Posting of response to mandatory cash offer
November 13 2008 - 1:01AM
UK Regulatory
RNS Number : 0596I
Latitude Resources plc
13 November 2008
13 November 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.
Latitude Resources plc
('Latitude' or the 'Company')
Posting of response to mandatory cash offer
The board of Latitude announces that it has today posted to shareholders a response (the 'Circular') to the mandatory cash offer made by
CdM to acquire the entire 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. A document containing the full terms and condition of the Offer was posted to Latitude's shareholders on 6
November 2008.
The information contained in this announcement is derived from, and should be read in conjunction with, the full text of the Circular.
Latitude Shareholders should read the whole of the Circular and not just rely upon the information set out below. A copies of the Circular
will be available free of charge at the offices of the Company's Rule 3 Adviser, Evolution Securities, 100 Wood Street, London EC2V 7AN, and
on the Company's website being www.latituderesources.com. Terms defined in the Circular shall have the same meanings in this announcement.
RESPONSIBILITY FOR CONSIDERING THE OFFER
Following consultation with Evolution Securities, and having taken into account a number of factors relating to actual and perceived
conflicts of interest of the Latitude Directors, the Board has concluded that Jonathan Rowland, a non-executive Director of the Company, is
deemed by the Code to be acting in concert with CdM and cannot be considered to be independent for the purposes of assessing the merits of
the Offer due to him being a discretionary beneficiary under a trust which has an interest in CdM and the fact that David Rowland, the sole
director of CdM, is his father. As a result, the Independent Directors can confirm that Jonathan Rowland has not and will not participate in
any Board discussions in relation to the Offer.
ADVICE TO LATITUDE SHAREHOLDERS AND OPTIONHOLDERS
Notwithstanding the intentions of the Independent Directors in relation to their own shareholding, the Independent Directors do not
believe it is appropriate to provide Latitude Shareholders and Optionholders with a definitive recommendation at this time. In evaluating
what action to take you should carefully review, in addition to your own individual investment requirements and objectives, the
considerations for acceptance or rejection of the Offer summarised below.
Considerations for not accepting the Offer
* The Offer Price represents a discount of 25.7 per cent. to the NAV per share of 5.38 pence.
Considerations for accepting the Offer
* The Offer provides Shareholders with the certainty of receiving 4p in cash for each Latitude Share held.
* Given the performance of the share price over the past 12 months and the further falls in the equity markets since the Latitude
Shares were suspended from trading, there can be no certainty that Shareholders would be able to realise a greater value than the Offer
Price.
* Latitude Shares are currently suspended from trading on AIM and there can be no certainty that they will be readmitted to
trading.
* CdM currently has the capability to exercise effective control over Latitude and, if it obtains a sufficient number of valid
acceptances under the Offer (or otherwise makes further market purchases) to take its interest in Latitude Shares to over 50 per cent then
CdM will have actual control over Latitude.
OPINION OF THE INDEPENDENT DIRECTORS
The Independent Directors do not consider that the Offer fully takes account of the potential value of Latitude, but recognise that
there are inherent uncertainties attached to this potential. The Independent Directors also recognise that the Offer represents a premium to
the Closing Price of a Latitude Share on the business day prior to the suspension of trading in Latitude Shares, which could be attractive
to many Latitude Shareholders.
After consulting with Evolution Securities, Latitude's financial adviser, and in recognition of the factors set out above, especially
those surrounding the current uncertainty and negative sentiment surrounding equity markets and commodity prices, and the consequent
uncertainty and volatility surrounding valuations of natural resources companies, the Independent Directors do not believe that it is
appropriate to provide Latitude Shareholders and Optionholders with a definitive recommendation at this time. Accordingly, the Independent
Directors, who have been so advised by Evolution Securities, suggest that Latitude Shareholders and Optionholders should carefully consider
their own individual circumstances in determining whether or not they should accept the Offer or the proposals put forward to Shareholders
and Optionholders respectively. In providing advice to the Independent Directors, Evolution Securities has taken into account their
commercial assessments.
Martyn Konig, the only Independent Director to hold Latitude Shares, does not currently intend to accept the Offer in respect of his own
beneficial holding of 400,000 Latitude Shares, representing approximately 0.15 per cent. of the existing issued ordinary share capital of
Latitude.
For further information please contact:
Latitude Resources plc
Andrew Myers (Non-executive Director) Phone: +44 (0) 20 7087 7971
Fax: +44 (0) 20 7734 3870
Email: info@latituderesources.com
Evolution Securities Limited
Robert Collins/Neil Elliot Phone: +44 (0) 20 7071 4300
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 Latitude, 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 Latitude, they will be deemed to be a single person for the purpose of Rule 8.3.
Under provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Latitude by the offeror, Latitude 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 prices 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 or 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 Takeover 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 Takeover Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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