We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Customisable watchlists with full streaming quotes from leading exchanges, such as LSE, NASDAQ, NYSE, AMEX, Bovespa, BIT and more.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Thirdforce | LSE:THF | London | Ordinary Share | IE0002242869 | ORD EUR0.125 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 8.75 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
Hot Features
Premium
TIDMTHF
RNS Number : 0261E
Thirdforce PLC
11 December 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.
11 December 2009
Offer
By
LearnVantage Plc ("LearnVantage")
For
ThirdForce Plc ("ThirdForce")
1. Offer Declared Unconditional
On 12 November 2009, LearnVantage announced that the offer document ("Offer
Document") containing the full terms and conditions of its Offer, including a
recommended Cash Offer, to acquire the ThirdForce Shares ("the Offer") had been
published and sent to eligible ThirdForce Shareholders, together with the
Prospectus and Forms of Acceptance.
LearnVantage is pleased to announce that all of the conditions of its Offer have
now been satisfied or waived and that accordingly the Offer is declared
unconditional in all respects.
2. Level of Acceptances
As at 3.00 p.m. on 11 December 2009, being the Initial Closing Date of the
Offer, valid acceptances of the Offer had been received in respect of
237,599,596 ThirdForce Shares representing approximately 91.60% per cent. in
nominal value of the existing issued and unconditionally allotted share capital
of ThirdForce.
The acceptances received in respect of the Offer are comprised as follows:
+------------------------------------+------------------+------------------+
| | No. ThirdForce | % ThirdForce |
| | Shares | issued share |
| | | capital |
| | | |
+------------------------------------+------------------+------------------+
| Share Offer | 103,982,817 | 40.09% |
+------------------------------------+------------------+------------------+
| Composite Offer | 27,539,769 | 10.62% |
+------------------------------------+------------------+------------------+
| Cash Offer | 106,077,010 | 40.90% |
+------------------------------------+------------------+------------------+
| | | |
+------------------------------------+------------------+------------------+
| Total valid acceptances | 237,599,596 | 91.60% |
+------------------------------------+------------------+------------------+
The total number of valid acceptances above includes acceptances from the
following ThirdForce Shareholders who gave irrevocable undertakings to accept
the Offer in respect of 92,295,039 ThirdForce Shares representing 35.58% of
ThirdForce's existing issued share capital.
+----------------------------+------------------+--------------+-------------+
| | Whether | No. | % |
| | irrevocable | ThirdForce | ThirdForce |
| | undertaking | Shares in | issued |
| | provided in | respect of | share |
| | respect of Share | which an | capital in |
| | Offer or | irrevocable | respect of |
| | Composite Offer | undertaking | which an |
| | | has been | irrevocable |
| | | received | undertaking |
| | | | has been |
| | | | received |
| | | | |
+----------------------------+------------------+--------------+-------------+
| Mr Pat McDonagh | Share Offer | 66,057,375 | 25.47% |
+----------------------------+------------------+--------------+-------------+
| River Cities Capital Fund | Share Offer | 10,254,329 | 3.95% |
| II, LP. | | | |
+----------------------------+------------------+--------------+-------------+
| One Fifty One Capital | Share Offer | 7,933,335 | 3.06% |
| Limited | | | |
+----------------------------+------------------+--------------+-------------+
| Mr Jonathan Parkes | Composite Offer | 8,050,000 | 3.10% |
+----------------------------+------------------+--------------+-------------+
In addition, the total number of valid acceptances above includes the following
acceptances from parties who are, or are deemed to be, acting in concert with
LearnVantage:
+------------------------------------------+---------------+---------------+
| | No. | % ThirdForce |
| | ThirdForce | issued share |
| | Shares for | capital |
| | which the | |
| | Offer has | |
| | been accepted | |
+------------------------------------------+---------------+---------------+
| Mr Pat McDonagh | 66,057,375 | 25.47% |
+------------------------------------------+---------------+---------------+
| Dolmen Securities Limited | 5,752,076 | 2.22% |
+------------------------------------------+---------------+---------------+
| Discretionary Clients of Dolmen | 5,311,679 | 2.05% |
| Securities Limited | | |
+------------------------------------------+---------------+---------------+
| Ms Jennifer Caldwell, Partner, Maples & | 84,500 | 0.03% |
| Calder | | |
+------------------------------------------+---------------+---------------+
3. Settlement
Settlement of the consideration to which ThirdForce Shareholders are entitled
under the Offer will be despatched to validly accepting ThirdForce Shareholders
+------+-------------------------------------------------------------------+
| (a) | in the case of acceptances received, valid and complete in all |
| | respects, as at 3.00 p.m. on 11 December 2009, within 14 days of |
| | today's date; or |
| | |
+------+-------------------------------------------------------------------+
| (b) | in the case of acceptances received, valid and complete in all |
| | respects after 3.00 p.m. today but while the Offer remains open |
| | for acceptance, within 14 days of such receipt; and |
+------+-------------------------------------------------------------------+
in either case subject to the terms and the manner described in the Offer
Document.
4. Extension of the Offer, Compulsory Acquisition, Delisting and Cancellation
of Trading
The Offer will remain open for acceptance until further notice.
It is LearnVantage's intention to exercise its rights pursuant to the provisions
of Section 204 of the Companies Act 1963 to compulsorily acquire the ThirdForce
Shares of those ThirdForce Shareholders who do not accept the Offer by 1.00 pm
Irish time on the Final Closing Date. The Final Closing Date will be the date
which is 14 days after the date on which LearnVantage gives notice of the
Compulsory Acquisition Procedure and a further announcement will be made in due
course in this regard.
The Offer remains subject to the terms and conditions set out in the Offer
Document.
In addition, LearnVantage intends to procure that ThirdForce applies for
cancellation of the admission to trading of the ThirdForce Shares on AIM and IEX
and a further announcement will be made in due course in this regard.
5. ThirdForce Shares held prior to the Offer Period
At the close of business on 27 March 2009, being the last Business Day prior to
the commencement of the Offer Period, the following persons who are, or are
deemed to be, acting in concert with LearnVantage were interested in relevant
securities of ThirdForce:
+----------------------------+---------------+---------------+----------------+
| | No. | % ThirdForce | Nature of |
| | ThirdForce | issued share | Interest |
| | Shares | capital | |
| | | | |
+----------------------------+---------------+---------------+----------------+
| Mr Pat McDonagh | 63,655,058 | 24.54% | Beneficial |
+----------------------------+---------------+---------------+----------------+
| Dolmen Securities Limited | 2,744,804 | 1.06% | Beneficial |
+----------------------------+---------------+---------------+----------------+
| Discretionary Clients of | 5,346,679 | 2.06% | Non-beneficial |
| Dolmen Securities Limited | | | |
+----------------------------+---------------+---------------+----------------+
| Ms Jennifer Caldwell, | 84,500 | 0.03% | Beneficial |
| Partner, Maples and Calder | | | |
+----------------------------+---------------+---------------+----------------+
At the close of business on 27 March 2009, being the last Business Day prior to
the commencement of the Offer Period, Mr Brendan O'Sullivan held options over
7,787,601 ThirdForce Shares.
6. Acquisitions of ThirdForce Shares during the Offer Period
Set out below are details of ThirdForce Shares acquired by LearnVantage or
parties acting or deemed to be acting in concert with it since the close of
business on 27 March 2009, being the last Business Day prior to the commencement
of the Offer Period.
+-----------------+------------+-------------+------------+------------+------------+
| Party | Date | Transaction | Number | Price | % of |
| | | | of | per | ThirdForce |
| | | | relevant | ThirdForce | Shares in |
| | | | ThirdForce | Share | issue |
| | | | Shares | | |
+-----------------+------------+-------------+------------+------------+------------+
| Mr Pat McDonagh | 31/03/2009 | Bought | 1,179,385 | EUR0.07 | 0.45% |
+-----------------+------------+-------------+------------+------------+------------+
| Mr Pat McDonagh | 01/04/2009 | Bought | 244,000 | EUR0.07125 | 0.09% |
+-----------------+------------+-------------+------------+------------+------------+
| Mr Pat McDonagh | 01/04/2009 | Bought | 918,236 | EUR0.07 | 0.35% |
+-----------------+------------+-------------+------------+------------+------------+
| Mr Pat McDonagh | 20/04/2009 | Bought | 60,696 | EUR0.07 | 0.02% |
+-----------------+------------+-------------+------------+------------+------------+
| Dolmen | 24/04/2009 | Bought | 400,788 | EUR0.08 | 0.15% |
| Securities Ltd | | | | | |
| (own account) | | | | | |
| | | | | | |
+-----------------+------------+-------------+------------+------------+------------+
| Dolmen | 27/04/2009 | Bought | 1,934,984 | EUR0.065 | 0.75% |
| Securities Ltd | | | | | |
| (own account) | | | | | |
+-----------------+------------+-------------+------------+------------+------------+
| Dolmen | 05/08/2009 | Bought | 150,000 | EUR0.08 | 0.06% |
| Securities Ltd | | | | | |
| (own account) | | | | | |
+-----------------+------------+-------------+------------+------------+------------+
| Dolmen | 06/08/2009 | Bought | 50,000 | EUR0.068 | 0.02% |
| Securities Ltd | | | | | |
| (own account) | | | | | |
+-----------------+------------+-------------+------------+------------+------------+
| Dolmen | 11/08/2009 | Bought | 100,000 | EUR0.08 | 0.04% |
| Securities Ltd | | | | | |
| (own account) | | | | | |
+-----------------+------------+-------------+------------+------------+------------+
| Dolmen | 13/08/2009 | Bought | 11,500 | EUR0.08 | 0.00% |
| Securities Ltd | | | | | |
| (own account) | | | | | |
+-----------------+------------+-------------+------------+------------+------------+
| Dolmen | 14/09/2009 | Bought | 10,000 | EUR0.10 | 0.00% |
| Securities Ltd | | | | | |
| (own account) | | | | | |
+-----------------+------------+-------------+------------+------------+------------+
| Dolmen | 18/09/2009 | Bought | 105,000 | EUR0.08 | 0.04% |
| Securities Ltd | | | | | |
| (own account) | | | | | |
+-----------------+------------+-------------+------------+------------+------------+
| Dolmen | 29/09/2009 | Bought | 5,000 | EUR0.08 | 0.00% |
| Securities Ltd | | | | | |
| (own account) | | | | | |
+-----------------+------------+-------------+------------+------------+------------+
| Dolmen | 12/10/2009 | Bought | 40,000 | EUR0.08 | 0.02% |
| Securities Ltd | | | | | |
| (own account) | | | | | |
| | | | | | |
+-----------------+------------+-------------+------------+------------+------------+
| Dolmen | 21/10/2009 | Bought | 200,000 | EUR0.076 | 0.08% |
| Securities Ltd | | | | | |
| (own account) | | | | | |
+-----------------+------------+-------------+------------+------------+------------+
7. ThirdForce Shares held at the date of this Announcement
At the close of business on 10 December 2009, being the last Business Day prior
to this announcement, the following persons who are, or are deemed to be, acting
in concert with LearnVantage were interested in relevant securities of
ThirdForce:
+----------------------------+---------------+---------------+----------------+
| | No. | % ThirdForce | Nature of |
| | ThirdForce | issued share | Interest |
| | Shares | capital | |
| | | | |
+----------------------------+---------------+---------------+----------------+
| Mr Pat McDonagh | 66,057,375 | 25.47% | Beneficial |
+----------------------------+---------------+---------------+----------------+
| Dolmen Securities Limited | 5,752,076 | 2.22% | Beneficial |
+----------------------------+---------------+---------------+----------------+
| Discretionary Clients of | 5,346,679 | 2.06% | Non-beneficial |
| Dolmen Securities Limited | | | |
+----------------------------+---------------+---------------+----------------+
| Ms Jennifer Caldwell, | 84,500 | 0.03% | Beneficial |
| Partner, Maples and Calder | | | |
+----------------------------+---------------+---------------+----------------+
At the close of business on 10 December 2009, being the last Business Day prior
to this announcement, Mr Brendan O'Sullivan held options over 7,787,601
ThirdForce Shares
8. General
There are no arrangements to which Rule 8.7 of the Takeover Rules applies which
exist between the offeror, or any person acting in concert with the offeror, and
any other person.
There are no arrangements to which Rule 8.7 of the Takeover Rules applies which
exist between the offeree, or any person who is an associate of the offeree by
virtue of any of paragraphs (a) to (g) of the definition of "associate" as set
out in the Takeover Rules, and any other person.
Save as disclosed in this announcement, as at the close of business on 10
December 2009, being the last Business Day prior to this announcement, neither
LearnVantage nor, so far as LearnVantage is aware, any person acting, or deemed
to be acting, in concert with LearnVantage is interested in or holds any short
positions in any class of relevant securities of ThirdForce.
Additional interest(s) or dealing(s) of persons presumed to be acting in concert
with LearnVantage that come to its attention will be discussed with the Panel
and, as necessary, will be announced if requested by the Panel.
+----------------------------------------+--------------------------------+
| Enquiries | |
+----------------------------------------+--------------------------------+
| | |
+----------------------------------------+--------------------------------+
| Brendan O'Sullivan | |
+----------------------------------------+--------------------------------+
| LearnVantage Plc | Tel: + 353 (0) 86 311 2868 |
+----------------------------------------+--------------------------------+
| | |
+----------------------------------------+--------------------------------+
| Tom Nolan | |
+----------------------------------------+--------------------------------+
| Dolmen Corporate Finance Ltd | Tel: +353 (0) 1 633 3800 |
+----------------------------------------+--------------------------------+
| (Financial Adviser to LearnVantage) | |
+----------------------------------------+--------------------------------+
| | |
+----------------------------------------+--------------------------------+
| Eoin Kennedy | |
+----------------------------------------+--------------------------------+
| Slattery Communications Limited | Tel: +353 (0) 1 661 4055 |
+----------------------------------------+--------------------------------+
| (Media Enquiries) | |
+----------------------------------------+--------------------------------+
| | |
+----------------------------------------+--------------------------------+
Dolmen is a division of Dolmen Securities Limited. Dolmen Securities Limited is
regulated by the Financial Regulator. Dolmen is acting exclusively for
LearnVantage and no one else in connection with the Offer and Dolmen will not
regard any other person as a client in relation to the Offer and will not be
responsible to anyone other than LearnVantage for providing the protections
afforded exclusively to its clients or for providing advice in relation to the
Offer, the contents of this announcement or any other matters referred to
herein.
The LearnVantage Directors accept responsibility for all of the information
contained in this announcement. To the best of the knowledge and belief of the
LearnVantage Directors (who have taken all reasonable care to ensure that such
is the case), the information contained in this announcement for which they
accept responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This announcement does not constitute an offer to purchase, sell, subscribe or
exchange or the solicitation of an offer to purchase, sell, subscribe or
exchange any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. This announcement does not
constitute a prospectus or prospectus equivalent document. ThirdForce
Shareholders are advised to read the formal documentation in relation to the
Offer carefully.
Capitalised terms used in this announcement shall bear the same meaning as in
the Offer Document, unless the context requires otherwise.
Any response in relation to the Offer should be made only on the basis of the
information contained in the Offer Document and the Prospectus or any document
by which the Offer is made.
Overseas Shareholders
The availability of the Offer to persons not resident in Ireland, the United
Kingdom or the United States may be affected by the laws of the jurisdiction in
which they are resident. Persons who are resident in any jurisdiction or
territory other than Ireland, the United Kingdom or the United States should
obtain professional advice and observe any applicable requirements.
The Offer will not be made, directly or indirectly in, into or from any Excluded
Territory by the use of mails, or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce, or of any facility of a national, state or other securities exchange
of any Excluded Territory and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facility from or within any Excluded
Territory. Accordingly, copies of this announcement and any related offering
documents are not being, and must not be mailed or otherwise distributed or sent
in, into or from any Excluded Territory and persons receiving such documents
(including, without limitation, any nominee, trustee or custodian) must not
distribute or send them in, into or from any Excluded Territory and doing so may
invalidate any purported acceptance of the Offer by persons in any such
jurisdiction. Notwithstanding the foregoing restrictions, LearnVantage reserves
the right to permit the Offer to be accepted if, in its sole discretion, it is
satisfied that the transaction in question is exempt from or not subject to the
legislation or regulation giving rise to the restrictions in question. Failure
to comply with the above restrictions may constitute a violation of relevant
securities law.
All ThirdForce Shareholders (including, without limitation, any nominee, trustee
or custodian) who would otherwise intend to, or who have a contractual or legal
obligation to, forward this announcement or any other document(s) issued to
ThirdForce Shareholders in connection with the Offer to any Excluded Territory
should refrain from doing so and seek appropriate professional advice.
US Shareholders
The LearnVantage Shares have not been, and will not be registered under the US
Securities Act, or under the securities laws of any State of the United States
or other jurisdiction within the United States. In the United States, the
LearnVantage Shares will be offered and sold in reliance upon an exemption from
the registration requirements of the US Securities Act and only to ThirdForce
Shareholders who qualify as Accredited Investors. Accordingly, ThirdForce
Shareholders who are US Persons and who are not Accredited Investors may only
accept the Cash Offer, unless they are outside the United States within the
meaning of Regulation S promulgated under the US Securities Act.
The LearnVantage Shares are "restricted securities" within the meaning of Rule
144 of the US Securities Act and may be resold or transferred only in certain
limited instances. The certificates evidencing the LearnVantage Shares may bear
legends referring to applicable restrictions on transfer.
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange
This information is provided by RNS
The company news service from the London Stock Exchange
END
ISECKDKQOBDDFBD
1 Year Thirdforce Chart |
1 Month Thirdforce 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
