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Govett Em.Mark.Inv. (GEM)

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Wednesday 28 February, 2001

Govett Em.Mark.Inv.

Restructure Proposals

Govett Emerging Markets Inv Tst PLC
28 February 2001

                         AND WINDING-UP OF THE COMPANY
The directors ('Board' or 'Directors') have announced today the reconstruction
of  the  Company ('Proposals') whereby shareholders ('Shareholders')  will  be
able  to  receive  cash in respect of their holdings and (other  than  certain
overseas   shareholders)  will  also  have  the  opportunity  to  roll   their
investments  over  in a tax efficient manner into shares  in  a  new  Guernsey
offshore  fund with exposure to companies operating in the Asian  and  Pacific
region outside Japan, Govett Asian Income & Growth Fund Limited ('GAIG').

Advantages of the Proposals

The  Directors  believe  that the Proposals have significant  attractions  for
Shareholders in that:

- Shareholders  may realise all or part of their investment for  cash  whilst
  also offering them the alternative of rolling over their investment into  a
  new  Guernsey  offshore investment fund with exposure to  Asian  (excluding
  Japan) and Pacific securities;
- GAIG  will  purchase some of the Company's assets which meet its investment
  criteria  at  the middle market values or latest trading prices  prevailing
  on  the  Calculation Date (expected to be 3 April, 2001). As  these  values
  are  likely  to  be higher than the prevailing selling price,  this  should
  reduce  the  costs  of realising the Company's assets and thereby  increase
  the assets available for all Shareholders;
- Individual  Shareholders  who  are  subject  to  CGT  (other  than  certain
  overseas  Shareholders) may rollover their investment in the  Company  into
  the new investment vehicle without incurring an immediate charge to CGT.
The Scheme of Reconstruction

The  Proposals  will  involve a reconstruction of the Company  pursuant  to  a
members' voluntary liquidation.  After setting aside sufficient assets to meet
the Company's actual and contingent liabilities, the expenses of the scheme of
reconstruction  (the  'Scheme') and the sums  due  to  Shareholders  who  have
elected  or  are  deemed to have elected for the Cash Option, the  liquidators
appointed  pursuant  to  the  Scheme  (the  'Liquidator')  will  transfer  the
remaining assets of the Company to GAIG in consideration for the allotment  by
GAIG  of  GAIG  Shares to the Liquidators as nominees for the Shareholders  in
accordance with their elections or deemed elections.

Shareholders who elect or are deemed to have elected for the Cash Option  will
receive  an  amount  in  cash  equivalent to  the  residual  net  asset  value
multiplied by the number of Ordinary Shares for which such election (or deemed
election) has been made by them.

Entitlement under the Proposals

The residual net assets will be calculated by deducting from the assets of the
Company the expenses of implementation of the Proposals and the amount of  the
liquidation fund (excluding payments due to Shareholders who have elected  for
the Cash Option).

Whilst the exact amount payable to Shareholders cannot be calculated until the
calculation date, which is expected to be on 3 April 2001, if the Company  had
been  wound up on 26 February 2001 (the latest practicable date prior  to  the
publication  of  the circular) the Directors estimate that  the  residual  net
asset  value (not including any realisation costs) would have been 81.25p  per
Ordinary Share.  It should be noted that this figure is given for illustrative
purposes only and should not be regarded as a forecast.

Shareholders (other than certain overseas Shareholders) may elect  to  receive
GAIG  Shares for some or all of their holdings. The number of such GAIG Shares
to  which  an  electing  Shareholder will be entitled will  be  calculated  by
dividing the aggregate residual net asset value (calculated on the calculation
date) of the Ordinary Shares in respect of which he has made (or is deemed  to
have  made) elections for such GAIG Shares by the issue price of 100p per GAIG

Alternatively Shareholders may elect for the Cash Option in respect of some or
all of their holding.

Default provisions

Shareholders (other than restricted holders) who do not make a valid  election
for  the purposes of the Proposals will be deemed to have made an election for
GAIG shares.

Information on GAIG

GAIG is a new undated Guernsey incorporated investment company (intended to be
resident  for  tax  purposes  outside the UK)  managed  by  Govett  Investment
Management Limited ('GIML'). The capital structure will comprise only ordinary
shares  which  will be issued at 100p per share.  Hoare Govett  has  used  its
reasonable endeavours to procure placees for up to 32,705,000 Ordinary  Shares
through an institutional placing.

The  investment objectives of GAIG are to provide holders of GAIG Shares  with
the  potential  for  capital growth from investment in a  range  of  companies
operating  in  the Asian and Pacific region outside Japan as well  as  a  high
level  of income from investment in split capital investment trusts and  other
closed-end funds and corporate and sovereign bonds.

The  portfolio  will  be  split in two, approximately half  being  a  'growth'
portfolio  and  half  an 'income' portfolio.  The growth portfolio,  which  is
initially expected to comprise approximately 50 per cent. of the fund, will be
invested in Asian (ex-Japan) and Pacific securities. The income portfolio will
be  invested  as to approximately 80 per cent. in high yielding securities  of
investment   trusts  and  other  closed-end  companies  and  the  balance   of
approximately 20 per cent. in corporate and sovereign bonds.

Subject to unforeseen circumstances, the GAIG Shares are expected to pay  four
quarterly  dividends totalling 9p per share for the initial period  ending  31
March 2002*.  The dividend policy for GAIG will be to distribute substantially
all  of  its gross revenue in August, November, February and May in each  year
with the first payment to be made in August 2001.

*  This is an estimate only and is not intended to be, nor should it be  taken
as, a forecast of profits.

It  is intended that Garth Milne and Sir Victor Garland, both directors of the
Company,   will  become  chairman  and  a  non-executive  director   of   GAIG

GAIG  has  arranged a committed Sterling term loan with Bank of  Scotland  for
such  amount as represents the lesser of £35 million and 40 per cent.  of  the
aggregate value of the GAIG Shares issued under the placing and the Scheme  at
the  issue  price and the loan facility (before payment of the  formation  and
issue  expenses).   In order to ensure that the Company is  adequately  geared
going  forward, this facility has been arranged at a level designed to provide
for  the additional level of borrowings which may be necessary to satisfy  the
additional gearing requirement resulting from the issue of Ordinary Shares  to
GEMIT  Shareholders pursuant to the Scheme as well as the issue of GAIG Shares
under the placing.

In  summary,  the GAIG Shares offer prospective investors high  income  and  a
geared capital return on their issue price of 100p and will be entitled to all
of  the growth in GAIG's portfolio after repayment of the bank facility.   The
initial net asset value is expected to be 96.25p per share.

Interim Dividend

The  Company  does not intended to pay an interim dividend to Shareholders  in
respect of the current financial year.

Approval and implementation of the Proposals

The   Proposals  are  conditional  on  the  passing  by  Shareholders  of  the
resolutions to be proposed at the First EGM convened for 10.30a.m. on 26 March
2001 and at the Second EGM convened for 10.30a.m. on 5 April 2001.

At  the First EGM, special resolutions will be proposed to sanction the Scheme
and to amend the Articles for the purpose of its implementation. Each of these
resolutions will require the approval of 75 per cent. of the votes cast at the
First EGM in person or by proxy.

Following  the  passing of these resolutions, the listing of the  reclassified
shares  and  the  segregation  of the assets  of  the  Company  into  separate
businesses, a further special resolution will be proposed at the Second EGM to
approve  the winding up of the Company and to appoint the Liquidators  and  an
extraordinary  resolution  will be proposed to confer  appropriate  powers  on

Voting Intentions

Shareholders representing approximately 45.2 per cent. of the Ordinary  Shares
in  issue  have indicated their intention to vote in favour of the resolutions
to be proposed at the meetings.

Expected Key Dates for the Scheme

Last date for elections                             23 March
GEMIT's register of members closes                      2001
First Extraordinary General Meeting of GEMIT        26 March
Calculation  date  for  entitlements  under  the     3 April
Scheme                                                  2001
Second Extraordinary General Meeting of GEMIT        5 April
Effective Date                                          2001
Dealings  expected to commence  in  GAIG  Shares     9 April
pursuant to the Scheme                                  2001
Dealings  expected to commence  in  GAIG  shares    10 April
pursuant to the placing                                 2001
Cheques despatched to cash electors                 12 April


James de Sausmarez                          020 7378 7979
Govett Investment Management
Bob Cowdell                                 020 7678 8000
Hoare Govett Limited

Hoare  Govett  Limited,  which  is regulated by  the  Securities  and  Futures
Authority Limited, has approved the contents of this document solely  for  the
purposes  of  Section  57 of the Financial Services Act  1986.   Hoare  Govett
Limited is acting exclusively for Govett Emerging Markets Investment Trust PLC
and  for  no-one else and will not be responsible to anyone other than  Govett
Emerging  Markets Investment Trust PLC for providing the protections  afforded
its  customers or for providing advice in relation to the Scheme or any matter
referred to in this announcement.


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