Offer Update

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

28 May 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                  

                          Results of General Meeting                           

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.

On 26 May 2009 the board of MLIT announced that the Offer was unconditional as
to acceptances.

Results of General Meeting

The board of MLIT now announces that all resolutions proposed at the general
meeting held earlier today were passed, which were to approve the Offer and
various related matters and increase the authority for MLIT to purchase its own
shares.

Offer unconditional in all respects save as to Admission

The board of MLIT announces that it has waived all other conditions of the
Offer save in respect of admission of the New MLIT Shares to the Official List
and to trading on the London Stock Exchange's main market for listed securities
("Admission"), in respect of which application has been made to the UKLA and to
London Stock Exchange. The Offer is therefore now declared unconditional in all
respects save in respect of Admission.

Formula Asset Value

A further announcement is respect of the Formula Asset Value will be made in
due course once the Formula Asset Value has been computed to give the exchange
ratio of MLIT and Osprey Shares.

Acceptance Procedure

Osprey Shareholders who have not already done so are urged to accept the
recommended Offer by 1pm 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
[phone] (from outside the UK).

Enquiries:

Manchester & London Investment Trust PLC       Tel: [phone]                    
Peter Stanley                                                                        
                                       www.manchesterandlondon.co.uk         
                                                                
                                                                             
Midas Investment Management Limited            Tel: [phone]                    
(fund manager to MLIT and Osprey)                                            
Mark Sheppard                                                                           
                                                               
                                                                             
Fairfax I.S. PLC                               Tel: [phone]                    
David Floyd, Gillian McCarthy and Andrew Cox                                                                           
                                        
                                                                          
                                                                             
Mazars Corporate Finance Limited               Tel: [phone]                    
(adviser to Osprey)                                                          
Robin Stevens, Graham Duncan and                                                                             
Stephen Bullock                                                              
                                             

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 I.S. PLC or for providing advice in
relation to the Offer.

Mazars Corporate Finance Limited is acting for Osprey and no-one else in
connection with the Offer and will not be responsible to anyone other than
Osprey for providing the protections afforded to clients of Mazars 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 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, 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 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.