Offer Document Posted

 

TIDMLIN TIDMLINC 
 
RNS Number : 1053D 
Torridon Capital Limited 
25 November 2009 
 

25 November 2009 
 
 
THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART 
IN, INTO OR FROM CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT 
IS UNLAWFUL TO DO SO. 
 
 
 
 
Recommended cash offer 
 
 
for 
 
 
LitComp Plc 
 
 
by 
 
 
Torridon Capital Limited 
 
 
Posting of Offer Document 
 
Further to the announcement made on 5 November 2009 regarding the recommended 
cash offer to be made by Torridon Capital Limited ("Torridon") to acquire the 
entire issued and to be issued share capital of LitComp Plc ("LitComp") other 
than certain LitComp Shares which will be conditionally acquired by Torridon 
outside the offer (the "Offer"), Torridon announces that the offer document 
containing full terms and conditions of the Offer (the "Offer Document") 
together with the related Form of Acceptance was posted to LitComp Shareholders 
on 25 November 2009. 
 
To accept the Offer in respect of LitComp Shares held in certificated form, 
LitComp Shareholders should complete, sign and return the Form of Acceptance, 
which accompanies the Offer Document, in accordance with the instructions 
contained therein and set out in the Offer Document, as soon as possible and, in 
any event, so as to be received by Capita Registrars by no later than 1.00 pm 
(London time) on 17 December 2009. 
 
To accept the Offer for LitComp Shares held in CREST,  LitComp Shareholders 
should follow the procedure for electronic acceptance through CREST in 
accordance with the instructions set out in the Offer Document so that the TTE 
Instruction settles as soon as possible and, in any event, by no later than 1.00 
pm (London time) on 17 December 2009. 
 
 
LitComp Loan Note Holders who do not convert their Loan Notes into LitComp 
Shares during the Offer Period will receive an equivalent offer of GBP1.167 per 
GBP1 Loan Note and will continue to receive interest payable by the Company on 
the Loan Notes up to the date of purchase by the Offeror or the date of 
redemption. 
 
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. 
 
 
The Offer Document is further available for download on the Company's website 
www.litcomp-plc.com and also 
from  www.seymourpierce.com/pages/news.php?content_id=415. 
 
Terms defined in the Offer Document have the same meaning in this announcement. 
 
 
Notice of General Meeting 
 
 
The Offer Document also contains a notice of General Meeting to be held at the 
offices of Seymour Pierce Limited at 20 Old Bailey, London, EC4M 7EN at 10:00 
a.m. on 11 December 2009. 
 
 
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. 
 
 
Shore Capital and Corporate Limited, which is authorised and regulated in the 
United Kingdom by the Financial Services Authority, is acting exclusively for 
Torridon and no-one else in connection with the Offer and will not be 
responsible to anyone other than Torridon for providing the protections afforded 
to clients of Shore Capital and Corporate Limited nor for providing advice in 
relation to the Offer, the content of this announcement, or any transaction, 
arrangement or matter referenced herein. 
 
This announcement is not intended to and does not constitute, or form any part 
of, an offer to sell or the solicitation of an offer to subscribe for or buy any 
securities, nor shall there be any sale, issue or transfer of the securities 
referred to in this announcement in any jurisdiction in contravention of any 
applicable law. The Offer is made solely by means of the Offer Document and, in 
the case of certificated LitComp Shares, the Form of Acceptance accompanying the 
Offer Document. 
 
 
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                               |                            | 
+---------------------------------------------+----------------------------+ 
 
 
 
 
 
 
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. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 ODPUVUWRKVRAUAA