THF Thirdforce

 

TIDMTHF 
 
RNS Number : 4177C 
Thirdforce PLC 
12 November 2009 
 

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. 
 
 
12 November 2009 
 
 
Offer 
 
 
By 
 
 
LearnVantage Plc 
 
 
For 
 
 
ThirdForce Plc 
 
 
Further to the announcement on 9 November 2009 by LearnVantage Plc 
("LearnVantage") of its firm intention to make an offer (the "Offer") to acquire 
the entire issued share capital of ThirdForce Plc ("ThirdForce"), the Board of 
LearnVantage announces that the offer document containing the Offer (the "Offer 
Document") and the prospectus prepared in connection with the Offer (the 
"Prospectus") are being posted to ThirdForce Shareholders today. 
 
 
The Offer Document and the Prospectus are available at LearnVantage's registered 
office at 5th Floor, 75 St. Stephen's Green, Dublin 2, Ireland, being the 
offices of LearnVantage's solicitors, Maples and Calder, and on LearnVantage's 
website at www.learnvantage.com. In the United Kingdom, the Offer Document and 
the Prospectus are also available at the offices of Maples and Calder, 5th 
Floor, 7 Princes Street, London, EC2R 8AQ, England. The Offer Document and the 
Prospectus will remain available until the Final Closing Date. 
 
 
 
 
+----------------------------------------+--------------------------------+ 
| Enquiries                              |                                | 
+----------------------------------------+--------------------------------+ 
|                                        |                                | 
+----------------------------------------+--------------------------------+ 
| Brendan O'Sullivan                     |                                | 
+----------------------------------------+--------------------------------+ 
| LearnVantage Plc                       | Tel: + 353 (0) 86 311 2868     | 
+----------------------------------------+--------------------------------+ 
|                                        |                                | 
+----------------------------------------+--------------------------------+ 
| Tom Nolan                              |                                | 
+----------------------------------------+--------------------------------+ 
| Dolmen Corporate Finance Ltd           | Tel: +353 (0) 1 633 3800       | 
+----------------------------------------+--------------------------------+ 
| (Financial Adviser to LearnVantage)    |                                | 
+----------------------------------------+--------------------------------+ 
|                                        |                                | 
+----------------------------------------+--------------------------------+ 
| Eoin Kennedy                           |                                | 
+----------------------------------------+--------------------------------+ 
| Slattery Communications Limited        | Tel: +353 (0) 1 661 4055       | 
+----------------------------------------+--------------------------------+ 
|  (Media Enquiries)                     |                                | 
+----------------------------------------+--------------------------------+ 
|                                        |                                | 
+----------------------------------------+--------------------------------+ 
 
 
Terms in the Offer Document have the same meanings when used in this 
Announcement. 
 
 
Dolmen is a division of Dolmen Securities Limited. Dolmen Securities Limited is 
regulated by the Financial Regulator. Dolmen is acting exclusively for 
LearnVantage and no one else in connection with the Offer and Dolmen will not 
regard any other person as a client in relation to the Offer and will not be 
responsible to anyone other than LearnVantage for providing the protections 
afforded exclusively to its clients or for providing advice in relation to the 
Offer, the contents of this Announcement or any other matters referred to 
herein. 
 
 
The LearnVantage Directors accept responsibility for all of the information 
contained in this Announcement. To the best of the knowledge and belief of the 
LearnVantage Directors (who have taken all reasonable care to ensure that such 
is the case), the information contained in this Announcement for which they 
accept responsibility is in accordance with the facts and does not omit anything 
likely to affect the import of such information. 
 
 
This Announcement does not constitute an offer to purchase, sell, subscribe or 
exchange or the solicitation of an offer to purchase, sell, subscribe or 
exchange any securities or the solicitation of any vote or approval in any 
jurisdiction pursuant to the Offer or otherwise. This Announcement does not 
constitute a prospectus or prospectus equivalent document. ThirdForce 
Shareholders are advised to read the formal documentation in relation to the 
Offer carefully, once it has been despatched. 
 
 
Any response in relation to the Offer should be made only on the basis of the 
information contained in the Offer Document and the Prospectus or any document 
by which the Offer is made. 
 
 
Overseas Shareholders 
 
 
The availability of the Offer to persons not resident in Ireland, the United 
Kingdom or the United States may be affected by the laws of the jurisdiction in 
which they are resident. Persons who are resident in any jurisdiction or 
territory other than Ireland, the United Kingdom or the United States should 
obtain professional advice and observe any applicable requirements. 
The Offer will not be made, directly or indirectly in, into or from any Excluded 
Territory by the use of mails, or by any means or instrumentality (including, 
without limitation, telephonically or electronically) of interstate or foreign 
commerce, or of any facility of a national, state or other securities exchange 
of any Excluded Territory and the Offer will not be capable of acceptance by any 
such use, means, instrumentality or facility from or within any Excluded 
Territory. Accordingly, copies of this Announcement and any related offering 
documents are not being, and must not be mailed or otherwise distributed or sent 
in, into or from any Excluded Territory and persons receiving such documents 
(including, without limitation, any nominee, trustee or custodian) must not 
distribute or send them in, into or from any Excluded Territory and doing so may 
invalidate any purported acceptance of the Offer by persons in any such 
jurisdiction. Notwithstanding the foregoing restrictions, LearnVantage reserves 
the right to permit the Offer to be accepted if, in its sole discretion, it is 
satisfied that the transaction in question is exempt from or not subject to the 
legislation or regulation giving rise to the restrictions in question. Failure 
to comply with the above restrictions may constitute a violation of relevant 
securities law. 
All ThirdForce Shareholders (including, without limitation, any nominee, trustee 
or custodian) who would otherwise intend to, or who have a contractual or legal 
obligation to, forward this Announcement or any other document(s) issued to 
ThirdForce Shareholders in connection with the Offer to any Excluded Territory 
should refrain from doing so and seek appropriate professional advice. 
US Shareholders 
The LearnVantage Shares have not been, and will not be registered under the US 
Securities Act, or under the securities laws of any State of the United States 
or other jurisdiction within the United States. In the United States, the 
LearnVantage Shares will be offered and sold in reliance upon an exemption from 
the registration requirements of the US Securities Act and only to ThirdForce 
Shareholders who qualify as Accredited Investors. Accordingly, ThirdForce 
Shareholders who are US Persons and who are not Accredited Investors may only 
accept the Cash Offer, unless they are outside the United States within the 
meaning of Regulation S promulgated under the US Securities Act. 
The LearnVantage Shares are "restricted securities" within the meaning of Rule 
144 of the US Securities Act and may be resold or transferred only in certain 
limited instances. The certificates evidencing the LearnVantage Shares may bear 
legends referring to applicable restrictions on transfer. 
 
 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Takeover Rules, if any person is 
interested in, owns or controls (directly or indirectly) 1 per cent. or more of 
any class of "relevant securities" of ThirdForce or LearnVantage, all "dealings" 
in any "relevant securities" of ThirdForce or LearnVantage must be publicly 
disclosed by no later than 12.00 noon (Dublin 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 ThirdForce or LearnVantage, 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 Takeover Rules, all "dealings" in 
"relevant securities" of ThirdForce or LearnVantage, by LearnVantage or 
ThirdForce, or by any of their respective "associates", during the Offer Period 
must be disclosed by no later than 12.00 noon (Dublin 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.irishtakeoverpanel.ie. 
 
 
Terms in this paragraph, Dealing Disclosure Requirements, in quotation marks are 
defined in the Takeover Rules, 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 on telephone number (+353) 
1 678 9020. 
 
 
 
 
This announcement has been issued through the Companies Announcement Service of 
the Irish Stock Exchange. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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