SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 5)*
Scotts Miracle-Gro Company
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
810186106
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(CUSIP Number)
31 December 2010
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act, but shall be subject to all other provisions of the Act (however,
see the Notes.)
(Continued on following pages)
Page 1 of 6 Pages
CUSIP No. 810186106 Schedule 13G Page 2 of 6 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
M&G Investment Management Limited
No I.R.S Identification Number
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2. CHECK THE APPROPRIATE BOX IF THE MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom, England
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5. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 3,571,754
EACH ------------------------------------------------------------
REPORTING 7. SOLE DISPOTIVE POWER
PERSON 0
WITH ------------------------------------------------------------
8. SHARED DISPOTIVE POWER
3,571,754
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,571,754
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10. CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.36%
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12. TYPE OF REPORTING PERSON
IA
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CUSIP No. 810186106 Schedule 13G Page 3 of 6 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
M&G Investment Funds 1
No I.R.S Identification Number
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2. CHECK THE APPROPRIATE BOX IF THE MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom, England
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5. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 3,500,000
EACH ------------------------------------------------------------
REPORTING 7. SOLE DISPOTIVE POWER
PERSON 0
WITH ------------------------------------------------------------
8. SHARED DISPOTIVE POWER
3,500,000
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000
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10. CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.25%
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12. TYPE OF REPORTING PERSON
OO
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CUSIP No. 810186106 Schedule 13G Page 4 of 6 Pages
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Item 1(a). Name of Issuer:
Scotts Miracle-Gro Co
Item 1(b). Address of Issuer's Principal Executive Offices:
14111 Scottslawn Road, Marysville, Ohio, 43041 United States
Item 2(a). Name of Person Filing:
1. M&G Investment Management Limited (MAGIM)
2. M&G Investment Funds 1
Item 2(b). Address of Principal Business Office or, if None,
Residence:
Governor's House, Laurence Pountney Hill, London, EC4R 0HH
Item 2(c). Citizenship:
United Kingdom, England
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
810186106
Item 3. Type of Person:
MAGIM is an investment advisor in accordance with
s.240.13d-1(b)(1)(ii)(E)
All the securities covered by this report are legally owned by
MAGIM's Investment advisory clients, and none are owned directly by
MAGIM.
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount Beneficially Owned: M&G, in its capacity as investment manager,
may be deemed to beneficially owned: 3,571,754 shares
(b) Percent of Class: 5.36%
(c) Number of shares as to which such person has:
M&G Investment Management Limited
(i) sole power to vote or to direct the vote 0
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(ii) shared power to vote or to direct the
vote 3,571,754
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(iii) sole power to dispose or to direct the
disposition of 0
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(iv) shared power to dispose or to direct the
disposition of 3,571,754
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M&G Investment Funds (1)
(i) sole power to vote or to direct the vote 0
----------
(ii) shared power to vote or to direct the
vote 3,500,000
----------
(iii) sole power to dispose or to direct the
disposition of 0
----------
(iv) shared power to dispose or to direct the
disposition of 3,500,000
----------
CUSIP No. 810186106 Schedule 13G Page 5 of 6 Pages
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Item 5. Ownership of Five Percent or Less of Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable
CUSIP No. 810186106 Schedule 13G Page 6 of 6 Pages
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Item 10. Certification.
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(a) The following certification shall be included if the statement
is filed pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect. "
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
By: --//Mark Thomas//--
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Name: Mark Thomas
Title: Head of M&G Notifiable Reporting
Date: February 08, 2011
Exhibit A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities Exchanges
Act of 1934, as amended, the undersigned hereby agrees that the
foregoing statement on Schedule 13G/A, is filed on behalf of each
of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of information
concerning the others, except to the extent that he or it knows
or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
on the 8th day of February, 2011.
M&G INVESTMENT MANAGEMENT LIMITED
By /s/ Mark Thomas
Date: February 08, 2011 Head of M&G Notifiable Reporting
M&G Investment Funds 1
By /s/ Mark Thomas
Date: February 08, 2011 Head of M&G Notifiable Reporting