OSP Osprey Smlr

 
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 
 
9 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 
 
                                Offer extended 
 
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. The Offer was declared unconditional in all respects on 29 May 2009 and 
was extended to 1.00 pm on 9 June 2009. 
 
Levels of Acceptances 
 
As at 1.00 p.m. (BST) today, MLIT had received valid acceptances in respect of 
10,312,897 Osprey shares representing 97.7 per cent. of the current issued 
share capital of Osprey. 
 
Letters of intent to accept the Offer were signed in respect of 5,564,047 
Osprey Shares representing 52.7 per cent. of its issued share capital and 
acceptances have been received in respect of such shareholdings. One of the 
letters of intent was signed by Manchester & Metropolitan Investment Limited 
which accepted the Offer in respect of its entire holding of 4,048,000 Osprey 
shares (representing approximately 38.3 per cent. of its issued share capital) 
and is deemed to be acting in concert with MLIT. Fairfax I.S. PLC which is also 
acting in concert with MLIT accepted the Offer in respect of 17,249 Osprey 
Shares representing 0.16 per cent. of its issued share capital. 
 
MLIT Shares in issue and controlling shareholding 
 
3,145,440 New MLIT Shares have been allotted and further allotments are being 
made as valid acceptances of the Offer are received and processed. As at 1.00 
pm today there were 17,091,778 MLIT Shares in issue and this total would 
increase to 17,504,952 MLIT Shares as and when the whole of Osprey's issued 
share capital has been acquired. 
 
Following its acceptance of the Offer referred to above, Manchester & 
Metropolitan Investment Limited holds 9,235,344 MLIT Shares representing 54.0% 
of MLIT's issued share capital as at 1.00 pm today. 
 
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 further notice. MLIT will 
give not less than 14 days notice of the Offer closing. 
 
Cancellation of listing and compulsory acquisition 
 
Application has been made to cancel the listing of Osprey Shares in the UK and 
the Channel Islands and to cancel the admission of Osprey Shares to trading on 
the London Stock Exchange. It is expected that such cancellations will be 
effected on 30 June 2009. MLIT has received valid acceptances of the 
recommended Offer in respect of over 90 per cent. of the Osprey Shares to which 
the Offer relates and has sent 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 on 2 
July 2009. 
 
Acceptance Procedure 
 
Osprey Shareholders who have not already done so are urged to accept the 
recommended Offer as soon as possible in order to receive New MLIT Shares 
(which are listed in the UK and traded on the London Stock Exchange's main 
market) sooner than would be the case following the compulsory acquisition 
procedure. 
 
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. 
 
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. 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 
+44 870 707 1797 (from outside the UK). 
 
Enquiries: 
 
Manchester & London Investment Trust PLC                  Tel: 0161 242 2895 
 
Peter Stanley                                  www.manchesterandlondon.co.uk 
 
Midas Investment Management Limited                       Tel: 0161 242 2895 
 
(fund manager to MLIT and Osprey) 
 
Mark Sheppard 
 
Fairfax I.S. PLC                                          Tel: 020 7598 5368 
 
(Sponsor and adviser to MLIT) 
 
David Floyd, Gillian McCarthy, Andrew Cox 
 
Mazars Corporate Finance Limited                          Tel: 020 7063 4000 
 
(adviser to Osprey) 
 
Robin Stevens, Graham Duncan and Stephen 
Bullock 
 
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. 
 
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, Japan, Republic of South Africa, the United States 
of America or any other jurisdiction if to do so would constitute a violation 
of the relevant laws of such jurisdiction (referred to herein as "Restricted 
Jurisdictions"). None of this announcement, Offer Document, any Form of 
Acceptance, or the Prospectus Equivalent Document constitutes an offer in a 
Restricted 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 a Restricted 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, a Restricted 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 a Restricted 
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 
 

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