Capital Reorganisation

St David's Investment Trust PLC (the "Company")

Proposals  to restructure of the Company's share capital and amend the  Articles
of Association (the "Proposals")

Since  the  Chairman  last  wrote to Shareholders  in  October  last  year,  the
Company's  financial position has continued to improve.  As at 27 February  2004
(at  mid-market  prices except for investment company income  shares  where  bid
price is used) the immediate shortfall between the Company's assets and its bank
indebtedness  (including  the RPI accrual on the bank loans)  has  reduced  from
�3.4  million as at 30 November 2003 to �1.8 million.  If the Company  had  been
wound-up on 27 February 2004, the estimated shortfall (including the break costs
on  the  interest rate swaps in connection with the bank loans of  �2.2  million
which would then fall to be paid and excluding any costs which would be incurred
in winding-up the Company) would be �4.0 million.

The  Company's bank liabilities, excluding the interest rate swap breakage  cost
in respect of the original �30.3 million term loan maturing on 30 November 2007,
amounts  to  �57.4  million as at 27 February 2004.  Under the  current  capital
structure  and articles of association ("Articles"), the shareholder rights  are
such  that  Preferred Annuity Shareholders and Ordinary Shareholders have  prior
entitlement  to  the  revenue reserves. Preferred Annuity Shareholders  have  an
accrued  current  entitlement  of �8.2 million in respect  of  their  cumulative
dividends  which remain unpaid as at 30 November 2003.  The Company's  financial
position  as  at 27 February 2004 would, therefore, need to improve from  having
net  liabilities of �4.0 million (including the � 2.2 million of breakage  costs
on  the  interest rate swaps which would fall to be paid on a winding-up of  the
Company)  by  an  increase of 7.1 per cent. in gross assets  to  �59.6  million,
before  Preferred Annuity Shareholders in a liquidation would receive any return
and  by  more than 21 per cent. before any other Shareholder class would receive
any return.

The Directors do not believe that a recovery in the magnitude of 21 per cent. is
likely in the short term given current market conditions.

Despite   the  recent  improvements  in  financial  markets  and  the  Company's
investment portfolio, the Directors believe that the greatest hope for  creating
a  financial  return  to Shareholders comes from utilising  the  Company's  past
losses.  The Directors estimate that in the three year period ended 30  November
2003  the  Company has realised capital losses of approximately �72 million  and
unrealised losses of approximately �82 million.

Discussions between the Board and its advisers as to how the maximum  value  may
be  realised are  progressing well. Recent market transactions,  however,  have
demonstrated the difficulty in creating significant value for shareholders  from
such losses. The Board is working with its advisers on a proposal which it hopes
offers  the potential to realise a greater value for Shareholders than has  been
achieved  to  date by other split capital investment companies.  It  has  become
apparent,  however, that the Company's complex capital structure and  associated
class  rights  impedes  the  process. It is the opinion  of  the  Board  that  a
simplified  share structure is necessary to attract third party institutions  in
order to achieve the best possible outcome for all classes of Shareholders.

Mindful of the costs involved, the Board is taking the opportunity of the Annual
General Meeting being called to approve the Company's annual report and accounts
for the year ended 30 November 2003 to put the additional Proposals at an EGM to
be held immediately following the Annual General Meeting.

The  Company has today posted a circular to shareholders convening a  series  of
class  meetings  and  an  extraordinary general  meeting  ("EGM")  containing  a
proposal  to reduce the existing four classes of Shares to one class  of  listed
new  ordinary  shares of 0.05p each ("New Ordinary Shares") by  the  conversion,
subdivision and reclassification of the existing four classes of Shares into New
Ordinary Shares.

It is proposed that following the restructuring holders of existing Shares would
hold the following number of New Ordinary Shares for existing Shares held:

Existing      For every      New         No. New        %
Class           no. of    Ordinary      Ordinary      Total
                Shares     Shares        Shares
           received      (million)
Preferred Ann     2          25           267.9       67.5
uity Shares
2004 Zeros        3          13           82.4        20.7
2008 Zeros        3           5           35.2         8.9
Ordinary          7      1           11.5         2.9
Shares
                                          397.0       100.0


The proposed division of the resulting New Ordinary share capital represents the
Directors'  best  commercial  judgement of the respective  existing  Shareholder
rights and their recovery potential should reasonable value be obtained for  the
Company's tax losses. In particular, the right of Preferred Annuity Shareholders
to  the  Company's  revenue  reserves and  the  pari  passu  rights  of  capital
entitlements of the 2004 Zeros and the 2008 Zeros have been recognised  in  that
the  ratio of their respective percentages of the resulting New Ordinary  Shares
is  equivalent to their accrued ratios of respective capital entitlements  which
as  at  30 November 2003 were �60.5 million for the 2004 Zeros and �25.9 million
for the 2008 Zeros.

If  the resolutions to be proposed at the class meetings and EGM are passed  all
existing  share rights including in particular preferential rights to  dividends
and capital returns will cease to apply and the Company will have only one class
of  listed  shares  -  New Ordinary Shares. The New Ordinary  Shares  will  rank
equally  in all respects (including dividends) and will be entitled to  all  the
profitsand assets of the Company.

Following the approval by Shareholders of the extension of the life of the  2003
zero dividend preference shares (now 2004 Zeros), and as set out in the circular
sent  to  Shareholders  on 30 October 2003, the Company  restructured  its  bank
facilities  such that as at 27 February 2004 the Company has the following  bank
loans (the "Bank Loans"):

 Principal (�    Maturity Date    Interest     Current Rate
   million)                      Rate Base        (p.a.)
Sterling �24.40   28 November   LIBOR + 1.5%     5.6456%
                     2004
Sterling   (RPI   30 November   4.801875%  +     5.0156%
linked)  �30.30      2007       RPI     swap
+   �2.71   RPI                 interest
adj.   (as   at
30.11.03)
Total �57.41                                         


The  Directors  are  continuing to work closely with the Company's  professional
advisers  with  a  view to presenting a debt restructure plan to  the  Company's
bankers The Royal Bank of Scotland PLC ("RBS") for its approval.

RBS  has  been  supportive of the Company to date and has,  as  its  only  major
creditor, been kept fully informed of its up to date financial position. RBS has
also  indicated its agreement in principle, subject to receiving further details
of  the  proposals, that the Directors may incur further costs  with  regard  to
their  advisers to develop proposals which would valorize the Company's  capital
losses  with a view to submitting a detailed proposal to RBS's Credit  Committee
for formal consideration in due course. Due to various breaches of covenants the
Bank Loans are now repayable on demand but RBS has confirmed that at the date of
the  circular it is not its current intention to demand repayment of any of  the
outstanding borrowings.

It  is  still the Board's intention to present a scheme to utilise these  losses
within the extension of life granted by Shareholders late last year.

Shareholders  should  be aware that the Company has received  requisitions  from
approximately  6  per  cent  of  the total voting share  capital  requiring  the
Directors  to  requisition  an  extraordinary  general  meeting  to  consider  a
resolution that the Board appoint solicitors to examine whether any legal claims
could  be  brought against the Company's former or current directors, former  or
current advisers or the investment manager. As the requisitions received are  in
respect  of less than the 10 per cent of total voting share capital required  by
section 368 Companies Act1985 the Board is taking no action in relation to this
requisition at this time.

A  copy  of  the circular to shareholders has been submitted to the  UK  Listing
Authority and is available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel No. 020 7676 1000

All enquiries should be addressed to:

Martin Kinney         020 7436 0950
Director

Robert Hoskin         020 7463 6000
Aberdeen Asset Management PLC
Company Secretary
ST.David It (LSE:SDA)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024