DDIT Stakeholders

 
TIDMMNL TIDMDDIT 
 
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 OF A RESTRICTED JURISDICTION 
 
16 June 2010 
 
                             Recommended offer by 
 
               Manchester & London Investment Trust PLC ("MLIT") 
 
        to acquire the entire issued and to be issued share capital of 
 
             Stakeholders' Momentum Investment Trust PLC ("SMIT") 
 
          Posting of compulsory acquisition notices and Offer update 
 
Manchester & London Investment Trust PLC ("MLIT") made an offer for the whole 
of the issued and to be issued share capital of Stakeholders' Momentum 
Investment Trust PLC ("SMIT") which was declared unconditional on 19 May 2010. 
The Offer comprised the Basic Offer of 0.8784 new MLIT Shares for every SMIT 
Share and a Cash Alternative Offer of 217.5 pence per SMIT Share. 
 
The Cash Alternative Offer closed and was not extended on 2 June 2010 and the 
Basic Offer closed at 1.00pm today. 
 
Levels of Acceptances 
 
As at 1.00 pm on 16 June 2010, MLIT had received valid acceptances of the Offer 
in respect of 5,478,962 SMIT Shares representing 95.66 per cent. of the current 
issued share capital of SMIT. 
 
The above include acceptances in respect of 2,619,262 SMIT Shares representing 
45.73 per cent. of the SMIT Shares in issue which were subject to irrevocable 
undertakings to accept the Offer signed by parties who were acting in concert 
with MLIT; and in respect of 237,780 SMIT Shares representing 5.91 per cent. of 
SMIT's issued share capital in relation to which non binding letters of intent 
to accept the Offer had been received. Fairfax which is also acting in concert 
with MLIT accepted the Offer in respect of 5,859 SMIT Shares representing 0.1 
per cent. of its issued share capital. 
 
Valid acceptances of the Basic Offer have been received in respect of 5,336,359 
SMIT Shares representing 93.17 per cent. of the SMIT Shares in issue. Valid 
acceptances of the Cash Alternative Offer have been received in respect of 
142,603 SMIT Shares representing 2.49 per cent. of the SMIT Shares in issue. 
 
MLIT Shares in issue 
 
261,264 New MLIT Shares will be allotted in respect of valid acceptances of the 
Basic Offer received between 1.00 p.m. on 2 June 2010 and 1.00 p.m. on 16 June 
2010 in respect of which application has been made to the UK Listing Authority 
and the London Stock Exchange for Admission to Listing and trading. These 
allotments will increase the number of MLIT Shares in issue to 22,265,627. 
Further allotments shall be made as valid acceptances of the Basic Offer are 
received and processed. 
 
Extension of Basic Offer 
 
The Board of MLIT further announces that the Basic 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 1.00 p.m. on 30 June 
2010. 
 
Compulsory acquisition 
 
MLIT, having received acceptances in respect of over 5,389,678 SMIT Shares to 
which the Offer relates (i.e. 90% of the SMIT Shares which were not held by its 
holding company when the Offer was made), is exercising its right pursuant to 
the provisions of section 979 of the Companies Act 2006, which entitle MLIT to 
compulsorily acquire the remaining SMIT Shares in issue. Compulsory acquisition 
notices are being posted to all remaining SMIT Shareholders today (16 June 
2010) and any such remaining SMIT Shares will be transferred to MLIT on 28 July 
2010. 
 
As set out in the compulsory acquisition notice, SMIT Shareholders whose SMIT 
Shares are being compulsorily acquired may apply to receive 217.5p per SMIT 
Share in cash as an alternative to New MLIT Shares on the terms of the Basic 
Offer. 
 
SMIT Shareholders wishing to receive their New MLIT Shares sooner than would be 
the case if such persons await the completion of the compulsory acquisition 
procedure are recommended to accept the Basic Offer, which closes at 1.00 p.m. 
on 30 June 2010. 
 
Upon completion of the compulsory acquisition, any future dividends paid by 
SMIT will be sent to MLIT (not to dissenting SMIT Shareholders). Any future 
dividends in respect of MLIT Shares allotted under the compulsory acquisition 
process will be sent directly to the administrator of the dissenting 
shareholders' register and not to any SMIT Shareholders who have neither 
accepted the Offer nor responded to the compulsory acquisition notice. 
 
Cancellation of listing of SMIT Shares 
 
As announced on 21 May 2010, application has been made to cancel the listing of 
SMIT Shares on the Official List of the UKLA with effect from 22 June 2010. 
SMIT Shares will cease to be traded on the London Stock Exchange with effect 
from that date. 
 
Lost certificates 
 
SMIT Shareholders who have lost their certificates, which may bear the former 
names of the Company (Directors' Dealings Investment Trust PLC or Eaglet 
Investment Trust PLC), should complete and return their Form of Acceptance, 
marked "certificates to follow", and send it to Computershare Investor Services 
PLC so as to be received by 1.00pm on 30 June 2010. 
 
Acceptance Procedure 
 
SMIT Shareholders who have not already done so are urged to accept the 
recommended Offer by 1.00 p.m. on 30 June 2010. 
 
Holders of SMIT 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 30 June 2010. 
 
Holders of SMIT Shares in certificated form, but under different designations, 
should complete a separate Form of Acceptance for each designation. 
 
Holders of SMIT 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 12 (ii) on 
pages 22 to 24 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 30 June 2010. 
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 SMIT 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 http:// 
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 
 
Stakeholders' Momentum Investment Trust PLC               Tel: 020 7148 7903 
 
Liam Murray 
 
Midas Investment Management Limited                       Tel: 0161 242 2895 
 
(fund manager to MLIT and SMIT) 
 
Mark Sheppard 
 
Fairfax I.S. PLC                                          Tel: 020 7598 5368 
 
David Floyd, Rachel Rees 
 
Libertas Capital Corporate Finance Limited                Tel: 020 7569 9650 
 
(adviser to SMIT) 
 
Sandy Jamieson, Andrew McLennan 
 
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 28 April 
2010 containing the Offer (the "Offer Document"). 
 
Fairfax I.S. PLC ("Fairfax") 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. 
 
The Offer is not being made, and will not be made, directly or indirectly, in 
or into the United States, 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 Equivalent Document constitutes an offer in the 
United States, 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 the United States, 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 
Equivalent Document are not being, and may not be, mailed, forwarded or 
otherwise distributed or sent in, into or from, the United States, Australia, 
Canada, Japan or any other jurisdiction if to do so would constitute a 
violation of the relevant laws of such jurisdiction, including to SMIT 
Shareholders with registered addresses in the aforementioned jurisdictions or 
to persons whom MLIT knows to be nominees holding SMIT Shares for such persons. 
Persons receiving the Offer Document, any Form of Acceptance or the Equivalent 
Document (including without limitation nominees, trustees or custodians) must 
not forward, distribute or send them into the United States, Australia, Canada, 
Japan or any other jurisdiction if to do so would constitute a violation of the 
relevant laws of such jurisdiction. 
 
All SMIT 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 the 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 SMIT Shareholders should not 
subscribe for New MLIT Shares pursuant to an acceptance of the Offer, except on 
the basis of information in the Equivalent Document and Offer Document 
published by MLIT on the 28 April 2010 in connection with the Offer. Copies of 
the Offer Document and the Equivalent Document are available to SMIT 
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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