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25 November 2009

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 

Posting of Offer Document 

 

Further to the announcement made on 5 November 2009 regarding the recommended cash offer to be made by Torridon Capital Limited ("Torridon") to acquire the entire issued and to be issued share capital of LitComp Plc ("LitComp") other than certain LitComp Shares which will be conditionally acquired by Torridon outside the offer (the "Offer"), Torridon announces that the offer document containing full terms and conditions of the Offer (the "Offer Document") together with the related Form of Acceptance was posted to LitComp Shareholders on 25 November 2009. 

 

To accept the Offer in respect of LitComp Shares held in certificated form, LitComp Shareholders should complete, sign and return the Form of Acceptance, which accompanies the Offer Document, in accordance with the instructions contained therein and set out in the Offer Document, as soon as possible and, in any event, so as to be received by Capita Registrars by no later than 1.00 pm (London time) on 17 December 2009. 

 

To accept the Offer for LitComp Shares held in CREST,  LitComp Shareholders should 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 and, in any event, by no later than 1.00 pm (London time) on 17 December 2009.

LitComp Loan Note Holders who do not convert their Loan Notes into LitComp Shares during the Offer Period will receive an equivalent offer of £1.167 per £1 Loan Note and will continue to receive interest payable by the Company on the Loan Notes up to the date of purchase by the Offeror or the date of redemption.

 

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. 

The Offer Document is further available for download on the Company's website www.litcomp-plc.com and also from  www.seymourpierce.com/pages/news.php?content_id=415.

 

Terms defined in the Offer Document have the same meaning in this announcement. 

Notice of General Meeting

The Offer Document also contains a notice of General Meeting to be held at the offices of Seymour Pierce Limited at 20 Old Bailey, London, EC4M 7EN at 10:00 a.m. on 11 December 2009.

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. 

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. 

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. 

 

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. 

Enquiries: 

LITCOMP PLC Jason Smart, Chief Executive Officer   Paul Lavender, Finance Director	Telephone: +44 (0)147 656 0113
TORRIDON CAPITAL LIMITED Stella Panu, Director	Telephone: +44 (0) 207 199 3510
ASTAIRE SECURITIES PLC (Financial Adviser to LitComp) Lindsay Mair Luke Cairns	Telephone: +44 (0)207 448 4400
Seymour Pierce LIMITED (Nominated Adviser and Broker to LitComp) Richard Feigen Chris Howard Christopher Wren	Telephone: +44 (0)207 107 8000
SHORE CAPITAL AND CORPORATE LIMITED (Financial Adviser to the Offeror) Dru Danford Stephane Auton	Telephone: +44 (0)207 408 4090
BisHOPSGATE COMMUNICATIONS (Financial PR Advisers to LitComp) Maxine Barnes	Telephone: +44 (0)207 562 3350

 

 

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of LitComp, all "dealings" in any "relevant securities" of that company (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 London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, 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" of LitComp by an offeror or LitComp, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London 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 Takeover 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, you should consult the Panel.

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