Compulsory Acquisition of Shares

 
TIDMMNL TIDMOSP 
 
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 
 
1 June 2009 
 
                             Recommended offer by 
 
                   Manchester & London Investment Trust PLC 
 
        to acquire the entire issued and to be issued share capital of 
 
                 Osprey Smaller Companies Income Fund Limited 
 
                      Compulsory acquisition of minority 
 
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. 
 
Levels of Acceptances 
 
As at 1.00 p.m. (BST) today MLIT had received valid acceptances in respect of 
9,585,021 Osprey shares representing 90.8 per cent. of the current issued share 
capital of Osprey. 
 
Compulsory acquisition 
 
MLIT, having received acceptances under the recommended Offer in respect of 
over 90 per cent. or more of the Ordinary Shares to which the Offer relates, is 
exercising 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 Ordinary Shares in issue. 
The compulsory acquisition notices are being posted to the remaining Osprey 
Shareholders tomorrow (2 June 2009) and any such remaining Shares will be 
transferred to MLIT on 2 July 2009. 
 
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 
such persons await the completion of the compulsory acquisition procedure. 
 
Acceptance Procedure 
 
Osprey Shareholders who have not already done so are urged to accept the 
recommended Offer by 1.00 p.m. on 9 June 2009. 
 
Holders of Osprey 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 9 June 2009. 
 
Holders of Osprey shares in certificated form, but under different 
designations, should complete a separate Form of Acceptance for each 
designation. 
 
Holders of Osprey 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 10 
(ii) on pages 16 to 18 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 9 
June 2009. 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 Osprey 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 
 
Midas Investment Management Limited                Tel: [phone] 
 
(fund manager to MLIT and Osprey) 
 
Mark Sheppard 
 
Fairfax I.S. PLC                                   Tel: [phone] 
 
David Floyd, Gillian McCarthy, Andrew Cox 
 
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"). 
 
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. 
 
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, Japan, 
Republic of South Africa 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, Japan, Republic of South Africa 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 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