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Diverse Inc Trust (DIVI)

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Friday 15 February, 2013

Diverse Inc Trust

Potential Merger


The Diverse Income Trust plc (the "Company" or "DIVI")

Proposed merger with Henderson Fledgling Trust plc

The Board is pleased to announce that it has agreed heads of terms with the
Board of Henderson Fledgling Trust plc ("HFT") in respect of a future merger of
the two companies (the "Scheme").

Overview of the Scheme

Under the Scheme, which is to be recommended by the Boards of both companies,
HFT shareholders will receive new DIVI shares valued at a premium of 2.5 per
cent. to the their NAV as at the effective date of the Scheme. The
consideration for the issue of new DIVI shares will be the transfer to DIVI of
the entire investment portfolio of HFT, following the setting aside of such
amounts as required to meet its outstanding and contingent liabilities, by way
of a scheme of reconstruction. There will be no cash exit offered as part of
the Scheme.

Prior to the implementation of the Scheme, HFT will seek shareholder approval
for a modification to its investment objective and policy following the
proposed appointment of Miton Capital Partners Limited as its investment
manager. HFT's revised investment objective and policy will ensure that the
investment portfolio transferred from HFT to DIVI under the Scheme is comprised
of investments which can be acquired in accordance with the Company's own
investment objective and policy of investing in quoted or traded UK companies
with a wide range of market capitalisations (but a long-term bias toward small
and mid cap equities) to provide its shareholders with an attractive level of
dividends coupled with capital growth over the long term.

The Directors have considered the potential impact of the Scheme on the payment
of dividends to existing DIVI shareholders and will take steps to ensure that
the merger does not adversely affect the level of dividends payable to existing
shareholders.

Key benefits of the Scheme

 The Scheme has a number of benefits for DIVI shareholders, the key ones of
which are

  * Scaling up the assets of the Company will improve the liquidity of the DIVI
    shares on the secondary market to the benefit of all shareholders. As at 
    13 February 2013 HFT had net assets of approximately £79.8million.
   
  * the acquisition of an investment portfolio which will be complimentary to
    DIVI's existing portfolio;
   
  * introducing new investors into the Company and broadening its investor
    base; and
   
  * reducing the Company's fixed operating costs as a percentage of shareholder
    funds.
   
 

Costs of the proposals

The Company will pay for its own costs of implementing the Scheme. The Scheme
has been structured in a way to ensure that there will be no dilution to the
Company's net asset value as a result of the Scheme.

Expected Timetable

It is currently envisaged that further details of the Scheme will be announced
on the earlier of the time at which at least 90 per cent. of the HFT investment
portfolio could be acquired by the Company in accordance with its investment
policy or 15 February 2014 (the "Scheme Trigger Date").

The Scheme will be conditional on, amongst other things, the recommendation of
the Boards of both companies, necessary shareholder approvals by the
shareholders of both companies and the appropriate regulatory and tax approvals
in due course. Further, the Board of HFT will have discretion to withdraw from
the Scheme or re-negotiate the terms if the Company's shares are trading at a
premium of less than 2.5 per cent to net asset value, at the time of the Scheme
Trigger Date.

Contact details:

Miton Group plc:

Gervais Williams
[email protected]
07811 331 824

Martin Turner
[email protected]
020 7657 1182

Roger Bennett
[email protected]
0118 338 4036

Cenkos Securities plc:

Dion Di Miceli
[email protected]
020 7397 1921

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