Offer extended
June 09 2009 - 12:09PM
UK Regulatory
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
9 June 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 extended
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. The Offer was declared unconditional in all respects on 29 May 2009 and
was extended to 1.00 pm on 9 June 2009.
Levels of Acceptances
As at 1.00 p.m. (BST) today, MLIT had received valid acceptances in respect of
10,312,897 Osprey shares representing 97.7 per cent. of the current issued
share capital of Osprey.
Letters of intent to accept the Offer were signed in respect of 5,564,047
Osprey Shares representing 52.7 per cent. of its issued share capital and
acceptances have been received in respect of such shareholdings. One of the
letters of intent was signed by Manchester & Metropolitan Investment Limited
which accepted the Offer in respect of its entire holding of 4,048,000 Osprey
shares (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 also
acting in concert with MLIT accepted the Offer in respect of 17,249 Osprey
Shares representing 0.16 per cent. of its issued share capital.
MLIT Shares in issue and controlling shareholding
3,145,440 New MLIT Shares have been allotted and further allotments are being
made as valid acceptances of the Offer are received and processed. As at 1.00
pm today there were 17,091,778 MLIT Shares in issue and this total would
increase to 17,504,952 MLIT Shares as and when the whole of Osprey's issued
share capital has been acquired.
Following its acceptance of the Offer referred to above, Manchester &
Metropolitan Investment Limited holds 9,235,344 MLIT Shares representing 54.0%
of MLIT's issued share capital as at 1.00 pm today.
Extension of Offer Period
The Board of MLIT further announces that the 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 further notice. MLIT will
give not less than 14 days notice of the Offer closing.
Cancellation of listing and compulsory acquisition
Application has been made to cancel the listing of Osprey Shares in the UK and
the Channel Islands and to cancel the admission of Osprey Shares to trading on
the London Stock Exchange. It is expected that such cancellations will be
effected on 30 June 2009. MLIT has received valid acceptances of the
recommended Offer in respect of over 90 per cent. of the Osprey Shares to which
the Offer relates and has sent 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 on 2
July 2009.
Acceptance Procedure
Osprey Shareholders who have not already done so are urged to accept the
recommended Offer as soon as possible in order to receive New MLIT Shares
(which are listed in the UK and traded on the London Stock Exchange's main
market) sooner than would be the case following the compulsory acquisition
procedure.
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.
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. 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
(Sponsor and adviser to MLIT)
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 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, Japan, Republic of South Africa, the United States
of America or any other jurisdiction if to do so would constitute a violation
of the relevant laws of such jurisdiction (referred to herein as "Restricted
Jurisdictions"). None of this announcement, Offer Document, any Form of
Acceptance, or the Prospectus Equivalent Document constitutes an offer in a
Restricted 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 a Restricted 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, a Restricted 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 a Restricted
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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