We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Litcomp | LSE:LIN | London | Ordinary Share | GB00B0ZQ8D12 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 35.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMLIN TIDMLINC RNS Number : 0829C LitComp Plc 05 November 2009 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 5 November 2009 LITCOMP PLC RECOMMENDED CASH OFFER BY TORRIDON CAPITAL LIMITED Summary * Further to the announcement made by LitComp plc on 24 September 2009 announcing that it was in advanced discussions regarding a possible offer for the Company, Torridon Capital Limited and the Independent LitComp Directors are pleased to announce today that they have reached agreement on the terms of a recommended cash offer to be made by Torridon Capital Limited for the entire issued and to be issued share capital of LitComp (excluding the share capital held by the Executive Directors and their connected persons which is subject to the arrangements detailed in paragraph 4 below). * Under the terms of the Offer, LitComp Shareholders (except the Executive Directors and their connected persons) are entitled to receive 35 pence in cash for each LitComp Share. The Offer values the Fully Diluted Share Capital of LitComp at approximately GBP5.48 million. * Loan Note Holders will receive an equivalent offer of GBP1.167 per GBP1 Loan Note and continue to receive interest payable by the Company on the Loan Notes up to the date of redemption. Further details can be found in paragraph 15 of this announcement. * The price to be paid under the Offer of 35 pence compares to the closing price of LitComp Shares of 36 pence per LitComp share on 23 September 2009, being the last business day immediately prior to the announcement by LitComp that it had received an approach and to 29 pence per LitComp share being the closing price on the last business day immediately prior to this announcement * Torridon Capital Limited is a newly incorporated Scottish company established solely for the purposes of making the Offer and which is indirectly controlled by Maven and will on the Offer being declared wholly unconditional be controlled by Maven and Nigel Wray. Further information relating to Torridon and its owners and directors is set out in paragraph 9 of this announcement. It is intended that the Executive Directors will be shareholders in Torridon and will continue to manage the LitComp business after completion of the Offer. The transaction has therefore been structured so as to enable the Executive Directors to receive shares in Torridon in exchange for their shareholdings in LitComp. The Independent Directors will resign as soon as reasonably practical following the the Offer becoming, or being declared wholly unconditional. * LitComp plc (AIM:LIN), through its subsidiaries, supplies financial and legal insurance products and litigation services in the United Kingdom. It also provides "After-the-Event" and other specialist insurances, medico legal reports, and psychological reports. LitComp's clients principally comprise firms of solicitors based in the United Kingdom. * Irrevocable undertakings to (a) convert certain of the Loan Notes held by them, (b) consent to the non-payment of the Loan Notes on 31 October 2009, (c) waive their rights in respect of such non-payment for the period prior to the lapse of the Offer and (d) accept the Offer, have been received from Maven and Nigel Wray. * Irrevocable undertakings to (a) convert certain of the Loan Notes held by them, (b) consent to non-payment of the Loan Notes on 31 October 2009 (c) waive their right in respect of such non-payment for period prior to the lapse of the Offer (d) waive their rights under the LitComp Share Schemes and (e) accept the Offer (if extended to them in the event that the Resolution is not passed at the General Meeting) have been received from the Executive Directors and their connected persons who hold LitComp Shares. * Irrevocable undertakings to vote in favour of the Resolution approving the arrangements with the Executive Directors described at paragraph 4 of this announcement which will be proposed at the General Meeting, have been received from Douglas Smith as one of the Independent Directors (Christopher Collins having no shareholding). * In total irrevocable undertakings (excluding those from the Executive Directors and their connected persons) to accept the Offer have been received in respect of 2,645,027 LitComp Shares representing, approximately 41.2 per cent. of the Diluted Share Capital of LitComp (excluding the Executive Directors and their connected persons). Further details of all the irrevocables received by the Company are detailed in Appendix III of this announcement. In addition the Executive Directors have agreed with the Offeror, conditional upon the Offer becoming unconditional as to acceptances, to transfer their shares in the Company to the Offeror in exchange for shares in the Offeror. * The Independent LitComp Directors, who have been so advised by Astaire Securities, consider the terms of the Offer, when taking into account the outstanding obligation on LitComp to repay the Loan Notes on 31 October 2009 and the likely effect on the prospects for the Company as a result, to be fair and reasonable and in the best interests of LitComp Shareholders as a whole. In providing its advice to the Independent LitComp Directors, Astaire Securities inter alia has taken into account the commercial assessments of the Independent LitComp Directors. * The Offer will, when formally made, be conditional upon the receipt of acceptances in respect of LitComp Shares carrying more than 90 per cent. or more by nominal value and voting rights of the LitComp Shares. * The Offer will be funded by Torridon from its cash resources. * The Offer Document containing further details of the Offer and the Form of Acceptance will be posted as soon as reasonably practicable, and in any event within 28 days of this announcement. The Offer will be subject, inter alia, to the satisfaction or waiver of the conditions set out in Appendix I to this announcement and in the Offer Document. Seymour Pierce Limited is unable to act as financial adviser to LitComp due to a conflict of interest under the City Code, but is acting as Nominated Adviser and Broker to LitComp. Astaire Securities plc is acting as financial adviser to LitComp. Shore Capital and Corporate Limited is acting as sole financial adviser to Torridon. This summary should be read in conjunction with, and is subject to, the full text of the following announcement and the Appendices. The Offer will be subject to the conditions set out in Appendix I to this announcement. Appendix II to this announcement contains the bases and sources of certain information contained in this announcement. Appendix III to this announcement contains details of the irrevocable undertakings. Appendix IV to this announcement contains the definitions of certain terms used in this summary. 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)207 448 | | (Financial Adviser to LitComp) | 4400 | | Lindsay Mair | | | Luke Cairns | | | | | +---------------------------------------------+----------------------------+ | Seymour Pierce LIMITED | Telephone: +44 (0)207 107 | | (Nominated Adviser and Broker to LitComp) | 8000 | | Richard Feigen | | | Chris Howard | | | Christopher Wren | | | | | +---------------------------------------------+----------------------------+ | SHORE CAPITAL AND CORPORATE LIMITED | Telephone: +44 (0)207 408 | | (Financial Adviser to the Offeror) | 4090 | | Dru Danford | | | Stephane Auton | | | | | +---------------------------------------------+----------------------------+ | BisHOPSGATE COMMUNICATIONS | Telephone: +44 (0)207 562 | | (Financial PR Advisers to LitComp) | 3350 | | Maxine Barnes | | +---------------------------------------------+----------------------------+ The Directors of the Company accept responsibility for the information contained in this announcement relating to LitComp, the LitComp Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Directors of the Company (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to impact the import of this announcement. The Torridon Directors accept responsibility for the information contained in this announcement other than relating to LitComp, the LitComp Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Offeror Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. 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. Shareholders should be aware that as part of the process of the Offer addresses, electronic addresses and certain other information provided by LitComp Shareholders, persons with information rights and other relevant persons for the receipt of communications from LitComp may be provided to the Offeror (or any other bona fide offeror) during the Offer Period as required under the Code. Any document, announcement or information relating to the Offer will be published on the LitComp website: www.litcomp-plc.com Forward Looking Statements This announcement contains statements about LitComp and the Offeror that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans" "believes", "expects", "aims"," intends", "will", "may", "anticipates", "estimates", "projects", "should" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: statements relating to the expected benefits of the acquisition to the Offeror, background and reasons for the Offer, expectations of the impact of the acquisition on revenue and earnings of the Offeror, information on the prospects of the Offeror or LitComp, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, and future prospects. Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including risks relating to the successful integration of LitComp with the Offeror; higher than anticipated costs relating to the integration of LitComp or investment required in LitComp to realise expected benefits and facts relating to LitComp that may impact the timing or amount of benefit realised from the acquisition that are unknown to the Offeror. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. The Offeror and LitComp disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law. 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. 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 5 November 2009 LITCOMP PLC RECOMMENDED CASH OFFER BY TORRIDON CAPITAL LIMITED 1. Introduction Torridon Capital Limited and the Independent LitComp Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by the Torridon for the entire issued and to be issued share capital of LitComp (excluding the share capital held by the Executive Directors and their connected persons which is subject to the arrangements detailed in paragraph 4 below). 2. The Offer The Offer (which will be subject to the conditions and further terms set out below, in Appendix I to this announcement and in the Offer Document and the Form of Acceptance) will be made on the following terms: for each LitComp Share 35 pence in cash The Offer values the Fully Diluted Share Capital of LitComp at approximately GBP5.48 million. Loan Note Holders will receive an equivalent offer of GBP1.167 per GBP1 Loan Note and continue to receive interest payable by the Company on the Loan Notes up to the date of redemption, further details of which are set out in paragraph 15 below. The Offer will, when formally made, be conditional upon the receipt of acceptances in respect of LitComp Shares which will result in the Offeror holding LitComp Shares carrying more than 90 per cent. of the voting rights then normally exercisable at a general meeting of LitComp. The LitComp Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement. The Offer Document containing further details of the Offer and the Form of Acceptance will be posted as soon as reasonably practicable and in any event within 28 days of this announcement. The Offer will be subject to the satisfaction or waiver of the conditions set out in Appendix I to this announcement and in the Offer Document. 3. Background to and reasons for the Offer Torridon is indirectly controlled by Maven and will, upon the Offer being declared wholly unconditional, be controlled by Maven and Nigel Wray who, between them, are significant Shareholders owning in aggregate 13.23 per cent. of the current issued LitComp Shares. Maven and Nigel Wray were early investors in the Company and have continued their support of the Company through its listing on AIM in March 2006 and subsequent corporate and funding activities. In addition Maven and Nigel Wray own approximately GBP1.4m of the Loan Notes equating to approximately 55.9 per cent. of the Loan Notes currently outstanding. As announced on 31 October 2008, the Company sought, and was subsequently granted, a twelve month extension to the redemption date for the Loan Notes under the Trust Deed. However, in the absence of the Offer being declared unconditional in all respects Maven and Nigel Wray have indicated to the Directors that they would not agree to another extension to the redemption date of the Loan Notes and would seek immediate redemption of their GBP1.4m Loan Notes which (together with all other Loan Notes and interest thereon) were due for repayment by LitComp on 31 October 2009. Furthermore any additional regulatory and working capital required by the Company which would be provided by the Offeror, subject to certain commercial conditions and due diligence, is conditional on the Offer being declared unconditional in all respects and the Company cancelling its quotation on AIM. The Company was liable to redeem the Loan Notes on 31 October 2009 which, in the event that all Loan Note Holders choose to be repaid rather than exercise their rights of conversion into LitComp Shares, gives rise to a funding obligation of approximately GBP2.5m. As at the 30 September 2009 the Company had cash resources of GBP1.9 million. The Loan Notes are secured by the Security. Since the Loan Notes were not redeemed on the due date the Company is in default of the Trust Deed and actions could be taken by the Loan Note Trustee, inter alia, at the request of 75% of the Loan Note Holders to act upon the default under the Trust Deed and thereby enforce the Security. Even if the Offer becomes or is declared unconditional, the Company will be in breach of its obligation under the Trust Deed to redeem the Loan Notes on 31 October 2009. Accordingly, Maven and Nigel Wray have agreed to waive their rights for the period prior to any lapse of the Offer to take action to seek enforcement of the Security following non payment of redemption monies on 31 October 2009. The equivalent offer to be made to the Loan Note Holders pursuant to the Offer secures funding for the redemption of the Loan Notes. 4. Arrangements with the Offeror and the Executive Directors It is essential to Torridon that the Executive Directors remain financially involved in the management of the business and are appropriately incentivised. It is for this reason that the management are being offered the right to roll over their shareholdings (including those held by connected persons) and in particular the continuing commitment of Jason Smart (the Company's Managing Director), Paul Lavender (the Company's Finance Director) and Russell Smart (the Company's Chief Operating Officer), have been key to Torridon's decision to proceed with the Offer. It is intended that Jason Smart, Paul Lavender and Russell Smart will manage the business after completion of the Offer. The Executive Directors are thus being offered the ability to receive shares in Torridon in exchange for their shareholding and Loan Notes in LitComp. To secure the ongoing commitment of the management, Torridon has proposed a directors' incentivisation scheme (the "Scheme") for the Executive Directors. The Scheme provides an opportunity to increase the Executive Directors' proportion of proceeds of a sale or listing of Torridon by up to a maximum of 20 per cent of such proceeds. In order for the Executive Directors to benefit from the Scheme, Nigel Wray and the funds managed by Maven must receive returns of three times their investment into Torridon with an internal rate of return on that investment of at least 30 per cent. The extent of the increase in the Executive Directors' proportion of the proceeds is based on a sliding scale dependent on the internal rate of return achieved by the funds managed by Maven and Nigel Wray. Astaire Securities considers the terms of the arrangements with the Offeror and Executive Directors described in this paragraph 4 to be fair and reasonable so far as the independent Shareholders are concerned. The Offer is conditional on, inter alia, the Shareholders approving these arrangements at a general meeting. Such approval must be obtained, as required by Note 4 on Rule 16 of the City Code, by way of an ordinary resolution passed by the independent Shareholders on a poll at a general meeting (or any adjournment thereof) of LitComp. Accordingly, notice of the General Meeting will be set out in the Offer Document. 5. The Independent LitComp Directors The Board of LitComp has constituted an independent committee to consider the Offer. This Independent Committee consists of Douglas Smith and Christopher Collins. 6.Irrevocables Irrevocable undertakings to accept the Offer have been received from Douglas Smith one of the Independent Directors (Christopher Collins having no shareholding), the Executive Directors and connected persons (if the Offer is extended to them in the event that the Resolution is not passed at the General Meeting), Maven and Nigel Wray. Irrevocable undertakings to vote in favour of the Resolution at the General Meeting have been received from Douglas Smith one of Independent Directors (Christopher Collins having no shareholding). The undertakings (excluding those from the Executive Directors and their connected persons) to accept the Offer are in aggregate in respect of 2,645,027 LitComp Shares (representing approximately 41.2 per cent. of the Diluted Share Capital of LitComp, excluding the Executive Directors and their connected persons). The undertakings to vote in favour of the Resolution at the General Meeting are in aggregate in respect of 68,083 LitComp Shares representing as at the date of this announcement approximately 1.77 per cent of the LitComp Shares held by shareholders entitled to vote on the Resolution. The irrevocable undertakings provided by Douglas Smith one of the Independent Directors, the Executive Directors, Maven and Nigel Wray, will continue to be binding in the event of a higher offer being made for the LitComp Shares by a competing third party. The Irrevocable Undertakings are summarised in Appendix III. 7.Recommendation The Independent LitComp Directors, who have been so advised by Astaire Securities, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Independent LitComp Directors, Astaire Securities has taken into account the commercial assessments of the Independent LitComp Directors. In addition, the Independent LitComp Directors consider the terms of the Offer to be in the best interests of LitComp Shareholders as a whole. In reaching their recommendation the Independent Directors have taken into account the following factors: * The commercial judgments of the Executive Directors, who are not independent for the purposes of the Offer, as to the prospects for the business taking into account the future working and regulatory capital requirements and the possible implications of the Jackson and CJC Review on the Company; * The redemption date for the Loan Notes having passed; * The statement by Maven and Nigel Wray that they are unwilling to extend the repayment term of the Loan Notes and to entertain any alternative scheme other than the Offer for assisting with the refinancing of the Company; * The inability of the Company to date to secure equity funding from alternative sources other than the Offeror; * The requirement for significant additional working and regulatory capital over and above the requirement for the refinancing of the Loan Notes; and * When comparing the cash value per share of the Offer with the potential likely market value per share for an existing ordinary share after an equity refinancing, assuming one were capable of being achieved, that a premium over the value of the Offer is unlikely to be material or to represent an adequate premium for the inherent risks of the ongoing business. Accordingly, the Independent LitComp Directors recommend that LitComp Shareholders accept the Offer and vote in favour of the Resolution at the General Meeting as Douglas Smith, one of the Independent LitComp Directors (Christopher Collins having no shareholding), has irrevocably undertaken to do in respect of his own beneficial holdings of 68,083 LitComp Shares, representing as at the date of this announcement, approximately 1.06 per cent. of the existing issued share capital of LitComp on the terms of his irrevocable undertaking and with respect to the Resolution, approximately 1.77 per cent. of the LitComp Shares held by Shareholders entitled to vote on the Resolution. 8. Background to and reasons for the recommendation In considering whether to recommend the terms of the Offer, the Independent Directors have taken into account the following factors: GBP2,501,200 Loan Notes fell due for redemption on 31 October 2009. The Directors have been informed by Maven and Nigel Wray (who between them own approximately GBP1.4 m of the Loan Notes) that unless the Offer is recommended and accepted, they would not be prepared to extend the redemption date for the Loan Notes beyond 31 October 2009 and nor would they be prepared to exercise their rights to convert the Loan Notes but would seek to enforce their rights of redemption in full. The Company therefore now has a funding obligation of approximately GBP2.5m to meet should all the Loan Note Holders seek to enforce their rights of redemption rather than exercise their rights of conversion into LitComp Shares. The Loan Notes are secured by the Security on, inter alia, the entire issued share capital of Elite and are also subject to cross guarantees. As announced on 2 November the Company is now in default of the Trust Deed and actions could be taken by the Loan Note Trustee (inter alia) at the request of the holders of 75% of the Loan Note to act upon the default under the Trust Deed and thereby enforce the Security. Even if the Offer becomes or is declared unconditional, the Company will be in breach of its obligation under the Trust Deed to redeem the Loan Notes on 31 October 2009. Accordingly Maven and Nigel Wray have agreed to waive their rights to take action to seek enforcement of the Security upon non payment of redemption monies on 31 October 2009, for the period prior to the lapse of the Offer. The equivalent offer to be made to the Loan Note Holders pursuant to the Offer secures funding for the redemption of the Loan Notes. In addition to the immediate requirement to repay the Loan Notes the Company also needs further working capital. As reported in the 31st March 2009 Accounts, the company's cash position in the current year has been impacted by the emphasis on deferred premiums and a number of significant claims are still pending. An injection of capital into Elite is required to enable it to maintain its underwriting capacity and support future growth, and avoid the risk of significantly curtailing its underwriting activities. Further details are provided in paragraph 11 "Current trading and prospects of LitComp." Based on the Company's accessible cash resources as at today's date the Company was unable to redeem the Loan Notes as they fell due on 31 October 2009. Furthermore any payment of the redemption monies out of existing reserves would require regulatory consent which could be withheld or subject to conditions either of which would greatly impact the Company to such a degree that the financing for the redemption of the Loan Notes may not be available from Elite if it wished to continue trading. Accordingly the Directors have for some time been seeking funding for the redemption of the Loan Notes without success. Whilst the Directors obtained a twelve month extension of the redemption date for the Loan Notes on 10 December 2008, it has not been successful in securing appropriate facilities from its existing bankers or equity finance and have been advised that there is little prospect in raising the requisite funds on AIM. The Offer provides the necessary funding for the redemption of the Loan Notes and the Loan Note Holders who do not exercise their rights of conversion into LitComp Shares during the Offer Period, will under the terms of the equivalent offer made to them have their Loan Notes redeemed as detailed in paragraph 15 below. In addition, Torridon will further provide, be it directly or indirectly, the business with the required funding support, subject to certain commercial conditions and due diligence, which has not historically been available. 9. Information on the Offeror Torridon Capital Limited is a newly incorporated Scottish company established solely for the purposes of making the Offer and which is indirectly controlled by Maven and upon the Offer being declared wholly unconditional will be controlled by Maven and Nigel Wray. The directors of Torridon are Stella Panu, Bill Nixon, both partners of Maven and Nigel Wray. The new company provides a suitable structure for the making of the Offer and will also be an appropriate vehicle to seek and receive further injections of capital going forward, which have not been readily available to the Company in its listed structure. 10. Information on LitComp LitComp plc (AIM:LIN), through its subsidiaries, supplies financial and legal insurance products and litigation services in the United Kingdom. It also provides "After-the-Event" and other specialist insurances, medico legal reports, and psychological reports. LitComp's clients are principally United Kingdom based solicitors. 11. Current trading and prospects of LitComp The Company announced its audited annual results for the financial year ended 31 March 2009 on 30 September 2009. Group revenues for the ended 31 March 2009 increased by 157% from GBP11.45 million to GBP29.41 million and adjusted net profit before taxation by 75 per cent. from GBP1.11 million to GBP1.94 million. Headline earnings per share have increased by 77 per cent. from 12.80p to 22.62p and fully diluted earnings per share by 70 per cent. from 5.83p to 9.92p representing a strong performance in a difficult environment. Group cash was GBP2.68 million which is required for the purposes of working capital by Elite. As at 30 September 2009 the Company had cash resources of GBP1.9m. However the Company's annual report and accounts contained the following going concern statement in the notes to the financial statements under the heading "accounting policies": Going concern The financial statements have been prepared on a going concern basis which the Directors believe to be appropriate for the following reasons. As set out in Note 19 and Note 21, the Group has financed its operations to date through a variety of sources of external finance primarily and convertible Loan Notes. There are currently GBP2,551,200 of 10% Secured Convertible Loan Notes outstanding which can be converted on any date on which interest becomes payable; the last date prior to maturity for conversion is 31 October 2009. Thereafter the Company can still accept conversions although interest continues to be payable if the Loan Notes are not converted or redeemed on that date. As set out in note 27 below Directors are in advanced discussions regarding arrangements for potential funding of the redemption of the Loan Notes. If these discussions do not conclude successfully Directors expect that a majority of Loan Note Holders, including Directors, will convert or extend their Loan Notes leaving the remaining Loan Note Holders to be redeemed from the Group's internal cash resources. Use of internal cash resources for this purpose is likely to reduce underwriting capacity, and thus profitability. Although Elite does have significant cash reserves it is not the Directors present intention to utilise these for the repayment of Loan Notes. At the present time a material reduction in Elite's cash reserves will reduce its underwriting capacity and consequently the volume of business which it can write and would thus reduce its profitability. However the Group's, and Elite's, substantial net assets and current nil gearing should enable suitable funding to be arranged. Accordingly the financial statements are prepared on a going concern basis. Any future trading will be materially impacted by the outcome of the redemption or otherwise of the approximately GBP2.5m of Loan Notes outstanding at the time of this announcement. In order for the Company to diversify its range of insurance products it will need additional solvency capital. Therefore, taking the cash position of the Group and the restrictions on growth that it represents together with the unknown risks represented by the pending Jackson and CJC Review, in the absence of significant access to funds over and above the requirement to repay the Loan Notes, the Directors would consider the prospects of the LitComp to be challenging. However, in the context of the proposed funding that may be required to grow the business that Torridon can make available or have access to, subject to certain commercial conditions and due diligence, following the Offer, the Directors believe, the prospects remain positive and the board does not consider there to be any material threat to the ongoing business save for the usual risks associated with it and those beyond its control. 12. Delisting and Compulsory Acquisition If the Offeror receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more by nominal value and voting rights of the LitComp Shares to which the Offer relates and assuming all other conditions of the Offer have been satisfied or waived (if they are capable of being waived), the Offeror intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining LitComp Shares to which the Offer relates on the same terms as the Offer. Upon the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the London Stock Exchange, the Offeror intends to procure that LitComp will apply to the London Stock Exchange for the cancellation of the LitComp Shares from trading on AIM. Provided the Offeror has acquired, by virtue of its shareholdings and acceptances of the Offer, LitComp Shares carrying more than 75 per cent. of the voting rights of LitComp and provided the Offer has become or has been declared unconditional in all respects, it is anticipated that such cancellation will take effect no earlier than 20 business days after the Offeror has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the LitComp Shares to which the Offer relates. 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. It is also intended that, following the Offer becoming unconditional in all respects and after the cancellation of admission of the LitComp Shares from AIM, the Offeror will seek to re-register LitComp as a private limited company. Further details of the Offer will be contained in the Offer Document. 13. Management and employees The Offeror attaches great importance to the skills and experience of the existing management and employees of LitComp and the Offeror expects that LitComp's employees will play an important role in the future structure of the Company. The Offeror has given the board of LitComp assurances that, following completion of the Offer, the existing employment rights, including pension rights, of the management and employees of LitComp will be safeguarded. The Offeror's plans for LitComp do not involve any material change in the conditions of employment of LitComp's employees although it is intended that the Offeror will review the strategic options for the current business operations of LitComp after the Offer has become or been declared wholly unconditional. The Independent Directors will resign as soon as reasonably practical following the the Offer becoming, or being declared wholly unconditional. 14. LitComp Share Schemes Participants in the LitComp Share Schemes will be contacted regarding the effect of the Offer on their rights under those schemes and appropriate proposals will be made to such participants in due course. Further details of these proposals will be set out in separate letters to be sent to participants in the LitComp Share Schemes. 15.LitComp Plc 10 per cent. Convertible Secured Loan Stock 2008 In accordance with the terms of the Trust Deed, during the Offer Period, the Loan Note Holders may exercise their rights to convert their Loan Notes into LitComp Shares at a conversion price of 30p per share. Interest on such Loan Notes will only be payable by the Company up to the date of conversion whereas if they are not converted interest will be payable by the Company up to the date of their purchase pursuant to the equivalent offer to the Loan Note holders. Those Loan Note Holders who do not exercise their rights to convert their Loan Notes into Litcomp Shares during the Offer Period will receive an equivalent offer of GBP1.167 per GBP1 Loan Note representing a 16.7 per cent. premium to the value of the Loan Note and will continue to receive interest payable by the Company on the Loan Notes up to the date of redemption. The Independent Directors, who have been so advised by Astaire Securities, consider the terms of the equivalent offer to the Loan Note Holders to be fair and reasonable. Further details of these proposals will be set out in the Offer Document which will be sent in any event, within 28 days of the date of this announcement. 16. Financing The cash consideration payable by the Offeror under the terms of the Offer will be funded using the Offeror's cash resources. Shore Capital and Corporate Limited, financial adviser to the Offeror, is satisfied that sufficient resources are available to satisfy the cash consideration payable to LitComp Shareholders under the terms of the Offer and to satisfy the cash repayable to the Loan Note Holders upon their acceptance of the terms of the equivalent offer to Loan Note Holders. 17. Disclosure of interests in LitComp As at 4 November 2009, the last practicable date before this announcement, and save for the irrevocable undertakings referred to in paragraph 6 above, Torridon and persons acting in concert with Torridon owned or controlled the following LitComp Shares: +---------------+------------+--------------+--------------------+-----------------+ | Name | Ordinary | Ordinary | Ordinary Shares | Per Cent of the | | | shares | Shares from | from conversion of | issued share | | | | conversion | Options under the | capital (prior | | | | of Loan | LitComp Share | to conversion) | | | | Notes | Schemes | | +---------------+------------+--------------+--------------------+-----------------+ | Maven (held | 249,444 | 1,333,333 | Nil | 3.91 | | as detailed | | | | | | below) | | | | | +---------------+------------+--------------+--------------------+-----------------+ | Aberdeen | 132,889 | Nil | Nil | 2.08 | | Growth | | | | | | Opportunities | | | | | | VCT plc | | | | | +---------------+------------+--------------+--------------------+-----------------+ | Aberdeen | 116,555 | Nil | Nil | 1.83 | | Growth | | | | | | Opportunities | | | | | | VCT plc ("C" | | | | | | SharePool) | | | | | +---------------+------------+--------------+--------------------+-----------------+ | Aberdeen | Nil | 333,333 | Nil | N/A | | Growth | | | | | | Opportunities | | | | | | VCT 2 plc | | | | | +---------------+------------+--------------+--------------------+-----------------+ | Talisman | Nil | 166,667 | Nil | N/A | | First VCT | | | | | | plc | | | | | +---------------+------------+--------------+--------------------+-----------------+ | Aberdeen | Nil | 833,333 | Nil | N/A | | Growth VCT1 | | | | | | plc | | | | | +---------------+------------+--------------+--------------------+-----------------+ | Nigel | 595,000 | 3,333,333 | Nil | 9.32 | | Wray (held | | | | | | where | | | | | | applicable | | | | | | as detailed | | | | | | below) | | | | | +---------------+------------+--------------+--------------------+-----------------+ | Pershing | 595,000 | | Nil | 9.32 | | Nominees | | | | | | Limited | | | | | +---------------+------------+--------------+--------------------+-----------------+ | TOTAL | 844,444 | 4,666,666 | Nil | 13.23 | +---------------+------------+--------------+--------------------+-----------------+ As at 4 November 2009, the last practicable date before this announcement, and save as disclosed above, neither the Offeror nor any Offeror Directors nor, so far as the Offeror is aware, any party acting in concert with the Offeror, has any short position (whether conditional or absolute and whether in the money or otherwise) including short positions under derivatives or arrangement in relation to LitComp Securities. For these purposes, "arrangement" includes any indemnity or option arrangement or any agreement or understanding, formal or informal, of whatever nature, relating to LitComp Securities which may be an inducement to deal or refrain from dealing in such securities. In the interests of secrecy prior to this announcement, the Offeror has not made any enquiries in this respect of the matters referred to in this paragraph of certain parties who may be deemed by the Panel to be acting in concert with them for the purposes of the Offer. Enquiries of such parties will be made as soon as practicable following the date of this announcement and any material disclosure in respect of such parties will be included in the Offer Document. 18.General The Offer will be made on the terms and subject to the conditions and further terms set out herein and in Appendix I to this announcement and to be set out in the Offer Document and the Form of Acceptance. The Offer Document will include full details of the Offer, together with notice of the General Meeting and the expected timetable of the Offer. The Offer Document and the Form of Acceptance will be dispatched to LitComp Shareholders in due course. The Offer will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the Financial Services Authority. Appendix II to this announcement contains details of the sources of information and bases of calculations set out in this announcement. Appendix III to this announcement contains details of the irrevocable undertakings that have been provided to the Offeror. Appendix IV to this announcement contains definitions of certain expressions used in this announcement. This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities. This announcement also does not constitute a prospectus or prospectus equivalent document. APPENDIX I CONDITIONS AND FURTHER TERMS OF THE OFFER Part A: Conditions of the Offer to LitComp Shareholders The Offer will be conditional upon the Offer becoming unconditional by not later than four months from the date that the Offer Document is posted or such later date (if any) as LitComp and the Offeror may agree and (if required) the Panel may allow. 1The Offer will be conditional upon: 1.1valid acceptances of the Offer being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as the Offeror may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 90 per cent. of such LitComp Shares to which the Offer relates and not less than 90 per cent. (or such lower percentage as the Offeror may decide) of the voting rights carried by the LitComp Shares to which the Offer relates, provided that, unless agreed by the Panel, this condition will not be satisfied unless the Offeror (together with its wholly owned subsidiaries) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) directly or indirectly LitComp Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of LitComp, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to LitComp Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise. For the purposes of this condition: 1.1.1LitComp Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights they will carry upon issue; 1.1.2 the expression "LitComp Shares to which the Offer relates" shall be construed in accordance with Part 28 of the Companies Act 2006; and 1.1.3 valid acceptances shall be deemed to have been received in respect of any LitComp Shares which the Offeror shall, pursuant to section 977(1) or sections 979(8) to (10) of the Companies Act 2006 be treated as having acquired or contracted to acquire by virtue of acceptance of the Offer. 2The passing at the General Meeting (or at any adjournment thereof) of an ordinary Resolution of Shareholders approving the arrangements between Torridon and the Executive Directors as required by the City Code. The full text of the Resolution will be set out in the Offer Document. 3In addition, LitComp and the Offeror have agreed that, subject as stated in Part B below, the Offer will also be conditional upon: 3.1no central bank, government or governmental, quasi-governmental, state or local government, supranational, statutory, environmental, administrative, investigative or regulatory body, agency, court, association, institution or any other person or body in any jurisdiction (a "Relevant Authority") having taken, instituted, implemented or threatened any action, proceeding, suit, investigation or enquiry, or enacted, made or proposed any statute, regulation order, decision, changed a published position or otherwise taken any other step that would or might be reasonably expected to: 3.1.1require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Offeror Group or any member of the Wider LitComp Group of all or any portion of their respective businesses, assets or properties or delay any disposal of all or any portion of such businesses, assets or properties or otherwise impose any material limitation or restriction (other than those arising under general law) on the ability of any member of the Wider Offeror Group or the LitComp Group to conduct their respective businesses (or any part of them) or to own or control any of their respective assets or properties or any part of them which, in any such case, is material in the context of the Wider LitComp Group taken as a whole or in the context of the Offer; 3.1.2require any member of either the Wider Offeror Group or LitComp Group (other than pursuant to the implementation of the Offer) to acquire or make an offer to acquire or repay any shares or other securities in and/or indebtedness of any member of the Wider LitComp Group owned by any third party; or 3.1.3impose any material limitation on, or result in a material delay in, the ability of the Offeror or the Wider Offeror Group directly or indirectly to acquire or to hold or to exercise effectively directly or indirectly all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in LitComp or the ability of the Offeror to hold or exercise effectively any rights of ownership of shares, loans or other securities in, or to exercise management control over any member of the Wider LitComp Group which, in any such case, is material in the context of the Wider LitComp Group taken as a whole or in the context of the Offer; 3.1.4otherwise adversely affect any or all of the business, assets, liabilities, financial or trading position, profits or prospects of any member of the LitComp Group in each case to an extent which is material in the context of the Wider LitComp Group taken as a whole or in the context of the Offer; 3.1.5result in any member of the Wider LitComp Group ceasing to be able to carry on business under any name under which it presently does so to an extent which is material in the context of the Wider LitComp Group taken as a whole or in the context of the Offer; 3.1.6make the Offer or its implementation or the acquisition of any shares or other securities in, or control of the Wider LitComp Group, by any member of the Wider Offeror Group, void, unenforceable, illegal and/or prohibited in or under the laws of any jurisdiction or otherwise in a material way restrict, restrain, prohibit, prevent, delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or require amendment of, or otherwise challenge or interfere with, the Offer to an extent which is material in the context of the Offer; or 3.1.7impose any material limitation on the ability of any member of the Wider Offeror Group or the LitComp Group to integrate or co-ordinate its business, or any material part of it, with the business of the Wider Offeror Group or the Wider LitComp Group, and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceedings, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction having expired, lapsed or been terminated; 3.2all necessary filings, applications and/or notifications which are necessary in connection with the Offer having been made and all appropriate waiting or other time periods (including any extensions thereof) in respect of the Offer under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated and all statutory or regulatory obligations in any jurisdiction having been complied with in each case as may be necessary in connection with the Offer or its implementation or the acquisition by any member of the Wider Offeror Group of any shares or other securities in, or control of, any member of the Wider LitComp Group, in each case to the extent the absence thereof would have a material adverse effect in the context of the Wider LitComp Group or the Wider Offeror Group in each case taken as a whole and all authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals ("authorisations") necessary in any jurisdiction for or in respect of the Offer and the proposed acquisition of any shares or other securities in, or control or management of, LitComp by the Offeror or any member of the Wider Offeror Group being obtained in terms and in a form satisfactory to Offeror, acting reasonably, from appropriate Relevant Authorities or from any persons or bodies with whom any member of the Wider Offeror Group or the LitComp Group has entered into contractual arrangements where the absence of such authorisations would have a material adverse effect on the Wider LitComp Group taken as a whole and such authorisations together with all authorisations necessary for any member of the Wider LitComp Group to carry on its business remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke, suspend, restrict or amend or not renew the same, and there being no indication that the renewal costs of any such authorisation might be higher than the renewal costs for the current authorisation to an extent material in the context of the Wider LitComp Group or the Wider Offeror Group in each case taken as a whole and all necessary statutory or regulatory obligations in any jurisdiction having been complied with where the absence of such compliance would have a material adverse effect on the Wider LitComp Group taken as a whole; 3.3save as fairly disclosed in the Annual Report or as Publicly Announced or fairly disclosed in writing to the Offeror or its advisers by or on behalf of LitComp in the course of the negotiations relating to the Offer, in each case prior to the date of this announcement, there being no provision of any arrangement, agreement, lease, licence, permit or other instrument to which any member of the LitComp Group is a party or by or to which any such member or any of its assets is or may be bound or subject which, as a consequence of the Offer or the acquisition by the Offeror or any member of the Wider Offeror Group of any shares or other securities (or the equivalent) in LitComp or because of a change in the control or management of any member of the Wider LitComp Group or otherwise, would be expected to result in, in any case to an extent which is material in the context of the Wider LitComp Group taken as a whole or in the context of the Offer in: 3.3.1any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any member of the Wider LitComp Group which is not already payable on demand, being or becoming repayable, or being capable of being declared repayable immediately or prior to their or its stated maturity, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited; 3.3.2the creation or enforcement of any mortgage, charge or other security interest, over the whole or any part of the business, property, interests or assets of any member of the LitComp Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforced or enforceable; 3.3.3any arrangement, agreement, lease, licence, permit or other instrument or the rights, liabilities, obligations or interests or any member of the Wider LitComp Group under any such arrangement, agreement, lease, licence, permit or instrument (or any arrangement, agreement, lease, licence, permit or instrument relating to any such right, liability, obligation or interest) or the interests or business of any such member in or with any other person, firm, company or body being, or becoming capable of being, terminated or adversely modified or affected or any onerous obligation or liability arising or any material adverse action being taken thereunder; 3.3.4any assets or interests of any member of the Wider LitComp Group being or falling to be disposed of or charged (otherwise than in the ordinary course of trading) or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider LitComp Group (otherwise than in the ordinary course of trading); 3.3.5any such member of the Wider LitComp Group ceasing to be able to carry on business under any name under which it presently does so; 3.3.6the value, financial or trading position, profits or prospects of LitComp or any member of the LitComp Group being prejudiced or adversely affected; 3.3.7the creation of any material liability (actual or contingent) of any member of the Wider LitComp Group to make severance, termination, bonus or other payment to any of its directors or officers; or 3.3.8the creation of any liability (actual or contingent) by any member of the LitComp Group other than in the ordinary course of business, and no event having occurred which under any provision of any arrangement, agreement, lease, licence, permit or other instrument to which any member of the Wider LitComp Group is a party or by or to which any such member or any of its assets is or may be bound or subject, would or might reasonably be expected to result in any of the events or circumstances which are referred to in conditions 3.3.1. to 3.3.7; 3.4save as fairly disclosed in the Annual Report or as Publicly Announced or fairly disclosed in writing to the Offeror or its advisers by or on behalf LitComp in the course of the negotiations relating to the Offer, in each case prior to the date of this announcement, no member of the Wider LitComp Group having since 31 March 2009: 3.4.1issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares or securities of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities (save as between LitComp and wholly-owned subsidiaries of LitComp and save for the issue of the LitComp Shares pursuant to or in connection with rights granted before the date of this announcement under, or the grant of rights before such date under, LitComp Share Schemes) or redeemed, purchased, repaid or reduced or proposed the redemption, purchase, repayment or reduction of any part of its share capital or any other securities; 3.4.2recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of LitComp to LitComp or any of its wholly-owned subsidiaries; 3.4.3other than pursuant to the implementation of the Offer (and save for transactions between LitComp and its wholly-owned subsidiaries and transactions in the ordinary course of business) implemented, effected, authorised, proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, arrangement, assignment, composition, amalgamation, scheme, commitment or acquisition or disposal or transfer of assets or shares (or the equivalent thereof) or any right, title or interest in any assets or shares or other transaction or arrangement in respect of itself or another member of the Wider LitComp Group which in each case would be material in the context of the Wider LitComp Group taken as a whole, its share or loan capital or in the context of the Offer; 3.4.4(save for transactions between LitComp and its wholly-owned subsidiaries and save for transactions in the ordinary course of business) disposed of, or transferred, mortgaged or charged, or created any other security interest over, any asset or shares or any right, title or interest in any material asset or shares that is material in the context of the Wider LitComp Group taken as a whole or authorised, proposed or announced any intention to do so; 3.4.5made, authorised, proposed or announced an intention to propose any change in its loan capital which is material in the context of the Wider LitComp Group; 3.4.6(save for transactions between LitComp and its wholly-owned subsidiaries) issued, authorised or proposed or announced an intention to authorise or propose, the issue of any debentures or (save for transactions under existing credit arrangements or in the ordinary course of business) incurred any indebtedness or contingent liability which is material in the context of the Wider LitComp Group as a whole or in the context of the Offer; 3.4.7entered into, varied or terminated, or authorised, proposed or announced its intention to enter into, vary, terminate or authorise any contract, arrangement, agreement, transaction or commitment (other than in the ordinary course of business and whether in respect of capital expenditure or otherwise) which is of a loss-making, long term, unusual or onerous nature or magnitude or which involves or is reasonably likely to involve an obligation of such a nature or magnitude which is, in each case material in the context of the Wider LitComp Group or in the context of the Offer; 3.4.8entered into any contract, arrangement, agreement, transaction or commitment which would be restrictive on the business of any member of the Wider LitComp Group, or the Wider Offeror Group or which is or could involve obligations which would or might reasonably be expected to be so restrictive which is material in the context of the Wider LitComp Group as a whole or in the context of the Offer; 3.4.9entered into or varied to a material extent or authorised, proposed or announced its intention to enter into or vary to a material extent the terms of, or make any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any service agreement with any director or senior executive of any member of the Wider LitComp Group; 3.4.10proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider LitComp Group save as agreed by the Offeror in writing; 3.4.11purchased, redeemed or repaid or announced a proposal to purchase, redeem or repay any of its own shares or other securities (or the equivalent) or reduced or made any other change to or proposed the reduction or other change to any part of its share capital, save for any shares the allotment of shares in connection with the LitComp Share Schemes pursuant to rights granted before the date of this announcement or as between LitComp and wholly-owned subsidiaries of LitComp; 3.4.12(other than in respect of claims between LitComp and wholly-owned subsidiaries of LitComp) waived, compromised or settled or authorised any such waiver or compromise of any claim which is material in the context of the Wider LitComp Group taken as a whole; 3.4.13(save as disclosed on publicly available registers prior to the date of the announcement or as envisaged in accordance with the terms of the Offer) made any alteration to its memorandum or articles of association; 3.4.14save to the extent agreed by the Offeror in writing, made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors and/or employees and/or their dependants or any material favourable change to the benefits which accrue, or to the pensions which are payable (including contributions payable to any such schemes), thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation; 3.4.15been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or any part of any business or proposed or entered into any composition or voluntary arrangement with its creditors (or any class of them) or the filing at court of documentation in order to obtain a moratorium prior to a voluntary arrangement or, by reason of actual or anticipated financial difficulties, commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness which is material in the context of the Wider LitComp Group as a whole or in the context of the Offer; 3.4.16(other than in respect of a company which is dormant and was solvent at the relevant time) taken or proposed any corporate action or had any action or proceedings or other steps threatened or instituted against it for its winding-up (voluntary or otherwise), dissolution, striking off or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous proceedings or steps in any jurisdiction for the appointment of any analogous person in any jurisdiction; or 3.4.17entered into any contract, agreement, arrangement or commitment or passed any resolution or made any proposal or announcement with respect to, or to effect, any of the transactions, matters or events referred to in this condition 3.4; 3.5save as fairly disclosed in the Annual Report or as Publicly Announced or fairly disclosed in writing to the Offeror or its advisers by or on behalf of LitComp in the course of negotiations relating to the Offer, in each case prior to the date of this announcement, since 31 March 2009 there having been: 3.5.1no adverse change or deterioration in the business, assets, financial or trading position or profits or prospects of any member of the Wider LitComp Group other than as a result of a change in economic conditions affecting similar businesses generally, which is material in the context of the Wider LitComp Group taken as a whole or in the context of the Offer; 3.5.2no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider LitComp Group and which would have a material adverse effect on the Wider LitComp Group taken as a whole or in the context of the Offer; 3.5.3no enquiry or investigation by or complaint or reference to any Relevant Authority or other investigative body, threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the LitComp Group which would have a material adverse effect on the Wider LitComp Group taken as a whole in the context of the Offer; 3.5.4no contingent or other liability having arisen or become apparent to any member of the Wider Offeror Group or increased which would or might be reasonably be expected to adversely affect any member of the Wider LitComp Group and which in any such case is material in the context of the Wider LitComp Group taken as a whole or in the context of the Offer; and 3.5.5no steps taken and no omissions made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider LitComp Group which is necessary for the proper carrying on of its business, which is material in the context of the Wider LitComp Group taken as a whole or in the context of the Offer; 3.6save as fairly disclosed in the Annual Report or as Publicly Announced or fairly disclosed in writing to the Offeror or its advisers by or on behalf of LitComp in the course of negotiations relating to the Offer, in each case prior to the date of this announcement, the Offeror not having discovered: 3.6.1that the financial, business or other information concerning the Wider LitComp Group which is Publicly Announced or disclosed at any time by or on behalf of any member of the Wider LitComp Group contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which was not subsequently corrected by 4 November 2009 by disclosure either publicly or otherwise to the Offeror, which is, in any case, material in the context of the Wider LitComp Group or in the context of the Offer; 3.6.2that any member of the Wider LitComp Group, partnership, company or other entity in which any member of the Wider LitComp Group has a significant economic interest and which is not a subsidiary undertaking of the Wider LitComp Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise, which is material in the context of the Wider LitComp Group taken as a whole or in the context of the Offer; 3.6.3any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider LitComp Group to an extent which is material in the context of the Wider LitComp Group as a whole or in the context of the Offer; 3.6.4that any past or present member of the Wider LitComp Group, partnership, company or entity in which any member of the Wider LitComp Group has an economic interest and which is not a subsidiary undertaking of the Wider LitComp Group, has breached any trade marks, service marks, trade names, domain names, logos, get-up, patents, inventions, registered and unregistered design rights, copyrights, semi-conductor topography rights, database rights and all other similar rights in any part of the world (including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations) of any third party to an extent which is material in the context of the Wider LitComp Group taken as a whole or in the context of the Offer. Part B: Waiver of conditions and further terms of the Offer Subject to the requirements of the Panel, the Offeror reserves the right to waive, in whole or in part, all or any of the above conditions 2 and 3.1 to 3.6 (inclusive). If the Offeror is required by the Panel to make an offer for LitComp Shares under the provisions of Rule 9 of the City Code, the Offeror may make such alteration to any of the above conditions, including Condition 1, as are necessary to comply with the provisions of that Rule. The Offeror shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of conditions 2 and 3.1 to 3.6 (inclusive) by a date earlier than the latest date for the fulfilment of that condition notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. The Offer will lapse and will not proceed unless all the above conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by the Offeror to be or remain satisfied, by not later than four months from the date the offer is posted or such later date (if any) as LitComp and the Offeror may agree and (if required) the Panel may allow. Part C: Certain further terms of the Offer The Offeror reserves the right to elect to implement the Offer by way of a scheme of arrangement under Part 26 of the Companies Act 2006. In such event, the scheme of arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer. APPENDIX II SOURCES OF INFORMATION AND BASES OF CALCULATION (i) The value placed by the Offer on the Fully Diluted Share Capital of LitComp is based on the total shares in issue and to be issued of 15,663,266 (not including ordinary shares held in treasury) on a fully diluted basis. (ii) The closing share price on 23 September 2009 is the mid-market price taken from Bloomberg. (iii) The International Securities Identification Number for LitComp Shares is GB00B0ZQ8D12. (iv) The International Securities Identification Number for LitComp's Convertible Secured Loan Stock 2008 is GB00B0Y5LY13. APPENDIX III DETAILS OF IRREVOCABLE UNDERTAKINGS The following holders of LitComp Shares have given irrevocable undertakings to accept the Offer (where applicable), to consent to non-payment of the Loan Notes on 31 October 2009, to waive their rights in respect of such non-payment and to and vote in favour of the Resolution at a General Meeting (where applicable): Executive Directors, management of LitComp and their connected parties +--------------+--------------+--------------+--+--------------+-----------+ | Name | Number of | % of the | | Number of | % of | | | LitComp | Issued Share | | LitComp | Diluted | | | Shares | Capital | | Shares | Share | | | | | | arising on | Capital | | | | | | conversion | | | | | | | of Loan | | | | | | | Notes | | +--------------+--------------+--------------+--+--------------+-----------+ | Jason Smart | 874,639 | 13.6 | | 275,000 | 13.3 | +--------------+--------------+--------------+--+--------------+-----------+ | Paul | 9,775 | 0.15 | | 60,000 | 0.8 | | Lavender | | | | | | +--------------+--------------+--------------+--+--------------+-----------+ | Russell | 190,000 | 2.97 | | 166,667 | 4.1 | | Smart | | | | | | +--------------+--------------+--------------+--+--------------+-----------+ | Loretta | 626,121 | 9.8 | | Nil | 7.3 | | Dunsford | | | | | | | (wife of | | | | | | | Russell | | | | | | | Smart) | | | | | | +--------------+--------------+--------------+--+--------------+-----------+ | Total | 1,700,535 | 26.64 | | 501,667 | 25.55 | +--------------+--------------+--------------+--+--------------+-----------+ These undertakings cease to be binding if the Offer Document is not posted by 30 November 2009 (or such later date as the Panel may agree) or the Offer lapses or does not complete before the date falling four months after the date that the Offer Document is posted and will remain binding in the event of a higher competing offer being made for LitComp, unless the Offer lapses or is withdrawn. The Executive Directors have also irrevocably undertaken to exercise their rights to convert certain of their Loan Notes, subject to the provisions of Rule 9 of the Code, and have further agreed to waive their rights to any options they may be entitled to under the LitComp Share Schemes. The Independent Directors +--------------+--------------+--------------+--+--------------+-----------+ | Name | Number of | % of the | | Number of | % of | | | LitComp | Issued Share | | LitComp | Diluted | | | Shares | Capital | | Shares | Share | | | | | | arising on | Capital | | | | | | conversion | | | | | | | of Loan | | | | | | | Notes | | +--------------+--------------+--------------+--+--------------+-----------+ | Douglas | 68,083 | 1.06 | | Nil | 0.78 | | Smith | | | | | | +--------------+--------------+--------------+--+--------------+-----------+ | Christopher | Nil | n/a | | Nil | n/a | | Collins | | | | | | +--------------+--------------+--------------+--+--------------+-----------+ | Total | 68,083 | 1.06 | | Nil | 0.78 | +--------------+--------------+--------------+--+--------------+-----------+ These undertakings cease to be binding if the Offer Document is not posted by 30 November 2009 (or such later date as the Panel may agree) or the Offer lapses or does not complete before the date falling four months after the date that the Offer Document is posted and will remain binding in the event of a higher competing offer being made for LitComp, unless the Offer lapses or is withdrawn. The Offeror +--------------+--------------+--------------+--+---------------+-----------+ | Name | Number of | % of the | | Number of | % of | | | LitComp | Issued Share | | LitComp | Diluted | | | Shares | Capital | | Shares | Share | | | | | | arising on | Capital | | | | | | conversion of | | | | | | | Loan Notes | | +--------------+--------------+--------------+--+---------------+-----------+ | Maven | 249,444 | 3.91 | | 520,000 (out | 8.9 | | | | | | of a total | | | | | | | entitlement | | | | | | | of | | | | | | | 1,333,333) | | +--------------+--------------+--------------+--+---------------+-----------+ | Nigel Wray | 595,000 | 9.32 | | 1,212,500 | 21 | | | | | | (out of a | | | | | | | total | | | | | | | entitlement | | | | | | | of | | | | | | | 3,333,333) | | +--------------+--------------+--------------+--+---------------+-----------+ | Total | 844,444 | 13.23 | | 1,732,500 | 29.9 | | | | | | (out of a | | | | | | | total | | | | | | | entitlement | | | | | | | of | | | | | | | 4,666,666) | | +--------------+--------------+--------------+--+---------------+-----------+ This undertakings cease to be binding if the Offer Document is not posted by 30 November 2009 (or such later date as the Panel may agree) or the Offer lapses or does not complete before the date falling four months after the date that the Offer Document is posted and will remain binding in the event of a higher competing offer being made for LitComp, unless the Offer lapses or is withdrawn. Maven and Nigel Wray have also irrevocably undertaken to exercise their rights to convert certain of their Loan Notes, subject to the provisions of Rule 9 of the Code. APPENDIX IV DEFINITIONS The following definitions apply throughout this announcement unless the context requires otherwise. +----------------------------+---------------------------------------------+-------+ | "AIM" | the AIM market operated by the London Stock | | | Exchange; | +----------------------------+-----------------------------------------------------+ | "Annual Report" | the annual report and accounts of LitComp for the | | | year ended 31 March 2008; | +----------------------------+-----------------------------------------------------+ | "Astaire Securities" | Astaire Securities of 30 Old Broad Street, London, | | | EC2N 1HT; | +----------------------------+-----------------------------------------------------+ | "ATE" | After the Event insurance; | +----------------------------+-----------------------------------------------------+ | "Business Day" | a day (other than Saturdays, Sundays and public | | | holidays in the UK) on which banks are open for | | | business (other than solely for trading and | | | settlement in Euros) in the City of London; | +----------------------------+-----------------------------------------------------+ | "City Code" or "Code" | the City Code on Takeovers and Mergers; | +----------------------------+-----------------------------------------------------+ | "Diluted Share Capital" | the issued LitComp Shares and the to be issued | | | LitComp Shares assuming the exercise of certain of | | | the Loan Notes and the Executive Directors waiving | | | of their rights under the LitComp Share Schemes | | | under the irrevocable commitments entered into by | | | the Executive Directors and the Offeror as detailed | | | in Appendix III; | +----------------------------+-----------------------------------------------------+ | "Elite" | Elite Insurance Company Limited, a wholly owned | | | subsidiary of the Company; | +----------------------------+-----------------------------------------------------+ | "Exchange Act" | the United States Securities Exchange Act of 1934 | | | (as amended) and the rules and regulations | | | promulgated thereunder; | +----------------------------+-----------------------------------------------------+ | "Fully Diluted Share | the issued LitComp Shares and theoretically to be | | Capital of LitComp" | issued LitComp Shares assuming exercise of the | | | outstanding 20,000 options and 921,607 warrants | | | (not including those options or warrants that the | | | Executive Directors have waived their rights to or | | | are not "in the money" for the purposes of the | | | Offer) under the LitComp Share Schemes and | | | GBP2,501,200 Loan Notes (convertible into 8,337,333 | | | LitComp Shares); | +----------------------------+-----------------------------------------------------+ | "Forms of Acceptance" | the form of acceptance, election and authority for | | | use by LitComp Shareholders in connection with the | | | Offer which will accompany the Offer Document when | | | issued; | +----------------------------+-----------------------------------------------------+ | "Financial Services | the Financial Services Authority in its capacity as | | Authority" | the competent authority for the purposes of Part VI | | | of the Financial Services and Markets Act 2000; | +----------------------------+-----------------------------------------------------+ | "General Meeting" | the general meeting of LitComp Shareholders (and | | | any adjournment thereof) to be convened in | | | connection with the Offer, the notice of which will | | | be set out in the Offer Document; | +----------------------------+-----------------------------------------------------+ | "IFRS" | International Financial Reporting Standards; | +----------------------------+-----------------------------------------------------+ | "Independent LitComp | Douglas Smith and Christopher Collins; | | Directors" or the | | | "Independent Committee" | | +----------------------------+-----------------------------------------------------+ | "Irrevocable Undertakings" | the irrevocable undertakings of the Executive | | | Directors (including their connected parties), | | | Independent Directors, the Offeror as set out in | | | Appendix III to this announcement; | +----------------------------+-----------------------------------------------------+ | "Jackson and CJC Review" | a governmental review by Sir Robert Jackson into | | | Civil Justice Costs process and changes to the | | | conduct of low value road traffic accident cases | | | due to come into force in April 2010; | +----------------------------+-----------------------------------------------------+ | "LitComp" or the "Company" | LitComp Plc a company incorporated in England and | | | Wales under the Companies Act 1985 with registered | | | number 4336531, having as its registered office | | | Newton Chambers, Newton Business Park, Isaac Newton | | | Way, Grantham, NG31 9RT; | +----------------------------+-----------------------------------------------------+ | "LitComp Directors" or | means the directors of LitComp as at the date of | | "Directors" | this announcement; | +----------------------------+-----------------------------------------------------+ | "LitComp Group" | LitComp, its subsidiaries and subsidiary | | | undertakings; | +----------------------------+-----------------------------------------------------+ | "LitComp Securities" | securities convertible or exchangeable into LitComp | | | Shares; | +----------------------------+-----------------------------------------------------+ | "LitComp Shares" | the existing unconditionally allotted or issued and | | | fully paid ordinary shares of 10 pence each in the | | | capital of LitComp and any further such ordinary | | | shares which are unconditionally allotted or issued | | | (including pursuant to the exercise of outstanding | | | options granted under the LitComp Share Schemes) at | | | or prior to the time which the Offer closes for | | | acceptances (or, subject to the provisions of the | | | Code, such earlier time and/or date, not being | | | earlier than the date on which the Offer becomes | | | unconditional as to acceptances or, if later, the | | | first closing date of the Offer, as the Offeror may | | | decide); | +----------------------------+-----------------------------------------------------+ | "LitComp Share Schemes" | the options and warrants granted and issued by the | | | Company between 14 February 2004 and 31 May 2008 | | | representing in total 2,426,607 LitComp Shares; | +----------------------------+-----------------------------------------------------+ | "LitComp Shareholders" or | the holders of LitComp Shares; | | "Shareholders" | | +----------------------------+-----------------------------------------------------+ | "Loan Notes" | the outstanding 10 per cent Convertible Secured | | | Loan Stock 2008 in the Company constituted under | | | the Trust Deed; | +----------------------------+-----------------------------------------------------+ | "Loan Note Holders" | holders of the Loan Notes; | +----------------------------+-----------------------------------------------------+ | "Loan Note Trustee" | the Continental Trust Company Limited, trustee | | | under the Trust Deed; | +----------------------------+-----------------------------------------------------+ | "London Stock Exchange" | the London Stock Exchange plc; | +----------------------------+---------------------------------------------+ | "Maven" | Maven Capital Partners UK LLP; | +----------------------------+---------------------------------------------+ | "Non-Independent LitComp | Jason Smart, Paul Lavender and Russell | | Directors", "Executive | Smart; | | Directors" or "Management" | | +----------------------------+---------------------------------------------+ | "Offer" | the proposed recommended offer of 35 pence | | | in cash per LitComp Share to be made by the | | | Offeror to acquire the entire issued and to | | | be issued ordinary share capital LitComp by | | | means of an offer or, should it so elect, | | | by means of a scheme of arrangement; | +----------------------------+---------------------------------------------+ | "Offer Document" | the document to be sent to the LitComp | | | Shareholders, containing and setting out | | | the Offer and incorporating a notice | | | convening the General Meeting; | +----------------------------+---------------------------------------------+ | "Offer Period" | the offer period (as defined in the Code) | | | relating to LitComp, which commenced on 24 | | | September 2009; | | | | +----------------------------+---------------------------------------------+ | "Offer Price" | 35 pence in cash per LitComp Share; | +----------------------------+---------------------------------------------+ | "Offeror" or "Torridon" | Torridon Capital Limited, a company | | | incorporated in England and Wales under the | | | Companies Act 1985 with registered number | | | SC365705 having as its registered office is | | | Dalmore House, 310 St Vincent Street, | | | Glasgow G2 5QR; | +----------------------------+---------------------------------------------+ | "Offeror Directors" | Stella Panu, Bill Nixon and Nigel Wray; | +----------------------------+---------------------------------------------+ | "Panel" | The Panel on Takeovers and Mergers; | +----------------------------+---------------------------------------------+ | "Publicly Announced" | means fairly disclosed in any public | | | announcement by LitComp to any Regulatory | | | Information Service; | +----------------------------+---------------------------------------------+ | "Regulatory Information | a service approved by the London Stock | | Service" | Exchange for the distribution to the public | | | of AIM announcements and included within | | | the list maintained on the London Stock | | | Exchange's website, | | | www.londonstockexchange.com; | +----------------------------+---------------------------------------------+ | "Resolution" | the single resolution to be proposed at the | | | General Meeting of the Company whereby the | | | Executive Directors (and their connected | | | persons) will receive shares in Torridon in | | | exchange for their of their anticipated | | | holdings in the Company following | | | conversion of their Loan Note into LitComp | | | Shares including the arranagements for the | | | Executive Directors incentivisation scheme, | | | the full details of which will be provided | | | in the Offer Document and are summarised at | | | paragraph 4; | +----------------------------+---------------------------------------------+ | "Restricted Jurisdiction" | any jurisdiction where extension or | | | acceptance of the Offer would violate the | | | law of that jurisdiction; | +----------------------------+---------------------------------------------+ | "Security" | debentures and cross guarantees from each | | | member of the LitComp Group except Elite, a | | | share charge over the entire issued share | | | capital of Elite granted by Fairmont | | | Holdings Limited and a share charge over | | | the entire issued share capital of Fairmont | | | Holdings Limited granted by LitComp given | | | as security for the Loan Notes; | +----------------------------+---------------------------------------------+ | "Shore Capital" | Shore Capital and Corporate Limited, of | | | Bond Street House, 14 Clifford Street, | | | London W1S 4JU; | +----------------------------+---------------------------------------------+ | "Seymour Pierce" | Seymour Pierce Limited, of 20 Old Bailey, | | | London EC4M 7EN; | +----------------------------+---------------------------------------------+ | "Trust Deed" | the trust deed dated 6 October 2005, (as | | | amended on 20 March 2006 and 10 December | | | 2008) made between LitComp Plc as the | | | Company and Continental Trust Company | | | Limited as the Trustee pursuant to which | | | the Loan Notes have been constituted; | +----------------------------+---------------------------------------------+ | "Unconditional Date" | the date on which the Offer becomes wholly | | | unconditional as to acceptances in all | | | respects pursuant to its terms or, should | | | the Offeror elect to implement the Offer by | | | way of a scheme of arrangement, the date on | | | which the scheme becomes or is effective; | +----------------------------+---------------------------------------------+ | "United Kingdom" or "UK" | the United Kingdom of Great Britain and | | | Northern Ireland; | +----------------------------+---------------------------------------------+ | "United States" or "US" | the United States of America, its | | | territories and possessions, any State of | | | the United States of America and the | | | District of Columbia; | +----------------------------+---------------------------------------------+ | "Wider Offeror Group" | the Offeror, its subsidiaries, subsidiary | | | undertakings and associated undertakings | | | and any other body corporate, partnership, | | | joint venture or person in which the | | | Offeror and such undertakings (aggregating | | | their interests) have a direct or indirect | | | interest of 20 per cent. or more of the | | | voting or equity capital or equivalent; and | +----------------------------+---------------------------------------------+ | "Wider Offeree Group" | LitComp, its subsidiaries, subsidiary | | | undertakings and associated undertakings | | | and any other body corporate, partnership, | | | joint venture or person in which LitComp | | | and such undertakings (aggregating their | | | interests) have a direct or indirect | | | interest of 20 per cent. or more of the | | | voting or equity capital or the equivalent. | +----------------------------+---------------------------------------------+-------+ For the purposes of this announcement, "subsidiary", "subsidiary undertaking" and "undertaking" have the respective meanings given thereto by the Companies Act 2006 and "associated undertaking" shall have the meaning set out in Paragraph 19, Part 1, Schedule 6 of the Small Companies and Groups (Accounts and Directors' Report) Regulations 2008/409, ignoring for this purpose paragraph 19(1)(b). All the times referred to in this announcement are London times unless otherwise stated. References to the singular include the plural and vice versa. GBP and pence (or penny) means pounds and pence sterling, the lawful currency of the United Kingdom. This information is provided by RNS The company news service from the London Stock Exchange END OFBUVUWRKWRARAA
1 Year Litcomp Chart |
1 Month Litcomp Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions