IRREVOCABLE UNDERTAKINGS

 

TIDMLIN TIDMLINC 
 
RNS Number : 5619C 
LitComp Plc 
16 November 2009 
 

 
 
16 November 2009 
LITCOMP PLC 
 
 
"LitComp" or "the Company" 
 
 
IRREVOCABLE UNDERTAKINGS 
 
 
Further to the announcement on 5 November 2009 regarding Torridon Capital 
Limited's recommended cash offer for LitComp plc, Torridon is pleased to 
announce it has received four further irrevocable undertakings to accept the 
Offer in respect of, in aggregate, a further 774,400 LitComp Shares representing 
approximately 12.07 per cent. of LitComp's Diluted Share Capital and with 
respect to the Resolution approximately 20.17 per cent. held by LitComp 
Shareholders entitled to vote on the Resolution. 
 
 
On 13 November 2009 LitComp received irrevocable undertakings to accept 
the Offer and vote in favour of the Resolution from the following shareholders: 
 
 
+----------------------+---------------+--------------+--------------------+ 
| Shareholder          | Shareholdings | % of Diluted |       % of LitComp | 
|                      |               |        Share |       Shareholders | 
|                      |               |      Capital |   entitled to vote | 
|                      |               |              |      on Resolution | 
+----------------------+---------------+--------------+--------------------+ 
| Simon Carter         |       367,200 |         5.72 |               9.56 | 
+----------------------+---------------+--------------+--------------------+ 
| Keith Howell-Jones   |       177,200 |         2.76 |               4.62 | 
+----------------------+---------------+--------------+--------------------+ 
| Lewetta Investment   |       135,000 |         2.10 |               3.52 | 
| Ltd                  |               |              |                    | 
+----------------------+---------------+--------------+--------------------+ 
| DM Bunyard           |        95,000 |         1.48 |               2.47 | 
+----------------------+---------------+--------------+--------------------+ 
| Total                |       774,400 |        12.07 |              20.17 | 
+----------------------+---------------+--------------+--------------------+ 
 
 
 
 
All irrevocable undertakings received will cease to be binding in the event that 
there is either a higher competing offer for LitComp or a higher offer for those 
LitComp Shares subject to the irrevocable undertaking by the 30 November 2009 or 
if the Offer lapses or is withdrawn. 
 
 
Following receipt of this irrevocable undertaking, Torridon has now 
received irrevocable undertakings to accept the Offer in respect of 
3,419,427 LitComp Shares representing approximately 53.29 per cent. of the 
LitComp Diluted Share Capital. In addition, irrevocable undertakings to vote in 
favour of the Resolution have been received in respect of 842,438 LitComp Shares 
representing approximately 21.94 per cent. of LitComp Shares held by 
shareholders entitled to vote on the Resolution. 
 
 
This announcement should be read in conjunction with the Rule 2.5 announcement 
dated 5 November 2009. Terms used in this announcement shall have the meaning 
given to them in that announcement. 
 
 
 
 
Enquiries: 
 
 
+---------------------------------------------+----------------------------+ 
| LITCOMP PLC                                 | Telephone: [phone]  | 
| Jason Smart, Chief Executive Officer        | 0113                       | 
| Paul Lavender, Finance Director             |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| TORRIDON CAPITAL LIMITED                    | Telephone: [phone]  | 
| Stella Panu, Director                       | 3510                       | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| 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 | 
| Richard Feigen                              |                            | 
| Chris Howard                                |                            | 
| Christopher Wren                            |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| SHORE CAPITAL AND CORPORATE LIMITED         |  Telephone: [phone] | 
| (Financial Adviser to the Offeror)          |                       4090 | 
| Dru Danford                                 |                            | 
| Stephane Auton                              |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| BisHOPSGATE COMMUNICATIONS                  |  Telephone: [phone] | 
| (Financial PR Advisers to LitComp)          |                       3350 | 
| Maxine Barnes                               |                            | 
+---------------------------------------------+----------------------------+ 
 
 
Astaire Securities, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for LitComp and no one else in connection with 
the Offer and this announcement and will not be responsible to anyone other than 
LitComp for providing the protections afforded to clients of Astaire Securities 
or for providing advice in connection with the Offer or any matter referred to 
herein. 
Seymour Pierce, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for LitComp and no one else as Nominated 
Adviser and Broker for the purpose of the AIM Rules in respect of this 
announcement and will not be responsible to anyone other than LitComp for 
providing the protections afforded to clients of Seymour Pierce or for providing 
advice in connection with the Offer or any matter referred to herein. 
Shore Capital and Corporate Limited, which is authorised and regulated by the 
Financial Services Authority, is acting exclusively for the Torridon and no one 
else in connection with the Offer and will not be responsible to anyone other 
than the Torridon for providing the protections afforded to clients of Shore 
Capital or for providing advice in connection with the Offer or any matter 
referred to herein. 
This announcement is for information purposes only and does not constitute an 
offer to sell or invitation to purchase or subscribe for any securities or the 
solicitation of an offer to sell or invitation to purchase or subscribe for any 
securities or any vote for approval in any jurisdiction, nor shall there be any 
sale, issue or transfer of the securities referred to in this announcement in 
any jurisdiction in contravention of applicable law. The Offer will be made 
solely by the Offer Document and the Form of Acceptance accompanying the Offer 
Document, which will contain the full terms and conditions of the Offer, 
including details of how the Offer may be accepted. Any response in relation to 
the Offer should be made only on the basis of the information contained in the 
Offer Document or any document by which the Offer is made. This announcement 
does not constitute a prospectus or prospectus equivalent document. 
This announcement has been prepared for the purpose of complying with English 
law and the City Code and the information disclosed may not be the same as that 
which would have been disclosed if this announcement had been prepared in 
accordance with the laws of jurisdictions outside the United Kingdom. The 
release, publication or distribution of this announcement in certain 
jurisdictions may be restricted by law. Persons who are not resident in the 
United Kingdom or who are subject to laws of other jurisdictions should inform 
themselves of, and observe, any applicable requirements. Any failure to comply 
with the restrictions in jurisdictions outside the United Kingdom may constitute 
a violation of the securities laws of any such jurisdiction. 
Shareholders in the United States should note that the Offer relates to the 
shares of a UK company and will be governed by English law. Neither the proxy 
solicitation nor the tender offer rules under the US Securities Exchange Act of 
1934, as amended, will apply to the Offer. Moreover, the Offer will be subject 
to the disclosure requirements and practices applicable in the UK, which differ 
from the disclosure requirements of the US proxy solicitation rules and tender 
offer rules. Financial information included in this announcement and the Offer 
documentation with respect to LitComp has been or will have been prepared in 
accordance with IFRS and may not be comparable to financial information of US 
companies or companies whose financial statements are prepared in accordance 
with US GAAP. 
The Offer will not be made, directly or indirectly, in, into or from a 
Restricted Jurisdiction where to do so would violate the laws in that 
jurisdiction, and the Offer will not be capable of acceptance from or within a 
Restricted Jurisdiction. Accordingly, copies of this announcement and all 
documents relating to the Offer are not being, and must not be, directly or 
indirectly, mailed or otherwise forwarded (including, without limitation, by 
telex, facsimile transmission, telephone, internet or other forms of electronic 
communication), distributed or sent in, into or from a Restricted Jurisdiction 
where to do so would violate the laws in that jurisdiction, and persons 
receiving this announcement and all documents relating to the Offer (including 
custodians, nominees and trustees) must not mail or otherwise distribute or send 
them in, into or from such jurisdictions as doing so may invalidate any 
purported acceptance of the Offer. The availability of the Offer to LitComp 
Shareholders who are not resident in the United Kingdom may be affected by the 
laws of the relevant jurisdictions in which they are resident. Persons who are 
not resident in the United Kingdom should inform themselves of, and observe, any 
applicable requirements. 
No listing authority or equivalent has reviewed, approved or disapproved of this 
announcement or any of the proposals described herein. 
Any document, announcement or information relating to the Offer will be 
published on the LitComp website: www.litcomp-plc.com 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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