THF Thirdforce

 

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 
 
 OFDUWAURKBRWAAR 
 

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