Offer Closing
22 Januar 2010 - 6:17PM
UK Regulatory
TIDMLIN TIDMLINC TIDMLINA
RNS Number : 0255G
Torridon Capital Limited
22 January 2010
22 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 Closing
Torridon Capital Limited ("Torridon") is pleased to announce that further to the
announcement made on 11 January 2010 the Offer for LitComp Plc will close at 1
pm on 8 February 2010 after which date it will no longer be capable of
acceptance. As at 1.00 pm on 22 January 2010, Torridon had received valid
acceptances of the Offer in respect of a total of 6,488,989 LitComp Shares
(representing approximately 90.6 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 approximately 23.6 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.
Torridon has now received acceptances under the Offer in respect of 90 per cent.
or more of the LitComp Shares to which the Offer relates. Therefore, as set out
in the Offer Document, Torridon intends to 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.
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 | 2.81 |
| below) | | | | |
| | | | | |
+----------------------------+----------+--------------+---------------+-------------+
| Maven Income and Growth | 132,889 | Nil | Nil | 1.50 |
| VCT 3 plc (formerly | | | | |
| Aberdeen Growth | | | | |
| Opportunities VCT plc) | | | | |
| | | | | |
+----------------------------+----------+--------------+---------------+-------------+
| Maven Income and Growth | 116,555 | Nil | Nil | 1.32 |
| 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 | 6.71 |
| applicable as detailed | | | | |
| below) | | | | |
| | | | | |
+----------------------------+----------+--------------+---------------+-------------+
| Pershing Nominees Limited | 595,000 | | Nil | 6.71 |
| | | | | |
+----------------------------+----------+--------------+---------------+-------------+
| TOTAL | 844,444 | 4,666,666 | Nil | 9.53 |
+----------------------------+----------+--------------+---------------+-------------+
In addition, as announced on 11 January 2010, Torridon has completed the
purchase, pursuant to the Investment Agreement, of 1,700,535 LitComp
Shares representing approximately 19.19 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. The Offer did not relate to these Shares
and Loan Notes.
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 7,162,785.
Settlement of Consideration:
Settlement of the consideration in respect of 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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