Offer Update SMIT delisting and portfolio transfer
Manchester & London Investment Trust PLC
Offer update,
Delisting of
Stakeholders' Momentum Investment Trust PLC
and proposed transfer of SMIT's investment portfolio
For immediate release
9 June 2010
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.
As at 1.00 pm on 9 June 2010, MLIT had received valid acceptances of the Offer
in respect of 5,208,218 SMIT Shares representing 90.93 per cent. of the current
issued share capital of SMIT.
The Offer will close at 1.00pm on 16 June 2010 and may or may not be extended.
Potential compulsory acquisition
If MLIT receives acceptances in respect of over 5,389,678 SMIT Shares to which
the Offer relates (ie 90% of the SMIT Shares which were not held by its holding
company when the Offer was made), it intends to compulsorily acquire the
remaining SMIT Shares in issue. In this instance, SMIT Shareholders would
receive consideration for their SMIT Shares.
However a compulsory acquisition can only occur if MLIT receives acceptances in
respect of 94.1% of the SMIT Shares in issue and MLIT remains 181,460 shares
short of this amount.
If a compulsory acquisition does not occur then SMIT Shareholders will remain
shareholders in SMIT unless they accept the Offer.
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.
The transfer of SMIT's portfolio is expected to be effected at book cost (not
market valuation). As at 7 June 2010, the difference between the book cost of
the portfolio and the market value of the portfolio equates to 28.3 pence per
SMIT Share. In effect, shareholders who do not accept the Offer are at risk of
losing such underlying value with effect from the date of the transfer for
every SMIT share for which they do not accept the Offer. The actual transfer
price is expected to be based on book cost as at the transfer date.
SMIT Shareholders should be aware that following such transfer, SMIT's only
asset may be an intra group loan account balance.
SMIT has no intention of making any payments to minority SMIT Shareholders
following the portfolio transfer.
Risk warning
By taking no action, minority SMIT Shareholders could be left holding SMIT
Shares which:
* will become unquoted and difficult to realise with effect from 22 June
2010;
* have a reduced underlying value of as a result of the terms of the proposed
portfolio transfer;
* carry no prospect of investment portfolio returns following the transfer of
the portfolio; and
* are not expected to yield any dividends or other cash payments to minority
shareholders for the foreseeable future.
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.
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.
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 16 June 2010.
Action to be taken
By accepting the Offer by 1.00pm on 16 June 2010, SMIT Shareholders will
receive 0.8784 MLIT Shares for every SMIT Share. The MLIT Shares are Listed
and traded on the main market of the London Stock Exchange. As at 3 June 2010,
the fully diluted net asset value of an MLIT Share was 349 pence.
When deciding what action you should take, you are recommended to seek your own
personal financial advice immediately from a stockbroker, solicitor, accountant
or other independent financial adviser duly authorised under the Financial
Services and Markets Act 2000.
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.
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 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 Tel: 020 7148 7903
PLC
Liam Murray
Midas Investment Management Limited Tel: 0161 242 2895
(fund manager to MLIT and SMIT)
Mark Sheppard
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
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").
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 acceptances referred to 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.
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 which is authorised and
regulated in the UK by FSA.
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.
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