Reconstruction Proposals

GERMAN SMALLER COMPANIES INVESTMENT TRUST PLC 29 September 1999 GERMAN SMALLER COMPANIES INVESTMENT TRUST PLC (THE 'COMPANY') RECOMMENDED PROPOSALS FOR THE RECONSTRUCTION OF THE COMPANY Further to the announcements made on 25 May, 1 June and 7 July 1999, the Directors of the Company announce that a circular is being posted today to shareholders and warrantholders setting out the detailed recommended proposals for the reconstruction of the Company. Since those initial announcements, the Directors and the Company's investment manager, Hill Samuel Asset Management Limited ('HSAM or the 'Manager'), have obtained authorisation for Hill Samuel Investment Funds ICVC ('HSF') and various taxation clearances which were necessary to implement its proposals. HSF is an umbrella Open-Ended Investment Company initially having a single sub-fund, the Pan-European Smaller Companies Fund (the 'HSF Fund'). The recommended proposals provide eligible shareholders with a choice of any combination of: 1. holding shares in HSF with entitlement to the HSF Fund; 2. holding units in Abbey Gilt and Fixed Interest Fund ('the Gilt Fund'), a gilt fund investing primarily in gilts; or 3. receiving cash by means of an immediate redemption of Gilt Fund units. The proposals will be implemented by way of a scheme, pursuant to Section 110 of the Insolvency Act 1986, whereby the Company is put into members' voluntary liquidation and its investments are transferred (after providing for all costs and expenses) to HSF and the Gilt Fund. Shareholders may elect to exchange their holdings of ordinary shares for one of shares in HSF, units in the Gilt Fund or a combination of both. The proposals are subject to approval by shareholders and, subject to these approvals being received, it is expected that the proposals will become effective on 11 November 1999. Eligible warrantholders are being given an additional subscription opportunity to enable them participate in HSF. This opportunity is subject to approval by warrantholders of the necessary modifications to the rights of warrantholders. Warrantholders who do not exercise this right will receive a cash payment for their warrants in accordance with the terms and conditions of the warrants on a winding-up of the Company. HSF will be managed by Hill Samuel Unit Trust Managers Limited, part of the Lloyds TSB Group, with investment management being delegated to HSAM. As previously announced, the Board proposed that the existing geographic constraints of the investment policy be widened to a Pan-European basis. Accordingly, the investment objective of the HSF Fund is to provide investors with long term capital growth through investment in Pan-European small and medium sized companies. The HSF Fund will aim to hold shares in a diversity of sectors and countries focusing on those companies which are perceived to have particular expertise in their markets and above average growth potential. The Gilt Fund invests in gilts and fixed interest securities and is currently managed by Abbey Life Investment Services Limited, part of the Lloyds TSB Group, but as from October 1999 investment management is to be delegated to HSAM. Its policy is to invest in medium and long-dated British Government securities and high quality corporate loan stock. As at 17 September 1999 the estimated gross income yield was 5.88 per cent per annum. Commenting on the proposals, Peter Minchin, Chairman of the Company, said: 'These proposals provide shareholders with an opportunity to continue their investment in a vehicle whose realisable value is close to its underlying net asset value, with an investment policy which takes into account the wider Pan-European market following the introduction of the Euro currency but which is similar in terms of its objective to achieve long-term capital growth. In addition, they give those shareholders who wish to realise their investment for cash in the near future an opportunity to do so. The Board believes that these proposals are in the interests of all shareholders.' Enquiries: Michael Oliver German Smaller Companies 0171 203 3000 Investment Trust Arthur Copple Merrill Lynch 0171 772 1000 Jeremy Garrett-Cox International

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