Merger Discussions

F&C Capital & Income Inv Tst PLC
28 January 2005

 This announcement is not for release, publication or distribution in or into the
       United States, Canada, Australia, Japan or the Republic of Ireland



                  F&C CAPITAL AND INCOME INVESTMENT TRUST PLC

                                      AND

                     F&C INCOME GROWTH INVESTMENT TRUST PLC



                               MERGER DISCUSSIONS



28 January 2005



The Boards of F&C Capital and Income Investment Trust PLC ('FCIIT') and F&C
Income Growth Investment Trust PLC ('FIGIT') announce that they are in
discussions concerning a proposed recommended merger.



It is envisaged that the merger would be effected by means of a scheme of
arrangement of FIGIT under section 425 of the Companies Act 1985 (the 'Merger')
and would involve the cancellation of the whole of FIGIT's issued ordinary share
capital in consideration of FCIIT issuing new ordinary shares to the former
FIGIT shareholders. The number of new ordinary shares of FCIIT to be issued to
FIGIT shareholders would reflect the relative formula asset values of FCIIT and
FIGIT on the effective date of the Merger.



The Boards of both FCIIT and FIGIT have appointed advisers in connection with
the Merger.  Subject to agreement on outstanding matters being reached and
endorsed by the Boards of both companies, documentation will be despatched to
shareholders of both companies setting out details of the Merger and seeking
their approval.  The Merger will also need to be sanctioned by the High Court.



The Boards of both FCIIT and FIGIT believe that a Merger could be in the best
interests of the shareholders of both companies. It would be likely to achieve
economies of scale through the creation of a larger company and would offer the
prospect of greater liquidity in the market for the enlarged company's shares.



The Boards of FCIIT and FIGIT expect to despatch circulars to their respective
shareholders in March 2005 with the Merger becoming effective in April 2005,
subject to all necessary approvals being given.  However, at this stage there
can be no guarantee that the Merger will be put to shareholders of FCIIT and
FIGIT.



A further announcement will be made in due course.



Enquiries





Michael Wrobel                              020 7628 8000
Jason Hollands                              020 7628 8000
F&C Management Limited



Howard Myles                               020 7951 5324
Ernst & Young LLP, advisers to FCIIT



Paul Fincham                              020 7426 7736

Jonathan Becher                           020 7426 3269

Teather & Greenwood, advisers to FIGIT


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