NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, REPUBLIC OF
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VIOLATION OF THE RELEVANT LAWS OR REGULATIONS A RESTRICTED JURISDICTION
9 July 2009
Manchester & London Investment Trust PLC
acquisition of
Osprey Smaller Companies Income Fund Limited
Acquisition completed and minority interests compulsorily acquired
On 29 May 2009, the recommended Offer by Manchester & London Investment Trust
PLC ("MLIT") for the whole of the issued share capital of Osprey Smaller
Companies Income Fund Limited ("Osprey") was declared unconditional in all
respects.
Levels of Acceptances and compulsory acquisition
As at close of business on 2 July 2009 when the compulsory acquisition notice
became effective MLIT had received valid acceptances in respect of 10,391,916
Osprey shares representing 98.45 per cent. of the current issued share capital
of Osprey.
MLIT, having received acceptances of the recommended Offer in respect of over
90 per cent. or more of the Ordinary Shares to which the Offer relates, has
exercised its rights pursuant to the provisions of sections 336 to 338
(inclusive) of the Companies (Guernsey) Law 2008 (as amended) and has
compulsorily acquired the remaining Osprey Shares in issue. Accordingly, MLIT
now holds 100% of the Osprey Shares in issue and the Offer is no longer capable
of acceptance.
Dissenting Osprey Shareholders
MLIT has issued 54,850 New MLIT Shares as consideration for the Osprey Shares
which have been compulsorily acquired. These New MLIT Shares will be held for
the benefit of the former Osprey Shareholders by Computershare Investor
Services PLC.
Any such former Osprey Shareholders should write to Computershare Investor
Services, Dissenters Section, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ,
enclosing the Osprey Share certificate if the holding was in certificated form,
together with a covering letter requesting delivery of the New MLIT Shares to
which they are entitled. If they are unable to locate the certificate(s) they
will need to contact Computershare Investor Services at the above address and
apply for a Letter of Indemnity which will then be issued to them for
signature.
If the Osprey Shares were originally held in CREST, the holders will need to
forward a covering letter requesting delivery of the new MLIT shares to which
they are entitled. If the former Osprey Shareholder is a company, it should
ensure that its letter bears two signatures quoting the capacity in which it is
signed and also the company seal.
MLIT's issued share capital
In total MLIT has issued 3,558,617 New MLIT Shares as consideration under the
Offer and it now has 17,504,955 Ordinary Shares of 25p each in issue with ISIN:
GB0002258472.
Enquiries:
Manchester & London Investment Trust PLC Tel: 0161 242 2895
Peter Stanley
www.manchesterandlondon.co.uk
Midas Investment Management Limited (fund manager to MLIT and Osprey)Tel: 0161 242 2895
Mark Sheppard
Fairfax I.S. PLC Tel: 020 7598 5368
David Floyd, Gillian McCarthy, Andrew Cox
Further Information
Unless otherwise defined in this announcement, capitalised words and phrases
used herein have the same meanings given to them in the document dated 5 May
2009 containing the Offer (the "Offer Document").
Fairfax I.S. PLC is acting for MLIT and no-one else in connection with the
Offer and will not be responsible to anyone other than MLIT for providing the
protections afforded to clients of Fairfax or for providing advice in relation
to the Offer.
The persons responsible for this announcement are the MLIT Directors. To the
best of the knowledge and belief of the MLIT Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
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Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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