GERMAN SMALLER COMPANIES INVESTMENT TRUST PLC
29 September 1999
GERMAN SMALLER COMPANIES INVESTMENT TRUST PLC (THE
'COMPANY')
RECOMMENDED PROPOSALS FOR THE RECONSTRUCTION OF THE
COMPANY
Further to the announcements made on 25 May, 1 June and 7
July 1999, the Directors of the Company announce that a
circular is being posted today to shareholders and
warrantholders setting out the detailed recommended
proposals for the reconstruction of the Company.
Since those initial announcements, the Directors and the
Company's investment manager, Hill Samuel Asset
Management Limited ('HSAM or the 'Manager'), have
obtained authorisation for Hill Samuel Investment Funds
ICVC ('HSF') and various taxation clearances which were
necessary to implement its proposals. HSF is an umbrella
Open-Ended Investment Company initially having a single
sub-fund, the Pan-European Smaller Companies Fund (the
'HSF Fund').
The recommended proposals provide eligible shareholders
with a choice of any combination of:
1. holding shares in HSF with entitlement to the HSF
Fund;
2. holding units in Abbey Gilt and Fixed Interest Fund
('the Gilt Fund'), a gilt fund investing primarily in
gilts; or
3. receiving cash by means of an immediate redemption
of Gilt Fund units.
The proposals will be implemented by way of a scheme,
pursuant to Section 110 of the Insolvency Act 1986,
whereby the Company is put into members' voluntary
liquidation and its investments are transferred (after
providing for all costs and expenses) to HSF and the Gilt
Fund. Shareholders may elect to exchange their holdings
of ordinary shares for one of shares in HSF, units in the
Gilt Fund or a combination of both.
The proposals are subject to approval by shareholders
and, subject to these approvals being received, it is
expected that the proposals will become effective on 11
November 1999.
Eligible warrantholders are being given an additional
subscription opportunity to enable them participate in
HSF. This opportunity is subject to approval by
warrantholders of the necessary modifications to the
rights of warrantholders. Warrantholders who do not
exercise this right will receive a cash payment for their
warrants in accordance with the terms and conditions of
the warrants on a winding-up of the Company.
HSF will be managed by Hill Samuel Unit Trust Managers
Limited, part of the Lloyds TSB Group, with investment
management being delegated to HSAM. As previously
announced, the Board proposed that the existing
geographic constraints of the investment policy be
widened to a Pan-European basis. Accordingly, the
investment objective of the HSF Fund is to provide
investors with long term capital growth through
investment in Pan-European small and medium sized
companies. The HSF Fund will aim to hold shares in a
diversity of sectors and countries focusing on those
companies which are perceived to have particular
expertise in their markets and above average growth
potential.
The Gilt Fund invests in gilts and fixed interest
securities and is currently managed by Abbey Life
Investment Services Limited, part of the Lloyds TSB
Group, but as from October 1999 investment management is
to be delegated to HSAM. Its policy is to invest in
medium and long-dated British Government securities and
high quality corporate loan stock. As at 17 September
1999 the estimated gross income yield was 5.88 per cent
per annum.
Commenting on the proposals, Peter Minchin, Chairman of
the Company, said: 'These proposals provide shareholders
with an opportunity to continue their investment in a
vehicle whose realisable value is close to its underlying
net asset value, with an investment policy which takes
into account the wider Pan-European market following the
introduction of the Euro currency but which is similar in
terms of its objective to achieve long-term capital
growth. In addition, they give those shareholders who
wish to realise their investment for cash in the near
future an opportunity to do so. The Board believes that
these proposals are in the interests of all
shareholders.'
Enquiries:
Michael Oliver German Smaller Companies 0171 203 3000
Investment Trust
Arthur Copple Merrill Lynch 0171 772 1000
Jeremy Garrett-Cox International
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