OSP Osprey Smlr

 

TIDMOSP 
 
RNS Number : 1591T 
Osprey Smaller Cos Income Fund Ltd 
01 June 2009 
 

Osprey Smaller Companies Income Fund Limited 
 
 
Cancellation of Listings, proposed change of business and new memorandum and 
articles of incorporation 
 
 
1 June 2009 
 
 
 
 
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. As at 1.00 p.m. on 26 May 2009, MLIT had received valid acceptances of 
the Offer in respect of 9,292,661 Osprey Shares representing 88.04% of its 
issued share capital. The Offer was declared unconditional in all respects on 29 
May 2009 and Osprey is now a subsidiary of MLIT. 
MLIT announced that as at 1.00 p.m. on 1 June 2009 it had received valid 
acceptances of the recommended Offer in respect of over 90 per cent. of the 
Osprey Shares to which the Offer relates. MLIT also announced that tomorrow (2 
June 2009), it will send 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. 
It was stated in the Offer Document that once the Offer had been declared 
unconditional, MLIT would seek to cancel the public quotation of Osprey Shares 
on the main market of the London Stock Exchange and the Channel Islands Stock 
Exchange so that the Enlarged Group bears the cost of having one quoted holding 
company rather than two. MLIT also stated that it intends to secure the transfer 
of Osprey's investment portfolio to MLIT and to seek Osprey Shareholders' 
approval to alter the articles of incorporation of Osprey to allow it to become 
an offshore trading subsidiary of MLIT. 
 
 
Application has been made to cancel the UK listing of Osprey Shares with effect 
from 30 June 2009, being 20 business days following the posting of compulsory 
acquisition notices to the remaining Osprey Shareholders.  Dealings in Osprey 
Shares on the London Stock Exchange will be cancelled when the cancellation of 
UK listing is effected. 
 
 
Application for the cancellation of listing of Osprey Shares has also been made 
to the Channel Islands Stock Exchange and it is anticipated that such 
cancellation will become effective on or before 30 June 2009. 
 
 
MLIT intends that Osprey notifies the Guernsey Financial Services Commission of 
its 
intention to deregister Osprey as an authorised closed-end investment 
scheme, transfers its investment portfolio to MLIT and that Osprey acts as a 
dealing subsidiary going forward in the same manner as MLIT's current dealing 
subsidiaries, engaged in buying and selling financial instruments to hedge the 
short term risk of other positions, rebalance the portfolio's sector weightings 
or to take advantage of perceived takeover arbitrage situations. Osprey would 
then classify as a 'dealing subsidiary' as opposed to an investment company. 
 
 
A circular, which contains notice of the cancellation of listings, is being 
posted to Osprey Shareholders tomorrow (2 June 2009) giving notice of an 
Extraordinary General Meeting of Osprey to approve the adoption of the new 
memorandum and articles of incorporation, the text of which is set out at 
www.elysiumfundman.com/content.asp?pageid=55. The new memorandum and articles 
will permit Osprey to operate as a dealing subsidiary and bring the memorandum 
and articles into line with the requirements of the Companies (Guernsey) Law, 
2008 (as amended).The Extraordinary General Meeting of Osprey to be held at No.1 
Le Truchot, St Peter Port, Guernsey GY1 3JX on 25 June 2009 at 11.00 a.m. 
 
 
The Osprey Board has been advised by MLIT that it will vote in favour of the 
special resolution to be proposed at the Extraordinary General Meeting in 
respect of its holding in Osprey which will result in the resolution being 
passed. 
 
 
Osprey Shareholders who have not accepted the recommended Offer should note that 
following the cancellation of listings, Osprey Shares could become unquoted and 
difficult to realise. Furthermore any returns could reflect dealing activity and 
could be volatile. 
 
 
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 
they await the completion of the compulsory acquisition procedure. 
 
 
Enquiries to: 
Kevin Robins    Tel: 01481 810104 
Jo Duquemin Nicolle 
Elysium Fund Management Limited 
No 1 Le Truchot 
St Peter Port 
Guernsey 
GY1 3JX 
www.elysiumfundman.com 
 
 
Robin Stevens / Graham Duncan / Stephen Bullock    Tel: 020 7063 4000 
Mazars Corporate Finance Limited 
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"). 
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 Osprey Directors. To the 
best of the knowledge and belief of the Osprey 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.  Fairfax I.S. PLC is acting for MLIT (the 
holding company of Osprey) 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. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCSSDFMFSUSESM 
 

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