Last checked at 
26 May 2009 16:45
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, REPUBLIC OFSOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT LAWS OR REGULATIONS A RESTRICTED JURISDICTION26 May 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 unconditional as to acceptances On 5 May 2009, the boards of Manchester & London Investment Trust PLC ("MLIT")and Osprey Smaller Companies Income Fund Limited ("Osprey") announced theproposed 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
ofOsprey.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 9,292,661 Osprey shares representing 88.04 per cent. of the current issued share capital of Osprey.
Letters of intent to accept the Offer were signed in respect of 5,564,047Osprey Shares representing 52.7 per cent. of its issued share capital andacceptances have been received in respect of such shareholdings. One of theletters of intent was signed by Manchester & Metropolitan Investment Limitedwhich accepted the Offer in respect of its entire holding of 4,048,000 Ospreyshares (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 alsoacting in concert with MLIT accepted the Offer in respect of 17,249 OspreyShares representing 0.16 per cent. of its issued share capital.The Offer is now unconditional as to acceptances. However it remains subject toother conditions including the passing of resolutions to be proposed at ageneral meeting of MLIT convened for 9.30am on 28 May 2009 and the admission ofthe New MLIT Shares to the Official List and to trading on the London StockExchange's main market for listed securities.
Extension of Offer Period
The Board of MLIT further announces that the Offer which remains subject to theterms and conditions set out or referred to in the Offer Document, are beingextended and will remain open for acceptance until the next closing date whichwill be 1.00 p.m. (BST) on 9 June 2009.
Acceptance Procedure
Osprey Shareholders who have not already done so are urged to accept the recommended Offer by 1pm on 9 June 2009.
Holders of Osprey Shares in certificated form who are eligible to do so canaccept the Offer in respect of such shares by completing and returning a Formof Acceptance in accordance with the procedure set out in paragraph 10 of Part2 on pages 15 to 18 of the Offer Document as soon as possible to ComputershareInvestor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or (duringnormal business hours only) by hand to Computershare Investor Services PLC, ThePavilions, Bridgwater Road, Bristol BS13 8AE and, in any event, so as to bereceived 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 areeligible to do so can accept the Offers in respect of such sharesby 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 anyevent, so that the TTE Instruction settles no later than 1.00 p.m. (BST) on 9June 2009. If those shares are held under different member account IDs, aseparate TTE Instruction should be sent for each member account ID. Holdersthat are CREST sponsored members should refer to their CREST sponsor beforetaking any action. Only a CREST sponsor will be able to sendthe TTE Instructions to Euroclear in relation to such Holders' of Ospreyshares.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 ofComputershare Investor Services PLC, Corporate Actions Projects, Bristol BS996AH; and (ii) in electronic form on MLIT's website atwww.manchesterandlondon.co.uk/investorrelationsAdditional copies of the Forms of Acceptance can be obtained from ComputershareInvestor Services who can be contacted from 8.30 a.m. to 5.00 p.m. (BST) Mondayto 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 Osprey Smaller Companies Income Fund Limited Tel: 01534 818 481
Richard Prosser
Midas Investment Management Limited Tel: 0161 242 2895 (fund manager to MLIT and Osprey)
Mark Sheppard Fairfax I.S. PLC Tel: 020 7598 5368
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 phrasesused herein have the same meanings given to them in the document dated 5 May2009 containing the Offer (the "Offer Document").Fairfax I.S. PLC is acting for MLIT and no-one else in connection with theOffer and will not be responsible to anyone other than MLIT for providing theprotections afforded to clients of Fairfax or for providing advice in relationto the Offer.The Offer is not being made, and will not be made, directly or indirectly, inor into Australia, Canada, Republic of South Africa, Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction. None of this announcement, Offer Document, any Form ofAcceptance, or the Prospectus Equivalent Document constitutes an offer inAustralia, Canada, Republic of South Africa, Japan or any other jurisdictionwhere such offer would constitute a violation of the relevant laws of suchjurisdiction, and the Offer will not be capable of acceptance from or withinAustralia, Canada, Republic of South Africa, Japan or any other jurisdiction ifto do so would constitute a violation of the relevant laws of suchjurisdiction. Accordingly, except as required by applicable law, copies of thisannouncement, the Offer Document, any Form of Acceptance and the ProspectusEquivalent Document are not being, and may not be, mailed, forwarded orotherwise distributed or sent in, into or from, Australia, Canada, Japan or anyother jurisdiction if to do so would constitute a violation of the relevantlaws of such jurisdiction, including to Osprey shareholders with registeredaddresses in the aforementioned jurisdictions or to persons whom MLIT knows tobe nominees holding Osprey shares for such persons. Persons receiving the OfferDocument, any Form of Acceptance or the Prospectus Equivalent Document(including without limitation nominees, trustees or custodians) must notforward, distribute or send them into Australia, Canada, Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction.All Osprey shareholders (including, without limitation, nominees, trustees orcustodians) who would, or otherwise intend to or who may have a contractual orlegal obligation to, forward the Offer Document or any Form of Acceptance orthe Prospectus Equivalent Document to any jurisdiction outside the UnitedKingdom, should read the details in this regard which are contained on page 2of the Offer Document.This is an advertisement and not a Prospectus and Osprey shareholders shouldnot subscribe for New MLIT shares pursuant to an acceptance of the Offer,except on the basis of information in the Prospectus Equivalent Document andOffer Document published by MLIT on the 5 May 2009 in connection with theOffer. Copies of the Offer Document and the Prospectus Equivalent Document areavailable to Osprey shareholders from (i) Computershare Investor Services PLC,Corporate Actions Projects, Bristol BS99 6AH; and (ii) in electronic form onMLIT's website at www.manchesterandlondon.co.uk/investorrelationsThe persons responsible for this announcement are the MLIT Directors. To thebest of the knowledge and belief of the MLIT Directors (who have taken allreasonable care to ensure that such is the case), the information contained inthis announcement is in accordance with the facts and does not omit anythinglikely 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.
OSPREY SMALLER COMPANIES INCOME FUND LIMITED