Clarifying Statement on Recommended Cash Offer

 

TIDMLIN TIDMLINC 
 
RNS Number : 7145E 
LitComp Plc 
24 December 2009 
 

 
 
 
 
24 December 2009 
Clarifying Statement by LitComp ("LitComp" or "the Company") regarding the 
Recommended Cash Offer ("Offer") by Torridon Capital Limited 
 
 
The Company is aware of a discrepancy between the figures provided for cash in 
the Rule 2.5 Announcement (dated 5 November 2009) and the Offer Document (dated 
25 November 2009) (together hereinafter referred to as the "Offer Documents") 
(both relating to the Offer), and that given in the Company's interim results 
for the six months ended 30 September 2009 ("Interim Results"), which were 
announced to the market on 18 December 2009. 
 
 
The Offer Documents contained a statement that "as at 30 September 2009, the 
Company had cash resources of GBP1.9 million", whereas the balance sheet 
contained within the Interim Results showed cash and cash equivalents of 
approximately GBP2.3 million. 
 
 
The figure of GBP1.9 million in the Offer Documents was an estimate by the 
Directors of the cash to which the Company would have access in order to repay 
the Company's Convertible Loan Notes, and comprised the cash in Elite Insurance 
Limited's bank account (being approximately GBP1.5 million) plus the Directors' 
estimate of cash it could access from elsewhere in the Group (being GBP0.4 
million). The intention in using this figure was to give a realistic estimate of 
the maximum cash available to the Group which could be utilised to repay the 
Convertible Loan Notes. 
 
 
The figure in the Interim Results of approximately GBP2.3 million showed, as 
reported, the Group's cash and cash equivalents; the net cash figure, taking 
into account drawn facilities as at 30 September 2009, was approximately GBP1.65 
million. 
 
The Independent Directors have considered their recommendation and, having been 
so advised by Astaire Securities, still 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 factors set out in the Offer Documents. 
 
 
 
Enquiries: 
 
 
+---------------------------------------------+----------------------------+ 
| LITCOMP PLC                                 | Telephone: [phone]  | 
| Jason Smart, Chief Executive Officer        | 0113                       | 
| Paul Lavender, Finance Director             |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| ASTAIRE SECURITIES PLC                      | Telephone: [phone]  | 
| (Financial Adviser to LitComp)              | 4400                       | 
| Lindsay Mair                                |                            | 
| Luke Cairns                                 |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| Seymour Pierce LIMITED                      | Telephone: [phone]  | 
| (Nominated Adviser and Broker to LitComp)   | 8000                       | 
| Chris Howard                                |                            | 
| Christopher Wren                            |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| BisHOPSGATE COMMUNICATIONS                  | Telephone: [phone]  | 
| (Financial PR Advisers to LitComp)          | 3350                       | 
| Maxine Barnes                               |                            | 
+---------------------------------------------+----------------------------+ 
 
 
Copies of the Offer Document and the Form of Acceptance are available from 
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, 
Beckenham, Kent, BR3 4TU during normal business hours on any weekday (Saturdays, 
Sundays and public holidays excluded) while the Offer remains open for 
acceptance. 
 
Terms defined in the Offer Document have the same meaning in this announcement. 
 
Astaire Securities plc, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for LitComp and 
no-one else in connection with the Offer and will not be responsible to anyone 
other than LitComp for providing the protections afforded to clients of Astaire 
Securities nor for providing advice in relation to the Offer, the content of 
this announcement, or any transaction, arrangement or matter referenced herein. 
 
 
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for LitComp and 
no-one else in connection with the Offer and will not be responsible to anyone 
other than LitComp for providing the protections afforded to clients of Seymour 
Pierce Limited nor for providing advice in relation to the Offer, the content of 
this announcement, or any transaction, arrangement or matter referenced herein. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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