Posting of Tender Offer Circ.

Electra Investment Trust PLC 18 May 2001 ELECTRA INVESTMENT TRUST P.L.C. ('ELECTRA') -------------------------------------------- POSTING OF TENDER OFFER CIRCULAR --------------------------------- In December, 2000, the Board of Electra indicated that it was considering options for the future of Electra with the aim of building on the success of the realisation programme and maximising the value of the remaining assets. On 28th February, 2001, the Board announced a further tender offer of up to GBP 150 million and also proposed changes to Electra's investment strategy and management arrangements. Electra announces that it is today posting a circular to shareholders explaining these proposals in more detail and seeking shareholder approval for them. Since 28th February, 1999, Electra has achieved asset sales of over GBP 1.1 billion (over 80 per cent. of the net asset value at that date). Under the proposals, the Board will remain committed to realising investments but in view of the recent change in market conditions, the Board has concluded that it should adopt a more flexible investment strategy. Under this strategy the realisation of the portfolio will continue with at least two-thirds of cash flow being returned to shareholders via share buy-backs and tender offers, with the balance of the cash flow being available for investment in private equity opportunities. This strategy will be reviewed by the Board in 2004. The tender offer is the third under Electra's realisation strategy and, assuming full take-up, would bring the total cash returned to shareholders to GBP 945 million. The tender offer is for up to £150 million: - shares will be acquired at the tender price, being the unaudited net asset value per Share as at 31st March, 2001 as adjusted to the calculation date of 16th June, 2001; - shareholders will be entitled to have a percentage of their holdings (the 'basic entitlement') repurchased under the tender offer. Shareholders will also be able to request the repurchase of additional shares, but such requests will only be satisfied on a pro rata basis, to the extent that other shareholders do not tender for their full basic entitlement; and - for the purposes of illustration, and assuming the proposals are approved by shareholders and the tender offer taken up in full, if the calculations for the tender price and basic entitlement for the tender offer had been effected as of the 16th May, 2001, the tender price would have been GBP 9.88 and the basic entitlement would have been 18.9 per cent. Commenting on the proposals, Brian Williamson, Chairman said: 'These proposals will allow us to build on our successful realisation strategy and to continue to maximise value for shareholders.' For further information: Brian Williamson, Chairman of Electra Investment Trust PLC 020 7831 6464 Hugh Mumford, Chief Executive, Electra Partners Ltd Stephen Breslin, Brunswick Group Limited 020 7404 5959 Jonathan Dawson, Lazard 020 7588 2721 Jon Hack, Lazard Christopher Smith, Cazenove 020 7588 2828 Expected Timetable: Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 9th June Extraordinary General Meeting 10.00 a.m. on 11th June Latest time and date for receipt of tender forms 3.00 p.m. on 16th June Record date for tender offer 5.00 p.m. on 16th June Calculation date for tender offer 16th June Tender offer trade date and result of tender offer announced 25th June Settlement date, cheques despatched and assured payments through CREST made 29th June
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