22 Mar 2016 16:59
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
22 March 2016
TANGENT COMMUNICATIONS PLC ("TANGENT")
STATEMENT BY WRITTLE HOLDINGS LIMITED ("WRITTLE") REGARDING LEVEL OF ACCEPTANCES AND LAPSING OF OFFER
It was announced on 29 February 2016 that the directors of Writtle ("Directors") and the independent directors of Tangent (being Kevin Cameron and Nigel Kissack) 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) at a price of 3 pence for each Tangent Share (the "Offer"). On 1 March 2016, Writtle published an offer document setting out the full terms and conditions of the Writtle Offer (the "Offer Document").
On 4 March 2016 Tangent Holdings UK Limited ("Bidco") announced a mandatory increased cash offer for Tangent and as a result of this, on the same date, Writtle announced that it would not be revising its Offer and that it was leaving the process.
On 10 March 2016 Bidco declared the mandatory increased cash offer unconditional in all respects.
Level of acceptances
As at 1.00 p.m. (London time) on 22 March 2016, Writtle had received valid acceptances of the Offer in respect of 679,867 Tangent Shares, representing approximately 0.24 per cent. of the existing issued share capital of Tangent, which Writtle may count towards the satisfaction of the Acceptance Condition of the Offer.
In addition, as announced on 16 February 2016, 1 March 2016 and 2 March 2016, Writtle had acquired, in aggregate, 450,000 Tangent Shares, representing approximately 0.16 per cent. of the existing issued share capital of Tangent, but these may not count towards the Acceptance Condition of the Offer.
The percentages of Tangent Shares referred to in this announcement are based upon a figure of 277,793,419 Tangent Shares in issue.
Lapsing of Offer
The Offer was subject to valid acceptances being received by no later than 1.00 p.m. (London time) on 22 March 2016 in respect of not less than 50 per cent. of the Tangent Shares to which the Offer relates and of the voting rights attached to those shares. As this condition has not been satisfied, the Offer has lapsed with immediate effect and accordingly, the Offer is no longer capable of further acceptance and accepting Tangent Shareholders and Writtle have ceased to be bound by such acceptances.
Return of acceptances
In accordance with the terms of the Offer, (i) in respect of Tangent Shares held in certificated form, Forms of Acceptance, share certificates and other documents of title will be returned by post within 14 calendar days at the risk of the Tangent Shareholders; and (ii) in respect of Tangent Shares held in uncertificated form, the Receiving Agent will immediately (or within such longer period as the Takeover Panel may permit, not exceeding 14 calendar days) give instructions to Euroclear to transfer all Tangent Shares held in escrow balances and in relation to which it is the Escrow Agent for the purposes of the Offer to the original available balances of the Tangent Shareholders concerned.
Unless otherwise stated, terms used in this announcement have the same 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
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.