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Manchester & London (MNL)

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Wednesday 19 May, 2010

Manchester & London

Offer for SMIT unconditional save for Admission


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

19 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 save for Admission and extended      

                 Notice of closing the Cash Alternative Offer                  

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.

Levels of Acceptances 

As at 1.00 p.m. (BST) today, being the first closing date of the Offer, MLIT
had received valid acceptances in respect of 4,270,794 SMIT shares representing
74.56 per cent. of the current issued share capital of SMIT. The Offer was
conditional on acceptances being received in respect of 50% or more of the SMIT
Shares in issue.

The Offer is now unconditional as to acceptances. Following the passing of the
resolution at the MLIT general meeting on 18 May 2010, the MLIT Board has now
waived all the other conditions of the Offer save for the condition relating to
the Admission of the new MLIT Shares to Listing and to trading on London Stock
Exchange's main market. Accordingly the Offer is now unconditional in all
respects save for Admission.

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% 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 ("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 19 May 2010.

Acceptances of the Basic Offer were received in respect of 4,174,627 SMIT
Shares representing 72.4% of the SMIT Shares in issue. Valid acceptances of the
Cash Alternative Offer have been received in respect of 123,167 SMIT Shares
representing 2.1% of the SMIT Shares in issue.

The Management Warrants Offer has been accepted in full (ie in respect of
90,951 Management Warrants in issue) and the holder has elected to receive New
MLIT Shares. Acceptance of this offer will be valid and complete in all
respects when the warrant certificates have been received by Fairfax.

Formula Asset Value

A further announcement is respect of the Formula Asset Value will be made in
due course once the Formula Asset Value has been computed to give the exchange
ratio of MLIT and SMIT Shares.

Extension of Offer Period

The Board of MLIT further announces that the 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 the next closing date which
will be 1.00 p.m. (BST) on 2 June 2010.

Notice of closing the Cash Alternative Offer

Notice is hereby given that the Cash Alternative Offer will close at 1.00 pm on
2 June 2010 and will not be extended.

SMIT Shareholders whose SMIT Shares are compulsorily acquired may apply to
receive cash consideration as an alternative to New MLIT Shares.

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 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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