LTR Latitude

    RNS Number : 8858I
  Latitude Resources plc
  25 November 2008
   

    Latitude Resources plc ("the Company") 
    AGM Notice and cancellation of trading on AIM

    The Company has today posted an AGM notice and circular, dated 25 November 2008, to its Shareholders (the "AGM Notice"). The AGM will be
held on 18 December 2008 at the offices of Fasken Martineau LLP, Fourth Floor, 17 Hanover Square, London W1S 1HU at 10.00 a.m. 
    At the AGM the following resolutions will be put to the meeting:
    *     Resolution 1, an ordinary resolution to approve the audited financial statements of the Company for the year ended 30 June 2008
(which have previously been sent to you);
    *     Resolution 2, an ordinary resolution to re-elect Jonathan Rowland as a director;
    *     Resolution 3, an ordinary resolution to reappoint PricewaterhouseCoopers LLP as the auditors of the Company; 
    *     Resolution 4, a special resolution to disapply the statutory pre-emption rights in relation to the Company; and
    *     Resolution 5, a special resolution to approve the cancellation of the admission to trading on AIM of the ordinary shares in the
Company with effect from 7:00 a.m. on 30 December 2008.

    A copy of the AGM Notice will be available on the Company's website, www.latituderesources.com.

    Cancellation of AIM listing 

    In the event that Resolution 5 is passed at the AGM, trading in Latitude Shares on AIM will be cancelled with effect from 7.00 a.m. on
30 December 2008. As shareholders are aware, the Company's shares are currently suspended from trading on AIM.

    All capitalised terms used in this announcement have the same meaning as the definitions set out in the response document published on
13 November 2008.

    Changes to the Board

    The Company's Articles of Association would require that Andrew Myers together with one of Martyn Konig or Jonathan Rowland offer
themselves for re-election at the AGM as Directors. Jonathan Rowland will be standing for re-election as a Director, but in the
circumstances Andrew Myers is not standing for re-election.

    Immediately following the AGM Graham Robeson, as a representative of Clos du Mesnil Limited, will be appointed as an additional director
of the Company and David Whitehead and Martyn Konig will resign as Directors. Following the AGM, the board of directors of the Company will
therefore be Graham Robeson and Jonathan Rowland.

    Graham Robeson, aged 62, has wide business, commercial and negotiating experience. He has been connected with the Rowland Family Trusts
since 1968. He has been a director of Blackfish Services, formerly Rowland Capital Limited, their UK provider of management services, since
1977. He became chairman of JellyWorks plc in 2000, where he oversaw the successful disposal of the company. From 1987 to 1997 he was
director and chief executive of Inoco plc, a quoted investment vehicle, where he was particularly active in the commercial property field,
identifying buying opportunities and assembling portfolios for resale.

    Save for the declarations below there are no disclosures to be made in respect of the appointment of Mr Robeson under rule 17 and under
Schedule 2 paragraph (g) of the AIM rules.

 Current Directorships                           Past Directorships 

 Abergrave Limited                               Elm Hill Antiques Limited
 Adeste Management Services Plc                  Archfield Limited
 Beenleigh Limited                               Bowden Limited
 Blackfish Services Limited                      Crossvale Limited
 Brooke Investments Limited                      Dreamtown Limited
 C Realisations Limited                          Fordham Trust Company Limited
 Carbrooke Limited                               Manx Properties Plc
 Cerberex Limited                                Wayfall Limited
 Chesterton International Limited
 Civildaily Limited
 Colegate Management Limited
 Cotmanfields Limited
 Dunstan Investments Limited
 East Ruston Nurseries Limited
 European Union Properties Limited
 FDR Capital Limited
 H & W Management Limited
 HC1 Limited
 Ingham Limited
 Inoco Limited
 Lawgra (No.365) Limited
 Linley Limited
 London and Suburban Land Limited
 Neldran Limited
 Phoenix Acquisitions Limited
 Postwick Limited
 Rowcap Nominees Limited
 Scoulton Limited
 Suffield Limited
 The London and Suburban Land and Building
 Company Limited
 Tunstead Limited
 Zeta Zenith Limited

    Chesterton International Limited ("Chesterton") and CRealisations Limted, a subsidiary of Chesterton, were placed into administrative
receivership at the request of the directors on 7 March 2005. The liquidation is still ongoing. Phoenix Acquisitions Limited was the parent
company of Chesterton and was also placed into administration on 30 March 2005 and owed approximately �10 million under a loan agreement
with the financiers of the takeover of Chesterton.

    Cerberex Limited ("Cerberex") was placed into voluntary liquidation on 23 February 2004. Cerberex was effectively a cash shell and all
funds were returned to shareholders with creditors paid in full. 


    For further information please contact:

  Latitude Resources plc
  Martyn Konig (Chief Executive Officer)    Phone: +44 (0) 20 7087 7971
  Andrew Myers (Non-Executive Director)     Fax: +44 (0) 20 7734 3870
                                            Email: info@latituderesources.com

     Evolution Securities Limited
  Robert Collins/Neil Elliot    Phone: +44 (0) 20 7071 4300


    Dealing Disclosure Requirements

    Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly)
in 1% or more of any class of 'relevant securities' of Latitude, all 'dealings' in any 'relevant securities' of that company (including by
means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than
3:30 pm (London time) on the London 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 Latitude, they will be deemed to be a single person for the purpose of Rule 8.3.

    Under provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Latitude by the offeror, Latitude or by any of
their respective 'associates', must be disclosed by no later than 12:00 noon (London time) on the London 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 Takeover Panel's website at www.thetakeoverpanel.org.uk.

    'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the prices of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of
securities, or by virtue or any option in respect of, or derivative referenced to, securities.

    Terms in quotation marks are defined in the Code, which can also be found on the Takeover 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 Takeover Panel.

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