Offer declared unconditional
11 Januar 2010 - 9:00AM
UK Regulatory
TIDMLIN TIDMLINC
RNS Number : 2989F
Torridon Capital Limited
11 January 2010
11 January 2010
THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DO SO.
Recommended cash offer
for
LitComp Plc
by
Torridon Capital Limited
Offer Wholly Unconditional
Offer becomes unconditional in all respects / Waive down of acceptance
condition.
Torridon Capital Limited ("Torridon") is pleased to announce that its offer for
LitComp Plc ("LitComp") (the "Offer") has become unconditional in all respects
following the reduction of the acceptance condition by Torridon as set out in
paragraph 1 of Part A of Appendix I to the Offer Document from 90 per cent. to
80 per cent. of the LitComp Shares to which the Offer relates and the passing of
the resolutions put to shareholders at the general meeting of LitComp held on 11
December 2009. All remaining conditions of the Offer have been waived by
Torridon.
As the Offer is now wholly unconditional, it will continue to remain open for
acceptances until further notice and for at least 14 days and remains subject to
the further terms set out in Part B of Appendix 1 of the Offer Document. Any
further extensions of the Offer will be publicly announced on 8.00 am on the
Business Day following the day on which the Offer is due to expire, or such
later time as the Panel may agree.
At 1.00 pm on 8 January 2010, Torridon had received valid acceptances of the
Offer in respect of a total of 3,886,862 LitComp Shares
(representing approximately 82.98 per cent of the existing issued share capital
of LitComp to which the Offer relates). Valid acceptances have been received
from certain LitComp Shareholders who entered into irrevocable commitments to
accept the Offer (representing 1,686,927 LitComp Shares being approximately
36.0 per cent of the existing issued share capital of LitComp to which the Offer
relates). Full details of the irrevocable commitments are set out in the Offer
Document.
As a result of the Offer going wholly unconditional, Torridon intends to procure
the making of an application by LitComp to the London Stock Exchange for the
cancellation of LitComp Shares from trading on AIM. LitComp Shareholders should
note that the cancellation of trading of LitComp Shares on AIM will
significantly reduce the liquidity and marketability of any LitComp Shares not
assented to the Offer and their value may be materially and adversely affected
as a consequence.
As set out in the Offer Document, if Torridon receives acceptances under the
Offer in respect of 90 per cent. or more of the LitComp Shares to which the
Offer relates, Torridon will exercise its rights pursuant to sections 974 to 991
of the Companies Act 2006 to acquire compulsorily the remaining LitComp Shares
in respect of which the Offer has not been accepted. A further announcement will
be made as appropriate.
There remain outstanding irrevocable commitments from Maven and Nigel Wray
pending conversion of certain of their Loan Notes (representing GBP156,000 and
GBP363,750 LitComp Plc 10 per cent. Convertible Secured Loan Stock 2008
respectively which if converted would equal 520,000 Ordinary Shares and
1,212,500 Ordinary Shares respectively).
As at the date of this announcement, and save for the irrevocable undertakings
referred to above, Torridon and persons acting in concert with Torridon owned or
controlled the following LitComp Shares:
+----------------------------+----------+--------------+---------------+-------------+
| Name | Ordinary | Ordinary | Ordinary | Per Cent |
| | shares | Shares from | Shares from | of the |
| | | conversion | conversion of | issued |
| | | of Loan | Options under | share |
| | | Notes | the LitComp | capital |
| | | | Share Schemes | (prior to |
| | | | | conversion) |
+----------------------------+----------+--------------+---------------+-------------+
| Maven (held as detailed | 249,444 | 1,333,333 | Nil | 3.91 |
| below) | | | | |
| | | | | |
+----------------------------+----------+--------------+---------------+-------------+
| Maven Income and Growth | 132,889 | Nil | Nil | 2.08 |
| VCT 3 plc (formerly | | | | |
| Aberdeen Growth | | | | |
| Opportunities VCT plc) | | | | |
| | | | | |
+----------------------------+----------+--------------+---------------+-------------+
| Maven Income and Growth | 116,555 | Nil | Nil | 1.83 |
| VCT 3 plc ("C" | | | | |
| SharePool) (formerly | | | | |
| Aberdeen Growth | | | | |
| Opportunities VCT plc ("C" | | | | |
| SharePool)) | | | | |
| | | | | |
+----------------------------+----------+--------------+---------------+-------------+
| Maven Income and Growth | Nil | 333,333 | Nil | N/A |
| VCT 4 plc (formerly | | | | |
| Aberdeen Growth | | | | |
| Opportunities VCT 2 plc ) | | | | |
| | | | | |
+----------------------------+----------+--------------+---------------+-------------+
| Talisman First VCT plc | Nil | 166,667 | Nil | N/A |
| | | | | |
+----------------------------+----------+--------------+---------------+-------------+
| Maven Income and Growth | Nil | 833,333 | Nil | N/A |
| VCT 2 plc (formerly | | | | |
| Aberdeen Growth VCT1 plc ) | | | | |
| | | | | |
+----------------------------+----------+--------------+---------------+-------------+
| Nigel Wray (held where | 595,000 | 3,333,333 | Nil | 9.32 |
| applicable as detailed | | | | |
| below) | | | | |
| | | | | |
+----------------------------+----------+--------------+---------------+-------------+
| Pershing Nominees Limited | 595,000 | | Nil | 9.32 |
| | | | | |
+----------------------------+----------+--------------+---------------+-------------+
| TOTAL | 844,444 | 4,666,666 | Nil | 13.23 |
+----------------------------+----------+--------------+---------------+-------------+
Save as disclosed in this announcement neither Torridon nor, so far as Torridon
is aware, any person acting or deemed to be acting in concert with Torridon has
any interest in any LitComp Shares (to which the Offer relates) or in any
securities convertible into or exchangeable into LitComp Shares or has any
rights to subscribe for LitComp Shares or holds any short position in relation
to LitComp Shares (whether conditional or absolute and whether in the money or
otherwise) including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery, or has borrowed or on lent any LitComp Shares.
The total number of LitComp Shares to which the Offer relates (and may therefore
be counted by Torridon towards the satisfaction of its acceptance condition at
the time of this announcement) is 4,683,791.
Investment Agreement.
Torridon will today complete the purchase, pursuant to the Investment Agreement,
of 1,700,535 LitComp Shares representing approximately 26.64 per cent. of
the issued share capital of LitComp, and GBP150,500 Loan Notes pending
conversion into 501,667 LitComp Shares from the Executive Directors.
Acceptance of the Offer.
Shareholders who wish to accept the Offer:
LitComp Shareholders who have not already accepted the Offer and wish to do so
should:
* in respect of LitComp Shares held in certificated form, complete, sign and
return the Form of Acceptance, which accompanied the Offer Document together
with their share certificate(s), in accordance with the instructions contained
therein and set out in the Offer Document, as soon as possible;
* in respect of LitComp Shares held in CREST, follow the procedure for electronic
acceptance through CREST in accordance with the instructions set out in the
Offer Document so that the TTE Instruction settles as soon as possible.
Settlement of Consideration:
Settlement of the consideration due under the Offer in respect of valid
acceptances which have been received and are complete in all respects will be
dispatched on or before 25 January 2010. Settlement of the consideration in
respect of further acceptances which have been received and are valid and
complete in all respects will be dispatched within 14 days of receipt thereof.
Enquiries:
+---------------------------------------------+----------------------------+
| LITCOMP PLC | Telephone: +44 (0) 147 656 |
| Jason Smart, Chief Executive Officer | 0113 |
| Paul Lavender, Finance Director | |
| | |
+---------------------------------------------+----------------------------+
| TORRIDON CAPITAL LIMITED | Telephone: +44 (0) 207 199 |
| Stella Panu, Director | 3510 |
| | |
+---------------------------------------------+----------------------------+
| ASTAIRE SECURITIES PLC | Telephone: +44 (0)20 7448 |
| (Financial Adviser to LitComp) | 4400 |
| Lindsay Mair | |
| Luke Cairns | |
| | |
+---------------------------------------------+----------------------------+
| Seymour Pierce LIMITED | Telephone: +44 (0)20 7107 |
| (Nominated Adviser and Broker to LitComp) | 8000 |
| Chris Howard | |
| Christopher Wren | |
| | |
+---------------------------------------------+----------------------------+
| SHORE CAPITAL AND CORPORATE LIMITED | Telephone: +44 (0)20 7408 |
| (Financial Adviser to the Offeror) | 4090 |
| Dru Danford | |
| Stephane Auton | |
| | |
+---------------------------------------------+----------------------------+
| BisHOPSGATE COMMUNICATIONS | Telephone: +44 (0)20 7562 |
| (Financial PR Advisers to LitComp) | 3350 |
| Maxine Barnes | |
+---------------------------------------------+----------------------------+
Copies of the Offer Document and the Form of Acceptance are available from
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU during normal business hours on any weekday (Saturdays,
Sundays and public holidays excluded) while the Offer remains open for
acceptance.
Terms defined in the Offer Document have the same meaning in this announcement.
Astaire Securities plc, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for LitComp and
no-one else in connection with the Offer and will not be responsible to anyone
other than LitComp for providing the protections afforded to clients of Astaire
Securities nor for providing advice in relation to the Offer, the content of
this announcement, or any transaction, arrangement or matter referenced herein.
Shore Capital and Corporate Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Torridon and no-one else in connection with the Offer and will not be
responsible to anyone other than Torridon for providing the protections afforded
to clients of Shore Capital and Corporate Limited nor for providing advice in
relation to the Offer, the content of this announcement, or any transaction,
arrangement or matter referenced herein.
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for LitComp and
no-one else in connection with the Offer and will not be responsible to anyone
other than LitComp for providing the protections afforded to clients of Seymour
Pierce Limited nor for providing advice in relation to the Offer, the content of
this announcement, or any transaction, arrangement or matter referenced herein.
This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or the solicitation of an offer to subscribe for or buy any
securities, nor shall there be any sale, issue or transfer of the securities
referred to in this announcement in any jurisdiction in contravention of any
applicable law. The Offer is made solely by means of the Offer Document and, in
the case of certificated LitComp Shares, the Form of Acceptance accompanying the
Offer Document.
The Offer Document is further available for download on the Company's website
www.litcomp-plc.com and also from
http://www.seymourpierce.com/pages/news.php?content_id=415.
Dealing Disclosure Requirements:
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of LitComp, all "dealings" in any "relevant securities" of
LitComp (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes wholly unconditional as to acceptances or lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of LitComp, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" LitComp by Torridon or LitComp, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, please contact an independent financial
adviser authorised under the Financial Services and Markets Act 2000, consult
the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on
telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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