RNS Number:6438S
JPMorgan Fleming Managed Income PLC
28 November 2003


                      LONDON STOCK EXCHANGE ANNOUNCEMENT

                      JPMORGAN FLEMING MANAGED INCOME PLC


Recommended proposals for the reconstruction and winding-up of the Company

28 November 2003

Introduction

The Board announced on 27 October 2003 that it was in discussions regarding a
potential combination of the Company with JPMorgan Fleming Managed Growth plc to
form JPMorgan Fleming Elect plc. Accordingly, the Board has today posted a
circular to Shareholders (the "Circular") recommending proposals for the
reconstruction and winding-up of the Company (the "Proposals"). Under the
Proposals Shareholders will roll over their holdings, in a tax-efficient manner,
into Managed Income Shares in JPMF Elect.

Background to and benefits of the Proposals

Since the Company's launch, the Board has considered options available for
enhancing shareholder value. In line with this, it has, over recent months,
undertaken a thorough review of the Proposals. Given the size of the Company,
the Board considers that Shareholder value may be enhanced by implementing the
Proposals which would involve the Company merging with JPMF Managed Growth. The
Board has concluded that the Proposals have on-going benefits in terms of
investment flexibility.

Investment flexibility

JPMF Elect will have three principal classes of shares in issue, each separately
listed on the Official List and traded on the London Stock Exchange:

*    Managed Growth Shares, designed to provide a high return predominantly
     in the form of long-term capital growth by investing in a range of closed- 
     and open-ended funds managed principally by JPMorgan Fleming;

*    Managed Income Shares, designed to provide a growing income together with 
     the potential for long-term capital growth by investing in equities and
     higher yielding shares of closed-ended funds. The Managed Income Pool will 
     also invest in fixed interest securities and/or fixed interest funds 
     managed by JPMorgan Fleming and others; and

*    Managed Cash Shares, designed to preserve capital and deliver a yield
     based on short-term interest rates competitive with sterling bank deposit 
     rates by investing in five or more sterling liquidity funds.

Each JPMF Elect share class will have rights over a discrete portfolio of
investments.

Conversion rights

Holders of shares in JPMF Elect will have the opportunity to convert some or all
of their shares into shares of another principal class of share in JPMF Elect.
Under current law, such conversions will not be treated as disposals for UK
capital gains tax purposes.  The first such conversion date will be on 1 March
2004. The next conversion date will be 31 May 2004 and subsequent conversion
dates will follow every 6 months thereafter on 30 November and 31 May
respectively.  The costs associated with conversions will be borne by those
holders of shares in JPMF Elect who elect to convert, although JPMF Elect will
make no administration charge for a conversion.

In addition, it is intended that holders of Managed Cash Shares will be able to
elect to have to their shares repurchased by JPMF Elect for cash at a price
close to NAV, on or close to 31 May and 30 November each year.

Cost savings

The merger of the Company and JPMF Managed Growth will result in cost savings
for Shareholders being made. These cost savings arise because as independent
companies, the Company and JPMF Managed Growth both have to pay certain fixed
costs which will be shared if the merger takes place.  These savings mean that
JPMF Elect should be able to deliver investment returns to its Shareholders more
efficiently than the Company currently achieves.

Further details on the investment objective of the Managed Income Pool

The Directors have previously highlighted in annual reports the inherent tension
between rebuilding capital and maintaining a consistent income stream. The
Company is not alone in having had to address this issue over recent years.

The Board believes the Proposals are an opportune time to consider how the
objective of the Company can be best delivered. It is intended that the Managed
Income Pool should be able to deliver dividends that are sustainable and have
potential to grow. However, the Board has also had regard to the transparency
and timeliness of the revenue stream underlying the future dividends, and
believes that a portfolio, which is mainly directly invested, can deliver this
cost effectively.

As a result, the majority of the portfolio of the Managed Income Pool will be
directly invested in UK equities and higher yielding shares of closed-ended
funds. The Managed Income Pool will also continue to invest in fixed interest
securities and/or fixed interest funds managed by JPMorgan Fleming and others.
Further details on the investment approach of the Managed Income Pool are set
out in the Prospectus.

Following Admission, the Managed Income Pool will consist wholly or mainly of
the investment portfolio of the Company. The directors of JPMF Elect intend to
direct the Manager to realign the portfolio in accordance with the investment
objective and policy stated above, starting on or around 1 March 2004 (being the
first conversion date). In order to do this in as cost effective manner as is
possible, the realignment may be undertaken over an extended period but the
Board expects the process to be completed by 31 August 2004.

Following the realignment of the Managed Income Pool, it is expected that the
annual dividend payable on a Managed Income Share will be approximately 3.2
pence per share.* This represents a cut from the annual dividend of 4.36 pence
per Ordinary Share.

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

Characteristics of JPMF Elect and its share classes

Capital structure

JPMF Managed Growth is an existing investment trust managed by JPMorgan Fleming.
Following the implementation of the Proposals, JPMF Managed Growth will be
renamed JPMorgan Fleming Elect plc and will have three principal classes of
shares, each separately listed on the Official List and traded on the London
Stock Exchange, in issue as described above.

Each JPMF Elect share class will have rights over a discrete portfolio of
investments and separate revenue accounts, revenue reserves and capital reserves
will be established for each asset pool.

Although JPMF Elect will have more than one share class, it will not be what is
known as a split capital trust since none of the share classes will represent
gearing for the other share classes. The Board does not intend to use borrowings
to increase the funds available to the Company for investment.

The board of JPMF Elect (which Simon Miller, as deputy chairman, and Robert
Ottley have agreed to join upon implementation of the Proposals) and JPMorgan
Fleming have confirmed that, as is presently the case with the Shares, they will
seek to enable shares in JPMF Elect to trade at a price close to NAV through
regular marketing of the shares to the retail market and JPMorgan Fleming's
existing client base, market purchases and share issuances by JPMF Elect of
shares to address any imbalance in the supply and demand in the market.

Costs and expenses

The net costs and expenses relating to the Proposals (including all advisers'
fees, stamp duty on the transfer of the Company's portfolio to JPMF Elect,
printing costs and any amounts payable by the Company under the Transfer
Agreement) effectively borne by existing Shareholders and JPMF Managed Growth
shareholders will not exceed #210,000.

These costs will be payable in three equal instalments on the Effective Date and
the first and second anniversaries of the Effective Date and will be deducted
from the Managed Growth Pool and the Managed Income Pool pro rata to their
average net assets over the preceding twelve months, in respect of the second
and third instalments.

It is expected that if the Proposals are approved by the Shareholders the
maximum amount to be borne by the Managed Income Pool in the period to 31 August
2004 would be approximately #12,500 and, on the basis that net assets of each
pool remain unchanged, the total amount payable by the Managed Income Pool would
be #37,500.

Corporate governance and class rights

In accordance with the new provisions of the Listing Rules which took effect
from 1 November 2003, JPMF Elect will include in each of its annual report and
accounts a statement as to whether in the opinion of the directors of JPMF Elect
the continuing appointment of the manager of each pool, on the terms agreed, is
in the interests of the shareholders of each pool, together with a statement of
the reasons for this view.

Shareholders of each class will have specific class rights relating to matters
which affect the class of share held. Shares of each class will also carry votes
in relation to matters which affect JPMF Elect as a whole.

Investment management agreement

The existing investment management agreement dated 5 October 2003 between the
Company and the Manager will terminate upon the Effective Date (which is
expected to be 15 January 2004) without any payment being made in respect of
that early termination. There will be a separate investment management agreement
between JPMF Elect and the Manager for each of the principal classes of share.
Under the investment management agreement in respect of the Managed Income Pool,
the Manager will receive from the Managed Income Pool an annual management fee
of 0.6 per cent. (excluding VAT) of the total assets less current liabilities of
the Managed Income Pool, payable quarterly in arrear. To the extent that the
Pool invests in funds managed by JPMorgan Fleming or its associates then the
annual management fee in respect of such assets will be charged at a rate of 0.3
per cent. (exclusive of VAT).

Interim dividend

In order to maintain the Company's status as an approved investment trust for UK
taxation purposes in respect of the period which commenced on 1 September 2003
and which will end on the day prior to winding-up, the Company intends to pay a
final interim dividend to Shareholders which is expected to be not less than
0.65 pence per share*, provided the resolutions to be proposed at the First
Extraordinary General Meeting are passed. It is expected that this final interim
dividend will be paid on 9 January 2004 to Shareholders on the Register on 5
January 2004. This dividend will be in addition to the dividend in respect of
the period from 1 September 2003 to 30 November 2003 of 1.09 pence per Share to
be paid to Shareholders on the Register on 19 December 2003.

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

Overseas Shareholders

Overseas shareholders for legal reasons cannot participate in the Proposals and
will therefore receive cash out of the Liquidation Pool in respect of their
entire holding unless they have satisfied the directors of JPMF Elect that it is
lawful for JPMF Elect to issue securities to them under the relevant overseas
laws and regulations.

Approval and implementation of the Proposals

The Proposals are conditional on the passing by Shareholders of the resolutions
to be proposed at the First Extraordinary General Meeting to be held at 11.00
a.m. on 22 December 2003 and the Second Extraordinary General Meeting to be held
at 10.30 a.m. on 14 January 2004 and those resolutions becoming effective. The
Proposals are also conditional on the implementation by JPMF Managed Growth of
those parts of its reorganisation which are necessary for the Scheme to take
effect and for the issue of its shares, and for the admission of the new Managed
Growth Shares and the Managed Income Shares and/or the Managed Cash Shares to
the Official List and to trading on the London Stock Exchange.

Simon Miller, Chairman


Enquiries:

David Barron
JPMorgan Fleming Asset Management (UK) Limited
Tel: 020 7742 4000

Tom Durie
Close Brothers Securities
Tel: 020 7621 5564

Appendix 1

Dealings and settlement

Shares

The Register will be closed and the Shares will be disabled in CREST at 5.00
p.m. on 9 January 2004. The Shares will continue to be listed by the UK Listing
Authority until their reclassification pursuant to the special resolution to be
proposed at the First Extraordinary General Meeting. The last day for dealings
in the Shares on the London Stock Exchange for normal account settlement to
enable settlement prior to the record date (for entitlements under the Scheme)
will be 5 January 2004. As from that date, dealings should be for cash
settlement only.

After the liquidation of the Company and the making of any final distribution to
Shareholders, existing certificates in respect of Shares will cease to be of
value for any purposes and any existing credit of Shares in any stock account in
CREST will be redundant.

Reclassified Shares

For technical reasons it is necessary that the Shares will continue to be listed
throughout the implementation of the Scheme. Accordingly, application will be
made to the UK Listing Authority for the Reclassified Shares to be admitted to
the Official List and application will be made to the London Stock Exchange for
dealings in the Reclassified Shares to commence from 8.00 a.m. on 14 January
2004 and for dealings in the Reclassified Shares to be suspended at 7.30 a.m. on
15 January 2004. No documents of title will be issued in respect of the
Reclassified Shares and they will not be capable of being held in uncertificated
form. The Shares are expected to be delisted after completion of the liquidation
of the Company.

Managed Income Shares

If the Proposals are implemented, the Managed Income Shares are expected to be
issued in uncertificated form and credited to the stock accounts in CREST of the
persons entitled to them on 16 January 2004. Certificates in respect of the
Managed Income Shares issued in uncertificated form are expected to be
despatched by the week commencing 19 January 2004.

Appendix 2

Expected Timetable

                                                                                                         2003
Latest time and date for receipt of Forms of Proxy for the First                 20 December 2003, 11.00 a.m.
Extraordinary General Meeting

First Extraordinary General Meeting                                              22 December 2003, 11.00 a.m.

Record Date (for entitlements under the Scheme)                                     9 January 2004, 5.00 p.m.

Register closed and Shares disabled in CREST accounts                               9 January 2004, 5.00 p.m.

Latest time and date for receipt of Forms of Proxy for the                        12 January 2004, 10.30 a.m.
Second Extraordinary General Meeting

Calculation Date (for valuation of the Company's assets under                      12 January 2004, 5.00 p.m.
the Scheme)

Dealings in Shares suspended                                                       14 January 2004, 7.30 a.m.

Opening of register and commencement of dealing in respect of                      14 January 2004, 8.00 a.m.
Reclassified Shares

Second Extraordinary General Meeting                                              14 January 2004, 10.30 a.m.

Effective Date for the implementation of the Proposals and                                    14 January 2004
commencement of liquidation

Dealings in Reclassified Shares suspended                                          15 January 2004, 7.30 a.m.

Listing of and dealings in Managed Income Shares commence                          15 January 2004, 8.00 a.m.

Managed Income Shares issued in uncertificated form and credited                   15 January 2004, 8.00 a.m.
to the stock accounts in CREST of the persons entitled to them

Certificates in respect of Managed Income Shares issued in                    Week commencing 19 January 2004
certificated form despatched

Cancellation of listing of Reclassified Shares on the Official                             By 15 January 2005
List


Appendix 3

Terms used in this announcement shall, unless the context otherwise requires,
bear the meanings given to them in the Circular.

Close Brothers Securities, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for JPMorgan Fleming
Managed Income plc in relation to the Proposals and for no other person and will
not be responsible to any other person other than JPMorgan Fleming Managed
Income plc for providing the protections offered to customers of Close Brothers
Securities or for providing advice in relation to the Proposals.



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