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Fleming Income (FMIQ)

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Tuesday 04 April, 2000

Fleming Income

Share Proposals

Fleming Income & Growth Inv Tst PLC
3 April 2000


             FLEMING INCOME & GROWTH INVESTMENT TRUST PLC
  ANNOUNCEMENT IN RESPECT OF STEPPED PREFERENCE SHARES, INCOME SHARES
                2000, CAPITAL SHARES 2000 AND WARRANTS

Introduction

When the Company's share capital was reorganised in April 1999, it was
envisaged  that  holders of Stepped Preference Shares,  Income  Shares
2000  and  Capital  Shares  2000  (the  'Exiting  Shareholders')   and
Warrantholders  would exit the Company by realising their  investments
for cash at the end of April 2000.

The   Directors  have,  however,  identified  opportunities  to   make
available certain alternative options and now announce Proposals which
provide  Exiting Shareholders and Warrantholders with these additional
investment  opportunities.  As an alternative  to  exiting  for  cash,
Exiting Shareholders and Warrantholders can continue to maintain their
exposure  to  equity  markets by electing for shares  in  The  Fleming
Claverhouse  Investment Trust plc (the 'Investment Trust  Option')  or
units  in  Save & Prosper Premier Equity Growth Fund (the 'Unit  Trust
Option'). Exiting Shareholders and Warrantholders electing for  either
the  Investment Trust Option or the Unit Trust Option will roll  their
investments  into  the  successor vehicles without  incurring  Capital
Gains Tax. Those Exiting Shareholders and Warrantholders who elect, or
who  are  deemed to elect, for the Cash Option will receive  the  same
amount  of cash as if the Proposals had not been implemented and  will
be treated as having made a disposal for Capital Gains Tax purposes.


Background to and reasons for the Proposals

On  21  April 1999 Shareholders and Warrantholders voted to reorganise
the Company's share capital and to extend the life of the Company from
30  April  2000 to 31 December 2006, whilst at the same time  allowing
those  Shareholders  and Warrantholders who wished  to  realise  their
investment for cash in April 2000 to do so. The Proposals do not alter
the  position  of the Continuing Shareholders but merely  provide  two
additional  options  for the Exiting Shareholders and  Warrantholders.
Furthermore,  no  additional costs will be  incurred  by  the  Company
beyond those which would have been incurred in any event in connection
with  the  realisation of the investments of the Exiting  Shareholders
and Warrantholders.


Summary of the Proposals

Under  the  Proposals,  Exiting Shareholders and  Warrantholders  have
three options. They can either elect for:

The Investment Trust Option - under this option they will receive
new  shares in The Fleming Claverhouse Investment Trust plc ('Fleming
Claverhouse');

The Unit Trust Option - under this option they will receive units
in Save & Prosper Premier Equity Growth Fund ('PEG'); or

The Cash Option - under this option they will receive Cash Fund
Units which will be immediately redeemed for cash.

Exiting Shareholders and Warrantholders can elect for only one of  the
above  options  in  respect of each class of Share or  Warrants  held.
Exiting  Shareholders  and Warrantholders who  do  not  make  a  valid
Election will be deemed to have elected for the Cash Option in respect
of all of their Shares or Warrants.

Warrantholders  may  elect  for the Options above  without  exercising
their  Warrants as it is not necessary to exercise the  Warrants  into
Capital Shares 2000 in order to participate in the Proposals.
A  maximum  of  6.3 million Fleming Claverhouse Shares  are  available
under the Proposals. Should there be Elections for Fleming Claverhouse
Shares which would result in that number being exceeded then Elections
for  Fleming Claverhouse Shares will be scaled back and PEG Units will
be  issued  to  those  Exiting Shareholders and  Warrantholders  whose
Elections  are scaled back. Any such scaling back will be carried  out
at  the discretion of the Directors in consultation with the directors
of Fleming Claverhouse.

In  such  circumstances, therefore, PEG Units may be issued in respect
of  an individual Shareholder's or Warrantholder's entire Election for
the  Investment  Trust Option. PEG Units will also be  issued  to  all
Exiting   Shareholders   or  Warrantholders   electing   for   Fleming
Claverhouse  Shares  in the event that the special  resolution  to  be
proposed  at  the  Annual General Meeting of Fleming Claverhouse,  the
purpose  of which is to confer appropriate authorities in relation  to
the issue of Fleming Claverhouse Shares, as required by the Proposals,
is not passed by shareholders of Fleming Claverhouse.

Elections  for the Investment Trust Option and the Unit  Trust  Option
will not constitute a disposal of the relevant Shares or Warrants  for
Capital  Gains  Tax purposes. However, Elections for the  Cash  Option
will  constitute  a disposal of the relevant Shares or  Warrants  and,
depending on individual circumstances, may give rise to a liability to
Capital Gains Tax.

Further details of the Options
Fleming Claverhouse - The Investment Trust Option
Fleming Claverhouse is an investment trust which was launched in 1963.
Its  investment objective is to provide capital and income growth from
UK investments.

Its  investment  policies are to invest in a UK  portfolio  consisting
mostly  of  leading  companies  and to  use  long-term  borrowings  to
increase potential returns to shareholders.

Its performance is measured against the FTSE All Share Index.
Over  the  5  years  to 29 February 2000 (the latest practicable  date
prior  to  the publication of this document) it has produced  a  share
price total return of 173.48 per cent. This compares to a total return
on  the FTSE All Share Index over the same period of 133.93 per  cent.
(Source: Standard & Poor's Micropal).

It  is  managed  by Fleming Investment Trust Management,  one  of  the
leading managers of investment trusts in the UK and the manager to the
Company.  The  19 trusts currently managed by FITM had combined  total
assets of approximately £7 billion as at 29 February 2000.

It  has  a  management fee of 0.6 per cent. per annum (excluding  VAT)
payable on its gross assets less current liabilities.

As  at  30  March  2000,  it had total assets  of  approximately  £361
million.


PEG - the Unit Trust Option

PEG  is an authorised unit trust which was launched in September 1982.
Its  investment  objective  is  to provide  long-term  capital  growth
through investment in stocks and shares.

Its assets are predominantly invested in UK equities with a particular
focus towards the larger UK companies.

Its performance is measured against the FTSE All Share Index.
Over  the  5  years  to 29 February 2000 (the latest practicable  date
prior  to the publication of this document), it has produced  a  total
return of 151.44 per cent. This compares to a total return on the FTSE
All  Share  Index  over the same period of 133.93 per  cent.  (Source:
Standard & Poor's Micropal, offer to bid).

It  is  managed  by Save & Prosper Securities which  manages  24  unit
trusts  and  is  an  Authorised Corporate Director of  an  open  ended
investment company which in total had combined assets of £5.4  billion
as at 29 February 2000.

It has a management fee of 1.5 per cent. per annum.

As  at  30  March  2000,  it had total assets  of  approximately  £570
million.


The Cash Option

Exiting  Shareholders and Warrantholders who do not wish to elect  for
either Fleming Claverhouse Shares or PEG Units should either elect for
the  Cash  Option  or  not make an Election. In either  case,  Exiting
Shareholders  and Warrantholders will be issued with Cash  Fund  Units
which will be immediately redeemed for cash on 28  April 2000. Cheques
in respect of cash will be despatched on 2 May 2000.


Value of the Options

The number of Fleming Claverhouse Shares, PEG Units or cash receivable
by  Exiting  Shareholders and Warrantholders  will  be  determined  as
follows:

Under  the Investment Trust Option Fleming Claverhouse Shares will  be
issued  at a price equal to their net asset value plus accrued  income
plus 2.5 per cent. (which will include stamp duty where relevant) as at
11.45  a.m.  on 28 April 2000. Under the Unit Trust Option  PEG  Units
will be issued at a price equal to their Creation Price as at the next
valuation  point  following the transfer of assets to  PEG,  which  is
expected  to be 12 noon on 28 April 2000, plus 1 per cent.  Under  the
Cash Option, Cash Fund Units will be issued at their Creation Price as
at  the  next valuation point following the transfer of assets to  PEG
with no initial charge and will then be redeemed immediately.
Fleming Claverhouse Shares and PEG Units will, in each case, be issued
on  the  basis  referred to above in an aggregate value equal  to  the
value  of  the  assets  transferred to  Fleming  Claverhouse  and  PEG
respectively.  Such assets are expected to comprise cash  and/or  near
cash  instruments. The number of Fleming Claverhouse  Shares  and  PEG
Units  to be issued to each Shareholder and Warrantholder will reflect
the  proportion  which each Exiting Shareholder's and  Warrantholder's
share  in  the underlying assets transferred to the relevant successor
vehicle in accordance with Elections represents of the whole.  To  the
extent  that any fractional entitlements to Fleming Claverhouse Shares
arise  these  will not be allotted to Shareholders and  Warrantholders
and  amounts  of  less than £3 will be aggregated  and  sold  for  the
benefit  of Fleming Claverhouse whilst for amounts in excess of  £3  a
cheque   will   be   despatched  to  the  relevant  Shareholders   and
Warrantholders. Fractional entitlements to PEG Units will  be  rounded
up to the nearest 1/1000th of a unit.

As  at  30  March  2000  (the latest practicable  date  prior  to  the
publication  of  this  document) the net  asset  value  of  a  Fleming
Claverhouse  Share  (including accrued income)  was  522.26p  and  the
Creation Price of a PEG Unit was 309.17p, resulting in an issue  price
of 535.32p per share and 312.26p per unit respectively.

The  new  Fleming  Claverhouse Shares will rank pari  passu  with  the
existing issued ordinary share capital of Fleming Claverhouse and will
carry  the  same entitlements to dividends with effect from  September
2000. Such shares will not, however, rank for the dividend payable  on
1 June 2000.


Illustrative financial effects of the Proposals

The  following  paragraphs  illustrate the financial  effects  of  the
Proposals  on Exiting Shareholders and Warrantholders. The information
below  is  for illustrative purposes only based on figures  as  at  30
March  2000  (the latest practicable date prior to the publication  of
this  document).  In  these illustrations fractional  entitlements  to
Fleming Claverhouse Shares and PEG Units have been rounded down to the
nearest  whole  number although, under the Proposals, entitlements  to
PEG Units will be rounded up to the nearest  1/1000th of a unit.


Stepped Preference Shares

Under  the  Proposals, holders of Stepped Preference Shares  who  have
elected  for  either the Investment Trust Option  or  the  Unit  Trust
Option will have the final capital entitlement of 188.56p per share of
their Stepped Preference Shares converted into the relevant number  of
Fleming  Claverhouse  Shares or PEG Units respectively  on  the  basis
described above. Holders of Stepped Preference Shares who have elected
for  the  Cash  Option  will have their final capital  entitlement  of
188.56p  per share paid out to them in cash on 2 May 2000. All holders
of  Stepped  Preference Shares who are on the register on  the  Record
Date, regardless of which Option they have elected for, will be paid a
final  dividend  of  2.514p per share in respect of  the  four  months
ending 30 April 2000, on 2 May 2000. Restricted Persons and holders of
Stepped  Preference Shares who do not make a valid  Election  will  be
deemed to have elected for the Cash Option.

For  illustrative  purposes, and in addition  to  the  final  dividend
referred  to  above, as at 30 March 2000 (the latest practicable  date
prior  to the publication of this document) a holder of 1,000  Stepped
Preference Shares who makes, or is deemed to make, an Election for:

the  Investment Trust Option would have received 352 new Fleming
 Claverhouse Shares with an issue price of 535.32p;

the Unit Trust Option would have received 603 PEG Units with  an
 issue price of 312.26p; and

the Cash Option would have received £1,885.60 in cash.


Income Shares 2000

Under  the  Proposals, holders of Income Shares 2000 who have  elected
for  either the Investment Trust Option or the Unit Trust Option  will
have  the final capital entitlement of 100p per share of their  Income
Shares  2000 converted into the relevant number of Fleming Claverhouse
Shares  or PEG Units respectively. Holders of Income Shares  2000  who
have  elected  for  the  Cash Option will  have  their  final  capital
entitlement of 100p per share paid out to them in cash on 2 May  2000.
All  holders of Income Shares 2000 on the register on the Record Date,
regardless of which Option they have elected for, will be paid a final
dividend  of not less than 2.25p per Income Share 2000 in  respect  of
the  four  months  ending 30 April 2000, on 3  July  2000.  Restricted
Persons  and  holders of Income Shares 2000 who do not  make  a  valid
Election will be deemed to have elected for the Cash Option.
For  illustrative  purposes, and in addition  to  the  final  dividend
referred  to  above, as at 30 March 2000 (the latest practicable  date
prior  to  the publication of this document) a holder of 1,000  Income
Shares 2000 who makes, or is deemed to make, an Election for:

the  Investment Trust Option would have received 186 new Fleming
 Claverhouse Shares with an issue price of 535.32p;
the Unit Trust Option would have received 320 PEG Units with  an
 issue price of 312.26p; and
the Cash Option would have received £1,000 in cash.


Capital Shares 2000

Under  the  Proposals  the final capital entitlement  of  the  Capital
Shares  2000 will be calculated by taking the fully-diluted net  asset
value  of the Capital Shares 2000 as at the Calculation Date of  11.45
a.m.  on  28 April 2000 after taking account of the prior entitlements
of  the  Stepped Preference Shares and the Income Shares 2000 and  the
effect  of  subscriptions made or deemed to be made by Warrantholders.
This fully diluted net asset value will take into account the costs of
realising the portfolio and a proportion of the expenses of making the
Proposals  available  which the Directors  estimate  would  have  been
incurred by the Company in any event in a straightforward liquidation.
The  holders  of Capital Shares 2000 who have elected for  either  the
Investment Trust Option or the Unit Trust Option will have their final
capital  entitlement  as at the Calculation Date  converted  into  the
relevant   number  of  Fleming  Claverhouse  Shares   or   PEG   Units
respectively. Holders of Capital Shares 2000 who have elected for  the
Cash Option will have their final capital entitlement paid out to them
in  cash  on  2  May 2000. Restricted Persons and holders  of  Capital
Shares  2000 who do not make a valid Election will be deemed  to  have
elected  for  the  Cash  Option.  As at  30  March  2000  (the  latest
practicable  date  prior to the publication of this  document)  it  is
estimated  that the final capital entitlement of a Capital Share  2000
would have been 359.20p.

For illustrative purposes, as at 30 March 2000 (the latest practicable
date  prior  to  the publication of this document) a holder  of  1,000
Capital Shares 2000 who makes, or is deemed to make, an Election for:

the  Investment Trust Option would have received 671 new Fleming
 Claverhouse Shares with an issue price of 535.32p;
the Unit Trust Option would have received 1,150 PEG Units with an
 issue price of 312.26p; and
the Cash Option would have received £3,592.00 in cash.


Warrantholders

Under  the  Proposals  Warrantholders do not need  to  exercise  their
Warrants to make an Election. Warrantholders who do not exercise their
Warrants  and  who  make an Election for either the  Investment  Trust
Option or the Unit Trust Option will have the Intrinsic Value of their
Warrants,  as  at  the Calculation Date, converted into  the  relevant
number of Fleming Claverhouse Shares or PEG Units. Warrantholders  who
do  not exercise their Warrants and who make an Election for the  Cash
Option,  or  who  make no Election, will have the Intrinsic  Value  of
their  Warrants paid out to them in cash on 2 May 2000. The  Intrinsic
Value  represents the difference (if any) between the  unpaid  Warrant
exercise price and the fully-diluted final capital entitlement of  the
Capital  Shares  2000 which would be allotted on the exercise  of  the
Warrants   as   at  the  Calculation  Date.  Restricted  Persons   and
Warrantholders who do not make a valid Election will be deemed to have
elected for the Cash Option. This mechanism replaces the procedures in
the deed poll which constitutes the Warrants for the appointment of  a
trustee  who  would  seek  to  realise the  underlying  value  of  the
Warrants.

As  at  30  March  2000  (the latest practicable  date  prior  to  the
publication  of this document) the estimated final capital entitlement
of  the 1.097 Capital Shares 2000 which would have been issued on  the
exercise  of  a Warrant would have been 394.04p as compared  with  the
Warrant exercise price of 300p (equivalent to 276.53p per share) which
would have resulted in an Intrinsic Value for a Warrant of 94.04p. For
the  purposes of illustration, as at 30 March 2000, a holder of  1,000
unexercised Warrants who makes an Election for:

the  Investment Trust Option would have received 175 new Fleming
 Claverhouse Shares with an issue price of 535.32p;

the Unit Trust Option would have received 301 PEG Units with  an
 issue price of 312.26; and

the Cash Option would have received £940.40 in cash.

Warrantholders  who exercise their Warrants on or prior  to  26  April
2000 will be issued with Capital Shares 2000 and should elect for  the
relevant Option in respect of those shares. For Warrantholders who  do
exercise  their Warrants and make a valid Election for the  Investment
Trust  Option, the Unit Trust Option or the Cash Option the number  of
Fleming Claverhouse Shares or PEG Units, or the amount of cash,  which
they  will  receive  will  be determined by using  the  final  capital
entitlement of the Capital Shares 2000.


Meetings

The implementation of the Proposals will require:

i)  the  approval  of  extraordinary resolutions  to  be  proposed  at
Separate General Meetings of the holders of Stepped Preference Shares,
Income Shares 2000, Capital Shares 2000 and Warrants to be held on  19
April 2000 (or at any adjournment thereof); and

ii)  the  approval  of  a special resolution  to  be  proposed  at  an
Extraordinary General Meeting to be held on 26 April 2000 (or  at  any
adjournment thereof).

If  so approved, the Proposals are expected to become effective  on  2
May 2000.

The  resolutions  to be proposed at each of the Meetings  require  the
consent  of  75  per  cent.  of those Shareholders  or  Warrantholders
attending  and voting at such Meetings. In view of this,  and  of  the
quorum   requirements  for  these  Meetings,  all   Shareholders   and
Warrantholders  are requested to complete and return  the  appropriate
Forms  of  Proxy in accordance with the instructions printed  thereon,
irrespective  of their Election intentions. The special resolution  to
be proposed at the Extraordinary General Meeting and the extraordinary
resolutions  to  be proposed at the Separate General Meetings  of  the
Exiting  Shareholders  are, however, categorised as  'Reclassification
Resolutions' for the purposes of the Articles, being resolutions which
facilitate  the implementation of proposals of this nature which  are,
in the opinion of a financial adviser appointed by the Directors, fair
and  reasonable  and not prejudicial to any class of Shareholders.  As
such,  Shareholders are required to vote in favour of such resolutions
and if votes are cast against any such resolution they will be deemed,
under the Articles, to have been cast in favour.

Exiting  Shareholders who hold their Shares through PEP or ISA schemes
or  through  a  nominee should receive information from  the  relevant
managers on how they may participate in the Proposals. If they do not,
they  should  contact the relevant manager directly. The Company  will
continue  to  be  fully qualifying for PEP and ISA  purposes.  Fleming
Claverhouse  and  PEG will also be fully qualifying for  PEP  and  ISA
purposes.


Information for Continuing Shareholders

The Proposals do not affect the rights of the holders of Income Shares
2006 or the holders of Capital Shares 2006.


Investment objective and policies

The  investment  objective and policies of the Company  following  the
implementation of the Proposals will remain as at present and will not
be  affected by the Proposals. The investment objective will  continue
to  be  to provide income and capital growth through the medium  of  a
split capital structure.


Management Agreement

In  April  1999,  the Directors and FITM agreed at  the  time  of  the
Company's  original reorganisation proposals that with effect  from  1
May  2000 the Company's charging structure would be simplified and the
remuneration of FITM for its services would be increased by paying  an
annual  management fee, payable quarterly in arrear, of 0.6 per  cent.
(exclusive  of  VAT) of the value of the total assets of  the  Company
less current liabilities. The Directors and the Manager also agreed to
introduce a structure whereby this management fee may be increased  or
decreased  relative  to the performance against its  benchmark  which,
with  effect from 1 May 2000, will be a composite benchmark comprising
80  per  cent. FTSE All Share Index and 20 per cent. Seven  Year  Gilt
Index. This benchmark has been used to measure the performance of  the
2006 Pool portfolio since 1 January 2000. The hurdle rate at which the
performance  related  element  of  the  management  fee  will   become
effective is 2.5 per cent. either side of the Company's benchmark. The
performance  fee will be calculated annually on 31  December  in  each
year and paid within three months of that date. The performance fee is
to be set at 0.1 per cent. of total assets, however these arrangements
also incorporate a rebate element should the Manager underperform  the
agreed  index.  FITM's total fee in any one year will therefore  be  a
maximum of 0.7 per cent. (on outperformance) and a minimum of 0.5  per
cent.  (on underperformance). Included in the new management fee  will
be  a  marketing fee payable to FITM; at present the marketing fee  is
levied in addition to the current management fee.

The  Directors and FITM also agreed that with effect from 1  May  2000
the notice period for termination of the management agreement will  be
reduced from two years to one year.

In  addition  to  its management fees, the Company  incurs,  and  will
continue  to  incur,  other administrative expenses  including,  inter
alia,  Directors' fees, auditors' fees, custodian fees,  London  Stock
Exchange   listing  fees  and  printing  costs,  together   with   any
irrecoverable VAT.


Recommendation

In  all the circumstances, the Directors, who have been so advised  by
Deutsche Bank, consider that the Proposals are fair and reasonable  so
far  as  Shareholders and Warrantholders are concerned and are in  the
best  interests of all classes of Shareholders and Warrantholders  and
are not prejudicial to any class of Shareholders or Warrantholders.
This announcement has been approved for the purposes of section 57  of
the  Financial Services Act 1986, by Fleming Investment Trust Services
Limited  (regulated by the Personal Investment Authority) and  Save  &
Prosper  Group Limited (regulated by the Personal Investment Authority
and  the  Investment  Management  Regulatory  Organisation),  both  of
Finsbury Dials, 20  Finsbury Street, London EC2Y  9AQ.


Definitions

The  following definitions apply throughout this document  unless  the
context requires otherwise:

'Articles' the articles of association of the Company at the  date  of
this document
'Calculation Date'  11.45 a.m. on 28 April 2000, the date as at  which
the  capital entitlements of the Capital Shares 2000 and Warrants  are
to  be  calculated  and the issue price of Fleming Claverhouse  Shares
will be determined for the purposes of the Proposals
'Capital  Gains Tax' or 'CGT'UK capital gains tax or,  in  respect  of
corporations, corporation tax on chargeable gains
'Capital Shares 2000'capital shares 2000 of 12.5 p each in the Company
'Capital Shares 2006'capital shares 2006 of 12.5 p each in the Company
'Cash Fund' Save & Prosper Cash Fund, an authorised unit trust
'Cash Fund Units' units in Cash Fund
'Cash   Option'   the   option   whereby  Exiting   Shareholders   and
Warrantholders  may  choose to make an Election for  Cash  Fund  Units
which will be immediately redeemed for cash
'Continuing  Shareholders' holders of Income Shares 2006  and  Capital
Shares 2006
'Creation Price' the creation price of PEG Units and Cash Fund  Units,
as  the  context may require and as defined by the Financial  Services
(Regulated Schemes) Regulations 1991, as amended
 'Deutsche Bank' Deutsche Bank AG
'Directors' or 'Board' the board of directors of the Company
'Elections' elections (including deemed elections) for the  Investment
Trust  Option, the Unit Trust Option or the Cash Option as the context
may require
'Exiting  Securities'  the Stepped Preference  Shares,  Income  Shares
2000, Capital Shares 2000 and Warrants.
  'Extraordinary General Meeting' the extraordinary general meeting of
the  Company  convened  for 26  April 2000 at  which  the  resolutions
required to effect the Proposals will be proposed
'Fleming Claverhouse' The Fleming Claverhouse Investment Trust plc
'Fleming  Claverhouse Shares' ordinary shares of 25p each  in  Fleming
Claverhouse
'Fleming Income & Growth' or the 'Company' The Fleming Income & Growth
Investment Trust plc
'Fleming Investment Trust Management', 'FITM' or the 'Manager' Fleming
Investment Trust Management Limited
 'Form(s) of Proxy' the forms of proxy for use at the Meetings
'Income Shares 2000'income shares 2000 of 12.5 p each in the Company
'Income Shares 2006'income shares 2006 of 12.5 p each in the Company
'Intrinsic Value' in respect of a Warrant, the fully diluted net asset
value  of 1.097 Capital Shares 2000, as at the Calculation Date,  less
the  exercise price of 300p per Warrant (being equivalent  to  273.56p
per Capital Share 2000)
'Investment Trust Option' the option whereby Exiting Shareholders  and
Warrantholders may choose to make an Election for Fleming  Claverhouse
Shares
'ISA' Individual Savings Account
'London Stock Exchange' London Stock Exchange Limited
'Meetings' the Extraordinary General Meeting and the Separate  General
Meetings
'net  asset  value' or 'NAV' in respect of a share, the  amount  which
would be payable to the holder of that share on any specified date  if
the  relevant  company  were wound up and  its  assets  (after  making
provision  for  all its liabilities distributed on that date  (valuing
assets  and  providing for liabilities in accordance with  the  normal
accounting policies of that company) and ignoring winding-up expenses.
In  this  document, where so stated, the net asset value takes account
of any net revenue for the current year
'Option' the Investment Trust Option, the Unit Trust Option and/or the
Cash Option, as the context may require
'Overseas   Shareholders  and  Warrantholders'  any   Shareholder   or
Warrantholder  who  is a citizen of, or resident  in,  a  jurisdiction
other than the United Kingdom
'PEG'  Save  & Prosper Premier Equity Growth Fund, an authorised  unit
trust
'PEG Units' units in PEG
'PEP' Personal Equity Plan
'Proposals' the recommended proposals described in this document
'Record Date' the record date for entitlements to make Elections under
the Proposals and to participate in the final dividends payable on the
Stepped Preference Shares and the Income Shares 2000, being 5.00  p.m.
on 25 April 2000
'Restricted Person' any Shareholder or Warrantholder whose  registered
address is in the United States, Canada, Australia or Japan
'Save  & Prosper Securities' Save & Prosper Securities Limited,  being
the manager of PEG and Cash Fund
'Separate  General  Meetings' the separate  general  meetings  of  the
holders  of  Stepped  Preference Shares, Income Shares  2000,  Capital
Shares 2000 and Warrants convened for 19 April 2000
'Shareholders'  holders of Shares and/or Reclassified Shares,  as  the
context may require
'Shares' Income Shares 2000, Capital Shares 2000, Income Shares  2006,
Capital  Shares 2006 and/or Stepped Preference Shares, as the  context
may require
'Special  Redeemable  Preference  Shares'  special  redeemable  shares
having the rights set out in the Articles
'Stepped Preference Shares' stepped preference shares of 12.5 each  in
the Company
'successor vehicles' Fleming Claverhouse, PEG and/or Cash Fund as  the
context may require
 'Warrantholders' holders of Warrants
'Warrants'  the  outstanding warrants to subscribe for  1.097  Capital
Shares 2000 at a price of 276.53p per share
'Unit  Trust  Option'  the  option whereby  Exiting  Shareholders  and
Warrantholders may choose to make an Election to receive PEG Units


Enquiries
Craig Cleland       020 7880 3418
John Lipscomb  020 7880 3435