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Manchester & London (MNL)

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Thursday 20 May, 2010

Manchester & London

Offer for SMIT - FAV & share exchange ratio...


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

20 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                  

            Formula Asset Value and share exchange ratio determined            

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 Offer was declared unconditional in all respects save for
the admission of the new MLIT Shares to the Official List and to trading on the
main market of the London Stock Exchange ("Admission").

Formula Asset Value

The exchange ratio of the number of new MLIT Shares to be issued in respect of
each SMIT Share in respect of which an acceptance of the Basic Offer is
received is determined by reference to the Formula Asset Value ("FAV") of a
MLIT Share and a SMIT Share calculated at close of business on 19 May 2010,
being the date the Offer was declared unconditional as to acceptances.

The FAV per MLIT Share is 340.5846p and the FAV per SMIT Share is 299.1640p,
giving rise to an exchange ratio of:

                  0.8784 new MLIT Shares for every SMIT Share                  

The FAV per SMIT Management Warrant is 274.164p, giving rise to an exchange
ratio of:

              0.8050 new MLIT Shares for every Management Warrant              

MLIT Shares in issue

3,740,185 New MLIT Shares will, subject to Admission, be allotted in respect of
acceptances received by 1.00 p.m. on 20 May 2010 and the acceptance of the
Management Warrants Offer. This will result in MLIT having 21,245,140 shares of
25p each in issue pending the receipt of further valid acceptances of the Basic
Offer.

A maximum of 1,254,476 additional New MLIT Shares would be issued in the event
of the Basic Offer being accepted by all SMIT Shareholders who have not yet
accepted the Offer.

UK Listing Authority

In accordance with Prospectus Rules 2.2.9 and 2.3.2, a copy of this
announcement has been delivered to the Financial Services Authority and is
available for inspection at the Document Viewing Facility of the FSA at:

                            25 The North Colonnade                             

                                 Canary Wharf                                  

                                    London                                     

                                    E14 5HS                                    

Levels of Acceptances

As at 1.00 p.m. (BST) today, MLIT had received valid acceptances in respect of
4,299,556 SMIT Shares representing 75.07 per cent. of the current issued share
capital of SMIT. 4,174,602 of these acceptances (representing 72.88 per cent.
of the SMIT Shares in issue) were of the Basic Offer and 124,954 (representing
2.18 per cent. of the SMIT Shares in issue) were of the Cash Alternative Offer.

Acceptances have been received in respect of all irrevocable undertakings and
letters of intent to accept the Offer as set out in the announcement of
acceptance levels as at 1.00 pm on 19 May 2010, save in respect of 620 SMIT
Shares the holder of which currently holds 640 SMIT Shares. Fairfax I.S. PLC
("Fairfax") which is also acting in concert with MLIT holds 5,859 SMIT Shares
representing 0.1 per cent. of its issued share capital and had not accepted the
Offer by 1.00pm on 20 May 2010.

Management Warrants Offer

The Management Warrants Offer has been accepted by the warrant holder in full
(ie in respect of 90,951 Management Warrants in issue) and the holder has
elected to receive New MLIT Shares. The acceptance of this offer is now valid
and complete in all respects and will result in the allotment of 73,215 New
MLIT Shares.

Acceptance Procedure

SMIT Shareholders who have not already done so are urged to accept the
recommended Offer by 1.00 p.m. 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.

The Cash Alternative Offer will close at 1.00 pm on 2 June 2010 and will not be
extended.

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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