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Thirdforce PLC (THF)

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Thursday 12 November, 2009

Thirdforce PLC

Offer Document Posted

RNS Number : 4177C
Thirdforce PLC
12 November 2009


12 November 2009



LearnVantage Plc


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 In the United Kingdom, the Offer Document and the Prospectus are also available at the offices of Maples and Calder, 5th Floor, 7 Princes StreetLondonEC2R 8AQEngland. The Offer Document and the Prospectus will remain available until the Final Closing Date.


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

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

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