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Themis FTSE Fldg Idx (TFF)


Friday 03 December, 1999

Themis FTSE Fldg Idx

Gartmore Fledgling Index Offer Unconditional

Themis FTSE Fledgling Index Tst PLC
3 December 1999

  Gartmore Fledgling Index Trust plc ('Gartmore Fledgling' or
                        the 'Company')
   Offer for Themis FTSE Fledgling Index Trust PLC ('Themis

The  Board  of Directors of Gartmore Fledgling is  pleased  to
announce that the Offer by Dresdner Kleinwort Benson on behalf
of Gartmore Fledgling to acquire the whole of the issued share
capital of Themis Fledgling has, subject to admission  of  the
New  Gartmore  Fledgling Shares to the Official  List  of  the
London  Stock  Exchange becoming effective (expected  to  take
place  at 8.00 am today), been declared unconditional  in  all
other respects. The Offer, the first closing date of which was
2 December 1999, will remain open for acceptance until further

As at 3.00pm on 2 December 1999, the first closing date of the
Offer, valid acceptances for the Offer had been received  from
shareholders holding in aggregate 37,743,065 shares in  Themis
Fledgling  (representing 75.08% of Themis  Fledgling's  issued
share capital).

Prior  to  the  Offer  period, British Empire  Securities  and
General  Trust  plc ('British Empire') which holds  10,585,000
Themis  Fledgling Shares, representing approximately 21.1  per
cent  of the current issued share capital of Themis Fledgling,
irrevocably  undertook to accept the Offer and,  in  addition,
Themis  Fledgling Shareholders holding in aggregate 13,591,951
Themis  Fledgling Shares, representing approximately 27.0  per
cent. of the current issued share capital of Themis Fledgling,
indicated   their  intention  to  accept  the  Offer.    Taken
together,  this irrevocable undertaking and these  letters  of
intent  represent 48.1 per cent. of the current  issued  share
capital of Themis Fledgling.

Save  as  disclosed above, neither Gartmore Fledgling nor  any
party acting in concert or deemed to be acting in concert with
Gartmore  Fledgling  held, or held  rights  over,  any  Themis
Fledgling  Shares on or before the commencement of  the  offer
period  nor has any such person acquired or agreed to  acquire
any   Themis  Fledgling  Shares  or  rights  over  any  Themis
Fledgling Shares since the commencement of the Offer period.

In  accordance with the terms and conditions of the Offer, the
Formula Asset Value of Themis Fledgling has been calculated as
at  30  November 1999 (being the Unconditional Date)  for  the
purposes  of  determining  the number  of  Gartmore  Fledgling
Shares  to  which  shareholders in Themis  Fledgling  will  be
entitled  under the Offer. The Formula Asset Value per  Themis
Fledgling Share, which has been calculated by Themis Fledgling
and  its  auditors  and agreed by Gartmore Fledgling  and  its
auditors, is 161.3109 pence. The Net Asset Value per  Gartmore
Fledgling  Share,  which has also been  calculated  as  at  30
November 1999, is 183.3568 pence. Accordingly, under the terms
of  the  Offer a Themis Fledgling Shareholder will be entitled
to  0.8798  of a New Gartmore Fledgling Share in exchange  for
every  Themis  Fledgling Share which it holds. Any  fractional
entitlements to New Gartmore Fledgling Shares shall be rounded
down to the nearest whole number.

Settlement  of  the  New  Gartmore  Fledgling  Shares  due  as
consideration  under  the  Offer  in  respect  of  acceptances
received  not later than 3.00pm on 2 December 1999, which  are
complete  in all respects, will be despatched on or before  17
December  1999 and, thereafter, within fourteen  days  of  the
date  of  receipt in respect of further acceptances which  are
complete in all respects.

Application has been made to the London Stock Exchange for  up
to  50,000,000 New Gartmore Fledgling Shares, to be issued  to
Themis Fledgling Shareholders as a result of the Offer, to  be
admitted to the Official List. Admission has been granted, and
dealings are expected to commence at 8.00 am today, 3 December
1999,  in respect of 33,206,343 New Gartmore Fledgling  Shares
which  have been allotted to Themis Fledgling Shareholders  in
exchange for those Themis Fledgling Shares in respect of which
Forms  of  Acceptances  had been received  by  3.00  pm  on  2

The  directors  of Gartmore Fledgling are pleased  to  welcome
Peter  Dicks,  Chairman of Themis Fledgling, to the  Board  of
Gartmore Fledgling.

Themis Fledgling Shareholders who wish to accept the Offer but
have  not  yet done so should return their completed Forms  of
Acceptance  as soon as possible. Themis Fledgling Shareholders
who  have  enquiries  regarding the  completion  of  Forms  of
Acceptance should contact Lloyds TSB Registrars by post at The
Causeway,  Worthing, West Sussex, BN99 6DA or by telephone  on
01903 702767.


Gartmore Investment Limited  Tel:  0207 782 2000
Michael Wrobel

Dresdner Kleinwort Benson    Tel:  0207 623 8000
Andrew Zychowski

Unless   the   context  otherwise  requires,  the  definitions
contained in this announcement are the same as those  used  in
the Offer Document dated 11 November 1999.

Dresdner  Kleinwort Benson, which is regulated in  the  United
Kingdom  by  The Securities and Futures Authority Limited,  is
acting exclusively for Gartmore Fledgling and for no-one  else
in  connection  with the Offer and will not be responsible  to
anyone  other  than  Gartmore  Fledgling  for  providing   the
protections afforded to customers of Dresdner Kleinwort Benson
or for providing advice in relation to the Offer.


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