INVESCO Techmark EnterpriseTst PLC
28 May 2004

       NOT FOR RELEASE IN OR INTO THE US, CANADA, AUSTRALIA OR JAPAN

                 INVESCO techMARK ENTERPRISE TRUST PLC

Proposals in connection with the merger with Strathdon Investments Limited by
way of recommended offers for its entire ordinary share capital and admission to
AIM and cancellation of listing on the Official List of the UKLA

EXECUTIVE SUMMARY

Overview of the Key Proposals

•         A recommended merger of INVESCO techMARK Enterprise Trust plc and
Strathdon Investments Limited to create the Merged Group.

•         As a consequence of the Merger, the Merged Group will become
self-managed, but will delegate management of its quoted investments to INVESCO
Asset Management, the existing investment manager of the Company.

•         The Company will cease to be an investment trust, the listing of the
Existing Shares on the Official List will be cancelled and, instead, the
Ordinary Shares will be traded on AIM.

•         The Merged Group's investment objective will be to maximise absolute
returns to Shareholders by focusing on investment in emerging companies, both
quoted and unquoted, whose primary business activities are technology-related.

•         A share option scheme for the management and employees of the Merged
Group will be established to provide rewards only for good absolute performance,
in terms of net asset value, over a period of five years.

•         The Company's name will change to "Strathdon Investments plc".

•         The Proposals are expected to become effective on Monday, 28 June
2004.

Terms of the Merger

•         The Merger will be effected through offers by Intelli Corporate
Finance Limited, on behalf of the Company, for the entire ordinary share capital
of Strathdon.

•         For the purpose of the Offers, both the Company and Strathdon will be
valued on the basis of formula asset values.  The formulae for calculating these
formula asset values are such that the Company's Implementation Costs will be
treated as if they were liabilities of Strathdon and, accordingly, there will be
no dilution in the net asset value of an Existing Share as a result of the
Implementation Costs.

•         Under the terms of the Offers, the Company will issue New Shares and,
where relevant, Warrants to Strathdon Shareholders in exchange for their
Strathdon Shares.

Information on Strathdon

•         Strathdon is a private UK-based venture capital company that invests
principally in unquoted technology companies involved in applying information
technology to business problems, with an investment portfolio that was valued at
approximately £11.4 million as at 30 April 2004.

•         Members of Strathdon's management team have extensive experience of
investing in, acquiring, developing and exiting from young unquoted
technology-based companies.  Its core executives have between them over 60 years
of experience in the venture capital industry and have played active roles in
more than 70 technology businesses.

•         Strathdon has a maturing portfolio of over 20 investments, with
several companies having moved from loss into profit.  Strathdon has started to
make profitable realisations from its portfolio.

•         Subsidiaries of Strathdon provide third parties with corporate finance
services and business advice and other ancillary services, including expertise
in sales, marketing, finance and operational management.  The Merged Group will
continue with these activities, as well as developing a third party fund
management business.



Benefits of the Proposals

The Directors believe that the Company is likely to enjoy a number of benefits
from implementing the Proposals, including:

•         continuing exposure to the same asset class with the opportunity for
Existing Shareholders to benefit from the continuing recovery in the technology
sector;

•         the opportunity to increase the exposure to unquoted technology
companies, the valuations of which, in the Board's view, remain attractive;

•         management of the Merged Group's unquoted portfolio by a management
team with experience of investing in and realising profits from unquoted
technology companies;

•         alignment of the interests of the Merged Group's management and
employees with Shareholders' interests through the proposed incentive
arrangements;

•         the ongoing relationship with INVESCO Asset Management, which will be
incentivised to work with the Merged Group to achieve good absolute performance
in the quoted portfolio and to improve the rating of the Ordinary Shares;

•         the generation, through Strathdon's wholly-owned subsidiaries, of
third party income from fund management and advisory activities which will go
towards reducing the costs of managing the Merged Group's investment portfolio
and to creating incremental capital gains; and

•         the prospect of superior absolute returns for Shareholders over the
longer term.

The Directors believe that the benefits of admission to trading on AIM include
the following:

•         AIM imposes fewer limits on the ability of the Merged Group to
actively manage its unquoted investment portfolio than a listing on the Official
List, which is likely to allow for better management of the performance and risk
exposure of the unquoted investment portfolio; and

•         having regard to its size and activities and increasing investor
interest in AIM-traded companies, the Directors expect the Merged Group to
receive more investor attention on AIM than it would receive if listed on the
Official List.

Enquiries

Adam Cooke/Tim Mitchell       INVESCO Asset Management Limited     020 7065 4000
Gordon Neilly/Darren Willis   Intelli Corporate Finance Limited    020 7653 6300
Andrew Sutcliffe              Durlacher Limited                    020 7459 3600



Note

The above executive summary should be read in conjunction with the accompanying
announcement from which it has been derived.

Intelli Corporate Finance Limited has approved this announcement, which has been
issued by INVESCO techMARK Enterprise Trust plc, solely for the purposes of
section 21 of the Financial Services and Markets Act 2000.  Intelli Corporate
Finance Limited, which is regulated by the Financial Services Authority, is
acting for INVESCO techMARK Enterprise Trust plc and for no one else in
connection with the Proposals and will not be responsible to anyone other than
INVESCO techMARK Enterprise Trust plc for providing the protections afforded to
customers of Intelli Corporate Finance Limited or for affording advice in
relation to the Proposals.

Durlacher Limited, which is regulated by the Financial Services Authority and a
member of the London Stock Exchange, is INVESCO techMARK Enterprise Trust plc's
Nominated Adviser and Broker for the purpose of the AIM Rules and is acting
exclusively for INVESCO techMARK Enterprise Trust plc in connection with
Admission.  Durlacher Limited will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Durlacher Limited
or for advising in relation to the Proposals.  Its responsibilities as the
Company's Nominated Adviser under the AIM Rules are owed solely to the London
Stock Exchange and are not owed to the Company or any current or proposed
Director. No representation or warranty, express or implied, is made by
Durlacher Limited as to the contents of this announcement (without limiting the
statutory rights of any person to whom this announcement is issued).


        NOT FOR RELEASE IN OR INTO THE US, CANADA, AUSTRALIA OR JAPAN

                     INVESCO techMARK ENTERPRISE TRUST PLC

Proposals in connection with the merger with Strathdon Investments Limited by
way of recommended offers for its entire ordinary share capital and admission to
AIM and cancellation of listing on the Official List of the UKLA

INTRODUCTION

The board of INVESCO techMARK announces recommended proposals for a merger of
the Company and Strathdon Investments Limited.  In order to effect the Merger,
Intelli Corporate Finance Limited, on behalf of the Company, has today made
recommended offers for the entire ordinary share capital of Strathdon in issue
or to be unconditionally allotted whilst the Offers remain open for acceptance.
Under the terms of the Offers, the Company will issue New Shares and Warrants to
Strathdon Shareholders in exchange for their Strathdon Shares.

Strathdon is a private UK-based venture capital company that invests principally
in unquoted technology companies involved in applying information technology to
business problems, with an investment portfolio that was valued at approximately
£11.4 million as at 30 April 2004.  Strathdon has three wholly-owned
subsidiaries, one of which is Strathdon Finance Limited, a company authorised
under the Financial Services and Markets Act 2000 to carry out regulated
activities.

As a consequence of the Merger, the Merged Group will effectively become a
self-managed investment company, with Strathdon Finance becoming the principal
investment manager of the Merged Group's portfolio.  Strathdon Finance will
delegate the management of quoted investments in the Merged Group's portfolio
(which are expected to equate to between 25 per cent. and 33 per cent. of the
portfolio) to INVESCO Asset Management, the existing investment manager of the
Company.  In conjunction with these changes, the Board is proposing, inter alia:

•         that the Company should cease to be an investment trust;

•         to cancel the listing of the Existing Shares on the Official List and,
instead, apply for the Ordinary Shares to be admitted to trading on AIM;

•         changes to the Company's existing investment objective and policy;

•         the introduction of share-based incentive arrangements for the
management and employees of the Merged Group; and

•         to change the name of the Company to "Strathdon Investments plc".

The implementation of the Proposals (including the Merger) will be subject to,
inter alia, approval by Shareholders and is expected to become effective on
Monday, 28 June 2004.  Shareholders representing, in aggregate, approximately
37.7 per cent.  of the issued share capital of the Company have indicated in
writing that they will vote in favour of the Proposals at the extraordinary
general meeting of the Company that is being convened for Wednesday, 23 June
2004.

The Company has received irrevocable undertakings to accept the Offers from
Strathdon's investors who represent more than 90 per cent. of each of the two
classes of shares in Strathdon to which the Offers relate.

BACKGROUND TO AND BENEFITS OF THE PROPOSALS

Against a background of the Company's small size, its high Total Expense Ratio,
its poor stockmarket rating and the low trading volume of the Ordinary Shares,
the Board has been reviewing the options available to the Company to enhance
Shareholder value.  The options considered have included changing the Company's
investment manager, changing the Company's investment mandate, merging with
another investment company and liquidating the Company.  After considering these
options, the Board has concluded that a merger of the Company and Strathdon is
the best option available to the Company for enhancing Shareholder value.  The
Directors believe that the benefits of the Merger include:

•         continuing exposure to the same asset class with the opportunity for
Existing Shareholders to benefit from the continuing recovery in the technology
sector;

•         shifting of the Company's focus from quoted investments to a mixture
of quoted and unquoted investments, thus combining the short-term performance
potential and liquidity of the quoted portfolio with the historically superior
long-term returns available from unquoted investments;

•         the opportunity to increase the exposure to unquoted technology
companies, the valuations of which, in the Board's view, remain attractive;

•         management of the Merged Group's unquoted portfolio by a management
team with experience of investing in and realising profits from unquoted
technology companies;

•         alignment of the interests of the Merged Group's management and
employees with Shareholders' interests through the proposed incentive
arrangements;

•         the ongoing relationship with INVESCO Asset Management, which will be
incentivised to work with the Strathdon Executive Team to achieve good absolute
performance in the quoted portfolio and to improve the rating of the Ordinary
Shares;

•         the generation, through Strathdon's wholly-owned subsidiaries, of
third party income from fund management and advisory activities which will go
towards reducing the costs of managing the Merged Group's investment portfolio
and to creating incremental capital gains;

•         an estimated increase in the Group's total assets from around £11
million to around £21 million and an estimated increase of approximately 70 per
cent. in the Company's issued share capital (based on portfolio valuations as at
30 April 2004), which should, in the future, increase market liquidity in the
Ordinary Shares and potentially lead to an improvement in the rating of the
Ordinary Shares; and

•         the prospect of superior absolute returns for Shareholders over the
longer term.

In addition, the Directors believe that the Merger has been structured in a way
that will result in a number of advantages for the Company, in particular:

•         subject to the issue of the Warrants, the formulae for calculating the
formula asset values of the Company and Strathdon for the purpose of the Merger
are such that the Company's Implementation Costs will be treated as if they were
liabilities of Strathdon and, accordingly, there will be no dilution in the net
asset value of an Existing Share as a result of the Implementation Costs; and

•         the lock-in arrangements with certain Strathdon Shareholders are
designed to facilitate an orderly market in the Ordinary Shares being maintained
after the Merger becomes effective and to align the interests of Strathdon's
management, employees and major investors with the interests of all other
Shareholders.

INFORMATION ON STRATHDON

Members of Strathdon's management team have extensive experience of investing
in, acquiring, developing and exiting from young unquoted technology-based
companies.  Its core executives have between them over 60 years of experience in
the venture capital industry and have played active roles in more than 70
technology businesses.  The team is supplemented by a strong network of
individuals, including investors in Strathdon, many of whom are successful
technology entrepreneurs or investors.

Strathdon has led all but one of its investments and each individual member of
Strathdon's management team will generally sit on a portfolio company's board as
a non-executive director and help to guide the management of the portfolio
company in developing the business, calling on colleagues as relevant.
Strathdon also involves some of its individual shareholders to help mentor and
develop investee companies, and a number of them act as non-executives on
Strathdon portfolio company boards.

The Directors believe that Strathdon has a strong combination of experience
within its management team, an extensive network of relevant contacts and a
consistent focus.  Strathdon's portfolio of companies has made progress through
a challenging period for unquoted technology companies.  As at 30 April 2004,
Strathdon's portfolio of 24 investments was valued, for the purpose of the
Merger, at £11.4 million, being 21.9 per cent. below cost of £14.6 million.
Some indicators of performance are noted below:

•         following Strathdon's initial investments, six companies have
subsequently raised additional funds from third parties at prices above
Strathdon's investment cost, the most recent being a £1 million fundraising by
AMGas in May 2003 which valued Strathdon's equity at over twice Strathdon's
investment cost;

•         several portfolio companies have moved from loss into profit (during
the three months ended 31 March 2004, nine companies achieved profitability and
a further three achieved at least one profitable month during the quarter); and

•         as its portfolio matures, Strathdon has started to realise investments
(for example, in November 2002 Strathdon sold part of its equity in AMG Systems
at 22 times cost, and in March 2003 Strathdon achieved a 28 per cent. IRR from
the sale of Viewscast, a company it had nurtured since first investing in
January 2001; in both cases these realisations were for cash).

Provisions have been made against the cost of investment in a number of younger
companies, but, in most such cases, Strathdon believes that those companies
continue to have potential.  As a result, the board of Strathdon believes that
the majority of the investments in its portfolio are capable of generating
profits.

As at 31 March 2004, Strathdon's unaudited consolidated shareholders' funds were
approximately £104,181.  This relatively low figure is due to the fact that
Strathdon's current capital structure (prior to the intended Strathdon Capital
Reorganisation) is predominantly in the form of loan stock and warrants.  In the
year ended 31 March 2004, Strathdon made a consolidated loss before taxation of
£1.7 million.

OUTLOOK FOR INVESTMENT IN THE TECHNOLOGY SECTOR

The Directors believe that there exist significant investment opportunities in
companies that apply technology-based solutions to business problems and that
the current climate provides strong potential for an experienced and focused
investor such as Strathdon to invest in such situations at attractive
valuations.

The Directors believe that the current climate is favourable for the Proposals,
and represents an excellent opportunity for an experienced sector specialist
investor like Strathdon, for the following reasons:

•         technology markets are recovering, with overall information technology
spending in Europe forecast to grow by 4 per cent. per annum in the years 2004
to 2006, having been in decline in recent years;

•         certain sectors where Strathdon has investment experience are forecast
to grow considerably faster, for example internet services which are forecast to
grow in Europe by about 15 per cent. per annum in the years 2004 to 2006;

•         the Directors and Proposed Directors believe that the Proposals will
allow the Merged Group to pursue opportunities to acquire both portfolios of
investments and individual investments from third parties seeking an exit from
the Merged Group's focus areas; and

•         exit valuations of technology companies have improved:

-          stockmarket valuations have risen sharply from their lows - the FTSE
Information Technology Index rose by 55 per cent.  in the 12 months ended 30
April 2004;

-          the IPO market for technology companies has recovered, with nine
flotations of technology companies on the Official List and AIM in the four
months ended 30 April 2004 compared with six in 2003; and

-          merger and acquisition activity in the sector has increased, often at
substantial premiums to previously quoted prices - for example, Staffware plc
(premium of 40 per cent.) and London Bridge Software Holdings PLC (premium of 54
per cent.).

Furthermore, the Merged Group's strategy of combining quoted and unquoted
investments within a sector focus brings added benefits, including:

•         the ability to balance the portfolio between quoted and unquoted
investments depending upon Strathdon Finance's perceived view of the relative
valuations within each; and

•         the opportunity for knowledge and research on the quoted sector to
influence tactics in the unquoted portfolio, and vice versa.

SUMMARY OF THE PRINCIPAL PROPOSALS

Merger by Way of Recommended Offers

Terms of the Offers

Intelli Corporate Finance Limited is making the Offers, on behalf of the
Company, to Strathdon 'A' Shareholders and Strathdon 'B' Shareholders for
Strathdon Shares in exchange for New Shares and (where relevant) Warrants on the
following bases:

(i)       Strathdon 'A' Shareholders shall receive in respect of their holdings
of Strathdon 'A' Shares:

(a)      their pro rata proportion of such number of New Shares that, for the
purpose of the Offers, has an aggregate FAV equal to the FAV for Strathdon 'A'
Shares; and

(b)      their pro rata proportion of such number of Warrants that, for the
purpose of the Offers, has an aggregate value (calculated in accordance with the
Black-Scholes model) equal to the Implementation Costs; and

(ii)      Strathdon 'B' Shareholders shall receive in respect of their holdings
of Strathdon 'B' Shares, their pro rata proportion of such number of New Shares
that, for the purpose of the Offers, has an aggregate FAV equal to the FAV for
Strathdon 'B' Shares.

The FAV for each New Share shall be the net asset value per Ordinary Share
calculated as at the Valuation Date, save that (i) no deduction shall be made
from the net asset value for any Implementation Costs not yet paid by the
Company as at the Valuation Date and (ii) any Implementation Costs paid by the
Company on or prior to the Valuation Date shall be added back to the net asset
value.

The Implementation Costs are all costs incurred or reasonably expected to be
incurred by the Company in implementing the Proposals (as agreed between the
Company and Strathdon) and shall include, but are not limited to, the costs to
the Company of preparing and posting the documentation relating to the
Proposals, stamp duty and stamp duty reserve tax payable in respect of the
acquisition of the Strathdon Shares under the Offers and advisory and regulatory
fees.  The Implementation Costs are estimated to be approximately £950,000.

The FAV for Strathdon 'A' Shares will be calculated by deducting the amount
representing all actual and contingent liabilities of Strathdon, to the extent
not already taken into account, and an amount equal to the Implementation Costs
from the net asset value of Strathdon calculated as at the Valuation Date, and
then multiplying such amount by the proportion of Strathdon Shares that are
Strathdon 'A' Shares.

The FAV for Strathdon 'B' Shares will be calculated by deducting the amount
representing the Strathdon Liabilities and an amount equal to the Implementation
Costs from the net asset value of Strathdon calculated as at the Valuation Date,
and then multiplying such amount by the proportion of Strathdon Shares that are
Strathdon 'B' Shares.

To facilitate the Merger, Strathdon will first undergo a capital reorganisation
to convert all its securities, including loan stock, options and warrants, into
Strathdon 'A' Shares or Strathdon 'B' Shares.  In calculating the entitlements
of Strathdon's investors to Strathdon 'A' Shares and Strathdon 'B' Shares
pursuant to such capital reorganisation, the Implementation Costs will be deemed
to be a liability attributable to the holders of Strathdon 'A' Shares.  The
Warrants are intended to compensate the holders of Strathdon 'A' Shares in
respect of this deemed liability and, hence, the reason for offering Warrants,
in addition to New Shares, only to holders of Strathdon 'A' Shares.

For illustrative purposes only, the Directors estimate that, if the Valuation
Date had been 30 April 2004, the FAV for Strathdon  'A' Shares would have been
£705,379, the FAV for Strathdon 'B' Shares would have been £6,715,137, the FAV
per New Share would have been 38.427p, as a result of which 19,310,041 New
Shares and 5,708,754 Warrants would have been issued pursuant to the Offers.

Rights Attaching to the New Shares and Warrants

The New Shares will, when issued, be credited as fully paid and shall rank pari
passu in all respects with the Existing Shares.

Each Warrant will confer the right to subscribe for one Ordinary Share at a
price equal to the FAV for each New Share calculated as at the Valuation Date.
Holders of Warrants will be entitled to exercise their subscription rights
yearly between four and eight weeks following publication of the Company's
interim and annual accounts, commencing with the publication of the Company's
interim accounts in 2009 and ending with the publication of the Company's annual
accounts for the financial year ending in 2011.  There are no Warrants currently
in issue.

Conditions to the Offers

The Offers are subject to a number of conditions, including:

(i)       the Strathdon Capital Reorganisation being implemented in accordance
with its terms;

(ii)      valid acceptances being received in respect of not less than 90 per
cent.  of the Strathdon 'A' Shares and not less than 90 per cent. of the
Strathdon 'B' Shares to which the Offers relate;

(iii)     any resolution or resolutions of Shareholders required in connection
with the approval and implementation of the Offers being duly passed at the EGM
(or at any adjournment thereof);

(iv)     the admission of the Existing Shares, the New Shares and the Warrants
to trading on AIM; and

(v)      there being no material breach of any warranty contained in the  deed
of warranty entered into between the Company and certain directors and employees
of Strathdon which contains warranties given by the Company and certain of such
directors and employees regarding certain facts and matters relating to the
Group and the Strathdon Group respectively.

Unless the conditions of the Offers have been satisfied or waived by 5.00 p.m.
on Monday, 28 June 2004 or such later time(s) and/or date(s) (not being later
than 5.00 p.m. on 31 July 2004) as the Company and Strathdon may decide, the
Offers will lapse and the Merger will not proceed.

Lock-in Arrangements for Certain Strathdon Shareholders

Directors and employees of Strathdon (and their spouses, partners and family
members) and those Strathdon Shareholders who are entitled to receive more than
10 per cent.  of the total number of New Shares issued pursuant to the Offers
(the "Major Shareholders") will be restricted from selling their New Shares and
any Warrants during a lock-in period without the prior approval of the Board.
In the case of certain directors and employees of Strathdon (and those connected
to them) providing warranties to the Company in connection with the Merger, this
period will expire 30 days after publication of the audited accounts of the
Company for the financial year ending in 2006.  In respect of the remaining
directors and employees (and those connected to them) and the Major
Shareholders, the lock-in period will be 12 months following the date on which
such New Shares and Warrants are issued.  The restrictions on sale will,
however, not apply in certain circumstances, including in connection with an
offer made for all of the issued share capital of the Company, and will not
prevent the relevant Strathdon Shareholders from selling or undertaking to sell
their New Shares or Warrants to an offeror or potential offeror.

For illustrative purposes only, if the Valuation Date had been 30 April 2004,
the Directors estimate that around 27 per cent. of the Company's enlarged issued
share capital would be subject to the lock-in arrangements referred to above.

Change in Investment Objective and Policy

Following the Merger, the new investment objective for the Merged Group will be
to maximise absolute returns to Shareholders by focusing on emerging companies
whose primary business activities are in technology and technology-related
fields.  The Company will focus on absolute returns rather than comparative
performance against an index although, where relevant, the Company will use the
FTSE Information Technology Index as a benchmark.

Currently, the Company's investment policy is to invest principally in members
of the London Stock Exchange's techMARK market (excluding FTSE 100 Index
constituents), although the Company is also able to invest in other emerging
technology companies quoted on AIM, traded on OFEX or listed on international
stock exchanges.

As Strathdon invests in unquoted technology companies, it is proposed that the
Merged Group's investment policy should allow it to invest in both smaller
quoted and unquoted technology-based companies, including adopting some exposure
within the unquoted investment portfolio to start-up and early-stage companies.
Such quoted and unquoted technology-based companies will be mainly UK-based and
will be selected on the basis of their high growth potential.

It is intended that a majority of the Merged Group's investment portfolio will
consist of investments in unquoted companies.  However, it is expected that
between one-quarter to one-third of the investment portfolio of the Merged Group
will be held in cash (or near-cash investments) or invested in quoted
investments to provide liquidity and for short-term performance, with the
flexibility to move outside these guidelines depending on market conditions.

It is the Board's intention that the Merged Group will not be geared by more
than 25 per cent. of the aggregate gross value of its investment portfolio.  In
practice, it is intended that the aggregate gearing level for the Merged Group
will be managed so that its bank borrowings do not exceed the value of its
quoted portfolio and cash in-hand.

Change in Investment Management Arrangements

Strathdon Finance, which is a wholly-owned subsidiary of Strathdon and which
will become a wholly-owned subsidiary of the Merged Group as a result of the
Merger, will be appointed as the investment manager of the Merged Group's
investment portfolio upon the Offers becoming or being declared unconditional in
all respects and will replace INVESCO Asset Management as the principal
investment manager of the Company.  INVESCO Asset Management has waived its
right to any compensation as a result of the termination of its appointment
under its existing management agreement with the Company.  However, Strathdon
Finance will delegate responsibility for the management of the Merged Group's
quoted investments (apart from unquoted investments first managed by Strathdon
Finance which subsequently become quoted and other special situations) to
INVESCO Asset Management.

Trading on AIM and Cancellation of Listing on Official List

The Merger is regarded as a reverse takeover under the UKLA Listing Rules.  As a
result, the Merger would require the Company to apply, as an investment company,
for its Ordinary Shares to be re-admitted to the Official List.  The UKLA
Listing Rules require that, to be suitable for listing on the Official List, an
investment company must be a "passive investor".  The Board believes that in
order for the Company to comply with this requirement following the Merger,
Strathdon's management team would have to modify its investment approach and
such modification would be detrimental to the management of the Merged Group's
unquoted portfolio.  Accordingly, with a view to maximising absolute returns to
Shareholders, the Board has concluded that it would be more appropriate for the
Ordinary Shares and Warrants to be traded on AIM following the Merger rather
than on the Official List.

The Directors and Proposed Directors believe that the benefits of admission to
trading on AIM include the following:

•         AIM imposes fewer limits on the ability of the Merged Group to
actively manage its unquoted investment portfolio than a listing on the Official
List, which is likely to allow for better management of the performance and risk
exposure of the unquoted investment portfolio;

•         recent research by independent firms has indicated that there is an
increasing trend of companies opting to join AIM rather than the Official List
and, in respect of smaller companies, this, in turn, is attracting a higher
level of institutional interest in AIM rather than the Official List; and

•         having regard to its size and activities, the Board expects the Merged
Group to receive more investor attention on AIM than it would receive if
admitted to the Official List.

Applications will be made to the UKLA to cancel the listing of the Existing
Shares and to the London Stock Exchange for the Existing Shares, New Shares and
Warrants to be admitted to trading on AIM, each conditional upon the Merger
being implemented.

It is expected that, if the Proposals become effective and the Offers are
declared unconditional, dealings in the Existing Shares, New Shares and Warrants
on AIM will commence at 8.00 a.m. on Monday, 28 June 2004.  The current listing
of the Existing Shares on the Official List will be cancelled at the same time.

Loss of Investment Trust Status

If the Ordinary Shares cease to be listed on the Official List, the Company will
no longer qualify for investment trust status under section 842 of the Income
and Corporation Taxes Act 1988.  The main effect is that the Company will no
longer enjoy any exemption from corporation tax on chargeable gains in respect
of disposals of investments.  The Board, however, does not consider that this
will have any impact on the Company in the short term as both the Company and
Strathdon have accumulated substantial losses from their early years of
investment which the Board anticipates will be available to offset any taxable
gains in the short to medium term.

If the Offers become or are declared unconditional in all respects, the Company
will not apply for investment trust status in respect of its financial year
ended 31 December 2003.

Incentive Arrangements for Employees

At present, the Strathdon Group has nine employees.  Following the
implementation of the Merger, these individuals will become employees of the
Merged Group.  Certain consultants of Strathdon will also continue to provide
consultancy services to Strathdon Management and/or Strathdon Finance.

The Board believes that, with the objective of enhancing value for Shareholders,
the Merged Group must establish appropriate arrangements to incentivise, reward
and encourage the retention of these employees and consultants.  The Board
considers that employee share ownership plays a key role in enhancing the
motivation, accountability and retention of employees and consultants and,
accordingly, intends to establish the Share Option Scheme for employees and
consultants.  The objective of the Share Option Scheme is to provide rewards
only for good absolute performance, in terms of net asset value, over a period
of five years.

Under the Share Option Scheme, up to 12.5 per cent.  of the nominal value of the
Company's issued share capital after the Issue will be set aside in order to
satisfy the exercise of share options granted to employees and consultants under
the Share Option Scheme.  Options will be granted with an exercise price equal
to 105 per cent.  of the FAV per New Share as at the Valuation Date.  The extent
to which options may be exercised will vary depending on the growth in the
Company's fully diluted net asset value per Ordinary Share following the Issue
and the Company's Total Expense Ratio.  No options will vest if the annual
growth in the fully diluted net asset value per Ordinary Share is less than 8.0
per cent. per annum over the relevant period.  100 per cent. of the options will
only vest if the annual growth in the fully diluted net asset value per Ordinary
Share is at least 20.0 per cent. per annum over the relevant period.

Introduction of New Investors

INVESCO Asset Management has agreed to work with the Merged Group and the
Company's broker in pro-actively promoting the Company with the aim of
significantly improving the price at which the Ordinary Shares trade relative to
their net asset value.  INVESCO Asset Management will receive a fee from the
Company for these services with the level of the fee being determined by the
level of discount at which the Ordinary Shares trade.

Changes to the Board

If the Proposals are implemented, Christopher Batterham and Valentine Feerick
will resign from the Board while Andrew Firth will continue as non-executive
chairman, and Stephen Cockburn will continue to act as a non-executive director,
of the Company.  Hugh Stewart, who is an existing executive director of
Strathdon, will be appointed as chief executive of the Company and Simon Hunt
and Malcolm Williams, who are currently non-executive directors of Strathdon,
will also be appointed as non-executive directors of the Company.  Further
information on the continuing and proposed Directors is set out at the end of
this announcement.

VOTING INTENTIONS AND IRREVOCABLE UNDERTAKINGS

Shareholders (including Directors) holding, in aggregate, 10,352,283 Ordinary
Shares, representing 37.7 per cent. of the issued share capital of the Company,
have indicated in writing that they will vote in favour of all the resolutions
to be proposed at the EGM.

The directors of Strathdon are recommending that Strathdon Shareholders should
vote in favour of the Strathdon Capital Reorganisation and accept the Offers.

Holders of more than 75  per  cent.  of each class of securities issued by
Strathdon have irrevocably undertaken to vote in favour of the Strathdon Capital
Reorganisation.

Furthermore, the Company has received irrevocable undertakings to accept the
Offers from persons whose existing holdings of securities in Strathdon would
(pursuant to the Strathdon Capital Reorganisation), in aggregate, represent more
than 90 per  cent. of the Strathdon 'A' Shares and more than 90 per cent. of the
Strathdon 'B' Shares.

EXPECTED TIMETABLE
                                                                                                         2004
Valuation Date                                                            as at 5.00 p.m. on Tuesday, 22 June
Extraordinary General Meeting                                                 3.00 p.m. on Wednesday, 23 June
Class meetings and extraordinary general meeting of Strathdon

                                                                         from 3.00 p.m. on Wednesday, 23 June
Strathdon Capital Reorganisation becomes effective                           pre-8.00 a.m. on Monday, 28 June
Offers declared unconditional subject only to Admission (if all
other conditions are satisfied or waived)
                                                                             pre-8.00 a.m. on Monday, 28 June
Dealings commence in Existing Shares, New Shares and Warrants on
AIM and listing of Existing Shares on Official List is cancelled


                                                                                 8.00 a.m. on Monday, 28 June
Change of name of Company to "Strathdon Investments plc"                                      Monday, 28 June

DEFINITIONS

The following definitions apply throughout this announcement unless the context
requires otherwise:

"AIM"                                  the Alternative Investment Market operated and regulated by the London Stock
                                       Exchange
"AIM Admission Document"               the document, dated 28 May 2004, produced pursuant to the AIM Rules which
                                       contains full details on the Proposals and the notice covening the EGM and which
                                       is being posted to Shareholders today
"Board" or "Directors"                 the directors of the Company or, where the context permits, the board of
                                       directors of the Company (or any duly authorised committee of such board)
"Company"                              INVESCO techMARK Enterprise Trust plc
"Existing Shareholders"                holders of Existing Shares
"Existing Shares"                      the Ordinary Shares in issue as at the Valuation Date
"EGM"                                  the extraordinary general meeting of the Company to be held at 30 Finsbury
                                       Square, London EC2A 1AG, at 3.00 p.m. on Wednesday, 23 June 2004, or any
                                       adjournment of that meeting
"FAV"                                  the formula asset value of (i) each New Share, (ii) the Strathdon 'A' Shares or
                                       (iii) the Strathdon 'B' Shares (as the case may be), calculated in each case in
                                       accordance with the relevant formula (and subject to the notes) set out in the
                                       AIM Admission Document
"Group"                                the Company and its subsidiary undertakings as at the date of this announcement
"Implementation Costs"                 all costs incurred or expected to be incurred by the Company in implementing the
                                       Proposals, including irrecoverable VAT
"INVESCO Asset Management"             INVESCO Asset Management Limited
"Issue"                                the allotment and issue of New Shares and Warrants under the Offers
"London Stock Exchange"                London Stock Exchange plc
"Merged Group"                         on the basis that the Merger has become effective, the Group as enlarged by the
                                       Strathdon Group
"Merger"                               the proposed merger of the Company and Strathdon Investments Limited as
                                       described in this announcement
"New Shares"                           the new ordinary shares of 5p each in the capital of the Company to be issued in
                                       connection with the Merger
"Offers"                               the offers by Intelli Corporate Finance Limited, on behalf of the Company, to
                                       acquire all of the Strathdon Shares, comprising the offer for the Strathdon 'A'
                                       Shares and the offer for the Strathdon 'B' Shares
"Official List"                        the Official List of the UKLA
"Ordinary Shares"                      ordinary shares of 5p each in the capital of the Company
"Proposals"                            the Offers and other proposals referred to in this announcement regarding the
                                       future of the Company
"Proposed Directors"                   the directors of Strathdon who will, following implementation of the Proposals,
                                       become directors of the Company
"Share Option Scheme"                  the new employees' share scheme to be adopted by the Company in connection with
                                       the implementation of the Proposals
"Shareholders"                         holders of Ordinary Shares
"Strathdon"                            Strathdon Investments Limited
"Strathdon 'A' Shareholders"           holders of securities in Strathdon who will hold Strathdon 'A' Shares pursuant
                                       to the Strathdon Capital Reorganisation
"Strathdon 'A' Shares"                 'A' ordinary shares of 1p each in the capital of Strathdon to be issued or
                                       unconditionally allotted pursuant to the Strathdon Capital Reorganisation
"Strathdon 'B' Shareholders"           holders of securities in Strathdon who will hold Strathdon 'B' Shares pursuant
                                       to the Strathdon Capital Reorganisation
"Strathdon 'B' Shares"                 'B' ordinary shares of 1p each in the capital of Strathdon to be issued or
                                       unconditionally allotted pursuant to the Strathdon Capital Reorganisation
"Strathdon Capital Reorganisation"     the proposed reorganisation of Strathdon's share capital pursuant to which all
                                       loan notes, warrants and options in Strathdon will be converted into, inter
                                       alia, Strathdon Shares
"Strathdon Finance"                    Strathdon Finance Limited, a wholly-owned subsidiary of Strathdon
"Strathdon Group'                      the group of companies comprising Strathdon and its subsidiaries Strathdon
                                       Management, Strathdon Finance and Strathdon Trustee Limited
"Strathdon Liabilities"                the outstanding and contingent liabilities of Strathdon which include, but are
                                       not limited to, the costs and expenses incurred and to be incurred by Strathdon
                                       in respect of the Strathdon Capital Reorganisation and the Merger (including any
                                       irrecoverable VAT thereon)
"Strathdon Management"                 Strathdon Management Limited, a wholly-owned subsidiary of Strathdon
"Strathdon Shareholders"               holders of Strathdon Shares
"Strathdon Shares"                     Strathdon 'A' Shares and/or Strathdon 'B' Shares, as the context may require
"Total Expense Ratio"                  the total expenses of the Company expressed as a percentage of its net assets
"UKLA"                                 the Financial Services Authority acting in its capacity as the competent
                                       authority for the purposes of Part VI of the Financial Services and Markets Act
                                       2000
"Valuation Date"                       the date in respect of which the individual assets and liabilities of the
                                       Company and Strathdon are calculated for the purpose of determining the FAVs for
                                       each New Share, for Strathdon 'A' Shares and for Strathdon 'B' Shares (as the
                                       case may be), which is expected to be Tuesday, 22 June 2004
"Warrants"                             the warrants to subscribe for Ordinary Shares to be issued to Strathdon
                                       Shareholders in connection with the Proposals

BACKGROUND INFORMATION ON CONTINUING AND PROPOSED DIRECTORS

Andrew Firth (Chairman) (age 38) was managing director of Egg Investments until
January 2004.  He was part of the founding management team of Egg plc in 1998
and part of the IPO team in 2000.  Prior to joining Prudential plc in 1996 he
was with the technology consultants, Accenture plc (formerly Andersen
Consulting). Andrew has been a non-executive director of the Company since April
2001, and chairman since November 2002. He has an MBA from Cranfield School of
Management.

Stephen Cockburn (age 64) has been executive deputy chairman of Fiske plc (a
firm of stockbrokers and investment managers quoted on AIM) since June 2002. He
has been the managing director of The Investment Company plc since 1994 and is a
non-executive director of Associated British Engineering plc. He is currently a
director of a number of investment trust companies, including Jove Investment
Trust plc, New Fulcrum Investment Trust plc, Dartmoor Investment Trust plc and
Geared Opportunities Income Trust plc.

Hugh Stewart (age 50) has over 20 years' experience in venture capital, largely
with the Electra group of businesses prior to his founding Strathdon.  In 1983,
he joined Electra Investment Trust plc, a self-managed trust.  He later moved to
Electra Innvotec Limited, a subsidiary of the management company of Electra
Investment Trust plc, when it was formed in 1989.  He has invested in more that
30 businesses and in the last 15 years has focused exclusively on technology
companies.  Before joining Electra he spent seven years in industry in general
management, marketing and planning.  He holds an Economics degree and an MBA
with distinction from INSEAD.  He is currently the chief executive of Strathdon
and will become chief executive of the Merged Group on completion of the Merger.

Following the Offers becoming or being declared unconditional in all respects,
the existing service contract between Strathdon and Hugh Stewart dated 13
February 2003 will be assigned by Strathdon to Strathdon Management and shall be
amended such that Mr Stewart shall be entitled to receive a basic annual salary
of £115,000 plus life assurance, medical insurance and permanent health
insurance cover.  Mr Stewart can elect to be provided with a company car, but
his basic salary will be reduced by the employer's cost of providing the car.
Mr Stewart will be eligible to participate in the Share Option Scheme.  Mr
Stewart's employment may be terminated on six months' notice being given by
either party to the other.

Simon Hunt (age 53) will be appointed as a non-executive director of the Company
on completion of the Merger. He has over 20 years' experience in venture capital
and corporate finance, predominantly with technology businesses. Having started
as a corporate lawyer, he was a venture capital manager with Gartmore Investment
Management Limited for four years.  He is currently a director of Fitzmaine plc.
He was previously a partner in the private equity and corporate finance company,
Shamrock Partners Limited. He is also a non-executive director of Strathdon.

Malcolm Williams (age 56) will be appointed as a non-executive director of the
Company on completion of the Merger. In March 2004, he retired from the position
of chief operating officer of Allianz Private Equity Holdings Limited, but
continues as a consultant. He joined Kleinwort Benson Limited in London in 1966
and has worked throughout his career in the international financing business of
the group, concentrating specifically on Europe and Asia.  In 1998 he became
chief operating officer of Dresdner Kleinwort Capital, the private equity arm of
the Dresdner Bank group and, most recently, was responsible for the integration
of the private equity business of Allianz A.G. and the Dresdner Bank Group into
Allianz Private Equity Holdings Limited. He serves on a number of boards and
investment committees, both internal and external, to the Allianz Private Equity
business. He is currently a non-executive director of Strathdon.

Enquiries:

Adam Cooke/Tim Mitchell       INVESCO Asset Management Limited     020 7065 4000
Gordon Neilly/Darren Willis   Intelli Corporate Finance Limited    020 7653 6300
Andrew Sutcliffe              Durlacher Limited                    020 7459 3600

Intelli Corporate Finance Limited has approved this announcement, which has been
issued by INVESCO techMARK Enterprise Trust plc, solely for the purposes of
section 21 of the Financial Services and Markets Act 2000.  Intelli Corporate
Finance Limited, which is regulated by the Financial Services Authority, is
acting for INVESCO techMARK Enterprise Trust plc and for no one else in
connection with the Proposals and will not be responsible to anyone other than
INVESCO techMARK Enterprise Trust plc for providing the protections afforded to
customers of Intelli Corporate Finance Limited or for affording advice in
relation to the Proposals.

Durlacher Limited, which is regulated by the Financial Services Authority and a
member of the London Stock Exchange, is INVESCO techMARK Enterprise Trust plc's
Nominated Adviser and Broker for the purpose of the AIM Rules and is acting
exclusively for INVESCO techMARK Enterprise Trust plc in connection with
Admission.  Durlacher Limited will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Durlacher Limited
or for advising in relation to the Proposals.  Its responsibilities as the
Company's Nominated Adviser under the AIM Rules are owed solely to the London
Stock Exchange and are not owed to the Company or any current or proposed
Director. No representation or warranty, express or implied, is made by
Durlacher Limited as to the contents of this document (without limiting the
statutory rights of any person to whom this document is issued).






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