TNG.L Regulatory News (TNG)

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

23 February 2016

RECOMMENDED CASH OFFER

for

TANGENT COMMUNICATIONS PLC

by

TANGENT HOLDINGS UK LIMITED

Disclosure of Additional Concert Party Holdings and Dealing

On 10 February 2016 it was announced that that the independent directors of Tangent Communications PLC (Tangent) and the board of Tangent Holdings UK Limited (Bidco) had reached agreement on the terms of a recommended cash offer under which Bidco would offer to acquire the entire issued and to be issued share capital of Tangent (the Offer).

The offer document containing the full terms and conditions of the Offer (the Offer Document) was posted to Tangent Shareholders on 12 February 2016.

Defined terms used in this announcement have the meanings given to them in the Offer Document unless otherwise noted herein.

Additional Concert Party Holdings

In addition to the interests of the persons acting in concert with Bidco that were disclosed in the Offer Document in accordance with Rule 24.4(a) of the Code, the following persons who are deemed to be acting in concert with Bidco had the following beneficial interests in relevant Tangent securities at the close of business on the Disclosure Date:

Oliver Green's holding of 170,455 Tangent Shares was included in the Offer Document within the holding of 83,158,190 Tangent Shares attributed to Michael Green. Accordingly, Michael Green actually held a beneficial interest in 82,987,735 relevant Tangent securities as at the Disclosure Date.

The net additional aggregate interests in Tangent securities of the above persons amount to 257,424 Tangent Shares, representing approximately 0.093% of the issued share capital of Tangent (excluding treasury shares).

Bidco will release a revised Rule 8.3 Opening Position Disclosure to reflect the above.

The irrevocable commitment given by Michael Green to accept the Offer in respect of his interests in relevant Tangent securities therefore relates to 82,987,735 relevant Tangent securities. The total number of Tangent Shares in respect of which Bidco has procured irrevocable commitments to accept the Offer from directors of Tangent is accordingly 93,853,260, representing 33.80 per cent. of Tangent's issued share capital (excluding treasury shares).

Additional Dealing

In addition to the dealings during the Disclosure Period of the persons acting in concert with Bidco that were disclosed in the Offer Document in accordance with Rule 24.4(c) of the Code, on 11 March 2015 Michael Green acquired 33,158,190 Tangent Shares at 3.25p per share from Tangent Industries Limited, a company in which Michael Green indirectly holds a 99.97% beneficial interest and the balance of which is held by his immediate family.

The directors of Bidco, being Jamie Beaumont, Nicholas Green and Timothy Green, and the directors of Portland Asset Management (UK) Limited (Portland) (the parent entity of Bidco), being the aforementioned individuals and Michael Green, accept responsibility for all the information contained in this announcement. To the best of the knowledge and belief of the directors of Bidco and Portland (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Further information

WH Ireland Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting for Bidco in connection with the Offer and no-one else and will not be responsible to anyone other than Bidco for providing the protections afforded to customers of WH Ireland Limited or for providing advice in relation to the Offer.

Dealing disclosure and Opening Position 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 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, 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 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.