TNG.L Regulatory News (TNG)

17 Oct 2006 07:49

Tangent Communications PLC17 October 2006 17 October 2006 Tangent Communications plc ("Tangent"): Announcement re St Ives plc ("St Ives") Following the announcement by St Ives on 28 September that it had received apreliminary approach that may or may not lead to an offer for the company, andfurther to the recent press speculation, Tangent confirms that it has approachedthe Board of St Ives with a proposal to make an offer for St Ives (the "ProposedOffer"). The consideration for the Proposed Offer would be a mixture of new Tangentshares and cash. The cash for the Proposed Offer would be financed by acombination of new institutional investors in Tangent and increased debt in theenlarged group for which credit approved terms have been substantially agreed.Michael Green, who owns 45% of Tangent, would intend to make a furthersignificant investment alongside other new equity investors to support an offerfor St Ives. Under the Proposed Offer and subject to discussion with the Board of St Ives, itis proposed that Michael Green would be Chairman of the enlarged Tangent andCharles Skinner, who is currently Chief Executive of Brandon Hire plc, which wassold earlier this year to Wolseley plc, would be Chief Executive. "Tangent has significant experience in the growth areas of digital printing andmarketing services. There is clear logic in combining St Ives with Tangent andrepositioning the enlarged group away from being a pure printing businesstowards becoming a third-party marketing and printing partner for its expandedcustomer base." said Charles Skinner. The making of any offer remains subject to certain pre-conditions, all of whichTangent reserves the right to waive, including the recommendation of the Boardof St Ives to its shareholders to accept the Proposed Offer, Tangent shareholderapproval, confirmatory due diligence and the completion of financing and otherdocumentation relating to the Proposed Offer. This announcement does notconstitute an announcement of a firm intention to make an offer for St Ives, asdefined under Rule 2.5 of the Takeover Code (the "Code") and, as such, there canbe no certainty that any offer will be made even if the conditions are satisfiedor waived. Enquiries to: Tangent Communications plc 020 7553 6600Piers Caldecote (Chairman) Brunswick Group LLP 020 7404 5959John SunnucksSimon Sporborg Close Brothers Corporate Finance 020 7655 3100David BezemStephen Aulsebrook Rule 2.10 disclosure In accordance with Rule 2.10, Tangent confirms that it has 111,780,007 ordinaryshares of 1 pence each in issue with ISIN GB0005405849. Note to Editors: Tangent is a leading digital printing and marketing services company, with itscore expertise being the delivery of digital personalised communications and ondemand services for the agency, retail and corporate community. Tangent iscurrently one of the largest digital printers in the UK and employs over 90people. Close Brothers Corporate Finance ("Close Brothers") which is regulated in theUnited Kingdom for the conduct of investment business by the Financial ServicesAuthority, is acting for Tangent as financial adviser in connection with thematters set out herein and no-one else and will not be responsible to anyoneother than Tangent for providing the protections afforded to customers of CloseBrothers, nor for providing advice in relation to the matters described herein. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of St Ives or Tangent, all "dealings" in any "relevant securities"of that company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of St Ivesor Tangent, they will be deemed to be a single person for the purpose of Rule8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of St Ives or Tangent or any of their respective "associates", mustbe disclosed by no later than 12.00 noon (London time) on the London businessday following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk . "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange