12 Feb 2016 15:27
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
12 February 2016
RECOMMENDED CASH OFFER
for
TANGENT COMMUNICATIONS PLC
by
TANGENT HOLDINGS UK LIMITED
Posting of Offer Document
It was announced on 10 February 2016 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.
Tangent and Bidco are pleased to announce that the offer document containing the full terms and conditions of the Offer (the Offer Document), together with the related Form of Acceptance, is being posted today to Tangent Shareholders. It is also being posted, for information purposes only, to participants in the Tangent Share Schemes.
As previously announced, the Offer, which is subject to the conditions and further terms set out in the Offer Document and the Form of Acceptance, is being made on the following basis:
2.25 pence in cash for each Tangent Share
The Offer values the entire issued and to be issued share capital of Tangent at approximately £6.69 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 Offer Price).
The First Closing Date of the Offer is 4 March 2016. To accept the Offer in respect of Tangent Shares held in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance so as to be received by no later than 1.00 p.m. (London time) on 4 March 2016 in accordance with the procedure set out in the Offer Document. To accept the Offer in respect of shares held in uncertificated form (that is, shares held in CREST), you should ensure than an Electronic Acceptance is made by you or on your behalf and that settlement occurs no later than 1.00 p.m. (London time) on 4 March 2016 in accordance with the procedure set out in the Offer Document. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.
The Offer Document and the Form of Acceptance will be made available on Tangent's website at www.tangentplc.com and on Bidco's website at www.paminvestments.com. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Capita Asset Services, on 0371 6640321. Lines are open between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales).
Unless otherwise stated, defined terms used in this announcement have the meanings as given to them in the Offer Document.
Further information
Enquiries: |
|
Tangent Communications PLC Kevin Cameron | +44(0) 1670 713330 |
Stockdale Securities Limited (Rule 3 Adviser to Tangent) Tom Griffiths / Edward Thomas | +44(0) 20 7601 6100 |
Bidco Jamie Beaumont / Tim Green | +44(0) 20 7462 6101 |
WH Ireland Limited (Financial Adviser to Bidco) Adrian Hadden / James Bavister | +44(0) 20 7220 1666 |
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.
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.
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.