GSG Gov.Sing.Gwth.

RNS Number:1979X
Govett Singapore Growth Fund Ltd
31 March 2004

31 March 2004

Govett Singapore Growth Fund Limited

Proposed winding-up of the Company



Introduction

The Board of Govett Singapore Growth Fund Limited announced on 23 February 2004
that, after discussions with major Shareholders over the future of the Company,
it was proposing to put a Resolution to Shareholders at an Extraordinary General
Meeting for the voluntary winding-up of the Company.

The Company is today posting a Circular to Shareholders seeking their approval
for the Company to be placed into a voluntary liquidation and setting out
proposals for the distribution of the Company's assets (after payment of its
liabilities) on such winding-up.

Background to and reasons for the Proposals

The Company was launched in October 1989 as The Singapore SESDAQ Fund Limited
and currently has no fixed life. The original initial investment objective was
long term capital appreciation of the Company's assets through investment in
Singapore securities, principally those listed on SESDAQ. On 15 August 2000,
Shareholders gave approval for the investment objective to be widened to permit
investment in stocks formally listed on SESDAQ (but promoted to the main board
of the Stock Exchange of Singapore) and to permit investment in companies listed
on the main board of the Stock Exchange of Singapore generally.

The Board believed that the revised investment objective and the implementation
of the tender offer to purchase up to 35 per cent. of the Shares in issue
coupled with further Share buybacks would benefit Shareholders and enhance the
attractiveness of the Company to future investors. However, since 22 August
2000, the Shares have continued to trade at a discount to net asset value. The
discount over the twelve months to 20 February 2004 (the last business day
before the Board's announcement to propose a voluntary winding-up of the
Company) averaged 13 per cent., with a low of 23 per cent. The discount as at 20
February 2004 was 13 per cent. (Source: Thomson Financial Datastream).

With Singapore's economy showing more signs of recovery, the Directors believe
the Singapore market will continue its upward trend in 2004, although theUS
dollar's weakness against Singapore's currency could hurt the performance of
export-orientated stocks. However, the Directors have also been mindful of the
current size of the Company, the discount at which the Shares have traded and
their responsibility to conduct the affairs of the Company for the benefit of
all the Shareholders.

In July 2003, the Board undertook to hold a continuation vote at the forthcoming
Annual General Meeting. Discussions were then held with major Shareholders over
the future of the Company. These discussions included a suggested change of
investment mandate aimed at finding new demand for the Shares. Following these
discussions, the Board, however, concluded that the only course of action which
would have the support of the major Shareholders is for a resolution to be put
to Shareholders now for the voluntary winding-up of the Company. Accordingly, as
announced on 23 February 2004, the continuation vote will not be put to
Shareholders at the Annual General Meeting.

The Proposals

Under the Proposals, it is proposed that the Company will be wound-up on the
Effective Date and that Simon Peter Perry and Mark William James of
PricewaterhouseCoopers be appointed Liquidators of the Company on 27 April 2004.

As at the Calculation Date, the investments and other assets of the Company will
be valued for the purposes of the Proposals. On the Effective Date, the
Liquidators will divide up the assets of the Company. The Liquidators, will
first setaside sufficient assets in a Liquidation Fund to meet the Company's
liabilities including the costs of the Proposals (see "Costs of the Proposals"
below). The Liquidators will also provide in the Liquidation Fund for a
Retention which they consider sufficient to meet any contingent and unknown
liabilities of the Company. This Retention is currently expected not to exceed
#50,000.

The remaining assets will then be apportioned on a pro rata basis according to
the Shareholder elections for in specie distributions and cash entitlements. The
costs of selling assets to cover the Liquidation Fund will be borne by all
Shareholders on a pro rata basis. The costs of selling the surplus assets to
meet the cash entitlements will be borne by those Shareholders receiving a
distribution in cash.

As at the close of business on 30 March 2004, the net assets of the Company
available for distribution on a liquidation (which takes account of the
undistributed current year revenue deficit) would have been approximately #22.2
million (equivalent to #11.84 per Share). This assumes the successful
realisation of all the investments at carrying values, the Retention not being
utilised and deducts the estimated costs of the Proposals (see "Costs of the
Proposals" below).

In order to enable the calculation of the liquidation distribution, the Register
will, however, be closed at the close of business on Friday, 23 April 2004 and,
to be valid, all transfers must be lodged before that time. Transfers received
by the Registrar after the close of business on Friday, 23 April 2004 will be
returned to the person lodging them.

Dealings in Shares on the London Stock Exchange will be suspended at 7.30 a.m.
on 27 April 2004 and on the same date the listing on the Official List will be
suspended and if the Resolution is passed, dealings and listing will remain so
suspended.

The Liquidators expect to make an initial liquidation distribution to all
Shareholders in the week commencing 17 May2004 to Shareholders on the Register
at the close of business on Friday, 23 April 2004. It is currently expected that
the initial liquidation distribution will be in respect of substantially all of
the assets of the Company (less the Liquidation Fund) which are available at the
time of making the distribution. Any balance remaining in the Liquidation Fund
would potentially be available for future distributions to Shareholders.

Shareholders should note that the amount finally distributed may be different
from the current carrying value of the underlying investments due to a variety
of factors including movement in the value of the underlying assets, the level
at which assets can be realised and ongoing costs associated with the running of
the Company and the realisation process.

Ability to elect for a distribution in specie

Subject to a de minimis of an equivalent distribution of #2,000,000,
Shareholders may elect to receive a pro rata proportion of the securities and
cash comprised in the assets of the Company in lieu of the cash which would
otherwise be received by way of liquidation distributions.

As noted above, the Liquidators will set aside such cash or other assets as are
required to cover the Liquidation Fund. Subject to the funding of the
Liquidation Fund, a Shareholder who elects for a distribution in specie will
receive as nearly as may be practicable a pro rata share of the securities and
cash of the Company, based upon the portfolio of the Company as atthe
Calculation Date. The in specie distribution is expected to take place in the
week commencing 17 May 2004.

Costs of the Proposals

The expenses incurred in relation to the Proposals (including all financial
advice, other professional adviceand the Liquidators' charges) are currently
estimated to amount to approximately #210,000.

Extraordinary General Meeting

The implementation of the Proposals will require Shareholders to vote in favour
of the Resolution at the EGM, which has been convened for 12.05 p.m. on Tuesday,
27 April 2004 (or as soon thereafter as the immediately preceding AGM shall have
concluded or been adjourned).

Commitments to support the Proposals

The Company has received irrevocable undertakings to vote in favour of the
Proposals in respect of 874,349 Shares (representing 46.6 per cent. of the
issued share capital of the Company).

Recommendation

The Board, which has been advised by Hoare Govett Limited, considers the
Proposals set out in this document to be in the best interests of Shareholders
as a whole. In providing its advice, Hoare Govett Limited has placed reliance on
the Directors' commercial assessment of the Proposals.

Ends

Enquiries:

Hugh Field           Hoare Govett     020 7678 8000

The definitions used in this announcement are as set out in the Circular.

Hoare Govett Limited is acting for Govett Singapore Growth Fund Limited and no
one else in connection with the Proposals and will not be responsible to any
person other than Govett Singapore Growth Fund Limited for providing protections
afforded to clients of Hoare Govett Limited or for providing advice in relation
to the Proposals.

A copy of the Circular to Shareholders is available for inspection at the UKLA's
Document Viewing facility at 25 The North Colonnade, Canary Wharf, London E14
5HS.


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