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Thirdforce PLC (THF)

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Tuesday 18 August, 2009

Thirdforce PLC

Statement re Possible Offer

RNS Number : 6303X
Thirdforce PLC
18 August 2009

18 August 2009

Possible offer for ThirdForce PLC (the 'Company' or 'ThirdForce')

On 30 March 2009, the Company announced that it had received an approach from LearnVantage Limited ('LearnVantage'), which may or may not lead to an offer being made for the Company. The approach incorporated a proposed share offer of 1 share in LearnVantage for every 1 share in ThirdForce or a cash offer at 8c per share. LearnVantage is a special purpose company formed by Brendan O'Sullivan (the Chief Executive Officer of the Company) and Pat McDonagh (the Chairman of the Company) for the purpose of making the approach. On 29 April 2009, following a period of negotiation, the Independent Directors, comprising Mike Newton, Carol Clark and Edwin Robinson, announced that an offer at 8c per share would not be recommended. 

Since then, discussions have been ongoing and the Independent Directors have received a revised proposal from LearnVantage which may or may not lead to an offer for the entire issued and to be issued share capital of the Company on the following basis:

(A) For each ThirdForce share

1 LearnVantage share 


(B) For every 4 ThirdForce shares

3 LearnVantage shares and €0.12 in cash  



(C) For each ThirdForce share

€0.105 in cash

The Independent Directors have indicated that they are in principle supportive of the revised possible cash offer in (C) above, which represents a premium of approx. 31% over the initial approach price of 8c. 


The revised possible offer is subject to a number of conditions, including the approval of a prospectus of LearnVantage by the Financial Regulator, and there can be no certainty as to whether an offer will ultimately be made on the terms described above or at all. 

This announcement has been made following consultation with LearnVantage. A further announcement in relation to the possible offer will be made if and when appropriate. 

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Takeover Rules. 


Goodbody Corporate Finance

Finbarr Griffin

Stephen Kane

Phone: +353 1 614 0600

The Independent Directors of the Company accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Independent Directors of the Company (who have taken all reasonable care to ensure such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Goodbody Corporate Finance, which is regulated in Ireland by the Financial Regulator, is acting for the Company and no-one else in relation to the approach and will not be responsible to anyone other than the Company for providing advice in relation to the approach.

Any person who is a holder of one per cent. or more of any class of shares in ThirdForce may be required to make disclosures pursuant to Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007(as amended).

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

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