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 
 
29 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 in all respects 
 
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. 
 
On 28 May 2009, the Board announced that the resolutions proposed at the 
general meeting of MLIT held on 28 May 2009 had all been passed and that the 
Offer was unconditional in all respects save as to admission of the New MLIT 
Shares to the Official List and to trading on the London Stock Exchange's main 
market for securities. 
 
 
Offer unconditional in all respects 
 
Following the issue of the dealing notice by the UKLA earlier today, the board 
of MLIT now declares the Offer unconditional in all respects. 
 
 
Formula Asset Value 
 
The Formula Asset Value has been computed to give the exchange ratio of MLIT 
and Osprey Shares. The FAV has been calculated to be 313.7p per MLIT Share and 
105.8p per Osprey Share which results in 337.162 New MLIT Shares for every 
1,000 Osprey Shares. 
 
 
MLIT Shares in issue 
 
Full acceptance of the Offer would result in 3,558,617 New MLIT Shares being 
issued. 
 
 
UK Listing Authority 
 
In accordance with Prospectus Rule 2.3.2, a copy of this announcement has been 
delivered to the Financial Services Authority and is available for inspection 
at the Document Viewing Facility of the FSA at: 
 
                            25 The North Colonnade 
 
                                 Canary Wharf 
 
                                    London 
 
                                    E14 5HS 
 
Cancellation of listing in the UK and Channel Islands and compulsory 
acquisition 
 
MLIT will seek to cancel the listing of Osprey Shares on the Official List of 
the UKLA and the CISX and to trading on the London Stock Exchange and the CISX 
so that the Enlarged Group bears the cost of having one quoted holding company 
rather than two. 
 
Osprey Shareholders who have not accepted the recommended Offer should note 
that following the cancellation of listings, Osprey Shares will become unquoted 
and difficult to realise. 
 
If MLIT receives acceptances under the Offer in respect of, and/or otherwise 
acquires, 90 per cent. or more of the Osprey Shares to which the Offer relates, 
MLIT intends to exercise its rights pursuant to the provisions of sections 336 
to 338 (inclusive) of the Companies (Guernsey) Law 2008 which will entitle MLIT 
to compulsorily acquire the remaining Osprey Shares in issue. 
 
 
Appointment of Non Executive Director 
 
The Company is please to announce the appointment of David Harris as a Non 
Executive Director of the Company with immediate effect. 
 
David Harris in addition to his directorship in the Company, currently holds or 
has held within the previous five years preceding the date of this announcement 
the following directorships: 
 
Present directorships: 
 
Charcter Group plc 
 
COBRA Holdings plc 
 
Aseana Properties Limited 
 
Small Companies Dividend Trust Plc 
 
F&C Managed Portfolio Trust plc 
 
SDF Productions Ltd (unquoted) 
 
InvaTrust Ltd (unquoted) 
 
Past directorships: 
 
Osprey Smaller Companies Income Fund Limited 
 
Premier Absolute Growth and Income Trust plc 
 
In relation to the appointment, it is confirmed that there are no further 
details to be disclosed under paragraphs 9.6.13 (1) to (6) of the Listing 
Rules. 
 
 
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 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 
+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 
 
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 I.S. PLC 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, 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 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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