Cancellation of Listings & Update
June 01 2009 - 12:15PM
UK Regulatory
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
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