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 OF A RESTRICTED JURISDICTION 1 July 2010 Recommended offer by Manchester & London Investment Trust PLC ("MLIT") to acquire the entire issued and to be issued share capital of Stakeholders' Momentum Investment Trust PLC ("SMIT") Offer update and extension Manchester & London Investment Trust PLC ("MLIT") made an offer for the whole of the issued and to be issued share capital of Stakeholders' Momentum Investment Trust PLC ("SMIT") which was declared unconditional on 19 May 2010. The Offer comprised the Basic Offer of 0.8784 new MLIT Shares for every SMIT Share and a Cash Alternative Offer of 217.5 pence per SMIT Share. The Cash Alternative Offer closed and was not extended on 2 June 2010. The Basic Offer, which remains subject to the terms and conditions set out or referred to in the Offer Document, is being extended and will remain open for acceptance until 1.00 p.m. on 14 July 2010. MLIT has served notice to compulsorily acquire all remaining SMIT Shares in issue. Levels of Acceptances As at 1.00 p.m. on 30 June 2010, MLIT had received valid acceptances of the Offer in respect of 5,509,723 SMIT Shares representing 96.19 per cent. of the current issued share capital of SMIT. The above include acceptances in respect of 2,619,262 SMIT Shares representing 45.73 per cent. of the SMIT Shares in issue which were subject to irrevocable undertakings to accept the Offer signed by parties who were acting in concert with MLIT; and in respect of 237,780 SMIT Shares representing 5.91 per cent. of SMIT's issued share capital in relation to which non binding letters of intent to accept the Offer had been received. Fairfax which is also acting in concert with MLIT accepted the Offer in respect of 5,859 SMIT Shares representing 0.1 per cent. of its issued share capital. MLIT Shares in issue 27,021 New MLIT Shares will be allotted in respect of valid acceptances of the Basic Offer received between 1.00 p.m. on 16 June 2010 and 1.00 p.m. on 30 June 2010 in respect of which application has been made to the UK Listing Authority and the London Stock Exchange for Admission to Listing and trading. These allotments will increase the number of MLIT Shares in issue to 22,292,648, excluding the 44 MLIT Shares held in Treasury. Compulsory acquisition Having received acceptances in respect of over 5,389,678 SMIT Shares to which the Offer relates (i.e. 90% of the SMIT Shares which were not held by its holding company when the Offer was made), MLIT announced on 16 June 2010 it had commenced proceedings to compulsorily acquire all remaining SMIT Shares in issue, pursuant to the provisions of section 979 of the Companies Act 2006. All remaining shares will be transferred to MLIT on 28 July 2010. As set out in the compulsory acquisition notice, SMIT Shareholders whose SMIT Shares are being compulsorily acquired may apply to receive 217.5p per SMIT Share in cash as an alternative to New MLIT Shares on the terms of the Basic Offer. SMIT Shareholders wishing to receive their New MLIT Shares sooner than would be the case if such persons await the completion of the compulsory acquisition procedure are recommended to accept the Basic Offer, which closes at 1.00 p.m. on 14 July 2010. Upon completion of the compulsory acquisition, any future dividends paid by SMIT will be sent to MLIT (not to dissenting SMIT Shareholders). Any future dividends in respect of MLIT Shares allotted under the compulsory acquisition process will be sent directly to the administrator of the dissenting shareholders' register and not to any SMIT Shareholders who have neither accepted the Offer nor responded to the compulsory acquisition notice. Lost certificates SMIT Shareholders who have lost their certificates, which may bear the former names of the Company (Directors' Dealings Investment Trust PLC or Eaglet Investment Trust PLC), should complete and return their Form of Acceptance, marked "certificates to follow", and send it to Computershare Investor Services PLC so as to be received by 1.00 p.m. on 14 July 2010. Acceptance Procedure SMIT Shareholders who have not already done so are urged to accept the recommended Offer by 1.00 p.m. on 14 July 2010. Holders of SMIT 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 14 July 2010. Holders of SMIT Shares in certificated form, but under different designations, should complete a separate Form of Acceptance for each designation. Holders of SMIT 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 12 (ii) on pages 22 to 24 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 14 July 2010. 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 SMIT 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 http:// 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 SMIT) Mark Sheppard Fairfax I.S. PLC Tel: 020 7598 5368 David Floyd, Rachel Rees 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"). Fairfax I.S. PLC ("Fairfax") 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 the United States, 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 Equivalent Document constitutes an offer in the United States, 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 the United States, 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 Equivalent Document are not being, and may not be, mailed, forwarded or otherwise distributed or sent in, into or from, the United States, Australia, Canada, 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 Equivalent Document (including without limitation nominees, trustees or custodians) must not forward, distribute or send them into the United States, Australia, Canada, 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 the 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 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 Equivalent Document are available to SMIT 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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