Correction re: number of New MLIT Shares

CORRECTION TO ANNOUNCEMENT RELEASED AT 07:30 A.M. TODAY REGARDING THE NUMBER OF NEW MLIT SHARES ALLOTED IN RESPECT OF VALID ACCEPTANCES OF THE BASIC OFFER RECEIVED BETWEEN 1.00 P.M. ON 20 MAY 2010 and 1.00 P.M. ON 2 JUNE 2010 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 3 June 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") Update on level of acceptances, extension of Basic Offer and the transfer of SMIT's investment portfolio to MLIT On 28 April 2010, the boards of MLIT and SMIT announced the proposed merger of MLIT and SMIT to be effected by way of a recommended offer (the "Offer") to acquire the entire issued, and to be issued, share capital of SMIT. The Offer was conditional on acceptances being received in respect of 50 per cent. or more of the SMIT Shares in issue. The Offer was declared unconditional in all respects on 19 May 2010 and was extended to 1.00 p.m. on 2 June 2010. On 21 May 2010, application was made to cancel the listing of SMIT Shares on the Official List of the UKLA which will take effect on 22 June 2010, when dealings in SMIT Shares will cease. Levels of Acceptances As at 1.00 p.m. (BST) on 2 June 2010, MLIT had received valid acceptances in respect of 5,181,752 SMIT Shares representing 90.46 per cent. of the current issued share capital of SMIT. Irrevocable undertakings to accept the Offer were signed by Manchester & Metropolitan Investment PLC and by the trustees of the BS Sheppard 1991 Settlement, both of whom are acting in concert with MLIT, in respect of 2,619,262 SMIT Shares representing 45.73 per cent. of the SMIT Shares in issue. Letters of intent to accept the Offer, which were not legally binding, were signed in respect of a further 237,780 SMIT Shares representing 5.91 per cent. of SMIT's issued share capital. Acceptances have been received in respect of all such shareholdings save in respect of 620 SMIT Shares the holder of which currently holds 640 SMIT Shares. Fairfax I.S. PLC 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. Acceptances of the Basic Offer have been received in respect of 5,038,927 SMIT Shares representing 87.97 per cent. of the SMIT Shares in issue. Valid acceptances of the Cash Alternative Offer have been received in respect of 142,603 SMIT Shares representing 2.49 per cent. of the SMIT Shares in issue. MLIT Shares in issue 759,223 New MLIT Shares will be allotted in respect of valid acceptances of the Basic Offer received between 1.00 p.m. on 20 May 2010 and 1.00 p.m. on 2 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 22,004,363. Further allotments shall be made as valid acceptances of the Basic Offer are received and processed. Extension of Basic Offer and Closing of Cash Alternative Offer The Board of MLIT further announces that 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 16 June 2010. However, as announced on 19 May 2010, the Cash Alternative Offer closed for acceptances at 1.00 p.m. on 2 June 2010. SMIT Shareholders whose SMIT Shares are compulsorily acquired may apply to receive cash consideration as an alternative to New MLIT Shares. Cancellation of listing and compulsory acquisition As announced on 21 May 2010, application has been made to cancel the listing of SMIT Shares on the Official List of the UKLA with effect from 22 June 2010. SMIT Shares will cease to be traded on the London Stock Exchange with effect from that date. SMIT Shareholders who do not accept the Offer may subsequently find it difficult to realise their SMIT Shares in the future, when SMIT becomes an unquoted subsidiary of MLIT. Furthermore, the value of their shareholding in SMIT could be adversely affected by the delisting of SMIT Shares and the subsequent transfer to MLIT of SMIT's investment portfolio, as described below. If MLIT receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the SMIT Shares to which the Offer relates, MLIT intends to exercise its rights pursuant to the provisions of section 979 of the Companies Act 2006 which will entitle MLIT to compulsorily acquire the remaining SMIT Shares in issue. In compliance with the compulsory acquisition procedure set out in the Companies Act 2006, the holders of SMIT Shares being compulsorily acquired may apply within six weeks of being given notice to receive 217.5p per SMIT Share in cash as an alternative to new MLIT Shares on the terms of the Basic Offer. In the event that the compulsory acquisition completes, 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. Transfer of SMIT's portfolio Following the cancellation of the listing of SMIT Shares on the Official List of the UKLA and SMIT becoming a subsidiary of MLIT (as explained on page 17 of the Offer Document), MLIT will take steps to transfer the investment portfolio of SMIT to MLIT. SMIT Shareholders should be aware that following such transfer, SMIT's only asset will be an intra group loan account balance. Acceptance Procedure SMIT Shareholders who have not already done so are urged to accept the recommended Offer by 1.00 p.m. on 16 June 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 16 June 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 16 June 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 Stakeholders' Momentum Investment Trust PLC Tel: 020 7148 7903 Liam Murray 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 Libertas Capital Corporate Finance Limited Tel: 020 7569 9650 (adviser to SMIT) Sandy Jamieson, Andrew McLennan 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 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 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 Equivalent Document are not being, and may not be, mailed, forwarded or otherwise distributed or sent in, into or from, 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 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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