Placing&Offer forSubscription

Glasgow Income Trust PLC
21 November 2003


21 November 2003


GLASGOW INCOME TRUST PLC


Following the announcement on 29 October 2003 that the Directors were
considering proposals for an issue of additional Shares in the Company, the
Directors have today posted recommended proposals to Shareholders for a Placing
and Offer for Subscription to raise up to £20 million.


Introduction

Glasgow Income Trust plc is an investment trust company which was launched in
July 1988 and which has the objective of providing Shareholders with a high
level of income and obtaining growth in both income and capital over the longer
term.


Since May 2001 the Company's Shares have consistently traded at a premium to the
NAV per Share. The average premium of the closing middle market price of a Share
to the NAV per Share from 1 May 2001 to 19 November 2003 was 8.05 per cent. As
at 19 November 2003, the closing middle market price of a Share was 64.25p,
representing an approximate premium to the NAV per Share of 8.2 per cent.


Performance

The Company's performance to 19 November 2003 against the Company's benchmark
index was as follows:

                      3 months    6 months    12 months    3 years    5 years*

Company (% NAV total         0          11           16         (1)         14
return)
FTSE All-Share Index         2          12           13        (24)         (4)
(%total return)

*The Company's current investment and gearing strategy has only been in place
since May 2000


Dividend Growth

Following a change in the Company's investment and gearing strategy in May 2000,
the annual dividend increased from 3.0p to 3.7p for the financial year ended 30
September 2000. It increased further to 4.7p for the financial year ended 30
September 2001 and to 4.85p for the financial year ended 30 September 2002. The
Directors have recently recommended a final dividend for the financial year
ended 30 September 2003 which, if approved, would result in a dividend for the
financial year ended on that date of 4.85p.


The Placing and Offer

(i) Introduction

The Company is seeking to raise up to £20 million, before expenses, through the
Placing and Offer. The Issue has not been underwritten. The Issue will not
proceed unless minimum subscriptions to the value of £7 million have been
received.


The Placing and Offer are conditional upon the Placing and Offer Agreement
becoming unconditional, Admission of the New Shares, the passing of the Special
Resolution and the passing of the ordinary resolution to be proposed at the AGM
to be held on 16 December 2003 approving the continuation of the Company as an
investment trust for a further period of five years.


The New Shares will rank pari passu in all respects with the existing issued
Shares, save that they will not rank for the dividend in respect of the 3 month
period ending 31 December 2003, payable in January 2004. The first dividend
receivable by subscribers for the New Shares will be the dividend in respect of
the 3 month period ending 31 March 2004, payable in April 2004.


(ii) Placing

Close Brothers Securities will use its reasonable endeavours to obtain
subscribers for New Shares under the Placing with a subscription value of £7
million on the terms of the Placing and Offer Agreement. Applications for New
Shares under the Placing will be met in full.


(iii) Offer for Subscription

Close Brothers Securities will use its reasonable endeavours to obtain
subscribers for a further £13 million through the Offer, which will be available
to Shareholders and to other investors. Existing Shareholders and the public
generally (save for certain Overseas Investors) may apply for Shares through the
Offer. Applicants under the Offer must specify a fixed sum in sterling, being
the aggregate subscription price for the New Shares for which they wish to apply
at the Issue Price. Applications must be made in multiples of £250.


If applications are made under the Issue for New Shares with an aggregate
subscription value in excess of £20 million, New Shares will be allocated to
investors who have given commitments under the Placing, and thereafter in the
following order of priority: first, to existing Shareholders making valid
applications under the Offer; and then to others who make valid applications
under the Offer. In each case, in the event of over-subscription, such
allocations will be scaled back pro rata according to the respective
subscription amounts for which applications are made.

(iv) Issue Price

The Issue Price will be announced on 16 December 2003 and will be calculated by
applying a 4 per cent. premium to the NAV per Share calculated as at the close
of business on the Calculation Date (rounded up to the nearest half penny). The
NAV per Share will be calculated in accordance with the formula set out in the
Prospectus. However, in order to comply with the Listing Rules, if the
calculation of the Issue Price would result in it being less than 90 per cent.
of the closing middle market price of a Share on the Calculation Date, the Issue
Price will instead be 90 per cent. of that closing middle market price.


(v) Fractions

Fractions of New Shares will not be issued. To the extent that the fixed sum
specified in relation to any application for New Shares exceeds the aggregate
value, at the Issue Price, of the New Shares issued pursuant to such
application, the balance of such sum will be returned by cheque to the placee or
applicant concerned, provided that amounts of £1.00 or less in each case will be
retained for the benefit of the Company.


Costs and Expenses

The costs of the Issue, which will be borne by the Company, are expected to be
approximately £448,000, representing approximately 2.2 per cent. of the gross
proceeds of the Issue (assuming the Issue is fully subscribed) or approximately
£259,000, representing approximately 3.7 per cent. of the gross proceeds of the
Issue (assuming the minimum subscription of the Issue).


Benefits of the Proposals


The Directors believe that the Proposals have the following principal benefits:


- the Issue will increase the size of the Company and enable it to spread its
fixed operating expenses over a larger portfolio of investments;


- existing Shareholders will have the opportunity to increase their investment
in the Company free from any constraints of market liquidity and at a premium to
NAV per Share which is below the recent market levels;


- existing Shareholders should benefit from a small enhancement to the Net Asset
Value per Share held by them; and


- the market capitalisation of the Company will increase significantly following
the Issue and, consequently, there should be increased liquidity of the Shares
through a wider shareholder base.


Investment Policy

The Company invests in a diversified portfolio of UK equities, convertibles,
preference shares and corporate bonds.


The Investment Manager adopts a fundamental, value-based style of equity
investing, seeking to identify undervalued, out of favour or recovery stocks,
with valuations being assessed primarily by reference to cash flow, earnings and
dividends.


The Company aims to hold predominantly "investment grade" corporate bonds (that
is, rated by Moody's Baa3 and above, or by Standard & Poor's BBB- and above).
The Company may hold certain non-investment grade corporate bonds where the
Investment Manager believes that the credit risk is appropriate to the
prospective level of return.


It is the Company's policy to introduce portfolio protection strategies, where
appropriate, to limit the impact on the Company's Net Asset Value of a
significant downward movement in the general level of UK equity prices. Such
strategies may involve the use of derivatives for the purposes of efficient
portfolio management.


The Company's capital base is augmented by the Zero Coupon Finance and
short-term bank borrowings. The Directors intend that the Company's equity
gearing will continue to be actively managed with a view to it not exceeding 120
per cent.


Use of Proceeds

The Directors intend to apply the net proceeds of the Issue in accordance with
the Company's investment objective and policy, as set out above.


Portfolio

The Company invests in a diversified portfolio of UK equities, convertibles and
corporate bonds. As at 19 November 2003, the Company's portfolio was invested as
follows:

                                                             £m              %

Equities                                                   25.5           71.0
Convertibles and preference shares                          1.5            4.2
Corporate bonds                                             8.9           24.8
                                                         --------       --------
                                                           35.9            100
                                                         ========       ========


(i) Equities

The Equity Portfolio is wholly invested in the UK and, as at 19 November 2003,
comprises, by value, 54.3 per cent. of stocks from the FTSE 100 Index, 31.3 per
cent. from the FTSE 250 Index and 14.4 per cent. from the FTSE SmallCap Index.


(ii) Corporate Bonds

As at 19 November 2003, investment grade securities represented approximately 80
per cent. by value of the Corporate Bond Portfolio


Capital Structure

The Company's share capital comprises Ordinary Shares only. Additional funding
is sourced through medium-term Zero Coupon Finance arrangements, supplemented
from time to time by short-term bank borrowings.


As at 19 November 2003, the Company's Total Assets were represented by:

                                                     £'000                  %

Shareholders' funds                                 21,982               62.7
Zero Coupon Finance                                 13,062               37.3
                                                    --------           --------
Total Assets                                        35,044                100
                                                    ========           ========


Dividend Policy

The Company's dividend policy will continue to be that of providing Shareholders
with a high and growing level of income.


In respect of the year ended 30 September 2003, the Company has declared
dividends totalling 4.85p per Share, representing a yield of 7.5 per cent. based
on the closing middle market price of a Share on 19 November 2003 of 64.25p. In
the absence of unforeseen circumstances, the Directors will aim to declare total
dividends in respect of the year to 30 September 2004 of not less than 4.85p per
Share.*


Dividends on the Shares have historically been paid quarterly in February, May,
August and November. However, for the future, the Directors intend to pay
dividends in January, April, July and October, that is, within four weeks of the
end of the period to which they relate. Accordingly, the first interim dividend
for the financial year to 30 September 2004 (that is, the dividend for the 3
months to 31 December 2003) will be paid in January 2004. The New Shares will
not rank for that dividend, but will otherwise rank pari passu in all respects
with the existing Shares.*


*This dividend amount and proposed dividend timetable represent the Company's
objectives only and are not intended to be, nor should they be taken as, a
forecast of profits for the periods concerned.


Life of the Company

When the Company was incorporated, the directors at that time believed that it
was appropriate that the future of the Company should be reviewed periodically
by Shareholders. Accordingly, the Articles require that an ordinary resolution
be proposed every five years that the Company should continue as an investment
trust for at least a further five year period. In the event that such a
resolution is not passed, the Directors are required immediately to draw up
proposals for Shareholders' approval for the voluntary winding up or unitisation
of the Company, which would require a special resolution of Shareholders. The
current five year period will shortly expire, and accordingly a resolution will
be proposed at the 2003 AGM that the Company should continue as an investment
trust for a further five year period. The Issue will not proceed unless such
resolution is passed.


Accounting Policies

The Company's accounts are prepared in accordance with applicable accounting
standards. They are prepared using the historical cost basis of accounting,
modified to include the revaluation of fixed asset investments. The accounts
comply with the Statement of Recommended Practice for the financial statements
of investment trust companies.


The cost of the Company's Zero Coupon Finance is charged wholly to capital. The
management fees and the finance costs of bank borrowings are charged 50 per
cent. to capital and 50 per cent. to revenue. Administration costs are charged
to revenue.


The Company's accounting policies may be impacted by the introduction of the
International Financial Reporting Standards which will apply to UK listed
companies, including the Company, from 2005 onwards.


Increase in authorised share capital, authority to allot and disapplication of
pre-emption rights


The Company proposes by means of the Special Resolution to be proposed at the
EGM to increase its authorised share capital by 70 per cent. from £12,500,000 to
£21,250,000, to accommodate the intended issue of New Shares pursuant to the
Proposals and to provide the Company with sufficient headroom to maintain its
existing flexibility.


The Special Resolution would also give the Directors the authority under section
80 of the Companies Act to allot up to 35,000,000 New Shares pursuant to the
Proposals, representing 94.6 per cent. of the Company's ordinary share capital
in issue as at 19 November 2003. This authority will lapse on 31 January 2004
and will be in addition to the then existing authorities under section 80 of the
Companies Act.


The Special Resolution further seeks to disapply statutory pre-emption rights
otherwise applicable to the New Shares intended to be issued under the
Proposals. The maximum number of New Shares to which this disapplication will
apply is 35,000,000, being 94.6 per cent. of the ordinary share capital of the
Company in issue at 19 November 2003. This disapplication will also lapse on 31
January 2004 and will be in addition to the then existing disapplication
authorities granted pursuant to section 95 of the Companies Act.


Admission and Dealings

Applications have been made to the UK Listing Authority for the New Shares to be
admitted to the Official List and to the London Stock Exchange for the New
Shares to be admitted to trading on the London Stock Exchange's market for
listed securities. It is expected that Admission will become effective, and that
dealings in the New Shares will commence, on 17 December 2003.


EXPECTED TIMETABLE
                                                                          2003

Latest time and date for receipt of Application Forms under the  5.00 p.m. on 11
Offer                                                                 December

Issue Price calculated                                             12 December

2003 AGM                                                           10.00 a.m. on
                                                                   16 December

Extraordinary General Meeting                                      10.15 a.m. on
                                                                  16 December*

Issue Price and basis of allocation of New Shares announced        16 December

Admission and dealings in New Shares commence and CREST accounts 8.00 a.m. on 17
credited in respect of New Shares issued in uncertificated            December
form

Certificates for New Shares issued in certificated form          Week commencing
despatched                                                         22 December



*Or, if later, immediately following the conclusion or adjournment of the 2003
AGM.


The definitions set out on pages 3 to 5 of the Prospectus shall, unless the
context otherwise requires, bear the same meanings in this document.



Enquiries:


David Williams         Glasgow Investment Managers Limited         0141 572 2700


Susan Murray           Glasgow Investment Managers Limited         0141 572 2700


Tom Durie              Close Brothers Securities                   020 7621 5564



Glasgow Investment Managers Limited is authorised and regulated by the Financial
Services Authority.


Close Brothers Securities which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Glasgow Income Trust
plc and for no-one else in connection with the Issue or any other matter
referred to herein and will not be responsible to anyone other than Glasgow
Income Trust plc for providing the protections afforded to customers of Close
Brothers Securities or for affording advice in relation to the Issue.








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