TIDMTNG
RNS Number : 1727R
Tangent Communications PLC
07 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 THAT
JURISDICTION
7 March 2016
For immediate release
Tangent Communications plc
Recommendation of the Mandatory Increased Cash Offer from
Tangent Holdings UK Limited
and
Withdrawal of the recommendation of the offer from Writtle
Holdings Limited
Following the announcement on 4 March 2016 of a mandatory
increased cash offer at 4.0 pence per share for Tangent
Communications plc ("Tangent") by Tangent Holdings UK Limited
("Bidco") for the entire issued and to be issued share capital of
Tangent (the "Increased Bidco Offer"), the independent directors of
Tangent ("Independent Directors") announce that they intend
unanimously to recommend the Increased Bidco Offer and that they
have withdrawn their recommendation of the offer from Writtle
Holdings Limited (the "Writtle Offer").
Background
It was announced on 10 February 2016 that the board of Bidco and
the Independent Directors had reached agreement on the terms of a
recommended cash offer (the "Original Offer") at 2.25 pence per
Tangent Share ("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
.
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
("Writtle Offer") at a price of 3.0 pence per Tangent Share
("Writtle Offer Price"). On 1 March 2016 Writtle published its
offer document setting out the full terms and conditions of the
Writtle Offer. On 4 March 2016 Writtle announced that it did not
intend to revise its offer.
The Increased Bidco 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 4.0 pence per Tangent
share ("Increased Offer Price").
The Increased Offer Price represents:
-- 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).
The Increased Offer Price of 4.0 pence per share in cash values
Tangent at a premium of 33.33 per cent. to the Writtle Offer Price.
In evaluating the Increased Bidco Offer, the Independent Directors
have considered various aspects of the Increased Bidco Offer and
consider the Increased Bidco Offer to provide the most value for
Tangent shareholders.
Recommendation
The Independent Directors, who have been so advised by Stockdale
Securities Limited ("Stockdale"), consider the terms of the
Increased Bidco Offer to be fair and reasonable and unanimously
intend to recommend that Tangent Shareholders accept the Increased
Bidco Offer. In providing its advice to the Independent Directors,
Stockdale has taken into account the Independent Directors'
commercial assessments.
Further announcements will be made as and when appropriate.
Defined terms used in this announcement have the same meaning as
in the announcement released on 4 March 2016 of the Increased Bidco
Offer.
Enquiries:
Tangent Communications PLC +44(0) 1670
Kevin Cameron 713330
Stockdale Securities Limited
(Rule 3 Adviser to Tangent) +44(0) 20
Tom Griffiths / Edward Thomas 7601 6100
Disclaimer
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.
Disclosure requirements of the Takeover Code
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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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(s), 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 pm
(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 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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