Rollover Proposals

RNS Number:3878G
Schroder Split Investment Fund PLC
25 October 2007

Schroder Split Investment Fund plc and Schroder Split ZDP plc (together the 
"Group")

Recommended Proposals for the Reconstruction and Winding Up of the Group



25 October 2007



The Board has today announced detailed proposals for the reconstruction of SSIF
and its subsidiary, SZDP, which are proposed to become effective on 30 November
2007, being the planned winding up date of SSIF and SZDP. SSIF's Articles
require the Directors to put a resolution to Shareholders by no later than 30
November 2007 to consider the winding up or reconstruction of SSIF and its
subsidiary, SZDP.

The Directors, with their advisers, have reviewed the courses of action
available, which include a straight liquidation of both Companies. In reaching
its decision, the Board took account of the costs of a straight liquidation and
of the undertaking by the Manager that it will not make any charge in respect of
the additional administrative work involved in implementing the Proposals
(rather than a straight liquidation). The Board is satisfied that the difference
between the costs of straight liquidation and the costs of the Proposals is
marginal and, in the Board's opinion, this is outweighed by the benefits of
providing roll-over options to all Shareholders (except Overseas Shareholders).

The Directors have therefore concluded that it is in the interests of
Shareholders as a whole to propose a scheme of reconstruction, comprising a
members' voluntary liquidation of each of SSIF and SZDP pursuant to section 110
of the Insolvency Act 1986, together with options for Shareholders (other than
Overseas Shareholders) to elect for:

(a)   units in IMAX, an authorised unit trust managed by SUTL; and/or
(b)   realising all or part of their investment in SSIF and/or SZDP (as the 
      case may be) for cash,

as suits each Shareholder's personal investment requirements.

Benefits of the Proposals

The Directors believe that the Proposals will provide the following benefits:
-     more flexibility for Shareholders than if SSIF and SZDP were each simply 
      to be wound up;
-     Shareholders will be able to retain an exposure to equity and equity 
      related securities of UK companies without incurring an immediate 
      liability to tax on capital gains by rolling their investment in the Group
      into IMAX;
-     no initial charge will be levied on IMAX Units to be issued pursuant to 
      the Proposals; and
-     for those Shareholders who wish to realise some or all of their 
      investment, the opportunity to receive cash equivalent to the Terminal 
      Asset Value of the relevant Shares they hold which, in the case of ZDP
      Shareholders, will be a maximum of 154.59p per ZDP Share and for Ordinary 
      Shareholders will be an amount, per Ordinary Share, equivalent to the 
      Net Asset Value of SSIF less the Liquidation Fund, which will include the
      costs of the Proposals, divided by the number of Ordinary Shares in issue.

The choice between the options available under the Proposals will be a matter
for each Shareholder to decide and will be influenced by his or her personal,
financial and taxation circumstances and his or her investment objectives.

SIM considers the benefits of a holding in IMAX to include:
-     IMAX targets a yield of up to 7 per cent. using an innovative approach. This target yield quoted is net
      of basic rate tax. Higher rate tax payers will be liable for further tax deductions. The target yield
      quoted is an estimate and is not guaranteed. IMAX invests in an actively managed portfolio of higher
      yielding UK large and middle capitalisation stocks and adds a "covered call option" overlay strategy to
      enhance the yield on the fund. Investors also have the potential to benefit from capital growth in
      addition to the enhanced income;
-     Every quarter, IMAX enters into contracts under which it agrees to exchange the profit on any stock
      exceeding a specified level (chosen by the Manager), for an agreed fee (premium). This is used to boost
      the income of IMAX. IMAX retains any gain up to this level each quarter, but surrenders returns above
      that level. The trade off for this increased income will be a capped upside on the stocks held, i.e. in
      certain market conditions investors may effectively be trading a higher income in exchange for reduced
      capital growth potential; and
-     The exchange of a potential but uncertain gain for a known premium improves IMAX's risk profile
      (volatility), by regulating its likely performance in both up and down markets, delivering an extra
      income stream in all situations.



THE IMAX OPTION

IMAX is an authorised unit trust managed by SUTL with an investment objective of
providing income with potential for capital growth primarily through investment
in equity and equity related securities of UK companies. IMAX also uses
derivative instruments to generate additional income. IMAX Units are "qualifying
investments" for ISAs and PEPs. In its first full year to November 2006 IMAX
delivered an annualised yield of 7.4 per cent., ahead of the target yield of 7
per cent. As at noon on 23 October 2007, the unaudited net assets of IMAX were
#210 million and the portfolio comprised 41 holdings.

Shareholders (other than Overseas Shareholders) who elect (or who are deemed to
have elected) for the IMAX Option will receive units in IMAX. Ordinary
Shareholders will receive Income Units and ZDP Shareholders will receive
Accumulation Units. In the case of Accumulation Units, the income generated by
the unitholder's investment is not paid directly to the unitholder, but is
retained within IMAX and increases the value of the unitholder's units. Holders
of Income Units, on the other hand, receive income generated by their investment
in the form of payments into their bank accounts.

ZDP Shareholders should be aware that the Accumulation Units do not represent
any form of "roll-up investment" for UK income taxation purposes.

IMAX Units will be issued at their creation price as at noon in 30 November 2007
discounted by 5.25 per cent. (to reflect the fact that no initial levy is being
charged) as further described in the paragraph entitled "Calculation of Value
for the Purposes of the Proposals" below. The new IMAX Units will be subject to
an equalisation charge (in respect of accrued income) to ensure equality of
treatment with existing unitholders in IMAX.

IMAX Units are not listed on any stock exchange and thus may not be traded as
such but can be purchased or redeemed through SUTL.



THE CASH OPTION

Those Shareholders who have elected (or who are deemed to have elected) for the
Cash Option will receive cash in respect of their Shares for which an election
for the Cash Option has been or is deemed to have been made equal to the
Terminal Asset Value per Share.



DETAILS OF THE SCHEME

Apportionment of net assets on Liquidation

Immediately prior to the liquidation of SZDP, SSIF will repay its outstanding
debt to SZDP (the "Loan") and subscribe (pursuant to the Subscription Agreement)
for sufficient ordinary shares in SZDP (after taking into account the monies
received on repayment of the Loan) for SZDP to have net assets (after
discharging all liabilities of SZDP) sufficient to distribute 154.59p for each
ZDP Share on a winding up. The subscription will be in cash or cash equivalent
securities.

On liquidation, the net assets of each of SSIF and SZDP, after providing for all
of the relevant Company's liabilities (including contingent liabilities and the
costs incurred or to be incurred in connection with the Proposals) and, in the
case of SSIF, the Liquidators' retention, will be divided into an A Fund and a B
Fund with:
(a)   each A Fund comprising assets that are to be transferred to IMAX; and;
(b)   each B Fund comprising assets that are to be held and managed for the purpose of making a distribution to
      those Shareholders who have elected, or who are deemed to have elected, for the Cash Option.



The assets to be transferred to IMAX or to be allocated to the B Funds will be
calculated on the basis of the elections made or deemed to have been made by the
relevant Shareholders for the IMAX Option and the Cash Option respectively.

Calculation of value for the purposes of the Proposals

Upon the winding up of SSIF, but before any assets are transferred to IMAX under
the Scheme or are realised and distributed pursuant to the Cash Option, the
Liquidators will retain from the assets of the Group a fund of an amount which
they consider sufficient to provide for all outstanding liabilities of SSIF,
including contingent liabilities and the costs incurred by, or in respect of,
SSIF, SZDP and the Liquidators in relation to the Proposals. To the extent that
this contingency sum is not required, any cash balance remaining in the
Liquidation Fund will be paid, in due course, to Ordinary Shareholders on the
Register immediately prior to the Effective Date as one or more distributions on
a pro rata basis according to their respective holdings of Ordinary Shares (or
to ZDP Shareholders to the extent that their entitlements under the Scheme do
not amount to 154.59p as provided under the Articles). Shareholders'
entitlements under the Proposals will reflect their entitlements on a winding up
of SSIF or SZDP under their respective Articles of Association.

IMAX Units will be issued at their creation price as at noon on 30 November
2007, calculated in accordance with the FSA Regulations by reference to the
valuation of IMAX at that time to the nearest two decimal places and discounted
by 5.25 per cent. (because no initial charge is being levied on Shareholders
electing for the IMAX Option). The number of IMAX Units to be issued to each
relevant Ordinary Shareholder and/or ZDP Shareholder (as the case may be) will
be such number as has a value, at the relevant IMAX Unit Issue Price, equivalent
to the Terminal Asset Value, calculated in accordance with the Scheme, of the
Shares in respect of which such Shareholder has elected to receive IMAX Units.

Final Interim Dividend

Ordinary Shareholders registered on SSIF's Register on 2 November 2007 will be
entitled to the interim dividend of 4.0p per Ordinary Share as declared by the
SSIF Board on 24 October 2007.

Conditions

The Scheme is conditional upon the passing of the requisite resolutions at the
Meetings and certain other conditions. If the IMAX Units are for any reason not
issued, elections for the IMAX Option will be deemed to be elections for the
Cash Option.

Costs and Commissions

The total costs of the Proposals (excluding the Liquidators' retention) are
expected to be approximately #400,000 (including amounts in respect of VAT),
which is equivalent to 0.4 per cent. of the Group's Net Asset Value and 0.8 per
cent. of the net assets of SSIF attributable to the Ordinary Shares as at the
close of business on 23 October 2007. These costs will be charged against the
current year's revenue account of SSIF.

If ZDP Shareholders' entitlements (being 154.59p per ZDP Share) are met in full,
the costs of the Proposals will be borne by the Ordinary Shareholders.

No initial charges will be payable in connection with the issue of IMAX Units
under the Scheme.

Whether or not the Scheme becomes effective, the Manager will not be entitled to
any fee under the Investment Management Agreement except for investment
management in the period ending on the liquidation of SSIF.



DEEMED ELECTIONS

Shareholders (other than Overseas Shareholders) who do not return a Form of
Election or (as appropriate) send a TTE instruction to CREST will be deemed to
have elected for the IMAX Option in respect of their entire holding of Shares.

Overseas Shareholders will not receive a Form of Election and will be deemed to
have elected for the Cash Option in respect of their entire holdings of Shares.













EXPECTED TIMETABLE

                                                                            2007
Date from which it is advised that dealings in Shares                                       13 November 2007
should only be for cash settlement and immediate
delivery of documents of title
Latest time for receipt of Forms of Election                                  11.00 a.m. on 16 November 2007
Latest time for receipt of TTE instructions from                              11.00 a.m. on 16 November 2007
Shareholders holding Shares in uncertificated form
Record date for the purposes of Elections and                                  5.00 p.m. on 16 November 2007
Companies' Registers close
Latest time for receipt of Forms of Proxy for the                             11.30 a.m. on 19 November 2007
Class Meeting of ZDP Shareholders
Latest time for receipt of Forms of Proxy for the                             11.45 a.m. on 19 November 2007
First General Meeting of SSIF
Latest time for receipt of Forms of Proxy for the                                   Noon on 19 November 2007
First General Meeting of SZDP
Class Meeting of the ZDP Shareholders                                         11.30 a.m. on 21 November 2007
First General Meeting of SSIF                                                11.45 a.m. on 21 November 2007*
First General Meeting of SZDP                                                      Noon on 21 November 2007*
Adjourned Class Meeting of the ZDP Shareholders (if                            9.00 a.m. on 26 November 2007
adjournment occurs)
Latest time for receipt of Forms of Proxy for the                              9.15 a.m. on 28 November 2007
Second General Meeting of SSIF
Calculation Date                                                       Close of business on 28 November 2007
Opening of Companies' Registers and commencement of                            8.00 a.m. on 29 November 2007
dealings in Reclassified Shares
Dealings in Reclassified Shares suspended                                      7.30 a.m. on 30 November 2007
Second General Meeting of SZDP                                                 9.00 a.m. on 30 November 2007
(only SSIF is eligible to vote at this Meeting)
Second General Meeting of SSIF                                                9.15 a.m. on 30 November 2007*
Effective Date of the Proposals                                                             30 November 2007
Date on which the assets of SSIF and SZDP are                                               30 November 2007
transferred (depending on the Elections made by
Shareholders) to IMAX
Entitlement of Shareholders to IMAX Units determined                                Noon on 30 November 2007
IMAX Units issued                                                                           30 November 2007
Notification of IMAX Units despatched                     On or as soon as practicable after 3 December 2007
Cheques despatched to Shareholders who have elected                          Week commencing 3 December 2007
for the Cash Option and CREST payments made
Cancellation of listing of Reclassified Shares**                  No later than 8.00 a.m. on 1 December 2008


* Or as soon thereafter as the preceding meeting shall have been concluded or
adjourned.

**The Reclassified Shares will exist when the resolutions proposed at the First
General Meetings and the Class Meeting take effect, being 8.00 a.m. on 29
November 2007. The existence  of the Reclassified Shares are a technical
requirement of the Scheme. Shares will be reclassified according to the
Elections made (or deemed to have been made) by Shareholders.



Terms used in this announcement shall, unless the context otherwise requires,
bear the meaning given to them in the Circular issued by the Group dated 25
October 2007. Copies of the Circular have been submitted to the UK Listing
Authority and will shortly be 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 7066 1000



Enquiries:

Louise Richard/John Spedding                         020 7658 6501/3206

Schroder Investment Management Limited


David Benda/Katie Standley                           020 3100 0293

Winterflood Investment Trusts




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