Offer declared unconditional

 

TIDMLIN TIDMLINC 
 
RNS Number : 2989F 
Torridon Capital Limited 
11 January 2010 
 

11 January 2010 
 
 
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 
 
 
Offer Wholly Unconditional 
 
 
Offer becomes unconditional in all respects / Waive down of acceptance 
condition. 
 
 
Torridon Capital Limited ("Torridon") is pleased to announce that its offer for 
LitComp Plc ("LitComp") (the "Offer") has become unconditional in all respects 
following the reduction of the acceptance condition by Torridon as set out in 
paragraph 1 of Part A of Appendix I to the Offer Document from 90 per cent. to 
80 per cent. of the LitComp Shares to which the Offer relates and the passing of 
the resolutions put to shareholders at the general meeting of LitComp held on 11 
December 2009.  All remaining conditions of the Offer have been waived by 
Torridon. 
 
 
As the Offer is now wholly unconditional, it will continue to remain open for 
acceptances until further notice and for at least 14 days and remains subject to 
the further terms set out in Part B of Appendix 1 of the Offer Document. Any 
further extensions of the Offer will be publicly announced on 8.00 am on the 
Business Day following the day on which the Offer is due to expire, or such 
later time as the Panel may agree. 
 
 
At 1.00 pm on 8 January 2010, Torridon had received valid acceptances of the 
Offer in respect of a total of 3,886,862 LitComp Shares 
(representing approximately 82.98 per cent of the existing issued share capital 
of LitComp to which the Offer relates). Valid acceptances have been received 
from certain LitComp Shareholders who entered into irrevocable commitments to 
accept the Offer (representing 1,686,927 LitComp Shares being approximately 
36.0 per cent of the existing issued share capital of LitComp to which the Offer 
relates).  Full details of the irrevocable commitments are set out in the Offer 
Document. 
 
 
As a result of the Offer going wholly unconditional, Torridon intends to procure 
the making of an application by LitComp to the London Stock Exchange for the 
cancellation of LitComp Shares from trading on AIM. LitComp Shareholders should 
note that 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 and their value may be materially and adversely affected 
as a consequence. 
 
 
As set out in the Offer Document, if Torridon receives acceptances under the 
Offer in respect of 90 per cent. or more of the LitComp Shares to which the 
Offer relates, Torridon will exercise its rights pursuant to sections 974 to 991 
of the Companies Act 2006 to acquire compulsorily the remaining LitComp Shares 
in respect of which the Offer has not been accepted. A further announcement will 
be made as appropriate. 
 
 
There remain outstanding irrevocable commitments from Maven and Nigel Wray 
pending conversion of certain of their Loan Notes (representing GBP156,000 and 
GBP363,750 LitComp Plc 10 per cent. Convertible Secured Loan Stock 2008 
respectively which if converted would equal 520,000 Ordinary Shares and 
1,212,500 Ordinary Shares respectively). 
 
 
As at the date of this announcement, and save for the irrevocable undertakings 
referred to above, Torridon and persons acting in concert with Torridon owned or 
controlled the following LitComp Shares: 
 
 
+----------------------------+----------+--------------+---------------+-------------+ 
| Name                       | Ordinary |     Ordinary |      Ordinary |    Per Cent | 
|                            |   shares |  Shares from |   Shares from |      of the | 
|                            |          |   conversion | conversion of |      issued | 
|                            |          |      of Loan | Options under |       share | 
|                            |          |        Notes |   the LitComp |     capital | 
|                            |          |              | Share Schemes |   (prior to | 
|                            |          |              |               | conversion) | 
+----------------------------+----------+--------------+---------------+-------------+ 
| Maven (held as detailed    |  249,444 |    1,333,333 |           Nil |        3.91 | 
| below)                     |          |              |               |             | 
|                            |          |              |               |             | 
+----------------------------+----------+--------------+---------------+-------------+ 
| Maven Income and Growth    |  132,889 |          Nil |           Nil |        2.08 | 
| VCT 3 plc (formerly        |          |              |               |             | 
| Aberdeen Growth            |          |              |               |             | 
| Opportunities VCT plc)     |          |              |               |             | 
|                            |          |              |               |             | 
+----------------------------+----------+--------------+---------------+-------------+ 
| Maven Income and Growth    |  116,555 |          Nil |           Nil |        1.83 | 
| VCT 3 plc ("C"             |          |              |               |             | 
| SharePool) (formerly       |          |              |               |             | 
| Aberdeen Growth            |          |              |               |             | 
| Opportunities VCT plc ("C" |          |              |               |             | 
| SharePool))                |          |              |               |             | 
|                            |          |              |               |             | 
+----------------------------+----------+--------------+---------------+-------------+ 
| Maven Income and Growth    |      Nil |      333,333 |           Nil |         N/A | 
| VCT 4 plc (formerly        |          |              |               |             | 
| Aberdeen Growth            |          |              |               |             | 
| Opportunities VCT 2 plc )  |          |              |               |             | 
|                            |          |              |               |             | 
+----------------------------+----------+--------------+---------------+-------------+ 
| Talisman First VCT plc     |      Nil |      166,667 |           Nil |         N/A | 
|                            |          |              |               |             | 
+----------------------------+----------+--------------+---------------+-------------+ 
| Maven Income and Growth    |      Nil |      833,333 |           Nil |         N/A | 
| VCT 2 plc (formerly        |          |              |               |             | 
| Aberdeen Growth VCT1 plc ) |          |              |               |             | 
|                            |          |              |               |             | 
+----------------------------+----------+--------------+---------------+-------------+ 
| Nigel Wray (held where     |  595,000 |    3,333,333 |           Nil |        9.32 | 
| applicable as detailed     |          |              |               |             | 
| below)                     |          |              |               |             | 
|                            |          |              |               |             | 
+----------------------------+----------+--------------+---------------+-------------+ 
| Pershing Nominees Limited  |  595,000 |              |           Nil |        9.32 | 
|                            |          |              |               |             | 
+----------------------------+----------+--------------+---------------+-------------+ 
| TOTAL                      |  844,444 |    4,666,666 |           Nil |       13.23 | 
+----------------------------+----------+--------------+---------------+-------------+ 
 
 
Save as disclosed in this announcement neither Torridon nor, so far as Torridon 
is aware, any person acting or deemed to be acting in concert with Torridon has 
any interest in any LitComp Shares (to which the Offer relates) or in any 
securities convertible into or exchangeable into LitComp Shares or has any 
rights to subscribe for LitComp Shares or holds any short position in relation 
to LitComp Shares (whether conditional or absolute and whether in the money or 
otherwise) including any short position under a derivative, any agreement to 
sell or any delivery obligation or right to require another person to purchase 
or take delivery, or has borrowed or on lent any LitComp Shares. 
 
 
The total number of LitComp Shares to which the Offer relates (and may therefore 
be counted by Torridon towards the satisfaction of its acceptance condition at 
the time of this announcement) is 4,683,791. 
 
 
Investment Agreement. 
 
 
Torridon will today complete the purchase, pursuant to the Investment Agreement, 
of 1,700,535 LitComp Shares representing approximately 26.64 per cent. of 
the issued share capital of LitComp, and GBP150,500 Loan Notes pending 
conversion into 501,667 LitComp Shares from the Executive Directors. 
 
 
Acceptance of the Offer. 
 
 
Shareholders who wish to accept the Offer: 
 
 
LitComp Shareholders who have not already accepted the Offer and wish to do so 
should: 
 
 
  *  in respect of LitComp Shares held in certificated form, complete, sign and 
  return the Form of Acceptance, which accompanied the Offer Document together 
  with their share certificate(s), in accordance with the instructions contained 
  therein and set out in the Offer Document, as soon as possible; 
 
 
 
  *  in respect of LitComp Shares held in CREST, 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. 
 
 
 
Settlement of Consideration: 
 
 
Settlement of the consideration due under the Offer in respect of valid 
acceptances which have been received and are complete in all respects will be 
dispatched on or before 25 January 2010. Settlement of the consideration in 
respect of further acceptances which have been received and are valid and 
complete in all respects will be dispatched within 14 days of receipt thereof. 
 
 
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                       | 
| 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                               |                            | 
+---------------------------------------------+----------------------------+ 
 
 
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. 
 
 
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. 
 
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 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. 
 
 
The Offer Document is further available for download on the Company's website 
www.litcomp-plc.com and also from 
http://www.seymourpierce.com/pages/news.php?content_id=415. 
 
 
Dealing Disclosure Requirements: 
 
 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of LitComp, all "dealings" in any "relevant securities" of 
LitComp (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 Business Day following the date of the 
relevant transaction. This requirement will continue until the date on which the 
Offer becomes wholly unconditional as to acceptances or 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" LitComp by Torridon or LitComp, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
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 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, please contact an independent financial 
adviser authorised under the Financial Services and Markets Act 2000, consult 
the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on 
telephone number [phone]; fax [phone]. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPUGUQCGUPUGRR