LTR Latitude

    RNS Number : 6166H
  Clos Du Mesnil Ltd
  06 November 2008
   
    6 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 FO THE RELEVANT LAWS OF SUCH JURISDICTION
    _________________________________________________________________________ _____
    CASH OFFER
    by
    CLOS DU MESNIL LIMITED
    for
    LATITUDE RESOURCES PLC
    _________________________________________________________________________ _____
    Offer Document Posted
    Further to the announcement made on 20 October 2008 of a cash offer to be made by Clos du Mesnil Limited ("CdM") to acquire the entire
issued and to be issued share capital of Latitude Resources plc ("Latitude") (the "Offer"), Latitude announces that the offer document
containing the full terms and conditions of the Offer (the "Offer Document") has today been posted to shareholders of Latitude, together
with the related Form of Acceptance (where appropriate).
    The first closing date of the Offer is 1pm (London time) on 27 November 2008.
    To accept the Offer in respect of certificated Latitude Shares, you must return your completed Form of Acceptance (together with your
valid share certificate and other documents of title (in respect of those Latitude Shares for which you wish to accept the Offer)) 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 and in any event so as to arrive no later than 1.00 p.m. (London time) on 27 November 2008. 
    Acceptances in respect of uncertificated Latitude Shares should be made electronically through CREST, so that the TTE instruction
settles no later than 1.00 p.m on 27 November 2008. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your
CREST sponsor will be able to send the necessary TTE instruction to Euroclear.
    The Offer Document and the Form of Acceptance will be available for inspection during normal 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.
    Copies of the Offer Document and the Form of Acceptance are available from Capita Registrars at Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU during normal business hours on any Business Day while the Offer remains open for acceptance.
    Latitude Shareholders are advised to read the Offer Document carefully.
    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
    Definitions used in the Offer Document have the same meaning when used in this announcement, unless the context requires otherwise.
    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. 
    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 for 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.
    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 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 Document 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 Document 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.
    The CdM Director accepts responsibility for the information contained in this announcement and to the best of his 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 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 3.30 p.m.
(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 purpose 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 be 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
whether or not you are required to disclose a "dealing" under Rule 8, 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.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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