Themis FTSE Fledgling Index Trust PLC
11 November 1999
GARTMORE FLEDGLING INDEX TRUST PLC
OFFER FOR
THEMIS FTSE FLEDGLING INDEX TRUST PLC
A. SUMMARY
Introduction
The Board of Directors of Gartmore Fledgling announce an offer
to acquire the entire issued share capital of Themis Fledgling
on a share for share basis (the 'Offer'). The Offer is
conditional upon, inter alia, the approval of Gartmore
Fledgling Shareholders.
Gartmore Fledgling and Themis Fledgling are both investment
trusts and have as their investment policy the investment of
funds in the shares of companies which are constituents of the
FTSE Fledgling Index (ex-Investment Companies) with the aim of
matching broadly the performance of that Index.
Gartmore Fledgling's portfolio has outperformed Themis
Fledgling's portfolio by 12.2 per cent. over the last three
years and by 10.0 per cent. since 31 March 1995 (being the
first quarter end at which the portfolio of Gartmore Fledgling
was fully invested following its launch).
Gartmore Fledgling is offering:
For each Themis Fledgling Share Such number of New and
Gartmore Fledgling Shares, each
valued at the Gartmore Fledgling
NAV, as shall have a value equal
to the Themis Fledgling FAV.
Further details of the terms of the Offer are contained in Part
B and the Appendices to this announcement.
Benefits of the Offer for Themis Fledgling Shareholders and
Gartmore Fledgling Shareholders
There are a number of reasons why the Board of Directors of
Gartmore Fledgling believes that the Offer will benefit both
Themis Fledgling Shareholders and Gartmore Fledgling
Shareholders:
* Increased marketability - Completion of the Offer will
result in an enlarged company with an expanded
shareholder base, which should promote a more active
market in the Company's shares, so improving their
marketability.
* Inclusion in FTSE All-Share Index - the Board of
Directors of Gartmore Fledgling believes that, provided
that the New Gartmore Fledgling Shares to be issued
pursuant to the Offer are issued by 6 December 1999, the
increased size of the enlarged Gartmore Fledgling should
be sufficient for Gartmore Fledgling to be included in
the FTSE All-Share Index, the composition of which for
the year 2000 will be determined in December 1999. As
well as increasing Gartmore Fledgling's profile, the
Gartmore Fledgling Directors believe that inclusion in
the FTSE All-Share Index would increase demand for
Gartmore Fledgling Shares. It should be noted, however,
that there can be no guarantee that the enlarged
Gartmore Fledgling will qualify for inclusion in the
FTSE All-Share Index for the year 2000 or that it will
remain included for subsequent years.
* Tender offers - the provision of two proposed tender
offers for an aggregate of 30 per cent. of the enlarged
Gartmore Fledgling's issued shares, at an 8 per cent.
discount to NAV, in March and June 2000 would provide an
opportunity for those Themis Fledgling Shareholders and
Gartmore Fledgling Shareholders who so wish to elect for
a partial cash exit from their shareholdings.
* Lower rebalancing costs - part of the enlarged portfolio
will effectively be set aside to be realised for cash to
provide for the tender offers; as a result fewer assets
will be included in the annual rebalancing of the
portfolios which is to take place in early December, and
thus rebalancing costs are expected to be reduced. It
should be noted that the setting aside of a portion of
the portfolio which will not be rebalanced may affect
Gartmore Fledgling's tracking performance. However, the
Manager of Gartmore Fledgling believes that the benefit
conferred upon shareholders by providing tender offers
at an 8 per cent. discount to NAV should outweigh any
increased risk that Gartmore Fledgling's tracking
performance might be impaired
* Lower management fees - Themis Fledgling Shareholders
will benefit from lower management fees. TIML currently
receives the equivalent of 1.125 per cent. per annum on
net assets. Upon completion of the Offer, management
fees will instead be payable to GIL at a rate equivalent
to 0.8 per cent. per annum on gross assets up to £75
million and 0.5 per cent. per annum on gross assets in
respect of the excess above £75 million. In addition,
from 1 July 2001 Gartmore Fledgling and the Manager have
agreed to reduce the notice period under the management
agreement to six months.
* Continuing share buy-backs - The enlarged Gartmore
Fledgling will seek to continue with its share buy-back
programme out of surplus cash, so providing a positive
benefit to its net asset performance, hopefully
resulting in an outperformance of the Fledgling Index.
* Improved portfolio tracking performance - Themis
Fledgling Shareholders should benefit from the improved
portfolio tracking performance achieved by Gartmore
Fledgling's manager, GIL, which is responsible for over
£15bn of other indexed funds under management.
* Introduction of annual continuation vote - Gartmore
Fledgling Shareholders will benefit from the
introduction of an annual continuation vote to be put at
every annual general meeting of the Company commencing
with the annual general meeting to be held in 2001.
The Gartmore Fledgling Directors today also declared an interim
dividend of 0.45p per Gartmore Fledgling Share.
Commenting on the Offer, Jimmy West, Chairman of Gartmore
Fledgling, said:
'The Offer represents an attractive opportunity for Themis
Fledgling Shareholders to become shareholders in an enlarged
company. The Offer, together with its related proposals, should
provide benefits for both Themis Fledgling and Gartmore
Fledgling Shareholders, including the opportunity for them to
realise a proportion of their shareholdings pursuant to two
proposed tender offers. The Board of Gartmore Fledgling is
pleased to have received indications of support for the Offer
from over 48 per cent. of Themis Fledgling Shareholders.'
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 the customers of Dresdner Kleinwort
Benson or for providing advice in relation to the Offer.
ENQUIRIES
Gartmore Fledgling
Jimmy West (Chairman) 0171 782 2655
Gartmore Investment Limited
Michael Wrobel 0171 782 2000
Gary Smith
Dresdner Kleinwort Benson
Andrew Zychowski 0171 623 8000
B. FURTHER DETAILS OF THE OFFER
Background to the Offer
Gartmore Fledgling and Themis Fledgling are both investment
trusts and have as their investment policy the investment of
funds in the shares of companies which are constituents of the
FTSE Fledgling Index (ex-Investment Companies) with the aim of
matching broadly the performance of that Index.
Gartmore Fledgling is managed by Gartmore Investment Limited
('GIL'). GIL receives management fees monthly in arrears at a
rate equivalent to 0.8 per cent. per annum on gross assets,
plus VAT. Gartmore Fledgling is authorised to buy back up to
14.99 per cent. of its own shares during the course of its
financial year, and has used that power extensively, having
repurchased over 14 per cent. of its shares over the last
twelve months. Gartmore Fledgling has renewed its authority to
purchase up to a further 14.99 per cent. of its shares over the
current financial year.
Themis Fledgling is managed by Themis Investment Management
Limited ('TIML') which is paid monthly in advance at a rate
equivalent to 1.125 per cent. per annum on net assets, plus
VAT. Themis Fledgling currently has no authority to buy back
its own shares.
Performance
As the table below shows, Gartmore Fledgling has outperformed
Themis Fledgling by 12.2 per cent. over the last three years
and by 10.0 per cent. since 31 March 1995 (being the first
quarter end at which the portfolio of Gartmore Fledgling was
fully invested following its launch).
Diluted NAV Total Return
Periods to 31 October 1999
1 Year 2 Years 3 Years Since
31 March 1995
Perform- Rank* Perform- Rank* Perform- Rank* Perform- Rank*
ance ance ance ance
(%) (%) (%) (%)
Gartmore 53.9 8/31 36.6 7/30 42.4 10/30 78.6 20/27
Fledgling
Themis 42.4 15/31 29.0 14/30 30.2 21/30 68.6 25/27
Fledgling
Outperform +11.5 +7.6 +12.2 +10.0
ance
Source: AITC
* Ranking within the AITC UK Smaller Companies Sector.
The above table shows the diluted NAV total return (including
dividend payments, the effects of gearing, dilution from
warrants and management costs). The aim is to compare the two
companies' total net asset returns to shareholders.
Portfolio tracking performance
The table below shows the tracking performance of the
respective portfolios of Gartmore Fledgling with reference to
its gross assets per share, and of Themis Fledgling with
reference to its net assets per share, against their respective
benchmarks over the same period. As far as the Gartmore
Fledgling Directors are aware, the gross assets and net assets
of Themis Fledgling during the relevant periods should have
been the same on the basis that Themis Fledgling's audited
accounts for those periods revealed no external borrowings.
Although Gartmore Fledgling and Themis Fledgling had different
benchmarks prior to 1999, the composite benchmark returns have
been broadly similar over the period from 31 March 1995 to 31
October 1999, with capital returns of 12.2 per cent. per annum
and 12.1 per cent. per annum respectively.
From 31 March 1995 to 31 October 1999 Gartmore Fledgling's
portfolio outperformed its benchmark by 0.7 per cent. per
annum, whilst Themis Fledgling's portfolio underperformed its
benchmark by 1.7 per cent. per annum. The outperformance by
Gartmore Fledgling against its benchmark this year has arisen
largely from its share buy-back programme.
Portfolio Tracking
Performance Relative to Benchmark
Gartmore Themis
Fledgling Fledgling
Period * **
(%) (%)
1995 (Q2 to Q4) -0.7 +0.4
1996 -0.3 -1.3
1997 -0.1 -1.8
1998 +0.4 -1.5
1999 (January to October) +4.1 -3.6
4 7/12 years to 31 October 1999 +0.7p.a. -1.7p.a.
Notes:
Performance shown from first quarter-end at which Gartmore
Fledgling was fully invested. Relative performance figures
shown are compound relatives and based on more decimal places
than shown.
* Gross assets per share (total assets before borrowings
divided by the number of Gartmore Fledgling Shares in issue)
performance relative to Gartmore Fledgling's benchmark which
was the MicroCap Index to 31 December 1996 and the Fledgling
Index thereafter.
** NAV performance relative to Themis Fledgling's benchmark
which was the Hoare Govett 1000 Index to 31 December 1998 and
the Fledgling Index thereafter.
Sources: Gartmore, Datastream, ABN Amro, Professors Elroy
Dimson and Paul Marsh, London Business School.
The Offer and further proposals
The Offer forms part of a number of proposals (which are
conditional upon the Offer being completed), a summary of which
is set out below:
- Gartmore Fledgling is making a share for share offer for
Themis Fledgling with a view to merging the portfolios
of the two companies.
- Following completion of the Offer it is intended that
shareholders in the enlarged Gartmore Fledgling will be
given the opportunity to realise a proportion of their
shareholdings by way of two tender offers to be made
next year, which will be conditional upon shareholder
and warrantholder approval at the time, one before the
end of March 2000 and one before the end of June 2000.
Each tender offer is expected to be for about 15 per
cent. of the then Gartmore Fledgling Shares in issue, at
an 8 per cent. discount to the then net asset value, and
will be done on a 'mix and match' basis so that
shareholders may have the opportunity to realise more
than 30 per cent. of their shares in aggregate, pro rata
to the extent that there are shareholders in the
enlarged Gartmore Fledgling who do not wish to sell
their shares pursuant to the tenders.
- The two tender offers will be funded through the
structured realisation of an appropriate portion of the
enlarged portfolio over the next seven months.
- Themis Investment Management Limited will be replaced by
GIL as investment manager of Themis Fledgling and the
enlarged portfolio will be managed by GIL.
Gartmore Fledgling will continue to pursue its share buy-
back policy using any surplus cash arising through takeovers
and acquisitions of companies in its portfolio. It intends,
subject to the overall discretion of its Directors, to buy in
its own shares from such surplus cash when they are trading at
a discount to net asset value of more than 10 per cent.
provided that such surplus cash is not required to repay
borrowings of the Company or in the management of the Company's
portfolio.
Upon completion of the Offer, management fees will be
payable to GIL at a rate equivalent to 0.8 per cent. per annum
on gross assets up to £75 million and 0.5 per cent. per annum
on gross assets in respect of the excess above £75 million. In
addition, from 1 July 2001 Gartmore Fledgling and the Manager
have agreed to reduce the notice period under the management
agreement from twelve to six months.
- The Board of Directors of Gartmore Fledgling intends
that a continuation vote will be put to shareholders at
every annual general meeting of Gartmore Fledgling,
commencing with the annual general meeting to be held in
2001.
Terms of the Offer
Gartmore Fledgling is offering:
For each Themis Fledgling Share Such number of New Gartmore
Fledgling Shares, each valued at
the Gartmore Fledgling NAV, as shall
have a value equal to the Themis
Fledgling FAV.
Fractions of a New Gartmore Fledgling Share will not be issued
and entitlements will be rounded down to the nearest whole New
Gartmore Fledgling Share.
General
The Themis Fledgling FAV will be calculated as at the
Unconditional Date in accordance with the formula set out in
Appendix I to this announcement. The Themis Fledgling FAV will
broadly represent the Themis Fledgling net asset value,
including all revenue reserves and current revenue less the
interim dividend of 1p per share payable to Themis Fledgling
Shareholders on 3 December 1999, and less any costs incurred by
Themis Fledgling in pursuance of the Offer and any compensation
payable to Themis Investment Management Limited and other
service providers.
The Gartmore Fledgling NAV will be calculated as at the same
date on a fully diluted basis in accordance with normal
accounting policies of Gartmore Fledgling, including current
year revenue but excluding the interim dividend of 0.45p
proposed to be paid to Gartmore Fledgling Shareholders on 13
December 1999 and prior to taking account of the costs of the
Offer.
The Themis Fledgling Shares to be acquired under the Offer will
be acquired free from all liens, charges, equitable interests
and encumbrances and together with all rights now or
subsequently attached to such shares, including the right to
receive all dividends and other distributions declared, made or
paid on or after 11 November 1999 except for the interim
dividend of 1p per share payable on 3 December 1999 to those
Themis Fledgling Shareholders on the register of Themis
Fledgling on 5 November 1999.
The New Gartmore Fledgling Shares to be issued under the Offer
will be issued credited as fully paid and will rank pari passu
in all respects with the Gartmore Fledgling Shares then in
issue. The New Gartmore Fledgling Shares will not rank for the
interim dividend of 0.45p per Gartmore Fledgling Share proposed
to be paid on 13 December 1999 to those Gartmore Fledgling
Shareholders on the register of members of Gartmore Fledgling
on 26 November 1999.
GIL has agreed to contribute towards the costs incurred in
connection with the Offer an amount equal to 0.7 per cent. of
70 per cent. of the net assets of Themis Fledgling as at the
Unconditional Date. The costs of the Offer, including 0.5 per
cent. stamp duty on the value of the Themis Fledgling Shares
acquired under the Offer and net of GIL's contribution, are
estimated to be approximately 0.56 per cent. of the combined
net assets of Gartmore Fledgling and Themis Fledgling as at 9
November 1999.
Financial effects of acceptance of the Offer
The number of New Gartmore Fledgling Shares to which an
accepting Themis Fledgling Shareholder will become entitled
under the Offer can only be determined after the Unconditional
Date. By way of illustration only, however, on the Bases and
Assumptions and after taking account of the rounding down of
fractions of a New Gartmore Fledgling Share arising from the
calculation of accepting Themis Fledgling Shareholders'
entitlements, had the Offer become unconditional as to
acceptances on 9 November 1999 (the latest practicable date
prior to this announcement), a holder of 1,000 Themis Fledgling
Shares accepting the Offer would have been entitled to receive
883 New Gartmore Fledgling Shares.
The following table illustrates the financial effects for a
holder of 1,000 Themis Fledgling Shares of accepting the Offer
on the above basis.
Effect on market value Notes £
Value of 883 New Gartmore Fledgling Shares (i) 1174.3
9
Value of 1,000 Themis Fledgling Shares (ii) 1187.5
0
----
Decrease in market value 13.11
======
==
This represents a decrease of: 1.1%
Effect on income Notes £
Net income from 883 New Gartmore Fledgling (iii) 12.80
Shares
Net income from 1,000 Themis Fledgling Shares (iv) 22.50
----
Decrease in income 9.70
=====
This represents a decrease of: 43.1%
Notes:
(i) The value of a New Gartmore Fledgling Share has been
taken to be 133p, being the closing middle market price
of a Gartmore Fledgling Share (as derived from the
Official List) on 9 November 1999.
(ii) The value of a Themis Fledgling Share has been taken to
be 118.75p, being its closing middle market price (as
derived from the Official List) on 9 November 1999.
(iii) The net dividend income on a Gartmore Fledgling Share is
based on the net interim dividend of 0.45p per Gartmore
Fledgling Share for the year ending 30 June 2000 to be
paid on 13 December 1999 and the final dividend of 1p
per Gartmore Fledgling Share for the year ended 30 June
1999.
(iv) The net dividend income on a Themis Fledgling Share is
based on the net interim dividend of 1p per Themis
Fledgling Share to be paid on 3 December 1999 for the
year ending 31 March 2000 and the final dividend of
1.25p per Themis Fledgling Share for the year ended 31
March 1999.
(v) No account has been taken of any liability to taxation.
The financial effects of acceptance of the Offer which are
summarised above have been calculated as at 9 November 1999
(the latest practicable date prior to its announcement). These
take no account of the proposal that, following completion of
the Offer and assuming implementation of both proposed tender
offers, accepting Themis Fledgling Shareholders should be able
to realise at least 30 per cent. of their New Gartmore
Fledgling Shares at an 8 per cent. discount to NAV. As at 9
November 1999 the Gartmore Fledgling Shares were trading at a
discount of 19.5 per cent. to their underlying net asset value.
The Gartmore Fledgling Directors believe that:
* the Offer;
* the inclusion of the enlarged Gartmore Fledgling in the
FTSE All-Share Index;
* the implementation of the tender offers at an 8 per
cent. discount to NAV;
* the continuing share buy-back programme;
* the reduction in the management fee; and
* the proposed annual continuation vote,
should be positive factors in relation to Gartmore Fledgling's
share rating.
Under the Offer, on the Bases and Assumptions, 44.4 million New
Gartmore Fledgling Shares would be issued, representing 59.3
per cent. of the enlarged issued share capital of Gartmore
Fledgling following the Offer.
As at 9 November 1999 (the latest practicable date prior to
this announcement), on the Bases and Assumptions and the notes
under the table in the section headed 'Financial effects of
acceptance of the Offer' above, the value of the Offer
represented 117.4p per Themis Fledgling Share.
Principal Bases and Assumptions
The statistics contained in this announcement relating to the
Gartmore Fledgling Shares and Themis Fledgling Shares have been
calculated on the following principal bases and assumptions,
each as at 9 November 1999 (being the latest practicable day
prior to the announcement of the Offer):
(i) the NAV of a Gartmore Fledgling Share was 165.25p (as
calculated by the Manager) and the closing middle market
price of a Gartmore Fledgling Share was 133p;
(ii) the NAV of a Themis Fledgling Share was 148.34p (as
published by Datastream) and the closing middle market
price of a Themis Fledgling Share was 118.75p;
(iii) the Gartmore Fledgling Directors' estimate of the Themis
Fledgling FAV based on the NAV of Themis Fledgling (as
published by Datastream) was 145.93p; and
(iv) the Offer is accepted in full by all Themis Fledgling
Shareholders.
On the Bases and Assumptions the Offer would value the entire
issued share capital of Themis Fledgling at approximately £59.0
million.
Irrevocable undertaking and indications of intent
Gartmore Fledgling has received an irrevocable undertaking to
accept the Offer from a Themis Fledgling Shareholder
representing approximately 21.1 per cent. of the current issued
share capital of Themis Fledgling. Furthermore Themis Fledgling
Shareholders holding in aggregate 27.0 per cent. of the current
issued share capital of Themis Fledgling have provided letters
indicating their intention to accept the Offer. The irrevocable
undertaking will cease to be binding if the Offer lapses or is
withdrawn or if Gartmore Fledgling fails to post the Offer
Document within 28 days of this announcement.
Taken together, this irrevocable undertaking and these letters
of intent represent 48.1 per cent. of the current issued share
capital of Themis Fledgling.
Interim Dividend
The Gartmore Fledgling Directors have today declared an interim
dividend of 0.45p per Gartmore Fledgling Share, to be paid on
13 December 1999 to those Gartmore Fledgling Shareholders on
the register of members on 26 November 1999. The New Gartmore
Fledgling Shares to be issued under the Offer will not be
entitled to participate in this dividend.
General
The Offer is conditional on the holders of Gartmore Fledgling
Shares approving the Offer and upon satisfaction or waiver of
the conditions set out in Appendix II to this document. An
Extraordinary General Meeting of Gartmore Fledgling has been
convened for 29 November 1999 at which such approval will be
sought.
Gartmore Fledgling and certain persons who may be regarded as
acting in concert with it own no shares in Themis Fledgling.
Due to confidentiality requirements Gartmore Fledgling has not
enquired as to interests in Themis Fledgling Shares of all
persons who may be regarded as acting in concert with it.
British Empire Securities and General Trust plc has given an
irrevocable undertaking to accept the Offer in respect of its
holding of 10,585,000 Themis Fledgling Shares.
APPENDIX I
Formula for Calculation of the Themis Fledgling FAV
The Themis Fledgling FAV will be calculated as at the close of
business on the Unconditional Date and shall be the amount in
pence which is the result of the following fraction, rounded to
four decimal places, with 0.00005 pence being rounded upwards:
FAV equals A - B
-----
C
where (subject as provided in the Notes hereto):
A is the aggregate of:
(i) the value of those investments of Themis Fledgling as at
the close of business on the Unconditional Date which
are listed on the London Stock Exchange and not traded
under Stock Exchange Electronic Trading Service
('SETS'), calculated by reference to the middle market
quotations of such investments on the Unconditional Date
as shown in the Official List provided that if no such
price is shown or if Gartmore Fledgling or Themis
Fledgling believes that such quotation or price does not
represent the fair market value, then the relevant
investment shall be deemed to come within paragraph (vi)
below and not this paragraph (i);
(ii) the value of those investments of Themis Fledgling as at
the close of business on the Unconditional Date which
are listed on the London Stock Exchange and traded under
SETS, calculated by reference to the last recorded
prices at which such investments have been traded as
shown in the Official List save that, where such prices
differ materially from the bid and offer prices of the
investments quoted on SETS as at close of business on
the Unconditional Date, the value of such investments
shall be adjusted to reflect their fair realisable value
as determined by agreement between Dresdner Kleinwort
Benson and Themis Fledgling's financial adviser (or,
failing such agreement within 7 days after the
Unconditional Date, as determined by an independent
expert);
(iii) the value of those investments of Themis Fledgling which
are listed, quoted or dealt in on a recognised stock
exchange other than the London Stock Exchange,
calculated by reference to the middle market quotations
or prices or the last trade prices recorded, as at the
close of business on the Unconditional Date, on the
principal stock exchange where the relevant investment
is listed, quoted or dealt in, as shown by the relevant
exchange's recognised method of publication of prices
for such investments provided that, if no such price is
shown or if Gartmore Fledgling or Themis Fledgling
believes that such quotation or price does not represent
the fair market value, then the relevant investment
shall be deemed to come within paragraph (vi) below and
not this paragraph (iii);
(iv) the value of those investments of Themis Fledgling which
are units in open-ended unit trusts or shares in open-
ended investment companies, calculated by reference to
the lower of the cancellation and the bid price quoted
as at the close of business on the Unconditional Date by
the manager of the relevant trust or investment company,
as the case may be, for holdings of the size held by
Themis Fledgling. For the avoidance of doubt, any such
investments which are listed, quoted or dealt in on any
recognised stock exchange shall be valued under this
paragraph (iv) and not under paragraphs (i), (ii) or
(iii) above;
(v) the value of those traded options and futures contracts
to which Themis Fledgling is a party as at the close of
business on the Unconditional Date which are traded on a
stock, commodities, financial futures or other
securities exchange, calculated by reference to the
official middle market closing prices on the
Unconditional Date as shown by the relevant exchange's
recognised method of publication of prices for such
traded options and futures contracts provided that, if
no such price is shown or if Gartmore Fledgling or
Themis Fledgling believes that such price does not
represent the fair market value, then the relevant
investment shall be deemed to come within paragraph (vi)
below and not this paragraph (v);
(vi) the value of all other investments of Themis Fledgling,
calculated as being their fair realisable value as at
the close of business on the Unconditional Date as
determined by agreement between Dresdner Kleinwort
Benson and Themis Fledgling's financial adviser (or,
failing such agreement within 7 days after the
Unconditional Date, as determined by an independent
expert); and
(vii) the actual amount as at the close of business on the
Unconditional Date of any sums due to Themis Fledgling
from debtors (including, for this purpose, any dividends
or distributions receivable on investments quoted ex-
dividend or ex-distribution on the Unconditional Date
and any interest accrued on British Government or any
other debt securities as at the Unconditional Date, and
any recoverable tax credit in relation thereto, but
excluding any dividend, distribution or interest not yet
received which has been taken into account in the value
of any of the investments referred to in paragraphs (i)
to (vi) (inclusive) above), cash and deposits with or
balances at banks, bills receivable and any money market
instruments of Themis Fledgling (together with, in each
case, accrued interest at that date less any associated
tax accrual) and the fair realisable value of any other
tangible or intangible assets not otherwise accounted
for in paragraphs (i) to (vi) (inclusive) above, less
any provision for diminution of value which may be
appropriate in respect of any of the above (including
provisions for bad or doubtful debts and any appropriate
deduction for advance corporation tax which proves or
may prove irrecoverable), each as determined by
agreement between Dresdner Kleinwort Benson and Themis
Fledgling's financial adviser (or, failing such
agreement within 7 days after the Unconditional Date, as
determined by an independent expert);
B is the aggregate of:
(i) the principal amounts as at the close of business on the
Unconditional Date of any outstanding borrowings of
Themis Fledgling plus accrued interest, commitment fees
and other charges up to and including that date and the
higher of any premiums or penalties payable on either
early or final repayment;
(ii) the cost of termination of all existing management,
secretarial and administrative arrangements in force on
the Unconditional Date and all other costs, compensation
or other payments made or to be made to the directors or
employees of Themis Fledgling which have not been paid
by the Unconditional Date, all such costs to include
value added tax, where applicable;
(iii) the costs of any dividend or other distribution of
Themis Fledgling declared or announced on or before the
Unconditional Date so far as not previously paid;
(iv) all fees, costs and expenses payable by Themis Fledgling
in relation to the Offer, including the amount of any
professional, advisory, legal and printing fees or
advertising or other expenses incurred (to include all
fees and expenses in relation to the determination and
verification of the Themis Fledgling FAV including any
charges made by any independent expert referred to
herein, if appointed), all such costs to include value
added tax, where applicable;
(v) the cost of closing as at the close of business on the
Unconditional Date any open foreign exchange or other
forward purchase or sale contracts of Themis Fledgling
(save to the extent already taken into account in this
formula);
(vi) the cost of terminating as at the close of business on
the Unconditional Date any other contracts or
arrangements of Themis Fledgling whatsoever; and
(vii) an amount which fairly reflects all other liabilities
and obligations of Themis Fledgling whatsoever including
a fair provision for any contingent liabilities
(including any additional liabilities to taxation,
whether or not deferred, and any liabilities arising on
liquidation) or losses (including disputed claims) of
Themis Fledgling, as at the close of business on the
Unconditional Date as determined by agreement between
Dresdner Kleinwort Benson and Themis Fledgling's
financial adviser (or, failing such agreement within 7
days after the Unconditional Date, as determined by an
independent expert); and
C is the number of Themis Fledgling Shares in issue at the
close of business on the Unconditional Date.
Notes
1 If in the case of A(i) to (v) (inclusive) above there
has been any general suspension of trading on any
relevant stock, commodities, financial futures or other
securities exchange or market, or if it was closed for
business on the Unconditional Date, the value of the
investments, traded options or futures contracts
affected shall be taken as at the close of business on
the immediately preceding date on which there was
trading on such exchange or market, provided that if any
such date was 7 days or more before the Unconditional
Date then the relevant investment, traded option or
futures contract shall be deemed to come within A(vi)
above and provided further that if there has been a
material adverse change in the financial position of the
relevant investment, traded option or futures contract
since the Unconditional Date, a fair provision
determined by agreement between Dresdner Kleinwort
Benson and Themis Fledgling's financial adviser (or,
failing such agreement within 7 days after the
Unconditional Date, as determined by an independent
expert) shall be made to take account of such adverse
change in the value of the relevant investment.
2 Subject to Note 1 above, in the case of A(i) to (v)
(inclusive) above:
(i) where no price is quoted in respect of any
investment, traded option or futures contract or
where dealings in such investment, traded option
or futures contract have been suspended on any
relevant date, the value shall be determined by
agreement between Dresdner Kleinwort Benson and
Themis Fledgling's financial adviser (or, failing
such agreement within 7 days after the
Unconditional Date, as determined by an
independent expert); and
(ii) where any such investment, traded option or
futures contract is, at the close of business on
the Unconditional Date, subject to any rights of
any person to acquire the same or any obligation
on Themis Fledgling to dispose of the same,
whether as a result of the Offer being made or
becoming or being declared unconditional or
otherwise, at a price less than would otherwise
be determined in accordance with A(i) to (vi)
(inclusive), as the case may be, such investment,
traded option or futures contract shall be valued
at such lesser price unless such right or
obligation is unconditionally and irrevocably
waived or lapses prior to the calculation of the
Themis Fledgling FAV otherwise being agreed or
determined.
3 For the purpose of the above calculation, the value of
any investments, assets or liabilities denominated in
currencies other than sterling shall be converted into
sterling at the closing mid-point spot rate of exchange
between sterling and such other currencies in London as
at the close of business on the Unconditional Date as
published in the Financial Times or, failing which, as
certified by an independent expert.
4 With regard to A(vi) and (vii) above, Dresdner Kleinwort
Benson and Themis Fledgling's financial adviser and, if
appointed, any independent expert shall have regard,
inter alia, to the following when determining the value
of any investment or other asset (which shall be
calculated on the basis of a notional sale by a willing
seller to a willing buyer, without regard to any
additional value that might be attributed to the
investment or asset by any special category of potential
purchaser):
(i) the existence or exercise of any pre-emption
rights or obligations in respect of such
investment or any other restrictions on the
transfer or disposal of the same which may exist
or which may arise as a consequence of the
proposed acquisition by Gartmore Fledgling of
Themis Fledgling or of the transfer of such
investment to any party or of the winding-up of
Themis Fledgling;
(ii) the terms and volumes of any recent dealings in,
and marketability of, such investment or asset;
and
(iii) the amount of any bona fide offer to acquire such
investment or asset which may be made by any
person and brought to the attention of Dresdner
Kleinwort Benson and Themis Fledgling's financial
adviser or, if appointed, any independent expert.
5 In agreeing any fair reasonable value in the case of
A(vi) or (vii) above or the amount of any liabilities,
obligations or losses in the case of B(vii) above, or in
making any determination under Notes 1 or 2(i) above or
Note 6, Dresdner Kleinwort Benson and Themis Fledgling's
financial adviser shall act as experts and not as
arbitrators and any such agreement or determination
shall be final and binding on all persons and none of
them shall be under any liability to any person by
reason thereof or by anything done or omitted to be done
by them for the purposes thereof or in connection
therewith.
6 If any liability referred to in B above has not been
determined by the date on which the calculations and
adjustments otherwise necessary to determine the Themis
Fledgling FAV have been made, there shall be included in
B such amount in respect of such liability as shall be
considered to be an appropriate estimate by agreement
between Dresdner Kleinwort Benson and Themis Fledgling's
financial adviser (or, failing agreement within 7 days
after the Unconditional Date, as determined by an
independent expert).
7 The independent expert referred to in this Appendix
shall be a member of the London Investment Banking
Association (not connected with any of the parties to
this transaction) selected by Dresdner Kleinwort Benson
and Themis Fledgling's financial adviser or, in default
of such selection within 14 days after the Unconditional
Date, by the Chairman for the time being of the London
Investment Banking Association on the application of
Dresdner Kleinwort Benson and Themis Fledgling's
financial adviser. Such member shall act as an expert
and not as an arbitrator and his determination shall
(subject to any agreement otherwise between Gartmore
Fledgling and Themis Fledgling) be final and binding on
all persons and such member shall not be under any
liability to any person by reason of his appointment or
by anything done or omitted to be done by him for the
purpose of such appointment or in connection therewith.
8 The Themis Fledgling Directors and Themis Fledgling's
auditors shall be requested to prepare the calculation
of the Themis Fledgling FAV, which will be reported on
by Gartmore Fledgling's auditors prior to its submission
for approval by Dresdner Kleinwort Benson on behalf of
Gartmore Fledgling. In the event of a dispute regarding
the calculation of the Themis Fledgling FAV, such
dispute will be determined by a chartered accountant
selected by agreement between Gartmore Fledgling and
Themis Fledgling or, in default of such agreement within
14 days after the Unconditional Date, selected by the
President for the time being of the Institute of
Chartered Accountants in England and Wales which
chartered accountant shall act as an expert and not as
an arbitrator and whose determination shall (subject to
any agreement otherwise between Gartmore Fledgling and
Themis Fledgling) be final and binding on all persons,
provided that such chartered accountant shall (subject
to any agreement otherwise between Gartmore Fledgling
and Themis Fledgling) be bound by any values of
investments or assets or quantification of liabilities,
obligations or losses agreed between Dresdner Kleinwort
Benson and Themis Fledgling's financial adviser or
otherwise agreed between Gartmore Fledgling and Themis
Fledgling or determined by a decision of the independent
expert referred to in this Appendix in respect of any
asset or investment or other asset valued by him or any
liability, obligation or loss quantified by him. In the
absence of any such dispute, such calculation approved
by or on behalf of Gartmore Fledgling shall be final and
binding on all persons.
9 Notwithstanding Note 8 above, if the calculation of the
Themis Fledgling FAV has not been so prepared and
delivered to Dresdner Kleinwort Benson for its approval
by the date 7 days after the Unconditional Date or
(whether or not such delivery has been so made), a final
determination of the Themis Fledgling FAV has not been
made by the date 14 days after the Unconditional Date
then, pending such final determination, a provisional
calculation of the Themis Fledgling FAV shall be
prepared by Gartmore Fledgling and Dresdner Kleinwort
Benson on the basis of such information as is available
to them (and after making such assumptions as they
consider appropriate) and shall be arithmetically
checked by Gartmore Fledgling's auditors. In this event,
initial consideration, equal to 85 per cent (or such
higher percentage as Gartmore Fledgling and Dresdner
Kleinwort Benson may agree) of the consideration which
would be due were the provisional calculation referred
to above correct, rounded down to the nearest whole New
Gartmore Fledgling Share, shall be issued to the persons
entitled thereto on the prescribed settlement date in
respect of the Offer and any balance shall be issued
within 7 days after the final determination referred to
above has been agreed or determined in accordance with
Note 8 and such agreement or determination has been
notified to Gartmore Fledgling and Themis Fledgling (but
not earlier than the prescribed settlement date).
10 Notwithstanding any of the above provisions, in the
event that the valuation of any investment or asset of
Themis Fledgling in accordance with any of the above
provisions, or the amount of any deduction made in
accordance with B above, is, in the opinion of Dresdner
Kleinwort Benson and Themis Fledgling's financial
adviser, incorrect or unfair they may, if they so agree,
after consultation with the auditors of Gartmore
Fledgling and of Themis Fledgling adopt an alternative
method of valuation or deduction, as the case may be.
APPENDIX II
Conditions and Further Terms of the Offer
A Conditions of the Offer
The Offer is subject to the following conditions:
(i) valid acceptances being received (and not, where
permitted, withdrawn) by 3.00 p.m. on 2 December 1999
(or such later time(s) and/or date(s) as Gartmore
Fledgling may, subject to the rules of the Code, decide)
in respect of not less than 90 per cent. (or such lesser
percentage as Gartmore Fledgling may decide) of the
Themis Fledgling Shares to which the Offer relates
provided that this condition will not be satisfied
unless Gartmore Fledgling shall have acquired or agreed
to acquire, whether pursuant to the Offer or otherwise,
Themis Fledgling Shares carrying, in aggregate, more
than 50 per cent. of the voting rights then exercisable
at a general meeting of Themis Fledgling, including for
this purpose, to the extent (if any) required by the
Panel, any such voting rights attaching to any Themis
Fledgling Shares that may be unconditionally allotted or
issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the
exercise of any outstanding conversion or subscription
rights or otherwise and for this purpose:
(a) the expression 'Themis Fledgling Shares to which
the Offer relates' shall be construed in
accordance with Sections 428 to 430F of the
Companies Act 1985; and
(b) Themis Fledgling Shares which have been
unconditionally allotted shall be deemed to carry
the voting rights which they will carry upon
issue;
(ii) the passing at an Extraordinary General Meeting of
Gartmore Fledgling (or at any adjournment thereof) of
all resolutions necessary to approve and implement the
Offer and the acquisition of any Themis Fledgling Shares
by Gartmore Fledgling pursuant thereto and the allotment
of New Gartmore Fledgling Shares pursuant to the Offer;
(iii) the London Stock Exchange admitting to the Official List
the New Gartmore Fledgling Shares to be issued pursuant
to the Offer, and such admission becoming effective in
accordance with paragraph 7.1 of the Listing Rules of
the London Stock Exchange;
(iv) no event occurring or having occurred prior to the
Wholly Unconditional Date which causes or would cause
Gartmore Fledgling or Themis Fledgling to cease to be,
or cease to be capable of being, eligible for approval
as an investment trust within the meaning of section 842
of the Income and Corporation Taxes Act 1988 in respect
of any accounting reference period and/or (in the case
of Themis Fledgling alone) an investment company within
the meaning of section 266 of the Companies Act 1985 in
respect of any accounting reference period;
(v) no government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative
body, court, trade agency, professional association or
other person or body in any jurisdiction, including
(without limitation) the United Kingdom Inland Revenue,
(each a 'Relevant Authority') having decided to take,
instituted, implemented or threatened any action,
proceedings, suit, investigation, enquiry or reference,
or made, proposed or enacted any statute, regulation or
order, or taken any other steps, which would or might:
(a) make the Offer or its implementation and/or the
acquisition by Gartmore Fledgling of any Themis
Fledgling Shares void, illegal or unenforceable
or otherwise, directly or indirectly, restrict,
restrain, prohibit or otherwise interfere with
the implementation of the Offer, or impose
additional conditions or obligations with respect
thereto, or otherwise challenge or interfere
therewith;
(b) result in a delay in the ability of Gartmore
Fledgling, or render it unable, to acquire some
or all of the Themis Fledgling Shares and/or
Themis Fledgling assets;
(c) require, prevent or delay the divestiture, or
alter the terms envisaged for any proposed
divestiture, by Gartmore Fledgling or Themis
Fledgling of all or any part of their respective
businesses, assets or property or impose any
limitation on the ability of any of them to
conduct their respective businesses and/or own
their respective assets or property or any part
thereof;
(d) impose any limitation on the ability of Gartmore
Fledgling to acquire or to hold or to exercise
effectively, directly or indirectly, any rights
of ownership in respect of the Themis Fledgling
Shares and/or Themis Fledgling assets; or
(e) otherwise adversely affect the business, profits
or prospects of Gartmore Fledgling and/or Themis
Fledgling,
and all applicable waiting and any other time periods
within which any Relevant Authority could institute,
implement or threaten any action, proceedings, suit,
investigation, enquiry or reference under the laws of
any jurisdiction having expired, lapsed or been
terminated;
(vi) all necessary filings having been made and all statutory
or regulatory obligations having been complied with in
respect of the Offer and the acquisition of any Themis
Fledgling Shares and/or Themis Fledgling assets by
Gartmore Fledgling, and all authorisations, orders,
recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals ('Authorisations')
necessary or appropriate for, or in respect of the Offer
and the proposed acquisition of any Themis Fledgling
Shares and/or Themis Fledgling assets, by Gartmore
Fledgling upon the terms and conditions of the Offer or
in relation to the affairs of Themis Fledgling
(including, for the avoidance of doubt, any consent,
waiver or ruling of the Panel in connection with the
Offer) having been obtained, in terms and in a form
satisfactory to Gartmore Fledgling, from all appropriate
Relevant Authorities and other relevant persons and all
such Authorisations remaining in full force and effect
and there being no notice or other indication of any
intention to revoke or not to renew any of the same and
all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;
(vii) there being no provision of any arrangement, agreement
or other instrument to which Themis Fledgling is a party
or by which, or to which, Themis Fledgling or any of its
assets may be bound or be subject and which, in
consequence of the proposed acquisition by Gartmore
Fledgling of some or all of the Themis Fledgling Shares
and/or Themis Fledgling assets or because of a change of
management of Themis Fledgling or otherwise could result
in:
(a) any monies borrowed by or any other indebtedness,
actual or contingent, of Themis Fledgling being,
or becoming capable of being, declared repayable
immediately or prior to their stated maturity or
the ability of Gartmore Fledgling or Themis
Fledgling to borrow money or incur any
indebtedness being withdrawn or inhibited;
(b) the creation or enforcement of any mortgage,
charge or other security interest over the whole
or any part of the business, property or assets
of Themis Fledgling;
(c) any such arrangement, agreement or instrument or
the rights, liabilities or obligations under any
of the same being terminated, modified or
affected or any action being taken or arising
thereunder or any liability arising thereunder;
(d) any assets or interests of Themis Fledgling
being, or failing to be, disposed of or charged
or any right arising under which any such assets
or interest could be required to be disposed of
or charged; or
(e) the financial or trading position or prospects of
Themis Fledgling being prejudiced or adversely
affected,
and there being no provision of any such arrangement,
agreement or other instrument which prevents or
restrains the transfer of any asset of, or interests in,
Themis Fledgling;
(viii)except as publicly announced by Themis Fledgling prior
to 11 November 1999, Themis Fledgling not having since
31 March 1999:
(a) issued, or agreed to or authorised or proposed
the issue of, additional shares of any class, or
securities convertible into, or rights, warrants
or options to subscribe for or acquire, any such
shares or convertible securities or redeemed,
purchased or repaid or announced any proposal to
redeem, purchase or repay any of its own shares
or other securities or reduced, reclassified or
made any other change to any part of its share
capital or share premium account;
(b) without the prior agreement of Gartmore
Fledgling, recommended, declared, paid or made or
proposed to recommend, declare, pay or make any
bonus, dividend or other distribution in respect
of its share capital;
(c) authorised or proposed or announced an intention
to propose any merger, demerger, acquisition,
disposal or transfer of assets, mortgage, charge
or security interest of or over any assets or
change in its capitalisation (other than in the
ordinary course of its business);
(d) issued or proposed the issue of any debentures or
incurred or increased any indebtedness or
contingent liability;
(e) merged with any body corporate or acquired or
disposed of or transferred, mortgaged, or created
any security interest over, or encumbered any
assets or any rights, title or interest in any
material asset;
(f) entered into or varied or proposed or announced
its intention to enter into or vary any contract,
transaction or commitment (other than in the
ordinary course of business) which is of a long
term, unusual or onerous nature or which is
otherwise adverse in the context of Themis
Fledgling and/or which might be restrictive to
the business of Themis Fledgling;
(g) entered into or varied the terms of any
management, secretarial/administrative or
advisory contract, any service agreement with any
of the directors of Themis Fledgling or any
contract or transaction otherwise than in the
ordinary course of business;
(h) taken any corporate action or had any petition
presented or order made for its winding-up,
dissolution or reorganisation, or for the
appointment of a receiver, administrator,
administrative receiver, trustee or similar
officer of all or any of its assets or revenues;
(i) passed any resolution to alter its memorandum or
articles of association or to change its
investment policy; or
(j) entered into any agreement or arrangement or
passed any resolution in general meeting or
otherwise or made any proposal with respect to
any of the matters, transactions or events
referred to in this paragraph;
(ix) since 31 March 1999, except as publicly announced by
Themis Fledgling prior to 11 November 1999:
(a) there having been no adverse change in the
business, assets, financial or trading position
or profits or prospects of Themis Fledgling;
(b) no litigation, arbitration proceedings,
prosecution or other legal proceedings having
been instituted, announced or threatened by or
against or remaining outstanding against Themis
Fledgling which might have an adverse effect on
Themis Fledgling or its assets; and
(c) no contingent or other liability having arisen
which might adversely affect Themis Fledgling or
its assets; and
(x) Gartmore Fledgling not having discovered:
(a) that any financial or business information
disclosed at any time by Themis Fledgling is
misleading, contains a material representation of
fact or omits to state a fact necessary to make
the information contained therein not misleading;
(b) any information which affects the import of any
information disclosed at any time by or on behalf
of Themis Fledgling; or
(c) that any entity in which Themis Fledgling has a
significant economic interest and which is not a
subsidiary undertaking of Themis Fledgling is
subject to any material liability, contingent or
otherwise, which was not disclosed in the annual
report and accounts of Themis Fledgling for the
financial year ended 31 March 1999.
Gartmore Fledgling reserves the right to waive, in whole
or in part, all or any of conditions (iv) to (x)
(inclusive) above.
B. Further Terms of the Offer
(i) The Offer will be open for acceptance until 3.00 p.m. on
2 December 1999 or such later time and date as Gartmore
Fledgling may, subject to the Code, announce.
(ii) Save with the consent of the Panel, the Offer will lapse
unless all the conditions have been fulfilled or (if capable of
waiver) waived or, where appropriate, have been determined by
Gartmore Fledgling in its reasonable opinion to be or remain
fulfilled, by the later of (i) 3.00 p.m. on 23 December 1999,
(ii) 21 days after the date on which the Offer becomes
unconditional, and (iii) such other date as Gartmore Fledgling
may with the consent of the Panel decide, provided that
Gartmore Fledgling shall be under no obligation to waive or
treat as fulfilled any condition by a date earlier than the
latest date specified above for the fulfilment thereof
notwithstanding that the other conditions of the Offer may at
such earlier time have been waived or fulfilled and that there
are at such earlier date no circumstances indicating that any
of such conditions may not be capable of fulfilment.
(iii) The Offer will lapse if it is referred to the
Competition Commission before 3.00 p.m. on the later of 2
December 1999 and the date on which the Offer becomes or is
declared unconditional. In such circumstances, the Offer will
cease to be capable of further acceptance and Gartmore
Fledgling shall thereupon cease to be bound by acceptances
delivered on or before the date on which the Offer so lapses.
(iv) The Offer shall be governed by and construed in
accordance with English law.
(v) The Offer is not being made, directly or indirectly, in
or into, or by the use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United
States, Canada, Australia or Japan.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
'AITC' Association of Investment Trust
Companies
'Bases and Assumptions' the principal bases and assumptions
set out in Part B of this announcement
'Circular' the Circular to Gartmore Fledgling
Shareholders and Gartmore Fledgling
Warrantholders dated 11 November 1999,
containing information relating to the
Offer
'Code' the City Code on Takeovers and Mergers
'Dresdner Kleinwort Benson' Kleinwort Benson Securities Limited
'EGM' or the extraordinary general meeting of the
'Extraordinary Company convened for 29 November 1999
General Meeting' (or any adjournment thereof) at which
the Resolution will be proposed
'Fledgling Index' the FTSE Fledgling Index (ex-Investment
Companies)
'Form of Acceptance' the form of acceptance accompanying the
Offer Document for use in connection
with the Offer
'GIL' or 'Manager' Gartmore Investment Limited, a wholly
owned subsidiary of Gartmore Investment
Management Plc and the investment
manager of Gartmore Fledgling
'Gartmore Fledgling' or Gartmore Fledgling Index Trust plc
'Company'
'Gartmore Fledgling Directors' the board of directors of
Gartmore Fledgling
'Gartmore Fledgling NAV' the value of the net assets of
Gartmore Fledgling in pence per share,
calculated in accordance with Gartmore
Fledgling's normal accounting policies
but adjusted to:
(i) include revenue items for the
current financial year;
(ii) include the subscription
proceeds receivable by Gartmore
Fledgling on the assumption that all
the outstanding Gartmore Fledgling
Warrants had been exercised;
(iii)exclude the aggregate amount
of the interim dividend of 0.45p per
Gartmore Fledgling Share proposed to
be paid on 13 December 1999
and divided by the aggregate number of
Gartmore Fledgling Shares and Gartmore
Fledgling Warrants in issue
'Gartmore Fledgling Shares' ordinary shares of 25p each in the
capital of Gartmore Fledgling
'Gartmore Fledgling Warrants'warrants each entitling the
holder to subscribe for one Gartmore
Fledgling Share at a price of 100p per
share on 1 December in each year up to
and including 1 December 2001
'Hoare Govett 1000 Index' the Hoare Govett 1000 Index which
comprised the 1,000 smallest quoted UK
companies (including investment trusts)
as at 1 January for each of the relevant
years
'Listing Particulars' the accompanying document comprising
listing particulars dated 11 November
1999 relating to the issue of New
Gartmore Fledgling Shares pursuant to
the Offer
'London Stock Exchange' London Stock Exchange Limited
'MicroCap Index' the original benchmark index for
Gartmore Fledgling. The index was
established by Professors Elroy Dimson
and Paul Marsh of the London Business
School to track the performance of the
ordinary shares of the smallest one per
cent. of quoted companies (being
companies other than investment trusts
listed on the London Stock Exchange or
traded on the Unlisted Securities
Market)
'NAV' or 'net asset value' the net asset value in pence per
share of a Themis Fledgling Share or a
Gartmore Fledgling Share, as the case
may be
'New Gartmore Fledgling Shares' the new Gartmore Fledgling Shares to be
issued, credited as fully paid, by
Gartmore Fledgling pursuant to
the Offer
'Offer' the offer of New Gartmore Fledgling
Shares for all the Themis Fledgling
Shares made by Dresdner Kleinwort Benson
on behalf of Gartmore Fledgling and
contained in the Offer Document and,
where the context so requires, any
subsequent revision, variation,
extension or renewal thereof
'Offer Document' the document being sent to Themis
Fledgling Shareholders and containing
the Offer
'Official List' the Official List of the London Stock
Exchange
'Panel' the Panel on Takeovers and Mergers
'Receiving Agent' Lloyds TSB Registrars
'Regulations' the Uncertificated Securities
Regulations 1995 (SI 1995 No. 95/3272)
'Resolution' the ordinary resolution to be put to the
Gartmore Fledgling Shareholders at the
Extraordinary General Meeting
'Taxes Act' the Income and Corporation Taxes Act
1988
'Themis Fledgling' Themis FTSE Fledgling Index Trust PLC
'Themis Fledgling Directors' the board of directors of Themis
Fledgling
'Themis Fledgling FAV' or
'formula asset value' the formula asset value in pence per
share of a Themis Fledgling Share,
calculated as at the close of business
on the Unconditional Date in accordance
with the formula set out in Appendix I
to this document
'Themis Fledgling Shareholders' holders of Themis Fledgling Shares
'Themis Fledgling Shares' the existing issued and fully
paid ordinary shares of 25p each in
Themis Fledgling and any further such
shares which are unconditionally
allotted or issued on or before the date
on which the Offer closes (or such
earlier date, not being earlier than the
Unconditional Date or, if later, the
first closing date of the Offer, as
Gartmore Fledgling may, subject to the
Code, determine)
'Unconditional Date' the date on which the Offer becomes or
is declared unconditional as to
acceptances
'United States', 'USA' or 'US' the United States of America, its
territories and possessions, any state of
the United States of America and the District
of Columbia
'Wholly Unconditional Date' the date on which the Offer becomes or is
declared unconditional in all respects
Unless otherwise stated, all financial information in this
announcement has been based on the relevant figures, obtained
from Datastream, as at the close of business on 9 November 1999
(the latest practicable date prior to the announcement of the
Offer). All quotations for Themis Fledgling Shares and Gartmore
Fledgling Shares stated in this announcement are taken as at
the close of business on the relevant date. The illustrations
of the number of New Gartmore Fledgling Shares to be issued to
accepting Themis Fledgling Shareholders under the Offer have
been rounded down to the nearest whole number.
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