Notice of cancellation of SMIT Listing
Stakeholders' Momentum Investment Trust plc
Cancellation of Listing
21 May 2010
On 28 April 2010, the boards of Manchester & London Investment Trust PLC
('MLIT') and Stakeholders' Momentum Investment Trust plc ('SMIT') announced the
proposed merger of MLIT and SMIT to be effected by way of a recommended offer
(the 'Offer') to acquire the entire issued, and to be issued, share capital of
SMIT. The Offer was declared unconditional in all respects on 21 May 2010 and
SMIT is now a subsidiary of MLIT.
It was stated in the Offer Document that once the Offer had been declared
unconditional, MLIT would seek to cancel the public quotation of SMIT Shares on
the main market of the London Stock Exchange so that the Enlarged Group bears
the cost of having one quoted holding company rather than two.
MLIT announced that as at 1.00 pm on 20 May 2010 it had received valid
acceptances of the recommended Offer in respect of SMIT Shares carrying over 75
per cent. of the voting rights of SMIT.
Notice is hereby given by the Boards of MLIT and of SMIT in accordance with
Listing Rule 5.2.10 that the Listing of SMIT Shares on the Official List of the
UKLA will be cancelled with effect from 22 June 2010. SMIT Shares will cease to
be traded on the London Stock Exchange with effect from that date.
SMIT Shareholders who have not accepted the recommended Offer should note that
following the cancellation of listing, SMIT Shares could become unquoted and
difficult to realise.
The Basic Offer closes at 1.00 p.m. on 2 June 2010 and may or may not be
extended. The Cash Alternative Offer also closes at 1.00 p.m. on 2 June 2010
but will not be extended past this date.
Acceptance of the Offer by 2 June 2010 will result in accepting SMIT
Shareholders receiving their New MLIT Shares sooner than would be the case if
they await the completion of the compulsory acquisition procedure.
Compulsory acquisition
If MLIT receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the SMIT Shares to which the Offer relates,
MLIT intends to exercise its rights pursuant to the provisions of section 979
of the Companies Act 2006 which will entitle MLIT to compulsorily acquire the
remaining SMIT Shares in issue.
In compliance with the compulsory acquisition procedure set out in the
Companies Act 2006, the holders of SMIT Shares being compulsorily acquired may
apply within six weeks of being given notice to receive 217.5p per SMIT Share
in cash as an alternative to new MLIT Shares on the terms of the Basic Offer.
Enquiries
Manchester & London Investment Trust PLC Tel: 0161 242 2895
Peter Stanley www.manchesterandlondon.co.uk
Stakeholders' Momentum Investment Trust PLC Tel: 020 7148 7903
Liam Murray
Midas Investment Management Limited (fund Tel: 0161 242 2895
manager to MLIT and SMIT)
Mark Sheppard
Fairfax I.S. PLC Tel: 020 7598 5368
David Floyd, Rachel Rees
Libertas Capital Corporate Finance Limited Tel: 020 7569 9650
(adviser to SMIT)
Sandy Jamieson, Andrew McLennan
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 28 April
2010 containing the Offer (the 'Offer Document').
Libertas Capital Corporate Finance Limited is acting for SMIT and no-one else
in connection with the Offer and will not be responsible to anyone other than
SMIT for providing the protections afforded to clients of Libertas Capital
Corporate Finance Limited 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, Republic of
South Africa, Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction, including to SMIT
shareholders with registered addresses in the aforementioned jurisdictions or
to persons whom MLIT knows to be nominees holding SMIT 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,
Republic of South Africa, Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction.
All SMIT 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 SMIT 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 28 April 2010 in connection with the Offer.
Copies of the Offer Document and the Prospectus Equivalent Document are
available to SMIT shareholders from:
i. Computershare Investor Services PLC, Corporate Actions Projects, Bristol
BS99 6AH;
ii. and (ii) in electronic form on MLIT's website at:
http://www.manchesterandlondon.co.uk/investorRelations.php
The persons responsible for this announcement are the SMIT and the MLIT
Directors. To the best of the knowledge and belief of the SMIT Directors and
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. Fairfax I.S. PLC is acting for MLIT (the
holding company of SMIT) 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.