RNS Number : 3344I
  Clos Du Mesnil Ltd
  17 November 2008
   
    17 November 2008
    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY
OTHER RESTRICTED JURISDICTION WHERE IT IS UNLAWFUL TO DO SO

    CASH OFFER 
    BY 
    CLOS DU MESNIL
    FOR THE ENTIRE ISSUED SHARE CAPITAL OF
    LATITUDE RESOURCES PLC 
    Offer Declared Unconditional in all Respects
    Introduction
    On 20 October 2008, Clos du Mesnil Limited ("CdM") made a cash offer to acquire the entire issued and to be issued ordinary share
capital of Latitude Resources plc ("Latitude") (the "Offer"). Under the terms of the Offer, Latitude Shareholders will receive, for each
Latitude Share held, 4 pence in cash. The document setting out the full terms of the Offer (the "Offer Document") was posted to Latitude
Shareholders on 6 November 2008.  
    CdM announces that as at 1.00pm (London time) on 17 November 2008 all the conditions of the Offer have now been satisfied. Accordingly,
the Offer is hereby declared unconditional in all respects and will remain open for acceptance until 11 December 2008.  Any further
extensions of the Offer will be publicly announced by 8.00am (London time) on the Business Day following the day on which the Offer was
otherwise due to expire, or such later time or date as the Panel may agree.
    Level of acceptances
    CdM announces that as at 1.00 pm (London time) on 17 November 2008, valid acceptances of the Offer had been received in respect of a
total of 42,272,572 Latitude Shares, representing approximately 15.68 per cent. of the existing issued share capital of Latitude.
    Interest in Latitude Shares 
    
(a)                   At the close of business on 17 November 2008 (being the latest practicable date prior to the publication of this
Announcement), CdM held 124,325,000 Latitude Shares. CdM acquired 43,750,000 Latitude Shares from Resourceworks plc on 17 October 2008 at a
price of 4 pence per Latitude Share and 80,575,000 Latitude Shares from Investec Bank (UK) Limited on 20 October 2008 at a price of 4 pence
per Latitude Share, giving it a total aggregate of 124,325,000 Latitude Shares, representing approximately 46.1 per cent. of the issued
share capital of Latitude.
(b)                   At the close of business on 17 November 2008 (being the latest practicable date prior to the publication of this
Announcement) Jonathan Rowland is deemed to be acting in concert with CdM and held 3,500,000 unexercised options in Latitude Shares under
the Share Incentive Scheme. Jonathan Rowland is David John Rowland's son and is a discretionary beneficiary under a trust with an interest
in the Rowland Family Trust.
    Settlement of consideration
    Settlement of the consideration due under the Offer in respect of acceptances, which have been received and are valid and complete in
all respects, will be despatched by first class post (in the case of certificated holders) or credited to the relevant CREST account (in the
case of uncertificated holders) as soon as practicable. Settlement of the consideration in respect of further acceptances, which are valid
and complete in all respects, will be despatched as soon as practicable and in any event within 14 days of receipt.

    Compulsory acquisition
    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 Companies Act to acquire compulsorily the
remaining Latitude Shares in respect of which the Offer has not 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 Companies Act.
    If CdM receives acceptances under the Offer and, by virtue of acceptances of the Offer and any other acquisitions, CdM holds not less
than 90 per cent. or more in nominal value of the Latitude Shares (and 90 per cent. or more of the voting rights carried out by Latitude
Shares), then a minority Latitude Shareholder shall have the right pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act
to require CdM to acquire his Latitude Shares.
    Further acceptance of the Offer
    The Offer will remain open for acceptance until 11 December 2008.  Any further extensions of the Offer will be publicly announced by
8.00am (London time) on the Business Day following the day on which the Offer was otherwise due to expire, or such later time or date as the
Panel may agree.
    Latitude Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Latitude Shares held in certificated
form (that is, not in CREST), should complete, sign, have witnessed (as required) and return the Form of Acceptance together with the
relevant valid share certificate(s) or other documents of title, in accordance with the instructions set out in the Offer Document and on
the Form of Acceptance, by post or (during normal business hours only) by hand to Capita Registrars, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible.  
    Latitude Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Latitude Shares held in uncertificated
form (that is, in CREST), should read paragraph 14.2 of the letter from CdM in Part 1 of the Offer Document and Part D of Appendix I to the
Offer Document and follow the procedure for electronic acceptance through CREST set out therein so that the TTE instruction settles as soon
as possible.
    Latitude Shareholders who are a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to
send the necessary TTE instruction to Euroclear.
    The Offer Document and the Form of Acceptance are available for inspection during usual business hours on any weekday (public holidays
excepted) at the offices of Forsters LLP at 31 Hill Street, London W1J 5LS while the Offer remains open for acceptance.  
    Additional Forms of Acceptance are available from Capita Registrars upon request; please contact Capita Registrars by telephone on 0871
664 0321 or +44 20 8639 3399 (if telephoning from outside the UK). Calls to the Capita Registrars 0871 664 0321 number are charged at 10
pence per minute (including VAT) plus any of your service provider's network extras. Calls to the Capita Registrars +44 20 8639 3399 number
from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and
calls may be recorded and monitored randomly for security and training purposes.
    Capita Registrars cannot provide advice on the merits of the Offer or give any financial, legal or tax advice.
    Terms defined in the Offer Document have the same meaning when used in this Announcement unless the context requires otherwise.  
    Enquiries:
 Clos du Mesnil Limited                          Tel: +44 207 863 8333
 David John Rowland                              Fax: +44 207 863 8444
 Director
 c/o Forsters LLP 
 ref: JPW/CKW/26418.7

    Forsters LLP is acting exclusively for CdM and no-one else in connection with the Offer and other matters described in the Offer
Document and will not be responsible to anyone other than CdM who are providing the protections offered to clients of Forsters LLP nor for
providing advice in relation to the Offer and other matters described in the Offer Document.  
    This Announcement is not intended to and does not constitute or form any part of, an offer or invitation to sell or subscribe for or
purchase any securities or the solicitation of an offer to purchase any securities. The Offer is being made solely by means of the Offer
Document, the Approval Form and, in respect of Latitude Shares in certificated form, the Form of Acceptance. Any acceptance or other
response to the Offer should be made only on the basis of the information contained or referred to, and the procedures described, in the
Offer Document, the Form of Acceptance (if appropriate) and the Approval Form, which contains the full terms and conditions of the Offer
including details of how it may be accepted.  
    This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be
the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside
the UK.  
    Unless otherwise determined by CdM or required by the Code and permitted by applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into and will not be capable of acceptance in or from Canada, Australia, Japan or any other Restricted
Jurisdiction. In addition, it is not currently intended that the Offer will be made, directly or indirectly, in or into, or by use of the
mails of or by any means or instrumentality (including, without limitation, telephone, fax, telex, internet or other forms of electronic
communication) of interstate or foreign commerce of, or by any facilities of a securities exchange of the United States, and it is not
currently intended that the Offer will 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, copies of this Announcement, the Offer Document,
the Form of Acceptance, the Approval Form and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or 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. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by laws of the relevant
jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
Custodians, nominees and trustees should observe these restrictions and should not send or distribute this Announcement or any accompanying
documents in or into the United States, Canada, Australia, Japan or any other Restricted Jurisdiction.
    Further details in relation to overseas shareholders are contained in the Offer Document.
    The CdM Director accept responsibility for the information contained in this Announcement and to the best of their knowledge and belief
(having taken all reasonable care to ensure that 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.


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