BSI Bioscience Inv

RNS Number:5015K
Bioscience Inv Trust PLC
01 April 2005

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN.

The Bioscience Investment Trust plc

Reconstruction proposals



The Board of The Bioscience Investment Trust plc (the "Company") announces that
it has today posted a circular to shareholders detailing proposals for the
reconstruction of the Company.



Introduction



The Board announced on 21 December 2004 that as a consequence of discussions
with the Company's largest Shareholders it intended to put forward proposals to
Shareholders for the future of the Company. The Directors have considered how
best to satisfy the wishes of the Company's largest Shareholders to be able to
realise the value of their shareholdings at close to net asset value while at
the same time treating all Shareholders in an equal manner. The Directors are,
therefore, putting forward for Shareholder approval proposals for the
liquidation of the Company that will allow Shareholders to elect to rollover
their investment into the Schroder Medical Discovery Fund and/or for cash and
that will also involve all Shareholders retaining a pro rata interest in the
Company's Unquoted Portfolio that will continue to be managed while the Company
is in liquidation.



The Board is convening an Extraordinary General Meeting to be held on 25 April
2005 for the purpose of obtaining approval for the Scheme, the detail of which
is explained in the circular to shareholders. In the event that the Scheme is
approved, a resolution for the winding up of the Company will be proposed at a
Second Extraordinary General Meeting which is being convened for 13 May 2005.



The Proposals



Under the Proposals, Shareholders (other than Overseas Shareholders) will be
able to choose to receive the value of their interest in the Company's Quoted
Portfolio (after provision for certain costs, commitments and liabilities):

*         by rolling over such interest in a tax efficient manner into units in
the Schroder Medical Discovery Fund, a UK authorised unit trust that aims for
capital growth by investing in healthcare, medical services and related products
and companies on a worldwide basis (the Fund Option); or

*         in cash (the Cash Option).



Shareholders (other than Overseas Shareholders) shall be entitled to elect for a
combination of the Options. Overseas Shareholders will be deemed to elect for
the Cash Option.



All Shareholders will retain a pro rata interest in the Company's Unquoted
Portfolio and will share in the potential for future cash distributions
following the realisation of the Unquoted Portfolio while the Company is in
liquidation.



Illustrative Example



For illustrative purposes only, if the Scheme had become effective at close of
business on 24 March 2005 (being the latest practicable date prior to this
announcement) and based on the  net asset value of an Ordinary Share of 242.05p
as at that time and date, the attributable value to Shareholders electing for
the two Options in respect of a holding of 100 Ordinary Shares would have been
as shown in the following table. It should be noted that these figures are given
for illustrative purposes only and should not be regarded as forecasts.


                  Attributable asset value of Attributable asset value as    Value of the residual
                      100 Ordinary Shares       a percentage of the net    interest attributable to
                                              asset value of 100 Ordinary 100 Ordinary Shares in the
                                                        Shares                Unquoted Portfolio
                     #                           %                           #

Fund Option       194.57                      80.89                       45.97
Cash Option       193.57                      80.47                       45.97



Assumptions

1. Total estimated costs of the Scheme payable by the Company are approximately
#0.7 million (including irrecoverable VAT), being 0.7 per cent. of the assets
attributable to Shareholders. The calculation of the attributable asset value
for the Cash Option takes into account the compensation payment due by the
Company to the Manager. In addition, the Liquidators will retain #50,000, being
approximately 0.01 per cent. of the Company's assets attributable to
Shareholders, for unknown liabilities.

2. The illustrative figures above do not take into account anticipated costs of
reorganising the portfolio.  It is assumed that all investments in the Quoted
Portfolio have been sold by the Calculation Date.

3. The figures resulting from the Proposals will depend upon the net asset value
of an Ordinary Share at the time of implementing the Proposals.

4. The estimated running costs of the Company in liquidation have not been
accrued in the illustrative example above.



Shareholders should be aware that the investments in the Quoted Portfolio may be
realised at less than the attributable asset values set out above and that
investments in the Unquoted Portfolio may be difficult to realise and/or value
and are subject to normal risks inherent in investing in a mix of securities
that includes listed securities subject to lock up commitments, listed
securities that are illiquid as well as unlisted securities.



Expected timetable


Date 2005                 Time             Event
21 April                                   Date from which it is advised that dealings in Shares should only
                                           be for cash settlement and immediate delivery of documents of
                                           title
22 April                  5.00pm           Record date for Shareholders to make Elections under the Scheme
                                           Latest time for receipt of Forms of Election from Shareholders
                          6.00pm           Register of Shareholders of the Company closed
23 April                  3.00pm           Latest time for receipt of forms of proxy for the First
                                           Extraordinary General Meeting
25 April                  3.00pm           First Extraordinary General Meeting
28 April                  7.30am           Dealings in Reclassified Shares commence and register of holders
                                           of Reclassified Shares opened
11 May                    11.00am          Latest time for receipt of forms of proxy for the Second
                                           Extraordinary General Meeting
12 May                    6.00pm           Register of holders of Reclassified Shares closed
                          11.59pm          Calculation Date to value the assets of the Company and determine
                                           entitlements under the Scheme
13 May                    7.30am           Suspension of listing of Reclassified Shares
                          11.00am          Second Extraordinary General Meeting
                          12.00 noon       Calculation of Fund Issue Price
                                           Effective Date of the Scheme
                                           Units issued
Week commencing 16 May                     Confirmation letters dispatched in respect of Units
                                           Distribution of cash entitlements to Shareholders who elect for
                                           the Cash Option under the Scheme





Enquiries:



Robin Stoakley                          0207 658 3567

Schroder Investment Management Limited



John Spedding                           0207 658 3206

Schroder Investment Management Limited



Angus Gordon Lennox                     020 7588 2828

JPMorgan Cazenove Limited



END




                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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