Offer for Osprey wholly unconditional

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

29 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                  

                      Offer unconditional in all respects                      

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 28 May 2009, the Board announced that the resolutions proposed at the
general meeting of MLIT held on 28 May 2009 had all been passed and that the
Offer was unconditional in all respects save as to admission of the New MLIT
Shares to the Official List and to trading on the London Stock Exchange's main
market for securities.


Offer unconditional in all respects

Following the issue of the dealing notice by the UKLA earlier today, the board
of MLIT now declares the Offer unconditional in all respects.


Formula Asset Value

The Formula Asset Value has been computed to give the exchange ratio of MLIT
and Osprey Shares. The FAV has been calculated to be 313.7p per MLIT Share and
105.8p per Osprey Share which results in 337.162 New MLIT Shares for every
1,000 Osprey Shares.


MLIT Shares in issue

Full acceptance of the Offer would result in 3,558,617 New MLIT Shares being
issued.


UK Listing Authority

In accordance with Prospectus Rule 2.3.2, a copy of this announcement has been
delivered to the Financial Services Authority and is available for inspection
at the Document Viewing Facility of the FSA at:

                            25 The North Colonnade                             

                                 Canary Wharf                                  

                                    London                                     

                                    E14 5HS                                    

Cancellation of listing in the UK and Channel Islands and compulsory
acquisition

MLIT will seek to cancel the listing of Osprey Shares on the Official List of
the UKLA and the CISX and to trading on the London Stock Exchange and the CISX
so that the Enlarged Group bears the cost of having one quoted holding company
rather than two.

Osprey Shareholders who have not accepted the recommended Offer should note
that following the cancellation of listings, Osprey Shares will become unquoted
and difficult to realise.

If MLIT receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Osprey Shares to which the Offer relates,
MLIT intends to exercise its rights pursuant to the provisions of sections 336
to 338 (inclusive) of the Companies (Guernsey) Law 2008 which will entitle MLIT
to compulsorily acquire the remaining Osprey Shares in issue.


Appointment of Non Executive Director

The Company is please to announce the appointment of David Harris as a Non
Executive Director of the Company with immediate effect.

David Harris in addition to his directorship in the Company, currently holds or
has held within the previous five years preceding the date of this announcement
the following directorships:

Present directorships:

Charcter Group plc

COBRA Holdings plc

Aseana Properties Limited

Small Companies Dividend Trust Plc

F&C Managed Portfolio Trust plc

SDF Productions Ltd (unquoted)

InvaTrust Ltd (unquoted)

Past directorships:

Osprey Smaller Companies Income Fund Limited

Premier Absolute Growth and Income Trust plc

In relation to the appointment, it is confirmed that there are no further
details to be disclosed under paragraphs 9.6.13 (1) to (6) of the Listing
Rules.


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, 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.