Re Management Arrangements

Finsbury Life Sciences Inv Tst PLC 21 May 2003 Wednesday, 21 May 2003 Finsbury Life Sciences Investment Trust PLC Changes to management arrangements and performance benchmark and the introduction of a new continuation vote Introduction Finsbury Life Sciences Investment Trust PLC (the 'Company') announces that Dr Andrew Clark, the principal investment manager of the Company's quoted portfolio, has informed the Board that he will cease full time employment at Reabourne Technology Investment Management Limited ('Reabourne'), one of the two investment advisers to the Company's investment manager Close Finsbury Asset Management Limited ('Close Finsbury'), with effect from the Company's next AGM, due to be held in July. The Board has taken this opportunity to review the overall management arrangements and the Company also announces a reduction in the notice periods applying to the Company's investment management and advisory agreements, an amendment to the basis of calculating periodic fees for investment management and investment advisory services, a new performance fee benchmark and the introduction of a new continuation vote. Investment adviser personnel Dr. Clark has had prime responsibility for managing the Company's quoted portfolio since its launch in 1997. Dr. Clark has informed the Board that, following the Company's annual general meeting due to be held in July 2003, he will cease full time employment at Reabourne and will become a consultant to Reabourne on its fund management and investment advisory contracts, including its contract in relation to the Company. The Board have agreed with Close Finsbury and Reabourne that Reabourne's principal investment advisory team going forward from the Company's July AGM will consist of Mr. Michael Bourne (the co-founder of Reabourne together with Dr. Clark) and Dr. Huaizheng Peng, a biotechnology investment specialist. Mr Bourne co-founded Reabourne in 1995 (together with Dr Clark and Rea Brothers Group PLC) as an investment advisory business specialising exclusively in the technology and biotechnology sectors. Previously he was a director of Henderson Investment Management with joint investment management responsibilities for HTR Global Technology Unit Trust and TR Technology PLC. He is the lead manager on Finsbury Technology Trust PLC and has been involved in making investments in the biotechnology sector since 1985. Michael Bourne has been a fund manager of the Company since launch. Dr. Peng joined Reabourne in 1999 as an investment analyst specialising in global biotechnology companies. He previously practised as a doctor of medicine at Hunan Medical School and as a lecturer in molecular pathology at University College Hospital, London. He has been involved in the management of the Company since 1999. Dr. Clark will continue to manage the Company's quoted portfolio together with Mr. Bourne and Dr. Peng until the date of the AGM to assure a smooth transition in the management arrangements and will continue to provide fund management and investment advisory consultancy services to Reabourne on an exclusive basis following such date. Reduction in investment management and advisory notice periods, amendment to periodic fees for investment management and advisory services and introduction of new performance fee benchmark The Board has agreed with Close Finsbury, Reabourne and Merlin that the respective notice periods for termination of services under the investment management and advisory agreements in respect of its portfolio should be reduced from 24 months to 12 months to bring the arrangements in line with standard practice across the investment trust industry. The Board has also agreed with Close Finsbury, Reabourne and Merlin an amendment to the basic management fee charged on the Company's gross assets (excluding any investment in The Merlin Fund LP). The fee is currently calculated at 1.25 per cent. per annum on such assets. The amendment provides that the fee shall be 1.25 per cent. per annum on such assets up to £50m, reducing to 1 per cent per annum on such assets in excess of £50m. This reduction would be borne by Close Finsbury, Reabourne and Merlin pro rata to their existing fee split arrangements. In addition the Board has agreed with Close Finsbury, Reabourne and Merlin a new benchmark to be used in calculating any future performance fees that may be payable. The Company's benchmark index since launch has been the FTSE All Share Index (on a total return basis) and performance fees are payable in respect of outperformance of the Company's net asset value (excluding any investment in the Merlin Fund) over the growth in value of the FTSE All Share plus 8 percentage points over each relevant 3 year performance fee period. Following a review of potential replacement biotechnology based indices, the Board has resolved that performance fees will be payable in respect of the outperformance of the Company's net asset value (excluding any investment in the Merlin Fund) over the growth in value of the Lehman's UK and European Biotechnology Index over the relevant period. No performance fee was payable in respect of the 3 year period ended 31 March 2003 and no performance fee will, in any case, be payable in the future unless the value of the Company's net assets (less any investment in the Merlin Fund) at the end of any performance fee period exceeds the 'high water mark' of c.£49m set on 31 March 2000. This would require growth of approximately 150% in the present value of the net assets (less the Merlin Fund investment) of c.£19.6m. The changes to the notice periods, management fee and performance fee benchmark described above shall be deemed to take effect from 1 April 2003, subject to shareholder approval of the new arrangements by way of an ordinary resolution at the Company's Annual General Meeting to be held in July 2003. Continuation vote The Board continues to believe that an investment trust structure is appropriate for the Company. The investment trust structure offers flexibility whereby the Company is able to borrow and the investment manager and investment advisers are free to invest without the distraction of potential cash outflows. However, in light of the changes in management arrangements, the Board believes it is appropriate that shareholders be given the opportunity to vote on the Company's continuation at the annual general meeting to be held in 2005, again subject to shareholder approval of the new arrangements at this year's AGM. This is in addition to the existing arrangements that provide for a continuation vote in 2007 and at every fifth annual general meeting thereafter. It is therefore the Board's intention to put forward an ordinary resolution to the effect that the Company continue as an investment trust to shareholders at the 2005 AGM. The Board will nevertheless keep the new management arrangements under review prior to such date. The Board is optimistic regarding the recent signs of an improving background for investment in biotechnology companies and believes that the arrangements outlined above will prove beneficial to shareholders in the future. Enquiries John Sclater Chairman, Finsbury Life Sciences Investment Trust 020 7426 4000 Alastair Smith Close Finsbury Asset Management 020 7426 6240 Andrew Zychowski Dresdner Kleinwort Wasserstein 020 7475 6681 Dresdner Kleinwort Wasserstein Limited ('Dresdner Kleinwort Wasserstein'), which is authorised and regulated by the Financial Services Authority is acting exclusively for Finsbury Life Sciences Investment Trust PLC and no one else in connection with the transaction. Dresdner Kleinwort Wasserstein will not be responsible to any person other than Finsbury Life Sciences Investment Trust PLC for providing the protections afforded to clients of Dresdner Kleinwort Wasserstein or for providing advice in relation to the transaction or any other matters described herein. This information is provided by RNS The company news service from the London Stock Exchange
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