Offer for SMIT unconditional save for Admission

 
TIDMMNL TIDMDDIT 
 
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 
[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 (fund   Tel: [phone] 
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 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