TIDMTNG
RNS Number : 6944Q
Writtle Holdings Limited
01 March 2016
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 OR REGULATIONS OF SUCH
JURISDICTION
For immediate release
1 March 2016
RECOMMENDED CASH OFFER
for
TANGENT COMMUNICATIONS PLC
by
WRITTLE HOLDINGS LIMITED
Posting of Offer Document
It was announced on 29 February 2016 that the independent
directors of Tangent Communications PLC (Tangent) and the board of
Writtle Holdings Limited (Writtle) had reached agreement on the
terms of a recommended cash offer under which Writtle would offer
to acquire the entire issued and to be issued share capital of
Tangent (excluding treasury shares).
Tangent and Writtle are pleased to announce that the offer
document containing the full terms and conditions of the Offer (the
Offer Document), together with the related Form of Acceptance, is
being posted today to Tangent Shareholders. It is also being
posted, for information purposes only, to participants in the
Tangent Share Schemes.
As previously announced, the Offer, which is subject to the
conditions and further terms set out in the Offer Document and the
Form of Acceptance, is being made on the following basis:
3.0 pence in cash for each Tangent Share
The Offer values the entire issued and to be issued share
capital of Tangent at approximately GBP8.75 million (assuming
exercise and settlement in full of all outstanding options and
awards granted under the Tangent Share Schemes with exercise prices
at or below the Offer Price).
The First Closing Date of the Offer is 22 March 2016. To accept
the Offer in respect of Tangent Shares held in certificated form
(that is, not in CREST), you should complete and return the Form of
Acceptance so as to be received by no later than 1.00 p.m. (London
time) on 22 March 2016 in accordance with the procedure set out in
the Offer Document. To accept the Offer in respect of shares held
in uncertificated form (that is, shares held in CREST), you should
ensure than an Electronic Acceptance is made by you or on your
behalf and that settlement occurs no later than 1.00 p.m. (London
time) on 22 March 2016 in accordance with the procedure set out in
the Offer Document. If you are a CREST sponsored member, you should
refer to your CREST sponsor as only your CREST sponsor will be able
to send the necessary TTE Instruction to Euroclear.
The Offer Document and the Form of Acceptance will be made
available on Tangent's website at www.tangentplc.com and on
Writtle's website at www.writtle.com. Further copies of the Offer
Document and the Form of Acceptance may be obtained by contacting
the Receiving Agent, Neville Registrars, on 0121 585 1131. Lines
are open between 9.00 a.m. and 5.30 p.m. (London time) Monday to
Friday (excluding public holidays in England and Wales).
Unless otherwise stated, defined terms used in this announcement
have the meanings as given to them in the Offer Document.
Enquiries:
Writtle Holdings Limited +44 (0)20 7842 6950
Graeme Harris
BDO LLP (Financial Adviser to Writtle) +44 (0)20 7486 5888
John Stephan
Susan Jarram
Tangent Communications PLC +44 (0)1670 713330
Kevin Cameron
Stockdale Securities Limited (Rule 3 Adviser to Tangent) +44 (0)20 7601 6100
Tom Griffiths/Edward Thomas
BDO LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting for Writtle as
financial adviser in relation to the Offer, and is not acting for
or advising any other person and accordingly will not be
responsible to any other person other than Writtle for providing
the protections afforded to the clients of BDO LLP or for providing
advice in relation to the contents of this Announcement or any
offer or arrangement referred to herein or in the Offer Document.
Neither BDO LLP nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BDO LLP in connection with this
announcement, any statement contained herein, the Offer or
otherwise.
Stockdale Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
for Tangent in connection with the Offer and no-one else and will
not be responsible to anyone other than Tangent for providing the
protections afforded to customers of Stockdale Securities Limited
or for providing advice in relation to the Offer.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. 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 each of: (i) the offeree company; and (ii)
any securities exchange offeror(s). An Opening Position Disclosure
by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. 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 each
of: (i) the offeree company; and (ii) any securities exchange
offeror, 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 p.m. (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 or a
securities exchange offeror, 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 +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPUAVNRNAAORAR
(END) Dow Jones Newswires
March 01, 2016 11:55 ET (16:55 GMT)
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