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Thursday 03 June, 2010

Manchester & London

Offer extended and proposed transfer of SMIT po...


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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

4,426,193 New MLIT Shares will be allotted in respect of valid acceptances of
the Basic Offer received between 1.00pm on 20 May 2010 and 1.00pm 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 25,671,333.
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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