Statement re Possible Offer
August 18 2009 - 8:20AM
UK Regulatory
TIDMTHF
RNS Number : 6303X
Thirdforce PLC
18 August 2009
18 August 2009
Possible offer for ThirdForce PLC (the 'Company' or "ThirdForce")
On 30 March 2009, the Company announced that it had received an approach from
LearnVantage Limited ("LearnVantage"), which may or may not lead to an offer
being made for the Company. The approach incorporated a proposed share offer of
1 share in LearnVantage for every 1 share in ThirdForce or a cash offer at 8c
per share. LearnVantage is a special purpose company formed by Brendan
O'Sullivan (the Chief Executive Officer of the Company) and Pat McDonagh (the
Chairman of the Company) for the purpose of making the approach. On 29 April
2009, following a period of negotiation, the Independent Directors, comprising
Mike Newton, Carol Clark and Edwin Robinson, announced that an offer at 8c per
share would not be recommended.
Since then, discussions have been ongoing and the Independent Directors have
received a revised proposal from LearnVantage which may or may not lead to an
offer for the entire issued and to be issued share capital of the Company on the
following basis:
+---------------------------------+--------------------------------+
| (A) For each ThirdForce share | 1 LearnVantage share |
+---------------------------------+--------------------------------+
OR
+---------------------------------+--------------------------------+
| (B) For every 4 ThirdForce | 3 LearnVantage shares and |
| shares | EUR0.12 in cash |
+---------------------------------+--------------------------------+
OR
+---------------------------------+--------------------------------+
| (C) For each ThirdForce share | EUR0.105 in cash |
+---------------------------------+--------------------------------+
The Independent Directors have indicated that they are in principle supportive
of the revised possible cash offer in (C) above, which represents a premium of
approx. 31% over the initial approach price of 8c.
The revised possible offer is subject to a number of conditions, including the
approval of a prospectus of LearnVantage by the Financial Regulator, and there
can be no certainty as to whether an offer will ultimately be made on the terms
described above or at all.
This announcement has been made following consultation with LearnVantage. A
further announcement in relation to the possible offer will be made if and when
appropriate.
This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.5 of the Takeover Rules.
Enquiries:
Goodbody Corporate Finance
Finbarr Griffin
Stephen Kane
Phone: +353 1 614 0600
The Independent Directors of the Company accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the Independent Directors of the Company (who have taken all
reasonable care to ensure such is the case) the information contained in this
announcement is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Goodbody Corporate Finance, which is regulated in Ireland by the Financial
Regulator, is acting for the Company and no-one else in relation to the approach
and will not be responsible to anyone other than the Company for providing
advice in relation to the approach.
Any person who is a holder of one per cent. or more of any class of shares in
ThirdForce may be required to make disclosures pursuant to Rule 8.3 of the Irish
Takeover Panel Act, 1997, Takeover Rules 2007(as amended).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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