Offer extended and proposed transfer of SMIT portfolio

 
TIDMMNL TIDMDDIT 
 
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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 
[phone] (from outside the UK). 
 
Enquiries: 
 
Manchester & London Investment Trust PLC                  Tel: [phone] 
Peter Stanley                                  www.manchesterandlondon.co.uk 
 
Stakeholders' Momentum Investment Trust PLC               Tel: [phone] 
Liam Murray 
 
Midas Investment Management Limited                       Tel: [phone] 
(fund manager to MLIT and SMIT) 
Mark Sheppard 
 
Fairfax I.S. PLC                                          Tel: [phone] 
David Floyd, Rachel Rees 
 
Libertas Capital Corporate Finance Limited                Tel: [phone] 
(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. 
 
 
 
END