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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

11 December 2009

Offer

By

LearnVantage Plc ("LearnVantage")

For

ThirdForce Plc ("ThirdForce")

1.  Offer Declared Unconditional 

On 12 November 2009, LearnVantage announced that the offer document ("Offer Document") containing the full terms and conditions of its Offer, including a recommended Cash Offer, to acquire the ThirdForce Shares ("the Offer") had been published and sent to eligible ThirdForce Shareholders, together with the Prospectus and Forms of Acceptance. 

LearnVantage is pleased to announce that all of the conditions of its Offer have now been satisfied or waived and that accordingly the Offer is declared unconditional in all respects. 

2.  Level of Acceptances

    

As at 3.00 p.m. on 11 December 2009, being the Initial Closing Date of the Offer, valid acceptances of the Offer had been received in respect of 237,599,596 ThirdForce Shares representing approximately 91.60% per cent. in nominal value of the existing  issued and unconditionally allotted share capital of ThirdForce. 

The acceptances received in respect of the Offer are comprised as follows:

	No. ThirdForce Shares	% ThirdForce issued share capital
Share Offer	103,982,817	40.09%
Composite Offer	27,539,769	10.62%
Cash Offer	106,077,010	40.90%
Total valid acceptances	237,599,596	91.60%

The total number of valid acceptances above includes acceptances from the following ThirdForce Shareholders who gave irrevocable undertakings to accept the Offer in respect of 92,295,039 ThirdForce Shares representing 35.58% of ThirdForce's existing issued share capital.

	Whether irrevocable undertaking provided in respect of Share Offer or Composite Offer	No. ThirdForce Shares in respect of which an irrevocable undertaking has been received	% ThirdForce issued share capital in respect of which an irrevocable undertaking has been received
Mr Pat McDonagh	Share Offer	66,057,375	25.47%
River Cities Capital Fund II, LP.	Share Offer	10,254,329	3.95%
One Fifty One Capital Limited	Share Offer	7,933,335	3.06%
Mr Jonathan Parkes	Composite Offer	8,050,000	3.10%

In addition, the total number of valid acceptances above includes the following acceptances from parties who are, or are deemed to be, acting in concert with LearnVantage:

	No. ThirdForce Shares for which the Offer has been accepted	% ThirdForce issued share capital
Mr Pat McDonagh	66,057,375	25.47%
Dolmen Securities Limited	5,752,076	2.22%
Discretionary Clients of Dolmen Securities Limited	5,311,679	2.05%
Ms Jennifer Caldwell, Partner, Maples & Calder	84,500	0.03%

3.  Settlement

Settlement of the consideration to which ThirdForce Shareholders are entitled under the Offer will be despatched to validly accepting ThirdForce Shareholders

(a)	in the case of acceptances received, valid and complete in all respects, as at 3.00 p.m. on 11 December 2009, within 14 days of today's date; or
(b)	in the case of acceptances received, valid and complete in all respects after 3.00 p.m. today but while the Offer remains open for acceptance, within 14 days of such receipt; and

in either case subject to the terms and the manner described in the Offer Document.

4.  Extension of the Offer, Compulsory Acquisition, Delisting and Cancellation of Trading

The Offer will remain open for acceptance until further notice. 

It is LearnVantage's intention to exercise its rights pursuant to the provisions of Section 204 of the Companies Act 1963 to compulsorily acquire the ThirdForce Shares of those ThirdForce Shareholders who do not accept the Offer by 1.00 pm Irish time on the Final Closing Date. The Final Closing Date will be the date which is 14 days after the date on which LearnVantage gives notice of the Compulsory Acquisition Procedure and a further announcement will be made in due course in this regard.

The Offer remains subject to the terms and conditions set out in the Offer Document.

In addition, LearnVantage intends to procure that ThirdForce applies for cancellation of the admission to trading of the ThirdForce Shares on AIM and IEX and a further announcement will be made in due course in this regard.

5.  ThirdForce Shares held prior to the Offer Period

At the close of business on 27 March 2009, being the last Business Day prior to the commencement of the Offer Period, the following persons who are, or are deemed to be, acting in concert with LearnVantage were interested in relevant securities of ThirdForce:

	No. ThirdForce Shares	% ThirdForce issued share capital	Nature of Interest
Mr Pat McDonagh	63,655,058	24.54%	Beneficial
Dolmen Securities Limited	2,744,804	1.06%	Beneficial
Discretionary Clients of Dolmen Securities Limited	5,346,679	2.06%	Non-beneficial
Ms Jennifer Caldwell, Partner, Maples and Calder	84,500	0.03%	Beneficial

At the close of business on 27 March 2009, being the last Business Day prior to the commencement of the Offer Period, Mr Brendan O'Sullivan held options over 7,787,601 ThirdForce Shares.

6.  Acquisitions of ThirdForce Shares during the Offer Period

Set out below are details of ThirdForce Shares acquired by LearnVantage or parties acting or deemed to be acting in concert with it since the close of business on 27 March 2009, being the last Business Day prior to the commencement of the Offer Period.

Party	Date	Transaction	Number of relevant ThirdForce Shares	Price per ThirdForce Share	% of ThirdForce Shares in issue
Mr Pat McDonagh	31/03/2009	Bought	1,179,385	€0.07	0.45%
Mr Pat McDonagh	01/04/2009	Bought	244,000	€0.07125	0.09%
Mr Pat McDonagh	01/04/2009	Bought	918,236	€0.07	0.35%
Mr Pat McDonagh	20/04/2009	Bought	60,696	€0.07	0.02%
Dolmen Securities Ltd (own account)	24/04/2009	Bought	400,788	€0.08	0.15%
Dolmen Securities Ltd (own account)	27/04/2009	Bought	1,934,984	€0.065	0.75%
Dolmen Securities Ltd (own account)	05/08/2009	Bought	150,000	€0.08	0.06%
Dolmen Securities Ltd (own account)	06/08/2009	Bought	50,000	€0.068	0.02%
Dolmen Securities Ltd (own account)	11/08/2009	Bought	100,000	€0.08	0.04%
Dolmen Securities Ltd (own account)	13/08/2009	Bought	11,500	€0.08	0.00%
Dolmen Securities Ltd (own account)	14/09/2009	Bought	10,000	€0.10	0.00%
Dolmen Securities Ltd (own account)	18/09/2009	Bought	105,000	€0.08	0.04%
Dolmen Securities Ltd (own account)	29/09/2009	Bought	5,000	€0.08	0.00%
Dolmen Securities Ltd (own account)	12/10/2009	Bought	40,000	€0.08	0.02%
Dolmen Securities Ltd (own account)	21/10/2009	Bought	200,000	€0.076	0.08%

7.  ThirdForce Shares held at the date of this Announcement

At the close of business on 10 December 2009, being the last Business Day prior to this announcement, the following persons who are, or are deemed to be, acting in concert with LearnVantage were interested in relevant securities of ThirdForce:

	No. ThirdForce Shares	% ThirdForce issued share capital	Nature of Interest
Mr Pat McDonagh	66,057,375	25.47%	Beneficial
Dolmen Securities Limited	5,752,076	2.22%	Beneficial
Discretionary Clients of Dolmen Securities Limited	5,346,679	2.06%	Non-beneficial
Ms Jennifer Caldwell, Partner, Maples and Calder	84,500	0.03%	Beneficial

At the close of business on 10 December 2009, being the last Business Day prior to this announcement, Mr Brendan O'Sullivan held options over 7,787,601 ThirdForce Shares

8.  General

There are no arrangements to which Rule 8.7 of the Takeover Rules applies which exist between the offeror, or any person acting in concert with the offeror, and any other person.

There are no arrangements to which Rule 8.7 of the Takeover Rules applies which exist between the offeree, or any person who is an associate of the offeree by virtue of any of paragraphs (a) to (g) of the definition of "associate" as set out in the Takeover Rules, and any other person.

Save as disclosed in this announcement, as at the close of business on 10 December 2009, being the last Business Day prior to this announcement, neither LearnVantage nor, so far as LearnVantage is aware, any person acting, or deemed to be acting, in concert with LearnVantage is interested in or holds any short positions in any class of relevant securities of ThirdForce.

Additional interest(s) or dealing(s) of persons presumed to be acting in concert with LearnVantage that come to its attention will be discussed with the Panel and, as necessary, will be announced if requested by the Panel.

Enquiries
Brendan O'Sullivan
LearnVantage Plc	Tel: + 353 (0) 86 311 2868
Tom Nolan
Dolmen Corporate Finance Ltd	Tel: +353 (0) 1 633 3800
(Financial Adviser to LearnVantage)
Eoin Kennedy
Slattery Communications Limited	Tel: +353 (0) 1 661 4055
(Media Enquiries)

Dolmen is a division of Dolmen Securities Limited. Dolmen Securities Limited is regulated by the Financial Regulator. Dolmen is acting exclusively for LearnVantage and no one else in connection with the Offer and Dolmen will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than LearnVantage for providing the protections afforded exclusively to its clients or for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to herein.

The LearnVantage Directors accept responsibility for all of the information contained in this announcement. To the best of the knowledge and belief of the LearnVantage Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.  

This announcement does not constitute an offer to purchase, sell, subscribe or exchange or the solicitation of an offer to purchase, sell, subscribe or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. This announcement does not constitute a prospectus or prospectus equivalent document. ThirdForce Shareholders are advised to read the formal documentation in relation to the Offer carefully.

Capitalised terms used in this announcement shall bear the same meaning as in the Offer Document, unless the context requires otherwise.

Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document and the Prospectus or any document by which the Offer is made.

Overseas Shareholders

The availability of the Offer to persons not resident in Ireland, the United Kingdom or the United States may be affected by the laws of the jurisdiction in which they are resident. Persons who are resident in any jurisdiction or territory other than Ireland, the United Kingdom or the United States should obtain professional advice and observe any applicable requirements.

The Offer will not be made, directly or indirectly in, into or from any Excluded Territory by the use of mails, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or of any facility of a national, state or other securities exchange of any Excluded Territory and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility from or within any Excluded Territory. Accordingly, copies of this announcement and any related offering documents are not being, and must not be mailed or otherwise distributed or sent in, into or from any Excluded Territory and persons receiving such documents (including, without limitation, any nominee, trustee or custodian) must not distribute or send them in, into or from any Excluded Territory and doing so may invalidate any purported acceptance of the Offer by persons in any such jurisdiction. Notwithstanding the foregoing restrictions, LearnVantage reserves the right to permit the Offer to be accepted if, in its sole discretion, it is satisfied that the transaction in question is exempt from or not subject to the legislation or regulation giving rise to the restrictions in question. Failure to comply with the above restrictions may constitute a violation of relevant securities law.

All ThirdForce Shareholders (including, without limitation, any nominee, trustee or custodian) who would otherwise intend to, or who have a contractual or legal obligation to, forward this announcement or any other document(s) issued to ThirdForce Shareholders in connection with the Offer to any Excluded Territory should refrain from doing so and seek appropriate professional advice. 

US Shareholders

The LearnVantage Shares have not been, and will not be registered under the US Securities Act, or under the securities laws of any State of the United States or other jurisdiction within the United States. In the United States, the LearnVantage Shares will be offered and sold in reliance upon an exemption from the registration requirements of the US Securities Act and only to ThirdForce Shareholders who qualify as Accredited Investors. Accordingly, ThirdForce Shareholders who are US Persons and who are not Accredited Investors may only accept the Cash Offer, unless they are outside the United States within the meaning of Regulation S promulgated under the US Securities Act.

The LearnVantage Shares are "restricted securities" within the meaning of Rule 144 of the US Securities Act and may be resold or transferred only in certain limited instances. The certificates evidencing the LearnVantage Shares may bear legends referring to applicable restrictions on transfer.

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

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