TNG.L Regulatory News (TNG)

11 Mar 2008 07:01

Tangent Communications PLC11 March 2008 Tangent Communications plc Statement re: Possible Offer for TMN Group plc Tangent Communications plc ("Tangent") Statement re: Possible Offer for TMN Group plc and Rule 2.10 announcement The Board of Tangent notes the announcement made yesterday by TMN Group plc("TMN" or the "Company") in relation to the recent movement in TMN's share priceand confirms that it has approached the Board of TMN regarding a potential offerwhich would value each TMN ordinary share ("TMN Share") at approximately 50pence (based on a Tangent share price of 12 pence per share, being the closingshare price per Tangent share on the last practicable date prior to thisannouncement), to be satisfied through 19.14 pence in cash and 2.572 new Tangentshares, should a formal offer be made. This proposal represents a premium ofover 38 per cent. to the average share price of TMN over the month prior toyesterday's announcement, being approximately 36 pence. Tangent has received undertakings from two investors, Hargreave Hale Ltd andWilliam Currie Group Ltd, to accept or vote in favour (as applicable) of anyformal offer for TMN made by Tangent on the above terms, should any formal offerbe made, in respect of a total of 8,334,870 TMN Shares, representingapproximately 11.1 per cent. of the existing issued share capital of TMN. Theundertakings that Tangent has received are conditional on TMN not receiving ahigher offer from a third party. The Directors of Tangent believe the combination of Tangent and TMN wouldaccelerate the development of a multi-channel marketing platform that has beenthe established intention of Tangent. The Directors of Tangent believe theproposed acquisition would enable the enlarged group to provide a more completeoffering to existing customers of both businesses and potentially enable theenlarged group to attract a higher percentage of clients' marketing budgets. TheDirectors of Tangent believe that email is a core delivery channel for a fullservice digital marketing business and that TMN brings with it a highlyexperienced management team, a broader offering in online research and affiliatemarketing which will broaden the website development business of Tangent. The Board of Tangent, which is being advised by Collins Stewart Europe Limited,wishes to stress that the approach and the resulting discussions are at an earlystage, and there can be no certainty that this approach will lead to an offerbeing made for the Company. This announcement does not constitute a firmintention by Tangent to make a formal offer for TMN and at this stage, there canbe no certainty that an offer will be forthcoming. A further announcement will be made as and when appropriate. In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Tangentconfirms that it has 165,966,835 ordinary shares of 1 pence each in issue. The ISIN reference for these securities is GB0005405849. Ends Contact: Nicholas Green (CEO) / Graeme Harris (FD) 020 7553 6600Tangent Communications plc Seema Paterson / Stewart Wallace 020 7523 8350Collins Stewart Europe Limited Collins Stewart Europe Limited ("Collins Stewart") which is regulated in theUnited Kingdom by The Financial Services Authority is acting for Tangent inrelation to the matters described in this announcement and is not advising anyother person, and accordingly will not be responsible to anyone other thanTangent for providing the protections afforded to customers of Collins Stewartor for providing advice in relation to the matters described in thisannouncement. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of Tangent or the Company, all"dealings" in any "relevant securities" of that company (including by means ofan option in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30pm (London time) onthe London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Tangent or the Company, theywill be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Tangent or the Company by Tangent or the Company or by any of itsrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day 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 price or securities.In particular, a person will be treated as having an "interest" by virtue of theownership or control of securities, or by virtue of any option in respect of, orderivative referenced to, securities. Terms in quotation marks are defined in the Code, which can 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. Not for release, publication or distribution in whole or in part, in or into theUnited States, Canada, Australia, Japan or the Republic of Ireland This information is provided by RNS The company news service from the London Stock Exchange