IRREVOCABLE UNDERTAKINGS
16 November 2009 - 10:47PM
UK Regulatory
TIDMLIN TIDMLINC
RNS Number : 5619C
LitComp Plc
16 November 2009
16 November 2009
LITCOMP PLC
"LitComp" or "the Company"
IRREVOCABLE UNDERTAKINGS
Further to the announcement on 5 November 2009 regarding Torridon Capital
Limited's recommended cash offer for LitComp plc, Torridon is pleased to
announce it has received four further irrevocable undertakings to accept the
Offer in respect of, in aggregate, a further 774,400 LitComp Shares representing
approximately 12.07 per cent. of LitComp's Diluted Share Capital and with
respect to the Resolution approximately 20.17 per cent. held by LitComp
Shareholders entitled to vote on the Resolution.
On 13 November 2009 LitComp received irrevocable undertakings to accept
the Offer and vote in favour of the Resolution from the following shareholders:
+----------------------+---------------+--------------+--------------------+
| Shareholder | Shareholdings | % of Diluted | % of LitComp |
| | | Share | Shareholders |
| | | Capital | entitled to vote |
| | | | on Resolution |
+----------------------+---------------+--------------+--------------------+
| Simon Carter | 367,200 | 5.72 | 9.56 |
+----------------------+---------------+--------------+--------------------+
| Keith Howell-Jones | 177,200 | 2.76 | 4.62 |
+----------------------+---------------+--------------+--------------------+
| Lewetta Investment | 135,000 | 2.10 | 3.52 |
| Ltd | | | |
+----------------------+---------------+--------------+--------------------+
| DM Bunyard | 95,000 | 1.48 | 2.47 |
+----------------------+---------------+--------------+--------------------+
| Total | 774,400 | 12.07 | 20.17 |
+----------------------+---------------+--------------+--------------------+
All irrevocable undertakings received will cease to be binding in the event that
there is either a higher competing offer for LitComp or a higher offer for those
LitComp Shares subject to the irrevocable undertaking by the 30 November 2009 or
if the Offer lapses or is withdrawn.
Following receipt of this irrevocable undertaking, Torridon has now
received irrevocable undertakings to accept the Offer in respect of
3,419,427 LitComp Shares representing approximately 53.29 per cent. of the
LitComp Diluted Share Capital. In addition, irrevocable undertakings to vote in
favour of the Resolution have been received in respect of 842,438 LitComp Shares
representing approximately 21.94 per cent. of LitComp Shares held by
shareholders entitled to vote on the Resolution.
This announcement should be read in conjunction with the Rule 2.5 announcement
dated 5 November 2009. Terms used in this announcement shall have the meaning
given to them in that announcement.
Enquiries:
+---------------------------------------------+----------------------------+
| LITCOMP PLC | Telephone: +44 (0)147 656 |
| Jason Smart, Chief Executive Officer | 0113 |
| Paul Lavender, Finance Director | |
| | |
+---------------------------------------------+----------------------------+
| TORRIDON CAPITAL LIMITED | Telephone: +44 (0)20 7199 |
| 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 |
| Richard Feigen | |
| 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 | |
+---------------------------------------------+----------------------------+
Astaire Securities, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for LitComp and no one else in connection with
the Offer and this announcement and will not be responsible to anyone other than
LitComp for providing the protections afforded to clients of Astaire Securities
or for providing advice in connection with the Offer or any matter referred to
herein.
Seymour Pierce, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for LitComp and no one else as Nominated
Adviser and Broker for the purpose of the AIM Rules in respect of this
announcement and will not be responsible to anyone other than LitComp for
providing the protections afforded to clients of Seymour Pierce or for providing
advice in connection with the Offer or any matter referred to herein.
Shore Capital and Corporate Limited, which is authorised and regulated by the
Financial Services Authority, is acting exclusively for the Torridon and no one
else in connection with the Offer and will not be responsible to anyone other
than the Torridon for providing the protections afforded to clients of Shore
Capital or for providing advice in connection with the Offer or any matter
referred to herein.
This announcement is for information purposes only and does not constitute an
offer to sell or invitation to purchase or subscribe for any securities or the
solicitation of an offer to sell or invitation to purchase or subscribe for any
securities or any vote for approval in any jurisdiction, nor shall there be any
sale, issue or transfer of the securities referred to in this announcement in
any jurisdiction in contravention of applicable law. The Offer will be made
solely by the Offer Document and the Form of Acceptance accompanying the Offer
Document, which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Any response in relation to
the Offer should be made only on the basis of the information contained in the
Offer Document or any document by which the Offer is made. This announcement
does not constitute a prospectus or prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom. The
release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to laws of other jurisdictions should inform
themselves of, and observe, any applicable requirements. Any failure to comply
with the restrictions in jurisdictions outside the United Kingdom may constitute
a violation of the securities laws of any such jurisdiction.
Shareholders in the United States should note that the Offer relates to the
shares of a UK company and will be governed by English law. Neither the proxy
solicitation nor the tender offer rules under the US Securities Exchange Act of
1934, as amended, will apply to the Offer. Moreover, the Offer will be subject
to the disclosure requirements and practices applicable in the UK, which differ
from the disclosure requirements of the US proxy solicitation rules and tender
offer rules. Financial information included in this announcement and the Offer
documentation with respect to LitComp has been or will have been prepared in
accordance with IFRS and may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with US GAAP.
The Offer will not be made, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and the Offer will not be capable of acceptance from or within a
Restricted Jurisdiction. Accordingly, copies of this announcement and all
documents relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded (including, without limitation, by
telex, facsimile transmission, telephone, internet or other forms of electronic
communication), distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and persons
receiving this announcement and all documents relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise distribute or send
them in, into or from such jurisdictions as doing so may invalidate any
purported acceptance of the Offer. The availability of the Offer to LitComp
Shareholders who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements.
No listing authority or equivalent has reviewed, approved or disapproved of this
announcement or any of the proposals described herein.
Any document, announcement or information relating to the Offer will be
published on the LitComp website: www.litcomp-plc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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