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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Osprey Smlr | LSE:OSP | London | Ordinary Share | GB0031797698 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 92.00 | 0.00 | 00:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMOSP RNS Number : 1591T Osprey Smaller Cos Income Fund Ltd 01 June 2009 Osprey Smaller Companies Income Fund Limited Cancellation of Listings, proposed change of business and new memorandum and articles of incorporation 1 June 2009 On 5 May 2009, the boards of Manchester & London Investment Trust PLC ("MLIT") and Osprey Smaller Companies Income Fund Limited ("Osprey") announced the proposed merger of MLIT and Osprey to be effected by way of a recommended offer (the "Offer") to acquire the entire issued, and to be issued, share capital of Osprey. As at 1.00 p.m. on 26 May 2009, MLIT had received valid acceptances of the Offer in respect of 9,292,661 Osprey Shares representing 88.04% of its issued share capital. The Offer was declared unconditional in all respects on 29 May 2009 and Osprey is now a subsidiary of MLIT. MLIT announced that as at 1.00 p.m. on 1 June 2009 it had received valid acceptances of the recommended Offer in respect of over 90 per cent. of the Osprey Shares to which the Offer relates. MLIT also announced that tomorrow (2 June 2009), it will send notices to the remaining Osprey Shareholders to exercise its rights pursuant to the provisions of sections 336 to 338 (inclusive) of the Companies (Guernsey) Law 2008 (as amended) which will entitle MLIT to compulsorily acquire the remaining Osprey Shares in issue. It was stated in the Offer Document that once the Offer had been declared unconditional, MLIT would seek to cancel the public quotation of Osprey Shares on the main market of the London Stock Exchange and the Channel Islands Stock Exchange so that the Enlarged Group bears the cost of having one quoted holding company rather than two. MLIT also stated that it intends to secure the transfer of Osprey's investment portfolio to MLIT and to seek Osprey Shareholders' approval to alter the articles of incorporation of Osprey to allow it to become an offshore trading subsidiary of MLIT. Application has been made to cancel the UK listing of Osprey Shares with effect from 30 June 2009, being 20 business days following the posting of compulsory acquisition notices to the remaining Osprey Shareholders. Dealings in Osprey Shares on the London Stock Exchange will be cancelled when the cancellation of UK listing is effected. Application for the cancellation of listing of Osprey Shares has also been made to the Channel Islands Stock Exchange and it is anticipated that such cancellation will become effective on or before 30 June 2009. MLIT intends that Osprey notifies the Guernsey Financial Services Commission of its intention to deregister Osprey as an authorised closed-end investment scheme, transfers its investment portfolio to MLIT and that Osprey acts as a dealing subsidiary going forward in the same manner as MLIT's current dealing subsidiaries, engaged in buying and selling financial instruments to hedge the short term risk of other positions, rebalance the portfolio's sector weightings or to take advantage of perceived takeover arbitrage situations. Osprey would then classify as a 'dealing subsidiary' as opposed to an investment company. A circular, which contains notice of the cancellation of listings, is being posted to Osprey Shareholders tomorrow (2 June 2009) giving notice of an Extraordinary General Meeting of Osprey to approve the adoption of the new memorandum and articles of incorporation, the text of which is set out at www.elysiumfundman.com/content.asp?pageid=55. The new memorandum and articles will permit Osprey to operate as a dealing subsidiary and bring the memorandum and articles into line with the requirements of the Companies (Guernsey) Law, 2008 (as amended).The Extraordinary General Meeting of Osprey to be held at No.1 Le Truchot, St Peter Port, Guernsey GY1 3JX on 25 June 2009 at 11.00 a.m. The Osprey Board has been advised by MLIT that it will vote in favour of the special resolution to be proposed at the Extraordinary General Meeting in respect of its holding in Osprey which will result in the resolution being passed. Osprey Shareholders who have not accepted the recommended Offer should note that following the cancellation of listings, Osprey Shares could become unquoted and difficult to realise. Furthermore any returns could reflect dealing activity and could be volatile. The Offer closes at 1.00 p.m. on 9 June 2009 and may or may not be extended. Acceptance of the Offer by 9 June 2009 will result in accepting Osprey Shareholders receiving their New MLIT Shares sooner than would be the case if they await the completion of the compulsory acquisition procedure. Enquiries to: Kevin Robins Tel: 01481 810104 Jo Duquemin Nicolle Elysium Fund Management Limited No 1 Le Truchot St Peter Port Guernsey GY1 3JX www.elysiumfundman.com Robin Stevens / Graham Duncan / Stephen Bullock Tel: 020 7063 4000 Mazars Corporate Finance Limited 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 5 May 2009 containing the Offer (the "Offer Document"). Mazars Corporate Finance Limited is acting for Osprey and no-one else in connection with the Offer and will not be responsible to anyone other than Osprey for providing the protections afforded to clients of Mazars 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 Prospectus 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 Prospectus Equivalent Document are not being, and may not be, mailed, forwarded or otherwise distributed or sent in, into or from, 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, including to Osprey shareholders with registered addresses in the aforementioned jurisdictions or to persons whom MLIT knows to be nominees holding Osprey shares for such persons. Persons receiving the Offer Document, any Form of Acceptance or the Prospectus Equivalent Document (including without limitation nominees, trustees or custodians) must not forward, distribute or send them 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. All Osprey 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 any Form of Acceptance or the Prospectus 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 Osprey shareholders should not subscribe for New MLIT shares pursuant to an acceptance of the Offer, except on the basis of information in the Prospectus Equivalent Document and Offer Document published by MLIT on the 5 May 2009 in connection with the Offer. Copies of the Offer Document and the Prospectus Equivalent Document are available to Osprey 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 Osprey Directors. To the best of the knowledge and belief of the Osprey 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. Fairfax I.S. PLC is acting for MLIT (the holding company of Osprey) 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. This information is provided by RNS The company news service from the London Stock Exchange END MSCSSDFMFSUSESM
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