TIDMTNG
RNS Number : 1373R
Tangent Holdings UK Limited
04 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
4 March 2016
MANDATORY INCREASED CASH OFFER
for
TANGENT COMMUNICATIONS PLC
by
TANGENT HOLDINGS UK LIMITED
1 INTRODUCTION
Background
It was announced on 10 February 2016 that the board of Tangent
Holdings UK Limited ("Bidco") and the independent directors of
Tangent Communications PLC ("Tangent") had reached agreement on the
terms of a recommended cash offer (the "Original Offer") at 2.25
pence per Tangent Share (the "Original Offer Price"), to be made by
certain members of the management team of Tangent (acting through
Bidco), for the whole of the issued and to be issued share capital
of Tangent. On 12 February 2016 Bidco published an offer document
setting out the full terms and conditions of the Original Offer
(the "Original Offer Document").
On 29 February 2016 Writtle Holdings Limited ("Writtle")
announced a firm intention to make a recommended cash offer for the
whole of the issued and to be issued share capital of Tangent at a
price of 3.0 pence per Tangent Share. Writtle published its offer
document on 1 March 2016.
Acquisition of Tangent Shares
Following the first closing date of the Offer, Bidco has agreed
to acquire 15,796,154 Tangent Shares at a price of 4.0 pence per
share (the "Acquisition"), representing in aggregate approximately
5.69% of the existing issued share capital of Tangent. The
Acquisition is expected to settle on 8 March 2016 at which time
Bidco may count them towards the satisfaction of the acceptance
condition of the Offer.
Acceptances as at 3.00pm on 3 March 2016
As at 3.00pm on 3 March 2016, Bidco had received valid
acceptances of the Original Offer in respect of 96,817,497 Tangent
Shares, representing approximately 34.85% of the existing issued
share capital of Tangent, all of which Bidco may count towards the
satisfaction of the acceptance condition of the Offer.
The first closing date of the Offer was 1.00pm today. Following
receipt by Bidco of confirmation from its receiving agents of the
level of acceptances as at the first closing date a further
announcement of acceptance levels complying with Rule 17.1 of the
Takeover Code will be made.
Major irrevocable commitments
As set out in the Rule 2.7 Announcement, Bidco has procured
irrevocable commitments from certain shareholders of Tangent who
are not directors of Tangent to accept (or procure the acceptance
of) the Offer in respect of their Tangent Shares, which, in
aggregate, relate to 28,700,000 Tangent Shares, representing
approximately 10.33% of Tangent's issued share capital. As at
3.00pm on 3 March 2016, these shareholders had not accepted the
Offer. These irrevocable commitments remain binding in respect of
the Increased Offer to the extent the relevant Tangent Shares have
not been accepted to the Original Offer.
2 INCREASED OFFER UNDER RULE 9 OF THE TAKEOVER CODE
As a result of the Acquisition, Bidco is required, in accordance
with the Takeover Code, to increase the Offer Price to 4.0 pence
per Tangent Share and to revise the conditions of the Offer to
reflect the requirements of the Takeover Code in respect of
mandatory offers made under Rule 9 of the Takeover Code. Further
details of the revised conditions of the Offer are set out in
paragraph 3.
The board of Bidco are therefore pleased to announce an
increased Offer Price of 4.0 pence in cash per Tangent Share (the
"Increased Offer" and the "Increased Offer Price").
The Increased Offer values the whole of the issued and to be
issued share capital of Tangent at approximately GBP11.91 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 Increased Offer Price).
The Increased Offer Price represents:
-- an increase of 1.75 pence per Tangent Share over the Original Offer Price;
-- a premium of approximately 190.91% to the Closing Price of
1.38 pence per Tangent Share on 9 February 2016 (being the last
Business Day immediately preceding the date of the Rule 2.7
Announcement);
-- a premium of approximately 177.17% to the average Closing
Price of 1.44 pence per Tangent Share over the one month period to
9 February 2016 (being the last Business Day immediately preceding
the date of the Rule 2.7 Announcement); and
-- a premium of approximately 141.37% to the average Closing
Price of 1.66 pence per Tangent Share over the three month period
to 9 February 2016 (being the last Business Day immediately
preceding the date of the Rule 2.7 Announcement).
In accordance with Rule 32.1 of the Takeover Code, a revised
offer document (the "Revised Offer Document") containing details of
the Increased Offer and of the revisions to the conditions to the
Increased Offer will be sent to Tangent Shareholders as soon as
practicable. The Revised Offer Document will also be made available
on Bidco's website (http://www.paminvestments.com).
Tangent Shareholders who have previously validly accepted the
Original Offer will automatically be deemed to have accepted the
Increased Offer by virtue of their prior acceptances and therefore
need take no further action. For the avoidance of doubt, all
Tangent Shareholders who accepted the Original Offer will receive
the Increased Offer Price in respect of their Tangent Shares once
the Increased Offer is declared unconditional in all respects.
3 REVISED CONDITIONS OF THE INCREASED OFFER
As the Increased Offer is being made in accordance with Rule 9
of the Takeover Code, the Increased Offer will be subject only to
the following condition:
"Bidco having received by no later than 1.00 pm (London time) on
22 March 2016 (or such later time(s) and/or date(s) as Bidco may
(subject to the Takeover Code or with the consent of the Panel,
decide) valid acceptances of the Offer (which have not been, where
permitted, withdrawn) which, together with Tangent Shares acquired
or agreed to be acquired by Bidco (or any person acting in concert
with Bidco) before or during the Offer, will result in Bidco and
any person acting in concert with it holding Tangent Shares
carrying, in aggregate, more than 50 per cent. of the voting rights
then normally exercisable at a general meeting of Tangent
(including for this purpose, to the extent, if any, required by the
Panel, any voting rights attaching to shares which are
unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances, whether pursuant to the
exercise of conversion or subscription rights or otherwise).
For the purpose of this condition, Tangent Shares that are
unconditionally allotted but not issued shall be deemed to carry
the voting rights which they will carry upon issue."
The further terms of the Original Offer set out in sections B to
D (inclusive) of Part III of the Original Offer Document will
remain unchanged under the Increased Offer, save that certain dates
have been revised in accordance with the Takeover Code following
the publication of Writtle's offer document. Accordingly, Day 39 is
now 9 April 2016, Day 46 is now 16 April 2016 and Day 60 is now 30
April 2016.
The Increased Offer will be a revision to the Offer and shall be
construed accordingly.
4 Closing Date of the Increased Offer
The Increased Offer will remain open for acceptance until 1.00
pm on the next closing date of the Increased Offer, which is
anticipated to be 22 March 2016, which will be at least 14 days
following the date on which the Revised Offer Document is published
(or such later date as Bidco may determine).
Any extensions of the Increased Offer will be publicly announced
no later than 8.00 am on the Business Day following the date on
which the Increased Offer was otherwise due to expire, or such
later date or time as the Panel may agree.
5 ACTION TO BE TAKEN
Tangent Shareholders who have not yet accepted the Original
Offer are urged to accept the Increased Offer as soon as possible
and, in any event, by no later than 1.00 pm on the next closing
date to be set out in the Revised Offer Document. To do so:
-- Tangent Shareholders who hold their Tangent Shares in
certificated form (that is, not in CREST) should complete and
return the Form of Acceptance which accompanied the Original Offer
Document or the Revised Form of Acceptance which will accompany the
Revised Offer Document.
-- Tangent Shareholders who hold their Tangent Shares in
uncertificated form (that is, in CREST) should ensure that an
Electronic Acceptance is made by them or on their behalf and that
settlement occurs. Tangent Shareholders who hold their Tangent
Shares as a CREST sponsored member should refer to their CREST
sponsor as only their CREST sponsor will be able to send the
necessary instructions to Euroclear.
6 Acceptances and irrevocable commitments
Bidco will make a further announcement not later than 8.00am on
Monday 7 March 2016 in respect of the level of acceptances received
in respect of the Offer at the first closing date of the Offer,
being 1.00pm today.
7 Financing of the Increased Offer
The Increased Offer will be financed entirely from the existing
cash resources made available to Bidco from Portland. Tangent
Industries Limited has made available an increased facility of up
to GBP11,925,000 in aggregate to Portland to finance the Increased
Offer. The loan is repayable over a 5 year term and carries an
interest rate of 5% over the base rate of the Bank of England from
time to time. The loan is unsecured and does not contain covenants
in favour of the lender. Portland has advanced funds to Bidco on
the same basis as the loan to it from Tangent Industries
Limited.
March 04, 2016 09:04 ET (14:04 GMT)
(END) Dow Jones Newswires
March 04, 2016 09:04 ET (14:04 GMT)
Tangent Communications (LSE:TNG)
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