14 Jun 2013 07:00
14 June 2013
Tangent Communications plc ("Tangent" or the "Company")
POSTING OF ANNUAL REPORT AND ACCOUNTS
NOTICE OF AGM
PROPOSED RENEWAL OF AUTHORITY TO BUY BACK SHARES
AND
PROPOSAL TO SHAREHOLDERS FOR THE
APPROVAL OF WAIVER OF RULE 9 OF THE CITY CODE
Tangent Communications plc (AIM: TNG) will today post to shareholders the Company's Annual Report and Accounts for the year ended 28 February 2013 together with a circular containing a notice of the Annual General Meeting ("AGM") to be held at 10.00 a.m. on 09 July 2013 at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL (the "Circular").
Contained within the Circular to be posted to shareholders today are proposals regarding the renewal of authority to buy back the Company's ordinary shares ("Shares") and a proposal to Shareholders for the approval of Waiver of Rule 9 of the City Code on Takeovers and Mergers (the "City Code").
A copy of the Company's Annual Report and Accounts for the year ended 28 February 2013 together with the Circular to shareholders containing the notice of AGM will shortly be available on the Company's website: www.tangentplc.com.
Key Points
·; Proposed renewal of authority to buy back Shares
·; Proposal to shareholders for the approval of Waivers of Rule 9 of the City Code
·; Latest time for receipt of Form of Proxy at 10.00 a.m. on 07 July 2013
·; The AGM of the Company will be held at 10.00 a.m. on 09 July 2013
Proposal for renewal of authority to buy back Shares
The Directors are proposing a resolution at the forthcoming AGM to renew the Company's authority to buy back Shares (the "Buyback Authority"). The Board is proposing that shareholders authorise the Company to purchase in the market a maximum of 27,881,298 Shares, representing approximately 10 per cent. of the Company's current issued share capital as at the latest practicable date prior to the publication of the Circular. It is proposed that the Buyback Authority will expire on the second anniversary of the date of grant.
Concert Party
The Company's largest shareholder is Michael Green, who currently owns 29.83 per cent. of the Shares. Additionally Timothy Green, Tangent's Chief Executive Officer (together with his wife Vicki Green) owns approximately 1.53 per cent of the Shares and Nicholas Green, (Tangent's Executive Director) owns approximately 1.34 per cent of the Shares.
These persons, together referred to as the "Concert Party", are considered to be acting in concert for the purposes of the City Code and their aggregate shareholding is 91,167,389 Shares, representing approximately 32.70 per cent. of the current issued share capital of the Company.
Buyback Waiver
Any share repurchase by the Company would increase the percentage shareholding of the Concert Party, which is already interested in Shares carrying in aggregate over 30 per cent. of the Voting Rights.
Under Rule 37, any increase in the percentage holding of a shareholder which results from a company buying back its own shares will also be treated as an acquisition by that shareholder for the purposes of Rule 9, if the shareholder concerned is a director or is presumed to be acting in concert with a director.
Therefore, the Circular contains a proposal for Independent Shareholders to waive the obligation on the Concert Party which would otherwise arise under Rule 9 as a result of the possible exercise by the Company of the Buyback Authority.
Potential effect on shareholdings of Buyback Authority
On the basis that: (i) the Buyback Authority is exercised in full but there is no exercise of any options under the Company's share option schemes, the Company's share capital would decrease to 250,931,683 Shares and the percentage of Shares held by the Concert Party would therefore increase to 36.33 per cent. from 32.70 per cent.; and (ii) the Buyback Authority is exercised in full and no options are exercised under the Company's share option schemes other than certain options held by the Concert Party, the Company's share capital would decrease to 272,931,683 Shares and the percentage of Shares held by the Concert Party would therefore increase to 41.46 per cent. from 32.70 per cent.
For the purposes of the above calculation, it is assumed that (i) the number of Shares in issue is as stated in this Circular; and (ii) there is no change in the number of Shares held by the Concert Party as at the date of the Circular.
For further information, please contact:
Tangent Communications plc
Timothy Green - Chief Executive: 020 7462 6101
Seema Paterson - Corporate Development: 020 7462 6101
Canaccord Genuity Limited - Nominated Adviser and Broker
Bruce Garrow / Emma Gabriel 020 7523 8350