LTR Latitude

    RNS Number : 0040K
  Clos Du Mesnil Ltd
  11 December 2008
   

    11 December 2008
    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY
OTHER RESTRICTED JURISDICTION WHERE IT IS UNLAWFUL TO DO SO

    CASH OFFER 
    BY 
    CLOS DU MESNIL
    FOR THE ENTIRE ISSUED SHARE CAPITAL OF
    LATITUDE RESOURCES PLC 
    Offer Closed
    Introduction
    On 20 October 2008, Clos du Mesnil Limited ("CdM") made a cash offer to acquire the entire issued and to be issued ordinary share
capital of Latitude Resources plc ("Latitude") (the "Offer"). Under the terms of the Offer, Latitude Shareholders will receive, for each
Latitude Share held, 4 pence in cash. The document setting out the full terms of the Offer (the "Offer Document") was posted to Latitude
Shareholders on 6 November 2008.  
    CdM announces that further to the announcement made on 17 November 2008, the Offer has now closed and is no longer capable of
acceptance.
    Levels of acceptances
    CdM announces that as at 1.00 pm (London time) on 11 December 2008, being the final closing date of the Offer as announced on 17
November 2008, valid acceptances of the Offer had been received in respect of a total of 117,482,876 Latitude Shares, representing
approximately 43.58 per cent. of the existing issued share capital of Latitude.
    As at 1.00pm (London time) on 17 November 2008, being the date that the Offer was declared unconditional in all respects, valid
acceptances of the Offer had been received in respect of a total of 42,272,572 Latitude, representing approximately 15.68 per cent. of the
existing issued share capital of Latitude.  
    This brings the total number of Latitude Shares in which CdM has acquired or agreed to acquire to 241,807,876 Latitude Shares or
approximately 89.71 per cent. of the issued share capital of Latitude.
    Interest in Latitude Shares 


 (a)            At the close of business on 10 December 2008 (being the latest
          practicable date prior to the publication of this Announcement), CdM
            held 124,325,000 Latitude Shares. CdM acquired 43,750,000 Latitude
        Shares from Resourceworks plc on 17 October 2008 at a price of 4 pence
          per Latitude Share and 80,575,000 Latitude Shares from Investec Bank
            (UK) Limited on 20 October 2008 at a price of 4 pence per Latitude
            Share, giving it a total aggregate of 124,325,000 Latitude Shares,
      representing approximately 46.1 per cent. of the issued share capital of
                                                                     Latitude.
 (b)            At the close of business on 10 December 2008 (being the latest
      practicable date prior to the publication of this Announcement) Jonathan
         Rowland is deemed to be acting in concert with CdM and held 3,500,000
      unexercised options in Latitude Shares under the Share Incentive Scheme.
           Jonathan Rowland is David John Rowland's son and is a discretionary
       beneficiary under a trust with an interest in the Rowland Family Trust.

    Settlement of consideration
    Settlement of the consideration due under the Offer in respect of acceptances, which have been received and are valid and complete in
all respects, will be despatched by first class post (in the case of certificated holders) or credited to the relevant CREST account (in the
case of uncertificated holders) as soon as practicable. Settlement of the consideration in respect of further acceptances, which are valid
and complete in all respects, will be despatched as soon as practicable and in any event within 14 days of receipt.

    Cancellation of AIM Listing
    An AGM of Latitude has been called to be held on 18 December 2008 where it is proposed that an application is made by Latitude for the
cancellation of admission to trading of Latitude Shares on AIM in accordance with the AIM Rules.
    CdM may exercise its votes in favour of that resolution.  If that resolution is passed, trading in Latitude Shares on AIM will be
cancelled with effect from 7.00 am on 30 December 2008.  Latitude Shares are currently suspended from trading on AIM.
    It is also intended that, following such cancellation, Latitude will be re-registered as a private company under the relevant provisions
of the Companies Act.
    Terms defined in the Offer Document have the same meaning when used in this Announcement unless the context requires otherwise.  
    Enquiries:
 Clos du Mesnil Limited                          Tel: +44 207 863 8333
 David John Rowland                              Fax: +44 207 863 8444
 Director
 c/o Forsters LLP 
 ref: JPW/CKW/26418.7

    Forsters LLP is acting exclusively for CdM and no-one else in connection with the Offer and other matters described in the Offer
Document and will not be responsible to anyone other than CdM who are providing the protections offered to clients of Forsters LLP nor for
providing advice in relation to the Offer and other matters described in the Offer Document.  
    This Announcement is not intended to and does not constitute or form any part of, an offer or invitation to sell or subscribe for or
purchase any securities or the solicitation of an offer to purchase any securities. The Offer is being made solely by means of the Offer
Document, the Approval Form and, in respect of Latitude Shares in certificated form, the Form of Acceptance. Any acceptance or other
response to the Offer should be made only on the basis of the information contained or referred to, and the procedures described, in the
Offer Document, the Form of Acceptance (if appropriate) and the Approval Form, which contains the full terms and conditions of the Offer
including details of how it may be accepted.  
    This Announcement has been prepared for the purposes 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 UK.  
    Unless otherwise determined by CdM or required by the Code and permitted by applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into and will not be capable of acceptance in or from Canada, Australia, Japan or any other Restricted
Jurisdiction. In addition, it is not currently intended that the Offer will be made, directly or indirectly, in or into, or by use of the
mails of or by any means or instrumentality (including, without limitation, telephone, fax, telex, internet or other forms of electronic
communication) of interstate or foreign commerce of, or by any facilities of a securities exchange of the United States, and it is not
currently intended that the Offer will be capable of acceptance by any such use, means, instrumentality or facility or from within the
United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Accordingly, copies of this Announcement, the Offer Document,
the Form of Acceptance, the Approval Form and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from the
United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the
Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by laws of the relevant
jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
Custodians, nominees and trustees should observe these restrictions and should not send or distribute this Announcement or any accompanying
documents in or into the United States, Canada, Australia, Japan or any other Restricted Jurisdiction.
    Further details in relation to overseas shareholders are contained in the Offer Document.
    The CdM Director accept responsibility for the information contained in this Announcement and to the best of their knowledge and belief
(having taken all reasonable care to ensure that 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.


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