Tender Offer - Replacement

Govett Asian Recovery Trust PLC
03 December 2003

The following replaces the Tender Offer announcement released Monday 01 December
2003, at 0734 under RNS number 6654S

The text in the timetable should have read: Latest time and date for receipt of
Tender Forms from Shareholders and latest time and date for receipt of Purchase
Forms from Shareholders accompanied by cheques for purchase price - 5.00 p.m. on
15 December 2003, and not 11 December 2003 as previously stated.

All other details remain unchanged, and the full amended text appears below.



Govett Asian Recovery Trust plc ('GART' or the 'Company')

Announcement of proposals for a change of Investment Objective and Policy,
Change of Name, New Management Agreements, Tender Offer and Matching Facility
and certain other matters



Introduction

The Company announces proposals for a change of the Company's investment
objective and policy and a change of name, New Management Agreements, a Tender
Offer and Matching Facility and related matters (the 'Proposals'). A circular
(the 'Circular') setting out the Proposals and convening an Extraordinary
General Meeting of the Company for 22 December 2003 is being posted to
Shareholders.

Background to the Proposals

Following the sale by Allied Irish Banks p.l.c. of certain management contracts
of Govett Investment Management Limited to Gartmore Investment Management Plc,
on 17 November 2003, the Directors appointed Gartmore Investment Limited (the '
New Manager') as the New Manager of the Company in place of Govett Investment
Management Limited. The New Manager is a subsidiary of Gartmore Investment
Management Plc ('Gartmore'). Gartmore is itself a subsidiary of Nationwide
Mutual Insurance Company, a diversified insurance and financial services company
based in Columbus, Ohio, USA.

The New Manager has taken over the management, initially on the same terms as
the old manager, except that the notice period will be reduced from one year to
six months if the Tender Offer is approved. However, it is proposed that the
Company enters into New Management Agreements with the New Manager, the details
of which are set out below and in the Circular.

The Directors have reviewed with the New Manager the investment objective and
policy of the Company and have concluded that it should be changed.  At the same
time, the Directors believe that it would be appropriate for the Company to
change its name.

Under the Company's current Articles of Association, the Company is required to
hold a continuation vote by 29 January 2004.  The Directors are, however, aware
that certain shareholders may wish to realise their investment and have reviewed
the available options with their advisers and with the New Manager.  The
Directors have determined that a Tender Offer should be made, under which up to
60 per cent. of the Company's issued share capital would be repurchased. The
Tender Offer has been designed to enable those Shareholders who wish to realise
shares to do so at a price which is close to their fair realisable value, while
ensuring that ongoing shareholders who do not wish to tender their Shares are
not disadvantaged by the Proposals.  The Tender Offer is coupled with a Matching
Facility under which Shareholders who wish to increase their holding may do so
at the same price.

The Articles of Association also currently provide for a continuation vote to be
held every three years. The provision is designed to achieve an attractive
rating for the Company and, in particular, to assist with the management of the
discount to net asset value at which the Shares trade. The Directors believe,
however, that a more efficient mechanism is to replace the three-yearly
continuation vote with a continuation vote which is linked to the level of the
discount. It is therefore proposed to make this change.



New Manager

The New Manager, Gartmore Investment Limited, is a London based provider of
investment management products and services to professional advisers and
institutional clients around the world. It is part of the Gartmore group, a
global asset management business providing investment products and services
tailored to the needs of institutional and retail investors. As at 30 September
2003, the Gartmore group's assets under management were over £48 billion.

Gartmore has dedicated significant resources to the management of Pan-Pacific
equities.  The Pan-Pacific Markets team comprises two portfolio managers
responsible for stock selection, portfolio construction and risk management.
The team currently manage Asia Pacific mandates with £183 million of assets
under management as at 30 September 2003.

Your Board believes that Gartmore, with its worldwide resources and considerable
experience in managing portfolios across Asia, is well placed to achieve the
Company's investment objective.  The managers of the Company's investment
portfolio will be:

Philip Ehrmann, Head of Pacific and Emerging Markets, who has more than 20
years' investment experience.  He joined the New Manager in 1995 as Head of the
Emerging Markets Equity Team.  He began his career in 1981 working for Rowe &
Pitman, where he specialised in the North American equity market.  In 1984 he
joined Invesco to manage international assets before being appointed Director of
Emerging Markets, a position he held for five years before joining Gartmore.
Philip graduated from the London School of Economics in 1981 with an Honours
degree in Economics, Industry and Trade.

Nick Reid, Senior Investment Manager, who has more than 14 years' investment
experience. He joined the London Global desk in August 2002 and is responsible
for managing long-only Japanese equities and International Small Cap Portfolios.
  Prior to this, Nick was based for seven years in Gartmore's Tokyo office where
he had responsibility for managing all the Japanese equity retail funds,
including the Gartmore Japan Focus Fund, as well as co-managing the Japanese
long/short funds. He joined Gartmore in 1994 working for the Japanese equity
team based in London. Prior to that he was with Panmure Gordon as a UK smaller
companies analyst, and with Refuge Assurance where he was a fund manager
covering the Japanese and other Asian markets.  Nick graduated from Cambridge
University in 1989 with an Honours degree in History.  He is an associate member
of the Institute of Investment Management and Research.



New Managements Agreements

The existing management agreement between the Company and the New Manager is on
the same terms to that which the company previously had with Govett Investment
Management Limited, except that the notice period will be reduced from one year
to six months if the Tender Offer is approved.

The Directors propose that the existing management agreement which was
transferred from Govett Investment Management Limited to the New Manager be
replaced with two new agreements (the 'New Management Agreements') with the New
Manager, one covering investment management and the other covering
administrative and secretarial functions. The New Manager is deemed under the
rules of the UK Listing Authority to be a related party of the Company and
therefore Shareholder approval of the New Management Agreement is required.

The New Management Agreements will be terminable by the Company on six months'
notice.

The management fee payable to the new Manager will remain unchanged at 0.75 pet
cent. per annum (plus VAT) of total assets (less current liabilities), with a
rebate to the Company for fees on investments in other investment vehicles
managed by the Gartmore Group. The performance fee will, however, be increased
from 1 April 2004 from 5 per cent. of the portfolios out-performance against the
benchmark index to 15 per cent. of the out-performance.  In addition, the cap on
the performance fee (currently 0.25 per cent. of the year-end net asset value of
the Company) will, subject to any requirement for Shareholder approval, be
removed for years in which the net asset value grows.  In any year in which it
falls, a cap of 0.25 per cent. of the year-end net asset value will apply.

The entering into of the new Management Agreements will be conditional upon the
Tender Offer being approved by shareholders and becoming unconditional and not
being terminated or lapsing.  There will be no change to the aggregate
remuneration paid to the Directors as a result of the Proposals.

A fuller summary of the New Management Agreements is set out in the Circular.



Change of Investment Objective and Policy

The Company's current investment objective is 'to achieve capital growth through
investment in a broad range of companies in the Asia Pacific region including
Japan, with an emphasis on those with recovery potential'.  It is proposed that
the investment objective should be revised so that the new investment objective
will be 'to generate capital growth from a concentrated portfolio of companies
domiciled, operating or generating revenue in the Asia Pacific region including
Japan'. The Company's benchmark, the MSCI All Countries Asia Pacific (cum Japan)
Index in Sterling terms (gross income reinvested), will remain unchanged.

While performance for the six months to 30 September 2003 has been good, the
Directors are concerned that the current investment objective may increasingly
limit the New Manager's ability to outperform the market in the future, owing to
the emphasis on recovery stocks. The New Manager's investment policy will enable
the investment portfolio to comprise companies of any market capitalisation,
regardless of sector or country weightings, which show potential for outstanding
growth.  It is expected that the portfolio would comprise approximately 40 to 50
holdings. A sizable weighting in Japan will normally be maintained as it
represents a significant proportion of the benchmark. Owing to the concentration
of investments under the new investment objective, the performance of the
Company' investment portfolio may deviate significantly from the benchmark from
time to time. Nevertheless the Directors believe that the New Manager is well
equipped to manage a concentrated portfolio of investments. The Company may
utilise gearing up to a maximum of 25 per cent. of net asset value in
appropriate circumstances. Gearing will initially be maintained at current
levels of approximately 14 per cent., but it may vary depending on asset levels
and market conditions. The New Manager will also continue to manage the currency
exposure of the Company and will use derivatives as appropriate for the
efficient management of the portfolio.

Change of Name

Consistently with the change of investment objective, as well as reflecting the
change of new manager of the Company, the Directors propose that the Company's
name should be changed to 'Gartmore Asia Pacific Trust PLC'.

Investment Outlook

The Company will be investing in stocks in sectors which should benefit from the
continued economic growth in the region. There will also be an emphasis on
companies restructuring their operations and improving their profitability. The
New Manager believes that economic activity in the Pan-Pacific region will
continue to increase over the rest of the financial year, bolstered by China's
robust growth.  The region's exports should also continue to benefit from the
ongoing recovery in the global economy.  Corporate earnings are expected to
improve further, reflecting accelerating economic growth within the region and a
recovery in demand from the US and Europe.  Against this economic and earnings
backdrop, the New Manager believes that Pan-Pacific equities will continue to
perform well over the remainder of the Company's financial year, although recent
rallies could trigger some profit-taking in the short term.



Tender Offer

The Directors have arranged for a Tender Offer to be made for up to 60 per cent.
of the Company's issued share capital at a price which is close to fair
realisable value.

Under the Tender Offer, Shareholders other than Overseas Shareholders will be
able to realise up to 60 per cent. of their holding (their 'Basic Entitlement').
Further, Shareholders will be able to tender additional Shares; such tenders
will be satisfied, on a pro rata basis, to the extent that other Shareholders
tender less than their Basic Entitlement.  For the purpose of the pro-rating,
Share Plan Participants will be treated in the same way as Shareholders.

The Tender Offer is being made at a Repurchase Price equal to a discount of 3.5
per cent. of the Net Asset Value per Share (before expenses of the Proposals) on
the Calculation Date.  For illustrative purposes only, had the calculation of
the Repurchase Price been done as at 27 November 2003 (the latest practicable
date before publication of the Circular), the Repurchase Price would have been
£1.4585.

The Tender Offer is being made by Cazenove. Cazenove will, as principal,
purchase the Shares tendered by means of on-market purchases and, following the
completion of all those purchases, sell them to the Company or to purchasers
under the Matching Facility.

All Shares acquired by the Company will be cancelled.  The repurchase of Shares
by the Company will be funded from the Company's cash resources and by the sale
of investments in the Company's portfolio.

The Tender Offer is subject to the approval of Shareholders by special
resolution and is conditional upon not more than 85 per cent. of the Company's
issued share capital being tendered.  It is also subject to certain other
conditions and may be suspended or terminated in certain circumstances as set
out in the Circular. If more than 85 per cent. of the issued share capital is
tendered, the Directors will not later than 31 March 2004 bring forward to
Shareholders proposals for the winding up of the Company.

The Directors are making no recommendation to Shareholders as to whether they
should tender Shares in the Tender Offer.  Whether they decide to tender Shares
will depend, among other things, on their view of the Company's prospects and
their own individual circumstances, including their tax position.

None of the Directors will be tendering his Shares in the Tender Offer.

Shareholders who sell Shares in the Tender Offer will, subject to the
application of Section 703 ICTA 1988, be treated as having sold their Shares in
the normal way and may, depending on their individual circumstances, incur a
liability to taxation on capital gains.

The ability of the Company to qualify as an investment company for the purposes
of Section 842 ICTA 1988 will not be affected by the Tender Offer.

Matching Facility

The Directors are aware that certain Shareholders may wish to increase their
investment in the Company.  Accordingly, concurrently with the Tender Offer, the
Directors have arranged for Cazenove to operate a Matching Facility for
purchases of Shares.  Under the Matching Facility, Shareholders (other than
Overseas Shareholders) will be able to purchase Shares at the Repurchase Price
to the extent that there are Shares available to be so purchased through valid
tenders. Shares purchased by Cazenove under the Tender Offer will first be
allocated this facility and any balance will be repurchased by the Company.
Shareholders' attention is drawn to the sections on the City Code in the
Circular. To the extent that more Shares are requested by Shareholders under the
matching Facility than are tendered under the Tender Offer, such tendered Shares
shall be allotted to Shareholders pro-rata to the number of Shares requested on
each Shareholder's Purchase Form.

Shareholders will also be responsible for the payment of stamp duty or stamp
duty reserve tax on any Shares purchased through the Matching Facility, in the
ordinary way. The Matching Facility is conditional upon the Tender Offer
proceeding. The Company will scale back any purchase instruction under the
Matching Facility where the fulfilment of the instruction would otherwise result
in any Shareholder or any other person acting in concert with him owning in
excess of 30 per cent. of the issued share capital of the Company.



Overseas Shareholders

The making of the Tender Offer and the Matching Facility to Shareholders outside
the United Kingdom, the Channel Islands or the Isle of Man may be prohibited or
affected by the relevant laws of the overseas jurisdiction.

Continuation Vote

The Company's current Articles of Association require a continuation vote to be
held every three years.

The Directors have concluded that a more effective way of addressing the
question of the discount to net asset value at which the Shares trade on the
London Stock Exchange is that the three-yearly vote should be replaced with a
new continuation vote provision. Under the new provision to be incorporated in
the Articles of Association, if the average discount to net asset value at which
the Shares trade during the last 90 says of each financial year of the Company
exceeds 12 per cent., the Directors will at the following annual general meeting
present an ordinary resolution for the continuation of the Company. If that
resolution is not passed, the Directors will, within three months thereafter,
convene an extraordinary general meeting at which a special resolution for
winding up will be proposed.  The new provision will first come into effect in
2005, on the basis of the average discount during the last 90 days of the
financial year ended 31 March 2005. The continuation vote that would have had to
be held by 29 January 2004 will not be held.

The Directors believe that this provision will assist in preventing a large
discount from developing.

Extraordinary General Meeting

The implementation of the Proposals requires the approval of Shareholders at an
Extraordinary General Meeting of the Company, which is to be held at 11.30 a.m.
on 22 December 2003. At this meeting, resolutions will be proposed as follows:

1)  a special resolution to approve the change of investment objective of
    the Company;

2)  a special resolution to change the Company's name;

3)  an ordinary resolution to approve the New Management Agreements (due to this 
    being a related party transaction under the rules of the UK Listing
    Authority); and

4)  a special resolution to sanction the Tender Offer and Matching Facility and 
    to alter the Articles of Association concerning the continuation vote.

Resolutions 1, 2, and 3 are conditional on resolution 4 being passed and the
Tender Offer becoming unconditional and not being terminated or lapsing.
Resolutions 1 and 3 are also conditional upon each other.



 Expected Timetable


Latest time and date for receipt of Tender Forms from       5.00 p.m. on 15 December 2003
Shareholders and latest time and date for receipt of
Purchase Forms from Shareholders accompanied by cheques for
purchase price
Record Date for Tender Offer                                5.00 p.m. on 15 December 2003
Latest time and date for receipt of Forms of Proxy for the  11.30 p.m. on 20 December 2003
Extraordinary General Meeting
Extraordinary General Meeting                               11.30 p.m. on 22 December 2003
Calculation Date of Repurchase Price                        the close of business on 22 December
                                                            2003
Announcement of Repurchase Price and result of Tender Offer by the opening of business on 24
and Matching Facility                                       December 2003
Settlement of Tender Offer and Matching Facility: cheques   30 December 2003
despatched and payments through CREST made
Balance certificates in respect of unsold Shares and Shares by 6 January 2004
acquired under the Matching Facility despatched





Enquiries:



David Price
Chairman
020 7628 8000



Angus Gordon Lennox
Cazenove & Co. Ltd

020 7588 2828



END




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