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 
 
28 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 
 
                          Results of General Meeting 
 
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 26 May 2009 the board of MLIT announced that the Offer was unconditional as 
to acceptances. 
 
Results of General Meeting 
 
The board of MLIT now announces that all resolutions proposed at the general 
meeting held earlier today were passed, which were to approve the Offer and 
various related matters and increase the authority for MLIT to purchase its own 
shares. 
 
Offer unconditional in all respects save as to Admission 
 
The board of MLIT announces that it has waived all other conditions of the 
Offer save in respect of admission of the New MLIT Shares to the Official List 
and to trading on the London Stock Exchange's main market for listed securities 
("Admission"), in respect of which application has been made to the UKLA and to 
London Stock Exchange. The Offer is therefore now declared unconditional in all 
respects save in respect of Admission. 
 
Formula Asset Value 
 
A further announcement is respect of the Formula Asset Value will be made in 
due course once the Formula Asset Value has been computed to give the exchange 
ratio of MLIT and Osprey Shares. 
 
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 and 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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