RNS Number : 2765G
Latitude Resources plc
20 October 2008
Clos du Mesnil Limited
20 October 2008
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
CASH OFFER
CLOS DU MESNIL LIMITED
FOR
LATITUDE RESOURCES PLC
Summary
* CdM announces the terms of its cash offer for the entire issued and to be issued share capital of Latitude having acquired
80,575,000 Latitude Shares on 20 October 2008 at a price of 4 pence for each Latitude Share.
* The Offer will be made to acquire the entire issued and to be issued share capital of Latitude which is not already owned or
otherwise contracted to be acquired by CdM or any of its Associates.
* The Offer will, when formally made, be conditional only upon the receipt of acceptances in respect of Latitude Shares which,
together with the Latitude Shares acquired or agreed to be acquired before or during the Offer, will result in CdM (and persons acting in
concert with it) holding Latitude Shares carrying more than 50 per cent of the voting rights in Latitude.
* The Offer will be 4 pence in cash for each Latitude Share, valuing the entire issued share capital of Latitude at approximately
�10.78 million.
* The Offer will extend to all Latitude Shares which are not held by CdM or any of its Associates and any further Latitude Shares
which are unconditionally allotted or issued and fully paid whilst the Offer remains open for acceptance (or by such earlier date as CdM
may, subject to the City Code, decide) pursuant to the exercise of options or the satisfaction of awards under the Share Incentive Schemes
or otherwise.
* The Offer represents a premium of approximately 33.3 per cent over the last closing price of a Latitude Share at the close of
business on 1 September 2008 being the last dealing day following the suspension of trading of Latitude Shares pursuant to the AIM rules.
Enquiries: Tel: +44 207863 8333
Clos du Mesnil Limited Fax: +44 207863 8444
David John Rowland
Director
C/o Forsters LLP ref JPW/CKW/26418.7
This summary should be read in conjunction with the full text of the following announcement which sets out further details of the
offer.
Appendix 1 contains the condition and certain further terms of the Offer. Appendix 2 contains the sources and bases of information used
in the announcement. Appendix 3 contains definitions of certain terms used in this announcement.
The announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval or an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. 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. The Offer Document will be posted to those Latitude Shareholders able to receive
it in due course. Those Latitude Shareholders receiving the Offer Document are strongly advised to read it in full, as it will contain
important information.
The laws of the relevant jurisdiction may affect the availability of the Offer to persons who are not resident in the United Kingdom.
Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should
inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement, the Offer Document and/or the form of Acceptance or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and see appropriate professional advice before taking any action.
The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of any securities
exchange of, the United States, Canada, Australia, Japan or any other Restricted Jurisdiction and will not be capable of acceptance by any
such use, means, instrumentality or facility or from within the United States, Canada, Australia, Japan or any other Restricted
Jurisdiction. Accordingly, neither this announcement nor the Offer Documentation is being, and must not be, directly or indirectly, mailed
or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other
Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. All Latitude Shareholders or other persons
(including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or the Offer Documentation to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.
Dealing Disclosure Requirements
Under the provisions of rule 8.3 of the City Code if any person is or becomes "interested" (directly or indirectly) in one per cent or
more of any class of "relevant securities" of Latitude all "dealings" in any "relevant securities" of Latitude (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 3.30pm
(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, 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 Latitude, they will be domed to be a single person for the purposes of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Latitude by CdM or by any of their
respective "associates" must all be publicly disclosed by no later than 12 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 City Code, which can also be found on the Panel's website. If you are in any doubt as to the
application of Rule 8 to you, you should consult the Panel's website www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+44(0)20 7638 0129; fax number +44 (0)20 7236 7013.
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
CASH OFFER
CLOS DU MESNIL LIMITED
FOR
LATITUDE RESOURCES PLC
1. Introduction
The board of CdM announces the terms of a cash offer to be made by CdM to acquire all of the issued and to be issued Latitude Shares
which are not already owned or otherwise contracted to be acquired by CdM or any of its Associates.
The Offer values each Latitude Share at 4 pence and the entire issued share capital of Latitude at approximately �10.78 million.
CdM is a company incorporated in Guernsey and is 50 per cent owned by Berylstone Limited, a company incorporated in the British Virgin
Islands ("Berylstone") and 50 per cent owned by Albany Nominees Limited, a company incorporated in Guernsey ("Albany"). Albany holds the
one share in CdM as nominee for Berylstone. Berylstone and Albany are companies controlled by the Rowland Family Trust.
Jonathan Rowland, a non-executive director of Latitude, is a discretionary beneficiary under a trust which has an interest in the
Rowland Family Trust. Jonathan Rowland is also the son of David Rowland, a director of CdM. This relationship deems Jonathan Rowland as a
concert party under the City Code.
The Offer will, when formally made, be conditional only upon the receipt of acceptances in respect of Latitude Shares, which together
with the Latitude Shares acquired or agreed to be acquired before or during the Offer, will result in CdM (and persons acting in concert
with it) holding Latitude Shares carrying more than 50 per cent. of the voting rights in Latitude.
2. The Offer
The Offer, which is subject to the condition and further terms set out below (and in Appendix 1) and to be set out in the formal Offer
Document and the Form of Acceptance when issued, will be made on the following basis:
For each Latitude share 4 pence in cash
The Offer will extend to all Latitude Shares which are not held by CdM or any of its Associates and any further Latitude Shares which
are unconditionally allotted or issued and fully paid whilst the Offer remains open for acceptance (or by such earlier date as CdM may,
subject to the City Code, decide) pursuant to the exercise of options or the satisfaction of awards under the Share Incentive Schemes or
otherwise.
The Offer represents a premium of approximately 33.3 per cent over the last closing price of a Latitude Share at the close of business
on 1 September 2008 being the last dealing day following the suspension of trading of Latitude Shares pursuant to the AIM rules.
The Offer values the entire issued share capital of Latitude at approximately �10.78 million.
The Latitude Shares will be acquired by CdM fully paid and free from all liens, equities, charges, encumbrances and other interests and
together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions
declared, made or paid after the date of this announcement. The condition and certain further terms of the Offer are set out or referred to
in Appendix 1.
3. Background to and reasons for the Offer
CdM is making the Offer solely because it is required to do so under the rules of the City Code.
4. Information on Latitude
Latitude is a mining investment company focussed on producing and near production assets. On 5th September 2007, it announced the
disposal of it's copper exploration assets in the Chilean coastal cordillera to Tamaya Resources Limited, an Australian junior mining
company. On the 29th February 2008 Latitude announced it had liquidated all investments, consequently Latitudes Shares were suspended from
trading on 1st September 2008 pursuant to AIM rules.
5. Information on CdM
CdM was incorporated on 8 August 2008 under Guernsey Law. CdM is a special purpose vehicle to be used specifically for the Offer. Its
sole director is Mr David Rowland.
6. Financing the Offer
The Offer will be financed from existing cash resources made available to CdM by its shareholders.
Forsters LLP, the legal adviser to CdM is satisfied that sufficient financial resources are available to CdM to satisfy the cash
consideration payable to Latitude Shareholders in the event of full acceptance of the Offer.
7. Management and Employees
CdM confirms that following the Offer becoming unconditional, the existing employment rights, including pension rights, of the
management and employees of Latitude will be safeguarded.
8. Compulsory acquisition, cancellation of trading and re-registration
If CdM receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in nominal value of the
Latitude Shares to which the Offer relates (and 90 per cent. or more of the voting rights carried out by Latitude Shares to which the Offer
relates) CdM shall have the right pursuant to the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily the remaining
Latitude Shares in respect of which the Offer has been accepted. CdM may choose to exercise this right.
Assuming the Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, and provided that CdM
has acquired or agreed to acquire 75 per cent. of the voting rights attached to the Latitude Shares, CdM may procure the making of an
application by Latitude for the cancellation of admission to trading of Latitude Shares on AIM in accordance with the AIM rules.
If that option is exercised, it is anticipated that cancellation of admission to trading on AIM will take effect no earlier than 20
clear Business Days after CdM has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Latitude Shares. The
cancellation would significantly reduce the liquidity and marketability of any Latitude Shares not assented to the Offer at that time.
It is also intended that, following such cancellation, Latitude will be re-registered as a private company under the relevant provisions
of the 2006 Act.
9. Disclosure of interests in Latitude Shares
As at the date of this announcement CdM owns 124,325,000 Latitude Shares representing approximately 46.1 per cent. of the issued share
capital of Latitude. Jonathan Rowland has 3,500,000 unexercised options in Latitude Shares under the Share Incentive Scheme.
Save as set out above, as at 17 October 2008, being the last practicable date prior to this announcement, CdM is not aware that any
person acting in concert with CdM had an interest in or right to subscribe for relevant securities of Latitude or had any short position in
relation to relevant securities of Latitude (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 of any relevant securities of Latitude.
10. General
It is expected that the Offer Documentation will be despatched to Latitude Shareholders by CdM by 17 November 2008.
The Offer will be on the terms and subject to the condition set out herein and in Appendix 1 and to be set out in the Offer
Documentation.
The Offer will be governed by English law and will be subject to the jurisdiction of the English courts.
Details of the sources and bases of certain information set out in this announcement are included in Appendix 2. Appendix 3 contains
definitions of certain terms used in this announcement.
Enquiries:
Clos du Mesnil Limited Tel: +44 20 7863 8333
David John Rowland Fax: +44 20 7863 8444
Director
C/o Forsters LLP ref: JPW/CKW/26418.7
This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval or an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. 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 condition of the
Offer, including details of how the Offer may be accepted. The Offer Document will be posted to those Latitude Shareholders able to receive
it in due course. Those Latitude Shareholders receiving the Offer Document are strongly advised to read it in full, as it will contain
important information.
The laws of the relevant jurisdictions may affect the availability of the Offer to persons who are not resident in the United Kingdom.
Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should
inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement, the Offer Document and/or the Form of Acceptance or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing to and seek appropriate professional advice before taking any action.
The Offer will not be made, directly or indirectly, in or into, or by use of the mails or, or by any means or instrumentality (including
, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of any securities exchange of,
the United States, Canada, Australia, Japan or any other Restricted Jurisdiction and will not be capable of acceptance by any such use,
means, instrumentality or facility or from within the United States, Canada, Australia, Japan or any other Restricted Jurisdiction.
Accordingly, neither this announcement nor the Offer Documentation is being, and must not be, directly or indirectly, mailed or otherwise
forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other Restricted
Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. All Latitude Shareholders or other persons (including
nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or the Offer Documentation to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.
The Offer will be capable of acceptance only by persons outside the United States, Canada, Australia, Japan or any other Restricted
Jurisdiction. Offering materials with respect to this Offer will not be, and may not be, distributed in or sent to the United States,
Canada, Australia, Japan or any other Restricted Jurisdiction and may not be used for the purpose of solicitation of an offer to purchase or
sell any securities in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Any tenders received from persons
resident in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction or with United States, Canadian, Australian or
Japanese mailing addresses or from a mailing address in any other Restricted Jurisdiction will be rejected.
Dealing Disclosure Requirements
Under the provisions of Rile 8.3 of the City Code if any person is or becomes "interested" (directly or indirectly) in one per cent. or
more of any class of "relevant securities" of Latitude all "dealings" in any "relevant securities" of Latitude (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 3:30pm
(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, 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 Latitude, they will be deemed to be a single person for the purposes of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Latitude by CdM or Latitude, or by any of
their respective "associates" must also be publicly 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 City Code, which can also be found on the Panel's website. If you are in any doubt as to the
application of Rule 8 to you, you should consult the Panel's website www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.
APPENDIX 1
Condition and certain further terms of the Offer
Condition of the Offer
The Offer will comply with the applicable rules and regulations of AIM and the City Code, will be governed by English law and will be
subject to the jurisdiction of the courts of England and to the terms and condition set out below, in the Offer Document and in the Form of
Acceptance:
The Offer will be subject to valid acceptances being received (and not, where permitted, withdrawn) by not later than 1:00pm (London
time) on the first closing date of the Offer (or such later time(s) and/or date(s) as CdM may, subject to the rules of the City Code,
decide) in respect of such number of Latitude Shares which, together with the Latitude Shares acquired or agreed to be acquired by CdM or
parties acting in concert with CdM, before or during the offer period will result in CdM and any party acting in concert with it holding
Latitude Shares which together carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of
Latitude.
For the purpose of this condition:
(i) Latitude Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall
be deemed to carry the voting rights they will carry upon issue; and
(ii) The expression "Latitude Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part
28 of the 2006 Act.
If the Offer lapses, the Offer will cease to be capable of further acceptance and CdM and holders of Latitude Shares shall thereupon cease
to be bound by prior acceptances delivered on or before the time when the Offer lapses.
APPENDIX 2
Sources and Bases of Information
1. Historic share prices are sourced from the Daily Share performance chart and represent closing middle market prices
for Latitude Shares on the relevant dates.
2. The value of the entire issued share capital of Latitude is based upon the number of Latitude Shares in issue, as
published on 17 October 2008 (representing the entire issued share capital of Latitude).
3. Unless otherwise stated, the financial information relating to Latitude contained in this announcement is
extracted from the audited published consolidated accounts of Latitude for the year ended 31 June 2007.
1985 Act: the Companies Act 1985, as amended
2006 Act: the Companies Act 2006
AIM: the AIM market of the London Stock Exchange
Associates: shall be construed as "associates" is construed in sections 974 to 991 of the 2006 Act
Australia: the Commonwealth of Australia, its states, territories and possessions
Business Day: means a day on which the London Stock Exchange is open for transaction of business
Canada: Canada, its provinces and territories and all areas subject to its jurisdiction
City Code: the City Code on Takeovers and Mergers
Form of Acceptance: the form of acceptance and authority relating to the Offer which will in the case of Latitude
Shareholders who hold their Latitude Shares in certificated form, accompany the Offer Document
Latitude: Latitude Resolution plc, a company incorporated in England and Wales under company number
3971059
Latitude Group: Latitude and its subsidiaries, as defined in the 1985 Act
Latitude Shares: shares of 1 pence each in the capital of Latitude
Latitude Shareholders: holders of Latitude Shares
Japan: Japan, its cities and prefectures, territories and possessions
London Stock Exchange: London Stock Exchange plc
Offer: the proposed cash offer to be made by CdM to acquire the entire issued and to be issued
share capital of Latitude not already owned or otherwise contracted to be acquired by CdM or any of its Associates on the terms and subject
to the condition to be set out in the Offer Document and, where the context admits, any subsequent revision, variation, extension or renewal
thereof
Offer Document: the document proposed to be sent to holders of Latitude Shares containing, amongst other things,
the terms and condition of the Offer and where appropriate, any other document(s) containing terms and condition of the Offer
Panel: The Panel on Takeovers and Mergers
CdM: Clos du Mesnil Limited, a company incorporated in Guernsey under company number 49297
Restricted Jurisdiction: any jurisdiction where local law or regulations may result in risk of civil, regulatory or
criminal exposure or prosecution if information concerning the Offer is sent or made available to any Latitude Shareholders in that
jurisdiction
Rowland Family Trust: The Rowland Purpose Trust 2001 and any entity that is controlled by the Rowland Purpose Trust 2001
Share Incentive Schemes: the latitude share option plan adopted by Latitude
United States or US: the United States of America, its territories and possessions, any state of the United States of
America and the District of Columbia and all other areas subject to its jurisdiction
�: UK pounds sterling (and references to "pence" shall be construed accordingly)
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBFKKKPABDDBKB
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