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Henderson Geared (HGR)

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Monday 03 February, 2003

Henderson Geared

Winding up and Reconstruction

Henderson Geared Inc & Gwth Tst PLC
03 February 2003


HENDERSON GEARED INCOME & GROWTH TRUST PLC

HENDERSON GLOBAL INVESTORS

3 February 2003




                   Henderson Geared Income & Growth Trust plc

         Recommended proposals for the winding up and reconstruction of

           Henderson Geared Income & Growth Trust plc (the 'Company')

In the Company's last interim report and accounts the Chairman of the Company
stated that Shareholders should be offered the opportunity to continue their
investment or elect to receive the value of some or all of their Shares in cash
around 8 March 2003, when the Company comes to the end of its life. This
announcement sets out the Board's proposals in that regard and the reasons why
the Board are unanimously recommending that Shareholders vote in favour of their
implementation.

Background to the Proposals

The Company was launched in 1995 with a fixed life to 8 March 2003. Its stated
objective was to achieve long term growth in both income and capital through
investment predominantly in UK equities. The Income Ordinary Shares were
designed to provide a relatively high initial yield, with the prospect of some
capital growth. The dividend paid on these Shares has increased from 6.48 pence
per share for the Company's first accounting period to 8.40 pence for the year
to 28 February 2002. The NAV of the Company has fluctuated during its life
partly due to the structural gearing provided by the Zero Dividend Preference
Shares and partly due to the market downturn we have been experiencing recently.
As at the close of business on 29 January 2003 (the latest practicable date
prior to the publication of this document) the Company's total assets stood at
approximately

£46.21 million, compared with approximately £38.66 million raised at launch
before issue expenses. Thus total assets have increased by 19.53 per cent. over
the Company's life to that date, compared with an increase of 13.89 per cent. in
the FTSE All-Share Index over the same period. With net income reinvested, the
Company has attained a return of 55.37 per cent., compared with 44.85 per cent.
for the FTSE All-Share Index over the period. The effect of the gearing on the
Income Ordinary Shares means that the return with net income reinvested on those
Shares has been 27.60 per cent.

The Zero Dividend Preference Shares have a predetermined right to capital
growth. From their subscription price at launch of 100 pence per Share they have
an entitlement to a final value of 206.687 pence per Share on 8 March 2003. This
equates to capital growth of 9.5 per cent. per annum.

Under the Company's Articles, the Directors are obliged to convene an
extraordinary general meeting of the Company on 8 March 2003 (or if 8 March 2003
is not a business day, the nearest previous business day), at which a resolution
to place the Company into voluntary liquidation must be proposed, unless on or
before that date the Directors have been released from their obligation to do so
by a special resolution. Liquidation in this manner would result in all
Shareholders receiving cash for their investment and, depending on their
individual circumstances, incurring a liability to capital gains tax.



The Board considers that many Shareholders would welcome an opportunity to
continue their investment in a tax-efficient manner in a vehicle with a similar
investment objective to that of the Company. The Board is therefore recommending
a reconstruction of the Company which will allow Shareholders to roll over some
or all of their existing Shares into The City of London Investment Trust plc or
Henderson Preference & Bond Fund in a tax-efficient manner or to elect to
receive cash in respect of some or all of their holdings. City of London invests
in a portfolio of UK equities broadly similar to that of Henderson Geared Income
& Growth. HPBF is a sub-fund of the Henderson UK & Europe Funds, an open-ended
investment company managed by HGI, which aims to achieve a steady level of
income through investment in preference shares and bonds issued by UK and other
European companies.

Options for Shareholders under the Proposals

The Proposals, which are subject to the approval of Shareholders at the
Meetings, provide for the reconstruction of the Company pursuant to a scheme of
reconstruction under section 110 of the Insolvency Act and for the division of
the Company's undertaking based upon Elections made by Shareholders. If the
Scheme is not implemented, resolution 3 at the Second Extraordinary General
Meeting provides for the voluntary liquidation of the Company as required under
the Articles.

Income Ordinary Shareholders

Income Ordinary Shareholders (other than Overseas Shareholders) who are on the
Share Register at 5.00 pm on the Record Date may elect to receive, in any
proportion, but subject to the scaling back provisions set out below:

- City of London Shares; and/or

- HPBF Shares; and/or

- cash,

in each case on the basis that each Income Ordinary Share will be valued at its
Terminal Asset Value. Income Ordinary Shareholders should be aware that the
Terminal Asset Value will be different from the current net asset value per
Income Ordinary Share because it will be subject to market movements until the
Calculation Date and because the Company will incur costs in relation to the
Proposals, including the cost of realising some of its assets.

Zero Dividend Preference Shareholders

Zero Dividend Preference Shareholders (other than Overseas Shareholders) who are
on the Share Register at 5.00 pm on the Record Date may elect to receive, in any
proportion, but subject to the scaling back provisions set out below:

- City of London Shares; and/or

- HPBF Shares; and/or

- cash,

in each case on the basis that a Zero Dividend Preference Share will be valued
at 206.687 pence. This represents an amount equal to the final entitlement per
Zero Dividend Preference Share on 8 March 2003 as provided for in the Articles.



City of London Option

Subject to the scaling back provisions set out below, Shareholders who elect for
the City of London Option will receive new ordinary shares in City of London.
City of London Shares will be issued at 100.5 per cent. of their net asset value
at close of business on 6 March 2003, which also reflects stamp duty in respect
of assets transferred to City of London in consideration for the issue of City
of London Shares pursuant to the Scheme. City of London Shares will be allotted,
conditional on admission to listing on the Official List of the UK Listing
Authority and trading on the London Stock Exchange's market for listed
securities, prior to the opening of business on 10 March 2003. Dealings in the
new ordinary shares in City of London are expected to commence at the opening of
business on 10 March 2003. City of London is an investment trust managed by HGI,
whose prime investment objective is to outperform over the long term the total
return of the FTSE All-Share Index through either capital growth or income
generation. It invests predominantly in large-cap UK equities and has a
portfolio broadly similar to that of Henderson Geared Income & Growth. City of
London's investment manager is Job Curtis who has 15 years' experience of
managing UK equities and has managed City of London since 1991. Mr. Curtis is a
director of Henderson Geared Income & Growth and was its portfolio manager from
launch until October 1999.

As at the close of business on 29 January 2003 (the latest date practicable
prior to the publication of this document) the net asset value per City of
London Share was 161.5p, the City of London Share price was 161.25p and the
discount at which City of London Shares traded was 0.15 per cent. On that date
City of London had 109 holdings and its total gross assets were £385.29 million.
City of London Shares qualify as an investment for ISAs and PEPs.

City of London has an unbroken record of annual dividend increases since 1966.
City of London's dividend yield as at the close of business on 29 January 2003
(the latest practicable date prior to the publication of this document) was 4.96
per cent. Although City of London has a portfolio broadly similar to that of
your Company its yield is lower due to its conventional capital structure
compared with the split capital structure of Henderson Geared Income & Growth.

City of London Shares allotted to Shareholders under the Scheme will rank pari
passu with City of London Shares in issue on 10 March 2003. Any City of London
Shares issued to Shareholders pursuant to the Scheme will therefore not rank for
the third interim dividend payable on 31 May 2003. They will rank for the fourth
interim dividend payable on 31 August 2003.

HPBF Option

Shareholders who elect (or are deemed to elect) for the HPBF Option will receive
class 'A' income shares in HPBF. HPBF is a sub-fund of HUKEF, an open-ended
investment company managed by HGI, which aims to provide a return by investing
primarily in sterling denominated preference shares, Government securities,
corporate bonds, Eurobonds and other bonds issued by UK and other European
companies. HPBF's investment manager is John Pattullo, who has 5 years'
experience of managing fixed interest portfolios. HPBF Shares qualify as an
investment for ISAs and PEPs. As at noon on 29 January 2003 (the latest
practicable date prior to the printing of this document) the net asset value of
HPBF was £391.76 million comprising 134 holdings.

HPBF Shares will be issued at the creation price of a HPBF Share at noon on 10
March 2003 and no initial charge will be levied in relation to them.



Cash Option

Shareholders may alternatively elect to receive cash in respect of all or part
of their holdings of Shares. The amount of cash to be received for each Share in
respect of which an election for the Cash Option is made (or deemed to be made)
will be, in the case of Income Ordinary Shares, Terminal Asset Value and, in the
case of Zero Dividend Preference Shares, 206.687 pence, which is an amount equal
to the final entitlement per Zero Dividend Preference Share on 8 March 2003 as
provided for in the Articles.

The exact amount of cash payable to Income Ordinary Shareholders cannot be
calculated until the Calculation Date. For illustrative purposes, on the basis
of the Net Asset Value per Income Ordinary Share of 71.6p as at the close of
business on 29 January 2003 (the latest practicable date prior to the
publication of this document), the Directors estimate that the Terminal Asset
Value (excluding any portfolio realisation costs) would have been 68.5p per
Income Ordinary Share. It should be noted that this figure should not be
regarded as a forecast.

Implementation of the Proposals

For the purposes of implementing the Scheme, Shares will be reclassified in
accordance with Elections and deemed Elections pursuant to a special resolution
to be proposed at the First Extraordinary General Meeting. A special resolution
will also be proposed at the First Extraordinary General Meeting to approve the
Scheme.

Following the Company being placed into members' voluntary liquidation at the
Second Extraordinary General Meeting, the Liquidators will set aside in the
Liquidation Pool sufficient assets to meet the Company's actual and contingent
liabilities, including the expenses of the Proposals. The remaining assets will
then be divided in accordance with Elections and deemed Elections and either
realised to meet the sums due to Shareholders who have validly elected (or are
deemed to have elected) to receive cash, transferred to City of London in
consideration for the issue of City of London Shares, or transferred to HPBF in
consideration for the issue of HPBF Shares.

Under the terms of the Scheme, a portfolio of securities and cash will be
transferred by the Liquidators to City of London in consideration for the issue
of City of London Shares to Shareholders who elect for the City of London
Option. Entitlements of Shareholders electing to receive City of London Shares
will be calculated as set out in paragraph 9 of Part IV of this document. City
of London Shares will be issued for this purpose at 100.5 per cent. of net asset
value per City of London Share at close of business on the Calculation Date, as
calculated by the auditors of City of London.

Under the terms of the Scheme, a portfolio of securities and cash will be
transferred by the Liquidators to HPBF in consideration for the issue of HPBF
Shares to Shareholders who elect or are deemed to have elected for the HPBF
Option. HPBF Shares will be issued for this purpose at the creation price of a
HPBF Share at noon on 10 March 2003, as calculated by HIFL, and no initial
charge will be levied in relation to them.

Shareholders who receive City of London Shares pursuant to the City of London
Option will receive certificated City of London Shares if they hold their Shares
in certificated form. City of London Shares in uncertificated form will be
issued and credited to the CREST accounts of Shareholders receiving City of
London Shares under the City of London Option who hold their Shares in
uncertificated form. City of London Shares are expected to be issued in
uncertificated form and credited to the CREST accounts of people entitled to
them on 10 March 2003. Certificates for City of London Shares in certificated
form are expected to be posted in the week commencing 17 March 2003.

Contract notes for HPBF Shares are expected to be despatched in the week
commencing 10 March 2003.

Shareholders who have validly elected (or are deemed to have elected) to receive
cash (unless the amount of the distribution is £100,000 or more and the relevant
account details on the Form of Election have been completed to enable payment by
CHAPS) will be sent a cheque in respect of the amount to which they are
entitled. Cheques will be despatched on 8 March 2003 to Zero Dividend Preference
Shareholders and in the week commencing 10 March 2003 to Income Ordinary
Shareholders. Payments by CHAPS will be made on 10 March 2003 at the recipient's
expense.

It is currently estimated by the Liquidators that the amount to be set aside in
the Liquidation Pool to provide for portfolio realisation costs and
contingencies over and above the Company's known liabilities will be £150,000.
To the extent that the amount set aside for liabilities is not required, any
cash balance remaining in the hands of Liquidators after all liabilities of the
Company have been satisfied under the liquidation will be paid as one or more
liquidation distributions to Income Ordinary Shareholders on the Share Register
on the Effective Date, provided that if the individual amount of any such
distribution is less than £2.00, such amount will be distributed to HPBF without
any further issue of HPBF Shares. The precise timing of any distributions will
depend on the progress of the liquidation and the receipt by the Liquidators of
confirmation from the appropriate tax authorities that the Company has no
outstanding tax liabilities.

The implementation of the Scheme is conditional, inter alia, upon the passing by
Income Ordinary Shareholders of the resolutions to be proposed at the First
Extraordinary General Meeting, resolution 1 and resolution 2 to be proposed at
the Second Extraordinary General Meeting and the resolution to be proposed at
the Separate General Meeting.

If the Proposals relating to the Scheme are not approved in full by Shareholders
by noon on 7 March 2003, the Scheme will not be implemented, and resolution 3
set out in the notice of the Second Extraordinary Meeting, being the ordinary
resolution for the voluntary liquidation of the Company required under the
Articles, will be proposed.

Failure to make an Election

Shareholders, other than Overseas Shareholders, who do not make a valid Election
by 5.00 pm on Monday 24 February for the purposes of the Proposals will be
deemed to have made Elections on the following basis:

- Zero Dividend Preference Shareholders will be deemed to have elected to
receive cash; and

- Income Ordinary Shareholders will be deemed to have elected to receive HPBF
Shares,

in each case in respect of their entire holding of the relevant class of Shares.

Scaling back of Elections

The maximum number of City of London Shares that City of London will issue
pursuant to the Scheme is 8.0 million. If Elections are received for the City of
London Option which, if satisfied in full, would require the issue of more than
8.0 million City of London Shares, Income Ordinary Shareholders electing for the
City of London Option will have their Elections satisfied in priority to Zero
Dividend Preference Shareholders who elect for the City of London Option. If
Shareholders are scaled back, they will be scaled back on a pro rata basis into
HPBF Shares.



Benefits of the Scheme

The Directors believe that the Scheme provides a number of attractive features
for Shareholders:

- greater choice and more flexibility for both Income Ordinary Shareholders and
Zero Dividend Preference Shareholders than if the Company is simply wound up.
Shareholders can choose to continue to seek capital and income growth through
the UK equity market by electing to invest in City of London Shares and/or
exposure to the bond and preference share markets in the UK and Europe by
electing for the HPBF Option;

- those Shareholders who are subject to capital gains tax who wish to maintain
an exposure to the UK equity market or the UK and other European bond and
preference share markets may do so without incurring an immediate liability to
capital gains tax by rolling their investment in Henderson Geared Income &
Growth into either City of London or HPBF;

- HPBF Shares are priced at their net asset value and no initial charge will be
levied by HIFL on HPBF Shares to be issued pursuant to the Proposals;

- there are no dealing costs associated with the City of London Option;

- City of London is a significantly larger trust than Henderson Geared Income &
Growth with greater market liquidity;

- Income Ordinary Shareholders can make an Election in part for City of London
Shares and in part for HPBF Shares in order to provide a level of income that is
higher than that of City of London Shares alone; and

- for those Shareholders who wish to realise some or all of their investment,
the Proposals provide Income Ordinary Shareholders with the opportunity to
receive cash at close to Net Asset Value and Zero Dividend Preference
Shareholders with the opportunity to receive cash amounting to 206.687 pence per
Share.

The choice between the various options available under the Proposals will be a
matter for each Shareholder to decide and will be influenced by their own
personal, financial and tax circumstances and their investment objectives.

Costs and expenses

The direct costs of the Proposals, before taking account of any costs associated
with the realisation of the Company's assets and the Liquidator's retention, are
expected to amount to approximately £773,738 (including VAT) which is equivalent
to approximately 3.13p per Income Ordinary Share.

Final Interim Dividend

On 20 February 2003 the Directors will declare the Final Interim Dividend which
will be an amount equal to the Board's best estimate of the revenue profits of
the Company (including accumulated revenue reserves) available for distribution
on that day. This will be paid on Thursday 6 March 2003 to Income Ordinary
Shareholders on the Share Register as at 5.00 pm on 28 February. The Income
Ordinary Shares will go ex-dividend on 26 February 2003.



Dealings and settlement

If the Proposals are approved, the following will occur:

Share Register

The Share Register will be closed and disabled in CREST at the close of business
on 20 February 2003. The last day for dealings in Shares on the London Stock
Exchange for normal account settlement (to enable settlement prior to the Record
Date) will be 5.00 pm on 17 February 2003 (on a normal rolling three day
settlement basis). As from 18 February 2003, dealings should be for cash
settlement only and will be registered in the normal way if the transfer,
accompanied by any applicable documents of title, is received by the Registrar
by 5.00 pm on 20 February 2003. Transfers received after that time which
adequately identify the Shares transferred will be retained by the Registrar and
registered prior to the opening of the register in respect of Reclassified
Shares. Henderson Geared Income & Growth's register of members in respect of the
Reclassified Shares is expected to open at 8.00 am on 6 March 2003.

After the liquidation of the Company and the making of any final distribution to
Income Ordinary Shareholders out of the Liquidation Pool, existing certificates
in respect of Shares will cease to be of value for any purpose and any existing
credit of Shares in any stock account in CREST will be redundant.

Dealings

Application will be made for the Reclassified Shares to be admitted to the
Official List and to the London Stock Exchange for dealings in the Reclassified
Shares to commence at 8.00 am on 6 March 2003 and it is expected that dealings
will be suspended at 8.00 am on 7 March 2003. The Reclassified Shares are
expected to be delisted some time after the Company's assets have been
transferred to City of London, HPBF or otherwise realised in accordance with the
Scheme.

Fractional entitlements

Fractions of City of London Shares and HPBF Shares will not be issued. Instead,
where an entitlement to a fraction of a City of London Share or HPBF Share would
otherwise arise, it will be rounded down to the nearest whole relevant City of
London Share or HPBF Share. Any assets representing fractional entitlements will
be transferred by the Liquidators to City of London or HPBF without further City
of London Shares or HPBF Shares being issued.

Overseas Shareholders

Overseas Shareholders will not receive Forms of Election. If the Scheme becomes
effective, Overseas Shareholders will receive cash in respect of their entire
holdings.

It is the responsibility of Shareholders who are resident in, or citizens of,
jurisdictions outside the United Kingdom to inform themselves about and observe
any legal requirements in their relevant jurisdiction. Shareholders who are
subject to taxation outside the United Kingdom should consult their tax adviser
as to the treatment of the cash proceeds received by them under the Proposals.

Share Plan, PEP and ISA holders

If you are the beneficial owner of Shares held through the Henderson Investment
Trust Share Plan, the Henderson Selection PEP, the Henderson Investment Trust
PEP, the Henderson Selection ISA or the Henderson Investment Trust ISA, you will
receive separate instructions on how you can participate in the Proposals.

Shareholder meetings

First Extraordinary General Meeting

The First Extraordinary General Meeting is being convened for 10.30 am on 26
February 2003. At this Meeting, at which all Income Ordinary Shareholders may
attend and vote, special resolutions will be proposed to approve the Scheme, to
reclassify Shares pursuant to Elections under the Scheme, to make the necessary
changes to the Articles and to authorise the implementation of the Scheme by the
Liquidators. The Scheme will not become effective until the passing of the
resolution to be proposed at the Separate General Meeting and the special and
extraordinary resolutions to be proposed at the Second Extraordinary General
Meeting and is also subject to the Directors making no such resolution as is
referred to in the Scheme.

The quorum requirement for the First Extraordinary General Meeting will be two
Income Ordinary Shareholders present in person or by proxy and entitled to vote.

The resolutions will require the approval of not less than 75 per cent. of the
votes cast by those Income Ordinary Shareholders present in person on a show of
hands or present in person or by proxy on a poll.

Separate General Meeting

The Separate General Meeting is being convened for 10.40 am (or as soon
thereafter as the First Extraordinary General Meeting convened for the same time
that day has concluded or been adjourned) on 26 February 2003. At this Meeting,
at which all Income Ordinary Shareholders may attend and vote, a resolution will
be proposed to approve the passing of and carrying into effect of the special
and extraordinary resolutions of the Company contained in the notices of the
Extraordinary General Meetings of the Company convened for 26 February 2003 and
7 March 2003, to approve the implementation in all other respects of the Scheme,
and to consent to any variation or abrogation and/or deemed variation or
abrogation of the rights attaching to the Income Ordinary Shares.

The quorum requirement for the Separate General Meeting will be two Income
Ordinary Shareholders present in person or by proxy and entitled to vote.

The resolution will require the approval of not less than 90 per cent. of the
votes cast by those Income Ordinary Shareholders present in person on a show of
hands or present in person or by proxy on a poll.

Second Extraordinary General Meeting

The Second Extraordinary General Meeting is being convened for 10.30 am on 7
March 2003. At this Meeting, at which all Income Ordinary Shareholders may
attend and vote, a special resolution will be proposed to approve the winding up
of the Company for the purposes of the Scheme and to appoint the Liquidators,
and an extraordinary resolution will be proposed to confer appropriate powers on
them. These resolutions are conditional, inter alia, upon the Scheme being
approved at the First Extraordinary General Meeting and the Separate General
Meeting.

The quorum requirement for the Second Extraordinary General Meeting will be two
Income Ordinary Shareholders present in person or by proxy and entitled to vote.

The special and extraordinary resolutions will require the approval of not less
than 75 per cent. of the votes cast by those Income Ordinary Shareholders
present in person on a show of hands or present in person or by proxy on a poll.

If the Proposals relating to the implementation of the Scheme are approved, they
will bind all Shareholders whether or not they have voted in favour of the
Proposals at the Meetings, except Shareholders who validly dissent as provided
in section 111(2) of the Insolvency. The position of Shareholders who make no
Election is described above under the heading 'Failure to make an Election'.

If the resolutions relating to the implementation of the Scheme are not approved
by noon on 7 March 2003, the ordinary resolution set out in the notice of the
Second Extraordinary General Meeting for the voluntary liquidation of the
Company will be proposed as provided for in the Articles. If such resolution is
proposed, both Income Ordinary Shareholders and Zero Dividend Preference
Shareholders will be entitled to vote and voting will be on a poll. Those
holders of Income Ordinary Shares or Zero Dividend Preference Shares who (being
individuals) are present in person or by proxy or (being corporations) are
present by proxy or representative duly authorised under the Companies Act (not
being himself a member entitled to vote) and entitled to vote, and who vote in
favour of the resolution will have such number of votes in respect of each Share
held by him (including fractions) so that the aggregate number of votes cast in
favour of the resolution is four times the aggregate number of votes cast
against the resolution, and each member present in person or by proxy and
entitled to vote and who votes against such resolution will have one vote for
each Share held.

If the Proposals relating to this resolution are approved, they will bind all
Shareholders, whether or not they have voted in favour of such resolution at the
Second Extraordinary General Meeting. If the Proposals relating to this
resolution are approved, the assets of the Company available for distribution to
Shareholders will be applied as follows (and in accordance with the Articles):

(i) Zero Dividend Preference Shareholders will be entitled to receive 206.687
pence per Zero Dividend Preference Share; and

(ii) all further surplus assets of the Company available for distribution will
be paid to Income Ordinary Shareholders.

If the Proposals relating to the implementation of the Scheme are not approved
and the ordinary resolution for the voluntary liquidation of the Company is also
not approved, the Company will continue in its current form under the Articles.

Action to be taken

Forms of Election

It is important that Shareholders return their Forms of Election as soon as
possible and in any event no later than 5.00 pm on 24 February 2003.

Shareholders should note that, if they hold Zero Dividend Preference Shares and
Income Ordinary Shares, they must complete a separate Form of Election for each
holding. Further, if they hold Shares in both certificated and uncertificated
form, they must complete a separate Form of Election for each holding.
Similarly, Shareholders should complete a separate Form of Election for Shares
held under different member account references within CREST and for Shares held
in certificated form but under different designations. Shareholders who have any
queries relating to the completion of the Form of Election or who require
further copies of the Form of Election, should contact Computershare Investor
Services PLC at PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ or
on telephone number 0870 702 0100.

Shareholders are not required to surrender their share certificates (nor, in the
case of CREST participants, are they required to make a transfer to escrow) in
support of their Form of Election. Shareholders should retain their share
certificates until the Company is dissolved, after which they will cease to be
of any value.

Shareholders (other than Overseas Shareholders) who do not make a valid election
by 5.00 pm on 24 February 2003 will, in the case of Income Ordinary
Shareholders, be deemed to have elected to receive HPBF Shares and, in the case
of Zero Dividend Preference Shareholders, be deemed to have elected to receive
cash.

Forms of Proxy

Regardless of the Elections they intend to make, Shareholders should return
their Forms of Proxy for the First Extraordinary General Meeting, the Separate
General Meeting and the Second Extraordinary General Meeting as soon as possible
and in any event no later than 48 hours before the relevant Meeting.

Recommendation

The Board, which has been advised by UBS Warburg, believes that the Proposals
are in the best interests of the Company and of Shareholders as a whole.

Accordingly, the Board unanimously recommends Shareholders to vote in favour of
the resolutions to be proposed at the Meetings irrespective of any Election they
may wish to make under the Scheme. The Directors intend to do the same in
respect of their own beneficial and non-beneficial holdings of Shares (amounting
in aggregate to 113,179 Income Ordinary Shares representing 0.46 per cent. of
the issued share capital of the Company).

The choice between the Options under the Proposals is a matter for each
Shareholder to decide, and will be influenced by their own individual financial
and tax circumstances and their investment objectives. Shareholders should seek
advice from their own independent financial adviser authorised under FSMA and in
any event are strongly recommended to make an Election.



The Circular containing the full terms and conditions of the Proposals was
posted to Shareholders today.

Terms defined in the Circular, dated 3 February 2003, have the same meaning when
used herein unless the context otherwise requires.



Enquiries

Henderson Geared Income & Growth Trust plc

Jonathan Agnew (Chairman)     07714 243 891

Henderson Global Investors

Stephen Westwood     020 7818 5517

Jane Lewis     020 7818 6756

UBS Warburg Ltd.

John Korwin-Szymanowski     020 7568 4219

Nicholas Rucker     020 7568 8574



UBS Warburg Ltd. is acting for Henderson Geared Income & Growth Trust plc and is
not acting for any other persons and will not be responsible to such other
persons for providing the protections afforded to customers of UBS Warburg Ltd.
or for advising them on the contents of this announcement or any matter referred
to herein.

EXPECTED TIMETABLE

2003


Wednesday, 19 February    Latest time for receipt of PEP/ISA/Share Plan Form(s) of Direction for the First Extraordinary
10.30 am                  General Meeting and the Separate General Meeting

Wednesday, 19 February    Latest time for receipt of PEP/ISA/Share Plan Form(s) of Instruction
5.00 pm

Wednesday, 19 February    Latest time for receipt of PEP/ISA/Share Plan Form(s) of Instruction
5.00 pm

Thursday, 20 February     Record Date for the purposes of Elections and Final Interim Dividend
5.00 pm                   Share Register closed

Monday, 24 February 10.30 Latest time for receipt of Forms of Proxy for the First Extraordinary General Meeting
am

Monday, 24 February 10.40 Latest time for receipt of Forms of Proxy for the Separate General Meeting
am

Monday, 24 February 5.00  Latest time for receipt of Forms of Election
pm

Wednesday, 26 February    First Extraordinary General Meeting
10.30 am

Wednesday, 26 February    Separate General Meeting
10.40 am

Friday, 28 February 10.30 Latest time for receipt of PEP/ISA/Share Plan Forms of Direction for the Second Extraordinary
am                        General Meeting

Friday, 28 February 5.00  Record date for the purposes of the Final Interim Dividend
pm

Wednesday, 5 March 10.30  Latest time for receipt of Form(s) of Proxy for the Second Extraordinary General Meeting
am

Wednesday, 5 March        Ex-dividend date for the third interim dividend on City of London Shares

Thursday, 6 March 8.00 am Dealings in Reclassified Shares commence*

Thursday, 6 March Close   Calculation Date
of business

Thursday, 6 March         Payment of Final Interim Dividend

Friday, 7 March 8.00 am   Suspension of dealings in Reclassified Shares

Friday, 7 March 10.30 am  Second Extraordinary General Meeting

Friday, 7 March           Effective Date

Saturday, 8 March         Cheques to be posted in respect of cash distributions to Zero Dividend Preference Shareholders
                          who have elected or are deemed to have elected for the Cash Option

Monday, 10 March          City of London Shares issued in uncertificated form to be credited to the stock accounts in
                          CREST of the persons entitled to them

Monday, 10 March 8.00 am  Dealings in City of London Shares issued under the Scheme commence

Week commencing 10 March  Contract notes for HPBF Shares despatched
                          Cheques to be posted in respect of cash distributions to Income Ordinary Shareholders who have
                          elected for the Cash Option

Week commencing 17 March  Certificates to be posted in respect of City of London Shares issued in certificated form


* The Reclassified Shares will arise when the first resolution proposed at the
First Extraordinary General Meeting takes effect and are a technical requirement
of the Scheme. Shares will be reclassified according to the Elections made (or
deemed to have been made) by Shareholders.


                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                                                                                                       

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