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Themis FTSE Fldg Idx (TFF)

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Thursday 11 November, 1999

Themis FTSE Fldg Idx

Offer by Gartmore Fledgling Index Trust

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.

'FTSE' is a trademark of the London Stock Exchange Limited  and
the  Financial Times Limited and 'Fledgling' is a trademark  of
the  London Stock Exchange Limited. Such marks are used by FTSE
International Limited under licence.

The  FTSE  Fledgling Index is calculated by FTSE  International
Limited  in  conjunction  with the  Institute  and  Faculty  of
Actuaries. FTSE International Limited does not sponsor, endorse
or promote this product.







                           

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