Response to offer unconditional
November 18 2008 - 7:05AM
UK Regulatory
RNS Number : 3931I
Latitude Resources plc
18 November 2008
18 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")
Response to Offer Unconditional announcement
The independent directors of Latitude (the "Independent Directors") note the announcement made yesterday by Clos du Mesnil Limited
("CdM") that the mandatory cash offer by CdM for Latitude (the "Offer") has become unconditional with CdM having received valid acceptances
in respect of 42,272,572 Latitude Shares, representing approximately 15.68 per cent. of the issued share capital of the Company. CdM now
holds or has received valid acceptances in respect of a total of 166,597,572 Latitude Shares representing approximately 61.81 per cent. of
the issued share capital of the Company.
The closing date for the Offer, which remains subject to the terms set out in the Offer Document, is being extended from 1.00 p.m. on 27
November 2008 and the Offer will now remain open for acceptance until 1.00 p.m. on 11 December 2008. Any further extensions of the Offer
will be publicly announced by CdM by 8.00 a.m. on the business day following the day on which the Offer was otherwise due to expire, or at
such later time or date as the Panel may agree. Following this date, unless further extended, Latitude Shareholders and Optionholders will
be unable to accept the Offer and the proposals put forward to Optionholders respectively.
Following consultation with the Company's adviser, Evolution Securities Limited, the Independent Directors note the fact that CdM has
now obtained actual control of the Company and, for the reasons set out in the Circular and the facts contained in this announcement,
considers that it is not appropriate to provide Latitude Shareholders and Optionholders who have not already accepted the Offer or the
proposals put forward to Optionholders respectively with a definitive recommendation at this time.
As the Offer has now become unconditional and CdM holds over 50 per cent. of the issued share capital of the Company, in addition to
their own individual investment requirements and objectives, Latitude Shareholders and Optionholders are encouraged to reconsider the issues
set out in paragraph 5 of the letter from the Independent Director contained in the circular to shareholder dated 13 November 2008 (the
'Circular') when evaluating whether or not to accept the Offer and the proposals put forward to Optionholders respectively. A copy of the
Circular is available on the Company's website at www.latituderesources.com/i/pdf/2008-Circ.pdf.
Further announcements will be made as appropriate.
For further information please contact:
Latitude Resources plc
Martyn Konig (Chief Executive Officer) Phone: +44 (0) 20 7087 7971
Andrew Myers (Non-Executive Director) Fax: +44 (0) 20 7734 3870
Email: info@latituderesources.com
Evolution Securities Limited
Robert Collins/Neil Elliot Phone: +44 (0) 20 7071 4300
Responsibility Statement
The Independent Directors accept responsibility for the information contained in this announcement and, to the best of the Independent
Directors' 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.
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 p.m. (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 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 Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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