Acquistion of SMIT completed

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 29 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 successfully completed and finalisation of compulsory acquisition 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. On 15 July, MLIT announced the Basic Offer would remain open for acceptance until 1.00 p.m. on 28 July 2010 following which date the Offer shall not be extended. MLIT confirms that the Offer has now closed. The Acquisition has now been completed and SMIT is now a wholly owned subsidiary of MLIT. Levels of Acceptances As at 1.00 p.m. on 28 July 2010, MLIT had received valid acceptances of the Offer in respect of 5,569,042 SMIT Shares, representing 97.23 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. Compulsory acquisition On 16 June 2010 MLIT announced 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 (the "Compulsory Acquisition"). All such remaining SMIT Shares will be transferred to MLIT in accordance with the terms set out in the notice to non-assenting SMIT Shareholders dated 16 June 2010 (the "Statutory Notice"). All new MLIT Shares issued as consideration under the Compulsory Acquisition will be transferred to Computershare, as agent for SMIT, and will be held on trust for any former SMIT Shareholders in accordance with section 981(9) of the Companies Act. In order for such new MLIT Shares to be released, non-assenting former SMIT Shareholders will need to write or deliver by hand to Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS13 8AE with satisfactory evidence both of identity and of ownership. In accordance with the terms of the Statutory Notice, new MLIT Shares may not be allotted in respect of SMIT Shares held by non-assenting SMIT Shareholders resident in a Restricted Jurisdiction. Such shares have been acquired by MLIT at a price of 217.5p per SMIT Share, the consideration of which will be held by Computershare on behalf of relevant parties. In order to receive consideration for such SMIT Shares, non-assenting former SMIT Shareholders will need to write or deliver by hand to Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS13 8AE with satisfactory evidence both of identity and of ownership of such SMIT Shares. MLIT Shares in issue 132,863 New MLIT Shares will be allotted in respect of valid acceptances of the Basic Offer received between 1.00 p.m. on 15 July 2010 and 1.00 p.m. on 28 July 2010 and allotments as a result of the Compulsory Acquisition 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 total number of MLIT Shares in issue to 22,457,086. In aggregate 4,952,087 New MLIT Shares have been issued pursuant to the Acquisition. Substantial shareholdings Manchester & Metropolitan Investment Limited ("M&M"), which was allotted 2,062,072 New MLIT Shares pursuant to the Offer now holds 11,297,514 MLIT Shares representing 50.31 per cent. of MLIT's enlarged issued share capital. Mr B.S. Sheppard, a director of MLIT, is now interested in 11,549,631 MLIT Shares, representing 51.43 per cent. of MLIT's enlarged issued share capital through a combination of his personal holdings in MLIT, his investment in M&M and as a trustee of the BS Sheppard 1991 Settlement. The BS Sheppard 1991 Settlement was allotted 238,687 New MLIT Shares pursuant to the Offer. UK Listing Authority In accordance with Prospectus Rule 2.3.2, a copy of this announcement is being delivered to the Financial Services Authority today and will be available for inspection at the Document Viewing Facility of the FSA at 25 The North Colonnade, Canary Wharf, London E14 5HS. 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 former 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. 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.
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