Offer for SMIT 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
21 May 2010
Recommended offer by
Manchester & London Investment Trust PLC
to acquire the entire issued and to be issued share capital of
Stakeholders' Momentum Investment Trust PLC
Offer unconditional in all respects
On 28 April 2010, the boards of Manchester & London Investment Trust PLC
("MLIT") and Stakeholders' Momentum Investment Trust PLC ("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.
On 19 May 2010, the MLIT Board announced 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. On 20
May 2010 it was announced that MLIT had received acceptances in respect of
75.07% of the SMIT Shares in issue.
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.
Acceptance Procedure
SMIT Shareholders who have not already done so are urged to accept the
recommended Offer by 1pm on 2 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 2 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 2 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
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 (fund Tel: 0161 242 2895
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 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.
Libertas Capital Corporate Finance Limited is acting for SMIT and no-one else
in connection with the Offer and will not be responsible to anyone other than
SMIT for providing the protections afforded to clients of Libertas Capital
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 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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