ITY Invesco Tokyo

    PROPOSALS FOR THE RECONSTRUCTION OF                      
                            INVESCO TOKYO TRUST PLC                            

INTRODUCTION

The Board of INVESCO Tokyo Trust ("ITT") became aware earlier this year that
certain significant investors do not wish to continue to remain invested in the
Company's shares until the anticipated continuation vote in 2004. The Board and
its advisers have therefore held discussions with a number of the Company's
major shareholders and have developed proposals ("Proposals") which provide a
range of alternative investment opportunities which are intended to satisfy the
requirements of different investors. The Proposals envisage ITT being placed
into members' voluntary liquidation and Shareholders being offered the
opportunity pursuant to a Scheme of Arrangement under the provisions of section
110 of the Insolvency Act, 1986 ("Scheme") to:-

  * roll over their investment in the Company, in a low-cost, tax-efficient and
    flexible manner, into Perpetual Japanese Investment Trust plc ("PJIT") an
    existing investment trust; and/or
   
  * receive cash.
   
In addition, certain eligible Shareholders electing to receive cash will be
given the further option of re-investing such cash in the INVESCO Japan Alpha
Fund (the "Japan Alpha Fund"), a new open-ended fund investing in Japan.

Under the Proposals, Warrantholders in ITT will be allocated new warrants to be
issued by PJIT.

The Proposals require the approval of Shareholders and Warrantholders.
Accordingly, notices convening two extraordinary general meetings of ITT ("EGMs
") and a separate class meeting of Warrantholders to approve the Proposals and
to place ITT into members' voluntary liquidation respectively will be posted to
Shareholders and Warrantholders in due course. The Board has been advised that
Shareholders representing over 38 per cent. of the issued Ordinary Shares of
ITT have indicated that they intend to vote in favour of the Proposals at those
meetings.

THE PROPOSALS

Options Available to Shareholders

Under the Proposals, ITT will be placed into members' voluntary liquidation and
Shareholders will be able to elect to roll over their entitlement to the
Company's net assets, after providing for all of its liabilities (including
contingent liabilities and the costs of implementing the Proposals), into new
ordinary shares in PJIT; and/or to receive cash.

In addition, certain eligible Shareholders electing to receive cash may make a
further election to re-invest such cash in the Japan Alpha Fund, a new
Dublin-listed open-ended fund investing in Japan to be established in Ireland
as a sub-fund of Alpha Portfolios plc.

Shareholders who do not make a valid election under the Scheme will be deemed
to have elected to receive PJIT Shares.

Treatment of Warrantholders

The Warrants are "out of the money" (i.e. the subscription price is higher than
the net asset value per share that would be attributable to Shareholders on a
liquidation of ITT). In such circumstances, pursuant to the Terms of the
Warrants, Warrantholders will have no entitlement to participate in ITT's
assets in a liquidation and all their rights will lapse. However, the Board
recognises that the Warrants do not expire until 28 days after the Annual
General Meeting of ITT held in respect of the year ending 31 May 2004, and it
is proposed accordingly that Warrantholders will be allocated new warrants in
PJIT on terms and with rights similar to the existing ITT Warrants.

Apportionment of ITT's Net Assets on Liquidation

On liquidation, ITT's net assets, after providing for all of its liabilities
(including contingent liabilities and the costs of the Scheme and the issue of
PJIT Shares and Warrants pursuant thereto), will be transferred to PJIT or paid
out in cash in proportions that reflect the elections made by Shareholders
under the Scheme.

INVESCO Asset Management Limited has agreed to waive its potential entitlement
to a termination fee under the Investment Management Agreement in respect of
those shareholders electing for PJIT Shares or re-investing cash into Japan
Alpha.

Costs

The PJIT Shares and Warrants will be issued without payment of any commission,
brokerage or initial charge.

The costs of implementing the Proposals are not expected to exceed 2.3 per
cent. of ITT's net assets as at the close of business on 13 August 2002.

Calculation of Value for Purposes of the Proposals

Shareholders electing for PJIT will receive new PJIT Shares to a value equal to
the residual net asset value of their ITT Shares. For these purposes, ITT's net
assets attributable to Ordinary Shares, after providing for all of the
Company's liabilities (including contingent liabilities and the costs of
implementing the Proposals) will be valued at their net asset value as at the
relevant calculation date established under the Scheme (the "Calculation Date
"). New PJIT Shares issued under the Scheme will be issued at the net asset
value per PJIT Share (or, if higher, 90 per cent. of the middle market price of
a PJIT Share) as at the Calculation Date.

1.5% will be deducted from the residual net asset value attributable to the ITT
Shares in respect of which elections to receive cash are made, in order to
partially compensate those Shareholders wishing to remain invested or for the
status quo for their proportion of the costs of realising assets and the
expenses of the transaction. The amount of the exit discount will, in respect
of Shareholders electing for reinvestment in the Japan Alpha Fund, be applied
in purchasing additional Japan Alpha Fund Shares on behalf of those
Shareholders pro rata to their elections. The balance of the exit discount will
be paid in cash to PJIT for the benefit of all its shareholders, including
those ITT Shareholders who have elected to receive PJIT Shares.

Taxation

The Proposals should be tax-efficient in that they should enable Shareholders
electing for PJIT to roll over their investment in ITT into their new PJIT
shares without the crystallisation of any liability to UK taxation of
chargeable gains. Shareholders electing for cash (with or without reinvestment
in the Japan Alpha Fund) will, however, have disposed of their ITT Shares and
will thereby crystallise a capital gain or loss for the purposes of UK
taxation. Warrantholders will be treated as disposing of their Warrants in ITT
on receipt of their new Warrants in PJIT, and will likewise crystallise a
capital gain or loss for the purposes of UK taxation. The tax implications of
the Proposals will be summarised in more detail in a circular to be issued to
Shareholders in due course. The above discussion of the tax treatment assumes
that the Shareholder (or Warrantholder) is within the scope of UK taxation of
chargeable gains and holds his ITT shares (or Warrants) as an investment.
Different treatment will apply to other Shareholders (or Warrantholders) such
as brokers and dealers. Non-UK residents may be subject to tax in their country
of residence.

Conditions

Applications will be made to the UK Listing Authority for the PJIT Shares and
Warrants to be issued under the Scheme to be admitted to the Official List and
for such Shares and Warrants to be admitted to trading on the London Stock
Exchange.

Implementation of the Proposals is conditional, inter alia, on (i) the passing
of an ordinary resolution authorising the issue of PJIT Shares and Warrants
pursuant to the Scheme at an extraordinary general meeting of PJIT, (ii) the UK
Listing Authority agreeing to admit the PJIT Shares and Warrants to be issued
under the Scheme to the Official List and the London Stock Exchange agreeing to
admit such shares to trading (subject, in the case of each such admission, only
to the allotment of such shares), (iii) the proposals being approved by ITT
Shareholders and Warrantholders at the EGMs and Warrantholder meeting referred
to above, (iv) receipt of confirmation from the Board of the Inland Revenue
that the provisions of section 136 of the Taxation of Chargeable Gains Act,
1992 (roll-over relief) will not be prevented from applying to the Proposals by
virtue of section 137 of such Act and (v) receipt of confirmation from the
Board of the Inland Revenue that no notice under section 703 Income and
Corporation Taxes Act 1988 (cancellation of tax advantages from certain
transactions in securities) ought to be given in respect of the transactions
involved in implementing the Proposals. If any of those conditions are not
fulfilled, then the Proposals will not be implemented and the Board of ITT will
consider whether ITT should continue, or be placed into voluntary liquidation
and/or should be unitised.

PJIT

Introduction

The investment objective of PJIT is the same as that of ITT, namely to achieve
long-term capital growth from investment primarily in Japanese companies. The
Manager of PJIT, as with ITT, is an AMVESCAP Group company.

The Management Team and their Investment Approach

PJIT is managed by the AMVESCAP Group's Japanese equities investment team based
in Henley-on-Thames. This management team is led by Paul Chesson, who joined
Perpetual Portfolio Management Limited (a subsidiary of Perpetual plc, which
was acquired by AMVESCAP plc in December 2000) in 1993. Paul Chesson is
assisted by Tony Roberts, who joined Perpetual Portfolio Management Limited in
April 2000. The management team has, between them, more than 16 years'
experience in managing Japanese equity portfolios. Paul Chesson was appointed
as head of Perpetual Portfolio Management Limited's Japanese department, and
lead manager of PJIT, in January 2000.

The management team's investment style is bottom-up stock picking, but with a
macro-economic overlay. The management team looks for undervalued earnings
streams in any segment of the Japanese market and, accordingly, it does not
describe its investment style as being one of value, growth or growth at a
reasonable price, its style being a mixture of these three investment
approaches. The management team believes that it is necessary to have a strong
macro-economic view on the basis that the Japanese stockmarket's perception of
a share's "cheapness" will be influenced by cyclical factors and that this can
be critical from an investment timing point of view.

PJIT Performance

As can be seen from the table below, PJIT's performance has been good relative
to the peer group since the current management took over the fund in January
2000.

                       % change from 31/01/00 to 31/07/ Rank in AITC Japan     
                       02                               sector                 
                                                                               
PERPETUAL JAPAN        -46.48%                          2nd / 7                

Source: Datastream

Further Information on PJIT

Holders of PJIT Shares will be given the opportunity to vote on the future of
PJIT at its annual general meeting in 2003 and at every fifth annual general
meeting thereafter. If, at any such annual general meeting, holders of PJIT
Shares do not approve the continuation of PJIT as an investment trust for the
following five years, PJIT's directors will be obliged to bring forward
proposals, within four months of the relevant annual general meeting, for the
reconstruction of PJIT. Any such proposals must include a cash alternative.

Effect of the Scheme on PJIT

The consideration for the issue of the new PJIT Shares will be the transfer to
PJIT of an appropriate proportion of the assets of ITT in accordance with the
terms of the Scheme. Based on the respective unaudited net assets of ITT and
PJIT at the close of business on 13 August 2002, it is estimated that, if all
the holders of ITT Shares elect to receive PJIT Shares in respect of their
entire holdings, 76.2 million PJIT Shares would be issued under the Scheme in
exchange for the Company transferring to PJIT assets with a value of
approximately �32.4 million. This would increase PJIT's net assets to
approximately �62.2 million.

PJIT's directors believe that the increase in PJIT's net assets that should
arise as a result of its participation as a "roll-over" option under the Scheme
should result in:-

  * a lower total expense ratio for PJIT going forward;
   
  * greater liquidity in the PJIT Shares, potentially resulting in a reduction
    in the discount at which they trade relative to their net asset value; and
   
  * PJIT having greater flexibility, if the PJIT Shares are trading at a
    significant discount to their net asset value, to purchase PJIT Shares for
    cancellation, thereby enhancing the net asset value of the remaining PJIT
    Shares.
   
PJIT Warrants

Currently, PJIT has no outstanding warrants in issue. Under the Proposals, PJIT
will issue PJIT Warrants to the Warrantholders in ITT whose rights lapse
because of the implementation of the Proposals. The terms of the PJIT Warrants
are intended, so far as is possible and subject to relevant legal requirements
and stock exchange rules, to put Warrantholders substantially in the same
position after implementation of the Proposals as they were in prior to
implementation of the Proposals, save that they will hold warrants to subscribe
for shares in PJIT rather than ITT.

INVESCO JAPAN ALPHA FUND

The Japan Alpha Fund is a new open ended fund to be established as a new
sub-fund of Alpha Portfolios plc, an existing Irish-resident multi-class
umbrella investment company ("Alpha Portfolios"). The Japan Alpha Fund will
seek to achieve absolute returns principally through investment in Japan. This
fund will have a minimum subscription level of Euro125,000 and will be an
unregulated collective investment scheme for the purposes of the UK Financial
Services and Markets Act, 2000. Accordingly, an investment in the Japan Alpha
Fund will not be suitable for all ITT Shareholders and, indeed, participation
in the Japan Alpha Fund will not be possible for many ITT Shareholders.

As the Japan Alpha Fund will have a minimum subscription level of Euro125,000,
thereby qualifying as a professional investment scheme under the regulations of
the Central Bank of Ireland ("CBI"), the requirements of the CBI which are
deemed necessary for the protection of retail investors, in particular the
conditions set down by the CBI in relation to investment and leverage, do not
apply to Alpha Portfolios.

Alpha Portfolios is an unregulated collective investment scheme, the promotion
of which is restricted by section 238 of the Financial Services and Markets Act
2000 (the "FSMA"). Potential investors in the United Kingdom are advised that
all, or most, of the protections afforded by the United Kingdom regulatory
system will not apply to an investment in the Japan Alpha Fund and that
compensation will not be available under the United Kingdom Investors
Compensation Scheme.

Shareholders electing for re-investment in the Japan Alpha Fund will have
disposed of their ITT Shares, thereby crystallising a gain or loss for the
purposes of UK taxation and no roll-over relief will be available for such
Shareholders. The disposal consideration taken into account in computing any
such Shareholder's gain or loss will include not only the cash received and so
reinvested, but also the value of the additional Japan Alpha Fund Shares
purchased on behalf of such Shareholder in application of the ITT exit discount
as described above.

BENEFITS OF THE PROPOSALS

The Directors believe that the Proposals will satisfy the different
requirements of Shareholders as a whole. In particular:-

  * the Proposals offer all Shareholders a range of alternatives:-
   
  * ongoing exposure to Japanese equities in an INVESCO managed fund; and/or
   
  * cash;
   
  * certain eligible Shareholders will have the further options of:-
   
  * an investment strategy aimed at achieving returns relative to an equity
    index benchmark (PJIT) or aiming for absolute returns (Japan Alpha Fund);
   
  * closed-end structure (PJIT) and/or open-ended structure (Japan Alpha Fund);
   
  * the Proposals are flexible, allowing Shareholders to make different
    elections in respect of parts of their holdings;
   
  * the Directors estimate that, if the Proposals had become effective on 13
    August 2002, the estimated costs of implementing the Proposals, not
    expected to exceed �775,000 would have been equivalent to 2.3 per cent. of
    ITT's net assets as at the close of business on that date. The costs of a
    liquidation are estimated to be broadly similar:-
   
  * to the extent that ITT's assets are transferred to PJIT at closing prices
    with reduced dealing costs, there are cost savings for both ITT and PJIT
    under the Scheme, compared with the prices that could otherwise be obtained
    for the assets of ITT in a liquidation; and
   
  * no commissions, brokerages or initial or redemption charges will be payable
    by Shareholders in connection with the issue of PJIT Shares or warrants
    under the Scheme;
   
  * the Proposals should be tax-efficient for those Shareholders electing to
    receive new PJIT Shares in that they should enable such Shareholders to
    roll over their investment without the crystallisation of any liability to
    UK taxation of chargeable gains.
   
EXTRAORDINARY GENERAL MEETINGS

The Proposals require the approval of Shareholders at two extraordinary general
meetings of ITT and the approval of Warrantholders at a separate class meeting.
Notices convening these meetings and the class meeting of warrantholders will
be contained in a circular which will be posted to Shareholders and
warrantholders shortly. The Board has been advised that holders of over 38 per
cent. of the issued Ordinary Shares in ITT have indicated that they intend to
vote in favour of the Proposals. The Proposals also require the approval of
Shareholders in PJIT.

ENQUIRIES

Graeme Proudfoot        INVESCO Asset Management Limited          020 7626 3434
                                                                               
Angus Gordon Lennox     Cazenove & Co. Ltd.                       020 7825 9880

15 August 2002



END

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