Compulsory Acquisition of Shares

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 SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS A RESTRICTED JURISDICTION 1 June 2009 Recommended offer by Manchester & London Investment Trust PLC to acquire the entire issued and to be issued share capital of Osprey Smaller Companies Income Fund Limited Compulsory acquisition of minority On 5 May 2009, the boards of Manchester & London Investment Trust PLC ("MLIT") and Osprey Smaller Companies Income Fund Limited ("Osprey") announced the proposed merger of MLIT and Osprey to be effected by way of a recommended offer (the "Offer") to acquire the entire issued, and to be issued, share capital of Osprey. Levels of Acceptances As at 1.00 p.m. (BST) today MLIT had received valid acceptances in respect of 9,585,021 Osprey shares representing 90.8 per cent. of the current issued share capital of Osprey. Compulsory acquisition MLIT, having received acceptances under the recommended Offer in respect of over 90 per cent. or more of the Ordinary Shares to which the Offer relates, is exercising its rights pursuant to the provisions of sections 336 to 338 (inclusive) of the Companies (Guernsey) Law 2008 (as amended) which will entitle MLIT to compulsorily acquire the remaining Ordinary Shares in issue. The compulsory acquisition notices are being posted to the remaining Osprey Shareholders tomorrow (2 June 2009) and any such remaining Shares will be transferred to MLIT on 2 July 2009. The Offer closes at 1.00 p.m. on 9 June 2009 and may or may not be extended. Acceptance of the Offer by 9 June 2009 will result in accepting Osprey Shareholders receiving their New MLIT Shares sooner than would be the case if such persons await the completion of the compulsory acquisition procedure. Acceptance Procedure Osprey Shareholders who have not already done so are urged to accept the recommended Offer by 1.00 p.m. on 9 June 2009. Holders of Osprey Shares in certificated form who are eligible to do so can accept the Offer in respect of such shares by completing and returning a Form of Acceptance in accordance with the procedure set out in paragraph 10 of Part 2 on pages 15 to 18 of the Offer Document as soon as possible to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or (during normal business hours only) by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE and, in any event, so as to be received by 1.00 p.m. (BST) on 9 June 2009. Holders of Osprey shares in certificated form, but under different designations, should complete a separate Form of Acceptance for each designation. Holders of Osprey shares in uncertificated form (that is, in CREST) who are eligible to do so can accept the Offers in respect of such shares by TTE Instruction in accordance with the procedure set out in paragraph 10 (ii) on pages 16 to 18 of the Offer Document as soon as possible and, in any event, so that the TTE Instruction settles no later than 1.00 p.m. (BST) on 9 June 2009. If those shares are held under different member account IDs, a separate TTE Instruction should be sent for each member account ID. Holders that are CREST sponsored members should refer to their CREST sponsor before taking any action. Only a CREST sponsor will be able to send the TTE Instructions to Euroclear in relation to such holders of Osprey shares. Further details of the acceptance procedure can be found in the Offer Document. Copies of the Offer Document can be obtained from (i) the offices of Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH; and (ii) in electronic form on MLIT's website at www.manchesterandlondon.co.uk/investorrelations Additional copies of the Forms of Acceptance can be obtained from Computershare Investor Services who can be contacted from 8.30 a.m. to 5.00 p.m. (BST) Monday to Friday (except UK public holidays) on 0870 707 1797 (from within the UK) and +44 870 707 1797 (from outside the UK). Enquiries: Manchester & London Investment Trust PLC Tel: 0161 242 2895 Peter Stanley www.manchesterandlondon.co.uk Midas Investment Management Limited Tel: 0161 242 2895 (fund manager to MLIT and Osprey) 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 Offer is not being made, and will not be made, directly or indirectly, in or into Australia, Canada, Republic of South Africa, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. None of this announcement, Offer Document, any Form of Acceptance, or the Prospectus Equivalent Document constitutes an offer in Australia, Canada, Republic of South Africa, Japan or any other jurisdiction where such offer would constitute a violation of the relevant laws of such jurisdiction, and the Offer will not be capable of acceptance from or within Australia, Canada, Republic of South Africa, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, except as required by applicable law, copies of this announcement, the Offer Document, any Form of Acceptance and the Prospectus Equivalent Document are not being, and may not be, mailed, forwarded or otherwise distributed or sent in, into or from, Australia, Canada, Japan, Republic of South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, including to Osprey shareholders with registered addresses in the aforementioned jurisdictions or to persons whom MLIT knows to be nominees holding Osprey shares for such persons. Persons receiving the Offer Document, any Form of Acceptance or the Prospectus Equivalent Document (including without limitation nominees, trustees or custodians) must not forward, distribute or send them into Australia, Canada, Japan, Republic of South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. All Osprey shareholders (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to or who may have a contractual or legal obligation to, forward the Offer Document or any Form of Acceptance or the Prospectus Equivalent Document to any jurisdiction outside the United Kingdom, should read the details in this regard which are contained on page 2 of the Offer Document. This is an advertisement and not a Prospectus and Osprey shareholders should not subscribe for New MLIT shares pursuant to an acceptance of the Offer, except on the basis of information in the Prospectus Equivalent Document and Offer Document published by MLIT on the 5 May 2009 in connection with the Offer. Copies of the Offer Document and the Prospectus Equivalent Document are available to Osprey shareholders from (i) Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH; and (ii) in electronic form on MLIT's website at www.manchesterandlondon.co.uk/investorrelations 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. This announcement has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Fairfax I.S. PLC which is authorised and regulated in the UK by FSA.
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