Publication of Circular


 
TIDMGIR 
 
25 February 2011 
 
GARTMORE IRISH GROWTH FUND PLC (THE "COMPANY") 
 
PUBLICATION OF CIRCULAR 
 
Further to the announcement made by the Company on 21 December 2010, the 
Company has today issued a circular (the "Circular") to its shareholders 
("Shareholders") in connection with recommended proposals for the winding up 
and reconstruction of the Company (the "Proposals"). 
 
The Proposals 
 
Under the Proposals, which will be effected by way of a scheme of 
reconstruction of the Company under section 110 of the Insolvency Act 1986, 
Shareholders will be able to elect: 
 
  * to realise all or some of their investment in the Company for cash (the 
    "Cash Option"); or 
 
  * to roll over all or some of their investment into shares in the 
    Threadneedle Pan European Smaller Companies Fund (the "Threadneedle 
    Rollover Option"). 
 
The Threadneedle Pan European Smaller Companies Fund is a sub-fund of 
Threadneedle Investment Funds, a UK authorised open-ended investment company 
which is also recognised by the Central Bank of Ireland as eligible to be 
marketed in the Republic of Ireland. 
 
Because the Board is not able to offer Shareholders the opportunity to roll 
their investment into an investment trust with the same policy as that of the 
Company, the Board has determined that Shareholders who do not elect for the 
Threadneedle Rollover Option should receive cash. Shareholders who do not make 
a valid Election will be deemed to have elected for the Cash Option in respect 
of their entire holding of Shares. 
 
Shareholders who have a registered address (or who are resident in or citizens 
of jurisdictions) outside the United Kingdom, the Republic of Ireland, the 
Channel Islands and the Isle of Man will also be deemed to have made an 
election for cash unless they are able to satisfy the Company and the 
Threadneedle ACD that they are permitted to hold Threadneedle Fund Shares 
without breaching the laws of any relevant jurisdictions. 
 
The Circular contains details of the action which Shareholders should take in 
order to make elections under the Proposals. 
 
Final interim dividend 
 
The Company intends to pay a final interim dividend to the extent required to 
comply with its approval as an investment trust under section 1158 of the 
Corporation Tax Act 2010. The Board will announce the level of the Final 
Interim Dividend in due course and it will be paid prior to the Scheme becoming 
effective. 
 
General Meetings 
 
The implementation of the Proposals will require Shareholders to vote in favour 
of resolutions to be proposed at general meetings of the Company (the "General 
Meetings") which have been convened for 12.30 p.m. on 22 March 2011 and 
9.30 a.m. on 30 March 2011. The notices convening the General Meetings, which set 
out in full the terms of the resolutions which are to be proposed, are set out 
in the Circular. The General Meetings will be held at the offices of Gartmore 
Investment Limited, Gartmore House, 8 Fenchurch Place, London EC3M 4PB. 
 
Expected Timetable 
 
                                                                          2011 
 
Expected ex-dividend date for final interim                            9 March 
dividend 
 
Expected record date for final interim dividend                       11 March 
 
Latest time and date for receipt of Voting                  5 p.m. on 14 March 
Direction Forms and Letters of Election from 
Savings Scheme Participants 
 
Date from which it is advised that dealings in                        18 March 
Shares should only be for cash settlement and 
immediate delivery of documents of title 
 
Latest time and date for receipt of Forms of            12.30 p.m. on 18 March 
Election or TTE Instructions (for the 
Threadneedle Rollover Option only) from 
Shareholders 
 
Latest time and date for receipt of Forms of            12.30 p.m. on 18 March 
Proxy from Shareholders in respect of the First 
General Meeting 
 
Shares disabled in CREST*                                6.00 p.m. on 18 March 
 
First General Meeting                                   12.30 p.m. on 22 March 
 
Final interim dividend expected to be paid to                         22 March 
Shareholders 
 
Record Date for the calculation of               close of business on 22 March 
Shareholders' entitlements under the Scheme 
 
Shares reclassified as Reclassified Shares in            8.00 a.m. on 23 March 
the Official List and dealings in Reclassified 
Shares commence** 
 
Latest time and date for receipt of Forms of             9.30 a.m. on 28 March 
Proxy from Shareholders in respect of the 
Second General Meeting 
 
Calculation Date                                 close of business on 29 March 
 
Listing of Reclassified Shares on the Official          7.30. a.m. on 30 March 
List suspended 
 
Second General Meeting                                   9.30 a.m. on 30 March 
 
Effective Date for implementation of the Scheme                       30 March 
and commencement of the liquidation 
 
Dealings in Threadneedle Fund Shares commence                         31 March 
 
Contract notes in respect of Threadneedle Fund                        31 March 
Shares issued under the Scheme despatched to        (or as soon as practicable 
Shareholders entitled thereto                                      thereafter) 
 
Cheques expected to be despatched and CREST            week commencing 4 April 
payments made to Shareholders in respect of 
cash elections under the Scheme 
 
Cheques expected to be despatched and CREST           week commencing 11 April 
payments made to Savings Scheme Participants in 
respect of cash elections under the Scheme 
 
Cancellation of listing of Reclassified Shares         8 a.m. on 30 March 2012 
on the Official List** 
 
* For the avoidance of doubt, the Company's register of members will remain 
open until the Effective Date. 
 
** Reclassified Shares are a technical requirement of the Scheme and will be 
created if the resolutions to be proposed at the First General Meeting are 
passed and become effective. 
 
Each of the times and dates in the expected timetable may be extended or 
brought forward without further notice. If any of the above times and/or dates 
change, the revised time(s) and/or date(s) will be notified to Shareholders by 
an announcement through a Regulatory Information Service provider. Words and 
expressions defined in the Circular have the same respective meanings in the 
above expected timetable. 
 
A copy of the Circular will shortly be submitted to the National Storage 
Mechanism and will shortly be available for inspection at http:// 
www.hemscott.com/nsm.do 
 
Enquiries: 
 
Harry Sheridan         Gartmore Irish Growth Fund  Tel: +353 862 53 7681 
(Chairman)             PLC 
 
Robin Archibald        Winterflood Investment      Tel: +44 (0)20 3100 0290 
                       Trusts 
 
 
 
END
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