TIDMTHAL TIDMRSI
RNS Number : 6676A
Thalassa Holdings Limited
03 April 2012
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
3 April 2012
Thalassa Holdings Ltd
(AIM: THAL)
("THAL" or the "Company")
RESPONSE TO THE BOARD OF ROCK SOLID IMAGES PLC
The Board of THAL note with interest the response of the Rock
Solid Images plc ("RSI") Board to THAL's partial offer made this
morning and the factual inaccuracies contained therein.
First, with regard to THAL's customer base; the majority of
THAL's business is done with E&P companies which are not
competitors of RSI and may even be existing or potential customers
of RSI hence the opportunity for exploring collaborative
arrangements between THAL and RSI.
There have been various conversations over the last week between
Duncan Soukup, Chairman of THAL and Messrs Cooper, CEO of RSI, and
Reilly, Chairman of RSI. At no point was this raised as a cause for
concern or even a question. The Board of THAL are disappointed that
the Board of RSI have not taken the effort to consider the
underlying opportunity but instead have made some incorrect
assumptions.
Further, the Board of RSI stated that: "There have been no
substantive discussions between the companies, and the Board of RSI
is concerned that Thalassa has provided no evidence that they will
bring any added economic or industrial assistance to the business
in the next phase of the Company's development."
The Board of THAL would like to clarify RSI's statement above.
There have been a number of substantive discussions between the two
companies and whilst those discussions did not cover any details
about how THAL could add economic or industrial assistance to RSI's
business; those discussions did cover THAL's offer of additional
funding either as an alternative to the related party loan with
EuroTrans Skips AS and East Hill Hedge Fund LLC (about which
shareholders have to date only been given scant details) or as part
of the fund raising round that the RSI Board have indicated will
occur post the AIM cancellation.
Duncan Soukup also asked Mr Reilly to give some assurance that
RSI would not, shortly after the AIM cancellation, consolidate its
shares thereby squeezing out small shareholders and denying RSI's
smallest shareholders any opportunity to participate in the
improving fortunes of RSI. Mr Reilly informed Mr Soukup that
neither he nor the Board could give Mr Soukup such assurance.
Duncan Soukup, Chairman of THAL, commented: "I would like to
stress that it is the THAL Board's sincere wish, as stated in our
offer, to explore areas of mutual interest. I am disappointed,
therefore, that the Board of RSI have been selective in their
response to our offer and that they have also failed to address the
most important issue on the table for small shareholders; the fact
that if RSI is successful in delisting and the Board decide to do a
consolidation of RSI's shares, small shareholders could end up
disenfranchised with a worthless holding at a time when the outlook
for RSI business is improving."
For further information please contact:
Enquiries:
Thalassa Holdings Ltd
+33 (0) 6 78 63
Duncan Soukup 2689
Daniel Stewart & Company plc (Financial
Adviser, Nominated Adviser and Broker
to Thalassa)
+44 (0) 20 7776
Antony Legge/James Felix 6550
www.thalassaholdingsltd.com
Daniel Stewart, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as financial
adviser to THAL and no one else in connection with the matters set
out in this document and will not be responsible to anyone other
than Thalassa for providing the protections afforded to clients of
Daniel Stewart, nor for providing advice in relation to any matter
referred to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Partial Offer or otherwise. The Partial Offer will
be made solely by means of an Offer Document, and the Form of
Acceptance accompanying the Offer Document, which will contain the
full terms and Conditions of the Partial Offer, including details
of how the Partial Offer may be accepted.
This announcement has been prepared for the purpose 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 United Kingdom.
Overseas Shareholders
The release, publication or distribution of this announcement
and any other documents related to the Partial Offer in certain
jurisdictions may be restricted by law. In particular, the
availability of the Partial Offer to Qualifying RSI Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom or who are
subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by Thalassa or required by the Code,
and permitted by applicable law and regulation, the Partial Offer
will not be made, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and the Partial Offer will not be capable of
acceptance from or within a Restricted Jurisdiction. Accordingly,
copies of this announcement and all documents relating to the
Partial Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Partial Offer
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions as doing so may invalidate any purported acceptance
of the Partial Offer.
The Partial Offer will be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange and the Financial
Services Authority.
United States Shareholders
The Partial Offer will be made to Qualifying RSI Shareholders
and will be made pursuant to English law and in compliance with the
applicable provisions of Section 14(e) of the US Securities
Exchange Act of 1934 (the "Exchange Act") and Regulation 14E
thereunder. The Partial Offer will not be made or intended to be
made pursuant to the provisions of any other law. Accordingly,
Thalassa will not procure any further registrations, authorisations
or approvals of the Offer Document or the Partial Offer by any
security supervisory authority or similar institutions. The Partial
Offer will be made in the United States by Thalassa and no one
else. The Partial Offer will be subject to disclosure and procedure
requirements of English law which are different from those of the
United States.
Forward looking statements
This announcement contains statements about Thalassa and RSI
that are or may be forward looking statements. All statements other
than statements of historical facts included in this announcement
may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Thalassa's or RSI's operations and
potential synergies resulting from the Partial Offer; and (iii) the
effects of government regulation on Thalassa's or RSI's
business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. Thalassa
disclaims any obligation to update any forward looking or other
statements contained herein, except as required by applicable
law.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company must make an Opening Position Disclosure following the
commencement of the offer period. An Opening Position Disclosure
must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of the
offeree company. An Opening Position Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than 3.30 pm (London
time) on the 10(th) business day following the commencement of the
offer period. Relevant persons who deal in the relevant securities
of the offeree company prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of the offeree company, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company, they will be
deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This summary should be read in conjunction with the full text of
this announcement. The Partial Offer will be subject to the
Conditions and further terms set out in Appendix I to this
announcement and to the full terms and conditions to be set out in
the Offer Document. Appendix II to this announcement contains
further details of the sources of information and bases of
calculations set out in this announcement, and Appendix III
contains definitions of certain expressions used in this summary
and in this announcement.
Please be aware that addresses, electronic addresses and certain
information provided by RSI Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from RSI may be provided to Thalassa during the offer period as
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.6(c).
Publication on Website
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on www.thalassaholdingsltd.com by no later than 12
noon (London time) on 4 April 2012.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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