Offer update and compulsory acquisition notice
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16 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")
Posting of compulsory acquisition notices and Offer update
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 and the
Basic Offer closed at 1.00pm today.
Levels of Acceptances
As at 1.00 pm on 16 June 2010, MLIT had received valid acceptances of the Offer
in respect of 5,478,962 SMIT Shares representing 95.66 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.
Valid acceptances of the Basic Offer have been received in respect of 5,336,359
SMIT Shares representing 93.17 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
261,264 New MLIT Shares will be allotted in respect of valid acceptances of the
Basic Offer received between 1.00 p.m. on 2 June 2010 and 1.00 p.m. on 16 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 22,265,627.
Further allotments shall be made as valid acceptances of the Basic Offer are
received and processed.
Extension of Basic 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 30 June
2010.
Compulsory acquisition
MLIT, 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), is exercising its right pursuant to
the provisions of section 979 of the Companies Act 2006, which entitle MLIT to
compulsorily acquire the remaining SMIT Shares in issue. Compulsory acquisition
notices are being posted to all remaining SMIT Shareholders today (16 June
2010) and any such remaining SMIT 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 30 June 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.
Cancellation of listing of SMIT Shares
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.
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 1.00pm on 30 June 2010.
Acceptance Procedure
SMIT Shareholders who have not already done so are urged to accept the
recommended Offer by 1.00 p.m. on 30 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 30 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 30 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 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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