NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE 28 April 2010
Manchester & London Investment Trust PLC
Offer for
Stakeholders' Momentum Investment Trust PLC
Posting of Offer Document, Prospectus Equivalent Document and
Circular to Shareholders
Earlier today the boards of Manchester & London Investment Trust PLC ("MLIT")
and Stakeholders' Momentum Investment Trust PLC ("SMIT") announced a proposal
to merge MLIT and SMIT. The merger is to be effected by way of a recommended
offer by MLIT (the "Offer") for the whole of the issued and to be issued share
capital of SMIT.
The Offer Document has been posted today to SMIT Shareholders together with a
Prospectus Equivalent Document containing information about MLIT, SMIT and the
Enlarged Group. SMIT Shareholders whose shares are held in certificated form
have also been sent a Form of Acceptance.
An offer letter has also been posted today to the holder of Management Warrants
in SMIT.
The first closing of the Offer is at 1.00 p.m. on 19 May 2010.
The acquisition of SMIT by MLIT is conditional on the approval of MLIT
Shareholders in general meeting. The Circular containing notice of the General
Meeting to approve the Offer and other related matters is being posted today to
MLIT Shareholders together with the Prospectus Equivalent Document.
Forms of Proxy have been enclosed with the Circular and should be completed and
returned by MLIT Shareholders so as to be received by Computershare Investor
Services PLC by 11.00 a.m. on 16 May 2010. The General Meeting will take place
at the offices of Midas Investment Management Ltd, 1st Floor, Arthur House,
Chorlton Street, Manchester M1 3FH, at 11.00 a.m. on 18 May 2010.
If the Offer is unconditional as to acceptances on the first closing date,
being 19 May 2010 and the Resolution is passed at the MLIT General Meeting on
18 May 2010, it is expected that the New MLIT Shares will be admitted to
listing and the Offer will be unconditional in all respects on 21 May 2010.
Copies of the Offer Document, Prospectus Equivalent Document and Circular to
MLIT Shareholders are available at:
http://www.manchesterandlondon.co.uk/investorRelations.php
Enquiries:
Manchester & London Investment Trust PLC
Peter Stanley Tel: 0161 242 2895
Stakeholders' Momentum Investment Trust PLC Tel: 020 7148 7903
Liam Murray
Midas Investment Management Limited (fund manager to MLIT and SMIT)
Mark Sheppard Tel: 0161 242 2895
Fairfax I.S. PLC (sponsor and adviser to MLIT)
David Floyd, James King and Rachel Rees Tel: (020) 7469 4358
Libertas Capital Corporate Finance Limited (adviser to SMIT)
Sandy Jamieson and Andrew McLennan Tel: (020) 7569 9650
The MLIT Directors accept responsibility for the information contained in this
announcement. 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 for which they accept responsibility
is in accordance with the facts and does not omit anything likely to affect the
import of such information.
Fairfax I.S. PLC ("Fairfax"), which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively 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 customers of Fairfax
or for providing advice in relation to the Offer or any other matter referred
to herein. The principal place of business of Fairfax I.S. PLC is 46 Berkeley
Square, London W1J 5AT.
Libertas Capital Corporate Finance Limited ("Libertas"), which is authorised
and regulated in the United Kingdom by the Financial Services Authority, is
acting exclusively 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 customers of Libertas or for providing advice in relation to the
Offer or any other matter referred to herein. The principal place of business
of Libertas Capital Corporate Finance Limited is 16 Berkeley Street, London W1J
8DZ.
This announcement does not constitute, or form part of, an offer or an
invitation to purchase or subscribe for any securities.
All capitalised terms used in this announcement but not otherwise defined shall
have the same meaning as in the Offer Document.
*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;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
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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