trust Shares, or New Lowland Shares, or the amount of cash to which a Shareholder electing for any of these options will become entitled under the Board's Proposals, can only be determined after the effective date of the Proposals. By way of illustration only, however, had the Proposals become effective on 8 March 2005 (the date used for calculating the illustrative entitlements as defined in the document containing PIGIT's Offer), based on the Company's calculation of its NAV of 117.2p as at 8 March 2005 and the assumptions set out in Appendix II below, the entitlements of a Shareholder on a per share basis would have been as follows: The Board's Proposals Formula Attributable Attributable Asset Value Net Asset Value Market value Election (p) (p) (p) New Securities Trust 112.5 112.5 N/A Lowland 112.5 110.9 114.9 Cash 112.5 112.2 112.2 The PIGIT Offer Formula Attributable Attributable Asset Value Net Asset Value Market value Election (p) (p) (p) PIGIT shares 111.0 110.7 107.7 Partial cash option 111.0 108.2 108.2 The figures shown are illustrative only, calculated as at 8 March 2005 and do not constitute forecasts. The figures resulting from the Proposals will depend on the net assets of the Company at the time of implementation of the Proposals and the factors identified in the assumptions in Appendix II. These figures do not take into account an estimate of the costs that may be incurred by the Company in reorganising its portfolio and realising its investments. Dividends Dividends paid to Securities Trust Shareholders have increased for nine consecutive years, in aggregate, by an amount in excess of the rate of inflation in the United Kingdom over that period. The Board intends to declare one or more interim dividends (assuming the Offer lapses and Proposals proceed) amounting in aggregate to 4.7p per Securities Trust Share, to be paid to those Shareholders on the register at the relevant record date. If Shareholders elect for New Securities Trust Shares, the Board's Proposals will aim to provide them with an increase in their annual income as opposed to a 20-31% reduction in their income under the PIGIT Offer. Elections under the Proposals For the purpose of determining the entitlement of Shareholders to New Securities Trust Shares and/or New Lowland Shares under the Board's Proposals, a value equal to 100% of the formula asset value of a Securities Trust Share on the calculation date (''FAV'') will be used. For the purpose of determining the entitlement of Shareholders to cash, a value equal to 100% of the FAV of a Securities Trust Share on the calculation date less an amount in respect of the termination fees payable by the Company to Martin Currie under the Management Agreement will be used. It is intended that New Lowland Shares will be issued by Lowland at a premium of 1.5% to the prevailing net asset value of Lowland Shares at the calculation date (having taken into account accrued but undeclared income). Henderson will contribute towards the costs of the Proposals a sum equal to 0.4% of the value of funds transferred to Lowland as a result of the Proposals. This sum will be used to pay to Securities Trust an amount equal to that amount of the termination fee that Securities Trust is liable to pay to Martin Currie under the terms of its Management Agreement on the value of the funds of Securities Trust which transfer to Lowland. Any remaining amount will be applied first to discharge any excess costs incurred by Lowland not otherwise covered by the contribution that the Company has agreed to make towards Lowland's costs, and thereafter, for the benefit of those Shareholders who elect for New Lowland Shares. New Lowland Shares which are issued under these proposals will not rank for the Lowland dividend payable in June 2005. Shareholders not making a valid election for the purposes of the Proposals will be deemed to have elected to receive New Securities Trust Shares. Overseas Shareholders will receive cash. Information on New Securities Trust New Securities Trust will be the Company's successor and will have a similar investment objective and dividend policy. New Securities Trust's investment objective will be to achieve rising income and long-term capital growth through a balanced portfolio of investments in the United Kingdom. The emphasis will be on companies with the potential for strong earnings and dividend growth. Its dividend policy will be to achieve real dividend growth over the medium term. New Securities Trust Shares will be listed on the Official List and traded on the London Stock Exchange. The capital of New Securities Trust will comprise ordinary shares and bank borrowings. The ratio of total assets invested in equities to net assets will not exceed 115%. The ratio of cash to net assets will not exceed 15%. Initially, it is anticipated that 90% of total assets will be invested in equities at an average yield relative of 115% of that of the FTSE All-Share Index and 10% of total assets will be invested in fixed interest securities - split roughly equally between preference shares and gilts - and cash. The benchmark will be the FTSE All-Share Index. New Securities Trust will be managed by Ross Watson and Tom Maxwell of Martin Currie. The basic investment management fee will be 0.4% per annum of total assets, payable quarterly in arrears, and it is anticipated that proposals for the introduction of a performance fee may be considered by its board at a later date. It is proposed that the directors of New Securities Trust will be Neil Donaldson (Chairman), Charles Berry, Anita Frew, Andrew Irvine and Edward Murray. The board of New Securities Trust will seek to maintain a narrow discount for New Securities Trust Shares. It is therefore intended that New Securities Trust will adopt a discount protection mechanism and will seek to utilise share buyback powers to maintain any share price discount to NAV per share in single digits in percentage terms. It is intended that the discount protection mechanism will provide New Securities Trust Shareholders with the opportunity to have their shares repurchased by the Company if the average discount exceeds 7.5% in the three months prior to each year-end. New Securities Trust will have an unlimited life. Information on Lowland Lowland is a UK investment trust, established in 1960, which aims to give its shareholders a higher than average income return with growth of both capital and income over the medium to long term. Lowland's investment policy is to invest in a broad spread of different sized UK companies with not more than half by value coming from the largest 100 UK companies and the balance from small and medium sized companies. Lowland is managed by Henderson Global Investors Limited. James Henderson has managed the Lowland portfolio since 1990. Lowland's investment philosophy is based on buying shares in companies when the valuation is low and selling when the future growth prospects are adequately reflected in the share price. Dividend yield, price to book ratio and share price to turnover are all tools used to assess the valuation of a company held within the portfolio. Lowland has a simple equity capital structure comprising ordinary shares. Lowland Shares are listed on the Official List and traded on the London Stock Exchange. As at 1 March 2005, Lowland Shares were geared by a £6 million (nominal) 11.25% debenture stock maturing in 2010 and £34 million drawn down under term loan facilities. Lowland's current gearing level is 26.3% of net assets; as part of its investment policy, Lowland is restricted to a maximum gearing level of 29% of total assets. As at 1 March 2005, Lowland had a market capitalisation of £155.6 million and net assets of £150.9 million. Lowland has an excellent performance record relative to its benchmark (the FTSE All-Share Index) and its peer group (the UK Growth and Income sector) over various periods, as shown in the table below: Net asset value total return to 1 March 2005 1 year 3 years 5 years Lowland 25.0% 53.5% 102.5% FTSE All-Share Index 14.6% 11.0% -4.8% Peer Group 16.1% 11.5% 17.9% (Source: Datastream) The closing price of 729.5p per Lowland Share as at 1 March 2005 represented a premium of 3.1% to the net asset value of 707.6p per Lowland Share as at that date. Lowland Shares have traded at an average premium of 0.2% over the twelve months ended 1 March 2005, which compares with the UK Income and Growth sector size-weighted average discount of 8.8% over the same period. Lowland has pursued a progressive dividend policy and has grown its dividend at an annualised compound rate of 5.2% per annum over the past five years which compares to 3.7% for PIGIT (source: AITC; as at 28 February 2005). Lowland has an unlimited life. Information relating to Lowland's investment manager Henderson, which is authorised and regulated by the Financial Services Authority, is a leading investment management company, providing a wide range of investment products and services to institutions and individuals in Asia, Europe and North America. Henderson manages assets of over £68.4 billion (as at 30 June 2004) and employs around 900 people worldwide. Henderson is one of the UK's leading investment trust managers with £3.4 billion of investment trust assets under management (as at 31 December 2004). Henderson Global Investors Limited and its associated companies and BNP Paribas Fund Services UK Ltd provide investment management, accounting, secretarial, administrative and custody services to Lowland for an annual management fee of 0.5% of the average of the aggregate net chargeable assets as defined in the management agreement. Costs and expenses Both the Company and Lowland will bear their own costs arising out of the Board's Proposals, save that the Company has agreed to contribute up to £250,000 in respect of Lowland's costs should the Proposals succeed and up to £75,000 should the Proposals fail to be implemented. The total costs to the Company of the Board's Proposals, before taking account of any costs associated with the realisation of the Company's assets and excluding any termination payment due by the Company under the Management Agreement, are expected to amount to approximately £14.3 million (including VAT and including £11.9 million in respect of repaying the debenture) which will be deducted from the net assets of the Company when calculating the FAV. The total costs to the Company of the PIGIT Offer amount to some £17.3 million. General The directors of Securities Trust are responsible for the information contained in this announcement, save that the sole responsibility accepted by the directors of Securities Trust in respect of the information relating to PIGIT has been to ensure that it has been correctly compiled from published sources and is fairly reproduced and presented. Subject as aforesaid, to the best of the knowledge and belief of the directors of Securities Trust (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. The directors of Securities Trust accept responsibility accordingly. Appendix I Definitions Board or Directors the directors of the Company from time to time Henderson Henderson Global Investors Limited JPMorgan Cazenove JPMorgan Cazenove Limited London Stock Exchange London Stock Exchange plc Lowland Lowland Investment Company plc Lowland Shares ordinary shares of 25p each in the capital of Lowland Lowland Shareholders holders of Lowland Shares Management Agreement the management agreement between Securities Trust and Martin Currie dated 20, 22, and 23 May 1997 as amended by a supplementary management agreement between Securities Trust and Martin Currie dated 18, 19, and 20 May 1998 and by an agreement between Securities Trust and Martin Currie dated 10 and 11 November 2004 Martin Currie Martin Currie Investment Management Limited New Lowland Shares new ordinary shares of 25p each in the capital of Lowland to be issued under the Proposals New Lowland holders of New Lowland Shares Shareholders New Securities Trust a new investment trust to be managed by Martin Currie, which will be established as a successor vehicle to the Company under the Proposals New Securities Trust shares in New Securities Trust Shares New Securities Trust holders of New Securities Trust Shares Shareholders Offer Document the offer document issued by Intelli Corporate Finance Limited on behalf of PIGIT on 10 March 2005 Official List the Official List of the UK Listing Authority PIGIT Perpetual Income and Growth Investment Trust plc PIGIT Offer or Offer the formal offer made by Intelli Corporate Finance Limited on behalf of PIGIT on 10 March 2005 for the entire issued and to be issued share capital of the Company PIGIT Shares ordinary shares of 10p each in the capital of PIGIT Proposals the Board's proposals as described in the circular dispatched to Shareholders dated 23 March 2005 Securities Trust or Securities Trust of Scotland plc Company Securities Trust ordinary shares of 25p each in Securities Trust Shares Shareholders holders of Securities Trust Shares US or the United the United States of America, its territories States and possessions, any state of the United States of America and the District of Columbia and all other areas subject to the jurisdiction of the United States of America UK or the United United Kingdom of Great Britain and Northern Kingdom Ireland UK Listing Authority the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 Appendix II Principal sources, bases of information and assumptions Unless otherwise stated, the sources and bases of calculation of certain data in this announcement and the assumptions made for the purposes of such calculations are as follows: (a) Unless otherwise indicated, information relating to net asset value total returns, share price total returns, and FTSE All-Share Index total returns has been taken from Datastream and assumes gross dividends are reinvested on the ex dividend date. (b) Unless otherwise indicated, net asset values or NAVs have been taken from Datastream. For the purposes of calculating entitlements under the Board's Proposals, net asset values have been calculated valuing all debt at par. (c) Unless otherwise indicated, share prices have been taken from Datastream. The 'discount' or 'premium' at which a share trades is the difference between its mid market price and its net asset value expressed as a percentage of that net asset value. Where the share price is higher than the net asset value per share, the share stands at a premium; if the share price is lower than the net asset value per share, the share stands at a discount. (d) For the calculation of the Company's formula asset value under the Proposals, the net asset value of the Company will be adjusted by the following: (i) it is assumed that the £50,000,000 in nominal value of 6.25% debenture stock 2031 is repaid in accordance with its terms at a cost to the Company of £11.9 million, rather than on a negotiated basis at a reduced figure. The Company is exploring its available options to reduce this cost; (ii) the aggregate costs of the Proposals borne by the Company amount to £2.4m inclusive of VAT, excluding the cost of repaying the debenture stock referred to above, and including a cost of £300,000 that it is expected New Securities Trust will pay to its sponsor; (iii) no account has been taken of the costs that will be incurred by the Company in reorganising its portfolio and realising its investments in connection with the Proposals; (iv) the Company has agreed to contribute up to £250,000 towards Lowland's costs should the Proposals proceed (this is included within the £2.4m aggregate costs estimate referred to above); and (v) the Company intends to pay dividends amounting to 4.7p per Securities Trust Share prior to the implementation of the Board's Proposals. It is anticipated that 2.0p of this will be paid out of revenue reserves as a special dividend. No adjustment has been made in respect of this in the FAV calculation. (e) For the calculation of the attributable net asset value for the election for New Securities Trust Shares under the Proposals, such a number of New Securities Trust Shares will be issued for each Securities Trust Share which shall have a value equal to 100% of the FAV of each Securities Trust Share under the Proposals. (f) For the calculation of the attributable net asset value for the cash election under the Proposals, an estimated amount of 0.33p per Securities Trust Share electing for cash is subtracted from the FAV in respect of the termination fee. Cash electors will be entitled to 100% of the resulting amount. (g) For the calculation of the attributable net asset value for the election for New Lowland Shares under the Proposals, an estimated amount of 0.33p per Securities Trust Share electing for Lowland is subtracted from the FAV in respect of the termination fee. An amount will then be added in respect of Henderson's contribution to the costs of the Proposals which is 0.4% of the value of funds transferred to Lowland. New Lowland Shares will be issued at a 1.5% premium to their adjusted net asset value (including accrued but undeclared net income) on implementation of the Proposals. (h) For the calculation of the attributable market value for the election for New Lowland Shares under the Proposals, the attributable net asset value of the election is increased by the premium on Lowland Shares, which at 8 March 2005, was 3.6%. The 3.6% premium is calculated using the closing middle market price of 734.50p per Lowland Share (as per the London Stock Exchange Daily Official List) and the NAV of 709p per Lowland Share as published by Lowland on 9 March 2005. (i) The FAV of the Company under the PIGIT Offer is sourced from page 13 of the PIGIT Offer Document. (j) The attributable net asset value in pence per Securities Trust Share for an election for PIGIT Shares under the PIGIT Offer is calculated by taking 99.25% of the FAV of Securities Trust Shares under the PIGIT Offer (as disclosed on page 13 of the Offer Document). This is then increased by the 0.5p per Securities Trust Share special dividend, the payment of which PIGIT would procure to Shareholders under the Offer. (k) For the calculation of the attributable market value of the election for PIGIT Shares under the PIGIT Offer, the attributable net asset value is reduced by the 0.5p per Securities Trust Share special dividend, the payment of which PIGIT would procure to Shareholders under the Offer. The resulting amount is then decreased by the PIGIT Share discount, which at 8 March 2005, was 2.7%. This is then increased by the 0.5p per Securities Trust Share special dividend, the payment of which PIGIT would procure to Shareholders under the Offer. The 2.7% discount is calculated using the closing middle market price of 191.75p per PIGIT Share (as per the London Stock Exchange Daily Official List) and the NAV of 197.09p per PIGIT Share (diluted, debt at par) as published by PIGIT on 9 March 2005. (l) The attributable net asset value for the partial election for cash under the PIGIT Offer is calculated by taking 97% of the FAV of Securities Trust Shares under the PIGIT cash offer (as disclosed on page 14 of the Offer Document). This is then increased by the 0.5p per Securities Trust Share special dividend, the payment of which PIGIT would procure to Shareholders under the Offer. (m) The growth in inflation is based on the increase in the retail prices index (all items) as reported by Datastream. END This information is provided by RNS The company news service from the London Stock Exchange
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