Partial Cash and Shares Offer

RNS Number : 5413A

Thalassa Holdings Limited

02 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

2 April 2012

PARTIAL CASH AND SHARES OFFER

for

Rock Solid Images Plc ("RSI")

by

Thalassa Holdings Ltd ("Thalassa")

Summary

·      Thalassa is pleased to announce that it will be making a partial cash offer, with the Thalassa Shares Alternative, to RSI Shareholders pursuant to which Thalassa will offer to acquire up to 40,952,521 RSI Shares, representing approximately 25.89 per cent. of the entire issued ordinary share capital of RSI (the "Partial Offer").  Following the Partial Offer, if the Thalassa Shares Alternative is accepted in full, Thalassa, together with its existing shareholding of 6,342,322 RSI Shares, will hold 47,295,496 RSI Shares, representing approximately 29.90 per cent. of the entire issued ordinary share capital of RSI.

·      Under the terms of the Partial Offer, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, Qualifying RSI Shareholders will be entitled to receive:

for each RSI Share acquired in the Partial Offer 0.48 pence in cash (the "Cash Offer") or, at the election of RSI Shareholders, 1 New Thalassa Share for every 43 RSI Shares held (the "Thalassa Shares Alternative").

·      The value of the Thalassa Shares Alternative is a 50% premium to the value of the Cash Offer, based on the closing price of Thalassa Shares on 29 March 2012.

·      Thalassa and RSI both operate in the seismic industry; Thalassa is involved in obtaining seismic data and RSI in interpreting seismic data. The Thalassa board wish to explore opportunities for the two firms to collaborate in offering their combined services to the existing customer bases.

·      Thalassa considers the Partial Offer to be the best way available to it to provide strategic support to RSI through an increased shareholding which Thalassa hopes will strengthen RSI's competitive position and demonstrate Thalassa's long term commitment to RSI. 

·      With RSI Shareholders effectively being faced with no ability to realise their investment once RSI's AIM quotation is terminated, Thalassa believes that the Thalassa Shares Alternative delivers continued participation in an AIM quoted company operating in the same sector with a substantial minority stake in RSI.

·      In the event that RSI Shareholders elect to take the Thalassa Shares Alternative in full, they would in aggregate hold approximately 7.5% of the enlarged issued share capital of Thalassa.

·      The Cash Offer of 0.48 pence is based on the weighted average Closing Price of RSI Shares from the 12 March 2012 (being the date on which RSI announced its intention to terminate its AIM quotation) to 29 March 2012 (the last practicable day prior to the announcement of this Partial Offer) and values the RSI Shares subject to the Partial Offer at approximately £197,832. The Cash Offer represents:

●           a premium of 28.4 per cent. to 0.38pence, being the weighted average Closing Price for RSI Shares in the period between 12 March 2012 (being the day RSI indicated its intention to seek the cancellation of its AIM admission) and 26 March 2012, being the day before Thalassa declared its initial stake in RSI.

●           a discount of 51.7 per cent. to 1.0 pence, being the Closing Price on 29 March 2012 (being the last practicable Business Day prior to the commencement of the Offer Period);

●           a discount of 49.3 per cent. to 0.95 pence, being the weighted average Closing Price over the three months from 29 December 2011 to 29 March 2012 (being the last practicable Business Day prior to the commencement of the Offer Period); and

●           a discount of 91.9 per cent. to 6.0 pence, being the Closing Price on 4 April 2011 (being the highest Closing Price during the 52 weeks prior to the commencement of the Offer Period).

·      The Thalassa Shares Alternative is based on the closing price of Thalassa Shares on 29 March 2012 (the last practicable day prior to the announcement of this Partial Offer) and 0.72 pence for the RSI Shares, being a 50% premium to the Cash Offer, and values the RSI Shares subject to the Partial Offer at approximately £296,749. The Thalassa Shares Alternative represents:

●           a discount of 27.5 per cent. to 1.0 pence, being the Closing Price on 29 March 2012 (being the last practicable Business Day prior to the  commencement of the Offer Period);

●           a discount of 23.9 per cent. to 0.95 pence, being the weighted average Closing Price over the three months from  29 December 2011 to 29 March 2012 (being the last practicable Business Day prior to the commencement of the Offer Period); and

●           a discount of  87.9 per cent. to 6.0 pence, being the Closing Price on 4 April 2011 (being the highest Closing Price during the 52 weeks prior to the commencement of the Offer Period).

·      To the extent that Qualifying RSI Shareholders accept the Cash Offer and/or the Thalassa Shares Alternative in excess of 40,952,521 RSI Shares, being the total amount of RSI Shares that Thalassa can acquire under the Partial Offer, then all acceptances of the Partial Offer shall be scaled back pro-rata. 

·      Thalassa is a holding company, quoted on AIM, which through its subsidiaries  focuses on marine seismic operations; assisting in the discovery of new oil reserves and maximising oil recovery through reservoir management practices. Long term growth prospects for the enlarged Thalassa Group remain encouraging with record inquiries and a number of potential long term contracts.

·      RSI is an independent industry leader in the quantitative interpretation and integration of seismic data with well-log, CSEM and MT data. RSI uses advanced rock physics methods combined with sophisticated geologic models, microseismic and production data to deliver robust and reliable predictions of reservoir geometries and properties to RSI's clients. RSI is currently quoted on AIM. 

·      Thalassa is making the Partial Offer without it being recommended by the RSI Directors as RSI is due to seek Cancellation from AIM on 13 April 2012, with the last day of trading on the RSI Shares being 12 April 2012. Accordingly, Thalassa believes that announcing the Partial Offer before 12 April 2012 will give RSI Shareholders an alternative exit strategy and an ability to retain AIM listed shares whilst continuing to have some exposure to the underlying RSI business.

·      The Partial Offer is conditional upon, inter alia, valid acceptances being received (and not, where permitted, withdrawn) in respect of not less than 18,966,304 RSI Shares (equivalent to 16% of the entire issued share capital of RSI including the existing holding of Thalassa).

·      The Partial Offer is subject to further conditions set out in Appendix I.  Appendix I also sets out certain further terms of the Partial Offer, with the full terms to be set out in the Offer Document.

·      Once the Offer Document has been published, RSI Shareholders shall have a minimum period of 28 days to accept the Partial Offer.

Enquiries:
Thalassa Holdings Ltd
Duncan Soukup	[phone]
Daniel Stewart & Company plc (Financial Adviser, Nominated Adviser and Broker to Thalassa)
Antony Legge/James Felix	[phone]

Daniel Stewart, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to TH 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^thbusiness 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 [phone].

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 2 April 2012.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the Code, RSI's public announcements indicate that as at the date of this announcement, it has in issue 158,178,915 ordinary shares of 1p each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the RSI Shares is G0034272194.

Thalassa confirms that as at the date of this announcement, it has in issue 9,726,707 ordinary shares of US$0.01 (excluding shares held in treasury). The International Securities Identification Number (ISIN) of the Thalassa Shares is VGG878801031.

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

2 April 2012

PARTIAL CASH AND SHARES OFFER

for

Rock Solid Images Plc ("RSI")

by

Thalassa Holdings Ltd ("Thalassa")

1.       Introduction

Thalassa is pleased to announce that it will be making a partial cash offer, with the Thalassa Shares Alternative, to RSI Shareholders pursuant to which Thalassa will offer to acquire up to 40,952,521 RSI Shares, representing approximately 25.89 per cent. of the entire issued ordinary share capital of RSI (the "Partial Offer"). Following the Partial Offer, if the Thalassa Shares Alternative is accepted in full, Thalassa together with its existing shareholding of 6,342,322 RSI Shares, will hold 47,295,496 RSI Shares, representing approximately 29.90 per cent. of the entire issued ordinary share capital of RSI.

2.      The Partial Offer

Under the terms of the Partial Offer, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, Qualifying RSI Shareholders will be entitled to receive:

for each RSI Share acquired in the Partial Offer 0.48 pence in cash (the "Cash Offer") or, at the election of RSI Shareholders,  1 New Thalassa Share for every 43 RSI Shares held (the "Thalassa Shares Alternative").

·              the Cash Offer of 0.48 pence is based on the weighted average mid-market Closing Price of RSI Shares from the 12 March 2012 (being the date on which RSI announced its intention to terminate its AIM quotation) to 29 March 2012 (the practicable day prior to the announcement of this Partial Offer) and values the RSI Shares subject to the Partial Offer at approximately £197,832. The Cash Offer represents:

·             a premium of 28.4 per cent. to 0.38pence, being the weighted average Closing Price in the period between 12 March 2012 (being the day RSI indicated its intention to seek the cancellation of its AIM Admission) and 26 March 2012, being the day before Thalassa declared its initial stake in RSI.

●           a discount of 51.7 per cent. to 1.0 pence, being the Closing Price on 26 March 2012 (being the last practicable Business Day prior to the commencement of the Offer Period);

●           a discount of 49.3 per cent. to 0.95 pence, being the weighted average Closing Price over the three months from 29 December 2011 to 29 March 2012 (being the last practicable Business Day prior to the commencement of the Offer Period); and

●           a discount of 91.9 per cent. to 6.0 pence, being the Closing Price on 4 April 2011 (being the highest Closing Price during the 52 weeks prior to the commencement of the Offer Period).

·              The Thalassa Shares Alternative is based on the weighted average closing price of Thalassa Shares on 29 March 2012 (the day prior to the announcement of this Partial Offer) and values the RSI Shares subject to the Partial Offer at approximately £296,749. The Thalassa Shares Alternative represents:

●           a discount of 27.5 per cent. to 1.0 pence, being the Closing Price on 29 March 2012 (being the last practicable Business Day prior to the  commencement of the Offer Period);

●           a discount of 23.9 per cent. to 0.95 pence, being the weighted average Closing Price over the three months from  29 December 2011 to 29 March 2012 (being the last  practicable Business Day prior to the commencement of the Offer Period); and

●           a discount of  87.9 per cent. to 6.0 pence, being the Closing Price on 4 April 2011 (being the highest Closing Price during the 52 weeks prior to the commencement of the Offer Period)..

The value of the Thalassa Shares Alternative is a 50% premium to the value of the Cash Offer, based on the closing price of Thalassa Shares on 29 March 2012, the last practicable day prior to the announcement of this Partial Offer.  

To the extent that Qualifying RSI Shareholders accept the Cash Offer and/or the Thalassa Shares Alternative in excess of 40,952,521 RSI Shares, being the total amount of RSI Shares that Thalassa can acquire under the Partial Offer, then all acceptances of the Partial Offer shall be scaled back pro-rata.

The Partial Offer is subject to satisfaction of certain conditions, including, inter alia valid acceptances being received (and not, where permitted, withdrawn) in respect of not less than 18,966,304 RSI Shares representing 11.99 per cent. of RSI's issued share capital.

If the acceptance of the Partial Offer referred to above is not obtained, the Partial Offer will lapse. 

Instructions for RSI Shareholders as to how to approve the Partial Offer (whether or not they wish to accept the Partial Offer) will be set out in the Offer Document.

All RSI Shareholders holding RSI Shares in certificated form who wish to accept the Partial Offer should complete, sign and return the Form of Acceptance (which will be sent to them together with the Offer Document) as soon as possible and in accordance with the procedures set out in the Offer Document.

All RSI Shareholders holding RSI Shares in uncertificated form who wish to accept the Partial Offer should make their acceptances electronically through CREST.  RSI Shareholders who are not CREST members should notify their CREST member brokerage firms of which they are clients of their decision to accept the Partial Offer.

Important note to option holders

Holders of options over RSI Shares that are exercisable (or will become exercisable during the period in which the Partial Offer is open for acceptance) are informed that they may exercise their options and participate in the Partial Offer on the same terms as RSI Shareholders provided that the RSI Shares that result from option exercise are registered on the register of members by the Record Date.

3.      Background to and reasons for the Partial Offer

Thalassa has considered the business of RSI and believes that there is potential for interesting synergies and opportunities in the event that the two businesses were to be operated under a collaborative methodology for marketing and development purposes.

In addition, RSI Shareholders are effectively faced with no ability to realise their investment once RSI's AIM quotation is terminated. Matched bargain facilities of the nature proposed by RSI rarely deliver any fair value for minority shareholders.

Thalassa believes that the Partial Offer delivers a real liquidity prospect for RSI Shareholders, giving them the alternative of a cash exit or continued participation in a growing AIM quoted company operating in the same sector, with a substantial minority stake in RSI. The Thalassa Share Alternative has the ability to deliver RSI Shareholders liquidity and continued participation in the RSI business.

The Thalassa Directors felt that an offer to acquire more than 50% of the voting rights in RSI was unlikely to be successful as Thalassa would need to have acquired or agreed to acquire RSI Shares carrying at least 50% of the voting rights of RSI. Similarly, any partial offer for shares in RSI carrying between 30% and 50% of the voting rights in RSI also requires a 50% acceptance condition. Given the annual shareholder base of RSI, Thalassa believes that such approval is unlikely to be forthcoming, which is why Thalassa considers the Partial Offer to be the best offer route available to it. 

4.       Information on Thalassa

Thalassa was incorporated and registered in the British Virgin Islands ("BVI") on 26 September 2007. Thalassa currently has two subsidiaries, WGP Exploration Ltd ("WGP") and WGP Energy Services Ltd ("WESL").

WESL (formerly called Thalassa Energy Services) was established to acquire marine seismic equipment, specifically a 'Portable Modular Source System' ("PMSS"). The equipment can be installed on a vessel in order to provide the seismic (sound) source to allow exploration and production companies to perform reservoir monitoring. WGP was acquired by the Thalassa Group on 16 November 2011.

WGP delivers a wide range of technologies and services throughout the global upstream oil and gas industry, including a range of unique seismic acquisition services with over 20 years of operational and management experience

WESL's PMSS units and WGP's operational experience assists oil companies in maximising oil recovery through reservoir management practices as well as assisting in the discovery of new reserves.

Current Trading and Prospects

Thalassa Group's results for the year to 31 December 2011 show revenue of US$2,427,985, an increase of 501% compared to 2010 (2010: US$404,086). Operating profit (EBIT) was US$344,712, an increase of US$ 535,463 from a loss in 2010 of US$ (190,751). Profit for the financial period was US$355,675, a decrease of 34.9% over the prior period (2010: US$ 546,259) which included investment income of US$ 646,441. All financial investing activity ceased at the end of 2010. On a comparable basis, excluding the income from financial investments, 2011 saw an increase in net profit of US$455,857 from an adjusted loss in the prior period of US$(100,182).

The Directors believe that increasing global demand for oil will drive exploration in increasingly remote locations and challenging environments. At the same time, there will be greater pressure to maximize extraction from existing fields. The corporate strategy for the enlarged Group is "Exploration and Beyond". "Exploration" is focused on activity in frontier and challenging locations (e.g. Artic, Central African Lake Systems), whilst "Beyond" focuses on production activity by looking to aggressively secure opportunities in the PRM market. Thus activity and focus will be dominated by projects in remote and challenging frontier locations, coupled with lower risk projects in mature producing regions.

Long term growth prospects for the enlarged Thalassa Group remain encouraging with record inquiries and a number of potential long term contracts.

The nature of Thalassa Group's business is based on a small number of large contracts, each of which has the potential to significantly affect the Thalassa Group's results for the year. At the current time the Thalassa Group has around US$2.6m of contracted revenue for 2012 and is in discussions on several significant opportunities for the year.

The full announcement may also be found on Thalassa's website at: http://www.thalassaholdingsltd.com/documents/20120312.LSE.THAL.FinalResults-yearto31Dec2011.pdf

5.       Information on RSI

RSI is an independent industry leader in the quantitative interpretation and integration of seismic data with well-log, CSEM and MT data. RSI uses advanced rock physics methods combined with sophisticated geologic models, microseismic and production data to deliver robust and reliable predictions of reservoir geometries and properties to RSI's clients.

The cost of sales in the year to 31 August 2011 was £2.4 million which was very similar to 2010 (£2.4 million). The resulting gross profit from operations in 2011 was £1.6 million (41% of revenues) compared to a gross profit of £1.2 million (34% of revenues) in 2010. The year to 31 August 2011 saw a reduced loss of £2.4 million from that reported in the previous year (2010: £17.1 million loss). At the period end the RSI Group had cash on hand of £1.7 million and no third party borrowings. This compares with a bank balance of £3.4 million at the end of August 2010 (also no third party borrowings).

Current Trading and Prospects

Since 18 January 2012, when RSI reported its results for the 12 months ending 31 August 2011, sales and revenues in January and February were less than anticipated due to operational delays in processing client data. Revenues in the second half of 2012 are anticipated to be significantly above those of the first half of 2012. Total revenues for the full year to 31 August 2012 are expected to be in the £5.5 to £7 million range, which compares with revenues of £4 million for the year ended 31 August 2011.

On 4 April 2012, RSI announced its intention to submit for its cancellation from AIM (the "RSI Cancellation"). The RSI Directors expect that the low valuation of the RSI Shares on AIM and liquidity will continue to impact directly and negatively on the Company's ability to raise adequate equity and debt financing based on appropriate valuations, and this could potentially damage the medium and long term interests and objectives of RSI. The RSI general meeting to approve the RSI Cancellation is due to take place on 4 April 2012, with the cancellation of the RSI Shares to trading on AIM effective on 13 April 2012.

The full details may also be found on the RSI's website at: (http://www.rocksolidimages.com/pdf/constitutionaldocs/2012_04_04_GM_Notice.pdf) and (http://www.rocksolidimages.com/pdf/2012_03_12_De-listing.pdf)

6.       Directors, management, employees and locations

Thalassa confirms, in accordance with the provisions of the Code, that following the Partial Offer becoming or being declared unconditional in all respects, Thalassa has no intention of proposing any changes to the board of RSI or the existing employment rights of management and employees of RSI. These matters shall continue to be managed by the board of RSI.

7.       Financing

Thalassa is providing the cash consideration payable under the Partial Offer from its own resources.

Daniel Stewart, financial adviser to Thalassa, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Qualifying RSI Shareholders under the terms of the Partial Offer.

8.       Terms of Thalassa Share Alternative

RSI Shareholders (other than certain Overseas Shareholders) will be entitled to elect to receive New Thalassa Shares in respect of part or all their holdings of RSI Shares at an exchange ratio 1 New Thalassa Share for every 43 RSI Shares held. No fractions of Thalassa Shares will be issued. Accordingly an RSI Shareholder holding less than 43 RSI Shares will not be capable of electing to take the Thalassa Share Alternative.

         The Thalassa Shares Alternative is based on the closing price of Thalassa Shares on 29 March 2012 (the last practicable day prior to the announcement of this Partial Offer) and 0.72 pence for the RSI Shares, being a 50% premium to the Cash Offer, and values the RSI Shares subject to the Partial Offer at approximately £296,749.

9.       Opening Position Disclosures and Interests

Thalassa confirms that it will make an Opening Position Disclosure shortly following the date of this announcement, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.  

10.     Offer Document

It is expected that the Offer Document and the Form of Acceptance accompanying the Offer Document will be published as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of this announcement. The Offer Document and Form of Acceptance will be made available to all RSI Shareholders at no charge to them.

Once the Offer Document has been published, RSI Shareholders shall have a minimum period of 28 days to accept the Partial Offer.

RSI Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they will contain important information.

11.     Conditions and further terms

The Partial Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement, with the full terms to be set out in the Offer Document.

12.     General

The Partial Offer will be made subject to the Conditions and certain further terms set out in Appendix I to this announcement and full terms to be set out in the Offer Document and the Form of Acceptance. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. Certain terms used in this announcement are defined in Appendix III to this announcement.

Enquiries:
Thalassa Holdings Ltd
Duncan Soukup	[phone]
Daniel Stewart & Company plc (Financial Adviser, Nominated Adviser and Broker to Thalassa)
Antony Legge/James Felix	[phone]

APPENDIX I

CONDITIONS AND CERTAIN TERMS OF THE OFFER

1        Conditions of the Partial Offer

The Partial Offer will be subject to the following Conditions:

Acceptance Condition

(a)      valid acceptances of the Partial Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as Thalassa may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 18,966,304 RSI Shares;

Notifications, waiting periods and Authorisations

(b)      (i) all material notifications, filings or applications which are necessary or considered appropriate or desirable by Thalassa having been made in connection with the Partial Offer, (ii) all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate), (iii) all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Partial Offer, (iv) all Authorisations necessary or appropriate in any jurisdiction for or in respect of the Partial Offer having been obtained on terms and in a form reasonably satisfactory to Thalassa from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider RSI Group or the Thalassa Group has entered into contractual arrangements, and (v) all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider RSI Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Partial Offer becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

(c)      no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i)       require, prevent or delay the divestiture or alter the terms envisaged for any divestiture by any member of the Thalassa Group or by any member of the Wider RSI Group of all or any part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii)      require any member of the Thalassa Group or the Wider RSI Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider RSI Group or any asset owned by any third party (other than in the implementation of the Partial Offer);

(iii)     impose any limitation on, or result in a delay in, the ability of Thalassa or Thalassa, directly or indirectly, to hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in RSI held directly or indirectly by Thalassa or Thalassa, or on the ability of any member of the Wider RSI Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider RSI Group;

(iv)      otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Wider RSI Group or any member of the Thalassa Group;

(v)      result in any member of the Wider RSI Group or any member of the Thalassa Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi)      make the Partial Offer or its implementation void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain, or delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Partial Offer; or

(vii)     require a divestiture by any member of the Thalassa Group of any shares or other securities (or the equivalent) in any member of the Thalassa Group or in RSI, or require a divesture by any member of the Wider RSI Group of any shares or other securities (or the equivalent) in any member of the Wider RSI Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Partial Offer or the acquisition or proposed acquisition of any RSI Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(d)     there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider RSI Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Partial Offer, could or might reasonably be expect to result in:

(i)       any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider RSI Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)      the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider RSI Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii)     any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider RSI Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv)      any liability of any member of the Wider RSI Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v)      the rights, liabilities, obligations, interests or business of any member of the Wider RSI Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider RSI Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi)      any member of the Wider RSI Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii)     the value of, or the financial or trading position or prospects of, any member of the Wider RSI Group being prejudiced or adversely affected; or

(viii)    the creation or acceleration of any liability (actual or contingent) by any member of the Wider RSI Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider RSI Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Condition (d)(i) to (viii);

Certain events occurring since 31 August 2011

(e)     except as Disclosed, no member of the Wider RSI Group having since 31 August 2011 (being the date of RSI's last audited consolidated financial statements):

(i)       issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of RSI Shares out of treasury;

(ii)      other than pursuant to the Partial Offer (and except for transactions between RSI and its wholly owned subsidiaries or between the wholly owned subsidiaries of RSI and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider RSI Group taken as a whole;

(iii)     (except for transactions between RSI and its wholly owned subsidiaries or between the wholly owned subsidiaries of RSI) and except for transactions in the ordinary course of business disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(iv)      (except for transactions between RSI and its wholly owned subsidiaries or between the wholly owned subsidiaries of RSII) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which is material in the context of the Wider RSI Group as a whole;

(v)      entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider RSI Group;

(vi)      entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or, except for salary increases, bonuses or variations of terms in the ordinary course, senior executive of any member of the Wider RSI Group;

(vii)     proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider RSI Group which are material in the context of the Wider RSI Group taken as a whole;

(viii)    purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(ix)     except in the ordinary course of business, waived, compromised or settled any claim which is material in the context of the Wider RSI Group as a whole;

(x)      terminated or varied the terms of any agreement or arrangement between any member of the Wider RSI Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider RSI Group taken as a whole;

(xi)     made any alteration to its memorandum or articles of association or other incorporation documents;

(xii)    except as in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any material change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to;

(xiii)    been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiv)    taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xv)     (except for transactions between RSI and its wholly owned subsidiaries or between the wholly owned subsidiaries), made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvi)    entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities; or

(xvii)   entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (e);

No adverse change, litigation, regulatory enquiry or similar

(f)       except as Disclosed, since 31 August 2011 there having been:

(i)       no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider RSI Group which is material in the context of the Wider RSI Group;

(ii)      no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider RSI Group or to which any member of the Wider RSI Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider RSI Group, in each case which might reasonably be expected to have a material adverse effect on the Wider RSI Group taken as a whole;

(iii)     no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider RSI Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider RSI Group, in each case which might reasonably be expected to have a material adverse effect on the Wider RSI Group taken as a whole;

(iv)      no contingent or other liability having arisen or become apparent to Thalassa or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider RSI Group to an extent which is material in the context of the Wider RSI Group taken as a whole; and

(v)      no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider RSI Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider RSI Group taken as a whole;

No discovery of certain matters regarding information and liabilities

(g)      except as Disclosed, Thalassa not having discovered:

(i)       that any financial, business or other information concerning the Wider RSI Group publicly announced prior to the date of this announcement or disclosed at any time to any member of the Thalassa Group by or on behalf of any member of the Wider RSI Group prior to the date of this announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading; or

(ii)      that any member of the Wider RSI Group or any partnership, company or other entity in which any member of the Wider RSI Group has a significant economic interest and which is not a subsidiary undertaking of RSI is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider RSI Group taken as a whole.

2.       Certain further terms of the Partial Offer

2.1      Thalassa reserves the right to waive, in whole or in part, all or any of the above Conditions 1(b) to 1(g) (inclusive).

2.2      If Thalassa is required by the Panel to make an offer for RSI Shares under the provisions of Rule 9 of the Code, Thalassa may make such alterations to any of the above Conditions, including the Acceptance Condition and terms of the Partial Offer as are necessary to comply with the provisions of that Rule.

2.3      The Partial Offer will lapse unless all the above Conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by Thalassa to be or remain satisfied, by midnight (London time) on the twenty-first day after the First Closing Date of the Partial Offer (or such later date as Thalassa may determine, in accordance with the Code).

2.4      Thalassashall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 1(b) to 1(g) (inclusive) by a date earlier than the latest date for the fulfilment of that condition notwithstanding that the other Conditions of the Partial Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

2.5      The Partial Offer will lapse (unless otherwise agreed with the Panel) if it is referred to the UK Competition Commission or European Commission before the later of 1.00pm (London time) on the First Closing Date of the Partial Offer and the date when the Partial Offer becomes or is declared unconditional as to acceptances.

2.6      If the Partial Offer lapses, the Partial Offer will cease to be capable of further acceptance and accepting Qualifying RSI Shareholders and Thalassa shall cease to be bound by Forms of Acceptance submitted at or before the time when the Partial Offer so lapses.

2.7      The availability of the Partial Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

2.8      The Partial Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction (unless otherwise determined by Thalassa) and the Partial Offer cannot be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction.

3.      Responsibility for information

The Thalassa Directors accept responsibility for the information contained in this announcement (other than information relating to RSI, the Wider RSI Group and the RSI Directors and persons connected with them, which have been compiled from previously published sources and in respect of which the Thalassa Directors only take responsibility for the correctness and fairness of its reproduction and publication).  To the best of the knowledge and belief of the Thalassa Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

(i)       The value placed by the Partial Offer on the existing issued ordinary share capital of RSI is based on 158,178,915 RSI Shares in issue on 29 March 2012, being the last dealing day prior to the date of this announcement.

(ii)      The Closing Prices from 29 March 2011 to and including 29 March 2012 are taken from the London Stock Exchange Daily Official List.

(iii)     Unless otherwise stated, the financial information relating to RSI is extracted from the audited consolidated financial statements of RSI for the financial year to 31 August 2011, prepared in accordance with IFRS.

(iv)      The financial information relating to Thalassa is extracted from the audited consolidated financial statements of Thalassa for the financial year ended 31 December 2011, prepared in accordance with IFRS.

(v)      The percentage of RSI's issued ordinary share capital that is the subject of the Partial Offer is based on the existing issued ordinary share capital of RSI on the date of this announcement.

(vi)      The value placed on the Thalassa Shares as calculated by reference of the price of 31p per Thalassa Share, being the closing price on 29 March 2012, the last business day prior to this announcement.

(vii)     The maximum percentage of the enlarged share capital of Thalassa which would be held by RSI Shareholders in the event that all RSI Shareholders elected to take the Thalassa Share Alternative is based upon Thalassa's existing issued ordinary share capital on the date of this announcement. 

APPENDIX III

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

"Acceptance Condition"	the condition as set out in paragraph 1(a) of Appendix I to this announcement
"Authorisations"	regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals
"Business Day" "Cash Offer"	a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in the City of London has the meaning given to it in the summary to this announcement
"Code"	the City Code on Takeovers and Mergers
"Closing Price"	the closing middle market price of a RSI Share on a particular trading day as derived from the Daily Official List
"Companies Act"	the Companies Act 2006, as amended
"Conditions"	the conditions of the Partial Offer, set out in Appendix I to this announcement and to be set out in the Offer Document, and "Condition" means any one of them
"CREST"	the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations)
"Daily Official List"	the Daily Official List published by the London Stock Exchange
"Daniel Stewart"	Daniel Stewart & Company plc
"Disclosed"	the information disclosed by, or on behalf of RSI, (i) in the annual report and accounts of the RSI Group for the financial year ended 31 August 2011; (ii) the interim results of the RSI Group for the six month period ending on 28  February 2011; (iii) in this announcement; (iv) in any other announcement to a Regulatory Information Service by, or on behalf of RSI prior to the publication of this announcement
"Exchange Act"	the US Securities Exchange Act of 1934
"Euroclear"	Euroclear UK & Ireland Limited
"First Closing Date"	the date falling 28 days after the date of publication of the Offer Document
"Form of Acceptance"	the form of acceptance and authority relating to the Partial Offer which will accompany the Offer Document for use by Qualifying RSI Shareholders with RSI Shares in certificated form in connection with the Partial Offer
"FSA" or "Financial Services Authority"	the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000
"IFRS"	International Financial Reporting Standards
"Listing Rules"	the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UKLA's publication of the same name
"London Stock Exchange"	London Stock Exchange plc
"New Thalassa Shares"	the new ordinary shares of US$0.01 each in the capital of Thalassa to be issued credited as fully paid up to qualifying RSI Shareholders (other than certain overseas Shareholders) pursuant to the partial offer.
"Offer Document"	the document to be despatched to RSI Shareholders containing the full terms and conditions of the Partial Offer
"Offer Period"	the offer period (as defined by the Code) relating to RSI, which commenced on the date of this announcement
"Official List"	the Official List maintained by the UKLA
"Opening Position Disclosure"	has the same meaning as in Rule 8 of the Code
"Overseas Shareholders"	RSI Shareholders (or nominees of, or custodians or trustees for RSI Shareholders) not resident in, or nationals or citizens of the United Kingdom
"Panel"	the Panel on Takeovers and Mergers
"Partial Offer"	the partial cash offer with a share alternative,  to be made by Thalassa, to acquire up to 40,952,521 RSI Shares on the terms and subject to the Conditions to be set out in the Offer Document and (in respect of RSI Shares in certificated form) the Form of Acceptance and including, where the context permits, any subsequent revision, variation, extension or renewal of such offer
"Qualifying RSI Shareholders"	holders of RSI Shares who are entered on the register of members of RSI at or before the Record Date and remain on the register of members of RSI at the Record Date
"Record Date"	the close of business on the Business Day immediately preceding the date on which the Partial Offer becomes wholly unconditional (or such earlier date as Thalassa may, with the consent of the Panel, decide)
"Regulations"	the Uncertificated Securities Regulation 2001 (SI 2001 No. 3755)
"Regulatory Information Service"	any of the services set out in Appendix 3 to the Listing Rules
"Restricted Jurisdiction"	any jurisdiction where extension or acceptance of the Partial Offer would violate the law of that jurisdiction
"RSI" or the "Company"	Rock Solid Images plc
"RSI Directors"	the board of directors of RSI
"RSI Group"	RSI and its subsidiary undertakings and, where the context permits, each of them
"RSI Shareholders" or "Shareholders"	the holders of RSI Shares
"RSI Shares"	the existing unconditionally allotted or issued and fully paid ordinary shares of 1 pence each in the capital of RSI and any further such ordinary shares which are unconditionally allotted or issued prior to the Record Date
"Significant Interest"	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking
"Thalassa Directors"	the directors of Thalassa
"Thalassa Group" "Thalassa Shares Alternative"	Thalassa and associated undertakings and any other body corporate, partnership, joint venture or person in which Thalassa and all such undertakings (aggregating their interests) have a Significant Interest has the meaning given to it in the summary of this announcement
"Third Party"	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction
"UKLA"	the UK Listing Authority, being the Financial Services Authority Limited acting in its capacity as the competent authority for the purposes of Part IV of the Financial Services and Markets Act 2000
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof
"Wider RSI Group"	RSI and associated undertakings and any other body corporate, partnership or person in which RSI and such undertakings (aggregating their interests) have a Significant Interest

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to the "issued ordinary share capital" or "existing ordinary share capital" of RSI or Thalassa shall, for the avoidance of doubt, exclude any ordinary shares held in treasury.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

 

END

 

 

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